License Agreement - Ask Jeeves Inc. and Compaq Computer Corporation


                                          
                                 LICENSE AGREEMENT
                                          
                                      BETWEEN
                                          
                  ASK JEEVES, INC. AND COMPAQ COMPUTER CORPORATION

THIS LICENSE AGREEMENT (the "Agreement") is made as of October 2, 1998 (the
"Effective Date") by and between ASK JEEVES, INC., a California corporation
("Ask Jeeves"), with its principal place of business at 918 Parker Street,
Berkeley, CA 94710 ("Ask Jeeves"), and COMPAQ COMPUTER CORPORATION ("Compaq"),
with its principal place of business at 20555 SH 249, Houston, TX 77070.
                                          
                                      RECITALS

A.      Ask Jeeves has developed and owns Internet navigation tools and
        databases that simplify the process of locating information on the World
        Wide Web through the use of a question and answer format (the
        "Service").

B.      Compaq owns and operates an Internet search engine known as Alta Vista
        located at www.altavista.com ("Alta Vista").

C.      Compaq would like to facilitate its users' ability to locate information
        on the World Wide Web by integrating the Service into Alta Vista, and
        Ask Jeeves desires to license the Service to Compaq on the terms and
        conditions set forth below.
                                          
                                     AGREEMENT

        In consideration of the mutual covenants contained in this Agreement,
the parties agree as follows: 

1.      DEFINITIONS.

        1.1     "AJ ANSWER LINK" means the specific instances of Answer
                Templates contained in the Ask Jeeves Knowledgebase, excluding
                AV Answer Links.

        1.2     "AV ANSWER LINK" means the specific instances of Answer
                Templates that are modified at the request of Compaq under the
                conditions and procedures set forth in this Agreement.

        1.3     "ALTA VISTA" means the search engine owned and operated by
                Compaq located at www.altavista.com.

        1.4     "ANNUAL PERIOD" means the twelve (12) month period beginning on
                Launch Date and each twelve (12) month period thereafter
                beginning on the anniversary date of the Launch Date. 
                "Quarterly Period" means one-quarter of an Annual Period.

        1.5     "ANSWER LINK" means an AJ Answer Link or an AV Answer Link.

                                                                            1.



        1.6     "ANSWER LINK RELATIONSHIP" means an agreement with a third party
                to provide it the privilege of being the destination of an
                Answer Link (i.e., make their site the answer to an Ask Jeeves
                Question) in return for compensation.

        1.7     "ANSWER LINK REVENUE" means any monetary compensation paid by a
                third party, as a result of being the Answer Link to an Ask
                Jeeves Question.  Answer Link Revenue will be calculated on a
                gross basis, without deduction for sales commissions or other
                sales expenses.

        1.8     "ANSWER TEMPLATE" means the general form of answer scripts
                stored in the Ask Jeeves Knowledgebase that when associated with
                a specific Ask Jeeves Question and processed by the Question
                Processing Engine forms a specific Answer Link.

        1.9     "ASK JEEVES INTELLECTUAL PROPERTY" means the Software, the Ask
                Jeeves Knowledgebase, the Ask Jeeves Questions, the Question
                Processing Engine and all other intellectual property owned by
                Ask Jeeves.

        1.10    "ASK JEEVES KNOWLEDGEBASE" means the collection of Question
                Templates and Answer Templates (and associated data structures)
                that operates with the Question Processing Engine and is
                currently used by Ask Jeeves in the service it operates at
                www.askjeeves.com.

        1.11    "ASK JEEVES QUESTION" means a specific instance of a Question
                Template in the Ask Jeeves Knowledgebase, which the Service will
                offer to its users to confirm the users' query.  (For example,
                if a user asks "Is it raining in Portland?" the Service will
                offer the Ask Jeeves Question "What is the weather forecast for
                Portland?" to confirm the user's question.)

        1.12    "CLICK" means the return of an Answer Link from the Question
                Processing Engine in response to the submittal of a selected Ask
                Jeeves Question.

        1.13    "CLICK RATE FEE" means the amount of money to be paid by Compaq
                to Ask Jeeves for each Click.

        1.14    "LAUNCH DATE" means the date the Service is first offered to
                Compaq users on a regular, publicly available basis.

        1.15    "NUMBER OF QUERIES" means the number of times users submit a new
                search, resulting in a first results page that contains Ask
                Jeeves questions.

        1.16    "QUESTION PROCESSING ENGINE" means the proprietary, software
                developed and owned by Ask Jeeves that allows users to pose
                questions and be directed to appropriate web sites that answer
                associated Ask Jeeves Questions.  

        1.17    "QUESTION TEMPLATE" means the general form of a question stored
                in the Ask Jeeves Knowledgebase that when associated with a
                specific user query and processed by the Question Processing
                Engine forms one or more Ask Jeeves Questions.

        1.18    "SERVICE" means the Ask Jeeves navigation service using the
                Question Processing Engine and the Ask Jeeves Knowledgebase as
                it will appear on and/or within Alta Vista.

        1.19    "SOFTWARE" means the software and documentation provided to
                Compaq by Ask Jeeves in connection with implementing the Service
                on Alta Vista platforms meeting the technical specifications set
                forth in Exhibit A.

2.      DESCRIPTION OF THE SERVICE.

        a.      ASK JEEVES OBLIGATIONS.

[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                        2.



        (1)     SERVICE AND KNOWLEDGEBASE.  Ask Jeeves will provide Compaq with
                the Software, the Ask Jeeves Knowledgebase (and regular updates
                to the Ask Jeeves Knowledgebase) and technical support as may be
                needed for Compaq to implement the Service on Alta Vista.

        (2)     EDITORIAL CONTROL OF ASK JEEVES KNOWLEDGEBASE.  Ask Jeeves will
                define the content of the Ask Jeeves Knowledgebase, including
                the determination of what constitutes appropriate questions and
                answers.  Compaq may request that the Ask Jeeves Knowledgebase
                Answer Templates [*].  Such [*] Assayer Links are referred to as
                "AV Answer Links".  Ask Jeeves and Compaq will cooperate to
                develop a formal process to accept and process AV Answer Links
                including reasonable limits on the number of AV Answer Links
                processed in a given time period and the amount of labor
                involved (including the labor to maintain the AV Answer Links).

        b.      COMPAQ OBLIGATIONS.  Compaq will configure and operate the
                Service on Alta Vista.  Compaq's operation of the Service on
                Alta Vista will be done in a manner that does not reflect
                negatively on Ask Jeeves or the functionality of the Service.

3.      LICENSE

        a.      GRANT OF LICENSE.  Upon receipt of the fees set forth in Section
                4, below, and subject to the terms and conditions of this
                Agreement, Ask Jeeves grants Compaq a [*], worldwide,
                nontransferable, license for the duration of this Agreement
                (including any extensions) to use, reproduce, store, distribute
                and display the information, data, content, Software or other
                intellectual property provided by Ask Jeeves to Compaq, for the
                sole purpose of providing the Service.

                Ask Jeeves further grants to Compaq a [*], non-transferable
                worldwide license to publicly perform and publicly display the
                Service or other intellectual property provided by Ask Jeeves at
                trade shows, exhibitions, and to prospective Customers, as long
                as such performance or display is of the Service as implemented
                on Alta Vista.   

        b.      LICENSE RESTRICTIONS.  Except as specifically granted in this
                Agreement, Ask Jeeves owns and retains all right, title and
                interest in all information, data, content, software or other
                intellectual property provided by Ask Jeeves to Compaq in
                connection with the Service.  This Agreement does not transfer
                ownership rights of any description in Ask Jeeves' intellectual
                property to Compaq or to any other third party.  Compaq will
                install, reproduce and render the Service operational only for
                the purposes of implementing it on Alta Vista.  Compaq agrees
                not to modify, reverse engineer or decompile any intellectual
                property of Ask Jeeves, or to intentionally create derivative
                works based on such intellectual property.  Compaq agrees not to
                distribute the Service to any person or entity other than as
                contemplated by this Agreement or to make any other use of the
                Service.  Compaq agrees to display Ask Jeeves' copyright and
                trademark notices on the Software and Service as stated in
                Section 11.b. "Copyright Notice" and to take other steps
                necessary to protect Ask Jeeves' intellectual property rights as
                specified within Section 12.2 "Confidentiality."

        c.      COMPAQ RIGHTS.  Except as otherwise stated in this Agreement,
                Ask Jeeves shall [*].

4.      PAYMENT.  In consideration for providing the Service, Compaq will pay
        Ask Jeeves as follows:

        a.      PER CLICK FEE.

                (1)     for the [*] per Annual Period, Compaq will pay Ask
                        Jeeves at a Click Rate Fee of [*]:

                (2)     for all Clicks in excess of [*] per Annual Period,
                        Compaq will pay Ask Jeeves at a Click Rate Fee of [*].

[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       3.


                (3)     In the event that the actual number of Clicks exceeds
                        the actual Number of Queries in any given calendar
                        month, then Ask Jeeves will be paid based on the [*]
                        that month.

        b.      MINIMUM FEE PAYMENT.  Compaq will pay Ask Jeeves a "Minimum Fee"
                of [*] per Quarterly Period, with the first payment to be made
                no later than [*] after the Launch Date and the subsequent
                payments to be made on the [*] thereafter.  If the [*] of the
                end of such Quarterly Period.  If the [*] to Compaq.  Provided,
                however, that the Minimum Fee may be adjusted on a calendar
                prorated basis as set forth in subsection 4.f., below.

        c.      ANSWER LINK REVENUES.  In addition to the payments described in
                2.a and 2.b., above.  Compaq and Ask Jeeves agree that they will
                share in any Answer Link Revenue which may occur as follows:

                (1)     for all Answer Link Revenue resulting from Answer Link
                        Relationships established by Compaq, Compaq will [*] of
                        such Answer Link Revenues and will pay Ask Jeeves [*];

                (2)     for all Answer Link Revenues resulting from Answer Link
                        Relationships established by Ask Jeeves, Ask Jeeves will
                        [*] of the Answer Link Revenues and will pay Compaq [*].

                (3)     In the case [*].

                (4)     Compaq shall have the right to market and establish
                        Answer Link Relationships associated with AV Answer
                        Links and Ask Jeeves shaft have the right to market and
                        establish Answer Link Relationships associated with AJ
                        Answer Links.  Either party may assign the other the
                        right to market and establish Answer Link Relationships
                        associated with a specified portion of its Answer Links.

        d.      TAXES.  All fees and payments stated herein [*].

        e.      AUDIT RIGHTS.  Each party agrees that it will keep, for a
                minimum of [*], proper records and books of account relating to
                its activities under this Agreement.  Once every [*], either
                party may inspect the accounting records of the other party to
                verify, reports and/or payment amounts.  Any such inspection
                will be conducted in a manner that does not unreasonably
                interfere with the inspected party's business activities.  Such
                inspection shall be performed by an independent accounting firm
                chosen and compensated by the requesting party, for purposes of
                audit.  Such accounting firm shall be required to sign an
                agreement protecting the party's confidential information and
                shall be authorized to report only the amount of royalties due
                and payable for the period requested.  The inspected party [*]
                disclosed by the audit.  Such inspection shall be at the [*];
                however, if the audit reveals overdue payments [*] of the
                payments owed to date, the [*], and the inspecting party, [*]
                period.  Each party shall upon written request, during normal
                business hours, but not more frequently than once each calendar
                year, provide access to such accounting records.

        f.      ADJUSTMENT TO PAYMENTS 
                
                In the event that the Software licensed under this Agreement 
                [*], and Ask Jeeves is unable to correct such problems after 
                written notice and the opportunity to cure as set forth in 
                Section 5.b (2), than Compaq may terminate this Agreement
                and adjust on a prorated calendar basis the [*] payable to Ask 
                Jeeves.

5.      TERM AND TERMINATION.

        a.      TERM.  The term (the "Term") of the Agreement is two (2) years
                from the Effective Date.  The Agreement will renew automatically
                for additional one (1) year terms (a "Renewal Term") unless
                either party notifies the other m writing at least ninety (90)
                days before the expiration of the Term or any Renewal Term of
                its desire to terminate the Agreement.


[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                          4.

        b.      TERMINATION.  Either party, as applicable, has the right, in
                addition and without prejudice to any other rights or remedies,
                to terminate this Agreement as follows:

                (1)     By Compaq as set forth in Section 4.f. above.

                (2)     By either party, upon [*] written notice, in the event
                        that the either party fails to pay the amounts due to
                        the other party, pursuant to this Agreement;

                (3)     By either party, for any material breach of this
                        Agreement, other than the failure to make payments under
                        this Agreement, that is not cured within [*] of receipt
                        by the party in default of a written notice specifying
                        the breach and requiring its cure;

                (4)     By either party, immediately upon receiving written
                        notice, if (a) all or a substantial portion of the
                        assets of the other party are transferred to an assignee
                        for the benefit of creditors, or to a receiver or a
                        trustee in bankruptcy, (b) a proceeding is commenced by
                        or against the other party for relief under bankruptcy
                        or similar laws and such proceeding is not dismissed
                        within sixty (60) days, or (c) the other party is
                        adjudged bankrupt.

        c.      ASK JEEVES RIGHTS ON TERMINATION.  On termination, (a) all
                rights granted to Compaq under this Agreement cease and Compaq
                agrees to use all commercially reasonable efforts, which shall
                in no event extend for more than [*] from the date of
                termination, to cease all use and reproduction of the Ask Jeeves
                Intellectual Property, and (b) Compaq will promptly return all
                copies of the Ask Jeeves Intellectual Property to Ask Jeeves, or
                destroy all copies in its possession.  Ask Jeeves has and
                reserves all rights and remedies that it has by operation of law
                or otherwise to enjoin the unlawful or unauthorized use of the
                Ask Jeeves Intellectual Property.

        d.      COMPAQ RIGHTS ON TERMINATION

                (1)     Ask Jeeves shall grant Compaq a fully paid up,
                        irrevocable, worldwide license to the Software in the
                        event that Compaq terminates this Agreement pursuant to
                        Section 5.b (4), above, and that Ask Jeeves, or a
                        trustee or receiver for Ask Jeeves, does not assume this
                        Agreement in the bankruptcy proceeding, with no
                        modification to existing terms.  This license grant
                        shall not grant any right to future maintenance,
                        upgrades, enhancements or fixes.

                (2)     Upon material breach by Ask Jeeves, Compaq shall have
                        the right, at no additional cost, to continue to provide
                        the Service on Alta Vista until the earlier to occur of
                        (i) [*] or (ii) [*].

        e.      SURVIVAL FOLLOWING TERMINATION.  Sections 4, 5, 8, 9, 10 and 12
                will survive termination or expiration of this Agreement.  In
                addition, provisions of this Agreement which, by their nature,
                are intended to remain in effect beyond the termination or
                expiration of this Agreement, shall survive its termination or
                expiration.

6.      MAINTENANCE, UPGRADES AND SUPPORT.  Ask Jeeves will provide maintenance
        and support for the Service as follows:

        a.      MAINTENANCE.  Ask Jeeves will provide bug fixes for the Software
                and the Ask Jeeves Knowledgebase [*].  Non-bug fix support and
                changes specifically requested by Compaq for use in connection
                with the Service may be charged by Ask Jeeves to Compaq at the
                then current Ask Jeeves' standard rates.

        b.      UPGRADES.  For a period of time [*] with this Agreement and
                consistent with Ask Jeeves standard distribution practices, Ask
                Jeeves will provide Compaq with periodic upgrades, enhancements,
                modifications, versions to the Software and the Ask Jeeves
                Knowledgebase (including beta versions, if appropriate [*]) to
                Compaq.  The periodic upgrades, enhancements, modifications,
                versions shall automatically become part of the licensed
                Software for purposes of this Agreement.


[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                         5.


                The rights to, said upgrades, enhancements, modifications,  
                versions shall remain with Ask Jeeves, and provided however, 
                that said rights shall not exceed the granting party's 
                ability to grant such rights.

        c.      TECHNICAL SUPPORT.  Ask Jeeves will provide Compaq with standard
                technical support during normal business hours.  Ask Jeeves
                technical support will be available through pager contact on a
                24x7 basis in the event of a major software failure.  Ask Jeeves
                will work with Compaq as it relates to a catastrophic failure,
                or to correct software failures or errors that prevent the
                Software from functioning, on the following basis: 

                (1)     Severity 1 - catastrophic failure, an emergency,
                        condition that causes critical impact and that makes the
                        performance or continued performance of any one or more
                        functions impossible. Ask Jeeves will use its [*] to
                        resolve technical issues of Severity 1 [*] and will 
                        develop and communicate to Compaq a resolution plan
                        within [*].

                (2)     Severity 2 - is a condition which significantly affects
                        and makes the performance or continued performance of
                        any one or more functions difficult and which cannot be
                        circumvented or avoid on a temporary basis by the user. 
                        Ask Jeeves will use its [*] to resolve technical issues
                        of Severity 2 within [*] and will develop and
                        communicate to Compaq a resolution plan within [*].

7.      REPORTS AND REPORTING.  Ask Jeeves will provide Compaq with user log
        analysis tools that will allow Compaq to determine the number of
        questions asked and answered in a given period as well as determine the
        number of times a given Answer Template was selected (by both total
        count and percentage.) Alta Vista will, on a weekly basis, provide Ask
        Jeeves with copies of its Service user logs for Ask Jeeves' internal
        use.

8.      INFRINGEMENT INDEMNITY BY ASK JEEVES.  Ask Jeeves agrees to indemnify,
        defend and hold Compaq harmless from and against any claims, actions or
        demands alleging that all or any part of the Ask Jeeves Intellectual
        Property infringes any United States patent, copyright, trademark, or
        other United States intellectual property right of a third party.  If
        use of the Ask Jeeves Intellectual Property is permanently enjoined for
        any reason, Ask Jeeves, at Ask Jeeves' option, and in its sole
        discretion, may (a) modify the Ask Jeeves Intellectual Property so as to
        avoid infringement; (b) procure the right for Compaq to continue to use
        and reproduce the Service; or (c) terminate this Agreement, in which
        case Compaq shall be given a refund of all Minimum Fees actually paid to
        the date of termination as its sole and exclusive remedy.  Ask Jeeves
        shall have no obligation under this Section 8 for or with respect to
        claims, actions or demands alleging infringement that arise solely as a
        result of (i) the combination of noninfringing items supplied by Ask
        Jeeves with any items not supplied by Ask Jeeves, (ii) modification of
        the Ask Jeeves Intellectual Property by Compaq or without the
        authorization or consent of Ask Jeeves, or (iii) continued alleging
        infringing activity by Compaq after Compaq has been notified Ask Jeeves'
        decision to terminate under subsection 8 (c), above.

9.      OTHER INDEMNITY.  Each party (the "Indemnifying Party") shall indemnify
        the other party (the "Indemnified Party") against any and all claims,
        losses, costs and expenses, including reasonable attorneys' fees, which
        the Indemnified Party may incur as a result of claims in any form by
        third parties arising from: (a) the Indemnifying Party's acts, omissions
        or misrepresentations, or (b) the violation of any third party
        proprietary right by the Indemnifying Party's domain name, software or
        any content provided by the Indemnifying Party for use on the
        Indemnified Party's servers.  The Indemnified Party shall (i) give the
        Indemnifying Party notice of the relevant claim, (ii) cooperate with the
        Indemnifying Party, at the Indemnifying Party's expense, in the defense
        of such claim, and (iii) give the Indemnifying Party the right to
        control the defense and settlement of any such claim, except that the
        Indemnifying Party shall not enter into any settlement that affects the
        Indemnified Party's rights or interest without the Indemnified Party's
        prior written approval.  The Indemnified Party shall have the right to
        participate in the defense at its expense.


[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.
                                    6.


10.     WARRANTIES, DISCLAIMER AND LIMITATIONS.

        a.      WARRANTY.  Ask Jeeves warrants that (a) it holds the necessary
                rights to provide and permit the use of the Service (b when the
                Service is delivered to Compaq, it will be of substantially the
                same quality as the service operated by Ask Jeeves at
                askjeeves.com; (c) the media containing the Software will be
                free from defects for a period of [*] from the date of delivery
                to Compaq, provided that this warranty does not cover defects
                due to Compaq's misuse of the media or an accident subsequent to
                delivery, to Compaq; and (d) [*].

        b.      DISCLAIMER.  THE WARRANTIES SET FORTH IN SECTION 10.a. ARE IN
                LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER
                WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING
                WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SOFTWARE IS 
                ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS 
                COMPATIBLE WITH ALL EQUIPMENT OR SOFTWARE CONFIGURATIONS; 
                (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND 
                (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

        c.      LIMITATION ON LIABILITY.  EXCEPT IN THE EVENT OF A BREACH OF A
                LICENSE GRANT BY LICENSEE, NEITHER PARTY SHALL BE LIABLE FOR
                SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS
                (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN
                CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE EVENT OF A BREACH
                OF A LICENSE GRANT, A FAILURE TO PAY FEES, OR AN INDEMNITY
                CLAIM, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
                PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS ACTUALLY PAID BY
                COMPAQ TO ASK JEEVES UNDER THIS AGREEMENT.

11.     PROMOTION, PUBLICITY AND COPYRIGHT NOTICE.

        a.      PROMOTION ON ALTA VISTA.  Compaq agrees that it will place a
                Question Answering Powered by Ask Jeeves," "Question Answering
                Technology by Ask Jeeves," "Question Answering by Ask Jeeves" or
                other reference mutually agreed upon by.  the parties on the
                results page of the Service.  [*] over the placement, size,
                font, and color of the reference.  However, Compaq agrees that
                the reference will be clearly readable to an average consumer
                user.

        b.      COPYRIGHT NOTICE.  Compaq also agrees to place "Question and
                Answer Templates copyrighted by Ask Jeeves, Inc., 1996-98, all
                rights reserved" notice on its copyright notice page in a manner
                similar to the other copyright notices on that page.  In no
                event shall the notice "Question and Answer Templates
                copyrighted by Ask Jeeves" be more prominately displayed that
                that of the Compaq or Alta Vista copyright notices.

        C.      PRESS RELEASES.  The parties may issue press releases announcing
                the Service.  The parties agree that any such press releases
                shall acknowledge that the Service is based on technology
                licensed from Ask Jeeves.  Each party, agrees to obtain the
                permission of the other, which shall not be unreasonably
                withheld, BEFORE RELEASING PRESS RELEASES OR OTHER FORMS OF
                PROMOTION THAT MENTION THE OTHER IN REGARDS TO THIS AGREEMENT,
                except that each party may use specific information previously
                approved for public release by the other, without further
                approval.  Neither party shall disclose the terms and conditions
                of this Agreement to any, third party, including, but not
                limited to, any information relating to the royalties or fees
                paid by Compaq to Licensor pursuant to this Agreement.  except
                as required by law.

12.     GENERAL PROVISIONS.


[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                         7.


        12.1    GOVERNING LAW.  This Agreement will be governed and construed in
                accordance with the laws of the State of New York without giving
                effect to conflict of laws principles.  Both parties agree that
                the Agreement shall be interpreted as if the actions within the
                Agreement where performed within the State of New York.

        12.2    CONFIDENTIALITY.  All disclosures of proprietary and/or
                confidential information in connection with this Agreement or
                the transaction contemplated by this Agreement shall be governed
                by the terms of the Corporate Disclosure Agreement previously
                executed by the parties, a copy of which is attached as Exhibit
                B to this Agreement.

        12.3    ASSIGNMENT.  Neither party may assign this Agreement, or any
                part of this Agreement, without the prior written consent of the
                other party., except that this Agreement may be assigned by
                either party, without the other party's consent, to an entity
                acquiring all or substantially all of the outstanding shares of
                the assigning party's stock or all or substantially all of the
                assigning party's assets.

                [*].

        12.4    SEVERABILITY; HEADINGS.  If any provision herein is held to be
                invalid or unenforceable for any reason, the remaining
                provisions will continue in full force without being impaired or
                invalidated in any way.  Headings are for reference purposes
                only and in no way define, limit, construe or describe the scope
                or extent of such section.

        12.5    FORCE MAJEURE.  If performance hereunder is prevented,
                restricted or interfered with by any act or condition whatsoever
                beyond the reasonable control of a party, the party, so
                affected, upon giving prompt notice to the other party, shall be
                excused from such performance to the extent of such prevention,
                restriction or interference.

        12.6    INDEPENDENT CONTRACTORS.  The parties are independent
                contractors, and no agency, partnership, joint venture,
                employee-employer or franchisor-franchisee relationship is
                intended or created by this Agreement.  Neither party shall make
                any warranties or representations on behalf of the other party.

        12.7    COMPLIANCE WITH LAWS.  At its own expense, each party shall
                comply with all applicable laws, regulations, rules, ordinances
                and orders regarding its activities related to this Agreement.

        12.8    NOTICE.  Any notices hereunder shall be given to the appropriate
                party, at the following addresses or at such other address as
                the party shall specify, in writing.


                For Ask Jeeves:                     For Compaq:

                Ask Jeeves, Inc.                    Compaq Computer Corporation
                918 Parker Street                   20555 SH 249 
                Berkeley, CA 94710                  Houston.  TX 77070 
                Attn: Robert Wrubel, President      Attn: Law Department

                Notice shall be deemed given:  upon personal delivery; if sent
                by fax, upon confirmation of receipt; or if sent by certified or
                registered mail, postage prepaid, 5 days after the date of
                mailing.

        12.9    ENTIRE AGREEMENT, AMENDMENT AND WAIVER.  This Agreement sets
                forth the entire understanding and agreement of the parties, and
                supersedes any and all oral or written agreements or
                understandings between the parties, as to the subject matter of
                this Agreement. It may be changed only by a writing signed by
                both parties.  The waiver of a breach of any provision of this
                Agreement will not operate or be interpreted as a waiver of any
                other or subsequent breach.


[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       8.


        12.10   COUNTERPARTS.  This Agreement may be executed in two or more
                counterparts, each of which shall be deemed an original, but all
                of which together constitute one and the same agreement.  A
                facsimile copy of this Agreement, including the signature pages,
                will be deemed to be an original.

IN WITNESS WHEREOF, ASK JEEVES, INC. and COMPAQ COMPUTER CORPORATION have
executed this License Agreement as of the Effective Date.



 ASK JEEVES, INC.                       COMPAQ COMPUTER CORPORATION


 By:  /s/  R. W. Wrubel                 By:  /s/   Kurt Losart    
    ----------------------------            ------------------------------


 Name:    R. W. Wrubel                  Name:    Kurt Losart      
       -------------------------              ----------------------------


 Title:    President                    Title:   VP, Internet Services    
       -------------------------              ----------------------------



[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       9.

                                          
                                     EXHIBIT A
                                          
                                         [*]






[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                         10.


                                     EXHIBIT B
                                          
                                        [*]
                                          






[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.
                                           
                                          11.















[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                          12.