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                                    ADDENDUM
                                       TO
                            STOCK ISSUANCE AGREEMENT

                  The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Issuance Agreement dated 2~ (the
"Issuance Agreement") by and between Infoseek Corporation (the "Corporation")
and 1~ ("Participant") evidencing the stock issuance on such date to Participant
under the terms of the Corporation's 1996 Stock Option/Stock Issuance Plan, and
such provisions shall be effective immediately. All capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to such terms in the Issuance Agreement.

                        INVOLUNTARY TERMINATION FOLLOWING
                                CHANGE IN CONTROL

                  1. No accelerated vesting of the Purchased Shares shall occur
upon a Change in Control, and the Repurchase Right shall continue to remain in
full force and effect in accordance with the provisions of the Issuance
Agreement. The Participant shall, over Participant's continued period of Service
after the Change in Control, continue to vest in the Purchased Shares in
accordance with the provisions of the Issuance Agreement. However, immediately
upon an Involuntary Termination of Participant's Service within twelve (12)
months following the Change in Control, the Repurchase Right shall terminate
automatically and all the Purchased Shares shall vest in full.

                  2. For purposes of this Addendum, a CHANGE IN CONTROL shall be
deemed to occur in the event of a change in ownership or control of the
Corporation effected through either of the following transactions:

                           (i) the direct or indirect acquisition by any person
         or related group of persons (other than the Corporation or a person
         that directly or indirectly controls, is controlled by, or is under
         common control with, the Corporation) of beneficial ownership (within
         the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
         amended) of securities possessing more than fifty percent (50%) of the
         total combined voting power of the Corporation's outstanding securities
         pursuant to a tender or exchange offer made directly to the
         Corporation's stockholders which the Board does not recommend such
         stockholders to accept, or

                           (ii) a change in the composition of the Board over a
         period of thirty-six (36) months or less such that a majority of the
         Board members ceases by reason of one or more contested elections for
         Board membership, to be comprised of individuals who either (A) have
         been Board members continuously since the beginning of such period or
         (B) have been elected or nominated for election as Board members during
         such period by at least a majority of the Board members described in
         clause (A) who were still in office at the time such election or
         nomination was approved by the Board.
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                  3. For purposes of this Addendum, an INVOLUNTARY TERMINATION
shall mean the termination of Participant's Service by reason of:

                           (i) Participant's involuntary dismissal or discharge
         by the Corporation for reasons other than Misconduct, or

                           (ii) Participant's voluntary resignation following
         (A) a change in Participant's position with the Corporation (or Parent
         or Subsidiary employing Participant) which materially reduces
         Participant's level of responsibility, (B) a reduction in Optionee's
         level of compensation (including base salary, fringe benefits and
         participation in any corporate-performance based bonus or incentive
         programs) by more than fifteen percent (15%) or (C) a relocation of
         Participant's place of employment by more than fifty (50) miles,
         provided and only if such change, reduction or relocation is effected
         by the Corporation without Participant's consent.

                  4. For purposes of this Addendum, MISCONDUCT shall mean the
commission of any act of fraud, embezzlement or dishonesty by the Optionee or
Participant, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary),
or any other intentional misconduct by such person adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not be deemed to be inclusive of
all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of any Optionee,
Participant or other person in the Service of the Corporation (or any Parent or
Subsidiary).

                  IN WITNESS WHEREOF, Infoseek Corporation has caused this
Addendum to be executed by its duly-authorized officer, and Participant has
executed this Addendum, all as of the Effective Date specified below.


                                            INFOSEEK CORPORATION

                                            By:________________________________

                                            Title:_____________________________


                                            ___________________________________
                                            1~, OPTIONEE


EFFECTIVE DATE: __________________, 199__