Registration Rights Agreement - AltaVista Co. and Overture Services Inc.


                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as
of February 18, 2003 by and among AltaVista Company, a Delaware corporation (the
"Company"), and Overture Services, Inc., a Delaware corporation (the "Parent").

                                    RECITALS

         WHEREAS, concurrently with the execution of this Agreement, Parent,
Aurora I, LLC, a Delaware limited liability company of which the Company is the
sole member, the Company and CMGI, Inc., a Delaware corporation, are entering
into an Asset Purchase Agreement, dated of even date herewith (the "Asset
Purchase Agreement"), which provides, among other things, that the Company will
sell, assign, transfer and convey to Parent, and Parent will purchase and assume
from the Company, the Acquired Assets and Assumed Liabilities (as defined in the
Asset Purchase Agreement); and

         WHEREAS, certain of the Company's obligations under the Asset Purchase
Agreement are conditioned upon the execution and delivery by Parent of this
Agreement.

         NOW THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth herein, the
parties mutually agree as follows:

         Section 1.        DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings. Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed thereto in the
Asset Purchase Agreement.

         "Common Stock" means shares of common stock of Parent.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Holder" means the Company or permitted assignee pursuant to Section
2.8 owning of record Shares or Registrable Securities that have not been sold to
the public.

         "Register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.

         "Registrable Securities" means: (i) Common Stock issued or issuable
pursuant to the Asset Purchase Agreement; and (ii) any Common Stock issued as a
dividend or other distribution with respect to, or in exchange for, or in
replacement of, such above-described securities; provided, however, that
Registrable Securities shall not include shares of Common Stock that have been
registered under the Securities Act and disposed of pursuant to the registration
statement used to effect such registration.

         "Registration Expenses" shall mean all expenses incurred by Parent in
complying with Section 2.1 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for Parent, blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration, including the Company
Audited Financial Statements (but excluding discounts and commissions relating
to such sale and transfer taxes, if any, and the accounting, legal and
professional fees of Holders).

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Shares" shall mean the Common Stock issued pursuant to the Asset
Purchase Agreement.

         "SEC" or "Commission" means the Securities and Exchange Commission.

         Section 2.        REGISTRATION

                  2.1      Shelf Registration.

                           (a)      Subject to the conditions of this Section
2.1(a), as soon as practicable, but in no event later than two (2) business days
after the Closing Date, Parent shall file a registration statement pursuant to
Rule 415 under the Securities Act permitting the continuous resale from time to
time of the Registrable Securities. In the event that the registration statement
is not reviewed by the SEC, Parent shall use all reasonable efforts to
immediately cause the effectiveness of the registration statement. In the event
that the registration statement is reviewed by the SEC, Parent shall use all
reasonable efforts to address the comments provided by the SEC and all
reasonable efforts to cause the effectiveness of the registration statement as
soon as possible and shall use best efforts to do so within sixty (60) days of
the initial filing date. Notwithstanding the foregoing, Parent shall make
appropriate investigation and inquiry to determine if the SEC will permit the
filing of such registration statement prior to the closing under the Asset
Purchase Agreement, and if so, Parent shall file such registration statement
within five (5) business days following receipt of the Company Audited Financial
Statements, if such day precedes the Closing Date, and use all reasonable
efforts to cause effectiveness as soon as possible thereafter and shall use best
efforts to do so within sixty (60) days from filing, so long as the Closing
shall have occurred. Upon effectiveness, Parent shall use its best efforts to
keep the registration statement continuously in effect for one calendar year
thereafter, subject to extension for any suspension of sales, as provided below.
It shall be a condition to Parent's obligations under this Section 2.1(a) that
it shall have received the Company Audited Financial Statements and such
information from the Holders as is necessary to be included in the registration
statement.

                           (b)      Notwithstanding anything to the contrary in
this Agreement, Parent may suspend the sales of the Registrable Securities as
follows:

                                    (i) During the first sixty (60) days after
         the effective date, on not more than two (2) occasions, one of which
         may not

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         exceed three (3) trading days, and the other of which may not exceed
         two (2) trading days;

                                    (ii) During the next one hundred twenty
         (120) days for not more than forty-five (45) calendar days in the
         aggregate and shall use all reasonable efforts to limited suspension to
         not more than three (3) occasions; and

                                    (iii) During the next one hundred eighty
         (180) days for not more than forty-five (45) calendar days in the
         aggregate and shall use all reasonable efforts to limit suspension to
         not more than three (3) occasions;

if, in each such case, Parent shall furnish to the Holders a certificate signed
by the Chief Executive Officer of Parent stating that in his or her good faith
judgment, Parent is engaged in a non-public activity or there is a pending
material development the disclosure of which would be seriously detrimental to
Parent; provided, that Parent shall use all reasonable efforts to lift the
suspension at the earliest practicable time; and provided, further, the Parent
shall be obligated to extend the one-year period of effectiveness for the
registration statement for each day the registration statement is suspended,
subject to the limitations of Section 2.5 below. Notwithstanding the foregoing,
Parent shall use its best efforts to keep the registration statement
continuously effective during any period in which sales are suspended, and shall
ensure that the prospectus has been amended or supplemented from time to time in
compliance with applicable law and timely delivered to Holders, except when
sales have been suspended as permitted above.

                           (c)      If Parent suspends sales pursuant to the
preceding section, Parent will again deliver written notice to Holder when such
suspension is not longer necessary, within the periods permitted hereby. Holder
agrees that, as a condition to the receipt of the registration rights contained
herein, upon receipt of any written notice from Parent described in this Section
2.1(c) that suspends sales of Registrable Securities thereunder, Holder shall
forthwith discontinue disposition of Registrable Securities and cease to deliver
or use the related prospectus until such Holder receives copies of a
supplemented or amended prospectus from Parent, or until it is advised in
writing by Parent that the use of the prospectus may be resumed. Parent shall
deliver to Holder any such supplement or amended prospectus electronically and
within the suspension periods permitted above. Upon request of Parent from time
to time, Holder shall advise Parent as to the approximate number of Registrable
Securities then held by it or its affiliates.

                  2.2      Transfer Restrictions. Notwithstanding anything to
the contrary set forth in Section 2.1 above, Holder and its permitted
transferees may not sell or transfer any of the Registrable Securities pursuant
to the registration statement except in accordance with the following
limitations:

                           (a)      All Holders may not sell more than an
aggregate of 150,000 Registrable Securities on any day; and

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                           (b)      All Holders may not sell more than an
aggregate of 500,000 Registrable Securities in any calendar week;

provided, that a Holder may effect "block trades" (trades not on the "open
market") (i) of not less than one million shares of Registrable Securities, or
(ii) if Holder then owns less than one million shares of Registrable Securities,
all of the Registrable Securities then owned. The foregoing share numbers shall
be appropriately adjusted for stock splits, stock dividends, recapitalizations
and the like. The Company shall either (i) use reasonable efforts to sell the
Registrable Securities from the Escrow Fund prior to the other Registrable
Securities; provided that the Company shall not be required to do so if
effecting sales through the Escrow Fund would cause a material delay in the
completion of a sale, or (ii) sell its Registrable Securities and exchange the
net proceeds therefrom for Registrable Securities held in the Escrow Fund, until
such time as there are no more Registrable Securities in the Escrow Fund.

                  2.3      Expenses Of Registration. Except as specifically
provided herein, all Registration Expenses incurred in connection with any
registration, qualification or compliance pursuant to Section 2.1 shall be borne
by Parent.

                  2.4      Obligations Of Parent. Whenever required to effect
the registration of any Registrable Securities, Parent shall, as expeditiously
as possible:

                           (a)      prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement;

                           (b)      prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to add
any permitted assignee or transferee of any Holder as a "selling stockholder"
therein, subject to receipt of the requisite information regarding such "selling
stockholder";

                           (c)      furnish to the Holders such number of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them;

                           (d)      use all reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or Blue Sky laws in the United States; provided, that Parent shall
not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such
states or jurisdictions;

                           (e)      furnish to each Holder upon request: (i) to
the extent true, a written statement by Parent that it has complied with the
reporting requirements of the Securities Act and the Exchange Act and that it
qualifies as a registrant whose securities

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may be resold pursuant to Form S-3 and (ii) such other information as may be
reasonably requested in availing each Holder of any rule or regulation of the
SEC which permits the selling of any Registrable Securities pursuant to Form
S-3;

                           (f)      notify each Holder of Registrable Securities
covered by the registration statement of the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the
effectiveness of the registration or the initiation of any proceedings for that
purpose or the receipt by Parent of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction;

                           (g)      cause all such Registrable Securities
registered hereunder to be listed on the Nasdaq National Market or each
securities exchange on which similar securities issued by Parent are then
listed, if any.

                  2.5      Termination Of Registration Rights. All registration
rights granted under this Section 2 shall terminate and be of no further force
and effect on the earliest of (i) the date that all of the Registrable
Securities have been sold; (ii) one year after the initial effective date of the
registration statement; provided, that this period shall be extended for any
suspension of sales effected pursuant to Section 2.1(b). In the event that any
Holder may sell all of such Holder's Registrable Securities in a ninety (90) day
period pursuant to Rule 144 without registration under the Securities Act, the
obligations of Parent hereunder to such Holder shall be of no further force and
effect whatsoever upon written notice of the Parent to such Holder.

                  2.6      Furnishing Information.

                           (a)      It shall be a condition precedent to the
obligations of Parent hereunder that the selling Holders shall furnish to Parent
such information regarding themselves, the Registrable Securities held by them
and the intended method of disposition of such securities as shall be required
to effect the registration of their Registrable Securities.

                           (b)      Upon termination of the registration rights
of all Holders under this Agreement in accordance with Section 2.5, each Holder
shall discontinue sales of Registrable Securities pursuant to the registration
statement. If, pursuant to the terms of this Agreement, Parent shall have given
notice to Holder of its intention to remove from registration the Registrable
Securities covered by the registration statement that have been sold, Holder
shall notify Parent promptly upon the receipt of such notice of the number of
Registrable Securities that are registered but remain unsold.

                  2.7      Indemnification. In the event any Registrable
Securities are included in a registration statement under Section 2.1 or 2.2:

                           (a)      Parent will indemnify and hold harmless each
Holder, the partners, officers, directors and legal counsel of each Holder, and
each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may

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become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation") by Parent: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (ii) the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading; or (iii) any
violation or alleged violation by Parent of the Securities Act, the Exchange
Act, any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law in connection with
the offering covered by such registration statement; and Parent will reimburse
each such Holder, partner, officer or director or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 2.7(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of
Parent, which consent shall not be unreasonably withheld, nor shall Parent be
liable in any such case for any such loss, claim, damage, liability or action
(i) to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such Holder, partner,
officer, director or controlling person of such Holder or (ii) if and only to
the extent that a copy of the prospectus or any amendment thereto relating to
the registration was timely provided to the Holder by the Parent but not
thereafter sent or given by or on behalf of such Holder to the Parent of the
Holder's Registrable Securities, if required by law to have been delivered, at
or prior to the written confirmation of the sale of the Registrable Securities
to such Parent, and if the prospectus as so amended or supplemented would have
cured the defect giving rise to such loss, claim, damage or liability.

                           (b)      Each Holder will, if Registrable Securities
held by such Holder are included in the securities as to which such registration
qualifications or compliance is being effected, indemnify and hold harmless
Parent, each of its directors, its officers, and legal counsel and each person,
if any, who controls Parent within the meaning of the Securities Act and any
other Holder selling securities under such registration statement or any of such
other Holder's partners, directors or officers, legal counsel or any person who
controls such Holder, against any losses, claims, damages or liabilities (joint
or several) to which Parent or any such director, officer, legal counsel,
controlling person or other such Holder, or partner, director, officer, legal
counsel or controlling person of such other Holder may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon (i) any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder under an instrument duly executed
by such Holder and stated to be specifically for use in connection with such
registration and (ii) any failure to suspend or cease sales of Registrable
Securities pursuant to the registration statement during a qualifying suspension
period provided in

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this Agreement; and each such Holder will reimburse any legal or other expenses
reasonably incurred by Parent or any such director, officer, legal counsel,
controlling person or other Holder, or partner, officer, director, legal counsel
or controlling person of such other Holder in connection with investigating or
defending any such loss, claim, damage, liability or action if it is judicially
determined that there was such a Violation; provided, however, that the
indemnity agreement contained in this Section 2.7(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided further, that in no event shall any
indemnity under this Section 2.7 exceed the proceeds from the offering received
by such Holder, net of discounts and commissions.

                           (c)      Promptly after receipt by an indemnified
party under this Section 2.6 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
2.7, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential conflicting interests between such indemnified party
and any other party represented by such counsel in such proceeding. The failure
to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.7, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 2.7.

                           (d)      If the indemnification provided for in this
Section 2.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the Violation(s) that resulted
in such loss, claim, damage or liability, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by a court of law by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission; provided that in no event shall any contribution by
a Holder hereunder exceed the proceeds from the offering received by

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such Holder. No person guilty of fraudulent misrepresentation shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.

                           (e)      The obligations of Parent and Holders under
this Section 2.7 shall survive completion of any offering of Registrable
Securities in a registration statement and the termination of this Agreement. No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation. Each
indemnified party shall furnish such information regarding itself or the claim
in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.

                  2.8      Assignment Of Registration Rights. The rights of
Holder under this Section 2 may be assigned by Holder in connection with the
transfer of Registrable Securities to CMGI, Inc. or Compaq Computer Corporation,
as preferred stockholders and/or noteholders of the Company; provided, however,
for such assignment to be effective (A) the transferor shall furnish to Parent
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned and
(B) such transferee shall agree with Parent in writing to be subject to all
restrictions and obligations set forth in this Agreement as a Holder hereunder.

                  2.9      Amendment Of Registration Rights. Any provision of
this Section 2 may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Parent and the Holders of more
than a majority of the Registrable Securities then outstanding. Any amendment or
waiver effected in accordance with this Section 2.9 shall be binding upon each
Holder and Parent. By acceptance of any benefits under this Section 2, Holders
of Registrable Securities hereby agree to be bound by the provisions hereunder.

                  2.10     Rule 144 Reporting. With a view to making available
to the Holders the benefits of certain rules and regulations of the SEC which
may permit the sale of the Registrable Securities to the public without
registration, Parent agrees to use all reasonable efforts to:

                           (a)      make and keep public information available,
as those terms are understood and defined in SEC Rule 144;

                           (b)      file with the SEC, in a timely manner, all
reports and other documents required of Parent under the Exchange Act; and

                           (c)      so long as a Holder owns any Registrable
Securities, furnish to such Holder forthwith upon request: (i) a written
statement by Parent as to its compliance with the reporting requirements of said
Rule 144 of the Securities Act, and of

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the Exchange Act (at any time after it is subject to such reporting
requirements); and (ii) a copy of the most recent annual or quarterly report of
Parent; and such other reports and documents as a Holder may reasonably request
in availing itself of any rule or regulation of the SEC allowing it to sell any
such securities without registration.

         Section 3.        MISCELLANEOUS

                  3.1      Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof.

                  3.2      Time is of the Essence. Parent acknowledges and
agrees that time is of the essence in this contract, and that in entering into
the Asset Purchase Agreement, the Company is relying on Parent's agreement to
satisfy each and every time deadline contained herein, subject to the conditions
hereof.

                  3.3      Survival. The representations, warranties, covenants,
and agreements made herein shall survive any investigation made by any Holder
and the closing of the transactions contemplated hereby. All statements as to
factual matters contained in any certificate or other instrument delivered by or
on behalf of Parent pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by
Parent hereunder solely as of the date of such certificate or instrument.

                  3.4      Successors And Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, permitted assigns, heirs, executors, and
administrators of the parties hereto; provided, however, that prior to the
receipt by Parent of adequate written notice of the transfer of any Registrable
Securities specifying the full name and address of the permitted transferee,
Parent may deem and treat the person listed as the holder of such shares in its
records as the absolute owner and holder of such shares for all purposes,
including the payment of dividends or any redemption price.

                  3.5      S-3 Eligibility. Parent currently meets the
requirements for registration on Form S-3 under the Securities Act, and Parent
shall take all reasonable efforts to ensure that the Parent meets these
requirements on the initial filing date and effective date of the registration
statement.

                  3.6      Entire Agreement. This Agreement and the documents
and instruments and other agreements among the parties hereto and referenced
herein constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof.

                  3.7      Severability. In case any provision of the Agreement
shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

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                  3.8      Amendment And Waiver.

                           (a)      Except as otherwise expressly provided, this
Agreement may be amended or modified only upon the written consent of Parent and
the Holders of more than a majority of the Registrable Securities then
outstanding.

                           (b)      Except as otherwise expressly provided, the
obligations of Parent and the rights of the Holders under this Agreement may be
waived only with the written consent of the Holders of more than a majority of
the Registrable Securities.

                  3.9      Delays Or Omissions. Subject to Section 3.8, no delay
or omission to exercise any right, power, or remedy accruing to any party to
this Agreement, upon any breach, default or noncompliance of another party shall
impair any such right, power, or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or any acquiescence
therein, or of any similar breach, default or noncompliance thereafter
occurring. Any waiver, permit, consent, or approval of any kind or character on
any party's part of any breach, default or noncompliance under the Agreement or
any waiver on such party's part of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement, by law, or otherwise afforded to the parties, shall be cumulative and
not alternative.

                  3.10     Notices. All notices, demands or requests which may
be given by any party to the other party shall be in writing and shall be deemed
to have been duly given on the date delivered in person, or sent via telefax, or
on the next Business Day if sent by overnight courier, or on the date of the
third (3rd) Business Day after deposit, postage prepaid, in the United States
mail via certified mail return receipt requested, and addressed as set forth
below:

                  if to Parent to:

                           Overture Services, Inc.
                           74 North Pasadena Avenue, 3rd Floor
                           Pasadena, CA 91103
                           Attention: Chief Financial Officer
                           Telephone No.:  (626) 685-5600
                           Facsimile No.:  (626) 685-5607

                               with a copy to:

                           Wilson Sonsini Goodrich & Rosati
                           Professional Corporation
                           650 Page Mill Road
                           Palo Alto, California 94304
                           Attention: Martin W. Korman, Esq.
                           Telephone No.:  (650) 493-9300
                           Facsimile No.:  (650) 493-6811

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                                and to:

                           Wilson Sonsini Goodrich & Rosati
                           Professional Corporation
                           One Market, Spear Street Tower
                           Suite 3300
                           San Francisco, California 94105
                           Attention: Michael S. Ringler, Esq.
                           Telephone No.:  (415) 947-2000
                           Facsimile No.:  (415) 947-2099

                  if to the Company, to:

                           AltaVista Company
                           1070 Arastradero
                           Palo Alto, CA 94304
                           Attention: General Counsel
                           Telephone No.:  (650) 320-7300
                           Facsimile No.:  (650) 320 6433

                               with a copy to:

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           525 University Avenue
                           Palo Alto, CA 94301
                           Attention: Gregory C. Smith, Esq.
                           Telephone No.:  (650) 470-4500
                           Facsimile No.:  (650) 470 4570

         The address to which such notices, demands, requests, elections or
other communications are to be given by either party may be changed by written
notice given by such party to the other party pursuant to this Section 3.10.

                  3.11     Attorneys' Fees. In the event that any dispute among
the parties to this Agreement should result in litigation, the prevailing party
in such dispute shall be entitled to recover from the losing party all fees,
costs and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.

                  3.12     Titles And Subtitles. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.

                  3.13     Counterparts. This Agreement may be executed in any
number of counterparts, all of which shall be considered one and the same
agreement and shall

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become effective when counterparts have been signed by each of the parties and
delivered to the other party.

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         IN WITNESS WHEREOF, the parties hereto have executed the Registration
Rights Agreement as of the date set forth in the first paragraph hereof.

                                            OVERTURE SERVICES, INC.


                                                   /s/ Todd Tappin
                                            By:    __________________________

                                                   Todd Tappin
                                            Name:  __________________________

                                                   CFO
                                            Title: __________________________

                                            ALTAVISTA COMPANY

                                                   /s/ James J. Barnett     
                                            By:    __________________________
                             
                                                   James J. Barnett
                                            Name:  __________________________

                                                   President and CEO
                                            Title: __________________________

                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT