U.S. English-Language Net Search Program Distinguished Provider Services Agreement - Netscape Communications Corp. and GoTo.com Inc.


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                      NETSCAPE COMMUNICATIONS CORPORATION
                    U.S. ENGLISH-LANGUAGE NET SEARCH PROGRAM
                   DISTINGUISHED PROVIDER SERVICES AGREEMENT
                                  Cover Sheet
                                     ------

                                        
                                 GoTo.com Inc.
-------------------------------------------------------------------------------
      Full legal name of Distinguished Provider ('Distinguished Provider')
  


130 West Union Street, Pasadena, CA 91103 USA
--------------------------------------------------------------------------------
Address of Distinguished Provider's           City       State     Zip/Country
Principal Place of Business

Contact Person: Talmadge O'Neill

Contact Person's Phone: 626-535-2872 Fax: 626-535-2701 E-mail talmadge@goto.com
                        ------------      ------------        -----------------



Distinguished Provider is organized in the state of           Delaware
                                                     ---------------------------


IMPORTANT NOTICE; UPON EXECUTION BY THE PARTIES, THIS NETSCAPE COMMUNICATIONS
CORPORATION ('NETSCAPE') U.S. ENGLISH LANGUAGE NET SEARCH PROGRAM-DISTINGUISHED
PROVIDER SERVICES AGREEMENT, OF WHICH THIS PAGE IS A COVER SHEET, ALLOWS
DISTINGUISHED PROVIDER TO PARTICIPATE IN THE NET SEARCH PROGRAM AS DESCRIBED
HEREIN. BY SIGNING THIS COVER SHEET, DISTINGUISHED PROVIDER AGREES TO ALL THE
TERMS AND CONDITIONS ATTACHED (COLLECTIVELY, THE 'AGREEMENT'). FAILURE TO
COMPLY WITH THIS AGREEMENT MAY RESULT IN TERMINATION.

OBJECTIVE: To direct users of a Netscape client software Internet browser
product ('Browser') to U.S. English-language Internet search and directory
services.

Distinguished Provider Category :    Search for Products & Services
                                 -----------------------------------
Territory: United States
           -------------

Local Language: U.S. English
                ------------

Distinguished Period: 1 year, from June 1, 1998 (Launch) to May 31, 1999.
                      ------------------------------------------------------

Effective Date: Date of Netscape's Acceptance
                -----------------------------


   DISTINGUISHED PROVIDER            NETSCAPE COMMUNICATIONS CORPORATION
      GoTo.com, Inc.

By: /s/ JEFFREY BREWER               By:
   ----------------------------         --------------------------------

Name: Jeffrey Brewer                 Name:
     --------------------------           ------------------------------

Title: CEO                           Title:
      -------------------------            -----------------------------

Date: 5/13/98                        Date of Acceptance ('Effective
     --------------------------      Date')
                                           -----------------------------
                                     Address: 501 East Middlefield Road,
                                     Mountain View, CA 94043

                                       1



              DISTINGUISHED PROVIDER SERVICES TERMS AND CONDITIONS

1.  Distinguished Provider.  The entity ('Distinguished Provider') named on 
the Cover Sheet to this agreement ('Agreement') provides a featured search 
and directory service for the U.S. English-language HTML page accessible by the 
public via the Internet at the Universal Resource Locator ('URL') http://home.
netscape.com/escapes/search, or such other URL as Netscape may designate from
time to time in writing (the 'Page'). The page is part of the collection of
U.S. English-language HTML documents accessible by the public via the Internet
at the URL http://home.netscape.com and/or at such other URL or URL's as
Netscape may designate ('Netscape's U.S. English-language Web Site'). The Page
may also be accessed by users of the Netscape-distributed English-language
version of the Browser by pressing or 'clicking' on the Net Search Button, or
such other methods as Netscape may specify from time to time. Notwithstanding
the foregoing. Netscape reserves the right to determine other means whereby
users may access pages which provide Internet search and directory services
on Netscape's U.S. English-language Web Site including, but not limited to,
through the use of mirror sites and pointers based on a user's IP address, and
which pages are separate and distinct from the Page described in this Agreement.

2.  Distinguished Period.  Unless sooner terminated as provided for in this 
Agreement, Netscape will maintain the Distinguished Listing (as defined below) 
on the Page from the evening of June 1, 1998 until May 31, 1999 
('Distinguished Period'). The parties may, upon mutual written agreement no 
less than 30 days prior to the end of the Distinguished Period, extend the term 
of this Agreement for an additional 12 month period upon terms and conditions 
agreed to by the parties: provided, however, nothing contained herein shall 
obligate either party to agree to extend the term of this Agreement.

3.  Exposure on Page.  (a) Netscape will list Distinguished Provider's name in 
the Distinguished Provider portion of the Page ('Distinguished Listing')(below 
the logos of any Premier Provider participating in Netscape's Net Search 
Program). Distinguished Provider shall retain all right, title and interest in 
and to the Distinguished Listing. The specifications of the Distinguished 
Listing and its placement on the Page are set forth on Exhibit A hereto. 
Netscape may, upon notice to Distinguished Provider, (i) change the position of 
the Distinguished Listing on the Page, (ii) revise Exhibit A, or (iii) redesign 
or reconfigure Netscape's U.S. English-language Web Site, the Page and/or the 
manner in which an end user interacts with any of the pages of Netscape's U.S. 
English-language Web Site, and Distinguished Provider shall promptly (and in 
any event, within no more than 1 week following receipt of the notice) supply 
Netscape with a revised Distinguished Listing which conforms to the 
specifications of the revised Exhibit A. (b) Netscape will produce the Page, as 
set forth on Exhibit A which Exhibit Netscape may revise from time to time, 
such that when an end user presses or 'clicks' on the Distinguished Listing, 
the end user's Browser will access/ ('Distinguished Link') Distinguished 
Provider's applicable HTML page located at the applicable URL (as supplied by 
Distinguished Provider) for such page on Distinguished Provider's Web site 
('Distinguished URL'). Distinguished Provider hereby grants Netscape a 
royalty-free worldwide license to use, display, perform, reproduce and 
distribute the Distinguished Listing. Distinguished Link and Distinguished URL 
and such other licenses with respect to the Distinguished Listing, 
Distinguished Link and Distinguished URL necessary to fulfill the intention of 
this Agreement. (c) Netscape will use reasonable commercial efforts to remedy 
any material misplacement of the Distinguished Listing on the Page or any 
material malfunctioning of the Distinguished Link under the control of 
Netscape, provided Distinguished Provider will fully cooperate with Netscape to 
remedy any such material malfunctioning or misplacement, and provided further 
that Netscape shall not incur liability for any failure to remedy such material 
malfunctioning or misplacement if such remedy is not within the reasonable 
control of Netscape.

4.  Fees and Taxes.  (a) For the benefits provided to Distinguished Provider 
during the Distinguished Period, Distinguished Provider shall pay Netscape in 
accordance with the following tiered pricing based on clicks:

Tier 1: Up to 5,000 average Clicks per day = US$20,000 per 
month

Tier 2: 5,001-15,000 average Clicks per day = US$30,000 per 
month

Tier 3: 15,001-45,000 average Clicks per day = US$40,000 per 
month

Tier 4: 45,001-90,000 average Clicks per day = US$50,000 per 
month

Tier 5: 90,001 or more average Clicks per day = US$60,000 per 
month

('Click' means an action typically resulting from a user positioning his mouse 
cursor on a clickable hyperlink and selecting or clicking on that hyperlink. 
Clicks are counted as a redirection of a user's click through the Netscape 
server access logs to the Distinguished Providers Page).

Netscape will invoice Distinguished Provider monthly based on the average  
daily Clicks for the first month. If the average daily Clicks per month for 
successive months is lower or higher than the initial month, Netscape will 
provide an adjusted invoice accordingly. In the event a termination date falls 
short of a full month, then Netscape will invoice Distinguished Provider 
prorata for that portion of the month prior to termination. During the first 
month only, Netscape will also provide Distinguished Provider with weekly Click 
reports. (b) All amounts payable to Netscape must be paid in a single payment 
within 30 days of the date of Netscape's invoice. All payments shall be made by 
wire transfer or remittance in accordance with Netscape's instructions on such 
invoice. Past due amounts shall bear interest at the lower of 1-1/2% per month 
or the maximum rate allowed by law until paid in full. All payments by 
Distinguished Provider are in U.S. Dollars and are exclusive of any applicable 
taxes. Distinguished Provider shall pay, indemnify and hold Netscape harmless 
from all import duties, customs fees, levies or imposts, and all sales, use, 
value added, consumption, withholding or other taxes of any nature, other than 
taxes on Netscape's net income, including penalties and interest, and all 
government permit or license fees assessed upon or with respect to any payments 
by Distinguished Provider (except to the extent Distinguished Provider provides 
Netscape with a valid tax exemption certificate). If any applicable law 
requires Distinguished Provider to withhold amounts from any payments to 
Netscape hereunder, (i) Distinguished Provider shall effect such withholding, 
remit such amounts to the appropriate taxing authorities and promptly furnish 
Netscape with tax receipts evidencing the payments of such amounts, and 
(ii) the sum payable by 

                                       2

 

Distinguished Provider upon which the deduction or withholding is based shall
be increased to the extent necessary to ensure that, after such deduction or
withholding, Netscape receives and retains, free from liability for such
deduction or withholding, a net amount equal to the amount Netscape would have
received and retained in the absence of such required deduction or withholding.

5.  Additional Distinguished Provider Benefits. (a) Every 3 months during the
Distinguished Period, Netscape will provide Distinguished Provider at no charge
with 500,000 page views of banner advertising service on Netscape's U.S.
English-language Web Site, as such services are described in the Banner
Advertising Terms and Conditions attached hereto as Exhibit C (or such
advertisement's equivalent, in Netscape's reasonable discretion) during the
Distinguished Period. The advertising shall be scheduled at Netscape's
discretion as inventory becomes available and shall end no later than the end of
the Distinguished Period; provided Distinguished Provider supplies Netscape with
the graphic files and other materials and information within the timeframes and
as set forth in the specifications of the applicable Netscape advertising
program and as reasonably requested by Netscape to produce the advertisement.
Distinguished Provider shall enter into Netscape's standard form of advertising
agreement. (b) During the Distinguished Period, Distinguished Provider may
purchase additional advertising on Netscape's U.S. English-language Web Site for
advertising that will run during the Distinguished Period for the service of
Distinguished Provider at a discount of 10% off Netscape's then standard rates
for such advertising.

6.  'Netscape Now' Button Display. In addition to the other obligations set
forth in this Agreement, Distinguished Provider will Display the 'Netscape Now'
button prominently above the fold of either (i) Distinguished Provider's home
page on Distinguished Provider's Web site, or (ii) on all pages linked to the
Distinguished URL, and use best efforts to include the following statement (or a
statement designated by Netscape and generally used by Netscape as a successor
to the following statement or in connection with any successor program to
Netscape's Netscape Now program) next to the Netscape Now button: 'This site is
best viewed with Netscape Communicator. Download Netscape Now!' (or such higher
non-beta version as is then available). Distinguished Provider will produce the
page such that when an end user presses or clicks on the Netscape Now button (or
such other button used in connection with any successor program to the Netscape
Now program), the end user's Internet client software will access the applicable
HTML page located at a URL supplied by Netscape. On any page on which the
Netscape Now button, or a successor button, is displayed, the Netscape Now
button shall be top-most and left-most, and equal to or greater in size and
prominence than the virtual button or other graphic for any third party Internet
client software or software provider. Distinguished Provider shall use
reasonable commercial efforts promptly to remedy any misplacement of the
Netscape Now button on its home page or other pages or any malfunctioning of the
button, provided Netscape will cooperate with Distinguished Provider to remedy
any such misplacement or malfunctioning, and provided further that Distinguished
Provider shall not incur liability for any failure to remedy such misplacement
or malfunctioning if such remedy is not within the reasonable control of
Distinguished Provider. In the event that Netscape replaces the Netscape Now
program with a successor program, Netscape shall advise Distinguished Provider
and Distinguished Provider shall produce the page to conform to such successor
program, provided Distinguished Provider's obligations under such successor
program shall not be materially increased. Netscape hereby grants Distinguished
Provider a nonexclusive, nontransferable, nonassignable, nonsublicensable
license to perform and display the Netscape Now button directly in connection
with fulfilling the foregoing obligation. Distinguished Provider's use of the
Netscape Now button shall be in accordance with Netscape's reasonable policies
regarding advertising and trademark usage as established from time to time by
Netscape, including the guidelines of the Netscape Now Program published on
Netscape's U.S. English-language Web Site. Distinguished Provider acknowledges
that the Netscape Now button is a proprietary logo of Netscape and contains
Netscape's trademarks. In the event that Netscape determines that Distinguished
Provider's use of the Netscape Now button is inconsistent with Netscape's
quality standards, then Netscape shall have the right to suspend immediately
such use of the Netscape Now button. Distinguished Provider understands and
agrees that the use of the Netscape Now button in connection with this Agreement
shall not create any right, title or interest in or to the use of the Netscape
Now button or associated trademarks and that all such use and goodwill
associated with the Netscape Now button and associated trademarks will inure to
the benefit of Netscape. Distinguished Provider agrees not to register or use
any trademark that is similar to the Netscape Now button. Distinguished Provider
further agrees that it will not use the Netscape Now button in a misleading
manner or otherwise in a manner that could tend to reflect adversely on Netscape
or its products.   

7.  Distinguished Provider Obligations. Distinguished Provider will: (a) Use at
least 1 current version of Netscape core Web server software product (currently
comprised of Netscape Enterprise Server) to maintain Distinguished Provider's
Web site and, if requested, provide Netscape of evidence of such use: 
(b) Implement HTML Frames, layers, dynamic HTML pages, Java, JavaScript or the 
then current client software technology (or subsequent features displayable by 
the Browser, within the beta testing period of the availability of such 
features) ('Site Features') for display with those Internet software clients 
capable of displaying the site Features on (i) the Distinguished Provider's Web 
site, provided that Distinguished Provider shall use reasonable commercial 
efforts to implement the Site Features on Distinguished Provider's Web site in a
location and in a fashion as Netscape may agree, and (ii) at least 1 HTML page 
located at the Distinguished URL (or on an HTML page located further down the 
directory tree from the page located at the Distinguished URL; provided 
Distinguished Provider will use reasonable efforts to implement the Site 
Features as high in such directory tree structure as possible), and, where 
appropriate, on all other HTML pages of Distinguished Provider's Web site: 
provided Distinguished Provider shall not be required to implement the Site 
Features on pages of any secondary Web site of Distinguished Provider that 
Distinguished Provider is required to construct to satisfy Distinguished 
Provider's obligations under any third party contract existing as of the 
Effective date of this Agreement. Netscape shall use reasonable commercial 
efforts to help Distinguished Provider implement changes in order to comply with
new Site Features: (c) Include on the page served to an end user in conjunction 
with the results of the end user's search query a 'mailto' link which users of 
Distinguished Provider's service can use to direct questions or help requests to
Distinguished Provider. Distinguished Provider will use reasonable efforts to 
reply promptly, but in any event within 1 week, to any such question or help 
request: and (d) Not provide or implement any means or functionality which would
(i) alter or modify, or enable end users to 

                                       3

alter or modify, the Browser standard user Interface or configuration, 
(ii) disable any functionality of the Browser or any other Internet browser 
software, or (iii) modify the functioning of pages served from Netscape's U.S.
English-language Web Site.

 8.  Usage Reports.  (a) Distinguished Provider will provide Netscape, via
email to the email address set forth below, with usage reports ('Usage Reports')
containing the information and in the format set forth in Exhibit B hereto. The
Usage Reports shall be delivered within 15 days following the end of each month
during the Distinguished Period. The parties may, by mutual written agreement,
alter the content and format of the Usage Reports. (b) Netscape will provide
Distinguished Provider with monthly click reports within 15 days following the
end of each month during the Distinguished Period. Such reports will contain
the daily clicks for each day of that month, the monthly total of clicks and
the daily average of clicks for that month.

 9.  Termination.  Either party may terminate this Agreement if the other party
materially breaches its obligations hereunder and such breach remains uncured
for 15 days following notice to the breaching party of the breach or as
otherwise provided in Section 10. At anytime during the first 28 calendar days
of the Distinguished Period, Distinguished Provider may terminate this
Agreement for convenience upon 7 days prior written notice to Netscape.
Thereafter, either party may terminate this Agreement for convenience upon 90
days prior written notice to the other party. Upon any termination or
expiration of this Agreement, Netscape shall immediately cease providing to
Distinguished Provider the benefits described herein, including, without
limitation, the benefits described in Sections 3 and 5 hereof.

10.  Right to Refuse.  Netscape will have the right to review the contents and
format of the HTML page located at the Distinguished URL and the Distinguished
Listing. If Netscape, in its sole discretion at any time determines that the
HTML page located at the Distinguished URL or the Distinguished Listing
contains any material, or presents any material in a manner, that Netscape
deems inappropriate for any reason. Netscape will inform Distinguished Provider
of the reason Netscape has made such determination and may (i) refuse to
include the Distinguished Listing in the Page, and/or (ii) immediately
terminate this Agreement if Distinguished Provider has not revised to
Netscape's reasonable satisfaction the HTML page located at the Distinguished
URL or the Distinguished Listing within 1 business day of written notice from
Netscape. If Netscape, in its sole discretion, at any time determines that the
Distinguished Provider's Web site contains any material, or presents any
material in a manner, that Netscape deems inappropriate for any reason,
Netscape may immediately terminate this Agreement upon notice to Distinguished
Provider. Netscape reserves the right to refuse to include in the Page any
Distinguished Listing that does not completely conform to the specification
set forth in Exhibit A.

11.  Responsibility For Distinguished Listing.  Distinguished Provider is solely
responsible for any legal liability arising out of or relating to the
Distinguished Listing and/or any material to which users can link through the
Distinguished Listing. Distinguished Provider represents and warrants that it
holds the necessary rights to permit the use of the Distinguished Listing,
Distinguished URL and Distinguished Link by Netscape for the purpose of this
Agreement; and that the permitted use, reproduction, distribution, or
transmission of the Distinguished Listing and any material to which users can
link through the Distinguished Listing will not violate any criminal laws or
any rights of any third parties, including, but not limited to, infringement or
misappropriation of any copyright, patent, trademark, trade secret, music,
image, or other proprietary or property right, false advertising, unfair
competition, defamation, invasion of privacy or rights of celebrity, violation
of any antidiscrimination law or regulation, or any other right of any person
or entity. Distinguished Provider agrees to indemnify Netscape and to hold
Netscape harmless from any and all liability, loss, damages, claims, or causes
of action, including reasonable legal fees and expenses that may be incurred by
Netscape, arising out of or related to Distinguished Provider's breach of any
of the foregoing representations and warranties.

12.  Limitation of Liability.  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR
NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE
LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER WHETHER IN
CONTRACT OR TORT OR ANY OTHER LEGAL THEORY IS LIMITED TO AND SHALL NOT EXCEED
THE PAYMENT DUE FROM DISTINGUISHED PROVIDER HEREUNDER. THE LIMITATIONS IN THIS
SECTION DOT NOT APPLY TO SECTION II (RESPONSIBILITY) OR SECTION 13
(CONFIDENTIALITY).

13.  Confidentially.  (a) 'Confidential Information' shall mean this Agreement
(including but not limited to any monthly reports and invoices) and all
information a party discloses to the other which has been either 
(i) characterized in writing as confidential at the time of its disclosure or 
(ii) orally characterized as confidential at the time of disclosure, except for
information which the receiving party can demonstrate: (a) is previously
rightfully known to the receiving party without restriction on disclosure: 
(b) is or becomes, from no act or failure to act on the part of the receiving
party, generally known in the relevant industry or public domain: (c) is
disclosed to the receiving party by a third party as a matter or right and
without restriction on disclosure; or (d) is independently developed by the
receiving party without access to the Confidential Information. Each receiving
party shall at all times, both during the term hereof and for a period of at
least 5 years after termination, keep in confidence all the disclosing party's
Confidential Information using a standard of care the receiving party uses with
its own information of this nature, but in no event less than reasonable care.
The receiving party shall not use the disclosing party's Confidential
Information other than in the course of its duties hereunder. Neither party
acquires any intellectual property rights under this Agreement or through any
disclosure hereunder, except the limited right to use such Confidential
Information in accordance with this Agreement. The Confidential Information
under this Agreement is delivered 'AS IS' and all representations or
warranties, whether express or implied, including warranties or conditions for
fitness for a particular purpose, merchantability, title and non-infringement
are hereby disclaimed. Without the prior written consent of the disclosing
party, the receiving party shall not disclose the disclosing party's
Confidential Information except on a 'need to know' basis to an employee or
contractor under binding obligations of confidentiality substantially similar to
those set forth herein. If a receiving party is legally compelled to disclose
any of the disclosing party's Confidential Information, then, prior to such
disclosure, the receiving party will (x) assert the privileged and confidential
nature of the Confidential Information and (y) cooperate fully with the
disclosing party in protecting against any such disclosure and/or obtaining a
protective order narrowing the scope of such disclosure and/or use of the
Confidential Information. In the event such protection is not obtained, the
receiving party shall disclose the  



                                       4

 
   

Confidential Information only to the extent necessary to comply with applicable
legal requirements. The information contained in the Usage Reports provided
hereunder shall be deemed the Confidential Information of both parties. Either
party may use such Confidential Information internally, but shall not disclose
such Confidential Information to any third party. Notwithstanding the
foregoing, (a) Information contained in the Usage Reports which is available to
Netscape through other sources shall not be Distinguished Provider Confidential
Information; and (b) Netscape may aggregate the Information in the Usage
Reports with information from other sources, and the aggregated information
shall not be Distinguished Provider Confidential Information.

14.  Records; Audit.  Netscape shall maintain accurate records reflecting the
number of billable Clicks recorded on Netscape's server access logs. At
Distinguished Provider's expense, Distinguished Provider shall have the right,
at a mutually agreeable time during normal business hours and upon at least 15
business days prior notice, to conduct an audit to verify Click data upon which
invoices are based. 

15.  General.  (a) The parties hereto are independent contractors and shall
have no power or authority to bind the other party or to assume or create any
obligation or responsibility, express or implied, on behalf of the other party
or in the other party's name. This Agreement shall not be construed to create
or imply any partnership, agency, joint venture, or any other form of legal
association between the parties. (b) Distinguished Provider may not assign this
Agreement in whole or in part, by operation of law or otherwise, without
Netscape's prior written consent, and any attempted assignment of this
Agreement by Distinguished Provider without such consent will be null and void.
Netscape may assign this Agreement or its rights hereunder, or delegate its
duties hereunder. This Agreement shall apply to and bind any permitted
successor or assigns of the parties hereto. (c) Any dispute hereunder will be
negotiated between the parties commencing upon written notice from one party to
the other. Settlement discussions and materials will be confidential and
inadmissible in any subsequent proceeding without both parties' consent. If the
dispute is not resolved by negotiation within 45 days following such notice,
the parties will refer the dispute to non-binding mediation conducted by
JAMS/EndDispute. The parties will share the costs of mediation. If the dispute
is not resolved after 45 days of mediation, the parties will refer the dispute
to binding arbitration by JAMS/EndDispute in Santa Clara County, California.
The results of any arbitration will be final and non-appealable, except that
either party may petition any court of competent Jurisdiction to review any
decision relating to intellectual property matters (including the scope of
license rights), vacating or modifying erroneous conclusions of law or findings
of fact not supported by substantial evidence. The arbitrator may fashion any
legal or equitable except punitive or exemplary damages, which both parties
waive. The arbitrator will render a written decision, which may be entered in
and enforced by any court of competent jurisdiction, but which will have no
preclusive effect in other matters involving third parties. The losing party
will pay the costs of the arbitration and the reasonable legal fees and
expenses of the prevailing party, as determined by the arbitrator. The parties
will jointly pay arbitration costs pending a final allocation by the
arbitrator. At any point in the dispute resolution process, either party may
seek injunctive relief preserving the status quo pending the outcome of that
process. Except as noted, the parties waive any right to judicial process.
California law, without regard to its conflict-of-law provisions, will govern
this Agreement. The U.S. Arbitration Act and JAMS/EndDispute rules will govern
the arbitration process. Absent fraudulent concealment, neither party may raise
a claim more than 3 years after it arises or any shorter period provided by
applicable statutes of limitations. (d) Neither party will be liable to the
other party for any failure or delay in performance caused by reasons beyond
such party's reasonable control, and such failure or delay will not constitute
a breach of this Agreement. (e) Any notices under this Agreement shall be in
English, in writing, and sent by confirmed facsimile internationally-recognized
express delivery service, or certified or registered mail, return receipt
requested, to the address specified in the Cover Sheet, or such other address
as the party specifies in writing. Notice by confirmed facsimile or express
delivery service will be deemed received and effective upon delivery. Notice by
certified or registered mail will be deemed received and effective 5 days after
dispatch. Notices to Netscape shall be to the attention of the Legal
Department, Netscape Communications Corporation, 501 East Middlefield Road,
Mountain View, California 94043. (f) The waiver of any breach or default of this
Agreement will not constitute a waiver of any subsequent breach or default, and 
will not act to amend or negate the rights of the waiving party. (g) If one or 
more of the provisions contained in this Agreement is determined to be invalid,
illegal or unenforceable in any respect under any applicable statute or rule of 
law, then such provision will be considered inoperable to the extent of such 
invalidity, illegality or unenforceability, and the remainder of this Agreement 
will continue in full force and effect. The parties hereto agree to replace any 
such invalid, illegal or unenforceable provision with a new provision that has 
the most nearly similar permissible economic and legal effect. (h) This 
Agreement may be executed in two or more counterparts, each of which shall be 
deemed an original, but all of which together shall constitute one and the same 
instrument. For purposes hereof, a facsimile copy of this Agreement, including 
the Cover Sheet hereto, shall be deemed to be an original. Notwithstanding the 
foregoing, the parties shall deliver original execution copies of this Agreement
to one another as soon as practicable following execution thereof. 
(i) Distinguished Provider will not issue a press release regarding the 
activities described in this Agreement without Netscape's prior written consent.
Distinguished Provider will not disclose the existence of this Agreement until 
after Netscape publicly issues a press release regarding this Agreement. 
(j) This Agreement is the complete and exclusive agreement between the parties
with respect to the subject matter hereof, superseding and replacing any and all
prior agreements, communications, and understandings (both written and verbal) 
regarding such subject matter. This Agreement may only be modified, or any 
rights under it waived, by a written document executed by both parties. (k) In 
order to bind the parties to this Agreement, their duly authorized 
representatives have executed the Cover Sheet to this Agreement.
                                       5

                                   EXHIBIT A
                    NetSearch Distinguished Provider Program
                 Preliminary Specification - Subject to Change

Description:
Distinguished Providers will be listed under one of three columns on the Net
Search page. The column headings are probably: Explore the Web, Find a Business
or Person, Search for a Product or Service.

Maintenance:
The Net Search page will be updated every Thursday. Name or URL changes are due
a minimum of one week prior to the requested change date, and will be
implemented the following Thursday. Changes should be emailed directly to
Audrey Crane, audcrane@netscape.com

Specifications:
Listings may not include any alteration in font face, style, size or color.

Listings should fit in the table attached (see Appendix A) without wrapping on
the reference platform. Wrapping will be checked on our 'worst-case' system,
configured as follows: A PC running Windows 95, with the settings configured
for small fonts, resolution set at 640x480, and a Viewsonic P775 (17 inch)
monitor. We will use Netscape Navigator version 4.05, with the Proportional
Font set at 12pt Times New Roman, and the Fixed Font set at 10pt Courier New
(all default settings).

Net Search Distinguished Provider Description Pages

Description:
Three pages will be linked to from the headers of each of the Distinguished
Provider columns on the Net Search page. The pages themselves will include a
brief description of the category. They will also include brief descriptions
and a logo of each Distinguished Provider, listed in the same order as they are
listed on the Net Search page.

Specifications:

     Copy: Seventy-five words or less in paragraph format. Please take this
     opportunity to provide the user with helpful content by describing the
     unique features that set your service apart, and avoid using directly
     competitive terms, such as 'best', 'top', 'fastest', etc. For guidelines,
     http://www.useit.com/alertbox/9710a.html has some useful information,
     especially the promotional writing vs. concise and objective writing.
     Netscape reserves editorial rights to alter copy in any way deemed
     necessary to keep the copy within Netscape's editorial style.

     Logo: Logo must be less than 100 pixels wide and 70 pixels tall. In
     addition, the height multiplied by the width must be less than or equal to
     2500 pixels. (For example, if the logo is 100 pixels wide, it can only be
     25 pixels tall. If the logo is 50 pixels wide, it can be 50 pixels tall. If
     the logo is 35 pixels wide, it can be 70 pixels tall.)

     URL: The description label and logo will link to each Distinguished
     Provider's URL as listed in the Distinguished Provider column on the
     NetSearch page itself. A different URL may be used as submitted by a
     provider, with the condition that the URL is not a redirect that disables
     the users ability to use the back button in the browser to get back to the
     NetSearch page. In order that users who have rating or blocking software
     installed and/or operating, we ask that our Distinguish Providers label
     their site with an appropriate rating. Netscape software supports two types
     of ratings labels, see Appendix B for an explanation and details.


Maintenance:

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     These three pages will be updated every Thursday. Logo or copy changes are
     due a minimum of one week prior to the requested change date, and will be
     implemented the following Thursday. Changes should be emailed directly to
     Audrey Crane, audcrane@netscape.com




     Technical or production related questions should be directed to:




     Audrey Crane 
     Producer, NetSearch 
     audcrane@netscape.com 
     650-937-4021

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