ソフトバンクとYahoo! Inc.のジョイントベンチャー契約書（Yahoo Japan）

JOINT VENTURE AGREEMENT

         JOINT VENTURE AGREEMENT, dated as of April 1, 1996, by and between

SOFTBANK Corporation, a Japanese corporation (“SOFTBANK”), 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 is a leading computer publisher and software

distributor in Japan;

         WHEREAS, SOFTBANK indirectly owns a minority interest in Yahoo; and

         WHEREAS, SOFTBANK and Yahoo wish to form a joint venture company in

Japan called Yahoo Japan Corporation (the “Company”), to establish and manage in

Japan a Japanese version of the Yahoo Internet Guide, develop related Japanese

on-line navigational services, and conduct other related businesses;

         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 Yahoo Internet Guide;

        (ii)  development of related Japanese on-line navigational services;

       (iii)  related sale of on-line advertisement space;

        (iv)  addition of Japanese specific informational content to the mirror

    site database in Japan;

        (v)   [XXXX]

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    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX;

       (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)  Subject to the terms and conditions hereof, SOFTBANK agrees to

sell, and Yahoo agrees to purchase, XXXXX shares of Common Stock of the Company

(the “Shares”) at a price of XXXXXX per share so that after such sale SOFTBANK

shall own XXXXXX shares of Common Stock and Yahoo shall own XXXXXX shares of

Common Stock of the Company.

         (b)  Concurrently with the execution of this Agreement, SOFTBANK shall

deliver to Yahoo stock certificates representing the Shares and registered in

the name of Yahoo, against payment by Yahoo of [XXXX] therefor in

immediately available funds to a bank account designated by SOFTBANK.

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 Japan 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)  The Company has been incorporated on January 31, 1996 as a

Kabushiki Kaisha (a stock limited company).  The registered office of the

Company is at 3-42-3, Nihonbashi-Hamacho, Chuo-ku, Tokyo 103, Japan.  The

Company has been duly incorporated and is a validly existing corporation under

the laws of Japan and has full power and authority to carry on its business as

contemplated in this Agreement.  Attached

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hereto as Exhibit A is a true and correct copy of the Articles of Incorporation

of the Company (“teikan”) and a true and complete English translation thereof.

        (d)  The Company’s authorized capital is [XXXX] shares of Common Stock,

par value [XXXX] per share, of which [XXXX] shares are issued and outstanding.

Prior to the Closing, SOFTBANK purchased such [XXXX] shares for a purchase price

of [XXXX] 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 Yahoo upon physical delivery of the stock certificates to Yahoo

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 Agreement and the Company has net assets of [XXXX] in

the form of cash and cash equivalents.

        (g)  The Company has no liabilities, contingent or otherwise, and the

Company has complied in all material respects with all laws and regulations.

There is no 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 YAHOO

        Yahoo represents and warrants to SOFTBANK as follows:

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         (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.

         (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 other than as described

in Section 15 hereof.

5.  LICENSE AGREEMENT

         Concurrently with the execution of this Agreement, Yahoo shall enter

into a license agreement, in the form of Exhibit C attached hereto (the “License

Agreement”), with the Company.

6.  BOARD OF DIRECTORS; STATUTORY AUDITORS

         (a)  The total number of Directors comprising the Board shall be five.

SOFTBANK shall designate [XXXX] Directors, [XXXX], and Yahoo shall designate

XXXXXX Directors.

         (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 a nominee of

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.

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         (f)  No change shall be made in the number and/or allocation of

Directors, Statutory Auditor or Representative Director as stated in this

Section 6 or in the Articles of Incorporation of the Company; provided that if

the parties’ respective shareholdings change, the parties shall adjust the

number and allocation of Directors and the designation or nomination of the

Statutory Auditor or Representative Director if and to the extent appropriate so

that their respective representation on the Board and in the Company is

generally proportionate to their respective shareholdings.

7.  MANAGEMENT OF THE COMPANY

         (a)  The Board of Directors of the Company shall be responsible for

establishing the overall policy and operating procedures with respect to the

business affairs of the Company.

         (b)  Except as otherwise required by mandatory provisions of law and

as otherwise provided herein, resolutions of the Board of Directors shall be

adopted only by the affirmative vote of a majority of the Directors present at a

meeting duly called at which a quorum is present.  A majority of the Board of

Directors shall constitute a quorum for the transaction of business provided at

least one Director designated by Yahoo is present.  Board meetings shall be held

in Japan in accordance with applicable law provided that the Board of Directors

shall meet no less frequently than once in each calendar month.  Any Director

may attend a Board meeting by conference telephone.

         (c)  Notwithstanding the general provisions set forth above, in

addition to any special approval requirements under the Articles of

Incorporation or under law, each of the following corporate actions may be taken

by the Company only (i) in the case of any action that is permitted by law or

under the Articles of Incorporation to be taken by the Board of Directors alone,

upon authorization by affirmative vote of at least one SOFTBANK director and at

least one Yahoo director and (ii) in the case of actions required by law or the

Articles of Incorporation to be approved by the Company’s shareholders, upon

authorization by affirmative vote of both Yahoo and SOFTBANK as shareholders:

         (i)  any merger or consolidation, whether or not the Company is the

    surviving corporation; any sale, lease, exchange or other disposition of

    all or substantially all of the assets of the Company; any acquisition of

    all or substantially all of the capital stock or assets of any other

    entity; or the liquidation or voluntary dissolution of the Company;

        (ii)  any sale, lease, exchange or other disposition of substantial

    assets (except in the ordinary course of business) of the Company;

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       (iii)  any capital expenditure of Y10 million or more;

        (iv)  the raising of additional equity capital or the issuance or sale

    of any debt or equity securities (including any shareholder loan or

    guaranty) and the terms thereof, whether or not in connection with a call

    for additional capital pursuant to Section 8 hereof;

         (v)  any declaration or payment of any dividend or other distribution,

    directly or indirectly, on account of any shares of capital stock of the

    Company, or any redemption, retirement, purchase or other acquisition,

    directly or indirectly, by the Company of any such shares (or of any

    warrants, rights or options to acquire any such shares);

        (vi)  the incurrence or guarantee (directly or indirectly) by the

    Company with respect to any indebtedness for borrowed money in excess of

    Y10 million;

       (vii)  any amendment, alteration or repeal of any provision of the

    Articles of Incorporation of the Company; or

      (viii)  engagement in any business other than as set forth in Section 1

    hereof and activities incidental thereto, either directly or through any

    corporation or other entity in which the Company has, directly or

    indirectly, an equity interest;

        (ix)  approval of an annual business plan and operating budget for the

    Company (which shall be made no later than thirty (30) days prior to the

    commencement of each fiscal year of the Company), and any deviation in any

    material respect from such business plan or budget as so approved;

         (x)  the authorization of execution of any contract or agreement

    (i) having a period of performance greater than one year, (ii) involving

    aggregate payments or consideration in excess of Y10 million,

    (iii) involving any license of trademarks, patents, copyrights or other

    intellectual property rights of the Company, and (iv) between the Company

    and any officer, shareholder or Director of the Company (or their

    respective affiliates), and any waiver or variance of any contract

    described in (i)-(iv) above; or

        (xi)  compensation for all officers, Directors and Statutory Auditors

    of the Company.

To the extent permitted by Japanese law, the foregoing approval requirements

shall at all times also be set forth in the Articles of Incorporation of the

Company, unless amended as set forth.

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8.  ADDITIONAL CAPITAL

         Subject to Section 7(c) hereof, the Board may, by written notice to

the parties, call for the parties to subscribe for additional shares of capital

stock of the Company or to make loan guarantees or loans to the Company in

proportion to their respective holdings of Common Stock at any time.  Each party

agrees to provide such additional capital or support in accordance with the

Board’s action.

9.  DISPOSITION OF COMMON STOCK

         Neither party shall directly or indirectly sell, assign, transfer or

otherwise dispose of, or pledge or otherwise encumber, any shares of Common

Stock of the Company without the prior consent of the other party; provided

that, at such time as the shares of the Company are publicly traded, either

party shall be entitled to make sales of its shares in the open market to the

extent permitted by applicable law.

10.  ACCOUNTING; ACCESS TO INFORMATION

         (a)  The fiscal year of the Company shall be from the first day of

April of each year to the 31st day of March of the following year.

         (b)  The Company shall maintain its accounts and prepare its financial

statements (including, without limitation, a balance sheet, profit and loss

statement and statement of cash flows) in accordance with generally accepted

accounting principles in Japan, and shall cause its annual financial statements

to be audited by an internationally recognized independent auditing firm

reasonably acceptable to each party, and such financial statements and the

auditors’ opinion to be delivered to each party no later than sixty (60) days

following the end of each fiscal year.  The Company also shall deliver to each

party unaudited monthly and quarterly financial statements within thirty days

following the end of each month or fiscal quarter, as the case may be, certified

(in the case of quarterly financial statements) by the chief accounting officer

of the Company.  All financial statements shall be accurately and completely

translated into English prior to delivery to Yahoo, and shall be accompanied by

a reasonably detailed schedule that sets forth the differences between Japanese

generally accepted accounting principles and U.S. generally accepted accounting

principles as applied to such financial statements.

         (c)  Each party shall, during all business hours and at all other

times as reasonable, have access to the books and records of the Company and to

the legal, tax and auditing personnel of the Company, internal and external;

provided, however, that the cost and expense necessary for such inspection shall

be borne by the party making the inspection.

11.  DIVIDENDS

                       [X] CONFIDENTIAL TREATMENT REQUESTED

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         To the extent permitted by law, the Company will pay dividends to its

shareholders from the Company’s net earnings in accordance with and subject to

the conditions set forth in Exhibit D; provided that no dividends shall be

required to be paid prior to XXXXXXXXXXXXXX, or following the time at which the

Company’s shares of Common Stock are publicly traded.

12.  TERM OF THE AGREEMENT

         Subject to Section 13, this Agreement shall remain in effect

perpetually, provided that, if as of [XXXX].

13. TERMINATION OF THE AGREEMENT

         (a)  If either party fails in any material respect to perform or

fulfill in the time and manner herein provided any obligation or condition

herein required to be performed or fulfilled by such party, and if such default

shall continue for sixty (60) days after written notice thereof from the other

party, then the other party shall have the right to terminate this Agreement by

written notice of termination to the defaulting party at any time after such

sixty (60) days.  Either party may also terminate this Agreement immediately by

giving a written notice to the other party in the event such other party shall

be dissolved or liquidated or declared insolvent or bankrupt.

         (b)  Upon termination of this Agreement, the parties shall negotiate

in good faith the possible purchase by one party of all the shares in the

Company held by the other party or the sale of the Company to a third party.  If

such negotiation fails to result in a mutually acceptable agreement, the Company

shall be dissolved in accordance with Japanese law.

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         (c)  Termination of this Agreement for any reason shall not release

either party from any liability which at the time of termination has already

accrued to the other party or which thereafter may accrue in respect of any act

or omission prior to such termination.

14.  CONFIDENTIALITY

         Each party shall hold and shall cause its respective representatives

to hold in confidence all confidential information made available to it or its

representatives by the other party, directly or through the Company, and shall

not pass such information on, wholly or partly, to third parties without the

written consent of the other party, unless such information (i) becomes

generally available to the public other than as a result of a disclosure by such

party or its representatives, (ii) becomes available to such party from other

sources not known by such party to be bound by a confidentiality obligation, or

(iii) is independently acquired by such party as a result of work carried out by

any employee or representative of such party to whom no disclosure of such

information has been made.

15.  GOVERNMENT FILINGS

         (a)  Promptly after execution of this Agreement, notification of such

execution shall be submitted by SOFTBANK to the Fair Trade Commission of Japan.

In the event the Fair Trade Commission advises the parties hereto to amend this

Agreement and/or the License Agreement, the parties shall promptly comply with

such request; provided, however, that if either party considers such amendment

to be material and adverse to it, then such party may terminate this Agreement

by giving written notice to such effect to the other party hereto.

         (b)  Within fifteen (15) days following the date of this Agreement,

Yahoo will submit the required notification to the Bank of Japan under the

Foreign Exchange and Foreign Trade Control Law.

         (c)  If any Japanese withholding taxes are imposed on dividends

payable to Yahoo by the Company under Section 11, the Company shall (or SOFTBANK

shall cause the Company to) withhold such amounts, pay the same to the Japanese

tax authority, and promptly furnish Yahoo with appropriate documentation of the

amounts so withheld as soon as practicable.  The Company shall (or SOFTBANK

shall cause the Company to) cooperate with Yahoo to make any necessary filings

to utilize the lowest withholding rate available under any treaty between Japan

and the United States.

16.  OTHER VENTURES

         (a)  [XXXX]

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         (b)  Yahoo hereby agrees to discuss in good faith with SOFTBANK joint

efforts to establish [XXXX]; provided that the foregoing shall not obligate

either party to enter into any such arrangement.

17.  GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with

the laws of Japan.

18.  DISPUTE RESOLUTION

         All disputes between the parties arising directly or indirectly out of

this Agreement shall be settled by the parties amicably through their good faith

discussions.  In the event that any such dispute cannot be resolved thereby,

such dispute shall be finally settled by arbitration in accordance with the

rules then in effect of the Japan Commercial Arbitration Association by three

arbitrators appointed in accordance with such rules.  Any such arbitration shall

be held in Tokyo, Japan and shall be conducted in Japanese (with English

translation to the extent requested by Yahoo).  The arbitration award shall be

final and binding upon the parties, and judgment on such award may be entered in

any court having jurisdiction thereof.

19.  MISCELLANEOUS

         (a)  This Agreement may be amended only by a written instrument signed

by both parties.

         (b)  This Agreement may not be assigned by either party hereto except

with the written consent of the other party; provided, however, that this

Agreement may be assigned to a corporation which shall succeed to the business

of a party by merger, consolidation, or the transfer of all or substantially all

of the assets of such party and which shall expressly assume the obligations of

such party hereunder.

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         (c)  Any and all notices, requests, demands and other communications

required or otherwise contemplated to be made under this Agreement shall be in

writing and in English and shall be deemed to have been duly given (a) if

delivered personally, when received, (b) if transmitted by facsimile, upon

receipt of a transmittal confirmation, (c) if sent by registered airmail, return

receipt requested, postage prepaid, on the sixth business day following the date

of deposit in the mail or (d) if by international courier service, on the second

business day following the date of deposit with such courier service, or such

earlier delivery date as may be confirmed to the sender by such courier service.

All such notices, requests, demands and other communications shall be addressed

as follows:

         (i)  If to SOFTBANK:

                  SOFTBANK Corporation

                  24-1, Nihonbashi-Hakozakicho

                  Chuo-ku, Tokyo 103, Japan

              Attention:  Mr. Masayoshi Son

                              President and Chief

                                   Executive Officer

              Telephone:  (813) 5642-8020

              Facsimile:  (813) 5641-3400

         with a copy to:

              Sullivan & Cromwell

              125 Broad Street

              New York, New York 10004

              Attention:  Stephen A. Grant, Esq.

              Telephone:  (212) 558-3504

              Facsimile:  (212) 558-3588

                       [X] CONFIDENTIAL TREATMENT REQUESTED

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         (ii)  If to the Company:

              Yahoo! Inc.

              635 Vaqueros Ave.

              Sunnyvale, California 94086

              Attention:  Mr. Timothy Koogle

                              President

              Telephone:  (408) 328-3300

              Facsimile:  (408) 328-3301

         with a copy to:

              Venture Law Group

              A Professional Corporation

              2800 Sand Hill Road

              Menlo Park, California  94025

              Attention:  James L. Brock, Esq.

              Telephone:  (415) 854-4488

              Facsimile:  (415) 854-1121

or in each case to such other address or facsimile number as the party may have

furnished to the other party in writing.

         (d)  In the event of the invalidity of any part or provision of this

Agreement, such invalidity shall not affect the enforceability of any other part

or provision of this Agreement.

         (e)  No waiver by any party of any default in the performance of or

compliance with any provision herein shall be deemed to be a waiver of the

performance and compliance as to any other provision, or as to such provision in

the future; nor shall any delay or omission of any party to exercise any right

hereunder in any manner impair the exercise of any such right accruing to it

thereafter.  No remedy expressly granted herein to any party shall be deemed to

exclude any other remedy which would otherwise be available.

         (f)  This Agreement constitutes the entire agreement among the parties

with respect to the subject matter hereof and shall supersede all prior

understandings and agreements between the parties with respect to such subject

matter.  This Agreement may

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be executed in any number of counterparts, each of which shall be deemed an

original, but all of which together shall constitute one and the same

instrument.

         (g)  Nothing herein express or implied, is intended to or shall be

construed to confer upon or give to any person, firm, corporation or legal

entity, other than the parties hereto and their affiliates, any interests,

rights, remedies or other benefits with respect to or in connection with any

agreement or provision contained herein or contemplated hereby.

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         IN WITNESS WHEREOF, the parties hereto have duly signed this Agreement

as of the day and year first above written.

                        SOFTBANK CORPORATION

                        By: _____________________________

                            Name:   Masayoshi Son

                            Title:  President

                        YAHOO! INC.

                        By: _____________________________

                            Name:   Timothy Koogle

                            Title:  President

Attachments:

Exhibit A          Articles of Incorporation of the Company

Exhibit B          Commercial Register of the Company

Exhibit C          License Agreement

Exhibit D          Milestones for Required Dividend Payments

                       [X] CONFIDENTIAL TREATMENT REQUESTED