OVERTURE SERVICES INC
EXHIBIT 10.8
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<FILENAME>v88074exv10w8.txt
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                                                                   EXHIBIT 10.8

              FIRST ADDENDUM TO OVERTURE SEARCH SERVICES AGREEMENT

This First Addendum (the "First Addendum") is effective as of October 1, 2002
(the "First Addendum Effective Date") and entered into by and between Overture
Services, Inc. ("Overture"), a Delaware corporation with offices at 74 North
Pasadena Avenue, 3d Floor, Pasadena, CA 91103, and Yahoo! Inc. ("Yahoo"), a
Delaware corporation with offices at 701 First Avenue, Sunnyvale, CA 94089, in
connection with the Overture Search Services Agreement effective as of May 1,
2002 and entered into by and between Overture and Yahoo (the "Agreement").

                                    RECITALS

         WHEREAS, the Agreement provides for, among other things, the delivery
by Overture and the display by Yahoo of sponsored search results in response to
search queries conducted through Yahoo's principal, U.S. targeted directory to
the World Wide Web.

         WHEREAS, the parties anticipate expanding their strategic relationship,
such that Overture will provide Yahoo with sponsored search results in response
to search queries conducted through other directories implemented by Yahoo
across its domestic or foreign networks, and the parties will share revenue
generated from these sponsored search results, and the parties will administer
certain of these incremental sponsored search result implementations in
accordance with this First Addendum, as further described herein.

         NOW, THEREFORE, in consideration of the mutual promises and conditions
contained herein, and for good and valuable consideration, the parties agree as
follows:

                                    AGREEMENT

1.       Definitions. Capitalized terms not defined herein have the meanings set
         forth in the Agreement.

         1.1      Launch Date means the first date on which Overture Results are
                  publicly displayed within the applicable Yahoo Search
                  Functionality, as reported by Yahoo.

         1.2      Minimum Display Requirements means the introductory paragraph
                  to Section 4.3 of the Agreement (beginning "After receiving
                  Overture Results . . ." and ending ". . . in the Featured
                  Sections.") and, except for the first sentence and the last
                  sentence thereof, Section 4.3(a) of the Agreement.

         1.3      [*]

         1.4      U.S. Implementation means the current implementation of the
                  Overture Results on Yahoo Search, as described in the
                  Agreement.

         1.5      Yahoo Canada Network means the Yahoo Foreign Property that is
                  targeted to Canada and currently located at
                  http://www.yahoo.ca, including but not limited to Yahoo Canada
                  Search, the Yahoo Foreign Verticals that target Canada and any
                  other Canadian targeted products or services that are
                  developed and branded in whole or in part by or on behalf of
                  Yahoo or a Canadian based Yahoo Affiliate; provided that any
                  entity or property acquired, developed, controlled by or
                  branded in whole or in part by or on behalf of Yahoo or a
                  Canadian based Yahoo Affiliate after the First Addendum
                  Effective Date with whom Overture has a then-existing
                  contractual relationship will continue to perform under the
                  existing contract with Overture (to the extent that such
                  performance is within the reasonable control of Yahoo) and,
                  upon request by Overture, Yahoo shall not send any Yahoo
                  Canada Search Queries from any such entity in the event that
                  no contractual relationship exists between the entity and
                  Overture at the time of the date of acquisition, development
                  or branding in whole or in party by or on behalf of Yahoo.

         1.6      Yahoo Canada Search means the Yahoo Foreign Vertical that is
                  the search functionality within the Yahoo Canada Network's
                  principal directory to the World Wide Web, currently located
                  at http://www.yahoo.ca, which search functionality currently
                  resolves either to ca.search.yahoo.com or to
                  ca.google.yahoo.com.

EXECUTION                                                           CONFIDENTIAL

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*   Certain information on this page has been omitted and filed
    separately with the Commission. Confidential treatment has
    been requested with respect to the omitted portions.

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         1.7      Yahoo Canada Search Box means a graphical area substantially
                  similar in form to the example set forth in Exhibit B to the
                  Agreement that appears on web pages across the Yahoo Canada
                  Network, including but not limited to the front page of Yahoo
                  Canada Search and all Yahoo Canada Search Results Pages,
                  through which a user can only submit a search query that is
                  [*] a keyword or phrase that resolves to Yahoo Canada Search.
                  Additionally, searches initiated by a user clicking on the
                  "next" button on a Yahoo Canada Search Results Page and
                  searches conducted after Yahoo provides the user with the
                  correction to a misspelled word (in which case the user may
                  click on the corrected spelling to connect to a Yahoo Canada
                  Search Results Page) and "Related Searches" (or similar
                  functionality) that appear below the Featured Bottom Section
                  as shown in Exhibit C to the Agreement will be deemed as
                  submitted through a Yahoo Canada Search Box. For clarity,
                  search boxes that resolve to searchable directories other than
                  [*] or successor directories thereto (e.g., searches submitted
                  through any Yahoo Foreign Vertical within the Yahoo Canada
                  Network, including but not limited to the search box that
                  resolves to the specialty directory within the Yahoo Canada
                  Network's shopping-related property) are not Yahoo Canada
                  Search Boxes.

         1.8      Yahoo Canada Search Query means any search query comprised of
                  a keyword or phrase and initiated through the Yahoo Canada
                  Search Box by a U.S. User. For clarity, search queries
                  initiated through means other than the Yahoo Canada Search Box
                  (e.g., searches initiated through any Yahoo Foreign Vertical
                  within the Yahoo Canada Network, including but not limited to
                  the search box that resolves to the specialty directory within
                  the Yahoo Canada Network's shopping-related property) will not
                  be deemed a Yahoo Canada Search Query.

         1.9      Yahoo Canada Search Results Pages means those web pages within
                  Yahoo Canada Search, excluding the Jump Page, displayed in
                  response to Yahoo Canada Search Queries.

         1.10     [*]

         1.11     Yahoo Search Functionality means any search functionality
                  within either a Yahoo Vertical or a Yahoo Foreign Vertical and
                  within which the parties agree in writing to integrate the
                  Overture Results according to this First Addendum.

2.       Integration of Overture Results within Yahoo Search Functionality. The
         parties agree to work together and to undertake commercially
         reasonable efforts to implement the Overture Results within those
         Yahoo Search Functionalities upon which the parties mutually agree in
         writing (each, an "Additional Implementation"). The parties will
         undertake commercially reasonable efforts to schedule the Launch Date
         for an Additional Implementation to occur [*]. Yahoo also will provide
         Overture with email notice of the Launch Date of each Additional
         Implementation within [*]. With respect to each Additional
         Implementation, both parties agree to comply with the Service Level
         Agreement.

         2.1      Mock-Ups; Minimum Search Results Characteristics; Changes.
                  Before the parties can agree on the launch of a particular
                  Additional Implementation, the parties must agree on [*] For
                  clarity, the parties acknowledge and agree that email is an
                  appropriate medium through which to agree on an Additional
                  Implementation, as long as (i) the individuals who agree via
                  email are then employed as directors or higher by the party on
                  behalf of which the individual agrees (and, for individuals
                  employed by Overture, the individuals must be part of
                  Overture's Business Affairs Group); and (ii) the email
                  specifically states that it is an Additional Implementation
                  pursuant to this First Addendum and [*]

         2.2      Suppression and Removal of Overture Results. The parties
                  acknowledge and agree that (a) each Additional Implementation
                  might implicate different regulatory regimes, editorial
                  policies and user considerations than those implicated by the
                  U.S. Implementation; and (b) the parties will work together
                  and adjust the circumstances under which Overture Results are
                  suppressed or removed accordingly. Overture also will suppress
                  Overture Results that link directly to a page owned or
                  controlled by [*]

         2.3      Separate Feed and Reporting of each Additional Implementation.
                  Overture will deliver and Yahoo will utilize a separate and
                  distinct feed of Overture Results for each Additional
                  Implementation, and Overture will account for each Additional
                  Implementation as a separate line item in any reports required
                  hereunder

EXECUTION                                                           CONFIDENTIAL

*   Certain information on this page has been omitted and filed
    separately with the Commission. Confidential treatment has been
    requested with respect to the

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         omitted portions.

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                  or under the Agreement. Yahoo will provide Overture with the
                  same information at the time-of-search for an Additional
                  Implementation as it does for the U.S. Implementation, and
                  Overture will be entitled to use and disclose that
                  information subject to the use and disclosure restrictions
                  set forth in the Agreement.

         2.4      Wind Down of any Additional Implementation. Each party will be
                  entitled to discontinue a particular Additional Implementation
                  upon [*] prior written notice to the other party, except that
                  (a) Yahoo will be entitled to discontinue a particular
                  Additional Implementation upon [*] prior written notice to
                  Overture to the extent that Yahoo elects to [*] and (b)
                  Overture will be entitled to discontinue a particular
                  Additional Implementation upon [*] prior written notice to
                  Yahoo to the extent that Yahoo (i) has made a [*] and (ii)
                  does not reverse that [*] within the [*] notice period. Yahoo
                  agrees that it will not present an active Additional
                  Implementation to Overture as part of a New Domestic
                  Opportunity or an International Opportunity, as applicable,
                  for a period of no less than [*] after the Launch Date of the
                  active Additional Implementation. [*]

         2.5      Minimum Display Requirements and [*] for Yahoo Canada Search.
                  Except as set forth in Section 5.4 of the Agreement, Yahoo
                  will send the English language Yahoo Canada Search Query to
                  Overture each and every time that a U.S. User initiates a
                  search through a Yahoo Canada Search Box. The Minimum Display
                  Requirements will apply to this Additional Implementation. [*]
                  The parties acknowledge and agree that (i) each Yahoo Canada
                  Search Query (which, by definition, includes queries typed
                  into the Yahoo Canada Search Box and queries submitted from
                  either the "next" button or the "Related Searches" link on
                  Yahoo Canada Search Results Pages) will generate a [*] for
                  purposes of subsection (b) above; and (ii) any other
                  opportunity for a third party to provide Yahoo with Restricted
                  Search Results for display on pages within Yahoo Canada Search
                  constitutes an International Opportunity under Section 7.4 of
                  the Agreement. [*]

3.       Payment. Overture will make payments to Yahoo in accordance with the
         following:

         3.1      Revenue Share Payments. With respect to each Additional
                  Implementation, Overture will make Quarterly revenue share
                  payments (the "Additional Implementation Revenue Share
                  Payments") to Yahoo based on Gross Revenue earned from Bidded
                  Clicks on the particular Additional Implementation (the
                  "Additional Implementation Gross Revenue") in the applicable
                  Quarter according to the schedule set forth below. [*]
                  Additional Implementation Revenue Share Payments are due and
                  payable to Yahoo within [*] days after the end of the
                  applicable Quarter.

                  [*]

                  Overture will retain all revenue that it derives from the
                  Overture Results within the Additional Implementations,
                  except as specifically set forth in this First Addendum.

         3.2      Payment Mechanics. Overture will make payments to Yahoo in
                  U.S. dollars via wire transfer into Yahoo's main account
                  according to the instructions set forth below:

                  [*]

         3.3      Late Payments; Interim Additional Implementation Payment. Any
                  undisputed Additional Implementation Revenue Share Payment
                  that is paid more than [*] late will bear interest at the rate
                  of [*]. With respect to Additional Implementations launched
                  between the Effective Date and the First Addendum Effective
                  Date (the "Interim Additional Implementations"), Overture
                  shall make a payment to Yahoo in the amount of [*] (which was
                  derived by deducting the [*] that Overture has already paid to
                  Yahoo for the Interim Additional Implementations from [*]
                  which is the total amount due to Yahoo for the Interim
                  Additional Implementations during the period between the
                  Effective Date and the First Addendum Effective Date) prior to
                  [*] (the "True-Up Payment"), without applying interest
                  hereunder. For clarity, provided that Overture makes the
                  True-Up Payment in the time and in the amount set forth in the
                  prior sentence, Overture shall not be in breach of this First
                  Addendum for failure to make the True-Up Payment and no
                  interest shall be applied to the True-Up Payment.

EXECUTION                                                           CONFIDENTIAL

*   Certain information on this page has been omitted and filed separately
    with the Commission. Confidential treatment has been requested with respect
    to the

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omitted portions.

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         3.4      Audit Rights and Data Rights. Except as expressly set forth
                  herein or as otherwise agreed by the parties in writing, the
                  audit rights and data rights and obligations for the
                  Additional Implementations will mirror the U.S. Implementation
                  as set forth in Sections 8.4 (including Exhibit F) and 8.5 of
                  the Agreement.

         3.5      No Payment Adjustments. The parties acknowledge and agree that
                  the performance of each Additional Implementation will be
                  tracked separately from the U.S. Implementation, and that the
                  Additional Implementations will not be included in the
                  calculation of Impressions, Coverage, PPC, CTR or of
                  adjustments to the Estimated Yahoo Payment or the Guaranteed
                  Fixed Payment under the Agreement.

4.       Term and Termination.

         4.1      Term. This First Addendum will become effective as of the
                  First Addendum Effective Date and, unless terminated as set
                  forth herein, will remain effective for the same period as the
                  Agreement remains effective.

         4.2      Termination with Cause. If, with respect to any or all
                  Additional Implementations, either party breaches this First
                  Addendum in any material respect, and that party does not cure
                  its breach within [*] after written notice by the
                  non-breaching party of its breach, then the non-breaching
                  party will be entitled to terminate the affected Additional
                  Implementation(s) immediately upon written notice to the
                  breaching party after failure to cure within those [*] The
                  parties acknowledge and agree that a breach under this First
                  Addendum will not affect the Agreement, regardless of whether
                  the breach gives rise to termination of this First Addendum.

         4.3      Termination in connection with Agreement. This First Addendum
                  and all Additional Implementations comprised hereunder will
                  terminate to the extent that the Agreement is terminated in
                  accordance with its terms, effective as of the effective date
                  of termination of the Agreement.

         4.4      Effect of Termination. Sections 1, 3 (with respect to payments
                  accrued during the Term) and 5 above will survive termination
                  or expiration of this First Addendum.

5.       Incorporation of Certain Provisions of the Agreement by Reference. Each
         party's performance hereunder will be subject to the provisions of
         Sections 12 - 14 and 16 of the Agreement, and those provisions are
         incorporated herein by reference. For clarity, one party's liability to
         the other party under this First Addendum will be subject to the same
         liability caps set forth in Section 14 of the Agreement (i.e., this
         First Addendum does not give rise to separate and distinct liability
         caps in the amounts set forth in Section 14 of the Agreement).

                            [signature page follows]

EXECUTION                                                           CONFIDENTIAL

*   Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

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IN WITNESS WHEREOF, the parties have caused this First Addendum to be executed
by their duly authorized representatives as of the First Addendum Effective
Date.

YAHOO! INC.                                      OVERTURE SERVICES, INC.

By:    /s/ Jeff Weiner                           By: /s/ William Demas
       ---------------------------                   ---------------------------
Name:  Jeff Weiner                               Name:  Bill Demas
Title: Senior Vice President,                    Title: Senior Vice President
       Search and Marketplace                           & General Manager,
                                                        Affiliate Business Group

EXECUTION                                                           CONFIDENTIAL


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                                    EXHIBIT A

                     Overture Canadian Restricted Companies

[*]

    EXECUTION                                                       CONFIDENTIAL

*   Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

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                                    EXHIBIT B

                                       [*]

[*]

EXECUTION                                                           CONFIDENTIAL

*   Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

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