Japan Joint Venture Agreement

EXHIBIT 10.11


CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION


JOINT VENTURE AGREEMENT


JOINT VENTURE AGREEMENT, dated as of November 6, 1997, by and between SOFTBANK Corporation, a Japanese corporation ("SOFTBANK"), and GeoCities, a California corporation ("GeoCities").


WHEREAS, GeoCities offers in the United States and certain other geographic areas certain hosting and marketing services on the World Wide Web, including, without limitation, GeoCities virtual communities.


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


WHEREAS, SOFTBANK indirectly owns a minority interest in GeoCities through one of its subsidiaries;


WHEREAS, SOFTBANK and GeoCities wish to form a joint venture company in Japan called GeoCities Japan Corporation to establish and manage in Japan a Japanese version (using the Japanese language) of the GeoCities virtual communities on the internet, virtual community services, and conduct other related businesses and;


WHEREAS, on July 16, 1997, SOFTBANK incorporated GeoCities Japan Corporation, a Japanese corporation (the "Company") and GeoCities intends to purchase 40% of the shares thereof in accordance with the procedures stipulated in this Agreement.


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 GeoCities virtual communities on the internet;


(ii) development of related Japanese virtual communities services;


(iii) related sale of virtual communities advertisement space;


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


(v) 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) Object to the terms and conditions hereof, SOFTBANK agrees to sell,
and GeoCities agrees to purchase, 1,600 shares of Common Stock of the
Company (the "Shares") at a price of (Yen)50,000 per share so that
after such sale SOFTBANK


shall own 2,400 shares of Common Stock and GeoCities shall own 1,600
shares of Common Stock of the Company.


(b) Within five (5) days of the execution of this Agreement, SOFTBANK
shall deliver to GeoCities stock certificates representing the Shares
and registered in the name of SOFTBANK, against payment by GeoCities
of (Yen)80,000,000 therefor in immediately available funds to a bank
account designated by SOFTBANK. The completion of the purchase of
1,600 Shares by GeoCities shall be referred to hereafter as the
"Closing". The payment for the Shares shall be made in the currency of
Japanese Yen.


3. Representations and Warranties of SOFTBANK
------------------------------------------


SOFTBANK hereby represents and warrants to GeoCities 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 its obligations under 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 July 16, 1997 as a kabushiki
kaisha (a stock limited company). The registered office of the
Company is at 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103, Japan.
The Company is a corporation under the laws of Japan and has full
power and authority to carry on its business as described in this
Agreement. Attached hereto as Exhibit A is true and correct copy of
the Articles of Incorporation of the Company ("teikan") and true and
complete English translation thereof.


(d) The Company's authorized capital is 16,000 shares of Common Stock, par
value (Yen)50,000 per share, of which 4,000 shares are issued and
outstanding. Prior to the Closing, SOFTBANK purchased such 4,000
shares for a purchase price of (Yen)50,000 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 GeoCities upon physical delivery of the stock
certificates to GeoCities 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


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Agreement and the Company has net assets of (Yen)200,000,000 in the
form of cash and cash equivalents.


(g) The Company has no mutual liabilities, contingent or otherwise, and
the Company has complied in all material respects with all laws and
regulations. There is no mutual 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 GeoCities
-------------------------------------------


GeoCities represents and warrants to SOFTBANK as follows:


(a) GeoCities 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
GeoCities and constitutes a valid and binding agreement of GeoCities,
enforceable against GeoCities 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
GeoCities 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. Licensing Agreement
-------------------


Concurrently with the execution of this Agreement, GeoCities shall enter into a licensing agreement, in the form of Exhibit C attached hereto (the "Licensing Agreements"), with the Company.


6. Board of Directors; Statutory Auditors
--------------------------------------


(a) The total number of Directors comprising the Board shall be five.
SOFTBANK shall designate three Directors, and GeoCities shall
designate two Directors.


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(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
appointed by 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.


(f) No change shall be made in the number and/or alloc ...