European Joint Venture & License Agreement

JOINT VENTURE AGREEMENT



JOINT VENTURE AGREEMENT, dated as of November 1, 1996, by and

between SB Holdings (Europe) Ltd. ("SOFTBANK"), a company organized under

the laws of the United Kingdom, 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 through its affiliates Ziff-Davis UK, Ltd.,

Ziff-Davis France, SA and Ziff-Davis Verlag, GmbH (the "ZD Affiliates") is

a leading computer publisher in the United Kingdom, France and Germany;



WHEREAS, an affiliate of SOFTBANK indirectly owns a minority

interest in Yahoo; and



WHEREAS, SOFTBANK and Yahoo, directly or through wholly owned

affiliates, wish to jointly form joint venture companies in Germany, the

United Kingdom, and France (each a Company, collectively, the "Companies"),

to establish and manage versions of the Yahoo Internet Guide for the United

Kingdom, France and Germany (the "Territories"), develop related on-line

navigational services, and conduct other related businesses;



NOW, THEREFORE, the parties hereby agree as follows:



1. OBJECTIVES OF THE COMPANIES



The objectives of the Companies shall be to engage in the

businesses set forth below:



(i) establishment and management in the Territories of localized

versions of the Yahoo Internet Guide to be branded with the Yahoo!

name such as Yahoo! UK, Yahoo! France, and Yahoo! Germany (the

"Localized Guides"), all as set forth in the Business Plan attached as

Exhibit A (the "Business Plan");



[X] Confidential Treatment Requested





(ii) development and commercialization of related on-line

navigational services and other Yahoo branded products within the

Territories including off line products and publications (other than

as specified in 1(v) below) as described in the Business Plan;



(iii) related sale of on-line advertisement space through its

own efforts or through one or more third party sales representatives;



(iv) addition of specific informational content to the Localized

Guide in each of the Territories;



(v) [XXXX]



(vi) [XXXX]; 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) Prior to this date, Yahoo has organized the Companies in the

Territories and has invested, or shall invest (including amounts counted as

surplus capital), the aggregate amount of $1,400,000 in the Companies.

Subject to the terms and conditions hereof and pursuant to such

subscription agreements as local law may require, the Companies shall

issue, and Yahoo (to the extent it has not already fully subscribed) and

SOFTBANK shall subscribe to shares (or other ownership interests as local

law may dictate) of each of the Companies so that after such subscriptions

SOFTBANK shall own a 30% interest in each such Company and Yahoo shall own

a 70% interest. The total to be contributed by SOFTBANK for its shares in

all the Companies shall total $600,000 (including surplus capital). The

Companies are also reimbursing each of the parties for activities taken

prior to this date on behalf of the Companies and assuming any obligations

incurred on behalf of the Companies.



(b) Each party shall make such additional contributions to the

capital of the Companies (above the amounts in (a)) as the Board of

Directors shall determine in good faith are required to carry out the

Business Plan, up to an aggregate



[X] Confidential Treatment Requested





additional contribution by Yahoo of $1,400,000 (for a total aggregate

contribution of $2,800,000), and by SOFTBANK, of an additional $600,000

(for a total aggregate contribution by SOFTBANK of $1,200,000.



(c) Yahoo may transfer up to 10% of its shares in the Companies to a

third party subject to SOFTBANK's consent to that party, which should not

be unreasonably withheld. If the parties shall mutually determine that

such third party shall hold more than 10% of the Companies, that third

party's shares above 10% shall be transferred pro rata from Yahoo and

SOFTBANK or additional shares may be issued by such third party so that

Yahoo's and SOFTBANK's interests are diluted pro rata.



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 the UK 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) 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



4. REPRESENTATIONS AND WARRANTIES OF YAHOO



Yahoo represents and warrants to SOFTBANK as follows:



(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.



[X] Confidential Treatment Requested





(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.



5. LICENSE/SERVICES AGREEMENTS



(a) Concurrently with the execution of this Agreement, Yahoo

shall enter into license agreements, in the forms attached hereto in

Exhibit B (the "License Agreements"), with each of the Companies.



(b) Concurrently with the execution of this Agreement, the ZD

Affiliates are entering into Services Agreements in the forms attached in

Exhibit C with each of the Companies (the "Services Agreements").





6. BOARD OF DIRECTORS; STATUTORY AUDITORS



(a) Subject to permissible corporate law in each of the

Territories, the Companies shall be managed by a single Board of Directors

with five members. SOFTBANK shall designate two Directors and Yahoo shall

designate three Directors. To the extent local law does not permit the

Companies to have a single Board of Directors, Yahoo and SOFTBANK shall

create a Management Committee of five members which shall act in the same

way as the single Board of Directors would act and each party shall cause

the members of each Board of Directors or other similar management group in

each of the Territories to act in accordance with the determination of that

Management Committee. If such a Management Committee is set up, any

reference to the Board of Directors or to Directors shall be deemed a

reference to the Management Committee and to the members of that Committee.



[X] Confidential Treatment Requested





(b) To the extent required by local law, each Company shall have

one Statutory Auditor, which shall be designated by Yahoo.



(c) The Companies shall have a Managing Director, who shall also

be the President (or similar officer) of each Company. The President and

Managing Director shall be a nominee of Yahoo, subject to Softbank's

approval, not unreasonably withheld.



(d) In case of a vacancy in the office of Director, Statutory

Auditor or Managing Director during the term of office for whatever reason,

the vacancy shall be filled by the party that nominated the Director,

Statutory Auditor or Managing Director whose office became vacant, but

still subject in the case of Managing Director to SOFTBANK's approval, not

unreasonably withheld.



(e) At any annual or special meeting of shareholders or any

meeting of the Board of Directors of any Company 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 Managing

...