<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-Q


(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                     For the quarterly period ended June 30, 1996

[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
    Exchange Act of 1934

                    For the transition period from _____ to _____

                            Commission File Number 0-28018

                                     YAHOO! INC.
                (Exact name of Registrant as specified in its charter)


         California                                      77-0398689
  -----------------------------------            -----------------------------
    (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)



                              3400 Central Expressway
                      Suite 201, Santa Clara, California 95051
                  --------------------------------------------------
                       (Address of principal executive offices)

                                    (408) 731-3300
                                 -------------------
                             (Issuer's telephone number)


    Check whether the issuer (1) has filed all reports required by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days:
YES [X ]    NO [ ]

    There were 26,262,014 shares of the issuer's Common Stock outstanding as of
August 12, 1996.


                               Page 1 of 15 Total Pages
                               Exhibit Index at Page 15




<PAGE>


                                     YAHOO! INC.

                                        INDEX


PART I.       FINANCIAL INFORMATION                                  PAGE NO.


Item 1.       Financial Statements (Unaudited)

              Condensed Balance Sheets
                 June 30, 1996 and December 31, 1995 . . . . . . . .    3

              Condensed Statements of Operations
                 Three months ended June 30, 1996 and 1995;
                 Six months ended June 30, 1996 and 1995 . . . . . .    4

              Condensed Statements of Cash Flows
                 Six months ended June 30, 1996 and 1995 . . . . . .    5

              Notes to Condensed Financial Statements. . . . . . . .    6


Item 2.       Management's Discussion and Analysis
                 of Financial Condition and Results of Operations. .    8


PART II.      OTHER INFORMATION


Item 1.       Legal Proceedings. . . . . . . . . . . . . . . . . . .   13


Item 2.       Changes in Securities. . . . . . . . . . . . . . . . .   13


Item 3.       Defaults Upon Senior Securities. . . . . . . . . . . .   13


Item 4.       Submission of Matters to a Vote of Security Holders. .   13



Item 5.       Other Information. . . . . . . . . . . . . . . . . . .   13


Item 6.       Exhibits and Reports on Form 8-K . . . . . . . . . . .   13

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14


                                          2


<PAGE>


Item 1.  Financial Statements        YAHOO! INC.
                               Condensed Balance Sheets


                                           June 30, 1996      December 31, 1995
                                         ---------------      -----------------
ASSETS                                      (Unaudited)
Current assets:
  Cash and cash equivalents                 $62,954,000             $5,297,000
  Short-term investments                     24,252,000                     --
  Accounts receivable, net                    1,999,000                815,000
  Prepaid expenses                              910,000                     --
                                         --------------       ----------------
           Total current assets              90,115,000              6,112,000

Long-term investments                        14,974,000                     --
Property and equipment, net                     679,000                186,000
                                         --------------       ----------------
                                           $105,768,000             $6,298,000
                                         --------------       ----------------
                                         --------------       ----------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                             $437,000                $20,000
  Accrued expenses and other current
    liabilities                               1,869,000                491,000
  Deferred revenue                              401,000                174,000
  Due to related party                           33,000                 35,000
  Current portion of lease obligations               --                 31,000
                                         --------------       ----------------
           Total current liabilities          2,740,000                751,000
                                         --------------       ----------------
Lease obligations                                    --                 97,000

Shareholders' equity:
  Series A Convertible Preferred Stock               --                  5,000
  Series B Convertible Preferred Stock               --                  3,000
  Common Stock                                   99,000                     --
  Additional paid-in capital                104,848,000              6,076,000
  Accumulated deficit                        (1,919,000)              (634,000)
                                         --------------       ----------------
           Total shareholders' equity       103,028,000              5,450,000
                                         --------------       ----------------
                                           $105,768,000             $6,298,000
                                         --------------       ----------------
                                         --------------       ----------------


The accompanying notes are an integral part of these financial statements.


                                          3


<PAGE>


                                     YAHOO! INC.
                          Condensed Statements of Operations
                                     (Unaudited)



                                Three Months Ended        Six Months Ended
                           -----------------------     -----------------------
                              June 30,     June 30,      June 30,     June 30,
                                1996       1995 (a)        1996       1995 (a)
                          -----------   ----------     ----------   ----------
Net revenues               $3,274,000         $ --     $5,007,000         $ --
Cost of revenues              520,000       26,000        687,000       26,000
                          -----------   ----------     ----------   ----------
      Gross profit (loss)   2,754,000      (26,000)     4,320,000      (26,000)
                          -----------   ----------     ----------   ----------


Operating expenses:
  Sales and marketing       3,290,000       60,000      4,150,000       60,000
  Product development       1,037,000       18,000      1,367,000       18,000
  General and
    administrative            762,000      262,000      1,249,000      262,000
                          -----------   ----------     ----------   ----------
      Total operating
       expenses             5,089,000      340,000      6,766,000      340,000
                          -----------   ----------     ----------   ----------

Loss from operations       (2,335,000)    (366,000)    (2,446,000)    (366,000)
Investment income, net        969,000       11,000      1,161,000       11,000
                          -----------   ----------     ----------   ----------


Net loss                  ($1,366,000)   ($355,000)   ($1,285,000)   ($355,000)
                          -----------   ----------     ----------   ----------
                          -----------   ----------     ----------   ----------

Net loss per share             ($0.05)      ($0.02)        ($0.06)      ($0.02)
                          -----------   ----------     ----------   ----------
                          -----------   ----------     ----------   ----------

Weighted average common
   shares and common
   equivalent shares       26,456,000   22,541,000     22,887,000   22,541,000



(a) Includes the Company's results from March 5, 1995 (inception) through June
30, 1995.




      The accompanying notes are an integral part of these financial statements.


                                          4


<PAGE>

                                     YAHOO! INC.
                          Condensed Statement of Cash Flows
                                     (Unaudited)



                                                          Six Months Ended
                                                      ------------------------
                                                        June 30,      June 30,
                                                      -----------   ----------
                                                          1996        1995 (a)
                                                      -----------   ----------
Cash flows from operating activities:
  Net loss                                            ($1,285,000)   ($355,000)
  Adjustment to reconcile net loss to net cash
    used for operating activities:
      Depreciation and other noncash charges              257,000       78,000
      Changes in assets and liabilities:
        Accounts receivable, net                       (1,184,000)          --
        Prepaid expenses                                 (910,000)          --
        Accounts payable and accrued liabilities        1,686,000       22,000
        Deferred revenue                                  227,000           --
                                                      -----------   ----------
           Net cash used by operating activities       (1,209,000)    (255,000)
                                                      -----------   ----------

Cash flows used for investing activities:
  Acquisition of property and equipment, net             (643,000)     (68,000)
  Purchase of investments, net                        (39,226,000)          --
                                                      -----------   ----------
           Net cash used by investing activities      (39,869,000)     (68,000)
                                                      -----------   ----------

Cash flows from financing activities:
  Proceeds form issuance of stock, net                 98,863,000    1,003,000
  Repayment of lease obligations                         (128,000)          --
                                                      -----------   ----------
           Net cash provided by financing activities   98,735,000    1,003,000
                                                      -----------   ----------


Net change in cash and cash equivalents                57,657,000      680,000
Cash and cash equivalents at beginning of period        5,297,000           --
                                                      -----------   ----------

Cash and cash equivalents at end of period            $62,954,000     $680,000
                                                      -----------   ----------
                                                      -----------   ----------


(a)  Includes the Company's results from March 5, 1995 (inception) through June
     30, 1995.


      The accompanying notes are an integral part of these financial statements.


                                          5


<PAGE>

                                     YAHOO! INC.


                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                     (UNAUDITED)


NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION:


     Yahoo! Inc. (the "Company") develops and maintains YAHOO!, a branded 
Internet navigational service that is among the most widely used guides for 
information and discovery on the World Wide Web.  The Company was 
incorporated in California on March 5, 1995 and commenced operation on that 
date. The accompanying unaudited condensed consolidated financial statements 
reflect all adjustments which, in the opinion of management, are necessary 
for a fair presentation of the results for the periods shown.  The results of 
operations for such periods are not necessarily indicative of the results 
expected for the full fiscal year or for any future period. These financial 
statements should be read in conjunction with the financial statements and 
related notes included in the Company's Registration Statement on Form SB-2 
(No. 333-2142-LA), including the related Prospectus dated April 12, 1996 (the 
"Registration Statement").  Certain prior period balances have been 
reclassified to conform with current period presentation.

NOTE 2 - INVESTMENTS:

     The Company invests certain of its excess cash in debt instruments of the
U.S. Government, its agencies, and of high quality corporate issuers.  All
highly liquid instruments with an original maturity of three months or less are
considered cash equivalents; those with original maturities greater than three
months are considered short-term investments and those with maturities greater
than twelve months from the balance sheet date are considered long-term
investments.  The Company has adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" (FAS 115) and, accordingly, classifies investment securities as
held-to-maturity, trading or available-for-sale.


At June 30, 1996, short-term and long-term investments consists primarily of
corporate debt securities and debt instruments of the U.S. Government and U.S.
Government agencies and were classified as available-for-sale.  At December 31,
1995, the Company did not hold any short-term investments.  Unrealized holding
gains at June 30, 1996 were not significant.


                                          6


<PAGE>


                                     YAHOO! INC.


                 NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                     (UNAUDITED)


NOTE 3 - SHAREHOLDERS' EQUITY:

     On April 12, 1996, the Company completed its initial public offering of
2,990,000 shares of its Common Stock.  Net proceeds to the Company aggregated
approximately $35,000,000.  As of the closing date of the offering, all of the
Convertible Preferred Stock and Mandatorily Redeemable Convertible Preferred
Stock outstanding was converted into an aggregate of 12,850,072 shares of Common
Stock.


NOTE 4 - PER SHARE AMOUNTS:

     Net loss per share is computed using the weighted average number of common
shares outstanding during the period. Pursuant to the Securities and Exchange
Commission Staff Accounting Bulletins and Staff Policy, such computations for
periods ending prior to the Company's initial public offering include all common
and common equivalent shares issued during the twelve months prior to the
Initial Public Offering using the treasury stock method. Common equivalent
shares consist of the incremental common shares issuable upon conversion of the
convertible preferred stock (using the if-converted method) and shares issuable
upon the exercise of stock options (using the treasury stock method).


                                          7


<PAGE>



I
TEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
DISCUSSED IN THIS DOCUMENT ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN
RISKS AND UNCERTAINTIES, INCLUDING THE RISKS AND UNCERTAINTIES DISCUSSED BELOW,
AS WELL AS THE OTHER RISKS SET FORTH IN THE "RISK FACTORS" SECTION INCLUDED IN
THE REGISTRATION STATEMENT.

OVERVIEW

     Yahoo! offers a branded Internet navigational service that is among the
most widely used guides to information and discovery on the World Wide Web (the
"Web"). From March 5, 1995 (Inception) to June 30, 1996, the Company's operating
activities related primarily to recruiting personnel, raising capital,
purchasing operating assets, performing product development and investing in
sales and marketing programs.  The Company commenced selling advertisements on
its Web pages and recognized its initial revenues in August 1995.

     The Company derives substantially all of its revenues from the sale of
advertisements.  Advertising revenues are recognized in the period in which the
advertisement is displayed, provided that no significant Company obligations
remain and collection of the resulting receivable is probable.  Company
obligations typically include guarantees of minimum number of "impressions," or
times that any advertisement appears in page views downloaded by users of
YAHOO!.  To the extent minimum guaranteed impressions are not met, the Company
defers recognition of the corresponding revenues until guaranteed impression
levels are achieved.  Deferred revenue is comprised of billings in excess of
recognized revenue relating to advertising contracts. The Company's revenues are
derived principally from the sale of advertisements on short-term contracts.
The Company's standard rates for advertising currently range from $0.02 to $0.06
per impression.  To date, the duration of the Company's advertising commitments
has ranged from one week to one year.

     The Company has an extremely limited operating history, and its 
prospects are subject to the risks, expenses and difficulties frequently 
encountered by companies in the new and rapidly evolving markets for Internet 
products and services.  To address these risks, the Company must, among other 
things, continue to respond to competitive developments, attract, retain and 
motivate qualified personnel, implement and successfully execute its 
advertising sales strategy, develop and market additional media properties, 
upgrade its technologies and commercialize products and services 
incorporating such technologies.  There can be no assurance that the Company 
will be successful in addressing such risks.  As of June 30, 1996, the 
Company had an accumulated deficit of $1,919,000.  Although the Company has 
experienced revenue growth in recent periods, there can be no assurance that 
revenues of the Company will continue to increase or continue at their 
current level.  The extremely limited operating history of the Company makes 
the prediction of future results of operations difficult or impossible and, 
therefore, the recent revenue growth experienced by the Company should not be 
taken as indicative of the rate of revenue growth, if any, that can be 
expected in the

                                          8


<PAGE>

future.  The Company believes that period to period comparisons of its operating
results are not meaningful and the results for any period should not be relied
upon as an indication of future performance. The Company currently expects to
significantly increase its operating expenses to expand its sales and marketing
operations, to fund greater levels of product development and to develop and
commercialize additional media properties.  In addition, in March 1996, the
Company entered into an agreement with Netscape Communications Corporation
(Netscape) whereby it has been designated as one of five "Premier Providers."
Under the terms of this agreement, the Company will be required to make payments
of up to $5 million over the course of the one year term of this agreement,
which commenced in mid-April 1996.  In the future, other leading Web sites,
browser providers and other distribution channels may also require payments or
other consideration in return for listing YAHOO! or other online properties of
the Company.  As a result of these factors, the Company expects to continue to
incur significant losses on a quarterly and annual basis for the foreseeable
future.

     As a result of the Company's extremely limited operating history, the
Company does not have historical financial data for any significant period of
time on which to base planned operating expenses.  The Company's expense levels
are based in part on its expectations concerning future revenue and to a large
extent are fixed.  Quarterly revenues and operating results depend substantially
upon the advertising revenues received within the quarter, which are difficult
to forecast accurately.  Accordingly, the cancellation or deferral of a small
number of advertising contracts could have a material adverse effect on the
Company's business, results of operations or financial condition.  The Company
may be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall, and any significant shortfall in revenue in
relation to the Company's expectations would have an immediate adverse effect on
the Company's business, results of operations and financial condition.  In
addition, the Company plans to significantly increase its operating expenses to
expand its sales and marketing operations, to fund greater levels of product
development and to develop and commercialize additional media properties.  To
the extent that such expenses precede or are not subsequently followed by
increased revenues, the Company's business, results of operations and financial
condition will be materially and adversely affected.

     The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control.  These factors include the level of usage of the Internet, demand for
Internet advertising, seasonal trends in both Internet usage and advertising
placements, the advertising budgeting cycles of individual advertisers, the
amount and timing of capital expenditures and other costs relating to the
expansion of the Company's operations, the introduction of new products or
services by the Company or its competitors, pricing changes in the industry,
technical difficulties with respect to the use of YAHOO! or other media
properties developed by the Company, general economic conditions and economic
conditions specific to the Internet and online media.  As a strategic response
to changes in the competitive environment, the Company may from time to time
make certain pricing, service or marketing decisions or acquisitions that could
have a material adverse effect on the Company's business, results of operations
and financial condition.  The Company also expects that, in the future, it will
experience seasonality in its business, with advertising impressions (and
therefore revenues) being somewhat lower during the summer and year-


                                          9


<PAGE>

end vacation and holiday periods, when usage of the web and the Companies 
services may be expected to decline.  Due to all of the foregoing factors, in 
some future quarter the Company's operating results may fall below the 
expectations of securities analysts and investors.  In such event, the 
trading price of the Company's Common Stock would likely be materially and 
adversely affected.

     Because the Company was engaged primarily in product development during
each of the quarter ended June 30, 1995 and the period from inception (March 5,
1995) to June 30, 1995, and did not recognize any revenues during either such
periods, and because of the significant growth in operating expenses from such
periods in 1995 as compared to the same periods of 1996, the Company believes
that a comparison of operating results for the three months ended June 30, 1995
and the period from inception (March 5, 1995) to June 30, 1995 versus the three
months ended June 30, 1996 and the six months ended June 30, 1996, respectively,
is not meaningful.

RESULTS OF OPERATIONS

   NET REVENUES

     Net revenues were $3,274,000 for the quarter ended June 30, 1996.  The 
revenue increase of 89% from the first quarter ended March 31, 1996 was due 
primarily to an increase in the number of advertisers, from 112 in the 
quarter ended March 31, 1996 to 230 in the quarter ended June 30, 1996.  
Many of the Company's customers purchase advertisements on a short-term 
basis.  There can be no assurance that customers will continue to purchase 
advertising on the Company's Web pages. During the quarter ended June 30, 
1996, SOFTBANK Group indicated its intention to purchase directly or through 
SOFTBANK affiliates (including companies in which SOFTBANK has invested) 
$2,000,000 of advertising space for the period ending December 31, 1996. The 
Company cannot predict the timing or amount of advertising that SOFTBANK or 
its affiliates will purchase under this arrangement. As of June 30, 1996, 
SOFTBANK and its affiliates had not purchased any advertisements in 
connection with the above.

   COST OF REVENUES

     Cost of revenues consists of the expenses associated with the production 
and usage of the Company's online navigational guides.  These costs primarily 
consist of fees paid to third parties for content included in the guides, 
Internet connection charges, compensation and equipment depreciation.  Cost 
of revenues were $520,000 for the quarter ended June 30, 1996; or 16% of net 
revenues.  The Company's $353,000 increase in cost of revenues from the 
quarter ended March 31, 1996, was primarily attributable to increases in the 
quantity and quality of content available on the Company's online 
navigational guide YAHOO! and other Internet navigational services, and 
increased usage of YAHOO! and the Company's other Internet navigational 
services. As measured in page views (defined as electronic page displays), 
the Company delivered an average of approximately nine million page views per 
day in June 1996, compared with an average of approximately six million page 
views per day in March of 1996. The Company anticipates that its content and 
Internet connection expenses as a percentage of revenue will continue to 
increase for the foreseeable future, resulting in lower gross margins.

   OPERATING EXPENSES

     The Company's operating expenses have increased significantly since the
Company's inception.  This trend reflects the costs associated with the
formation of the Company, the development of infrastructure and increased
efforts to commercialize the Company's products and services.  The Company
believes that continued expansion of its operations is essential to enhance and
extend the YAHOO! main site, establish branded properties in targeted markets
and expand the Company's user and advertising base.  As a

                                          10


<PAGE>

consequence, the Company intends to continue to increase expenditures in all
operating areas.

   SALES AND MARKETING

     Sales and marketing expenses consist primarily of third party sales
commissions, compensation, advertising commissions, Netscape Preferred Provider
costs, television advertising, public relations, travel and costs of promotional
materials.  Sales and marketing expenses were $3,290,000 for the quarter ended
June 30, 1996, or 100% of net revenue.  The 283% increase in sales and marketing
expenses from the quarter ended March 31, 1996 was primarily attributable to
increased expenses associated with television ad campaigns, expanding the
Company's advertising sales and product management staffs,  Netscape Premier
Provider (which commenced in mid-April 1996) costs of $1,042,000, and increased
commissions as a result of the $1,541,000 increase in net revenues in this
period.  The Company anticipates that sales and marketing expenses will increase
in future periods as it continues to pursue an aggressive brand building 
strategy.

   PRODUCT DEVELOPMENT

     Product development expenses consist primarily of employee compensation to
support new product development.  Product development expenses were $1,037,000
for the quarter ended June 30, 1996, or 32% of net revenue.  The $707,000
increase in product development expenses from the quarter ended March 31, 1996
was primarily attributable to increased staffing and associated costs relating
to enhancing the features and functionality of YAHOO! and other Internet
navigational services.  To date, all product development costs have been
expensed as incurred.  The Company believes that significant investments in
product development are required to remain competitive.  As a consequence, the
Company intends to incur increased product development expenditures in future
periods.

   GENERAL AND ADMINISTRATIVE

     General and administrative expenses consist primarily of compensation and
fees for professional services.  General and administrative expenses were
$762,000 for the quarter ended June 30, 1996, or 23% of net revenues.  The
$275,000 increase in general and administrative expenses from the quarter ended
March 31, 1996 was primarily attributable to increased staffing and fees for
professional services.  The Company intends to increase the absolute dollar
level of general and administrative expenses in future periods.

   INVESTMENT INCOME, NET

     Investment income, net of investment expense was $969,000 for the quarter
ended June 30, 1996.  The $777,000 increase in interest income, net of interest
expense, from the quarter ended March 31, 1996 was primarily attributable to the
increase in funds available for investment as a result of the sale of equity
securities.


                                          11


<PAGE>

   INCOME TAXES

     No provision for federal and state income taxes has been recorded at June
30, 1996, as the Company expects to incur net losses for the foreseeable future.
Under the Tax Reform Act of 1986, the amounts of and the benefits from net
operating losses may be impaired in certain circumstances.  Events which may
cause such limitations in the amount of net operating losses that the Company
may utilize in any one year include, but are not limited to, a cumulative
ownership change of more than 50% over a three year period.  At June 30, 1996,
the effect of such limitation, if imposed, is not expected to be material.  The
Company has provided a full valuation allowance on deferred tax assets because
of the uncertainty regarding realizability.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 1996, the Company had $62,954,000 in cash and cash equivalents,
$24,252,000 in short-term investments and $14,974,000 in long-term investments.
The Company has primarily financed its operations through the sale of equity
securities.

     The Company currently has no material commitments other than those under
the operating leases.  The Company anticipates a substantial increase in its
capital expenditures and operating lease arrangements in 1996 consistent with
its anticipated growth.  The Company anticipates that capital expenditures in
the year ending December 31, 1996 will be approximately $3,000,000, primarily
for additions to the Company's networking and computer infrastructure, leasehold
improvements and furniture.  The Company anticipates payments to Netscape
through March 31, 1997 of up to $5,000,000 and payments under the terms of an
agreement with VISA International of up to $1,650,000 in connection with the
development of a web navigational service to be focused on information and
resources relating to the purchase of consumer products and services over the
Internet.  The Company believes that current cash balances and short-term
investments will be sufficient to fund its working capital and capital
expenditures requirements for at least the next twelve months.  Thereafter, the
Company may sell additional equity or debt securities or obtain credit
facilities.  The sale of additional equity or convertible debt securities will
result in additional dilution to the Company's shareholders.


                                          12


<PAGE>



 
                            PART II - OTHER INFORMATION



ITEM 1.   LEGAL PROCEEDINGS

     From time to time the Company has been, and expects to continue to be,
subject to legal proceedings and claims in the ordinary course of its business,
including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties by the Company and its licensees.
Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources.  The Company is not currently
aware of any legal proceedings or claims that the Company believes will have,
individually or in the aggregate, a material adverse effect on the Company's
financial position or results of operations.


ITEM 2.   CHANGES IN SECURITIES

     None.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


ITEM 5.   OTHER INFORMATION

     None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     a.   The exhibit listed in the accompanying Index to Exhibits are filed as
     part of the Form 10-Q.

     b.   No reports on Form 8-K were filed by the Company during the period
     covered by this Report on Form 10-Q.


                                          13


<PAGE>


     In accordance with the requirements of the Exchange Act, the registrant has
     caused this report to be signed on its behalf by the undersigned, thereunto
     duly authorized.


                                        YAHOO! INC.



     DATED: AUGUST 13, 1996               BY:  /S/  GARY VALENZUELA
                                             --------------------------------
                                             SENIOR VICE PRESIDENT, FINANCE AND
                                             ADMINISTRATION, AND CHIEF FINANCIAL
                                             OFFICER.
                                             (PRINCIPAL FINANCIAL OFFICER)


     DATED: AUGUST 13,1996                BY: /s/ JAMES J. NELSON
                                             --------------------------------
                                             CORPORATE CONTROLLER
                                             (PRINCIPAL ACCOUNTING OFFICER)

                                          14


<PAGE>

                                     YAHOO! INC.

                                  INDEX TO EXHIBITS


                                                                         EXHIBIT
TITLE                                                                        NO.
- - -----                                                                    -------

Value-Added Link Agreement,. . . . . . . . . . . . . . . . . . . . . . . . .10.1
date July 3, 1996 by and between
Yahoo! Inc. and Digital Equipment
Corporation

Joint Venture Agreement, dated . . . . . . . . . . . . . . . . . . . . . . .10.2
April 1, 1996, by and between
Yahoo! Inc. and SOFTBANK Corporation

Yahoo! Japan License Agreement,. . . . . . . . . . . . . . . . . . . . . . .10.3
dated April 1, 1996, by and between
Yahoo! Inc. and Yahoo! Japan
Corporation

Softbank Letter Agreement, . . . . . . . . . . . . . . . . . . . . . . . . .10.4
dated April 1, 1996 by and between 
Yahoo! Inc. and SOFTBANK Group

Computation of Net Loss Per Share. . . . . . . . . . . . . . . . . . . . . . .11

Financial Data Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . .27


                                          15






<PAGE>

                               VALUE-ADDED LINK AGREEMENT


THIS VALUE-ADDED LINK AGREEMENT (this "AGREEMENT") is entered into as of the 3rd
day of July, 1996 (the "EFFECTIVE DATE") by and between:

    (i)  DIGITAL EQUIPMENT CORPORATION, a Massachusetts corporation
         ("DIGITAL"), with principal offices at 30 Porter Road, Littleton,
         Massachusetts 01460; and

    (ii) YAHOO! INC., a California corporation ("YAHOO!"), with executive
         offices at 635 Vaqueros Avenue, Sunnyvale, California 94086;

with reference to the following:


                                       RECITALS

The following provisions form the basis for, and are hereby made a part of, this
Agreement:

    A.   Yahoo! has developed and operates a branded Internet navigational
         service, currently located at http://www.yahoo.com, that includes a
         content-based directory structure and an integrated search engine  (
         the "Yahoo! Principal Site)  as well as other World Wide Web
         properties, such as Yahooligans! (an Internet navigational guide for
         children), Yahoo! San Francisco,  and localized versions of  Yahoo!'s
         Principal Site .

    B.   Digital has developed and operates the AltaVista-TM- full-text World
         Wide Web search engine and the AltaVista-TM- index, which can
         currently be accessed through http://www.altavista.digital.com
         ("ALTAVISTA").

    C.   Yahoo! desires to incorporate and feature
 AltaVista as the preferred
         search engine for the Yahoo! Principal Site, Yahooligans! and Yahoo!
         San Francisco  and other mutually agreed upon Yahoo! properties.
         Yahoo! and Digital desire to establish a "Value-Added Link" between
         AltaVista and such Yahoo! properties that will enable a Yahoo! visitor
         to conduct World Wide Web searches through AltaVista while remaining
         on the Yahoo! property.

    D.   This Agreement sets forth all of the terms and conditions relating to
         the establishment, structure and operation of such a Value-Added Link.


                                      AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties do hereby agree as follows:

    DEFINITIONS; RULES OF CONSTRUCTION.

         DEFINITIONS.  For purposes of this Agreement, in addition to the terms
defined elsewhere in this Agreement, the following terms shall have the meanings
ascribed to them below:



                                          1

                                     CONFIDENTIAL

<PAGE>

              "ALTAVISTA INDEX" means the World Wide Web full-text index
    compiled by Digital using the AltaVista Search Engine,  as the same is
    updated from time to time by the AltaVista Search Engine and maintained on
    Digital servers.

              "CPM" means, with respect to advertisements, the cost per
    thousand impressions.

              "DERIVATIVE WORK" means, with respect to a software program or
    any related Documentation, any modification or enhancement thereof
    including, without limitation, all "derivative works" and "compilations,"
    within the meaning of such terms as defined in the Copyright Act of 1976
    (17 U.S.C. Section 101 ET SEQ.), as amended.

              "ENTITY" means a natural person, corporation, limited liability
    company, association, partnership, trust, estate, joint venture or other
    entity, whether or not incorporated, or a government or any department or
    agency thereof, as appropriate in the context.

              "INTELLECTUAL PROPERTY RIGHTS" means trade secrets, patents,
    copyrights, trademarks, trade dress,  know-how and similar rights of any
    type under the laws of any governmental authority including, without
    limitation, all applications and registrations relating to any of the
    foregoing.

              "INTERFACE SPECIFICATIONS" means the detailed specifications set
    forth in EXHIBIT "A" that when implemented will enable the Value-Added Link
    (as defined below).

              "NETWORK AFFILIATE" means an entity which maintains a copy of the
    AltaVista Index under license from Digital on a World Wide Web server
    operated by such entity, and provides the public with the means to query
    the AltaVista Index, and which would use the AltaVista brand (including its
    trademarks and logos) and meet Digital's quality assurance standards.

              "OBJECT CODE" means the computer executable binary code derived
    from compiled Source Code for execution on a computer hardware system.

              "RESULTS PAGE" means each page on a Yahoo! Property that contains
    search responses, if any, to an AltaVista search query.

              "SEARCH ENGINE" means a program that crawls and indexes the text
    of the World Wide Web and/or Usenet newsgroups and which index can be
    queried using Boolean logic or similar query methods.  The term "crawls",
    as used herein, shall have the meaning set forth in Section 1.1(n).

         "SOURCE CODE" means a presentation of a computer program, regardless
    of the form in which it is stored, from which it is possible to discern the
    logic, algorithms, internal structure, operating features and any other
    design characteristic of such computer program, together with related
    source materials.

         "USER" means a person who accesses a Yahoo! Property.

         "VALUE-ADDED LINK" OR "VAL" shall operate as described in Section 2.1.


                                          2

                                     CONFIDENTAL

<PAGE>

         (n)  "WEB CRAWLER" means a program that follows URL pointers, which
    utilize the hypertext transfer protocol (http), from one web page to
    another in order to access these pages.

         (o)  "WORLD WIDE WEB" or "WWW" means the Internet-based distributed
    information service that utilizes the hpertext transfer protocol (http) or
    any successor protocol.

         (p)  "YAHOO! PROPERTIES means the Yahoo! Principal Site currently
    located at http://www.yahoo.com  and any successor property, Yahooligans!
    and any successor property, Yahoo! San Francisco and any successor property
    and all other mutually agreed upon World Wide Web properties, so long as
    such properties are owned, controlled, and operated by Yahoo!, that are
    accessible over the World Wide Web by a user.

         RULES OF CONSTRUCTION.  As used in this Agreement, neutral pronouns
and any variations thereof shall be deemed to include the feminine and masculine
and all terms used in the singular shall be deemed to include the plural, and
vice versa, as the context may require.  The words "PARTY" or "PARTIES" when
used herein refer, respectively, to a party and to both of the parties to this
Agreement.  The words "HEREOF," "HEREIN," "HEREUNDER" and other words of similar
import refer to this Agreement as a whole, including any exhibits hereto, as the
same may from time to time be amended or supplemented and not to any subdivision
contained in this Agreement.  The word "INCLUDING" when used herein is not
intended to be exclusive and in all cases means "INCLUDING WITHOUT LIMITATION."
References herein to section, subsection, attachment or exhibit shall refer to
the appropriate section, subsection, attachment or exhibit in or to this
Agreement.  The descriptive headings of this Agreement are inserted for
convenience of reference only and do not constitute a part of and shall not be
utilized in interpreting this Agreement.  This Agreement has been negotiated by
the parties hereto and their respective counsel and shall be fairly interpreted
in accordance with its terms and without any rules of construction relating to
which party drafted the Agreement being applied in favor of or against either
party.

    VALUE-ADDED LINK.

         OPERATION OF VAL.  The parties intend that the VAL operate as follows:

              The user interface of each Yahoo! Property that offers  search
    functionality indexing the text of the World Wide Web to Users will be
    designed so that it identifies AltaVista as the Preferred Search Engine (as
    set forth in Section 4, below) and gives the User the option of using
    AltaVista to conduct a search;

              When Yahoo! initiates a query to AltaVista, using the VAL
    interface, the  query will be transmitted to the AltaVista Index, where it
    will be processed, and the results will be sent using the VAL interface to
    the Yahoo! Property;

              Yahoo! will format the results from the AltaVista search in a
    Results Page and will be able to incorporate advertising and other
    messaging into this Results Page.  Each Results Page will contain an
    attribution to AltaVista; and

              (d)  The search process will not remove the User from the Yahoo!
    Property on which the User initiated the search.


                                          3

                                     CONFIDENTIAL

<PAGE>


         EXCLUSIVITY. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX:

              BY DIGITAL.  XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

              BY YAHOO!  XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

    2.3  IMPLEMENTATION OF THE VAL.  The parties agree that the VAL will be
implemented within (fifteen) 15 days following the Effective Date.


    DIGITAL'S RESPONSIBILITIES.

         INTERFACE SPECIFICATIONS.  Promptly following the Effective Date,
Digital shall provide to Yahoo! the Interface Specifications (set forth in
Exhibit A) to allow Yahoo! to establish the VAL with the AltaVista Index.

         SUPPORT.  Beginning on the Effective Date and for so long as this
Agreement is in effect, Digital shall provide Yahoo!, at no additional charge,
support for the VAL in accordance with the terms set forth in EXHIBIT "B" hereto
(the "SUPPORT OBLIGATIONS).

         PERFORMANCE CRITERIA.  Digital shall use commercially reasonable
efforts to comply with the performance criteria set forth in EXHIBIT "C" hereto
(the "PERFORMANCE CRITERIA").  Digital may modify the Performance Criteria at
any time and from time to time subject to Yahoo!'s approval not to be
unreasonably withheld.  Yahoo! may provide input to Digital concerning the
Performance Criteria.  Digital shall take Yahoo!'s input into consideration in
modifying the Performance Criteria, but Digital is under no obligation to
incorporate Yahoo!'s suggestions into the Performance Criteria.

         CONSIDERATION OF TECHNICAL SUGGESTIONS.  Digital shall consider
technical suggestions from Yahoo! to improve the performance of the VAL,
AltaVista Index and/or query components.  Digital shall evaluate promptly all
such suggestions, but Digital is under no obligation to accept or implement any
of such suggestions.

         ADVANCE COMMUNICATION OF ENHANCEMENTS.  Digital shall give Yahoo!
notice of all material enhancements to and extensions of the search
functionality of AltaVista that are to be


                                          4

                                     CONFIDENTIAL

<PAGE>


made generally available to all persons accessing AltaVista..  In the event that
the Interface Specifications need to be modified so that the VAL can support
such extensions and enhancements, Digital shall promptly provide Yahoo! with
such modified Interface Specifications.

    YAHOO!'S RESPONSIBILITIES.

         ENGINEERING CHANGES.  Promptly following its receipt of the Interface
Specifications, Yahoo! shall implement all engineering changes needed in the
Yahoo! source code or object code necessary to install and support the VAL.  In
any event, Yahoo! will cause the VAL to be incorporated, and fully operational,
in the Yahoo! Properties according to the following schedules:  (i) in the
Yahoo! Principal Site  within fifteen (15) days of the Effective Date and (ii)
in Yahooligans! and in Yahoo! San Francisco should any such property contain WWW
search functionality and in other mutually agreed upon Yahoo! properties
according to a mutually agreed upon schedule

         ALTAVISTA AS PREFERRED SEARCH ENGINE.  Yahoo! shall establish
AltaVista as the preferred search engine for all Yahoo! Properties that contain
WWW search functionality.  In this regard, Yahoo! shall, at a minimum:

              incorporate the VAL into all Yahoo! Properties that contain WWW
    search functionality in accordance with the terms of this Agreement;

              include a reference, to be provided to Yahoo! by Digital, in
    accordance with EXHIBIT "D," to the AltaVista search functionality, E.G.,
    "Powered by AltaVista," prominently on each page that contains WWW search
    functionality of each Yahoo! Property;

          (c)      place AltaVista first in any list of available Search
    Engines if multiple Search Engines are available on such Yahoo! Property,
    unless Yahoo! provides the User with a choice of search engines from other
    entities in a list entitled "Other Search Engines" and in close proximity
    in the same viewing screen provides the User with the option, via the
    Navigation Option Bar, to select AltaVista in its capacity as a VAL.  The
    term "Navigation Option Bar" for purposes of this provision means the
    following selection categories available to the User  as set forth in
    Exhibit E:  [Yahoo! Categories | Yahoo! Sites |  AltaVista Web Pages ];
         (d)  consider in good faith such other steps as Digital may reasonably
    request.

         INTERFACE DESIGN AND RESULTS PAGES.  Yahoo! shall use the mutually
agreed upon design set forth in EXHIBIT "D" for each user interface from which
the VAL can be accessed by Yahoo! users and the related search query page(s). In
addition, each Results Page shall contain an attribution to AltaVista in the
form set forth in EXHIBIT "E."  Upon written notice to Yahoo!, Digital may from
time to time make reasonable modifications to  such attribution so long as the
AltaVista name remains prominent or request that it be removed and Yahoo! shall
promptly implement all such modifications, or remove such attributions, as the
case may be.

    4.4  CONTINUED OPERATION OF VAL.  Once the VAL becomes operational for a
Yahoo! Property, Yahoo! shall not de-activate or otherwise disconnect the VAL
for any reason (other than due to a system failure or maintenance of such Yahoo!
Property or of AltaVista) from


                                          5

                                     CONFIDENTAL

<PAGE>


such Property.  If any VAL is de-activated or otherwise disconnected by Yahoo!,
this shall constitute a material breach of the Agreement.

    PAYMENT.

         RATE SCHEDULE.  In consideration for the VAL to the AltaVista Index,
each calendar quarter during the term of this Agreement Yahoo! shall pay Digital
an amount in accordance with the following rate schedule (the "RATE SCHEDULE"):

              XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

              XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

              XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

              XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

              XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

              XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.


                                          6

                                     CONFIDENTIAL

<PAGE>

         ANNUAL REVIEW OF BASE RATE.  On an annual basis during the initial and
renewal terms of this Agreement, and prior to the anniversary of the Effective
Date, the parties will renegotiate pricing terms.
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.  If in good faith the parties
have not reached agreement on such pricing by the applicable anniversary of the
Effective Date, cannot reach agreement on such pricing terms, either party may
terminate this Agreement on 120 days written notice pursuant to Section 13
below.

         PAYMENT AND REPORT.  All payments accruing during each calendar
quarter during the term of this Agreement shall be paid by Yahoo! to Digital
within thirty (30) days of the end of each such calendar quarter.  With each
such payment, Yahoo! shall also prepare and provide to Digital a report setting
forth in reasonable detail the calculation of each of the following for such
calendar quarter:
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXX; together with such data as may be reasonably necessary
to support such calculations.

         MANNER OF PAYMENT.  All payments due to Digital by Yahoo! hereunder
shall be payable in U.S. Dollars by wire transfer to such U.S. bank account as
Digital shall notify Yahoo! in writing no later than ten  (10 ) days before the
date on which such payment is due.


         LATE FEE.  If Yahoo! fails to pay any amounts when due and payable,
Yahoo! shall pay Digital a late payment charge of one  percent (1.0%) per month,
but not in excess of the lawful maximum, on any past due balance.

         RECORDS AND AUDIT.  Yahoo! shall keep accurate records and accounts in
accordance with standard business practices in the on-line industry and
generally accepted accounting principles.  Such records shall include, but are
not limited to, the information required to produce the reports specified in
Section 5.4.  Yahoo! agrees that Digital, through its then current independent
certified public accounting firm,   shall, until the expiration of one (1 ) year
after final payment under this Agreement, on 90 days advance notice , have
access to and the right to examine at Yahoo!'s principal place of business
during regular working hours any books, documents, papers, records or accounts
of Yahoo! relating to the VAL and to the determination and calculation of number
of Results Pages viewed, the load factor, Full Capacity, Full Inventory (and
components thereof) and Sold Advertising and may make copies or extracts
therefrom.  Digital agrees to maintain all information obtained during such
examinations in confidence and to cause its duly authorized representatives to
do so as well.  Audits shall be at the expense of Digital, unless an
underpayment exceeding five percent (5%) of the amount paid for the period
covered by the inspection is established in the course of any such inspection,
whereupon all costs relating to such audit, together with the amount of such
underpayment, shall be paid by Yahoo!.  If a deficiency is shown by such audit,
Yahoo! shall immediately pay that deficiency plus interest thereon under Section
5.7.  Non-payment of any deficiency for more than thirty (30) days after the
date on which Yahoo! receives notice of such deficiency shall constitute a
material breach of this Agreement.


                                          7

                                     CONFIDENTIAL

<PAGE>

    NETWORK AFFILIATE SITES.

Digital intends to maintain and operate AltaVista at various geographic
locations, and to establish  Network Affiliate sites in selected locations
around the world.  In the event Yahoo! desires to establish the VAL with any
AltaVista sites maintained and operated by Digital, Digital agrees to implement
the VAL at such site.  In the event that Yahoo! desires to establish a VAL with
one or more Network Affiliate Sites, Digital agrees to introduce Yahoo! to the
operators of such Network Affiliate Sites.  All other aspects of establishing
such a VAL, including without limitation, the pricing of and support for the
VAL, would be subject to a separate business arrangement between Yahoo! and the
operator of such Network Affiliate Site.


    PROPRIETARY RIGHTS.

         ALTAVISTA.  As between Digital and Yahoo!, Digital shall own all
right, title and interest in and to AltaVista and the Intellectual Property
Rights embodied therein.  Except as expressly granted herein, nothing herein
grants or shall be construed as granting Yahoo! any licenses or other rights,
whether express or implied or otherwise, in, to or under AltaVista or any
Intellectual Property Rights embodied therein.

         YAHOO!.  Subject to Digital's underlying ownership interests set forth
in Section 7.1, as between Yahoo! and Digital, Yahoo! shall own all right, title
and interest in and to the Yahoo! Properties.


    TRADEMARKS AND MARKETING.

         DIGITAL MARKS.  Digital hereby grants to Yahoo! a non-exclusive
license to use the Digital tradenames, logos and other Digital trademarks and
service marks as set forth on EXHIBIT "F" hereto (the "DIGITAL MARKS") in
connection with the Joint Marketing activities set forth in Section 8.5 below
and Yahoo!'s advertising, marketing, promotion display and distribution of the
VAL.  Yahoo!'s use shall be in accordance with Digital's policies regarding
advertising and trademark usage as established from time to time by Digital and
as provided by Digital  Yahoo! agrees to cooperate with Digital in facilitating
Digital's monitoring and control of the nature and quality of products and
services bearing the Digital Marks, and to supply Digital with specimens of
Yahoo!'s use of the Digital Marks upon request.  In the event that Digital
determines that Yahoo!'s use of the Digital Marks, or the service in connection
which such Digital Marks are used, is inconsistent with Digital's quality
standards, then upon Digital's written request, Yahoo! shall within a reasonable
period thereafter conform such use or service to Digital's standards.  If Yahoo!
fails to conform such use or service, Digital shall have the right to suspend
such use of the Digital Marks.


                                          8

                                     CONFIDENTIAL

<PAGE>

         YAHOO! MARKS.  Yahoo! hereby grants to Digital a non-exclusive license
to use the Yahoo! tradenames, logos and other Yahoo! trademarks and service
marks as set forth on EXHIBIT "G" hereto (the "YAHOO! MARKS") in connection with
the Joint Marketing activities set forth in Section 8.5 below and Digital's
advertising, marketing, promotion and distribution of the VAL.  Digital's use
shall be in accordance with Yahoo's policies regarding advertising and trademark
usage as established from time to time by Yahoo and as provided by Yahoo!.
Digital agrees to cooperate with Yahoo! in facilitating Yahoo's monitoring and
control of the nature and quality of products and services bearing the Yahoo!
Marks, and to supply Yahoo! with specimens of Digital's use of the Yahoo! Marks
upon request.  In the event that Yahoo! determines that Digital's use of the
Yahoo! Marks is inconsistent with Yahoo's quality standards, then upon Yahoo's
written request, Digital shall within a reasonable period thereafter conform
such use or services to Yahoo's standards.  If Digital fails to conform such use
or services, Yahoo! shall have the right to suspend such use of the Yahoo!
Marks.

         Yahoo! acknowledges that the Digital Marks are trademarks and service
marks of Digital.  Yahoo! understands and agrees that the use of any Digital
Mark in connection with this Agreement shall not create any right, title or
interest, in or to the use of the Digital Mark and that all such use  and
goodwill associated with the Digital Mark will inure to the benefit of  Digital.

           Digital acknowledges that the Yahoo! Marks are trademarks and
service marks of Yahoo!  Digital understands and agrees that the use of any
Yahoo! Mark in connection with the Agreement shall not create any right, title
or interest, in or to the use of the Yahoo! Mark and that all such use and
goodwill associated with the Yahoo! Mark will inure to the benefit of Yahoo.

      MARKETING.  Digital and Yahoo! shall both jointly and independently
market the relationship between the parties.  These activities include but are
not limited to the following:

              PRESS RELEASE.  Subject to the provisions of Section 9 hereof,
    Digital and Yahoo! shall promptly after the Effective Date agree upon and
    issue a joint press release (the "PRESS RELEASE") describing in general
    terms the VAL.

              ONGOING PUBLIC COMMUNICATIONS FOR NEWSWORTHY ANNOUNCEMENTS.

              PRESS AND ANALYST BRIEFINGS.

              PROMOTION OF ISBU HOME SITE (WWW.ALTAVISTA.SOFTWARE.DIGITAL.COM).

              ALTAVISTA HOME SITE (WWW.ALTAVISTA.DIGITAL.COM) PROMOTION AT
    DIGITAL'S DISCRETION.  Digital and Yahoo! acknowledge that Digital does not
    currently promote any of its AltaVista partners on the AltaVista home page
    (www.altavista.digital.com).  In the event that Digital includes promotions
    of its AltaVista partners at this site, Digital will include a promotion
    for Yahoo! at that site in a form to be mutually decided by the parties.

              PROMOTION ON YAHOO! HOME PAGES AND ON SPECIFIED YAHOO! PROPERTIES
    AT YAHOO!'S DISCRETION.

              TRADESHOWS, SEMINARS.

              SALESFORCE MATERIALS.


                                          9

                                     CONFIDENTIAL

<PAGE>

              COLLATERAL MATERIALS.

              ADVERTISING (ALL MEDIA).

              APPOINTMENT OF A CONTACT PERSON IN EACH COMPANY TO COORDINATE
    ONGOING MARKETING ACTIVITIES.


    CONFIDENTIALITY.

         CONFIDENTIAL INFORMATION.  "CONFIDENTIAL INFORMATION" means
information about the disclosing party's business or activities that are
proprietary or confidential, which shall include all business, financial,
technical and other information(as well as the data and calculations supporting
the payments to be made under Section 5 herein) of a party marked or designated
by such party as "confidential" or proprietary"; or information which, by the
nature of the circumstances surrounding the disclosure, ought in good faith to
be treated as confidential; PROVIDED THAT information shall not be considered
Confidential Information of a party if it can be shown that such information:
(i) is known to the recipient on the Effective Date directly or indirectly from
a source other than one having an obligation of confidentiality to the providing
party; (ii) hereafter becomes known (independently of disclosure by the
providing party) to the recipient directly or indirectly from a source other
than one having an obligation of confidentiality to the providing party; (iii)
becomes publicly known or otherwise ceases to be confidential, except through a
breach of this Agreement by the recipient; or (iv) was independently developed
by the recipient without use of Confidential Information.

         PROTECTION OF CONFIDENTIAL INFORMATION.  The parties recognize that,
in connection with the performance of this Agreement, each of them may disclose
to the other its Confidential Information, including the creation of materials
and the development of technology and techniques that are not generally known in
the industry. .  The party receiving any Confidential Information of the other
party agrees to maintain the confidential status of such Confidential
Information and not to use any such Confidential Information for any purpose
other than the purposes for which it was originally disclosed to the receiving
party, and not to disclose any of such Confidential Information to any third
party.  Upon expiration or termination of this Agreement,  the receiving party
shall return promptly to the other party or destroy, at that party's option, all
tangible materials that disclose or embody Confidential Information

         PERMITTED DISCLOSURE.  The parties acknowledge and agree that each may
disclose any given Confidential Information:  (i) as required by law or
generally accepted accounting practices; (ii) to their respective directors,
officers, employees, attorneys, accountants and other advisors or independent
contractors, who are under an obligation of confidentiality no less stringent
than set forth herein, on a "need-to-know" basis;  or (iii) in connection with
disputes or litigation between the parties that relates to such Confidential
Information and each party shall endeavor to limit disclosure to that purpose.
In the event that the receiving party is ordered to disclose the other party's
Confidential Information pursuant to a judicial or governmental request,
requirement or order, the receiving party shall promptly notify the other party
and take reasonable steps to assist that party in contesting such request,
requirement, or order or in otherwise in protecting that party's rights prior to
disclosure.


                                          10

                                     CONFIDENTIAL

<PAGE>

         APPLICABILITY.  The foregoing obligations shall apply to directors,
officers, employees and representatives of the parties and any other person to
whom the parties have delivered copies of, or permitted access to, such
Confidential Information in connection with the performance of this Agreement,
and each party shall advise each of the above of the obligations set forth in
this Section 9.

         THIRD PARTY CONFIDENTIAL INFORMATION.  Any confidential information of
a third party disclosed to either Digital or Yahoo! shall be treated by Digital
or Yahoo!, as the case may be, in accordance with the terms under which such
third party confidential information was disclosed; provided that:  (i) the
party disclosing such third party confidential information shall first notify
the other party that such information constitutes third party confidential
information and the terms applicable to such third party confidential
information; and (ii) either party may, in its sole discretion, decline to
accept all or any portion of such third party confidential information.

         CONFIDENTIALITY OF AGREEMENT.  Except as required by law or generally
accepted accounting principles, and except to assert its rights hereunder or for
disclosures on a "need-to-know" basis to its own officers, directors, employees
and professional advisers or to prospective investors or acquirors in connection
with a pending investment in or acquisition of such party, and under an
obligation of confidentiality no less stringent that as set forth herein, each
party hereto agrees that neither it nor its directors, officers, employees,
consultants or agents shall disclose the terms of this Agreement or specific
matters relating hereto without the prior consent of the other party.


    DISCLAIMER OF WARRANTIES.

YAHOO! HEREBY ACKNOWLEDGES AND AGREES THAT THE VAL AND ALTAVISTA ARE BEING
PROVIDED TO YAHOO! "AS IS, WITH ALL FAULTS," AND THAT DIGITAL MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE USEFULNESS,
ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF THE VAL,
THE ALTAVISTA SEARCH ENGINE OR THE ALTAVISTA INDEX, OR THAT THE VAL OR ALTAVISTA
WILL MEET THE OBJECTIVES OR NEEDS OF YAHOO! OR ANY THIRD PARTY, THAT THE
OPERATION OF THE VAL OR ALTAVISTA WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
DEFECTS IN THE VAL OR ALTAVISTA HAVE BEEN OR WILL BE CORRECTED.  IN PARTICULAR,
AND WITHOUT LIMITING THE FOREGOING, DIGITAL MAKES NO REPRESENTATIONS AS TO THE
COMPLETENESS OF SEARCH RESULTS OBTAINED BY USING THE ALTAVISTA INDEX.  WITHOUT
LIMITING THE FOREGOING, DIGITAL HEREBY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT (EXCEPT AS
PROVIDED IN SECTION 12.2 BELOW) IN CONNECTION WITH THE VAL AND ALTAVISTA.  IN NO
EVENT SHALL DIGITAL BE LIABLE TO YAHOO! FOR ANY FAILURE, DISRUPTION, DOWNTIME,
INTERRUPTION, MISCALCULATION, INCORRECT LINKAGE, DELAY, INACCURACY OR OTHER
NONPERFORMANCE OF THE VAL OR ALTAVISTA.


    INDEMNIFICATION AND REMEDIES.

         DIGITAL INDEMNITY.


                                          11

                                     CONFIDENTIAL

<PAGE>

              Subject to the limitations set forth below, Digital, at its own
    expense, shall indemnify, defend (or at Digital's option and expense,
    settle) and hold Yahoo! harmless from and against any judgment, losses,
    deficiencies, damages, liabilities, costs and expenses (including, without
    limitation, reasonable attorneys' fees and expenses), whether required to
    be paid to a third party or otherwise incurred in connection with or
    arising from any claim, suit, action or proceeding (collectively, a
    "CLAIM"), incurred or suffered by Yahoo! to the extent the basis of such
    Claim is that (1) any Digital software incorporated within the AltaVista
    Search Engine infringes any (i)  patent issued as of the Effective Date of
    this Agreement and during the term of the Agreement;  (ii) trademark or
    (iii) copyright; or (2)  information received onto the Yahoo! Property
    directly from the link to the AltaVista Index and displayed by Yahoo!
    infringes any copyright of a third party, but only to the extent that such
    infringement would have been prevented  by Digital's making available to
    users of the WWW  information (compatible with the Robot Exclusion
    Standard)  by which Web site owners could block access by the Search Engine
    to such Web sites;   PROVIDED THAT Digital shall have no obligation to
    Yahoo! pursuant to this Section 11.1 (a) unless:  (x) Yahoo! gives Digital
    prompt written notice of the Claim (except to the extent that Digital
    already has notice of such Claim); (y) Digital is given the right to
    control and direct the investigation, preparation, defense and settlement
    of the Claim; and (z) Yahoo! reasonably cooperates with Digital in the
    defense or settlement thereof; and PROVIDED, FURTHER, that if any
    settlement results in any ongoing liability to, or prejudices or
    detrimentally impacts Yahoo!, and such obligation, liability, prejudice or
    impact can reasonably be expected to be material, then such settlement
    shall require Yahoo!'s written consent, which consent shall not be
    unreasonably withheld.  In connection with the defense of any such Claim,
    Yahoo! may have its own counsel in attendance at all interactions and
    substantive negotiations at its own cost and expense.

              Notwithstanding the foregoing, Digital assumes no liability for
    infringement claims to the extent that such claims arise from a combination
    of AltaVista with other functionality, products or content not supplied by
    Digital where such infringement would not have arisen from the use of
    AltaVista absent such combination.

         (c)  If Digital receives notice of an alleged infringement by
    AltaVista of any third party Intellectual Property Rights, Digital shall
    use reasonable efforts to, at its option:  (i) obtain a license at no cost
    to Yahoo! permitting continued use of AltaVista on terms and conditions
    consistent with the terms set forth herein; (ii) modify the allegedly
    infringing component(s) of AltaVista to perform its intended function
    without infringing third party Intellectual Property Rights; and/or (iii)
    contest such allegation.  In the event Digital is unable within a
    reasonable period of time to obtain a license or modify AltaVista, and
    deems not to contest such allegation, Digital may, in its sole discretion,
    terminate this Agreement immediately upon written notice to Yahoo!


    11.2    CROSS-INDEMNITY FOR TRADEMARK INFRINGEMENT CAUSED BY USE OF
    ALTAVISTA AND YAHOO! TRADEMARKS.

      (a)   Subject to the limitations set forth below and the provisions of
    Section 11.1,, Digital, at its own expense, shall indemnify, defend (or at
    Digital's option and expense, settle) and hold Yahoo! harmless from and
    against any judgment, losses, deficiencies, damages, liabilities, costs and
    expenses (including, without limitation, reasonable attorneys' fees and


                                          12

                                     CONFIDENTIAL

<PAGE>


    expenses), whether required to be paid to a third party or otherwise
    incurred in connection with or arising from any Claim, incurred or suffered
    by Yahoo! to the extent that the basis of such Claim is that the display of
    the "AltaVista" trademark infringes any trademark and service mark rights
    of a third party; provided that Digital shall have no obligation to Yahoo!
    pursuant to this Section 11.2 (a) unless:  (i) Yahoo! gives Digital prompt
    written notice of the Claim (except to the extent that Digital already has
    notice of such Claim);  (ii) Digital is given the right to control and
    direct the investigation, preparation, defense and settlement of the Claim;
    and (iii) Yahoo! reasonably cooperates with Digital in the defense or
    settlement thereof; and provided, further, that if any settlement results
    in any ongoing liability to, or prejudices or detrimentally impacts Yahoo!,
    and such obligation, liability, prejudice or impact can reasonably be
    expected to be material, then such settlement shall require Yahoo!'s
    written consent, which  consent shall not be unreasonably withheld.  In
    connection with the defense of any such Claim, Yahoo! may have its own
    counsel in attendance at all interactions and substantive negotiations at
    its own cost and expense.

    (b) Subject to the limitations set forth below and the provisions of Section
    11.1 and this 11.2, Yahoo!, at its own expense, shall indemnify, defend (or
    at Yahoo!'s option and expense, settle) and hold Digital harmless from and
    against all judgments, losses, deficiencies, damages, liabilities, costs
    and expenses (including, without limitation, reasonable attorneys' fees and
    expenses), whether required to be paid to a third party or otherwise
    incurred in connection with or arising from any Claim, incurred or suffered
    by Digital to the extent the basis of such Claim is that the display of the
    "Yahoo!" trademark infringes any trademark rights of a third party;
    provided that Yahoo! shall have no obligation to Digital pursuant to this
    Section 11.2 (b) unless:  (i) Digital gives Yahoo! prompt written notice of
    the Claim (except to the extent that Yahoo! already has notice of such
    Claim);  (ii) Yahoo! is given the right to control and direct the
    investigation, preparation, defense and settlement of the Claim; and (iii)
    Digital reasonably cooperates with Yahoo! in the defense or settlement
    thereof; and provided, further, that if any settlement results in any
    ongoing liability to, or prejudices or detrimentally impacts Digital, and
    such obligation, liability, prejudice or impact can reasonably be expected
    to be material, then such settlement shall require Digital's written
    consent, which consent shall not be unreasonably withheld.  In connection
    with the defense of any such Claim, Digital may have its own counsel in
    attendance at all interactions and substantive negotiations at its own cost
    and expense.

       11.3        DISCLAIMER.  THE PROVISIONS OF SECTIONS 11.1 AND  11.2
    HEREOF REPRESENT EACH PARTY'S RESPECTIVE ENTIRE OBLIGATION REGARDING ANY
    THIRD-PARTY CLAIM ARISING OUT OF THE VAL.

       11.4        REMEDIES CUMULATIVE.  Except as otherwise expressly
    specified herein, the rights and remedies granted to each party under this
    Agreement are cumulative and in addition to, and not in lieu of, any other
    rights or remedies that such party may possess at law or in equity.

       11.5       LIMITATION OF LIABILITIES. EXCEPT FOR A BREACH OF SECTION 0
    HEREOF OR EXCEPT TO THE EXTENT OF PAYMENTS EXPRESSLY PROVIDED FOR UNDER
    THIS AGREEMENT, IN NO EVENT SHALL A PARTY TO THIS AGREEMENT BE LIABLE FOR
    ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING,
    WITHOUT LIMITATION, FOR LOST


                                          13

                                     CONFIDENTIAL

<PAGE>


    PROFITS, IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IN
    THE EVENT SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH
    DAMAGES.


    GENERAL REPRESENTATIONS AND WARRANTIES.

         YAHOO! REPRESENTATIONS AND WARRANTIES.  Yahoo! hereby represents and
warrants to Digital that as of the Effective Date:

         (a)  Yahoo! has the full corporate right, power and authority to enter
    into this Agreement and to perform the acts required of it hereunder;

              the execution of this Agreement by Yahoo!, and the performance by
    Yahoo! of its obligations and duties hereunder, do not and will not violate
    any agreement to which Yahoo! is a party or by which it is otherwise bound;

              Yahoo! acknowledges that Digital makes no representations,
    warranties or agreements related to the subject matter hereof that are not
    expressly provided for in this Agreement.

         DIGITAL REPRESENTATIONS AND WARRANTIES.  Digital hereby represents and
warrants to Yahoo! that as of the Effective Date:

         (a)  Digital has the full corporate right, power and authority to
    enter into this Agreement, to perform the acts required of it, and to grant
    the rights granted by it hereunder;

              the execution of this Agreement by Digital, and the performance
    by Digital of its obligations and duties hereunder, do not and will not
    violate any agreement to which Digital is a party or by which it is
    otherwise bound; and

              Digital acknowledges that Yahoo! makes no representations,
    warranties or agreements related to the subject matter hereof that are not
    expressly provided for in this Agreement.


    TERM AND TERMINATION.

         TERM.  This Agreement shall become effective on the Effective Date and
shall continue in full force and effect until XXXXXXXX after the Effective Date,
unless earlier terminated in accordance with this Agreement.  Thereafter, this
Agreement will XXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

         EVENTS OF TERMINATION.  This Agreement shall be subject to termination
upon the occurrence of the following events:

              if either party hereto defaults on any of its material
    obligations, representations or warranties under this Agreement, the
    non-defaulting party shall have the right, exercisable in its sole
    discretion, to terminate this Agreement by written notice


                                          14

                                     CONFIDENTIAL

<PAGE>


    describing with reasonable specificity the nature of the default and
    requesting that it be cured, unless within  ninety  (90) calendar days
    after written notice of such default the defaulting party remedies the
    default;

              if (a) either party files a petition for bankruptcy or is
    adjudicated a bankrupt; (b) a petition in bankruptcy is filed against
    either party; (c) either party becomes insolvent or makes an assignment for
    the benefit of its creditors or an arrangement for its creditors pursuant
    to any bankruptcy law; (d) either party discontinues its business; or (e) a
    receiver is appointed for either party or its business, then the other
    party shall have the right to terminate this agreement immediately upon
    written notice;

            if Yahoo! fails to comply with Section 5, Payment, then Digital
    shall have the right, exercisable in its sole discretion, to terminate this
    Agreement  if such failure is not cured within thirty (30) days written
    notice to Yahoo!;

         (d)   if Digital no longer complies with the Performance Criteria in
    Exhibit C,  then Yahoo! shall have the right to terminate this Agreement if
    such noncompliance is not cured within ninety (90) days written notice to
    Digital ("Notice Period") and, if  within the first thirty (30) days of the
    Notice Period,  Digital fails to make commercially reasonable efforts to
    cure such noncompliance, then termination may become effective on the
    thirtieth (30th) day following Yahoo!'s written notice to Digital
    specifying in good faith the reasons for its conclusion that Digital has
    failed to take such steps;
                   (e)  XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX;

         (f)  if Yahoo! has any change in the actual or beneficial ownership of
    more than fifty percent (50%) of its voting stock  in one or more related
    transactions such that after  such transaction(s),
    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, then
    Digital shall have the right to terminate this Agreement upon thirty (30)
    days prior written notice to Yahoo!.

         EFFECT OF TERMINATION.

              Termination of this Agreement by either party hereto shall not
    act as a waiver of any breach of this Agreement and shall not act as a
    release of either party hereto from any liability for breach of such
    party's obligations under this Agreement.

              Within forty-five (45) calendar days of the expiration or
    termination of this Agreement, the parties shall pay to the other party all
    sums, if any, due and owing as of the date of expiration or termination.


         SURVIVAL.  The respective rights and obligations of Digital and Yahoo!
under the provisions of Sections 1, 7, 8.3, 8.4 9, 10, 11, 12, 13.3, 13.4 and 14
hereof shall survive expiration or termination of this Agreement.


                                          15

                                     CONFIDENTIAL

<PAGE>
    MISCELLANEOUS.

         NO JOINT VENTURE.  The sole relationship between the parties shall be
that of licensor and licensee.  Neither party shall make any warranties or
representations, or assume or create any obligations, on the other party's
behalf except as may be expressly permitted hereunder or in writing by such
other party.  Each party shall be solely responsible for the actions of all
their respective employees, agents and representatives.

         GOVERNING LAW.  This Agreement shall be interpreted and construed in
accordance with the laws of the Commonwealth of Massachusetts, without regard to
the principles of conflicts of laws, and with the same force and effect as if
fully executed and performed therein, and the laws of the United States of
America.

         AMENDMENT OR MODIFICATION.  This Agreement may not be amended,
modified or supplemented by the parties in any manner, except by an instrument
in writing signed on behalf of each of the parties by a duly authorized officer
or representative.

         NO ASSIGNMENT.  Neither party shall transfer or assign any rights or
delegate any obligations hereunder, in whole or in part, whether voluntarily or
by operation of law, without the prior written consent of the other party.  Any
purported transfer, assignment or delegation by either party without the
appropriate prior written approval shall be null and void and of no force or
effect.  Notwithstanding the foregoing, without securing such prior consent,
either party shall have the right to assign this Agreement and the obligations
hereunder to any successor of such party by way of merger, consolidation,
reorganization or the acquisition of substantially all of the business and
assets of the assigning party relating to the Agreement.

         NOTICES.  Any notice or other communication to be given hereunder
shall be in writing and shall be (as elected by the party giving such notice):
(i) personally delivered; (ii) transmitted by postage prepaid registered or
certified airmail, return receipt requested; or (iii) deposited prepaid with a
nationally recognized overnight courier service.  Unless otherwise provided
herein, all notices shall be deemed to have been duly given on:  (a) the date of
receipt (or if delivery is refused, the date of such refusal) if delivered
personally or by courier; or (b) three (3) days after the date of posting if
transmitted by mail.  Either party may change its address for purposes hereof on
not less than three (3) days prior notice to the other party.  Notices hereunder
shall be directed :

         If to Yahoo!, to:   Gary Valenzuela
                             Senior Vice President, Finance and Administration
                             and CFO
                             Yahoo! Inc.
                             635 Vaqueros Avenue
                             Sunnyvale, CA 94086

         If to Digital, to:  Robert E. Hult
                             Vice President, Finance & Operations
                             Internet Software Business Unit
                             Digital Equipment Corporation
                             30 Porter Road
                             Littleton, MA 01460


                                          16

                                     CONFIDENTIAL

<PAGE>

         ENTIRE AGREEMENT.  This Agreement represents the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and/or contemporaneous agreements and understandings, written or oral between
the parties with respect to the subject matter hereof.  The parties hereby
acknowledge and agree that the Letter of Intent dated as of June 5, 1996 between
the parties is hereby terminated and of no further force or effect whatsoever.

         WAIVER.  Any of the provisions of this Agreement may be waived by the
party entitled to the benefit thereof.  Neither party shall be deemed, by any
act or omission, to have waived any of its rights or remedies hereunder unless
such waiver is in writing and signed by the waiving party, and then only to the
extent specifically set forth in such writing.  A waiver with reference to one
event shall not be construed as continuing or as a bar to or waiver of any right
or remedy as to a subsequent event.

         NO THIRD PARTY BENEFICIARIES.  Nothing express or implied in this
Agreement is intended to confer, nor shall anything herein confer, upon any
person other than the parties and the respective successors or assigns of the
parties, any rights, remedies, obligations or liabilities whatsoever.

         FEES AND EXPENSES.  Each party shall be responsible for the payment of
its own costs and expenses, including attorneys' fees and expenses, in
connection with the negotiation and execution of this Agreement.

         SEVERABILITY.  If the application of any provision or provisions of
this Agreement to any particular facts of circumstances shall be held to be
invalid or unenforceable by any court of competent jurisdiction, then:  (i) the
validity and enforceability of such provision or provisions as applied to any
other particular facts or circumstances and the validity of other provisions of
this Agreement shall not in any way be affected or impaired thereby; and (ii)
such provision or provisions shall be reformed without further action by the
parties hereto and only to the extent necessary to make such provision or
provisions valid and enforceable when applied to such particular facts and
circumstances.

         COUNTERPARTS; FACSIMILES.  This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one and the
same instrument.  Each party shall receive a duplicate original of the
counterpart copy or copies executed by it.  For purposes hereof, a facsimile
copy of this Agreement, including the signature pages hereto, shall be deemed to
be an original.  Notwithstanding the foregoing, the parties shall each deliver
original execution copies of this Agreement to one another as soon as
practicable following execution thereof.


                                          17

                                     CONFIDENTIAL

<PAGE>

    IN WITNESS WHEREOF, the parties to this Agreement by their duly authorized
representatives have executed this Agreement as of the date first above written.

DIGITAL EQUIPMENT
CORPORATION                            YAHOO! INC.


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

Name:----------------------------      Name:-----------------------------

Title:                                 Title:
      ----------------------------            ---------------------------


                                          18

                                     CONFIDENTIAL

<PAGE>

                                                                    CONFIDENTIAL





                              VALUE-ADDED LINK AGREEMENT


                                    by and between


                            DIGITAL EQUIPMENT CORPORATION

                                         and

                                     YAHOO! INC.









                                     July 3, 1996


                                     CONFIDENTIAL



<PAGE>


















                               -----------------------

                               JOINT VENTURE AGREEMENT

                               -----------------------



                                       Between

                                 SOFTBANK Corporation

                                         and

                                     Yahoo! Inc.




                              Dated as of April 1, 1996






<PAGE>



                               JOINT VENTURE AGREEMENT


         JOINT VENTURE AGREEMENT, dated as of April 1, 1996, by and between
SOFTBANK Corporation, a Japanese corporation ("SOFTBANK"), and Yahoo! Inc., a
California corporation ("Yahoo").

         WHEREAS, Yahoo offers in the United States and certain other
geographic areas certain on-line navigational services on the World Wide Web,
including, without limitation, the Yahoo! Internet Guide.

         WHEREAS, SOFTBANK is a leading computer publisher and software
distributor in Japan;

         WHEREAS, SOFTBANK indirectly owns a minority interest in Yahoo; and

         WHEREAS, SOFTBANK and Yahoo wish to form a joint venture company in
Japan called Yahoo Japan Corporation (the "Company"), to establish and manage in
Japan a Japanese version of the Yahoo Internet Guide, develop related Japanese
on-line navigational services, and conduct other related businesses;

         NOW, THEREFORE, the parties hereby agree as follows:

1.  OBJECTIVES OF THE COMPANY

         The objectives of the Company shall be to engage in the businesses set
forth below:

         (i)  establishment and management in Japan of a Japanese version of
    the Yahoo Internet Guide;

        (ii)  development of related
 Japanese on-line navigational services;

       (iii)  related sale of on-line advertisement space;

        (iv)  addition of Japanese specific informational content to the mirror
    site database in Japan;

        (v)  XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    XXXXXXX





<PAGE>


    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXX;

       (vi)  XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX; and

      (vii)  other businesses relating to the foregoing as agreed upon by the
    parties from time to time.

2.  SALE AND PURCHASE OF SHARES; OWNERSHIP OF THE COMPANY.

         (a)  Subject to the terms and conditions hereof, SOFTBANK agrees to
sell, and Yahoo agrees to purchase, XXXXX shares of Common Stock of the Company
(the "Shares") at a price of XXXXXX per share so that after such sale SOFTBANK
shall own XXXXXX shares of Common Stock and Yahoo shall own XXXXXX shares of
Common Stock of the Company.

         (b)  Concurrently with the execution of this Agreement, SOFTBANK shall
deliver to Yahoo stock certificates representing the Shares and registered in
the name of Yahoo, against payment by Yahoo of XXXXXXXXXXX therefor in
immediately available funds to a bank account designated by SOFTBANK.

3.  REPRESENTATIONS AND WARRANTIES OF SOFTBANK

         SOFTBANK hereby represents and warrants to Yahoo as follows:

         (a)  SOFTBANK has been duly incorporated, and is a validly existing
corporation under the laws of Japan and has full power and authority to enter
into and perform this Agreement.

         (b)  This Agreement has been duly authorized, executed and delivered
by SOFTBANK and constitutes a valid and binding agreement of SOFTBANK,
enforceable against SOFTBANK in accordance with its terms.

         (c)  The Company has been incorporated on January 31, 1996 as a
Kabushiki Kaisha (a stock limited company).  The registered office of the
Company is at 3-42-3, Nihonbashi-Hamacho, Chuo-ku, Tokyo 103, Japan.  The
Company has been duly incorporated and is a validly existing corporation under
the laws of Japan and has full power and authority to carry on its business as
contemplated in this Agreement.  Attached

  -2-



<PAGE>


hereto as Exhibit A is a true and correct copy of the Articles of Incorporation
of the Company ("teikan") and a true and complete English translation thereof.

        (d)  The Company's authorized capital is XXXXXX shares of Common Stock,
par value XXXXXX per share, of which XXXXXX shares are issued and outstanding.
Prior to the Closing, SOFTBANK purchased such XXXXXX shares for a purchase price
of XXXXXX per share in cash, and SOFTBANK owns all of such issued and
outstanding shares of the Company.  There are no options, warrants or
commitments of any kind relating to the capital stock of the Company, including
any preemptive or other rights to purchase its capital stock.

        (e)  The Shares have been duly authorized (including any required 
approval by the Board of Directors of the Company) and validly issued and are 
fully paid and non-assessable.  Title to the Shares will be transferred from 
SOFTBANK to Yahoo upon physical delivery of the stock certificates to Yahoo 
at the Closing, free and clear of all liens, encumbrances, equities or claims.

        (f)  Prior to the Closing, the Company has not been engaged in any 
business or activities and has not entered into to any contracts, except as 
contemplated by this Agreement and the Company has net assets of XXXXXX in 
the form of cash and cash equivalents.

        (g)  The Company has no liabilities, contingent or otherwise, and the
Company has complied in all material respects with all laws and regulations.
There is no litigation pending or threatened, and no basis therefor known to the
Company, to which the Company is or would be a party, to which any of the
Company's assets are or would be subject, or which question or challenge this
Agreement or the transactions contemplated hereby.

        (h)  No consent, approval or authorization of or declaration or filing
with any governmental authority or other person or entity on the part of
SOFTBANK is required in connection with the execution or delivery of this
Agreement or the consummation of the transactions contemplated hereby other than
as described in Section 15 hereof.

        (i)  A certified copy of the commercial register of the Company (and a
true and complete English translation thereof) is attached to this Agreement as
Exhibit B, and all information contained therein is complete and accurate.

4.  REPRESENTATIONS AND WARRANTIES OF YAHOO

        Yahoo represents and warrants to SOFTBANK as follows:

  -3-



<PAGE>


         (a) Yahoo has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of California, and has
full power and authority to enter into and perform this Agreement.

         (b)  This Agreement has been duly authorized, executed and delivered
by Yahoo and constitutes a valid and binding agreement of Yahoo, enforceable
against Yahoo in accordance with its terms.

         (c)  No consent, approval or authorization of or declaration or filing
with any governmental authority or other person or entity on the part of Yahoo
is required in connection with the execution or delivery of this Agreement or
the consummation of the transactions contemplated hereby other than as described
in Section 15 hereof.

5.  LICENSE AGREEMENT

         Concurrently with the execution of this Agreement, Yahoo shall enter
into a license agreement, in the form of Exhibit C attached hereto (the "License
Agreement"), with the Company.

6.  BOARD OF DIRECTORS; STATUTORY AUDITORS

         (a)  The total number of Directors comprising the Board shall be five.
SOFTBANK shall designate XXXXXXXX Directors,
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXX, and Yahoo shall
designate XXXXXX Directors.

         (b)  The Company shall have one Statutory Auditor, which shall be
designated by SOFTBANK.

         (c)  The Company shall have one Representative Director, who shall be
the President.  The President and Representative Director shall be a nominee of
SOFTBANK.

         (d)  In case of a vacancy in the office of Director, Statutory Auditor
or Representative Director during the term of office for whatever reason, the
vacancy shall be filled by the party that nominated the Director, Statutory
Auditor or Representative Director whose office became vacant.

         (e)  At any annual or special meeting of shareholders or any meeting
of the Board of Directors called for such purpose, each party shall vote or
cause to be voted all shares owned by it for the election of nominees designated
as Directors, Statutory Auditor or Representative Director in accordance with
this Section 6 and otherwise as may be necessary to implement the provisions of
this Agreement.

  -4-



<PAGE>



         (f)  No change shall be made in the number and/or allocation of
Directors, Statutory Auditor or Representative Director as stated in this
Section 6 or in the Articles of Incorporation of the Company; provided that if
the parties' respective shareholdings change, the parties shall adjust the
number and allocation of Directors and the designation or nomination of the
Statutory Auditor or Representative Director if and to the extent appropriate so
that their respective representation on the Board and in the Company is
generally proportionate to their respective shareholdings.

7.  MANAGEMENT OF THE COMPANY

         (a)  The Board of Directors of the Company shall be responsible for
establishing the overall policy and operating procedures with respect to the
business affairs of the Company.

         (b)  Except as otherwise required by mandatory provisions of law and
as otherwise provided herein, resolutions of the Board of Directors shall be
adopted only by the affirmative vote of a majority of the Directors present at a
meeting duly called at which a quorum is present.  A majority of the Board of
Directors shall constitute a quorum for the transaction of business provided at
least one Director designated by Yahoo is present.  Board meetings shall be held
in Japan in accordance with applicable law provided that the Board of Directors
shall meet no less frequently than once in each calendar month.  Any Director
may attend a Board meeting by conference telephone.

         (c)  Notwithstanding the general provisions set forth above, in
addition to any special approval requirements under the Articles of
Incorporation or under law, each of the following corporate actions may be taken
by the Company only (i) in the case of any action that is permitted by law or
under the Articles of Incorporation to be taken by the Board of Directors alone,
upon authorization by affirmative vote of at least one SOFTBANK director and at
least one Yahoo director and (ii) in the case of actions required by law or the
Articles of Incorporation to be approved by the Company's shareholders, upon
authorization by affirmative vote of both Yahoo and SOFTBANK as shareholders:

         (i)  any merger or consolidation, whether or not the Company is the
    surviving corporation; any sale, lease, exchange or other disposition of
    all or substantially all of the assets of the Company; any acquisition of
    all or substantially all of the capital stock or assets of any other
    entity; or the liquidation or voluntary dissolution of the Company;

        (ii)  any sale, lease, exchange or other disposition of substantial
    assets (except in the ordinary course of business) of the Company;

  -5-



<PAGE>


       (iii)  any capital expenditure of Y10 million or more;

        (iv)  the raising of additional equity capital or the issuance or sale
    of any debt or equity securities (including any shareholder loan or
    guaranty) and the terms thereof, whether or not in connection with a call
    for additional capital pursuant to Section 8 hereof;

         (v)  any declaration or payment of any dividend or other distribution,
    directly or indirectly, on account of any shares of capital stock of the
    Company, or any redemption, retirement, purchase or other acquisition,
    directly or indirectly, by the Company of any such shares (or of any
    warrants, rights or options to acquire any such shares);

        (vi)  the incurrence or guarantee (directly or indirectly) by the
    Company with respect to any indebtedness for borrowed money in excess of
    Y10 million;

       (vii)  any amendment, alteration or repeal of any provision of the
    Articles of Incorporation of the Company; or

      (viii)  engagement in any business other than as set forth in Section 1
    hereof and activities incidental thereto, either directly or through any
    corporation or other entity in which the Company has, directly or
    indirectly, an equity interest;

        (ix)  approval of an annual business plan and operating budget for the
    Company (which shall be made no later than thirty (30) days prior to the
    commencement of each fiscal year of the Company), and any deviation in any
    material respect from such business plan or budget as so approved;

         (x)  the authorization of execution of any contract or agreement
    (i) having a period of performance greater than one year, (ii) involving
    aggregate payments or consideration in excess of Y10 million,
    (iii) involving any license of trademarks, patents, copyrights or other
    intellectual property rights of the Company, and (iv) between the Company
    and any officer, shareholder or Director of the Company (or their
    respective affiliates), and any waiver or variance of any contract
    described in (i)-(iv) above; or

        (xi)  compensation for all officers, Directors and Statutory Auditors
    of the Company.

To the extent permitted by Japanese law, the foregoing approval requirements
shall at all times also be set forth in the Articles of Incorporation of the
Company, unless amended as set forth.

  -6-



<PAGE>


8.  ADDITIONAL CAPITAL

         Subject to Section 7(c) hereof, the Board may, by written notice to
the parties, call for the parties to subscribe for additional shares of capital
stock of the Company or to make loan guarantees or loans to the Company in
proportion to their respective holdings of Common Stock at any time.  Each party
agrees to provide such additional capital or support in accordance with the
Board's action.

9.  DISPOSITION OF COMMON STOCK

         Neither party shall directly or indirectly sell, assign, transfer or
otherwise dispose of, or pledge or otherwise encumber, any shares of Common
Stock of the Company without the prior consent of the other party; provided
that, at such time as the shares of the Company are publicly traded, either
party shall be entitled to make sales of its shares in the open market to the
extent permitted by applicable law.

10.  ACCOUNTING; ACCESS TO INFORMATION

         (a)  The fiscal year of the Company shall be from the first day of
April of each year to the 31st day of March of the following year.

         (b)  The Company shall maintain its accounts and prepare its financial
statements (including, without limitation, a balance sheet, profit and loss
statement and statement of cash flows) in accordance with generally accepted
accounting principles in Japan, and shall cause its annual financial statements
to be audited by an internationally recognized independent auditing firm
reasonably acceptable to each party, and such financial statements and the
auditors' opinion to be delivered to each party no later than sixty (60) days
following the end of each fiscal year.  The Company also shall deliver to each
party unaudited monthly and quarterly financial statements within thirty days
following the end of each month or fiscal quarter, as the case may be, certified
(in the case of quarterly financial statements) by the chief accounting officer
of the Company.  All financial statements shall be accurately and completely
translated into English prior to delivery to Yahoo, and shall be accompanied by
a reasonably detailed schedule that sets forth the differences between Japanese
generally accepted accounting principles and U.S. generally accepted accounting
principles as applied to such financial statements.

         (c)  Each party shall, during all business hours and at all other
times as reasonable, have access to the books and records of the Company and to
the legal, tax and auditing personnel of the Company, internal and external;
provided, however, that the cost and expense necessary for such inspection shall
be borne by the party making the inspection.

11.  DIVIDENDS

  -7-



<PAGE>


         To the extent permitted by law, the Company will pay dividends to its
shareholders from the Company's net earnings in accordance with and subject to
the conditions set forth in Exhibit D; provided that no dividends shall be
required to be paid prior to XXXXXXXXXXXXXX, or following the time at which the
Company's shares of Common Stock are publicly traded.

12.  TERM OF THE AGREEMENT

         Subject to Section 13, this Agreement shall remain in effect
perpetually, provided that, if as of XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

13. TERMINATION OF THE AGREEMENT

         (a)  If either party fails in any material respect to perform or
fulfill in the time and manner herein provided any obligation or condition
herein required to be performed or fulfilled by such party, and if such default
shall continue for sixty (60) days after written notice thereof from the other
party, then the other party shall have the right to terminate this Agreement by
written notice of termination to the defaulting party at any time after such
sixty (60) days.  Either party may also terminate this Agreement immediately by
giving a written notice to the other party in the event such other party shall
be dissolved or liquidated or declared insolvent or bankrupt.

         (b)  Upon termination of this Agreement, the parties shall negotiate
in good faith the possible purchase by one party of all the shares in the
Company held by the other party or the sale of the Company to a third party.  If
such negotiation fails to result in a mutually acceptable agreement, the Company
shall be dissolved in accordance with Japanese law.

  -8-



<PAGE>


         (c)  Termination of this Agreement for any reason shall not release
either party from any liability which at the time of termination has already
accrued to the other party or which thereafter may accrue in respect of any act
or omission prior to such termination.

14.  CONFIDENTIALITY

         Each party shall hold and shall cause its respective representatives
to hold in confidence all confidential information made available to it or its
representatives by the other party, directly or through the Company, and shall
not pass such information on, wholly or partly, to third parties without the
written consent of the other party, unless such information (i) becomes
generally available to the public other than as a result of a disclosure by such
party or its representatives, (ii) becomes available to such party from other
sources not known by such party to be bound by a confidentiality obligation, or
(iii) is independently acquired by such party as a result of work carried out by
any employee or representative of such party to whom no disclosure of such
information has been made.

15.  GOVERNMENT FILINGS

         (a)  Promptly after execution of this Agreement, notification of such
execution shall be submitted by SOFTBANK to the Fair Trade Commission of Japan.
In the event the Fair Trade Commission advises the parties hereto to amend this
Agreement and/or the License Agreement, the parties shall promptly comply with
such request; provided, however, that if either party considers such amendment
to be material and adverse to it, then such party may terminate this Agreement
by giving written notice to such effect to the other party hereto.

         (b)  Within fifteen (15) days following the date of this Agreement,
Yahoo will submit the required notification to the Bank of Japan under the
Foreign Exchange and Foreign Trade Control Law.

         (c)  If any Japanese withholding taxes are imposed on dividends
payable to Yahoo by the Company under Section 11, the Company shall (or SOFTBANK
shall cause the Company to) withhold such amounts, pay the same to the Japanese
tax authority, and promptly furnish Yahoo with appropriate documentation of the
amounts so withheld as soon as practicable.  The Company shall (or SOFTBANK
shall cause the Company to) cooperate with Yahoo to make any necessary filings
to utilize the lowest withholding rate available under any treaty between Japan
and the United States.

16.  OTHER VENTURES

         (a)  XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

  -9-



<PAGE>


XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

         (b)  Yahoo hereby agrees to discuss in good faith with SOFTBANK joint
efforts to establish XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXX.

17.  GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
the laws of Japan.

18.  DISPUTE RESOLUTION

         All disputes between the parties arising directly or indirectly out of
this Agreement shall be settled by the parties amicably through their good faith
discussions.  In the event that any such dispute cannot be resolved thereby,
such dispute shall be finally settled by arbitration in accordance with the
rules then in effect of the Japan Commercial Arbitration Association by three
arbitrators appointed in accordance with such rules.  Any such arbitration shall
be held in Tokyo, Japan and shall be conducted in Japanese (with English
translation to the extent requested by Yahoo).  The arbitration award shall be
final and binding upon the parties, and judgment on such award may be entered in
any court having jurisdiction thereof.

19.  MISCELLANEOUS

         (a)  This Agreement may be amended only by a written instrument signed
by both parties.

         (b)  This Agreement may not be assigned by either party hereto except
with the written consent of the other party; provided, however, that this
Agreement may be assigned to a corporation which shall succeed to the business
of a party by merger, consolidation, or the transfer of all or substantially all
of the assets of such party and which shall expressly assume the obligations of
such party hereunder.

  -10-




<PAGE>



         (c)  Any and all notices, requests, demands and other communications
required or otherwise contemplated to be made under this Agreement shall be in
writing and in English and shall be deemed to have been duly given (a) if
delivered personally, when received, (b) if transmitted by facsimile, upon
receipt of a transmittal confirmation, (c) if sent by registered airmail, return
receipt requested, postage prepaid, on the sixth business day following the date
of deposit in the mail or (d) if by international courier service, on the second
business day following the date of deposit with such courier service, or such
earlier delivery date as may be confirmed to the sender by such courier service.
All such notices, requests, demands and other communications shall be addressed
as follows:

         (i)  If to SOFTBANK:

                  SOFTBANK Corporation
                  24-1, Nihonbashi-Hakozakicho
                  Chuo-ku, Tokyo 103, Japan

              Attention:  Mr. Masayoshi Son
                              President and Chief
                                   Executive Officer

              Telephone:  (813) 5642-8020
              Facsimile:  (813) 5641-3400

         with a copy to:

              Sullivan & Cromwell
              125 Broad Street
              New York, New York 10004

              Attention:  Stephen A. Grant, Esq.

              Telephone:  (212) 558-3504
              Facsimile:  (212) 558-3588

  -11-



<PAGE>


         (ii)  If to the Company:

              Yahoo! Inc.
              635 Vaqueros Ave.
              Sunnyvale, California 94086

              Attention:  Mr. Timothy Koogle
                              President

              Telephone:  (408) 328-3300
              Facsimile:  (408) 328-3301

         with a copy to:

              Venture Law Group
              A Professional Corporation
              2800 Sand Hill Road
              Menlo Park, California  94025

              Attention:  James L. Brock, Esq.

              Telephone:  (415) 854-4488
              Facsimile:  (415) 854-1121

or in each case to such other address or facsimile number as the party may have
furnished to the other party in writing.

         (d)  In the event of the invalidity of any part or provision of this
Agreement, such invalidity shall not affect the enforceability of any other part
or provision of this Agreement.

         (e)  No waiver by any party of any default in the performance of or
compliance with any provision herein shall be deemed to be a waiver of the
performance and compliance as to any other provision, or as to such provision in
the future; nor shall any delay or omission of any party to exercise any right
hereunder in any manner impair the exercise of any such right accruing to it
thereafter.  No remedy expressly granted herein to any party shall be deemed to
exclude any other remedy which would otherwise be available.

         (f)  This Agreement constitutes the entire agreement among the parties
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements between the parties with respect to such subject
matter.  This Agreement may

  -12-




<PAGE>


be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

         (g)  Nothing herein express or implied, is intended to or shall be
construed to confer upon or give to any person, firm, corporation or legal
entity, other than the parties hereto and their affiliates, any interests,
rights, remedies or other benefits with respect to or in connection with any
agreement or provision contained herein or contemplated hereby.

  -13-



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly signed this Agreement
as of the day and year first above written.

                        SOFTBANK CORPORATION



                        By: _____________________________
                            Name:   Masayoshi Son
                            Title:  President



                        YAHOO! INC.



                        By: _____________________________
                            Name:   Timothy Koogle
                            Title:  President


Attachments:

Exhibit A          Articles of Incorporation of the Company
Exhibit B          Commercial Register of the Company
Exhibit C          License Agreement
Exhibit D          Milestones for Required Dividend Payments

  -14-




<PAGE>

                         YAHOO! JAPAN LICENSE AGREEMENT
                         ------------------------------


    This YAHOO! JAPAN LICENSE AGREEMENT (the "AGREEMENT") is entered into as of
this first day of April, 1996 (the "EFFECTIVE DATE") by and between:

    YAHOO! INC., a California corporation ("YAHOO") with its principal offices
at 625 Vaqueros Avenue, Sunnyvale, California  94086; and

    YAHOO JAPAN CORPORATION, ("YJC"), with its principal offices at 3-42-3,
Nihonbashi-Hamcho, Chuo-ku, Tokyo 103 Japan; with reference to the following:

                                       RECITALS
                                       --------

    The following provisions form the basis for, and are hereby made a part of,
this Agreement:

    A.   Yahoo owns, operates and distributes a leading index and directory of
Internet resources, including a hierarchical index, information indexing and
retrieval software and certain other elements of content and software;

    B.   YJC has been organized with XXX owned by SOFTBANK Corporation, a
Japanese corporation, and XXX owned by Yahoo, pursuant to a joint venture
agreement entered into concurrently herewith (the "JOINT VENTURE AGREEMENT"), in
order to manage in Japan a mirror site of the Yahoo Internet Guide, to develop
related Japanese on-line navigational services, and to conduct certain other
businesses relating to such activities; and

    C.   Upon the terms and conditions set forth
 below, YJC and Yahoo will
offer a version of certain Yahoo software and services through YJC in Japan.

                                      AGREEMENT
                                      ---------

    NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

                   ARTICLE I:  DEFINITIONS; RULES OF CONSTRUCTION
                   ----------------------------------------------

1.1 DEFINITIONS.  For purposes of this Agreement, in addition to the
capitalized terms defined elsewhere in this Agreement, the following terms shall
have the meanings ascribed to them below:

    1.1.1     "ADVERTISING REVENUE" shall mean the sum of the aggregate amounts
collected plus the fair market value of any other compensation (such as barter
advertising) received by or on behalf of a party hereunder arising from the
license or sale of any Advertising Rights, excluding amounts allocable to any
credits granted for unused services, any direct costs of


                                         -1-


<PAGE>

collection, and any third party agency fees paid by the party in connection with
development or sale of the Advertising Rights.

    1.1.2     "ADVERTISING RIGHTS" shall mean any advertising sponsorship,
linking and similar promotional rights sold or licensed in connection with (x)
the Mirror Site, or (y)  Related Print Publications.

    1.1.3     "AFFILIATE" shall mean any corporation, limited liability
company, partnership or other entity (collectively, an  "ENTITY" ):  (1) that is
controlled by or controls a party (collectively, a  "CONTROLLED ENTITY" ); or
(2) that is controlled by or controls any such Controlled Entity, in each
instance of clause (1) or (2) for so long as such control continues.  For
purposes of this definition, "control" shall mean the possession, directly or
indirectly, of a majority of the voting power of such entity (whether through
ownership of securities or partnership or other ownership interests, by contract
or otherwise).

    1.1.4     "COMPETITIVE NAVIGATIONAL TOOL" shall mean any third party
Internet directory or Internet search tool that is used to perform either a
directory function or a search function, including without limitation, those
Competitive Navigational Tools owned, operated, or offered by the companies
listed in EXHIBIT D attached hereto.  No service or tool shall be deemed to be a
"Competitive Navigational Tool" solely because it is offered by a third party
that also offers services or tools that are "Competitive Navigational Tools."

    1.1.5     "COMPONENTS" shall mean information, materials, products,
features, services, content, computer software, designs, artistic renderings,
drawings, sketches, characters, layouts, and the digital implementations
thereof, PROVIDED, HOWEVER, that "Components" shall not include Local Content.

    1.1.6     "CONFIDENTIAL INFORMATION" shall mean any information disclosed
in the course of this Agreement, which is identified as or should be reasonably
understood to be confidential or proprietary to the disclosing party, including,
but not limited to know-how, trade secrets, log data, technical processes and
formulas, source codes, product designs, sales, cost and other unpublished
financial information, product and business plans, projections, and marketing
data.  "Confidential Information" shall not include information which:  (i) is
known or becomes known to the recipient on the Effective Date directly or
indirectly from a third party source other than one having an obligation of
confidentiality to the providing party; (ii) hereafter becomes known
(independently of disclosure by the providing party) to the recipient directly
or indirectly from a source other than one having an obligation of
confidentiality to the providing party; (iii) becomes publicly known or
available or otherwise ceases to be secret or confidential, except through a
breach of this Agreement by the recipient; or (iv)is or was independently
developed by the recipient without use of or reference to the providing party's
Confidential Information, as shown by evidence in the recipient's possession.

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


                                         -2-


<PAGE>

    1.1.8     "INTELLECTUAL PROPERTY RIGHTS" shall mean trade secrets, patents,
copyrights, trademarks, know-how, moral rights and similar rights of any type
under the laws of any governmental authority, domestic or foreign including all
applications and registrations relating to any of the foregoing.

    1.1.9     "JOINT ENHANCEMENTS" shall mean any enhancements, added
functionalities, additions, extensions or improvements to Yahoo Japan that are
created or developed jointly by YJC, on the one hand, and Yahoo, its Affiliates
or their agents, on the other hand, including any Components which are jointly
contributed to Yahoo Japan.

    1.1.10    "LAUNCH DATE" shall mean the first date on which Yahoo Japan is
made generally available to the public in Japan.

    1.1.11    "LOCAL CONTENT" shall mean content, including URL's, added to
Yahoo Japan by YJC and that is: (i) specific to the Japanese market; and (ii)
originates in or arises from activities in Japan.

    1.1.12    "LOG DATA"  shall mean all data generated by an Internet server
that relates to file requests, user identification, session times and similar
available information, as set forth by EXHIBIT F.

    1.1.13    "MIRROR SITE" shall mean YJC's mirror site(s) in Japan of the
Yahoo Service site through which the Yahoo Japan will be made available to YJC
Users.

    1.1.14    "OPEN NETWORK" shall mean an information technology and
electronic communication system that any person can access via the Internet.

    1.1.15    "RELATED PRINT PUBLICATIONS" shall mean tangible printed
material, including magazines, books and periodicals, that relate directly and
substantially to Yahoo Japan, and have a title in each case that includes the
word, "Yahoo!" (such as "Yahoo! Japan").

    1.1.16    "UPGRADES" shall mean all error corrections, upgrades,
enhancements, new releases, and new versions of Yahoo Japan.

    1.1.17    "YJC USERS" shall mean Internet-users to whom YJC provides access
to Yahoo Japan.

    1.1.18    "YAHOO BRAND FEATURES" shall mean Yahoo trademarks, trade names,
service marks, service names, distinct elements of the Yahoo Service Look and
Feel and all other Components specifically associated with the "Yahoo!" brand or
as to which Yahoo has established trademark or trade dress rights, and any
modifications to the foregoing that may be created during the Term of this
Agreement (as defined in Section 9.1 hereof).

    1.1.19    "YAHOO BRAND GUIDELINES" shall mean the guidelines for use of the
Yahoo Brand Features in Yahoo Japan, as specifically set forth in EXHIBIT B
attached hereto.


                                         -3-


<PAGE>

    1.1.20    "YAHOO JAPAN ENHANCEMENTS" shall mean any enhancements, added
functionalities, additions, extensions or improvements to Yahoo Japan that are
created or developed by Yahoo, its Affiliates or their agents, including any
Components which are contributed to Yahoo Japan by such persons or Entities.

    1.1.21    "YAHOO JAPAN" shall mean any version of the Yahoo Service that is
customized and localized specifically for all or any portion of Japan and the
Japanese market in any and all languages specifically relevant to the Japanese
market.

    1.1.22    "YAHOO JAPAN SITE"  shall mean one or more servers on which,
collectively, Yahoo Japan and the Mirror Site will be made available pursuant to
this Agreement.

    1.1.23    "YAHOO JAPAN DERIVATIVE WORK"  shall mean Derivative Work,
including any Japanese translations and customizations as necessary for the
Japanese customer market, created by YJC from Yahoo Properties for use in Yahoo
Japan.

    1.1.24    "YAHOO PROPERTIES" shall mean collectively:  (i) the Yahoo
Service, including both the Yahoo Service Look and Feel and the Yahoo Brand
Features; (ii) Yahoo Japan; (iii) Yahoo Tools; and (iv) Yahoo Japan
Enhancements.

    1.1.25    "YAHOO SERVICE" shall mean, collectively, the following (in each
case as the same may be modified, upgraded, updated or enhanced during the term
of this Agreement):

         (i)  the aggregate collection of Internet-based products, services,
software and other features which Yahoo makes generally available now or in the
future through the World Wide Web portion of the Internet (currently located at
http://www.yahoo.com), as described in EXHIBIT A attached hereto, including:
(a) Yahoo Brand Features; (b) Yahoo Service Look and Feel; (c) the collection of
HTML files and certain related scripts comprising a directory to URLs, including
the search tools currently included with such directory as the same may be
modified from time to time; and (d) Yahoo's hierarchical index, information
indexing and retrieval software (commonly referred to as Yahoo's "search
engine"); and

         (ii) all other directory-, index- or search-related elements of
content and software that may be offered by Yahoo in the future in connection
with the service described in (i) above; and

         (iii) any enhancements, upgrades, improvements or modifications of the
Yahoo's search engine, and all written materials, documents and manuals
containing functional information or operating instructions for the foregoing as
the same may be modified from time to time,
PROVIDED, HOWEVER, the Yahoo Services shall not include any content licensed to
Yahoo from a third party (including without limitation, in sports, news,
weather, entertainment, and other such content and information), unless Yahoo
has express rights from such third party to sublicense such content.


                                         -4-


<PAGE>

    1.1.26    "YAHOO SERVICE LOOK AND FEEL" shall mean the artistic renderings,
drawings, animations, sketches, characters, layouts and designs, and digital
implementations thereof which are embodied within the Yahoo Service.

    1.1.27    "YAHOO TOOLS" shall mean those tools and search engine set forth
in EXHIBIT A.

    1.1.28    "YJC REVENUE" shall shall mean XXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXX.

1.2 RULES OF CONSTRUCTION.  As used in this Agreement, all terms used in the
singular shall be deemed to include the plural, and vice versa, as the context
may require.  The words "hereof," "herein" and "hereunder" and other words of
similar import refer to this Agreement as a whole, including any exhibits
hereto, as the same may from time to time be amended or supplemented.  The word
"including" when used herein is not intended to be exclusive and means
"including, without limitation."  The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.  The terms "party" and
"parties" shall refer to Yahoo and YJC, individually or collectively.  This
Agreement has been negotiated by the parties hereto and their respective counsel
and shall be fairly interpreted in accordance with its terms and without any
rules of construction relating to which party drafted the Agreement being
applied in favor of or against either party.

                             ARTICLE 2:  GRANT OF RIGHTS
                             ---------------------------

2.1 LICENSE GRANT TO YJC.  Subject to all of the terms and conditions of this
Agreement, Yahoo hereby grants to YJC, during the Term of this Agreement:

    (i)  an exclusive right and license to use, reproduce, display, perform,
transmit, distribute, market, promote, and permit YJC Users to use, in on-line
form and in the manner described in this Agreement, on an Open Network in Japan:
(x) the Yahoo Service solely through the Mirror Site; and (y) Yahoo Japan; in
each case solely under a title that indicates the word "Yahoo!" (such as "Yahoo!
Japan");

    (ii) a non-exclusive right to use, reproduce, display, perform, distribute
and transmit the Yahoo Brand Features in Japan solely in connection with
advertising, marketing, and promoting Yahoo Japan in Japan;

    (iii)     an exclusive right to use, reproduce, and display the Yahoo Brand
Features in Japan solely in connection with Related Print Publications;
PROVIDED, HOWEVER, that Yahoo obtains written consent from Ziff-Davis Publishing
Company to grant such rights, which consent Yahoo shall use best efforts to
obtain; and PROVIDED, FURTHER, that YJC obtain the prior written consent of
Yahoo to use the Yahoo Brand Features on each such print material, which consent
Yahoo shall not unreasonably withhold;


                                         -5-


<PAGE>

    (iv) a non-exclusive right and license to use and reproduce for internal
purposes any and all software (in object code and source code forms) associated
with the Yahoo Properties solely to facilitate the exploitation of the Yahoo
Properties and YJC's internal use in furtherance of YJC's rights, as anticipated
and described in this Agreement; and

    (v)  subject to the terms and limitations set forth in Section 2.3 of  this
Agreement, a non-exclusive right to make Yahoo Japan Derivative Works, solely
for use, incorporation, and integration in Yahoo Japan and solely as necessary
for the Japanese consumer market in Japan;

     (vi)     the exclusive worldwide right to develop, create, maintain,
operate, commercially exploit, market, promote and otherwise distribute Yahoo
Japan through any electronic means, subject to the exceptions set forth in
Section 2.7 hereto.

PROVIDED, HOWEVER, that YJC Users' right to access and use the Yahoo Properties
shall be subject to such customary limitations and restrictions on use and
reproduction as Yahoo may impose with respect to the Yahoo Properties.  No
rights or licenses are granted by Yahoo to YJC except for those expressly
granted in this Section 2.1.

2.2 NO OTHER RIGHTS.  Except as expressly provided in this Agreement, YJC shall
neither:  (i) distribute or make available the Yahoo Service or Yahoo Japan
except in its entirety as a complete work; (ii) distribute or make available the
Yahoo Service or Yahoo Japan other than in on-line electric form; (iii) modify,
adapt, translate, or create derivative works based on the Yahoo Service or Yahoo
Japan; nor (iv) remove any copyright or other proprietary rights notices from
the Yahoo Properties.

2.3 YAHOO JAPAN CONTENT.  Prior to the Launch Date, Yahoo shall provide to YJC
with Yahoo Properties to the extent necessary to launch the Yahoo Japan Site and
for YJC to create Yahoo Japan Derivative Works for incorporation into Yahoo
Japan.  In the event that YJC wants to post or incorporate any new service,
content (other than Local Content), or sponsorships on Yahoo Japan, YJC shall
obtain Yahoo's prior written consent, which consent shall not be unreasonably
withheld.

    2.3.1     MINIMUM CONTENT SPECIFICATIONS.  Yahoo Japan shall, at a minimum,
contain all directories, including categories, subcategories, and URL's,
contained within the Yahoo Service, as such service or any portion thereof may
be modified, upgraded, updated or otherwise enhanced during the Term of this
Agreement; PROVIDED, HOWEVER, that Yahoo Japan does not include any content
licensed by Yahoo from a third party.  Yahoo warrants that Yahoo Japan shall be
the most comprehensive, highest quality and "state of the art" Internet index
and directory which is owned, operated and/or distributed by Yahoo, and will be
provided in substantially the same format and under substantially the same
editorial policies as currently govern the Yahoo Service (except to the extent
otherwise agreed upon by YJC).

    2.3.2     YJC CONTENT MODIFICATIONS.  YJC shall have the right to direct
Yahoo to eliminate from Yahoo Japan any Components which: (i) relate to a new
feature or service added to Yahoo Japan after the date of this Agreement, which
new feature or service would give rise to a breach of any agreement between YJC
and any third party entered into prior to the addition of such new


                                         -6-


<PAGE>

feature or service; (ii) would violate any applicable law, regulation or third
party right; or (iii)involve a Component that YJC determines, in its reasonable
good faith judgment, has resulted or would be expected to result in substantial
adverse publicity, legal liability or adverse relations with a significant
number of YJC Users as a result of such Component being offensive, inaccurate or
otherwise objectionable.  In addition, YJC may eliminate from Yahoo Japan such
other Components unrelated to directory, index or search functions as YJC deems
appropriate, subject to Yahoo's prior approval, which approval shall not be
unreasonably withheld nor delayed.

2.4 LOCAL CONTENT.

    2.4.1     YJC RESPONSIBILITIES. YJC shall be solely responsible for
collecting and classifying Local Content, which Local Content may be integrated,
at Yahoo's sole discretion, into the Yahoo Services under a directory for such
Local Content (the "LOCAL CONTENT DIRECTORY"), which directory shall be created
and maintained by Yahoo.

    2.4.2     LICENSE GRANTED BY YJC.  Subject to all of the terms and
conditions of this Agreement, YJC hereby grants Yahoo a non-exclusive, royalty
free worldwide license to use Local Content solely for the purpose of
incorporating such Local Content into Yahoo Japan and into the Yahoo Service and
related Yahoo properties to the extent provided for hereunder.  Subject to the
foregoing license grant, YJC retains all right, title to and interest in the
Local Content.

2.5 YAHOO OWNERSHIP.  Yahoo shall retain all ownership rights in and to the
Yahoo Properties, Yahoo Japan Enhancements, and the Yahoo Japan Derivative
Works.  YJC assigns any interest it may be deemed to possess in such Yahoo
Properties to Yahoo and will assist Yahoo in every reasonable way, at Yahoo's
expense, to obtain, secure, perfect, maintain, defend and enforce for Yahoo's
benefit all Intellectual Property Rights with respect to the Yahoo Properties.

2.6 JOINT ENHANCEMENTS.  The respective ownership interests of YJC and Yahoo in
any Joint Enhancements shall be as agreed upon by the parties at the time such
Joint Enhancements are created or contributed; 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 YJC and Yahoo
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.

2.7 EXCLUSIVITY.   After the Launch Date, Yahoo shall not, either directly or
indirectly, grant any right or license, whether exclusive or non-exclusive, to
any person, to use, display, reproduce or permit others to use the Yahoo Service
in electronic, on-line form in Japan; PROVIDED, HOWEVER, that nothing herein
shall be construed as prohibiting, preventing, restricting, or otherwise
limiting the ability of a person in Japan from electronically accessing the
Yahoo Service on a server located in any jurisdiction outside Japan.  YJC's
rights of exclusivity above and in Sections 2.1 hereto shall be subject to:  (i)
the rights granted by Yahoo to Microsoft Corporation concerning the "Microsoft
Network", pursuant to the


                                         -7-



<PAGE>

agreement between Yahoo and Microsoft Corporation dated August 17, 1995; and
(ii) the rights granted by Yahoo to Global Network Navigator, Inc., pursuant to
the agreement between Yahoo and Global Network Navigator, Inc., dated October
13, 1995.

            ARTICLE 3:  LOCALIZED SERVICE SITE DEVELOPMENT AND OPERATIONS
            -------------------------------------------------------------

3.1 DEVELOPMENT OF YAHOO JAPAN SITE.  Yahoo shall assist in developing the
Yahoo Japan Site in substantial conformance with the development specifications
set forth in EXHIBIT A attached hereto.

3.2 UPGRADES.  If Yahoo creates any Upgrades of Yahoo Japan (including any
Upgrades of the Yahoo Service which will be reflected through Yahoo Japan) which
materially modify the format or functionality of Yahoo Japan, Yahoo shall
provide YJC with the opportunity to review and test each such Upgrade prior to
its public release.

3.3 YJC TRAINING. YJC shall send at least two (2) of its employees to attend a
training session organized or conducted by Yahoo regarding the Yahoo Service,
prior to installation of the Yahoo Japan Site.  Such training session shall be
conducted at a location to be selected by Yahoo and for a period of time to be
determined by Yahoo.  YJC shall pay all travel, lodging, and other related
expenses associated with attendance of its employees at such session.

           ARTICLE 4:  PROMOTIONAL MATERIALS, ADVERTISING, AND TRADEMARKS
           --------------------------------------------------------------

4.1 YJC'S EFFORTS.  As a material condition to this Agreement, YJC shall use
all commercially reasonable efforts during the Term to offer Yahoo Japan to the
general public via the Internet, in accordance with user performance (as
measured by factors such as latency of user response) consistent with other high
traffic on-line services, to market and promote the commercial exploitation of
Yahoo Japan in Japan, and to sell advertising and promotional services in Yahoo
Japan.

4.2 PROMOTIONAL MATERIALS/PRESS RELEASES.  YJC and Yahoo shall mutually agree
to the form of a joint press release (the "PRESS RELEASE") to be issued on or
prior to the Launch Date, which will describe in general terms the creation of
Yahoo Japan.  Each party shall submit to the other party, for its prior written
approval, which shall not be unreasonably withheld or delayed, disclosures,
press releases or other similar announcements relating to this Agreement or the
parties' relationship as described herein.  Notwithstanding the foregoing,
either party may issue press releases and other disclosures as required by law
or as reasonably advised by legal counsel without the consent of the other party
and in such event prompt notice thereof shall be provided to the other party
prior to three (3) business days of the issuance of such press release or
disclosure.  YJC shall supply Yahoo with specimens of each of all promotional
materials using the Yahoo Brand Features, all of which shall comply with the
Yahoo Brand Guidelines and other provisions of this Agreement.  YJC shall remedy
any violation of the Yahoo Brand Guidelines or of this Agreement as soon as
practicable following receipt of notice from Yahoo of such violation.  YJC shall
consider in good faith any suggestions or comments of Yahoo in the content and
design of any and all promotional materials.


                                         -8-


<PAGE>

4.3 TRADEMARKS.

    4.3.1     ACKNOWLEDGMENT OF OWNERSHIP.  YJC acknowledges that:  (i) as
between YJC and Yahoo, Yahoo owns all right, title and interest in the Yahoo
Brand Features; and (ii) neither YJC nor any other persons will acquire any
ownership interest in the Yahoo Brand Features or associated goodwill by virtue
of this Agreement or the use of the Yahoo Service pursuant to this Agreement.


    4.3.2     USAGE GUIDELINES.  YJC's use of the Yahoo Brand Features shall be
subject to Yahoo's prior written approval and consent and shall adhere to the
Yahoo Brand Guidelines set forth in EXHIBIT B attached hereto; PROVIDED,
HOWEVER, YJC may use the mark "YAHOO JAPAN" and the associated logo (the "YAHOO
JAPAN MARKS") without any such consent so long as YJC uses such Yahoo Japan
marks:  (i) in a manner and form consistent with Yahoo's use of its Yahoo Brand
Features; (ii) without making any modifications or changes thereto; (iii) in an
advertising campaign, promotional or other event or product that has high
consumer visibility; and (iv) without co-branding or other similar collaboration
with any third party brand features.  YJC may use the Yahoo Japan Marks in the
manners set forth in Subsections 4.3.2(i), (ii), (iii), and (iv) subject to
Yahoo's prior approval and consent.  In any event, YJC's use of the Yahoo Brand
Features shall be at least of a quality and standard reasonably commensurate
with YJC's use of its own trademarks.  Throughout the Term of this Agreement,
Yahoo shall promptly provide YJC with all written details of, specifications for
and artwork for all Yahoo Brand Features as required by YJC for performing its
rights and obligations under this Agreement.  If any use of the Yahoo Brand
Features by YJC fails to satisfy such quality standards, Yahoo may terminate
YJC's right to use such Yahoo Brand Features; PROVIDED, HOWEVER, that YJC has
failed to cure such failure to satisfy within thirty (30) business days from
receipt by YJC of a notice of such failure to satisfy quality standards sent by
Yahoo.

    4.3.3     NO ADVERSE CLAIM.  YJC agrees that it will not at any time during
or after this Agreement assert any claim or interest in or do anything which may
adversely affect the validity or enforceability of any Yahoo Brand Features.
Unless otherwise agreed to between the parties, YJC will not register, seek to
register, or cause to be registered any of the Yahoo Brand Features without
Yahoo's prior written consent, and YJC shall not adopt or use Yahoo Brand
Features or any confusingly similar word or symbol as part of YJC's company
name, nor allow Yahoo Brand Features to be used by others, without Yahoo's prior
written consent.  With respect to any trademark registrations and pending
trademark applications for any Yahoo Brand Features in Japan owned or filed by
YJC without Yahoo's prior written consent ("YAHOO JAPAN MARKS"), YJC shall
promptly transfer ownership in such Yahoo Japan Marks to Yahoo, and Yahoo shall
promptly reimburse YJC its reasonable costs incurred in obtaining such
registration and in filing such applications.  Failure of YJC to transfer
ownership in such Yahoo Japan Marks within one hundred twenty (120) days of the
Effective Date of this Agreement shall be considered a material breach of this
Agreement.  Such Yahoo Japan Marks shall be considered part of and included in
the Yahoo Brand Features for purposes of this Agreement.


                                         -9-


<PAGE>

4.4 RESTRICTIVE COVENANT. During the Term, YJC agrees that it shall not:  (i)
enter into a commercial arrangement or transaction with any person for the
customization or localization of a Competitive Navigational Tool for the Japan
market and for use within Japan without Yahoo's prior written approval; or (ii)
develop, commercialize, market or promote any Competitive Navigational Tool.
Without limiting the foregoing, YJC shall not provide any on-line advertising
that contains a direct hypertext link to any Competitive Navigational Tool.

4.5 YAHOO JAPAN ADVERTISING. Subject to the provisions of Section 4.7 hereto,
YJC shall have the exclusive right to include advertising, marketing and
promotional information in Yahoo Japan.  The parties hereto agree that all
revenues and income derived by each of Yahoo and YJC in connection with
advertising, marketing and promotional information in Yahoo Japan shall accrue
solely to YJC, subject to the calculation and payment of the Fees as set out in
EXHIBIT E attached hereto.  YJC shall be solely and exclusively responsible for
ensuring that all advertising, marketing and promotional information conducted
and provided by YJC complies with all Japanese local, federal, and other
governmental laws and regulations that may be applicable thereto.


4.6 LOG DATA.  YJC will provide Yahoo with access to all Log Data containing
the categories set forth in EXHIBIT F from use of Yahoo Japan via Yahoo's Log
Data Tool as described in EXHIBIT A.  All Log Data shall be maintained as
Confidential Information by each of YJC and Yahoo.

    4.6.1     LIMITED DISCLOSURE TO THIRD PARTIES. Notwithstanding the
foregoing, no party shall be prohibited from providing Log Data to any third
party (on a confidential basis) for aggregation or analysis, or otherwise on an
aggregated basis to advertisers, potential advertisers and other third parties
in connection with the sale of advertising, or to third parties in connection
with market research and similar publishing; provided that neither party will
use such information in a misleading fashion so as to understate or overstate to
any third party the magnitude of usage of Yahoo Japan.

    4.6.2     OWNERSHIP OF LOG DATA. Yahoo shall own all rights, title, and
interest in and to any and all Log Data generated on Mirror Site; PROVIDED,
HOWEVER, Yahoo shall grant to YJC a non-exclusive, royalty-free license to use
and reproduce such Log Data for internal, non-commercial purposes. Yahoo shall
own all rights, title, and interest in and to any and all Log Data generated on
any Yahoo Service mirror site.

4.7 MESSAGE BAR. Yahoo may, upon seven (7) business days advance notice to YJC,
place content on the home page of Yahoo Japan for up to five (5) consecutive
days.

                        ARTICLE 5:  CONFIDENTIAL INFORMATION
                        ------------------------------------

5.1 PROTECTION OF CONFIDENTIAL INFORMATION.  The parties recognize that, in
connection with the performance of this Agreement, each of them may disclose to
the other its Confidential Information.  The party receiving any Confidential
Information agrees to maintain the confidential status of such Confidential
Information and not to use any such Confidential Information for any purpose
other than the purpose for which it was originally disclosed to the


                                         -10-


<PAGE>

receiving party, and not to disclose any of such Confidential Information to any
third party.  Neither party shall disclose the other's Confidential Information
to its employees and agents except on a  need-to-know  basis.

5.2 PERMITTED DISCLOSURE.  The parties acknowledge and agree that each may
disclose Confidential Information:  (i) as required by law; (ii) to their
respective directors, officers, employees, attorneys, accountants and other
advisors, who are under an obligation of confidentiality, on a "need-to-know"
basis; (iii) to investors or joint venture partners, who are under an obligation
of confidentiality, on a "need-to-know" basis; or (iv) in connection with
disputes or litigation between the parties involving such Confidential
Information and each party shall endeavor to limit disclosure to that purpose
and to ensure maximum application of all appropriate judicial safeguards (such
as placing documents under seal).  In the event a party is required to disclose
Confidential Information as required by law, such party will, to the extent
practicable, in advance of such disclosure, provide the other party with prompt
notice of such requirement.  Such party also agrees, to the extent legally
permissible, to provide the other party, in advance of any such disclosure, with
copies of any information or documents such party intends to disclose (and, if
applicable, the text of the disclosure language itself) and to cooperate with
the other party to the extent the other party may seek to limit such disclosure.

5.3 APPLICABILITY.  The foregoing obligations of confidentiality shall apply to
directors, officers, employees and representatives of the parties and any other
person to whom the parties have delivered copies of, or permitted access to,
such Confidential Information in connection with the performance of this
Agreement, and each party shall advise each of the above of the obligations set
forth in this Article 5.

5.4 THIRD PARTY CONFIDENTIAL INFORMATION.  Any Confidential Information of a
third party disclosed to either party shall be treated by YJC or Yahoo, as the
case may be, in accordance with the terms under which such third party
Confidential Information was disclosed; PROVIDED, HOWEVER, that the party
disclosing such third party Confidential Information shall first notify the
other party that such information constitutes third party Confidential
Information and the terms applicable to such third party Confidential
Information and provided further that either party may decline, in its sole
discretion, to accept all or any portion of such third party Confidential
Information.

5.5 CONFIDENTIALITY OF AGREEMENT.  Except as required by law or generally
accepted accounting principles, and except to assert its rights hereunder or for
disclosures to its own officers, directors, employees and professional advisers
on a  need-to-know  basis or in confidence to investors, investment bankers,
financial institutions or other lenders or acquirers, each party hereto agrees
that neither it nor its directors, officers, employees, consultants or agents
shall disclose the terms of this Agreement or specific matters relating hereto
without the prior consent of the  other party, which consent shall not be
unreasonably withheld or delayed.


                                         -11-


<PAGE>

5.6 FUTURE BUSINESS ACTIVITIES.  This Agreement shall not limit either party's
present and future business activities of any nature, including business
activities which could be competitive with the other party, except: (i) to the
extent such activities would involve a breach of the confidentiality
restrictions contained in this Article 5; (ii) to the extent provided in Section
4.4, or (iii) as otherwise expressly provided herein.  Nothing in this Agreement
will be construed as a representation or agreement that the recipient of
Confidential Information will not develop or have developed for it products,
concepts, systems or techniques contemplated by or embodied in such Confidential
Information, provided that such recipient does not violate any of its
obligations under this Article 5 in connection with such development.

                             ARTICLE 6:  FEES AND PAYMENT
                             ----------------------------

6.1 FEES.  YJC shall pay to Yahoo, as full and complete remuneration for the
performance of all of Yahoo's obligations hereunder, the fees and amounts that
are set forth in EXHIBIT E attached hereto (the "FEES").  All payments under
this Agreement shall be made by wire transfer to an account designated by Yahoo
within thirty days of the end of the quarter in which such amounts are collected
by YJC, and shall be accompanied by a written report signed by an authorized YJC
officer setting forth a description of transactions given rise to payments in
detail sufficient to support calculations of the amounts paid, as well as such
other similar information as Yahoo may reasonably request.

6.2 CURRENCY.  In this Agreement, all references to currency shall be
references to the lawful currency of the United States of America.  Any and all
conversions shall be based on the exchange rate noted in the Foreign Exchange,
Telegraphic Transfer Exchange Rate for Sale vis-a-vis Customers, as reported in
the Nihon Keizai Shinbun on the date each payment is due.

6.3 INTEREST.  Any late payment of fees made by YJC under this Agreement shall
bear interest at the annual rate of ten percent (10%) from the date on which
such payment was due.

6.4 TAXES. All Fees paid by YJC to Yahoo hereunder shall be inclusive of all
excise and customs duties and other similar taxes imposed by any governmental
authority relating to the export of the Yahoo Properties, and all withholding
taxes that may be required by either the Japanese or the United States
governments under the relevant tax laws and treaties, all of which taxes shall
be paid by Yahoo.  All Fees paid by YJC to Yahoo hereunder shall be exclusive of
all sales, goods and services, use and other similar taxes imposed by any
governmental authority concerning the use of the Yahoo Properties in accordance
with this Agreement, all of which taxes shall be paid by YJC.

6.5 WITHHOLDING. If any Japanese withholding taxes are imposed on payments to
Yahoo by YJC under this Article 6, YJC shall withhold such amounts, pay the same
to the Japanese tax authority, and promptly furnish Yahoo with appropriate
documentation of the amounts so withheld as soon as practicable.  The parties
shall cooperate to make any necessary filings to


                                         -12-


<PAGE>

utilize the lowest withholding rate available under any treaty between Japan and
the United States.

6.6 AUDITING RIGHTS.  To ensure compliance with the terms of this Agreement,
Yahoo shall have the right, at its own expense, to direct an independent
certified public accounting firm to inspect and audit all of the accounting and
sales books and records of YJC which are relevant to Fees payable to Yahoo;
PROVIDED, HOWEVER, that:  (i) Yahoo provides fifteen (15) business days notice
prior to such audit; (ii) any such inspection and audit shall be conducted
during regular business hours in such a manner as not to interfere with normal
business activities; (iii) in no event shall audits be made hereunder more
frequently than once (1) per calendar year; (iv) if any audit should disclose an
underpayment by YJC, YJC shall promptly pay such amount to the other party; and
(v) the reasonable fees and expenses relating to of any audit which reveals an
underpayment in excess of five percent (5%) of the amount owing for the
reporting period in question shall be borne entirely by YJC.

                     ARTICLE 7:  REPRESENTATIONS AND WARRANTIES
                     ------------------------------------------

7.1 MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and warrants
to the other party that:

    (i)  such party has been duly incorporated and is validly existing under
the laws such party is incorporated;

    (ii) such party has the full corporate right, power and authority to enter
into this Agreement and to perform the acts required of it hereunder;

    (iii)     the execution of this Agreement by such party, and the
performance by such party of its obligations and duties hereunder, do not and
will not violate any agreement to which such party is a party or by which it is
otherwise bound;

    (iv) when executed and delivered by such party, this Agreement will
constitute the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms; and

    (v)  such party acknowledges that the other party makes no representations,
warranties or agreements related to the subject matter hereof that are not
expressly provided for in this Agreement.

7.2 YJC REPRESENTATIONS AND WARRANTIES. In addition to the representations and
warranties of Section 7.1 hereto, YJC further represents and warrants:

    (i)  the Components and Local Content which YJC includes in or associates
with Yahoo Japan do not and shall neither: (i) infringe on or violate any
copyright, U.S. patent or any other proprietary right of any third party; nor
(ii) violate any applicable law, regulation or third party right;


                                         -13-


<PAGE>

    (ii) YJC's performance of this Agreement shall comply in all material
respects with, and shall neither contravene, breach nor infringe, any laws or
regulations of Japan; and

    (iii)     the Local Content provided by YJC shall not contain any obscene
or defamatory materials, information, data or content.

7.3 YAHOO REPRESENTATIONS AND WARRANTIES.  In addition to the representations
and warranties of Section 7.1 hereto, Yahoo further represents and warrants:

    (i)  the Components which Yahoo includes in or associates with Yahoo Japan
do not and shall neither: (i) infringe on or violate any copyright, U.S. patent
or any other proprietary right of any third party; nor (ii) violate any
applicable law, regulation or third party right;

    (ii) the Yahoo Japan Site shall operate and function substantially at the
level of performance at which Yahoo's principal site for Yahoo Service operates
and functions in the United States;

    (iii)     Yahoo has sufficient right, title and ownership of all
Intellectual Property rights being licensed to YJC pursuant to this Agreement,
without infringement of the rights of third parties, and with respect to any
third party materials being licensed to YJC hereunder, solely to the extent that
Yahoo has received a warranty and representation from such third party; and

    (iv) Yahoo has not granted, conveyed or otherwise provided any other Entity
with the right to create, commercially exploit, or otherwise use a version of
the Yahoo Properties specifically designed for the Japanese market, except for
those rights granted to:  (x) Ziff-Davis Publishing Company pursuant to an
agreement to be executed and delivered between Yahoo and Ziff-Davis Publishing
Company with respect to YAHOO! INTERNET LIFE magazine and related products; (y)
IDG Books Worldwide, Inc., pursuant to the agreement between Yahoo and IDG Books
Worldwide, Inc., dated June 2, 1995, with respect to books and related products;
and (z) those companies stated in Section 2.7 hereto.

          ARTICLE 8:  LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION
          ----------------------------------------------------------------

8.1 LIABILITY.  EXCEPT AS PROVIDED IN SECTION 8.3, UNDER NO CIRCUMSTANCES SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS.

8.2 NO ADDITIONAL WARRANTIES.  EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR


                                         -14-


<PAGE>

FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE.


                                         -15-


<PAGE>

8.3 INDEMNIFICATION.


    8.3.1     YAHOO INDEMNITY.  Subject to the limitations set forth below,
Yahoo, at its own expense, shall indemnify, defend (or at Yahoo's option and
expense, settle, provided that Yahoo provides YJC with prior notice of any
settlement that will significantly impact YJC's rights hereunder) and hold YJC
and any YJC Affiliates and their officers, directors, employees, agents,
distributors and licensees (the "YJC INDEMNIFIED PARTY(IES)") harmless from and
against any judgment, losses, deficiencies, damages, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses), whether required to be paid to a third party or otherwise incurred in
connection with or arising from any claim, suit, action or proceeding
(collectively, a "CLAIM"), against a YJC Indemnified Party to the extent the
basis of such Claim is that:  (i) the Yahoo Properties infringe any Intellectual
Property Rights of a third party; (ii) Yahoo does not have the right to license
the Yahoo Properties as set forth herein; (iii) Yahoo has materially breached
any of its duties, representations or warranties under this Agreement; or (iv) a
third party has been or may be injured or damaged in any way by any defamation,
libel, slander or similar wrongful action arising from the Yahoo Properties;
PROVIDED, HOWEVER, that Yahoo shall have no obligation to the YJC Indemnified
Parties pursuant to this Section unless: (x) YJC gives Yahoo prompt written
notice of the Claim; (y) Yahoo is given the right to control and direct the
investigation, preparation, defense and settlement of the Claim; and (z) YJC
provides Yahoo with reasonable assistance in the defense or settlement thereof;
and provided further that if any settlement results in any ongoing liability to,
or prejudices or detrimentally impacts YJC or any YJC Affiliate, and such
obligation, liability, prejudice or impact can reasonably be expected to be
material, then such settlement shall require YJC's written consent, which
consent shall not be unreasonably withheld or delayed.  In connection with the
defense of any such Claim, each YJC Indemnified Party may have its own counsel
in attendance at all public interactions and substantive negotiations at its own
cost and expense.

    8.3.2     NO YAHOO LIABILITY.  Notwithstanding the foregoing, Yahoo assumes
no liability for infringement claims arising from:  (i) a combination of the
Yahoo Properties or any part thereof with other Components not provided by Yahoo
where such infringement would not have arisen from the use of the Yahoo
Properties or portion thereof absent such combination; or (ii) modification of
the Yahoo Properties or portion thereof by anyone other than Yahoo or on its
behalf where such infringement would not have occurred but for such
modifications.

    8.3.3     YAHOO LIABILITY.  If Yahoo receives notice of an alleged
infringement relating to the Yahoo Properties, Yahoo, at its option and expense,
shall use all reasonable efforts to:  (i) obtain a license at no cost to YJC
permitting continued use of the Yahoo Properties on terms and conditions
consistent with the rights granted to YJC hereunder; (ii) modify the infringing
portion of the Yahoo Properties to perform its intended function without
infringing third party rights; or (iii) provide a substitute for such infringing
portion.  If none of the foregoing options are reasonably available to Yahoo,
then upon written notice by Yahoo to YJC, YJC shall thereupon take the necessary
action to discontinue further distribution of the Yahoo Properties to the extent
that and only for so long as such use would be infringing, with an appropriate
adjustment in Fees.  Notwithstanding the foregoing, this Agreement shall remain
in full force and effect in accordance with the terms hereof with respect to all
noninfringing portions of the Yahoo


                                         -16-


<PAGE>

Properties; PROVIDED, HOWEVER, that YJC shall be entitled to terminate this
Agreement and/or seek damages as a result of any material discontinuation.

    8.3.4     YJC INDEMNIFICATION.  Subject to the limitations set forth below,
YJC, at its own expense, shall indemnify, defend (or at YJC's option and
expense, settle, provided that YJC provides Yahoo with prior notice of any
settlement that will significantly affect Yahoo's rights hereunder) and hold
Yahoo and any Yahoo Affiliates and their officers, directors, employees, agents,
distributors and licensees (the "YAHOO INDEMNIFIED PARTY(IES)") harmless from
and against any judgment, losses, deficiencies, damages, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses), whether required to be paid to a third party or otherwise incurred in
connection with or arising from any Claim against a Yahoo Indemnified Party to
the extent the basis of such Claim is that:  (i) any Yahoo Japan Derivative
Work, or any Local Content infringes any Intellectual Property Rights of a third
party; (ii) YJC does not have the right to license the Local Content as set
forth herein; (iii) YJC has materially breached any of its duties,
representations or warranties under this Agreement; or (iv) a third party has
been or may be injured or damaged in any way by any defamation, libel, slander
or similar wrongful action arising from any Local Content or any Yahoo Japan
Derivative Work; PROVIDED, HOWEVER, that YJC shall have no obligation to the
Yahoo Indemnified Parties pursuant to this Section unless: (x) Yahoo gives YJC
prompt written notice of the Claim; (y) YJC is given the right to control and
direct the investigation, preparation, defense and settlement of the Claim; and
(z) Yahoo provides YJC with reasonable assistance in the defense or settlement
thereof; and provided further that if any settlement results in any ongoing
liability to, or prejudices or detrimentally impacts Yahoo or any Yahoo
Affiliate, and such obligation, liability, prejudice or impact can reasonably be
expected to be material, then such settlement shall require Yahoo's written
consent, which consent shall not be unreasonably withheld or delayed.  In
connection with the defense of any such Claim, each Yahoo Indemnified Party may
have its own counsel in attendance at all public interactions and substantive
negotiations at its own cost and expense.

    8.3.5     NO YJC LIABILITY.  Notwithstanding the foregoing, YJC assumes no
liability for infringement claims arising from:  (i) a combination of the Local
Content or any part thereof with other Components not provided by YJC where such
infringement would not have arisen from the use of the Local Content or portion
thereof absent such combination; or (ii) modification of the Local Content or
Yahoo Japan or any portion thereof by anyone other than YJC or on its behalf
where such infringement would not have occurred but for such modifications.

                                  ARTICLE 9:  TERM
                                  ----------------

9.1 TERM.  Unless earlier terminated as provided herein or unless otherwise
provided in the Joint Venture Agreement, 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 Section
9.2, or (iii) the date of termination of the Joint Venture Agreement OTHER THAN:
(a) as a result of SOFTBANK'S purchase of all shares of YJC from Yahoo; or (b)
as a result of SOFTBANK terminating the Joint Venture Agreement under Section 13
for breach of the Joint Venture Agreement by Yahoo, in which event this
Agreement shall


                                         -17-


<PAGE>

continue perpetually until terminated in accordance with Section9.2 of this
Agreement.  Notwithstanding the foregoing, in the event that, and on the date
that, prior to any other termination hereunder, the common stock of YJC is
publicly traded in Japan or the United States, on a principal stock exchange or
trading system, the licenses granted hereunder shall become exclusive,
worldwide, perpetual (subject to termination under Section 9.2 hereto),
licenses, with the scope of rights and licenses as set forth in Section 2.1
hereto, and all of the terms and conditions of this Agreement shall remain in
full force and effect.

9.2 EARLY TERMINATION.  Either 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 the other party which remains uncured thirty (30)
days after notice of such breach, or (ii)in the event of any bankruptcy,
insolvency, receivership or similar proceeding of the other party which
continues for twenty (20) days from filing.

9.3 RETURN OF INFORMATION.  Within thirty (30) calendar days after the
termination or expiration of this Agreement, each party hereto shall either
deliver to the other, or destroy, all copies of any tangible Confidential
Information of the other party provided hereunder in its possession or under its
control, and shall furnish to the other party an affidavit signed by an officer
of its company certifying that to the best of its knowledge, such delivery or
destruction has been fully effected.

9.4 REMAINING PAYMENT.  Within forty-five (45) calendar days of the expiration
or termination of this Agreement, each party shall pay to the other party all
sums, if any, due and owing as of the date of expiration or termination.

9.5 SURVIVAL.  The respective rights and obligations of the parties under
Sections 1, 2.5, 2.6, 4.3.1, 4.3.3, 4.4, 9.3, 9.4, 9.5 and Articles 5, 7, 8, and
10 shall survive expiration or termination of this Agreement.  No termination or
expiration of this Agreement shall relieve any party for any liability for any
breach of or liability accruing under this Agreement prior to termination.

                             ARTICLE 10:  MISCELLANEOUS
                             --------------------------

10.1     GOVERNING LAW.  This Agreement shall be interpreted and construed in
accordance with the laws of the State of California, with the same force and
effect as if fully executed and performed therein, and the laws of the United
States of America.  Each of YJC and Yahoo hereby consents and submits to the
personal jurisdiction of the United States and state courts of the State of
California, and expressly agrees that the venue for any action arising under
this Agreement shall be the appropirate court sitting within the Northern
District of California.

10.2     AMENDMENT OR MODIFICATION.  This Agreement may not be amended, modified
or supplemented by the parties in any manner, except by an instrument in
writing signed on behalf of each of the parties by a duly authorized officer
or representative.

10.3     NO ASSIGNMENT.  Neither party shall transfer or assign any rights or
delegate any obligations hereunder, in whole or in part, whether voluntarily or
by operation of law, without


                                         -18-


<PAGE>

the prior written consent of the other party.  Any purported transfer,
assignment or delegation by either party without the appropriate prior written
approval shall be null and void and of no force or effect.  Notwithstanding the
foregoing, without securing such prior consent, each party shall have the right
to assign this Agreement or any of its rights or obligations to an Affiliate and
either party shall have the right to assign this Agreement and the obligations
hereunder to any successor of such party by way of merger or consolidation or
the acquisition of substantially all of the business and assets of the assigning
party relating to the Agreement.

10.4     NOTICES.  Except as otherwise provided herein, any notice or other
communication to be given hereunder shall be in writing and shall be (as elected
by the party giving such notice):  (i) personally delivered; (ii) transmitted by
postage prepaid registered or certified airmail, return receipt requested; (iii)
deposited prepaid with a nationally recognized overnight courier service; (iv)
sent via facsimile, with a confirmation copy sent via first class mail; or (v)
sent via electronic mail, with a confirmation copy sent via first class mail.
Unless otherwise provided herein, all notices shall be deemed to have been duly
given on:  (x) the date of receipt (or if delivery is refused, the date of such
refusal) if delivered personally, by courier, or by facsimile; or (y) five (5)
days after the date of posting if transmitted by mail or by electronic mail.
Either party may change its address for notice purposes hereof on not less than
five (5) days prior notice to the other party.  Notice hereunder shall be
directed to a party at the address for such party which is set forth below:

    To Yahoo:      Yahoo! Inc.
                   635 Vaqueros Avenue
                   Sunnyvale, California  94086
                   Attention:  Tim Koogle, President
                   Fax:  (408) 328-3301


    Copy to:       James L. Brock
                   Venture Law Group
                   2800 Sand Hill Road
                   Menlo Park, California  94025
                   Fax (415) 233-8386


    To YJC:        Masayoshi Son
                   Yahoo Japan Corporation
                   3-42-3, Nihonbashi-Hamacho
                   Chuo-ku, Tokyo  103, Japan
                   Fax: 011-813-5641-3400


    Copy to:       Stephen A. Grant
                   Sullivan & Cromwell
                   125 Broad Street, Floor 32
                   New York, NY  10004


                                         -19-


<PAGE>

                   Fax:  (212) 558-3588

10.5     ENTIRE AGREEMENT.  This Agreement represents the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and/or contemporaneous agreements and understandings, written or oral between
the parties with respect to the subject matter hereof.

10.6     WAIVER.  Any of the provisions of this Agreement may be waived by the
party entitled to the benefit thereof.  Neither party shall be deemed, by any
act or omission, to have waived any of its rights or remedies hereunder unless
such waiver is in writing and signed by the waiving party, and then only to the
extent specifically set forth in such writing.  A waiver with reference to one
event shall not be construed as continuing or as a bar to or waiver of any right
or remedy as to a subsequent event.

10.7     WAIVER OF JURY TRIAL.  EACH OF YJC AND YAHOO DO HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY RIGHT ANY PARTY MAY HAVE TO
A JURY TRIAL IN EVERY JURISDICTION IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER PARTY HERETO OR THEIR
RESPECTIVE AFFILIATES, SUCCESSORS OR ASSIGNS IN RESPECT OF ANY MATTER ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND
DELIVERED BY ANY PARTY IN CONNECTION THEREWITH (INCLUDING WITHOUT LIMITATION ANY
ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING
THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR OTHERWISE VOID OR VOIDABLE).

10.8     FEES AND EXPENSES.  Each party shall be responsible for the payment of
its own costs and expenses, including attorneys' fees and expenses, in
connection with the negotiation and execution of this Agreement.

10.9     RECOVERY OF COSTS AND EXPENSES.  If either party to this Agreement
brings an action against the other party to enforce its rights under this
Agreement, the prevailing party shall be entitled to recover its costs and
expenses, including, without limitation, attorneys' fees and costs incurred
in connection with such action, including any appeal of such action.

10.10    SEVERABILITY.  If the application of any provision or provisions of
this Agreement to any particular facts of circumstances shall be held to be
invalid or unenforceable by any court of competent jurisdiction, then:  (i) the
validity and enforceability of such provision or provisions as applied to any
other particular facts or circumstances and the validity of other provisions of
this Agreement shall not in any way be affected or impaired thereby; and (ii)
such provision or provisions shall be reformed without further action by the
parties hereto and only to the extent necessary to make such provision or
provisions valid and enforceable when applied to such particular facts and
circumstances.


                                         -20-


<PAGE>

10.11    OTHER AGREEMENTS.  Neither party shall agree to any contractual
provision or term in any agreement with any third party which contains a
provision or term which cause such party to be in breach of or violates this
Agreement.

10.12    NO DISCLOSURE.  Without the prior written consent of the other party,
neither party shall, in any manner, disclose, advertise, or publish the terms
of, or any information concerning, this Agreement; PROVIDED, HOWEVER, that
either party may disclose such portions of this Agreement as may be required by
law, subject to the provisions of Article 5 hereto.

10.13    NO THIRD PARTY BENEFICIARIES.  Nothing express or implied in this
Agreement is intended to confer, nor shall anything herein confer, upon any
person other than the parties and the respective successors or assigns of the
parties, any rights, remedies, obligations or liabilities whatsoever.

10.14    COUNTERPARTS; FACSIMILES.  This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one and the
same instrument.  Each party shall receive a duplicate original of the
counterpart copy or copies executed by it.  For purposes hereof, a facsimile
copy of this Agreement, including the signature pages hereto, shall be deemed to
be an original.  Notwithstanding the foregoing, the parties shall each deliver
original execution copies of this Agreement to one another as soon as
practicable following execution thereof.

    IN WITNESS WHEREOF, the parties to this Agreement by their duly authorized
representatives have executed this Agreement as of the date first above written.

YAHOO JAPAN CORPORATION                YAHOO! INC.


By:                                    By:
    ----------------------------            ----------------------------
    Name:  Masayoshi Son                    Name:  Timothy Koogle
    Title:  President & CEO                 Title:  President


                                         -21-


<PAGE>




                            YAHOO! JAPAN LICENSE AGREEMENT

                                    by and between

                                     YAHOO! INC.

                                         and

                               YAHOO JAPAN CORPORATION


                                    APRIL 1, 1996









                                                                    CONFIDENTIAL




<PAGE>


<PAGE>
Masayahi Son and Masahiro Inoue
SOFTBANK Group


Gentlemen,

This Letter Agreement (the "Agreement") is intended
to confirm the terms of the agreement between SOFTBANK Group ("SOFTBANK") and
Yahoo!, Inc. ("Yahoo!") with respect to the sale of advertising space on the
Yahoo! Main Site (currently residing at http://www.yahoo.com) an other Yahoo!
Related Properties (as defined below).

The terms of the agreement between the parties are as follows:

1.  Purchase of Advertising: SOFTBANK shall purchase from Yahoo! a minimum of
$2,000,000 worth of advertising space for each calendar year that this agreement
remains in effect (commencing with the year ending December 31, 1996). The
purchase of advertising space hereunder may be made by SOFTBANK or any other
entity in which SOFTBANK owns shares of voting stock (a "SOFTBANK Affiliated
Entity"). Subject to availability in accordance with Yahoo's standard procedures
for the acceptance of advertising, such advertising space can be purchased on
either the Yahoo! Main Site or any other Yahoo! Related Property. As used
herein, a "Yahoo! Related Property" means a web site that is owned and operated
by an entity in which Yahoo! owns the majority of the voting stock (e.g.
Yahooligans!).

2.  Rate:  The rate
 charged to SOFTBANK or a SOFTBANK Affiliated Entity for the
advertising space purchased pursuant to this Letter Agreement shall equal the
rate currently in effect for similarly positioned advertising on the Yahoo! Main
Site or the applicable Yahoo! Related Property, XXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXX).
Upon the mutual consent of the parties, the consideration  for the advertising
space purchased hereunder may be paid in services of SOFTBANK or a SOFTBANK
Affiliated Entity.  Such services may include, but are not limited to, tradeshow
services, publication advertising, or television advertising. In the event that
the consideration paid Yahoo! under this Letter Agreement is SOFTBANK services,
such services shall be valued at the lowest then-current rate that the
applicable SOFTBANK entity charges third parties for similar services.

3.  Placement of Advertising Order:  SOFTBANK purchases of advertising space
pursuant to this Letter Agreement shall be made pursuant to Yahoo!'s Standard
Insertion Order and Standard Terms and Conditions for Advertising.

4.  Term:  This Letter Agreement shall become effective on the date of execution
by the parties and shall continue in effect for an initial term ending December
31, 1996.




<PAGE>


Thereafter, this Letter Agreement shall automatically renew for four (4)
additional one (1) year terms, unless terminated by Yahoo! upon written notice
to SOFTBANK within 30 days prior to the termination of the then current term of
Yahoo!'s intent not to renew.

5.  Advertising Exclusive of Other Minimum Requirements:  The advertising space
purchased by SOFTBANK pursuant to this Letter Agreement shall not reduce any
minimum advertising purchase requirements that SOFTBANK or any other SOFTBANK
Affiliated Entity (including, but not limited to, Interactive Marketing, Inc.)
may currently be, or in the future may become, obligated.

6.  Miscellaneous:  The terms of this Letter Agreement will become binding upon
the execution by the parties of the definitive agreements between Yahoo and
SOFTBANK relating to Yahoo! Japan, and neither party will have any liability to
the other under this Letter Agreement unless and until the Yahoo! Japan
agreements are executed. This Letter Agreement shall be governed by and
construed in accordance with California law. This Letter Agreement and its
exhibits are the complete and exclusive agreement between the parties with
respect to the subject matter hereof.

If you are in agreement, please execute this letter below.


Sincerely,

Yahoo! Inc.


By: _______________________

Jerry Yang



Agreed:


SOFTBANK Group

By:  ___________________

Name:

Title:





<PAGE>



                                                                      EXHIBIT 11


                                     YAHOO! INC.

                          COMPUTATION OF NET LOSS PER SHARE



                            THREE MONTHS ENDED            SIX MONTHS ENDED
                        --------------------------    ------------------------
                          JUNE 30,       JUNE 30,       JUNE 30,     JUNE 30,
                            1996         1995 (a)         1996       1995 (a)
                       -----------    -----------    -----------  -----------
NET LOSS               ($1,366,000)     ($355,000)   ($1,285,000)   ($355,000)

WEIGHTED AVERAGE
 NUMBER OF SHARES
 USED IN COMPUTATION:

    COMMON STOCK        26,456,000     10,013,000     22,887,000   10,013,000

    PREFERRED STOCK                     7,738,000                   7,738,000

NUMBER OF COMMON SHARES
 ISSUED IN ACCORDANCE
 WITH STAFF ACCOUNTING
 BULLETIN NO. 83                        4,790,000                   4,790,000

                       -----------    -----------    -----------  -----------
           TOTAL        26,456,000     22,541,000     22,887,000   22,541,000

NET LOSS PER COMMON AND
 COMMON EQUIVALENT
                       -----------    -----------    -----------  -----------
 SHARE                      ($0.05)        ($0.02)        ($0.06)      ($0.02)
                       -----------    -----------    -----------  -----------
                       -----------    -----------    -----------  -----------






(a)  INCLUDES THE COMPANY'S RESULTS FROM MARCH 5, 1995 (INCEPTION) THROUGH JUNE
     30, 1995.


                                          16





<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM YAHOO! INC.
FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      62,954,000
<SECURITIES>                                24,252,000
<RECEIVABLES>                                1,999,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            90,115,000
<PP&E>                                         679,000
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                             105,768,000
<CURRENT-LIABILITIES>                        2,740,000
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        99,000
<OTHER-SE>                                 102,929,000
<TOTAL-LIABILITY-AND-EQUITY>               105,768,000
<SALES>                                              0
<TOTAL-REVENUES>                             5,007,000
<CGS>                                                0
<TOTAL-COSTS>                                  687,000
<OTHER-EXPENSES>                             6,766,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (1,285,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,285,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,285,000)
<EPS-PRIMARY>                                    (.06)
<EPS-DILUTED>                                     0.00
        

</TABLE>