License and Development Agreement - Ask Jeeves Inc. and Compaq Computer Corporation


                        License and Development Agreement
                          between Ask Jeeves, Inc. and
                           Compaq Computer Corporation

This License and Development Agreement (the "Agreement") is made as of March 29,
1999 (the "Effective Date") by and between ASK JEEVES, INC., a California
corporation, with its principal place of business at 918 Parker Street,
Berkeley, CA 94710 ("Ask Jeeves") and COMPAQ COMPUTER CORPORATION, a Delaware
corporation, with its principal place of business at 20555 SH 249, Houston TX
77070 ("Customer") on behalf of its worldwide divisions, affiliates and
subsidiaries.

                                    RECITALS

A.      Ask Jeeves is in the business of developing, marketing and licensing
        on-line natural language question answering products and services,
        including a software product known as the Question Processing Engine
        ("QPE"). The services Ask Jeeves provides include the creation and
        maintenance of customized knowledgebases to be used in conjunction with
        the QPE. The knowledgebases and the QPE when used together allow end
        users to access online information using the Ask Jeeves' question and
        answer format.

B.      Customer manufactures and sells personal computers and related products
        and services. Customer has created and maintains a website on the
        Internet related to Customer's computer products located at
        www.Compaq.com (the "Customer Site").

C.      Customer desires to license the QPE and have Ask Jeeves develop
        customized knowledgebases (the "Knowledgebases") that will allow
        visitors to the Customer Site to navigate portions of the Customer Site
        through the use of natural language questions.

D.      Ask Jeeves desires to license the QPE to Customer and develop and
        maintain the Knowledgebases on the terms set forth in this Agreement.

                                    AGREEMENT

        THEREFORE, the parties agree as follows:

1.      SCOPE OF WORK.

        a.      KNOWLEDGEBASE CREATION SERVICES. Ask Jeeves agrees to create the
                Knowledgebases as more specifically described in Exhibits Al, A2
                and A3 (and


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




                any further additions or amendments to Exhibit A) according to
                the schedules also set forth in Exhibit Al, A2 and A3.

        b.      KNOWLEDGEBASE MAINTENANCE AND UPDATE SERVICES. Ask Jeeves agrees
                to maintain and update the Knowledgebases as the content of the
                Customer Site changes, as specified in Exhibit B. The
                maintenance and updates will be done on an ongoing basis to
                promptly reflect changes in or additions to the Customer Site.
                Customer agrees to provide Ask Jeeves with a minimum of ten (10)
                days advance notice of changes to the Customer Site to allow Ask
                Jeeves to update the Knowledgebases. Ask Jeeves' obligation to
                maintain and update each of the Knowledgebases is limited to the
                number of hours set forth in the Exhibit A that describes the
                scope of work for that Knowledgebase (the "Monthly Maintenance
                Obligations"). In the event Customer requires maintenance and
                update services beyond the Monthly Maintenance Obligations, Ask
                Jeeves will provide those services at the rates set forth in
                Section 5.g.

        c.      QPE Support and Upgrades. Ask Jeeves agrees to provide Customer
                technical support as described in Exhibit E and bug fixes,
                upgrades and updates to the QPE, including major and minor
                releases, as such may be released from time to time. Ask Jeeves
                agrees to assign a designated Ask Jeeves employee to manage the
                technical support to be provided under this Agreement.

2.      TECHNICAL REQUIREMENTS. The QPE and the Knowledgebases will operate in
        the software environment described in Exhibit C.

3.      OWNERSHIP OF KNOWLEDGEBASES; EXCLUSIVITY.

        a.      OWNERSHIP. The Knowledgebases will be the property of Ask Jeeves
                and will be licensed to Customer under the terms of the license
                set forth in Section 4, below. However, to the extent the
                Knowledgebases contain any proprietary or confidential
                information of Customer, such information will belong to
                Customer ("Customer Information"). Ask Jeeves will treat the
                Customer Information used in the Knowledgebases as Confidential
                Information of Customer, subject to the provisions of Section
                16, below.

        b.      EXCLUSIVITY. Ask Jeeves agrees that for one hundred (100) days
                after the Effective Date it will not deliver to [*], a
                production version of a question-answering system that is
                primarily designed to answer end-user pre-sale questions and
                that incorporates portions of Knowledgebase content that was
                first used for the Compaq "Prosignia II Pre-Sale" (Exhibit A1)
                system.

4.      LICENSE.

        a.      GRANT. Upon receipt of the fees set forth in Section 5, below,
                and subject to the terms and conditions of this Agreement, Ask
                Jeeves grants Customer a non-exclusive, fully-paid,
                nontransferable, non-sublicensable, worldwide license for 



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

                                       2.


                the term of this Agreement (including any extensions) in the
                QPE, the Knowledgebases and any and all related materials,
                including, without limitation, documentation, trademarks, and
                logos (the "Licensed Products") solely for purposes set forth in
                this Agreement.

        b.      LICENSE RESTRICTIONS. Except as specifically granted in this
                Agreement, Ask Jeeves owns and retains all right, title and
                interest in the Licensed Products and any and all related
                materials. This Agreement does not transfer ownership rights of
                any description in the Licensed Products to Customer or any
                third party. Customer agrees not to modify, reverse engineer or
                decompile the Licensed Products or create derivative works based
                on them. Customer agrees to retain all copyright and trademark
                notices on the Licensed Products and to take other steps
                necessary to protect Ask Jeeves' intellectual property rights.

5.      FEES AND PAYMENT. As consideration for the licenses granted and the
        services rendered under this Agreement, Customer agrees to pay Ask
        Jeeves as follows:

        a.      PROFESSIONAL SERVICES FEE. Customer agrees to pay Ask Jeeves the
                following professional services fees for the creation of the
                Knowledgebases (the "Knowledgebase Creation Fees"):


                                                                         
                Prosignia II Pre-sales (Exhibit A1)                         [*]

                Home Computing PC Tech Support (Exhibit A2)                 [*]

                Enterprise PC Tech Support (excl. Servers) (Exhibit A3)     [*]



                The Knowledgebase Creation Fees will be invoiced [*] percent [*]
                upon execution of this Agreement and the remaining [*] percent
                [*]on the Release Date for each of the Knowledgebases. For
                purposes of this Agreement the Release Date is defined as the
                date on which Ask Jeeves delivers a production ready copy of
                each Knowledgebase to Customer.

        b.      KNOWLEDGEBASE MAINTENANCE FEE. Customer agrees to pay Ask Jeeves
                for maintenance of the Knowledgebases (the "Knowledgebase
                Maintenance Fees") as follows:



                Project                                             Monthly Fee
                                                                 

                Home Computing PC Tech Support                          [*]

                Enterprise PC Tech Support (excluding Servers)          [*]

                Prosignia II Pre-Sale (deferred, see below)             [*]


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



                                       3.


                The Knowledgebase Maintenance Fee for each of the Knowledgebases
                will be invoiced in advance on a quarterly basis beginning on
                the Release Date for each of the Knowledgebases. If the Release
                Date for each Knowledgebase is a day other than the beginning of
                a quarter, the Maintenance Fee will be prorated for the
                percentage of the quarter remaining. The Knowledgebase
                Maintenance Fee for the Prosignia II Pre-Sale Knowledgebase will
                be deferred for a period of ninety (90) days after its Releasae
                Date pending the conclusion of negotiations between Ask Jeeves
                and Customer for additional Prosignia II Pre-Sale Knowledgebase
                development. In the event the parties do not reach an agreement
                concerning future development of the Prosignia II Pre-Sale
                Knowledgebase within ninety (90) days of its Release Date,
                Customer agrees to pay Ask Jeeves the amount shown above.

        c.      USAGE FEE. Customer agrees to pay Ask Jeeves a minimum yearly
                usage fee (the "Minimum Yearly Usage Fee") of [*] dollars [*].
                The Minimum Yearly Usage Fee includes up to [*] Answers, as
                defined below. Each Answer provided in excess of [10 million]
                during any year will be billed at [*] per answer (the "Excess
                Answer Fee"), provided, however, that the total usage fee to be
                paid by Customer to Ask Jeeves during the Initial Term will not
                exceed [*] (the "Maximum Yearly Usage Fee"). Customer will not
                receive any refund of the Yearly Usage Fee if fewer than [*]
                Answers are provided. An "Answer" occurs when (a) an end user of
                the Licensed Products selects a matching question presented to
                the user in response to a user's query or (b) an alternative
                mechanism by which an end user is taken to an answer to his or
                her query on the Customer Site. The Yearly Usage Fees will be
                paid quarterly in advance. The Excess Answer Fee, if any, will
                be billed quarterly in arrears, beginning on the date that
                Customer provides in excess of [*] Answers to users of the
                Customer Site.

        d.      TRAVEL AND OUT OF POCKET EXPENSES. Customer agrees to reimburse
                Ask Jeeves for all travel expenses and out of pocket expenses at
                cost, which will not exceed Compaq's Standard Travel Guidelines
                attached as Exhibit D to this Agreement.

        e.      PAYMENT. For all invoices hereunder, payment is due forty-five
                (45) days from invoice date.

        f.      TAXES. Customer will also reimburse Ask Jeeves for any sales,
                use and similar taxes associated with the Software, except for
                taxes based on Ask Jeeves' net assets or net income. Customer
                reserves the right to promptly pay all taxes due directly to the
                applicable taxing authorities under Customer's Direct Pay Tax
                Permit.

        g.      PROFESSIONAL SERVICES. In the event Customer requests that Ask
                Jeeves perform consulting, engineering, Knowledgebase creation
                or other professional services that are beyond the scope of work
                described in this Agreement, Customer agrees 


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

                                       4.


                to pay Ask Jeeves for such professional services in accordance
                with the applicable scope-of-work at Ask Jeeves' customary
                rates, which, as of the date of this Agreement, are as follows:


                                                              
                Engineering                                       [*]
                Knowledgebase Creation                            [*]
                Consulting                                        [*]



                Ask Jeeves agrees that for the term of this Agreement (including
                any extensions) the maximum professional services fees it will
                charge will be the lesser of (i) the actual rates for such
                services charged by Ask Jeeves to its customers or (ii) the
                amounts set forth above plus [*] percent [*] per year.

6.      AUDIT RIGHTS. Each party agrees that it will keep, for a minimum of two
        (2) years, proper records and books of account relating to its
        activities under this Agreement. Once every twelve (12) months, either
        party may inspect the records of the other party to verify reports
        provided to the other, each party's compliance with its obligations
        under this Agreement 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 amounts due and
        payable for the period requested. The inspected party shall immediately
        make any overdue payments disclosed by the audit. Such inspection shall
        be at the inspecting party's expense; however, if the audit reveals
        overdue payments in excess of [*] of the payments owed to date, the
        inspected party shall immediately pay the cost of such audit, and the
        inspecting party may conduct another audit during the same twelve (12)
        month period. Each party shall, upon written request, during normal
        business hours, in accordance with Customer's standard security
        requirements, but not more frequently than once each calendar year,
        provide access to such accounting records.

7.      CUSTOMER LIAISON. Customer agrees to provide a designated employee to
        act as liaison with Ask Jeeves for the installation, and technical
        implementation and support of the QPE and the Knowledgebases. With
        respect to the maintenance of the Knowledgebases, Customer, at its
        option, may assign an individual liaison for each Customer product
        group. Customer further agrees to comply with Ask Jeeves' reasonable
        requests to modify the Customer Site (e.g. adding location tags to
        answer content) in order to maximize the efficacy of the Knowledgebases.

8.      ASK JEEVES ANSWER NETWORK. Upon future, separate mutual agreement of the
        parties, the Knowledgebases may be included in the Ask Jeeves Answer
        Network, allowing users at another website access to the publicly
        available, non-confidential portions of the Knowledgebases and
        vice-versa.


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


                                       5.



9.      TERM AND TERMINATION.

        a.      TERM. This Agreement and the licenses granted under this
                Agreement become effective as of the Effective Date and, unless
                sooner terminated as set forth in Section 9.b, below, shall
                continue in effect for a period of twelve (12) months from the
                Release Date (the "Initial Term"). Upon expiration of the
                Initial Term, this Agreement will automatically renew for
                additional twelve-month terms (the "Renewal Terms") on the terms
                and conditions set forth in this Agreement or such other terms
                and conditions as the parties may agree to in writing. Ask
                Jeeves agrees to notify Customer in writing not less than sixty
                (60) days prior to expiration of the Initial Term or any Renewal
                Term of the termination date for that term (the "Expiration
                Notice"). In the event that Ask Jeeves fails to provide Customer
                the Expiration Notice, this Agreement will terminate upon the
                expiration of the term to which it applies.

        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 either party for convenience upon thirty (30) days
                        written notice to the other party, given not more than
                        thirty (30) days prior to the expiration of the Initial
                        Term or not more than thirty (30) days prior to the
                        expiration of any quarter during a Renewal Term.

                (2)     By Ask Jeeves, upon thirty (30) days written notice, if
                        Customer fails to pay the amounts due to Ask Jeeves
                        pursuant to this Agreement;

                (3)     By either party for any material breach of this
                        Agreement, other than the failure to make payments under
                        Section 5, that is not cured within thirty (30) days 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.      RIGHTS ON TERMINATION. On termination, (a) all licenses granted
                to Customer under this Agreement cease and Customer agrees to
                promptly cease all use and reproduction of the Licensed
                Products; and (b) Customer will promptly return all copies the
                Licensed Products 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 Licensed Products as long as
                Ask Jeeves can meet the legal requirements therefor. Customer


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

                                       6.


                reserves the right to terminate Maintenance and Support Services
                without terminating the right to continue use of the licenses
                granted in the state at the time of termination.

        d.      SURVIVAL FOLLOWING TERMINATION. 3, 5, 7, 9, 10, 11, 12, 13, 14,
                15, 16 and 18 will survive termination or expiration of this
                Agreement. In addition, provisions of the Agreement which, by
                their nature, are intended to survive its termination or
                expiration, shall survive its termination or expiration.

10.     INFRINGEMENT INDEMNITY BY ASK JEEVES. Ask Jeeves indemnifies, defends
        and holds Customer harmless from and against any claims, actions or
        demands alleging that all or any of the Licensed Products infringe any
        patent, copyright, trademark, or other intellectual property right of a
        third party. If use of any or all of the Licensed Products is
        permanently enjoined for any reason, Ask Jeeves, at Ask Jeeves' option,
        and in its sole discretion, may (a) modify the Licensed Products so as
        to avoid infringement without the loss of functionality; (b) procure the
        right for Customer to continue to use the Licensed Products; or (c)
        terminate this Agreement and refund to Customer all fees paid. Ask
        Jeeves shall have no obligation under this Section 10 for or with
        respect to claims, actions or demands alleging infringement that arise
        as a result of (a) the combination of noninfringing items supplied by
        Ask Jeeves with any items not supplied by Ask Jeeves, unless prior
        approved by Ask Jeeves, (b) modification of the Licensed Products by
        Customer, unless prior approved by Ask Jeeves, or (c) continued
        allegedly infringing activity by Customer after Customer has been
        notified of possible infringement, unless approved in advance by Ask
        Jeeves.

11.     CUSTOMER DISCLAIMER AND INDEMNITY AS TO CONTENT. Ask Jeeves assumes no
        responsibility for the content of the Customer Site, and Customer agrees
        to indemnify, defend and hold Ask Jeeves harmless from and against any
        claims, actions or demands alleging that Ask Jeeves has any liability to
        any third party arising from the third party's use of the Customer Site.

12.     WARRANTIES.

        a.      PRODUCT WARRANTY. Ask Jeeves warrants that (a) it holds the
                necessary rights to provide the services set forth in this
                Agreement; (b) the media containing the Licensed Products will
                be free from defects for a period of thirty (30) days from the
                date of delivery to Customer, provided that this warranty does
                not cover defects due to Customer's misuse of the media; (c) Ask
                Jeeves is free of any obligation that would prevent it from
                entering into this Agreement, and (d) the Licensed Products will
                perform substantially in accordance with Ask Jeeves published
                documentation.

        b.      YEAR 2000 WARRANTY. Ask Jeeves warrants, at no additional cost
                to Customer and until March 31, 2001, the following under this
                Agreement:


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

                                       7.


                (i)     That the Licensed Products will accurately process,
                        calculate, compare and sequence date and time data from,
                        into and between the twentieth and twenty-first
                        centuries, including leap year calculations, when used
                        in accordance with Ask Jeeves supplied documentation. As
                        used herein, the term accurately shall mean in
                        accordance with industry standard conventions with
                        respect to the environment in which the Licensed
                        Products are operating;

                (ii)    That the Licensed Products will accurately handle dates
                        utilizing the International Standards Organization (ISO)
                        8601 standard formats, including YYYY-MM-DD; and

                (iii)   That any licensing keys contained in the Licensed
                        Products will not expire or cause the Licensed Products
                        to perform at less than full function due to the
                        Software not performing as set out herein.

                Customer's sole and exclusive remedy for Ask Jeeves' breach of
                this warranty shall be either repair or replacement of the
                non-compliant Licensed Product(s). Ask Jeeves agrees to use all
                reasonable commercial efforts to complete such repair or
                replacement within sixty (60) days of receiving written notice
                from Customer of the non-compliant Licensed Product(s). This
                warranty shall not be construed to limit any rights or remedies
                that Customer may otherwise have under this Agreement with
                respect to defects other than Year 2000 performance.

13.     DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 12, ABOVE, 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 LICENSED PRODUCTS ARE ERROR-FREE OR COMPATIBLE WITH
        ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS (b) ANY AND ALL WARRANTIES OF
        MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A
        PARTICULAR PURPOSE.

14.     LIMITATION OF LIABILITY. EXCEPT AS TO ITS INDEMNITY OBLIGATIONS UNDER
        SECTION 10, ABOVE, ASK JEEVES IS NOT LIABLE FOR ANY DIRECT, INDIRECT,
        INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF
        PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE
        GOODS INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN
        CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF ASK JEEVES OR ANY OTHER
        PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ASK JEEVES'
        LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT UNDER ANY
        CIRCUMSTANCES EXCEED THE GREATER OF THE AMOUNTS ACTUALLY PAID BY
        CUSTOMER TO ASK JEEVES OR ONE MILLION DOLLARS 


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

                                       8.


        ($1,000,000.00) (NET OF TRAVEL AND OUT OF POCKET COSTS) UNDER THIS
        AGREEMENT.

15.     EXPORT CONTROLS. Customer agrees to comply with and be responsible for
        understanding any and all export regulations and rules now in effect or
        that may be issued from time to time by the Office of Export
        Administration of the United States Department of Commerce or any other
        governmental authority that has jurisdiction relating to export laws.
        Customer agrees to comply fully and strictly with the export controls
        and laws of any country in which it does, or intends to do, business.
        Ask Jeeves agrees to provide Customer with sufficient technical
        information concerning the Licensed Products so that Customer may make
        application for a U. S. export license and Ask Jeeves agrees to assign
        any existing Ask Jeeves obtained export license for Customer's use in
        exporting the Licensed Products.

16.     CONFIDENTIALITY. All disclosures of proprietary and confidential
        information in connection with this Agreement or the transaction
        contemplated by this Agreement are governed by the terms of the
        Corporate Non Disclosure Agreement previously executed by the parties, a
        copy of which is attached as Exhibit F to this Agreement.

17.     PUBLICITY.

        a.      PRESS RELEASES AND ANNOUNCEMENTS. Ask Jeeves and Customer agree
                that upon the execution of this Agreement, Customer and Ask
                Jeeves will issue a joint press release, with text mutually
                agreed to by the parties. Thereafter, neither party shall use
                the name(s), trademark(s), tradename(s) or logo(s), whether or
                not registered, of the other party in publicity releases without
                securing the prior written approval of the other party;
                provided, however, that (i) Ask Jeeves may use Customer's name
                in its customer list; and (ii) each party may use specific
                information previously approved for public release by the other,
                without further approval. Each party agrees not to disclose to
                any third party the terms of this Agreement.

        b.      OTHER PUBLICITY. Beginning on the Release Date, Customer agrees
                to (a) mention Ask Jeeves in directly related press releases;
                (b) consider including mentions of Ask Jeeves in relevant
                promotions and advertisements and, if requested to do so by Ask
                Jeeves, not to unreasonably withhold consent; and (c)
                prominently display the "Powered by Ask Jeeves" logo on the
                question confirmation page, with a link from such logo to the
                corporate systems information page on the Ask Jeeves website.

18.     GENERAL PROVISIONS.

        a.      ASSIGNMENT. Neither party may assign, sublicense or transfer its
                rights or delegate its obligation under this Agreement without
                the other party's prior written consent, which will not be
                unreasonably withheld. This Agreement is binding on the
                successors and assigns of the parties to the Agreement.


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

                                       9.


        b.      WAIVER AND SEVERABILITY. The failure of either party to enforce
                any provision of this Agreement shall not be deemed a waiver of
                that provision or of the right of the party to thereafter
                enforce that or any other provision. In case any provision of
                this Agreement is held to be invalid, unenforceable or illegal,
                the provision will be severed from this Agreement and such
                invalidity, unenforceability or illegality will not affect any
                other provision of the Agreement.

        c.      RELATIONSHIP OF THE PARTIES. Ask Jeeves' relationship to
                Customer is that of an independent contractor. Nothing in this
                Agreement shall be deemed to create an employer/employee,
                principal/agent or joint venture relationship. Neither party
                shall have the authority to enter into any contract on behalf of
                the other party without that party's express written consent.

        d.      GOVERNING LAW. This Agreement shall be governed and construed in
                accordance with the laws of the State of New York.

        e.      ENTIRE AGREEMENT. This Agreement, along with the exhibits
                attached and referenced in this Agreement, constitutes the final
                and complete understanding between the parties and replaces and
                supercedes all previous oral or written agreements,
                understandings or arrangements between the parties with respect
                to the subject matter of this Agreement. This Agreement may not
                be amended or modified except in a writing duly executed by both
                parties.

        f.      EXHIBITS. The following exhibits are attached to the Agreement
                and incorporated by reference:

                Exhibit A      Knowledgebase Creation Services
                Exhibit B      Knowledgebase Maintenance and Update Services
                Exhibit C      Required Software Environment
                Exhibit D      Compaq Standard Travel Guidelines
                Exhibit E      Technical Support Guidelines
                Exhibit F      Mutual Non-Disclosure Agreement

        g.      NOTICES. Except as otherwise provided in this Agreement, notices
                required to be given pursuant to this Agreement shall be
                effective when received and shall be sufficient if given in
                writing and (a) hand-delivered, (b) sent by facsimile with
                confirmation of receipt, (c) sent by First Class Mail, return
                receipt requested and postage pre-paid, or (d) sent by overnight
                courier service and addressed as follows:

                To Ask Jeeves:                 Ask Jeeves, Inc.
                                               918 Parker Street
                                               Berkeley, CA 94710
                                               Attn: General Counsel

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

                                      10.


                                               Telephone: (510) 649-8685
                                               Fax: (510) 649-8633

                To Customer:                   Compaq Computer Corporation
                                               20555 S. H. 249
                                               Houston, TX 77070
                                               Attn: Legal Dept.  110701
                                               And
                                               Compaq Computer Corporation
                                               20555 S. H. 249 MC060308
                                               Houston, TX 77070
                                               Attn: Cora Nell Worthy-Blumberg
                                               Sr.  Commodity Manager,
                                               Corp.  Software Procurement
                                               Ph: 281-514-0961


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

ASK JEEVES, INC.                      COMPAQ COMPUTER CORPORATION


By:   /s/  R. W. Wrubel               By:   /s/  Kenny Kurtzman
     ------------------------------       --------------------------------------
       Robert W Wrubel, President
                                      Printed/Typed Name:   Kenny Kurtzman
                                                           ---------------------
Title:  President                     Title:  V.P. and General Manager Compaq
      -----------------------------         ------------------------------------


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



                                      11.



                                   EXHIBIT A1

           [*]

           Style Guidelines

           [*]

           Customer Extranet

           [*]

                        Knowledgebase Creation Schedule
   
           It is expected that the Knowledgebase ("KB") creation and
           implementation activities will be conducted according to the schedule
           below. This schedule may be changed jointly by Ask Jeeves and
           Customer. Ask Jeeves will post the most up-to-date version of the
           schedule to the Customer Extranet.
    

           [*]


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


                                      12.


                                   EXHIBIT A2

           [*]

           Style Guidelines

           [*]

           Customer Extranet

           [*]

                        Knowledgebase Creation Schedule

   
           It is expected that the Knowledgebase ("KB") creation and
           implementation activities will be conducted according to the schedule
           below. This schedule may be changed jointly by Ask Jeeves and
           Customer. Ask Jeeves will post the most up-to-date version of the
           schedule to the Customer Extranet.
    
           [*]


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


                                      13.


                                   EXHIBIT A3

           [*]

           Style Guidelines

           [*]

           Customer Extranet

           [*]

                        Knowledgebase Creation Schedule
   
           It is expected that the Knowledgebase ("KB") creation and
           implementation activities will be conducted according to the
           schedule below. This schedule may be changed jointly by Ask Jeeves
           and Customer. Ask Jeeves will post the most up-to-date version of
           the schedule to the Customer Extranet.
    
           [*]



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


                                      14.


                                    EXHIBIT B


                 Knowledgebase Maintenance and Update Services

[*]

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


                                      15.


                                    EXHIBIT C

                          Required Software Environment

The Ask Jeeves software requires the following software environment:

        a.      Windows NT Server 4.0 operating system, with Service Pack 4
                installed

        b.      Microsoft Internet Information Server (IIS) 4.0

Ask Jeeves is compiled to run on Intel Pentium II CPUs, and has been deployed on
both single and dual processor systems. Minimum system requirements are:

        c.      400MHz (or higher) Intel Pentium II processor (dual processors
                recommended)

        d.      512 MBRAM

        e.      9 GB Hard Disk

        f.      Fast Ethernet Hardware (100 Mbps)

The Ask Jeeves software is comprised of several dynamic link library (DLL)
files, some HTML files, and several Active Server Page (ASP) files. The ASP
files are a mixture of HTML and Visual Basic Script (VBScript) language
routines. The DLLs encapsulate the Ask Jeeves linguistic and matching
algorithms, while the ASP files embody the user interface.


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


                                      16.



                                    EXHIBIT D

                                ASK JEEVES-COMPAQ
                          COMPAQ TRAVEL GUIDELINES FOR
                           CONTRACTORS AND CONSULTANTS
                                  4/98 revision

This document describes guidelines to be used by Ask Jeeves (`Contractors and
Consultants") who are providing a service to Compaq when travel expenses are
reimbursable. Travel expenses require prior approval of Compaq Computer Company
("Compaq"). Approved expenses shall be detailed separately on invoicing.

COMPAQ TRAVEL SERVICES

Compaq Travel Services (CTS) has been established by Compaq to help reduce
overall travel costs. Contract rates with travel suppliers are maintained via
our on-site agency. CTS should be used by Contractors and Consultants whenever
possible, unless Contractor/Consultant rates are lower. All airline reservations
should be made via CTS using Compaq's preferred carriers. CTS is also available
to assist with car rentals and hotel reservations. Reservations may be made with
CTS during regular business hours (7:30 a.m. to 6:00 p.m. Central Time, Monday -
Friday) by calling 281-518-7770.

AIR TRAVEL

Compaq has agreement in place with various airlines for travel within the United
States and around the world.

Coach Class is the appropriate choice for a domestic travel. Business Class is
appropriate only for international travel, recognizing that Coach Class may be
necessary if Business is unavailable. CTS will provide the most economical means
of booking.

Consistent with reasonable planning, air travel should generally be booked at
the lowest available rate within the required time constraints. The use of
restricted fares (non-refundable tickets) can result in substantial savings and
is encouraged if travelers are certain of their schedules.

The cost of upgrading beyond the Guidelines stated above is not considered a
reimbursable expense.

LODGING

Compaq has select agreements in place with hotel properties throughout the
United States and around the world. A single room with private bath in a
business class hotel or motel should be requested.

It is recommended that Contractor or Consultant calls CTS for reservations in
order to secure Compaq rates. If not possible, request Compaq Contractor rates.

Should an extended stay be required at any location, long-term, apartment-style
lodging should be investigated.

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

                                      17.



GROUND TRANSPORTATION, GASOLINE, PARKING AND TOLLS

Fuel expenses, parking and tolls are reimbursable. An original receipt is
required for reimbursement of expenses of $15.00 or more.

Compaq has a worldwide agreement in place for car rental requirements. Rental
cars are to be returned with a full tank of gasoline.

CTS can provide information pertaining to alternate ground transportation
requirements, such as taxis or limousines.

MEALS

Because the cost of meals varies widely according to location and environment,
there are no guidelines on dollars per meal or dollars per day. However,
Contractor/Consultant personnel are expected to exercise prudence. Original
receipts must be submitted with the Expense Statement for meals costing $15.00
or more.

TELEPHONE CALLS

While traveling, business calls specifically relevant to the scope of Compaq
business are reimbursable. For extended stay, one (1) personal call per day
domestically or three (3) personal calls per week for international travel is
considered reasonable and shall be reimbursable.

NON-REIMBURSABLE EXPENDITURES

The following miscellaneous items are expenses that will not be considered for
reimbursement:

-     Travel expenses for spouse or companion

-     Personal portion of trip when combined with Compaq business

-     Non-Compaq business portion of trip when combined with Compaq business

-     Personal grooming items

-     Flight insurance

-     Airline or rental club dues

-     In-room hotel movies

-     Personal (or other non-Compaq) mail or packages

-     Items for personal use

-     Over weight luggage fees

-     Drugs (prescription or over-the-counter)

-     Sundries such as candy, gum, tobacco

-     Newspapers of magazines

-     Haircuts, shoe shines

-     Spa, gym or golf fees

-     Entertainment (movies, theater tickets, sporting events)

-     Gifts

-     In-flight movies


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

                                      18.


                                    EXHIBIT E

                          Technical Support Guidelines

1.      Definitions.

        (a)     Hours of Operation. Ask Jeeves will provide Customer with 7X24
                support as set forth herein.

        (b)     Problem. Any error, bug, or malfunction that makes any feature
                of the Ask Jeeves Service perform unpredictably or otherwise
                become intermittently available, or that causes the Service to
                have a material degradation in response time performance.

        (c)     Severe Problem. Any error, bug or malfunction that causes the
                Ask Jeeves Service to become inaccessible to Customer and its
                end-users, or that causes any feature of the Service to become
                continuously unavailable.

        (d)     Enhancement Request. A request by Customer to incorporate a new
                feature or enhance an existing feature of the Service (exclusive
                of maintenance of the Knowledgebase.)

        (e)     Fix. A correction, fix, alteration or workaround that solves a
                Problem or a Severe Problem.

2.      Contact Points.

        (a)     Customer Technical Support Personnel. Customer will designate no
                more than three Customer employees as qualified to contact Ask
                Jeeves for technical support.

        (b)     Ask Jeeves Technical Support Personnel. Ask Jeeves will ensure
                that its technical support personnel are adequately trained to
                provide technical support to Customer. Ask Jeeves will provide
                Customer with a web interface or an email address (the "Support
                Address") as well as a pager number (the "Support Pager") for
                contacting the Ask Jeeves Technical Support Personnel no later
                than one week prior to the Launch Date. Ask Jeeves will provide
                Customer with contact information for executive escalation no
                later than one week prior to the Launch Date. Ask Jeeves may
                change its designated Technical Support Personnel and the
                executive escalation personnel at its discretion with reasonable
                notice to Customer.

3.      Support Procedures.

        (a)     All Problems reported by Customer Technical Support Personnel to
                Ask Jeeves must be submitted via web site or email to the
                Support Address.

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

                                      19.



        (b)     If Customer believes it is reporting a severe problem, Customer
                will accompany its web site or email request with a page to the
                Support Pager.

        (c)     Upon receiving a report from Customer, Ask Jeeves will determine
                whether the request is a Problem, a Severe Problem or an
                Enhancement Request. Ask Jeeves will respond to the request and
                use reasonable commercial efforts to provide a Fix as described
                in the response table, below.

        (d)     Ask Jeeves will use commercially reasonable efforts to inform
                Customer Technical Support Personnel of Fixes.

4.      Support Levels.

        (a)     Customer will provide technical support to end users who email
                or otherwise contact Customer directly with questions about the
                Customer Site or the Service. Customer will use commercially
                reasonable efforts to Fix any Problems without escalation to Ask
                Jeeves.

        (b)     Ask Jeeves will provide the following technical support solely
                to Customer Technical Support Personnel.



RECEIPT OF EMAIL                     TYPE OF EMAIL                TARGET RESPONSE                   TARGET FIX TIME AND
REQUEST                              REQUEST                      TIME FROM EMAIL                   REPORTING
                                                                  RECEIPT
                                                                                           
During business hours or other       Problem                      Within one business day           Commercially reasonable best
times                                                                                               efforts with weekly status
                                                                                                    reports to Customer
During the hours of 8:00 a.m.  and   Severe Problem               Within four hours                 Commercially reasonable best
6:00 p.m.  Pacific time                                                                             efforts with daily status
                                                                                                    reports to Customer
During other times                   Severe problem               Within four hours                 Commercially reasonable best
                                                                                                    efforts with daily status
                                                                                                    reports to Customer
During business hours or other       Enhancement Requests         Within five business days         At Ask Jeeves discretion
times


        (c)     In the event Ask Jeeves does not respond to Customer within the
                target response time from email receipt set froth above, then
                Customer may contact the following Ask Jeeves executive
                escalation personnel in order:

           Project Manager


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


                                      20.



                     Lauren Guzak, [lauren@ask.com, 510/649-2184]

           General Manager, Corporate Systems

                     Fadi Samaha,   [*]

           Chief Technical Officer

                     David Warthen,  [*]

           Chief Executive Officer

                     Robert Wrubel,  [*]


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


                                      21.


                                    EXHIBIT F

                         Mutual Non-Disclosure Agreement

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


                                      22.



                        MUTUAL NON-DISCLOSURE AGREEMENT


Effective Date:  February 1, 1999

In order to protect certain Confidential Information, Compaq Computer
Corporation and its wholly owned subsidiaries ("COMPAQ"), and the "Participant"
identified below, agree that:

1. DISCLOSING PARTY: The party disclosing Confidential Information

("Discloser") is both parties
(Note:  Fill in "COMPAQ", "Participant", or "both parties".)

2. REPRESENTATIVES: Each party's representative for coordinating disclosure or
receipt of Confidential Information is:

COMPAQ     /s/Seth Romanow
          ----------------------------------------------------
Participant:         /s/ Dan Miller
              ------------------------------------------------

3. DESCRIPTION OF CONFIDENTIAL INFORMATION: The Confidential Information
disclosed under this Agreement is described as:

COMPAQ Compaq.com and Compaq intranet information and related data not publicly
available. Compaq intranet/internet configuration, related software/equipment
support structure, network configuration and related data, pre-release Compaq
product information.

Participant Ask Jeeves technology, research and development and business plans
(Note: Be specific: for example, individually list materials provided, if
necessary. Please attach additional sheets referencing this Agreement and signed
by the parties.)

4. RESTRICTIONS: The party receiving Confidential Information ("Recipient")
shall maintain the Confidential Information in confidence and disclose the
Confidential Information only to its employees, subcontractors, and consultants
that have a need to know such Confidential Information in order to fulfill the
purpose described below provided that Recipient shall first have entered into a
confidentiality agreement with such employees, subcontractors, and consultants
that is substantially similar to this. Recipient shall make use of the
Confidential Information only for the following purpose (check one):

[ ]  Evaluation in anticipation of a business relationship between the parties.

[ ]  Developing a proposal for Discloser.

[ ]  Modification of Recipient's product to enhance compatibility with 
     Discloser's product.

[X]  Furthering the business relationship between the parties.

[ ]  Other 
           ---------------------------------------------------------------------

--------------------------------------------------------------------------------
(Requires approval from Compaq's legal dept. Be specific. If necessary, please
attach additional sheet referencing this Agreement and signed by the parties.)


5. CONFIDENTIALITY PERIOD: This Agreement and Recipient's duty to protect
Confidential Information expires three (3) years from the date of receipt of
Confidential Information.

6. DISCLOSURE PERIOD: This Agreement applies to Confidential Information
described in Paragraph 3 that is disclosed between the Effective Date and two
(2) years thereafter.

7. STANDARD OF CARE: Recipient shall protect the disclosed Confidential
Information by using the same degree of care as Recipient

                           COMPAQ COMPUTER CORPORATION
                          20555 SH 249, P.O. Box 692000
                             Houston, TX 77269-2000

By    /s/H. Seth Romanow                                                
   -----------------------------------------------------
Printed Name         H. Seth Romanow                                    
               -----------------------------------------
Title      Director, Internet/Marketing                                 
          ----------------------------------------------

uses to protect its own Confidential Information _________ less than a
reasonable degree of care to prevent the unauthorized use, disclosure,
dissemination, or publication of the Confidential Information.

8. MARKETING: Recipient's obligations shall only extend to Confidential
Information that is described in Paragraph 3, and that: (a) is marked as
confidential at the time of disclosure; or (b) is unmarked (e.g. orally
disclosed) but treated as confidential at the time of disclosure, and is
designated as confidential in a written memorandum sent to Recipient's
representative within thirty (30) days of disclosure, summarizing the
Confidential Information sufficiently for identification.

9. EXCLUSIONS: This Agreement imposes no obligation upon Recipient with respect
to Confidential Information that: (a) was rightfully in Recipient's possession
before receipt from Discloser; (b) is or becomes a matter of public knowledge
through no fault of Recipient; (c) is rightfully received by Recipient from a
third party without a duty of confidentiality; (d) is disclosed by Discloser to
a third party without a duty of confidentiality on the third party; (e) is
independently developed by Recipient; (f) must be disclosed under operation of
law or regulation; or (g) is disclosed by Recipient with Discloser's prior
written approval.

10. WARRANTY: Each Discloser warrants that it has the right to make the
disclosures under this Agreement. NO OTHER WARRANTIES, INCLUDING WARRANTIES
AGAINST INFRINGEMENT, ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY
INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED "AS IS".

11. RIGHTS: Neither party acquires any intellectual property rights under this
Agreement except the limited rights necessary to carry out the Purpose set forth
in Paragraph 4. This Agreement shall not restrict reassignment of Recipient's
employees.

12. EXPORT LAWS AND REGULATIONS: The parties agree to adhere to all applicable
U.S. Export Laws and Regulations and that absent any required prior
authorization from the Office of Export Licensing. U.S. Department of Commerce,
they will knowingly export or re-export (as defined in Part 779 of the Export
Administration Regulations), directly or indirectly, through their affiliates,
licensees, or subsidiaries, any of the Confidential Information (or any product,
process, or service resulting directly therefrom) to any country restricted by
U.S. law or governmental order.

13. ECONOMIC ESPIONAGE ACT: The Confidential Information disclosed under this
Agreement is subject to the provisions of the Economic Espionage Act of 1995.

14. MISCELLANEOUS:

14a. This Agreement imposes no obligation on either party to purchase, transfer
or otherwise dispose of any technology, services or products.

14b. This Agreement does not create any agency or partnership relationship. Each
party is responsible for its own expenses incurred as a result of any
discussions between the parties.

14c. This Agreement embodies the entire understanding between the parties
pertaining to the subject matter hereof. Any additions or modifications to this
Agreement must be made in writing and must be signed by both parties. Facsimile
signatures are deemed equivalent to original signatures for purposes of this
Agreement.

14d. This Agreement shall be construed according to the substantive laws of the
State of Texas, U.S.A.

                                   PARTICIPANT

Name       Ask Jeeves, Inc.                                             
       -----------------------------------------------------------------
                              (Name of Participant)

Address    918 Parker St.                                               
       -----------------------------------------------------------------

           Berkeley, CA  94710                                          
       -----------------------------------------------------------------
                            (Address of Participant)

By         /s/ Dan Miller                                               
       -----------------------------------------------------------------
                      (Signature of Authorized Participant)

Printed Name         Dan Miller                                         
       -----------------------------------------------------------------

Title      EVP                                                          
       -----------------------------------------------------------------

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



                                      23.