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Search Services Agreement - Overture Services Inc. and Yahoo! Inc.


This Second Addendum (the "Second Addendum") is effective as of January 13, 2003
(the "Second Addendum Effective Date") and entered into by and between Overture
Services, Inc. ("Overture"), a Delaware corporation with offices at 74 Pasadena
Avenue, 3d Floor, Pasadena, CA 91103, and Yahoo! Inc. ("Yahoo"), a Delaware
corporation with offices at 701 Second Avenue, Sunnyvale, CA 94089, in
connection with the Overture Search Services Agreement effective as of May 1,
2002 and entered into by and between Overture and Yahoo, as amended by the First
Addendum to Overture Search Services Agreement effective as of October 1, 2002
(collectively referred to as the "Agreement").


         WHEREAS, the Agreement provides for, among other things, the delivery
by Overture and the display by Yahoo of sponsored search results in response to
search queries conducted through Yahoo's principal, U.S. targeted directory to
the World Wide Web.

         WHEREAS, the parties agree to delete and modify certain exhibits, as
further described herein.

          NOW, THEREFORE, in consideration of the mutual promises and conditions
contained herein, and for good and valuable consideration, the parties agree as


1.       Capitalized terms not defined herein have the meanings set forth in the

2.       The parties acknowledge and agree that Schedule 8.4 as filed with the
         Securities and Exchange Commission is hereby deleted in its entirety.

3.       Exhibit F is deleted and replaced with the attached Amended Exhibit F,
         and all references in the Agreement to Exhibit F shall be to the
         Amended Exhibit F.

4.       Incorporation of Certain Provisions of the Agreement by Reference. Each
         party's performance hereunder will be subject to the provisions of
         Sections 12-14 and 16 of the Agreement, and those provisions are
         incorporated herein by reference. For clarity, one party's liability to
         the other party under this Second Addendum will be subject to the same
         liability caps set forth in Section 14 of the Agreement (i.e., this
         Second Addendum does not give rise to separate and distinct liability
         caps in the amounts set forth in Section 14 of the Agreement).

IN WITNESS WHEREOF, the parties have caused this Second Addendum to be executed
by their duly authorized representatives as of the Second Addendum Effective

YAHOO! INC.                                   OVERTURE SERVICES, INC.

By:     /s/ Jeff Weiner                       By: /s/ William Demas
        ------------------------------            ------------------------------
Name:   Jeff Weiner                           Name:   Bill Demas
Title:  Senior Vice President,                Title:  Senior Vice President
        Search and Marketplace                        & General Manager,
                                                      Affiliate Business Group

EXECUTION                                                           CONFIDENTIAL


                                                                     Page 2 of 2
                                AMENDED EXHIBIT F

                                OVERTURE REPORTS


         -        Yahoo average CPC

         -        Published site wide CPC (delivered in the report following
                  Overture's quarterly announcement of this number)

         -        Yahoo Search Queries asked of Overture (number)

         -        Total Actual Clicks delivered from Yahoo (number)

         -        [*]

For each unique source of Yahoo Search Queries (e.g., "next" Yahoo Search
Results Pages) that Yahoo "tags" pursuant to Section 8.4(a), Overture will
provide the following reports:

         -        Average CPC for that source

         -        Yahoo Search Queries asked of Overture from each source

         -        Total Actual Clicks delivered from Yahoo from each source

         -        [*]

         -        Total Gross revenue earned by Yahoo from each source

         -        All of the above in a cumulative manner annually and over the
                  Term (totals/averages across the term, as distinct from the
                  applicable Quarter)

If Overture detects [*] Yahoo Search Queries and Impressions as a result of the
[*] information provided by Yahoo pursuant to Section 3(a) below, then Overture
will provide, upon Yahoo's request, the following information by source for the
period specified in the request:

         -        [*]

         (a)      Yahoo will provide Overture with [*] information [*] in a data
                  field at the time-of-search to enable Overture to develop its
                  own reasonable estimates ("Estimates") of searches performed
                  by [*] as a percentage of Yahoo Search Queries and Impressions
                  pursuant to Section 8.4(e).

         (b)      Overture is permitted to use the information provided by Yahoo
                  pursuant to this Exhibit (the "Yahoo Information") and the
                  Estimates solely to evaluate [*] being sent pursuant to this
                  Agreement. As part of such evaluation, Overture may perform
                  testing that utilizes the Yahoo Information to improve its
                  Estimates [*] Any other use of the information or Estimates by
                  Overture is explicitly prohibited.

         (c)      All information disclosed under this Exhibit F will be deemed
                  "Confidential Information" and will be subject to the
                  restrictions set forth in Section 12 of the Agreement.

         (d)      The parties agree to discuss additional opportunities to
                  exchange information that will mutually benefit the parties
                  with regard to the administration of this Agreement.

                            [Remainder of Page Blank]

EXECUTION                                                           CONFIDENTIAL

*   Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


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