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Agreement#: AG-21686
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INSERTION ORDER

Effective Date: September 30, 1999
Parties:

Overture

Sectors: Computer Software and Services, Media
LOGO]





Warner Bros. Online Insertion Order



Today's Date: September 15, 1998



Client: GoTo.com



Job No: 091598Gol.rs



Start Date: October 1, 1998



End Date: September 30, 1999



Total Impressions: 15,000,000 for 1 year.



Net Payments: $550,000



$400,000 for distribution and online carriage of GoTo.com

on Warner Bros. Online and



$150,000 for additional promotion as outlined



Guaranteed monthly payments, first payment due with contract signing, subsequent payments due net 45 upon receipt:



Months 1-3: $22,000



Months 4-6: $22,000



Months 7-12: $44,000



Plus, promotions will be invoiced as the promotion is run, payable upon receipt of invoice.



Warner Bros. Online agrees to extend this agreement at 15,000,000 page views for a 120 day make good period should GoTo.Com not have received 5,100,000 visits by September 30, 1999. If on January 31, 2000, GoTo.com shall not have received 5,100,000 visits, Warner Bros. Online will deliver an equal value of the shortfall in promotional considerations to be agreed upon by both parties.



General Description of Advertising:



Outlined in proposal above.



Designation of Sites for GoTo.Com:



www.warnerbros.com, www.entertaindom.com and those sites linked from these pages wholly owned or controlled by Warner Bros. Online



Banner Size (standard IAS): 234 x 60, 125 x 125, 138 x 65, 88 x 31







[LOGO]





URL's Which Link to the Banners: to be provided by GoTo.com



Alternative Text Required if User's Graphics are Turned Off: to be provided by GoTo.com



Media Type: .gif and animated .gif, html where possible.



Reporting: Weekly reports of impressions and click-throughs due on Thursdays by 5:00pm EST.



Notes/Comments:



The details of the promotion and online components of this insertion order are contained in the above proposal dated September 15, 1998.



Contact Information



Name: Stephanie Sarka

Talmadge O'Neill



Address: 130 West Union Street



City, State Zip: Pasadena, CA 91103



Phone: 626-535-2808



Email: stephanie@goto.com

Talmadge@goto.com




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