<PAGE>



                        SECURITIES AND EXCHANGE COMMISSION
                                           
                              Washington, D.C. 20549
                                           
                                    FORM 8-K
                                           
       CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                              EXCHANGE ACT OF 1934
                                           
   DATE OF REPORT    July 29, 1997

                                           
                                  __________________
                                           
                                           
                                     YAHOO! INC.
                                           
                (Exact name of registrant as specified in its charter)
                                           
                                       0-26822
                               (Commission File Number)
                                           
            California                         77-0398689
    (State or other jurisdiction of            (I.R.S. Employer incorporation 
      Identification No.)                        or organization)


                                           
                          3400 Central Expressway, Suite 201
                            Santa Clara, California 95051
               (Address of principal executive offices, with zip code)
                                           
                                           
                                    (408) 731-3300
                 (Registrant's telephone number, including area code)
                                           
                                           


<PAGE>


ITEM 5.  OTHER EVENTS

    On July 29, 1997, Yahoo! Inc., a California corporation ("Yahoo!") 
entered into a Restructuring Agreement (the "Restructuring Agreement") with 
Visa International Service Association, Visa Marketplace, Inc., Sterling 
Payot Company and Sterling Payot Capital, L.P. (collectively, the "Visa 
Group").  

    Pursuant to the Restructuring Agreement, the Visa Group released Yahoo! 
from certain obligations and claims, and Yahoo! purchased the Visa Group's 
interest in Yahoo! Marketplace, LLC, a joint venture company formed by Yahoo! 
and certain members of the Visa Group in August 1996. In connection with the 
Restructuring Agreement, Yahoo! issued 466,321 shares of Yahoo! Common Stock 
(the "Shares") to the Visa Group, for which Yahoo! recorded a one-time, 
non-cash, pre-tax charge of $21,245,000 in the second quarter ended June 30, 
1997.

    Pursuant to the Restructuring Agreement, Yahoo! also granted certain 
registration rights to the Visa Group with respect to the Shares. The Company 
has agreed to file a Registration Statement on Form S-3 with respect to the 
Shares on or before August 8, 1997 and to keep such Registration Statement 
effective until the earlier of (i) July 29, 1998 and (ii) the sale of all of 
the Shares thereunder. The Company also has agreed to use its best efforts to 
ensure that the Visa Group shall have five (5) trading days available to sell 
the Shares prior to September 30, 1997 and will ensure that the Visa Group 
shall have twenty (20) trading days available to sell the Shares during each 
calendar quarter from the effective date of such Registration Statement until 
July 29, 1998 (prorated for partial quarters).


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL 
INFORMATION AND EXHIBITS.

    (c)  EXHIBITS.

    
    4.1       Restructuring Agreement dated as of July 29, 1997 among the
              Registrant, Visa International Service Association, Visa
              Marketplace, Inc., Sterling Payot Company and Sterling Payot
              Capital, L.P.  


                                        2


<PAGE>



                                    SIGNATURES
                                           
Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                         YAHOO! INC.


Date: August 4, 1997                     By: /s/ Gary Valenzuela
                                            ----------------------------------
                                             Gary Valenzuela
                                             Senior Vice President, Finance and
                                             Administration, and Chief 
                                             Financial Officer (Principal 
                                             Financial Officer)

                                        3


<PAGE>


                                     YAHOO! INC.
                                           

                                  INDEX TO EXHIBITS
                                           
                                           

Exhibit Number                     Description
- --------------                     -----------
    4.1       Restructuring Agreement dated as of July 29, 1997 among the
              Registrant, Visa International Service Association, Visa
              Marketplace, Inc., Sterling Payot Company and Sterling Payot
              Capital, L.P.

                                        4






<PAGE>


                                                                 Exhibit 4.1

                              RESTRUCTURING AGREEMENT

    THIS RESTRUCTURING AGREEMENT ("AGREEMENT") is entered into as of July 29, 
1997 (the "EFFECTIVE DATE"), by and between:

    (i)  Yahoo! Inc., a California corporation ("YAHOO");

   (ii)  Visa Marketplace, Inc., a Delaware corporation ("VISA");

  (iii)  Visa International Service Association, a Delaware corporation ("VISA
         INTERNATIONAL");

   (iv)  Sterling Payot Company, a Delaware corporation ("SPC"); and

    (v)  Sterling Payot Capital, L.P., a California limited partnership 
         ("STERLING PAYOT", and together with Yahoo, Visa, Visa 
         International and SPC, the "PARTIES").

                                      BACKGROUND

    Yahoo, Visa and Sterling Payot are parties to a Limited Liability Company 
Agreement dated as of August 26, 1996 (the "LLC AGREEMENT"), with respect to 
the formation of Yahoo! MarketPlace, L.L.C., a Delaware limited liability 
company (the "COMPANY").  (All capitalized terms not otherwise defined herein 
shall have the meanings given them in the LLC Agreement.)

    Yahoo, Visa International and the Company are parties to an Operating 
Agreement dated as of August 26, 1996 (the "OPERATING AGREEMENT"), pursuant 
to which Yahoo and Visa International entered into certain agreements 
relating to the Company and its operations.

    Visa International, Sterling Payot and SPC entered
 into a Yahoo! 
MarketPlace Co-Investment Agreement dated as of March 27, 1997 (the 
"Co-Investment Agreement") pursuant to which Visa International, Sterling 
Payot and SPC entered into certain agreements relating to the Company.

    Yahoo desires to purchase Visa's and Sterling Payot's respective 
Percentage Interests in the Company, and each of Visa and Sterling Payot 
desire to sell such Percentage Interests to Yahoo; and the Parties desire in 
such regard that the Operating Agreement will be terminated.

    Certain disputes and claims have arisen among the Parties with respect to 
the interpretation of and the Parties' respective performance under the 
Operating Agreement and the LLC Agreement; and the Parties desire to resolve 
such disputes and claims, and to release each other from further liability 
with respect thereto.



<PAGE>

    On this basis, and in consideration of the mutual agreements set forth in 
this Agreement, the Parties have agreed as follows:

                                      AGREEMENT
                                           
1.  CONSIDERATION TO VISA GROUP.

    1.1  ISSUANCE OF YAHOO COMMON STOCK.  As full payment for the transfer to 
Yahoo of Visa's and Sterling Payot's Percentage Interests, and in 
consideration for all of Visa's and Sterling Payot's other obligations under 
this Agreement, Yahoo has issued to Visa and Sterling Payot in the aggregate 
the number of fully paid and non-assessable shares of Common Stock of Yahoo 
(collectively, the "SHARES") equal to (i) twenty-two million five hundred 
thousand dollars ($22,500,000), divided by (ii) the last sale price of the 
Yahoo Common Stock on the NASDAQ Stock Market on the Effective Date (the 
"CLOSING PRICE"). The total number of Shares shall be rounded down to the 
nearest whole Share. The Shares shall be allocated as between Visa and 
Sterling Payot in accordance with their written instructions.

    Certificates representing the Shares will be delivered by Yahoo to Visa 
and Sterling Payot within five (5) business days from the Effective Date.

    1.2  ALLOCATION OF CONSIDERATION.  The Parties agree that the total 
consideration paid by Yahoo hereunder is allocated as follows:  The purchase 
of Percentage Interests from the Visa Group represents in the aggregate four 
hundred fifty thousand dollars ($450,000), representing the return of their 
initial capital contributions to the Company; and the resolution of claims, 
the releases set forth herein, the termination of certain agreements and the 
other obligations of Visa and Sterling Payot hereunder represents, in the 
aggregate twenty-two million fifty thousand dollars ($22,050,000).

    1.3  DEFINITION OF SHARE GROUPS.  For the purposes of this Agreement, the 
Shares shall be deemed to be in the following separate groups:  "FIRST GROUP 
SHARES" shall mean the number of Shares equal to $12,500,000 divided by the 
Closing Price; "SECOND GROUP SHARES" shall mean the number of Shares equal to 
$5,000,000 divided by the Closing Price; and "THIRD GROUP SHARES" shall mean 
the number of Shares equal to $5,000,000 divided by the Closing Price; in 
each case rounding down to the nearest whole share.  In the event that as a 
result of rounding the total of the First Group Shares, Second Group Shares 
and Third Group Shares under the foregoing formulas does not equal the total 
number of shares provided in Section 1.1, an appropriate adjustment will be 
made to the number of First Group Shares.  In each case, the number of such 
Shares also shall be appropriately adjusted for any stock split, reverse 
stock split, stock dividend, combination or similar event affecting the Yahoo 
Common Stock after the Effective Date.  The allocation of Shares among the 
First Group Shares, Second Group Shares and Third Group Shares shall apply 
pro rata to Shares held by Visa and Sterling Payot based upon the total 
number of Shares initially issued to each of them.

2.  DISPOSITION OF INTERESTS IN THE COMPANY AND RELATED MATTERS.

                                        2


<PAGE>


    2.1  TRANSFER OF PERCENTAGE INTERESTS.  Effective upon execution and 
delivery of this Agreement, each of Visa and Sterling Payot hereby 
irrevocably conveys and assigns to Yahoo all of their right, title and 
interest in the Company, including, without limitation, all Percentage 
Interests held by Visa and Sterling Payot pursuant to the LLC Agreement.  
Visa and Sterling Payot acknowledge and agree that after the Effective Date 
they shall have no equity or other interest of any kind in the Company.

    2.2  TERMINATION OF THE OPERATING AGREEMENT.  Yahoo and Visa 
International hereby agree that, pursuant to Section 9.2(iv) of the Operating 
Agreement, the Operating Agreement is terminated in its entirety, and that 
none of the parties hereto shall have any obligation or liability of any kind 
under the Operating Agreement, notwithstanding the provisions of Section 9.4 
of the Operating Agreement.

    2.3  TERMINATION OF THE CO-INVESTMENT AGREEMENT.  Sterling Payot, SPC and 
Visa International hereby agree that the Co-Investment Agreement is 
terminated in its entirety, and none of such parties shall have any 
obligation or liability of any kind under the Co-Investment Agreement.

3.  MUTUAL RELEASE.

    3.1  RELEASE BY VISA AND VISA INTERNATIONAL.  Each of Visa and Visa 
International and each of their officers, directors, shareholders, partners, 
employees, agents, attorneys, predecessors, successors, parents, affiliates, 
subsidiaries, related companies, transferees, assigns, administrators, heirs, 
servants, and representatives, hereby release each of Yahoo, SPC, and 
Sterling Payot, and each of their officers, directors, shareholders, 
partners, employees, agents, attorneys, predecessors, successors, parents, 
affiliates, subsidiaries, related companies, licensees, business partners, 
transferees, assigns, administrators, heirs, servants, and representatives, 
of and from any and all claims, responsibilities, duties, obligations, 
demands, costs, expenses, debts, sums of money, accounts, losses, damages, 
actions and causes of action, or liabilities of whatsoever character, nature, 
kind, or designation (in law or in equity, absolute or contingent, matured or 
unmatured, known or unknown, discoverable or undiscoverable, past or present, 
liquidated or unliquidated), based on or arising out of any matter, fact or 
thing (including but not limited to any claim or demand) relating to or 
arising from the LLC Agreement, the Operating Agreement and (in the case of 
SPC and Sterling Payot) the Co-Investment Agreement; provided, however, that 
nothing contained herein shall relieve or discharge any party of or from any 
of its obligations under this Agreement.

    3.2  RELEASE BY YAHOO.  Yahoo and its officers, directors, shareholders, 
employees, agents, attorneys, predecessors, successors, parents, affiliates, 
subsidiaries, related companies, transferees, assigns, administrators, heirs, 
servants, and representatives, hereby release each of Visa, Visa 
International and Sterling Payot, and each of their respective officers, 
directors, shareholders, partners, employees, agents, attorneys, 
predecessors, successors, parents, affiliates, subsidiaries, related 
companies, licensees, business partners, transferees, assigns, 
administrators, heirs, servants, and representatives, of and from any and all 
claims, responsibilities, duties, obligations, demands, costs, expenses, 
debts, sums of money, accounts, losses, damages, actions 

                                        3


<PAGE>

and causes of action, or liabilities of whatsoever character, nature, kind, 
or designation (in law or in equity, absolute or contingent, matured or 
unmatured, known or unknown, discoverable or undiscoverable, past or present, 
liquidated or unliquidated), based on or arising out of any matter, fact or 
thing (including but not limited to any claim or demand) relating to or 
arising from the LLC Agreement or the Operating Agreement; provided, however, 
that nothing contained herein shall relieve or discharge any party of or from 
any of its obligations under this Agreement.

         3.3  RELEASE BY STERLING PAYOT AND SPC.  Sterling Payot and SPC, and 
each of their officers, directors, shareholders, partners, employees, agents, 
attorneys, predecessors, successors, parents, affiliates, subsidiaries, 
related companies, transferees, assigns, administrators, heirs, servants, and 
representatives, hereby release each of Yahoo, Visa and Visa International, 
and each of their respective officers, directors, shareholders, employees, 
agents, attorneys, predecessors, successors, parents, affiliates, 
subsidiaries, related companies, licensees, business partners, transferees, 
assigns, administrators, heirs, servants, and representatives, of and from 
any and all claims, responsibilities, duties, obligations, demands, costs, 
expenses, debts, sums of money, accounts, losses, damages, actions and causes 
of action, or liabilities of whatsoever character, nature, kind, or 
designation (in law or in equity, absolute or contingent, matured or 
unmatured, known or unknown, discoverable or undiscoverable, past or present, 
liquidated or unliquidated), based on or arising out of any matter, fact or 
thing (including but not limited to any claim or demand) relating to or 
arising from the LLC Agreement, the Operating Agreement and (in the case of 
Visa International and Visa) the Co-Investment Agreement; provided, however, 
that nothing contained herein shall relieve or discharge any party of or from 
any of its obligations under this Agreement.

    3.4  WAIVER OF UNKNOWN CLAIMS.  The Parties expressly waive and assume 
the risk of any and all claims for damages or other relief that exist as of 
this date, but of which they may not know or suspect to exist, whether 
through negligence, inadvertence, ignorance, error, or otherwise, and which, 
if known, would materially affect their decision to enter into this 
Agreement.  To this extent, and as a further inducement for this settlement, 
the Parties explicitly waive the provisions of Section 1542 of the Civil Code 
of California (or any comparable federal law or laws of any other state or 
common law principle), which provides:

          "A general release does not extend to claims which the 
          creditor does not know or suspect to exist in his favor at the 
          time of executing the release, which if known by him must have 
          materially affected his settlement with the debtor."

    Without limiting the foregoing, each party shall be deemed to have, and 
by operation of this Agreement shall have, fully, finally, and forever 
settled and released any and all claims, known or unknown, suspected or 
unsuspected, contingent or non-contingent, whether or not concealed or 
hidden, which now exist, or heretofore have existed upon any theory of law or 
equity now existing or coming into existence in the future, including, but 
not limited to, conduct which is negligent, intentional, with or without 
malice, or a breach of any duty, law or rule, without regard to the 
subsequent discovery or existence of such different or additional facts.  
Further, it is understood by each Party that there is a risk that subsequent 
to the execution of this Agreement, it may incur or suffer loss, damage, or 
liability which in some way is caused by or related to matters 

                                        4


<PAGE>

which are the subject of this Agreement.  Further, there is a risk that the 
loss, damage, or liability presently known may be or become greater than such 
Party now expects or anticipates.  Each Party assumes this risk and this 
Agreement shall apply to all such unknown or unanticipated results, as well 
as those known and anticipated.

4.  CERTAIN LIMITATIONS ON RESALE OF THE SHARES.

    4.1  LEGAL RESTRICTIONS ON RESALE.  The Shares shall not be transferable 
in the absence of a registration under the Securities Act of 1933 (the 
"SECURITIES ACT") or an exemption therefrom or in the absence of compliance 
with this Section 4.

    4.2  CERTAIN ADDITIONAL RESTRICTIONS ON RESALE.

         (a)  SECOND GROUP SHARES.  Neither Visa nor Sterling Payot will 
offer, sell, contract to sell, transfer or otherwise dispose of any Second 
Group Shares prior to the first anniversary of the date of this Agreement; 
provided that this restriction shall not apply to and shall terminate upon 
any merger or other transaction which results in the holders of Yahoo voting 
stock prior to such transaction holding in the aggregate less than fifty 
percent (50%) of the voting stock of the surviving entity following such 
transaction.

         (b)  THIRD GROUP SHARES.  Neither Visa nor Sterling Payot will 
offer, sell, contract to sell, transfer or otherwise dispose of any Third 
Group Shares prior to the second anniversary of the date of this Agreement; 
provided that this restriction shall not apply to and shall terminate upon 
any merger or other transaction which results in the holders of Yahoo voting 
stock prior to such transaction holding in the aggregate less than fifty 
percent (50%) of the voting stock of the surviving entity following such 
transaction.

         (c)  PROHIBITION ON CERTAIN RELATED TRANSACTIONS.  The foregoing 
restrictions are expressly agreed to preclude Visa and Sterling Payot from 
engaging in any hedging or other transaction during the specified periods 
that is designed to or reasonably expected to lead to or result in a 
disposition of Second Group Shares or Third Group Shares, as the case may be, 
even if such shares would be disposed of by someone other than Visa or 
Sterling Payot.  Such prohibited hedging or other transactions would include 
without limitation any short sale (whether or not against the box) that is 
not covered by shares other than the Second Group Shares or Third Group 
Shares, as the case may be, or any purchase, sale or grant of any right 
(including without limitation any put or call option) with respect to any 
shares of Yahoo Common Stock or with respect to any security (other than a 
broad based market basket or index) that includes, relates to or derives any 
significant part of its value from the Second Group Shares or the Third Group 
Shares, as the case may be.

         (d)  NO PROHIBITION ON DISTRIBUTION TO PARTNERS.  Notwithstanding 
the foregoing, any holder of Shares that is a partnership or limited 
liability company may distribute some or all of its Shares to its partners or 
members at any time so long as each recipient of such distribution expressly 
assumes in a writing delivered to Yahoo all of the obligations in respect of 
such Shares hereunder as would have applied to the transferor in the absence 
of such distribution.  

                                        5


<PAGE>

    4.3  RESTRICTIVE LEGENDS; STOP TRANSFER ORDERS.

         (a)  SECURITIES ACT LEGEND.  Each certificate representing Shares 
shall bear substantially the following legends (in addition to any legends 
required under applicable securities laws):

     "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR 
     INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 
     1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF 
     SUCH REGISTRATION OR AN EXEMPTION THEREFROM."

    The foregoing legend will be removed from a certificate if (i) with 
respect to any particular sale of Shares, Yahoo receives an opinion of 
counsel reasonably satisfactory to Yahoo that such sale of Shares complies 
fully with Rule 144 under the Securities Act, or (ii) in Yahoo's opinion the 
Shares represented by such certificates are available for resale pursuant to 
Rule 144(k) under the Securities Act, or (iii) such Shares are sold pursuant 
to an effective registration statement with the United States Securities and 
Exchange Commission ("SEC").

         (b)  AGREEMENT LEGENDS.  So long as any Shares shall be subject to 
any other restrictions on resale pursuant to this Agreement, the certificates 
representing such Shares shall also bear the following legend:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO 
     CERTAIN RESTRICTIONS ON SALE, TRANSFER OR ASSIGNMENT, PURSUANT 
     TO THE RESTRUCTURING AGREEMENT BETWEEN YAHOO! INC., VISA 
     MARKETPLACE, INC., VISA INTERNATIONAL AND STERLING PAYOT 
     CAPITAL, L.P."

         (c)  STOP TRANSFER ORDERS.  So long as the foregoing restrictions on 
resale remain in effect, Visa and Sterling Payot agree and consent to the 
entry of stop-transfer instructions with Yahoo's transfer agent against the 
transfer of Shares except in compliance with this Agreement.

    4.4  REPORTING.  With a view to making available to the holders the 
benefits of Rule 144 promulgated under the Securities Act and any other rule 
or regulation of the SEC that may at any time permit Visa and Sterling Payot 
to sell Shares to the public without registration, Yahoo hereby covenants and 
agrees to use all reasonable efforts to:  (i) make and keep public 
information available, as those terms are understood and defined in Rule 144, 
at all times after the Effective Date; (ii) file with the SEC in a timely 
manner all reports and other documents required of Yahoo under the Securities 
Act and Securities Exchange Act of 1934 ("EXCHANGE ACT"); and (iii) furnish 
to Visa or Sterling Payot, as long as such Party owns any Shares, forthwith 
upon request, (A) a written statement by Yahoo that it has complied with the 
reporting requirements of Rule 144, the Securities Act and the Exchange Act, 
(B) a copy of the most recent annual or quarterly report of Yahoo, and (C) 
such other information as may be reasonably requested in order to avail such 


                                        6


<PAGE>


Party of any rule or regulation of the SEC that permits the selling of any 
such Registrable Securities without registration.

5.  REGISTRATION OF THE FIRST GROUP SHARES.

    5.1  REGISTRATION STATEMENT.  Within ten (10) days following the 
Effective Date, Yahoo shall prepare and file a shelf registration statement 
on Form S-3 (or its equivalent) (the "REGISTRATION STATEMENT") to register 
the First Group Shares ("REGISTRABLE SECURITIES") for resale under the 
Securities Act and thereafter shall use all reasonable efforts to secure the 
effectiveness of the Registration Statement.

    5.2  REGISTRATION EXPENSES.  Yahoo shall pay all Registration Expenses 
and Selling Expenses (each as defined below) in connection with any 
registration, qualification or compliance hereunder, and the holders of 
Registrable Securities (each a "HOLDER") shall pay all other expenses that 
are not Registration Expenses or Selling Expenses relating to the Registrable 
Securities resold by such Holder. "REGISTRATION EXPENSES" shall mean all 
expenses, except for Selling Expenses, incurred by Yahoo in complying with 
the registration provisions herein described, including, without limitation, 
all registration, qualification and filing fees, printing expenses, escrow 
fees, fees and disbursements of counsel for Yahoo, blue sky fees and expenses 
and the expense of any special audits incident to or required by any such 
registration.  "SELLING EXPENSES" shall mean all selling commissions charged 
by Goldman, Sachs & Co., stock transfer taxes applicable to the Registrable 
Securities and the reasonable cost of one legal counsel to represent the 
Holders (up to a maximum of $10,000).

    5.3  ONGOING COVENANTS.  In the case of any registration effected by 
Yahoo pursuant to these registration provisions, Yahoo will use all 
reasonable efforts to:

         (a)  Keep such registration effective until the first anniversary of 
the Effective Date, or if earlier, until the date on which all First Group 
Shares have been sold;

         (b)  Subject to Section 5.4, prepare and file with the SEC such 
amendments and supplements to the Registration Statement and the prospectus 
used in connection with the Registration Statement as may be necessary to 
comply with the provisions of the Securities Act with respect to the 
disposition of all securities covered by the Registration Statement;

         (c)  Furnish such number of prospectuses and other documents 
incident thereto, including any amendment of or supplement to the prospectus, 
as a Holder from time to time may reasonably request; 

         (d)  Use all reasonable efforts to register and qualify the 
securities covered by the Registration Statement under such other securities 
or Blue Sky laws of such jurisdictions as shall be reasonably requested by 
the Holders, provided that Yahoo shall not be required in connection 
therewith or as a condition thereto to qualify to do business or to file a 
general consent to service of process in any such states or jurisdictions;

                                        7


<PAGE>

         (e)  Cause all Registrable Securities (and all other Shares) to be 
listed on each securities exchange and quoted on each quotation service on 
which similar securities issued by Yahoo are then listed or quoted; and 

         (f)  Make available to its security holders, as soon as reasonably 
practicable, an earnings statement covering the period of at least twelve 
months, but not more than eighteen months, beginning with the first month 
after the effective date of the Registration Statement, which earnings 
statement shall satisfy the provisions of Section 11(a) of the Securities Act.

    5.4  PROCEDURES FOR SALE OF SHARES UNDER REGISTRATION STATEMENT.

         (a)  NOTICE AND APPROVAL.  If any Holder shall propose to sell any 
Registrable Securities pursuant to the Registration Statement, it shall 
notify Yahoo of its intent to do so at least two (2) full trading days prior 
to such sale, and the provision of such notice to Yahoo shall conclusively be 
deemed to reestablish and reconfirm an agreement by such Holder to comply 
with the registration provisions set forth in this Agreement.  Unless 
otherwise specified in such notice, such notice shall be deemed to constitute 
a representation that any information previously supplied by such Holder 
expressly for inclusion in the Registration Statement (as the same may have 
been superseded by subsequent such information) is accurate as of the date of 
such notice.  At any time within such two (2) trading-day period, Yahoo may 
refuse to permit the Holder to resell any Registrable Securities pursuant to 
the Registration Statement; provided, however, that in order to exercise this 
right, Yahoo must deliver a certificate in writing to the Holder to the 
effect that a delay in such sale is necessary because a sale pursuant to the 
Registration Statement in its then-current form without the addition of 
material, non-public information about Yahoo, could constitute a violation of 
the federal securities laws.  Notwithstanding the foregoing, (i) Yahoo will 
use its best efforts to ensure that the Holders shall have at least five (5) 
trading days available to sell Registrable Securities prior to September 30, 
1997 (in light of factors such as the timing of any required review of the 
Registration Statement by the Securities and Exchange Commission), and (ii) 
Yahoo will ensure that in any event the Holders shall have at least twenty 
(20) trading days (prorated for partial quarters) available to sell 
Registrable Securities during each calendar quarter (or portion thereof) from 
October 1, 1997 until the first anniversary of the Effective Date.

         (b)  DELIVERY OF PROSPECTUS.  For any offer or sale of any of the 
Registrable Securities by a Holder in a transaction that is not exempt under 
the Securities Act, the Holder, in addition to complying with any other 
federal securities laws, shall deliver a copy of the final prospectus (or 
amendment of or supplement to such prospectus) of Yahoo covering the 
Registrable Securities in the form furnished to the Holder by Yahoo to the 
purchaser of any of the Registrable Securities on or before the settlement 
date for the purchase of such Shares.

         (c)  COPIES OF PROSPECTUSES.  Subject to the provisions of this 
Section 5.4, when a Holder is entitled to sell and gives notice of its intent 
to sell Registrable Securities pursuant to the Registration Statement, Yahoo 
shall, within two (2) trading days following the request, furnish to such 
Holder a reasonable number of copies of a supplement to or an amendment of 
such prospectus as may be necessary so that, as thereafter delivered to the 

                                        8


<PAGE>

purchasers of such Registrable Securities, such prospectus shall not as of 
the date of delivery to the Holder include an untrue statement of a material 
fact or omit to state a material fact required to be stated therein or 
necessary to make the statements therein not misleading or incomplete in the 
light of the circumstances then existing.

    5.5  ASSIGNMENTS.  Except as provided in Section 4.2(d) or Section 8.4, 
the right to sell Registrable Securities pursuant to the Registration 
Statement described herein may be assigned to any subsequent Holder only with 
Yahoo's prior written consent.  In the event that it is necessary, in order 
to permit a Holder to sell Registrable Securities pursuant to Yahoo's 
Registration Statement, to amend the Registration Statement to name such 
Holder, such Holder shall, upon written notice to Yahoo, be entitled to have 
Yahoo make such amendment as soon as reasonably practicable.  Notwithstanding 
the above provisions relating to Registration Expenses, in the event that 
such an amendment is requested, the Holder shall, at the request of Yahoo, be 
obligated to reimburse Yahoo for reasonable Registration Expenses incurred by 
it in connection with such amendment.

    5.6  INDEMNIFICATION.

         (a)  INDEMNIFICATION BY YAHOO.  To the extent permitted by law, 
Yahoo will indemnify and hold harmless each Holder, any underwriter (as 
defined in the Securities Act) for such Holder, its officers, directors, 
shareholders or partners and each person, if any, who controls such Holder or 
underwriter within the meaning of the Securities Act or the Exchange Act, 
against any losses, claims, damages, or liabilities (joint or several) to 
which they may become subject under the Securities Act, the Exchange Act or 
other federal or state law, insofar as such losses, claims, damages, or 
liabilities (or actions in respect thereof) arise out of or are based upon 
any of the following statements, omissions or violations (collectively a 
"VIOLATION"):  (A) any untrue statement or alleged untrue statement of a 
material fact contained in the Registration Statement, including any 
preliminary prospectus or final prospectus contained therein or any 
amendments or supplements thereto, (B) the omission or alleged omission to 
state therein a material fact required to be stated therein, or necessary to 
make the statements therein not misleading, or (C) any violation or alleged 
violation by Yahoo of the Securities Act, the Exchange Act, any state 
securities law or any rule or regulation promulgated under the Securities 
Act, the Exchange Act or any state securities law; and Yahoo will pay to each 
such Holder, underwriter or controlling person, any legal or other expenses 
reasonably incurred by them in connection with investigating or defending any 
such loss, claim, damage, liability, or action; provided, however, that the 
indemnity agreement contained in this Section 5.6(a) shall not apply to 
amounts paid in settlement of any such loss, claim, damage, liability, or 
action if such settlement is effected without the consent of Yahoo; nor shall 
Yahoo be liable in any such case for any such loss, claim, damage, liability, 
or action to the extent that it arises out of or is based upon (i) a 
Violation which occurs in reliance upon and in conformity with written 
information furnished expressly for use in connection with such registration 
by any such Holder, or (ii) a Violation that would not have occurred if such 
Holder had delivered to the purchaser the version of the Prospectus most 
recently provided by Yahoo to the Holder as of the date of such sale.

                                        9


<PAGE>


         (b)  INDEMNIFICATION BY HOLDERS.  To the extent permitted by law, 
each selling Holder will indemnify and hold harmless Yahoo, each of its 
directors, each of its officers who has signed the Registration Statement, 
each person, if any, who controls Yahoo within the meaning of the Securities 
Act, any underwriter, any other Holder selling securities pursuant to the 
Registration Statement and any controlling person of any such underwriter or 
other Holder, against any losses, claims, damages, or liabilities (joint or 
several) to which any of the foregoing persons may become subject, under the 
Securities Act, the Exchange Act or other federal or state law, insofar as 
such losses, claims, damages, or liabilities (or actions in respect thereto) 
arise out of or are based upon any Violation (which includes without 
limitation the failure of the Holder to comply with the prospectus delivery 
requirements under the Securities Act, and the failure of the Holder to 
deliver the most current prospectus provided by Yahoo prior to such sale), in 
each case to the extent (and only to the extent) that such Violation occurs 
in reliance upon and in conformity with written information furnished by such 
Holder expressly for use in connection with such registration or such 
Violation is caused by the Holder's failure to deliver to the purchaser of 
the Holder's Shares a prospectus (or amendment or supplement thereto) that 
had been made available to the Holder by Yahoo; and each such Holder will 
pay, any legal or other expenses reasonably incurred by any person intended 
to be indemnified pursuant to this Section 5.6(b), in connection with 
investigating or defending any such loss, claim, damage, liability, or 
action; provided, however, that the indemnity agreement contained in this 
Section 5.6(b) shall not apply to amounts paid in settlement of any such 
loss, claim, damage, liability or action if such settlement is effected 
without the consent of the Holder, which consent shall not be unreasonably 
withheld. The aggregate indemnification and contribution liability of each 
Holder under this Section 5.6 shall not exceed the gross proceeds received by 
such Holder in connection with sale of Shares pursuant to the Registration 
Statement.

         (c)  INDEMNIFICATION PROCEDURES.  Promptly after receipt by an 
indemnified party under this Section 5.6 of notice of the commencement of any 
action (including any governmental action), such indemnified party will, if a 
claim in respect thereof is to be made against any indemnifying party under 
this Section 5.6, deliver to the indemnifying party a written notice of the 
commencement thereof and the indemnifying party shall have the right to 
participate in, and, to the extent the indemnifying party so desires, jointly 
with any other indemnifying party similarly noticed, to assume the defense 
thereof with counsel mutually satisfactory to the parties; provided, however, 
that an indemnified party shall have the right to retain separate counsel, at 
the indemnified party's sole expense, to participate in any such action.  The 
failure to deliver written notice to the indemnifying party within a 
reasonable time of the commencement of any such action, if prejudicial to its 
ability to defend such action, shall relieve such indemnifying party of any 
liability to the indemnified party under this Section 5.6, but the omission 
so to deliver written notice to the indemnifying party will not relieve it of 
any liability that it may have to any indemnified party otherwise than under 
this Section 5.6.

         (d)  CONTRIBUTION.  If the indemnification provided for in this 
Section 5.6 is held by a court of competent jurisdiction to be unavailable to 
an indemnified party with respect to any loss, liability, claim, damage, or 
expense referred to therein, then the indemnifying party, in lieu of 
indemnifying such indemnified party hereunder, shall contribute to the amount 
paid or payable by such indemnified party as a result of such loss, 
liability, claim, damage, or expense in such 

                                        10


<PAGE>

proportion as is appropriate to reflect the relative fault of the 
indemnifying party on the one hand and of the indemnified party on the other 
in connection with the statements or omissions that resulted in such loss, 
liability, claim, damage, or expense as well as any other relevant equitable 
considerations.  The relative fault of the indemnifying party and of the 
indemnified party shall be determined by reference to, among other things, 
whether the untrue or alleged untrue statement of a material fact or the 
omission to state a material fact relates to information supplied by the 
indemnifying party or by the indemnified party and the parties' relative 
intent, knowledge, access to information, and opportunity to correct or 
prevent such statement or omission.

    5.7  CERTAIN ADDITIONAL AGREEMENTS OF THE HOLDERS.  Prior to and so long 
as the Registration Statement shall remain effective, each Holder shall:

         (a)  Not engage in any stabilization activity in connection with the 
Yahoo Common Stock;

         (b)  Not bid for or purchase any Yahoo Common Stock or any rights to 
acquire Yahoo Common Stock, or attempt to induce any person to purchase any 
of Yahoo Common Stock other than as permitted under the Exchange Act; 

         (c)  Not effect any sale or distribution of Registrable Securities 
until after the Prospectus shall have been appropriately amended or 
supplemented, if required, to set forth the terms thereof; and 

         (d)  Effect all sales of Registrable Securities in broker's 
transactions through broker-dealers acting as agents, in transactions 
directly with market makers or in privately negotiated transaction where no 
broker or other third party (other than the purchaser) is involved.

    5.8  NO SHORT SALES.  Without limiting any other provision of this 
Agreement, no Holder shall engage in any short-sales of Yahoo's Common Stock 
prior to the effectiveness of the Registration Statement, except to the 
extent that any such short-sale is fully covered by freely tradable shares of 
Common Stock of Yahoo.

    5.9  CHANGES IN RULE 144.  In the event that Rule 144 shall be amended or 
terminated such that Rule 144 is not available for the resale of Shares 
without registration during the second or third twelve month period following 
the Effective Date, Yahoo will use its best efforts to cause the 
effectiveness of Registration Statement to be extended through the third 
anniversary of the Effective Date, and to promptly file and obtain the 
effectiveness of a registration statement covering the resale of the Second 
Group Shares and the Third Group Shares, in each case on the terms and 
conditions set forth in this Section 5.

6.  REPRESENTATIONS AND WARRANTIES OF YAHOO.  Yahoo hereby represents and 
warrants to Visa, Visa International, Sterling Payot and SPC as of the date 
hereof as follows:

    6.1  CORPORATE STATUS AND POWER; AUTHORIZATION. Yahoo is a corporation 
duly organized, validly existing and in good standing under the laws of the 
State of California.  Yahoo has all requisite legal and corporate power and 
has taken all requisite corporate action to execute 

                                        11


<PAGE>

and deliver this Agreement, to sell and issue the Shares and to carry out and 
perform all of its obligations under this Agreement.  This Agreement 
constitutes the legal, valid and binding obligation of Yahoo, enforceable in 
accordance with its terms, except (i) as limited by applicable bankruptcy, 
insolvency, reorganization or similar laws relating to or affecting the 
enforcement of creditors' rights generally and (ii) as limited by equitable 
principles generally.  The execution and delivery of this Agreement does not, 
and the performance of this Agreement and the compliance with the provisions 
hereof and the issuance, sale and delivery of the Shares by Yahoo will not 
materially conflict with, or result in a breach or violation of the terms, 
conditions or provisions of, or constitute a default under, or result in the 
creation or imposition of any lien pursuant to the terms of, the Articles of 
Incorporation or Bylaws of Yahoo or any statute, law, rule or regulation or 
any state or federal order, judgment or decree or any indenture, mortgage, 
lease or other agreement or instrument to which Yahoo, or any of its 
properties, is subject.

    6.2  SHARES.  The Shares when issued in compliance with the provisions of 
this Agreement will be duly authorized, validly issued, fully paid and 
nonassessable.  Based on the representations and warranties of Visa and 
Sterling Payot contained herein, the Shares when issued in compliance with 
the provisions of this Agreement will be issued in compliance with federal 
and state securities laws.  The issuance and delivery of the Shares is not 
subject to preemptive or any other similar rights of the shareholders of 
Yahoo or any liens or encumbrances.

    6.3  SEC DOCUMENTS.  Yahoo has filed all the documents (the "SEC 
DOCUMENTS")  that Yahoo was required to file with the SEC under Sections 13 
or 14(a) of the Exchange Act, prior to the Effective Date.  As of their 
respective filing dates, the SEC Documents complied in all material respects 
with the requirements of the Exchange Act or the Securities Act, as 
applicable.  None of the SEC Documents as of their respective dates contained 
any untrue statement of a material fact or omitted to state a material fact 
required to be stated therein or necessary to make the statements made 
therein, in light of the circumstances under which they were made, not 
misleading.

    6.4  GOVERNMENTAL CONSENTS.  No consent, approval, order or authorization 
of, or registration, qualification, designation, declaration or filing with, 
any federal, state, or local governmental authority on the part of Yahoo is 
required in connection with the consummation of the transactions contemplated 
by this Agreement except for (a) compliance with federal securities laws and 
state "blue sky" laws in the jurisdictions in which Shares are offered and/or 
sold, which compliance will be effected in accordance with such laws, (b) 
filing the Nasdaq National Market Notification Form for listing of additional 
shares, which filing will be effected in accordance with the rules 
thereunder, and (c) filing with the SEC and NASD either a Current Report on 
Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K disclosing the 
terms of the transaction contemplated by this Agreement.  The business of 
Yahoo is not being conducted in violation of any law, ordinance or regulation 
of any governmental entity, except for violations which either singly or in 
the aggregate would not be reasonably likely to have a material adverse 
effect on Yahoo's business, financial condition or results of operations.  

7.  REPRESENTATIONS AND WARRANTIES OF THE VISA GROUP.

                                        12


<PAGE>

    7.1  VISA.  Visa hereby represents and warrants to Yahoo, Sterling Payot 
and SPC as of the date hereof as follows:

         (a)  CORPORATE STATUS AND POWER; AUTHORIZATION.  Visa is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Delaware.  Visa has all requisite legal and corporate 
power and has taken all requisite corporate action to execute and deliver 
this Agreement and to carry out and perform all of its obligations under this 
Agreement.  This Agreement constitutes the legal, valid and binding 
obligation of Visa, enforceable in accordance with its terms, except (i) as 
limited by applicable bankruptcy, insolvency, reorganization or similar laws 
relating to or affecting the enforcement of creditors' rights generally and 
(ii) as limited by equitable principles generally.  The execution and 
delivery of this Agreement does not, and the performance of this Agreement 
and the compliance with the provisions hereof will not materially conflict 
with, or result in a breach or violation of the terms, conditions or 
provisions of, or constitute a default under, or result in the creation or 
imposition of any lien pursuant to the terms of, the Certificate of 
Incorporation or Bylaws of Visa or any statute, law, rule or regulation or 
any state or federal order, judgment or decree or any indenture, mortgage, 
lease or other agreement or instrument to which Visa, or any of its 
properties, is subject.

         (b)  OWNERSHIP OF PERCENTAGE INTERESTS.  Visa owns a thirty percent 
(30%) Percentage Interest in the Company, and Visa has not assigned, pledged 
or otherwise transferred, directly or indirectly, such Percentage Interest, 
and has not entered into any agreement of any kind relating to any such 
assignment, pledge or transfer.  Upon completion of the transfer contemplated 
by this Agreement, Yahoo will own such Percentage Interest free and clear of 
all liens, charges or encumbrances of any kind.

         (c)  INVESTMENT EXPERIENCE. Visa is an "accredited investor" as 
defined in Rule 501(a) under the Securities Act. Visa is aware of Yahoo's 
business affairs and financial condition and has had access to and has 
acquired sufficient information about Yahoo to reach an informed and 
knowledgeable decision to acquire the Shares. Visa has such business and 
financial experience as is required to give it the capacity to protect its 
own interests in connection with the purchase of the Shares.

         (d)  INVESTMENT INTENT. Visa is purchasing the Shares for investment 
for its own account only and not with a view to, or for resale in connection 
with, any "distribution" thereof within the meaning of the Securities Act. 
Visa understands that the Shares have not been registered under the 
Securities Act or registered or qualified under any state securities law in 
reliance on specific exemptions therefrom, which exemptions may depend upon, 
among other things, the bona fide nature of such party's investment intent as 
expressed herein. 

         (e)  REGISTRATION OR EXEMPTION REQUIREMENTS. Visa further 
acknowledges and understands that although the First Group Shares will be 
registered for resale under the Securities Act as provided herein, Visa must 
comply with the prospectus delivery requirements or meet the requirements of 
Rule 144 under the Securities Act in order for such party to sell, transfer 
or otherwise dispose of the Shares.  In addition, Visa further agrees to 
refrain from selling, 

                                        13


<PAGE>

transferring or otherwise disposing of any Shares, or any interest therein, 
in such manner as to cause Yahoo to be in violation of the registration 
requirements of the Securities Act or applicable state securities or blue sky 
laws.

         (f)  NO LEGAL, TAX OR INVESTMENT ADVICE. Visa understands that 
nothing in this Agreement or any other materials presented to such party in 
connection with the receipt of the Shares constitutes legal, tax or 
investment advice. Visa has consulted such legal, tax and investment advisors 
as such party, in its sole discretion, has deemed necessary or appropriate in 
connection with its receipt of the Shares.

    7.2  VISA INTERNATIONAL.  Visa International hereby represents and 
warrants to Yahoo, Sterling Payot and SPC as of the date hereof as follows:

         (a)  CORPORATE STATUS AND POWER; AUTHORIZATION.  Visa International 
is a corporation duly organized, validly existing and in good standing under 
the laws of the State of Delaware.  Visa International has all requisite 
legal and corporate power and has taken all requisite corporate action to 
execute and deliver this Agreement and to carry out and perform all of its 
obligations under this Agreement.  This Agreement constitutes the legal, 
valid and binding obligation of Visa International, enforceable in accordance 
with its terms, except (i) as limited by applicable bankruptcy, insolvency, 
reorganization or similar laws relating to or affecting the enforcement of 
creditors' rights generally and (ii) as limited by equitable principles 
generally.  The execution and delivery of this Agreement does not, and the 
performance of this Agreement and the compliance with the provisions hereof 
will not materially conflict with, or result in a breach or violation of the 
terms, conditions or provisions of, or constitute a default under, or result 
in the creation or imposition of any lien pursuant to the terms of, the 
Certificate of Incorporation or Bylaws of Visa International or any statute, 
law, rule or regulation or any state or federal order, judgment or decree or 
any indenture, mortgage, lease or other agreement or instrument to which Visa 
International, or any of its properties, is subject.

    7.3  STERLING PAYOT.  Sterling Payot hereby represents and warrants to 
Yahoo, Visa and Visa International as of the date hereof:

         (a)  CORPORATE STATUS AND POWER; AUTHORIZATION.  Sterling Payot is a 
limited partnership duly organized, validly existing and in good standing 
under the laws of the State of California.  Sterling Payot has all requisite 
legal power and has taken all requisite partnership action to execute and 
deliver this Agreement and to carry out and perform all of its obligations 
under this Agreement.  This Agreement constitutes the legal, valid and 
binding obligation of Sterling Payot, enforceable in accordance with its 
terms, except (i) as limited by applicable bankruptcy, insolvency, 
reorganization or similar laws relating to or affecting the enforcement of 
creditors' rights generally and (ii) as limited by equitable principles 
generally.  The execution and delivery of this Agreement does not, and the 
performance of this Agreement and the compliance with the provisions hereof 
by Sterling Payot will not materially conflict with, or result in a breach or 
violation of the terms, conditions or provisions of, or constitute a default 
under, or result in the creation or imposition of any lien pursuant to the 
terms of, the Limited Partnership Agreement of Sterling Payot or any statute, 
law, rule or regulation or any state or federal order, judgment or 


                                        14


<PAGE>

decree or any indenture, mortgage, lease or other agreement or instrument to 
which Sterling Payot, or any of its properties, is subject.

         (b)  OWNERSHIP OF PERCENTAGE INTERESTS.  Sterling Payot owns a 
fifteen percent (15%) Percentage Interest in the Company, and Sterling Payot 
has not assigned, pledged or otherwise transferred, directly or indirectly, 
such Percentage Interest, and has not entered into any agreement of any kind 
relating to any such assignment, pledge or transfer.  Upon completion of the 
transfer contemplated by this Agreement, Yahoo will own such Percentage 
Interest free and clear of all liens, charges or encumbrances of any kind.

         (c)  INVESTMENT EXPERIENCE. Sterling Payot is an "accredited 
investor" as defined in Rule 501(a) under the Securities Act.  Sterling Payot 
is aware of Yahoo's business affairs and financial condition and has had 
access to and has acquired sufficient information about Yahoo to reach an 
informed and knowledgeable decision to acquire the Shares.  Sterling Payot 
has such business and financial experience as is required to give it the 
capacity to protect its own interests in connection with the purchase of the 
Shares.

         (d)  INVESTMENT INTENT.  Sterling Payot is purchasing the Shares for 
investment for its own account only and not with a view to, or for resale in 
connection with, any "distribution" thereof within the meaning of the 
Securities Act.  Sterling Payot understands that the Shares have not been 
registered under the Securities Act or registered or qualified under any 
state securities law in reliance on specific exemptions therefrom, which 
exemptions may depend upon, among other things, the bona fide nature of such 
party's investment intent as expressed herein. 

         (e)  REGISTRATION OR EXEMPTION REQUIREMENTS.  Sterling Payot further 
acknowledges and understands that although the First Group Shares will be 
registered for resale under the Securities Act as provided herein, Sterling 
Payot must comply with the prospectus delivery requirements or meet the 
requirements of Rule 144 under the Securities Act in order for such party to 
sell, transfer or otherwise dispose of the Shares.  In addition, Sterling 
Payot further agrees to refrain from selling, transferring or otherwise 
disposing of any Shares, or any interest therein, in such manner as to cause 
Yahoo to be in violation of the registration requirements of the Securities 
Act or applicable state securities or blue sky laws.

         (f)  NO LEGAL, TAX OR INVESTMENT ADVICE.  Sterling Payot understands 
that nothing in this Agreement or any other materials presented to such party 
in connection with the receipt of the Shares constitutes legal, tax or 
investment advice. Sterling Payot has consulted such legal, tax and 
investment advisors as such party, in its sole discretion, has deemed 
necessary or appropriate in connection with its receipt of the Shares.

    7.4  STERLING PAYOT COMPANY.  SPC hereby represents and warrants to 
Yahoo, Visa and Visa International as of the date hereof as follows:

         (a)  CORPORATE STATUS AND POWER; AUTHORIZATION.  SPC is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Delaware.  SPC 

                                        15


<PAGE>

has all requisite legal and corporate power and has taken all requisite 
corporate action to execute and deliver this Agreement and to carry out and 
perform all of its obligations under this Agreement.  This Agreement 
constitutes the legal, valid and binding obligation of SPC, enforceable in 
accordance with its terms, except (i) as limited by applicable bankruptcy, 
insolvency, reorganization or similar laws relating to or affecting the 
enforcement of creditors' rights generally and (ii) as limited by equitable 
principles generally.  The execution and delivery of this Agreement does not, 
and the performance of this Agreement and the compliance with the provisions 
hereof will not materially conflict with, or result in a breach or violation 
of the terms, conditions or provisions of, or constitute a default under, or 
result in the creation or imposition of any lien pursuant to the terms of, 
the Certificate of Incorporation or Bylaws of SPC or any statute, law, rule 
or regulation or any state or federal order, judgment or decree or any 
indenture, mortgage, lease or other agreement or instrument to which SPC, or 
any of its properties, is subject.

8.  Miscellaneous.

    8.1  CONFIDENTIALITY.  Each of the Parties hereto, as well as their 
respective employees, directors, attorneys and agents, agree that it will not 
disclose any of the terms and provisions of this Agreement to any third 
party, and that it will take all measures necessary to protect and preserve 
the confidentiality of this Agreement and the terms herein, unless and to the 
extent Yahoo is required, in its reasonable judgment, to make such disclosure 
under the federal securities laws.  The Parties agree that, notwithstanding 
the foregoing, the press release attached to this Agreement as EXHIBIT A will 
be issued by Yahoo following execution and delivery of this Agreement.  

    8.2  GOVERNING LAW.  This Agreement shall be interpreted and construed in 
accordance with the laws of the State of California, without reference to 
conflicts of laws principles.

    8.3  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.

    8.4  NO ASSIGNMENT.  Except as expressly provided herein, none of the 
Parties 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 each of the other Parties.  Any 
purported transfer, assignment or delegation by any 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 and all of its 
rights or obligations to any successor of such party by way of merger or 
consolidation or the acquisition of all or substantially all of the business 
and assets of the assigning Party relating to the Agreement, provided that 
such assignee (i) has at least the same net worth after such transaction as 
the assigning party has immediately prior to such transaction, and (ii) 
assumes in writing all of the assigning party's obligations under this 
Agreement; and provided further that (a) Visa may transfer Shares and assign 
the rights under this Agreement relating to such Shares to Visa International 
or Sterling Payot, so long as Visa International or Sterling Payot, as the 
case may be, assumes in writing all of Visa's obligations under this 
Agreement in respect of such 

                                        16


<PAGE>

Shares and (b) Sterling Payot may transfer Shares and assign the rights under 
this Agreement relating to such Shares to its constituent partners or to Visa 
International, so long as each such constituent partner or Visa 
International, as the case may be, assumes in writing all of Sterling Payot's 
obligations under this Agreement in respect of such Shares.

    8.5  NOTICES; APPROVALS.  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; or 
(ii) transmitted by facsimile (with a copy of such transmission by postage 
paid prepaid registered or certified airmail, return receipt requested, and 
with notice of such transmission being made by telephone concurrently with 
such transmission).  Unless otherwise provided herein, all notices shall be 
deemed to have been duly given on the date of receipt (or if delivery is 
refused, the date of such refusal) if delivered personally, or by facsimile.  
Either Party may change its address for notice purposes hereof on not less 
than three (3) days prior notice to the other party.  Notice hereunder shall 
be directed to a party at the address and telephone number for such party 
which is set forth in the signature page to this Agreement, attention 
"President."

    8.6  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.  No Party has 
relied upon any promises, inducements, representations made by any other 
Party or expectations of further business dealings except as expressly 
provided in this Agreement.

    8.7  WAIVER.  Any of the provisions of this Agreement may be waived by 
the Party entitled to the benefit thereof.  No 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.

    8.8  WAIVER OF JURY TRIAL.  EACH OF YAHOO, VISA INTERNATIONAL, VISA AND 
STERLING PAYOT DO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND 
IRREVOCABLY WAIVE SUCH 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 ANY 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).

    8.9  NO THIRD PARTY BENEFICIARIES.  Nothing express or implied in this 
Agreement is intended to confer, nor shall anything herein confer, upon any 
other than the Parties and the 


                                        17


<PAGE>

respective successors or assigns of the Parties, any rights, remedies, 
obligations or liabilities whatsoever.

    8.10  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.

    8.11  RECOVERY OF COSTS AND EXPENSES.  If any Party brings an action 
against any other Party to enforce its rights under this Agreement, the 
prevailing Party shall be entitled to recover all reasonable costs and 
expenses, including attorneys' fees and costs incurred in connection with 
such action, including any appeal of such action.

    8.12  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.

    8.14  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.

                               [SIGNATURE PAGE FOLLOWS]
                                           

                                        18


<PAGE>


    The parties to this Agreement by their duly authorized representatives 
have executed this Agreement as of the date first above written.

Yahoo! Inc., a                          Visa MarketPlace, Inc., a Delaware
California corporation                 corporation


By: /s/ TIMOTHY KOOGLE                 By:   /s/  TODD CHAFFEE
   -------------------------------        -----------------------------------
Title:  PRESIDENT AND CEO              Title:  
      ----------------------------           --------------------------------
                                               Todd Chaffee, President
                                       
Address for notices:                   Address for notices:

Attn:  Chief Financial Officer         900 Metro Center Blvd., 12th Floor
3400 Central Expressway, Suite 201     Foster City, CA  94404
Santa Clara, CA  95051

                                       Telecopy:  415-432-5768
Telephone:  408-731-3350               
Telecopy:  408-731-3510

Sterling Payot Company,                Visa International Service Association,
a Delaware corporation                 a Delaware corporation

By: /s/ ROBERT SMELICK                 By: /s/ BENNETT KATZ
   -------------------------------        -----------------------------------
Title:                                 Title:  
      ----------------------------           --------------------------------

Address for notices:                   Address for notices:

222 Sutter Street, 8th Floor           900 Metro Center Blvd., 12th Floor
San Francisco, CA  94108               Foster City, CA  94404

Telephone:  415-274-4500               Telecopy:  415-432-5768
Telecopy:  415-274-4545                

                                       Sterling Payot Capital, L.P., 
                                       a California limited partnership   

                                       By:  Sterling Payot Management, Inc., 
                                       a Delaware corporation, its general
                                       partner

                                       By:  /s/  ROBERT SMELICK           
                                          -----------------------------------
                                            Robert Smelick, Managing Director

                                       Address for notices:

                                       222 Sutter Street, 8th Floor
                                       San Francisco, CA  94108

                                       Telephone:  415-274-4500
                                       Telecopy:  415-274-4545


                                        19