INFOSEEK CORP, S-1/A, 1996-05-13

INFOSEEK CORP
S-1/A, 1996-05-13
ADVERTISING

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1996.

REGISTRATION NO. 333-4142
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
INFOSEEK CORPORATION
(Exact name of Registrant as specified in its charter)
---------------------

<TABLE>
<S> <C> <C>
CALIFORNIA 7379 77-0353450
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

2620 AUGUSTINE DRIVE, SUITE 250
SANTA CLARA, CALIFORNIA 95054
(408) 567-2700
(Address, including zip code, and telephone number, including area code, of the
Registrant's principal executive offices)
---------------------

ROBERT E. L. JOHNSON, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INFOSEEK CORPORATION
2620 AUGUSTINE DRIVE, SUITE 250
SANTA CLARA, CALIFORNIA 95054
(408) 567-2700
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
---------------------

Copies to:

<TABLE>
<S> <C>
EDWARD M. LEONARD, ESQ. JEFFREY D. SAPER, ESQ.
JACQUELINE E. COWDEN, ESQ. HOWARD S. ZEPRUN, ESQ.
FRANKLIN P. HUANG, ESQ. JAN-MARC VAN DER SCHEE, ESQ.
MIRIAM RIVERA, ESQ. WILSON SONSINI GOODRICH & ROSATI,
BROBECK, PHLEGER & HARRISON LLP PROFESSIONAL CORPORATION
TWO EMBARCADERO PLACE 650 PAGE MILL ROAD
2200 GENG ROAD PALO ALTO, CALIFORNIA 94304-1150
PALO ALTO, CALIFORNIA 94303 (415) 493-9300
(415) 424-0160
</TABLE>

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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
---------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
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<PAGE> 2

INFOSEEK CORPORATION

CROSS-REFERENCE SHEET

SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM S-1

<TABLE>
<CAPTION>
FORM S-1 REGISTRATION STATEMENT
ITEM AND HEADING HEADING OR LOCATION IN PROSPECTUS
------------------------------------------ ------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. Inside Front Cover Page
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges........ Prospectus Summary; The Company; Risk
Factors
4. Use of Proceeds........................... Prospectus Summary; Use of Proceeds
5. Determination of Offering Price........... Outside Front Cover Pages; Underwriters
6. Dilution.................................. Dilution
7. Plan of Distribution...................... Outside Front Cover Page; Underwriters
8. Description of Securities to be
Registered................................ Prospectus Summary; Capitalization;
Description of Capital Stock
9. Interests of Named Experts and Counsel.... Experts; Legal Matters
10. Information with Respect to
the Registrant............................ Outside and Inside Front Cover Pages;
Prospectus Summary; The Company; Risk
Factors; Use of Proceeds; Dividend Policy;
Capitalization; Dilution; Selected
Financial Data; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business;
Management; Certain Transactions;
Principal Shareholders; Description of
Capital Stock; Shares Eligible for Future
Sale; Experts; Financial Statements
11. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... Not Applicable
</TABLE>
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES
MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION

MAY 13, 1996

3,000,000 SHARES

LOGO
COMMON STOCK
------------------

All of the shares of Common Stock offered hereby are being sold by Infoseek
Corporation ("Infoseek" or the "Company"). Prior to this Offering, there has
been no public market for the Common Stock of the Company. It is currently
estimated that the initial public offering price will be between $10.00 and
$12.00 per share. The Common Stock has been approved for quotation on the Nasdaq
National Market under the symbol "SEEK." See "Underwriting" for a discussion of
the factors to be considered in determining the initial public offering price.

------------------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE 'RISK FACTORS" BEGINNING ON PAGE 5.
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C>
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PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS COMPANY(1)
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Per Share................... $ $ $
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Total(2).................... $ $ $
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</TABLE>

(1) Before deducting expenses of this Offering estimated at $850,000.

(2) The Company has granted the Underwriters a 30-day option to purchase up to
450,000 additional shares of Common Stock solely to cover over-allotments,
if any. To the extent that the option is exercised, the Underwriters will
offer the additional shares at the Price to Public shown above. If the
option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions, and Proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."

-----------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject to
the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made at the offices
of Alex. Brown & Sons Incorporated, Baltimore, Maryland, on or about ,
1996.

ALEX. BROWN & SONS MERRILL LYNCH & CO.
INCORPORATED

THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE> 4

3 PAGES OF ARTWORK

INCORPORATED BY REFERENCE

TO AMENDMENT NO. 1

------------------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this Prospectus. This Prospectus contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended
("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). Actual results and the timing of certain events could
differ materially from those projected in the forward-looking statements as a
result of certain factors described under "Risk Factors" commencing on page 5
and described elsewhere in this Prospectus.

THE COMPANY

The Company's objective is to establish itself as the dominant, branded
navigational service provider on the Internet in order to reach the greatest
audience. The Company seeks to build a high volume of traffic on its services to
provide a preferred platform for content providers and advertisers to reach
their target audiences. To achieve its objective, the Company intends to:
enhance the attractiveness of its service to users through the addition of new
features and functionality; develop and license innovative technologies which
can differentiate its service and scale with the growth of the Internet; offer
advertisers high impact, innovative advertising products; distribute its service
widely through software companies, access providers and others; and form
relationships with leading third party content providers.

The Company's service is differentiated by its underlying search
technology, which is noted for its high accuracy and fast searching capability.
Based on this technology, Infoseek Guide has won a number of industry awards
including"Number 1 Rated Search Engine" (PC Computing Sept 95), "Best of the
Test" (Internet World May 96) and "MVP: Internet Tools" (PC Computing Dec 95).
The Company is currently working on its next generation search engine,
Ultraseek, which the Company plans to release in the second half of 1996.
Ultraseek will enable the searching of a much greater number of Web sites at
even faster speeds with the same level of accuracy for which Infoseek Guide is
currently known.

The Company believes that Infoseek Guide is also differentiated through its
design, which integrates the capabilities of a search engine and a directory to
combine specific responses to search queries with communities of related Web,
USENET and branded third party content and targeted, related advertising. By
creating communities of context-specific information in real-time for users,
Infoseek Guide addresses the needs of consumers for relevant and related
information, enables content providers to reach interested audiences, and allows
advertisers to deliver advertisements to a target group of potential buyers.

The Web is emerging as an important new advertising medium. According to
Forrester Research, Inc., the market for Internet-based advertising will reach
approximately $700 million by 1998, from $37 million in 1995. The Company
believes it is well positioned to take advantage of this growth by serving the
needs of advertisers. By creating communities where users' interests are matched
with advertisements, by tracking impressions and by offering a significant
volume of Web traffic, Infoseek Guide enables advertisers to undertake
measurable, targeted, cost-effective and interactive advertising. During the
quarter ended March 31, 1996, over 120 advertisers placed advertisements on
Infoseek Guide. The Company is actively exploring new technologies which will
allow it to track user behavior and interests, and therefore even more closely
match the interests of audience and advertisers.

The Company believes that distributing and marketing its services widely is
key to successfully growing its audience. The Company was able to gain access to
a large audience and build early brand awareness through its initial
relationship with Netscape Communications Corporation ("Netscape") as the sole
premier "Net Search" navigational service on the Netscape Web page. Beginning
April 11, 1996, Netscape implemented a new "Net Search" display, in which
several navigational service providers are rotated through the most visible
position on the page. In order to maximize its exposure, the Company has also
broadened and will continue to broaden its channels of distribution through
other entities including Microsoft Corporation, NETCOM On-Line Communication
Services, Inc., NYNEX Information Technologies Company ("NYNEX"), Quarterdeck
Corporation, and Verity, Inc. The Company has also established key strategic
alliances with leading media and distribution companies including NYNEX, Reuters
NewMedia Inc., IDG Holdings, Inc., and Kanematsu Corporation.

3
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company......... 3,000,000 shares
Common Stock to be outstanding
after the Offering........................ 24,946,228 shares(1)
Use of proceeds............................. For general corporate purposes, including capital
expenditures and working capital.
Nasdaq National Market symbol............... SEEK
</TABLE>

SUMMARY FINANCIAL DATA
(in thousands, except per share data)

<TABLE>
<CAPTION>
INCEPTION YEARS ENDED THREE MONTHS ENDED
(AUGUST 30, 1993) DECEMBER 31, MARCH 31,
TO DECEMBER 31, ------------------ ------------------
1993 1994 1995 1995 1996
----------------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total revenues.................... $ -- $ -- $ 1,032 $ 5 $ 1,731
Gross profit...................... -- -- 418 (74) 1,041
Operating loss.................... (27) (1,520) (3,172) (426) (3,437)
Net loss.......................... $ (27) $(1,510) (3,075) (422) (3,495)
Pro forma net loss per share
(2)............................. $ (0.12) $ (0.02) $ (0.14)
Shares used in computing pro forma
net loss per share (2).......... 25,863 25,966 25,914
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1996
-----------------------------------------------
PRO FORMA
ACTUAL PRO FORMA(3) AS ADJUSTED(3)(4)
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<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents...................... $ 10,114 $ 18,202 $ 48,042
Working capital................................ 7,131 15,219 45,059
Total assets................................... 15,747 23,835 53,675
Total shareholders' equity..................... 8,962 17,050 46,890
</TABLE>

- ---------------
(1) Based on the number of shares outstanding as of March 31, 1996 and the
issuance of 1,048,501 shares of Convertible Preferred Stock in April 1996.
Excludes 4,440,876 options and warrants outstanding at March 31, 1996, of
which 311,537 were exercisable as of such date. See "Management--1996 Stock
Option/Stock Issuance Plan" and Notes 5, 6 and 9 of Notes to Financial
Statements.

(2) See Note 1 of Notes to Financial Statements.

(3) Reflects the issuance of 1,048,501 shares of Convertible Preferred Stock for
net proceeds of $8,088,000 in April 1996.

(4) Adjusted to reflect the sale to the public of 3,000,000 shares of Common
Stock offered by the Company at an assumed initial public offering price of
$11.00 per share and the application of the estimated net proceeds
therefrom. See "Use of Proceeds" and "Capitalization."
----------------

Except as set forth in the financial statements or as otherwise indicated,
all information in this Prospectus (i) reflects the automatic conversion upon
the closing of the Offering of all of the Company's outstanding shares of
Preferred Stock into shares of Common Stock, and the associated conversion of
outstanding warrants to purchase Preferred Stock into warrants to purchase
Common Stock, (ii) does not reflect exercises of options or warrants after March
31, 1996, (iii) reflects a 3-for-4 reverse stock split to be effected prior to
the effectiveness of this Offering, and (iv) assumes that the Underwriters'
over-allotment option is not exercised.

4
<PAGE> 7

RISK FACTORS

This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Actual results and the timing of certain events
could differ materially from those projected in the forward-looking statements
as a result of the risk factors set forth below and other factors discussed
elsewhere in this Prospectus. In addition to the other information contained in
this Prospectus, investors should carefully consider the following risk factors:

Extremely Limited Operating History; Anticipation of Continued Losses. The
Company has an extremely limited operating history, which makes it difficult to
manage future operations or predict future operating results. The Company was
formed in August 1993, did not commence generating revenues until January 1995
and has generated limited revenues to date. The Company has incurred significant
net losses since inception and expects to continue to incur significant losses
on a quarterly and annual basis for the foreseeable future. As of March 31,
1996, the Company had an accumulated deficit of $8.1 million. The Company and
its prospects must be considered in light of the risks, costs and difficulties
frequently encountered by companies in their early stage of development,
particularly companies in the new and rapidly evolving Internet market. In order
to be successful, the Company must, among other things, continue to attract,
retain and motivate qualified personnel, successfully implement its advertising
program, continue to upgrade its technologies and commercialize products and
services incorporating such technologies, respond to competitive developments
and successfully expand its internal infrastructure. Moreover, due to the
intense competition in the emerging markets addressed by the Company, the
Company must seek to expand all aspects of its business rapidly, which increases
the challenges facing the Company making it more difficult for the Company to
recover from business errors. The Company has achieved only limited revenues to
date, and its ability to generate significant revenues is subject to substantial
uncertainty. There can be no assurance that the Company will be able to address
any of these challenges or will be able to sustain revenue growth or achieve
profitability. See "Selected Financial Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Potential Fluctuations in Future Results. As a result of the Company's
extremely limited operating history as well as the very recent emergence of the
market addressed by the Company, the Company has neither internal nor
industry-based historical financial data for any significant period of time upon
which to base planned operating expenses. The Company has incurred significant
net losses to date. Substantially all of the Company's revenues have been
generated from the sale of advertising, and the Company expects revenue for the
foreseeable future to continue to be derived substantially from advertising
sales. Moreover, most of the Company's contracts with advertising customers have
terms of three months or less, with options to cancel at any time. Accordingly,
future sales and operating results are difficult to forecast. In addition,
significant portions of the Company's revenues to date have been derived from
sales to a limited number of customers, and the Company currently anticipates
that future quarters will continue to reflect this trend. Therefore, the
cancellation or deferral of a small number of advertising contracts or license
agreements could have a material adverse effect on the Company's business,
results of operations and financial condition. The Company's expense levels are
based in part on its expectations as to future revenues and to a large extent
are fixed. The Company may not be able to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. Accordingly, any significant
shortfall in relation to the Company's expectations would have an immediate
adverse impact on the Company's business, results of operations and financial
condition. Moreover, the Company plans to significantly increase its operating
expenses to fund greater levels of research and development, increase its sales
and marketing operations (including payments to Netscape of up to $5 million),
develop new distribution channels and broaden its customer support capabilities.
To the extent that any expenses in 1996 precede or are not subsequently and
timely followed by increased revenues, the Company's business, results of
operations and financial condition will be materially adversely affected.

5
<PAGE> 8

The Company expects that its results of operations may also fluctuate
significantly in the future as a result of a variety of factors, including: the
continued rate of growth, usage and acceptance of the Internet; the rate of
acceptance of the Internet as an advertising medium; demand for the Company's
products and services; the advertising budgeting cycles of individual
advertisers; the introduction and acceptance of new or enhanced products or
services by the Company or by its competitors; the Company's ability to
anticipate and effectively adapt to a developing market and to rapidly changing
technologies; the Company's ability to effectively expand its operations and
manage such expansion; the Company's ability to attract, retain and motivate
qualified personnel; initiation, renewal or expiration of significant contracts
such as the Company's distribution relationship with NYNEX; pricing changes by
the Company or its competitors; specific economic conditions in the Internet
market; general economic conditions and other factors. In addition, the Company
may elect from time to time to make certain pricing, service or marketing
decisions or acquisitions that could have a short-term material adverse effect
on the Company's business, results of operations and financial condition and may
not generate the long-term benefits intended. Due to all of the foregoing
factors, it is likely that in some future period, the Company's operating
results may be below the expectations of public market analysts and investors.
In such event, the price of the Company's Common Stock would likely be
materially adversely affected. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

The Company's revenues in the near term will also be dependent to a
material degree on the Company's relationship with NYNEX. In March 1996, the
Company and NYNEX entered into a one year agreement, which provides that,
beginning in May 1996, the Company will prominently display the BigYellow logo,
which represents NYNEX's interactive shopping directory ("BigYellow"), as the
exclusive comprehensive shopping directory within Infoseek Guide. In exchange
for such exclusivity, NYNEX will pay to the Company up to an aggregate of $4.6
million in monthly payments, which amount will be decreased proportionately if
the number of impressions of the BigYellow logo is below a specified number.
NYNEX may extend the term of the agreement for additional one year periods, with
the fee to be determined based upon Infoseek's then current advertising rate
structure. In addition, NYNEX has the right to cancel or renegotiate the
agreement based upon certain relative traffic volumes on the BigYellow and
Infoseek Guide sites. There can be no assurance that the NYNEX arrangement will
prove to be mutually beneficial or that it will be continued after its initial
term. Furthermore, the current traffic levels are below those required in order
for the Company to receive the maximum payment from NYNEX, and there can be no
assurance that the Company will be able to produce the levels of traffic that
NYNEX has negotiated. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business -- Marketing and Distribution of
the Infoseek Brand" and "-- Infoseek Products and Services."

Developing Market; Unproven Acceptance of Internet Advertising and of the
Company's Products and Services. The market for the Company's products and
services has only recently begun to develop, is rapidly evolving and is
characterized by an increasing number of market entrants with products and
services for use on the Internet. The Company's future success is highly
dependent upon the increased use of the Internet for information publication,
distribution and commerce. In particular, because the Company expects to derive
substantially all of its revenues in the foreseeable future from sales of
Internet advertising, the future success of the Company is highly dependent on
the development of the Internet as an advertising medium. The Internet as an
advertising medium has not been available for a sufficient period of time to
gauge its effectiveness as compared with traditional advertising media. In
addition, most of the Company's current advertising customers have limited or no
experience using the Internet as an advertising medium, have not devoted a
significant portion of their advertising expenditures to such advertising and
may not find such advertising to be effective for promoting their products and
services relative to advertising in traditional media. Also, certain advertising
filter software programs are available that limit or remove advertising from an
Internet user's desktop. Such software, if generally adopted by users, may have
a material adverse effect upon the viability of advertising on the Internet.

6
<PAGE> 9

In addition, the Company's success will depend in large part upon the
continued growth in the use of the Internet and in particular the use of the
Internet for commercial purposes. There can be no assurance that Internet usage
and commerce will become widespread or that extensive content (such as Web pages
and USENET News groups) will continue to be provided over the Internet. Issues
concerning the commercial use of the Internet such as security, reliability,
cost, ease of access and use, quality of service and acceptance of advertising,
remain unresolved and may negatively impact the growth of Internet usage or the
acceptance of the Internet as an advertising medium. To the extent that the
Internet continues to experience growth in the number of users and amount of
traffic, there can be no assurance that the Internet infrastructure will
continue to be able to support the demands placed on it by such growth. In
addition, the Internet could lose its viability due to delays in the development
or adoption of new standards and protocols to handle increased levels of
Internet activity, or due to increased governmental regulation. There can be no
assurance that the infrastructure or complementary services necessary to make
the Internet a viable commercial marketplace will be developed, or, if
developed, that the Internet will become a viable commercial marketplace for
products and services such as those offered by the Company and its advertising
customers.

The Company is in a new and rapidly evolving industry, with demand for and
market acceptance of recently introduced products and services being subject to
a high level of uncertainty. Accordingly, it is difficult to predict its size,
stability and the extent of its growth, if any. There can be no assurance that
the market for the Company's products and services will develop or that demand
for the Company's products or services by Internet users or by advertisers will
emerge or become sustainable. If the market fails to develop, develops more
slowly than expected or becomes saturated with competitors, or if the Company's
products and services do not achieve or sustain acceptance by Internet users or
advertisers, the Company's business, results of operations and financial
condition will be materially adversely affected. See "Business -- Industry
Background."

Reliance on Advertising Revenues. The Company has derived substantially
all of its revenues to date from the sale of advertisements, and expects such
dependence on advertising revenue to continue. The Company's current business
model to generate revenues through the sale of advertising on the Internet is
unproven. The Company's advertising revenues to date have been derived from a
limited number of advertising customers. In addition, substantially all of the
Company's advertising contracts to date have been for terms of three months or
less, with options to cancel at any time. These contracts generally guarantee a
minimum of impressions (displays of the advertisement to the user) per month,
most typically, one million impressions. There can be no assurance that current
advertisers will continue to purchase advertising space and services from the
Company or that sufficient impressions will be achieved or available, or that
the Company will be able to successfully attract additional advertisers. The
Company's ability to generate significant advertising revenues will depend,
among other things, on advertisers' acceptance of the Internet as an attractive
and sustainable medium, the development of a large base of users of the
Company's products and services with demographic characteristics attractive to
advertisers, the successful expansion of the Company's advertising capabilities
and advertising sales force, and strong acceptance of the Company's services by
Internet users. Furthermore, there is intense competition among sellers of
advertising space on the Internet, and a variety of pricing models offered by
different vendors for a range of advertising services, making it difficult to
project future levels of advertising revenues and pricing models that will be
adopted by the industry or individual companies. In addition, certain
advertising filter software programs are available that limit or remove
advertising from an Internet user's desktop. Such software, if generally adopted
by users, may have a material adverse effect upon the viability of advertising
on the Internet. Accordingly, there can be no assurance that the Company will be
successful in generating significant future advertising revenues, and failure to
do so will have a material adverse effect on the Company's business, results of
operations and financial condition. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business -- Industry
Background" and "-- Advertising Sales and Services."

7
<PAGE> 10

Change in Netscape Relationship and Dependence on Other Third Party
Distribution Relationships. From March 1995 through March 1996, the Company's
service was listed as the sole premier navigational service on the Netscape Web
page accessible via the "Net Search" button. As of March 31, 1996, approximately
85% of the traffic to the Company's Infoseek Guide service was derived through
the Netscape Web page. In March 1996, Infoseek entered into a new agreement with
Netscape, which provides that Infoseek will be listed as a non-exclusive premier
provider of navigational services on Netscape's Web page for the period April
10, 1996 to March 31, 1997. Currently, Netscape's Web page displays four
additional premier providers. During the 30 day period from April 11 through May
10, 1996, the Company's average daily traffic was approximately 47% of its
average daily traffic for the 30 day period immediately prior to the change from
being Netscape's sole premiere provider to one of five premier providers. There
can be no assurance that the Company will be able to maintain or increase its
current level of traffic and any failure to do so could materially and adversely
impact advertising revenues. In addition, the Company cannot anticipate the
impact on Infoseek traffic of any changes Netscape may make to this service, to
its Web page or its other services, or the effect on advertising revenues that
may be generated from such traffic. Infoseek's agreement with Netscape provides
for payments of up to an aggregate of $5 million to Netscape over the term of
the agreement. The Company has the right to terminate the agreement at the end
of six months, in which case the payment to Netscape would be reduced to an
aggregate of approximately $2.5 million. Furthermore, if traffic is decreased
significantly as a result of these or other changes in the Netscape relationship
and the Company is unable to develop alternative viable distribution channels,
advertising revenues would probably be adversely affected, while the $5 million
Netscape obligation would not be reduced, unless the Company determines to
terminate the relationship at six months, the result being that the Company's
business, results of operations and financial condition would be materially and
adversely affected.

The Company has also entered into distribution agreements and informal
relationships with other software vendors and operators of online networks and
Web sites. Although none of these relationships currently represents a
significant portion of the Company's traffic, the Company expects that they will
become more important, in part, due to the change in the Netscape relationship.
The Company's business relationships with these other companies consist of
cooperative marketing programs and licenses to include the Company's products
and services in online networks or services offered by these parties, which are
intended to increase the use and visibility of the Company's products and
services. These distribution arrangements, including the arrangement with
Netscape, typically are not exclusive, and are terminable upon little or no
notice. There is no assurance that Netscape or any of these other companies will
not terminate their relationship with the Company or develop their own product
offerings competitive with those of the Company. If Netscape or any of these
other companies were to terminate or reduce their joint marketing activities
with the Company, increase the fees or otherwise change the terms on which the
Company's products and services are accessed through such companies' Web sites,
develop and market their own competitive products and services, or promote
competing products and services from other third parties, or if these
relationships do not result in high-level usage of the Company's services, the
Company's business, results of operations and financial condition could be
materially and adversely affected.

Technological Change and New Products and Services. The market for
Internet products and services is characterized by technological change,
changing customer needs, frequent new product introductions and evolving
industry standards. These market characteristics are exacerbated by the emerging
nature of this market and the fact that many companies are expected to introduce
new Internet products and services in the near future. The Company's future
success will depend in significant part on its ability to continually and on a
timely basis introduce new products, services and technologies and to continue
to improve the performance, features and reliability of the Company's products
and services in response to both evolving demands of the marketplace and
competitive product offerings.

The Company currently employs information retrieval technology licensed
from the Applied Computing Systems Institute of Massachusetts, Inc. ("ACSIOM"),
an entity related to the University

8
<PAGE> 11

of Massachusetts. The Company is developing a new search engine technology,
Ultraseek, which is being designed to significantly improve retrieval and Web
page indexing capabilities beyond the ACSIOM technology. The Company has also
recently licensed certain software technologies from XSoft, a division of XEROX
Corporation ("XEROX"), which technology will be licensed to the Company on a
partially exclusive basis for the first year of the contract. Infoseek has
entered into a letter of intent with HNC Software Inc. ("HNC") to license
certain technology from HNC to automate the development of the Company's Web
Directory ("Directory") feature. It is not yet clear that these technologies and
services under development, and many of the Company's new products and product
enhancements which have been only recently introduced will achieve significant
market acceptance.

There can be no assurance that any new or proposed product or service will
attain market acceptance. Failure of the Company to successfully design,
develop, test, market and introduce new and enhanced technologies and services,
in particular, Ultraseek or any enhancements of the Company's current search
technology, or the failure of the Company's recently introduced products and
services to achieve market acceptance could have a material adverse effect upon
the Company's business, operating results and financial condition. There can be
no assurance that the Company will not experience difficulties that could delay
or prevent the successful development, introduction or marketing of new or
enhanced technologies, products and services, or that the Company's new or
recently introduced products and services will adequately meet the requirements
of the marketplace and achieve significant market acceptance. Due to certain
market characteristics, including technological change, changing customer needs,
frequent new product and service introductions and evolving industry standards,
timeliness of introduction of these new products and services is critical.
Delays in the introduction of new products and services may result in customer
dissatisfaction and may delay or cause a loss of advertising revenue. There can
be no assurance that the Company will be successful in developing new products
or services or improving existing products and services that respond to
technological changes or evolving industry standards, that the Company will not
experience difficulties that could delay or prevent the successful development,
introduction and marketing of new or improved products and services, or that its
new products and services will adequately meet the requirements of the
marketplace and achieve market acceptance. In addition, new or enhanced products
and services introduced by the Company may contain undetected errors that
require significant design modifications. This could result in a loss of
customer confidence and user support, thus adversely affecting the use of the
Company's products and services, which in turn would have a material adverse
effect upon the Company's business, results of operations or financial
condition. If the Company is unable to develop and introduce new or improved
products or services in a timely manner in response to changing market
conditions or customer requirements, the Company's business, operating results
and financial condition will be materially adversely affected. In addition, if
the Company is unable to remain competitive with its competitors, its business,
operating results and financial condition may be materially adversely affected
as well.
See "-- Dependence on Technology Suppliers" and "Business -- Technology."

Dependence on Technology Suppliers. The Company is dependent currently
upon several suppliers for the integral components of its current and future
technologies. The Company has a non-exclusive, perpetual license to certain
technology from ACSIOM relating to text indexing and retrieval. The ACSIOM
technology is currently the core technology used by the Company in its search
engine. Although the Company is currently developing its own proprietary core
search engine technology, there can be no assurance that Ultraseek will be
successfully designed, developed, tested, marketed and introduced or accepted by
the marketplace in a timely manner. In the event that Ultraseek, or an
alternative technology, is not successfully introduced and accepted in a timely
manner, the Company will continue to be dependent upon its license from ACSIOM.
Given the technological changes occurring in the industry, there is no assurance
that the ACSIOM technology will remain a competitive technology in the future.

9
<PAGE> 12

In addition, in April 1996, the Company licensed certain software
technology from HNC. The Company intends to utilize the software technology to
develop an advertising and audience management system to optimize the matching
of advertisements with the appropriate audience. The software will be modified
according to the Company's specifications to integrate it into the Company's
advertisement placement system. This technology will be licensed to the Company
for an initial five year term beginning upon the initial acceptance of the
software by the Company. The Company expects that the proposed technology will
provide significant technological improvements to the Company's advertising and
audience management systems.

Furthermore, the Company has entered into a letter of intent with HNC to
license certain technology from HNC that is intended to allow the Company to
enhance the Company's Web Directory feature. Infoseek expects to use this
technology to automate the construction of Directory categories, assignment of
Web pages to each Directory category and the creation of abstracts for each Web
page included in the Directory. All of these processes are currently being
performed manually. Accordingly, the Company is depending upon the proposed
technology to reduce the cost of expanding its Directory feature. There can be
no assurance that the HNC technology will function as anticipated or will
provide the intended benefits which could require the Company to incur
significantly increased costs to expand its Directory feature.

The Company has also licensed certain software technologies from XEROX to
be used for the linguistic analysis of search terms. This technology will be
licensed to the Company on a partially exclusive basis for the first year. In
addition, the Company may develop other technology alliances and enter into
other license arrangements with technology vendors.

There can be no assurance that the Company and HNC will enter into a
definitive agreement for the proposed technology or that any such agreement will
be on terms favorable to the Company. Moreover, there can be no assurance that
the HNC or XEROX technologies will be successfully designed, developed and
tested, or, that if the technologies are successfully developed, any product or
service into which the technologies are incorporated will be successfully
accepted by the marketplace. Any failure of HNC, XEROX, ACSIOM or any future
technology vendor to provide prompt and effective support and maintenance to the
Company, or to continue to upgrade their respective technologies in order to
continue to be competitive, could have a material adverse effect on the
Company's business, results of operations and financial condition.
See "-- Technological Change and New Products and Services" and
"Business -- Technology."

Dependence Upon Third Party Content Development. A key element of the
Company's strategy involves the use of unique content developed by third parties
exclusively for Infoseek. A significant majority of the Company's relationships
with such third parties, however, have only recently been developed and are
contracted on three month trial bases. There can be no assurance that these
content sponsors will continue to provide content that is unique to Infoseek,
that they will not seek to charge the Company a significant fee for the supply
of such content, that they will not enter into similar arrangements with or
provide similar content to the Company's competitors, that they will continue
their relationship with the Company, or that they will not establish their own
services to compete against the Company for advertising revenue. Nor can there
be any assurance that the Company's current or future third-party content
providers will provide content that is attractive to Web users or that their
efforts will result in significant revenue to the Company. Any failure of these
parties to develop and maintain high-quality and attractive content could result
in dilution to the Infoseek brand and could have a material adverse effect on
the Company's business, results of operations and financial condition. See
"Business -- Infoseek Navigational Services."

Intense Competition. The market for Internet products and services is
highly competitive, with no substantial barriers to entry, and the Company
expects that competition will continue to intensify. In addition, the market for
the Company's products and services has only recently begun to develop, is
rapidly evolving and is characterized by an increasing number of market entrants
with competing

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<PAGE> 13

products and services. The Company does not believe this market will support the
increasing number of competitors and their products and services. Although the
Company believes that the diverse segments of the Internet market may provide
opportunities for more than one supplier of products and services similar to
those of the Company, it is possible that a single supplier may dominate one or
more market segments. Accordingly, any failure of the Company to provide product
and service offerings that achieve success in the short-term could result in an
insurmountable loss in marketshare and brand acceptance, and could, therefore,
have a material adverse and long-term effect upon the Company's business,
results of operations and financial condition.

A number of companies offer competitive products and services addressing
certain of the Company's target markets. These companies include America Online,
Inc., Digital Equipment Corporation, Excite, Inc., Lycos, Inc., The McKinley
Group, Open Text Corporation, CompuServe Corporation, Prodigy Services Company
and Yahoo! Corporation. In addition, the Company competes with metasearch
services that allow a user to search the databases of several catalogs and
directories simultaneously. The Company also competes indirectly with database
vendors that offer information search and retrieval capabilities with their core
database products. In the future, the Company may encounter competition from
providers of Web browser software, including Netscape and Microsoft Corporation
("Microsoft"), online services and other providers of other Internet products
and services who elect to incorporate their own search and retrieval features
into their offerings.

Many of the Company's existing and potential competitors have significantly
greater financial, technical and marketing resources than the Company. The
Company may also be adversely affected by competition from licensees of its
products and technology, current and future advertisers, as well as from its
current, future and former content providers. There can be no assurance that the
Company's competitors will not develop Internet products and services that are
superior to those of the Company or that achieve greater market acceptance than
the Company's offerings. Moreover, a number of the Company's current advertising
customers, licensees and licensors have also established relationships with
certain of the Company's competitors and future advertising customers, licensees
and licensors may establish similar relationships. In addition, the Company
competes with online services and other Web site operators as well as
traditional offline media such as print and television for a share of
advertisers' total advertising budgets. There can be no assurance that the
Company will be able to compete successfully against its current or future
competitors or that competition will not have a material adverse effect on the
Company's business, results of operations and financial condition. See
"Business -- Competition."

Management of Growth; Need to Establish Infrastructure; Recent Management
Additions. The rapid growth that the Company believes is necessary to
successfully offer its products and services has placed, and is expected to
continue to place, a significant strain on the Company's managerial, operational
and financial resources. The Company continues to expand its operations and
increase its dependence and reliance on computer generated information. This
evolution necessitates continuous reassessment of the appropriateness of the
Company's computerized data and systems. The Company's current management
information system is cumbersome and inefficient and requires a significant
amount of manual effort using personal computer spreadsheets in order to process
and analyze information. This situation makes it difficult for management to
obtain timely and accurate information. The Company is evaluating a number of
new financial and management controls, reporting systems and procedures, as well
as its information systems and technology. Such expansion efforts will create
significant strain upon the Company's existing resources. In addition, during
the 12 month period from March 31, 1995 to March 31, 1996, the Company hired its
President and Chief Executive Officer, Executive Vice President and Chief
Financial Officer, Vice President-Engineering, Vice President-Worldwide
Advertising, Vice President Chief Marketing Officer, Vice President-Product
Management and Editor. Moreover, the Company grew from 11 employees to 71
employees during that same period, and the Company expects the number of
employees to continue to grow over the next 12 months.

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<PAGE> 14

There can be no assurance that the Company will be able to effectively
manage the expansion of its operations, that the Company's new management team
will work together effectively, that the Company will be able to attract and
retain qualified personnel, that the Company's systems, procedures or controls
will be adequate to support the Company's operations or that Company management
will be able to achieve the rapid execution necessary to fully exploit any
potential market opportunity for the Company's products and services and media
properties. In addition, the Company intends to establish at least one mirror,
or duplicate, site in another geographic location, which will create additional
operational and management complexities, including the need for continual
updating and maintenance of directory listings among geographically dispersed
network servers. Any inability to effectively manage growth could have a
material adverse effect on the Company's business, results of operations and
financial condition. See "Business -- Employees" and "Management."

Intellectual Property and Proprietary Rights. The Company's success
depends significantly upon its proprietary technology. The Company currently
relies on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect its proprietary
rights. The Company generally enters into confidentiality agreements with its
employees and consultants. The Company seeks to protect its software,
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection. In addition, the Company currently has six
United States patent applications pending. There can be no assurance that any
pending applications will be approved, that if issued any such patent will not
be challenged, and that if challenged, any such patent(s) will not be
invalidated. There can be no assurance that any issued patent will provide the
Company with any competitive advantages or will not be challenged by third
parties. The Company has registered and applied for registration for certain
service marks and trademarks, and will continue to evaluate the registration of
additional service marks and trademarks as appropriate. Despite the Company's
efforts to protect its proprietary rights, unauthorized parties may attempt to
copy aspects of the Company's products or services or to obtain and use
information that the Company regards as proprietary. In addition, the laws of
some foreign countries do not protect proprietary rights to as great an extent
as do the laws of the United States. Litigation may be necessary to protect the
Company's proprietary technology. Any such litigation may be time-consuming and
costly. There can be no assurance that the Company's means of protecting its
proprietary rights will be adequate or that the Company's competitors will not
independently develop similar technology or duplicate the Company's products or
services or design around patents or other intellectual property rights of the
Company.

There have been substantial amounts of litigation in the information
technology industry regarding intellectual property rights. There can be no
assurance that the Company will develop proprietary products or services or
technologies that are patentable or that the patents of others will not have a
material adverse effect on the Company's ability to do business. In addition,
there can be no assurance that third parties will not in the future claim
infringement by the Company with respect to current or future products or
services, trademarks or other proprietary rights, or that the Company will not
counterclaim against any such parties in such actions. Any such claims or
counterclaims could be time-consuming, result in costly litigation, cause
product release delays, require the Company to redesign its products or services
or require the Company to enter into royalty or licensing agreements, any of
which could have a material adverse effect upon the Company's business,
operating results and financial condition. Such royalty or licensing agreements,
if required, may not be available on terms acceptable to the Company or at all.
See "-- Government Regulation and Legal Uncertainties," "-- Liability for
Information Retrieved from the Internet" and "Business -- Intellectual Property
and Proprietary Rights."

Capacity Constraints and System Failure. A key element of the Company's
strategy is to generate a high volume of traffic to its products and services.
Accordingly, the performance of the Company's products and services is critical
to the Company's reputation, its ability to attract advertisers to the Company's
Web sites and market acceptance of these products and services. Any system
failure that causes interruptions or that increases response time of the
Company's products

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<PAGE> 15

and services would result in less traffic to the Company's Web sites and, if
sustained or repeated, would reduce the attractiveness of the Company's products
and services to advertisers and customers. In addition, an increase in the
volume of searches conducted through the Company's products and services could
strain the capacity of the software, hardware or telecommunications lines
deployed by the Company, which could lead to slower response time or system
failures. As the number of Web pages and users increase, there can be no
assurance that the Company's products, services and systems will be able to
scale appropriately. The Company is also dependent upon Web browser companies
and Internet and online service providers for access to its products and
services, and users have experienced and may in the future experience
difficulties due to system or software failures or incompatibilities not within
the Company's control. The Company is also dependent on hardware suppliers for
prompt delivery, installation and service of servers and other equipment and
services used to provide its products and services. Any disruption in the
Internet access and service provided by the Company or its service providers
could have a material adverse effect upon the Company's business, results of
operations and financial condition.

The process of managing advertising within large, high traffic Web sites
such as the Company's is an increasingly important and complex task. The Company
relies on internal advertising inventory management and analysis systems to
provide enhanced internal reporting and customer feedback on advertising. To the
extent that any extended failure of the Company's advertising management system
results in incorrect advertising insertions, the Company may be exposed to "make
good" obligations with its advertising customers, which, by displacing
advertising inventory, could have a material adverse effect on the Company's
business, results of operations and financial condition.

In addition, the Company's operation depends upon its ability to maintain
and protect its computer systems located in Santa Clara, California. This system
is vulnerable to damage from fire, floods, earthquakes, power loss,
telecommunications failures, break-ins and similar events. The Company does not
currently have a disaster recovery plan in effect. Despite the implementation of
network security measures by the Company, its servers are also vulnerable to
computer viruses, break-ins and similar disruptive problems. Computer viruses,
break-ins or other problems caused by third parties could lead to interruptions,
delays in or cessation of service to users of the Company's products and
services. The occurrence of any of these risks could have a material adverse
effect on the Company's business, results of operations and financial condition.
See "Business -- Facilities."

Dependence on Key Personnel. The Company's future performance depends in
significant part upon the continued contributions of its key technical and
senior management personnel including, in particular, Robert E.L. Johnson, III,
the Company's President and Chief Executive Officer and Steven T. Kirsch, a
founder and the Chairman of the Board of the Company, none of whom is bound by
an employment agreement. The Company provides incentives such as salary,
benefits and option grants (which are typically subject to vesting over four
years) to attract and retain qualified employees. The loss of the services of
Mr. Johnson or Mr. Kirsch or any of the Company's officers or other key
employees could have a material adverse effect on the Company's business,
operating results and financial condition. The Company's future success also
depends on its continuing ability to attract and retain highly qualified
technical and management personnel. Competition for such personnel is intense,
and there can be no assurance that the Company can retain its key technical and
management employees or that it can attract, assimilate or retain other highly
qualified technical and management personnel in the future. See
"Business -- Employees" and "Management."

Government Regulation and Legal Uncertainties. The Company is not
currently subject to direct regulation by any government agency, other than
regulations applicable to businesses generally, and there are currently few laws
or regulations directly applicable to access to or commerce on the Internet. It
is possible that a number of laws and regulations may be adopted with respect to
the Internet, covering issues such as user privacy, pricing and characteristics
and quality of products and services. For example, the recently enacted
Telecommunications Reform Act of 1996 imposes criminal penalties on anyone who
distributes obscene, lascivious or indecent communications on the Internet. The
adoption of any such laws or regulations may decrease the growth of the
Internet, which could in turn decrease the demand for the Company's products,

13
<PAGE> 16

increase the Company's cost of doing business, or otherwise have an adverse
effect on the Company's business, results of operations or financial condition.
Moreover, the applicability to the Internet of existing laws governing issues
such as property ownership, copyright, trade secret, libel and personal privacy
is uncertain. Any such new legislation or regulation could have a material
adverse effect on the Company's business, results of operations or financial
condition. See "-- Intellectual Property and Proprietary Rights."

Liability for Information Retrieved from the Internet. Because Internet
services provided by the Company require the Company to link users to
information which is downloaded, indexed and distributed from Web pages
published by a large number of Internet Web sites and content providers, there
is potential that claims will be made against the Company on theories such as
defamation, negligence, copyright or trademark infringement, distribution of
obscene, lascivious or indecent communications or other theories of liability
based on the nature and content of such materials. Such claims have been
brought, and sometimes successfully pressed, against online services in the
past. Additionally, claims could be made against the Company for copyright
infringement based on the improper dissemination of information. Although the
Company carries general liability insurance, the Company's insurance may not
cover potential claims of this type, or may not be adequate to indemnify the
Company for all liability that may be imposed. Any imposition of liability that
is not covered by insurance or is in excess of insurance coverage could have a
material adverse effect on the Company.

No Prior Public Market; Determination of Public Offering Price; Potential
Volatility of Stock Price. Prior to this Offering there has been no public
market for the Company's Common Stock, and there can be no assurance that an
active public market for the Common Stock will develop or be sustained after the
Offering. The initial offering price will be determined by negotiation among the
Company and the Underwriters based upon several factors and may not be
indicative of future market prices. See "Underwriting" for information relating
to the method of determining the initial public offering price. The trading
price of the Company's Common Stock could be subject to wide fluctuations in
response to a number of factors, including quarterly variations in operating
results, announcements of technological innovations or new products and
services, applications or product enhancements by the Company or its
competitors, changes in financial estimates by securities analysts and other
events. In addition, the stock markets in general, and the market prices for
Internet-related companies in particular, have historically experienced extreme
volatility that at times has been unrelated to the operating performance of such
companies. The trading price of the Common Stock could also be subject to
significant fluctuations in response to variations in quarterly results of
operations, announcements of new products or acquisitions by the Company or its
competitors, governmental regulatory action, other developments or disputes with
respect to proprietary rights, general trends in the industry and overall market
conditions and other factors. These broad market fluctuations may adversely
affect the market price of the Company's Common Stock. See "Underwriting."

Shares Eligible for Future Sale; Registration Rights. Sales of a
substantial number of shares of Common Stock in the public market following this
Offering could adversely affect the market price for the Common Stock. The
number of shares of Common Stock available for sale in the public market is
limited by restrictions under the Securities Act of 1933, as amended (the
"Securities Act"), and lock-up agreements under which the holders of such shares
have agreed that they will not directly or indirectly offer, sell, contract to
sell, grant an option to purchase, grant a security interest in, hypothecate or
otherwise sell or dispose of any of their shares of Common Stock of the Company
for a period of 180 days after the date of this Prospectus, which lockups may
not be released without the prior written consent of Alex. Brown & Sons
Incorporated. However, Alex. Brown & Sons Incorporated may, in its sole
discretion and at any time without notice, release all or any portion of the
securities subject to lock-up agreements. As a result of the lock-up agreements
with the Underwriters on the date of this Prospectus, no shares other than the
3,000,000 shares offered hereby will be eligible for sale. Upon the expiration
of the lock-up agreements 180 days after the date of this Prospectus, an
aggregate of approximately 13,514,626 shares will first become

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<PAGE> 17

eligible for sale into the public market immediately following the Offering,
based on shares outstanding at March 31, 1996 and including the issuance of
1,048,501 shares of Convertible Preferred Stock in April 1996. In addition, the
Company intends to register, on the effective date of this Offering, a total of
187,500 shares of Common Stock reserved for issuance under the Company's
Employee Stock Purchase Plan and, after the effective date of this Offering, a
total of 5,625,000 shares of Common Stock subject to outstanding options or
reserved for issuance under the Company's 1996 Stock Option Plan/Stock Issuance
Plan. All shares issued under such benefits plans will also be subject to
lock-up agreements until 180 days following the date of this Prospectus. In
addition, upon expiration of the lock-up agreements referred to above, holders
of approximately 21,579,512 shares of Common Stock and warrants and options to
purchase 1,345,000 shares of Common Stock will be entitled to certain
registration rights with respect to such shares. If such holders, by exercising
their registration rights, cause a large number of shares to be registered and
sold in the public market, such sales could have an adverse effect on the market
price for the Company's Common Stock. See "Shares Eligible for Future Sale."

Control by Existing Shareholders; Certain Anti-Takeover Provisions
Affecting Shareholders. Upon completion of this Offering, the present directors,
executive officers and principal shareholders of the Company and their
affiliates will beneficially own approximately 63% of the outstanding Common
Stock, and will be able to control all matters requiring shareholder approval,
including approval of significant corporate transactions. Under the General
Corporations Law of California, the Company's shareholders are currently
entitled to cumulate their votes for the election of directors. The Company's
Amended and Restated Articles of Incorporation and Bylaws provide, however, that
cumulative voting will no longer be permitted at such time as the Company's
stock is publicly traded in a manner that meets certain standards established by
the General Corporations Law of California. The Company expects that the
requirements shall have been met and cumulative voting shall have been
eliminated by the record date for its next annual meeting of shareholders.
Accordingly, the principal shareholders of the Company, who collectively hold
approximately 15,891,140 of the Company's outstanding stock, will be able to
control election of all directors of the Company. The Company's Board of
Directors has the authority to issue up to 5,000,000 shares of Preferred Stock
and to determine the price, rights, preferences, privileges and restrictions,
including voting rights, of those shares without any further vote or action by
the shareholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. The issuance of Preferred Stock could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company. These provisions along
with the provisions of the Company's Bylaws described above, could delay or make
more difficult a proxy contest involving the Company, which could adversely
affect the market price of the Company's Common Stock. See "Description of
Capital Stock -- Preferred Stock and -- Certain Provisions of the Company's
Articles of Incorporation and Bylaws."

Dilution. Purchasers in this Offering will suffer an immediate and
substantial dilution in the net tangible book value of the Common Stock from the
initial public offering price. Additional dilution is likely to occur upon
exercise of options granted by the Company. See "Dilution."

No Specific Use of Proceeds. The Company expects that it will use the net
proceeds of this Offering for general corporate purposes, including working
capital, payment of the Company's one year obligation to Netscape of up to $5
million and capital expenditures in connection with the Company's business
expansion. The Company has no other specific plans as to the use of the net
proceeds from this Offering. Pending use, the Company plans to invest the net
proceeds in investment-grade, interest-bearing securities. Accordingly,
management will have significant flexibility in applying the net proceeds of
this Offering. See "Use of Proceeds."

Future Capital Needs; Uncertainty of Additional Financing. The Company
currently anticipates that the net proceeds of this Offering and its recently
completed $18,138,000 Series E Preferred Stock financing, together with
available funds and cash flows generated from advertising revenues, will be
sufficient to meet its anticipated needs for working capital, capital
expenditures

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<PAGE> 18

and business expansion for at least the next 12 months. Thereafter, the Company
may need to raise additional funds. The Company may need to raise additional
funds sooner in order to fund more rapid expansion, to develop new or enhanced
services or products, to respond to competitive pressures or to acquire
complementary products, businesses or technologies. If additional funds are
raised through the issuance of equity or convertible debt securities, the
percentage ownership of the shareholders of the Company will be reduced,
shareholders may experience additional dilution and such securities may have
rights, preferences or privileges senior to those of the holders of the
Company's Common Stock. There can be no assurance that additional financing will
be available on terms favorable to the Company, or at all. If adequate funds are
not available or are not available on acceptable terms, the Company may not be
able to fund its expansion, take advantage of unanticipated acquisition
opportunities, develop or enhance services or products or respond to competitive
pressures. Such inability could have a material adverse effect on the Company's
business, results of operations and financial condition. See "Use of Proceeds"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

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<PAGE> 19

THE COMPANY

The Company was incorporated in California in August 1993. The Company's
principal executive office is located at 2620 Augustine Drive, Suite 250, Santa
Clara, California 95054 and its telephone number at such location is (408)
567-2700. The Company's Web page address is http://www.infoseek.com. Information
contained in the Company's Web site shall not be deemed a part of this
Prospectus.

Infoseek is a registered service mark of the Company and the Infoseek logo,
Infoseek Guide, Infoseek Professional, and Ultraseek are trademarks of the
Company. This Prospectus also includes trademarks of companies other than
Infoseek.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 3,000,000 shares of
Common Stock offered by the Company hereby are estimated to be approximately
$29,840,000 ($34,443,500 if the Underwriter's overallotment option is exercised
in full), at an assumed initial public offering price of $11.00 per share to the
public and after deducting estimated underwriting discounts and commissions and
estimated offering expenses. The primary purposes of this Offering are to create
a public market for the Common Stock, to facilitate future access to public
markets and to obtain additional equity capital. The Company expects that it
will use the net proceeds of this Offering for general corporate purposes,
including working capital, payment of the Company's one year obligation to
Netscape of up to $5 million and capital expenditures in connection with the
Company's business expansion. The Company has no other specific plans as to the
use of the net proceeds from this Offering. A portion of the net proceeds may
also be used for the acquisition of businesses, products and technologies that
are complementary to those of the Company. The Company has no present plans,
agreements or commitments and its not currently engaged in any negotiations with
respect to any such transaction. Pending use, the Company plans to invest the
net proceeds in investment-grade, interest-bearing securities. See "Risk
Factors -- No Specific Use of Proceeds."

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its capital
stock, and does not expect to pay cash dividends on its Common Stock in the
foreseeable future. The Company currently intends to retain its earnings, if
any, for use in its business.

17
<PAGE> 20

CAPITALIZATION

The following table sets forth the capitalization of the Company (i) at
March 31, 1996, (ii) pro forma as of such date, to give effect to the net
proceeds from sale of 1,048,501 shares of Convertible Preferred Stock for
$8,088,000 in April 1996, and (iii) pro forma as adjusted to give effect to (a)
the automatic conversion of all outstanding shares of Preferred Stock into
Common Stock upon the closing of this Offering and (b) the receipt by the
Company of the estimated net proceeds from the sale of 3,000,000 shares of
Common Stock pursuant to this Offering at an assumed initial public offering
price of $11.00 per share:

<TABLE>
<CAPTION>
MARCH 31, 1996
-------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------- --------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Short-term obligations.................................. $ 914 $ 914 $ 914
======= =======
Long-term obligations................................... $ 2,490 $ 2,490 $ 2,490
Shareholders' equity:
Preferred stock, no par value; 5,000,000 shares
authorized; no shares issued or outstanding........ -- -- --
Convertible preferred stock, no par value; 27,890,378
shares authorized, no shares authorized, pro forma
as adjusted; 16,519,175 shares issued and
outstanding, actual; 17,567,676 shares issued and
outstanding, pro forma; and no shares issued and
outstanding, pro forma as adjusted (1,218,750 and
1,593,751 shares redeemable actual and pro
forma)............................................. 16,395 24,483 --
Common stock, no par value; 45,000,000 shares
authorized, actual and pro forma; 60,000,000 shares
authorized, pro forma as adjusted; 4,378,552 shares
issued and outstanding, actual; 4,378,552 shares
issued and outstanding, pro forma; and 24,946,228
shares issued and outstanding, pro forma as
adjusted(1)........................................ 5,014 5,014 59,337
Accumulated deficit................................... (8,107) (8,107) (8,107)
Deferred compensation................................. (3,714) (3,714) (3,714)
Notes receivable from shareholders.................... (626) (626) (626)
------- -------
Total shareholders' equity......................... 8,962 17,050 46,890
------- -------
Total capitalization.......................... $11,452 $19,540 $49,380
======= =======
</TABLE>

- ---------------
(1) Excludes, as of March 31, 1996: (i) 4,340,876 shares of Common Stock
issuable upon exercise of stock options outstanding under the Company's
Stock Option Plan and an additional 1,067,408 shares reserved for issuance
under such plan; and (ii) 100,000 shares of Convertible Preferred Stock
issuable upon exercise of outstanding warrants (convertible into warrants to
purchase 100,000 shares of Common Stock upon the closing of this Offering).
Subsequent to March 31, 1996, the Company: (i) adopted, subject to
shareholder approval, the 1996 Stock Option/Stock Issuance Plan to replace
the Stock Option Plan and approved an increase in the total number of shares
authorized for issuance thereunder from 5,408,284 to 5,625,000; (ii) granted
options to purchase a total of 125,250 shares of Common Stock at a weighted
average exercise price of $7.67 per share; and (iii) adopted, subject to
shareholder approval, the Employee Stock Purchase Plan and reserved a total
of 187,500 shares for future issuance thereunder. See "Management -- 1996
Stock Option/Stock Issuance Plan" and Notes 5, 6 and 9 of Notes to Financial
Statements.

18
<PAGE> 21

DILUTION

The pro forma net tangible book value of the Company's Common Stock as of
March 31, 1996 was $17,012,922, or approximately $0.78 per share. Pro forma net
tangible book value per share represents the amount of the Company's
shareholders' equity, less intangible assets, divided by the shares of Common
Stock outstanding after giving pro forma effect to (i) the sale of $8,088,000 of
Preferred Stock in April 1996 and (ii) the conversion of all outstanding shares
of Preferred Stock into Common Stock upon completion of this Offering.

Dilution per share represents the difference between the amount per share
paid by purchasers of shares of Common Stock in this Offering made hereby and
the as adjusted net tangible book value per share of Common Stock immediately
after completion of this Offering. After giving effect to the sale of 3,000,000
shares of Common Stock offered by the Company hereby at an assumed offering
price of $11.00 per share to the public and after deducting the estimated
underwriting discounts and estimated offering expenses, the as adjusted net
tangible book value of the Company as of March 31, 1996 would have been
$46,852,922 or $1.88 per share. This represents an immediate increase in net
tangible book value of $1.10 per share to existing shareholders and an immediate
dilution in net tangible book value of $9.12 per share to purchasers of Common
Stock in this Offering, as illustrated in the following table:

<TABLE>
<S> <C> <C>
Assumed public offering price per share........................... $11.00
Net tangible book value per share at March 31, 1996............. $0.78
Increase in net tangible book value per share attributable to
new investors................................................ 1.10
------
Pro forma net tangible book value per share after the Offering.... 1.88
------
Dilution per share to new investors............................... $ 9.12
======
</TABLE>

The following table sets forth on a pro forma basis, as described above, as
of March 31, 1996 the number of shares of Common Stock purchased from the
Company, the total consideration paid and the average price per share paid by
the existing shareholders and by new public investors (assuming an initial
public offering price of $11.00 per share to the public and before deduction of
estimated underwriting discounts and commissions and offering expenses):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
----------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders(1)............... 21,946,228 88% $25,667,704 44% $ 1.17
New shareholders(1).................... 3,000,000 12 33,000,000 56 $ 11.00
----------- ------- ----------- -------
Total......................... 24,946,228 100% $58,667,704 100%
========== ====== ========== ======
</TABLE>

- ---------------
(1) Assumes no exercise of the following stock options and warrants outstanding
as of March 31, 1996: (i) options to purchase a total of 4,340,876 shares of
Common Stock at a weighted average exercise price of $0.80 per share; and
(ii) warrants to purchase 100,000 shares of Convertible Preferred Stock at
an exercise price of $0.80 per share (convertible into warrants to purchase
100,000 shares of Common Stock at an average exercise price of $0.80 upon
the closing of this Offering). Subsequent to March 31, 1996, the Company:
(i) adopted, subject to shareholder approval, the 1996 Stock Option/Stock
Issuance Plan to replace the Stock Option Plan and approved an increase in
the total number of shares authorized for issuance thereunder from 5,408,284
to 5,625,000, (ii) granted options to purchase a total of 125,250 shares of
Common Stock at a weighted average exercise price of $7.67 per share; and
(iii) adopted, subject to shareholder approval, the Employee Stock Purchase
Plan and reserved a total of 187,500 shares for future issuance thereunder.
To the extent options or warrants are exercised, there will be further
dilution to new investors in the Offering. See "Management -- 1996 Stock
Option/Stock Issuance Plan" and Notes 5, 6 and 9 of Notes to Financial
Statements.

19
<PAGE> 22

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with
the Company's financial statements and related notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere in this Prospectus. The statements of operations data for the
period from inception (August 30, 1993) to December 31, 1993 and for the years
ended December 31, 1994 and 1995 and the balance sheet data at December 31, 1994
and 1995, are derived from and qualified by reference to the financial
statements of the Company which have been audited by Ernst & Young LLP,
independent auditors. The statements of operations data for the three month
periods ended March 31, 1995 and 1996 and the balance sheet data as of March 31,
1996 are derived from unaudited financial statements included elsewhere herein
and are prepared on a basis consistent with the Company's audited financial
statements and, in management's opinion, fairly state the Company's financial
position and results of operation as of such dates and for the periods then
ended, and include all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the information.

<TABLE>
<CAPTION>
INCEPTION YEARS ENDED THREE MONTHS ENDED
(AUGUST 30, 1993) DECEMBER 31, MARCH 31,
TO DECEMBER 31, ------------------- -------------------
1993 1994 1995 1995 1996
----------------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues:
Advertising........................ $ -- $ -- $ 849 $ -- $ 1,656
Subscription....................... -- -- 184 5 75
---- ------- ------- ----- -------
Total revenues............. -- -- 1,033 5 1,731
Cost of revenues..................... -- -- 615 79 690
---- ------- ------- ----- -------
Gross profit......................... -- -- 418 (74) 1,041
Operating expenses:
Research and development........... 8 1,063 1,175 177 934
Sales and marketing................ -- 97 1,267 77 2,684
General and administrative......... 19 360 1,148 98 860
---- ------- ------- ----- -------
Total operating expenses... 27 1,520 3,590 352 4,478
---- ------- ------- ----- -------
Operating loss....................... (27) (1,520) (3,172) (426) (3,437)
Interest income (expense) net........ -- 10 97 4 (58)
---- ------- ------- ----- -------
Net loss............................. $ (27) $(1,510) $(3,075) $ (422) $(3,495)
==== ======= ======= ===== =======
Pro forma net loss per share(1)...... $ (0.12) $ (0.02) $ (0.14)
======= ===== =======
Shares used in computing pro forma
net loss per share(1).............. 25,863 25,966 25,914
======= ===== =======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, MARCH
------------------------------- 31,
1993 1994 1995 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments.... $ 177 $ 568 $ 1,626 $10,114
Working capital (deficit)............................ (99) 458 92 7,131
Total assets......................................... 318 859 5,123 15,747
Long-term obligations................................ -- 210 838 2,640
Total shareholders' equity........................... 27 520 2,142 8,962
</TABLE>

- ---------------
(1) See Note 1 of Notes to Financial Statements for an explanation of the
determination of the shares used in computing pro forma net income (loss)
per share.

20
<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Actual results could differ materially from those projected in the
forward-looking statements as a result of the risk factors commencing on page 5
as well as other factors described below and elsewhere in this Prospectus.

OVERVIEW

Infoseek was formed in August 1993 to develop and provide Internet and
World Wide Web ("Web") navigational services. From inception (August 30, 1993)
to March 31, 1995, the Company's operations were limited and consisted primarily
of start-up activities, including recruiting personnel, raising capital,
research and development, and the negotiation and execution of an agreement with
ACSIOM to license an information retrieval search engine developed at the
University of Massachusetts.

The Company introduced its first products and services in 1995. During 1995
and for the first quarter of 1996, the Company derived its revenues
substantially from the sale of advertisements on its Web pages and, to a lesser
extent, from subscription fees for the Company's services. During these periods,
advertising revenues accounted for approximately 82% and 96%, respectively, of
total revenues. The Company expects to continue to derive substantially all of
its revenues for the foreseeable future from selling advertising space on its
Web sites. Advertising revenues are derived principally from short-term
advertising contracts in which the Company guarantees a minimum number of
impressions (displays of an advertisement to the user) for a fixed fee.
Advertising revenues are recognized ratably over the term of the contract during
which services are provided, and are stated net of customer discounts. Also
included in advertising revenues is the exchange by the Company of advertising
space on the Company's Web sites for reciprocal advertising space in other media
publications or other Web sites or receipt of applicable goods and services.
Revenues from these exchange transactions are recorded as advertising revenues
at the estimated fair value of the goods and services received and are
recognized when both the Company's advertisements and reciprocal advertisements
are run or applicable goods or services are received. Although such revenues
have been insignificant to date, the Company believes these exchange
transactions are of value, particularly in the marketing of the Infoseek brand,
and expects to continue to engage in these transactions in the future. The
Company has also derived revenues during 1995 and the first quarter of 1996 from
fees related to a premium subscription service offered to business and
professional users. Revenues from this service are recognized over the period
the service is provided. The Company's current business model to generate
revenues through the sale of advertising on the Internet is unproven. There can
be no assurance that current advertisers will continue to purchase advertising
space and services from the Company or that the Company will be able to
successfully attract additional advertisers. See "Risk Factors -- Reliance on
Advertising Revenues."

The Company has an extremely limited operating history, which makes it
difficult to manage future operations or predict future operating results. The
Company did not commence generating revenues until 1995 and has generated
limited revenues to date. The Company has incurred significant net losses since
inception and expects to continue to incur significant losses on a quarterly and
annual basis for the foreseeable future. As of March 31, 1996, the Company had
an accumulated deficit of $8.1 million. The Company and its prospects must be
considered in light of the risks, costs and difficulties frequently encountered
by companies in their early stage of development, particularly companies in the
new and rapidly evolving Internet market. In order to be successful, the Company
must, among other things, continue to attract, retain and motivate qualified
personnel, successfully implement its advertising program, continue to upgrade
its technologies and commercialize products and services incorporating such
technologies, respond to competitive developments and successfully expand its
internal infrastructure. As a result of the Company's extremely limited
operating history as well as the very recent emergence of the market addressed
by

21
<PAGE> 24

the Company, the Company has neither internal nor industry-based historical
financial data for any significant period of time upon which to base planned
operating expenses. Moreover, most of the Company's contracts with advertising
customers have terms of three months or less, with options to cancel at any
time. Accordingly, future sales and operating results are difficult to forecast.
In addition, significant portions of the Company's revenues to date have been
derived from sales to a limited number of customers, and the Company currently
anticipates that future quarters will continue to reflect this trend. Therefore,
the cancellation or deferral of a small number of advertising contracts or
license agreements could have a material adverse effect on the Company's
business, results of operations and financial condition. The Company's expense
levels are based in part on its expectations as to future revenues and to a
large extent are fixed. The Company may not be able to adjust spending in a
timely manner to compensate for any unexpected revenue shortfall. Accordingly,
any significant shortfall in relation to the Company's expectations would have
an immediate adverse impact on the Company's business, results of operations and
financial condition.

The Company expects that its results of operations may also fluctuate
significantly in the future as a result of a variety of factors, including the
continued rate of growth, usage and acceptance of the Internet; the rate of
acceptance of the Internet as an advertising medium; demand for the Company's
products and services; the advertising budgeting cycles of individual
advertisers; the introduction and acceptance of new or enhanced products or
services by the Company or by its competitors; the Company's ability to
anticipate and effectively adapt to a developing market and to rapidly changing
technologies; the Company's ability to effectively expand its operations and
manage such expansion; the Company's ability to attract, retain and motivate
qualified personnel; initiation, renewal or expiration of significant contracts
such as the Company's distribution relationship with NYNEX; pricing changes by
the Company or its competitors; specific economic conditions in the Internet
market; general economic conditions and other factors. In addition, the Company
may elect from time to time to make certain pricing, service or marketing
decisions or acquisitions that could have a short-term material adverse effect
on the Company's business, results of operations and financial condition and may
not generate the long-term benefits intended. Due to all of the foregoing
factors, it is likely that in some future period, the Company's operating
results may be below the expectations of public market analysts and investors.
In such event, the price of the Company's Common Stock would likely be
materially adversely affected. See "Risk Factors -- Extremely Limited Operating
History; Anticipation of Continued Losses," " -- Potential Fluctuations in
Future Results" and " -- Developing Market; Unproven Acceptance of Internet
Advertising and of the Company's Products and Services."

RESULTS OF OPERATIONS

From inception through the first quarter of 1995, the Company's operations
were limited and consisted primarily of start-up activities. Accordingly, the
Company believes that year-to-year comparisons of 1993 against 1994,
year-to-year comparisons of 1994 against 1995, and period-to-period comparisons
of the first quarter of 1996 against the comparable period in 1995, are not
meaningful. Accordingly the Company has not included such comparisons in the
following discussion. Likewise, because of the Company's limited operations in
1995, the Company believes that future period-to-period comparisons against 1995
may also not be meaningful. See "Risk Factors -- Extremely Limited Operating
History; Anticipation of Continued Losses."

Total Revenues

For 1995 and the first quarter of 1996, total revenues were $1,032,290 and
$1,730,905, respectively. In the second quarter of 1995, the Company began
selling advertising space on its Web sites. For 1995 and the first quarter of
1996, advertising revenues were $848,650 and $1,655,691, respectively,
representing 82% and 96% of total revenues in such respective periods. The
balance of total revenues during these periods was derived from subscription
fees for a premium service offered to business and professional users.

22
<PAGE> 25

In March 1996, the Company and NYNEX entered into a one year agreement,
which provides that, beginning in May 1996, the Company will prominently display
the BigYellow logo, which represents NYNEX's interactive shopping directory, as
the exclusive comprehensive shopping directory within Infoseek Guide. In
exchange for such exclusivity, NYNEX will pay to the Company up to an aggregate
of $4.6 million in monthly payments, which amount will be decreased
proportionately if the number of impressions of the BigYellow logo is below a
specified number. NYNEX may extend the term of the agreement for additional one
year periods, with the fee to be determined based upon Infoseek's then current
advertising rate structure. In addition, NYNEX has the right to cancel or
renegotiate the agreement based upon certain relative traffic volumes on the
BigYellow and Infoseek Guide sites. There can be no assurance that the NYNEX
arrangement will prove to be mutually beneficial or that it will be continued
after its initial term or that the Company will be able to produce the levels of
traffic that NYNEX has negotiated. See "Risk Factors -- Potential Fluctuations
in Future Results," " -- Reliance on Advertising Revenues" and "-- Developing
Market; Unproven Acceptance of Internet Advertising and of the Company's
Products and Services," "-- Change in Netscape Relationship and Dependence on
Other Third Party Distribution Relationships" and "Business -- Marketing and
Distribution of the Infoseek Brand."

Cost of Revenues

For 1995 and the first quarter of 1996, cost of revenues were $614,622 and
$689,480, respectively, representing 60% and 40% of total revenues in such
respective periods. Cost of revenues consist primarily of expenses associated
with the enhancement, maintenance and support of the Company's Web sites,
including telecommunications costs and equipment depreciation. Cost of revenues
also includes expenses associated with the licensing of certain third-party
technologies, consisting in 1995 and the first quarter of 1996 primarily of
amortization of the initial license fee for the ACSIOM search engine, as well as
on-going royalties based on usage of the product. The initial license fee is
amortized at a rate of $37,316 per quarter, commencing with the first quarter of
1995 and ending in the second quarter of 1996. Royalty fees to ACSIOM were paid
commencing in the first quarter of 1995 and will continue as long as the Company
utilizes the subject technology.

Operating Expenses

The Company's operating expenses have increased significantly in absolute
dollar amounts each quarter in 1995 and 1996, as the Company has transitioned
from the product development stage to the marketing of its services and products
and expansion of its business. The Company expects operating expenses will
continue to increase in the future as the Company continues to seek to expand
its business.

The Company recorded aggregate deferred compensation of $4,050,400 during
the fourth quarter of 1995 and first quarter of 1996 in connection with certain
stock options granted in the fourth quarter of 1995 and the first quarter of
1996. The amortization of such deferred compensation is being charged to
operations over the vesting periods of the options, which are typically four
years. For 1995 and the first quarter of 1996, the amortized expenses were
$22,900 and $313,650, respectively. The amortization of this deferred
compensation will continue to have an adverse effect on the Company's results of
operations. See Note 6 of Notes to Financial Statements.

Research and Development. For 1995 and the first quarter of 1996, research
and development expenses were $1,174,849 and $933,988, respectively,
representing 114% and 54% of total revenues in such respective periods. Research
and development expenses consist principally of personnel costs and equipment
depreciation. Costs related to research, design and development of products and
services have been charged to research and development expense as incurred. See
Note 1 of Notes to Financial Statements. The Company believes that a significant
level of product development expenses is required to remain competitive.
Accordingly, the Company anticipates that it will continue to devote substantial
resources to product development and that these costs will substantially
increase in absolute dollars in future periods.

23
<PAGE> 26

Sales and Marketing. For 1995 and the first quarter of 1996, sales and
marketing expenses were $1,267,492 and $2,683,579, respectively, representing
123% and 155% of total revenues in such respective periods. Sales and marketing
expenses consist primarily of compensation of sales and marketing personnel and
promotional expenses. Sales and marketing expenses in the first quarter of 1996
also included payments made to Netscape pursuant to an advertising revenue
sharing arrangement for the listing of the Company's product on the Netscape Web
page. Historically a large portion of the Company's traffic was derived through
Netscape's Web page. During 1995, the Company paid no fees to appear on
Netscape's Web page. From January 1, 1996 to March 31, 1996, the Company was
listed as the sole premier "Net Search" partner on the Netscape Web page for
which the Company paid Netscape 50% of the related net advertising revenue. In
March 1996, Infoseek entered into an agreement with Netscape, which provides
that Infoseek will be listed as a non-exclusive premier provider of navigational
services on Netscape's Web page for the period April 10, 1996 to March 31, 1997.
During the 30 day period from April 11 through May 10, 1996, the Company's
average daily traffic was approximately 47% of its average daily traffic for the
30 day period immediately prior to the change from being Netscape's sole premier
provider to one of five premier providers. There can be no assurance that the
Company will be able to maintain or increase its current level of traffic. This
agreement with Netscape provides for payments of up to an aggregate of $5
million to Netscape over the course of the term of the agreement. The Company
has the right to terminate the agreement at the end of six months, in which case
payments to Netscape would be reduced by an aggregate of approximately $2.5
million. The Company expects to continue hiring additional sales and marketing
personnel and to increase promotional and advertising expenses, and anticipates
that these costs will substantially increase in absolute dollars in future
periods. See "Risk Factors -- Change in Netscape Relationship and Dependence on
Other Third Party Distribution Relationships."

General and Administrative. For 1995 and the first quarter of 1996,
general and administrative expenses were $1,147,507 and $860,111, respectively,
representing 111% and 50% of total revenues in such respective periods. General
and administrative expenses consist primarily of compensation of administrative
and executive personnel, occupancy costs and fees for professional services. The
Company anticipates that its general and administrative expenses will continue
to increase significantly in absolute dollar amounts as the Company expands its
administrative and executive staff, relocates to new facilities, adds
infrastructure and incurs additional costs related to being a public company,
such as expenses related to directors' and officers' insurance, investor
relations programs and increased professional fees.

Income Taxes

Due to the Company's loss position, there was no provision for income taxes
for any of the periods presented. At December 31, 1995, the Company had federal
and state net operating loss carryforwards of approximately $4 million and
$600,000, respectively. The federal net operating loss carryforwards will expire
beginning in 2008 through 2010, if not utilized, and the state net operating
loss carryforwards will expire in the years 1998 through 2000. Certain future
changes in the share ownership of the Company, as defined in the Tax Reform Act
of 1986 and similar state provisions, may restrict the utilization of
carryforwards. A valuation allowance has been recorded for the entire deferred
tax asset as a result of uncertainties regarding the realization of the asset
due to the lack of earnings history of the Company. See Note 7 of Notes to
Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

From inception through March 31, 1996, the Company financed its operations
and met its capital expenditure requirements primarily through the net proceeds
from private sales of equity securities totaling $17,113,062. The Company had
$1,625,967 and $10,114,023 in cash and cash equivalents and short term
investments at December 31, 1995 and March 31, 1996, respectively. In April
1996, the Company raised additional net proceeds of $8,088,000 from private
sales of Convertible Preferred Stock.

In 1995 and the first quarter of 1996, operating activities used cash of
$1,468,104 and $2,074,806, respectively. The net cash used during these periods
was primarily due to net losses and increases in accounts receivable, partially
offset by increases in accrued liabilities and in 1995 an increase in accounts
payable. In 1995 and the first quarter of 1996, investing activities used net
cash

24
<PAGE> 27

of $3,325,522 and $750,993, respectively, primarily associated with the purchase
of property and equipment and net short-term investments. Financing activities
generated cash of $5,354,602 and $11,810,726 in 1995 and the first quarter of
1996, respectively, primarily from preferred stock sales and equipment loans.

The Company has commitments: (i) under facilities leases and equipment
loans at March 31, 1996 in the aggregate amount of $3,717,137; (ii) in
connection with the Company's license of technology from ACSIOM, amortization of
the initial license fee at a rate of $37,316 per quarter (which ends during the
second quarter of 1996), and support fees and royalty payments in the amount of
approximately $10,000 per quarter plus 4% of certain related revenues for so
long as the Company continues to utilize the subject technology; (iii) amounts
payable to Netscape (up to an aggregate of $5 million over the term of the
agreement) pursuant to the March 1996 agreement; (iv) in connection with the
Company's license of software technology from HNC, customization and
installation fees, sub-license start-up fees, and monthly license fees
consisting of a fixed fee, which the Company expects will amount to
approximately $180,000 in the aggregate through 1997, and a royalty fee based on
a percentage of certain future related revenues (in order to maintain the
exclusivity of the arrangement, the Company is required to pay certain annual
minimum royalties, which the Company expects will amount to approximately
$60,000 in the aggregate through 1997), (v) royalty payments to XEROX of up to
$200,000 per year in 1996 and 1997, and $300,000 in 1998, in connection with the
license of certain linguistic analysis technology from XEROX; and (vi) payments
of $60,000 per year through 1999 for certain technology, previously licensed by
the Company and fully expensed, that the Company has determined subsequently not
to include in its products and services. The Company has no other material
commitments and expects to incur significant capital expenditures to support
expansion of the Company's business.

The Company expects to use the net proceeds of this Offering for the uses
referenced in the previous paragraph as well as general corporate purposes,
including the expansion of the Company's product development and sales and
marketing organizations and working capital. Furthermore, from time to time the
Company expects to evaluate the acquisition of products, businesses and
technologies that complement the Company's business, for which a portion of the
net proceeds may be used. The Company does not, however, currently have any
understandings, commitments or agreements with respect to any such acquisitions.
Management expects that cash in excess of current requirements will be invested
in investment grade, short-term interest-bearing securities. See "Risk
Factors -- No Specific Use of Proceeds."

The Company currently anticipates that the net proceeds of this Offering
and its recent Series E Preferred Stock financing, together with available funds
and cash flows generated from advertising revenues, will be sufficient to meet
its anticipated needs for working capital, capital expenditures and business
expansion for at least the next 12 months. Thereafter, the Company may need to
raise additional funds. The Company may need to raise additional funds sooner,
however, in order to fund more rapid expansion, to develop new or enhanced
services or products, to respond to competitive pressures or to acquire
complementary products, businesses or technologies. If additional funds are
raised through the issuance of equity or convertible debt securities, the
percentage ownership of the shareholders of the Company will be reduced,
shareholders may experience additional dilution and such securities may have
rights, preferences or privileges senior to those of the holders of the
Company's Common Stock. There can be no assurance that additional financing will
be available on terms favorable to the Company, or at all. If adequate funds are
not available or are not available on acceptable terms, it would limit the
Company's ability to fund expansion, take advantage of acquisition
opportunities, develop or enhance services or products or respond to competitive
pressures. Such limitation could have a material adverse effect on the Company's
business, results of operations and financial condition. See "Risk
Factors -- Future Capital Needs; Uncertainty of Additional Financing."

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BUSINESS

Infoseek develops and provides branded, comprehensive Web-based
navigational services that help users access and personalize the vast resources
of the Internet. The Company's primary service offering, Infoseek Guide, is a
free service targeted at individual users. The Company believes that Infoseek
Guide goes beyond the functionality offered by other search engines and
directory services, by aggregating and packaging the resources of the Internet
to serve individuals' unique and personal interests and create rich Internet
experiences. The Company believes that Infoseek Guide has been well received by
consumers and has achieved a strong brand presence among Web users. Infoseek
Guide has won a number of industry awards including "Number 1 Rated Search
Engine" (PC Computing Sept 95), "Best of the Test " (Internet World May 96) and
"MVP: Internet Tools " (PC Computing Dec 95). The Company is currently working
on its next generation search engine, Ultraseek, which the Company plans to
release in the second half of 1996. Ultraseek will enable the searching of a
much greater number of Web sites at even faster speeds with the same level of
accuracy for which Infoseek Guide is currently known.

INDUSTRY BACKGROUND

The Internet was originally created by the U.S. government to facilitate
the exchange of information and electronic mail ("email") between a limited
number of academic institutions, defense contractors and government agencies.
The Internet was commercialized in the late 1980s and 1990s and technological
enhancements have since extended the Internet's reach to consumers and
businesses. The most important technological enhancement to the Internet was the
creation of the World Wide Web (the "Web") in the early 1990s. The Web is an
interactive environment, which facilitates the exchange of multimedia-rich
information and entertainment resources among users worldwide. In addition,
recent technological developments have enabled consumers and businesses to use
the Web for buying and selling products and services. As a result, the Web has
changed, and will continue to change the way in which people exchange
information, communicate with each other and distribute products worldwide.

According to a February 1996 issue of Business Week, there were
approximately 200,000 Web sites in January 1996. A number of factors have
contributed to the growth of the Web. The open nature of the Web enables any
individual or organization to publish a Web site. New software-based authoring
tools have lowered the cost of publishing content on the Web relative to
conventional publishing methods and enabled new, exciting forms of multimedia
content. The cost of delivering content to a large audience is lower than that
of conventional media, consisting only of the cost of maintaining and operating
computer equipment. In addition, the interactive nature of the Internet provides
an environment in which content providers can track the appeal of their content
by measuring the number of visits to a Web site and can respond quickly to
consumers' changing tastes and needs.

The dramatic increase in Web-based information and entertainment has
increased the appeal of the Web to consumers and has driven the high growth in
traffic on the Web. Continued enhancement to the Internet, such as support for
secured transactions, multimedia offering technology and new compression
technologies, should continue to attract new content providers to this medium.
According to International Data Corporation, the number of Internet users is
forecasted to increase from 56 million at the end of 1995 to 200 million by the
end of 1999.

Navigating the Web

The rapid growth in content on the Web combined with the Web's unindexed
nature presents significant challenges for consumers seeking Internet-based
information and resources. Until the emergence of navigational tools, users had
to know a lengthy Web address for each specific site, or had to move from Web
site to Web site using hypertext links, searching for relevant information.
Content providers and advertisers also faced difficulties in making the
existence and location of their Web sites widely known and available to their
target audiences.

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A number of tools have emerged to assist users in locating information on
the Web, including Web directories and search engines. Web directories are
typically compiled manually and list Web sites by specific topics of interest.
Directories generally list Web sites by their hypertext address, enabling a user
to go directly to the listed site by clicking on the address. Entries in a
directory also may contain Web site descriptions or reviews. Search engines
offer users the ability to search Web sites based upon specific word or phrase
queries. Search engines typically use automated software that "crawls" the Web
to continuously capture and store updated Web site information. The information
is then indexed in a database in order to provide immediate retrieval of
relevant Web site listings in response to a query.

Although search engines and directories help users navigate the Web, the
Company believes that these tools have certain limitations and that there is an
opportunity to provide added value to the consumer experience. One of the
problems not solved by most search engines and directories is that once
consumers have found specific Web sites of interest, the services do not place
that information in a broader context of other related and relevant Web
resources. Consumers must often make iterative searches or move from Web site to
Web site in order to achieve a complete response to their search, find related
information and feel that they have fully explored the Internet resources
available to them.

The Company believes that there is an opportunity to provide more
comprehensive services that not only provide specific and relevant responses to
consumer searches, but also aggregate and package the rich content resources of
the Web in order to serve a consumer's unique and personal interests and create
a rich Internet experience. The Company believes that consumers will respond to
services that aggregate specific and relevant responses to queries with other
relevant and related Web sites, targeted advertising, personalized news
services, discussion groups, and other resources. The Company believes that
services which bring together relevant content from among the vast resources on
the Internet will enhance the consumer's Internet experience, attract a high
volume of traffic and build brand loyalty.

Advertising on the Web

With the growth in the number of Internet users and content providers, the
Internet has begun to develop the attributes of a conventional mass medium,
where advertising subsidizes content delivered to users. Forrester Research,
Inc. estimates that spending on Web-based advertising will increase from $37
million in 1995 to approximately $700 million by 1998. Moreover, the 1995
Commerce Net/Nielsen Internet Demographics Survey indicates that on average, Web
users are upscale, professional and educated, providing an attractive
demographic profile for advertisers.

Advertisers have recognized that the interactive nature of the Internet can
provide an environment where advertising may become more effective than it is in
other more conventional print and broadcast media. The interactive and global
nature of the Internet has the potential to enable advertisers to target
specific audiences, measure the popularity of advertising content and make
timely changes in response, reach worldwide audiences cost-effectively, and
create innovative and interactive advertisements. The Company believes that
increases in transmission bandwidth through higher speed Internet connections,
and wider multimedia enabling technologies for the Web, such as Java, VRML and
others, will also increase the appeal and effectiveness of advertisements and
make the Web an even more attractive platform for advertising.

Advertisers currently face difficulties, however, in placing their
advertisements strategically on the Web. It is difficult for advertisers to
understand the volume and demographics of traffic patterns on Web sites. As a
result, advertisers can find it difficult to make the existence and location of
their advertisements widely known and target their audiences effectively. The
Company believes that, in the near term, advertisers will migrate to sites which
can offer a high number of impressions per day. The Company also believes that,
over time, advertisers will be attracted to those services that experience a
high volume of traffic, track consumers carefully and deliver advertisers
audiences that

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fit specific buying profiles. In order to provide such audiences to advertisers,
services and sites must develop technologies to enable them to conduct complex
demographic and psychographic profiling of their consumers. By understanding
their audiences, services and sites will be able to match advertisements with
buyers, resulting in targeted, high impact advertising ("narrowcasting" or
"microcasting"). The Company believes that those sites and services which both
garner a high volume of traffic and offer advertisers the ability to target
specific audiences effectively will be in the best position to take advantage of
the advertising opportunity on the Web.

THE INFOSEEK SOLUTION

Infoseek develops and provides branded, comprehensive Web-based
navigational services that help users access and personalize the vast resources
of the Internet. Infoseek's primary service offering, Infoseek Guide, not only
provides specific and relevant responses to consumer searches, but also
aggregates and packages the resources of the Internet in order to serve a
consumer's unique and personal interests. By integrating the capabilities of a
search engine and a directory, Infoseek packages specific responses to search
queries with communities of related Web, USENET and branded third party content
and targeted, related advertising. By creating communities of related
information in real-time for users, Infoseek Guide satisfies the needs of
consumers to access relevant and related information, the needs of content
providers to reach interested audiences, and the needs of advertisers to deliver
advertisements to a targeted group of potential buyers.

With every search on Infoseek Guide, the consumer receives some or all of
the following: specific and relevant Web site listings in response to the query,
a directory of other related Web sites, related and appropriate advertising,
unique editorials on related subjects by well-known third party content
providers, links to relevant discussion groups and other resources. For example,
a user who enters the query "rock music concerts in San Francisco" would find
not only a listing of relevant Web pages, but would also find a link to the
Billboard Online section of the iZone (a third-party sponsored editorial feature
related to popular music) and a directory of related topics including regional
music, alternative music, music stores, and jazz that would be linked to other
related Web sites. The user may also see advertising appropriate to the user's
interests in rock music. The Company believes that the creation of real-time
content enhances a user's Internet experience by immediately linking the user to
an environment of relevant and related content and information. The Company also
believes that its service has the following advantages:

- State-of-the-Art Searching. The search engine underlying Infoseek Guide,
which has been licensed from ACSIOM, is noted for its high accuracy and
ability to quickly perform complex searches. The Company's search engine
has won a number of industry awards, including "Number 1 Rated Search
Engine" (PC Computing Sept 95), "Best of the Test " (Internet World May
96) and "MVP: Internet Tools " (PC Computing Dec 95). The Company is
currently working on its next generation search engine, Ultraseek, which
the Company plans to release in the second half of 1996. Ultraseek will
enable the searching of a much greater number of Web sites at even faster
speeds with the same level of accuracy for which Infoseek Guide is
currently known.

- Search-in-Context. Infoseek Guide integrates search and directory
functions, providing not only specific responses to user queries, but
also direct links in real-time to areas of content of interest that
contain relevant content related to the specific request. Through this
approach, consumers can either find specific answers to a search query or
access a broader environment of other relevant and related information on
the Internet.

- Co-branded third party content. Infoseek Guide incorporates timely and
unique third party content created exclusively for Infoseek by leading
media publishers. The range and breadth of material on the Web is often
confusing for consumers, which makes branded, credible information
providers more visible and valuable. Infoseek believes it adds value to
the consumer experience by including editorial material from these
branded content providers in

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response to user searches. Current third party content providers include:
Conde Nast Publications, MacWorld, PC World and SportsLine.

The Company plans to continue to enhance the attractiveness of its service to
users through additional features and functionality. Infoseek is currently
developing several enhancements to Infoseek Guide, which will allow for
personalization of content and advertising according to user interests. These
enhancements are expected to be released by fall 1996, and will allow users to
create permanent filters for Internet-based information such as newswires, stock
quotes, USENET listings and other Internet resources.

The Company believes that by matching the interests of users with
appropriate content and advertisements and by offering the significant traffic
generated by Infoseek's services, it delivers better value to content providers
and advertisers seeking to reach larger or more targeted audiences. The Company
believes that through its service, content providers gain increased exposure to
interested users since these users are linked to broader communities of related
content when undertaking search requests. For example, Billboard Online, one of
the Company's third-party providers, would be listed in response to most queries
regarding music related items.

Infoseek's services provide advertisers with an increased ability to
undertake measurable, targeted, cost-effective and interactive advertising on
the Internet. The Company's services provide advertisers with the flexibility to
target the mass audience of the Internet by advertising on the Company's general
search pages, to target special interest groups by placing advertisements on
directory pages, or, to narrowcast advertisements to specific audiences by
placing advertising only when the user's query contains a specific word that has
been designated as a key word for a particular advertiser. The Company believes
that each of these types of advertising can provide significant value to
advertisers. While larger, mass market campaigns increase brand awareness,
narrower campaigns through directory ads or keyword ads provide opportunities to
engage in high response, product specific advertising. The Company is also
actively exploring new technologies which will allow compilation of anonymous
profiles of user behavior and interests, to more closely match the interests of
audiences and advertisers.

BUSINESS STRATEGY

The Company's objective is to establish itself as the dominant branded
media navigation and content aggregation service provider on the Internet. The
Company seeks to build a high volume of traffic on its services to provide a
preferred platform for content providers and advertisers to reach their target
audiences. At the core of the Company's strategy, the Company seeks to provide
real-time, content rich Web communities that create value for the user and
establish the Company's platform as an attractive medium for advertisers. The
Company's strategy contains the following key elements:

Create Brand Recognition and Consumer Loyalty. The Company believes that,
as with many conventional media, branding and consumer loyalty on the Internet
are highly dependent on the aggregation and packaging of content into innovative
and appealing products and the effective marketing of such products to
consumers. To this end, the Company developed Infoseek Guide, a navigation and
content aggregation service that differentiates the Company's service and
enhances a user's Internet experience through the real-time creation of Web
communities. The Company intends to build upon its technical and media expertise
to develop innovative new services, as well as enhance and expand existing
service offerings. The Company also promotes its brand through online and print
advertising and other promotional activities. The Company believes that these
promotional campaigns are an important component in building brand awareness in
the emerging Internet market.

Create Innovative Solutions for Advertisers. The Company seeks to provide
advertisers with innovative solutions to effectively reach their target
audiences through the Internet. The Company currently offers a broad range of
customized alternatives for advertisers, providing advertisers with the
flexibility to target mass audiences or specific communities, or link
advertisements to keyword

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searches. In addition, the Company is actively exploring new technologies which
will enable advertisers to utilize user demographic, profile, and psychographic
information. For example, the Company has entered into a letter of intent with
HNC which provides that the Company and HNC will jointly develop an advertising
and management system to anonymously track individual usage behavior that is
based upon technology developed by HNC. The Company believes that these
innovative advertising approaches, which will allow advertisers to microcast
advertisements to specific user types based on sophisticated analysis of
searching behavior, will significantly differentiate the Company's services.

Utilize Leading-edge Search and Directory Technologies. The Company
believes that technology is an important component in differentiating its
services. Accordingly, the Company develops and licenses from third parties
leading-edge technologies which aid the Company in providing Internet users with
quick, precise and thorough search results, and comprehensive state-of-the art
directory services. For example, the Company is currently working on its next
generation search engine, Ultraseek, which the Company plans to release in the
second half of 1996. Ultraseek will enable the searching of a much greater
number of Web sites at even faster speeds with the same level of accuracy for
which Infoseek Guide is currently known. The Company also intends to develop,
through its relationship with HNC, leading-edge, proprietary technology for the
automated abstracting and categorization of Web sites.

Create and Expand Branded Content Partnerships. The Company seeks to
co-brand its service offerings with recognized third-party content in order to
enhance the value of the Infoseek brand. The Company believes that the use of
third party branded content may lead to higher perceived editorial value and
provide incremental distribution outlets and cross-promotion opportunities. In
addition, by not developing content in-house, the Company is able to lower
editorial costs. The Company has developed a series of third-party sponsored
editorial Web pages, called iZones, that cover special interest group topics,
such as music, sports or travel. The sponsors are companies with either product
or publishing brands relevant to the category, such as SportsLine, a sports news
and information service. The Company intends to aggressively build and extend
the branded content available through Infoseek Guide by continuing to develop
alliances with leading media companies and content providers.

Maximize Audience Reach through Distribution Relationships. The Company
seeks to form relationships that maximize audience reach and create alternate
distribution channels to the Company's services. The Company established as one
of its earliest and primary distribution channels an initial relationship with
Netscape to be the sole premier "Net Search" navigational service on the
Netscape Web page. This relationship enabled the Company to gain access to a
large audience and build early brand awareness. Netscape has since implemented a
new "Net Search" display, in which several navigational service providers are
rotated through the most visible position on the page. In order to maximize
exposure, the Company has broadened and will continue to broaden its
distribution channels through other relationships, such as with Microsoft,
NETCOM, NYNEX, Verity and Quarterdeck. The Company intends to continue to
aggressively expand its distribution relationships.

Leverage Media and Technical Expertise. The Company believes that the
Internet represents a technology-driven mass medium in which advertising will
subsidize content. As a result, in-depth knowledge and understanding of
publishing, advertising, technology and media will be critical elements to
success for any navigational service company. To this end, the Company has
assembled a management team with a depth of experience in these areas. The
Company's executive officers have experience at Time, McGraw-Hill, Cahners
Publishing, Foote Cone & Belding, US News & World Report, Frame Technology,
3COM, Apple, NetFRAME, Mastercard International and The Wall Street Journal. The
Company also believes that directly establishing and maintaining relationships
with advertisers will become increasingly important in maintaining and capturing
incremental advertising market share. Accordingly, the Company has assembled a
highly experienced, direct sales force to promote and accelerate advertising
sales.

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INFOSEEK NAVIGATIONAL SERVICES

Infoseek's primary service offering, Infoseek Guide, is a navigation and
content aggregation service targeted towards individuals and offered free to
users. In addition to Infoseek Guide, the Company offers Infoseek Professional,
a subscription-based service featuring premium content from commercial
information databases and targeted to business and professional users. The
Company plans to continue to introduce new services for individual and
organizational markets over time. The Company's current and future service
offerings are described below:

Infoseek Guide

Infoseek Guide, the Company's primary navigation and content aggregation
service, assists users in locating relevant information on the Internet.
Infoseek Guide provides to the user fast and relevant search results in response
to the user's query. Moreover, Infoseek Guide's integrated search and browse
functions guide the user to a real-time generated, personalized, Web community
related to the area of inquiry. Infoseek Guide is offered free of charge to
Internet users. Introduced in January 1996, Infoseek Guide is a successor to the
Company's initial search service launched in April 1995.

Infoseek Guide integrates multiple methods of obtaining information from
the Internet. Users are presented with four principal resources -- Search,
Directory, iZones and Toolbar -- from which they can launch specific queries,
browse or access proprietary content.

- Search: The Search function allows the user to effect query-based
searches of the Web, USENET News and other premium content databases or
the Directory. To perform a search, a user types a query in the search
box and is then presented a highly specific response from a search of the
entire database. A search can be effected using either simple keywords,
full text (natural languages) or more formalogic formats such as boolean.
For example, a user can search for "Olympics and Atlanta" or type in
"Tell Me About the Atlanta Olympic Games." The Search function utilizes
sophisticated techniques to allow users to obtain specific results for
queries, such as "AT&T", "NeXT," "49ers" or "Vitamin C," which can pose
significant challenges to other search services, due to the case
sensitive, numerical or singular letter aspect of the query. Infoseek
Guide has won a number of industry awards including "Number 1 Rated
Search Engine" (PC Computing Sept 95), "Best of the Test " (Internet
World May 96) and "MVP: Internet Tools " (PC Computing Dec 95). In
addition, the Company is currently working on its next generation search
engine, Ultraseek, which the Company plans to release in the second half
of 1996. Ultraseek will enable the searching of a much greater number of
Web sites at even faster speeds with the same level of accuracy for which
Infoseek Guide is currently known.

- Directory: Directory is a hierarchical listing of Web pages that have
been selected and abstracted by the Company and organized by category. As
of March 31, 1996, Directory consisted of over 25,000 abstracted entries.
Directory enables a user to click on a directory entry such as Arts &
Entertainment or Sports, and to look through a hierarchy of relevant
Internet sites for areas of interest. For example, under Sports, the user
can proceed from Baseball to Players, and finally, to Ken Griffey Jr.
Directory assists the user by providing abstracts of each directory
entry. In addition, the Company has entered into a letter of intent with
HNC to license certain technology from HNC which is intended to allow the
Company to enhance the Company's Web Directory feature. Infoseek expects
to use this technology to automate the construction of Directory
categories, the assignment of Web pages to each Directory category and
the creation of abstracts for each Web page included in the Directory, as
well as to increase the number of entries in the Directory.

- iZone: iZones are special interest editorial features created
exclusively for Infoseek by leading third party content providers. In
response to specific user queries, Infoseek Guide displays a prompt to
link a user to context relevant iZones. For example, if the user effects
a golf-related query, the search response will provide an iZone button
that enables access to an

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iZone created by iGolf. Each iZone contains a short editorial on a
specific topic of interest and links to other relevant and related Web
sites. iZones provide sponsors with an opportunity to reach a community
of consumers having an interest in the sponsor's product, and creates a
pathway to the sponsor's editorials and Web page. The Company's iZone
sponsors as of April 25, 1996 are:

--------------------------------------------------
SPONSOR IZONE DESCRIPTION
Billboard Online/BPI Communications The Front Row Pop music
Campus Concepts Campus Commons Student life
Epicurious/Conde Nast Publications, Inc. The Dining Room Food and drink
HomeArts/The Hearst Corporation The Living Room Home and lifestyle
Hoover's Online/The Reference Press, Inc. Company Profiles Company profiles
InterZine Productions iGolf Golf
Imaging Publishing, Inc./The Net CyberArts Fine art online
Inc. Online The Enterprise Zone Small business information
Inc. Online The Inc. 500 Tips for small businesses
Macworld Online/IDG Macintosh Shareware Shareware for Macs
MoneyHunter/MoneyHunt Properties LLC Growth Capital Entrepreneurial information
Next Generation Online/Imagine Publishing, Inc. The Arcade Computer/video games
PC World Online/IDG Silicon Alley Personal computers
Quote.com Stock Quotes Stock quote lookups
SportsLine USA The Sports Arena Sports news
TV1/New Century Productions TV Times Television schedules
Viewz Home Computing Computers for at-home use
Women's Wire/Wire Networks/News Update Fashion Plate Fashion trends
</TABLE>

- Toolbar: The Toolbar is a set of buttons available on the Infoseek user
interface that provide users simple and instantaneous access to certain
premier content providers in areas of general interest, such as news,
weather, stock prices and interactive shopping directories. For example,
the toolbar options Fast Facts and World News allow the user to directly
access such resources as Reuters world news, directories of email
addresses, phone numbers, and reference materials such as online
dictionaries and a thesaurus. The Toolbar also allows users direct access
to a listing of iZones and the ability to initiate new searches. The
following is an illustration of the Company's current Toolbar:

LOGO

Infoseek Guide operates with most popular Web browsers. Although browser
features vary by manufacturer and version, Infoseek Guide automatically
configures itself to conform to the specific features of each user's browser.
Where available, Infoseek Guide employs advanced features such as frames, which
organize the screen format into clickable areas to enhance the usability of the
service and the appeal to advertisers.

iSeek. Infoseek recently released iSeek, a new software program. iSeek is
an extension of the Infoseek Guide that can be downloaded directly onto the
user's desktop and makes it easier for the user to access Infoseek Guide. In its
first release in March 1996, iSeek consists of a collection of "hot buttons"
that connect users directly to Infoseek Guide. A user who clicks on "Stock
Quotes" or "Headline News," for example, can be connected to a personalized
portfolio, or the latest headlines.

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Future Enhancements. The Company plans to continue to enhance the
attractiveness of its service to users through additional features and
functionality. Infoseek is currently developing several enhancements to Infoseek
Guide, which will allow for personalization of content and advertising according
to user interests. These enhancements are expected to be released by fall 1996,
and will allow users to create permanent filters for Internet-based information
such as newswires, stock quotes, USENET listings and other Internet resources.

Infoseek Professional. Infoseek Professional is a subscription-based
service targeted primarily to professional and business users of commercial
online data and content. Infoseek Professional provides access to multiple,
premium content databases in addition to the standard collections of Web pages,
USENET News, and wire services more widely available on the Internet. Infoseek
Professional provides a lower cost means to access a broad range of information
databases as compared to individual premium service subscriptions. Infoseek
Professional has not been a source of significant revenues to date for the
Company.

TECHNOLOGY

The Company believes it can differentiate itself by developing innovative
proprietary technology and integrating technology licensed from third parties
where appropriate. The Company's strategy is to develop and license only
technologies that are able to scale with the growth in content on the Internet,
in order to enable the Company to cost-effectively adapt and grow with the
Internet.

Core Search Engine Technology

The Company's current search engine technology is based upon technology
licensed perpetually from ACSIOM to the Company. The Company's search engine has
won a number of industry awards, including "Number 1 Rated Search Engine" (PC
Computing Sept 95), "Best of the Test " (Internet World May 96) and "MVP:
Internet Tools " (PC Computing Dec 95).

The Company's search engine seeks to deliver high accuracy, which is
characterized by the level of precision and the level of recall. Precision and
recall are two criteria by which the effectiveness of a search engine technology
is often measured. Precision is a measure of how effectively a search engine
calculates the relevance of documents that match the query. Recall is a measure
of what percentage of the total number of relevant documents in the database are
found during the search. Together, these two measures of search engine
performance tend to be the most important factors to users in evaluating the
accuracy and usefulness of a search engine. For example, in a database of 100
documents with two documents that exactly match the desired query, the ideal
search engine would retrieve only the two matching documents, thereby achieving
both 100% precision and 100% recall.

In addition, due to the dynamic nature of the Internet, the retrieval of
up-to-date information has become another key factor for the evaluation of
Internet search services. To bring current information to the user, the
Company's technology refreshes its entire database of Web pages no less
frequently than every four weeks, while regularly updating with new Web pages.
This enables Infoseek Guide to deliver accurate, relevant and up-to-date search
results.

Infoseek's search engine is able to recognize proper nouns and analyze
keyword proximity. A request in Infoseek Guide for "Pete Rose" will return the
former baseball player and not a large selection of flowers or other persons
named "Pete," thereby retrieving more accurate results. In addition, the
technology is case-sensitive, so that it can distinguish between a search for
"NeXT," the computer company, and "next," the common word. Another key element
of the technology include its ability to "stem" words so that all tenses and
inflections of a word (such as stop, stops, stopped and stopping) are considered
in the search. Stemming, improperly performed, results in the retrieval of large
volumes of irrelevant information. The technology also makes use of operators
that can filter documents by either requiring a specific term to appear in all
search results or rejecting any

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results containing a specific term. Field operators are also used so that a
search term may be linked to or excluded from a specific portion, or field, of a
document, such as the title of a document.

To facilitate the ease of use of the service, Infoseek Guide includes a
sophisticated technology to interpret "natural language" queries. Although most
current search engines also provide natural language capabilities, the results
achieved may differ dramatically. The Infoseek technology is based upon a
weighting of various factors such as the case of the words in the search phrase,
how common the words appear in usage, word proximity and how the words appear in
the pages searched. By using the stemming, case-sensitivity, word proximity,
operators and other algorithms in the search engine, Infoseek Guide is able to
retrieve highly accurate and relevant results.

The Company has also provided a proprietary Web spider which works in
conjunction with the original ACSIOM technology to enhance the performance of
the search engine. A Web spider is software that identifies and catalogs pages
on the Web. This catalog, when indexed with text retrieval software such as the
Company's search engine, can be quickly accessed by keyword or phrase. Together,
the search engine technology and the Web spider technology are used to index Web
pages, the Directory, iZone pages, and other sources of content. When the user
submits a query, such as "Explain the lyrics to Penny Lane", the engine searches
the Web index created by the Web spider, the indices for the iZone and other
content, to provide a list of 'hits' ordered by the relevance of the hits to the
user's query.

The Company is currently working on its next generation search engine,
Ultraseek, which the Company plans to release in the second half of 1996.
Ultraseek will enable the searching of a much greater number of Web sites at
even faster speeds with the same level of accuracy for which Infoseek Guide is
currently known.

To enhance the capabilities of Ultraseek, the Company has recently licensed
certain software technologies from XEROX for the linguistic analysis of document
content and search terms. The Company will pay a royalty to XEROX based on the
usage of the technology, an amount up to $200,000 per year in 1996 and 1997, and
$300,000 in 1998. After payment of such $700,000 in royalties, the Company will
have a fully paid, perpetual license to the technology. This technology will be
licensed to the Company on a partially exclusive basis for the first year and on
a nonexclusive basis thereafter.

In addition, the Company has entered into a letter of intent with HNC to
license certain technology from HNC that is intended to allow the Company to
enhance the Company's Web Directory feature. Infoseek expects to use this
technology to automate the construction of Directory categories, the assignment
of Web pages to each Directory category and the creation of abstracts for each
Web page included in the Directory. All of these processes are currently being
performed manually. Accordingly, the Company is depending upon the proposed
technology to reduce the cost of expanding its Directory feature. There can be
no assurance that a definitive agreement will be reached or that the HNC
technology will function as anticipated or will provide the intended benefits,
and any such deficiency could require the Company to incur significant increased
costs to expand its Directory as planned. See "Risk Factors -- Dependence on
Technology Suppliers."

Advertising Management

Infoseek has developed certain proprietary systems for the instantaneous
placement of advertisements with targeted audiences on appropriate Infoseek
Guide Web pages. Infoseek's advertising management systems are capable of
presenting in real-time advertising that corresponds to a user's inquiry. If
certain key words have been purchased by more than one advertiser, the system
automatically determines which advertisement is displayed based upon the number
of impressions under contract and delivered to date. As part of the Company's
proprietary advertising management system, Infoseek also maintains a database
that tracks the number of searches of each word queried by Infoseek users, the
number of browses through each Directory category and the number of

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<PAGE> 37

impressions of each advertisement. This system assists the Company in estimating
the number of expected impressions of specific advertisement options marketed by
the Company or otherwise sought by advertisers.

In April 1996, the Company licensed certain software technology from HNC.
The Company intends to utilize the software technology to develop an advertising
and audience management system to optimize the matching of advertisements with
the appropriate audience. The software will be modified according to the
Company's specifications to integrate it into the Company's advertisement
placement system. This technology will be licensed to the Company for an initial
five year term beginning upon the initial acceptance of the software by the
Company. The Company expects that the proposed technology will provide
significant technological improvements to the Company's advertising and audience
management systems. The Company expects the proposed technology to provide
significant technological improvements to the Company's advertising and audience
management systems. There can be no assurance that such system will be
successfully developed. See "Risk Factors -- Dependence on Technology
Suppliers."

ADVERTISING SALES

Infoseek derives substantially all of its revenues from the sale of
advertisements. These advertisements appear on the Infoseek Guide Web page when
a user enters the service, performs a search, or browses through the Directory
or Toolbar. Advertising revenues represented 82% and 96% of the Company's total
revenues for fiscal 1995 and the first quarter of 1996, respectively. The
Company believes it has been able to achieve its advertising revenues to date
primarily through the extensive knowledge and relationship-base of its
direct-sales force and through the products and technological advantages it can
offer advertisers.

Sales Force

As of March 31, 1996, Infoseek's advertising sales staff consisted of 20
representatives located in Santa Clara, New York, San Francisco, Atlanta and
Boston. The staff collectively has advertising experience at media firms such as
Anderson Lembke, Datamation, Cahners Publishing, Foote Cone & Belding, Inc.,
Hachette Filipacchi, Hearst New Media, US News & World Report, Inc., and Yankee
Publishing Inc. The Company believes that having an internal sales force with
significant prior experience will allow it to better understand and meet
advertisers' needs, increase its access to potential advertisers and maintain
strong relationships with its existing base of advertising clients. The Company
plans to increase its staff during the remainder of 1996. In Europe, Asia and
Latin America, the Company intends to establish working relationships with
international advertising representation firms. No definitive arrangement with
any international firms have been reached to date.

Advertising Products and Pricing

The Company offers advertisers four main advertising options that may be
purchased individually or in packages: general rotation, topic pages, keyword
and special placement. These options all contain hypertext links to the
advertiser's home page. To date, most of Infoseek's contracts with advertisers
have terms of three months or less.

General Rotation: General rotation advertisements rotate on a random basis
through Infoseek Guide on search result pages and pages accessed through
the Toolbar. General rotation advertising offers advertisers seeking to
establish brand recognition across the broad, general population the
broadest reach of Infoseek users. General rotation advertisements are
typically sold in blocks of one thousand impressions to be generated over a
four week period, currently at a CPM (cost per thousand impressions) of $13
to $23 depending upon the number of impressions purchased. To date, most
general rotation advertisers have purchased blocks of one million
impressions, which are currently priced at a rate card CPM of $18.

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<PAGE> 38

Topic Pages: Topic page advertisements appear when an Infoseek user
browses through Directory topic pages, such as Careers and Employment,
Stocks, and Health and Medicine. These advertisements allow advertisers to
target an audience with a specific area of interest. Like general rotation
advertisements, topic page advertisements are sold in blocks of impressions
over a four week period. Because of the greater selectivity of the
audience, current CPMs range from $19 to $39 with a rate card CPM of $25
for one million impressions.

Keyword: Keyword advertisements are displayed when an Infoseek user's
search contains a particular keyword selected by the advertiser. This
option offers the advertiser a highly targeted, self-selected audience.
Through its proprietary advertising management system, the Company tracks
every word that is queried by Infoseek users. From it, the Company has
identified approximately 200 keywords that are most frequently queried by
Infoseek users and requested by advertisers. The current four week rate
card CPM for a keyword is $50, with a $1,000 minimum.

Special Placement: Special placement advertisements are displayed on
special feature pages, such as iZones and in other manners customized to
the needs or requests of the advertiser. Special placement advertisements
include advertisements placed on special editorial pages. For example,
Infoseek is offering special advertising placements within a series of
editorial features, games and other items created by the Company revolving
around the 1996 Atlanta Games. The Company seeks to bundle these
advertising options to create packages that offer the greatest value to
advertisers. Pricing for special placements is determined on a case-by-case
basis.

Technological Advantages for Advertisers

The online medium offers advertisers the ability to "narrowcast" their
advertisements. For example, car manufacturers can display their advertisements
when a user executes a car-related search. Infoseek's technology additionally
enables clients to monitor the effectiveness of their advertisements by tracking
click-through rates (the number of viewers who click to an advertiser's site) to
learn more about their target audiences. Infoseek advertising sales
representatives work closely with advertisers to understand the data and
integrate it into their overall advertising strategy. The Company is exploring
new technologies to enhance user behavior tracking and advertising management
capabilities. See "Business -- Technology" and "Risk Factors -- Technological
Change and New Products."

Major Advertisers

During the course of the first quarter of 1996, over 120 advertisers placed
advertisements on the Company's service. The following is a list of the
Company's top advertisers for that quarter, as measured by net revenues:

Adaptec
AT&T
Cathay Pacific
cInet
Discovery Channel
Freeride Media
GTE
Hearst New Media
IBM
Intel
Internet Shopping Network
Marketplace MCI
Microsoft
Netscape
Nissan
NYNEX
Roguewave Software
SportsLine
Starwave
Swatch

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<PAGE> 39

MARKETING AND DISTRIBUTION OF THE INFOSEEK BRAND

Marketing

The Company's strategy is to build brand for Infoseek through online and
trade advertising, trade shows, print media and promotions. The Company's
current print media campaign includes aggressively marketing in publications
such as The Wall Street Journal, Internet World, WebWeek, Advertising Age and
Adweek Network. In addition, the Company cross-promotes with content providers
through advertising swaps both in online media and traditional print and
broadcast media.

In addition, the Company seeks to establish relationships with key
marketing partners. To that effect, the Company has entered into a co-marketing
relationship with Sun Microsystems, Inc. ("Sun") under which Infoseek has agreed
to use Sun equipment exclusively for use with an Ultraseek-branded search
service. In return, Infoseek will receive advantageous terms on its purchases of
certain Sun equipment and the two companies shall widely promote each other's
products and services.

Distribution

The Company seeks to form relationships that maximize audience reach and
create alternate distribution channels to the Company's services. The Company
has developed the following significant distribution relationships:

Browser Vendors: The Company has relationships with Netscape, Microsoft,
Quarterdeck, NETCOM, NetManage and Freeloader. Each of these companies
distributes software to its customers which is used to navigate the Web.
Infoseek Guide is listed by each of these companies as a navigational service
available to their users. The terms of these relationships vary widely, both in
the prominence given to Infoseek Guide relative to other alternatives and the
compensation paid by Infoseek for the traffic. All of these companies feature
Infoseek Guide as a key navigational tool and engage in certain promotional
activities.

From March 1995 through March 1996, the Company's service was listed as the
sole premier navigational service on the Netscape Web page accessible via the
"Net Search" button. As of March 31, 1996, approximately 85% of the traffic to
the Company's Infoseek Guide service was derived through the Netscape Web page.
In March 1996, Infoseek entered into a new agreement with Netscape, which
provides that Infoseek will be listed as a premier provider of navigational
services on Netscape's Web page for the period April 10, 1996 to March 31, 1997.
Currently, Netscape's Web page displays four additional premier providers.
During the 30 day period from April 11 through May 10, 1996, the Company's
average daily traffic was approximately 47% of its average daily traffic for the
30 day period immediately prior to the change from being Netscape's sole premier
provider to one of five premier providers. There can be no assurance that the
Company will be able to maintain or increase its current level of traffic and
any failure to do so could materially and adversely impact advertising revenues.
In addition, the Company cannot anticipate the impact of any changes Netscape
may make to this service, to its Web page or its other services, on Infoseek
traffic, or the effect on advertising revenues that may be generated from such
traffic. Infoseek's agreement with Netscape provides for payments of up to an
aggregate of $5 million to Netscape over the term of the agreement. The Company
has the right to terminate the agreement at the end of six months, in which case
the payment to Netscape would be reduced to an aggregate of approximately $2.5
million. See "Risk Factors -- Change in Netscape Relationship and Dependence on
Other Third Party Relationships".

Strategic Relationships: In March 1996, the Company and NYNEX entered into
a one year agreement, which provides that, beginning in May 1996, the Company
will prominently display the BigYellow logo, which represents NYNEX's
interactive shopping directory, as the exclusive comprehensive shopping
directory within Infoseek Guide. In exchange for such exclusivity, NYNEX will
pay to the Company up to an aggregate of $4.6 million in monthly payments, which
amount will be decreased proportionately if the number of impressions of the
BigYellow logo is below a specified number. NYNEX may extend the term of the
agreement for additional one year periods, with the fee

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<PAGE> 40

to be determined based upon Infoseek's then current advertising rate structure.
See "Risk Factors -- Potential Fluctuations in Future Results."

The Company has recently entered into a distribution agreement with Verity,
Inc. ("Verity") under which Verity will provide a link to Infoseek Guide on the
user interface of a new Verity product called Topics Search for Exchange, which
is designed for internal corporate use, often referred to as "intranets."
Infoseek Guide complements Verity's product by creating a gateway for intranet
users of Verity's product to access the Internet. Verity is a leading supplier
of corporate search and retrieval products and services for workgroups and local
area networks. The addition of the Infoseek Guide link will allow Verity's users
to search for information on their corporate network or across the Internet.
Infoseek will pay Verity a percentage of the advertising revenues derived from
such searches.

The Company has entered into a memorandum of understanding and a marketing
alliance agreement with Kanematsu Corporation ("Kanematsu"), a large Japanese
trading company and a shareholder of the Company, to create a strategic
alliance. Under the initial phase of the alliance, the parties will establish a
Japanese Internet search and retrieval service containing listings of Japanese
Web sites written in Japanese and a Japanese translation of the Infoseek Guide
Directory. A subsequent phase of the alliance is intended to create Infoseek
Japan, a joint venture in Japan 40% owned by Infoseek and 60% owned by
Kanematsu. Under terms of the memorandum of understanding, Kanematsu will
contribute capital and Infoseek will contribute certain technologies. Infoseek
Japan will be responsible for its own advertising marketing and sales.

Other Web Sites: Infoseek promotes the creation of hyperlinks between
Infoseek Guide and other Web sites. Approximately 3,000 sites on the Web
currently contain pointers to Infoseek Guide, often with the Infoseek logo
prominently displayed on their sites.

COMPETITION

The market for Internet products and services is highly competitive, with
no substantial barriers to entry, and the Company expects that competition will
continue to intensify. In addition, the market for the Company's products and
services has only recently begun to develop, is rapidly evolving and is
characterized by an increasing number of market entrants with competing products
and services. The Company does not believe this market will support the
increasing number of competitors and their products and services. Although the
Company believes that the diverse segments of the Internet market may provide
opportunities for more than one supplier of products and services similar to
those of the Company, it is possible that a single supplier may dominate one or
more market segments. Accordingly, any failure of the Company to provide product
and service offerings that achieve success in the short-term could result in an
insurmountable loss in marketshare and brand acceptance, and could, therefore,
have a material adverse and long-term effect upon the Company's business,
results of operations and financial condition.

A number of companies offer competitive products and services addressing
certain of the Company's target markets. These companies include America Online,
Inc., Digital Equipment Corporation, Excite, Inc., Lycos, Inc., The McKinley
Group, Open Text Corporation, CompuServe Corporation, Prodigy Services Company
and Yahoo! Corporation. In addition, the Company competes with metasearch
services that allow a user to search the databases of several catalogs and
directories simultaneously. The Company also competes indirectly with database
vendors that offer information search and retrieval capabilities with their core
database products. In the future, the Company may encounter competition from
providers of Web browser software, including Netscape and Microsoft, online
services and other providers of other Internet products and services who elect
to incorporate their own search and retrieval features into their offerings.

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<PAGE> 41

as from its current, future and former content providers. There can be no
assurance that the Company's competitors will not develop Internet products and
services that are superior to those of the Company or that achieve greater
market acceptance than the Company's offerings. Moreover, a number of the
Company's current advertising customers, licensees and licensors have also
established relationships with certain of the Company's competitors and future
advertising customers, licensees and licensors may establish similar
relationships. In addition, the Company competes with online services and other
Web site operators as well as traditional offline media such as print and
television for a share of advertisers' total advertising budgets. There can be
no assurance that the Company will be able to compete successfully against its
current or future competitors or that competition will not have a material
adverse effect on the Company's business, results of operations and financial
condition.

RESEARCH AND DEVELOPMENT

During 1995 and the first quarter of 1996, the Company spent $1,174,849 and
$933,988, respectively, on research and development activities. As of March 31,
1996, the Company had a research and development staff of 26 full-time employees
located at the Company's headquarters in Santa Clara, California.

The Company currently employs information retrieval technology licensed
from ACSIOM, an entity related to the University of Massachusetts, but is
developing a new search engine technology, Ultraseek, which is being designed to
significantly improve retrieval and Web page indexing capabilities beyond the
ACSIOM technology. The Company has also licensed certain software technologies
from XEROX, which the Company intends to use for the linguistic analysis of
search terms. This technology will be licensed to the Company on a partially
exclusive basis for the first year of the contract. Infoseek has entered into a
letter of intent with HNC to license certain technology from HNC to automate the
development of the Company's Web Directory feature. Infoseek expects to use this
technology to enhance the Directory development process by automating the
creation of Directory entries, as well as the abstracts within the Directory
entries. In addition to these technologies and services under development, many
of the Company's new products and product enhancements have been only recently
introduced and it is not yet clear that such products will achieve significant
market acceptance. See "Risk Factors -- Technological Change and New Products
and Services."

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

The Company's success depends significantly upon its proprietary
technology. The Company currently relies on a combination of copyright and
trademark laws, trade secrets, confidentiality procedures and contractual
provisions to protect its proprietary rights. The Company seeks to protect its
software, documentation and other written materials under trade secret, patent
and copyright laws, which afford only limited protection. The Company currently
has six United States patent applications pending. There can be no assurance
that the pending applications will be approved, or that if issued, such patents
will not be challenged, and if such challenges are brought, that such patents
will not be invalidated. There can be no assurance that the Company will develop
proprietary products or technologies that are patentable, that any issued patent
will provide the Company with any competitive advantages or will not be
challenged by third parties, or that the patents of others will not have a
material adverse effect on the Company's ability to do business. The Company has
registered and applied for registration for certain service marks and
trademarks, and will continue to evaluate the registration of additional service
marks and trademarks, as appropriate. The Company generally enters into
confidentiality agreements with its employees and with its consultants and
customers. Litigation may be necessary to protect the Company's proprietary
technology. Any such litigation may be time-consuming and costly. Despite the
Company's efforts to protect its proprietary rights, unauthorized parties may
attempt to copy aspects of the Company's products or services or to obtain and
use information that the Company regards as proprietary. In

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<PAGE> 42

addition, the laws of some foreign countries do not protect proprietary rights
to as great an extent as do the laws of the United States. There can be no
assurance that the Company's means of protecting its proprietary rights will be
adequate or that the Company's competitors will not independently develop
similar technology or duplicate the Company's products or design around patents
issued to the Company or other intellectual property rights of the Company.

There have been substantial amounts of litigation in the computer industry
regarding intellectual property rights. There can be no assurance that third
parties will not in the future claim infringement by the Company with respect to
current or future products, trademarks or other proprietary rights, or that the
Company will not counterclaim against any such parties in such actions. Any such
claims or counterclaims could be time-consuming, result in costly litigation,
cause product release delays, require the Company to redesign its products or
require the Company to enter into royalty or licensing agreements, any of which
could have a material adverse effect upon the Company's business, operating
results and financial condition. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to the Company or at all. See
"Risk Factors -- Intellectual Property and Proprietary Rights."

EMPLOYEES

As of March 31, 1996, the Company had 71 full-time employees, including 26
in research and development, 29 in sales and marketing and 16 in finance and
administration. The Company's future performance depends in significant part
upon the continued service of Robert E.L. Johnson, III, the Company President
and Chief Executive Officer and Steven T. Kirsch, a founder and the Chairman of
the Board of the Company, as well as its other key technical and senior
management personnel, none of whom is bound by an employment agreement. The
Company provides incentives such as salary, benefits and option grants (which
are typically subject to vesting over four years) to attract and retain
qualified employees. The loss of the services of Mr. Johnson or Mr. Kirsch or
any of the Company's officers or other key employees could have a material
adverse effect on the Company's business, operating results and financial
condition. The Company's future success also depends on its continuing ability
to attract and retain highly qualified technical and management personnel. See
"Risk Factors -- Management of Growth; Need to Establish Infrastructure; Recent
Management Changes" and "-- Dependence on Key Personnel."

FACILITIES

The Company's principal administrative, sales, marketing, and research and
development facility is located in approximately 13,000 square feet of space in
Santa Clara, California. This facility is leased pursuant to multiple leases
through Spieker Properties, L.P. and Innovative Information Systems, Inc. with
the approval of Spieker Properties, L.P. The leases expire with respect to 2,976
square feet, 3,571 square feet, 1,072 square feet, 3,760 square feet and 1,777
square feet in June 1996, December 1997, February 1998, March 31, 1999 and
February 2000, respectively. The Company recently signed a lease for another
building in New York for office space. The lease for this second facility, which
totals approximately 3,376 square feet, expires in May 2001. The Company
believes that its existing facilities are adequate for its current needs and
that additional space will be available as needed. There can be no assurance
that a system failure at the Company's principal location would not adversely
affect the performance of the Company's products and services. See "Risk
Factors -- Capacity Constraints and System Failure."

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company, and their ages as of
March 31, 1996, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- --- -------------------------------------------------
<S> <C> <C>
Steven T. Kirsch................... 39 Chairman of the Board and Director
Robert E. L. Johnson, III.......... 38 President, Chief Executive Officer and Director
Leonard J. LeBlanc................. 55 Executive Vice President, Finance, Chief
Financial Officer and Assistant Secretary
Karl A. Spangenberg................ 49 Vice President, Worldwide Advertising
Andrew E. Newton................... 53 Vice President, General Counsel and Secretary
Craig I. Forman.................... 34 Vice President, Product Management and Editor
James N. Desrosier................. 41 Vice President, Chief Marketing Officer
John S. Nauman..................... 48 Vice President, Engineering
Oliver D. Curme(2)................. 42 Director
H. DuBose Montgomery............... 47 Director
Matthew J. Stover(1)(2)............ 40 Director
John E. Zeisler(1)(2).............. 43 Director
</TABLE>

- ---------------
(1) Member of Audit Committee

(2) Member of Compensation Committee

Steven T. Kirsch, a founder of the Company, has been a director of the
Company since August 1993 and Chairman of the Board of Directors since December
1995. From September 1993 to November 1995, Mr. Kirsch also served as President
and Chief Executive Officer of the Company. From January 1990 to December 1993,
Mr. Kirsch served as Vice President, New Product Development at Frame Technology
Corporation, a software engineering company which he co-founded. Mr. Kirsch
holds a B.S. degree in electrical engineering and an M.S. degree in computer
science from the Massachusetts Institute of Technology.

Robert E.L. Johnson, III joined the Company in November 1995 as President
and Chief Executive Officer, and has served as a director of the Company since
November 1995. From November 1989 to November 1995, Mr. Johnson served in
various capacities at Time Inc., a media company, including Senior Vice
President, Corporate Development and President, Time Inc. Asia. Mr. Johnson
holds a B.S.E. degree in basic engineering from Princeton University.

Leonard J. LeBlanc joined the Company in March 1996 as Executive Vice
President and Chief Financial Officer and was appointed Assistant Secretary in
April 1996. From September 1993 to December 1994, Mr. LeBlanc served as Senior
Vice President and Chief Financial Officer at GTECH Corporation, a computer
systems company. From January 1990 to December 1992, Mr. LeBlanc was Executive
Vice President and Chief Financial Officer at Cadence Design Systems, Inc., a
software company. Mr. LeBlanc holds B.S. and M.S. degrees in chemistry from
College of the Holy Cross and an M.S. degree in finance from George Washington
University.

Karl A. Spangenberg joined the Company in December 1995 as Vice President,
Worldwide Advertising. From March 1994 to November 1995, Mr. Spangenberg served
as Publisher for Datamation, a trade magazine produced by Cahners Publishing.
Prior to that, Mr. Spangenberg served in various capacities, including Group
Vice President, Strategic Planning from March 1993 to February 1994 for the
Construction Information Group at McGraw-Hill, a publishing company, and Senior
Vice President, Advertising for Business Week, from January 1991 to February
1993. Mr. Spangenberg holds a B.A. degree in English from Yale College and an
M.A. in English from the State University of New York at Buffalo.

Andrew E. Newton, a co-founder of the Company, has served as Vice President
and General Counsel since January 1994 and Secretary since March 1994. From
February 1990 to November 1993,

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Mr. Newton was Vice President and General Counsel of Frame Technology
Corporation, a software engineering company. Mr. Newton holds an A.B. degree in
English from Dartmouth College and a J.D. degree from Columbia University School
of Law. Mr. Newton is a member of the bar of the States of California, New York
and Massachusetts.

Craig I. Forman joined the Company in February 1996 as Vice President,
Product Management and Editor. From March 1995 to February 1996, Mr. Forman
served as Director and Editor, Business Information Services International at
Dow Jones & Co., a business information company. Mr. Forman also served as Tokyo
Bureau Chief at The Wall Street Journal, a media company, from August 1993 to
March 1995 and as Deputy Bureau Chief and Foreign Correspondent, London from
September 1987 to August 1993, also at The Wall Street Journal. Mr. Forman holds
an A.B. degree in public and international affairs from Princeton University and
an M.S.L. in law studies from the Yale Law School.

James N. Desrosier joined the Company in March 1996 as Vice President,
Chief Marketing Officer. From March 1990 to March 1996, Mr. Desrosier held a
number of positions including Senior Vice President, Global Brand Marketing,
Vice President, Debit Product Management and Marketing, and Vice President,
Advertising at MasterCard International Incorporated, an electronic payments,
systems, and products company. Mr. Desrosier holds an A.B. degree in philosophy
from Kenyon College.

John S. Nauman joined the Company in February 1996 as Vice President,
Engineering. From November 1993 to February 1996, Mr. Nauman served as Vice
President, Engineering and then Vice President, Development at NetFRAME Systems,
a hardware and software engineering company. From November 1989 to October 1993,
he was Senior Director of Networking and Communication Development and then
Business Unit Manager, Integrated Technologies at Apple Computer Inc. Mr. Nauman
holds a B.S. degree in mathematics from the University of Oklahoma, an M.B.A.
from the University of Santa Clara and an M.S. in electrical engineering from
Stanford University.

Oliver D. Curme has served as a director of the Company since May 1995.
Since January 1988, Mr. Curme has been a General Partner of certain venture
capital funds associated with Battery Ventures III, L.P., a venture capital
firm. Mr. Curme also serves as a director of HNC Software Inc. as well as
several privately held technology companies. Mr. Curme holds a B.S. in
biochemistry from Brown University and an M.B.A. from Harvard Business School.

H. Dubose Montgomery has served as a director of the Company since June
1994. Since 1976, Mr. Montgomery has been a General Partner at Menlo Ventures, a
group of venture capital funds, in Menlo Park, California. Mr. Montgomery also
serves as a director of Endovascular Technologies, Gilead Sciences, Matrix
Pharmaceuticals, and a number of privately held companies. Mr. Montgomery holds
a B.S. degree in management science and B.S. and M.S. degrees in electrical
engineering and computer science from the Massachusetts Institute of Technology
and an M.B.A. from Harvard Business School.

Matthew J. Stover has served as a director of the Company since March 1996.
Mr. Stover also serves as a director of a number of private companies. Since
January 1994, Mr. Stover has served as President and Chief Executive Officer of
NYNEX Information Resources Company, a Delaware corporation and international
marketing information services provider, and Chairman of the Board of NYNEX
Information Technologies Company, a wholly owned subsidiary of NYNEX Information
Resources Company. Prior to that, Mr. Stover served as President and Chief
Executive Officer of AGS Computers, Inc. from December 1992 to December 1993 and
as Vice President, Public Affairs and Corporate Communications of NYNEX
Corporation from May 1990 to December 1992. Mr. Stover holds a B.A. in English
language and literature from Yale University and a certificate from the
Executive Program of the University of Virginia, Colgate Darden School of
Business Administration.

John E. Zeisler has served as a director of the Company since May 1995.
Since July 1995, Mr. Zeisler has served as Senior Vice President, Marketing at
NETCOM, an internet company. From

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1992 to 1994 he served as President and Chief Executive Officer of Pensoft
Corporation, a software company. From 1987 to 1991, Mr. Zeisler was a co-founder
and Vice President, Marketing at Claris Corporation, a software company. Mr.
Zeisler holds a B.S. degree in communications from Boston University.

The Company currently has authorized six directors. Each director holds
office until the next annual meeting of shareholders or until his or her
successor is duly elected and qualified. Certain directors have been elected by
the holders of Preferred Stock pursuant to the Company's Amended and Restated
Articles of Incorporation and a voting agreement contained in the Third Amended
and Restated Investors' Rights Agreement dated April 19, 1996 between the
Company and the Investors listed in Schedule A thereto. See "Certain
Transactions." Except for grants of stock options pursuant to the Company's
Stock Option Plan, directors of the Company do not receive compensation for
services provided as a director. The Company also does not pay compensation for
committee participation or special assignments of the Board of Directors. There
are no family relationships among any of the directors and executive officers of
the Company.

The Audit Committee will review and act on and report to the Board of
Directors with respect to various auditing and accounting matters, including the
selection of the Company's auditors, the scope of the annual audits, fees to be
paid to the auditors, the performance of the Company's auditors and the
accounting practices of the Company.

The Compensation Committee will establish salaries, incentives and other
forms of compensation for officers and other employees of the Company and
administers the incentive compensation and benefit plans of the Company.

EXECUTIVE COMPENSATION

The following table sets forth the compensation earned by the Company's
current and former Chief Executive Officer and the two other most highly
compensated executive officers whose salary and bonus for 1995 were in excess of
$100,000 for services rendered in all capacities to the Company and its
subsidiaries for that fiscal year (collectively, the "Named Officers"). No other
executive officer who held office at December 31, 1995 met the definition of a
"most highly compensated executive officer" within the meaning of the SEC's
executive compensation rules for this period.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
NAME AND PRESENT -------------------------- OPTIONS
PRINCIPAL POSITION SALARY($) BONUS($) (1) (#)(2)
- --------------------------------------------------- --------- ------------ ------------
<S> <C> <C> <C>
Steven T. Kirsch(3)................................ $ 82,500 $ -- --
Former President and Chief Executive Officer
Robert E. L. Johnson, III(4)....................... $ 12,179 $ -- 1,200,000
President and Chief Executive Officer
Andrew E. Newton................................... $ 128,333 $ 40,000 --
Vice President, General Counsel and Secretary
Karl A. Spangenberg(5)............................. $ 15,417 $ -- 375,000
Vice President, Worldwide Advertising
</TABLE>

- ---------------
(1) Bonus earned in 1995 and paid in 1996.

(2) The options listed in the table were granted under the Company's Stock
Option Plan. See "Management -- Option Grants in Last Fiscal
Year -- Footnote 1" for a description of the terms of these options. The
option outstanding under the Stock Option Plan will be incorporated into

43
<PAGE> 46

the new 1996 Stock Option/Stock Issuance Plan, but will continue to be
governed by their existing terms. See "Management -- 1996 Stock Option/Stock
Issuance Plan."

(3) Mr. Johnson became President and Chief Executive Officer in November 1995.
In 1996, he will be compensated at an annual base salary rate of $200,000
and is eligible to earn a maximum bonus of $200,000.

(4) Mr. Kirsch served as President and Chief Executive Officer from January 1995
through November 1995.

(5) Karl A. Spangenberg joined the Company in December 1995 as Vice President,
Worldwide Advertising, is compensated at an annual rate of $125,000 and is
eligible for a maximum bonus of $400,000.

OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information concerning stock option grants
made to each of the Named Officers for the 1995 fiscal year. No stock
appreciation rights were granted to these individuals during such year.

INDIVIDUAL GRANTS(1)

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES STOCK PRICE
UNDERLYING % OF TOTAL APPRECIATION
OPTIONS OPTIONS GRANTED EXERCISE FOR OPTION TERM(4)
GRANTED TO EMPLOYEES IN PRICE EXPIRATION ------------------
NAME (#)(1) FISCAL YEAR(2) ($/SH)(3) DATE 5%($) 10%($)
- ------------------------ ---------- --------------- --------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert E.L. Johnson,
III................... 1,200,000 34.9% $0.1334 12/10/02 $65,120 $151,840
Karl A. Spangenberg..... 375,000 10.9% $0.1334 11/30/02 $20,350 $ 47,450
</TABLE>

- ---------------
(1) These options were granted under the Company's Stock Option Plan. The grant
date for these options are as follows: Mr. Johnson: December 11, 1995; Mr.
Spangenberg: December 1, 1995. Each option has a maximum term of seven years
measured from the grant date, subject to earlier termination upon the
optionee's cessation of service with the Company. 150,000 of Mr. Johnson's
option shares were fully vested and immediately exercisable on the date of
grant. Mr. Johnson will vest, and the option will become exercisable, with
respect to the remaining 1,050,000 option shares in a series of monthly
installments of 25,000 shares commencing on the date seven months from the
grant date. Mr. Spangenberg will vest, and his option will become
exercisable, as to 25% of the shares upon his completion of one year of
service measured from the grant date, and with respect to the balance of the
shares in a series of equal monthly installments over the 36 months of
service thereafter. These options will terminate in the event the Company is
acquired by merger or asset sale, unless these options are assumed by the
acquiring company. The options outstanding under the Stock Option Plan will
be incorporated into the new 1996 Stock Option/Stock Issuance Plan, but will
continue to be governed by their existing terms. See "Management -- 1996
Stock Option/Stock Issuance Plan."

(2) The Company granted options to purchase 3,438,263 shares of Common Stock
during 1995.

(3) The exercise price may be paid in cash or in shares of the Company's Common
Stock valued at fair market value on the exercise date. The Company may also
finance the option exercise by loaning the optionee sufficient funds to pay
the exercise price for the purchased shares, together with any federal and
state income tax liability incurred by the optionee in connection with such
exercise.

(4) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission. There is no
assurance that the actual stock price appreciation over the 7-year option
term will be at the assumed 5% and 10% levels or at

44
<PAGE> 47

any other defined level. Unless the market price of the Common Stock
appreciates over the option term, no value will be realized from the option
grants made to the executive officers.

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information concerning option exercises and
option holdings for the year ended December 31, 1995 with respect to each of the
Named Officers. No options were exercised by the Named Officers during such
year. No stock appreciation rights were exercised during such year or were
outstanding at the end of that year.

FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END($)(1)
---------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ---------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert E.L. Johnson, III............. 150,000 1,050,000 $ -- $ --
Karl A. Spangenberg.................. -- 375,000 $ -- $ --
</TABLE>

- ---------------
(1) Based on the fair market value of the Company's Common Stock at December 31,
1995, $0.1334 per share (as determined by the Company's Board of Directors),
less the exercise price payable for such shares, $0.1334.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Company's Board was formed in April 1996
and is currently comprised of Messrs. Curme, Stover and Zeisler. None of these
individuals was at any time during the fiscal year ended December 31, 1995, or
at any other time, an officer or employee of the Company. No member of the
Compensation Committee of the Company serves as a member of the Board of
Directors or compensation committee of any entity that has one or more executive
officers serving as a member of the Company's Board of Directors or Compensation
Committee.

1996 STOCK OPTION/STOCK ISSUANCE PLAN

The Company's 1996 Stock Option/Stock Issuance Plan (the "1996 Plan") is
intended to serve as the successor equity incentive program to the Company's
Stock Option Plan (the "Predecessor Plan"). The 1996 Plan was adopted by the
Board of Directors on April 10, 1996 and is subject to approval by shareholders.
5,625,000 shares of Common Stock have been authorized for issuance under the
1996 Plan. This share reserve is comprised of (i) the shares which remained
available for issuance under the Predecessor Plan, including the shares subject
to outstanding options thereunder and the shares otherwise available for future
grant, plus (ii) an additional increase of approximately 218,591 shares. The
outstanding options under the Predecessor Plan will be incorporated into the
1996 Plan at the time the Underwriting Agreement for this Offering is executed,
and no further option grants or share issuances will be made under the
Predecessor Plan. The incorporated options will continue to be governed by their
existing terms, unless the Plan Administrator (with the consent of any optionee
whose rights are diminished) elects to extend one or more features of the 1996
Plan to those options. However, except as otherwise noted below, the outstanding
options under the Predecessor Plan contain substantially the same terms and
conditions summarized below for the Discretionary Option Grant Program in effect
under the 1996 Plan.

The 1996 Plan is divided into three separate components: (i) the
Discretionary Option Grant Program under which eligible individuals in the
Company's employ or service may, at the discretion of the Plan Administrator, be
granted options to purchase shares of Common Stock at an exercise price not less
than 85% of their fair market value on the grant date, (ii) the Stock Issuance
Program under which such individuals may, in the Plan Administrator's
discretion, be issued shares of Common Stock directly, through the purchase of
such shares at a price not less than 85% of their fair

45
<PAGE> 48

market value at the time of issuance or as a bonus tied to the performance of
services, and (iii) the Automatic Option Grant Program under which option grants
will automatically be made at periodic intervals to eligible non-employee Board
members to purchase shares of Common Stock at an exercise price equal to 100% of
their fair market value on the grant date.

The Discretionary Option Grant Program and the Stock Issuance Program will
be administered by the Compensation Committee of the Board. The Compensation
Committee as Plan Administrator will have complete discretion to determine which
eligible individuals are to receive option grants or stock issuances, the time
or times when such option grants or stock issuances are to be made, the number
of shares subject to each such grant or issuance, the status of any granted
option as either an incentive stock option or a non-statutory stock option under
the Federal tax laws, the vesting schedule to be in effect for the option grant
or stock issuance and the maximum term for which any granted option is to remain
outstanding. In no event, however, may any one participant in the 1996 Plan
receive option grants or direct stock issuances for more than 500,000 shares per
calendar year.

In the event that the Company is acquired by merger or asset sale, each
outstanding option under the Discretionary Option Grant Program, which is not to
be assumed or replaced by the successor corporation, will automatically
accelerate in full, and all unvested shares under the Stock Issuance Program
will immediately vest, except to the extent the Company's repurchase rights with
respect to those shares are to be assigned to the successor corporation. The
Plan Administrator will have the authority under the Discretionary Option Grant
and Stock Issuance Programs to grant options and to structure repurchase rights
so that the shares subject to those options or repurchase rights will
automatically vest in the event the individual's service is terminated, whether
involuntarily or through a resignation for good reason, within 12 months
following (i) a merger or asset sale in which those options are assumed or those
repurchase rights are assigned or (ii) a change in control of the Company
effected by a successful tender offer for more than 50% of the outstanding
voting stock or by proxy contest for the election of Board members. Options
currently outstanding under the Predecessor Plan will terminate upon an
acquisition of the Company by merger or asset sale, unless those options are
assumed or replaced by the acquiring entity. Outstanding options under the
Predecessor Plan that are assumed or replaced in the acquisition will not
accelerate upon the subsequent termination of the optionee's employment, except
in the case of Messrs. LeBlanc and Derosier under certain circumstances. See
"Employment Contracts and Change of Control Arrangements."

The Plan Administrator will also have discretion to issue limited stock
appreciation rights under the Discretionary Option Grant Program which will
provide the holders with the right, upon the successful completion of a hostile
tender offer for more than 50% of the Company's outstanding voting securities,
to surrender their outstanding options for a cash distribution from the Company
in an amount per surrendered option share equal to the excess of (i) the highest
reported price per share paid in effecting the take-over (ii) the option
exercise price payable per share. No stock appreciation rights are outstanding
under the Predecessor Plan.

The Plan Administrator has the authority to effect the cancellation of
outstanding options under the Discretionary Option Grant Program (including
options incorporated from the Predecessor Plan) in return for the grant of new
options for the same or different number of option shares with an exercise price
per share based upon the fair market value of the Common Stock on the new grant
date.

Under the Automatic Option Grant Program, eligible non-employee Board
members will receive a series of option grants over their period of Board
service. However, a non-employee Board member who is affiliated, whether as a
partner, principal, officer or employee, with an entity which owns 2% or more of
the shares of any class of the Company's outstanding stock will not be eligible
to receive any automatic option grants under such program during his or her
period of Board service. Each individual who is first elected or appointed as an
eligible non-employee Board member on the

46
<PAGE> 49

date the Underwriting Agreement for this Offering is executed will receive an
option grant on such date for 7,500 shares of Common Stock, provided such
individual has not otherwise been in the prior employ of the Company and has not
received any prior option grants from the Company. Each otherwise eligible
individual who first becomes a non-employee Board member at any time thereafter
will receive a similar 7,500 share option grant on the date such individual
joins the Board, provided such individual has not been in the prior employ of
the Company. In addition, on the date of each Annual Stockholders Meeting,
beginning with the Annual Meeting of Shareholders for the 1996 fiscal year, each
eligible non-employee Board member who is to continue to serve as a non-employee
Board member will automatically be granted an option to purchase 3,750 shares of
Common Stock provided such individual has served on the Board for at least six
months. There will be no limit on the number of such 3,750 share option grants
any one eligible non-employee Board member may receive over his or her period of
continued Board service.

Each automatic grant will have a term of 10 years, subject to earlier
termination following the optionee's cessation of Board service. Each automatic
option will be immediately exercisable; however, any unvested shares so
purchased will be subject to repurchase should the optionee cease service as a
Board member prior to vesting in those shares. Each grant will vest in four
successive equal annual installments over the optionee's period of Board
service, with the first installment to vest upon the Board member's completion
of one year of Board service from the date of grant. However, each outstanding
option will immediately vest upon (i) certain changes in the ownership or
control of the Company or (ii) the optionee's death or disability while serving
as a Board member.

The Board may amend or modify the 1996 Plan at any time, however, the
Automatic Option Grant Program cannot be amended more frequently than once every
six months. The 1996 Plan will terminate on April 9, 2006, unless sooner
terminated by the Board.

EMPLOYEE STOCK PURCHASE PLAN

The Company's Employee Stock Purchase Plan (the "Purchase Plan") was
adopted by the Board of Directors on April 10, 1996 and is subject to approval
by shareholders. The Purchase Plan is designed to allow eligible employees of
the Company and participating subsidiaries to purchase shares of Common Stock,
at semi-annual intervals, through their periodic payroll deductions under the
Purchase Plan, and a reserve of 187,500 shares of Common Stock has been
established for this purpose.

The Purchase Plan will be implemented in a series of successive offering
periods, each with a maximum duration of 24 months. However, the initial
offering period will begin at the time the Underwriting Agreement is executed
and priced in connection with this Offering and will end on the last business
day in July 1998.

Individuals who are eligible employees on the start date of any offering
period may enter the Purchase Plan on that start date or on any subsequent
quarterly entry date (the first business day of February, May, August and
November each year). Individuals who first become eligible employees after the
start date of the offering period may join the Purchase Plan on any subsequent
quarterly entry date within that period.

Payroll deductions may not exceed 10% of base salary, and the accumulated
payroll deductions of each participant will be applied to the purchase of shares
on his or her behalf on each semi-annual purchase date (the last business day in
January and July) at a purchase price per share equal to 85% of the lower of (i)
the fair market value of the Common Stock on the participant's entry date into
the offering period or (ii) the fair market value on the semi-annual purchase
date. In no event, however, may any participant purchase more than 500 shares on
any one semi-annual purchase date.

47
<PAGE> 50

The Purchase Plan will terminate on the earlier of (i) the last business
day of July 2006, (ii) an earlier date determined by the Board or (iii) the date
all shares available for issuance have been sold.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS

None of the Named Officers have employment contracts with the Company, and
all Named Officers' employment is terminable at will. However, Messrs. Johnson,
LeBlanc, Spangenberg and Desrosier each have employment offer letters which
provide that they are entitled to receive certain severance payments if they are
terminated without cause. Mr. Johnson will be entitled to severance payments
equal to six months salary and continued participation in the Company's medical
plans for six months if he is terminated without cause at any time. Messrs.
LeBlanc and Desrosier will be entitled to severance payments equal to six months
salary, continued participation in the Company's medical plans for six months,
and continued vesting in their stock options for six months (twelve months for
Mr. LeBlanc), if they are terminated without cause within two years of their
date of employment. Mr. LeBlanc will also be entitled to his severence benefits
if he voluntarily terminates his employment following certain changes in control
of the Company that result in diminished job responsibilities. In addition, upon
certain changes in control of the Company during the period ending three years
from the commencement of Mr. Desrosier's employment, Mr. Desrosier's vesting in
his stock options may be accelerated by twelve months. Mr. Spangenberg is
entitled to severance payments equal to four months compensation, and continued
participation in the Company's medical plans for four months, if he is
terminated without cause within eighteen months of his date of employment.

In connection with an acquisition of the Company by merger or asset sale,
each outstanding option held by the Chief Executive Officer and the other
executive officers under the 1996 Plan will automatically accelerate in full and
all unvested shares of Common Stock held by such individuals subject to direct
issuances made under the 1996 Plan will immediately vest in full, except to the
extent such options are to be assumed by, and the Company's repurchase rights
with respect to these shares are to be assigned to, the successor corporation.
In addition, the Compensation Committee as Plan Administrator of the 1996 Plan
will have the authority to provide for the accelerated vesting of the shares of
Common Stock subject to outstanding options held by the Chief Executive Officer
or any other executive officer or the shares of Common Stock subject to direct
issuances held by such individual, in connection with the termination of the
officer's employment following: (i) a merger or asset sale in which these
options are assumed or the Company's repurchase rights with respect to unvested
shares are assigned or (ii) certain hostile changes in control of the Company.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

The Company's Amended and Restated Articles of Incorporation limit the
liability of directors to the maximum extent permitted by California law. Such
limitation of liability has no effect on the availability of equitable remedies,
such as injunctive relief or rescission.

The Company's Bylaws provide that the Company shall indemnify its directors
and officers and may indemnify its other employees and agents to the fullest
extent permitted by law. The Company believes that indemnification under its
Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity, regardless of
whether the Bylaws would permit indemnification.

The Company has entered, or plans to enter, into agreements to indemnify
its directors and officers, in addition to the indemnification provided for in
the Company's Bylaws. These agreements, among other things, indemnify the
Company's directors and executive officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by any such
person in

48
<PAGE> 51

any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or executive
officer of the Company, any subsidiary of the Company or any other company or
enterprise to which the person provides services at the request of the Company.
The Company believes that these provisions and agreements are necessary to
attract and retain qualified directors and executive officers.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that might result in a claim for such indemnification.

49
<PAGE> 52

CERTAIN TRANSACTIONS

Each of Steven T. Kirsch, Victoria J. Blakeslee, Ed R. Miller, Zara Tepper
Haimo, Todd Jonz, Andrew Bensky, James Roskind, and Andrew E. Newton
(collectively, the "Founders") was involved in the founding and organization of
the Company and may be considered a promoter of the Company. Described below are
items of value received by each of the founders in connection with services
provided to the Company.

In the Founders Agreement dated February 1, 1994 as amended on June 30,
1994 (the "Founders Agreement"), the Company issued an aggregate of 3,780,000
shares of Common Stock to the Founders at a purchase price of $0.01 per share,
which was paid in cash. The Company retained a right to repurchase the shares of
Common Stock sold pursuant to the Founders Agreement in the event that any
founder terminated his employment prior to completing a four-year vesting
period, as defined in the Founders Agreement. Each of the Founders,
individually, purchased the number of shares set forth immediately following his
or her name: Steven T. Kirsch (1,387,500); Victoria J. Blakeslee (637,500); Ed
R. Miller (405,000); Zara Tepper Haimo (375,000); Todd Jonz (375,000); Andrew
Bensky (225,000); James Roskind (225,000); and Andrew E. Newton (150,000). In
March 1995, the Company repurchased 154,688 unvested shares of Common Stock held
by James Roskind for $0.01 per share. In March 1996, the Company repurchased
179,688 unvested shares of Common Stock held by Todd Jonz for $0.01 per share.

The Founders, at the time of the issuance of Series A Preferred Stock,
individually, purchased the number of shares of Series A Preferred Stock set
forth immediately following his or her name: Steven T. Kirsch (4,500,000);
Victoria J. Blakeslee (187,500); Ed R. Miller (75,000); Zara Tepper Haimo
(300,000); Todd Jonz (300,000); James Roskind (300,000); and Andrew E. Newton
(225,000).

Since the Company's inception in August 1993, the Company has issued, in
private placement transactions, the following shares of Preferred Stock:
7,385,864 shares of Series A Preferred Stock for an aggregate purchase price of
$984,782 on February 25, 1994, March 18, 1994, June 30, 1994 and July 22, 1994
(279,869 of which shares were forfeited back to the Company on March 18, 1995);
2,594,416 shares of Series B Preferred Stock for an aggregate purchase price of
$1,176,135 on June 30, 1994; 5,600,014 shares of Series C Preferred Stock for an
aggregate purchase price of $4,480,006 on May 4, 1995 and June 30, 1995; and
2,267,251 shares of Series E Preferred Stock for an aggregate purchase price of
$18,137,964 on March 29, 1996, April 12, 1996 and April 19, 1996. Each
outstanding share of Preferred Stock shall be converted into one share of Common
Stock upon the closing of this Offering. The following table summarizes
purchases, valued in excess of $60,000, of shares of Preferred Stock by
directors, executive officers, and five percent shareholders of the Company and
persons associated with them. No shares of Series D Preferred Stock were
purchased by any such persons or entities.

<TABLE>
<CAPTION>
SHARES
----------------------------------------------------
INVESTOR(1) SERIES A SERIES B SERIES C SERIES E
- ------------------------------------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Steven T. Kirsch(2)....................... 4,500,000
Menlo Ventures VI, L.P.(3)................ 2,238,972 2,500,000
Andrew E. Newton.......................... 133,426 130,116
Battery Ventures III, L.P.(4)............. 2,500,000
NYNEX Information Technologies
Company(5).............................. 1,125,000
</TABLE>

- ---------------
(1) Shares held by affiliated persons and entities have been aggregated. See
"Principal Shareholders."

(2) Steven T. Kirsch, the Chairman of the Board of the Company, has been elected
as a director of the Company by the holders of the Series A Preferred Stock
pursuant to the Company's Amended and Restated Articles of Incorporation and
a voting agreement contained in the Third Amended and Restated Investors'
Rights Agreement dated April 19, 1996 between the Company

50
<PAGE> 53

and the Investors listed on Schedule A thereto. The right of the Preferred
Stock holders to designate a director shall terminate upon the consummation
of this Offering.

(3) H. DuBose Montgomery, a General Partner of Menlo Ventures, has been elected
as a director of the Company by the holders of the Series B Preferred Stock
pursuant to the Company's Amended and Restated Articles of Incorporation and
a voting agreement contained in the Third Amended and Restated Investors'
Rights Agreement dated April 19, 1996 between the Company and the Investors
listed on Schedule A thereto. The right of preferred shareholders to
designate a director shall terminate upon the consummation of this Offering.

(4) Oliver D. Curme, a General Partner of Battery Ventures, has been elected as
a director of the Company by the holders of the Series C Preferred Stock
pursuant to the Company's Amended and Restated Articles of Incorporation and
a voting agreement contained in the Third Amended and Restated Investors'
Rights Agreement dated April 19, 1996 between the Company and the Investors
listed on Schedule A thereto. The right of the Preferred Stock holders to
designate a director shall terminate upon the consummation of this Offering.

(5) Matthew J. Stover, Chairman of the Board of NYNEX Information Technologies
Company, has been elected as a director of the Company by the holders of the
Series E Preferred Stock pursuant to the Company's Amended and Restated
Articles of Incorporation and a voting agreement contained in the Third
Amended and Restated Investors' Rights Agreement dated April 19, 1996
between the Company and the Investors listed on Schedule A thereto. The
right of the Preferred Stock holders to designate a director shall terminate
upon the consummation of this Offering.

Pursuant to the Redemption Agreement between the Company and NYNEX, dated
March 29, 1996, and the Redemption Agreement between the Company and Kanematsu,
dated April 12, 1996, the Company has granted to NYNEX and Kanematsu certain
rights to require the Company to redeem the Series E Preferred Stock held by
such entities at the lesser of the fair market value or $8.00 per share. The
Redemption Agreements terminate upon the conversion of the Series E Preferred
Stock pursuant to the Company's initial public offering with aggregate proceeds
of at least $15 million.

The Company has entered into a Software License Agreement (the "License"),
dated March 29, 1996 with NYNEX to allow NYNEX to use and reproduce certain
licensed software in any medium for NYNEX's internal use only. The license is
royalty-free during the initial trial term, but may be renewed either (i) for
subsequent annual terms for a specified percentage of collected revenues or an
annual minimum payment of $3 million or (ii) for a subsequent ten year term for
a lump sum payment of $4 million.

On May 4, 1995, the Company entered into an Amended and Restated Put Option
Agreement whereby the Company was granted the right to require certain
investors, including Menlo
Ventures VI, L.P., to purchase shares of Series D Preferred Stock at an
aggregate price of up to $2,352,269.60 if the Company's total revenues exceed an
aggregate of $8,000,000 during two consecutive fiscal quarters. The Put Option
shall terminate upon the earliest to occur of a specified list of events,
including an underwritten public offering of the Company's Common Stock
registered under the Securities Act of 1933 on Form S-1 with aggregate gross
proceeds of at least $10,000,000 at an offering price of not less than $1.80 per
share.

51
<PAGE> 54

The Company entered into four Stock Purchase Agreements on January 24, 1996
with
Robert E.L. Johnson III, an executive officer of the Company, whereby Mr.
Johnson purchased a total of 374,998 shares of the Company's Common Stock at
$0.80 per share held in the names of IRA's for the benefit of Mr. Johnson and as
custodian for his minor children. On January 30, 1996 the Company entered into
an Employee Stock Purchase Agreement with Mr. Johnson pursuant to which he
purchased 75,000 shares of Common Stock at $0.80 per share. Payment for the
shares purchased on January 30, 1996 was made with a Promissory Note.

The Company entered into a Stock Purchase Agreement on March 28, 1996 with
Leonard J. Le Blanc, an executive officer of the Company, for the purchase of
37,500 shares of the Company's Common Stock at $4.00 per share. Payment for the
shares so purchased was made with a Promissory Note.

The Company entered into a Stock Purchase Agreement on March 9, 1996 with
John S. Nauman, an executive officer of the Company, for the purchase of 150,000
shares of the Company's Common Stock at $1.33 per share. Payment for the shares
so purchased was made with a Promissory Note.

The Company entered into a Stock Purchase Agreement on March 7, 1996 with
Craig I. Forman, an executive officer of the Company, for the purchase of
150,000 shares of the Company's Common Stock at $1.33 per share. Payment for the
shares so purchased was made with a Promissory Note.

The Company entered into the Internet Search Service Access Agreement
between the Company and NETCOM dated October 13, 1995, as amended on March 20,
1996. John E. Zeisler is a director of the Company and an officer of NETCOM.

The Company entered into a License and Software Distribution Agreement with
HNC on April 25, 1996 and proposes to enter into a Definitive Agreement with HNC
Software Inc. to license certain other HNC software. The Company has already
entered into a letter of intent related to such other HNC software. Oliver D.
Curme is a director of both the Company and HNC Software Inc. In addition,
Battery Ventures, L.P., of which Mr. Curme is a General Partner of a General
Partner, has been a 10% shareholder of HNC.

The holders of shares of Common Stock issued upon conversion of the Series
A, Series B, Series C, and Series E Preferred Stock are entitled to certain
registration rights. See "Description of Capital Stock -- Registration Rights."

The Company has granted options to certain of its directors and executive
officers. See "Management -- Option Grants in Last Fiscal Year" and "Principal
Shareholders."

The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
the Company and its officers, directors, principal shareholders and their
affiliates will be approved by a majority of the Board of Directors, including a
majority of the independent and disinterested outside directors on the Board of
Directors.

52
<PAGE> 55

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 1996 by (i) each person
who is known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each of the Company's directors, (iii) each of the Named
Officers, and (iv) all current officers and directors as a group.

<TABLE>
<CAPTION>
SHARES PERCENT BENEFICIALLY
BENEFICIALLY OWNED(1)(2)(3)
OWNED(1)(2) ---------------------
----------- BEFORE AFTER
NAME AND ADDRESS OF BENEFICIAL OWNERS NUMBER OFFERING OFFERING
- --------------------------------------------------------- ----------- -------- --------
<S> <C> <C> <C>
Steven T. Kirsch(4) ..................................... 6,012,503 27.4% 24.1%
Infoseek Corporation
2620 Augustine Drive, Suite 250
Santa Clara, CA 95054
Menlo Ventures VI, L.P(5)................................ 4,815,097 21.9% 19.3%
Building 4, Suite 100
3000 Sand Hill Road
Menlo Park, CA 94025
Battery Ventures III, L.P................................ 2,500,000 11.4% 10.0%
200 Portland Street
Boston, MA 02114
NYNEX Information Technologies Company................... 1,125,000 5.1% 4.5%
35 Village Road
Middleton, MA 01946
Andrew E. Newton......................................... 638,542 2.9% 2.6%
Robert E.L. Johnson, III(6).............................. 599,998 2.7% 2.4%
John E. Zeisler.......................................... 12,500 * *
Oliver D. Curme(7)....................................... 2,500,000 11.4% 10.0%
H. Dubose Montgomery(8).................................. 4,815,097 21.9% 19.3%
Matthew J. Stover(9)..................................... 1,125,000 5.1% 4.5%
Karl A. Spangenberg...................................... -- * *
All Directors and Executive Officers
as a group (12 persons)(10).............................. 16,041,140 72.6% 63.8%
</TABLE>

- ---------------
* Less than 1%.

(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock.

(2) The number of shares of Common Stock beneficially owned includes the shares
issuable pursuant to stock options that may be exercised within 60 days
after March 31, 1996. Shares issuable pursuant to such options are deemed
outstanding for computing the percentage of the person holding such options
but are not deemed outstanding for computing the percentage of any other
person. For purposes of this table, the number of shares outstanding at
March 31, 1996 includes the issuance of 1,048,501 shares of Convertible
Preferred Stock in April 1996. The number of shares of Common Stock
outstanding after this Offering includes the 3,000,000 shares of Common
Stock being offered for sale by the Company in this Offering.

(3) Assumes no exercise of the Underwriters' over-allotment option. See
"Underwriting."

(4) Includes 37,500 shares held by the Kirsch Family Trust, an aggregate of
87,503 shares held by the children of Mr. Kirsch, and 5,887,500 shares held
in the name of trusts for the benefit of Mr. Kirsch.

53
<PAGE> 56

(5) Includes 71,160 shares owned by Menlo Entrepreneurs Fund VI, L.P.

(6) Includes an aggregate of 209,436 held by Mr. Johnson in custody for his
children, and includes an aggregate of 165,562 shares held in two IRAs for
the benefit of Mr. Johnson. Also includes 150,000 shares issuable pursuant
to stock options that may be exercised within 60 days after March 31, 1996.

(7) Represents 2,500,000 shares beneficially owned by Battery Ventures III,
L.P. Mr. Curme, a director of the Company is a General Partner of Battery
Partners, III, L.P., the general partner of Battery Ventures III, L.P., and
he disclaims beneficial ownership of these shares except to the extent of
his pecuniary interest therein.

(8)Includes 71,160 shares owned by Menlo Entrepreneurs Fund VI, L.P. and
4,743,937 shares owned by Menlo Ventures VI, L.P. Mr. Montgomery, a director
of the Company, is a general partner of Menlo Ventures Management VI, L.P.,
which is the general partner of each of the foregoing venture funds. Mr.
Montgomery disclaims beneficial ownership of these shares except to the
extent of his pecuniary interest therein.

(9) Represents 1,125,000 shares beneficially owned by NYNEX Information
Technologies Company. Mr. Stover, a director of the Company is the Chairman
of the Board of NYNEX Information Technologies Company, an indirect wholly
owned subsidiary of NYNEX Corporation and he disclaims beneficial ownership
of these shares.

(10) Includes 150,000 shares subject to options, including those identified in
note (6).

54
<PAGE> 57

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company upon the closing of this
Offering will consist of 60,000,000 shares of Common Stock, no par value, and
5,000,000 shares of Preferred Stock, no par value.

COMMON STOCK

As of March 31, 1996, and including the issuance of 1,048,501 shares of
Convertible Preferred Stock in April 1996, there were 21,946,228 shares of
Common Stock outstanding held of record by 51 shareholders. There will be
24,946,228 shares of Common Stock outstanding after giving effect to the sale of
the shares of Common Stock offered hereby.

The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the shareholders. Subject to preferences that may be
applicable to any outstanding Preferred Stock, the holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board of Directors out of funds legally available therefor. See
"Dividend Policy." In the event of the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior distribution
rights of Preferred Stock, if any, then outstanding. The Common Stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are fully paid and nonassessable, and the
shares of Common Stock to be issued upon completion of this Offering will be
fully paid and nonassessable.

PREFERRED STOCK

The Company's Articles of Incorporation authorize 5,000,000 shares of
Preferred Stock. The Board of Directors has the authority to issue the Preferred
Stock in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, conversion rights, voting
rights, terms of redemption, redemption prices, liquidation preferences and the
number of shares constituting any series or the designation of such series,
without further vote or action by the shareholders. The issuance of Preferred
Stock may have the effect of delaying, deferring or preventing a change in
control of the Company without further action by the shareholders and may
adversely affect the voting and other rights of the holders of Common Stock. The
issuance of Preferred Stock with voting and conversion rights may adversely
affect the voting power of the holders of Common Stock, including the loss of
voting control to others. At present, the Company has no plans to issue any of
the Preferred Stock.

REGISTRATION RIGHTS

After this Offering, the holders of 21,579,512 shares of Common Stock and
holders of warrants and options to purchase 1,345,000 shares of Common Stock
will be entitled to certain rights with respect to the registration of such
shares under the Securities Act. Under the terms of the agreement between the
Company and the holders of such registrable securities, if the Company proposes
to register any of its securities under the Securities Act, either for its own
account or for the account of other security holders exercising registration
rights, such holders are entitled to notice of such registration and are
entitled to include shares of such Common Stock therein. Certain of such
shareholders benefitting from these rights may also require the Company to file
a registration statement under the Securities Act at the Company's expense with
respect to their shares of Common Stock, and the Company is required to use its
diligent reasonable efforts to effect such registration. Further, holders may
require the Company to file additional registration statements on Form S-3 at
the Holder's expense. These rights are subject to certain conditions and
limitations, among them the right of the underwriters of an offering to limit
the number of shares included in such registration in certain circumstances.

55
<PAGE> 58

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is First National
Bank of Boston, whose telephone number is (617) 575-2000.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no market for the Common Stock of
the Company. Therefore, future sales of substantial amounts of Common Stock in
the public market could adversely affect market prices prevailing from time to
time. Furthermore, since only a limited number of shares will be available for
sale shortly after this Offering because of certain contractual and legal
restrictions on resale (as described below), sales of substantial amounts of
Common Stock of the Company in the public market after the restrictions lapse
could adversely affect the prevailing market price and the ability of the
Company to raise equity capital in the future.

Upon completion of this Offering, the Company will have outstanding an
aggregate of 24,946,228 shares of Common Stock. Of these outstanding shares of
Common Stock, the 3,000,000 shares sold in this Offering will be freely
tradeable without restriction or further registration under the Securities Act,
unless purchased by an "affiliate" of the Company, as that term is defined in
Rule 144 under the Securities Act (an "Affiliate"). The remaining 21,946,228
shares of Common Stock existing are "restricted securities" as that term is
defined in Rule 144 under the Act ("Restricted Shares"). Restricted Shares may
be sold in the public market only if registered or if they qualify for an
exemption from registration under Section 4(1) Rules 144, 144(k) or 701
promulgated under the Securities Act, which are summarized below. Sales of the
Restricted Shares in the public market, or the availability of such shares for
sale, could adversely affect the market price of the Common Stock.

All holders of Common Stock and options to purchase Common Stock have
agreed pursuant to certain "lockup" agreements that they will not, directly or
indirectly, offer, sell, pledge, contract to sell, grant any option to purchase,
grant a security interest in, hypothecate or otherwise sell or dispose of the
shares of Common Stock owned by them or that could be purchased by them through
the exercise of options to purchase Common Stock of the Company for a period of
180 days after the date of this Prospectus, which lock-ups may not be released
without the prior written consent of Alex. Brown & Sons Incorporated. As a
result of these contractual restrictions, notwithstanding possible earlier
eligibility for sale under the provisions of Section 4(1) or Rules 144, 144(k)
and 701, shares subject to lock-up agreements will not be saleable until the
agreements expire. The number of outstanding shares (based on shares outstanding
at March 31, 1996 and including the issuance of 1,048,501 shares of Convertible
Preferred Stock in April 1996) that will be available for sale in the public
market, after giving effect to lock-up agreements, will be as follows: (i) no
shares of Common Stock will be eligible for sale as of the date of this
Prospectus, (ii) 13,514,626 shares of Common Stock will be eligible for sale
beginning 180 days after the date of this Prospectus, subject in some cases to
certain volume and other limitations, and (iii) the approximately 8,433,477
remaining Restricted Shares will not be eligible for sale pursuant to Rule 144
until the expiration of their two-year holding periods.

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this Prospectus, a person (or persons whose shares are aggregated)
who has beneficially owned Restricted Shares for at least two years (including
the holding period of any prior owner except an Affiliate) would be entitled to
sell within any three-month period a number of shares that does not exceed the
greater of: (i) one percent of the number of shares of Common Stock then
outstanding; or (ii) the average weekly trading volume of the Common Stock
during the four calendar weeks preceding the filing of a Form 144 with respect
to such sale. Sales under Rule 144 are also subject to certain manner of sale
provisions and notice requirements and to the availability of current public
information about the Company. Under Rule 144(k), a person who is not deemed to
have been an Affiliate of the Company at any time during the 90 days preceding a
sale, and who has beneficially

56
<PAGE> 59

owned the shares proposed to be sold for at least three years (including the
holding period of any prior owner except an Affiliate), is entitled to sell such
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144; therefore, unless otherwise
restricted, "144(k) shares" may therefore be sold immediately upon the
completion of this Offering.

In addition, any employee, officer or director of or consultant to the
Company who purchased his or her shares pursuant to a written compensatory plan
or contract may be entitled to rely on the resale provisions of Rule 701. Rule
701 permits such a holder to sell his or her Rule 701 shares under Rule 144
without complying with the holding period requirements of Rule 144. Rule 701
further provides that non-affiliates may sell such shares in reliance on Rule
144 without having to comply with the public information, volume limitation or
notice provisions of Rule 144. In both cases, a holder of Rule 701 shares is
required to wait until 90 days after the date of this Prospectus before selling
such shares. The Company's Stock Option Plan requires that the holders of shares
issued upon exercise of options under such plan will not offer, sell contract to
sell or grant any option to sell or grant any option to purchase or otherwise
dispose of the shares of Common Stock owned by them for a period of 180 days
after the effective date of this Offering.

The Company has agreed not to offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or any rights to acquire Common
Stock for a period 180 days after the date of this Prospectus, without the prior
written consent of the Representatives of the Underwriters, subject to certain
limited exceptions.

The Company intends to file one or more registration statements on Form S-8
under the Securities Act to register all shares of Common Stock subject to
outstanding stock options and Common Stock issued or issuable pursuant to the
Company's 1996 Stock Option/Stock Issuance Plan and Common Stock issuable
pursuant to the Company's Employee Stock Purchase Plan. See "Management -- 1996
Stock Option/Stock Issuance Plan," and "-- Employee Stock Purchase Plan."
Accordingly, shares registered under such registration statements will, subject
to Rule 144 volume limitations applicable to an Affiliate and the lapsing of the
Company's repurchase options, be available for sale in the open market, except
to the extent that such shares are subject to vesting restrictions with the
Company or the contractual restrictions described above.

57
<PAGE> 60

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters"), through their Representatives,
Alex. Brown & Sons Incorporated and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, have severally agreed to purchase from the Company the following
respective number of shares of Common Stock at the initial public offering price
less the underwriting discounts and commissions set forth on the cover page of
this Prospectus:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
------------------------------------------------------------------------- ----------
<S> <C>
Alex. Brown & Sons Incorporated..........................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................
----------
Total....................................................... 3,000,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all shares of the Common Stock offered hereby if any
of such shares are purchased.

The Company has been advised by the Representatives of the Underwriters
that the Underwriters propose to offer the shares of Common Stock to the public
at the initial public offering price set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not in excess
of $ per share. The Underwriters may allow, and such dealer may reallow, a
concession not in excess of $ per share to certain other dealers. After the
initial public offering, the offering price and other selling terms may be
changed by the Representatives of the Underwriters.

The Company has granted to the Underwriters an option, exercisable not
later than 30 days after the date of this Prospectus, to purchase up to 450,000
additional shares of Common Stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Common Stock to be purchased by
it shown in the above table bears to 450,000, and the Company will be obligated,
pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of Common Stock offered hereby. If purchased, the
Underwriters will offer such additional shares on the same terms as those on
which the 3,000,000 shares are being offered.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

All shareholders of the Company have agreed not to offer, sell or otherwise
dispose of any shares of Common Stock for a period of 180 days after the date of
this Prospectus, which agreements may not be released without the prior consent
of Alex. Brown & Sons Incorporated. See "Shares Eligible for Future Sale."

The Representatives of the Underwriters have advised the Company that the
Underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

Prior to this Offering, there has been no public market for the Common
Stock of the Company. Consequently, the initial public offering price for the
Common Stock has been determined by negotiation between the Company and the
Representatives of the Underwriters. Among the factors considered in such
negotiations were prevailing market conditions, the results of operations of the
Company in recent periods, the market capitalizations and stages of development
of other companies which the Company and the Representatives of the Underwriters
believed to be comparable to the Company, estimates of the business potential of
the Company, the present state of the Company's development and other factors
deemed relevant.

58
<PAGE> 61

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Palo
Alto, California. Certain legal matters in connection with this Offering will be
passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California.

EXPERTS

The financial statements of Infoseek Corporation at December 31, 1994 and
1995 and for the period from August 30, 1993 (inception) through December 31,
1993 and the years ended December 31, 1994 and 1995 appearing in this Prospectus
and Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement on Form S-1 under the
Securities Act with respect to the Common Stock offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules to the Registration Statement. For further
information with respect to the Company and such Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits and schedules
filed as a part of the Registration Statement. Statements contained in this
Prospectus concerning the contents of any contract or any other document
referred to are not necessarily complete; reference is made in each instance to
the copy of such contract or document filed as an exhibit to the Registration
Statement. Each such statement is qualified in all respects by such reference to
such exhibit. The Registration Statement, including exhibits and schedules
thereto, may be inspected without charge at the Securities and Exchange
Commission's principal office in Washington, D.C. 20549, and copies of all or
any part thereof may be obtained from such office after payment of fees
prescribed by the Securities and Exchange Commission.

59
<PAGE> 62

INFOSEEK CORPORATION

------------------

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Infoseek Corporation:
Report of Independent Auditors................................................... F-2
Balance Sheets................................................................... F-3
Statements of Operations......................................................... F-4
Statements of Shareholders' Equity (Deficit)..................................... F-5
Statements of Cash Flows......................................................... F-6
Notes to Financial Statements.................................................... F-7
</TABLE>

F-1
<PAGE> 63

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Infoseek Corporation

We have audited the accompanying balance sheets of Infoseek Corporation as
of December 31, 1994 and 1995, and the related statements of operations,
shareholders' equity (deficit), and cash flows for the period from August
30,1993 (inception) through December 31, 1993 and for the years ended December
31, 1994 and 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Infoseek Corporation at
December 31, 1994 and 1995, and the results of its operations and its cash flows
for the period from August 30, 1993 (inception) through December 31, 1993 and
for the years ended December 31, 1994 and 1995, in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP

San Jose, California
February 27, 1996,
except as to Note 9, as to which
the date is May , 1996

- --------------------------------------------------------------------------------

The foregoing report is in the form that will be signed upon the completion
of the 3 for 4 reverse stock split described in Note 9 to the Consolidated
Financial Statements.

/s/ ERNST & YOUNG LLP

San Jose, California
May 1, 1996

F-2
<PAGE> 64

INFOSEEK CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1994 1995
----------- ----------- MARCH 31, PRO FORMA
1996 SHAREHOLDERS'
----------- EQUITY
MARCH 31,
(UNAUDITED) 1996
-------------
(UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................ $ 568,120 $ 1,129,096 $10,114,023
Short-term investments........................................... -- 496,871 --
Accounts receivable, less allowance for doubtful accounts of
$41,500 in 1995 and $49,387 in 1996............................ -- 498,567 858,239
Other current assets............................................. 19,303 110,901 303,357
----------- ----------- -----------
Total current assets...................................... 587,423 2,235,435 11,275,619
Property and equipment:
Computer and office equipment.................................... 367,423 3,102,894 4,281,051
Furniture and fixtures........................................... 8,125 85,212 154,919
Leasehold improvements........................................... 5,927 22,020 22,020
----------- ----------- -----------
381,475 3,210,126 4,457,990
Less accumulated depreciation and amortization................... 109,819 397,569 692,336
----------- ----------- -----------
Net property and equipment....................................... 271,656 2,812,557 3,765,654
Purchased technology, net of accumulated amortization.............. -- 74,632 37,316
Deposits........................................................... -- -- 668,359
----------- ----------- -----------
Total assets.............................................. $ 859,079 $ 5,122,624 $15,746,948
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................. $ 11,394 $ 1,222,585 $ 1,040,757
Accrued payroll and payroll related expenses..................... 4,000 70,768 264,095
Accrued royalties................................................ -- 35,736 918,895
Other accrued liabilities........................................ 113,627 575,767 1,007,199
Short-term obligations........................................... -- 238,453 913,931
----------- ----------- -----------
Total current liabilities................................. 129,021 2,143,309 4,144,877
Long-term obligations.............................................. -- 687,596 2,489,833
Maintenance fees due third parties................................. 210,000 150,000 150,000
Commitments
Shareholders' equity:
Preferred stock, no par value:
Authorized shares -- 5,000,000 pro forma
Issued and outstanding shares -- none pro forma................ -- -- -- $ --
Convertible preferred stock, no par value:
Authorized shares -- 27,890,378 in 1996;
Issued and outstanding shares -- 9,420,541 in 1994, 15,580,294
in 1995, 16,519,175 in 1996, and none pro forma; 1,218,750
shares redeemable in 1996, aggregate redemption value of
$13,406,250, and no shares redeemable pro forma; aggregate
liquidation preference of $16,357,660 in 1996................ 2,019,549 6,694,544 16,394,544 --
Common stock, no par value:
Authorized shares -- 45,000,000 in 1996
Issued and outstanding shares -- 3,782,812 in 1994, 4,000,011
in 1995, 4,378,552 in 1996, and 20,897,727 pro forma......... 37,830 1,185,333 5,013,813 21,408,357
Accumulated deficit.............................................. (1,537,321) (4,612,008) (8,106,509) (8,106,509)
Deferred compensation............................................ -- (1,076,300) (3,713,850) (3,713,850)
Notes receivable from shareholders............................... -- (49,850) (625,760) (625,760)
----------- ----------- ----------- -----------
Total shareholders' equity................................ 520,058 2,141,719 8,962,238 $ 8,962,238
===========
----------- ----------- -----------
Total liabilities and shareholders' equity................ $ 859,079 $ 5,122,624 $15,746,948
=========== =========== ===========
</TABLE>

See accompanying notes.

F-3
<PAGE> 65

INFOSEEK CORPORATION

STATEMENTS OF OPERATIONS

See accompanying notes.

F-4
<PAGE> 66

INFOSEEK CORPORATION

STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
CONVERTIBLE NOTES TOTAL
PREFERRED STOCK COMMON STOCK RECEIVABLE SHAREHOLDERS'
------------------------- ---------------------- ACCUMULATED DEFERRED FROM EQUITY
SHARES AMOUNT SHARES AMOUNT DEFICIT COMPENSATION SHAREHOLDERS (DEFICIT)
---------- ------------ --------- ---------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at August
30, 1993......... -- $ -- -- $ -- $ -- $ -- $ -- $ --
Net loss........ -- -- -- -- (27,335 ) -- -- (27,335)
---------- ----------- --------- ---------- ----------- ----------- --------- -----------
Balance at
December 31,
1993............ -- -- -- -- (27,335 ) -- -- (27,335)
Issuance of
common stock
to founders... -- -- 3,780,000 37,800 -- -- -- 37,800
Issuance of
Series A
convertible
preferred
stock for cash
and conversion
of note
payable, net
of issuance
costs......... 6,826,125 899,452 -- -- -- -- -- 899,452
Issuance of
Series B
convertible
preferred
stock for
cash, net of
issuance
costs......... 2,594,416 1,120,097 -- -- -- -- -- 1,120,097
Exercise of
common stock
options....... -- -- 2,812 30 -- -- -- 30
Net loss........ -- -- -- -- (1,509,986 ) -- -- (1,509,986)
---------- ----------- --------- ---------- ----------- ----------- --------- -----------
Balance at
December 31,
1994............ 9,420,541 2,019,549 3,782,812 37,830 (1,537,321 ) -- -- 520,058
Issuance of
Series A
preferred
stock for
purchased
technology.... 559,739 223,895 -- -- -- -- -- 223,895
Repurchase of
common stock
from
founder....... -- -- (154,688) (1,547) -- -- -- (1,547)
Issuance of
Series C
convertible
preferred
stock for
cash, net of
issuance
costs......... 5,600,014 4,430,100 -- -- -- -- -- 4,430,100
Issuance of
warrants for
shares of
Series C
convertible
preferred
stock......... -- 21,000 -- -- -- -- -- 21,000
Issuance of
common stock
to employee
for note
receivable.... -- -- 371,887 49,850 -- -- (49,850) --
Unearned
compensation
related to
stock
options....... -- -- 1,099,200 -- (1,099,200 ) -- --
Amortization of
unearned
compensation
related to
stock
options....... -- -- -- -- -- 22,900 -- 22,900
Net loss........ -- -- -- -- (3,074,687 ) -- -- (3,074,687)
---------- ----------- --------- ---------- ----------- ----------- --------- -----------
Balance at
December 31,
1995............ 15,580,294 6,694,544 4,000,011 1,185,333 (4,612,008 ) (1,076,300 ) (49,850) 2,141,719
Cancellation of
Series A
preferred
stock issued
for purchased
technology
(unaudited)... (279,869) -- -- -- -- -- -- --
Unearned
compensation
related to
stock options
(unaudited)... -- -- -- 2,951,200 -- (2,951,200 ) -- --
Amortization of
unearned
compensation
related to
stock options
(unaudited)... -- -- -- -- -- 313,650 -- 313,650
Issuance of
convertible
preferred
stock for
cash, net of
issuance costs
(unaudited)... 1,218,750 9,700,000 -- -- -- -- -- 9,700,000
Repurchases of
common stock
(unaudited)... -- -- (179,688) (1,797) -- -- -- (1,797)
Issuance of
common stock
to officer
(unaudited)... -- -- 374,999 300,000 -- -- -- 300,000
Issuance of
common stock
to officers
for notes
receivable
(unaudited)... -- -- 412,499 610,000 -- -- (610,000) --
Exercise of
common stock
options
(unaudited)... -- -- 26,404 3,167 -- -- -- 3,167
Cancelation of
note
receivable and
return of
unvested
shares by
employee
(unaudited)... -- -- (255,673) (34,090) -- -- 34,090 --
Net loss
(unaudited)... -- -- -- -- (3,494,501 ) -- -- (3,494,501)
---------- ----------- --------- ---------- ----------- ----------- --------- -----------
Balance at March
31, 1996
(unaudited)..... 16,519,175 $ 16,394,544 4,378,552 $5,013,813 $(8,106,509) $(3,713,850 ) $ (625,760) $ 8,962,238
========== =========== ========= ========== =========== =========== ========= ===========
</TABLE>

See accompanying notes.

F-5
<PAGE> 67

INFOSEEK CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 30,
1993 THREE MONTHS ENDED
(INCEPTION) TO YEARS ENDED DECEMBER 31, MARCH 31,
DECEMBER 31, ------------------------- -----------------------
1993 1994 1995 1995 1996
-------------- ----------- ----------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss...................................... $(27,335) $(1,509,986) $(3,074,687) $(422,042) $(3,494,501)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization............... -- 109,819 437,013 69,597 332,083
Amortization of unearned compensation
related to stock options.................. -- -- 22,900 -- 313,650
Amortization of warrants issued in
connection with term loan................. -- -- 21,000 -- --
Changes in operating assets and liabilities:
Accounts receivable....................... -- -- (498,567) (4,000) (359,672)
Other current assets...................... (69,850) 50,547 (91,598) (3,592) (192,456)
Accounts payable.......................... 68,628 (57,234) 1,211,191 19,377 (181,828)
Accrued payroll........................... -- 4,000 66,768 -- 193,327
Accrued royalties......................... -- -- 35,736 -- 883,159
Other accrued liabilities................. -- 113,627 462,140 42,484 431,432
Maintenance fees due third parties........ -- 210,000 (60,000) (70,000) --
-------- ----------- ----------- --------- -----------
Net cash used in operating activities......... (28,557) (1,079,227) (1,468,104) (368,176) (2,074,806)
INVESTING ACTIVITIES
Purchase of short-term investments............ -- -- (2,483,011) -- --
Proceeds from sales and maturities of
available-for-sale investments.............. -- -- 1,986,140 -- 496,871
Purchase of property and equipment............ (71,129) (310,346) (2,828,651) (47,511) (1,247,864)
-------- ----------- ----------- --------- -----------
Net cash used in investing activities......... (71,129) (310,346) (3,325,522) (47,511) (750,993)
FINANCING ACTIVITIES
Term loan..................................... -- -- 965,860 -- 2,572,749
Repayments of term loan....................... -- -- (39,811) -- (95,034)
Issuance of note payable...................... 277,151 380,000 -- -- --
Payment of deposit on term loan............... -- -- -- -- (668,359)
Repayment of note payable..................... -- (57,151) -- -- --
Proceeds from sale of convertible preferred
stock, net of issuance costs................ -- 1,419,549 4,430,100 -- 9,700,000
Proceeds from sale of common stock............ -- 37,830 -- -- 303,167
Repurchase of common stock.................... -- -- (1,547) -- (1,797)
-------- ----------- ----------- --------- -----------
Net cash provided by financing activities..... 277,151 1,780,228 5,354,602 -- 11,810,726
-------- ----------- ----------- --------- -----------
Net increase (decrease) in cash and cash
equivalents................................. 177,465 390,655 560,976 (415,687) 8,984,927
Cash and cash equivalents at beginning of
period...................................... -- 177,465 568,120 568,120 1,129,096
-------- ----------- ----------- --------- -----------
Cash and cash equivalents at end of period.... $177,465 $ 568,120 $ 1,129,096 $ 152,433 $10,114,023
======== =========== =========== ========= ===========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Unearned compensation related to stock options amounted to $1,099,200 and
$2,951,200 for the year ended December 31, 1995 and the three months ended March
31, 1996, respectively.

See accompanying notes.

F-6
<PAGE> 68

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS

(INFORMATION AS OF MARCH 31, 1996 AND RELATING TO THE
THREE MONTHS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Infoseek Corporation (the "Company") was formed in August 1993 to develop
and provide branded, comprehensive Web-based navigational services that help
users access and personalize the vast resources of the Internet. The Company's
primary service offering, Infoseek Guide, is a free service targeted at
individual users.

Cash, Cash Equivalents and Short-Term Investments

Cash and Cash Equivalents -- The Company considers all highly liquid debt
instruments which are purchased with a maturity of three months or less to be
cash equivalents. Through March 31, 1996, the Company has invested cash in
excess of operating requirements in high-quality investments, primarily U.S.
treasury securities, at prevailing market interest rates at the time of
purchase.

Short-Term Investments -- The Company accounts for investments in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" (FAS 115). Management
determines the appropriate classification of debt securities at the time of
purchase and reevaluates such designation as of each balance sheet date. The
Company's short-term investments, which consist primarily of U.S. treasury
securities with maturities of one year or less, are classified as
available-for-sale, and as such, are carried at fair value with the unrealized
gains and losses, net of tax, reported in a separate component of shareholders'
equity. The amortized cost of debt securities in this category is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization, as well as any interest on the securities, is included in interest
income. Realized gains and losses and declines in value judged to be
other-than-temporary on available-for-sale securities are included in interest
income (expense). The cost of securities sold is based on the specific
identification method. The Company had no investments in equity securities at
December 31, 1994 and 1995 or March 31, 1996.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation.
The Company depreciates property and equipment using the straight-line method
over the estimated useful lives of three to five years. Leasehold improvements
are amortized using the straight-line method over the shorter of the life of the
related asset or the term of the lease.

Research and Development

Research and development expenditures are generally charged to operations
as incurred. Statement of Financial Accounting Standards No. 86, "Accounting for
the Costs of Computer Software to be Sold, Leased or Otherwise Marketed,"
requires the capitalization of certain software development costs subsequent to
the establishment of technological feasibility. In the Company's case,
capitalization would begin upon completion of a working model as the Company
does not prepare detail program designs as part of the development process. As
of December 31, 1995 and

F-7
<PAGE> 69

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

March 31, 1996, such capitalizable costs were insignificant. Accordingly, the
Company has charged all such costs to research and development expense in the
accompanying statements of operations, and such costs have been immaterial to
date.

Stock-Based Compensation

The Company has chosen not to adopt the accounting provisions under
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FAS 123), and therefore the effect of adopting the disclosure
standards required by FAS 123 has not had any effect on the Company's financial
position or results of operations.

Long-Lived Assets

In 1995, the Financial Accounting Standards Board released the Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of " (FAS 121). FAS
121 requires recognition of impairment of long-lived assets in the event the net
book value of such assets exceeds the future undiscounted cash flows
attributable to such assets. FAS 121 has not had a material impact on the
financial statements of the Company.

Revenue Recognition

The Company's advertising revenues are derived principally from short-term
advertising contracts in which the Company guarantees a minimum number of
impressions for a fixed fee. Advertising revenues are recognized ratably over
the term of the contract provided that the monthly minimum impressions are met,
the Company does not have any remaining significant obligations, and collection
of the resulting receivable is probable.

Also included in advertising revenues is the exchange by the Company of
advertising space on the Company's Web sites for reciprocal advertising space in
other media publications or other Web sites or receipt of applicable goods and
services. Revenues from these exchange transactions are recorded as advertising
revenue at the estimated fair value of the goods and services received and are
recognized when both the Company's advertisements and the reciprocal
advertisements are run, or goods or services are received. For the three months
ended March 31, 1996, advertising revenues recognized under these trading
activities amounted to $55,500.

The Company has also derived revenues during 1995 and the first quarter of
1996 from fees related to a premium subscription service offered to business and
professional users. Revenues from this service are recognized over the period
the services are provided.

Advertising Costs

Advertising costs are recorded as an expense the first time an
advertisement appears. Advertising costs amounted to $367,319 for the three
months ended March 31, 1996. There were no advertising expenses during the
period from August 30, 1993 (inception) to December 31, 1993 and for the years
ended December 31, 1994 and 1995.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash equivalents, short-term
investments, and trade receivables. The Company places its cash equivalents and
short-term investments with high-quality financial institutions. Through March
31, 1996 the Company invested its excess cash in collateralized funds of U.S.
government entities. The Company operates in one business segment and sells
advertising to various

F-8
<PAGE> 70

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

companies across several industries. The Company generally does not require
collateral. The Company maintains reserves for credit losses, and such losses
have been within management's expectations. For the year ended December 31,
1995, one customer accounted for 13% of revenues.

Net Loss Per Share

Net loss per share is computed using the weighted average number of common
shares outstanding. Pursuant to the Securities and Exchange Commission Staff
Accounting Bulletins, convertible preferred stock, common stock and common
equivalent shares (options and warrants) issued by the Company at prices below
the assumed public offering price during the twelve-month period prior to the
proposed offering have been included in the calculation as if they were
outstanding for all periods presented regardless of whether they are
antidilutive (using the treasury stock method at an assumed public offering
price of $11.00).

Net loss per share calculated on this basis for the period from August 30,
1993 (inception) to December 31, 1993 and for the years ended December 31, 1994
and 1995, and for the three months ended March 31, 1995 and 1996 was ($0.00),
($0.10), ($0.19), ($0.03) and ($0.22), respectively, based upon 12,482,827,
15,791,265, 16,162,515, 16,265,640 and 16,214,000 shares, respectively.

Pro Forma Net Loss Per Share and Unaudited Pro Forma Shareholders' Equity

Pro forma net loss per share has been computed as described above and also
gives effect, even if antidilutive, to common equivalent shares from preferred
stock that will automatically convert upon the closing of the Company's initial
public offering (using the as-if-converted method). If the offering contemplated
by this Prospectus is consummated, all of the convertible preferred stock
outstanding as of the closing date will automatically be converted into an
aggregate of approximately 16,519,175 shares of common stock based on the shares
of convertible preferred stock outstanding at March 31, 1996. Unaudited pro
forma shareholders' equity at March 31, 1996, as adjusted for the conversion of
preferred stock is disclosed on the balance sheet.

Interim Financial Statements

In the opinion of management, the unaudited interim financial statements at
March 31, 1996 and for the three months ended March 31, 1995 and 1996 include
all adjustments, consisting only of normal recurring accruals, necessary to
present fairly the Company's financial position at March 31, 1996, and results
of operations and cash flows for the three months ended March 31, 1995 and 1996.
Results for the three months ended March 31, 1996 are not necessarily indicative
of the results to be expected for the entire year.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenue and expenses during the
reporting period. Actual results inevitably will differ from those estimates,
and such differences may be material to the financial statements.

2. PURCHASED TECHNOLOGY

The Company exchanged 559,739 shares of its Series A convertible preferred
stock to license certain technology from ACSIOM under an amended July 1994
Software Development and Licensing

F-9
<PAGE> 71

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Master Agreement ("ACSIOM Agreement"). In March 1996, 279,869 shares of the
previously issued Series A convertible preferred stock were cancelled under
terms contained in the ACSIOM Agreement. The value assigned to the Series A
convertible preferred stock of $223,895 is being amortized over 18 months ending
June 30, 1996. Amortization expense for the year ended December 31, 1995 and the
three months ended March 31, 1996 was $149,263 and $37,316, respectively.

3. OBLIGATIONS

In October 1995 and February 1996, the Company entered into term loan
agreements with Venture Lending and Leasing, Inc. ("Venture") under which the
Company borrowed approximately $3,500,000 to finance the purchase of equipment.
Borrowings made under this agreement are due over 37 months, bear interest which
ranges from 15.80% to 16.39%, and are secured by certain assets of the Company.
In connection with the October 1995 loan agreement, the Company issued warrants
to purchase 100,000 shares of Series C convertible preferred stock (see Note 5).
In connection with the February 1996 loan agreement, the Company paid a cash
deposit of $668,359 to Venture.

Maturities under this agreement as of December 31, 1995 and March 31, 1996
are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ ----------
<S> <C> <C>
1996..................................................... $193,453 $ 913,931
1997..................................................... 280,045 1,033,742
1998..................................................... 407,551 1,388,329
1999..................................................... -- 67,762
-------- ----------
$881,049 $3,403,764
======== ==========
</TABLE>

During 1994, the Company repaid a $657,151 note payable to a founder
through the issuance of 6,000,000 shares of Series A preferred stock and the
payment of $57,151 in cash.

4. COMMITMENTS

The Company leases its facilities under operating lease agreements which
expire at various dates through February 2000. Total rent expense for the years
ended December 31, 1994 and 1995 and for the three months ended March 31, 1996
was $40,889, $85,682 and $50,165, respectively. There was no rent expense for
the period from August 30, 1993 (inception) through December 31, 1993. Minimum
future rental commitments under these leases as of December 31, 1995 and March
31, 1996 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ ---------
<S> <C> <C>
1996...................................................... $165,158 $ 147,867
1997...................................................... 114,561 99,049
1998...................................................... 37,156 34,205
1999...................................................... 35,006 32,252
2000...................................................... 5,864 --
-------- --------
$357,745 $ 313,373
======== ========
</TABLE>

In addition, the Company has cancelable support fees and royalty payments
due ACSIOM. Future minimum payments under this agreement are approximately
$10,000 per quarter and 10% of revenues for so long as the Company continues to
utilize the subject technology.

F-10
<PAGE> 72

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

During 1994, the Company licensed certain technology to be used in
developing the Company's product. Subsequently, it was determined that this
technology was not suited to the Company's product. Consequently, in 1994, the
Company expensed $280,000 due under the contract through 1999. Of this amount,
$195,000 was payable and included in liabilities in the accompanying financial
statements at December 31, 1995 and March 31, 1996.

The Company has licensed certain software technologies from XEROX
Corporation (XEROX). The Company pays a royalty to XEROX based on the usage of
the technology, and such royalty is not to exceed $200,000 per year in 1996 and
1997, and $300,000 in 1998. After payment of such $700,000 in royalties, the
Company will have a perpetual license to the technology with no further
payments.

Historically, a large portion of the Company's traffic was derived through
the Web page of Netscape Communications Corporation ("Netscape"). During 1995,
the Company paid no fees to appear on Netscape's Web page. From January 1, 1996
to March 31, 1996, the Company was listed as the sole premier "Net Search"
service on the Netscape Web page for which the Company paid Netscape 50% of the
related net advertising revenue. In March 1996, Infoseek entered into an
agreement with Netscape, which provides that Infoseek will be listed as a
Premier Provider on Netscape's Web page for the period from April 10, 1996 to
March 31, 1997. This agreement with Netscape provides for payments of up to an
aggregate of $5 million to Netscape over the course of the term of the
agreement. The Company has the right to terminate the agreement at the end of
six months, in which case payments to Netscape would be reduced by an aggregate
of approximately $2.5 million.

5. SHAREHOLDERS' EQUITY

Convertible Preferred Stock

The following is a summary of the authorized and issued shares of
convertible preferred stock:

<TABLE>
<CAPTION>
DECEMBER 31, 1994 DECEMBER 31, 1995 MARCH 31, 1996
------------------------ ------------------------ ------------------------
ISSUED AND ISSUED AND ISSUED AND
AUTHORIZED OUTSTANDING AUTHORIZED OUTSTANDING AUTHORIZED OUTSTANDING
---------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Series A........... 9,847,816 6,826,125 9,847,816 7,385,864 9,847,816 7,105,995
Series B........... 4,060,000 2,594,416 3,459,220 2,594,416 3,459,220 2,594,416
Series C........... -- -- 7,600,009 5,600,014 7,600,009 5,600,014
Series D........... -- -- 3,650,000 -- 3,650,000 --
Series E........... -- -- -- -- 3,333,333 1,218,750
---------- ---------- ---------- ---------- ---------- ----------
Total.... 13,907,816 9,420,541 24,557,045 15,580,294 27,890,378 16,519,175
========== ========== ========== ========== ========== ==========
</TABLE>

The holders of Series A, B, C and E convertible preferred stock are
entitled to receive annual, noncumulative dividends, when and if declared by the
Board of Directors, of $0.007, $0.227, $0.04, and $0.40 per share, respectively.
Through March 31, 1996, no dividends had been declared or paid by the Company.

Each share of Series A, B, C and E stock is convertible, at the option of
the shareholder, into common stock on a one-for-one basis, subject to adjustment
in certain cases. The Series A, B, C, and E convertible preferred stock converts
automatically upon the occurrence of certain events, including a sale of common
stock in an initial public offering with gross proceeds of at least $15,000,000
or the written consent of the holders of two-thirds of the outstanding shares of
preferred stock voting as a single class.

The holders of preferred stock are entitled to one vote for each share of
common stock into which the preferred stock is convertible.

F-11
<PAGE> 73

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

In the event of a liquidation, the Series A, B, C and E shareholders are
entitled to receive $0.13, $0.45, $0.80 and $8.00, respectively, per share, plus
all declared but unpaid dividends. Thereafter, the remaining assets shall be
distributed among the holders of common and preferred shares pro rata with the
preferred shares being treated on an as-converted basis.

Through March 31, 1996, no shares of Series D convertible preferred stock
had been issued.

Redemption

As part of the Series E convertible preferred stock offering 1,125,000
shares were issued to NYNEX Information Technologies Company ("NYNEX"). As part
of this transaction the Company and NYNEX entered into an agreement which
provides that the Company will prominently display the BigYellow logo, which
represents NYNEX's interactive shopping directory, as the exclusive
comprehensive shopping directory within Infoseek Guide, in exchange for a fee
paid by NYNEX. In connection with this transaction, the Company has granted to
NYNEX the right to redeem the Series E convertible preferred stock, if certain
specified events occur, at the fair market value (not less than $8.00 per share)
at the time of redemption. These redemption rights terminate upon the conversion
of the Series E convertible preferred stock pursuant to the Company's initial
public offering with aggregate proceeds of at least $15,000,000.

Founders' Common Stock

The Company has the right, at any time within sixty days after termination
of a founder's employment or service, to repurchase certain common shares at the
price per share paid by the founder. The Company's right to repurchase lapses
with respect to 25% of the total number of shares held by the founder,
commencing twelve months after purchase, and in monthly increments of 2.08% of
the total number of shares thereafter. There were 1,628,906, and 1,234,843
common shares subject to repurchase by the Company at December 31, 1995 and
March 31, 1996, respectively.

Shareholders' Notes Receivable

In December 1995 and during the first quarter of 1996, the Company entered
into agreements with certain officers and an employee to sell 371,887 and
337,500 shares, respectively, of the Company's common stock in exchange for full
recourse promissory notes. The shares are subject to repurchase by the Company,
and such repurchase options lapse in monthly increments of 2.08% of the total
number of shares purchased. The Company also entered into an agreement with an
officer during the first quarter of 1996 to sell 75,000 shares of the Company's
common stock in exchange for a full recourse promissory note. These shares were
fully vested at the time of issuance. At December 31, 1995 and March 31, 1996,
there were 371,887 and 337,500 common shares, respectively, subject to
repurchase by the Company.

Warrants

During 1995 in connection with an equipment financing transaction, the
Company issued warrants to purchase 100,000 shares of Series C convertible
preferred stock at an exercise price of $0.80 per share. These warrants are
exercisable at any time through October 2000. As of December 31, 1995, no
warrants had been exercised. The Company recorded additional interest expense of
$21,000 based on using the minimum value method to determine the value of the
warrant.

F-12
<PAGE> 74

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Common Stock Reserved For Future Issuance

Shares of common stock reserved for future issuance are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ -----------
<S> <C> <C>
Convertible preferred stock.............................. 24,557,045 27,890,378
Warrants................................................. 100,000 100,000
Stock option plan........................................ 3,184,688 5,408,284
---------- ----------
27,841,733 33,398,662
========== ==========
</TABLE>

6. STOCK OPTION PLAN

The Company's Stock Option Plan (the "Plan") provides for the grant of
incentive stock options and nonstatutory stock options to employees and
consultants of the Company at prices ranging from 85% to 110% (depending on the
type of grant) of the fair market value of the common stock on the date of grant
as determined by the Board of Directors. The Company has reserved 5,437,500
shares of common stock for issuance under the Plan. The vesting and exercise
provisions of the option grants are determined by the Board of Directors.
Options generally vest and become exercisable as to 25% of the shares one year
from the date of grant and the balance in monthly increments over the subsequent
three years of service. Options expire no later than seven years from the date
of grant. Options for the purchase of 155,138 and 211,537 shares were
exercisable as of December 31, 1995 and March 31, 1996, respectively.

Information with respect to the Plan is summarized as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
----------------------------------------
SHARES AGGREGATE
AVAILABLE FOR NUMBER OF PRICE PER EXERCISE
GRANT SHARES SHARE PRICE
------------- --------- ---------------- ----------
<S> <C> <C> <C> <C>
Balance at January 1, 1994....... -- -- $-- $ --
Authorized..................... 3,187,500 -- $-- --
Granted........................ (187,500) 187,500 $0.011 - $0.067 11,660
Exercised...................... -- (2,812) $0.011 (188)
Canceled....................... 19,688 (19,688) $0.011 - $0.067 (637)
---------- --------- ----------
Balance at December 31, 1994..... 3,019,688 165,000 $0.067 - $0.067 10,835
Granted........................ (3,438,262) 3,438,262 $0.067 - $0.33 452,185
Canceled....................... 529,387 (529,387) $0.067 - $0.33 (60,508)
---------- --------- ----------
Balance at December 31, 1995..... 110,813 3,073,875 $0.011 - $0.133 402,512
Authorized..................... 2,250,000 -- $-- --
Granted........................ (1,968,249) 1,968,249 $0.80 - $4.00 3,815,834
Exercised...................... -- (26,404) $0.33 - $1.33 (29,241)
Canceled....................... 674,844 (674,844) $0.067 - $4.00 (706,189)
---------- --------- ----------
Balance at March 31, 1996........ 1,067,408 4,340,876 $0.011 - $4.00 $3,482,916
========== ========= ==========
</TABLE>

Deferred Compensation

The Company recorded aggregate compensation of $4,050,400 during the fourth
quarter of 1995 and the first quarter of 1996. The amount recorded represents
the difference between the grant price and the deemed fair value of the
Company's common stock for shares subject to options

F-13
<PAGE> 75

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

granted in 1995 and during the first quarter of 1996. The amortization of
deferred compensation is being charged to operations and is being amortized over
the vesting period of the options, which is typically four years. For 1995 and
the first quarter of 1996, the amortized expenses were $22,900 and $313,650,
respectively.

7. INCOME TAXES

Due to the Company's loss position, there was no provision for income taxes
for any period presented.

The difference between the provision for income taxes and the amount
computed by applying the federal statutory tax rate (34%) to income (loss)
before provision for income taxes is explained below:

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 30, 1993 YEARS ENDED DECEMBER 31,
(INCEPTION) TO -----------------------------
DECEMBER 31, 1993 1994 1995
----------------- --------- -----------
<S> <C> <C> <C>
Income tax (benefit) computed at the
federal statutory rate................. $ (9,240) $(528,495) $(1,076,140)
Losses for which no tax benefit was
recognized............................. 9,240 528,495 1,076,140
----------------- --------- -----------
Provision for income taxes............... $ -- $ -- $ --
================== ========== ============
</TABLE>

As of December 31, 1995, the Company has federal and state net operating
loss carryforwards of approximately $4,000,000 and $600,000, respectively. The
federal net operating loss carryforwards will expire in the years 2008 through
2010, and the state net operating loss carryforwards will expire in the years
1998 through 2000. The Company has federal and state research and
experimentation credits of approximately $30,000 and $18,000, respectively, that
will expire in the years 2008 through 2010. Utilization of the net operating
losses and credits may be subject to a substantial annual limitation due to the
ownership change limitations provided by the Internal Revenue Code of 1986 and
similar state provisions. The annual limitation may result in the expiration of
net operating losses and credits before utilization.

Deferred taxes reflect the net tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Significant components of the
Company's deferred taxes consisted of the following at:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1994 1995
--------- ----------
<S> <C> <C>
Deferred tax assets:
Net operating losses.................................... $ 473,000 $1,382,000
Research credit carryforwards........................... 45,000 42,000
Accrued royalties....................................... 112,000 83,000
Other individually immaterial items..................... 31,000 184,000
--------- -----------
Total deferred tax assets................................. 661,000 1,691,000
Valuation allowance..................................... (661,000) (1,691,000)
--------- -----------
Total net deferred tax assets............................. $ -- $ --
========= ===========
</TABLE>

The change in the valuation allowance was a net increase of approximately
$661,000 and $1,030,000 for the years ended December 31, 1994 and 1995,
respectively.

F-14
<PAGE> 76

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

8. EMPLOYEE BENEFIT PLAN

In January 1996, the Company adopted a plan to provide retirement and
incidental benefits for its eligible employees, known as the Infoseek
Corporation 401(k) Plan. As allowed under Section 401(k) of the Internal Revenue
Code, the plan provides tax-deferred salary deductions for eligible employees.
Participants in the Plan may make salary deferrals of up to 20% of their annual
salary, limited by the maximum dollar amount allowed by the Internal Revenue
Code. The Company, at its discretion, may elect to make contributions to the
Plan on behalf of its eligible participants. The Company has made no such
contributions to date.

9. SUBSEQUENT EVENTS

In April 1996, the Board of Directors approved the filing of a registration
statement by the Company with the SEC covering the proposed sale of shares of
its common stock to the public.

Effective April 1996, the Board of Directors, subject to shareholders'
approval, adopted the 1996 Stock Option/Stock Issuance Plan (the "1996 Plan").
The 1996 Plan is intended to serve as the successor equity incentive stock
issuance program to the Company's Stock Option Plan (the "Predecessor Plan").
Under the 1996 Plan 5,625,000 shares of common stock have been authorized for
issuance. This share reserve consists of (i) the shares which remained available
for issuance under the predecessor plan, including the shares subject to
outstanding options thereunder and the shares otherwise available for future
grant, plus (ii) an additional increase. The 1996 Plan is divided into three
separate components: the Discretionary Option Grant Program under which eligible
individuals may be granted options to purchase shares of common stock at an
exercise price of not less than 85% of their fair market value on the grant
date, the Stock Issuance Program under which eligible individuals may be issued
shares of common stock directly through the purchase of such shares at a price
of not less than 85% of their fair market value at the time of issuance or as a
bonus tied to the performance of services and the Automatic Option Grant Program
under which option grants will automatically be made at periodic intervals to
eligible nonemployee Board members to purchase shares of common stock at an
exercise price equal to 100% of their fair market value on the grant date.

Effective April 1996, the Company's Board of Directors, subject to
shareholders' approval, adopted the 1996 Employee Stock Purchase Plan (the
"Purchase Plan"), which is designed to allow eligible employees of the Company
to purchase shares of common stock at semiannual intervals through their
periodic payroll deductions. A reserve of 187,500 shares of common stock has
been established for the Purchase Plan. The Purchase Plan will be implemented in
a series of successive offering periods, each with a maximum duration of 24
months. Eligible employees can have up to 10% of their base salary deducted to
be used to purchase shares of the common stock on specific dates determined by
the Board of Directors. The price of common stock purchased under the Purchase
Plan will be equal to 85% of the lower of the fair market value of the common
stock on the commencement date of each offering period or the specified purchase
date.

In April 1996, the Company sold 1,048,501 shares of Series E convertible
preferred stock for gross proceeds of $8,388,000. Issuance costs were
approximately $300,000. As part of the offering 375,001 shares of Series E
convertible preferred stock were issued to Kanematsu Corporation ("Kanematsu").
Also, as part of this transaction, the Company entered into a memorandum of
understanding and a marketing alliance agreement with Kanematsu to create a
strategic alliance. Under the terms of this alliance the parties will set up a
Japanese Internet search and retrieval service containing listings of Japanese
Web sites written in Japanese and a Japanese translation of the Infoseek Guide
Directory. The 375,001 shares of Series E convertible preferred stock held by
Kanematsu are redeemable at the request of Kanematsu, upon the termination of
the Marketing

F-15
<PAGE> 77

INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Alliance Agreement as a result of any breach of a material provision by the
Company. The Series E convertible preferred stock held by Kanematsu will be
redeemed by the Company at the fair market value (but not less than $8.00 per
share) at the time of redemption. The redemption terminates upon the conversion
of the Series E convertible preferred stock, if the Company has a initial public
offering with gross proceeds of at least $15,000,000.

In April 1996, the Company licensed certain software technology from HNC
Software Inc. ("HNC"). The Company intends to utilize the software technology to
develop an advertising and audience management system to track individual usage
behavior in order to optimize the matching of advertisements with the
appropriate audience. The software will be modified to the Company's
specifications to integrate it into the Company's advertisement placement
system. This technology will be licensed to the Company for an initial five year
term beginning upon the initial acceptance of the software by the Company.
According to the terms of the agreement the Company will be required to pay HNC
for customization and installation fees, sub-license start-up fees and monthly
license fees. The monthly license fees consist of a fixed fee, which the Company
expects will amount to approximately $180,000 in the aggregate through 1997, and
a royalty fee based on a percentage of certain future related revenues (in order
to maintain the exclusivity of the arrangement, the Company is required to pay
certain annual minimum royalties, which the Company expects will amount to
approximately $60,000 in the aggregate through 1997).

In April 1996, the Company's Board of Directors approved a 3-for-4 reverse
stock split of the Company's preferred and common stock. All outstanding
preferred, common and common equivalent shares in the accompanying financial
statements have been retroactively adjusted to give effect to this reverse stock
split. At the same time, the Board of Directors approved the increase of
authorized common stock to 60,000,000 shares and authorized 5,000,000 shares of
undesignated preferred stock. The Board of Directors has the authority to issue
the undesignated preferred stock in one or more series and to fix the rights,
preferences, privileges, and restrictions thereof, including dividend rights,
conversion, voting rights, terms of redemption, redemption prices, liquidation
preferences, and the number of shares constituting any series or the designation
of such series without further vote or action by the shareholders. No such
shares have been issued to date.

F-16
<PAGE> 78

- ------------------------------------------------------
- ------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 5
The Company........................... 17
Use of Proceeds....................... 17
Dividend Policy....................... 17
Capitalization........................ 18
Dilution.............................. 19
Selected Financial Data............... 20
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 21
Business.............................. 26
Management............................ 41
Certain Transactions.................. 50
Principal Shareholders................ 53
Description of Capital Stock.......... 55
Shares Eligible for Future Sale....... 56
Underwriting.......................... 58
Legal Matters......................... 59
Experts............................... 59
Additional Information................ 59
Index to Financial Statements......... F-1
Report of Independent Accountants..... F-2
</TABLE>

---------------------

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

- ------------------------------------------------------
- ------------------------------------------------------
------------------------------------------------------
------------------------------------------------------

3,000,000 SHARES

LOGO

COMMON STOCK

---------------------
PROSPECTUS
---------------------
ALEX. BROWN & SONS
INCORPORATED

MERRILL LYNCH & CO.
, 1996
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 79

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee and the NASD filing fees.

<TABLE>
<S> <C>
SEC Registration fee..................................................... $ 14,276
NASD fee................................................................. 4,640
Nasdaq National Market listing fee....................................... *
Printing and engraving................................................... 150,000
Legal fees and expenses of the Company................................... 250,000
Accounting fees and expenses............................................. 150,000
Blue sky fees and expenses............................................... 10,000
Transfer agent fees...................................................... 5,000
Directors and officers insurance......................................... 150,000
Miscellaneous............................................................ *
--------
Total.......................................................... $850,000
=========
</TABLE>

- ---------------
* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has adopted provisions in its Amended and Restated Articles of
Incorporation that limit the liability of directors in certain instances. As
permitted by the California General Corporation Law, directors will not be
liable to the Company for monetary damages arising from a breach of their
fiduciary duty as directors in certain circumstances. See Item 17 of this
Registration Statement regarding the opinion of the Securities and Exchange
Commission as to indemnification for liabilities arising under the Securities
Act of 1933, as amended ("the Act"). Such limitation does not affect liability
for any breach of a director's duty to the Company or its shareholders (i) with
respect to approval by the director of any transaction from which he derives an
improper personal benefit, (ii) with respect to acts or omissions involving an
absence of good faith, that he believes to be contrary to the best interests of
the Company or its shareholders, that involve intentional misconduct or a
knowing and culpable violation of law, that constitute an unexcused pattern of
inattention that amounts to an abdication of his duty to the Company or its
shareholders, or that show a reckless disregard for his duty to the Company or
its shareholders in circumstances in which he was, or should have been, aware,
in the ordinary course of performing his duties, of a risk of serious injury to
the Company or its shareholders, or (iii) based on transactions between the
Company and its directors or another corporation with interrelated directors or
on improper distributions, loans or guarantees under applicable sections of the
California General Corporation Law. Such limitation of liability also does not
affect the availability of equitable remedies such as injunctive relief or
rescission, although in certain circumstances equitable relief may not be
available as a practical matter. The limitation may relieve the directors of
monetary liability to the Company for grossly negligent conduct, including
conduct in situations involving attempted takeovers of the Company. No claim or
litigation is currently pending against the Company's directors that would be
affected by the limitation of liability.

The Company's Amended and Restated Articles of Incorporation and Bylaws
provide that the Company shall indemnify its directors and may indemnify its
officers to the full extent permitted by California law, including circumstances
in which indemnification is otherwise discretionary under California law. The
Company has entered into separate indemnification agreements with its directors

II-1
<PAGE> 80

and officers, which may require the Company, among other things, to indemnify
them against certain liabilities that may arise by reason of their status or
service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature), and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified. To
the extent the Company may be required to make substantial payments under the
indemnification agreements that are not covered by insurance, the Company's
available cash and shareholder's equity would be adversely affected.

Reference is made to the form of the Underwriting Agreement filed as
Exhibit 1.1 to this Registration Statement for certain provisions regarding the
indemnification of officers and directors of the Company by the several
Underwriters.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

(a) Since August 30, 1993 (date of inception), the Company has issued and
sold the following securities (as adjusted to reflect a 3-for-4 reverse stock
split to be effected prior to the effectiveness of this Registration Statement):

1. The Company issued and sold 3,445,624 shares (net of repurchases)
of its Common Stock to founders for an aggregate purchase price of
$35,206.25 pursuant to the Founders Agreement dated February 1, 1994, as
amended on June 30, 1994 (Exhibit 10.13).

2. The Company issued and sold 498,714 shares (net of repurchases) of
its Common Stock to employees for an aggregate purchase price of
$314,840.95 pursuant to direct issuances and the exercise of options under
its Stock Option Plan (Exhibit 10.1).

3. On February 25, 1994, March 18, 1994, and July 22, 1994, the
Company issued and sold an aggregate of 7,385,864 shares of Series A
Preferred Stock for an aggregate purchase price of $984,781.60.

4. On June 30, 1994 and August 24, 1994, the Company issued and sold
an aggregate of 2,594,416 shares of Series B Preferred Stock for an
aggregate price of $1,176,134.80.

5. On May 4, 1995 and June 30, 1995, the Company issued and sold
5,600,014 shares of Series C Preferred Stock for an aggregate price of
$4,480,005.60

6. The Company has not issued and sold any shares of Series D
Preferred Stock.

7. On March 29, 1996, April 12, 1996 and April 19, 1996, the Company
issued and sold an aggregate of 2,267,251 shares of Series E Preferred
Stock for an aggregate purchase price of $18,137,964 to several investors.

The issuances described in Item 15(a)(1) were deemed exempt from
registration under the Securities Act in reliance upon Rule 701 promulgated
under the Securities Act. The issuances of the securities described in items
15(a)(2) through 15(a)(7) were deemed to be exempt from registration under the
Act in reliance on Section 4(2) of the Act as transactions by an issuer not
involving any public offering. In addition, the recipients of securities in each
such transaction represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates issued in such transactions. All recipients had adequate access,
through their relationships with the Company, to information about the Company.

II-2
<PAGE> 81

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<S> <C>
1.1* Form of Underwriting Agreement (preliminary form).
3.1* Articles of Incorporation of the Registrant, as amended to date.
3.2* Form of Amended and Restated Articles of Incorporation of the Registrant to be
filed prior to the closing of the Offering made pursuant to this Registration
Statement.
3.3* Form of Amended and Restated Articles of Incorporation of the Registrant to be
filed after the closing of the Offering made pursuant to this Registration
Statement.
3.4* Bylaws of the Registrant, as amended.
3.5* Form of Bylaws of the Registrant to be effective upon the effectiveness of this
Registration Statement.
4.1* Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5.
4.2** Specimen Common Stock certificate.
4.3* Third Amended and Restated Investors' Rights Agreement dated April 19, 1996 among
the Registrant and the investors and founders named therein.
4.4* Warrant Agreement between the Registrant and Venture Lending and Leasing, Inc.
dated as of October 7, 1995.
5.1* Opinion of Brobeck, Phleger & Harrison LLP.
10.1* Infoseek Corporation Stock Option Plan, as amended on March 20, 1996, subject to
qualification by the State of California.
10.2* Infoseek Corporation 1996 Stock Option/Stock Issuance Plan.
10.3* Infoseek Corporation Employee Stock Purchase Plan.
10.4* Form of Offer Letter among the Registrant and its officers.
10.5* Form of Indemnification Agreement entered into between the Registrant and its
directors and officers.
10.6* Series A Preferred Stock Purchase Agreement dated February 25, 1994 among the
Registrant and the investors named therein, as amended March 3, 1994.
10.7* Series A Preferred Stock Supplemental Purchase Agreement dated July 22, 1994
between the Registrant and the Applied Computing Systems Institute of
Massachusetts, Inc.
10.8* Series B Preferred Stock Purchase Agreement dated June 30, 1994 among the
Registrant and the investors named therein, as amended July 7, 1994.
10.9* Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the
Registrant and the investors named therein, as amended June 30, 1995.
10.10* Third Amended and Restated Agreement regarding co-sale dated April 19, 1996 among
the Registrant and the investors and founders named therein.
10.11* Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among the
founder and the investors named therein.
10.12* Amended and Restated Put Option Agreement dated May 4, 1995 among the Registrant
and the investors named therein.
10.13* Founders Agreement dated February 1, 1994 among the Registrant and the founders
named therein, as amended June 30, 1994.
10.14* Series E Preferred Stock Purchase Agreement dated March 29, 1996 among the
Registrant and the investors named therein.
</TABLE>

<TABLE>
<S> <C>
10.15* Stock Purchase Agreements dated January 24, 1996 between the Registrant and
Robert E.L. Johnson III.
10.16* Employee Stock Purchase Agreement dated January 30, 1996 between the Registrant
and Robert E.L. Johnson III.
10.17* Employee Stock Purchase Agreement dated March 28, 1996 between the Registrant and
Leonard J. LeBlanc.
10.18* Employee Stock Purchase Agreement dated March 9, 1996 between the Registrant and
John Nauman.
10.19* Employee Stock Purchase Agreement dated March 9, 1996 between the Registrant and
Craig Forman.
10.20* Lease Agreements dated December 13, 1993, November 7, 1995, January 8, 1996 and
January 10, 1996 between the Registrant and Spieker Properties, L.P.
10.21* Standard Office Sublease dated May 30, 1995 between the Registrant and Innovative
Information Systems, Inc.
</TABLE>

II-3
<PAGE> 82

<TABLE>
<S> <C>
10.22* Standard Form of Office Lease dated April 1996 the Registrant and Richfield
Investment Company.
10.23* Software Development and Licensing Master Agreement dated July 8, 1994, as
amended on February 13, 1995 and April 24, 1995 between the Registrant and
Applied Computing Systems Institute of Massachusetts, Inc.
10.24* Software License Agreement between the Registrant and ADB Inc. dated December 22,
1995, as amended April 19, 1996.
10.25* Internet Services and Products Master Agreement dated May 22, 1995 between the
Registrant and BBN Planet Corporation.
10.26*+ Internet Search Service Access Agreement dated August 23, 1995 between the
Registrant and Microsoft Corporation, as amended on December 18, 1995.
10.27*+ Internet Search Service Access Agreement between the Registrant and NETCOM Online
Communication Services, Inc. dated October 13, 1995, as amended on March 20,
1996.
10.28* Net Search Program -- Premier Provider Agreement between the Registrant and Net-
scape Communications Corporation dated March 22, 1996, as amended on that date.
10.29*+ Agreement between the Registrant and NetManage, Inc. dated November 29, 1995.
10.30*+ Software License and Distribution Agreement between the Registrant and Personal
Library Software, Inc. dated June 17, 1994.
10.31*+ XSoft/Infoseek Software Distribution and License Agreement -- Lexicons, dated
March 31, 1996 between the Registrant and XSoft, a division of XEROX Corporation.
10.32* Customer Support Program Agreement for Infoseek among the Registrant and SunSer-
vice Corporation dated January 1, 1996.
10.33* Purchase Orders dated March 21, 1996, February 1, 1996, December 1, 1995, Octo-
ber 25, 1995, October 6, 1995 between the Registrant and Sun Microsystems, Inc.
10.34* Form Consulting Services Agreement among the Registrant and its consultants.
10.35*+ Letter of Agreement dated April 2, 1996 between the Registrant and HNC Software
Inc.
10.36* Agreement in Principal dated March 21, 1996 between the Registrant and HNC
Software Inc.
10.37* Joint Marketing Agreement dated effective April 15, 1996 between the Registrant
and Sun Microsystems Inc.
10.38*+ Online Service Agreement dated February 28, 1995 between the Registrant and
Reuters NewMedia, Inc., as amended January 4, 1996 and April 19, 1996.
10.39* Redemption Agreement dated March 29, 1996 between the Registrant and NYNEX
Information Technologies Company.
10.40* Redemption Agreement dated April 12, 1996 among the Registrant and Kanematsu
Corporation, Kanematsu USA, Inc. and Kanematsu Computer Systems, Inc.
10.41+ Infoseek Corporation Advertising Agreement dated May 7, 1996 to be effective as
of January 1, 1996 between the Registrant and Margeotes-Fertitta Partners, Inc.
10.42*+ Infoseek/NYNEX Agreement dated March 29, 1996 between the Registrant and NYNEX
Information Technologies Company.
10.43*+ Software License Agreement dated March 29. 1996 between the Registrant and NYNEX
Information Technologies Company.
10.44* Out-of-Area Plan Master Group Policy dated January 1, 1996 between the Registrant
and Lifeguard Life Insurance Company.
10.45* Infoseek Impressions Agreement -- Ad Exchange between the Registrant and Free-
Loader, Inc. dated March 8, 1996.
10.46*+ Agreement between the Registrant and Verity, Inc. dated March 31, 1996.
10.47* Cooperation Agreement between the Registrant and Quarterdeck Corporation dated
April 2, 1996.
10.48*+ Memorandum of Understanding between the Registrant and Kanematsu Corporation
dated March 30, 1996.
10.49*+ Marketing Alliance Agreement between the Registrant and Kanematsu Corporation
dated April 11, 1996.
10.50*+ Relationship Agreement between the Registrant and Reuters NewMedia Inc. dated
April 19, 1996.
10.51*+ Memorandum of Understanding between the Registrant and IDG Communications Inc.
dated April 22, 1996.
</TABLE>

II-4
<PAGE> 83

<TABLE>
<S> <C>
10.52* Loan Agreements between the Registrant and Venture Lending & Leasing, Inc. dated
October 5, 1995 and February 9, 1996 and related Notes (Note No. 42-002 dated
March 28, 1996; Note No. 42-001 dated February 29, 1996; Note No. 27-002 dated
November 30, 1995 and Note No. 27-001 dated October 11, 1995) between the
Registrant and Venture Lending & Leasing, Inc.
10.53*+ License and Software Distribution Agreement between the Registrant and HNC
Software Inc. dated April 25, 1996.
10.54*+ Amendment No. 3 to Software Development and Licensing Master Agreement between
the Registrant and Applied Computing Systems Institute of Massachusetts, Inc.
dated March 18, 1996.
10.55 First Amendment to Series A Preferred Stock Supplemental Purchase Agreement dated
March 18, 1996 between the Registrant and the Applied Computing Systems Institute
of Massachusetts, Inc.
11.1 * Computation of Earnings/(Loss) Per Share.
23.1* Consent of Ernst & Young LLP, Independent Auditors (see page II-7)
23.2 * Consent of Counsel. Reference is made to Exhibit 5.1.
24.1 * Power of Attorney
</TABLE>

- ---------------
* Previously filed.

** To be supplied by amendment.

+ Confidential treatment requested as to certain portions of these exhibits.

(B) FINANCIAL STATEMENT SCHEDULES

Schedule II Valuation and Qualifying Accounts

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.

ITEM 17. UNDERTAKINGS

The Company hereby undertakes to provide to the Underwriters at the closing
specified in the Underwriting Agreement, certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the California Corporation Law, the Articles of Incorporation or the
Bylaws of the Company, Indemnification Agreements entered into between the
Company and its officers and directors, the Underwriting Agreement, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The Company hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 84

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Palo
Alto, State of California, on this 10th day of May, 1996.

INFOSEEK CORPORATION

By: /s/ ROBERT E. L. JOHNSON, III

------------------------------------
Robert E. L. Johnson, III
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- -----------------
<C> <S> <C>
/S/ ROBERT E. L. JOHNSON, III President, Chief Executive May 10, 1996
- ------------------------------------- Officer, and Director (Principal
(Robert E. L. Johnson, III) Executive Officer)
/S/ LEONARD J. LEBLANC Executive Vice President, Finance, May 10, 1996
- ------------------------------------- Chief Financial Officer and
(Leonard J. LeBlanc) Assistant Secretary (Principal
Financial and Accounting
Officer)
STEVEN T. KIRSCH* Director May 10, 1996
- -------------------------------------
(Steven T. Kirsch)
H. DUBOSE MONTGOMERY* Director May 10, 1996
- -------------------------------------
(H. DuBose Montgomery)
OLIVER D. CURME* Director May 10, 1996
- -------------------------------------
(Oliver D. Curme)
JOHN E. ZEISLER* Director May 10, 1996
- -------------------------------------
(John E. Zeisler)
MATTHEW J. STOVER* Director May 10, 1996
- -------------------------------------
(Matthew J. Stover)
*By: /s/ LEONARD J. LEBLANC
- -------------------------------------
Leonard J. LeBlanc
Attorney-in-fact
</TABLE>

II-6
<PAGE> 85

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Selected
Financial Data" and "Experts" and to the use of our report dated February 27,
1996 (except as to Note 9, as to which the date is May , 1996) in Amendment
No. 1 to the Registration Statement (Form S-1) and related Prospectus of
Infoseek Corporation for the registration of 3,450,000 shares of common stock.

Our audits also included the financial statement schedule of Infoseek
Corporation listed on Item 16(b). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP

San Jose, California
May , 1996

- --------------------------------------------------------------------------------

The foregoing report is in the form that will be signed upon the completion
of the 3 for 4 reverse stock split described in Note 9 to the financial
statements.

/s/ ERNST & YOUNG LLP

San Jose, California
May 1, 1996

II-7
<PAGE> 86

SCHEDULE II

INFOSEEK CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE
--------------------------------------------------
ADDITIONS
BALANCE AT CHANGED TO BALANCE AT
BEGINNING COSTS AND DEDUCTIONS- END OF
OF PERIOD EXPENSES WRITE-OFFS PERIOD
------------------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Period from August 30, 1993
through December 31, 1993....... $ $ $ $
------- ------- --- -------
Year ended December 31, 1994...... -- -- -- --
Year Ended December 31, 1995...... -- 41,500 -- 41,500
Three months ended March 31,
1996 (unaudited)............. 41,500 7,887 -- 49,387
</TABLE>

S-1
<PAGE> 87

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------- --------------------------------------------------------------------------
<C> <S> <C>
1.1* Form of Underwriting Agreement (preliminary form).........................
3.1* Articles of Incorporation of the Registrant, as amended to date...........
3.2* Form of Amended and Restated Articles of Incorporation of the Registrant
to be filed prior to the closing of the Offering made pursuant to this
Registration Statement....................................................
3.3* Form of Amended and Restated Articles of Incorporation of the Registrant
to be filed after the closing of the Offering made pursuant to this
Registration Statement....................................................
3.4* Bylaws of the Registrant, as amended......................................
3.5* Form of Bylaws of the Registrant to be effective upon the effectiveness of
this Registration Statement...............................................
4.1* Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5..................
4.2** Specimen Common Stock certificate.........................................
4.3* Third Amended and Restated Investors' Rights Agreement dated April 19,
1996 among the Registrant and the investors and founders named therein....
4.4* Warrant Agreement between the Registrant and Venture Lending and Leasing,
Inc. dated as of October 7, 1995..........................................
5.1* Opinion of Brobeck, Phleger & Harrison LLP................................
10.1* Infoseek Corporation Stock Option Plan, as amended on March 20, 1996,
subject to qualification by the State of California.......................
10.2* Infoseek Corporation 1996 Stock Option/Stock Issuance Plan................
10.3* Infoseek Corporation Employee Stock Purchase Plan.........................
10.4* Form of Offer Letter among the Registrant and its officers................
10.5* Form of Indemnification Agreement entered into between the Registrant and
its directors and officers................................................
10.6* Series A Preferred Stock Purchase Agreement dated February 25, 1994 among
the Registrant and the investors named therein, as amended March 3,
1994......................................................................
10.7* Series A Preferred Stock Supplemental Purchase Agreement dated July 22,
1994 between the Registrant and the Applied Computing Systems Institute of
Massachusetts, Inc. ......................................................
10.8* Series B Preferred Stock Purchase Agreement dated June 30, 1994 among the
Registrant and the investors named therein, as amended July 7, 1994.......
10.9* Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the
Registrant and the investors named therein, as amended June 30, 1995......
10.10* Third Amended and Restated Agreement regarding co-sale dated April 19,
1996 among the Registrant and the investors and founders named therein....
10.11* Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among
the founder and the investors named therein...............................
10.12* Amended and Restated Put Option Agreement dated May 4, 1995 among the
Registrant and the investors named therein................................
10.13* Founders Agreement dated February 1, 1994 among the Registrant and the
founders named therein, as amended June 30, 1994..........................
10.14* Series E Preferred Stock Purchase Agreement dated March 29, 1996 among the
Registrant and the investors named therein................................
</TABLE>

<TABLE>
<C> <S> <C>
10.15* Stock Purchase Agreements dated January 24, 1996 between the Registrant
and Robert E.L. Johnson III...............................................
10.16* Employee Stock Purchase Agreement dated January 30, 1996 between the
Registrant and Robert E.L. Johnson III....................................
</TABLE>
<PAGE> 88

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------- --------------------------------------------------------------------------
<C> <S> <C>
10.17* Employee Stock Purchase Agreement dated March 28, 1996 between the
Registrant and Leonard J. LeBlanc.........................................
10.18* Employee Stock Purchase Agreement dated March 9, 1996 between the
Registrant and John Nauman................................................
10.19* Employee Stock Purchase Agreement dated March 9, 1996 between the
Registrant and Craig Forman...............................................
10.20* Lease Agreements dated December 13, 1993, November 7, 1995, January 8,
1996 and January 10, 1996 between the Registrant and Spieker Properties,
L.P. .....................................................................
10.21* Standard Office Sublease dated May 30, 1995 between the Registrant and
Innovative Information Systems, Inc. .....................................
10.22* Standard Form of Office Lease dated April 1996 the Registrant and
Richfield Investment Company..............................................
10.23* Software Development and Licensing Master Agreement dated July 8, 1994, as
amended on February 13, 1995 and April 24, 1995 between the Registrant and
Applied Computing Systems Institute of Massachusetts, Inc. ...............
10.24* Software License Agreement between the Registrant and ADB Inc. dated
December 22, 1995, as amended April 19, 1996..............................
10.25* Internet Services and Products Master Agreement dated May 22, 1995 between
the Registrant and BBN Planet Corporation.................................
10.26*+ Internet Search Service Access Agreement dated August 23, 1995 between the
Registrant and Microsoft Corporation, as amended on December 18, 1995.....
10.27*+ Internet Search Service Access Agreement between the Registrant and NETCOM
Online Communication Services, Inc. dated October 13, 1995, as amended on
March 20, 1996............................................................
10.28* Net Search Program -- Premier Provider Agreement between the Registrant
and Netscape Communications Corporation dated March 22, 1996, as amended
on that date..............................................................
10.29*+ Agreement between the Registrant and NetManage, Inc. dated November 29,
1995......................................................................
10.30*+ Software License and Distribution Agreement between the Registrant and
Personal Library Software, Inc. dated June 17, 1994.......................
10.31*+ XSoft/Infoseek Software Distribution and License Agreement -- Lexicons,
dated March 31, 1996 between the Registrant and XSoft, a division of XEROX
Corporation...............................................................
10.32* Customer Support Program Agreement for Infoseek among the Registrant and
SunService Corporation dated January 1, 1996..............................
10.33* Purchase Orders dated March 21, 1996, February 1, 1996, December 1, 1995,
October 25, 1995, October 6, 1995 between the Registrant and Sun
Microsystems, Inc. .......................................................
10.34* Form Consulting Services Agreement among the Registrant and its
consultants...............................................................
10.35*+ Letter of Agreement dated April 2, 1996 between the Registrant and HNC
Software Inc.
10.36* Agreement in Principal dated March 21, 1996 between the Registrant and HNC
Software Inc. ............................................................
10.37* Joint Marketing Agreement dated effective April 15, 1996 between the
Registrant and Sun Microsystems Inc. .....................................
10.38*+ Online Service Agreement dated February 28, 1995 between the Registrant
and Reuters NewMedia, Inc., as amended January 4, 1996 and April 19,
1996......................................................................
10.39* Redemption Agreement dated March 29, 1996 between the Registrant and NYNEX
Information Technologies Company.
</TABLE>
<PAGE> 89

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------- --------------------------------------------------------------------------
<C> <S> <C>
10.40* Redemption Agreement dated April 12, 1996 among the Registrant and
Kanematsu Corporation, Kanematsu USA, Inc. and Kanematsu Computer Systems,
Inc. .....................................................................
10.41+ Infoseek Corporation Advertising Agreement dated May 7, 1996 to be
effective as of January 1, 1996 between the Registrant and
Margeotes-Fertitta Partners, Inc. ........................................
10.42*+ Infoseek/NYNEX Agreement dated March 29, 1996 between the Registrant and
NYNEX Information Technologies Company....................................
10.43*+ Software License Agreement dated March 29. 1996 between the Registrant and
NYNEX Information Technologies Company....................................
10.44* Out-of-Area Plan Master Group Policy dated January 1, 1996 between the
Registrant and Lifeguard Life Insurance Company...........................
10.45* Infoseek Impressions Agreement -- Ad Exchange between the Registrant and
FreeLoader, Inc. dated March 8, 1996......................................
10.46*+ Agreement between the Registrant and Verity, Inc. dated March 31, 1996....
10.47* Cooperation Agreement between the Registrant and Quarterdeck Corporation
dated April 2, 1996.......................................................
10.48*+ Memorandum of Understanding between the Registrant and Kanematsu
Corporation dated March 30, 1996..........................................
10.49*+ Marketing Alliance Agreement between the Registrant and Kanematsu
Corporation dated April 11, 1996..........................................
10.50*+ Relationship Agreement between the Registrant and Reuters NewMedia Inc.
dated April 19, 1996......................................................
10.51*+ Memorandum of Understanding between the Registrant and IDG Communications
Inc. dated April 22, 1996.................................................
10.52* Loan Agreements between the Registrant and Venture Lending & Leasing, Inc.
dated October 5, 1995 and February 9, 1996 and related Notes (Note No.
42-002 dated March 28, 1996; Note No. 42-001 dated February 29, 1996; Note
No. 27-002 dated November 30, 1995 and Note No. 27-001 dated October 11,
1995) between the Registrant and Venture Lending & Leasing, Inc. .........
10.53*+ License and Software Distribution Agreement between the Registrant and HNC
Software Inc. dated April 25, 1996........................................
10.54*+ Amendment No. 3 to Software Development and Licensing Master Agreement
between the Registrant and Applied Computing Systems Institute of
Massachusetts, Inc. dated March 18, 1996..................................
10.55 First Amendment to Series A Preferred Stock Supplemental Purchase
Agreement dated March 18, 1996 between the Registrant and the Applied
Comuting Systems Institute of Massachusetts, Inc.
11.1 * Computation of Earnings/(Loss) Per Share..................................
23.1 * Consent of Ernst & Young LLP, Independent Auditors (see page II-7)........
23.2 * Consent of Counsel. Reference is made to Exhibit 5.1......................
24.1 * Power of Attorney.........................................................
</TABLE>

- ---------------

* Previously filed.

** To be supplied by amendment.

+ Confidential treatment requested as to certain portions of these exhibits.

<PAGE> 1
EXHIBIT 10.41

INFOSEEK CORPORATION ADVERTISING AGREEMENT

AGREEMENT made as of January 1, 1996 by and between MARGEOTES|FERTITTA +
PARTNERS INC, (hereinafter called the "Agency") whose address is 411 LAFAYETTE
STREET, NEW YORK, NY 10003 and Infoseek Corporation (hereinafter called
"Infoseek") whose address is 2620 Augustine Drive, Suite 250, Santa Clara, CA
95054.

WITNESSETH:

In consideration of the mutual promises, covenants, and agreements contained,
and other good and valuable considerations, receipt of which is hereby
acknowledged by each party, the parties agree as follows:

1. APPOINTMENT

1.1 Agency Services. Infoseek hereby retains the Agency on a
non-exclusive basis in the United States, and the Agency
hereby agrees to serve Infoseek, in connection with the
preparation of advertisements for such of Infoseek's products
and services as it may from time to time designate and for
placement in such advertising media as it may from time to
time designate including newspapers, magazines, radio and
television broadcasting, outdoor advertising, and other
legitimate advertising media.

1.2 Agency Status. Agency is hereby authorized to act in a legal
capacity of agent for Infoseek in the procurement of tangible
personal property on behalf of Infoseek from outside sources
in furtherance of a program of advertising. Concerning such
purposes, the price billed to Infoseek, exclusive of any
agency compensation or prompt payment discount separately
stated, shall be the same as the amount paid by Agency and
shall be shown separately on an invoice or shall be separately
invoiced. It is the intent of this paragraph to comply with
the prerequisites for establishing Agency's "agent" status as
set forth in Regulation 1540 of the Board of Equalization,
Department of Business Taxes, State of California, if
applicable. If and when any governmental agency at any time
assesses any taxes whatsoever (whether during or after the
term of this Agreement) regarding the sale or transfer of
personal property by Agency to Infoseek (or any additional or
substituted real or personal property tax) Infoseek agrees to
pay such additional tax upon demand.

2. DUTIES OF AGENCY

In execution of Infoseek's advertising the Agency shall perform
the following duties and Infoseek will cooperate to its best ability:

2.1 Study the products/services of Infoseek covered by this
Agreement, the market for its products/services, and
Infoseek's competition and formulate an advertising strategy
for Infoseek.

2.2 When requested by Infoseek, prepare preliminary plans for the
proper advertising of the products/services which will be
designed to make the best possible use of the appropriation
deemed necessary or the appropriation made available by
Infoseek.

2.3 Prepare cost schedules for advertising expenditures and other
related costs.

2.4 Prepare layouts and, when requested, finished comprehensive
layouts; and prepare all actual copy to be used in
advertisements of all types.

2.5 Exercise its best efforts to purchase at the most favorable
rates artwork of the quality required by Infoseek, engravings,
printed matter, and other collateral materials, from artists,
designers, photographers, engravers, printers and others.

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<PAGE> 2
2.6 Contract on behalf of and as directed by Infoseek with
advertising media and others for and in connection with the
advertising of Infoseek and exercise its best effort to do so
at the most advantageous rates obtainable.

2.7 Check the insertion of advertisements in publications for
appearance, date, positions, size, and mechanical reproduction.

2.8 Check by the examination of affidavits furnished by stations
the broadcast of radio and television advertising for time,
accuracy, extent, and other related factors.

2.9 Check the display of outdoor advertising for date of
appearance, positions, site, workmanship, and mechanical
reproduction.

2.10 Retain custody of Infoseek's property and exercise its best
efforts when deemed necessary by Infoseek or Agency to obtain
its return from third parties.

2.11 Undertake any other activities as may be mutually agreed upon.

3. APPROVAL BEFORE COMMITMENTS BY AGENCY

3.1 The Agency shall in no event place any advertisement of
Infoseek in any advertising medium without first submitting
the text and designs therefor to Infoseek and obtaining
Infoseek's approval thereof. Such approval may be granted only
by Infoseek's Director of Marketing or a designee specified in
writing by the director and may be made in writing or orally.

3.2 Before incurring liability for artwork, mechanical layouts,
and/or printed matter, the Agency shall first secure approval
of text and designs in accordance with Paragraph 3.1 above,
which approval shall constitute approval for the Agency to
purchase such artwork, mechanical layouts and/or printed
matter necessary for the advertisement in which the approved
text and designs are to be used.

3.3 Agency will make all reasonable efforts to guard against any
loss to Infoseek through failure of any supplier or agent to
properly execute their commitments, but Agency shall not be
held responsible for any such failures. Agency agrees that in
purchasing materials of services for Infoseek's account,
Agency shall exercise due care in selecting suppliers and make
every effort to obtain the lowest price for the desired
quality of materials or services. Wherever possible, Agency
shall obtain competitive bids. In no event shall Agency
purchase any materials or services from any supplier which is
a subsidiary or affiliated company of Infoseek or which is
known to Agency to be owned or controlled by any of the
directors or officers of Agency without making full disclosure
to Infoseek of any such relationship.

4. CHARGES TO INFOSEEK; SPACE AND TIME

4.1 Where an agency commission of [ ]* is
allowed by the medium, Infoseek agrees to pay the Agency at
rates contracted with medium based on published rate cards, or
as negotiated, whichever rate is more advantageous to
Infoseek, where less than [ ]* commission
is allowed, Infoseek agrees to pay the Agency at contracted
rates plus an amount which will yield the Agency [ ]*
of its total charge to Infoseek, inclusive of commission, i.e.
[ ]* of the gross billing for medium.
__________________________________

*Confidential Treatment Requested for Redacted Portion.

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<PAGE> 3

Agency shall be paid for its commissions, overrides and fees
as follows:

The first [ ]*
(to the extent Infoseek shall have received invoices
therefor on or before [ ]* will be paid
in stock, as defined below.

All subsequent payments will be made in cash, unless
otherwise agreed to by Agency and Infoseek in writing
in advance of the rendering of Agency's services.

All stock payments will be made in the same class and series
of stock at the purchase price paid by NYNEX Information
Technologies Company ("NYNEX") on March 29, 1996. Infoseek
represents that the Agency will have identical rights on a per
share basis as NYNEX-piggybacked and other rights, including,
but not limited to, registration rights, liquidity, dividends,
and anti-dilution protection. In this regard Agency will
become a signatory to the following:

o Second Amended and Restated Co-Sale Agreement,
as amended

o Second Amended and Restated Investor Rights Agreement,
as amended

o Infoseek Corporation Series E Stock Purchase Agreement.

All shares earned by Agency will be immediately vested and
issued to Agency on or before the due date of invoices
rendered to Infoseek by Agency.

Agency shall be free to sell, pledge, hypothecate or otherwise
dispose of the stock pursuant to the aforementioned agreements.

4.2 If, in an advertising medium having a schedule of graduated
rates, less space or time than contracted for is used,
Infoseek is to pay the Agency the difference, if any, between
the amount due at the rate named in the contract between the
Agency and the medium, and the amount due at the rate
applicable to the quantity of space or time used in connection
with Infoseek's advertising or a negotiated amount, whichever
is more advantageous to Infoseek.

4.3 If, in a medium having a schedule of graduated rates, more
space and time than contracted for is used, the Agency shall
refund to Infoseek any excess Infoseek may have paid the
Agency over the amount due at the rate earned.

4.4 The Agency shall refund or credit to Infoseek any other
refunds or commission in excess of those stated in this
Paragraph 4 received by the Agency in connection with
advertising space, radio or television time, or materials for
which Infoseek had paid the Agency.

___________________________________

*Confidential Treatment Requested for Redacted Portion.

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<PAGE> 4

5. CHARGES TO INFOSEEK, OTHER THAN FOR SPACE AND TIME

5.1 Outside Supplier Cost. For all services and materials listed
below (other than for space, or radio and television time)
purchased by the Agency upon the authorization of Infoseek,
Infoseek shall pay to the Agency an amount equal to the charge
to the Agency before deduction of cash discount [ ]*
commission, no commission is to be paid on sales or use taxes.
The following items are to be billed on this basis:

a. Illustration, design, artwork, comprehensive layouts,
and mechanical.
b. Engraving, typography, photography,
and other materials.
c. Printed matter.
d. Special writers.
e. Radio and television talent and programs or package
shows, radio, television and other script or
treatments, musical arrangements and program and
commercial production.
f. Surveys contracted for with independent research
organizations or individuals.

5.2 Account Management Time. For the services and materials listed
below, furnished by the Agency and which have been authorized
by Infoseek (as distinguished from services and materials
bought outside the rates in effect at the time the work is
performed, including work performed prior to execution of this
Agreement. Agency's hourly rates are published and current
Agency rate card is considered apart of this Agreement by
reference. Infoseek reserves the right to be informed of any
change in rates whenever they occur, and prior to their effect
on services rendered. Services included:

a. Finished artwork, comprehensive layouts, and
mechanicals.

b. Publicity and public relations work.

c. Special research authorized by Infoseek.

d. Sales and service materials.

e. Preparation of cooperative advertising.

f. Special sales promotion and merchandising work.

g. Other services as may be approved by Infoseek in
writing in advance.

h. Supervisory and administrative services rendered by
the Agency in connection with advertising, printed
matter, counter displays, collateral materials, and
the like, and for services rendered by the Agency in
the preparation of copy and layout for such items
Infoseek shall pay to the Agency such amount as is
agreed upon by the Agency and Infoseek.

5.3 Reimbursed Expenditures. Upon the Agency performing the
services listed below, Infoseek agrees to reimburse the Agency
for such cash disbursements as the Agency may make in
connection with them and such additional expenditures as may
be approved by Infoseek in advance in writing:

___________________________________

*Confidential Treatment Requested for Redacted Portion.

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<PAGE> 5

a. Forwarding and mailing to persons other than Infoseek
(including packing, postage, express, taxes, import
duties).
b. Long distance telephone and facsimile expenses on
Infoseek's behalf beyond normal Agency-Infoseek
communications.
c. Taxes incurred on Infoseek's behalf.
d. Upon prior approval from Infoseek, traveling expenses
incurred on Infoseek's behalf beyond normal
Agency-Infoseek requirements.
e. Other services as may be approved by Infoseek from
time to time in writing in advance.

6. BILLINGS TO INFOSEEK

6.1 Infoseek agrees to pay the Agency's invoices on or before
payment dates stated thereon. The Agency agrees that such
payment dates will not precede, by more than Five (5) days,
the date on which the Agency must pay media. The Agency will
mail invoices at least Forty-five (45) days before payment
date.

6.2 Invoices submitted by the Agency to Infoseek covering
expenditures or commitments made by the Agency on Infoseek's
behalf shall be accompanied by tear sheets (if such
expenditures or commitments are for printed advertisements) or
by affidavits of performance (if such expenditures or
commitments are for broadcast advertisements) or by copies of
subcontractors' invoices (if such expenditures are for
production services). If tear sheets or affidavits are not
available when the invoices are submitted, the Agency shall
forward the tear sheet as soon thereafter as possible with
reference to the invoice numbers to which they relate. Such
delay in the submission of tear sheets or affidavits shall not
constitute cause for delay of payment. Invoices for expenses
incurred under Paragraphs 5.2 and 5.3 hereof shall itemize
such expenses.

6.3 Invoices submitted by the Agency to Infoseek covering services
rendered by the Agency on a time basis will represent the
precise amount of time spent by the Agency on each job. All
time charges shall be supported by accurate time records
maintained by the Agency on a per job basis and shall be
available for inspection by Infoseek under Paragraph 12
hereof.

7. CASH DISCOUNTS

The exact amount of any cash discount allowed to the Agency by media
for early payment will be allowed to Infoseek provided that payment is
made to the Agency in accordance with the cash discount terms stated
on the Agency's invoices. No other cash discounts shall be allowed to
Infoseek, unless otherwise agreed upon writing.

8. PROOF OF PAYMENT

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<PAGE> 6

The Agency shall have available proof of payment to media and other
third parties in respect to all work and/or services rendered for or
on behalf of Infoseek. Such proof shall be made available to Infoseek
upon request at the Agency's place of business at any reasonable time.

9. RIGHTS RESERVED TO INFOSEEK

Infoseek expressly reserves the right, at its own discretion, and for
any reason deemed by it to be sufficient, to modify or reject any
schedules and plans submitted by the Agency, and to direct the Agency
to cease work in connection therewith; and in such case, the Agency
shall immediately notify all publishers, printers, engravers, artists,
designers, or other third parties engaged in carrying out such
schedules or plans to cease work theron. It is expressly agreed that
Infoseek shall reimburse the Agency for all costs and expenses
incurred by the Agency if incurred according to the terms of this
Agreement up to the time of receipt of notice of cancellation and for
all charges and liabilities incurred by the Agency in carrying out
such cancellation pursuant to Infoseek's instructions.

10. PROPERTY OF INFOSEEK

Ideas, plans, musical themes, slogans and any other creative products
that have been adopted or paid for by Infoseek in campaigns conducted
by or for Infoseek are to be considered the sole property of Infoseek,
the unrestricted use of which Infoseek shall be solely entitled.
Infoseek shall own all right, title and interest, (including
copyright) in and to such items provided, however that for such items
and other creative products which are not created by Agency, Infoseek
shall have all rights thereto as may be granted by supplier. Agency
shall endeavor to get ownership in such items and creative products
and shall clearly indicate on all quotations to Infoseek the
applicable rights granted to Infoseek in connection therein.

11. INDEMNIFICATION BY AGENCY

11.1 Agency will indemnify, hold harmless and at Infoseek's
request, defend Infoseek and its directors, officers,
employees, contractors and agents from and against any claims,
liability, damage, cost and expense (including reasonable
attorney's fees and costs of suit) to the extent they arise
out of (i) a breach of any of the covenants or warranties
made by Agency in this Agreement; (ii) any negligent act or
willful misconduct of Agency (iii) any violation of any
status, ordinance or governmental regulation by Agency, or
(iv) any violation of the copyright, trademark or other
proprietary right of a third party, or the defamation, libel,
disparagement, injury to commercial reputation, invasion of
privacy of a third party arising out of Infoseek's or Agency's
use in accordance with this Agreement of materials created by
or for Agency.

11.2 It will be Infoseek's responsibility to: (1) provide
information and/or data relevant to claims or representations
made with respect to Infoseek's products or service and (2)
review all advertising or other materials prepared under this
Agreement in order to confirm that such claims or
representation, whether direct or implied, are true, accurate
and supportable by objective and reliable data in Infoseek's
possession, and are not deceptive or misleading, and to
confirm the accuracy of the description and depictions of
Infoseek's products and services.

11.3 In the absence of Agency intentional misconduct or negligence,
Infoseek will hold Agency free of liability and expense
occasioned by any claim, suit or proceeding instituted by a
third party to the extent arising from (i) the use by Agency
of material, information or data furnished by Infoseek for the
use in advertising by Infoseek or (ii) product liability,
safety or performance of Infoseek's products. In the event of
any proceeding by a regulatory agency or any court action
challenging any published advertisement prepared by Agency
pursuant to this Agreement and approved by Infoseek, Agency
will assist in the preparation of the defense of such action or

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<PAGE> 7
proceeding in cooperation with Infoseek and Infoseek's
attorneys. Provided that the subject of such proceeding is not
as result of Agency's negligence, intentional misconduct or a
violation of this Agreement, then any out-of-pocket costs
Agency may incur shall be reimbursed by Infoseek, provided
such costs have been authorized in advance in writing by
Infoseek's authorized representative.

11.4 It is understood that Agency reserves the right to refuse to
undertake any campaign, or prepare or cause publication of any
advertising publicity or other material which, in Agency's
judgment, would be misleading, indecent, libelous, unlawful,
or otherwise prejudicial to Infoseek's or Agency's interest.

11.5 Agency agrees to obtain and maintain in force, at Agency's
sole expense, an Advertising Agency Liability Policy with the
Agency as the insured and Infoseek as an additional insured, at
Agency's sole expense, having a minimum limit of liability of
One MIllion Dollars ($1,000,000), with a Ten Thousand Dollar
($10,000) maximum deductible.

12. EXAMINATION OF AGENCY RECORDS

All contracts, paper, correspondence, copy, books, accounts, and other
information relating to Clients business of Infoseek or the expenses
incurred on its behalf shall open to inspection and examination by an
authorized representative of Infoseek at all reasonable times.

13. EXCLUSIVE ARRANGEMENT

Agency for Infoseek's Competitors. For the duration of this Agreement
the Agency shall not act as an advertising agency for a supplier of
products which directly compete or a provider of services which
directly compete with those of Infoseek without first having procured
the written consent of Infoseek.

14. TERM OF AGREEMENT

14.1 This Agreement shall become effective on the date of execution
and shall continue in force and effect until terminated upon
sixty (60) days notice in writing given by either party to the
other and sent by certified or registered mail return receipt
requested to the principal place of business of the party to
whom such notice is addressed.

14.2 The rights, duties, and responsibilities of the Agency and
Infoseek shall continue in full force and effect during the
period of notice, including the carrying to completion of
plans for and the placing of any advertisement which Infoseek
has authorized the Agency to place in named media whose
closing dates fall within the notice period.

14.3 After the expiration of the notice period, no rights or
liabilities shall arise out of this relationship.

14.4 Upon termination of this contract, the Agency shall transfer
and make available to Infoseek or its representative all
property and materials in the Agency's possession belong to
Infoseek, all information regarding Infoseek's advertising,
and if approved by third parties in interest, shall assign all
reservations, contracts, and arrangements with advertising
media or others for advertising space, time, materials, or
services yet to be used, and all rights and claims thereto
and therein, and no extra compensation shall be paid to the
Agency for its services in connection with this transfer.
Upon such transfer, Infoseek shall assume all the obligations
of the Agency which Infoseek authorized it to incur to third
parties and shall release the Agency therefrom. If any third
party in interest fails to approve the transfer to Infoseek
by the Agency of any reservations,

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<PAGE> 8

contract, or arrangement with said third party, then the
Agency shall fulfill its obligation under such
reservation, contract, or arrangement and Infoseek shall
fulfill its obligations to the Agency pertaining to such
reservation, contract, or arrangement, as if this Agreement
had not been canceled.

14.5 Upon termination of this contract, any uncompleted work
previously authorized by Infoseek, either specifically or as
part of a plan, will be paid for to the extent completed, by
Infoseek in accordance with the provision of this Agreement.

14.6 Upon termination of this contract, advertising plans and ideas
prepared by the Agency, unless paid for by Infoseek in
accordance with the provisions hereof, shall remain the
Agency's property regardless of whether or not the physical
embodiment of the creative work is in the possession of
Infoseek in the form of copy, artwork, prints, or whatever.

14.7 Paragraphs 4 through 12, 14 through 21, and all other
provisions of this Agreement which may be reasonably
interpreted or construed as surviving the termination or
expiration of this Agreement, shall survive the termination or
expiration of this Agreement.

15. BILLING UPON TERMINATION

Upon termination of this of this contract, the Agency shall bill
Infoseek for, and Infoseek shall then pay, all amounts not previously
billed or paid and for which the Agency is entitled to claim
reimbursement for Infoseek under the terms of this Agreement. The
Agency is to receive no compensation or commissions with space, time,
materials, or services the payment for which shall become due to an
advertising medium or others after the termination of this contract
except to the extent that Infoseek shall have approved material
prepared by the Agency and shall have authorized the Agency to place
the same in named media for specific dates.

16. LIQUIDATED DAMAGES

Cancellation Prior to Execution of Duties. In the event that Infoseek
cancels this Agreement before the Agency receives compensation or
commission in connection with advertising space or time, but after the
Agency has begun to execute the duties outline in Paragraph 2 hereof.
Infoseek agrees to pay the Agency for services performed according to
Agency's published rate structure in effect at the time work is
performed.

17. LIMITATION OF LIABILITY

IN NO EVENT SHALL INFOSEEK BE LIABLE TO AGENCY FOR ANY SPECIAL,
INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF
INFOSEEK SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. CONFIDENTIAL INFORMATION

Agency is under a duty not to disseminate or use for its own purposes,
both during and after the termination of this Agreement, any
"Confidential Information" imparted to Agency by Infoseek. Agency
shall restrict the dissemination of such information to employees on a
"need-to-know basis," unless otherwise agree to by Infoseek.
"Confidential Information" in regard to these contractual obligations
shall mean any information imparted to Agency by Infoseek in writing
and designated therein as "Confidential Information," or orally.

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19. WAIVER

Waiver by the Agency or Infoseek of any right in any instance is not a
waiver of, and is without prejudice to, its rights as to any other
instance.

20. NOTICE

Any notice, approval, request, authorization, direction or other
communication under this Agreement shall be given in writing, will
reference this Agreement, and shall be deemed to have been delivered
and given (a) when delivered personally; (b) three (3) business days
after having been sent by registered or certified U.S. mail, return
receipt requested, postage and charges prepaid, whether or not
actually received; or (c) one (1) business day after deposit with a
commercial overnight carrier, with written verification of receipt.
All communications will be sent to the addresses first set forth above
or to such other address as may be designated by a party by giving
written notice to the other party pursuant to this Paragraph 20.

21. GOVERNING LAW AND JURISDICTION

This Agreement shall be interpreted, construed and enforced in all
respects in accordance with the laws of the State of California. Each
party irrevocably consents to the exclusive jurisdiction of any state
or federal court for or within Santa Clara County, California over any
action or proceeding arising out of or related to this Agreement, and
waives any objection to venue or inconvenience of the forum in any
such court.

22. ENTIRE AGREEMENT

This Agreement supersedes any other agreements, either oral or in
writing, between the parties hereto and contains all the covenants and
agreements between he parties hereto. Any modification of this
Agreement will be effective only if it is in writing, signed by the
party or parties to be charged.

ACCEPTED AND AGREED

MARGEOTES|FERTITTA + PARTNERS INFOSEEK CORPORATION
("Agency") ("Company")

By:_________________________________ By:__________________________________
Authorized Signature Authorized Signature

Print Name:__________________________ Print Name:__________________________

Title:_______________________________ Title:_______________________________

Date:________________________________ Date:_________________________________

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EXHIBIT 10.55

FIRST AMENDMENT
TO
SERIES A PREFERRED STOCK SUPPLEMENTAL PURCHASE AGREEMENT

Preamble

This First Amendment to Series A Preferred Stock Supplemental Purchase
Agreement (this "First Amendment") is made as of the 18th day of March, 1996
(the "Effective Date"), by and between Infoseek Corporation, a California
corporation (the "Company"), and the Applied Computing Systems Institute of
Massachusetts, Inc., a tax exempt charitable Massachusetts corporation
("Investor"). This First Amendment amends the Series A Preferred Stock
Supplemental Purchase Agreement (the "Original Agreement") which the Investor
and the Company made as of the 22nd day of July, 1994. All capitalized terms
not specifically defined in this First Amendment are as defined in the Original
Agreement.

Recital

Based upon intervening events since the Original Agreement, the
Investor and the Company desire to provide that the Investor shall retain
one-half of the Shares and shall forfeit the other one-half of the Shares. The
Investor and the Company desire to instruct the Escrow Agent accordingly.
Investor and the Company are concurrently amending the License to reduce the
royalty rate on certain gross revenues and to make corresponding changes
concerning the vesting of the Shares.

Agreement

Based upon the premises contained in the above Recital, and the mutual
promises below, the Company and the Investor hereby agree as follows:

The Investor and the Company hereby agree that the Initial Shares
shall be deemed to have vested as of January 1, 1995, and that the Secondary
Shares shall be deemed as of the Effective Date to never vest and therefore
will be returned free of charge to the Company. However, the Company agrees
that for purposes of calculating the number of Series E Preferred shares which
the Investor may purchase pursuant to exercise of Investor's "Participation
Right" granted pursuant to the Amended and Restated Investors' Rights Agreement
dated May 4, 1995, the Investor shall be deemed to own 746,316 rather than
373,158 Series A Preferred shares. The Investor has executed and delivered to
the Company, who has delivered to the Escrow Holder, the Attachment A
Assignment Separate From Certificate to effect the return of the Secondary
Shares. As a result, the Investor and the Company hereby instruct the Escrow
Holder to mail the share certificate representing the Initial Shares to the
Investor and to mail the share certificates representing the Secondary Shares
to the Company to cancel. Thus, the Investor and the Company confirm and agree
that the entire

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equity interest of the Investor in the Company as of the Effective Date
consists of 373,158 shares of Series A Preferred Stock: however, the Investor's
Participation Right for purposes of the Company's Series E Preferred Stock
financing shall continue to be calculated as if the Investor's equity ownership
remained at 746,316 shares of Series A Preferred Stock. The Investor and the
Company hereby release the Escrow Holder for its actions to date in maintaining
possession of the Initial and Secondary Shares. As a result of the foregoing,
the Investor and the Company hereby agree that Sections 1.3 and 6.2 are deleted
from the Original Agreement as of the Effective Date as is the second sentence
of Section 7.10.

This First Amendment constitutes the entire agreement between the
parties with respect to its subject matter and supersedes all prior or
concurrent agreements between the parties, written or oral, regarding its
subject matter. Except as amended by this First Amendment, the Original
Agreement remains in full force and effect. The parties are concurrently
entering into an amendment to the License to alter the royalty rate and to make
changes to correspond to this First Amendment regarding the Shares and the
Investors Rights Agreement has been amended subsequent to the date of the
Original Agreement. This First Amendment shall be governed by California law.
Any dispute arising under this First Amendment shall be subject to arbitration
as provided in Section 15 of the License.

Authorized Signatures

For purposes of binding the parties to the terms and conditions of
this First Amendment to Series A Preferred Stock Supplemental Purchase
Agreement, duly authorized representatives of the parties have signed their
names as of the date first above written.

COMPANY INVESTOR

Infoseek Corporation Applied Computing Systems
Institute of Massachusetts, Inc.

By: _______________________________ By: ____________________________
Steven T. Kirsch (Signature)
Chairman of the Board

And: ______________________________ ________________________________
Andrew B. Newton (Print Name)
Secretary

________________________________
(Print Title)

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