Joint Venture Letter of Intent

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL

PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION





MEMORANDUM OF UNDERSTANDING



Infoseek Corporation ("Infoseek") is considering a two-phase strategic alliance with Kanematsu Corporation ("Kanematsu") to establish Infoseek Japan ("Infoseek Japan"). In the first phase of the alliance, Infoseek would enter into a Marketing Alliance Agreement with Kanematsu Corporation to develop, deploy and operate the initial Infoseek Japan service described below. In the second phase of the alliance, Infoseek and Kanematsu would enter into a Joint Venture Agreement, and collateral agreement(s) relative to technology licensing, and the provision of other services, as applicable, to create a joint venture corporation in Japan to develop, deploy and operate a second generation Infoseek Japan service described below based on Infoseek search technology.



Based on preliminary discussions, it has been decided that detailed negotiations are appropriate regarding the possible agreements between Infoseek and Kanematsu.



This Memorandum of Understanding ("MOU") covers the draft proposal of the terms and conditions of the strategic alliance, exchange of information and conduct of such negotiations. The parties wish to avoid any misunderstandings and disputes which might otherwise occur in the event that comprehensive agreements in this subject are not fully negotiated and fully executed.



The parties acknowledge and agree that the subject matter of the negotiations will involve numerous interrelated business and technical factors, and that, except as set forth in this MOU, neither party shall be bound to the other for any performance, payment license, right, or reliance with respect to the subject matter, unless and until all material terms have been set forth in the respective separate and binding agreements, the Marketing Alliance Agreement and the Joint Venture Agreement, for Phase One and Phase Two of the Infoseek and Kanematsu Strategic Alliance (as described below), respectively, signed by both parties ("Comprehensive Agreement"). Unless otherwise specifically indicated herein, where used herein "Comprehensive Agreement" shall refer to either the Marketing Alliance Agreement or the Joint Venture Agreement. All proposals, letters, agreements, points of proposed or actual agreements, "Term Sheets", memos and charts used or exchanged in the negotiations either shall be reflected in the applicable Comprehensive Agreement or shall be deemed rejected, rescinded and void upon the end of negotiations. Nothing contained in this MOU shall be deemed to limit the scope of the negotiations or the content of any Comprehensive Agreement.



The parties acknowledge that Kanematsu is contemplating participating in the Infoseek Series E Preferred Stock financing which both parties anticipate will close on or about the time of execution of the Marketing Alliance Agreement.



I. PHASE ONE OF THE INFOSEEK AND KANEMATSU STRATEGIC ALLIANCE

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A. ALLIANCE STRUCTURE:



Joint marketing alliance.



B. PRODUCT/SERVICE:



The initial Infoseek Japan service ("Phase One Service") will consist of three major components:



i. A command bar with Japanese relevant content



ii. An indexing and search capability which will index and search

Japanese documents



iii. A directory which will contain listings of Japanese sites with

reviews written in the Japanese language and a translation of the

Infoseek Guide directory (existing English language based directory)

into the Japanese



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language.



1. Kanematsu will be responsible for acquiring third-party content to be

placed on the command bar of the Phase One Service and all costs associated

with such acquisition.



2. Kanematsu will be responsible for acquiring or licensing an indexing and

searching capability which will index and search for Japanese documents,

and all costs associated with such acquisition. This indexing and searching

capability will be deployed on the Phase One Service.



3. Kanematsu will be responsible for acquiring or licensing a directory which

will contain listings of Japanese sites with reviews written in the

Japanese language, and all costs associated with such acquisition.



4. Kanematsu will translate the existing Infoseek Guide directory (including

site label/URL and site description/review).



5. Infoseek will assist Kanematsu in adding third-party content to the

Infoseek Japan command bar.



6. Infoseek will assist Kanematsu in adding translation changes to the

Infoseek Japan directory, including assistance in adding listings of

Japanese sites with reviews written in the Japanese language.



7. Infoseek will be responsible for and perform the design and implementation

of the Phase One Service.



8. Kanematsu will provide the necessary level of business and engineering

resources required during Phase One to:



i. license or acquire Japanese relevant third-party content



ii. license or acquire an indexing and search capability to be deployed

on the Phase One Service



iii. license or acquire directory listings of Japanese sites



iv. translate existing Infoseek Guide Directory listing



All other aspects pertaining to the design, development and implementation

of the Phase One Service shall be the responsibility of Infoseek.



9. The Phase One Service will be operated by infoseek at the Infoseek facility

in the United States.



C. FINANCIAL:



* 1. Kanematsu will pay Infoseek [ ] prior to the commencement of Phase One

for the design, implementation and operation of the Phase One Service; * [ ] of which is associated with the purchase of dedicated equipment

for the Phase One Service (such equipment may be purchased directly or

leased by Infoseek, purchased directly or leased by Kanematsu). Any

purchased equipment will be owned by Kanematsu.



2. Both Infoseek and Kanematsu will sell advertising on the Phase One * Service. If Infoseek sells advertising, Infoseek will receive [ ] of

net advertising revenues (net advertising revenues will be defined as

gross advertising revenues less applicable ad frequency discounts,





- -------- * CONFIDENTIAL TREATMENT REQUESTED

FOR REDACTED PORTION



2 of 8 agency discounts, and ad sales commissions). If Kanematsu sells

advertising, Kanematsu will receive 25% of net advertising revenues.



* 3. Kanematsu will receive [ ] of the net advertising revenues of the

Phase One Service as consideration for acquiring the content, licensing

or acquiring an indexing and search capability, licensing or acquiring

the directory listings, and translation of the Infoseek Guide Directory



4. It is Infoseek's assumption that a potential flat fee payment

arrangement between Infoseek and Infoseek's major distribution entity

will secure a positio ...