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Portal Services Agreement [Amendment No. 3] - Inktomi Corp. and Microsoft Corp.

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                             AMENDMENT NUMBER THREE
                                     TO THE
                            PORTAL SERVICES AGREEMENT
                                     BETWEEN
                              MICROSOFT CORPORATION
                                       AND
                               INKTOMI CORPORATION

      This Amendment Number Three ("Amendment Three") amends that certain Portal
Services Agreement and any exhibits, attachments, addenda, and schedules
thereto, between Microsoft Corporation ("Customer") and Inktomi Corporation
("Inktomi") dated as of October 28, 1999 (the "Agreement").

                                    RECITALS

      WHEREAS, Customer and Inktomi desire to amend the Agreement in order to
revise pricing models and service fees for certain Services to be provided by
Inktomi to Customer thereunder;

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for such other good and valuable consideration, the sufficiency of which is
hereby acknowledged by the parties hereto, Customer and Inktomi agree to amend
the Agreement as follows

                                    AMENDMENT

1.    All capitalized terms used and not otherwise defined herein, shall have
      the meaning given to such terms in the Agreement.

2.    Delete Section 4(B) of Schedule 2 and replace with the following.

      "(B) multiplied and added in accordance with the following graduated
schedule

<TABLE>
<S>                                                <C>
      For The first * Average Daily
            Results Sets Served                    $* per Results Sets Served
      For the next * Average Daily
            Results Sets Served                    $* per Results Sets Served
      For the next * Average Daily
            Results Sets Served                    $* per Results Sets Served
      For the next * Average Daily
            Results Sets Served                    $* per Results Sets Served
      For the next * Average Daily
            Results Sets Served                    $* per Results Sets Served
      For all subsequent Average Daily
            Results Sets Served over *             $* per Results Sets Served"
</TABLE>

3.    Customer and Inktomi further agree that the Site Search Information
      Service Fee, described in Section 1 of Schedule 2 to the Agreement, the
      Supplementary Site Search Information


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


<PAGE>
      Service Fee, described in Section 2 of Schedule 2 of the Agreement, and
      the Site Search Capacity Expansion Fee, described in Section 3 of Schedule
      2 of the Agreement, shall each be reduced to [*].

4.    Customer shall have the option of receiving news content and search
      services through Inktomi's "Moreover News Feed" service (the "Moreover
      News Feed Service"), or such other successor service as Inktomi may
      provide from time to time. In the event Customer elects to receive the
      Moreover News Feed Service, Customer shall so notify Inktomi in writing.
      [*]

5.    With the exception of the modifications above, the terms and conditions of
      the agreement shall remain unchanged and in full force and effect.

6.    The effective date of this Amendment Three (the "Effective Date") shall be
      May 1, 2001.

      IN WITNESS WHEREOF, Customer and Inktomi have caused their respective duly
authorized representatives to execute this Amendment Three as of the Effective
Date.

MICROSOFT CORPORATION                     INKTOMI CORPORATION

By: /s/ Bill Bliss                        By: /s/ David Ponzini
    --------------------------------          ----------------------------------

Name: Bill Bliss                          Name: David Ponzini
      ------------------------------            --------------------------------

Title: General Manager - MSN Search       Title: VP, Finance
       -----------------------------             -------------------------------

Date:  5/01/01                            Date: 5/21/01
      ------------------------------            --------------------------------


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

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