Joint Venture Agreement - Lycos Inc., Sumitomo Corp. and Internet Initiative Japan Inc.

                             JOINT VENTURE AGREEMENT

      THIS JOINT VENTURE AGREEMENT is made as of March 5, 1998 by and among
LYCOS, INC. ("Lycos"), a corporation organized under the laws of the State of
Delaware, United States of America, SUMITOMO CORP. ("Sumitomo"), a kabushiki
kaisha organized under the laws of Japan, and INTERNET INITIATIVE JAPAN, INC.
("IIJ"), a kabushiki kaisha organized under the laws of Japan. Sumitomo and IIJ
are sometimes referred to collectively as the "Purchasers."

                                    RECITALS

      A. Lycos provides a World Wide Web search and navigation service which is
supported by advertising and electronic commerce. Lycos has exclusive worldwide
rights to certain technology and knowhow used in providing such service. Lycos
is interested in providing a comparable service, as culturally adapted and with
suitable local content, for the Japanese market, and is planning to establish a
venture in Japan for that purpose.

      B. Sumitomo and IIJ are interested in participating in the venture which
Lycos is planning to establish in Japan, and each has various knowledge,
experience and resources which would be of benefit to the venture.

      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

      1. Incorporation of Lycos K.K. As promptly as possible after the execution
of this Agreement by all of the parties hereto, Lycos shall cause a kabushiki
kaisha to be incorporated under the laws of Japan as a wholly owned Lycos
subsidiary (the "Company"). The Company shall be incorporated in compliance with
the following provisions:

            1.1 Name. The name of the Company shall be "Lycos Japan [in
katakana] Kabushiki Kaisha" and in English shall be Lycos Japan K.K.

            1.2 Authorized Shares. The Company shall be authorized to issue
[***] shares of stock, all of which shares shall be of one class and shall have
a par value of [***] per share (collectively, the "Stock").

            1.3 Capitalization. [***]


*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



            1.4 Initial Directors and Statutory Auditor. The directors and
statutory auditor of the Company shall be initially as follows:

                Name                   Position
                ----                   --------

                Lyons Nominee          Representative Director
                Edward M. Philip       Representative Director
                Robert J. Davis        Director
                Lycos Nominee          Statutory Auditor

            1.5 Address of Registered Office. The address of the registered
office of the Company shall be initially as follows:

                               Lycos Japan K.K.
                               c/o Sumitomo Corp.
                               1-2-2 Hitotsubashi, Chiyoda-ku
                               Tokyo, 100-8601, Japan

            1.6 Fiscal Year. The fiscal year of the Company shall end on July
31, and the initial fiscal year shall be the stub period from the date of
incorporation of the Company through July 31, 1998.

            1.7 Articles. The Articles of Incorporation of the Company shall be
in the form of the attached Exhibit A.

            1.8 Costs and Expenses.

                  (a) The Company shall bear all costs and expenses directly
relating to the incorporation of the Company in Japan, including without
limitation registration fees payable to the Legal Affairs Bureau, notary fees,
stamp duties and bank commissions payable in connection with the contribution of
capital, but excluding any attorneys' fees and costs. At the request of Lycos
and to the extent such request is deemed reasonable by Sumitomo, Sumitomo shall
advance any expenses referred to in this paragraph (a) when and as required, and
Sumitomo shall be entitled to prompt reimbursement of such expenses by the
Company upon the completion of its incorporation.

                  (b) Sumitomo shall reimburse Lycos for fifty percent (50%) of
the actual out-of-pocket costs and expenses reasonably incurred by Lycos
directly in connection with the negotiation, preparation, execution and delivery
of this Agreement, or any exhibit, schedule, agreement, document or instrument
attached to, referred to in or executed or delivered pursuant to this Agreement,
or in connection with the establishment and capitalization of the Company,
including without limitation any travel expenses or fees and costs of Japanese
or United States counsel, or in connection with analysis and negotiation
relating to the choice of an appropriate vehicle for use in establishing a Lycos
presence in Japan; provided, however, that Sumitomo's reimbursement obligation


                                      -2-


to bear costs and expenses under this Section 1.8(b) shall be limited to a
maximum amount of Fifty Thousand U.S. Dollars (US$50,000).

            1.9 Assistance. At the request of Lycos, Sumitomo shall provide such
reasonable assistance in connection with the incorporation of the Company as
Lycos may reasonably request or require, including without limitation assistance
in connection with the preparation or filing of any reports, notices or other
filings required to be made in Japan by the Company to or with any Japanese
governmental authority.

      2. License Agreement. Upon completion of the incorporation of the Company,
Lycos shall enter into a license agreement with the Company in the form of the
attached Exhibit B (the "License Agreement").

      3. Capital Increase.

            3.1 Issuance of Additional Shares.

                  (a) On the terms and subject to the conditions set forth in
this Section 3, Lycos shall cause the Company to offer, issue and sell to the
Purchasers, and the Purchasers shall purchase from the Company, the number of
shares of Stock set forth below beside their respective names (collectively, the
"Additional Shares"), at a cash purchase price of [***] per share, as follows:

               Party       Number of Shares       Aggregate Purchase Price
               -----       ----------------       ------------------------

               [***]            [***]                      [***]
               [***]            [***]                      [***]

                  (b) At the option of Sumitomo exercisable at any time prior to
the Closing (as defined below) by written notice to Lycos and IIJ, Sumitomo 
may designate Nippon Telegraph and Telephone Corp., a kabushiki kaisha 
organized under the laws of Japan ("NTT"), as the purchaser of [***] shares 
of the [***] shares of Stock to be purchased by Sumitomo as provided in 
paragraph (a), in which event Lycos shall, provided that NTT delivers to each 
of the parties to this Agreement its written undertaking, in form and 
substance satisfactory to all of such parties, to be bound by all of the 
terms and provisions of this Agreement (other than Section 9) as though NTT 
were originally a party hereto, cause the Company to offer, issue and sell to 
NTT [***] shares of Stock at a cash purchase price of [***] per share, for an 
aggregate purchase price of [***]. The issuance and sale of such [***] shares 
of Stock by the Company to NTT shall discharge the obligations of Sumitomo 
under this Agreement with respect to the purchase and sale of such shares. 
Upon NTT's delivery of its written undertaking as provided above, NTT shall 
be deemed a Purchaser" for all purposes under this Agreement, except that NTT 
shall not be bound by the provisions of Section 9.

*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -3-


            3.2 Increase of Capital. Upon completion of the issuance and sale of
the additional Shares in accordance with Section 3.1, the aggregate paid in
capital of the Company shall be [***] in cash, including the [***] of capital
contributed by Lycos to the Company in connection with the incorporation of the
Company

            3.3 Ownership Percentages.

                  (a) Upon completion of the issuance and sale of the Additional
Shares in accordance with Section 3.1(a), the number of issued and outstanding
shares of Stock owned by the stockholders of the Company, and their respective
ownership percentages, shall be as follows:

                  Party     Number of Shares   Ownership Percentage
                  -----     ----------------   --------------------

                  [***]         [***]                [***]
                  [***]         [***]                [***]
                  [***]         [***]                [***]


                  (b) Upon completion of the issuance and sale of the Additional
Shares pursuant to the option set forth in Section 3.3(b), the number of issued
and outstanding shares of Stock owned by the stockholders of the Company, and
their respective ownership percentages, shall be as follows:

                   Party    Number of Shares   Ownership Percentage
                   -----    ----------------   --------------------

                   [***]         [***]                [***]
                   [***]         [***]                [***]
                   [***]         [***]                [***]
                   [***]         [***]                [***]


            3.4 Closing. The purchase and sale of the Additional Shares shall be
effected at a closing (the "Closing") to be held within thirty (30) days after
the incorporation of the Company has been completed, or within such longer
period as may be mutually agreed to by the parties, on a date and at a location
in Tokyo, Japan mutually convenient for Lycos and the Purchasers. At the
Closing, the Company shall deliver to each Purchaser, against receipt of the
cash purchase price payable by such Purchaser, a share certificate evidencing
the number of Additional Shares issued to such Purchaser.

            3.5 Lycos Conditions to Closing. The obligation of Lycos to cause
the Company to offer, issue and sell the Additional Shares to the Purchasers
pursuant to Section 3.1 shall be subject to satisfaction of the following
conditions precedent, which conditions precedent are for the benefit of Lycos
and may be waived by Lycos in its sole discretion:


*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -4-


                  (a) Lycos and each of the Purchasers shall have executed a
Shareholder Agreement in the form of the attached Exhibit C ("Shareholder
Agreement"); provided, however, that in the event shares of Stock are issued to
NTT pursuant to the option set forth in Section 3.1(b), the form of Exhibit C
shall be appropriately modified to include NTT as a party;

                  (b) all consents and approvals of, notices and reports to, and
filings with any Japanese governmental or regulatory authority required in
connection with the offer, issuance and sale of the Additional Shares by the
Company to the Purchasers shall have been obtained or made; and

                  (c) the offer, issuance and sale of the Additional Shares by
the Company to the Purchasers in the manner contemplated by this Agreement shall
not result in any violation of any Japanese law, rule, regulation, order or
decree.

            3.6 Purchasers' Conditions to Closing. The obligation of each of the
Purchasers to purchase the Additional Shares from the Company pursuant to
Section 3.1 shall be subject to satisfaction of the following conditions
precedent, which conditions precedent are for the benefit of each of the
Purchasers and may be waived by each of the Purchasers, as to itself only, in
the exercise of its sole discretion:

                  (a) the Company shall have been duly incorporated under the
laws of Japan as a kabushiki kaisha in compliance with the provisions of Section
1;

                  (b) the Articles of Incorporation of the Company shall be in
the form of the attached Exhibit A;

                  (c) Lycos and the Company shall have entered into the License
Agreement, and the License Agreement shall be in full force and effect and in
the form of the attached Exhibit B;

                  (d) Lycos and each of the Purchasers shall have executed a
Shareholder Agreement in the form of the attached Exhibit C; provided, however,
that in the event shares of Stock are issued to NTT pursuant to the option set
forth in Section 3.1(b), the form of Exhibit C shall be appropriately modified
to include NTT as a party;

                  (e) all consents and approvals of, notices and reports to, and
filings with any Japanese governmental or regulatory authority required in
connection with the offer, issuance and sale of the Additional Shares by the
Company to the Purchasers shall have been obtained or made;

                  (f) the offer, issuance and sale of the Additional Shares by
the Company to the Purchasers in the manner contemplated by this Agreement shall
not result in any violation of any Japanese law, rule, regulation, order or
decree; and


                                      -5-


                  (g) there shall exist no obligations or liabilities of the
Company other than as may be customarily incurred in connection with its
incorporation or as set forth in this Agreement or the License Agreement.

            3.7 Satisfaction of Conditions. Each party shall use reasonable
commercial efforts in good faith to assure that all conditions precedent
applicable to such party are timely satisfied.

            3.8 Issuance Expenses. All expenses relating to the offer, issuance
and sale of the Additional Shares by the Company to the Purchasers shall be
borne by the Company.

            3.9 Election of Directors. Immediately following the issuance of the
Additional Shares, the Lycos nominee serving as Representative Director resident
in Japan shall resign, and three additional directors shall be elected such that
the Board of Directors of the Company shall be constituted as contemplated by
the Shareholder Agreement.

            3.10 Statutory Auditors. Immediately following the issuance of the
Additional Shares, the number of statutory auditors shall be increased from one
(1) to three (3).

      4. Sumitomo Loan Facility.

            4.1 Loan Facility. Sumitomo agrees to make available, or to cause to
be made available through an affiliate, to the Company a revolving loan facility
(the "Facility") under which the Company shall be entitled to borrow, repay and
reborrow amounts in Japanese Yen up to a maximum aggregate amount of [***] at
any one time outstanding. Advances made or to be made under the Facility are
referred to individually as an "Advance" and collectively as "Advances," and the
lender under the Facility (whether Sumitomo or an affiliate of Sumitomo) is
referred to as "Lender."

            4.2 Loan Agreement. As promptly as possible after the issuance of
the Additional Shares, Sumitomo shall, or shall cause an affiliate of Sumitomo
to, enter into a loan agreement with the Company (the "Loan Agreement") to make
provision for the Facility on the terms and conditions set forth in this Article
4 and on such additional terms and conditions as are not inconsistent with the
provisions of this Article 4 and as are agreeable to the Company and Lycos.

            4.3 Commitment Period. The Facility shall be made available by
Lender to the Company during the period commencing from the date of the Loan
Agreement through the sixth (6th) anniversary date of the date of the Loan
Agreement.

            4.4 Drawdown. The Company shall have the right to draw funds under
the Facility during the Commitment Period upon the affirmative vote of at least
three (3) of the directors of the Company to draw such funds; provided, however,
that each drawing shall be for an amount of not less than (Yen)50,000,000.


                                      -6-


            4.5 Drawdown Notice. The Company shall be required to give to Lender
at least three (3) days prior written notice of the proposed date and amount of
any Advance.

            4.6 Repayment. Unless otherwise specifically agreed in writing
between Lender and the Company at the time of any advance, the principal amount
of such Advance shall be due and payable on a date (the "Repayment Date") which
is the earlier of (a) the Maturity Date, or (b) the one (1) year anniversary
date of the making of such Advance.

            4.7 Applicable Rate. "Applicable Rate" means, with respect to any
Advance, The Prime Rate plus one percent (1%). As used in this Section 4.8,
"Prime Rate" means the rate announced from time to time by Sumitomo Bank at its
principal lending office in Tokyo, Japan as its "prime rate."

            4.8 Interest. Borrower shall pay interest on the outstanding
principal amount of each Advance at a rate per annum which is equal to the
Applicable Rate. All interest payable with respect to any Advance shall be
payable in arrears on the last day of each interest period (as determined at the
time of the Advance or as otherwise determined under the Loan Agreement) and on
the Repayment Date with respect to such Advance. Interest shall be calculated
based on a 360-day year and the actual number of days elapsed.

            4.9. Prepayment. Borrower may prepay any Advance in whole or in part
without premium or penalty.

            4.10 Method of Payment. Borrower shall pay all principal and
interest owing to Lender under the Facility in Japanese Yen to such account as
Lender may specify by written notice to Borrower.

            4.11 No Collateral or Guaranty. No collateral for any of the
Advances shall be required, and the Advances shall be unsecured. No guaranty of
any of the Advances, including without limitation any guaranty of any of the
stockholders of the Company, shall be required.

      5. Additional Capital Contributions and Stockholder Loans.

            5.1 Additional Capital Contributions. Upon the incorporation of the
Company and the issuance of the Additional Shares in the manner contemplated by
this Agreement, none of the parties to this Agreement shall have any obligation
to make additional capital contributions to the Company.

            5.2 Loans. Except as expressly provided for in Section 4, none of
the parties to this Agreement shall have any obligation to make loans to the
Company.


                                      -7-


      6. Management.

            6.1 Directors. The parties shall cooperate in the election of
directors, as more specifically provided for in the Shareholder Agreement.
Immediately after the issuance of the Additional Shares, there shall be two
Representative Directors, one of whom shall be a Sumitomo nominee resident in
Japan and one of whom shall be a Lycos nominee resident outside of Japan, and
the parties shall take such action as may be necessary to effect this provision.

            6.2 Meetings of Directors. Unless otherwise agreed among the parties
from time to time, approximately 60% of the meetings of directors shall be held
in Japan and approximately 40% of the meetings of directors shall be held at a
location in the United States designated by Lycos. The Company shall bear all
reasonable expenses of directors in connection with their attendance at meetings
of directors, including without limitation travel, lodging and meals.

            6.3 Officers. The parties shall exercise its voting rights so as to
permit Sumitomo's designated nominee to be elected as President of the Company,
and so as to permit Lycos' designated nominee to be elected as Executive Vice
President of the Company. Among the officers of the Company, the Executive Vice
President shall be second in seniority to the President.

      7. Business Objectives and Start Up.

            7.1 Business Objectives. The business objectives of the Company
shall include, without limitation, the following:

                  (a) provide a World Wide Web navigation and search service at
www.lycos.co.jp, which is generally similar to, and of like quality with, the
World Wide Web navigation and search service provided by Lycos at www.lycos.com,
but which is adapted culturally and in local content to be suitable for the
Japanese market (the "Service");

                  (b) generate revenue from the Service, including without
limitation revenue from the sale of advertising and electronic commerce;

                  (c) engage in all business activities relating to the
development, maintenance, support and enhancement of the Service, including
without limitation the development and acquisition of local content and the
development and expansion of distribution channels for the Service; and

                  (d) engage in all business activities ancillary or incidental
to the foregoing.

            7.2 Start Up. Initially, the Service shall be operated and
maintained at the U.S. data center of Lycos. When and as feasible, as determined
by Lycos and the Company, the operation and maintenance of the Service shall be
transferred to a site in Japan.


                                      -8-


      8. Cooperation. The parties shall in good faith cooperate with each other
to enable the Company to achieve its business objectives and purposes and to
maximize the success of the Company's business.

      9. Exclusivity. Without the prior written approval of Lycos, none of the
Purchasers shall directly or through a "controlled affiliate" (as defined below)
establish, maintain or invest in, or agree to establish, maintain or invest in,
a World Wide Web search or directory service using web-crawler and spidering
technology, which search or directory service is substantially similar to the
World Wide Web search service to be provided by the Company, except that the
foregoing restriction shall not apply to passive portfolio investments in an
entity not in excess of five percent (5%) of the total equity of such entity,
and except that any of the Purchasers which as of the date of this Agreement
maintain any such service or have invested in the provider of any such service
shall have the right to continue to maintain such service or investment. Without
the prior written approval of the Purchasers, Lycos shall not directly or
through a "controlled affiliate" establish, maintain or invest in, or agree to
establish, maintain or invest in, any World Wide Web search or directory service
(other than the Service) operated from Japan for the local Japanese market. As
used in this Section 9, "controlled affiliate" of a party means any corporation
or other entity which such party controls through a more than fifty percent
(50%) ownership interest or through the right to exercise voting power
sufficient to elect a majority of directors in the case of a corporation or
other management in the case of any other entity.

      10. Representations and Warranties of Lycos. Lycos hereby represents and
warrants to the Purchasers as follows:

            10.1 Organization, Power and Authority. Lycos is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, United States of America. Lycos has all requisite power and authority
to execute, deliver and perform its obligations under this Agreement.

            10.2 Authorization and Binding Obligations. Lycos has taken all
requisite corporate action to authorize and approve the execution, delivery and
performance of this Agreement by Lycos. This Agreement has been duly executed
and delivered by Lycos, and constitutes the legal, valid and binding obligations
of Lycos, enforceable against Lycos in accordance with its terms.

            10.3 No Conflicts. The execution, delivery and performance of this
Agreement by Lycos, and the consummation of the transactions contemplated
hereby, will not (a) violate any provision of the Certificate of Incorporation
or Bylaws of Lycos, (b) violate, conflict with or result in (or with notice or
lapse of time or both result in) a breach of or default under any term or
provision of any contract or agreement to which Lycos is a party or by which
Lycos or any of its assets or properties is or may be bound, or (c) violate any
order, judgment, injunction, award or decree of any court or arbitration body,
or any governmental, administrative or regulatory authority, by which Lycos or
any of its assets or properties is or may be bound.


                                      -9-


            10.4 No Pending Litigation. No action, suit or proceeding which
seeks to prevent the consummation of the transactions contemplated by this
Agreement, or would impair the ability of Lycos to consummate the transactions
contemplated by this Agreement, is pending against Lycos, and no such action,
suit or proceeding has been threatened against Lycos.

      11. Representations and Warranties of the Purchasers.

            Each of the Purchasers, severally as to itself, hereby represents
and warrants to Lycos as follows:

            11.1 Organization, Power and Authority. Such Purchaser is a
kabushiki kaisha duly organized and validly existing under the laws of Japan.
Such Purchaser has all requisite power and authority to execute, deliver and
perform its obligations under this Agreement.

            11.2 Authorization and Binding Obligations. Such Purchaser has taken
all requisite corporate action to authorize and approve the execution, delivery
and performance of this Agreement by such Purchaser. This Agreement has been
duly executed and delivered by such Purchaser, and constitutes the legal, valid
and binding obligations of such Purchaser, enforceable against such Purchaser in
accordance with its terms.

            11.3 No Conflicts. The execution, delivery and performance of this
Agreement by such Purchaser, and the consummation of the transactions
contemplated hereby, will not (a) violate any provision of the charter documents
of such Purchaser, (b) violate, conflict with or result in (or with notice or
lapse of time or both result in) a breach of or default under any term or
provision of any contract or agreement to which such Purchaser is a party or by
which such Purchaser or any of its assets or properties is or may be bound, or
(c) violate any order, judgment, injunction, award or decree of any court or
arbitration body, or any governmental, administrative or regulatory authority,
by which such Purchaser or any of its assets or properties is or may be bound.

            11.4 No Pending Litigation. No action, suit or proceeding which
seeks to prevent the consummation of the transactions contemplated by this
Agreement, or would impair the ability of such Purchaser to consummate the
transactions contemplated by this Agreement, is pending against such Purchaser,
and no such action, suit or proceeding has been threatened against such
Purchaser.

      12. Termination.

            12.1 Termination for Failure of Conditions. In the event that the
conditions precedent to the obligations of Lycos as set forth in Section 3.5
have not been satisfied (or waived by Lycos) by the scheduled date of the
Closing as agreed to between the parties pursuant to Section 3.4, and Lycos is
not in default of its obligations under this Agreement, Lycos shall have the
right to terminate this Agreement by giving written notice of termination to
each of the


                                      -10-


Purchasers without any liability of any party to any other party solely by
reason of such termination; provided, however that any such termination shall
not prejudice any claim Lycos may have against the Purchasers, or any of them,
for any breach of or default under this Agreement arising prior to such
termination. In the event that the conditions precedent to the obligations of
the Purchasers as set forth in Section 3.6 have not been satisfied (or waived
by each of the Purchasers) by the scheduled date of the Closing as agreed to
between the parties pursuant to Section 3.4, and none of the Purchasers is in
default of its obligations under this Agreement, each of the Purchasers shall
have the right to terminate this Agreement by giving written notice of
termination to Lycos without any liability of any party to any other party
solely by reason of such termination; provided, however that any such
termination shall not prejudice any claim any of the Purchasers may have against
Lycos for any breach of or default under this Agreement arising prior to such
termination.

            12.2 Termination for Breach. In the event the Purchasers default in
the performance of their respective obligations under this Agreement, Lycos
shall have the right, in addition to any other rights Lycos may have, to
terminate this Agreement by giving written notice of termination to each of the
Purchasers. In the event Lycos defaults in its performance under this Agreement,
each of the Purchasers shall have the right, in addition to any other rights the
Purchasers may have, to terminate this Agreement by giving written notice of
termination to Lycos.

      13. Miscellaneous.

            13.1 Brokers. Each party shall hold the other parties harmless from
any claims, liabilities or damages relating to any commissions or fees claimed
by any broker or finder by reason of any engagement or relationship of such
broker or finder by or with such party.

            13.2 Notices. Any notice, request, demand, approval or consent
required or permitted under this Agreement shall be in writing and shall be
effective upon actual receipt when delivered by (a) registered mail, postage
prepaid, return receipt requested, (b) personal delivery, (c) an overnight
courier of recognized reputation (such as DHL or Federal Express), or (d)
transmission by telecopier (with confirmation by mail), in each case addressed
as follows:

            If to Lycos:      Lycos, Inc.
                              500 Old Connecticut Path
                              Framingham, MA 01701-4570
                              Attention: Chief Financial Officer
                              Telephone: (508) 424-0400
                              Facsimile: (508) 820-4499


                                      -11-


             With a copy to:  Coudert Brothers
                              1055 West 7th Street, 20th Floor
                              Los Angeles, CA 90017
                              Attention: Richard G. Wallace
                              Telephone: (213) 688-9088
                              Facsimile: (213) 689-4467

             If to Sumitomo:  Sumitomo Corp.
                              1-2-2 Hitotsubashi, Chiyoda-ku
                              Tokyo, 100-8601, Japan
                              Telephone: 03-3217-7021
                              Facsimile: 03-3217-7029

             If to IIJ:       Internet Initiative Japan, Inc.
                              Takebashi Yasuda Bldg.
                              3-13 Kanda, Nishiki-cho, Chiyoda-ku
                              Tokyo, 101, Japan
                              Telephone:
                              Facsimile:

Any party may change its address or telecopier number for notice purposes by
notice given to the other parties in accordance with this Section 13.2.

            13.3 Assignment. No party's rights, duties or responsibilities under
this Agreement may be assigned, delegated or otherwise transferred in any
manner, without the prior written consent of the other parties. Notwithstanding
the foregoing, no such consent shall be required in connection with the
assignment, delegation or other transfer of any such rights, duties or
responsibilities by a party to any affiliate which directly or indirectly
controls, is controlled by or is under common control with such party, where
such control is by more than 50% of the relevant voting power provided that the
assigning party unconditionally guarantees to the other parties to this
Agreement the due and punctual performance by such affiliate of such party's
obligations under this Agreement.

            13.4 Entire Agreement. This Agreement, including the exhibits
referred to herein, which are hereby incorporated in and made a part of this
Agreement, constitutes the entire contract between the parties with respect to
the subject matter covered by this Agreement. This Agreement supersedes all
previous representations, arrangements, agreements and understandings, if any,
by and among the parties with respect to the subject matter covered by this
Agreement. This Agreement may not be amended, changed or modified except by a
writing duly executed by the parties hereto.

            13.5 Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be unenforceable, invalid or void in any
respect, no other provision of


                                      -12-


this Agreement shall be affected thereby, all other provisions of this Agreement
shall nevertheless be carried into effect and the parties shall amend this
Agreement to modify the unenforceable, invalid or void provision to give effect
to the intentions of the parties to the extent possible in a manner which is
valid and enforceable.

            13.6 Remedies and Waivers. All rights and remedies of the parties
are separate and cumulative, and no one of them, whether exercised or not, shall
be deemed to be to the exclusion of or to limit or prejudice any other rights or
remedies which the paties may have. The parties shall not be deemed to waive any
of their rights of remedies under this Agreement, unless such waiver is in
writing and signed by the party to be bound. No delay or omission on the part of
any party in exercising any right or remedy shall operate as a waiver of such
right or remedy or any other right or remedy. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right or remedy on any future
occasion.

            13.7 Arbitration. In the event any dispute arises among the parties,
or any of them, which cannot be amicably resolved, such dispute shall be
submitted to the International Chamber of Commerce for binding arbitration in
accordance with the commercial arbitration rules of the International Chamber of
Commerce as then in effect. The arbitration shall be conducted in the English
language, and, unless otherwise agreed by the parties to the dispute, shall be
held in Paris. Any arbitration award rendered in any such arbitration proceeding
may be entered in and enforced by any court of competent jurisdiction.

            13.8 Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws (other than that body of law relating
to conflicts of law) of Japan.

            13.9 Attorneys' Fees. In the event any action or proceeding is
initiated for any breach of or default in any of the terms or conditions of this
Agreement, then the party or parties in whose favor judgment shall be entered or
an arbitration award shall be made, shall be entitled to have and recover from
the other parties all costs and expenses (including attorneys' fees) incurred in
such action or proceeding and any appeal therefrom.

            13.10 Headings. The headings contained in this Agreement are for
convenience only and are not a part of this Agreement, and do not in any way
interpret, limit or amplify the scope, extent or intent of this Agreement, or
any of the provisions of this Agreement.

            13.11 Counterparts and Facsimile. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same agreement. Transmission of facsimile
copies of signed original signature pages of this Agreement shall have the same
effect as delivery of the signed originals.

            13.12 Translation. For the convenience of the parties, one or more
Japanese translations of this Agreement may be prepared. Notwithstanding the
preparation or existence of


                                      -13-


any such Japanese translations, the English language version of this Agreement
shall be controlling.

            13.13 Press Releases. None of the parties shall issue any press
releases or publicity statements relating to this Agreement, the transactions
contemplated by this Agreement or the business of the Company without the prior
written approval of the other parties, which approval shall not be unreasonably
withheld or delayed, except that each party shall be permitted to issue any
press releases or publicity statements (whether or not approved by the other
parties) to the extent required by any securities laws or regulations applicable
to such party.

            13.14 Third Party Beneficiary. The Company is a third party
beneficiary under this Agreement. Except as to the Company, this Agreement is
not intended to and does not confer any rights on any third party, and no third
party shall be a third party beneficiary under or in respect of this Agreement.

            13.15 Binding Effect. Subject to Section 13.3, this Agreement shall
be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                         LYCOS, INC.,
                         a corporation organized under the laws of Delaware, USA

                         By: /s/ Edward M. Philip
                             ---------------------------------------------------
                         Its: COO
                              --------------------------------------------------


                         SUMITOMO CORP.,
                         a kabushiki kaisha organized under the laws of Japan

                         By: /s/ Atsushi Nishijo
                             ---------------------------------------------------
                              Atsushi Nishijo
                         Its: Managing Director
                              --------------------------------------------------


                         INTERNET INITIATIVE JAPAN, INC.,
                         a kabushiki kaisha organized under the laws of Japan

                         By: /s/ Koichi Suzuki
                             ---------------------------------------------------
                              Koichi Suzuki
                         Its: President CEO
                              --------------------------------------------------


                                      -14-


                                LIST OF EXHIBITS

EXHIBIT A: Articles of Company
EXHIBIT B: License Agreement
EXHIBIT C: Shareholder Agreement


                                      -15-


                                    EXHIBIT A

                                     [***]















*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




                                    EXHIBIT B

                               LICENSE AGREEMENT

      THIS LICENSE AGREEMENT (this "Agreement") is made and entered into as of
the ____ day of ________, 1998 by and between LYCOS, INC., a Delaware
corporation ("Lycos"), and LYCOS JAPAN K.K., a kabushiki kaisha organized under
the laws of Japan ("Licensee").

                                    RECITALS

      A. Lycos owns or is the licensee with respect to certain rights in certain
technology relating to the search, retrieval and cataloging of documents on the
Internet (as defined below) and is interested in licensing such technology to
Licensee;

      B. Licensee desires to license rights in such technology from Lycos upon
the terms and conditions herein set forth.

      NOW THEREFORE, in consideration of the mutual covenants contained herein
and intending to be legally bound hereby, the parties agree as follows:

      1. Certain Definitions. As used in this Agreement, the following terms
have the meanings set forth below:

            "Affiliate" shall mean, as to any Person, any other Person that,
directly or indirectly, controls, is under common control with, or is controlled
by, that Person. For purposes of this definition, "control" (including, with its
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

            "Application Programming Interfaces" shall mean the specifications
of any Object Code licensed hereunder which define the external programming
requirements necessary to interface between such Object Code and any other
Object Code licensed hereunder.

            "Business" shall mean the business of providing a World Wide Web
navigation and search service at www.lycos.com.jp, which is generally similar
to, and of like quality with, the World Wide Web navigation and search service
provided by Lycos at www.lycos.com, but which is adapted culturally and in local
content to be suitable for the Japanese market.

            "CMU" shall mean Carnegie Mellon University.


                                      B-1


            "Code" shall mean Object Code and Source Code.

            "Competitor" shall mean a provider of a search or directory service
using web crawler and spidering technology, which search or directory service is
substantially similar to Lycos Japan or the search and directory service offered
by Lycos from time to time.

            "Components" shall mean information, materials, products, features,
services, content, computer software, designs, artistic renderings, drawings,
sketches, characters, layouts and the digital implementations thereof.

            "Copyrights" shall mean the copyrights owned by Lycos in the
Licensed Properties.

            "Derivative Works" shall mean all "derivative works" and
"compilations" within the meanings of such terms as defined in the U.S.
Copyright Act (17 U.S.C. Section 101 et seq.).

            "Effective Date" shall mean the date of the execution of this
Agreement by both parties.

            "Excluded Product" shall mean any technology, product or service
which is not owned exclusively by Lycos unless Lycos has the right to sublicense
such technology, product or service to a third party without the payment of any
fees or expenses, provided that the term Excluded Product shall not include the
Licensed Software, any enhancement or derivative thereof or any replacement
thereto.

            "Excluded Service Content" shall mean any content, data or
information which is not owned exclusively by Lycos unless Lycos has the right
to sublicense such content, data or information to a third party without the
payment of any fees or expenses.

            "Governmental Body" shall mean any domestic or foreign national,
state or, municipal or other local government or multi-national body, any
subdivision, agency, commission or authority thereof, or any quasi-governmental
or private body exercising any regulatory authority thereunder.

            "Internet" shall mean any collection of computer networks composed
of backbone networks including, without limitation, APRAnet, NSFNet, MILNET,
mid-level networks, regional networks and stub networks. These may include
commercial, university and other research networks and military networks and may
span many different physical networks around the world with various protocols
including the Internet Protocol, as the same may evolve in the future.


                                      B-2


            "Joint Enhancements" shall mean any enhancements, added
functionalities, additions, extensions or improvements to Lycos Japan that are
created or developed jointly by Lycos, its Affiliates or their agents, on the
one hand, and Licensee, on the other hand, including any jointly created or
developed Components.

            "Licensed Database" shall mean, collectively, the Lycos Catalog and
the Local Catalog.

            "Licensed Marks" shall mean the trademarks and service marks of
Lycos, Point Communications Corporation and CMU as described in Attachment A.

            "Licensed Properties" shall mean, collectively, the Licensed
Software, Licensed Database, Lycos Japan and Licensed Marks.

            "Licensed Software" shall mean all Object Code necessary to
implement, operate, and maintain, the Lycos Searchservice, including the
relevant Application Programming Interfaces and as enabled to handle double-byte
characters, but shall not include any web-crawler or spider technology used to
search the Internet or any Excluded Products or Excluded Service Content.
Licensed Software shall include, without limitation, the Object Code set forth
in Attachment A.

            "Local Catalog" shall mean the database consisting of the version of
the Lycos Catalog which is localized and customized for the Territory in the
language specifically relevant to the Territory, which indexes URLs with domain
names designated by ".jp".

            "Local Content" shall mean content added to Lycos Japan by Licensee
and that is: (i) specific to the market of the Territory; and (ii) originates in
or arises from development activities by Licensee.

            "Localized Site" shall mean Licensee's Internet site through which
Lycos Japan is made available to users.

            "Lycos Japan" shall mean the version of the Lycos Searchservice
which is localized and customized specifically for the Territory in the language
specifically relevant to the Territory, which offers access to the Local
Catalog.

            "Lycos Catalog" shall mean the version of the database which is
developed by Lycos as the Lycos Catalog as offered by Lycos through its World
Wide Web Site located at www.lycos.com.

            "Lycos Derivative Works" shall mean Derivative Works, including any
translations and customizations as necessary for the market in the Territory,
created by Lycos or Licensee for use in Lycos Japan.


                                      B-3


            "Lycos Enhancements" shall mean any enhancements, added
functionalities, additions, extensions of or improvements to the Licensed
Properties that are created or developed by Lycos, its Affiliates or their
agents, including any Components licensed hereunder to Lycos Japan by such
Persons.

            "Lycos Searchservice" shall mean the Searchservice provided by Lycos
in the United States comprised of the Lycos Catalog and Licensed Software as
listed on Attachment A hereto, as the same may evolve in the future, provided,
however, that the Lycos Searchservice shall not include (i) any technology,
product, service or content which is not an enhancement of or derivative to the
Licensed Software or Licensed Database unless the Licensee has specifically
agreed to license such technology, products, service or content on terms and
conditions acceptable to Lycos and Licensee, as provided in Section 4.2 hereof,
or (ii) any Excluded Product or Excluded Service Content.

            "Object Code" shall mean (i) machine executable programming
instructions, substantially in binary form, which are intended to be directly
executable by an operating system after suitable processing and linking but
without the intervening steps of compilation or assembly, or (ii) other
executable code (e.g., programming instructions written in procedural or
interpretive languages).

            "Patents" shall mean the patent rights owned by Lycos or CMU
relating to the Licensed Properties.

            "Permitted Sublicensees" shall mean any entity whose principal place
of business is located in the Territory which offers access to Lycos Japan as
part of its Internet online service or other Web-based sites to procure sales
primarily within the Territory pursuant to a license agreement with Licensee
containing terms and conditions as are reasonably acceptable to Lycos.

            "Person" shall mean an individual, sole proprietorship, corporation,
partnership, limited partnership, limited liability company, joint venture,
trust, unincorporated organization, mutual company, joint stock company, estate,
union, employee corporation, bank, trust company, land trust, business trust or
other organization, or a Governmental Body, or their equivalent under the
applicable legal system.

            "Prime Rate" shall mean the rate of interest announced from time to
time by Chase Manhattan Bank at its principal commercial lending office as its
"prime rate."

            "Searehservice" shall mean the provision via a managed public
network of an advertiser supported search engine and navigational tools that
takes information input by a user and searches, filters and indexes information
on the Internet based on title, headings, a fixed amount of text and significant
words to provide World Wide Web addresses to the user that relate to the input
information.


                                      B-4


            "Source Code" shall mean the human readable form of Object Code and
related system documentation, including comments, procedural language and
material useful for understanding, implementing and maintaining such
instructions (for example, logic manuals, flow charts and principles of
operation).

            "Territory" shall mean Japan.

      2. License Grant

            2.1 Subject to the terms and conditions of this Agreement, Lycos
hereby grants to Licensee, during the Term of this Agreement:

                  (a) subject to Section 2.9, the exclusive right and license to
use, reproduce, display, perform, transmit, distribute, market and promote, via
the Internet within the Territory and utilizing the Licensed Properties, Lycos
Japan;

                  (b) the exclusive right and license to use, reproduce,
display, perform, transmit, distribute, market and promote, via the Internet
within the Territory and utilizing the Licensed Properties, the Lycos
Searchservice solely for the purpose of marketing, promoting, distributing and
otherwise exploiting Lycos Japan within the Territory; and

                  (c) subject to Section 2.9, the right and license to
sublicense the Licensed Properties to Permitted Sublicenses.

            Without limitation of the foregoing, the rights granted to Licensee
include: (i) the right to enter the Licensed Properties into Licencee's computer
databases; (ii) the right to store, process, retrieve and transmit the Licensed
Properties on or in connection with the Licensee's services; (iii) the right to
reformat the Licensed Database; (iv) the right to juxtapose and combine the
Licensed Database with materials owned and/or controlled by Licensee and/or by
third parties, provided that Lycos shall be appropriately identified as the
source of the Licensed Database by the use of its trademark and appropriate
Copyright notices; and (v) the right to offer to subscribers the option of
printing and downloading the Licensed Database and the Licensed Marks to the
subscriber's computer hard drive or onto a separate disk.

            The parties intend that the Licensee will offer Lycos Japan through
the Localized Site under the Lycos brand name using the Lycos logo which will
have optical appearance and interface similar as to the Lycos Searchservice,
except that Lycos Japan will be localized and customized for the Territory.
Licensee agrees that any Permitted Sublicensee will be required to include a
"Lycos Powered" logo on all Web pages which relate to Lycos Japan licensed to
such Permitted Sublicensee.


                                      B-5


            2.2 Except as provided in paragraph 2.1 above or in Section 18,
Licensee shall have no right to assign, sublicense or otherwise transfer any of
the Licensed Properties.

            2.3 Notwithstanding anything to the contrary contained in paragraph
2.1 above, Licensee may not sell, license, sublicense or otherwise transfer any
of the Licensed Properties to any Competitor.

            2.4 Lycos Japan and the Localized Site shall be operated, produced,
marketed, licensed, sold and performed by Licensee in compliance with all
applicable governmental laws, rules and regulations. Licensee shall keep Lycos
fully informed of, and shall move expeditiously to resolve, any complaint by a
commercial and/or Governmental Body relevant to the Licensed Properties.

            2.5 Lycos shall provide by FTP or Federal Express updates of the
Lycos Catalog as soon as practicable after such updates are made available on
the Lycos Searchservice in the United States but in no event later than one week
after such updates are made available on the Lycos Searchservice, unless
specific alternative arrangements are agreed to in advance. Lycos shall provide
by FTP or Federal Express updates of the Local Catalog at the same intervals as
updates of the Lycos Catalog are provided.

            2.6 Licensee agrees not to alter or modify the Licensed Database in
any respect; and agrees not to alter or modify the form, fit or function of the
Licensed Software in any respect; and agrees not to use the Licensed Marks in
any manner except as specifically set forth herein. Notwithstanding anything
herein to the contrary, upon written notice to Lycos, Licensee shall have the
right, at its expense, to edit the Local Catalog to the extent that any part of
the Local Catalog violates third party rights or community standards which may
be applicable to the sale of advertisements by Licensee or, with the prior
written approval of Lycos in each instance, such approval not to be
unreasonably withheld, to the extent determined necessary by Licensee to
successfully promote Lycos Japan.

            2.7 Except as provided in this Section 2 or in Section 8.4, nothing
in this Agreement shall be deemed to grant any license or rights in any other
technology, products or services to Licensee except for rights specifically
granted herein with respect to the Licensed Properties. Subject to Section 8.4,
Licensee has no right to utilize or dispose of any Licensed Property beyond the
scope of this Section 2 or following the termination of this Agreement for any
reason. Subject to Section 8.4, Licensee agrees, upon termination of this
Agreement for any reason, immediately to cease the use and copying of Licensed
Software, and to cease the use, marketing and distribution of the Licensed
Properties, and to cease the use of Licensed Marks, and to cease the
sublicensing of the Licensed Properties to Permitted Sublicensees, and further
agrees to take reasonable steps to destroy all copies of the Licensed Software
and all Licensed Properties and materials embodying or related to any of the
foregoing as soon as reasonably possible.


                                      B-6


            2.8 Licensee agrees to provide to Lycos, once monthly on the fifth
of every month, beginning with the fifth of the month which occurs thirty (30)
days or mare after the Effective Date of this Agreement, a file in the standard
Common Log File Format, which contains a complete and detailed record of the
user accesses (click stream data) to the Licensed Software. The common log file
will include total number of Ad Impressions possible and percent (%) Ad
Impressions filled for the system as well as number of specific advertisements
placed by each Advertiser and whether the ads are rotational, static or keyword
based. On the second business day of each week, Licensee shall provide to Lycos
via electronic mail a report summarizing the previous week's daily traffic to
the Localized Site, which will include, without limitation, the number of page
impressions for each product and service offered through the Localized Site,
provided that the failure to provide such report on a timely basis shall not
constitute a material breach of this Agreement unless Licensee fails to provide
such report to Lycos promptly upon written request by Lycos.

            2.9 Licensee may sublicense the Licensed Properties solely to allow
Permitted Sublicensees to offer access to Lycos Japan in the Territory as part
of their Internet online services or other Web-based sites within the Territory,
provided, however, that Licensee: (a) must provide, as a condition of
sublicense, that said sublicensee enters into a license agreement on the terms
and conditions as are reasonably acceptable to Lycos and agrees not to: (i)
sell, license or otherwise transfer the Licensed Properties, except as is
necessary to provide access to Lycos Japan as part of its Internet online
service or other Web-based site; (ii) copy, reverse compile, dissemble, or
reverse engineer any portion of the Licensed Properties; (iii) use the Licensed
Properties to provide products or services competitive with Licensed Properties;
or (iv) assist or allow others to do any such things as set forth herein; and
(b) Licensee shall be responsible for providing all maintenance and technical
support and updates to such sublicensees for the Licensed Properties. Licensee
agrees that any services required by sublicensees, including, but not limited
to, training, technical support, installation and maintenance, are the sole
responsibility of Licensee. Licensee further acknowledges that it is not
entitled to make any representations and warranties on behalf of Lycos to any
sublicensee regarding the Licensed Properties, and shall indemnify and hold
Lycos harmless from and against any claims, costs and damages arising from and
in connection with such unauthorized representations. Lycos shall be a third
party beneficiary of the license agreements with sublicensees.

            2.10 The term "Territory" as used with respect to the Licensed
Properties and the rights conveyed hereunder to technology and trademarks shall
refer to and shall only constitute a limitation on the geographical area where
the Business is physically situated or the geographical area where the services
of the Licensee conducting the Business are intended to be offered as determined
on the basis of solicitation, advertising and the location of operations, but
shall not constitute a limitation in terms of the access which is allowed or
granted to users of such services, it being understood that no access limitation
is intended by the use of such term.


                                      B-7


      3. Fees. The rights and licenses granted hereunder with respect to the
Licensed Properties shall be free of any license fees or royalties.

      4. Delivery, Installation and Testing of the Licensed Software and the
Licensed Database.

            4.1 Lycos shall deliver the Licensed Software and the Licensed
Database on agreed media no later than ten (10) days after the Effective Date.

            4.2 After delivery of the Licensed Software and Licensed Database,
the Licensee shall carry out functional tests of the Licensed Software and the
Licensed Database during thirty (30) days ("Test Period") in order to verify
that the Licensed Software complies with the online documentation furnished to
and accepted by the Licensee and that the Licensed Software and Licensed
Database have the same features and functions (and in the case of the Local
Catalog substantially the same features and functions) as the Licensed Software
and Licensed Database being offered by Lycos through the Lycos Searchservice.
During the tests, the Licensee will notify Lycos without delay in writing of any
inconsistency found by it and Lycos will immediately commence to correct such
inconsistency at the cost of Lycos and delivery to the Licensee the resulting
corrections and a new Test Period shall begin for verification according to the
seine procedure. Lycos' obligation to correct any inconsistency in the Licensed
Software and Licensed Database shall be limited to correcting the Licensed
Software and the Licensed Database so that the Licensed Software and the
Licensed Database have the same features and functions (and in the case of the
Local Catalog substantially the same features and functions) as the Licensed
Software and Licensed Database being offered by Lycos through the Lycos
Searchservice. The Licensee shall accept the Licensed Software immediately after
it has been verified that it complies with the online documentation furnished to
and accepted by the Licensee and the Licensee shall accept the Licensed Database
immediately after it has been verified that it has the same features and
functions (and in the case of the Local Catalog substantially the same features
and functions) as the Licensed Database being offered by Lycos through the Lycos
Searchservice. If the Licensee does not notify Lycos of its non-acceptance
during the Test Period, the Licensed Software and the Licensed Database will be
deemed accepted. The Licensee shall begin its tests no later than ten (10) days
after delivery pursuant to paragraph 4.1.

            4.3 Licensee shall launch Lycos Japan through the Localized Site
within sixty (60) days after Licensee's acceptance of the Licensed Software and
the Licensed Database pursuant to the applicable provisions of Section 4.2, and
as promptly as possible within such sixty (60) day period as circumstances
permit making due allowance for the development of a well-considered plan for
launch and initial marketing of Lycos Japan.


                                      B-8


      5. Initial Operations, Site Relocation and Technical Assistance and
Support.

            5.1 Initially, Lycos shall operate and maintain Lycos Japan for
Licensee using equipment installed especially for such purpose at Lycos' data
center in Pittsburgh, Pennsylvania, U.S.A. Licensee shall reimburse Lycos for
all costs incurred by Lycos with the approval of Sumitomo Corp., such approval
not to be unreasonably withheld, in preparing to conduct and in conducting such
operation and maintenance, including without limitation the cost of all hardware
acquired by Lycos and installed at Lycos' data center in Pittsburgh,
Pennsylvania, U.S.A. specifically for the purpose of initially operating and
maintaining Lycos Japan for Licensee. Upon reimbursement by Licensee to Lycos
for the cost of any such hardware or other items of tangible personal property,
title to such hardware or other tangible property shall pass from Lycos to
Licensee.

            5.2 When and as feasible, as determined by Lycos and Licensee, the
operation and maintenance of Lycos Japan shall be transferred from Lycos' data
center in Pittsburgh, Pennsylvania, U.S.A. to a site in Japan. At such time, all
equipment or other tangible property for which Lycos has been reimbursed by
Licensee as required under Section 5.1, and to which title has passed from Lycos
to Licensee as provided in Section 5.1, shall be shipped by Lycos to Licensee at
Licensee's expense.

            5.3 For a period of three (3) months after Licensee commences
commercial operations, Lycos shall, without charge to Licensee, (a) provide
reasonable technical assistance to Licensee in the form of (i) telephone
consultation in English between Lycos technicians and Licensee's personnel, and
(ii) preparation of explanatory materials requested by Licensee, and (b) accept
at Lycos' principal place of business in the United States for up to three (3)
man-months up to two (2) technical trainees who are employees of Licensee,
provided that the cost of travel, food and lodging for such technical trainees
shall be borne by Licensee.

            5.4 After the expiration of the three (3) month period referred to
in Section 5.3, Lycos shall (a) provide reasonable technical assistance to
Licensee in the form of (i) telephone consultation in English between Lycos
technicians and Licensee's personnel, and (ii) preparation of explanatory
materials requested by Licensee, and (b) from time to time as reasonably
requested by Licensee make technical representatives available in Japan, at
times convenient to Lycos, to consult with and provide technical assistance to
Licensee. Licensee shall bear all costs relating to such consultation and
technical assistance, including without limitation the costs of travel, food and
lodging and per diem charges (including coverage of overhead and indirect costs)
on a per person basis at the most favorable rates offered by Lycos for providing
such services.

            5.5 Lycos agrees to provide Licensee, without charge, with software
upgrades to Licensed Software including new versions of Licensed Software
running under new operating systems and running under data base management
software upgrades, as they


                                      B-9


may become available. Lycos shall provide to the Licensee such updates,
developments, enhancements and improvements to the Licensed Software as may be
available to Lycos from time to time and any replacements to the Licensed
Software, without cost, to assure that the Licensed Software provided by the
Licensee through Lycos Japan is the same system (or as functionally equivalent
as is feasible given differences in multinational operating systems which cannot
be controlled by the parties) as that which is offered by the Lycos
Searchservice in the United States, provided that the Licensee shall pay Lycos
for all updates, developments, enhancements and improvements which it
specifically requests to be made on a custom basis based on the most favorable
rates (including coverage for overhead and indirect costs) offered by Lycos for
performing such custom work, and provided further that Lycos shall not be
obligated to accede to such requests where it would not be commercially
reasonable for Lycos to develop particular enhancements and improvements which
Licensee requests. Licensee shall be responsible for providing any software
upgrades to the Licensed Software to Permitted Sublicensees. At the time Lycos
makes available to Licensee any upgrades to the Licensed Software, Lycos shall
advise License of the changes to the Licensed Software from the previous version
of the Licensed Software provided to Licensee.

            5.6 In the event that Lycos makes available through its Internet
site located at www.lycos.com any product or service which is either owned
exclusively by Lycos or which is licensed by Lycos and which Lycos has the right
to sublicense to a third party without the payment of any fees or expense, then,
if requested by Licensee, Lycos shall make such product or service available to
Licensee for inclusion in Lycos Japan, on such terms and conditions as are
mutually acceptable to Lycos and Licensee. The parties agree that the Licensee
shall pay to Lycos all costs and expenses relating to the localization and
customization of the products and services for the Territory based on the most
favorable rates (including charges for overhead and indirect costs) offered by
Lycos for providing such services.

            5.8 Lycos shall, without charge to Licensee, use its best efforts to
fix bugs in the Licensed Software and the Licensed Database as soon as
reasonably possible. Such efforts will be conducted by telephone or electronic
means.

            5.9 All proposed changes and improvements by Lycos shall constitute
confidential information of Lycos. Licensee acknowledges that Lycos shall have
the right to make public announcements relating to all current and future
products and services and all development plans.

      6. Patents and Other Intellectual Property.

            6.1 All patents, copyrights, and all other intellectual property
rights in the Licensed Software and Licensed Database which may be obtainable
will remain the property of Lycos or CMU.


                                      B-10


            6.2 Lycos shall retain all ownership rights in and to the Licensed
Properties, Lycos Enhancements and Lycos Derivative Works. Licensee assigns any
interest (other than the licenses granted to Licensee under this Agreement) it
may be deemed to possess in any Licensed Properties, Lycos Enhancements and
Lycos Derivative Works to Lycos and will assist Lycos in every reasonable way,
at Lycos' expense, to obtain, secure, perfect, maintain, defend and enforce for
Lycos' benefit all intellectual property rights with respect to such properties.

            6.3 The respective ownership interests of Lycos and Licensee in any
Joint Enhancements shall be as agreed upon by the parties at the time such Joint
Enhancements are created; provided, however, that, if the parties cannot reach
agreement as to the ownership of any Joint Enhancement, then such Joint
Enhancement shall be deemed to be jointly owned by Lycos and Licensee and any
subsequent use of such Joint Enhancement by either party shall require the prior
approval of the other party, which approval shall not be unreasonably withheld
or delayed.

            6.4 Title to all developments, enhancements and improvements which
are not Lycos Derivative Works or Lycos Enhancements, which either originate
with or are paid for by Licensee (other than payments to Lycos, its Affiliates
or their agents), shall be the property of Licensee. Subject to mutual agreement
on royalties and other relevant terms and conditions, Licensee hereby grants to
Lycos a non-exclusive, worldwide (except for the Territory) license, with the
right to sublicense, to use all such developments, enhancements and improvements
in the Lycos Searchservice and related Lycos Properties.

      7. Marketing, Trademarks and Trade names.

            7.1 Licensee shall have included in all sales, marketing literature
and invoices relating to Licensed Properties a statement to the effect that
"this product or portions thereof is produced under license from Lycos, Inc.",
and either "Patent Pending" or, if applicable, "U.S. Patent Number X,XXX,XXX."

            7.2 Licensee shall have marked the appropriate portions of all
Licensed Properties with the applicable United States of America and foreign
Patent numbers in accordance with the applicable laws of the countries in which
the materials are intended to be used and offered.

            7.3 Licensee shall neither register nor use any CMU, Lycos or Point
Communications trademarks, trade names, service marks, patents, copyrights and
similar rights of any type under the law of any Governmental Body, including all
applications and registrations relating to any of the foregoing (collectively,
"Intellectual Property Rights"), except as specifically provided herein. Any use
of CMU's, Lycos' or Point Communications' Intellectual Property Rights will
inure to the benefit of CMU, Lycos or Point Communications as the case may be.
Licensee acknowledges that it does not have any rights or any title


                                      B-11


whatsoever in or to CMU's, Lycos', or Point Communications' Intellectual
Property Rights, except as specifically provided herein.

            7.4 Subject to all the terms and conditions of the Agreement, during
the term of this Agreement, Licensee shall have the non-exclusive,
non-transferable right to use the Licensed Marks to market Lycos Japan in the
Territory. To the extent reasonably feasible and subject to translation,
Licensee shall always use the Licensed Marks in all instances exactly as set
forth herein when referring to or identifying with Licensed Properties. Licensee
agrees that all Permitted Licensees will be required to include a "Lycos
Powered" logo on a Web page which related to Lycos Japan licensed to Permitted
Sublicensees. Licensee shall affix a copyright notice to all copies, or portions
thereof of the Licensed Properties.

            7.5 The following notice (text) shall appear on the entry screen of
the Licensed Properties and at the bottom of each respective query result in a
manner specified by Lycos:

                  "(C)1998 Lycos, Inc. Lycos(R) is a registered
                   trademark of Carnegie Mellon University. All 
                   Rights Reserved."

            7.6 The font of the text is to be no smaller than the main text font
size used in the Lycos Searchservice.

            7.7 Whenever the trademark "Lycos(R)" or "The Lycos(R) Catalog of
the Internet", appears in any printed material of Licensee or within the
Licensed Properties, there shall be a footnote or other appropriate statement
located in such materials or properties which reads: "(C)1998 Lycos, Inc.
Lycos(R) is a registered trademark of Carnegie Mellon University. All Rights
Reserved."

            7.8 Licensee shall at all times hereafter take such steps in the
marketing and sale of the Licensed Properties to protect the Copyrights and all
Code, databases, Intellectual Property Rights, data and materials supplied by
Lycos, using measures at least as secure as those used by Licensee in protecting
its own proprietary software.

      8. Termination.

            8.1 This Agreement shall be effective during the period (the "Term")
from the date of this Agreement until the sooner of: (i) the date on which the
parties hereto mutually agree to terminate this Agreement; (ii) the date on
which this Agreement is terminated under paragraph 8.2 below, or (iii) the date
on which Licensee permanently ceases to transact business or ceases its
corporate existence (by dissolution or otherwise).

            8.2 A party may terminate this Agreement upon written notice in the
event of (i) any material breach of any warranty, representation or covenant of
this Agreement by


                                      B-12


the other party which remains uncured thirty (30) days after written notice of
such breach, or (ii) in the event of any bankruptcy, insolvency, receivership,
dissolution, liquidation, or similar proceeding of the other party which
continues for thirty (30) days from filing. In addition, if Licensee shall cease
to carry on its business with respect to the operation of Lycos Japan for any
reason, this Agreement shall immediately terminate and shall be of no further
force or effect, except as provided in paragraph 8.3 below.

            8.3 The termination of this Agreement pursuant to this Section 8,
shall not terminate (i) the obligation of Licensee to pay Lycos any amounts
required to be paid hereunder, prior to the effective date of the termination,
and other amounts, which are accrued or which are otherwise to be paid by
Licensee under the terms of this Agreement or (ii) the obligations of Licensee
under Sections 6, 10, 12, 13 and 14 hereunder. If Lycos terminates this
Agreement pursuant to this Section 8, nothing herein shall be construed to
release either party from any obligation that matured prior to the effective
date of such termination. In the event of the termination of this Agreement, all
sublicenses granted hereunder shall terminate, and Lycos may, in its discretion,
offer licenses to any sublicensee whose sublicense is terminated upon
termination of this Agreement.

            8.4 Upon the termination of this Agreement, Lycos will grant to
Licensee a reasonable grace period (not to exceed ninety (90) days) for winding
up activities in which Licensee and Permitted Sublicensees are engaged pursuant
to the rights and licenses granted by Lycos under this Agreement.

      9. Warranties; Disclaimer; Exclusive Remedy.

            9.1 LYCOS WARRANTS THAT THE LICENSED SOFTWARE FURNISHED HEREUNDER
WILL FUNCTION SUBSTANTIALLY AS SET FORTH IN THE ON-LINE DOCUMENTATION FURNISHED
TO THE LICENSEE IN CONNECTION WITH THIS AGREEMENT, AND THAT THE LICENSED
SOFTWARE AND THE LICENSED DATABASE HAVE THE SAME FEATURES AND FUNCTIONS (AND IN
THE CASE OF THE LOCAL CATALOG SUBSTANTIALLY THE SAME FEATURES AND FUNCTIONS) AS
THE LICENSED SOFTWARE AND LICENSED DATABASE BEING OFFERED BY LYCOS THROUGH THE
LYCOS SEARCHSERVICE. THIS IS A LIMITED WARRANTY AND, EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, IT IS THE ONLY
WARRANTY MADE BY LYCOS HEREUNDER. SUBJECT TO AND EXCEPT FOR THE FOREGOING, LYCOS
MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AS TO ANY MATTER
INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR
MERCHANTABILITY, OR EXCLUSIVITY, OR RESULTS OBTAINED FROM USE OF ANY
INTELLECTUAL PROPERTY DEVELOPED UNDER THIS AGREEMENT. IF ANY MODIFICATIONS ARE
MADE TO THE LICENSED SOFTWARE BY LICENSEE WITHOUT THE EXPRESS WRITTEN CONSENT OF
LYCOS THIS WARRANTY


                                      B-13


SHALL IMMEDIATELY TERMINATE. LICENSEE MUST NOTIFY LYCOS IN WRITING WITHIN NINETY
(90) DAYS OF DELIVERY OF THE LICENSED SOFTWARE OF ANY DEFECT IN SUCH SOFTWARE.

            9.2 NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE
SAID LICENSED SOFTWARE OR ANY APPLICATIONS THEREOF.

            9.3 LICENSEE AGREES THAT IT WILL NOT MAKE ANY WARRANTY ON BEHALF OF
LYCOS, EXPRESSED OR IMPLIED TO ANY PERSON CONCERNING THE APPLICATION OF OR THE
RESULTS TO BE OBTAINED WITH THE TECHNOLOGY UNDER THIS AGREEMENT.

            9.4 LYCOS' SOLE OBLIGATION AND LICENSEE'S SOLE REMEDY UNDER THE
LIMITED WARRANTY CONTAINED IN SECTION 9 IS THAT LYCOS WILL USE COMMERCIALLY
REASONABLE EFFORTS TO REPAIR OR REPLACE THE LICENSED SOFTWARE AND THE LICENSED
DATABASE IF THEY DO NOT CONFORM TO THIS WARRANTY. LICENSEE AGREES THAT LYCOS'
SOLE LIABILITY HEREUNDER ARISING OUT OF ANY THEORY OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY IN TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY BREACH
OF LYCOS' REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, SHALL NOT
EXCEED THE SUM OF FIVE HUNDRED THOUSAND U.S. DOLLARS (U.S.$ 500,000).

      10. Infringement.

            10.1 If any unmodified Licensed Software provided to Licensee by
Lycos is alleged or held to infringe a proprietary right of a third party, Lycos
shall, at its own expense, and in its sole discretion, (1) procure for Licensee
and the end-users or customers of Licensee the right to continue to use the
allegedly infringing Licensed Software; (2) replace or modify the Licensed
Software to make it non-infringing; or (3) if neither of the remedies described
in (1) and (2) are commercially reasonable, (3) terminate this Agreement and
accept the return of the Licensed Software and related documentation.

            10.2 Lycos shall defend, at its own expense (or in Lycos'
discretion, settle), indemnify and hold the Licensee harmless from and against
any loss, injury, demand, cost, expense or claim (including reasonable
attorneys' fees) arising out of any allegation that the Licensed Software
infringes any patents, copyrights, trade secrets or other proprietary rights of
any third party ("Claim of Infringement"), provided that the Licensee timely
notifies Lycos in writing of any such claim, provided that failure to timely
notify Lycos shall not constitute a defense unless Lycos is harmed as a result.


                                      B-14


            10.3 Licensee acknowledges and agrees that Lycos makes no
representation or warranty with respect to the Licensed Marks, and Lycos shall
have no obligations hereunder for indemnification or otherwise arising out of or
based upon Licensee's use of the Licensed Marks.

      11. Marketing Efforts of Licensee. As a material condition to this
Agreement, Licensee shall use its best efforts to market and promote the
commercial exploitation of Lycos Japan in the Territory, and to sell advertising
and promotional services in Lycos Japan.

      12. Costs.

            12.1 Except as may be otherwise expressly provided in this
Agreement, each party shall bear its own costs and expenses in carrying out its
obligations under this Agreement.

            12.2 All amounts payable by either party to the other party under
this Agreement shall be due and payable within thirty (30) days of the date of
invoice. If any payment is not received within thirty (30) days of the date of
invoice, interest will be imposed on such amount at a rate of interest per annum
equal to five percent (5%) above the Prime Rate from the day such amount was
due.

      13. Confidentiality. For so long as this Agreement remains in effect and
for a period of three (3) years after any termination of this Agreement, each
party shall keep strictly confidential and not disclose, use, divulge, publish
or otherwise reveal, directly or through another Person, (A) any confidential,
non-public information of a subsidiary of the other party which was disclosed
pursuant to this Agreement, or (B) any confidential, non-public information
relating to the business of the other party and obtained as a result of the
preparation and negotiation of this Agreement, the performance by the parties of
their obligations hereunder, or the joint conduct by the parties of activities
pursuant to this Agreement including, but not limited to, documents and/or
information regarding customers, costs, profits, markets, sales, products,
product development key personnel, pricing policies, operational methods,
technology, know-how, technical processes, formulae, or plans for future
development of or concerning the other party (collectively, "Confidential
Information"), except as may be necessary for the directors, employees or agents
of its and its Affiliates to perform their respective obligations under this
Agreement or in connection with filings with Governmental Bodies as required
under applicable law, including, in the case of Lycos, the rules and regulations
promulgated under the Securities Exchange Act of 1934; provided that neither
party shall make any disclosure required under applicable law before providing
the other party with a reasonable opportunity to seek a protective order. Each
party shall cause any Persons receiving information in accordance with the terms
hereof to retain it in confidence. Upon termination of this Agreement, each
party shall either destroy or return to the other all memoranda, notes, records,
reports and other documents (including all copies thereof) relating to the
Confidential Information of the other party and the Joint


                                      B-15


Entities which such Information of the other party and the Joint Entities which
such party may then possess or have under its control (except information owned
by a Joint Entity which such party continues to own after such termination).
Notwithstanding the foregoing, the following shall not constitute Confidential
Information: (w) information which was already otherwise known to the recipient
at the time of its receipt in connection with this Agreement, (x) information
which is or becomes freely and generally available to the public through no
wrongful act of the recipient, (y) information which is rightfully received by
the recipient from a third party legally entitled to disclose such information
without breach by the recipient of this Agreement or (z) in connection with
legal action initiated by a party to enforce rights under this Agreement,
provided that adequate safeguards (such as protective orders) are maintained.

      14. Breach. No acquiescence in any breach of this Agreement by either
party shall operate to excuse any subsequent or prior breach.

      15. Prior Agreement. This Agreement supersedes all previous agreements
relating to the subject matter hereof, whether oral or in a writing, and
constitutes the entire agreement of the parties hereto and shall not be amended
or altered in any respect except in a writing executed by the parties.

      16. Governing Law

            16.1 This Agreement, and the rights and liabilities of the parties
hereunder, shall be governed by the substantive laws of the State of New York,
United States of America, to the exclusion of its rules of conflict of laws.

            16.2 In the event any dispute arises among the parties, or any of
them, which cannot be amicably resolved, such dispute shall be submitted to the
International Chamber of Commerce for binding arbitration in accordance with the
commercial arbitration rules of the International Chamber of Commerce as then in
effect. The arbitration shall be conducted in the English language, and, unless
otherwise agreed by the parties to the dispute, shall be held in New York, New
York. Any arbitration award rendered in any such arbitration proceeding may be
entered in and enforced by any court of competent jurisdiction.

            16.3 Any arbitration proceedings hereunder shall be held in Boston,
Massachusetts, U.S.A. All such proceedings and all communications (written or
oral) including, without limitation, any evidence submitted to the arbitral
tribunal, shall be in the English language or shall be accompanied by a
certified English translation.

            16.4 At the request of a party, the tribunal may issue any
provisional orders or take all the interim measures it deems necessary. The
tribunal shall have the power to


                                      B-16


order that neither party shall take any action inconsistent with the Agreement
and shall continue to perform under the Agreement for the time the arbitration
procedure is pending.

            16.5 The parties further agree that the ruling and award of the
arbitral tribunal will be final and binding to the maximum extent allowed by the
laws applied to this Agreement.

            16.6 This agreement to arbitrate shall be without prejudice to the
right of the parties to seek preliminary injunctive, interim, provisional or any
form of provisional equitable relief in any court or any judicial authority
which has jurisdiction over the parties and/or the subject matter of the
controversy.

      17. Notices. All notices, requests, demands and other communications
hereunder shall be in writing in English and shall be deemed to have been duly
given (except as may otherwise be specifically provided herein to the contrary):
(i) if delivered by hand to the party to whom said notice or other communication
shall have been directed, upon such receipt; (ii) if mailed by certified or
registered mail with postage prepaid, return receipt requested, on the third
business day after mailing; or (iii) if transmitted by telefax, on the date of
the transmission, with such transmittal followed by delivery of a confirmation
copy via one of the other methods set out herein. All notices shall be addressed
as set forth below or to any other address such party shall notify to the other
party in accordance with this Section:

           If to Lycos:     Lycos, Inc.
                            500 Old Connecticut Path
                            Framingham,MA 01701-4570
                            Attention: Chief Financial Officer
                            Telephone: (508) 424-0400
                            Facsimile: (508) 820-4499

           With a copy to:  Coudert Brothers
                            1055 West 7th Street, 20th Floor
                            Los Angeles, CA 90017
                            Attention: Richard G. Wallace
                            Telephone: (213) 688-9088
                            Facsimile: (213) 689-4467

           If to Licensee:  Lycos Japan K.K.
                            ________________________________
                            ________________________________
                            Attention: _____________________
                            Telephone: _____________________
                            Facsimile: _____________________


                                      B-17


      18. Assignment. Licensee shall neither assign nor transfer this Agreement
or any interest herein, or enter into any merger agreement effectively
transferring this Agreement to another party, without the prior written consent
of Lycos, except that Licensee may sublicense the Licensed Properties to
Permitted Sublicensees as provided herein. Lycos may not assign this Agreement
and/or subcontract its performance hereunder to any third party, except that
this restriction shall not apply with respect to any assignment or subcontract
between Lycos and any Affiliate of Lycos, provided that Lycos unconditionally
guaranties to Licensee the due and punctual performance by such Affiliate of
Lycos' obligations under this Agreement, or in connection with any sale of all
or a substantial portion of the business or assets of Lycos, whether by a sale
of assets, a merger or otherwise.

      19. Non-Competitive Use; Dealing With Competitors. Licensee shall not use,
sell, license, sublicense or otherwise transfer any of the Licensed Properties
except as authorized under this Agreement. Licensee shall not copy, reverse
compile, disassemble, or reverse engineer any portion of Licensed Software or
Licensed Database or use them to provide products or services competitive to
Licensed Software or Licensed Database or to assist or allow others to do any
such act as set forth in this Section 19. During the Term and for a period of
three (3) years thereafter, Licensee shall not establish or operate, or assist
any other person to establish or operate, in or for the Territory a World Wide
Web search or directory service using web-crawler and spidering technology,
which service is substantially similar to Lycos Japan.

      20. Representations. Lycos and Licensee represent and warrant the
following to each other:

            (a) Neither the execution and delivery by it of this Agreement nor
the consummation of the transactions contemplated hereby, violates any law or
regulation or conflict with, or results in a breach of or default under any
agreement, license, instrument, judgment, decree or order to which it is a party
or by which it is bound, where such violation, conflict, or breach would have a
material adverse effect on such party's financial condition or operations or
ability to fulfill its obligations under this Agreement.

            (b) No approval or consent of any governmental agency or
instrumentality is required for the authorization, execution, or delivery by it
of this Agreement.

            (c) Neither this Agreement nor any document or certificate furnished
by such party pursuant to this Agreement contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein no misleading.

            (d) The execution and delivery of this Agreement and the performance
by such party of its obligations hereunder are within such party's corporate
power have been duly


                                      B-18


authorized by proper corporate action on the part of such party and are not in
violation of the organizational documents of such party.

      21. Construction; Captions; Exhibits.

            21.1 The terms and provisions of this Agreement and the wording used
herein shall in all cases be interpreted and construed simply in accordance with
their fair meanings and not strictly for or against any party hereto.

            21.2 The captions at the headings of each Section of this Agreement
are for convenience of reference only, and are not intended to be used or
applied to describe, interpret, construe, define or limit the scope, extent,
intent or operation of this Agreement or of any term or provision hereof.

            21.3 All appendixes, exhibits and schedules are hereby incorporated
by reference and are part of this Agreement as if expressly set forth at length
herein.

      22. Severability. If any provision of this Agreement shall be held to be
incomplete, illegal, invalid or unenforceable, or if it becomes necessary to
amend the Agreement in order to comply with an administrative or governmental
order, the remaining provisions of the Agreement shall stay in force and the
unenforceable, void or incomplete provision shall be replaced by a valid
provision or amendment reflecting the economic and business objectives of the
original Agreement as best as possible, provided however, that if any
replacement provision or amendment would lead to a change in the fundamental
economic and business terms of this Agreement, each party shall have the right
to terminate this Agreement in accordance with Section 8 of this Agreement.

      23. Conformity With Local Law. The parties covenant and agree that this
Agreement shall be amended to the extent necessary to provide each party with
the full benefit of the confidentiality provisions and the remedies provided
under this Agreement. The parties agree to amend this Agreement and to negotiate
in good faith supplemental agreements with each other or with governmental
authorities as may be required to cause this Agreement to comply with applicable
laws of Japan, including, without limitation, data protection laws, and as may
be necessary to give full effect to the intent of the parties as stated herein.
Notwithstanding anything to the contrary contained in this Section 23, this


                                      B-19


Agreement shall be modified to the extent necessary to protect the rights of
Lycos and Licensee in their property under the laws of Japan as determined by
the parties in their reasonable discretion.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed in duplicate counterparts, each of which shall be deemed to
constitute an original, effective as of the date first above written.


                         LYCOS, INC.,
                         a corporation organized under the laws of Delaware, USA

                         By:
                              -----------------------------------
                         Its:
                              -----------------------------------


                         LYCOS JAPAN K.K.,
                         a kabushiki kaisha organized under the laws of Japan

                         By:
                              -----------------------------------
                         Its:
                              -----------------------------------


                                      B-20


                                  ATTACHMENT A

                                     [***]




*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



                                      B-21


                                    EXHIBIT C

                              SHAREHOLDER AGREEMENT

      THIS SHAREHOLDER AGREEMENT is made and entered into as of _______, 1998 by
and among LYCOS, INC. ("Lycos"), a corporation organized under the laws of the
State of Delaware, United States of America, SUMITOMO CORP. ("Sumitomo"), a
kabushiki kaisha organized under the laws of Japan, and INTERNET INITIATIVE
JAPAN, INC. ("IIJ"), a kabushiki kaisha organized under the laws of Japan.
Lycos, Sumitomo and IIJ are sometimes referred to individually herein as a
"Shareholder" and collectively as the "Shareholders."

                                    RECITALS

      A. The Shareholders are parties to a Joint Venture Agreement dated as of
March 5, 1998 (the "Joint Venture Agreement").

      B. Lycos and Lycos Japan K.K. (the "Company"), a kabushiki kaisha
organized under the laws of Japan, have entered into a License Agreement dated
as of _______, 1998 (the "License Agreement").

      C. As of the date hereof, Lycos is the sole shareholder of the Company.
The Company is authorized to issue [***] shares of stock, all of which is of one
class and has a par value of [***] per share (collectively, the "Stock"). Lycos
is the owner of [***] shares of stock.

      D. Pursuant to and subject to the terms and conditions of the Joint
Venture Agreement, additional shares of Stock (the "Additional Shares") are to
be issued to Sumitomo and IIJ such that, after the issuance of the Additional
Shares, the Shareholders will own the number of shares of Stock set forth below
beside their respective names:

                      Shareholder         Number of Shares
                      -----------         ----------------

                      [***]                    [***]
                      [***]                    [***]
                      [***]                    [***]

      E. The execution of this Agreement is a condition precedent to the
issuance of the Additional Shares pursuant to the Joint Venture Agreement.

      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      C-1


      1. Voting and Mangement.

            1.1 Election of Directors. Each Shareholder hereby agrees that, for
so long as this Agreement is in effect, such Shareholder shall vote (or cause to
be voted) the shares of Stock owned beneficially or of record by such
Shareholder for the election of directors to the Board of Directors of the
Company such that the Board of Directors shall consist of two directors
designated by Lycos, two directors designated by Sumitomo, and one director
designated by IIJ.

            1.2. Removal of Directors. Any director elected as a Lycos designee
may only be removed with the consent of Lycos, any director elected as a
Sumitomo designee may be only be removed with the consent of Sumitomo, and any
director elected as an IIJ designee may only be removed with the consent of IIJ.

            1.3 Voting Requirements. Except as may be otherwise provided in the
Articles of Incorporation of the Company or required by applicable law, and
subject to Section 1.4, the required vote for any approval by the shareholders
of the Company shall be a majority of the shares represented and entitled to
vote at a duly constituted meeting of shareholders at which a quorum is present,
and the required vote for any approval by the board of directors of the Company
shall be a majority of the directors present at a duly constituted meeting of
the board of directors at which a quorum is present.

            1.4 Major Matters. Notwithstanding Section 1.3, the following
matters shall require the approval of the shareholders of the Company by an
affirmative vote of not less than sixty six and two-thirds percent (66-2/3%) of
the issued and outstanding stock of the Company:

                  (a) amendment or repeal of the Articles of Incorporation;

                  (b) liquidation, winding-up, dissolution or commencement of
any bankruptcy or other similar proceeding;

                  (c) merger, consolidation, reorganization, recapitalization,
and the like;

                  (d) sale of all or substantially all of the assets of the
Company, or the sale of any assets individually or in the aggregate exceeding
(Yen)10,000,000 in amount;

                  (e) issuance, redemption, repurchase or retirement of any
securities (including any option, warrant or right to acquire any securities or
any instrument convertible into securities);

                  (f) increase or decrease of authorized capital;

                  (g) approval of annual financial statements;


                                      C-2


            (h) approval of annual business plan (including annual budget and
marketing plans, distribution plans and pricing policies), and any major
modifications to or departures from the approved annual business plan;

            (i) declaration of dividends;

            (j) acquisition or disposition of an interest in any other
corporation or entity, including the incorporation of any subsidiary;

            (k) guaranty of third party indebtedness;

            (l) the borrowing of any funds, except for any funds borrowed under
the [***] revolving loan facility to be made available to the Company by
Sumitomo or an affiliate of Sumitomo pursuant to Section 4 of the Joint Venture
Agreement (the "Sumitomo Facility"), and except for any funds borrowed in the
ordinary course of business and individually or in the aggregate not exceeding
[***];

            (m) the sale, transfer (other than by sublicense as permitted under
the License Agreement), or encumbrance of any interest in intellectual property
rights, and the selection or designation of sublicensees to which sublicenses
will be granted pursuant to the License Agreement;

            (n) any changes or modifications by the Company of or to any of the
technology licensed to the Company by Lycos, except as expressly permitted by
and made in accordance with the License Agreement;

            (o) any material transaction between the Company and any of its
shareholders (other than pursuant to the License Agreement or the Sumitomo
Facility);

            (p) any material transaction by which the Company incurs or
undertakes any financial obligation in excess of (Yen)50,000,000; or

            (q) removal of officers or statutory auditors.

            1.5 Applicable Legal Requirements. Nothing contained in Section 1.4
relieves the Company or the Shareholders from compliance with applicable law as
to requirements for shareholder or board approvals with respect to any of the
matters set forth in Section 1.4.

            1.6 Voting. The Shareholders shall exercise their voting rights and
powers as shareholders of the Company, and shall otherwise cooperate, to fully
effect the purposes and implement the provisions of this Agreement.


                                      C-3


            1.7 Transfer of Certain Shares of Sumitomo to NTT. For a period of
one year from and after the date of this Agreement, Sumitomo shall have the
right to transfer to Nippon Telegraph and Telephone Corp., a kabushiki kaisha
organized under the laws of Japan ("NTT"), 625 shares of its shares of Stock
free of any of the transfer restrictions set forth in this Agreement, provided
that prior to or in connection with any such transfer NTT delivers to each of
the parties to this Agreement its written undertaking, in form and substance
satisfactory to all of such parties, to be bound by all of the terms and
provisions of this Agreement as though NTT were originally party hereto. At the
request of Sumitomo, the Shareholders shall cooperate as necessary to obtain the
approval of the Board of Directors of the Company to the transfer permitted by
this Section 1.7.

      2. Restrictions on Transfer. No Shareholder may voluntarily transfer,
sell, assign, pledge, hypothecate, encumber or otherwise dispose of any or all
of the Stock now owned or hereafter acquired by such Shareholder without the
approval of the Board of Directors of the Company with respect to the identity
of the transferee as required by the Articles of Incorporation of the Company.
Any offer to transfer, or any attempted or purported transfer, of any Stock in
violation of this Section 2 shall be null and void.

      3. Transfers Subject to Right of First Refusal.

            3.1 General. Except as otherwise provided in Section 3.8, any
transfer, sale, assignment or other disposition (collectively, a "Transfer") of
any Stock by a Shareholder shall be subject to the rights of first refusal set
forth in this Section 3.

            3.2 Notice and Offer to Sell. In the event a Shareholder (the
"Offering Shareholder") desires to make a Transfer of all or any portion of the
Offering Shareholder's Stock, such Offering Shareholder shall give to each of
the other Shareholders (each such other Shareholder, an "Offeree") a written
notice ("Offeror Notice") of the Offering Shareholder's intention to make such
Transfer, which Offeror Notice shall set forth all of the terms and conditions
of the proposed Transfer, including without limitation (a) the name, identity
and address of the proposed transferee (the "Proposed Transferee"), (b) the
number of shares of Stock to be Transferred (the "Offered Shares") and (c) the
consideration for the Transfer. The Offoror Notice shall contain an offer to
make a Transfer of the Offered Shares to the Offerees on the terms and
conditions of the proposed Transfer described in the Offeror Notice and in
accordance with the terms and conditions of this Agreement.

            3.3. Offeree Notice. Within thirty (30) days after the Offeror
Notice is duly given, each Offeree shall give written notice ("Offeree Notice")
to the Company and the Offering Shareholder specifying the maximum number of
shares of Stock that such Offeree wishes to acquire upon the terms and
conditions of the proposed Transfer set forth in the Offeror Notice. For the
purpose of this Section 3.3, an Offeree that does not deliver an Offeree Notice
within the time required by this Section 3.3 shall be deemed to have provided an
Offeree Notice on the last day on which an Offeree Notice may be provided
specifying no interest in acquiring any of the Offered Shares.


                                      C-4


            3.4 Allocation of Shares. The Offering Shareholder shall be bound to
make a Transfer to each Offeree and each Offeree shall be bound to acquire from
the Offering Shareholder that number of Offered Shares as is determined in
accordance with the following:

                  (a) Each Offeree shall be entitled to purchase a number of
Offered Shares equal to the lesser of (i) the number of shares of Stock
specified in such Offeree's Offeree Notice or (ii) the total number of Offered
Shares multiplied by a fraction, the numerator of which is the number of shares
of Stock held by such Offeree and the denominator of which is the aggregate
number of shares of Stock held by all of the Offerees to whom Stock is being
allocated pursuant to this Section 3.4(a).

                  (b) If any Offered Shares remain unallocated after the
application of Section 3.4(a), then the Offering Shareholder shall give the
Offerees a second notice ("Second Offeror Notice"), which shall set forth the
number of unallocated Offered Shares, and, within fifteen (15) days after such
Second Offeror Notice is duly given, each Offeree shall give written notice
("Second Offeree Notice") to the Company and the Offering Shareholder specifying
the maximum number of Offered Shares that such Offeree wishes to acquire. The
procedure specified in Section 3.4(a) shall thereupon be reapplied (and each
"Second Offeree Notice" shall be deemed an "Offeree Notice for purposes of
reapplying Section 3.4(a)) to allocate any unallocated Offered Shares among
Offerees desiring to acquire additional Offered Shares. For the purpose of this
Section 3.4(b), an Offeree that does not deliver a Second Offeree Notice within
the time required by this Section 3.4(b) shall be deemed to have provided a
Second Offeree Notice on the last day on which a Second Offeree Notice may be
provided specifying no interest in acquiring additional Offered Shares.

            3.5 Transfer by Offering Shareholder. If any Offered Shares remain
unallocated after the application of Section 3.4(a) and 3.4(b), then, subject to
Section 3.7 below, the Offering Shareholder shall be permitted, for a period of
thirty (30) days from receipt by the Company of the last Second Offeree Notice,
to make a Transfer of all such Offered Shares to the Proposed Transferee on the
terms and conditions set forth in the Offeror Notice. If the Offering
Shareholder does not make such Transfer of the Offered Shares within such thirty
(30) day period, then any subsequent proposed Transfer of the Offered Shares
shall again be subject to all of the terms and provisions of this Section 3.

            3.6 Acquisition and Transfer. The closing of any acquisition of
Offered Shares by any Shareholder under this Agreement shall take place,
notwithstanding any contrary provisions in an Offeror's Notice, within thirty
(30) days from receipt by the Company of the last Second Offeree Notice or
Offeree Notice, as the case may be, unless another date is mutually agreed upon
by the parties participating in the closing. At the closing of any Transfer of
Offered Shares under this Section 3.6, the Offering Shareholder shall deliver to
any Shareholder acquiring any of such Offered Shares, a certificate or
certificates representing the Offered Shares being acquired, duly endorsed, or
accompanied by assignments separate from certificate, and in proper form and
order for transfer, against receipt of the consideration, and the Shareholder
acquiring such Offered Shares shall take all actions and execute and deliver to
the Offering Shareholder all instruments


                                      C-5


and documents as may be necessary or desirable to consummate the acquisition and
Transfer of the Offered Shares in compliance with all applicable laws and
regulations.

            3.7 Obligations of Transferees. Each transferee and each subsequent
transferee of any shares of Stock, or of any interest in such shares of Stock,
shall hold such shares of Stock or interest therein subject to all of the
provisions of this Agreement, and such transferee shall, to evidence such
transferee's intention and agreement to assume all of the obligations of the
transferor under this Agreement and to be bound by all of the provisions of this
Agreement, execute the original or a counterpart of this Agreement upon
acquisition of such shares of Stock or any interest therein and deliver the
original or a counterpart of this Agreement to the Company.

            3.8 Transfers to Affiliates. The provisions of this Section 3 (other
than Section 3.7) shall not apply to any Transfer of shares of Stock by a
Shareholder to any corporation which directly or indirectly controls, is
controlled by or is under common control with such Shareholder, where such
control is exercised through ownership of more than fifty percent (50%) of the
relevant voting power provided that the transferee affiliate has agreed to
assume all of the obligations of the transferor under this Agreement and to be
bound by all of the provisions of this Agreement.

            3.9 Obligations of Company. The Company shall not be required (a) to
transfer on its books any shares of Stock that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement, or (b) to
treat any purported transferee of such shares of Stock as the owner thereof or
to accord to such purported transferee the right to vote such shares of Stock as
the holder thereof or to receive dividends thereon.

      4. Material Defaults and Accumulated Losses.

            4.1 Material Defaults. In the event that (i) Lycos materially
breaches or defaults in the performance of its obligations under this Agreement,
the Joint Venture Agreement or the License Agreement, or (ii) Sumitomo
materially breaches or defaults in the performance of its obligations under this
Agreement or the Joint Venture Agreement, or (iii) Sumitomo or its affiliate
materially breaches or defaults in the performance of its obligations under the
loan agreement to be entered into with the Company to implement the Sumitomo
Facility as contemplated by the Joint Venture Agreement (the "Loan Agreement"),
and any such breach or default is not cured within ninety (90) days after
written notice of such default is given by the non-breaching party to the
breaching party, then the non-breaching party shall have the right, at its
option and without prejudice to any other rights and remedies it may have, to:

                  (a) elect to dissolve the Company by giving written notice
thereof to the breaching party, in which case the breaching party agrees to join
with the non-breaching party to take all such steps as may be necessary to
dissolve the Company, it being agreed between Sumitomo and Lycos that the
breaching party shall have the right to vote the shares of the non-


                                      C-6


breaching party in favor of dissolution if the non-breaching party fails to take
action as required under this paragraph (a); or

                  (b) elect to terminate this Agreement by written notice
thereof to the breaching party, in which case this Agreement, the Joint Venture
Agreement, the License Agreement and the funding commitment under the Loan
Agreement shall automatically terminate notwithstanding any provision to the
contrary in this Agreement, the Joint Venture, the License Agreement or the Loan
Agreement.

For purposes of this Section 4.1, the commencement of a bankruptcy or other
similar proceeding by or against Lycos or Sumitomo which is not dismissed within
ninety (90) days shall be deemed a material breach of or default under this
Agreement by Lycos or Sumitomo, respectively.

            4.2 Accumulated Losses. If the accumulated losses appearing on the
balance sheet of the Company as of the end of any financial year exceeds the
amount of the paid up capital of the Company, any of the Shareholders may, by
written notice given within thirty (30) days after receipt of such balance
sheet, require all of the Shareholders to meet at a location agreeable to all of
the Shareholders to discuss the appropriate steps to be taken with respect to
the financial situation of the Company. Such meeting of Shareholders shall be
held within thirty (30) days after any such notice is given. If the Shareholders
cannot reach agreement within thirty (30) days after the date of such meeting on
the appropriate steps to be taken, any Shareholder may thereafter propose, by
written notice given to the other Shareholders, that the Company dissolve and,
concurrently with giving such notice, shall offer to sell its Stock at a price
determined on the basis of the net worth of the Company. If the other
Shareholders, or any of them, do not agree within thirty (30) days after the
giving of such notice to purchase all of such Stock and assume all of the
obligations (if any) of the offering Shareholder to provide financial assistance
to the Company, then all of the Shareholders shall take such steps as may be
necessary to dissolve the Company.

      5. Representations and Warranties. Each Shareholder represents and
warrants to the other Shareholders that (a) such Shareholder has taken all
requisite corporate action to authorize and approve the execution, delivery and
performance of this Agreement by such Shareholder, (b) this Agreement has been
duly executed and delivered by such Shareholder, and constitutes the legal,
valid and binding obligations of such Shareholder, enforceable against such
Shareholder in accordance with its terms, and (c) the execution, delivery and
performance of this Agreement by such Shareholder will not (i) violate any
provision of the charter documents of such Shareholder, (ii) violate, conflict
with or result in (or with notice or lapse of time or both result in) a breach
of or default under any term or provision of any contract or agreement to which
such Shareholder is a party or by which such Shareholder or any of its assets or
properties is or may be bound, or (iii) violate any order, judgment, injunction,
award or decree of any court or arbitration body, or any governmental,
administrative or regulatory authority, by which such Shareholder or any of its
assets or properties is or may be bound.

      6. Termination.


                                      C-7


            6.1 Termination. This Agreement shall terminate upon the occurrence
of any of the following events:

                  (a) the voluntary written agreement of all of the Shareholders
(or, as applicable, their successors in interest) to terminate this Agreement;

                  (b) the dissolution, bankruptcy or insolvency of the Company;

                  (c) the sale of all or substantially all of the Company's
assets other than in the ordinary course of business;

                  (d) the acquisition of the Company by another entity by means
of merger or consolidation resulting in the exchange of any Stock for securities
issued, or caused to be issued, by the acquiring entity; or

                  (e) at such time after the issuance of the Additional Shares
as only one Shareholder remains.

            6.2 Surrender. Upon termination of this Agreement, all persons
holding Stock subject to the provisions of this Agreement shall surrender to the
Company the certificates for such Stock, and the Company shall issue in lieu
thereof new certificates.

      7. Miscellaneous.

            7.1 Effective Date. This Agreement shall be effective as of the date
of the issuance of the Additional Shares. The effectiveness of this Agreement
shall be conditioned upon the issuance of all of the Additional Shares.

            7.2 Notices. Any notice, request, demand, approval or consent
required or permitted under this Agreement shall be in writing and shall be
effective upon actual receipt when delivered by (a) registered mail, postage
prepaid, return receipt requested, (b) personal delivery, (c) an overnight
courier of recognized reputation (such as DHL or Federal Express), or (d)
transmission by telecopier (with confirmation by mail), in each case addressed
as follows:

                 If to Lycos:     Lycos, Inc.
                                  500 Old Connecticut Path
                                  Framingham, MA 01701-4570
                                  Attention:  Chief Financial Officer
                                  Telephone: (508) 424-0400
                                  Facsimile: (508) 820-4499


                                      C-8


                 With a copy to:  Coudert Brothers
                                  1055 West 7th Street, 20th Floor
                                  Los Angeles, CA 90017
                                  Attention: Richard G. Wallace
                                  Telephone: (213) 688-9088
                                  Facsimile: (213) 689-4467

                 If to Sumitomo:  Sumitomo Corp.
                                  1-2-2 Hitotsubashi, Chiyoda-ku
                                  Tokyo, 100-8601, Japan
                                  Telephone: 03-3217-7021
                                  Facsimile: 03-3217-7029

                 If to IIJ:       Internet Initiative Japan, Inc.
                                  Takebashi Yasuda Bldg.
                                  3-13 Kanda, Nishiki-cho, Chiyoda-ku
                                  Tokyo, 101, Japan
                                  Telephone:
                                  Facsimile:

Any party may change its address or telecopier number for notice purposes by
notice given to the other parties in accordance with this Section 7.2.

            7.3 Assignment. No party's rights, duties or responsibilities under
this Agreement may be assigned, delegated or otherwise transferred in any
manner, without the prior written consent of the other parties, except that no
such consent shall be required in connection with the assignment, delegation or
other transfer of any such rights, duties or responsibilities by a party to any
affiliate which directly or indirectly controls, is controlled by or is under
common control with such party, where such control is by more than 50% of the
relevant voting power provided that the assigning party unconditionally
guarantees to the other parties to this Agreement the due and punctual
performance by such affiliate of such party's obligations under this Agreement.

            7.4 Entire Agreement. This Agreement constitutes the entire contract
between the parties with respect to the subject matter covered by this
Agreement. This Agreement supersedes all previous representations, arrangements,
agreements and understandings, if any, by and among the parties with respect to
the subject matter covered by this Agreement. This Agreement may not be amended,
changed or modified except by a writing duly executed by the parties hereto.

            7.5 Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be unenforceable, invalid or void in any
respect, no other provision of


                                      C-9


this Agreement shall be affected thereby, all other provisions of this Agreement
shall nevertheless be carried into effect and the parties shall amend this
Agreement to modify the unenforceable, invalid or void provision to give effect
to the intentions of the parties to the extent possible in a manner which is
valid and enforceable.

            7.6 Specific Performance. Each party hereto may obtain specific
performance to enforce its rights hereunder and each party acknowledges that
failure to fulfill such party's obligation to the other parties hereto would
result in irreparable harm.

            7.7 Remedies and Waivers. All rights and remedies of the parties are
separate and cumulative, and no one of them, whether exercised or not, shall be
deemed to be to the exclusion of or to limit or prejudice any other rights or
remedies which the parties may have. The parties shall not be deemed to waive
any of their rights or remedies under this Agreement, unless such waiver is in
writing and signed by the party to be bound. No delay or omission on the part of
any party in exercising any right or remedy shall operate as a waiver of such
right or remedy or any other right or remedy. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right or remedy on any future
occasion.

            7.8 Arbitration. In the event any dispute arises among the parties,
or any of them, which cannot be amicably resolved, such dispute shall be
submitted to the International Chamber of Commerce for binding arbitration in
accordance with the commercial arbitration rules of the International Chamber of
Commerce as then in effect. The arbitration shall be conducted in the English
language, and, unless otherwise agreed by the parties to the dispute, shall be
held in Paris. Any arbitration award rendered in any such arbitration proceeding
may be entered in and enforced by any court of competent jurisdiction.

            7.9 Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws (other than that body of law relating
to conflicts of law) of Japan.

            7.10 Attorneys' Fees. In the event any action or proceeding is
initiated for any breach of or default in any of the terms or conditions of this
Agreement, then the party or parties in whose favor judgment shall be entered or
an arbitration award shall be made, shall be entitled to have and recover from
the other parties all costs and expenses (including attorneys' fees) incurred in
such action or proceeding and any appeal therefrom.

            7.11 Headings. The headings contained in this Agreement are for
convenience only and are not a part of this Agreement, and do not in any way
interpret, limit or amplify the scope, extent or intent of this Agreement, or
any of the provisions of this Agreement.

            7.12 Counterparts and Facsimile. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same agreement. Transmission of facsimile
copies of signed original signature pages of this Agreement shall have the same
effect as delivery of the signed originals.


                                      C-10


            7.13 Translation. For the convenience of the parties, one or more
Japanese translations of this Agreement may be prepared. Notwithstanding the
preparation or existence of any such Japanese translations, the English language
version of this Agreement shall be controlling.

            7.14 Third Party Beneficiary. The Company is a third party
beneficiary under this Agreement. Except as to the Company, this Agreement is
not intended to and does not confer any rights on any third party, and no third
party beneficiary under or in respect of this Agreement.

            7.15 Binding Effect. Subject to Section 7.3, this Agreement shall be
binding upon and shall inure to the benefit of the parties and their respective
successors and assigns.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                        LYCOS, INC.,
                        a corporation organized under the laws of Delaware, USA

                        By:
                             ---------------------------------------------
                        Its:
                             ---------------------------------------------

                        SUMITOMO CORP.,
                        a kabushiki kaisha organized under the laws of Japan

                        By:
                             ---------------------------------------------
                        Its:
                             ---------------------------------------------

                        INTERNET INITIATIVE JAPAN, INC.,
                        a kabushiki kaisha organized under the laws of Japan

                        By:
                             ---------------------------------------------
                        Its:
                             ---------------------------------------------


                                      C-11


                                    AGREEMENT

      THIS AGREEMENT is made as of June 29, 1998 by and among LYCOS, INC.
("Lycos"), a corporation organized under the laws of the State of Delaware,
United States of America, SUMITOMO CORP. ("Sumitomo Corp."), a kabushiki kaisha
organized under the laws of Japan, SUMISHO COMPUTER SYSTEMS CORP. ("SCS"), a
kabushiki kaisha organized under the laws of Japan, and INTERNET INITIATIVE
JAPAN, INC. ("IIJ"), a kabushiki kaisha organized under the laws of Japan.

                                    RECITALS

      A. Lycos, Sumitomo Corp. and IIJ are parties to a Shareholders Agreement
dated as of May 12, 1998 (the "Shareholders Agreement").

      B. Sumitomo Corp. owns in excess of 50% of the issued and outstanding
shares of SCS. Sumitomo Corp. has transferred to SCS 625 shares of Lycos Japan
K.K. Subsequent to such transfer, the issued and outstanding shares of Lycos
Japan K.K. are owned beneficially and of record as follows:

                  Shareholder            No. of Shares
                  -----------            -------------
                  [***]                  [***]
                  [***]                  [***]
                  [***]                  [***]
                  [***]                  [***]


      C. The parties hereto have entered into this Agreement in satisfaction of
the requirements of Section 3.8 of the Shareholder Agreement.

      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

      1. SCS hereby agrees to assume all of the obligations of Sumitomo Corp.
under the Shareholders Agreement with respect to the 625 shares of Lycos Japan
K.K transferred by Sumitomo Corp. to SCS, and to be bound by all of the
provisions of the Shareholders Agreement with respect to such shares.

      2. SCS shall be included in the term "Shareholders" or "parties" for all
purposes under the Shareholders Agreement, except that the term "Shareholders"
as used in Recital A of the Shareholders Agreement (which is a reference to the
parties to the Joint Venture Agreement dated as of March 5, 1998 by and among
Lycos, Sumitomo Corp. and IIJ) shall not include SCS.

      3. As used in the Shareholders Agreement, the term "Sumitomo" shall apply
exclusively to Sumitomo Corp., except that the reference to "Sumitomo" in
Section 4.1(ii) shall be deemed a reference to Sumitomo Corp. and SCS as that
clause relates to their respective obligations.


*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



      4. For notice purposes under Section 7.2 of the Shareholders Agreement,
communications to SCS shall be addressed as follows:

                     SUMISHO Computer Systems Corp.
                     10-14 Ryogoku, 2-chome
                     Sumida-ku, Tokyo, Japan
                     Telephone:
                                 -----------------------
                     Facsimile:
                                 -----------------------

      5. The Shareholders Agreement shall continue in full force and effect
without amendment or modification except as otherwise expressly amended or
modified by this Agreement.

      6. This Agreement constitutes the entire contract among the parties with
respect to the subject matter hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                      LYCOS, INC.,
                      a corporation organized under the laws of Delaware, USA

                      By:  /s/ Edward M. Philip
                           ---------------------------------------------

                      Its: COO
                           ---------------------------------------------


                      SUMITOMO CORP., 
                      a kabushiki kaisha organized under the laws of Japan

                      By:  /s/ Isao Momota
                           ---------------------------------------------
                           Isao Momota

                      Its: General Manager, Information & ---------------------------------------------
                           Telecommunications Business Dept. No.2


                      SUMISHO COMPUTER SYSTEMS CORP.,
                      a kabushiki kaisha organized under the laws of Japan

                      By:  /s / Masamichi Umezumi
                           ---------------------------------------------
                           Masamichi Umezumi

                      Its: Director, Package Integration Dev.
                           ---------------------------------------------


                      INTERNET INITIATIVE JAPAN, INC.,
                      a kabushiki kaisha organized under the laws of Japan

                      By:  /s/ Koichi Suzuki
                           ---------------------------------------------

                      Its: Koichi Suzuki, President CEO
                           ---------------------------------------------

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