Software License Agreement - Infoseek Corp. and NYNEX Information Technologies Co.


                                          * CONFIDENTIAL TREATMENT REQUESTED.   
                                            CONFIDENTIAL PORTION HAS BEEN FILED
                                            SEPARATELY WITH THE SECURITIES AND 
                                            EXCHANGE COMMISSION.


                           SOFTWARE LICENSE AGREEMENT

  This Agreement is made and entered into by and between Infoseek Corporation
  ("Infoseek"), a corporation organized under the laws of the State of
  California, with its principal place of business at 2620 Augustine Drive,
  Santa Clara, CA 95054 and NYNEX Information Technologies Company ("Licensee"),
  a corporation organized under the laws of the State of Delaware with its
  principal place of business at 35 Village Road, Middleton, MA 01949 and is
  effective the date it is executed by Infoseek ("Effective Date").            
                                                                               
  DEFINITIONS                                                                  
                                                                                
 *A.      [                                                                     
                                                                               
                                                                             ] 

  B.       "Derivative Work(s)" means a work which has been created based upon 
           Licensed Software, or documentation related to the Licensed Software,
           such as a portation, localization, enhancement, improvement,
           revision, modification, translation, abridgment, condensation,
           expansion, or any other form, including a new work in which the
           Licensed Software or such documentation may be recast, transformed or
           adapted, which, if prepared, used and/or distributed in the absence
           of appropriate authorization, would constitute an infringement of the
           owner's intellectual property rights.            

  C.       "Documentation" means the documentation described in Exhibit A.

  D.       "Licensed Software" means the software in binary code form specified
           in Exhibit A and any Revisions of the Licensed Software (as
           hereinafter defined), received by Licensee from Infoseek pursuant to
           this Agreement. Licensee understands and acknowledges that portions
           of the Licensed Software may be licensed by Infoseek from third
           parties ("Third Party Portions") and that Infoseek's performance
           hereunder is subject thereto. Infoseek agrees to use reasonable best
           efforts to enter into applicable third party licenses consistent with
           this Agreement, and to obtain an indemnification by the applicable
           Third Party of Licensee and Sublicensees against infringement by the
           Third Party Portions substantially consistent with the
           indemnification provision provided by Infoseek in Sections 7.1 (other
           than the last sentence) and 7.2 hereof. 

  E.       "Revisions of the Licensed Software" means modifications to or
           revisions of the Licensed Software, in binary code form, that
           incorporate changes, enhancements, and upgrades to the functions and
           capabilities of the Licensed Software made by Infoseek, if any, as
           may be provided to Licensee pursuant to this Agreement. Licensee
           shall have the option to license from Infoseek Revisions of the
           Licensed Software, subject to the terms specified in Exhibit B. All
           Revisions of the Licensed Software provided to Licensee shall be
           considered to be Licensed Software and shall be subject to all terms
           and conditions of this Agreement.
 
  In consideration of the mutual covenants contained in this Agreement, Infoseek
  and Licensee agree as follows:                                     
                                                                   
  1.       LICENSE GRANT TO LICENSEE                                   
                                                                        
           1.1      Subject to the provisions of this Agreement, including all
                    Exhibits, Infoseek grants to Licensee a personal, worldwide,
                    non-exclusive, non-transferable (except as specified in
                    Section 1.1 c below), non-assignable (except as specified in
                    Section 15 below) right to:                         


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                  a.       use and reproduce the Licensed Software solely for
                           the purpose specified in Paragraph 1.2 below, in any
                           medium. The license granted hereunder is solely for
                           Licensee's internal use; and

                  b.       use the Documentation related to the Licensed
                           Software solely in conjunction with the
                           permitted use of the Licensed Software; and

                  c.       Licensee may sublicense the Licensed Software, to any
                           Affiliate as defined in Section 15 below
                           ("Sublicensee") provided that (i) Licensee gives
                           Infoseek at least thirty (30) days prior written
                           notice of such sublicense, (ii) the Sublicensee
                           agrees to be bound by, and Licensee shall ensure that
                           Sublicensee shall perform, all the provisions of this
                           Agreement applicable to Licensee, provided, however,
                           that such Sublicensees shall have no right to further
                           sublicense the Licensed Software, and Sublicensee
                           shall be subject to all restrictions and limitations
                           as apply to Licensee; and (iii) the Sublicensee
                           prominently displays the Guide Icon as a link to
       *                   the Service on a significant page of [   ] Such link
                           will be no less prominent than any other link to a
                           general Internet or Intranet search service or any
                           service which is directly competitive to a
                           then-current significant component of the Service.

       *  1.2     Licensee may use the Licensed Software [   ] including a [   ]
       *          in conjunction with an Internet-based [   ], including "Big
       *          Yellow". Big Yellow as used herein means the [   ] owned and
                  operated by Licensee or a Sublicensee pursuant to Section 1.1
                  c. above. Nothing in this Agreement shall be construed as
                  granting license rights to Licensee to the Licensed Software
       *          for [   ], including, without limitation, a [   ] or [   ],
                  without the prior written permission of Infoseek.

         1.3      Licensee shall have the right to make as many copies of the
                  Licensed Software as are necessary or appropriate for purposes
                  of exercising its license rights under this Agreement, but
                  agrees that all such copies will contain the copyright notices
                  and any other reasonable and appropriate propriety markings or
                  confidential legends that appear in the Licensed Software.

         1.4      Licensee agrees pursuant to this Agreement not to decompile,
                  reverse engineer, disassemble, or otherwise determine or
                  attempt to determine source code for the executable code of
                  the Licensed Software or to create any Derivative Works based
                  upon the Licensed Software or Documentation, except to the
                  extent as may occur as part of the joint development described
                  in Section 8.2 below, and agrees not to allow anyone else to
                  do so.

         1.5      Licensee acknowledges that Infoseek and its suppliers have a
                  proprietary interest in the Licensed Software. Licensee agrees
                  to use the same efforts to prevent unauthorized licensing,
                  copying and/or use of the Licensed Software as Licensee uses
                  for its own most rigorously protected software. If Licensee
                  becomes aware of any unauthorized licensing, copying, or use
                  of the Licensed Software, Licensee shall promptly notify
                  Infoseek in writing.

2.       TITLE

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         Title to and ownership of the Licensed Software and the Documentation,
         all Derivative Works based upon the Licensed Software or Documentation
         and all works jointly developed by Infoseek and Licensee (whether in
         machine-readable or printed form, in whole or in part, and including
         without limitation all related technical know-how and all rights
         therein (including patents, copyrights, and trade secrets applicable
         thereto) are and shall remain the exclusive property of Infoseek and
         its suppliers. Licensee shall not jeopardize, limit or interfere with
         the such rights in the Licensed Software and related Documentation.


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3.       DELIVERY OF LICENSED SOFTWARE

         3.1      Infoseek shall deliver to Licensee the deliverables for
                  Licensed Software as set forth in Exhibit A.

         3.2      Revisions of the Licensed Software are included during the
                  Initial Term of this Agreement and any renewal terms under
                  Section 9.1.a. below; provided, however, Revisions of the
                  Licensed Software are not included, during the fully-paid up
                  license period described in Paragraph 9.1.b.
                  below.

4.       PAYMENTS, TAXES

         4.1      Payments by Licensee under this Agreement shall be made to
                  Infoseek in United States dollars to Infoseek's address first
                  specified above or to such other address as may be indicated
                  by Infoseek in writing from time to time. Fees and payment
                  schedules are specified in Exhibit B.

         4.2      All fees and charges payable by Licensee under this Agreement
                  are exclusive of shipping, handling, and any federal, state,
                  municipal or other governmental taxes, duties, licenses, fees,
                  excises or tariffs now or hereinafter Imposed on the use of
                  the Licensed Software. Licensee shall pay all taxes, whether
                  currently or hereafter applicable, assessed or arising out of
                  this transaction, including, without limitation, excise,
                  withholding, sales or use taxes imposed upon the Licensee, or
                  Infoseek, but not including any taxes based upon Infoseek's
                  net income.

5.       CONFIDENTIAL INFORMATION

         5.1      Either Infoseek or Licensee may disclose to the other certain
                  information that the disclosing party deems to be confidential
                  and proprietary ("Proprietary Information"). Such Proprietary
                  Information will be clearly and conspicuously marked at the
                  time of its first disclosure to the receiving party. Such
                  Proprietary Information includes, but is not limited to, the
                  terms of this Agreement, and technical and other business
                  information of Infoseek and Licensee that is not generally
                  available to the public.

         5.2      Except as provided therein, the party receiving Proprietary
                  Information shall use the confidential information disclosed
                  pursuant to this Section 5 only to carry out the purposes
                  specified in this Agreement, all other uses thereof being
                  prohibited. The receiving party, however, will not be required
                  to keep confidential such Proprietary Information that becomes
                  generally available without fault on its part; is already
                  rightfully in the receiving party's possession without
                  restriction prior to its receipt from the disclosing party; is
                  independently developed by the receiving party, is disclosed
                  by third parties without similar restrictions; is rightfully
                  obtained by the receiving party from third parties without
                  restriction; or is otherwise required by law or judicial
                  process.

6.       MUTUAL REPRESENTATIONS AND WARRANTIES

         6.1      Representations, Warranties, and Limitation of Liability

                  Limited Warranty: Infoseek represents and warrants to Licensee
                  that:

                  (i)      Infoseek is the sole and exclusive owner of all
                           intellectual property rights in and to Infoseek's
                           proprietary portion of Licensed Software.


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                  (ii)     Infoseek has all legal right and authority to grant
                           and convey to Licensee the rights and licenses
                           contained in this Agreement without violation or
                           conflict with any law.

                  (iii)    There is no action, suit, claim, arbitration, or
                           other proceeding pending or threatened which
                           questions this Agreement or Infoseek's ownership of
                           the Licensed Software or any intellectual property
                           rights therein.

                  (iv)     To the best of Infoseek's knowledge and belief, the
                           Licensed Software does not infringe upon any
                           proprietary right or intellectual property rights of
                           any third party.

                  (v)      The Licensed Software will have, at least,
                           substantially the functionality and performance of
                           the software currently used by Infoseek for the
                           Infoseek Guide.

         6.2     Each party represents and warrants to the other party only that
                 the performance of any of the terms and conditions of this
                 Agreement on its part to be performed does not and will not
                 constitute a breach or violation of any other agreement or
                 understanding, written or oral, to which it is party.

7.       INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

         7.1     Infoseek shall defend Licensee in any action brought against
                 Licensee to the extent such action is based on a claim that the
                 Licensed Software infringes any patent, copyright, trademark or
                 trade secret. Infoseek will pay resulting costs, damages, and
                 legal fees finally awarded against Licensee in such action and
                 any related settlement amount, which are attributable to such
                 claim, provided that Licensee (i) promptly (within twenty (20)
                 days) notifies Infoseek in writing of any such claim and
                 Infoseek has sole control of the defense and all related
                 settlement negotiations, and (ii) cooperates with Infoseek, at
                 Infoseek's expense, in defending or settling such claim.
                 "Licensed Software" as used in this Paragraph 7.1 and Paragraph
                 7.2 below shall not apply to any Third Party Portions.

         7.2     Should the Licensed Software become, or be likely to become in
                 Infoseek's opinion, the subject of infringement of such
                 copyright, patent, trademark or trade secret, Infoseek may
                 procure for Licensee the right to continue using the same or
                 replace or modify it to make it non-infringing. Infoseek shall
                 have no liability for any claim to the extent based upon the
                 use, operation or combination of the Licensed Software with
                 non-Infoseek programs, data or equipment, if such infringement
                 would have been avoided but for such use, operation or
                 combination. If Infoseek elects to replace or modify the
                 infringing item(s), such replacement or modification shall
                 substantially meet the functional and performance
                 specifications of Licensed Software. The foregoing states the
                 entire liability of Infoseek with respect to infringement of
                 copyrights, patents, trademarks or trade secrets.

         7.3     Licensee shall defend Infoseek in any action brought against
                 Licensee to the extent such action is based on a claim arising
                 out of (i) any injury to person or property caused by any
                 products or services sold or otherwise distributed in
                 connection with any Licensee Aggregate Shopping Service,
                 including Big Yellow or (ii) any material in the Aggregate
                 Shopping Service infringing or allegedly infringing any
                 copyright, patent, trade secret, trademark or other proprietary
                 right of any third party. Licensee will pay resulting costs,
                 damages, and legal fees finally awarded against Infoseek in
                 such action and any related settlement amount, which are
                 attributable to such claim, provided that Infoseek (i) promptly
                 (within twenty (20) days) Infoseek notifies Licensee in writing
                 of any such claim and Licensee has sole control of the defense
                 and all related settlement negotiations, and (ii) cooperates
                 with Licensee, at Licensee's expense, in defending or settling


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                  such claim.


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         7.4     EXCEPT AS SPECIFIED IN SECTION 6 ABOVE, INFOSEEK SPECIFICALLY
                 DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
                 BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
                 FITNESS FOR A PARTICULAR PURPOSE. INFOSEEK DOES NOT REPRESENT
                 OR WARRANT THAT ANY LICENSED SOFTWARE, OR DOCUMENTATION IS
                 ERROR FREE, OR THAT ITS USE WILL BE UNINTERRUPTED. EXCEPT AS
                 SPECIFIED IN SECTION 6 INFOSEEK DOES NOT WARRANT, GUARANTEE, OR
                 MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF
                 THE USE, OF THE LICENSED SOFTWARE, OR THE DOCUMENTATION OR
                 WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY,
                 RELIABILITY, CURRENTNESS, OR OTHERWISE. NO WARRANTIES ARE MADE
                 TO LICENSEE BY ANY SUPPLIERS WHICH MAY HAVE DIRECTLY OR
                 INDIRECTLY SUPPLIED ALL OR PART OF THE LICENSED SOFTWARE TO
                 INFOSEEK, EXCEPT AS THOSE WARRANTIES, IF ANY, WHICH BY CONTRACT
                 FLOW TO LICENSEE. THE ENTIRE RISK AS TO THE PERFORMANCE (EXCEPT
                 AS SPECIFIED IN SECTION 6 ABOVE) OR RESULTS OF THE LICENSED
                 SOFTWARE IS ASSUMED BY LICENSEE. INFOSEEK MAKES NO WARRANTY
                 THAT ALL ERRORS WILL BE CORRECTED.

         7.5     IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
                 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,
                 INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL
                 OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THE PARTY SHALL
                 HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR
                 ANY CLAIM AGAINST THE OTHER BY ANY THIRD PARTY.

8.       SUPPORT SERVICES

         8.1     Infoseek shall, on a fully-burdened labor materials and
                 expenses basis, (i) perform maintenance, support, and
                 implementation ("Support Services"); and (ii) upon request by
                 Licensee, and subject to the approval of Infoseek, which
                 approval shall not be unreasonably withheld, work with third
                 party developers who may be developing software to be used in
                 conjunction with the Licensed Software. "Maintenance" consists
                 of Infoseek's reasonable best efforts to make bug fixes and
                 error corrections with respect to replicable errors and
                 documented error and bug reports submitted by Licensee. Support
                 Services and the process for communicating error and bug
                 reports shall be as mutually agreed to by the parties and
                 reviewed on a quarterly basis. Infoseek agrees to use
                 reasonable best efforts to accomplish Support Services within
                 the agreed upon timeframes. The parties agree to utilize the
                 Software Support and Program Error Corrections process set
                 forth in Exhibit C-1 hereto. Support Services are provided by
                 Infoseek to Licensee only. Licensee shall provide Support
                 Services to Sublicensees.

         8.2     Infoseek shall not, during the term of the separate
                 Infoseek/NYNEX Agreement between the parties of even date
                 ("Infoseek/NYNEX Icon Agreement") license to third parties for
                 use in an Aggregate Shopping Service any works jointly
                 developed by Licensee and Infoseek provided that (i) Infoseek
                 and Licensee shall have specifically agreed in writing in
                 advance that such jointly developed works shall be subject to
                 this provision, (which approval by Infoseek shall not be
                 unreasonably withheld) and (ii) to the extent such jointly
                 developed works contain pre-existing or separately developed
                 works of Infoseek, or are not works jointly developed by
                 Licensee and Infoseek this provision shall not apply to such
                 portion.

9.       TERM OF AGREEMENT; PAYMENTS DURING RENEWAL TERMS; AUDIT

         9.1     a.     The initial term ("Initial Term") of this Agreement 
                        shall commence on the Effective Date

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                           and shall terminate two (2) years following the
                           termination date ("Infoseek/NYNEX Icon Agreement
                           Termination Date") of the Infoseek/NYNEX Icon
                           Agreement. After the Initial Term, unless Licensee
                           shall have then-previously elected its option under
                           Paragraph 9.1.b. below, this Agreement may be renewed
                           for consecutive annual renewal terms as follows:
                           Licensee shall have an option to renew for subsequent
                           annual renewal terms at a Licensed Software License
        *                  Fee [  ] of the collected revenues attributable
                           to the Aggregate Shopping Services of Licensee and
                           Sublicensees utilizing the Licensed Software, subject
        *                  to an annual minimum of [  ]. Payments during any
                           renewal terms shall be payable on a monthly basis,
                           within fifteen (15) days after the end of each month
                           during the applicable renewal term based on the
        *                  percentage of [   ] as specified, and, if the
                           cumulative monthly payments for any renewal term fail
        *                  to meet or exceed the minimum annual amount of [  ]
                           Licensee shall pay to Infoseek the difference between
        *                  such cumulative payments and [   ] no later than
                           thirty (30) days after the end of such renewal term.
                           This Agreement will expire unless Licensee gives
                           Infoseek written notice of its decision to renew at
                           least thirty (30) days prior to the end of the
                           then-current term. Either party may terminate this
                           Agreement if the other party materially breaches its
                           obligations hereunder and such breach remains uncured
                           for thirty (30) days following notice to the
                           breaching party.

                  b.       Licensee shall have the option by written notice to
                           Infoseek prior to the first anniversary date of the
                           Infoseek/NYNEX Icon Agreement Termination Date to
        *                  acquire a [  ] to the Licensed Software for the
        *                  period ending [   ] after the Infoseek/NYNEX
                           Agreement Termination Date. The price for such option
        *                  shall be [  ] and payment therefor shall accompany
        *                  such notice. For the duration of such [   ] period,
                           Infoseek agrees to provide maintenance of the
                           Licensed Software at a price payable on a quarterly
        *                  basis equal to the greater of [   ] of Infoseek's
                           fully burdened labor, materials, costs and expenses;
                           provided, however, Licensee may terminate Infoseek's
                           maintenance obligations upon at least thirty (30)
                           days prior written notice. "Maintenance" consists of
                           Infoseek's reasonable best efforts to make bug fixes
                           and error corrections with respect to replicable
                           errors and documented error and bug reports submitted
                           by Licensee.

         9.2      a.       Infoseek shall have the right to retain a U.S.
                           nationally prominent or other mutually agreeable
                           independent auditor to whom Licensee shall allow
                           reasonable access to Licensee's books of account and
                           other records relating to the calculation of the
                           amounts payable as provided in this Section 9 for the
                           purpose of verifying the amounts due and payable to
                           Infoseek under this Agreement. The information
                           disclosed by Licensee to such auditors in the course
                           of performing such audit will be kept confidential by
                           the auditor. Access to Licensee's documentation shall
                           be during Licensee's regular business hours upon at
                           least fifteen (15) days prior written notice and may
                           be conditioned upon the auditor executing a
                           confidentiality agreement in a form reasonably,
                           acceptable to Licensee relating to the auditors
                           performance of an audit hereunder.

                  b.       Licensee shall have the right to retain a U.S.
                           nationally prominent or other mutually agreeable
                           independent auditor to whom Infoseek shall allow
                           reasonable access to Infoseek's books of account and
                           other records relating to the calculation of the
                           amounts payable as provided in this Section 9 and
                           Section 8.1 for the purpose of verifying the amounts
                           due and payable to Licensee under this Agreement. The
                           information disclosed by Infoseek to such auditors in
                           the course of performing such audit will be kept

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                           confidential by the auditor. Access to Infoseek's
                           documentation shall be during Infoseek's regular
                           business hours upon at least fifteen (15) days prior
                           written notice and may be conditioned upon the
                           auditor executing a confidentiality agreement in a
                           form reasonably acceptable to Infoseek relating to
                           the auditor's performance of an audit hereunder.

10.      DEFAULT; DISPUTES

         10.1     Either party may terminate this Agreement by giving written
                  notice to the other party, specifying the reasons therefor:

                  a.       if the other party fails to perform or comply with a
                           material provision of this Agreement, including
                           Licensee's failure to promptly pay any material
                           amount(s) due under the provisions of Exhibit B, and
                           such party fails to cure alleged default within sixty
                           (60) days following its receipt of a written notice
                           of such default, or

                  b.       if the other party becomes insolvent, admits in
                           writing its inability to pay its debts as they
                           mature, makes an assignment for the benefit of
                           creditors, files or has filed against it by a third
                           party any petition under any Bankruptcy Act, or any
                           application for a receiver of the other party is made
                           by anyone and such petition or application is not
                           resolved favorably to the other party within sixty
                           (60) days.

         10.2     Termination shall be effective sixty (60) days following one
                  party giving notice to the other party, if the occurrence
                  giving rise to the right of termination has not been cured.
                  The parties shall endeavor to effect a smooth transition in
                  the event of such a termination, and specifically shall use
                  their reasonable best efforts to avoid interruption of any
                  Aggregate Shopping Service utilizing the Licensed Software
                  upon such termination.

         10.3     The right to terminate this Agreement under this Section 10
                  shall not preclude any other rights and remedies provided by
                  law or equity or this Agreement.

         10.4     In the event of any disputes other than whether payments are
                  due under this Agreement, authorized representatives of
                  Infoseek and Licensee shall meet no later than ten (10)
                  working days after receipt of notice by either party of
                  request for dispute resolution and shall enter into good faith
                  negotiations aimed at resolving the dispute. If the
                  representatives are unable to reach mutually satisfactory
                  resolution of the dispute within the next five (5) working
                  days, each party shall, within five (5) working days,
                  designate a top management executive who will attempt, over
                  the next thirty (30) days, to resolve the dispute. No party
                  shall bring legal action for breach of this Agreement until
                  the thirty (30) days have elapsed. This Section 10.4 shall not
                  limit either party's ability to seek an injunction or other
                  equitable relief for breach of confidentiality as set forth in
                  Section 5 of this Agreement, breach of Sections 1.4 or 8.1 of
                  this Agreement, or as may be necessary to protect either
                  party's intellectual property, name or resources.

11.      TERMINATION

         11.1     Termination of this Agreement by either party shall not act as
                  a waiver of any breach of this Agreement and shall not release
                  or limit liability for breach of a party's obligations
                  hereunder at law or in equity. Upon termination or expiration
                  of this Agreement, Licensee's licenses, including licenses
                  granted for Licensed Software, and documentation therefor,
                  granted under this Agreement shall terminate.

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         11.2     Immediately upon termination of this Agreement, Licensee shall
                  deliver to Infoseek all copies of the Licensed Software,
                  Documentation, and any other materials provided by Infoseek to
                  Licensee hereunder or in its possession or under its control,
                  and shall furnish to Infoseek a written acknowledgment that
                  such delivery has been fully effected. Within thirty (30) days
                  after termination of this Agreement, Licensee shall pay to
                  Infoseek all sums then due and owing.

         11.3     The respective rights and obligations of Infoseek and Licensee
                  under the provisions of Paragraphs 1.4, 1.5, 2, 4, 5, 7, 9,
                  11, 12, 15 and all other provisions of this Agreement which
                  may be reasonably interpreted or construed as surviving the
                  termination or expiration of this Agreement, shall survive the
                  termination or expiration of this Agreement.

12.      GOVERNING LAW

         This Agreement shall be interpreted, construed and enforced in all
         respects in accordance with the laws of the State of California. The
         parties agree that the United Nations Convention on Contracts for the
         International Sale of Goods is specifically excluded from application
         to this Agreement. Each party irrevocably consents to the exclusive
         jurisdiction of any state or federal court for or within Santa Clara
         County, California over any action or proceeding arising out of or
         related to this Agreement, and waives any objection to venue or
         inconvenience of the forum in any such court.

13.      SOLE AGREEMENT

         This Agreement sets forth the entire agreement and understanding
         between the parties as to the subject matter hereof and merges all
         prior and contemporaneous discussions, communications, writings or
         agreements between them. This Agreement shall not be modified except by
         a written agreement dated on or subsequent to the date of this
         Agreement and signed on behalf of Licensee and Infoseek by their
         respective duly authorized representatives.

14.      SEVERABILITY

         If any provision or provisions of this Agreement shall be held to be
         invalid, illegal or unenforceable, the validity, legality and
         enforceability of the remaining provisions shall not in any way be
         affected or impaired thereby. Parties will seek in good faith to agree
         on replacing an invalid, illegal, or unenforceable provision with a
         valid, legal, and enforceable provision which, in effect, will form an
         economic viewpoint, most nearly and fairly approach the effect of the
         invalid, illegal, or unenforceable provision.

15.      ASSIGNMENT

         Neither party may assign this Agreement by operation of law or
         otherwise, in whole or in part, other than pursuant to a merger or a
         transfer of a majority of its assets, without the other party's written
         consent, which consent shall not be unreasonably withheld or delayed;
         provided, however, either party may assign this Agreement to an
         Affiliate or Successor without the prior written consent of the other
         party and further provided that Licensee may not assign this Agreement
         to any entity which provides a general Internet or Intranet search
         service directly or indirectly competitive to Infoseek. "Affiliate"
         shall mean any entity of which a party owns at least one-third of the
         equity, or any entity that owns at least one-third of the equity of
         either party. "Successor" means any entity that has a right to provide
         Big Yellow or the Service. Any attempt to assign this Agreement in
         derogation hereof shall be null and void.

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16.      THE PARTIES AS INDEPENDENT CONTRACTORS

         The parties to this Agreement are independent contractors. Neither
         party is an agent, representative or partner of the other party.
         Neither party shall have any right, power or authority to enter into
         any agreement for or on behalf of, or to incur any obligation or
         liability of, or to otherwise bind, the other party. This Agreement
         shall not be interpreted or construed to create an association, joint
         venture or partnership between the parties or to impose any partnership
         obligation or liability upon either party, and only for so long as such
         minimal ownership exists.

17.      WAIVER

         The waiver by either party of a breach of or a default under any
         provision of this Agreement by the other party shall not be construed
         as a waiver of any subsequent breach of the same or any other provision
         of the Agreement, nor shall any delay or omission on the part of either
         party to exercise or avail itself of any right or remedy that it has or
         may have hereunder operate as a waiver of agreement or remedy by such
         party.

18.      FURTHER ASSURANCES

         Each party shall take such action (including, but not limited to, the
         execution, acknowledgment and delivery of documents) as may reasonably
         be requested by the other party for the implementation or continuing
         performance of this Agreement.

19.      FORCE MAJEURE

         Except for Licensee's payment obligations to Infoseek under this
         Agreement, neither party shall be liable to the other for any failure
         or delay in complying with the provisions, terms and conditions of this
         Agreement, nor shall any such failure or delay constitute an event of
         default, if such failure or delay shall be due to causes beyond either
         of the party's reasonable control. This provision shall not, however,
         release a party from using its reasonable best efforts to avoid or
         remove all such causes and both parties shall continue performance
         hereunder with reasonable dispatch whenever such causes are removed. A
         party claiming such non-liability shall give prompt notice thereof to
         the other party.

20.      NOTICES

         Any notice, approval, request, authorization, direction or other
         communication under this Agreement shall be given in writing, will
         reference this Agreement, and shall be deemed to have been delivered
         and given when (a) delivered personally or upon receipt of confirmed
         fax; (b) three (3) business days after having been sent by registered
         or certified first class mail, return receipt requested, postage and
         charges prepaid, whether or not actually received; or (c) one (1)
         business day after deposit with a commercial overnight carrier, with
         written verification of receipt. All communications will be sent to the
         addresses set forth below or to such other address as may be designated
         by a party by giving written notice to the other party pursuant to this
         Section 20.

If to Licensee:                              With a copy to:
President                                    General Counsel
NYNEX Information Technologies Company       NYNEX Information Resources Company
35 Village Road                              35 Village Road
Middleton, MA 01949                          Middleton, MA 01949
Fax (508) 762-1066                           FAX (508) 762-1071



                                    11 of 25
 

 If to Infoseek:                                 With a copy to:

 President                                       Infoseek Corporation
 Infoseek Corporation                            Attn.: Legal Department
 2620 Augustine Drive, Suite 250                 2620 Augustine Drive, Suite 250
 Santa Clara, CA 95054                           Santa Clara, CA 95054
 FAX: (408) 986-1889                             FAX: (408) 986-1889


 21.      PUBLICITY

                   Nothing contained in this Agreement shall be construed as
          conferring any right to use in advertising, publicity or other
          promotional activities any name, trade name, trademark or other
          designation of either party (including any contraction, abbreviation
          or simulation of the foregoing): and each party agrees not to use or
          refer to this Agreement or any provision thereof in any promotional
          activity without the express written approval of the other party,
          however, either party may issue a press release regarding this
          Agreement solely upon the prior approval of the other party. If a
          party does not give notice of its disapproval of the press release
          within three (3) business days of its receipt of a proposed press
          release, such failure to respond shall be deemed approval of said
          press release. Unless required by law, and except for disclosure on a
          "need to know basis" to its own employees, and its legal, investment,
          financial and other professional advisers, each party agrees not to
          disclose the terms of this Agreement or matters related thereto
          without the prior written consent of the other party.

 22.      TERMS CONTROL

          The terms of this Agreement shall control any conflicting or
          inconsistent standard terms or conditions on any purchase order or
          invoice of either party, notwithstanding any provision to the contrary
          in any such purchase order or invoice.

 23.      HEADINGS

          The headings used in this document are for convenience only and are
          not to be construed to have legal significance.

 24.      ESCROW FOR SOURCE CODE

*                   24.1 Within [  ] of the Effective Date, Infoseek shall
                    provide to Escrow Agent identified in Exhibit C the
                    available buildable Source Code of the Licensed Software for
                    deposit with Data Securities International. Infoseek shall
                    keep the Source Code in escrow current by providing to
                    Escrow Agent, a new deposit of the available Source Code for
*                   applicable updates not less than [  ] while this Agreement
                    is in effect. This Section 24 shall apply to Licensee only
                    and not to any Affiliate or Sublicensee, or to any Third
                    Party Portions.

          24.2      Licensee shall have access to the Source Code upon the
                    occurrence of any of the events and subject to the 
                    provisions set forth in Exhibit C.

          24.3      During the term of this Agreement, the Source Code shall
                    remain in escrow and may not be
 

*CONFIDENTIAL TREATMENT REQUESTED
 FOR REDACTED PORTION

                                    12 of 25
                                               

                  delivered to or used by Licensee except as provided in Exhibit
                  C.

                                    13 of 25
                                               


IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
later of the two (2) dates set forth below.



ACCEPTED FOR INFOSEEK CORPORATION                           ACCEPTED FOR NYNEX INFORMATION
                                                            TECHNOLOGIES COMPANY
                                                         
By:                                                         By: 
   ----------------------------------                          ---------------------------------
     Authorized Signature                                        Authorized Signature

Print Name:  ROBERT E.L. JOHNSON III                        Print Name: Matthew J. Stover
           --------------------------                                  -------------------------
Title:  CEO & PRESIDENT                                     Title: Chairman of the Board
       ------------------------------                            -------------------------------
Date:  MARCH 29, 1996                                       Date:  March 29, 1996
     --------------------------------                             ------------------------------  




                                    14 of 25
                                               

                                    EXHIBIT A

I.       LICENSED SOFTWARE:

         Infoseek software currently code-named:  "Ultraseek"

         (including search, retrieval, indexing and network spider technology)

II.      LICENSED SOFTWARE DOCUMENTATION:

III.  INFOSEEK DELIVERABLES:

         Master of the Licensed Software in binary form:

         Related documentation

IV.      ANTICIPATED DELIVERY DATE:

         TBD

                                    15 of 25
                                               

                                    EXHIBIT B
                                  FEE SCHEDULE

LICENSED SOFTWARE LICENSE FEES:

The following non-refundable fees shall apply for the Licensed Software:

*        Licensed Software                              [          ]

         *See Section 9 of the Agreement for Licensed Software License Fees
         applicable to Renewal Terms

Except as provided in Section 9 of the Agreement, all applicable fees and
payments under this Agreement shall be due and payable Net thirty (30) days from
the date of Infoseek's applicable invoice(s). Licensee shall pay to Infoseek the
royalties payable by Infoseek applicable to the Third Party Portions licensed
hereunder.

ADDITIONAL CONSIDERATIONS:

Licensee agrees to conspicuously display on the appropriate page of Big Yellow a
mutually agreed upon notice indicating that the search and retrieval technology
utilized by the Big Yellow service is technology licensed from Infoseek
Corporation.

*CONFIDENTIAL TREATMENT REQUESTED
 FOR REDACTED PORTION

                                    16 of 25

                                               

                                    EXHIBIT C
                                ESCROW AGREEMENT

EFFECTIVE this ____ day of _____________ ("Effective Date"), this Escrow
Agreement ("Escrow Agreement") is entered into by NYNEX INFORMATION TECHNOLOGIES
COMPANY, with its principal place of business at 35 Village Road, Middleton,
Massachusetts 01949 ("NYNEX") and Infoseek Corporation, with its principal place
of business at 2620 Augustine Drive, Suite 250, Santa Clara, CA 95054
("Infoseek"), and Data Securities International,
__________________________________ ("Escrow Agent").

                                    RECITALS

WHEREAS, Infoseek will provide NYNEX with Infoseek Licensed Software ("Licensed
Software") in executable form, and Infoseek documentation (collectively
"Infoseek Products") pursuant to the certain Software License Agreement dated
_________________, 1996 between NYNEX and Infoseek ("Underlying Agreement").
Except as otherwise indicated, all capitalized terms in this Agreement have the
same meaning as defined in the Underlying Agreement.

WHEREAS, This Escrow Agreement provides to NYNEX only and not to any Sublicensee
or Affiliate, the availability to access Source Code for the Licensed Software
("Source Code") upon the occurrence of the events described in and subject to
Sections 4 and 5 of this Escrow Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth in this Escrow
Agreement, NYNEX, Infoseek and Escrow Agent agree as follows:

1.       Deposit of Source Code.

         (a)      No later than one hundred twenty (120) days following the
                  Effective Date of this Escrow Agreement, Infoseek shall
                  deposit and Escrow Agent shall accept, for storage purposes
                  only, the buildable available Source Code of each Licensed
                  Software and any additional Licensed Software covered by the
                  Underlying Agreement as at any time amended. Deposit shall be
                  made at Data Securities International,
                  __________________________________.

         (b)      Source Code shall include for Licensed Software copies of all
                  current source code lines and any associated support
                  documentation, excluding those portions of the Source Code
                  which belong to third parties and are unavailable to Infoseek
                  or which Infoseek has licensed from third parties which
                  Infoseek does not have the right to sublicense or disclose to
                  NYNEX.

2.       Title to Source Code.

Infoseek will retain ownership of all intellectual property contained in the
deposited Source Code including all copyright, trade secret, patent or other
intellectual property rights subsisting in such Source Code.

3.       Release of Source Code to NYNEX.

The copy of the Source Code on deposit in escrow pursuant to those Agreement
shall be released to NYNEX only in accordance with the terms of this Agreement.

4.       Release Event; Escrow as Supplementary.

         (a)      In the event Infoseek voluntarily commences a Chapter 7
                  proceeding under the Federal Bankruptcy Act and the proceeding
                  remains undismissed for a period of one hundred twenty (120)
                  days, then

                                    17 of 25
                                               


                  NYNEX shall so notify Escrow Agent in writing, providing
                  evidence of the filing and the duration of such proceedings
                  and make a formal demand that the Escrow Agent release the
                  Source Code to NYNEX. Following expiration of such one hundred
                  twenty (120) day period, the provisions of Section 5 shall not
                  be applicable and Escrow Agent shall promptly release the
                  Source Code to NYNEX.

         (b)      Infoseek and NYNEX acknowledge that this Escrow Agreement is
                  an "agreement supplementary to" the Underlying Agreement as
                  provided in Section 365 (n) of Title 11, United states Code
                  ("the Bankruptcy Code"). Infoseek acknowledges that if
                  Infoseek as a debtor-in-possession or if a trustee in
                  bankruptcy in a case under the Bankruptcy Code rejects the
                  Underlying Agreement or this Escrow Agreement, NYNEX may elect
                  to retain its rights under the Underlying Agreement and this
                  Escrow Agreement as provided in Section 365 (n) of the
                  Bankruptcy Code. Upon written request of NYNEX to Infoseek or
                  the bankruptcy trustee, Infoseek or such bankruptcy trustee
                  will not interfere with the rights of NYNEX as provided in the
                  Underlying Agreement and this Escrow Agreement to obtain the
                  Source Code from the bankruptcy trustee or from the Escrow
                  Agent, and will, if requested, cause a copy of the Source Code
                  to be available to NYNEX.

5.       Failure of Infoseek to Perform Support Services.

         (a)      (i)      If Infoseek or Infoseek's successor in interest
                           is unable to provide Support Services as required by
                           the Underlying Agreement (and in breach of its
                           obligation under that Underlying Agreement) because
                           of the insolvency of Infoseek as defined in Article
                           1-201 (23) of the Uniform Commercial Code, NYNEX
                           shall so notify Infoseek in writing ("Deficiency
                           Notice"), specifying in reasonable detail the basis
                           for Infoseek's failure or inability to provide
                           Support Services. NYNEX shall serve a copy of the
                           Deficiency Notice simultaneously upon the Escrow
                           Agent.

                  (ii)     If Infoseek or Infoseek's successor in interest is
                           unable to discharge any of its Support Services
                           obligations as required by Section 8 of the
                           Underlying Agreement (and in breach of its
                           obligations under that Underlying Agreement), NYNEX
                           shall so notify Infoseek in writing ("Deficiency
                           Notice"), specified in reasonable detail the basis
                           for such failure. NYNEX shall serve a copy of the
                           Deficiency Notice simultaneously upon the Escrow
                           Agent.

         (b)      For a period of sixty (60) days after service of the
                  Deficiency Notice ("Cure Period"), Infoseek shall have the
                  right to cure the alleged deficiencies and shall correspond
                  with and deal directly with NYNEX; provided, however, Infoseek
                  and NYNEX shall promptly effect the Software support and
                  Program error corrections process described In Exhibit C-1
                  hereto and NYNEX shall be entitled to seek the injunctive
                  relief described therein, without recourse to Section 6 below.

         (c)      If at the end of the Cure Period the alleged support
                  deficiencies have not been cured NYNEX shall notify Infoseek
                  and the Escrow Agent in writing, specifying in reasonable
                  detail the deficiency with respect to the Support Services and
                  make a Demand Notice.

         (d)      If Infoseek disagrees with the Demand Notice specified in
                  Paragraph 5 (c) above, Infoseek shall so notify the Escrow
                  Agent and NYNEX in writing (Objection Notice) within thirty
                  (30) calendar days after receipt of the Demand Notice and
                  Escrow Agent shall not release the Source Code unless
                  otherwise directed by Infoseek and NYNEX jointly. Failure of
                  Infoseek to give timely Objection Notice shall conclusively
                  establish its consent to the immediate release of the Source
                  Code to NYNEX under the terms of this Agreement.

                                    18 of 25
                                               

6.       Dispute Resolution.

         6.1      In the event of any dispute involving the release of the
                  Source Code under Section 5, authorized representatives of
                  Infoseek and NYNEX shall meet pursuant to Section 10.4 of the
                  Underlying Agreement ("Dispute Resolution") and the parties
                  shall attempt to expeditiously resolve such disputes in
                  accordance thereunder.

         6.2      In the event of a Deficiency Notice given pursuant to
                  Paragraph 5 (a) (ii) above which leads to a dispute pursuant
                  to Paragraph 6.1 and the dispute fails to get resolved
                  pursuant to the timeframes specified in Section 10.4 of the
                  Underlying Agreement, then either party may seek binding
                  arbitration in accordance with the commercial rules of the
                  American Arbitration Association then in effect to resolve the
                  dispute. Such arbitration shall take place in Santa Clara,
                  California and shall be conducted by three (3) arbitrators,
                  one (1) which shall be selected by each party and the third
                  which shall be selected by the other two arbitrators within
                  the time limits established by the existing rules of the
                  American Arbitration Association. The chairman of such panel
                  of arbitrators shall be an attorney at law, and the other
                  arbitrators shall have a background or training in either
                  computer law, computer science or marketing or computer
                  industry products. Each arbitrator shall be knowledgeable in
                  business information and data processing systems. The
                  arbitrators shall have the authority to permit discovery, the
                  extent deemed appropriate by the arbitrators, upon request of
                  a party. The arbitrators shall have no power or authority to
                  add to or detract from the agreements of the parties, and the
                  cost of the arbitration shall be borne equally. The
                  arbitrators shall have the authority to grant injunctive
                  relief in a form substantially similar to that which would
                  otherwise be granted by a court of law. The arbitrators shall
                  have no authority to award punitive or consequential damages.
                  The resulting arbitration award may be enforced, or injunctive
                  relief may be sought, in any court of competent jurisdiction.
                  The parties stipulate that the Superior Court of the County of
                  Santa Clara, California or the United States District Court
                  for the Northern District of California are courts of
                  competent jurisdiction for this purpose.

7.       License of Source Code.

         7.1      If the Source Code is delivered out of escrow to NYNEX
                  pursuant to Section 4 (Bankruptcy/Insolvency) of this Escrow
                  Agreement, NYNEX shall be licensed by Infoseek subject to the
                  conditions of this Escrow Agreement and the Underlying
                  Agreement pursuant to a non-transferable, non-exclusive,
                  fully-paid, license to the Source Code for a term of the
                  lesser of the remaining duration of the term of the Underlying
                  Agreement or until Infoseek shall have or Infoseek's
                  successor-in-interest shall have a reasonably demonstrable
                  capability of meeting the Support Services obligations under
                  the Underlying Agreement. The license entitles NYNEX solely to
                  use, copy, modify, maintain and update the Source Code in all
                  such respects as may be necessary for NYNEX to maintain and
                  update Licensed Software. Infoseek also grants NYNEX the
                  rights specified in Section 8 below.

         7.2      If the Source Code is delivered out of escrow to NYNEX
                  pursuant to Section 5 (Failure to Perform Support Services) of
                  this Escrow Agreement, NYNEX shall be licensed by Infoseek
                  subject to the conditions of this Escrow Agreement and the
                  Underlying Agreement, pursuant to a non-exclusive,
                  non-transferable license solely to use, copy, modify, maintain
                  and update the Source Code in all such respects as may be
                  necessary for NYNEX to maintain and update the existing
                  licenses received and sublicenses granted by or through NYNEX
                  under the Underlying Agreement for the Licensed Software.
                  NYNEX shall have no license to grant new sublicenses. Infoseek
                  also grants NYNEX the rights specified in Section 8 below.

                                    19 of 25
                                               

         7.3      NYNEX shall indemnify Infoseek against any losses actually
                  incurred by Infoseek as a result of NYNEX wrongfully gaining
                  access to the Source Code and/or failing to observe the
                  restrictions and conditions as to its use as set forth herein.

8.       Confidentiality and Use of Source Code.

         (a)      Upon release of the Source Code to NYNEX pursuant to this
                  Escrow Agreement, NYNEX shall preserve the Source Code in
                  confidence in accordance with the same degree of care
                  practiced by it, but not less than reasonable care, to
                  safeguard its proprietary source code against unauthorized use
                  and disclosure, and shall use the Source Code only as
                  authorized under this Escrow Agreement and the Underlying
                  Agreement.

         (b)      This Section 8 shall survive the termination of this Escrow
                  Agreement for a period of twenty-five (25) years.

9.       Fees.

         NYNEX shall pay to Escrow Agent, in advance, fees at the standard rate
         prescribed from time to time by Escrow Agent for performance of
         services under this Escrow Agreement.

10.      No Duty to Inquire into Truth, Authenticity of Authority/Right to
         Require Additional Documents,

         Escrow Agent shall not be required to inquire into the truth of any
         statements or representations contained in any notices, certificates or
         other documents required or otherwise provided hereunder, and shall be
         entitled to assume that the signatures on such documents are genuine,
         that the persons signing on behalf of any party thereto are duly
         authorized to execute the same, and that all actions necessary to
         render any such documents binding on the party purportedly executing
         the same have been duly undertaken. Without in any way limiting the
         foregoing, Escrow Agent may in it's discretion require from Infoseek or
         NYNEX additional documents which it deems to be necessary or desirable
         in the course of performing its obligations hereunder.

11.      No Liability.

         Both Infoseek and NYNEX agree to and hereby do release Escrow Agent
         from and against any and all liability to them for losses, damages, and
         expenses (including attorneys' fees) that may be incurred by them on
         account of Escrow Agent's compliance in good faith with the terms of
         this Escrow Agreement.

12.      Notices.

         Notices, demands and other communications under this Agreement shall be
         delivered by registered or certified mail, return receipt requested, to
         the intended recipient at the address set forth below, or to such other
         address as such recipient shall have designated by notice to the
         sending party. Notices shall be deemed to have been given and received
         when signed for on the return receipt.

                                    20 of 25

If to Infoseek:                           If to NYNEX:
Attn: General Counsel                     Attn: _______________________
Infoseek Corporation                      NYNEX Information Technologies Company
2620 Augustine Drive, Suite 250           35 Village Road
Santa Clara, CA 95054                     Middleton, MA 01949
Telephone: (408) 567-2700                 Telephone: (508) ________
FAX: (408) 986-1889                       FAX: (508) 762-1066

If to Escrow Agent:
Attn: Escrow Officer
Data Securities International

- -----------------------------
- -----------------------------
Telephone
         --------------------
Fax:
    -------------------------

13.      Termination.

         This Escrow Agreement shall remain in full force and effect until the
         expiation or termination of the Underlying Agreement, unless terminated
         earlier in accordance with the provisions of this Escrow Agreement.
         This Escrow Agreement may not be terminated or modified except in
         writing signed by Escrow Agent, Infoseek and NYNEX. Upon termination of
         this Escrow Agreement Escrow Agent shall return Source Code to
         Infoseek.

14.      Entire Agreement.

         This Escrow Agreement and the Underlying Agreement set forth and the
         entire agreement and understanding between the parties relating to the
         subject matter hereof, superseding and merging all prior and
         contemporaneous discussions, proposals, and agreements, oral or
         written, and all other communications between the parties relating to
         this Escrow Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement by their duly
authorized representatives as of the date or dates set forth below.



NYNEX INFORMATION TECHNOLOGIES                              INFOSEEK CORPORATION
COMPANY
                                                         
                                                            By: 
                                                               -----------------------------------
By: 
   ----------------------------
                                                            Print Name ---------------------------

Print Name  
          --------------------- 
                                                            Title  
                                                                  ---------------------------------
Title  
      -------------------------
                                                            Date 
                                                                 ----------------------------------
Date  
     --------------------------


                                    21 of 25

DATA SECURITIES INTERNATIONAL

By:
   -------------------------------------- 

Print Name
          -------------------------------

Title  
      -----------------------------------

Date
    -------------------------------------

                                    22 of 25
                                               

                                   EXHIBIT C-1
                 SOFTWARE SUPPORT AND PROGRAM ERROR CORRECTIONS

Support to NYNEX for Program Error diagnosis and primary responsibility for
correcting Licensed Software Errors or Documentation errors will be in the
Infoseek organization.

NYNEX will attempt to diagnose all incoming problem reports; however, it may be
necessary to send problems and problem files to Infoseek for final diagnosis.
Infoseek shall have the capability to receive files electronically by modem from
NYNEX.

The severity of a Program Error will determine the response and correction time
requirements. A "critical" Program Error is one that makes the product
substantially non-functional, without an available workaround, and is a Severity
level 1 in the classification outlined below. A "non-critical" Program Error is
Severity levels 2, 3 or 4 in the classification.

Infoseek shall use its reasonable best efforts to report known bugs and their
workarounds to NYNEX in written or electronic form as soon as such workarounds
are made generally available to Infoseek's customers.

Infoseek shall use its reasonable best efforts to address all "critical" or
"non-critical" Program Errors or bugs as described below:

SEVERITY OF PROGRAM ERRORS        RESPONSE REQUIREMENTS
- --------------------------        ---------------------
"Critical"                        
NYNEX Severity level 1            1.       Acknowledge within four (4) working
                                           hours.  

                                  2.       Provide a workaround upon
                                           acknowledgment, if available.

                                  3.       If the Program Error can be corrected
                                           without a binary change, Infoseek
                                           will provide a workaround or fix to
                                           NYNEX within one (1) week of
                                           Infoseek's acknowledgment, or NYNEX
                                           will provide a reasonable explanation
                                           why the Program Error requires a
                                           longer interval to correct.

                                  4.       If the Program Error must be
                                           corrected by a binary change,
                                           Infoseek will provide a workaround or
                                           fix, at the earliest, approximately
                                           two (2) weeks after acknowledgment,
                                           or Infoseek will provide a reasonable
                                           explanation why the Program Error
                                           requires a longer interval to
                                           correct.                           

If Infoseek fails to perform its obligations under Items 3 or 4 above, NYNEX
shall be entitled to seek injunctive relief demanding specific performance, or,
if appropriate, access to the relevant available Source Code for the affected
portion of the Licensed Software. In the event NYNEX is granted access to such
Source Code such access shall be subject to the restrictions, limitations and
obligations applicable to NYNEX set forth in the Source Code Escrow Agreement
attached as Exhibit C to the Agreement, and shall be deemed as received pursuant
to Section 5(a)(i) of such Escrow Agreement, regardless of whether Section 4 (a)
of such Escrow Agreement would have been

                                    23 of 25
                                               

otherwise applicable or not; provided, however, NYNEX shall have access to the
Source Code solely for the purpose of effecting the applicable Program Error
Correction and solely for the period of time, not to exceed sixty (60) days,
necessary to effect the Program Error Correction; NYNEX shall promptly
thereafter return to the Escrow Agent the Source Code and all copies thereof,
and shall provide to Infoseek all modifications and additions made to the Source
Code to effect the Program Error Correction well as a copy of any revised binary
code created thereby. Access to Source Code for Third Party Portions under this
Exhibit C-1 and Exhibit C shall occur solely to the extent, if any, Infoseek
shall have been granted rights from the applicable Third Party consistent
therewith to provide such Source Code to Licensee.

"Non-critical"                         1. Acknowledge within four (4) working
NYNEX Severity levels 2, 3 or 4            hours.

                                       2. Workaround/fix provided if and when
                                           available. Provide a workaround upon
                                           acknowledgment, if available.
                                        
                                        3. Provide NYNEX with a fix, if and when
                                           available in a subsequently released
                                           product.

                                    24 of 25
                                               

The severity level of a Program Error will be jointly determined by Infoseek and
NYNEX pursuant to the following definitions:

Program Error Severity Levels

1.       Major impact* and no workaround** exists

2.       Major impact, but a workaround exists

3.       Significant deviation from Documentation

4.       Minor deviation from Documentation, inconsistent or inconvenient to 
         use.

5.       No bug, determined to be operator error or a third party error

6.       Enhancement


- ----------------
*        Major impact- directly attributable to Licensed Software and not
         attributable to any hardware, server, operating system or window
         manager and causes the workstation, network or software to crash under
         normal operating conditions, severely impacts production or results in
         corruption of datafile.

**       Workaround- an alternative that can be used to obtain the same
         functionality.



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