As filed with the Securities and Exchange Commission on May 10, 1999

Registration No. 333-77539



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASK JEEVES, INC.
(Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                          7375                  94-3256053
 (State or other jurisdiction    (Primary Standard Industrial   (I.R.S. Employer
              of
incorporation or organization)       Classification Code)        Identification
                                                                      No.)


918 PARKER STREET
BERKELEY, CALIFORNIA 94710
(510) 649-8685

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)


ROBERT W. WRUBEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ASK JEEVES, INC.
918 PARKER STREET
BERKELEY, CALIFORNIA 94710
(510) 649-8685

(Name, address, including zip code, and
telephone number, including area code, of agent for service)


COPIES TO:

  ANDREI M. MANOLIU, ESQ.                  JAMES N. STRAWBRIDGE, ESQ.
  MICHAEL L. WEINER, ESQ.                    JON C. GONZALES, ESQ.
     Cooley Godward LLP                 Wilson Sonsini Goodrich & Rosati
   Five Palo Alto Square                    Professional Corporation
    3000 El Camino Real                        650 Page Mill Road
Palo Alto, California 94306               Palo Alto, California 94304
       (650) 843-5000                            (650) 493-9300

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: / /

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

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

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

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


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




EXPLANATORY NOTE

This Amendment No. 1 to the Form S-1 Registration Statement is being filed for the sole purpose of filing additional exhibits.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of common stock being registered. All amounts are estimates.

SEC registration fee............................................................  $  11,510
NASD Filing fee.................................................................      4,640
Nasdaq National Market listing fee..............................................      1,000
Printing and engraving expenses.................................................    200,000
Legal fees and expenses.........................................................    400,000
Accounting fees and expenses....................................................    350,000
Blue sky fees and expenses......................................................     10,000
Transfer agent fees.............................................................     10,000
Miscellaneous fees and expenses.................................................    112,850
                                                                                  ---------
  Total.........................................................................  $1,100,000
                                                                                  ---------
                                                                                  ---------

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes a court to award, or a corporation's board of directors to grant indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act.

As permitted by the DGCL, our Amended and Restated Certificate of Incorporation, which will become effective upon the closing of this offering, includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to us or our stockholders; (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL regarding unlawful dividends and stock purchases; or (4) for any transaction from which the director derived an improper personal benefit.

As permitted by the DGCL, our Amended and Restated Certificate of Incorporation and/or our Bylaws, which will become effective upon the closing of this offering, provide that (1) we are required to indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain very limited exceptions; (2) we are permitted to indemnify our other employees to the extent that we indemnify our officers and directors, unless otherwise required by law, our Amended and Restated Certificate of Incorporation, our Bylaws or agreements; (3) we are required to advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to certain very limited exceptions; and
(4) the rights conferred in our Bylaws are not exclusive.

Prior to the closing of this offering, we intend to enter into Indemnity Agreements with each of our current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our Amended and Restated Certificate of Incorporation and our Bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Company regarding which

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indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

With approval by the Board, we expect to obtain directors' and officers' liability insurance. Reference is made to the Underwriting Agreement contained in Exhibit 1.1 hereto, which contains provisions indemnifying our officers and directors against certain liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since the Company's inception on June 13, 1996, the Company has issued and sold the following unregistered securities:

1. Prior to the completion of this offering, the Company intends to effect a one-for-two reverse stock split of its outstanding common stock in which each two outstanding shares of common stock will be split into one share of common stock.

2. On June 17, 1996, the Company issued 1,500,000 shares of its common stock to Garrett Gruener in consideration of the assets of Cameo Technology, Inc. a company owned by Garrett Gruener, and $20,000 pursuant to the Asset Purchase Agreement and Plan on Reorganization by and between the Company and Cameo Technology, Inc.

3. On June 17, 1996, the Company issued 900,000 shares of its common stock to David Warthen in consideration of $20,000.

4. From inception through April 30, 1999, the Company granted options to purchase 6,403,354 shares of common stock at a weighted average exercise price of $2.00 per share to employees, consultants, directors and other service providers pursuant to its 1996 Option Plan and issued an aggregate of 1,036,939 shares of its common stock to employees, consultants, directors and other service providers for aggregate consideration of approximately $86,348 pursuant to exercises of options granted under the 1996 Option Plan.

5. From inception through April 30, 1999, the Company granted options to purchase 579,998 shares of common stock at a weighted average exercise price of $0.41 per share to employees and consultants pursuant to option agreements outside of the 1996 stock Option Plan and issued an aggregated 390,540 shares of its common stock to employees, consultants, directors and other service providers for aggregate consideration of approximately $1,406 pursuant to exercise of such options outside of the 1996 Option Plan.

6. In August 1997, the Company issued 1,083,498 shares of common stock at a purchase price of $0.23 and warrants to purchase 541,749 shares of common stock to two investors. The warrants have a per share exercise price of $0.23 per share.

7. In April 1998, the Company issued 32,600 shares of common stock to an independent contractor for services performed. The Company imputed a value for the services of $13,221, of which $5,700 was paid in cash, and the remainder was allocated to the shares issued.

8. In November 1997, the Company issued 12,000 shares of common stock in exchange for assets valued at $.23 per share.

9. In December 1997, the Company issued 541,829 shares of common stock for an aggregate purchase price of $249,241 or $.46 per share to one investor.

11. In May, June and July 1998, the Company issued warrants exercisable into 21,500 shares of common stock to a consultant for services performed. The warrants are exercisable into shares of common stock at a per share exercise prices of $.53.

12. In June 1998, the Company issued and sold an aggregate of 2,148,807 shares of its common stock for an aggregate purchase price of approximately $1,138,868 or $.53 per share to 16 investors.

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13. In September 1998, the Company issued and sold 1,855,415 shares of its common stock for an aggregate purchase price of approximately $983,370 or $.73 per share to 11 investors.

14. In November 1998 and January 1999, the Company issued and sold 3,709,884 shares of its Series A preferred stock for an aggregate purchase price of approximately $7,642,361 or $2.06 per share to 25 investors.

15. In December 1998, the Company issued warrants to purchase 17,500 shares of common stock to our landlord in partial consideration for lease obligations. The warrants were exercised in April 1999.

16. In February and March 1999, the Company issued and sold 5,775,806 shares of its Series B Preferred Stock for an aggregate purchase price of approximately $25,009,239, or $4.33 per share to 44 investors.

17. In March 1999, the Company issued a warrant exercisable into 2,500 shares of common stock to a consultant for services performed. The warrant is exercisable into shares of common stock at a per share exercise price of $4.32.

18. On April 16, 1999, the Company issued 450,000 shares of common stock in consideration of, among other things, certain assets relating to Lumina Decision Systems, Inc., pursuant to the Asset Purchase Agreement by and between the Company and Lumina Decision Systems.

The sale of the above securities was deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or transactions pursuant to compensation benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of securities in each such transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions. All recipients had adequate access, through their relationships with us, to information about Ask Jeeves.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

  EXHIBIT                                                 DESCRIPTION
-----------  ------------------------------------------------------------------------------------------------------
    1.1*     Form of Underwriting Agreement.
    3.1**    Form of Certificate of Incorporation of the Registrant.
    3.2**    Certificate of Merger to be filed with the Secretary of State of the State of Delaware on            ,
             1999.
    3.3**    Form of Certificate of Incorporation of the registrant to be filed on the closing of the offering made
             hereby.
    3.4**    Bylaws of the Registrant.
    4.1      Reference is made to Exhibits 3.1, 3.2 and 3.3 hereof.
    4.2*     Specimen Certificate for Registrant's Common Stock.
    4.3      Warrant to purchase 15,000 shares of Common Stock granted by the Registrant to Antenna Group PR dated
             as of June 30, 1998.
    4.4      Warrant to purchase 20,000 shares of Common Stock granted by the Registrant to Antenna Group PR dated
             as of July 31, 1998.
    4.5      Warrant to purchase 8,000 shares of Common Stock granted by the Registrant to Antenna Group PR dated
             as of May 31, 1998.
    4.6      Warrant to purchase 5,000 shares of Common Stock granted by the Registrant to Soren Jacobsen dated as
             of March 10, 1999.
    5.1*     Opinion of Cooley Godward LLP.

II-3


  EXHIBIT                                                 DESCRIPTION
-----------  ------------------------------------------------------------------------------------------------------
   10.1**    Amended and Restated 1996 Equity Incentive Plan.
   10.2**    Form of Option Agreement for the Amended and Restated 1996 Equity Incentive Plan.
   10.3**    1999 Equity Incentive Plan.
   10.4**    Form of Option Agreement for the 1999 Equity Incentive Plan.
   10.5**    1999 Employee Stock Purchase Plan.
   10.6      Commercial Office Lease by and between Eat/Work Development, L.P. and the Roda Group Venture
             Development Company dated as of August 20, 1997.
   10.7      Commercial Office Lease by and between Eat/Work Development, L.P. and the Roda Development Company
             dated as of August 14, 1998.
   10.8      Commercial Office Lease by and between Eat/Work Development, L.P. and the Roda Development Company
             dated as of November 15, 1998.
   10.9      Commercial Office Lease by and between Eat/Work Development, L.P. and the Registrant dated as of May
             15, 1998.
   10.10     Lease Agreement by and between Parker Associates and the Registrant dated as of January 26, 1999.
   10.11     Assignment and Assumption of Standard Commercial Office Lease for Eat/Work Development by and between
             The Roda Group Venture Development Company, L.L.C. and the Registrant dated as of January 1, 1999
             (relating to 918 Parker Street, Suite A-14, Berkeley, California).
   10.12     Assignment and Assumption of Standard Commercial Office Lease for Eat/Work Development by and between
             The Roda Group Venture Development Company, L.L.C. and the Registrant dated as of January 1, 1999
             (relating to 918 Parker Street, Suite A-1-1 and A-1-2, Berkeley, California).
   10.13+    License Agreement between the Registrant and Compaq Computer Corporation dated as of October 2, 1998.
   10.14+**  License and Development Agreement between the Registrant and Compaq Computer Corporation dated as of
             March 31, 1999.
   10.15**   Consulting Services Agreement by and between the Registrant and The Roda Development Group dated as of
             December 14, 1998.
   10.16**   Offer letter by and between the Company and M. Bruce Nakao dated as of April 16, 1999.
   10.17**   Offer letter by and between the Registrant and Laurence Fishkin dated as of January 11, 1999.
   10.18**   Offer letter by and between the Registrant and Edward Briscoe III dated as of January 18, 1999.
   10.19**   Offer letter by and between the Registrant and Frank Vaculin dated as of January 5, 1999.
   10.20     Offer letter by and between the Registrant and Robert W. Wrubel dated as of May 22, 1998.
   10.21     Common Stock and Warrant Purchase Agreement by and between the Registrant, and each of Daniel H.
             Miller, Roger A. Strauch and the Roda Group Venture Development Company, LLC. dated as of August 20,
             1997.
   10.22**   Common Stock Subscription Agreement, by and between the Registrant and certain investors of the
             Registrant dated as of June 26, 1998.
   10.23**   Common Stock Subscription Agreement, by and between the Registrant and certain investors of the
             Registrant dated as of August 31, 1998.
   10.24**   Series A Preferred Stock Purchase Agreement by and between the Registrant and certain investors of the
             Registrant dated as of November 13, 1998.

II-4


  EXHIBIT                                                 DESCRIPTION
-----------  ------------------------------------------------------------------------------------------------------
   10.25**   Series B Preferred Stock Purchase Agreement by and between the Registrant and certain investors of the
             Registrant dated as of February 24, 1999.
   10.26+**  Asset Purchase Agreement by and between the Registrant and Lumina Decision Systems, Inc. dated as of
             April 16, 1999.
   10.27     Form of Indemnity Agreement by and between the Registrant and each of its directors and executive
             officers.
   23.1      Consent of Ernst & Young LLP.
   23.2*     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
   24.1**    Power of attorney. Reference is made to Page II-6.
   27.1**    Financial Data Schedule.


+ Certain portions of this document have been omitted pursuant to a confidential treatment request.

* To be filed by amendment.

** Previously filed.

(b) FINANCIAL STATEMENT SCHEDULES.

All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the combined financial statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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

The undersigned Registrant hereby undertakes that:

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

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

II-5


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berkeley, State of California, on May 10, 1999.

ASK JEEVES, INC.

By:             /s/ ROBERT W. WRUBEL
     -----------------------------------------
                  Robert W. Wrubel
       PRESIDENT AND CHIEF EXECUTIVE OFFICER

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

          SIGNATURE                       TITLE                    DATE
------------------------------  --------------------------  -------------------

PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER:

     /s/ ROBERT W. WRUBEL
------------------------------  President, Chief Executive     May 10, 1999
       Robert W. Wrubel           Officer and Director

PRINCIPAL ACCOUNTING OFFICER:

   */s/ CHRISTINE M. DAVIS
------------------------------  Controller                     May 10, 1999
      Christine M. Davis

ADDITIONAL DIRECTORS:

    */s/ ROGER A. STRAUCH
------------------------------  Chairman of the Board of       May 10, 1999
       Roger A. Strauch           Directors

*/S/ A. GEORGE ("SKIP") BATTLE
------------------------------  Director                       May 10, 1999
   A. George ("Skip") Battle

    */s/ BENJAMIN M. ROSEN
------------------------------  Director                       May 10, 1999
      Benjamin M. Rosen

     */s/ DANIEL J. NOVA
------------------------------  Director                       May 10, 1999
        Daniel J. Nova

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          SIGNATURE                       TITLE                    DATE
------------------------------  --------------------------  -------------------

    */s/ GEOFFREY Y. YANG
------------------------------  Director                       May 10, 1999
       Geoffrey Y. Yang

     */s/ GARRETT GRUENER
------------------------------  Director                       May 10, 1999
       Garrett Gruener

*By:    /s/ ROBERT W. WRUBEL
      -------------------------
          Robert W. Wrubel
          ATTORNEY-IN-FACT

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EXHIBIT INDEX

  EXHIBIT                                                 DESCRIPTION
-----------  ------------------------------------------------------------------------------------------------------
    1.1*     Form of Underwriting Agreement.

    3.1**    Form of Certificate of Incorporation of the Registrant.

    3.2**    Certificate of Merger to be filed with the Secretary of State of the State of Delaware on            ,
             1999.

    3.3**    Form of Certificate of Incorporation of the registrant to be filed on the closing of the offering made
             hereby.

    3.4**    Bylaws of the Registrant.

    4.1      Reference is made to Exhibits 3.1, 3.2 and 3.3 hereof.

    4.2*     Specimen Certificate for Registrant's Common Stock.

    4.3      Warrant to purchase 15,000 shares of Common Stock granted by the Registrant to Antenna Group PR dated
             as of June 30, 1998.

    4.4      Warrant to purchase 20,000 shares of Common Stock granted by the Registrant to Antenna Group PR dated
             as of July 31, 1998.

    4.5      Warrant to purchase 8,000 shares of Common Stock granted by the Registrant to Antenna Group PR dated
             as of May 31, 1998.

    4.6      Warrant to purchase 5,000 shares of Common Stock granted by the Registrant to Soren Jacobsen dated as
             of March 10, 1999.

    5.1*     Opinion of Cooley Godward LLP.

   10.1**    Amended and Restated 1996 Equity Incentive Plan.

   10.2**    Form of Option Agreement for the Amended and Restated 1996 Equity Incentive Plan.

   10.3**    1999 Equity Incentive Plan.

   10.4**    Form of Option Agreement for the 1999 Equity Incentive Plan.

   10.5**    1999 Employee Stock Purchase Plan.

   10.6      Commercial Office Lease by and between Eat/Work Development, L.P. and the Roda Group Venture
             Development Company dated as of August 20, 1997.

   10.7      Commercial Office Lease by and between Eat/Work Development, L.P. and the Roda Development Company
             dated as of August 14, 1998.

   10.8      Commercial Office Lease by and between Eat/Work Development, L.P. and the Roda Development Company
             dated as of November 15, 1998.

   10.9      Commercial Office Lease by and between Eat/Work Development, L.P. and the Registrant dated as of May
             15, 1998.

   10.10     Lease Agreement by and between Parker Associates and the Registrant dated as of January 26, 1999.

   10.11     Assignment and Assumption of Standard Commercial Office Lease for Eat/Work Development by and between
             The Roda Group Venture Development Company, L.L.C. and the Registrant dated as of January 1, 1999
             (relating to 918 Parker Street, Suite A-14, Berkeley, California).

   10.12     Assignment and Assumption of Standard Commercial Office Lease for Eat/Work Development by and between
             The Roda Group Venture Development Company, L.L.C. and the Registrant dated as of January 1, 1999
             (relating to 918 Parker Street, Suite A-1-1 and A-1-2, Berkeley, California).


  EXHIBIT                                                 DESCRIPTION
-----------  ------------------------------------------------------------------------------------------------------
   10.13+    License Agreement between the Registrant and Compaq Computer Corporation dated as of October 2, 1998.

   10.14+**  License and Development Agreement between the Registrant and Compaq Computer Corporation dated as of
             March 31, 1999.

   10.15**   Consulting Services Agreement by and between the Registrant and The Roda Development Group dated as of
             December 14, 1998.

   10.16**   Offer letter by and between the Company and M. Bruce Nakao dated as of April 16, 1999.

   10.17**   Offer letter by and between the Registrant and Laurence Fishkin dated as of January 11, 1999.

   10.18**   Offer letter by and between the Registrant and Edward Briscoe III dated as of January 18, 1999.

   10.19**   Offer letter by and between the Registrant and Frank Vaculin dated as of January 5, 1999.

   10.20     Offer letter by and between the Registrant and Robert W. Wrubel dated as of May 22, 1998.

   10.21     Common Stock and Warrant Purchase Agreement by and between the Registrant, and each of Daniel H.
             Miller, Roger A. Strauch and the Roda Group Venture Development Company, LLC. dated as of August 20,
             1997.

   10.22**   Common Stock Subscription Agreement, by and between the Registrant and certain investors of the
             Registrant dated as of June 26, 1998.

   10.23**   Common Stock Subscription Agreement, by and between the Registrant and certain investors of the
             Registrant dated as of August 31, 1998.

   10.24**   Series A Preferred Stock Purchase Agreement by and between the Registrant and certain investors of the
             Registrant dated as of November 13, 1998.

   10.25**   Series B Preferred Stock Purchase Agreement by and between the Registrant and certain investors of the
             Registrant dated as of February 24, 1999.

   10.26+**  Asset Purchase Agreement by and between the Registrant and Lumina Decision Systems, Inc. dated as of
             April 16, 1999.

   10.27     Form of Indemnity Agreement by and between the Registrant and each of its directors and executive
             officers.

   23.1      Consent of Ernst & Young LLP.

   23.2*     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

   24.1**    Power of attorney. Reference is made to Page II-6.

   27.1**    Financial Data Schedule.


+ Certain portions of this document have been omitted pursuant to a confidential treatment request.

* To be filed by amendment.

** Previously filed.


WARRANT

THE SECURITIES REPRESENTED BY OR UNDERLYING THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AND PURCHASED PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN AUGUST 20, 1997 COMMON STOCK AND WARRANT TO PURCHASE COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.

No. Series 98-2 15,000

WARRANT TO PURCHASE COMMON STOCK

ASK JEEVES, INC. a California corporation (the "Corporation"), hereby grants to Antenna Group PR (the "Holder"), the right to purchase from the Corporation fifteen thousand (15,000) shares of the common stock of the Corporation (the "Warrant Shares"), subject to the terms and conditions set forth below. This Warrant is issued in exchange for Public Relations efforts undertaken on behalf of the Company during the month of June, 1998.

1. TERM. This Warrant may be exercised, as set forth in Section 3, at any time through June 30, 2003 (the "Exercise Period").

2. PURCHASE PRICE. The purchase price for each share of the Corporations' common stock purchasable hereunder shall be $0.2641 per share (subject to adjustments for stock splits, combinations and the like).

3. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part, but not for less than Ten Thousand (10,000) Warrant Shares (or such lesser number of Warrant Shares as may at the end of the time of exercise constitute the maximum number exercisable) and in excess of 10,000 Warrant Shares in increments of 1,000 Warrant Shares. It is exercisable, subject to the satisfaction of applicable securities laws, at any time during the Exercise Period by the surrender of the Warrant to the Corporation at its principal office together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, accompanied by payment in full of the amount of the aggregate Exercise Price of the Warrant Shares in immediately available funds.

4. FRACTIONAL INTEREST. The Corporation shall not be required to issue an fractional shares on the exercise of this Warrant.

5. WARRANT CONFERS NO RIGHTS OF SHAREHOLDER. The Holder shall not have any rights as a shareholder of the Corporation with regard the Warrant Shares prior to actual exercise resulting in the purchase of the Warrant Shares.

6. INVESTMENT REPRESENTATION. Neither this Warrant nor the Warrant Shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as of the date of this Warrant and at

1.


the time of exercise (a) he has acquired this Warrant or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view to distribution and such Warrant Shares will not be registered under the Securities Act and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be issued to the Holder by the Corporation in connection with the issuance of such Warrant Shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OF LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OF HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.

7. RESERVATION OF SHARES. The Corporation agrees at all times during the Exercise Period to have authorized and reserved, for the exclusive purpose of issuance and delivery upon exercise of this Warrant, a sufficient number of shares of its common stock to provide for the exercise of the rights represented hereby.

8. ADJUSTMENT FOR RE-CLASSIFICATION OF CAPITAL STOCK. If the Corporation at any time during the Exercise Period shall, by subdivision, combination or re-classification of securities, change any of the securities to which purchase rights under this Warrant exist under the same or different number of securities of any class or classes, this Warrant shall thereafter entitle the Holder to acquire such number and kind of securities as would have been issuable as a result of such change with respect to the Warrant Shares immediately prior to such subdivision, combination, or re-classification. If shares of the Corporation's common stock are subdivided into a greater number of shares of common stock, the purchase price for the Warrant Shares upon exercise of this Warrant shall be proportionately reduced and the Warrant Shares shall be proportionately increased; and conversely, if shares of the Corporation's common stock are combined into a smaller number of common stock shares, the price shall be proportionately increased, and the Warrant Shares shall be proportionately decreased.

9. PUBLIC OFFERING LOCK-UP. In connection with the first underwritten registration of the Corporation's securities, the Holder agrees, upon the request of the Corporation and the underwriters managing such underwritten offering of the Corporation's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Warrant Shares (other than those included in the registration) without the prior written consent of the Corporation and such underwriters, as the case may be, for such period of time, not to exceed one hundred eighty (180) days, from the effective date of such registration as the underwriters may specify. The Corporation and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Corporation and such underwriter. The Corporation may also impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said one hundred eighty (180) day period.

2.


10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Corporation of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Corporation will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of this Warrant or stock certificate.

11. ASSIGNMENT. With respect to any offer, sale or other disposition of this Warrant or any underlying securities, the Holder will give written notice to the Corporation prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any applicable federal or state law then in effect). Furthermore, no such transfer shall be made unless the transferee meets the same investor suitability standards set forth in Section 6 of this Warrant. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Corporation, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Warrant or the underlying securities, as the case may be, all in accordance with the terms of the written notice delivered to the Corporation. If a determination has been made pursuant to this Section 11 that the opinion of counsel for the Holder is not reasonably satisfactory to the Corporation, the Corporation shall so notify the Holder promptly after such determination has been made. Each Warrant thus transferred shall bear the legends required by Section 6. The Corporation may issue stop transfer instructions to its transfer agent in connection with such restrictions. Warrants and underlying securities issued upon transfers after the expiration date of the Lock-Up Period shall be issued without the Lock-Up Legend.

12. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of California applicable to contracts between California residents entered into and to be performed entirely within the State of California.

13. AMENDMENTS. Any term of this Warrant may be amended with the written consent of the Company and the holders of warrants representing not less than a majority in interest (50%+) of the shares of Common Stock issuable upon exercise of the outstanding Series 97 Warrants.

14. NOTICES. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified by hand or professional courier service or five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party in the Corporation's records, or as such other address as such party may designate by ten (10) days advance written notice to the other parties.

15. ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys' fees, costs and disbursements in addition to any other relief to which such party may be entitled.

Dated: June 30, 1998                   ASK JEEVES, INC.


                                       By: /s/ Curtis Vredenburg
                                           -----------------------
                                           Curtis Vredenburg, CFO

3.


WARRANT

THE SECURITIES REPRESENTED BY OR UNDERLYING THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AND PURCHASED PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN AUGUST 20, 1997 COMMON STOCK AND WARRANT TO PURCHASE COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.

No. Series 98-3 20,000

WARRANT TO PURCHASE COMMON STOCK

ASK JEEVES, INC., a California corporation (the "Corporation"), hereby grants to Antenna Group PR (the "Holder"), the right to purchase from the corporation fifteen thousand (15,000) shares of the common stock of the Corporation (the "Warrant Shares"), subject to the terms and conditions set forth below. This Warrant is issued in exchange for Public Relations efforts undertaken on behalf of the Company during the month of July, 1998.

1. TERM. This Warrant may be exercised, as set forth in Section 3, at any time through July 31, 2003 (the "Exercise Period").

2. PURCHASE PRICE. The purchase price for each share of the Corporation's common stock purchasable hereunder shall be $0.2641 per share (subject to adjustments for stock splits, combinations and the like).

3. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part, but not for less than Ten Thousand (10,000) Warrant Shares (or such lesser number of Warrant Shares as may at the time of exercise constitute the maximum number exercisable) and in excess of 10,000 Warrant Shares in increments of 1,000 Warrant Shares. It is exercisable, subject to the satisfaction of applicable securities laws, at any time during the Exercise Period by the surrender of the Warrant to the Corporation at its principal office together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, accompanied by payment in full of the amount of the aggregate Exercise Price of the Warrant Shares in immediately available funds.

1

4. FRACTIONAL INTEREST. The Corporation shall not be required to issue any fractional shares on the exercise of this Warrant.

5. WARRANT CONFERS NO RIGHTS OF SHAREHOLDER. The Holder shall not have any rights as a shareholder of the Corporation with regard to the Warrant Shares prior to actual exercise resulting in the purchase of the Warrant Shares.

6. INVESTMENT REPRESENTATION. Neither this Warrant nor the Warrant Shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as of the date of this Warrant and at the time of exercise (a) he has acquired this Warrant or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Holder agrees that any Warrant shares issuable upon exercise of this Warrant will be acquired for investment and not with a view to distribution and such Warrant Shares will not be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may have to be held indefinitely unless they are subsequently registered or qualified under the Securities Act and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be issued to the Holder by the Corporation in connection with the issuance of such Warrant Shares.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME, NOT TO EXCEED ONE HUNDRED EIGHTY
(180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST UNDERWRITTEN PUBLIC OFFERING.

7. RESERVATION OF SHARES. The Corporation agrees at all times during the Exercise Period to have authorized and reserved, for the exclusive purpose of issuance and delivery upon exercise of this Warrant, a sufficient number of shares of its common stock to provide for the exercise of the rights represented hereby.

2

8. ADJUSTMENT FOR RE-CLASSIFICATION OF CAPITAL STOCK. If the Corporation at any time during the Exercise Period shall, by subdivision, combination or re-classification of securities, change any of the securities to which purchase rights under this Warrant exist under the same or different number of securities of any class or classes, this Warrant shall thereafter entitle the Holder to acquire such number and kind of securities as would have been issuable as a result of such change with respect to the Warrant Shares immediately prior to such subdivision, combination, or re-classification. If shares of the Corporation's common stock are subdivided into a greater number of shares of common stock, the purchase price for the Warrant Shares upon exercise of this Warrant shall be proportionately reduced and the Warrant Shares shall be proportionately increased; and conversely, if shares of the Corporation's common stock are combined into a smaller number of common stock shares, the price shall be proportionately increased, and the Warrant Shares shall be proportionately decreased.

9. PUBLIC OFFERING LOCK-UP. In connection with the first underwritten registration of the Corporation's securities, the Holder agrees, upon the request of the corporation and the underwriters managing such underwritten offering of the Corporation's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Warrant Shares (other than those included in the registration) without the prior written consent of the Corporation and such underwriters, as the case may be, for such period of time, not to exceed one hundred eighty (180) days, from the effective date of such registration as the underwriters may specify. The Corporation and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Corporation and such underwriter. The Corporation may also impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said one hundred eighty (180) day period.

10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Corporation of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Corporation will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of this Warrant or stock certificate.

11. ASSIGNMENT. With respect to any offer, sale or other disposition of this Warrant or any underlying securities, the Holder will give written notice to the Corporation prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale or distribution may be effected without registration or qualification (under any applicable federal or state law then in effect). Furthermore, no such transfer shall be made unless the transferee meets the same investor suitability standards set forth in Section 6 of this Warrant. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Corporation, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Warrant or the underlying securities, as the case may be, all in accordance with the terms of the written notice delivered to the Corporation. If a determination has been made pursuant to this Section 11 that the opinion of counsel for the Holder is not reasonably satisfactory to the Corporation, the Corporation shall so

3

notify the Holder promptly after such determination has been made. Each Warrant thus transferred shall bear the same legends appearing on this Warrant, and underlying securities thus transferred shall bear the legends required by Section 6. The Corporation may issue stop transfer instructions to its transfer agent in connection with such restrictions. Warrants and underlying securities issued upon transfers after the expiration date of the Lock-Up Period shall be issued without the Lock-Up Legend.

12. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of California applicable to contracts between California residents entered into and to be performed entirely within the State of California.

13. AMENDMENTS. Any term of this Warrant may be amended with the written consent of the Company and the holders of warrants representing not less than a majority in interest (50% +) of the shares of Common Stock issuable upon exercise of the outstanding Series 97 Warrants.

14. NOTICE. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified by hand or professional courier service or five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party in the Corporation's records, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties.

15. ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys' fees, costs and disbursements in addition to any other relief to which such party may be entitled.

Dated:  July 31, 1998              ASK JEEVES, INC.



                                   By: /s/ Curtis Vrendenburg
                                       -----------------------------------
                                       Curtis Vredenburg, CFO

4

Exhibit 4.5

WARRANT

THE SECURITIES REPRESENTED BY OR UNDERLYING THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AND PURCHASED PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN AUGUST 20, 1997 COMMON STOCK AND WARRANT TO PURCHASE COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.

No. Series 98-1 8,000

WARRANT TO PURCHASE COMMON STOCK

ASK JEEVES, INC., a California corporation (the "Corporation"), hereby grants to Antenna Group PR (the "Holder"), the right to purchase from the Corporation eight thousand (8,000) shares of the common stock of the Corporation (the "Warrant Shares"), subject to the terms and conditions set forth below. This Warrant is issued in exchange for Public Relations efforts undertaken on behalf of the Company during the month of May, 1998.

1. TERM. This Warrant may be exercised, as set forth in Section 3, at any time through May 31, 2003 (the "Exercise Period").

2. PURCHASE PRICE. The purchase price for each share of the Corporation's common stock purchasable hereunder shall be $0.2641 per share (subject to adjustments for stock splits, combinations and the like).

3. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part, but not for less than Ten Thousand (10,000) Warrant Shares (or such lesser number of Warrant Shares as may at the time of exercise constitute the maximum number exercisable) and in excess of 10,000 Warrant Shares in increments of 1,000 Warrant Shares. It is exercisable, subject to the satisfaction of applicable securities laws, at any time during the Exercise Period by the surrender of the Warrant to the Corporation at its principal office together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, accompanied by payment in full of the amount of the aggregate Exercise Price of the Warrant Shares in immediately available funds.

1.


4. FRACTIONAL INTEREST. The Corporation shall not be required to issue any fractional shares on the exercise of this Warrant.

5. WARRANT CONFERS NO RIGHTS OF SHAREHOLDER. The Holder shall not have any rights as a shareholder of the Corporation with regard to the Warrant Shares prior to actual exercise resulting in the purchase of the Warrant Shares.

6. INVESTMENT REPRESENTATION. Neither this Warrant nor the Warrant Shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as of the date of this Warrant and at the time of exercise (a) he has acquired this Warrant or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Holder agrees that any Warrant shares Isabel upon exercise of this Warrant will be acquired for investment and not with a view to distribution and such Warrant Shares will not be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may have to be held indefinitely unless they are subsequently registered or qualified under the Securities Act and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be issued to the Holder by the Corporation in connection with the issuance of such Warrant Shares.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME, NOT TO EXCEED ONE HUNDRED EIGHTY
(180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST UNDERWRITTEN PUBLIC OFFERING.

7. RESERVATION OF SHARES. The Corporation agrees at all times during the Exercise Period to have authorized and reserved, for the exclusive purpose of issuance and delivery upon exercise of this Warrant, a sufficient number of shares of its common stock to provide for the exercise of the rights represented hereby.

2.


8. ADJUSTMENT FOR RE-CLASSIFICATION OF CAPITAL STOCK. If the Corporation at any time during the Exercise Period shall, by subdivision, combination or re-classification of securities, change any of the securities to which purchase rights under this Warrant exist under the same or different number of securities of any class or classes, this Warrant shall thereafter entitle the Holder to acquire such number and kind of securities as would have been issuable as a result of such change with respect to the Warrant Shares immediately prior to such subdivision, combination, or re-classification. If shares of the Corporation's common stock are subdivided into a greater number of shares of common stock, the purchase price for the Warrant Shares upon exercise of this Warrant shall be proportionately reduced and the Warrant Shares shall be proportionately increased; and conversely, if shares of the Corporation's common stock are combined into a smaller number of common stock shares, the price shall be proportionately increased, and the Warrant Shares shall be proportionately decreased.

9. PUBLIC OFFERING LOCK-UP. In connection with the first underwritten registration of the Corporation's securities, the Holder agrees, upon the request of the corporation and the underwriters managing such underwritten offering of the Corporation's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Warrant Shares (other than those included in the registration) without the prior written consent of the Corporation and such underwriters, as the case may be, for such period of time, not to exceed one hundred eighty (180) days, from the effective date of such registration as the underwriters may specify. The Corporation and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Corporation and such underwriter. The Corporation may also impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said one hundred eighty (180) day period.

10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Corporation of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Corporation will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of this Warrant or stock certificate.

11. ASSIGNMENT. With respect to any offer, sale or other disposition of this Warrant or any underlying securities, the Holder will give written notice to the Corporation prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale or distribution may be effected without registration or qualification (under any applicable federal or state law then in effect). Furthermore, no such transfer shall be made unless the transferee meets the same investor suitability standards set forth in Section 6 of this Warrant. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Corporation, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Warrant or the underlying securities, as the case may be, all in accordance with the terms of the written notice delivered to the Corporation. If a determination has been made pursuant to this Section 11 that the opinion of counsel for the Holder is not reasonably satisfactory to the Corporation, the Corporation shall so

3.


notify the Holder promptly after such determination has been made. Each Warrant thus transferred shall bear the same legends appearing on this Warrant, and underlying securities thus transferred shall bear the legends required by Section 6. The Corporation may issue stop transfer instructions to its transfer agent in connection with such restrictions. Warrants and underlying securities issued upon transfers after the expiration date of the Lock-Up Period shall be issued without the Lock-Up Legend.

12. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of California applicable to contracts between California residents entered into and to be performed entirely within the State of California.

13. AMENDMENTS. Any term of this Warrant may be amended with the written consent of the Company and the holders of warrants representing not less than a majority in interest (50% +) of the shares of Common Stock issuable upon exercise of the outstanding Series 97 Warrants.

14. NOTICE. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified by hand or professional courier service or five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party in the Corporation's records, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties.

15. ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys' fees, costs and disbursements in addition to any other relief to which such party may be entitled.

Dated:  May 31, 1998          ASK JEEVES, INC.


                              By: /s/ Curtis Vredenburg
                                  -------------------------------
                                  Curtis Vredenburg, CFO

                          4.


WARRANT

THE SECURITIES REPRESENTED BY OR UNDERLYING THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AND PURCHASED PURSUANT TO THE TERMS AND CONDTIIONS SET FORTH IN THAT CERTAIN AUGUST 20, 1997 COMMON STOCK AND WARRANT TO PURCHASE COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.

No. Series 99-11 5,000

WARRANT TO PURCHASE COMMON STOCK

ASK JEEVES, INC., a California corporation (the "Corporation"), hereby grants to Soren Jacobsen (the "Holder"), the right to purchase from the Corporation five thousand (5,000) shares of the common stock of the Corporation (the "Warrant Shares"), subject to the terms and conditions set forth below. This Warrant is issued in exchange for transfer of the rights and titles to the following domain names: justask.com and justask.org.

1. TERM. This Warrant may be exercised, as set forth in Section 3, at any time through March 10, 2004 (the "Exercise Period").

2. PURCHASE PRICE. The purchase price for each share of the Corporation's common stock purchasable hereunder shall be $2.16 per share (subject to adjustments for stock splits, combinations and the like).

3. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part, but not for less than One Thousand (1,000) Warrant Shares (or such lesser number of Warrant Shares as may at the time of exercise constitute the maximum number exercisable) and in excess of 1,000 Warrant Shares in increments of 1,000 Warrant Shares. It is exercisable, subject to the satisfaction of applicable securities laws, at any time during the Exercise Period by the surrender of the Warrant to the Corporation at its principal office together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, accompanied by payment in full of the amount of the aggregate Exercise Price of the Warrant Shares in immediately available funds.

1.


4. FRACTIONAL INTEREST. The Corporation shall not be required to issue any fractional shares on the exercise of this Warrant.

5. WARRANT CONFERS NO RIGHTS OF SHAREHOLDER. The Holder shall not have any rights as a shareholder of the Corporation with regard to the Warrant Shares prior to actual exercise resulting in the purchase of the Warrant Shares.

6. INVESTMENT REPRESENTATION. Neither this Warrant nor the Warrant Shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as of the date of this Warrant and at the time of exercise (a) he has acquired this Warrant or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will not be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may have to be held indefinitely unless they are subsequently registered or qualified under the Securities Act and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be issued to the Holder by the Corporation in connection with the issuance of such Warrant Shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UDNER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME, NOT TO EXCEED ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST UNDERWRITTEN PUBLIC OFFERING.

7. RESERVATION OF SHARES. The Corporation agrees at all times during the Exercise Period to have authorized and reserved, for the exclusive purpose of issuance and delivery upon exercise of this Warrant, a sufficient number of shares of its common stock to provide fore the exercise of the rights represented hereby.

2.


8. ADJUSTMENT FOR RE-CLASSIFICATION OF CAPITAL STOCK. If the Corporation at any time during the Exercise Period shall, by subdivision, combination or re-classification of securities, change any of the securities to which purchase rights under this Warrant exist under the same or different number of securities of any class or classes, this Warrant shall thereafter entitle the Holder to acquire such number and kind of securities as would have been issuable as a result of such change with respect to the Warrant Shares immediately prior to such subdivision, combination, or reclassification. If shares of the Corporation's common stock are subdivided into a greater number of shares of common stock, the purchase price for the Warrant Shares upon exercise of this Warrant shall be proportionately reduced and the Warrant Shares shall be proportionately increased; and conversely, if shares of the Corporation's common stock are combined into a smaller number of common stock shares, the price shall be proportionately increased, and the Warrant Shares shall be proportionately decreased.

9. PUBLIC OFFERING LOCK-UP. In connection with the first underwritten registration of the Corporation's securities, the Holder agrees, upon the request of the Corporation and the underwriters managing such underwritten offering of the Corporation's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Warrant Shares (other than those included in the registration) without the prior written consent of the Corporation and such underwriters, as the case may be, for such period of time, not to exceed one hundred eighty (180) days, from the effective date of such registration as the underwriters may specify. The Corporation and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Corporation and such underwriter. The Corporation may also impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said one hundred eighty (180) day period.

10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Corporation of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Corporation will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of this Warrant or stock certificate.

11. ASSIGNMENT. With respect to any offer, sale or other disposition of this Warrant or any underling securities, the Holder will give written notice to the Corporation prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any applicable federal or state law then in effect). Furthermore, no such transfer shall be made unless the transferee meets the same investor suitability standards set forth in Section 6 of this Warrant. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Corporation, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Warrant or the underlying securities, as the case may be, all in accordance with the terms of the written notice delivered to the Corporation. It a determination has been made pursuant to this Section 11 that the opinion of counsel for the Holder is not reasonably satisfactory to the Corporation, the Corporation shall so

3.


notify the Holder promptly after such determination has been made. Each Warrant thus transferred shall bear the same legends appearing on this Warrant, and underlying securities thus transferred shall bear the legends required by Section 6. The Corporation may issue stop transfer instructions to its transfer agent in connection with such restrictions. Warrants and underling securities issued upon transfers after the expiration date of the Lock-Up Period shall be issued without the Lock-Up Legend.

12. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of California applicable to contracts between California residents entered into and to be performed entirely within the State of California.

13. AMENDMENTS. Any term of this Warrant may be amended with the written consent of the Company and the holders of warrants representing not less than a majority in interest (50%+) of the shares of Common Stock issuable upon exercise of the outstanding Series 97 Warrants.

14. NOTICES. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified by hand or professional courier service or five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party in the Corporation's records, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties.

15. ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys' fees, costs and disbursements in addition to any other relief to which such party may be entitled.

Dated: March 10, 1999     ASK JEEVES, INC.



                          By: /s/ Christine M. Davis
                              ------------------------------------
                              Christine M. Davis, Chief Financial
                              Officer

4.


STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT

THIS COMMERCIAL OFFICE LEASE (the "Lease") is entered into as of 8/20/97 by and between EAT/WORK DEVELOPMENT, LP, a California limited partnership ("Landlord") and THE RODA GROUP VENTURE DEVELOPMENT COMPANY, L.L.C., a Delaware limited liability company ("Tenant").

1. BASIC LEASE TERMS. Landlord leases to Tenant, and Tenant rents and hires from Landlord, the Premises described in Section 1.1 below, for the rents hereinafter reserved, for the term stated in Section 1.4 below, and upon and subject to the terms, conditions (including limitations, restrictions, and reservations), and covenants hereinafter provided. Each party hereby expressly covenants and agrees to observe and perform all of the conditions and covenants herein contained on its part to be observed and performed. The parties agree that the following table (the "Table") sets forth in summary form the basic terms of this Lease, as all of such terms as defined below:

-----------------------------------------------------------------------------------------------------------
Period                   Suite #      Square Footage      Monthly Base      Pro Rata Share      Base Year
                                                          Rent (incl. CAM)
-----------------------------------------------------------------------------------------------------------
October 15, 1997-        A-1-1        4800 s.f.           $8,400.00         14%                 1998
October 14, 2000         A-1-2
-----------------------------------------------------------------------------------------------------------

In the event of any conflict between the terms contained in the Table and the terms contained in subsequent sections of the Lease, the terms of the Table shall control, subject to any adjustments specifically provided for in any other provisions of the Lease.

1.1 PREMISES. The Premises leased to Tenant (the "Premises") is that portion of the first floor of the Building described in Section 1.2 below and commonly known as Suites A-1-1 and A-1-2, as shown on the floor plan annexed hereto as EXHIBIT B. The Premises also include all fixtures and equipment which are attached thereto, except items not deemed to be included therein and which are removable by Tenant as provided in Section 18. Landlord and Tenant agree that the square footage of the Premises, for all purposes under this Lease, are as specified in the Table. Tenant acknowledges that it has had an opportunity to verify the numbers stated in the Table relating to the measurements of the Premises prior to the Commencement Date of this Lease.

1.2 BUILDING. The Premises are located in the building known by the street address 918 Parker Street (the "Building") in the City of Berkeley, County of Alameda, State of California. The Building is more particularly described and depicted in EXHIBIT A which is attached hereto. Landlord and Tenant agree that the square footage of the Building, for all purposes under this Lease, is twenty thousand seven hundred (20,700). Tenant acknowledges that it has had an opportunity to verify the measurement of the Building prior to the Commencement Date of this Lease.

1.3 DEVELOPMENT. The Building is located in and forms part of the real property commonly known as the Eat/Work Development, with a street address of 918 Parker Street, Berkeley, California (the "Development"), which comprises three different buildings and constitutes a single parcel on the assessment roll of the Alameda County Tax Assessor. For the purposes of this Lease, the Development shall mean the Building and any common or public areas or facilities, easements, corridors, lobbies, sidewalks, loading areas, driveways, landscaped areas, skywalk, parking garages and lots, and any and all other structures or facilities operated or maintained in connection with or for the benefit of the Building, and all parcels or tracts of land on which all or any portion of the Building or any of the other foregoing items are located, and any fixtures, machinery, equipment, apparatus, Systems and Equipment (as defined in Section 5.5 below), furniture, and other personal property located thereon or therein and used in connection therewith, whether title is held by Landlord or its affiliates. Landlord and Tenant agree that the square footage of the Development, for all purposes under this Lease, is thirty four thousand (34,000). Tenant acknowledges that it has had an opportunity to verify the measurement of the Development prior to the Commencement Date of this Lease.

1.4 TERM. The term (the "Term") for which the Premises are hereby leased shall commence on the "Commencement Date," which shall be October 15, 1997, or, if earlier, the day on which the Premises are ready for occupancy (as defined in Section 5) and shall end on October 14, 2000 (the "Expiration Date") or any earlier date upon which the Term may expire or be canceled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law. Promptly following the Commencement Date the parties hereto shall, if required by Landlord, enter into a supplementary agreement fixing the dates of the Commencement Date and the Expiration Date in the form which is attached hereto as EXHIBIT C and incorporated herein by reference.

1.4.1 DELAY IN POSSESSION. If Landlord is unable to deliver possession of the Premises to Tenant at the commencement hereof, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be void or voidable, but Tenant shall not be liable for any rent until possession is delivered with all Work


having been substantially completed pursuant to Section 5.2 and Exhibit D hereof. Tenant may at its option terminate this Lease if possession of the Premises with all work substantially completed pursuant to Section 5.2 and Exhibit D hereof, is not delivered within forty five (45) days of the Commencement Date.

1.5 TENANT PARKING. Tenant is entitled to nine (9) unreserved parking spaces in the parking lot of Eat/Work Development. If it is necessary at any time to reserve parking spaces or hire a guard to monitor parking, Landlord may, at its option, do so and pass both reasonable administrative and direct labor expenses for the guard or monitor to tenant based on tenant's Pro Rata Share as defined in Section 1.

2. RENT. The "Rent" reserved under this Lease, for the Term thereof, shall consist of the following:

a) "Base Rent" of eight thousand four hundred dollars ($8400.00) per month, which shall be payable in advance on the first day of each and every calendar month during the Term of this Lease, except that Tenant shall pay the first month's Base Rent due under the Lease upon the execution and delivery of this Lease by Tenant; and

b) "Additional Rent" consisting of any and all other sums of money as shall become payable by Tenant to Landlord hereunder; and Landlord shall have the same remedies for default in the payment of Additional Rent as for a default in payment of Base Rent.

2.1 BASE RENT ADJUSTMENT. On each anniversary of the Commencement Date the monthly Base Rent shall increase by two hundred and forty dollars ($240.00).

2.2 ADDITIONAL RENT. In addition to the Base Rent and all other payments due under this Lease, Tenant shall pay to Landlord, in the manner set forth herein, as Additional Rent, the following amounts (collectively the "Rental Adjustment"):

a) INCREASED INSURANCE. Tenant agrees to pay its Pro Rata Share of that portion of all Casualty Insurance under Section 2.3e incurred or paid by Landlord in connection with the ownership and operation of the Building ("insurance") during each Adjustment Period which exceeds the amount of Base Operating Insurance subject to proration under Section 2.3.2 below. In the event that Landlord obtains additional coverages or increases the rate of coverage as of the commencement date of this Lease, Landlord agrees to adjust Base Year coverage as if such coverage had been included in the Base Year. Notwithstanding anything to the contrary herein, Landlord agrees that "Increased Insurance" shall not include any surcharge or unusual rate increase attributable to any non-office Tenant in the Building.

b) INCREASED TAXES. An amount equal to Tenant's Pro Rata Share of that portion of Real Estate Taxes paid by Landlord during each Adjustment Period which exceeds the amount of Base Real Estate Taxes, subject to proration under
Section 2.3.2 below. Notwithstanding anything to the contrary herein, Tenant's obligation to pay its Pro Rata Share of any increase in Real Estate Taxes which is attributable to a transfer or change in the ownership of the Building (the "Increase") shall be limited as follows: if the transfer or change in ownership occurs during the first year after the Commencement Date, Tenant shall have no obligation to pay any portion of the Increase; if the transfer or change in ownership occurs during the second year after the Commencement Date, Tenant shall pay twenty percent (20%) of the Increase; if the transfer or change in ownership occurs during the third year after the Commencement Date, Tenant shall pay forty percent (40%) of the Increase; if the transfer or change in ownership occurs during the fourth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay sixty percent (60%) of the Increase; if the transfer or change in ownership occurs during the fifth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay eighty percent (80%) of the Increase; and if the transfer or change in ownership occurs during the sixth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay one hundred percent (100%) of the Increase.

2.3 DEFINITIONS. For the purposes of this Lease, the following definitions shall apply:

a) BASE INSURANCE. "Base Insurance" means the total of insurance paid by Landlord during calendar year 1997 for the Leased Premises (the "Base Insurance Year").

b) BASE REAL ESTATE TAXES. "Base Real Estate Taxes" means the total of Real Estate Taxes paid by Landlord during tax year 1998-1999 for the Leased Premises (the "Base Tax Year").

c) TENANT'S PRO RATA SHARE. "Tenant's Pro Rata Share" shall mean the percentage labeled as such in the Table in Section 1, derived as follows:
Tenant's Pro Rata Share is calculated by dividing the agreed area of the Premises (numerator) by the agreed area of the Development (denominator) and expressing the resulting quotient as a percentage. Tenant's Pro Rata Share shall be adjusted during the Term in proportion to any adjustment in the area of the Premises or Development in accordance with the formula stated herein.

d) ADJUSTMENT PERIOD. "Adjustment Period" means each calendar year of which any portion occurs during the Term, excluding the Base Year and beginning with the first calendar year immediately following the Base Year.

e) INSURANCE. "Insurance" means premiums for any insurance policies as determined by Landlord in accordance with the reasonable practice of prudent landlords in the vicinity of the Development (including public liability, property damage, earthquake if commercially reasonable, and fire and extended


coverage insurance for the full replacement cost of the Building as required by Landlord or its lenders for the Building).

f) REAL ESTATE TAXES. "Real Estate Taxes" means any and all ad valorem real property taxes and any form of assessment, levy, charge, fee, tax, or other imposition imposed by any authority, including any city, county, state, or federal governmental agency, or any school, library, lighting, transportation, housing, drainage, or other improvement or special assessment district thereof, whether or not now customary or in the contemplation of the parties hereto, and whether or not general, special, ordinary, or extraordinary, which Landlord shall pay during any Adjustment Period because of or in connection with the ownership, leasing, or operation of the Building.

2.3.1 RECONCILIATION. On or before the first day of April of each year after the first Adjustment Period (or as soon thereafter as is practical), Landlord shall deliver to Tenant a statement (the "Statement") setting forth the Rental Adjustment for the preceding year. Tenant shall pay Landlord the amount of any rental adjustment within ten (10) days of the receipt of the Statement. The obligation of Tenant to make payments required under this
Section 2.3.1 shall survive the expiration or earlier termination of the Term of this Lease.

2.3.2 PRORATION OF RENTAL ADJUSTMENT. If the Term does not commence on January 1 or does not end on December 31, Tenant's obligations to pay estimated and actual amounts towards increased Insurance and/or Real Estate Taxes for such first or final calendar year shall be prorated to reflect the portion of such year(s) included in the Term. Such proration shall be made by multiplying the total estimated or actual (as the case may be) increased insurance and/or Real Estate Taxes, (as the case may be) for such calendar year(s), as well as the base insurance amount and/or Base Real Estate Taxes, (as the case may be), by a fraction, the numerator of which shall be the number of days of the Term during such calendar year, and the denominator of which shall be three hundred sixty-five (365).

2.4 PAYMENT OF RENT. Tenant shall pay the Base Rent and Additional Rent promptly when due, without demand therefor and without any abatement, deduction, or setoff whatsoever, except as may be expressly provided in this Lease. Tenant shall pay the Rent to Landlord, in lawful money of the United States of America, at Landlord's office at the Building or at such other place, or to such agent and at such place, as Landlord may designate by notice to Tenant. If the Commencement Date occurs on a day other than the first day of a calendar month, the Base Rent for such calendar month shall be prorated, and the balance of the first month's Base Rent theretofore paid shall be credited against the next monthly installment of Base Rent. The Base Rent for the last month of the lease term shall also be prorated.

2.5 LATE CHARGES. Tenant acknowledges that the late payment of any monthly Rent will cause Landlord to lose the use of that money and incur costs and expenses not contemplated under this Lease, including administrative and collection costs and processing and account expenses, the exact amount of which it is difficult to ascertain. Therefore, if more than one such installment within any 12-month period is not received by Landlord within five (5) days from the date it is due, Tenant shall pay Landlord a late charge equal to five percent (5%) of such installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the loss suffered from such nonpayment by Tenant. In addition, any check returned by the bank for any reason will be considered late and will be subject to all late charges plus a Twenty Dollar ($20.00) fee. After two such occasions in any twelve
(12) month period, Landlord will have the right to require payment by a cashier's check or money order. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to such nonpayment by Tenant nor prevent Landlord from exercising any other rights or remedies available to Landlord under this Lease or at law.

3 SECURITY DEPOSIT. Tenant shall deposit with Landlord the amount of eight thousand four hundred dollars ($8,400.00) (the "Security Deposit") upon Tenant's execution and submission of this Lease to be held, applied and disposed of pursuant to the provisions of Section 1950.7 of the California Civil Code. The Security Deposit shall serve as security for the prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease. Landlord shall not be required to keep the Security Deposit separate from Landlord's general funds or pay interest on the Security Deposit.

3.1 APPLICATION OF DEPOSIT. In the event that Tenant is in Default hereunder and fails to cure within any applicable time permitted under this Lease, or in the event that Tenant owes any amounts to Landlord upon the expiration of this Lease, Landlord may use or apply the whole or any part of the Security Deposit for the payment of Tenant's obligations hereunder. The use or application of the Security Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages.

3.2 RESTORATION OF FULL DEPOSIT. In the event the Security Deposit is reduced by such use or application, Tenant shall deposit with Landlord, within ten (10) days after written notice, an amount sufficient to restore the full amount of the Security Deposit.


3.3 DISPOSITION OF SECURITY DEPOSIT. After the Expiration Date or any earlier termination of the Lease, any remaining portion of the Security Deposit shall be returned to Tenant in accordance with the provisions of
Section 1950.7 of the California Civil Code.

4 USE. The Premises are to be used as offices and related uses and for no other purpose without prior written consent of Landlord.

4.1 PROHIBITED USES. Tenant shall not use any portion of the Premises for purposes other than those specified hereinabove, and no use shall be made or permitted to be made upon the Premises, nor acts done, which will increase the existing rate of insurance upon the property, or cause cancellation of insurance policies covering said property. Tenant shall not conduct or permit any sale by auction on the Premises. Tenant shall not use, release or store or permit the usage, release, or storage of restricted materials or substances by Department of Health Services, California Water Quality Control Board, Environmental Protection Agency, or any other governmental agency or entity, and Tenant shall comply with all environmental laws, regulations, rules and requirements applicable to Tenant's activities in the Premises. Tenant shall indemnify, defend and hold Landlord harmless from and against any claims, judgments, demands, liabilities, costs and expenses (including reasonable attorney's fees) arising from Tenant's breach of the above covenants. Tenant shall not commit any waste upon the Premises or any nuisance or act which may disturb the quiet enjoyment of any tenant in the Building.

5 CONDITION OF PREMISES. Tenant shall accept the Premises (and the Systems and Equipment serving the same) in an "as is" condition, except as provided in paragraph 5.4, on the date the Term commences, and Landlord shall have no obligation to improve, alter, remodel, or otherwise modify the Premises prior to Tenant's occupancy, except as provided in the mutually approved "Work Letter Agreement" attached hereto and made a part hereof as Exhibit D.

5.1 LANDLORD'S PREPARATION. If the parties have entered into a separate Work Letter Agreement concurrently with their execution of this Lease, Landlord shall use reasonable diligence in completing and preparing the Premises for Tenant's occupancy in the manner and subject to the terms, conditions, and covenants set forth in the Work Letter Agreement. The facilities, materials, furnishings and work to be furnished, installed, and performed in the Premises by Landlord pursuant to the Work Letter Agreement are referred to as the "Work." Such other installations, materials, and work which may be undertaken by or for the account of Tenant to prepare, equip, decorate, and furnish the Premises for Tenant's occupancy are referred to as the "Tenant's Work."

5.1.1 POSSESSION DURING WORK. It is the intention of the parties that Tenant shall be in possession and occupancy of the Premises during the period that Landlord is performing work in the Development. Landlord shall have no liability to Tenant nor shall Tenant's obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption, or injury to Tenant's business arising from Landlord's performance of the improvements in the Development or making any repairs or changes which Landlord is required or permitted by this Lease or by any other tenant's lease or required by law to make in or to any portion of the Building or the Development. Landlord shall nevertheless use reasonable efforts to minimize any interference with Tenant's business in the Premises.

5.2 READINESS FOR OCCUPANCY. The Premises shall be deemed ready for occupancy on the earliest date on which all of the following conditions (the "Occupancy Conditions") have first been met:

a) SUBSTANTIAL COMPLETION OF WORK. Substantially Completed shall mean that the Premises and the Work and furnishings required to be installed under Exhibit D hereof are sufficiently completed to allow Tenant to occupy the Premises for their intended purposes, and it shall be so deemed notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment, or decoration (as further defined in Exhibit D) remain to be performed, the noncompletion of which does not materially interfere with Tenant's beneficial use of the Premises for their intended purposes;

b) ACCESS AND SERVICES. Reasonable means of access and facilities necessary to Tenant's use and occupancy of the Premises, including corridors, elevators, stairways, heating, ventilating, air-conditioning, sanitary, water, and electrical facilities (but exclusive of parking facilities) have been installed and are in reasonably good operating order and available to Tenant; and

5.2.1 TENANT DELAYS. If the occurrence of any of the Occupancy Conditions and Landlord's preparation of the Premises for occupancy shall be delayed owing to either (a) any act, omission, or failure of Tenant or any of its employees, agents, or contractors which shall continue after Landlord shall have given Tenant reasonable notice that such act, omission, or failure would result in delay, and such delay shall have been unavoidable by Landlord in the exercise of reasonable diligence and prudence; or (b) the nature of any items of additional work or change orders that Landlord undertakes to perform for the account of Tenant (including any delays incurred by Landlord, after making reasonable efforts, in procuring any materials, equipment, or fixtures of a kind or nature not used by Landlord as part of its standard construction)


(collectively "Tenant Delays"), then the Premises shall be deemed ready for occupancy on the date when they would have been ready but for such Tenant Delays.

5.3 EARLY ENTRY. During any period that Tenant shall be permitted to enter the Premises prior to the Commencement Date other than to occupy the same (e.g.,to perform alterations or improvements), Tenant shall comply with all terms and provisions of this Lease, except those provisions requiring the payment of Rent. Landlord shall permit early entry, provided the Premises are legally available and Landlord has completed any Work required under this Lease.

5.4 NOTICE OF DEFECTS. It shall be conclusively presumed upon Tenant's taking actual possession of the Premises that the same were in satisfactory condition (except for latent defects) as of the date of such taking of possession, unless within thirty (30) days after the Commencement Date Tenant shall give Landlord notice in writing specifying the respects in which the Premises were not in satisfactory condition. Landlord agrees to exercise for Tenant's benefit all of the standard contractor remedies and warranties of at least one year and any manufacturors warranties for all new Work and as further provided in Section 5.3 of the Work Letter Agreement.

5.5 SYSTEMS AND EQUIPMENT. As used in this Lease, "Systems and Equipment" means collectively any existing duct work, intrabuilding network cables and wires that transmit voice, data, and other telecommunications signals ("INC"), and other equipment, facilities, and systems designed to supply water, heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life/safety systems or equipment, or any other mechanical, electrical, electronic, computer, or other systems or equipment for the Building. Nothing in this Lease shall be construed to impose upon the Tenant a general obligation to maintain the Building Systems and Equipment, except as specifically provided for in this Lease.

6 ASSIGNMENT AND SUBLETTING. Tenant agrees that it shall not assign, sublet, mortgage, hypothecate, or encumber this Lease, nor permit or allow the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance which shall not unreasonably be withheld or delayed. The actions described in the foregoing sentence are referred to collectively herein as "Transfers." If the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved; but no Transfer, occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the subtenant or occupant as tenant, or a release of Tenant from the further performance hereunder by Tenant. The consent by Landlord to a Transfer shall not relieve Tenant from obtaining the Landlord's express written consent to any further Transfer. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance which shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Tenant shall have a one-time right to assign the entire Premises to a company in which Tenant is a significant (i.e. more than 20%) shareholder without Landlord's prior consent, provided that (a) Tenant agrees that such assignment will not void the personal guarantee which is attached to this Lease as EXHIBIT E and (b) Tenant shall provide to Landlord concurrently with such assignment reasonably satisfactory evidence of (i) Tenant's majority ownership of assignee and (ii) a financial strength on the part of such assignee which is at least equal to that of Tenant as of the Commencement Date of this Lease.

7 COMPLIANCE WITH LAWS. Tenant shall use the Premises in compliance with all applicable federal, state, county, and local governmental and municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders, and other such requirements, and decisions by courts in cases where such decisions are considered binding precedents in the State of California (the "State"), and decisions of federal courts applying the laws of the State (collectively "Laws"). Tenant shall, at its sole cost and expense, promptly comply with each and all of such Laws, and also with the requirements of any board of fire underwriters or other similar body now or hereafter constituted to deal with the condition, use, or occupancy of the Premises, except in the case of required compliance (including, without limitation structural changes) not triggered by Tenant's change in use of the Premises or Tenant's alterations, additions, or improvements therein. Tenant shall comply with all applicable Laws regarding the physical condition of the Premises, but only to the extent that the applicable Laws pertain to the particular manner in which Tenant uses the Premises or the particular use to which Tenant puts the Premises, if different from that permitted under Section 4 of this Lease.

7.1 CODE COSTS. Notwithstanding anything to the contrary in this Section 7, if the requirement of any public authority obligates either Landlord or Tenant to expend money in order to bring the Premises and/or any area of the Building into compliance with Laws as a result of Tenant's particular use or alteration of the Premises; Tenant's change in the use of the Premises; the manner of conduct of Tenant's business or operation of its installations, equipment, or other property therein; any cause or condition created by or at

5

the instance of Tenant, other than by Landlord's performance of any work for or on behalf of Tenant; or breach of any of Tenant's obligations hereunder, then Tenant shall bear all costs ("Code Costs") of bringing the Premises and/or Building into compliance with Laws, whether such Code Costs are related to structural or nonstructural elements of the Premises or Building.

8 HAZARDOUS MATERIALS. Tenant shall not cause or permit to occur (i) any violation of applicable Laws now or hereafter enacted or issued, related to environmental conditions on, under, or about the Premises arising from Tenant's leasehold interest in or use or occupancy of the Premises including, soil and groundwater conditions and (ii) the use, generation, release, manufacture, refining, production, processing, storage, or disposal of any Hazardous Materials on, under, or about the Premises or the Building or the transportation to or from the Premises or the Building of any Hazardous Materials, except de minimis amounts of Hazardous Materials that are commonly used in office products or are present in ordinary cleaning supplies. All such office products and cleaning supplies will be used and stored in a manner that complies with all Laws. Tenant shall at its own expense make all submissions to, provide all information required by, and comply with all requirements of all governmental authorities under Laws relating to Hazardous Materials. Should any governmental entity having jurisdiction over the Premises demand that a remediation plan be prepared or that remediation be undertaken because of any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease at or from the Premises which arises at any time from Tenant's use or occupancy of the Premises or from acts or omissions of Tenant, its agents, employees, representatives, or invitees, then Tenant shall, at its own expense, prepare and submit the required plans. Tenant shall indemnify, defend, protect, and hold Landlord, its partners, officers, directors, beneficiaries, shareholders, agents, employees, and lenders harmless from all fines, suits, procedures, claims, liabilities, and actions of every kind, and all costs associated therewith (including investigation costs and attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease, at or from the Premises which arises at any time from Tenant's use or occupancy of the Premises or from Tenant's failure to provide all information, make all submissions, and take all steps requires by any governmental authorities having jurisdiction over the Premises. Tenant's obligations and the indemnity hereunder shall survive the expiration or earlier termination of this Lease. The term Hazardous Materials as used herein shall include any chemical, substance, or material which has been or is hereafter determined by any federal, state, or local governmental agency to be capable of posing a risk of injury to health or safety including petroleum, asbestos, polychlorinated biphenyls, radioactive materials, and radon gas.

9 MAINTENANCE, REPAIRS, ALTERATIONS. Subject to Tenant's rights under
Section 5.4 above and Section 5.3 of the Work Letter Agreement, after completion of Landlord's Work, pursuant to Section 5 Tenant shall, at his own expense and at all times, maintain the Premises in good and safe condition, including plate glass and any existing or future intrabuilding alarm, computer, or network cables and wires that transmit voice, data, and other telecommunications signals ("INC"), and any other existing or future exposed equipment or system comprising or supplying water, gas, electricity, HVAC, communications, alarms, fire/safety, sprinkler, plumbing or appliances for the Premises and shall surrender the same at termination hereof in as good condition as received, normal wear and tear excepted. Tenant shall be responsible for all repairs for such exposed equipment for systems required, excepting the roof, skylights, exterior walls, and structural foundations, which shall be maintained by Landlord. Notwithstanding Tenant's foregoing maintenance and repair responsibility, Tenant shall not be responsible to replace any systems or equipment where such replacement would be deemed a capital replacement as opposed to a repair under generally-accepted accounting principles, unless such replacement has been caused solely by Tenant's negligence, wilfull misconduct, or failure to maintain as required hereunder. Landlord shall maintain in good condition the common areas of the property, such as sidewalks, driveways, lawns, and shrubbery. No improvement or alteration of the Premises shall be made without the prior written consent of the Landlord, which shall not be unreasonably withheld or delayed. Prior to the commencement of any substantial repair (except in an emergency provided that Tenant shall notify Landlord as soon as reasonably possible), improvement, or alteration, Tenant shall give Landlord at least five (5) days' written notice in order that Landlord may post appropriate notices of nonresponsibility to avoid any liability for liens for any such work of improvement on the Premises.

10 ENTRY AND INSPECTION. Tenant shall permit Landlord or Landlord's agents to enter upon the Premises at reasonable times and upon reasonable notice for the purpose of inspecting the same, will permit Landlord at any time within one hundred twenty (120) days prior to the expiration of this Lease to place upon the Premises any usual and reasonable "To Lease" or "Available" signs, and will permit persons desiring to lease the same to inspect the Premises thereafter.

11 INDEMNIFICATION OF LANDLORD. Tenant agrees to assume the defense of and indemnify and save harmless Landlord from all claims, liability, loss, damage, injury, including physical injury of Tenant's employees directly or indirectly arising from the performance of this Lease, from tenant's occupation or use of the Premises, or arising out of the failure of Tenant to provide a "safe place to work" and from any and all claims, liability, loss, damage, injury, including physical injury or death and liability therefor caused or incurred, including injury or death of Tenant's business invitees and social guests, resulting directly or indirectly from Tenant's occupancy of the Leased Premises covered by this Lease. Tenant's duties to defend, indemnify and save harmless shall apply to liability incurred or claimed as a result of negligence or willful

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misconduct, regardless of responsibility for such negligence or willful misconduct unless Landlord, its employees or agents were solely negligent in the matters complained of.

12. LANDLORD'S INSURANCE. Landlord shall, as part of Insurance expenses, maintain "all risk" property damage insurance containing an agreed amount endorsement covering not less than one hundred percent (100%) of the full insurable replacement cost valuation of the Building and the tenant improvements, betterments, and the alterations thereto; and Landlord's personal property, business papers, furniture, fixtures, and equipment (collectively "Landlord's Property"), exclusive of the costs of excavation, foundations, footings, and risks required to be covered by Tenant's insurance, and subject to commercially reasonable deductibles. Landlord shall also, as part of insurance expenses, obtain and keep in full force the following policies of insurance: commercial general liability insurance; workers' compensation insurance, if required by applicable Law; and such other insurance as Landlord deems appropriate or as may be required by any Holder or ground lessor. Landlord's insurance shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least B+ for any property insurance and at least B+ for any liability insurance, as rated in the most recent edition of Best's Insurance Reports;

13. TENANT'S INSURANCE. Tenant shall obtain and maintain in effect at all times during Tenant's possession of the Premises the following insurance coverages and policies:

(a) LIABILITY INSURANCE. Tenant shall maintain a policy of commercial general liability insurance, which shall include coverages for (i) bodily injury; (ii) property damage; and (iii) personal property. The minimum limits of liability shall be a combined single limit with respect to each occurrence of not less than One Million Dollars ($1,000,000) and an aggregate limit of not less than Two Million Dollars ($2,000,000). The policy shall contain a cross-liability endorsement and a severability of interest clause.

(b) TENANT'S BUSINESS PERSONAL PROPERTY INSURANCE. Tenant shall maintain on all of its business personal property, including valuable business papers and accounts receivable; operating supplies; inventory; and furniture, fixtures, and equipment (whether owned, leased, or rented) (collectively "Business Personal Property") an "all risk" property damage insurance policy including coverages for sprinkler leakage and containing an agreed amount endorsement (or, if applicable, a business owner's policy with a no-coinsurance provision) in an amount not less than one hundred percent (100%) of the full replacement cost valuation of such Business Personal Property, if available. The proceeds from any such policy shall be used by Tenant for the replacement of such Business Personal property.

(c) BUSINESS INTERRUPTION/EXTRA EXPENSE INSURANCE. Tenant shall maintain business interruption or (if applicable) contingent business interruption and extra expense insurance in such amounts as will adequately reimburse Landlord for any item or expense enumerated in this agreement. If Tenant's business interruption or (if applicable) contingent business interruption and extra expense insurance proceeds are insufficient to cover all of Tenant's obligations, Landlord shall be paid before any other creditor. Such insurance will be carried with the same insurer that issues the insurance for Tenant's Business Personal Property pursuant to Section 13(b).

(d) WORKER'S COMPENSATION INSURANCE. Tenant shall maintain worker's compensation insurance as required by the State of California.

(e) TENANT'S LIABILITY LIMITATION. Except with respect to any intentional tort, under no circumstance shall Tenant ever be liable for consequential damages, including damages for lost profits or business interuption.

13.1 TENANT'S INSURANCE CRITERIA. All insurance required to be maintained by Tenant under this Lease shall conform to the following criteria:

(a) Tenant's insurance shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least B+ for any property insurance and at least B+ for any liability insurance, as rated in the most recent edition of Best's Insurance Reports;

(b) Tenant's insurance shall be issued as primary and noncontributory;

(c) Tenant's liability and property insurance policies shall name Landlord as the additional named insured and Landlord, Landlord's agents, and any ground lessors and Holders (as such terms are defined in Section 27) whose names shall have been furnished to Tenant as additional named insureds;

(d) Tenant's insurance shall contain an endorsement requiring at least thirty (30) days written notice from the insurance company to each insured and additional insured before cancellation or any material change in the coverage, scope, or amount of any policy; and


(e) with respect to damage to or loss of Tenant's Business Personal Property, a waiver of subrogation must be obtained, as required under Section 14 below.

13.2 BLANKET COVERAGE. All of the insurance requirements set forth herein on the part of Tenant to be observed shall be deemed satisfied if the Premises are covered by a blanket insurance policy complying with the limits, requirements, and criteria contained in this Article insuring all or most of Tenant's facilities in California.

13.3 EVIDENCE OF COVERAGE. A duplicate original policy or a certificate of insurance shall be deposited with Landlord at the commencement of the Term or, if earlier, upon Tenant's taking possession of the Premises; and on renewal of the policy a certificate of insurance listing the insurance coverages required hereunder and naming the appropriate additional insureds shall be deposited with Landlord not less than seven (7) days before expiration of the policy.

14 WAIVER OF SUBROGATION. To the maximum extent permitted by insurance policies which Landlord and Tenant are required to maintain under Sections 12 and 13 above, Tenant and Landlord, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist. Landlord and Tenant intend that their respective property loss risks shall be borne by responsible insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right of the insured to recover thereunder. The parties agree that their respective insurance policies are now, or shall be, endorsed such that said waiver of subrogation shall not affect the right of the insured to recover thereunder, so long as no material additional premium is charged therefor.

15. UTILITIES. Tenant shall be responsible for payment directly to their suppliers of the charges for all utilities (except water, which shall be supplied by Landlord as part of Operating Expenses), including, gas, electricity, heat, and other services delivered to or consumed in the Premises. If any such services are not separately metered to Tenant, Tenant shall pay to Landlord pursuant to Section 2.2 a reasonable proportion, as determined by Landlord, of all charges jointly metered with other premises.

15.1 INTERRUPTION OF SERVICES. Landlord does not warrant that any services or utilities provided hereunder for Tenant's use in the Premises will be free from shortages, failures, variations, or interruptions caused by repairs, maintenance, replacements, improvements, alterations, changes of service, strikes, lockouts, labor controversies, accidents, inability to obtain services, fuel, steam, water or supplies, governmental requirements or requests, or other causes beyond Landlord's reasonable control, including interference with light or other incorporeal hereditaments and any interruption in services or any failure to provide services to Landlord by a designated utility company at the demarcation point at which Landlord accepts responsibility for such service or at any point prior thereto, which interference impedes Landlord in furnishing plumbing, HVAC, electrical, sanitary, life safety, elevator, telecommunications, or other Building services, utilities, or the Systems and Equipment. None of the same shall be deemed an eviction or disturbance of Tenant's use and possession of the Premises or any part thereof, shall render Landlord liable to Tenant for abatement of Rent, or shall relieve Tenant from performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption, or other compensatory or consequential damages.

16. SIGNS. Landlord reserves the exclusive right to the roof, side and rear walls of the Premises. Tenant shall not construct any projecting sign or awning without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed.

17. CONDEMNATION. If any part of the Premises shall be taken or condemned for public use, and a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the part taken, terminate as of the date the condemnor acquires possession, and thereafter Tenant shall be required to pay such proportion of the rent for the remaining term as remaining square footage of the Premises bears to the total original square footage of the Premises at the date of condemnation; provided, however, that Landlord at its option may terminate this Lease as of the date the condemnor acquires possession. In the event that the demised Premises are condemned in whole, or that a portion is condemned of such size that the remainder is not suitable for Tenant's beneficial enjoyment of the Premises for their intended purposes, this Lease shall terminate upon the date upon which the condemner acquires possession. All sums which may be payable on account of any condemnation shall belong to the Landlord, and Tenant shall not be entitled to any part thereof; provided however, that Tenant shall be entitled to retain any amount awarded to him for his trade fixtures or moving expenses.

18. SURRENDER AND RESTORATION. At or before the Expiration Date or the date of any earlier termination of this Lease, or as promptly as practicable using Tenant's best efforts after such an earlier termination date, Tenant, at its expense, shall do all of the following:


(a) surrender possession of the Premises in the condition required under Section 9, ordinary wear and tear excepted;

(b) surrender all keys, any key cards, and any parking stickers or cards to Landlord and give Landlord in writing the combinations of any locks or vaults then remaining in the Premises;

(c) remove from the Premises all of Tenant's Property, except such items thereof as Tenant shall have expressly agreed in writing with Landlord were to remain and to become the property of Landlord; and

(d) fully repair any damage to the Premises or the Property resulting from such removal.

Tenant's obligations herein shall survive the termination of the Lease. All improvements and other items in or upon the Premises (except Tenant's Property), whether installed by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises, all without compensation, allowance, or credit to Tenant; provided, however, that if prior to such termination Landlord so directs by notice. Tenant shall promptly remove such of the Improvements in the Premises as are designated in such notice and shall restore the Premises to their condition prior to the installation of such Improvements. Notwithstanding the foregoing, Landlord shall not require removal of customary office improvements installed pursuant to the Work Letter Agreement, if any (except as expressly provided to the contrary therein), or installed by Tenant with Landlord's written approval (except as expressly required by Landlord in connection with granting such approval).

18.1 TENANT'S FAILURE TO REMOVE OR RESTORE. If Tenant shall fail to perform any repairs or restoration or fail to remove any items from the Premises as required under this Section 18, Landlord may do so, and Tenant shall pay Landlord the cost thereof upon demand. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or any Law may be handled or stored by Landlord at Tenant's expense, and Landlord shall in no event be responsible for the value, preservation, or safekeeping thereof. All property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after expiration or earlier termination of this Lease or Tenant's right to possession shall at Landlord's option be conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord. Unless prohibited by applicable Laws, Landlord shall have a lien against such property for the costs incurred in removing and storing the same.

19 DESTRUCTION OF PREMISES. Landlord and Tenant agree that their respective rights and obligations in the event of any damage or destruction of the Premises or Building shall be governed exclusively by this Lease. Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases Tenant's rights under California Civil Code Sections 1932(2), 1933(4), and 1942, as the same may be modified or replaced hereafter. No damages, compensation, or claim shall be payable by Landlord for any inconvenience, interruption, or cessation of Tenant's business or any annoyance arising from any damage to or destruction of all or any portion of the Premises or Building.

19.1 PARTIAL DESTRUCTION OF PREMISES. In the event of a partial destruction of the Premises during the term hereof from any cause, Landlord shall forthwith repair the same at Landlord's expense, provided that such repairs can be made within sixty (60) days under existing Laws; but such partial destruction shall not terminate this Lease, except that Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with Tenant's beneficial enjoyment of the Premises for their intended purposes. If such repairs cannot be made within sixty (60) days, Landlord, at his option may make the same within a reasonable time, this Lease continuing in effect with the rent proportionately abated as aforesaid; and in the event that Landlord shall not elect to make such repairs which cannot be made within sixty (60) days, this Lease may be terminated by either party upon written notice, effective as of the date of such notice. Notwithstanding the foregoing, if all repairs cannot be completed or are not actually completed within one hundred eighty (180) days of the date of damage Tenant may terminate this Lease at its option.

19.2 DESTRUCTION OF BUILDING. In the event that the Building is destroyed to an extent of not less than one-third of the replacement costs thereof, either party may elect to terminate this Lease, whether the Premises be injured or not. A total destruction of the Building shall terminate this Lease.

19.3 DISPUTES. In the event of any dispute between Landlord and Tenant with respect to the provisions hereof, the matter shall be settled by arbitration in accordance with the provisions of Section 26 below.

20 TENANT'S DEFAULT. The occurrence of any one or more of the following events shall constitute a material breach and default ("Event of Default") of this Lease by Tenant:

(a) Tenant's failure to pay any Rent or any other charges required to be paid by Tenant under this Lease, where such failure continues for five
(5) days after written notice from Landlord that such payment is due and payable provided, however, that such written notice will no longer be required if Landlord has issued two or more during any 12-month period;

(b) Tenant's failure promptly and fully to perform any other covenant, condition, or agreement contained in this Lease, where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant;


(c) Tenant's failure to comply with the Rules, unless such failure is cured within five (5) days after notice; provided, that if the nature of Tenant's failure is such that more than five (5) days are reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure within such period and thereafter diligently and continuously prosecutes such cure to completion;

(d) Tenant's abandonment or vacation of the Premises;

(e) any material misrepresentation or omission herein or in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering this Lease or in connection with any Transfer under Section 6;

(f) cancellation of any guaranty of this Lease by any Guarantor;

(g) failure by Tenant to cure within any applicable times permitted thereunder any default under any other lease for space in any other building owned or managed by Landlord or its affiliates now or hereafter entered by Tenant; and any Default hereunder not cured within the times permitted for cure herein shall, at Landlord's election, constitute a default under any other such lease or leases;

(h) The levy of a writ of attachment or execution on the Lease or on any of Tenant's property;

(i) Tenant's or any Guarantor's general assignment for the benefit of creditors or arrangement, composition, extension, or adjustment with its creditors; or

(j) In any proceeding or action in which Tenant is a party, the appointment of a trustee, receiver, agent, or custodian to take charge of the Premises or Tenant's Property for the purpose of enforcing a lien against the Premises or Tenant's Property.

The parties expressly agree that any notice which Landlord may give to Tenant that an Event of Default has occurred under this Section 20 shall satisfy the requirements of Section 1161 of the California Code of Civil Procedure, and it shall not be necessary to give another notice to Tenant under Section 1161.

20.1 LANDLORD's REMEDIES. Upon the occurrence of an Event of Default hereunder, Landlord shall have the right, in addition to any other rights or remedies Landlord may have, at Landlord's option, without further notice or demand of any kind, to elect to do one of the following alternatives:

(i) Terminate this Lease and Tenant's right to possession of the Premises, re-enter the Premises, and take possessions thereof; and Tenant shall have no further claim to the Premises or under this Lease; or

(ii) Continue this Lease in effect and collect any unpaid Rent or other charges which have theretofore accrued or which thereafter become due and payable. It is intended hereunder that Landlord have the remedy described in California Civil Code Section 1951.4, which provides that a landlord may continue a lease in effect after a tenant's breach and abandonment and recover rent as it becomes due, if tenant has the right to sublease or assign, subject only to reasonable limitations.

In the event of any re-entry or retaking of possession by Landlord, Landlord shall have the right, but not the obligation, to remove all or any part of Tenant's Property from the Premises and to place such property in storage at a public warehouse at the expense and risk of Tenant.

20.2 NO WAIVER OF DEFAULT. The waiver by Landlord of any Event of Default or of any other breach of any term, covenant, or condition of this Lease shall not be deemed a waiver of such term, covenant, or condition or of any subsequent breach of the same or any other term, covenant, or condition. Acceptance of Rent by Landlord subsequent to any Event of Default or breach hereof shall not be deemed a waiver of any preceding Event of Default or breach other than the failure to pay the particular Rent so accepted, regardless of Landlord's knowledge of any breach at the time of such acceptance of Rent. Neither Landlord nor Tenant shall be deemed to have waived any term, covenant, or condition of this Lease, unless the waiving party gives the other party written notice of such waiver. Neither Landlord nor Tenant should rely upon the other party's failure or delay in enforcing any right or remedy hereunder.

20.3 LANDLORD'S RIGHT TO CURE. If Tenant defaults in the performance of any of its obligations under this Lease, Landlord may (but shall not be obligated to), without waiving such default, perform the same for the account and at the expense of Tenant. Tenant shall pay Landlord all costs of such performance promptly upon receipt of a bill therefor.

20.4 DAMAGES. Should Landlord elect to terminate this Lease under the provisions of Section 20.1(i) above, Landlord may recover as damages from Tenant the following:

(a) PAST RENT: The worth at the time of the award of any unpaid Rent which had been earned at the time of termination; plus

(b) RENT PRIOR TO AWARD: The worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(c) RENT AFTER AWARD: The worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of the rental loss that Tenant proves could have been reasonably avoided; plus

(d) SUBSTANTIALLY CAUSED DAMAGES: Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under this


Lease, including, but not limited to, any costs or expenses (including attorneys' fees), incurred by Landlord in (i) retaking possession of the Premises; (ii) maintaining the Premises after Tenant's default; (iii) preparing the Premises for reletting to a new tenant, including any repairs or alterations; and (iv) reletting the Premises, including brokers' commissions.

"The worth at the time of the award" as used in subsections (a) and (b) above is to be computed by allowing interest at the rate of ten percent (10%) per annum. "The worth at the time of the award" as used in subsection (c) above is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank situated nearest to the Premises at the time of the award plus one percent (1%).

21 RULES. Tenant agrees that it will abide by, keep and observe all reasonable rules and regulations which Landlord may make from time to time for the management, safety, care, and cleanliness of the Building and grounds, the parking of vehicles and the preservation of good order herein as well as for the convenience of other occupants and tenants of the Building. The violations of any such rules and regulations shall be deemed a material breach of this Lease by Tenant.

22 NOTICES. Any notice required or permitted under this Lease shall be in writing and shall be delivered in at least one of the following ways:
personally or by private hand-delivery messenger service; by depositing the same in the United States mail, postage prepaid, registered or certified, return receipt requested; or by depositing such notice, postage prepaid, with Federal Express, DHL, UPS, or another nationally-recognized private overnight delivery service. Each such notice shall be addressed to the intended recipient at such party's address set forth as follows, or at such other address as such party has theretofore specified by written notice delivered in accordance with this Section 22:
if to Landlord:

Attn: Michael Goldin 720 Channing Way Berkeley, CA 94710

if to Tenant:


The Roda group Venture
Development Company
918 Parker Street
Berkeley, CA 94710

Attn: Daniel H. Miller

Every notice given to a party shall state the section of the Lease pursuant to which the notice is given and the period of time within which the recipient of the notice must respond.

23 HOLDING OVER. Any holding over after the expiration of this Lease, with the consent of Landlord, shall be construed as a month-to-month tenancy at a base monthly rental of one hundred and fifty percent (150%) of the monthly rental which was in effect under the Lease on the Expiration Date, and otherwise in accordance with the terms hereof, as applicable, except that Tenant shall have no extension or renewal option.

24 OPTION TO RENEW. Tenant is hereby granted one (1) option to extend (the "Extension Option") the Term of the Lease for a period of three (3) Lease Years (the "Extension Period"). The Extension Period term shall begin the first day following the Expiration Date and shall take effect on the same terms and conditions in effect under the Lease immediately prior to the first Extension Period, except that monthly Base Rent shall be nine thousand one hundred and twenty dollars ($9,120.00).

24.1 EXERCISE OF OPTION. The Extension Option may be exercised only by giving Landlord written notice of Tenant's irrevocable election to exercise no earlier than ten (10) months and no later than six (6) months prior to the commencement of the Extension Period.

24.2 FAILURE TO EXERCISE. If Tenant shall fail validly and timely to exercise the option herein granted, said option shall terminate and shall be null and void and of no further force and effect.

24.3 DEFAULT. Tenant's exercise of the Option shall, at Landlord's election, be null and void if an Event of Default exists on the date of Tenant's notice of exercise and such Default is not cured within the applicable cure period, or at any time thereafter and prior to commencement of the relevant Extension Period and such Default is not cured within the applicable cure period. Tenant's exercise of the Extension Option shall not operate to cure a Default by Tenant nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such Default. If the Lease or Tenant's right to possession of the Premises shall terminate before Tenant shall have exercised the Extension Option, then immediately upon such termination the Extension Option shall simultaneously terminate and become null and void.


24.4 TIME. Time is of the essence of the Extension Options granted hereunder.

25 ESTOPPEL CERTIFICATE. Tenant shall at any time upon not less than ten
(10) days' prior written notice from Landlord execute, acknowledge, and deliver to Landlord a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), the amount of any security deposit, and the date to which the rent and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of the Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer to the Premises. At Landlord's option, Tenant's failure to deliver such statement within such time shall be a material breach of this Lease or shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) there are no uncured defaults in Landlord's performance, and (iii) not more than one month's rent has been paid in advance or such failure may be considered by Landlord as a default by Tenant under this Lease. If Landlord desires to finance, refinance, or sell the Premises, or any part thereof, Tenant hereby agrees to deliver to any lender or purchaser designated by Landlord summary financial statements of Tenant as may be reasonably required by such lender or purchaser. All such financial statements shall be received by Landlord and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

25.1 SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT. With respect to Security Devices entered into by Landlord after execution of this Lease, Tenant's subordination of this Lease shall be subject to receiving assurance (a "non-disturbance agreement") from the Lender that Tenant's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Tenant is not in Breach hereof and attorns to the record owner of the Premises. Landlord agrees to use reasonable commercial efforts to obtain from the current lender on the Building a nondisturbance agreement for Tenant within a reasonable period before or after the Commencement Date.

26 ARBITRATION. In the event of any dispute between Landlord and Tenant arising under this Lease that is not resolved by the parties within ten (10) days after the date either party gives notice to the other of its desire to arbitrate the dispute (the "Outside Agreement Date"), the dispute shall be settled by binding arbitration as provided in this Section 26; provided, however, that nothing in this Section 26 shall limit Landlord's right to bring an unlawful detainer action against Tenant if appropriate. All arbitration proceedings shall be conducted at Berkeley, California. Judgment upon the arbitration award may be entered in any court having jurisdiction. The arbitrators shall have no power to change the Lease provisions. Both parties shall continue performing their Lease obligations pending the award in the arbitration proceeding. The arbitrators shall award the prevailing party reasonable expenses and costs, including reasonable attorneys' fees pursuant to Section 26.2 below, plus interest on the amount due at ten percent (10%) per annum or the maximum then allowed by Law, whichever is less.

26.1 PROCEDURE. Not later than fifteen (15) days following the Outside Agreement Date, the party demanding arbitration shall submit the matter to arbitration under the current rules of the American Arbitration Association including their rules relating to discovery, but subject to any definitions or sections of the Lease which may be applicable to the dispute under submission, and shall request a list of potential arbitrators from whom an arbitrator shall be selected in accordance with the rules of the American Arbitration Association.

26.2 PAYMENT. The losing party shall pay to the prevailing party the amount of the final arbitration award. If payment is not made within ten (10) business days after the date the arbitration award is no longer appealable, then in addition to any remedies under the law, if Landlord is the prevailing party, it shall have the same remedies for failure to pay the arbitration award as it has for Tenant's failure to pay Rent; and if Tenant is the prevailing party, it may deduct any remaining award from its monthly payment of Rent or other charges.

27 SUBORDINATION. Tenant agrees that this Lease shall be automatically subordinate to any mortgage or trust deeds that are now or may hereafter be placed upon said Premises. Notwithstanding the foregoing, Tenant agrees that any mortgagee of the Building, the holder of any note, or beneficiary of any deed of trust (collectively "Holders") encumbering the Building shall have the right upon written notice to Tenant to subordinate the lien of any such note or deed of trust to this Lease.

28 LANDLORD'S LIABILITY. The liability of Landlord to Tenant for any default by Landlord under this Lease or arising in connection herewith or with Landlord's operation, management, leasing, repair, renovation, alteration, or any other matter relating to the Building or the Premises shall be limited to Landlord's insurance in a minimum amount of three million dollars ($3,000,000) combined plus the interest of Landlord in the Development (and the rental proceeds thereof) except with respect to any intentional tort. Under no circumstances shall Landlord ever be liable for consequential or punitive damages, including damages for lost profits or for business interruption. Tenant agrees to look solely to Landlord's interest in the Development (and the rental proceeds thereof) for the recovery of any judgment


against Landlord, and Landlord shall not be personally liable for any such judgment or deficiency after execution thereon. The limitations of liability contained in this Section 28 shall apply equally and inure to the benefit of Landlord's present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents, and employees, and their respective partners, heirs, successors, and assigns. Under no circumstances shall any present or future general or limited partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust) have any liability for the performance of Landlord's obligations under this Lease.

28.1 LIABILITY UPON TRANSFER. The term Landlord as used herein shall mean only the owner or owners, at the time in question, of the fee title of leased Premises and in the event of any transfer of such title or interest, Landlord herein named shall be relieved from and after the date of such transfer of all liability as respects Landlord's obligations thereafter to be performed, provided that any funds in the hands of Landlord at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Landlord shall, subject as aforesaid, be binding on Landlord's successors and assigns, only during their respective periods of ownership.

29 FIRST SOURCE AGREEMENT. (For five or more employees) Tenant represents that it has fewer than five (5) employees as of the Commencement Date of the Lease and as such is not subject to the requirement to enter into a First Source Agreement with the City of Berkeley.

30 MISCELLANEOUS. The following provisions shall apply generally to terms, provisions, and covenants of this Lease:

30.1 NO OFFER. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises. This document becomes effective and binding only upon execution and delivery hereof by Tenant and by Landlord. No act or omission of any employee or agent of Landlord or of Landlord's broker shall alter, change, or modify any of the provisions hereof.

30.2 NO PARTNERSHIP. It is expressly understood that Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint adventurer or a member of a joint enterprise with Tenant, and that the provisions of this Lease relating to the percentage rental payable hereunder, if any, are included solely for the purpose of providing a method whereby the rental is to be measured and ascertained.

30.3 HEIRS, ASSIGNS, SUCCESSORS. This Lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.

30.4 TIME. Time is of the essence of this Lease.

30.5 WAIVER. No failure of Landlord or Tenant to enforce any term hereof shall be deemed to be a waiver.

30.6 ATTORNEY'S FEES. In case arbitration or suit should be brought for recovery of the Premises, or for any sum due hereunder, or for any breach hereunder by either Tenant or Landlord, or because of any act or omission which may arise out of the possession of the Premises, by either party, the prevailing party shall be entitled to all costs incurred in litigation, arbitration, or otherwise in connection with such action, including a reasonable attorneys' fee.

31 ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all the agreements of the parties hereto and supersedes any previous negotiations. There have been no representations made by the Landlord or Tenant or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties hereto.

IN WITNESS WHEREOF Landlord and Tenant have executed this Lease as of the date first-above written.

Landlord:     EAT/WORK DEVELOPMENT, LP, a California limited partnership

                   By: /s/ Michael Goldin
                       ---------------------------------
                       Michael Goldin, General Partner

Tenant:       THE RODA GROUP VENTURE DEVELOPMENT COMPANY, L.L.C., a

Delaware limited liability company

By:  /s/ Daniel Miller
    ---------------------------------
    Daniel Miller

Its: Managing Director

[DIAGRAM OF FLOOR PLAN]


EXHIBIT B-FIRST FLOOR

[DIAGRAM]


EXHIBIT B-MEZZANINE

[DIAGRAM]


EXHIBIT C

This Commencement Date agreement is attached to that certain lease dated 8/20/97 between Eat/Work Development, LP, a California limited partnership and The Roda Group Venture Development Company, L.L.C., a Delaware limited liability company ("Tenant") for the Premises as described in the Lease. Landlord and Tenant agree that the Commencement Date pursuant to Section 1.4 of the Lease shall be 10/15/97 for all purposes thereunder.

Landlord:     EAT/WORK DEVELOPMENT, LP, a California limited partnership

                  By:  /s/ Michael Goldin
                      ----------------------------------
                      Michael Goldin, General Partner

Tenant:       THE RODA GROUP VENTURE DEVELOPMENT COMPANY
              L.L.C., a Delaware limited liability company

                  By: /s/ Daniel Miller
                      ----------------------------------
                      Daniel Miller

Its: Managing Director

EXHIBIT D - WORK LETTER AGREEMENT

THIS WORK LETTER AGREEMENT (the "Agreement") is made as of 8/20/97, between EAT/WORK DEVELOPMENT, LP, a California limited partnership ("Landlord"). THE RODA GROUP VENTURE DEVELOPMENT COMPANY L.L.C., a Delaware limited liability company ("Tenant").

Reference is made to the lease dated as, of 8/20/97 between Landlord and Tenant (the "Lease") for premises known as Suites A-1-1 and A-1-2, (the "Premises"), located in the building (the "Building") known as 918 Parker Street, Berkeley, California.

1. BASIC TERMS.
A. Date to substantially complete work: Commencement Date under the Lease.
B. Description of The Work:
(a) Demising walls and furnishings as shown in Plans attached hereto as Schedule 1. These walls to be standard steel stud frame with sound batte and 5/8" sheet rock unless otherwise noted. Walls to be spray finished and painted white. Molding and trim to be painted wood or base rubber mold.
(c) Standard office lighting.
(d) Pre-wired for burglar alarm.
(e) ten thousand dollars ($10,000) allowance towards network cabling.

2. BASIC AGREEMENT.
A. COMPLETION OF WORK. On or before the Commencement Date under the Lease, Landlord shall substantially complete the Work shown on the final approved Plans. However, Landlord shall not be responsible for delays caused by Tenant or Tenant's contractor's, agents, or employees. Landlord shall deliver the Premises broom clean with all plumbing, lighting, electrical, and all Systems and Equipment in a good state of repair.
B. COST OF THE WORK. Landlord shall bear the cost of the Work (including the cost of building permits and sales tax) as shown on the final approved Plans; and Tenant shall bear any costs incurred in connection with any work it may desire in addition to that shown on the final approved Plans.
3. CHANGES AFTER PLANS ARE APPROVED. If Tenant shall desire any changes, alterations, or additions to the final Plans after they have been approved by Landlord, Tenant shall submit a detailed written request or revised Plans (the "Change Order") to the Landlord for approval. If reasonable and practicable and generally consistent with the Plans theretofore approved, Landlord shall not unreasonably withhold approval; but all costs in connection therewith shall be paid for by Tenant as a Tenant's Cost under Paragraph 4 to the extent that such costs exceed the amount expected to be incurred by Landlord under the previous plans. Landlord's approval of any Change Order shall be contingent upon Tenant's acknowledgement and agreement to any delay in the date of substantial completion which may be caused by such Change Order.
4. TENANT'S COSTS; ESTIMATES (IF APPLICABLE). Any amounts that Tenant is required to pay under this Agreement shall be referred to as "Tenant's Cost" herein. Tenant's cost shall be deemed "additional Rent" under the Lease. Landlord may at any time reasonably estimate Tenant's Cost in advance, in which case, after mutual written agreement to proceed, Tenant shall deposit such estimated amount with Landlord within 10 days after requested by Landlord. If such estimated amount exceeds the actual amount of Tenant's Cost, Tenant shall receive a refund of the difference; and if the actual amount shall exceed the estimated amount, Tenant shall pay the difference to Landlord within ten (10) days after requested by Landlord. Any cost estimates based on a Space Plan or so-called "pricing plan" will be preliminary in nature and may not be relied on by Tenant. However, Landlord agrees that any written estimate of Tenant's Cost based on the approved Working Drawings will not be exceeded by more than twenty percent (20%), except to the extent that:
(a) Tenant thereafter makes changes in the Working Drawings or the Work,
(b) overtime labor is required in order to substantially complete the Work by the Work Completion Date, (c) concealed conditions are encountered on the job site, (d) new legal requirements become effective following preparation of the estimate, or (e) there are strikes, acts of God, shortages of materials, or other causes beyond Landlord's reasonable control.
5. SUBSTANTIAL COMPLETION. The term substantial completion and its various inflections as used herein shall mean that Landlord has caused all of the Work to be completed substantially, except for so-called "punch-list items";
e.g., minor details of construction or decoration or mechanical adjustments which do not substantially interfere with Tenant's occupancy or beneficial enjoyment of the Premises for their intended purposes or Tenant's ability to complete any improvements to the Premises to be made by Tenant. If there is any dispute as to whether Landlord has substantially completed the Work, the good faith decision of a mutually agreed upon Space Planner shall be final and binding on the parties.
5.1 NOTICE OF SUBSTANTIAL COMPLETION. If Landlord notifies Tenant in writing that the Work is substantially completed, and Tenant fails to object thereto in writing within seven (7) days thereafter specifying in reasonable detail the items of work needed to be performed in order to achieve substantial completion, Tenant shall be deemed conclusively to have agreed that the Work is substantially completed, for purposes of commencing the Commencement Date and Rent under the Lease.
5.2 FINAL COMPLETION. Substantial completion shall not prejudice Tenant's rights to require full completion of any remaining items of Work. However, if Landlord notifies Tenant in writing that the Work is fully completed, and Tenant fails to object thereto in writing within fifteen (15) days thereafter specifying in reasonable detail the items of work needed to be completed and the nature of work needed to complete said items. Tenant shall be deemed conclusively to have accepted the Work as fully completed (or such portions thereof as to which Tenant has not so objected).


5.3 LATENT AND PATENT DEFECTS. Landlord shall repair patent defects in the Premises (except for defects in Tenant Improvements which are constructed by Tenant under this Lease), provided Landlord is notified of the same within three (3) months following the Commencement Date of the Term. Landlord shall also repair latent defects in the Premises (except for defects in Tenant Improvements which are constructed by Tenant under this Lease), provided Landlord is notified of the same within twelve (12) months following the Term Commencement Date. Landlord shall also repair all mechanical, heating, ventilation, air conditioning, electrical, life safety, lighting, and plumbing apparatus and equipment within the Premises whether or not the same are a part of Tenant Improvements. If such maintenance and repair is required because of the negligence or willful misconduct of Tenant, Tenant shall reimburse Landlord the cost of such maintenance and repair, except to the extent that Landlord is entitled to reimbursement from insurance purchased by Landlord as part of Operating Expenses.

THE PARTIES AGREE THAT THE PROVISIONS OF THIS WORK LETTER AGREEMENT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease and this Work Letter Agreement, the latter shall govern and control. Any default by a party hereunder shall constitute a default by that party under the Lease, and said party shall be subject to the remedies and other provisions applicable thereto under the Lease.

IN WITNESS WHEREOF Landlord and Tenant have executed this Agreement as of the date first-above written.

Landlord:     EAT/WORK DEVELOPMENT, LP, a California limited partnership

                   By: /s/ Michael Goldin
                     ---------------------------------
                       Michael Goldin, General Partner



Tenant:       THE RODA GROUP VENTURE DEVELOPMENT COMPANY L.L.C., a
              Delaware limited liability company

                   By: /s/ Dan Miller
                      ------------------------------
                        Daniel Miller

Its: Managing Director

SCHEDULE 1

[DIAGRAM]

FIRST LEVEL PLAN


SCHEDULE 1

[DIAGRAM]

MEZZANINE PLAN


[DIAGRAM]

FIRST LEVEL PLAN--POWER &
ELECTRICAL


[EXHIBIT E]

E A T / W O R K D E V E L O P M E N T

LEASE GUARANTY

THIS GUARANTY ("Guaranty") is executed and delivered as of August 15, 1997, by DANIEL MILLER, an individual, and ROGER STRAUCH, an individual (jointly and severally "Guarantor") for the benefit of EAT/WORK DEVELOPMENT, a California limited partnership ("Landlord"), with reference to the following facts:

RECITALS

A. Landlord and The Roda Group, L.L.C., a California limited liability company ("Tenant") are parties to that certain Commercial Office lease (the "Lease") dated as of August 15, 1997, for approximately 4,800 rentable square feet (the "Premises") in the building commonly known as the Eat/Work Development, located at 918 Parker Street, Berkeley, California (the "Property").

B. As a condition to executing the Lease, Landlord has required that Guarantor execute and deliver this Guaranty.

AGREEMENT

1 GUARANTEE OF LEASE. In order to induce Landlord to execute the foregoing Lease, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties (collectively, jointly, and severally referred to as the "undersigned") do hereby absolutely and unconditionally (subject to the limitations provided herein), jointly and severally, guarantee to Landlord, its successors, and assigns, the full performance and observance of all the covenants, conditions, and agreements provided to be performed and observed by Tenant in the Lease, including the prompt payment of the Rent and all other amounts provided in the Lease to be paid by Tenant, and all obligations of Tenant under any parking agreement, storage agreement, work agreement, or other agreement between the parties now or hereafter entered into in connection with said Lease or the Premises or Property thereunder; provided, however, that Guarantor's exposure and liability hereunder shall be limited to a maximum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000).

2 WAIVER OF NOTICES. The undersigned hereby waives acceptance and notice of acceptance of this Guaranty and notice of non-payment, non-performance, or non-observance, and all other notices and all proof or demands.

EAT/WORK DEVELOPMENT CONTINUING GUARANTY

PAGE E-1 OF 3

3 WAIVER OF SURETYSHIP DEFENSES. The undersigned expressly agrees that its obligations hereunder shall in no way be terminated, affected, or impaired by reason of the granting by Landlord of any indulgences to Tenant or by reason of the assertion against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of said Lease or by the relief of the Tenant from any of the Tenant's obligations under said Lease by operation of law or otherwise, including the rejection of the Lease in a bankruptcy proceeding, the undersigned hereby waiving all suretyship defenses.

4 MODIFICATION OF LEASE. The undersigned covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any renewal, modification, or extension of the Lease made by the original Tenant, whether or not the undersigned shall have received any notice of or consented to such renewal, modification, or extension; provided, however, that the obligations of this Guaranty shall terminate as of the tenth (10th) day of the Extension Term defined in the Lease if Tenant, its successors, or assigns exercises its Extension Option thereunder and if Landlord shall have approved Tenant's then-current financial statement. Landlords's approval of such financial statement shall not be unreasonably withheld, conditioned, or delayed.

5 JOINT AND SEVERAL LIABILITY. The undersigned agree that their liability hereunder as to each shall be primary and that in any right of action which shall accrue to the Landlord under the Lease the Landlord may, at its option, proceed against the undersigned and the Tenant, jointly or severally, and may proceed against the undersigned without having commenced any action against or having obtained any judgement against the Tenant. Landlord may proceed against any one or more Guarantors without proceeding against the others and may release any Guarantor(s) or any security deposit, security interest, or letter of credit without releasing the other Guarantors.

6 WAIVER OF STRICT PERFORMANCE. It is agreed that the failure of the Landlord to insist in any one or more instances upon strict performance or observance of any of the terms, provisions, or covenants of the Lease or this Guaranty or to exercise any right therein or herein contained shall not be construed or deemed to be a waiver or relinquishment for the future of such term, provision, covenant, or right, but the same shall continue and remain in full force and effect. Receipt by the Landlord of rent or other payments with knowledge of the breach of any provision of the Lease shall not be deemed a waiver of such breach or of this Guaranty.

7 TRANSFER OF LEASE. No assignment or other transfer of the Lease or any interest therein shall operate to extinguish or diminish the liability of the undersigned hereunder, except as set forth in PARA 4 above. The parties expressly intend that this Guaranty shall apply to any transfer permitted under the Lease without Landlord's prior written consent equally as to the Lease. Notwithstanding the foregoing, this Guaranty shall not apply to any renewal, modification, or extension of the Lease made by any party other than the original Tenant, except only for the exercise of the option set forth in
Section 24 of the Lease.

EAT/WORK DEVELOPMENT CONTINUING GUARANTY

PAGE E-2 OF 3

STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT

THIS COMMERCIAL OFFICE LEASE (the "Lease") is entered into as of 8/14/98 by and between EAT/WORK DEVELOPMENT, LP, a California limited partnership ("Landlord") and The Roda Group Venture Development Co., L.L.C., a Delaware limited liability company ("Tenant").

1. BASIC LEASE TERMS. Landlord leases to Tenant, and Tenant rents and hires from Landlord, the Premises described in Section 1.1 below, for the rents hereinafter reserved, for the term stated in Section 1.4 below, and upon and subject to the terms, conditions (including limitations, restrictions, and reservations), and covenants hereinafter provided. Each party hereby expressly covenants and agrees to observe and perform all of the conditions and covenants herein contained on its part to be observed and performed. The parties agree that the following table (the "Table") sets forth in summary form the basic terms of this Lease, as all of such terms as defined below:

Period                Suite #    Square Footage    Monthly Base        Pro Rata Share   Base Year
                                                   Rent (incl. CAM)

October 15, 1998-     A-14       4800 sq. ft.      $7920               14.12%            1998
October 14, 2001

In the event of any conflict between the terms contained in the Table and the terms contained in subsequent sections of the Lease, the terms of the Table shall control, subject to any adjustments specifically provided for in any other provisions of the Lease.

1.1 PREMISES. The Premises leased to Tenant (the "Premises") is that portion of the Building described in Section 1.2 below and commonly known as Suites A-14, as shown on the floor plan annexed hereto as EXHIBIT B. The Premises also include all fixtures and equipment which are attached thereto, except items not deemed to be included therein and which are removable by Tenant as provided in Section 18. Landlord and Tenant agree that the square footage of the Premises, for all purposes under this Lease, are as specified in the Table. Tenant acknowledges that it has had an opportunity to verify the numbers stated in the Table relating to the measurements of the Premises prior to the Commencement Date of this Lease.

1.2 BUILDING. The Premises are located in the building known by the street address 918 Parker Street (the "Building") in the City of Berkeley, County of Alameda, State of California. The Building is more particularly described and depicted in EXHIBIT A which is attached hereto. Landlord and Tenant agree that the square footage of the Building, for all purposes under this Lease, is twenty thousand seven hundred (20,700). Tenant acknowledges that it has had an opportunity to verify the measurement of the Building prior to the Commencement Date of this Lease.

1.3 DEVELOPMENT. The Building is located in and forms part of the real property commonly known as the Eat/Work Development, with a street address of 918 Parker Street, Berkeley, California (the "Development"), which comprises three different buildings and constitutes a single parcel on the assessment roll of the Alameda County Tax Assessor. For the purposes of this Lease, the Development shall mean the Building and any common or public areas or facilities, easements, corridors, lobbies, sidewalks, loading areas, driveways, landscaped areas, skywalk, parking garages and lots, and any and all other structures or facilities operated or maintained in connection with or for the benefit of the Building, and all parcels or tracts of land on which all or any portion of the Building or any of the other foregoing items are located, and any fixtures, machinery, equipment, apparatus, Systems and Equipment (as defined in Section 5.5 below), furniture, and other personal property located, thereon or therein and used in connection therewith, whether title is held by Landlord or its affiliates. Landlord and Tenant agree that the square footage of the Development, for all purposes under this Lease, is thirty four thousand (34,000). Tenant acknowledges that it has had an opportunity to verify the measurement of the Development prior to the Commencement Date of this Lease.

1.4 TERM. The term (the "Term") for which the Premises are hereby leased shall commence on the "Commencement Date," which shall be October 15, 1998 or, if earlier, the day on which the Premises are ready for occupancy (as defined in Section 5) and shall end on October 14, 2001 (the "Expiration Date") or any earlier date upon which the Term may expire or be canceled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law. Promptly following the Commencement Date the parties hereto shall, if required by Landlord, enter into a supplementary agreement fixing the dates of the Commencement Date and the Expiration Date in the form which is attached hereto as EXHIBIT C and incorporated herein by reference.

1.4.1 DELAY IN POSSESSION. If Landlord is unable to deliver possession of the Premises to Tenant at the commencement hereof, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be void or voidable, but Tenant shall not be liable for any rent until possession is delivered with all Work having been substantially completed pursuant to
Section 5.2 and EXHIBIT D hereof. Tenant may at its option terminate this Lease if possession of the Premises with all work substantially completed pursuant to


Section 5.2 and Exhibit D hereof, is not delivered within one hundred twenty
(120) days of the Commencement Date.

1.5 TENANT PARKING. Tenant is entitled to nine (9) unreserved parking spaces in the parking lot of Eat/Work Development. If it is necessary at any time to reserve parking spaces or hire a guard to monitor parking, Landlord may, at its option, do so and pass both reasonable administrative and direct labor expenses for the guard or monitor to Tenant based on Tenant's Pro Rata Share as defined in Section 1.

2 RENT. The "Rent" reserved under this Lease, for the Term thereof, shall consist of the following:

a) "Base Rent" of seven thousand nine hundred twenty dollars ($7,920.00) per month, which shall be payable in advance on the first day of each and every calendar month during the Term of this Lease, except that Tenant shall pay the first month's Base Rent due under the Lease upon the execution and delivery of this Lease by Tenant; and

b) "Additional Rent" consisting of any and all other sums of money as shall become payable by Tenant to Landlord hereunder; and Landlord shall have the same remedies for default in the payment of Additional Rent as for a default in payment of Base Rent.

2.1 BASE RENT ADJUSTMENT. On each anniversary of the Commencement Date the monthly Base Rent shall increase by two hundred eighty dollars ($280.00).

2.2 ADDITIONAL RENT. In addition to the Base Rent and all other payments due under this Lease and the Work Letter Agreement, Tenant shall pay to Landlord, in the manner set forth herein, as Additional Rent, the following amounts (collectively the "Rental Adjustment"):

a) INCREASED INSURANCE. Tenant agrees to pay its Pro Rata Share of that portion of all Casualty Insurance under Section 2.3e incurred or paid by Landlord in connection with the ownership and operation of the Building ("insurance") during each Adjustment Period which exceeds the amount of Base Operating Insurance subject to proration under Section 2.3.2 below. In the event that Landlord obtains additional coverages or increases the rate of coverage as of the commencement date of this Lease, Landlord agrees to adjust Base Year coverage as if such coverage had been included in the Base Year. Notwithstanding anything to the contrary herein, Landlord agrees that "Increased Insurance" shall not include any surcharge or unusual rate increase attributable to any non-office Tenant in the Building.

b) INCREASED TAXES. An amount equal to Tenant's Pro Rata Share of that portion of Real Estate Taxes paid by Landlord during each Adjustment Period which exceeds the amount of Base Real Estate Taxes, subject to proration under Section 2.3.2 below. Notwithstanding anything to the contrary herein, Tenant's obligation to pay its Pro Rata Share of any increase in Real Estate Taxes which is attributable to a transfer or change in the ownership of the Building (the "Increase") shall be limited as follows: if the transfer or change in ownership occurs during the first year after the Commencement Date, Tenant shall have no obligation to pay any portion of the Increase; if the transfer or change in ownership occurs during the second year after the Commencement Date, Tenant shall pay twenty percent (20%) of the Increase; if the transfer or change in ownership occurs during the third year after the Commencement Date, Tenant shall pay forty percent (40%) of the Increase; if the transfer or change in ownership occurs during the fourth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay sixty percent (60%) of the Increase; if the transfer or change in ownership occurs during the fifth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay eighty percent (80%) of the Increase; and if the transfer or change in ownership occurs during the sixth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay one hundred percent (100%) of the Increase.

2.3 DEFINITIONS. For the purposes of this Lease, the following definitions shall apply:

a) BASE INSURANCE. "Base Insurance" means the total of insurance paid by Landlord during calendar year 1998 for the Development (the "Base Insurance Year").

b) BASE REAL ESTATE TAXES. "Base Real Estate Taxes" means the total of Real Estate Taxes paid by Landlord during tax year 1998-1999 for the Development (the "Base Tax Year").

c) TENANT'S PRO RATA SHARE. "Tenant's Pro Rata Share" shall mean the percentage labeled as such in the Table in Section 1, derived as follows:
Tenant's Pro Rata Share is calculated by dividing the agreed area of the Premises (numerator) by the agreed area of the Development (denominator) and expressing the resulting quotient as a percentage. Tenant's Pro Rata Share shall be adjusted during the Term in proportion to any adjustment in the area of the Premises or Development in accordance with the formula stated herein.

d) ADJUSTMENT PERIOD. "Adjustment Period" means each calendar year of which any portion occurs during the Term, excluding the Base Year and beginning with the first calendar year immediately following the Base Year.

e) INSURANCE. "Insurance" means premiums for any insurance policies as determined by Landlord in accordance with the reasonable practice of prudent landlords in the vicinity of the Development (including public liability, property damage, earthquake if commercially reasonable, and fire and extended

2

coverage insurance for the full replacement cost of the Building as required by Landlord or its lenders for the Building).

f) REAL ESTATE TAXES. "Real Estate Taxes" means any and all ad valorem real property taxes and any form of assessment, levy, charge, fee, tax, or other imposition imposed by any authority, including any city, county, state, or federal governmental agency, or any school, library, lighting, transportation, housing, drainage, or other improvement or special assessment district thereof, whether or not now customary or in the contemplation of the parties hereto, and whether or not general, special, ordinary, or extraordinary, which Landlord shall pay during any Adjustment Period because of or in connection with the ownership, leasing, or operation of the Building.

2.3.1 RECONCILIATION. On or before the first day of April of each year after the first Adjustment Period (or as soon thereafter as is practical), Landlord shall deliver to Tenant a statement (the "Statement") setting forth the Rental Adjustment for the preceding year. Tenant shall pay Landlord the amount of any rental adjustment within ten (10) days of the receipt of the Statement. The obligation of Tenant to make payments required under this
Section 2.3.1 shall survive the expiration or earlier termination of the Term of this Lease.

2.3.2 PRORATION OF RENTAL ADJUSTMENT. If the Term does not commence on January 1 or does not end on December 31, Tenant's obligations to pay estimated and actual amounts towards increased Insurance and/or Real Estate Taxes for such first or final calendar year shall be prorated to reflect the portion of such year(s) included in the Term. Such proration shall be made by multiplying the total estimated or actual (as the case may be) increased insurance and/or Real Estate Taxes, (as the case may be) for such calendar year(s), as well as the base insurance amount and/or Base Real Estate Taxes, (as the case may be), by a fraction, the numerator of which shall be the number of days of the Term during such calendar year, and the denominator of which shall be three hundred sixty-five (365).

2.4 PAYMENT OF RENT. Tenant shall pay the Base Rent and Additional Rent promptly when due, without demand therefor and without any abatement, deduction, or setoff whatsoever, except as may be expressly provided in this Lease. Tenant shall pay the Rent to Landlord, in lawful money of the United States of America, at Landlord's office at the Building or at such other place, or to such agent and at such place, as Landlord may designate by notice to Tenant. If the Commencement Date occurs on a day other than the first day of a calendar month, the Base Rent for such calendar month shall be prorated, and the balance of the first month's Base Rent theretofore paid shall be credited against the next monthly installment of Base Rent. The Base Rent for the last month of the lease term shall also be prorated.

2.5 LATE CHARGES. Tenant acknowledges that the late payment of any monthly Rent will cause Landlord to lose the use of that money and incur costs and expenses not contemplated under this Lease, including administrative and collection costs and processing account expenses, the exact amount of which it is difficult to ascertain. Therefore, if more than one such installment within any 12-month period is not received by Landlord within five (5) days from the date it is due, Tenant shall pay Landlord a late charge equal to five percent (5%) of such installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the loss suffered from such nonpayment by Tenant. In addition, any check returned by the bank for any reason will be considered late and will be subject to all late charges plus a Twenty Dollar ($20.00) fee. After two such occasions in any twelve (12) month period, Landlord will have the right to require payment by a cashier's check or money order. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to such nonpayment by Tenant nor prevent Landlord from exercising any other rights or remedies available to Landlord under this Lease or at law.

3 SECURITY DEPOSIT. Tenant shall deposit with Landlord the amount of fifteen thousand eight hundred forty dollars ($15,840.00)(the "Security Deposit") upon Tenant's execution and submission of this Lease to be held, applied and disposed of pursuant to the provisions of Section 1950.7 of the California Civil Code. The Security Deposit shall serve as security for the prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease. Landlord shall not be required to keep the Security Deposit separate from Landlord's general funds or pay interest on the Security Deposit. Notwithstanding the foregoing, Landlord shall return seven thousand nine hundred twenty dollars ($7,920.00) to Tenant upon Tenant's payment of second months Rent provided Tenant is not default of the Lease.

3.1 APPLICATION OF DEPOSIT. In the event that Tenant is in Default hereunder and fails to cure within any applicable time permitted under this Lease, or in the event that Tenant owes any amounts to Landlord upon the expiration of this Lease, Landlord may use or apply the whole or any part of the Security Deposit for the amount of Tenant's obligations hereunder. The use or application of the Security Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages.

3.2 RESTORATION OF FULL DEPOSIT. In the event the Security Deposit is reduced by such use or application, Tenant shall deposit with Landlord, within ten (10) days after written notice, an amount sufficient to restore the full amount of the Security Deposit.

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3.3 DISPOSITION OF SECURITY DEPOSIT. After the Expiration Date or any earlier termination of the Lease, any remaining portion of the Security Deposit shall be returned to Tenant in accordance with he provisions of
Section 1950.7 of the California Civil Code.

4 USE. The Premises are to be used for offices and related uses and for no other purpose without prior written consent of Landlord.

4.1 PROHIBITED USES. Tenant shall not use any portion of the Premises for purposes other than those specified herein, and no use shall be made or permitted to be made upon the Premises, nor acts done, which will increase the existing rate of insurance upon the property, or cause cancellation of insurance polices covering said property. Tenant shall not conduct or permit any sale by auction on the Premises. Tenant shall not use, release or store or permit the usage, release, or storage of restricted materials or substances by Department of Health Services, California Water Quality Control Board, Environmental Protection Agency, or any other governmental agency or entity, and Tenant shall comply with all environmental laws, regulations, rules and requirements applicable to Tenant's activities in the Premises. Tenant shall indemnify, defend and hold Landlord harmless from and against any claims, judgments, demands, liabilities, costs and expenses (including reasonable attorney's fees) arising from Tenant's breach of the above covenants. Tenant shall not commit any waste upon the Premises or any nuisance or act which may disturb the quiet enjoyment of any tenant in the Building.

5 CONDITION OF PREMISES. Tenant shall accept the Premises (and the Systems and Equipment serving the same) in an "as is" condition, except as provided in paragraph 5.4, on the date the Term commences, and Landlord shall have no obligation to improve, alter, remodel, or otherwise modify the Premises prior to Tenant's occupancy, except as provided in the mutually approved "Work Letter Agreement" attached hereto and made a part hereof as EXHIBIT D.

5.1 LANDLORD'S PREPARATION. If the parties have entered into a separate Work Letter Agreement concurrently with their execution of this Lease, Landlord shall use reasonable diligence in completing and preparing the Premises for Tenant's occupancy in the manner and subject to the terms, conditions, and covenants set forth in the Work Letter Agreement. The facilities, materials, furnishings and work to be furnished, installed, and performed in the Premises by Landlord pursuant to the Work Letter Agreement are referred to as the "Work." Such other installations, materials, and work which may be undertaken by or for the account of Tenant to prepare, equip, decorate, and furnish the Premises for Tenant's occupancy are referred to as the "Tenant's Work."

5.1.1 POSSESSION DURING WORK. It is the intention of the parties that Tenant shall be in possession and occupancy of the Premises during the period that Landlord is performing work in the Development. Landlord shall have no liability to Tenant nor shall Tenant's obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption, or injury to Tenant's business arising from Landlord's performance of the improvements in the Development or making any repairs or changes which Landlord is required or permitted by this Lease or by any other tenant's lease or required by law to make in or to any portion of the Building or the Development. Landlord shall nevertheless use reasonable efforts to minimize any interference with Tenant's business in the Premises.

5.2 READINESS FOR OCCUPANCY. The Premises shall be deemed ready for occupancy on the earliest date on which all of the following conditions (the "Occupancy Conditions") have first been met:

a) SUBSTANTIAL COMPLETION OF WORK. Substantially Completed shall mean that the Premises and the Work and furnishings required to be installed under Exhibit D hereof are sufficiently completed to allow Tenant to occupy the Premises for their intended purposes, and it shall be so deemed notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment, or decoration (as further defined in Exhibit D) remain to be performed, the noncompletion of which does not materially interfere with Tenant's beneficial use of the Premises for their intended purposes;

b) ACCESS AND SERVICES. Reasonable means of access and facilities necessary to Tenant's use and occupancy of the Premises, including corridors, elevators, stairways, heating, ventilating, air-conditioning, sanitary, water, and electrical facilities (but exclusive of parking facilities) have been installed and are in reasonably good operating order and available to Tenant; and

5.2.1 TENANT DELAYS. If the occurrence of any of the Occupancy Conditions and Landlord's preparation of the Premises for occupancy shall be delayed owing to either (a) any act, omission, or failure of Tenant or any of its employees, agents, or contractors which shall continue after Landlord shall have given Tenant reasonable notice that such act, omission, or failure would result in delay, and such delay shall have been unavoidable by Landlord in the exercise of reasonable diligence and prudence; or (b) the nature of any items of additional work or change orders that Landlord undertakes to perform for the account of Tenant (including any delays incurred by Landlord, after making reasonable efforts, in procuring any materials, equipment, or fixtures of a kind or nature not used by Landlord as part of its standard construction)

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(collectively "Tenant Delays"), then the Premises shall be deemed ready for occupancy on the date when they would have been ready but for such Tenant Delays.

5.3 EARLY ENTRY. During any period that Tenant shall be permitted to enter the Premises prior to the Commencement Date other than to occupy the same (e.g., to perform alterations or improvements), Tenant shall comply with all terms and provisions of this Lease, except those provisions requiring the payment of Rent. Landlord shall permit early entry, provided the Premises are legally available and Landlord has completed any Work required under this Lease.

5.4 NOTICE OF DEFECTS. It shall be conclusively presumed upon Tenant's taking actual possession of the Premises that the same were in satisfactory condition (except for latent defects) as of the date of such taking of possession, unless within thirty (30) days after the Commencement Date Tenant shall give Landlord notice in writing specifying the respects in which the Premises were not in satisfactory condition. Landlord agrees to exercise for Tenant's benefit all of the standard contractor remedies and warranties of at least one year and any manufacturer's warranties for all new Work and as further provided in Section 5.3 of the Work Letter Agreement.

5.5 SYSTEMS AND EQUIPMENT. As used in this Lease, "Systems and Equipment" means collectively any existing duct work, intrabuilding network cables and wires that transmit voice, data, and other telecommunications signals ("INC"), and other equipment, facilities, and systems designed to supply water, heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life/safety systems or equipment, or any other mechanical, electrical, electronic, computer, or other systems or equipment for the Building. Nothing in this Lease shall be construed to impose upon the Tenant a general obligation to maintain the Building Systems and Equipment, except as specifically provided for in this Lease.

6 ASSIGNMENT AND SUBLETTING. Tenant agrees that it shall not assign, sublet, mortgage, hypothecate, or encumber this Lease, nor permit or allow the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance which shall not unreasonably be withheld or delayed. The actions described in the foregoing sentence are referred to collectively herein as "Transfers." If the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved; but no Transfer, occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the subtenant or occupant as tenant, or a release of Tenant from the further performance hereunder by Tenant. The consent by Landlord to a Transfer shall not relieve Tenant from obtaining the Landlord's express written consent to any further Transfer. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance which shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Tenant shall have a one-time right to assign the entire Premises to a company in which Tenant is a significant (i.e. more than 20%) shareholder without Landlord's prior consent, provided that (a) Tenant agrees that such assignment will not void the personal guarantee which is attached to this Lease as EXHIBIT E and (b) Tenant shall provide to Landlord concurrently with such assignment reasonably satisfactory evidence of (i) Tenant's majority ownership of assignee and (ii) a financial strength on the part of such assignee which is at least equal to that of Tenant as of the Commencement Date of this Lease.

7 COMPLIANCE WITH LAWS. Tenant shall use the Premises in compliance with all applicable federal, state, county, and local governmental and municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders, and other such requirements, and decisions by courts in cases where such decisions are considered binding precedents in the State of California (the "State"), and decisions of federal courts applying the laws of the State (collectively "Laws"). Tenant shall, at its sole cost and expense, promptly comply with each and all of such Laws, and also with the requirements of any board of fire underwriters or other similar body now or hereafter constituted to deal with the condition, use, or occupancy of the Premises, except in the case of required compliance (including, without limitation, structural changes) not triggered by Tenant's change in use of the Premises of Tenant's alterations, additions, or improvements therein. Tenant shall comply with all applicable Laws regarding the physical condition of the Premises, but only to the extent that the applicable Laws pertain to the particular manner in which Tenant uses the Premises or the particular use to which Tenant puts the Premises, if different from that permitted under Section 4 of this Lease.

7.1 CODE COSTS. Notwithstanding anything to the contrary in this Section 7, if the requirement of any public authority obligates either Landlord or Tenant to expend money in order to bring the Premises and/or any area of the Building into compliance with Laws as a result of Tenant's particular use or alteration of the Premises; Tenant's change in the use of the Premises; the manner of conduct of Tenant's business or operation of its installations, equipment, or other property therein; any cause or condition created by or at the instance of Tenant, other than by Landlord's performance of any work for or on behalf of Tenant; or breach of any of Tenant's obligations hereunder, then Tenant shall bear all costs ("Code Costs") of bringing

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the Premises and/or Building into compliance with Laws, whether such Code Costs are related to structural or nonstructural elements of the Premises or Building.

8 HAZARDOUS MATERIALS. Tenant shall not cause or permit to occur (i) any violation of applicable Laws now or hereafter enacted or issued, related to environmental conditions on, under, or about the Premises arising from Tenant's leasehold interest in or use or occupancy of the Premises including, soil and groundwater conditions and (ii) the use, generation, release, manufacture, refining, production, processing, storage, or disposal of any Hazardous Materials on, under, or about the Premises or the Building or the transportation to or from the Premises or the Building of any Hazardous Materials, except de minimis amounts of Hazardous Materials that are commonly used in office products or are present in ordinary cleaning supplies. All such office products and cleaning supplies will be used and stored in a manner that complies with all Laws. Tenant shall at its own expense make all submissions to, provide all information required by, and comply with all requirements of all governmental authorities under Laws relating to Hazardous Materials. Should any governmental entity having jurisdiction over the Premises demand that a remediation plan be prepared or that remediation be undertaken because of any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease at or from the Premises which arises at any time from Tenant's use or occupancy of the Premises or from acts or omissions of Tenant, its agents, employees, representatives, or invitees, then Tenant shall, at its own expense, prepare and submit the required plans. Tenant shall indemnify, defend, protect, and hold Landlord, its partners, officers, directors, beneficiaries, shareholders, agents, employees, and lenders harmless from all fines, suits, procedures, claims, liabilities, and actions of every kind, and all costs associated therewith (including investigation costs and attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease, at or from the Premises which arises at any time from Tenant's use or occupancy of the Premises or from Tenant's failure to provide all information, make all submissions, and take all steps requires by any governmental authorities having jurisdiction over the Premises. Tenant's obligations and the indemnity hereunder shall survive the expiration or earlier termination of this Lease. The term Hazardous Materials as used herein shall include any chemical, substance, or material which has been or is hereafter determined by any federal, state, or local governmental agency to be capable of posing a risk of injury to health or safety including petroleum, asbestos, polychlorinated biphenyls, radioactive materials, and radon gas.

9 MAINTENANCE, REPAIRS, ALTERATIONS. Subject to Tenant's rights under
Section 5.4 above and Section 5.3 of the Work Letter Agreement, after completion of Landlord's Work, pursuant to Section 5 Tenant shall, at his own expense and at all times, maintain the Premises in good and safe condition, including plate glass and any existing or future intrabuilding alarm, computer, or network cables and wires that transmit voice, data, and other telecommunications signals ("INC"), and any other existing or future exposed equipment or system comprising or supplying water, gas, electricity, HVAC, communications, alarms, fire/safety, sprinkler, plumbing or appliances for the Premises and shall surrender the same at termination hereof in as good condition as received, normal wear and tear excepted. Tenant shall be responsible for all repairs for such exposed equipment or systems required, excepting the roof, skylights, exterior walls, and structural foundations, which shall be maintained by Landlord. Notwithstanding Tenant's foregoing maintenance and repair responsibility, Tenant shall not be responsible to replace any systems or equipment where such replacement would be deemed a capital replacement as opposed to a repair under generally-accepted accounting principles, unless such replacement has been caused solely by Tenant's negligence, wilfull misconduct, or failure to maintain as required hereunder. Landlord shall maintain in good condition the common areas of the property, such as sidewalks, driveways, lawns, and shrubbery. No improvement or alteration of the Premises shall be made without the prior written consent of the Landlord, which shall not be unreasonably withheld or delayed. Prior to the commencement of any substantial repair (except in an emergency provided that Tenant shall notify Landlord as soon as reasonably possible), improvement, or alteration, Tenant shall give Landlord at least five (5) days' written notice in order that Landlord may post appropriate notices of nonresponsibility to avoid any liability for liens for any such work of improvement on the Premises.

10 ENTRY AND INSPECTION. Tenant shall permit Landlord or Landlord's agents to enter upon the Premises at reasonable times and upon reasonable notice for the purpose of inspecting the same, will permit Landlord at any time within one hundred twenty (120) days prior to the expiration of this Lease to place upon the Premises any usual and reasonable "To Lease" or "Available" signs, and will permit persons desiring to lease the same to inspect the Premises thereafter.

11 INDEMNIFICATION OF LANDLORD. Tenant agrees to assume the defense of and indemnify and save harmless Landlord from all claims, liability, loss, damage, injury, including physical injury of Tenant's employees directly or indirectly arising from the performance of this Lease, from tenant's occupation or use of the Premises, or arising out of the failure of Tenant to provide a "safe place to work" and from any and all claims, liability, loss, damage, injury, including physical injury or death and liability therefor caused or incurred, including injury or death of Tenant's business invitees and social guests, resulting directly or indirectly from Tenant's occupancy of the Leased Premises covered by this Lease. Tenant's duties to defend, indemnify and save harmless shall apply to liability incurred or claimed as a result of negligence or willful misconduct, regardless of responsibility for such negligence or willful misconduct except to the extent Landlord, its employees or agents were substantially negligent in the matters complained of.

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12 LANDLORD'S INSURANCE. Landlord shall, as part of Insurance expenses, maintain "all risk" property damage insurance containing an agreed amount endorsement covering not less than one hundred percent (100%) of the full insurable replacement cost valuation of the Building and the tenant improvements, betterments, and the alterations thereto; and Landlord's personal property, business papers, furniture, fixtures, and equipment (collectively "Landlord's Property"), exclusive of the costs of excavation, foundations, footings, and risks required to be covered by Tenant's insurance, and subject to commercially reasonable deductibles. Landlord shall also, as part of insurance expenses, obtain and keep in full force the following policies of insurance: commercial general liability insurance; workers' compensation insurance, if required by applicable Law; and such other insurance as Landlord deems appropriate or as may be required by any Holder or ground lessor. Landlord's insurance shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least B+ for any property insurance and at least B+ for any liability insurance, as rated in the most recent edition of Best's Insurance Reports;

13 TENANT'S INSURANCE. Tenant shall obtain and maintain in effect at all times during Tenant's possession of the Premises the following insurance coverages and policies:

(a) LIABILITY INSURANCE. Tenant shall maintain a policy of commercial general liability insurance, which shall include coverages for (i) bodily injury; (ii) property damage; and (iii) personal property. The minimum limits of liability shall be a combined single limit with respect to each occurrence of not less than One Million Dollars ($1,000,000) and an aggregate limit of not less than Two Million Dollars ($2,000,000). The policy shall contain a cross-liability endorsement and a severability of interest clause.

(b) TENANT'S BUSINESS PERSONAL PROPERTY INSURANCE. Tenant shall maintain on all of its business personal property, including valuable business papers and accounts receivable; operating supplies; inventory; and furniture, fixtures, and equipment (whether owned, leased, or rented) (collectively "Business Personal Property") an "all risk" property damage insurance policy including coverages for sprinkler leakage and containing an agreed amount endorsement (or, if applicable, a business owner's policy with a no- coinsurance provision) in an amount not less than one hundred percent (100%) of the full replacement cost valuation of such Business Personal Property, if available. The proceeds from any such policy shall be used by Tenant for the replacement of such Business Personal property.

(c) BUSINESS INTERRUPTION/EXTRA EXPENSE INSURANCE. Tenant shall maintain business interruption or (if applicable) contingent business interruption and extra expense insurance in such amounts as will adequately reimburse Landlord for any item or expense enumerated in this agreement. If Tenant's business interruption or (if applicable) contingent business interruption and extra expense insurance proceeds are insufficient to cover all of Tenant's obligations, Landlord shall be paid before any other creditor. Such insurance will be carried with the same insurer that issues the insurance for Tenant's Business Personal Property pursuant to Section 13(b).

(d) WORKER'S COMPENSATION INSURANCE. Tenant shall maintain worker's compensation insurance as required by the State of California.

(e) TENANT'S LIABILITY LIMITATION. Except with respect to any intentional tort, under no circumstance shall Tenant ever be liable for consequential damages, including damages for lost profits or business interruption.

13.1 TENANT'S INSURANCE CRITERIA. All insurance required to be maintained by Tenant under this Lease shall conform to the following criteria:

(a) Tenant's insurance shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least B+ for any property insurance and at least B+ for any liability insurance, as rated in the most recent edition of Best's Insurance Reports;

(b) Tenant's insurance shall be issued as primary and noncontributory;

(c) Tenant's liability and property insurance policies shall name Landlord as the additional named insured and Landlord, Landlord's agents, and any ground lessors and Holders (as such terms are defined in Section 27) whose names shall have been furnished to Tenant as additional named insureds;

(d) Tenant's insurance shall contain an endorsement requiring at least thirty (30) days written notice from the insurance company to each insured and additional insured before cancellation or any material change in the coverage, scope, or amount of any policy; and

(e) with respect to damage to or loss of Tenant's Business Personal Property, a waiver of subrogation must be obtained, as required under Section 14 below.

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13.2 BLANKET COVERAGE. All of the insurance requirements set forth herein on the part of Tenant to be observed shall be deemed satisfied if the Premises are covered by a blanket insurance policy complying with the limits, requirements, and criteria contained in this Article insuring all or most of Tenant's facilities in California.

13.3 EVIDENCE OF COVERAGE. A duplicate original policy or a certificate of insurance shall be deposited with Landlord at the commencement of the Term or, if earlier, upon Tenant's taking possession of the Premises; and on renewal of the policy a certificate of insurance listing the insurance coverages required hereunder and naming the appropriate additional insureds shall be deposited with Landlord not less than seven (7) days before expiration of the policy.

14 WAIVER OF SUBROGATION. To the maximum extent permitted by insurance policies which Landlord and Tenant are required to maintain under Sections 12 and 13 above, Tenant and Landlord, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist. Landlord and Tenant intend that their respective property loss risks shall be borne by responsible insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right of the insured to recover thereunder. The parties agree that their respective insurance policies are now, or shall be, endorsed such that said waiver of subrogation shall not affect the right of the insured to recover thereunder, so long as no material additional premium is charged therefor.

15 UTILITIES. Tenant shall be responsible for the payment directly to their suppliers of the charges for all utilities (except water, which shall be supplied by Landlord as part of Operating Expenses), including, gas, electricity, heat, and other services delivered to or consumed in the Premises. If any such services are not separately metered to Tenant, Tenant shall pay to Landlord pursuant to Section 2.2 a reasonable proportion, as determined by Landlord, of all charges jointly metered with other premises.

15.1 INTERRUPTION OF SERVICES. Landlord does not warrant that any services or utilities provided hereunder for Tenant's use in the Premises will be free from shortages, failures, variations, or interruptions caused by repairs, maintenance, replacements, improvements, alterations, changes of service, strikes, lockouts, labor controversies, accidents, inability to obtain services, fuel, steam, water or supplies, governmental requirements or requests, or other causes beyond Landlord's reasonable control, including interference with light or other incorporeal hereditaments and any interruption in services or any failure to provide services to Landlord by a designated utility company at the demarcation point at which Landlord accepts responsibility for such service or at any point prior thereto, which interference impedes Landlord in furnishing plumbing, HVAC, electrical, sanitary, life safety, elevator, telecommunications, or other Building services, utilities, or the Systems and Equipment. None of the same shall be deemed an eviction or disturbance of Tenant's use and possession of the Premises or any part thereof, shall render Landlord liable to Tenant for abatement of Rent, or shall relieve Tenant from performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption, or other compensatory or consequential damages.

16 SIGNS. Landlord reserves the exclusive right to the roof, side and rear walls of the Premises. Tenant shall not construct any projecting sign or awning without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed.

17 CONDEMNATION. If any part of the Premises shall be taken or condemned for public use, and a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the part taken, terminate as of the date the condemnor acquires possession, and thereafter Tenant shall be required to pay such proportion of the rent for the remaining term as remaining square footage of the Premises bears to the total original square footage of the Premises at the date of condemnation; provided, however, that Landlord at its option may terminate this Lease as of the date the condemnor acquires possession. In the event that the demised Premises are condemned in whole, or that a portion is condemned of such size that the remainder is not suitable for Tenant's beneficial enjoyment of the Premises for their intended purposes, this Lease shall terminate upon the date upon which the condemnor acquires possession. All sums which may be payable on account of any condemnation shall belong to the Landlord, and Tenant shall not be entitled to any part thereof; provided however, that Tenant shall be entitled to retain any amount awarded to him for his trade fixtures, moving expenses, loss of goodwill or increased market value of rent, provided that such award does not reduce the amount of Landlord's claim and award.

18 SURRENDER AND RESTORATION. At or before the Expiration Date or the date of any earlier termination of this Lease, or as promptly as practicable using Tenant's best efforts after such an earlier termination date, Tenant, at its expense, shall do all of the following:

(a) surrender possession of the Premises in the condition required under
Section 9, ordinary wear and tear excepted;

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(b) surrender all keys, any key cards, and any parking stickers or cards to Landlord and give Landlord in writing the combinations of any locks or vaults then remaining in the Premises;

(c) remove from the Premises all of Tenant's Property, except such items thereof as Tenant shall have expressly agreed in writing with Landlord were to remain and to become the property of Landlord; and

(d) fully repair any damage to the Premises or the Property resulting from such removal.

Tenant's obligations herein shall survive the termination of the Lease. All improvements and other items in or upon the Premises (except Tenant's Property), whether installed by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises, all without compensation, allowance, or credit to Tenant; provided, however, that if prior to such termination Landlord so directs by notice, Tenant shall promptly remove such of the Improvements in the Premises as are designated in such notice and shall restore the Premises to their condition prior to the installation of such Improvements. Notwithstanding the foregoing, Landlord shall not require removal of customary office improvements installed pursuant to the Work Letter Agreement, if any (except as expressly provided to the contrary therein), or installed by Tenant with Landlord's written approval (except as expressly required by Landlord in connection with granting such approval).

18.1 TENANT'S FAILURE TO REMOVE OR RESTORE. If Tenant shall fail to perform any repairs or restoration or fail to remove any items from the Premises as required under this Section 18, Landlord may do so, and Tenant shall pay Landlord the cost thereof upon demand. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or any Law may be handled or stored by Landlord at Tenant's expense, and Landlord shall in no event be responsible for the value, preservation, or safekeeping thereof. All property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after expiration or earlier termination of this Lease or Tenant's right to possession shall at Landlord's option by conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord. Unless prohibited by applicable Laws, Landlord shall have a lien against such property for the costs incurred in removing and storing the same.

19 DESTRUCTION OF PREMISES. Landlord and Tenant agree that their respective rights and obligations in the event of any damage or destruction of the Premises or Building shall be governed exclusively by this Lease. Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases Tenant's rights under California Civil Code Sections 1932(2), 1933(4), and 1942, as the same may be modified or replaced hereafter. No damages, compensation, or claim shall be payable by Landlord for any inconvenience, interruption, or cessation of Tenant's business or any annoyance arising from any damage to or destruction of all or any portion of the Premises or Building.

19.1 PARTIAL DESTRUCTION OF PREMISES. In the event of a partial destruction of the Premises during the term hereof from any cause, Landlord shall forthwith repair the same at Landlord's expense, provided that such repairs can be made within sixty (60) days under existing Laws; but such partial destruction shall not terminate this Lease, except that Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with Tenant's beneficial enjoyment of the Premises for their intended purposes. If such repairs cannot be made within sixty (60) days, Landlord, at his option may make the same within a reasonable time, this Lease continuing in effect with the rent proportionately abated as aforesaid; and in the event that Landlord shall not elect to make such repairs which cannot be made within sixty (60) days, this Lease may be terminated by either party upon written notice, effective as of the date of such notice. Notwithstanding the foregoing, if all repairs cannot be completed or are not actually completed within one hundred eighty (180) days of the date of damage Tenant may terminate this Lease at its option upon written notice to Landlord.

19.2 DESTRUCTION OF BUILDING. In the event that the Building is destroyed to an extent of not less than one-third of the replacement costs thereof, either party may elect to terminate this Lease, whether the Premises be injured or not. A total destruction of the Building shall terminate this Lease.

19.3 DISPUTES. In the event of any dispute between Landlord and Tenant with respect to the provisions hereof, the matter shall be settled by arbitration in accordance with the provisions of Section 26 below.

20 TENANT'S DEFAULT. The occurrence of any one or more of the following events shall constitute a material breach and default ("Event of Default") of this Lease by Tenant:

(a) Tenant's failure to pay any Rent or any other charges required to be paid by Tenant under this Lease, where such failure continues for ten (10) days after written notice from Landlord that such payment is due and payable provided, however, that such written notice will no longer be required if Landlord has issued two or more during any 12-month period;

(b) Tenant's failure promptly and fully to perform any other covenant, condition, or agreement contained in this Lease, where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant;

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(c) Tenant's failure to comply with the Rules, unless such failure is cured within five (5) days after notice; provided, that if the nature of Tenant's failure is such that more than five (5) days are reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure within such period and thereafter diligently and continuously prosecutes such cure to completion;

(d) Tenant's abandonment or vacation of the Premises;

(e) any material misrepresentation or omission herein or in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering this Lease or in connection with any Transfer under Section 6;

(f) cancellation of any guaranty of this Lease by any Guarantor;

(g) failure by Tenant to cure within any applicable times permitted thereunder any default under any other lease for space in any other building owned or managed by Landlord or its affiliates now or hereafter entered by Tenant; and any Default hereunder not cured within the times permitted for cure herein shall, at Landlord's election, constitute a default under any other such lease or leases;

(h) The levy of a writ of attachment or execution on this Lease or on any of Tenant's property;

(i) Tenant's or any Guarantor's general assignment for the benefit of creditors or arrangement, composition, extension, or adjustment with its creditors; or

(j) In any proceeding or action in which Tenant is a party, the appointment of a trustee, receiver, agent, or custodian to take charge of the Premises or Tenant's Property for the purpose of enforcing a lien against the Premises or Tenant's Property.

The parties expressly agree that any notice which Landlord may give to Tenant that an Event of Default has occurred under this Section 20 shall satisfy the requirements of Section 1161 of the California Code of Civil Procedure, and it shall not be necessary to give another notice to Tenant under Section 1161.

20.1 LANDLORD'S REMEDIES. Upon the occurrence of an Event of Default hereunder, Landlord shall have the right, in addition to any other rights or remedies Landlord may have, at Landlord's option, without further notice or demand of any kind, to elect to do one of the following alternatives:

(i) Terminate this Lease and Tenant's right to possession of the Premises, re-enter the Premises, and take possession thereof; and Tenant shall have no further claim to the Premises or under this Lease; or

(ii) Continue this Lease in effect and collect any unpaid Rent or other charges which have theretofore accrued or which thereafter become due and payable. It is intended hereunder that Landlord have the remedy described in California Civil Code Section 1951.4, which provides that a landlord may continue a lease in effect after a tenant's breach and abandonment and recover rent as it becomes due, if tenant has the right to sublease or assign, subject only to reasonable limitations.

In the event of any re-entry or retaking of possession by Landlord, Landlord shall have the right, but not the obligation, to remove all or any part of Tenant's Property from the Premises and to place such property in storage at a public warehouse at the expense and risk of Tenant. In addition, upon an event of default, Tenant, or Tenant's Guarantors shall immediately pay to Landlord the unamortized portion of the Supplementary Allowance as specified in Section 2b of Exhibit D.

20.2 NO WAIVER OF DEFAULT. The waiver by Landlord of any Event of Default or of any other breach of any term, covenant, or condition of this Lease shall not be deemed a waiver of such term, covenant, or condition or of any subsequent breach of the same or any other term, covenant, or condition. Acceptance of Rent by Landlord subsequent to any Event of Default or breach hereof shall not be deemed a waiver of any preceding Event of Default or breach other than the failure to pay the particular Rent so accepted, regardless of Landlord's knowledge of any breach at the time of such acceptance of Rent. Neither Landlord nor Tenant shall be deemed to have waived any term, covenant, or condition of this Lease, unless the waiving party gives the other party written notice of such waiver. Neither Landlord nor Tenant should rely upon the other party's failure or delay in enforcing any right or remedy hereunder.

20.3 LANDLORD'S RIGHT TO CURE. If Tenant defaults in the performance of any of its obligations under this Lease, Landlord may (but shall not be obligated to), without waiving such default, perform the same for the account and at the expense of Tenant. Tenant shall pay Landlord all costs of such performance promptly upon receipt of a bill therefor.

20.4 DAMAGES. Should Landlord elect to terminate this Lease under the provisions of Section 20.1(i) above, Landlord may recover as damages from Tenant the following:

(a) PAST RENT: The worth at the time of the award of any unpaid Rent which had been earned at the time of termination; plus

(b) RENT PRIOR TO AWARD: The worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(c) RENT AFTER AWARD: The worth at the time of the award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of the rental loss that Tenant proves could have been reasonably avoided; plus

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(d) SUBSTANTIALLY CAUSED DAMAGES: Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under this Lease, including, but not limited to, any costs or expenses (including attorneys' fees), incurred by Landlord in
(i) retaking possession of the Premises; (ii) maintaining the Premises after Tenant's default; (iii) preparing the Premises for reletting to a new tenant, including any repairs or alterations; and (iv) reletting the Premises, including broker's commissions.

"The worth at the time of the award" as used in subsections (a) and (b) above is to be computed by allowing interest at the rate of ten percent (10%) per annum. "The worth at the time of the award" as used in subsection (c) above is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank situated nearest to the Premises at the time of the award plus one percent (1%).

21 RULES. Tenant agrees that it will abide by, keep and observe all reasonable rules and regulations which Landlord may make from time to time for the management, safety, care, and cleanliness of the Building and grounds, the parking of vehicles and the preservation of good order herein as well as for the convenience of other occupants and tenants of the Building. The violations of any such rules and regulations shall be deemed a material breach of this Lease by Tenant.

22 NOTICES. Any notice required or permitted under this Lease shall be in writing and shall be delivered in at least one of the following ways:
personally or by private hand-delivery messenger service; by depositing the same in the United States mail, postage prepaid, registered or certified, return receipt requested; or by depositing such notice, postage prepaid, with Federal Express, DHL, UPS, or another nationally-recognized private overnight delivery service. Each such notice shall be addressed to the intended recipient at such party's address set forth as follows, or at such other address as such party has theretofore specified by written notice delivered in accordance with this Section 22:

if to Landlord:

Attn: Michael Goldin
2332 5th Street
Berkeley, CA 94710

if to Tenant:
The Roda Group Venture
Development Company
918 Parker Street
Berkeley, CA 94710

Attn: Daniel H. Miller

Every notice given to a party shall state the section of the Lease pursuant to which the notice is given and the period of time within which the recipient of the notice must respond.

23 HOLDING OVER. Any holding over after the expiration of this Lease, with the consent of Landlord, shall be construed as a month-to-month tenancy at a base monthly rental of one hundred and fifty percent (150%) of the monthly rental which was in effect under the Lease on the Expiration Date, and otherwise in accordance with the terms hereof, as applicable, except that Tenant shall have no extension or renewal option.

24 OPTION TO RENEW. Tenant is hereby granted one (1) option to extend (the "Extension Option") the Term of the Lease for a period of three (3) Lease Years (the "Extension Period"). The Extension Period term shall begin the first day following the Expiration date and shall take effect on the same terms and conditions in effect under the Lease immediately prior to the first Extension Period, except that monthly Base Rent shall be eight thousand eight hundred twenty dollars ($8,820.00) plus any Additional Rent as specified in
Section 2 herein and PARA. 2b of Exhibit D. Should Tenant elect not to renew this Lease, then Landlord shall exercise reasonable good-faith efforts to secure another tenant for the Leased Premises who shall agree to leave intact all, or as much as possible, of the Work specified in Exhibit D of the Work Letter Agreement. Tenant shall pay back to Landlord the unamortized amount of the Supplementary Allowance as follows:

1) If the new Tenant assumes Premises as is, and the new Rent is higher than that of The Roda Group, then Landlord shall pay to The Roda Group on a monthly basis 20% of the difference between The Roda Group lease and new lease for the period of the three year extension term.

2) If the new Tenant assumes Premises as is, and the new Rent is less than that of The Roda Group, The Roda Group shall pay to Landlord the difference between The Roda Group Lease and that of new Tenant on a monthly basis for the period of the three year extension term.

3) If New Tenant Lease requires complete removal of The Roda Group's Work as specified in Exhibit D of the Work Letter Agreement, Tenant shall pay to Landlord on a monthly basis a sum equal to eighteen dollars and fifty three cents ($18.53) per one thousand dollars ($1000) of the Supplementary

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Allowance which Tenant has elected to draw pursuant to the terms of the Work Letter Agreement for the period of the three year Extension term.

4) If new Tenant requires that some of The Roda Group's Work, as specified in Exhibit D of the Work Letter Agreement, be removed, then Landlord will determine at its reasonable discretion, that amount of the remaining unamortized portion of the Supplementary Allowance which will be due. Landlord will notify Tenant of this amount and such amount will become due within thirty days of written notice.

5) In addition to the foregoing provisions, during any period between the expiration of the initial Term and the commencement date for payment of rent under any new lease which Landlord is able to obtain for the Premises, Tenant shall pay to Landlord on a monthly basis a sum equal to eighteen dollars and fifty three cents ($18.53) per one thousand dollars ($1000) of the Supplementary Allowance which Tenant has elected to draw pursuant to the terms of the Work Letter Agreement until one of the above conditions has been met. This provision will survive the Termination of this Lease.

24.1 EXERCISE OF OPTION. The Extension Option may be exercised only by giving Landlord written notice of Tenant's irrevocable election to exercise no earlier than ten (10) months and no later than six (6) months prior to the commencement of the Extension Period. Tenant agrees to give Landlord notice within such period of its exercise of the Extension Option or of its decline to exercise the Extension Option. If Tenant fails to give the notice required hereunder within the time specified, Tenant shall be deemed conclusively to have exercised the Extension Option automatically for the Extension Period as provided herein.

24.2 DEFAULT. Tenant's exercise of the Option shall, at Landlord's election, be null and void if an Event of Default exists on the date of Tenant's notice of exercise and such Default is not cured within the applicable cure period, or at any time thereafter and prior to commencement of the relevant Extension Period and such Default is not cured within the applicable cure period. Tenant's exercise of the Extension Option shall not operate to cure any Default by Tenant nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such Default. If the Lease or Tenant's right to possession of the Premises shall terminate before Tenant shall have exercised the Extension Option, then immediately upon such termination the Extension Option shall simultaneously terminate and become null and void.

24.3 TIME. Time is of the essence of the Extension Options granted hereunder.

25 ESTOPPEL CERTIFICATE. Tenant shall at any time upon not less than ten
(10) days' prior written notice from Landlord execute, acknowledge, and deliver to Landlord a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), the amount of any security deposit, and the date to which the rent and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer to the Premises. At Landlord's option, Tenant's failure to deliver such statement within such time shall be a material breach of this Lease or shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) there are no uncured defaults in Landlord's performance, and (iii) not more than one month's rent has been paid in advance or such failure may be considered by Landlord as a default by Tenant under this Lease. If Landlord desires to finance, refinance, or sell the Premises, or any part thereof, Tenant hereby agrees to deliver to any lender or purchaser designated by Landlord summary financial statements of Tenant as may be reasonably required by such lender or purchaser. All such financial statements shall be received by Landlord and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

25.1 SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT. With respect to Security Devices entered into by Landlord after execution of this Lease, Tenant's subordination of this Lease shall be subject to receiving assurance (a "non-disturbance agreement") from the Lender, which is otherwise reasonably acceptable to Tenant, that Tenant's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Tenant is not in Breach hereof and attorns to the record owner of the Premises. Landlord agrees to use reasonable commercial efforts to obtain from the current lender on the Building a nondisturbance agreement for Tenant within a reasonable period before or after the Commencement Date.

26. ARBITRATION. In the event of any dispute between Landlord and Tenant arising under this Lease that is not resolved by the parties within ten (10) days after the date either party gives notice to the other of its desire to arbitrate the dispute (the "Outside Agreement Date"), the dispute shall be settled by binding arbitration as provided in this Section 26; provided, however, that nothing in this Section 26 shall limit Landlord's right to bring an unlawful detainer action against Tenant if appropriate. All arbitration proceedings shall be conducted at Berkeley, California. Judgment upon the arbitration award may be entered in any court having jurisdiction. The arbitrators shall have no power to change the Lease provisions. Both parties shall continue performing their Lease obligations pending the award in the arbitration proceeding. The arbitrators shall award the prevailing party reasonable expenses and costs, including reasonable attorney's fees pursuant

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to Section 26.2 below, plus interest on the amount due at ten percent (10%) per annum or the maximum then allowed by Law, whichever is less.

26.1 PROCEDURE. Not later than fifteen (15) days following the Outside Agreement Date, the party demanding arbitration shall submit the matter to arbitration under the current rules of the American Arbitration Association including their rules relating to discovery, but subject to any definitions or sections of the Lease which may be applicable to the dispute under submission, and shall request a list of potential arbitrators from whom an arbitrator shall be selected in accordance with the rules of the American Arbitration Association.

26.2 PAYMENT. The losing party shall pay to the prevailing party the amount of the final arbitration award. If payment is not made within ten (10) business days after the date the arbitration award is no longer appealable, then in addition to any remedies under the law, if Landlord is the prevailing party, it shall have the same remedies for failure to pay the arbitration award as it has for Tenant's failure to pay Rent; and if Tenant is the prevailing party, it may deduct any remaining award from its monthly payment of Rent or other charges.

27 SUBORDINATION. Tenant agrees that this Lease shall be automatically subordinate to any mortgage or trust deeds that are now or may hereafter be placed upon said Premises. Notwithstanding the foregoing, Tenant agrees that any mortgagee of the Building, the holder of any note, or beneficiary of any deed of trust (collectively "Holders") encumbering the Building shall have the right upon written notice to Tenant to subordinate the lien of any such note or deed of trust to this Lease.

28 LANDLORD'S LIABILITY. The liability of Landlord to Tenant for any default by Landlord under this Lease or arising in connection herewith or with Landlord's operation, management, leasing, repair, renovation, alteration, or any other matter relating to the Building or the Premises shall be limited to Landlord's insurance in a minimum amount of three million dollars ($3,000,000) combined plus the interest of Landlord in the Development (and the rental proceeds thereof) except with respect to any intentional tort. Under no circumstances shall Landlord ever be liable for consequential or punitive damages, including damages for lost profits or for business interruption. Tenant agrees to look solely to Landlord's interest in the Development (and the rental proceeds thereof) for the recovery of any judgment against Landlord, and Landlord shall not be personally liable for any such judgment or deficiency after execution thereon. The limitations of liability contained in this Section 28 shall apply equally and inure to the benefit of Landlord's present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents, and employees, and their respective partners, heirs, successors, and assigns. Under no circumstances shall any present or future general or limited partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust) have any liability for the performance of Landlord's obligations under this Lease.

28.1 LIABILITY UPON TRANSFER. The term Landlord as used herein shall mean only the owner or owners, at the time in question, of the fee title of leased Premises and in the event of any transfer of such title or interest, Landlord herein named shall be relieved from and after the date of such transfer of all liability as respects Landlord's obligations thereafter to be performed, provided that any funds in the hands of Landlord at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Landlord shall, subject as aforesaid, be binding on Landlord's successors and assigns, only during their respective periods of ownership.

29 FIRST SOURCE AGREEMENT. (For five or more employees) Tenant represents that it has fewer than five (5) employees as of the Commencement Date of the Lease and as such is not subject to the requirement to enter into a First Source Agreement with the City of Berkeley.

30 MISCELLANEOUS. The following provisions shall apply generally to terms, provisions, and covenants of this Lease:

30.1 NO OFFER. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises. This document becomes effective and binding only upon execution and delivery hereof by Tenant and by Landlord. No act or omission of any employee or agent of Landlord or of Landlord's broker shall alter, change, or modify any of the provisions hereof.

30.2 NO PARTNERSHIP. It is expressly understood that Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint adventurer or a member of a joint enterprise with Tenant, and that the provisions of this Lease relating to the percentage rental payable hereunder, if any, are included solely for the purpose of providing a method whereby the rental is to be measured and ascertained.

30.3 HEIRS, ASSIGNS, SUCCESSORS. This Lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.

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30.4 TIME. Time is of the essence of this Lease.

30.5 WAIVER. No failure of Landlord or Tenant to enforce any term hereof shall be deemed to be a waiver.

30.6 ATTORNEY'S FEES. In case arbitration or suit should be brought for recovery of the Premises, or for any sum due hereunder, or for any breach hereunder by either Tenant or Landlord, or because of any act or omission which may arise out of the possession of the Premises, by either party, the prevailing party shall be entitled to all costs incurred in litigation, arbitration, or otherwise in connection with such action, including a reasonable attorneys' fee.

31 ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all the agreements of the parties hereto and supersedes any previous negotiations. There have been no representations made by the Landlord or Tenant or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties hereto.

IN WITNESS WHEREOF Landlord and Tenant have executed this Lease as of the date first-above written.

Landlord:    EAT/WORK DEVELOPMENT, LP, a California limited partnership


                  By: /s/ Michael Goldin
                     ----------------------------------------
                          Michael Goldin, General Partner

Tenant:      THE RODA GROUP VENTURE DEVELOPMENT COMPANY
             L.L.C., a Delaware limited liability company


                  By: /s/ Daniel Miller
                     ----------------------------------------
                          Daniel Miller

Its: Managing Director

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EXHIBIT A
BUILDING

[BLUEPRINT]

Eat/Work
Development

918 PARKER ST


EXHIBIT B

[BLUEPRINT]

Eat/Work
Development

918 PARKER ST

BUILDING A


EXHIBIT C

This Commencement Date agreement is attached to that certain lease dated 8/14/98 between Eat/Work Development, LP, a California limited partnership and The Roda Group Venture Development Company, L.L.C., a Delaware limited liability company ("Tenant") for the Premises as described in the Lease. Landlord and Tenant agree that the Commencement Date pursuant to Section 1.4 of the Lease shall be 10/15/98 for all purposes thereunder.

Landlord:    EAT/WORK DEVELOPMENT, LP, a California limited partnership


                  By: /s/ Michael Goldin
                     ----------------------------------------
                          Michael Goldin, General Partner

Tenant:      THE RODA GROUP VENTURE DEVELOPMENT COMPANY
             L.L.C., a Delaware limited liability company


                  By: /s/ Daniel Miller
                     ----------------------------------------
                          Daniel Miller

Its: Managing Director

EXHIBIT D - WORK LETTER AGREEMENT

THIS WORK LETTER AGREEMENT (the "Agreement") is made as of 8/14, between EAT/WORK DEVELOPMENT, LP, a California limited partnership ("Landlord") and The Roda Group Venture Development Co., L.L.C., a Delaware limited liability company ("Tenant").

Reference is made to the lease dated as of 8/14 between Landlord and Tenant (the "Lease") for premises known as Suite A-14, (the "Premises"), located in the building (the "Building") known as 918 Parker Street, Berkeley, California.

1. BASIC TERMS.

A. Date to Complete Planning: July 23, 1998.

B. Date to substantially complete work: Commencement Date under the Lease.

C. Work as shown in Plans attached hereto as SCHEDULE 1 which will be attached hereto and incorporated herein and initialled by the parties when the plans are completed pursuant to Section 2A below:

(a) Demising walls as shown in Plans. These walls to be standard steel stud frame with sound batte and 5/8" sheet rock. Walls to be spray finished and painted white. Molding and trim to be painted wood.
(b) Standard office lighting.
(c) Pre-wired for burglar alarm.
(d) Network cabling as shown on SCHEDULE 1
(e) Workstations and cubicles as shown on SCHEDULE 1
(f) air conditioning

C. NUMBER OF WORKING DRAWING REVISIONS (including revisions prior hereto) at Landlord's Cost: ONE (1) Landlord's contribution hereunder to the cost of the revisions to the Plans shall be chargeable to the Improvement Allowance specified below.

2. BASIC AGREEMENT.

A. COMPLETION OF PLANS. On or before the "Date To Complete Planning" described above, Tenant shall: (a) provide Landlord with all information concerning Tenant's requirements in order for Landlord to prepare the Plans; and (b) arrange for Landlord to prepare the Plans, and obtain Landlord's written approval thereof. However, Tenant shall not be responsible for delays caused by Landlord. Tenant recognizes and agrees that preparation of the Plans and completion of the Work involves a coordination of activities in accordance with a critical path analysis which is attached hereto as Schedule
2. In recognition of this critical path, Tenant agrees that it will give its approval (or approval conditioned upon specified changes) to the Plans and any phases of the Work as reasonably requested by Landlord within three (3) business days after Landlord's request for such approval in each such instance. Tenant's failure to give its approval (or approval conditioned upon specified changes) to the Plans and any phases of the Work within such period shall be deemed an approval of the Plans or phase of the Work for which Landlord sought such approval. In no event shall the Commencement Date under the Lease or Tenant's obligation to pay the Rent specified thereunder be delayed or abated because of Tenant's failure timely to give its approval (or approval conditioned upon specified changes) to the Plans and any phases of the Work within the time specified in this paragraph.

B. COST OF THE PLANS. Landlord shall bear the cost of the Plans up to an aggregate amount of 10% of the cost of the Work (including revisions, any engineering reports, or other studies or tests in connection therewith) up to the amounts specified above. Tenant shall bear any costs of the Plans over such amounts. Landlord's contribution hereunder to the cost of the Plans shall be chargeable to the Improvement Allowance specified below.

C. COMPLETION OF WORK. On or before the Commencement Date under the Lease, Landlord shall substantially complete the Work shown on the final approved Plans. However, Landlord shall not be responsible for delays caused by Tenant or Tenant's contractor's, agents, or employees.

D. COST OF THE WORK. Landlord agrees to provide to Tenant an improvement allowance to be applied to the cost of the Work in the amount of One Hundred Thirty Thousand Dollars ($130,000) (the "Improvement Allowance"). In addition, Landlord agrees to make available to defray the cost of the Work for Tenant a supplementary improvement allowance in an amount to be designated by Tenant in a written notice to be delivered to Landlord within ten (10) days after Landlord's final approval of the Plans, up to a maximum of Ninety Thousand Dollars ($90,000), subject to the bank availability (the "Supplementary Allowance"). Landlord shall bear the cost of the Work (including the cost of building permits and sales tax) as shown on the final approved Plans, up to the aggregate amount of the Improvement Allowance and that portion of the Supplementary Allowance utilized by Tenant, as provided above; and Tenant shall bear any costs incurred in connection with any work it may desire in addition to that shown on the final approved Plans, as well as any costs incurred in connection with (a) concealed conditions encountered on the job site, (b) new legal requirements which become effective following preparation of the estimate; or (c) strikes, acts


of God, shortages of materials, or other causes beyond Landlord's reasonable control, as well as any portion of the cost of the Work which exceeds the aggregate sum of the Improvement Allowance and the amount of Supplementary Improvement Allowance designated by Tenant as provided above. Tenant agrees that the Rent for the initial Term of the Lease shall be increased by eighteen Dollars and Fifty Three Cents ($18.53) per month for each increment of One Thousand Dollars ($1,000) or part thereof that Tenant elects to draw of the available Supplementary Improvement Allowance as provided herein, which increases assumes (x) that Tenant will exercise its Extension Option under the Lease, (y) an amortization period of six (6) years, and (z) an interest rate of 10% per annum. Tenant agrees promptly to execute and deliver to Landlord an amendment to the Lease to reflect the increase in the Rent thereunder with results from the utilization of the Supplementary Improvement Allowance described herein as soon as the amount of such increase is liquidated and as soon as such amendment is presented to Tenant for execution. The increase shall be deemed an item of Additional Rent under
Section 2.2 of the Lease. An estimate of the cost for the Work is attached as SCHEDULE 2.

3. CHANGES AFTER PLANS ARE APPROVED. If Tenant shall desire any changes, alterations, or additions to the final Plans after they have been approved by Landlord, Tenant shall submit a detailed written request or revised Plans (the "Change Order") to the Landlord for approval. If reasonable and practicable and generally consistent with the Plans theretofore approved, Landlord shall not unreasonably withhold approval; but all costs in connection therewith shall be paid for by Tenant as a Tenant's Cost under Paragraph 4.

4. TENANT'S COST; ESTIMATES (IF APPLICABLE). Any amounts that Tenant is required to pay under this Agreement shall be referred to as "Tenant's Cost" herein. Tenant's cost shall be deemed "additional Rent" under the Lease. Landlord may at any time reasonably estimate Tenant's Cost in advance, in which case, after mutual written agreement to proceed, Tenant shall deposit such estimated amount with Landlord within 10 days after requested by Landlord. If such estimated amount exceeds the actual amount of Tenant's Cost, Tenant shall receive a refund of the difference; and if the actual amount shall exceed the estimated amount, Tenant shall pay the difference to Landlord within ten (10) days after requested by Landlord. Any cost estimates based on a Space Plan or so-called "pricing plan" will be preliminary in nature and may not be relied on by Tenant. However, Landlord agrees that any written estimate of Tenant's Cost based on the approved Working Drawings will not be exceeded by more than twenty percent (20%), except to the extent that:
(a) Tenant thereafter makes changes in the Working Drawings or the Work, (b) overtime labor is required in order to substantially complete the Work by the Work Completion Date, (c) concealed conditions are encountered on the job site, (d) new legal requirements become effective following preparation of the estimate, or (e) there are strikes, acts of God, shortages of materials, or other causes beyond Landlord's reasonable control.

5. SUBSTANTIAL COMPLETION. The term substantial completion and its various inflections as used herein shall mean that Landlord has caused all of the Work to be completed substantially, except for so-called "punchlist items";
e.g., minor details of construction or decoration or mechanical adjustments which do not substantially interfere with Tenant's occupancy or beneficial enjoyment of the Premises for their intended purposes or Tenant's ability to complete any improvements to the Premises to be made by Tenant. If there is any dispute as to whether Landlord has substantially completed the Work, the good faith decision of Landlord's Space Planner shall be final and binding on the parties.

5.1 NOTICE OF SUBSTANTIAL COMPLETION. If Landlord notifies Tenant in writing that the Work is substantially completed, and Tenant fails to object thereto in writing within seven (7) days thereafter specifying in reasonable detail the items of work needed to be performed in order to achieve substantial completion, Tenant shall be deemed conclusively to have agreed that the Work is substantially completed, for purposes of commencing the Commencement Date and Rent under the Lease.

5.2 FINAL COMPLETION. Substantial completion shall not prejudice Tenant's rights to require full completion of any remaining items of Work. However, if Landlord notifies Tenant in writing that the Work is fully completed, and Tenant fails to object thereto in writing fifteen (15) days thereafter specifying reasonable detail the items of work needed to be completed and the nature of work needed to complete said items, Tenant shall be deemed conclusively to have accepted the Work as fully completed (or such portions thereof as to which Tenant has not so objected).

5.3 LATENT AND PATENT DEFECTS. Landlord shall repair patent defects in the Premises (except for defects in Tenant Improvements which are allocated to Tenant under this Lease), provided Landlord is notified of the same within three (3) months following the Commencement Date of the Term. Landlord shall also repair latent defects in the Premises (except for defects in Tenant Improvements which are allocated to Tenant under this Lease), provided Landlord is notified of the same within twelve (12) months following the Term Commencement Date. If such maintenance and repair is required because of the negligence or willful misconduct of Tenant, Tenant shall reimburse Landlord the cost of such maintenance and repair, except to the extent that Landlord is entitled to reimbursement from insurance purchased by Landlord as part of Operating Expenses.

THE PARTIES AGREE THAT THE PROVISIONS OF THIS WORK LETTER AGREEMENT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease and this Work Letter Agreement, the latter shall govern and control. Any


default by a party hereunder shall constitute a default by that party under the Lease, and said party shall be subject to the remedies and other provisions applicable thereto under the Lease.

IN WITNESS WHEREOF Landlord and Tenant have executed this Agreement as of the date first-above written.

Landlord:   EAT/WORK DEVELOPMENT, LP, a California limited partnership


     By:  /s/  Michael Goldin
        ------------------------------
          Michael Goldin, General Partner

Tenant: THE RODA GROUP VENTURE DEVELOPMENT COMPANY
L.L.C., a Delaware limited liability company

By: /s/ Daniel Miller
   ---------------------------
      Daniel Miller

Its: Managing Director

SCHEDULE 1

(which will be attached hereto and incorporated herein and initialled by the parties when the plans are completed pursuant to Section 2A above)


Schedule 1

AUGUST
1988

[CALENDAR]

7 Drawings to City Project to bid (Expedited Permit)

21 City response

25 City resubmittal review

31 Construction Begins


Schedule 2

SEPTEMBER
1988

[CALENDAR]

1 City resubmittal review (Day 8)

8 Pull Permit


[EXHIBIT E]

E A T / W O R K D E V E L O P M E N T

LEASE GUARANTY

THIS GUARANTY ("Guaranty") is executed and delivered as of 8/14, 1988, by DANIEL MILLER, an individual, and ROGER STRAUCH, an individual (jointly and severally "Guarantor") for the benefit of EAT/WORK DEVELOPMENT, a California limited partnership ("Landlord"), with reference to the following facts:

RECITALS

A. Landlord and The Roda Group Venture Development Co., L.L.C., a Delaware limited liability company ("Tenant") are parties to that certain Commercial Office lease (the "Lease") dated as of 8/14, 1998, for approximately 4800 rentable square feet (the "Premises") in the building commonly known as the Eat/Work Development, located at 918 Parker Street, Suite A-14, Berkeley, California (the "Property").

B. As a condition to executing the Lease, Landlord has required that Guarantor execute and deliver this Guaranty.

AGREEMENT

1 GUARANTEE OF LEASE. In order to induce Landlord to execute the foregoing Lease, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties (collectively, jointly, and severally referred to as the "undersigned") do hereby absolutely and unconditionally (subject to the limitations provided herein), jointly and severally, guarantee to Landlord, its successors, and assigns, the full performance and observance of all the covenants, conditions, and agreements provided to be performed and observed by Tenant in the Lease, including the prompt payment of the Rent and all other amounts provided in the Lease to be paid by Tenant, and all obligations of Tenant under any parking agreement, storage agreement, work agreement, or other agreement between the parties now or hereafter entered into in connection with said Lease or the Premises or Property thereunder; provided, however, that Guarantor's exposure and liability hereunder shall be limited to a maximum of ONE HUNDRED FORTY THOUSAND DOLLARS ($140,000).

2 WAIVER OF NOTICES. The undersigned hereby waives acceptance and notice of acceptance of this Guaranty and notice of non-payment, non-performance, or non-observance, and all other notices and all proof or demands.

3 WAIVER OF SURETYSHIP DEFENSES. The undersigned expressly agrees that its obligations hereunder shall in no way be terminated, affected, or impaired by reason of the granting by Landlord of any indulgences to Tenant or by reason of the assertion against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of said Lease or by the relief of the Tenant from any of the Tenant's obligations under said Lease by operation of law or otherwise, including the rejection of the Lease in a bankruptcy proceeding, the undersigned hereby waiving all suretyship defenses.

4 MODIFICATION OF LEASE. The undersigned covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any renewal, modification, or extension of the Lease made by the original Tenant, whether or not the undersigned shall have received any notice of or consented to such renewal, modification, or extension, except as provided in PARA 7.

5 JOINT AND SEVERAL LIABILITY. The undersigned agree that their liability hereunder as to each shall be primary and that in any right of action which shall accrue to the Landlord under the Lease the Landlord may, at its option, proceed against the

EAT/WORK DEVELOPMENT CONTINUING GUARANTY

PAGE E-1 OF 3

undersigned and the Tenant, jointly or severally, and may proceed against the undersigned without having commenced any action against or having obtained any judgement against the Tenant. Landlord may proceed against any one or more Guarantors without proceeding against the others and may release any Guarantor(s) or any security deposit, security interest, or letter of credit without releasing the other Guarantors.

6 WAIVER OF STRICT PERFORMANCE. It is agreed that the failure of the Landlord to insist in any one or more instances upon strict performance or observance of any of the terms, provisions, or covenants of the Lease or this Guaranty or to exercise any right therein or herein contained shall not be construed or deemed to be a waiver or relinquishment for the future of such term, provision, covenant, or right, but the same shall continue and remain in full force and effect. Receipt by the Landlord of rent or other payments with knowledge of the breach of any provision of the Lease shall not be deemed a waiver of such breach or of this Guaranty.

7 TRANSFER OF LEASE. No assignment or other transfer of the Lease or any interest therein shall operate to extinguish or diminish the liability of the undersigned hereunder, except as set forth in PARA 4 above. The parties expressly intend that this Guaranty shall apply to any transfer permitted under the Lease without Landlord's prior written consent equally as to the Lease. Notwithstanding the foregoing, this Guaranty shall not apply to any renewal, modification, or extension of the Lease made by any party other than the original Tenant, except only for the exercise of the option set forth in Lease. Section 24 of the Lease and except to the extent that Landlord cannot charge a new tenant rent sufficient to cover the cost of Tenant Improvements requested by and provided to Tenant, then Guarantor agrees to continue to guaranty that portion of the Rent attributable to such non-covered Tenant Improvements.

8 APPLICATION OF LAWS. If the laws applied by the jurisdiction in which this Guaranty is sought to be enforced require that the undersigned have any rights not set forth herein, in order for this Guaranty to be valid or enforceable, then such rights shall be deemed a part hereof, but only to the extent necessary to make this Guaranty valid and enforceable.

9 ATTORNEYS' FEES. If either Landlord or Guarantor obtains a judgement against the other party by reason of a breach of this Guaranty, the losing party shall pay all reasonable attorneys' fees and costs incurred in any collection or attempted collection of the obligations hereby guaranteed or in enforcing this Guaranty.

10 SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure to the benefit of the parties and their respective heirs, administrators, executors, successors, and assigns.

11 TERMINATION. If at any time Tenant can show that it has maintained a Net Worth in excess of $300,000 for a period of at least three (3) months, then this Guaranty shall no longer cover the Base Rent ($1.65/square foot/month) portion of the Lease. If at any time Tenant can show that it has maintained a Net Worth in excess of $600,000 for a period of at least three (3) months, then this Guaranty shall terminate and Guarantor shall no longer be liable for any obligation of the Lease. For the purposes of this section, Net Worth shall mean Tenant's assets minus Tenant's liabilities with assets counted as follows:

< -- ACCOUNTS RECEIVABLE: 80% OF BOOK VALUE
< -- FIXED ASSETS: 50% OF BOOK VALUE
< -- PREPAID AND DEFERRED CHARGES: 0% OF BOOK VALUE
< -- OTHER ASSETS: 0% OF BOOK VALUE
< -- INTANGIBLE ASSETS: 0% OF BOOK VALUE
< -- WORK IN PROGREES OR EQUIVALENT: 0% OF BOOK VALUE
< -- CASH AND OTHER LIQUID ASSETS: 100%

To implement the partial or full termination set forth in this section, Guarantor or tenant shall provide Landlord with a signed statement from a certified public

EAT/WORK DEVELOPMENT CONTINUING GUARANTY

PAGE E-2 OF 3

accountant setting forth the Net Worth of Tenant. Landlord shall then have 30 days to contest such statement and shall have the right, through a certified public accountant of Landlord's choosing, to examine the books of Tenant. Any dispute under this section shall be finally settled by arbitration as set forth in the Section 26 of the Lease.

11.1 REINSTATEMENT OF LEASE GUARANTY OBLIGATION. Notwithstanding anything to the contrary in this Guaranty, Guarantor agrees that if the original Tenant (I.E., The Roda Group, L.L.C.) shall dissolve, wind down, disband, or cease to function as the legal person or entity which existed on the date of the lease or of any such assignment, as the case may be, Guarantor's obligations hereunder shall be reinstated in full, regardless of whether, how, in what circumstances, or for what reason Landlord may theretofore have agreed to suspend, waive, or terminate this Guaranty or discrete obligations hereunder. Notwithstanding the foregoing, this Reinstatement of Lease Guaranty Obligation shall not apply if the Lease has been duly assigned to an assignee as provided in Section 6 of the Lease and who meets the Termination criteria as set forth in this PARA 11.

12 MARITAL STATUS. Each of the undersigned has caused his spouse to join in this Guaranty by signing below; and if no such spouse has signed, the undersigned hereby represents and warrants that he is unmarried.

IN WITNESS WHEREOF, this Guaranty is executed this 14th day of August,

1998, at Berkeley,

    GUARANTOR:        DANIEL MILLER, an individual

                      /s/ Daniel Miller
                      --------------------------------------------

    SPOUSE:           --------------------------------------------

                      --------------------------------------------
                             [SPOUSE'S NAME TYPED OR PRINTED]


    GUARANTOR:        ROGER STRAUCH, an individual

                      /s/ Roger Strauch
                      --------------------------------------------

    SPOUSE:           /s/ Julie A. Kuehanyan
                      --------------------------------------------

                      --------------------------------------------
                             [SPOUSE'S NAME TYPED OR PRINTED]

EAT/WORK DEVELOPMENT CONTINUING GUARANTY

PAGE E-3 OF 3

STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT

THIS COMMERCIAL OFFICE LEASE (the "Lease") is entered into as of 11/15/98 by and between EAT/WORK DEVELOPMENT, LP, a California limited partnership ("Landlord") and ASK JEEVES, Inc., a California corporation ("Tenant").

1. BASIC LEASE TERMS. Landlord leases to Tenant, and Tenant rents and hires from Landlord, the Premises described in Section 1.1 below, for the rents hereinafter reserved, for the term stated in Section 1.4 below, and upon and subject to the terms, conditions (including limitations, restrictions, and reservations), and covenants hereinafter provided. Each party hereby expressly covenants and agrees to observe and perform all of the conditions and covenants herein contained on its part to be observed and performed. The parties agree that the following table (the "Table") sets forth in summary form the basic terms of this Lease, as all of such terms as defined below:

----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Period             Suite #   Square Footage   Monthly Base   Pro Rata Share   Base Year
----------------------------------------------------------------------------------------------
Decemb 1, 1998-    B-C       1835 s.f.        $2940.00       5.4%             1999
Novemb 30, 2001
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------

In the event of any conflict between the terms contained in the Table and the terms contained in subsequent sections of the Lease, the terms of the Table shall control, subject to any adjustments specifically provided for in any other provisions of the Lease.

1.1 PREMISES. The Premises leased to Tenant (the "Premises") is that portion of the first floor of the Building described in Section 1.2. below and commonly known as Suite B-C, as shown on the floor plan annexed hereto as EXHIBIT B. The Premises also include all fixtures and equipment which are attached thereto, except items not deemed to be included therein and which are removable by Tenant as provided in Section 18. Landlord and Tenant agree that the square footage of the Premises, for all purposes under this Lease, are as specified in the Table. Tenant acknowledges that it has had an opportunity to verify the numbers stated in the Table relating to the measurements of the Premises prior to the Commencement Date of this Lease.

1.2 BUILDING. The Premises are located in the building known by the street address 2607 7th Street (the "Building") in the City of Berkeley, County of Alameda, State of California. The Building is more particularly described and depicted in EXHIBIT A which is attached hereto. Landlord and Tenant agree that the square footage of the Building, for all purposes under this Lease, is twelve thousand (12,000). Tenant acknowledges that it has had an opportunity to verify the measurement of the Building prior to the Commencement Date of this Lease.

1.3 DEVELOPMENT. The Building is located in and forms part of the real property commonly known as the Eat/Work Development, with a street address of 918 Parker Street, Berkeley, California (the "Development"), which comprises three different buildings and constitutes a single parcel on the assessment roll of the Alameda County Tax Assessor. For the purposes of this Lease, the Development shall mean the Building and any common or public areas or facilities, easements, corridors, lobbies, sidewalks, loading areas, driveways, landscaped areas, skywalk, parking garages and lots, and any and all other structures or facilities operated or maintained in connection with or for the benefit of the Building, and all parcels or tracts of land on which all or any portion of the Building or any of the other foregoing items are located, and any fixtures, machinery, equipment, apparatus, Systems and Equipment (as defined in Section 5.5 below), furniture, and other personal property located thereon or therein and used in connection therewith, whether title is held by Landlord or its affiliates. Landlord and Tenant agree that the square footage of the Development, for all purposes under this Lease, is thirty four thousand (34,000). Tenant acknowledges that it has had an opportunity to verify the measurement of the Development prior to the Commencement Date of this Lease.

1.4 TERM. The term (the "Term") for which the Premises are hereby leased shall commence on the "Commencement Date," which shall be December 1, 1998, or, if earlier, the day on which the Premises are ready for occupancy (as defined in Section 5) and shall end on November 30, 2001 (the "Expiration Date") or any earlier date upon which the Term may expire or be canceled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law. Promptly following the Commencement Date the parties hereto shall, if required by Landlord, enter into a supplementary agreement fixing the dates of the Commencement Date and the Expiration Date in the form which is attached hereto as EXHIBIT C and incorporated herein by reference.

1.5 TENANT PARKING. Tenant is entitled to two (2) unreserved parking spaces in the parking lot of Eat/Work Development. If it is necessary at any time to reserve parking spaces or hire a guard to monitor parking, Landlord may, at its option, do so and pass both reasonable administrative and direct labor expenses for the guard or monitor to tenant based on tenant's Pro Rata Share as defined in Section 1.


2. RENT. The "Rent" reserved under this Lease, for the Term thereof, shall consist of the following:
a) "Base Rent" of Two Thousand Nine Hundred Forty Dollars ($2,940.00) per month, which shall be payable in advance on the first day of each and every calendar month during the Term of this Lease, except that Tenant shall pay the first month's Base Rent due under the Lease upon the execution and delivery of this Lease by Tenant; and
b) "Additional Rent" consisting of any and all other sums of money as shall become payable by Tenant to Landlord hereunder; and Landlord shall have the same remedies for default in the payment of Additional Rent as for a default in payment of Base Rent.

2.1 BASE RENT ADJUSTMENT. On each anniversary of the Commencement Date the monthly Base Rent shall increase by One Hundred Twenty Dollars ($120.00).

2.2 ADDITIONAL RENT. In addition to the Base Rent and all other payments due under this Lease, Tenant shall pay to Landlord, in the manner set forth herein, as Additional Rent, the following amounts (collectively the "Rental Adjustment"):
a) INCREASED INSURANCE. Tenant agrees to pay its Pro Rata Share of that portion of all Casualty Insurance under Section 2.3e incurred or paid by Landlord in connection with the ownership and operation of the Building ("insurance") during each Adjustment Period which exceeds the amount of Base Operating Insurance subject to proration under Section 2.3.2 below. In the event that Landlord obtains additional coverages or increases the rate of coverage as of the commencement date of this Lease, Landlord agrees to adjust Base Year coverage as if such coverage had been included in the Base Year. Notwithstanding anything to the contrary herein, Landlord agrees that "Increased Insurance" shall not include any surcharge or unusual rate increase attributable to any non-office Tenant in the Building.

b) INCREASED TAXES. An amount equal to Tenant's Pro Rata Share of that portion of Real Estate Taxes paid by Landlord during each Adjustment Period which exceeds the amount of Base Real Estate Taxes, subject to proration under Section 2.3.2 below. Notwithstanding anything to the contrary herein, Tenant's obligation to pay its Pro Rata Share of any increase in Real Estate Taxes which is attributable to a transfer or change in the ownership of the Building (the "Increase") shall be limited as follows: if the transfer or change in ownership occurs during the first year after the Commencement Date, Tenant shall have no obligation to pay any portion of the Increase; if the transfer or change in ownership occurs during the second year after the Commencement Date, Tenant shall pay twenty percent (20%) of the Increase; if the transfer or change in ownership occurs during the third year after the Commencement Date, Tenant shall pay forty percent (40%) of the Increase; if the transfer or change in ownership occurs during the fourth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay sixty percent (60%) of the Increase; if the transfer or change in ownership occurs during the fifth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay eighty percent (80%) of the Increase; and if the transfer or change in ownership occurs during the sixth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay one hundred percent (100%) of the Increase.

2.3 DEFINITIONS. For the purposes of this Lease, the following definitions shall apply:

a) BASE INSURANCE. "Base Insurance" means the total of insurance paid by Landlord during calendar year 1999 for the Development (the "Base Insurance Year").

b) BASE REAL ESTATE TAXES. "Base Real Estate Taxes" means the total of Real estate Taxes paid by Landlord during tax year 1999 for the Development (the "Base Tax Year").

c) TENANT'S PRO RATA SHARE. "Tenant's Pro Rata Share" shall mean the percentage labeled as such in the Table in Section 1, derived as follows:
Tenant's Pro Rata Share is calculated by dividing the agreed area of the Premises (numerator) by the agreed area of the Development (denominator) and expressing the resulting quotient as a percentage. Tenant's Pro Rata Share shall be adjusted during the Term in proportion to any adjustment in the area of the Premises or Development in accordance with the formula stated herein.

d) ADJUSTMENT PERIOD. "Adjustment Period" means each calendar year of which any portion occurs during the Term, excluding the Base Year and beginning with the first calendar year immediately following the Base Year.

e) INSURANCE. "Insurance" means premiums for any insurance policies as determined by Landlord in accordance with the reasonable practice of prudent landlords in the vicinity of the Development (including public liability, property damage, earthquake if commercially reasonable, and fire and extended coverage insurance for the full replacement cost of the Building as required by Landlord or its lenders for the Building).

f) REAL ESTATE TAXES. "Real Estate Taxes" means any and all ad valorem real property taxes and any form of assessment, levy, charge, fee, tax, or other imposition imposed by any authority, including any city, county, state, or federal governmental agency, or any school, library, lighting, transportation, housing, drainage, or other improvement or special assessment district thereof, whether or not now customary or in the contemplation of the parties hereto, and whether or not general, special, ordinary, or extraordinary, which Landlord shall pay during any Adjustment Period because of or in connection with the ownership, leasing, or operation of the Building.


2.3.1 RECONCILIATION. On or before the first day of April of each year after the first Adjustment Period (or as soon thereafter as is practical), Landlord shall deliver to Tenant a statement (the "Statement") setting forth the Rental Adjustment for the preceding year. Tenant shall pay Landlord the amount of any rental adjustment within ten (10) days of the receipt of the Statement. The obligation of Tenant to make payments required under this
Section 2.3.1 shall survive the expiration or earlier termination of the Term of this Lease.

2.3.2 PRORATION OF RENTAL ADJUSTMENT. If the Term does not commence on January 1 or does not end on December 31, Tenant's obligations to pay estimated and actual amounts towards increased Insurance and/or Real Estate Taxes for such first or final calendar year shall be prorated to reflect the portion of such year(s) included in the Term. Such proration shall be made by multiplying the total estimated or actual (as the case may be) increased insurance and/or Real Estate Taxes, (as the case may be) for such calendar year(s), as well as the base insurance amount and/or Base Real Estate Taxes, (as the case may be), by a fraction, the numerator of which shall be the number of days of the Term during such calendar year, and the denominator of which shall be three hundred sixty-five (365).

2.4 PAYMENT OF RENT. Tenant shall pay the Base Rent and Additional Rent promptly when due, without demand therefor and without any abatement, deduction, or setoff whatsoever, except as may be expressly provided in this Lease. Tenant shall pay the Rent to Landlord, in lawful money of the United States of America, at Landlord's office at the Building or at such other place, or to such agent and at such place, as Landlord may designate by notice to Tenant. If the Commencement Date occurs on a day other than the first day of a calendar month, the Base Rent for such calendar month shall be prorated, and the balance of the first month's Base Rent theretofore paid shall be credited against the next monthly installment of Base Rent. The Base Rent for the last month of the lease term shall also be prorated.

2.5 LATE CHARGES. Tenant acknowledges that the late payment of any monthly Rent will cause Landlord to lose the use of that money and incur costs and expenses not contemplated under this Lease, including administrative and collection costs and processing and account expenses, the exact amount of which it is difficult to ascertain. Therefore, if more than one such installment within any 12-month period is not received by Landlord within five (5) days from the date it is due, Tenant shall pay Landlord a late charge equal to five percent (5%) of such installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the loss suffered from such nonpayment by Tenant. In addition, any check returned by the bank for any reason will be considered late and will be subject to all late charges plus a Twenty Dollar ($20.00) fee. After two such occasions in any twelve
(12) month period, Landlord will have the right to require payment by a cashier's check or money order. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to such nonpayment by Tenant nor prevent Landlord from exercising any other rights or remedies available to Landlord under this Lease or at law.

3 SECURITY DEPOSIT. Tenant shall deposit with Landlord the amount of Seventeen Thousand Six Hundred Forty Dollars ($17,640.00) (the "Security Deposit") upon Tenant's execution and submission of this Lease to be held, applied and disposed of pursuant to the provisions of Section 1950.7 of the California Civil Code. The Security Deposit shall serve as security for the prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease. Landlord shall not be required to keep the Security Deposit separate from Landlord's general funds or pay interest on the Security Deposit. Landlord agrees that Tenant shall have the right to reduce the amount of the Security Deposit held by Landlord by an amount representing the cost of a new HVAC system to be installed in the Premises after the Commencement Date of this Lease as approved and accepted by Landlord in accordance with the provisions of Section 9 below. In order to reduce the Security Deposit as provided herein, Tenant shall present Landlord with paid invoices, receipts, original warranty information, evidence of an HVAC maintenance contract, and such other documentation as Landlord may reasonably require relating to the installation and approval of the HVAC system in the Premises. Landlord agrees to refund to Tenant the cost of the HVAC system and its installation in the Premises within thirty (30) days after receipt of such documentation from Tenant.

3.1 APPLICATION OF DEPOSIT. In the event that Tenant is in Default hereunder and fails to cure within any applicable time permitted under this Lease, or in the event that Tenant owes any amounts to Landlord upon the expiration of this Lease, Landlord may use or apply the whole or any part of the Security Deposit for the payment of Tenant's obligations hereunder. The use or application of the Security Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages.

3.2 RESTORATION OF FULL DEPOSIT. In the event the Security Deposit is reduced by such use or application, Tenant shall deposit with Landlord, within ten (10) days after written notice, an amount sufficient to restore the full amount of the Security Deposit.

3.3 DISPOSITION OF SECURITY DEPOSIT. After the Expiration Date or any earlier termination of the Lease, any remaining portion of the Security Deposit shall be returned to Tenant in accordance with the provisions of
Section 1950.7 of the California Civil Code.


4 USE. The Premises are to be for software development and related uses and for no other purpose without prior written consent of Landlord.

4.1 PROHIBITED USES. Tenant shall not use any portion of the Premises for purposes other than those specified hereinabove, and no use shall be made or permitted to be made upon the Premises, nor acts done, which will increase the existing rate of insurance upon the property, or cause cancellation of insurance policies covering said property. Tenant shall not conduct or permit any sale by auction on the Premises. Tenant shall not use, release or store or permit the usage, release, or storage of restricted materials or substances by Department of Health Services, California Water Quality Control Board, Environmental Protection Agency, or any other governmental agency or entity, and Tenant shall comply with all environmental laws, regulations, rules and requirements applicable to Tenant's activities in the Premises. Tenant shall indemnify, defend and hold Landlord harmless from and against any claims, judgments, demands, liabilities, costs and expenses (including reasonable attorney's fees) arising from Tenant's breach of the above covenants. Tenant shall not commit any waste upon the Premises or any nuisance or act which may disturb the quiet enjoyment of any tenant in the Building.

5 CONDITION OF PREMISES. Tenant shall accept the Premises (and the Systems and Equipment serving the same) in an "as is" condition, except as provided in paragraph 5.1, on the date the Term commences, and Landlord shall have no obligation to improve, alter, remodel, or otherwise modify the Premises prior to Tenant's occupancy.

5.1 NOTICE OF DEFECTS. It shall be conclusively presumed upon Tenant's taking actual possession of the Premises that the same were in satisfactory condition (except for latent defects) as of the date of such taking of possession, unless within thirty (30) days after the Commencement Date Tenant shall give Landlord notice in writing specifying the respects in which the Premises were not in satisfactory condition. Landlord agrees to exercise for Tenant's benefit all of the standard contractor remedies and warranties of at least one year and any manufacturers warranties for all new Work and as further provided in Section 5.3 of the Work Letter Agreement.

5.2 SYSTEMS AND EQUIPMENT. As used in this Lease, "Systems and Equipment" means collectively any existing duct work, intrabuilding network cables and wires that transmit voice, data, and other telecommunications signals ("INC"), and other equipment, facilities, and systems designed to supply water, heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life/safety systems or equipment, or any other mechanical, electrical, electronic, computer, or other systems or equipment for the Building. Nothing in this Lease shall be construed to impose upon the Tenant a general obligation to maintain the Building Systems and Equipment, except as specifically provided for in this Lease.

6 ASSIGNMENT AND SUBLETTING. Tenant agrees that it shall not assign, sublet, mortgage, hypothecate, or encumber this Lease, nor permit or allow the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance which shall not unreasonably be withheld or delayed. The actions described in the foregoing sentence are referred to collectively herein as "Transfers." If the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved; but no Transfer, occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the subtenant or occupant as tenant, or a release of Tenant from the further performance hereunder by Tenant. The consent by Landlord to a Transfer shall not relieve Tenant from obtaining the Landlord's express written consent to any further Transfer. In no event shall any permitted subleasee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance which shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Tenant shall have a one-time right to assign the entire Premises to a company in which Tenant is a majority shareholder or to the Roda Group Development Company, LLC, a Delaware limited liability company, without Landlord's prior consent, provided that Tenant shall provide to Landlord concurrently with such assignment reasonably satisfactory evidence of (i) Tenant's majority ownership of assignee and (ii) a financial strength on the part of such assignee which is at least equal to that of Tenant.

7. COMPLIANCE WITH LAWS. Tenant shall use the Premises in compliance with all applicable federal, state, county, and local governmental and municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders, and other such requirements, and decisions by courts in cases where such decisions are considered binding precedents in the State of California (the "State"), and decisions of federal courts applying the laws of the State (collectively "Laws"). Tenant shall, at its sole cost and expense, promptly comply with each and all of such Laws, and also with the requirements of any board of fire underwriters or other similar body now or hereafter constituted to deal with the condition, use, or occupancy of the Premises, except in the case of required compliance (including, without limitation structural changes) not triggered by Tenant's change in use of the Premises or Tenant's alterations, additions, or improvements


therein. Tenant shall comply with all applicable Laws regarding the physical condition of the Premises, but only to the extent that the applicable Laws pertain to the particular manner in which Tenant uses the Premises or the particular use to which Tenant puts the Premises, if different from that permitted under Section 4 of this Lease.

7.1 CODE COSTS. Notwithstanding anything to the contrary in this Section 7, if the requirement of any public authority obligates either Landlord or Tenant to expend money in order to bring the Premises and/or any area of the Building into compliance with Laws as a result of Tenant's particular use or alteration of the Premises; Tenant's change in the use of the Premises; the manner of conduct of Tenant's business or operation of its installations, equipment, or other property therein; any cause or condition created by or at the instance of Tenant, other than by Landlord's performance of any work for or on behalf of Tenant; or breach of any of Tenant's obligations hereunder, then Tenant shall bear all costs ("Code Costs") of bringing the Premises and/or Building into compliance with Laws, whether such Code Costs are related to structural or non-structural elements of the Premises or Building.

8 HAZARDOUS MATERIALS. Tenant shall not cause or permit to occur (i) any violation of applicable Laws now or hereafter enacted or issued, related to environmental conditions on, under, or about the Premises arising from Tenant's leasehold interest in or use or occupancy of the Premises including, soil and groundwater conditions and (ii) the use, generation, release, manufacture, refining, production, processing, storage, or disposal of any Hazardous Materials on, under, or about the Premises or the Building or the transportation to or from the Premises or the Building of any Hazardous Materials, except de minimis amounts of Hazardous Materials that are commonly used in office products or are present in ordinary cleaning supplies. All such office products and cleaning supplies will be used and stored in a manner that complies with all Laws. Tenant shall at its own expense make all submissions to, provide all information required by, and comply with all requirements of all governmental authorities under Laws relating to Hazardous Materials. Should any governmental entity having jurisdiction over the Premises demand that a remediation plan be prepared or that remediation be undertaken because of any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease at or from the Premises which arises at any time from Tenant's use or occupancy of the Premises or from acts or omissions of Tenant, its agents, employees, representatives, or invitees, then Tenant shall, at its own expense, prepare and submit the required plans. Tenant shall indemnify, defend, protect, and hold Landlord, its partners, officers, directors, beneficiaries, shareholders, agents, employees, and lenders harmless from all fines, suits, procedures, claims, liabilities, and actions of every kind, and all costs associated therewith (including investigation costs and attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease, at or from the Premises which arises at any time from Tenant's use or occupancy of the Premises or from Tenant's failure to provide all information, make all submissions, and take all steps required by any governmental authorities having jurisdiction over the Premises. Tenant's obligations and the indemnity hereunder shall survive the expiration or earlier termination of this Lease. The term Hazardous Materials as used herein shall include any chemical, substance, or material which has been or is hereafter determined by any federal, state, or local governmental agency to be capable of posing a risk of injury to health or safety including petroleum, asbestos, polychlorinated biphenyls, radioactive materials, and radon gas.

9 MAINTENANCE, REPAIRS, ALTERATIONS. Tenant shall, at his own expense and at all times, maintain the Premises in good and safe condition, including plate glass and any existing or future intrabuilding alarm, computer, or network cables and wires that transmit voice, data, and other telecommunications signals ("INC"), and any other existing or future exposed equipment or system comprising or supplying water, gas, electricity, HVAC, communications, alarms, fire/safety, sprinkler, plumbing or appliances for the Premises and shall surrender the same at termination hereof in as good condition received, normal wear and tear excepted. Tenant shall be responsible for all repairs for such exposed equipment or systems required, excepting the roof, skylights, exterior walls, and structural foundations, which shall be maintained by Landlord. Notwithstanding Tenant's foregoing maintenance and repair responsibility Tenant shall not be responsible to replace any systems or equipment where such replacement would be deemed a capital replacement as opposed to a repair under generally-accepted accounting principles, unless such replacement has been caused solely by Tenant's negligence, wilful misconduct, or failure to maintain as required hereunder. Landlord shall maintain in good condition the common areas of the property, such as sidewalks, driveways, lawns, and shrubbery. No improvement or alteration of the Premises shall be made without the prior written consent of the Landlord, which shall not be unreasonably withheld or delayed. Prior to the commencement of any substantial repair (except in an emergency provided that Tenant shall notify Landlord as soon as reasonably possible), improvement, or alteration. Tenant shall give Landlord at least five (5) days' written notice in order that Landlord may post appropriate notices of nonresponsibility to avoid any liability for liens for any such work of improvement on the Premises. Notwithstanding the foregoing, Landlord hereby consents to Tenant's installation of an HVAC system in the Premises, subject to Landlords prior written consent of Tenant's proposal and plans for such installation. Such HVAC system shall be deemed a fixture and become the property of Landlord immediately upon installation; however, Tenant agrees to maintain in effect a maintenance contract with a contractor reasonably acceptable to Landlord throughout the Term of the Lease. Tenant shall be entitled to a reduction in the amount of the Security Deposit against the cost of the purchase and installation of the HVAC system as provided in
Section 3 above.


10 ENTRY AND INSPECTION. Tenant shall permit Landlord or Landlord's agents to enter upon the Premises at reasonable times and upon reasonable notice for the purpose of inspecting the same, will permit Landlord at any time within one hundred twenty (120) days prior to the expiration of this Lease to place upon the Premises any usual and reasonable "To Lease" or "Available" signs, and will permit persons desiring to lease the same to inspect the Premises thereafter.

11 INDEMNIFICATION OF LANDLORD. Tenant agrees to assume the defense of and indemnify and save harmless Landlord from all claims, liability, loss, damage, injury, including physical injury of Tenant's employees directly or indirectly arising from the performance of this Lease, from tenant's occupation or use of the Premises, or arising out of the failure of Tenant to provide a "safe place to work" and from any and all claims, liability, loss, damage, injury, including physical injury or death and liability therefor caused or incurred, including injury or death of Tenant's business invitees and social guests, resulting directly or indirectly from Tenant's occupancy of the Leased Premises covered by this Lease. Tenant's duties to defend, indemnify and save harmless shall apply to liability incurred or claimed as a result of negligence or willful misconduct, regardless of responsibility for such negligence or willful misconduct unless Landlord, its employees or agents were solely negligent in the matters complained of.

12 LANDLORD'S INSURANCE. Landlord shall, as part of Insurance expenses, maintain "all risk" property damage insurance containing an agreed amount endorsement covering not less than one hundred percent (100%) of the full insurable replacement cost valuation of the Building and the tenant improvements, betterments, and the alterations thereto; and Landlord's personal property, business papers, furniture, fixtures, and equipment (collectively "Landlord's Property"), exclusive of the costs of excavation, foundations, footings, and risks required to be covered by Tenant's insurance, and subject to commercially reasonable deductibles. Landlord shall also, as part of insurance expenses, obtain and keep in full force the following policies of insurance: commercial general liability insurance; workers' compensation insurance, if required by applicable Law; and such other insurance as Landlord deems appropriate or as may be required by any Holder or ground lessor, Landlord's insurance shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least B+ for any property insurance and at least B+ for any liability insurance, as rated in the most recent edition of Best's Insurance Reports;

13 TENANT'S INSURANCE. Tenant shall obtain and maintain in effect at all times during Tenant's possession of the Premises the following insurance coverage and policies:

(a) LIABILITY INSURANCE. Tenant shall maintain a policy of commercial general liability insurance, which shall include coverages for (i) bodily injury; (ii) property damage; and (iii) personal property. The minimum limits of liability shall be a combined single limit with respect to each occurrence of not less than One Million Dollars ($1,000,000) and an aggregate limit of not less than Two Million Dollars ($2,000,000). The policy shall contain a cross-liability endorsement and a severability of interest clause.

(b) TENANT'S BUSINESS PERSONAL PROPERTY INSURANCE. Tenant shall maintain on all of its business personal property, including valuable business papers and accounts receivable; operating supplies; inventory; and furniture, fixtures, and equipment (whether owned, leased, or rented) (collectively "Business Personal Property") an "all risk" property damage insurance policy including coverages for sprinkler leakage and containing an agreed amount endorsement (or, if applicable, a business owner's policy with a no-coinsurance provision) in an amount not less than one hundred percent (100%) of the full replacement cost valuation of such Business Personal Property, if available. The proceeds from any such policy shall be used by Tenant for the replacement of such Business Personal property.

(c) BUSINESS INTERRUPTION/EXTRA EXPENSE INSURANCE. Tenant shall maintain business interruption or (if applicable) contingent business interruption and extra expense insurance in such amounts as will adequately reimburse Landlord for any item or expense enumerated in this agreement. If Tenant's business interruption or (if applicable) contingent business interruption and extra expense insurance proceeds are insufficient to cover all of Tenant's obligations, Landlord shall be paid before any other creditor. Such insurance will be carried with the same insurer that issues the insurance for Tenant's Business Personal Property pursuant to Section 13(b).

(d) WORKER'S COMPENSATION INSURANCE. Tenant shall maintain worker's compensation insurance as required by the State of California.

(e) TENANT'S LIABILITY LIMITATION. Except with respect to any intentional tort, under no circumstance shall Tenant ever be liable for consequential damages, including damages for lost profits or business interruption.

13.1 TENANT'S INSURANCE CRITERIA. All insurance required to be maintained by Tenant under this Lease shall conform to the following criteria:


(a) Tenant's insurance shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least B+ for any property insurance and at least B+ for any liability insurance, as rated in the most recent edition of Best's Insurance Reports;

(b) Tenant's insurance shall be issued as primary and noncontributory;

(c) Tenant's liability and property insurance policies shall name Landlord as the additional named insured and Landlord, Landlord's agents, and any ground lessors and Holders (as such terms are defined in Section 27) whose names shall have been furnished to Tenant as additional named insureds;

(d) Tenant's insurance shall contain an endorsement requiring at least thirty (30) days written notice from the insurance company to each insured and additional insured before cancellation or any material change in the coverage, scope, or amount of any policy; and

(e) with respect to damage to or loss of Tenant's Business Personal Property, a waiver of subrogation must be obtained, as required under
Section 14 below.

13.2 BLANKET COVERAGE. All of the insurance requirements set forth herein on the part of Tenant to be observed shall be deemed satisfied if the Premises are covered by a blanket insurance policy complying with the limits, requirements, and criteria contained in this Article insuring all or most of Tenant's facilities in California.

13.3 EVIDENCE OF COVERAGE. A duplicate original policy or a certificate of insurance shall be deposited with Landlord at the commencement of the Term or, if earlier, upon Tenant's taking possession of the Premises; and on renewal of the policy a certificate of insurance listing the insurance coverages required hereunder and naming the appropriate additional insureds shall be deposited with Landlord not less than seven (7) days before expiration of the policy.

14 WAIVER OF SUBROGATION. To the maximum extent permitted by insurance policies which Landlord and Tenant are required to maintain under Sections 12 and 13 above, Tenant and Landlord, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist. Landlord and Tenant intend that their respective property loss risks shall be borne by responsible insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right of the insured to recover thereunder. The parties agree that their respective insurance policies are now, or shall be, endorsed such that said waiver of subrogation shall not affect the right of the insured to recover thereunder, so long as no material additional premium is charged therefor.

15 UTILITIES. Tenant shall be responsible for the payment directly to their suppliers of the charges for all utilities (except water, which shall be supplied by Landlord as part of Operating Expenses), including, gas, electricity, heat, and other services delivered to or consumed in the Premises. If any such services are not separately metered to Tenant, Tenant shall pay to Landlord pursuant to Section 2.2 a reasonable proportion, as determined by Landlord, of all charges jointly metered with other premises.

15.1 INTERRUPTION OF SERVICES. Landlord does not warrant that any services or utilities provided hereunder for Tenant's use in the Premises will be free from shortages, failures, variations, or interruptions caused by repairs, maintenance, replacements, improvements, alterations, changes of service, strikes, lockouts, labor controversies, accidents, inability to obtain services, fuel, steam, water or supplies, governmental requirements or requests, or other causes beyond Landlord's reasonable control, including interference with light or other incorporeal hereditaments and any interruption in services or any failure to provide services to Landlord by a designated utility company at the demarcation point at which Landlord accepts responsibility for such service or at any point prior thereto, which interference impedes Landlord in furnishing plumbing, HVAC, electrical, sanitary, life safety, elevator, telecommunications, or other Building services, utilities, or the Systems and Equipment. None of the same shall be deemed an eviction or disturbance of Tenant's use and possession of the Premises or any part thereof, shall render Landlord liable to Tenant for abatement of Rent, or shall relieve Tenant from performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption, or other compensatory or consequential damages.

16 SIGNS. Landlord reserves the exclusive right to the roof, side and rear walls of the Premises. Tenant shall not construct any projecting sign or awning without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed.

17 CONDEMNATION. If any part of the Premises shall be taken or condemned for public use, and a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the part taken, terminate as of the date the condemnor acquires possession, and thereafter Tenant shall be required to pay such proportion of the rent for the remaining term as remaining square footage of the Premises bears to the


total original square footage of the Premises at the date of condemnation; provided, however, that Landlord at its option may terminate this Lease as of the date the condemnor acquires possession. In the event that the demised Premises are condemned in whole, or that a portion is condemned of such size that the remainder is not suitable for Tenant's beneficial enjoyment of the Premises for their intended purposes, this Lease shall terminate upon the date upon which the condemnor acquires possession. All sums which may be payable on account of any condemnation shall belong to the Landlord, and Tenant shall not be entitled to any part thereof; provided, however, that Tenant shall be entitled to retain any amount awarded to him for his trade fixtures or moving expenses.

18 SURRENDER AND RESTORATION. At or before the Expiration Date or the date of any earlier termination of this Lease, or as promptly as practicable using Tenant's best efforts after such an earlier termination date, Tenant, at its expense, shall do all of the following:

(a) surrender possession of the Premises in the condition required under Section 9, ordinary wear and tear excepted;

(b) surrender all keys, any key cards, and any parking stickers or cards to Landlord and give Landlord in writing the combinations of any locks or vaults then remaining in the Premises;

(c) remove from the Premises all of Tenant's Property, except such items thereof as Tenant shall have expressly agreed in writing with Landlord were to remain and to become the property of Landlord; and

(d) fully repair any damage to the Premises or the Property resulting from such removal.

Tenant's obligations herein shall survive the termination of the Lease. All improvements and other items in or upon the Premises (except Tenant's Property), whether installed by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises, all without compensation, allowance, or credit to Tenant; provided, however, that if prior to such termination Landlord so directs by notice, Tenant shall promptly remove such of the Improvements in the Premises as are designated in such notice and shall restore the Premises to their condition prior to the installation of such Improvements. Notwithstanding the foregoing, Landlord shall not require removal of customary office improvements installed pursuant to the Work Letter Agreement, if any (except as expressly provided to the contrary therein), or installed by Tenant with Landlord's written approval (except as expressly required by Landlord in connection with granting such approval).

18.1 TENANT'S FAILURE TO REMOVE OR RESTORE. If Tenant shall fail to perform any repairs or restoration or fail to remove any items from the Premises as required under this Section 18, Landlord may do so, and Tenant shall pay Landlord the cost thereof upon demand. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or any Law may be handled or stored by Landlord at Tenant's expense, and Landlord shall in no event be responsible for the value, preservation, or safekeeping thereof. All property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after expiration or earlier termination of this Lease or Tenant's right to possession shall at Landlord's option be conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord. Unless prohibited by applicable Laws, Landlord shall have a lien against such property for the costs incurred in removing and storing the same.

19 DESTRUCTION OF PREMISES. Landlord and Tenant agree that their respective rights and obligations in the event of any damage or destruction of the Premises or Building shall be governed exclusively by this Lease. Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases Tenant's rights under California Civil Code Sections 1932(2), 1933(4), and 1942, as the same may be modified or replaced hereafter. No damages, compensation, or claim shall be payable by Landlord for any inconvenience, interruption, or cessation of Tenant's business or any annoyance arising from any damage to or destruction of all or any portion of the Premises or Building.

19.1 PARTIAL DESTRUCTION OF PREMISES. In the event of a partial destruction of the Premises during the term hereof from any cause, Landlord shall forthwith repair the same at Landlord's expense, provided that such repairs can be made within sixty (60) days under existing Laws; but such partial destruction shall not terminate this Lease, except that Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with Tenant's beneficial enjoyment of the Premises for their intended purposes. If such repairs cannot be made within sixty (60) days, Landlord, at his option may make the same within a reasonable time, this Lease continuing in effect with the rent proportionately abated as aforesaid; and in the event that Landlord shall not elect to make such repairs which cannot be made within sixty (60) days, this Lease may be terminated by either party upon written notice, effective as of the date of such notice. Notwithstanding the foregoing, if all repairs cannot be completed or are not actually completed within one hundred eighty (180) days of the date of damage Tenant may terminate this Lease at its option.

19.2 DESTRUCTION OF BUILDING. In the event that the Building is destroyed to an extent of not less than one-third of the replacement costs thereof, either party may elect to terminate this Lease, whether the Premises be injured or not. A total destruction of the Building shall terminate this Lease.


19.3 DISPUTES. In the event of any dispute between Landlord and Tenant with respect to the provisions hereof, the matter shall be settled by arbitration in accordance with the provisions of Section 26 below.

20 TENANT'S DEFAULT. The occurrence of any one or more of the following events shall constitute a material breach and default ("Event of Default") of this Lease by Tenant:

(a) Tenant's failure to pay any Rent or any other charges required to be paid by Tenant under this Lease, where such failure continues for five (5) days after written notice from Landlord that such payment is due and payable provided, however, that such written notice will no longer be required if Landlord has issued two or more during any 12-month period;
(b) Tenant's failure promptly and fully to perform any other covenant, condition, or agreement contained in this Lease, where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant;
(c) Tenant's failure to comply with the Rules, unless such failure is cured within five (5) days after notice; provided, that if the nature of Tenant's failure is such that more than five (5) days are reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure within such period and thereafter diligently and continuously prosecutes such cure to completion;
(d) Tenant's abandonment or vacation of the Premises;
(e) any material misrepresentation or omission herein or in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering this Lease or in connection with any Transfer under Section 6;
(f) cancellation of any guaranty of this Lease by any Guarantor;
(g) failure by Tenant to cure within any applicable times permitted thereunder any default under any other lease for space in any other building owned or managed by Landlord or its affiliates now or hereafter entered by Tenant; and any Default hereunder not cured within the times permitted for cure herein shall, at Landlord's election, constitute a default under any other such lease or leases;
(h) The levy of a writ of attachment or execution on this Lease or on any of Tenant's property;
(i) Tenant's or any Guarantor's general assignment for the benefit of creditors or arrangement, composition, extension, or adjustment with its creditors; or
(j) In any proceeding or action in which Tenant is a party, the appointment of a trustee, receiver, agent, or custodian to take charge of the Premises or Tenant's Property for the purpose of enforcing a lien against the Premises or Tenant's Property.

The parties expressly agree that any notice which Landlord may give to Tenant that an Event of Default has occurred under this Section 20 shall satisfy the requirements of Section 1161 of the California Code of Civil Procedure, and it shall not be necessary to give another notice to Tenant under Section 1161.

20.1 LANDLORD'S REMEDIES. Upon the occurrence of an Event of Default hereunder, Landlord shall have the right, in addition to any other rights or remedies Landlord may have, at Landlord's option, without further notice or demand of any kind, to elect to do one of the following alternatives:

(i) Terminate this Lease and Tenant's right to possession of the Premises, re-enter the Premises, and take possession thereof; and Tenant shall have no further claim to the Premises or under this Lease; or

(ii) Continue this Lease in effect and collect any unpaid Rent or other charges which have theretofore accrued or which thereafter become due and payable. It is intended hereunder that Landlord have the remedy described in California Civil Code Section 1951.4, which provides that a landlord may continue a lease in effect after a tenant's breach and abandonment and recover rent as it becomes due, if tenant has the right to sublease or assign, subject only to reasonable limitations.

In the event of any re-entry or retaking of possession by Landlord, Landlord shall have the right, but not the obligation, to remove all or any part of Tenant's Property from the Premises and to place such property in storage at a public warehouse at the expense and risk of Tenant.

20.2 NO WAIVER OF DEFAULT. The waiver by Landlord of any Event of Default or of any other breach of any term, covenant, or condition of this Lease shall not be deemed a waiver of such term, covenant, or condition or of any subsequent breach of the same or any other term, covenant, or condition. Acceptance of Rent by Landlord subsequent to any Event of Default or breach hereof shall not be deemed a waiver of any preceding Event of Default or breach other than the failure to pay the particular Rent so accepted, regardless of Landlord's knowledge of any breach at the time of such acceptance of Rent. Neither Landlord nor Tenant shall be deemed to have waived any term, covenant, or condition of this Lease, unless the waiving party gives the other party written notice of such waiver. Neither Landlord nor Tenant should rely upon the other party's failure or delay in enforcing any right or remedy hereunder.

20.3 LANDLORD'S RIGHT TO CURE. If Tenant defaults in the performance of any of its obligations under this Lease, Landlord may (but shall not be obligated to), without waiving such default, perform the same for the account and at the expense of Tenant. Tenant shall pay Landlord all costs of such performance promptly upon receipt of a bill therefor.


20.4 DAMAGES. Should Landlord elect to terminate this Lease under the provisions of Section 20.1(i) above, Landlord may recover as damages from Tenant the following:

(a) PAST RENT: The worth at the time of the award of any unpaid Rent which had been earned at the time of termination; plus
(b) RENT PRIOR TO AWARD: The worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus
(c) RENT AFTER AWARD: The worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of the rental loss that Tenant proves could have been reasonably avoided; plus
(d) SUBSTANTIALLY CAUSED DAMAGES: Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under this Lease, including, but not limited to, any costs or expenses (including attorneys' fees), incurred by Landlord in
(i) retaking possession of the Premises; (ii) maintaining the Premises after Tenant's default; (iii) preparing the Premises for reletting to a new tenant, including any repairs or alterations; and (iv) reletting the Premises, including brokers' commissions.

"The worth at the time of the award" as used in subsections (a) and (b) above is to be computed by allowing interest at the rate of ten percent (10%) per annum. "The worth at the time of the award" as used in subsection (c) above is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank situated nearest to the Premises at the time of the award plus one percent (1%).

21 RULES. Tenant agrees that it will abide by, keep and observe all reasonable rules and regulations which Landlord may make from time to time for the management, safety, care, and cleanliness of the Building and grounds, the parking of vehicles and the preservation of good order herein as well as for the convenience of other occupants and tenants of the Building. The violations of any such rules and regulations shall be deemed a material breach of this Lease by Tenant.

22 NOTICES. Any notice required or permitted under this Lease shall be in writing and shall be delivered in at least one of the following ways:
personally or by private hand-delivery messenger service; by depositing the same in the United States mail, postage prepaid, registered or certified, return receipt requested, or by depositing such notice, postage prepaid, with Federal Express, DHL, UPS, or another nationally-recognized private overnight delivery service. Each such notice shall be addressed to the intended recipient at such party's address set forth as follows, or at such other address as such party has theretofore specified by written notice delivered in accordance with this Section 22:
if to Landlord:

Attn: Michael Goldin 720 Channing Way Berkeley, CA 94710

if to Tenant:


Ask Jeeves, Inc.
2607 7th Street
Berkeley, CA 94710

Attn: Daniel Miller

Every notice given to a party shall state the section of the Lease pursuant to which the notice is given and the period of time within which the recipient of the notice must respond.

23 HOLDING OVER. Any holding over after the expiration of this Lease, with the consent of Landlord, shall be construed as a month-to-month tenancy at a base monthly rental of one hundred and fifty percent (150%) of the monthly rental which was in effect under the Lease on the Expiration Date, and otherwise in accordance with the terms hereof, as applicable, except that Tenant shall have no extension or renewal option.

24 OPTION TO RENEW. Tenant is hereby granted one (1) option to extend (the "Extension Option") the Term of the Lease for a period of three (3) Lease Years (the "Extension Period"). The Extension Period term shall begin the first day following the Expiration Date and shall take effect on the same terms and conditions in effect under the Lease immediately prior to the first Extension Period, except that monthly Base Rent shall be three thousand three hundred dollars ($3,300.00).

24.1 EXERCISE OF OPTION. The Extension Option may be exercised only by giving Landlord written notice of Tenant's irrevocable election to exercise no earlier than ten (10) months and no later than six (6) months prior to the commencement of the Extension Period.


24.2 FAILURE TO EXERCISE. If Tenant shall fail validly and timely to exercise the option herein granted, said option shall terminate and shall be null and void and of no further force and effect.

24.3 DEFAULT. Tenant's exercise of the Option shall, at Landlord's election, be null and void if an Event of Default exists on the date of Tenant's notice of exercise and such Default is not cured within the applicable cure period, or at any time thereafter and prior to commencement of the relevant Extension Period and such Default is not cured within the applicable cure period. Tenant's exercise of the Extension Option shall not operate to cure any Default by Tenant nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such Default. If the Lease or Tenant's right to possession of the Premises shall terminate before Tenant shall have exercised the Extension Option, then immediately upon such termination the Extension Option shall simultaneously terminate and become null and void.

24.4      TIME. Time is of the essence of the Extension Options granted
hereunder.

25        ESTOPPEL CERTIFICATE. Tenant shall at any time upon not less than

ten (10) days' prior written notice from Landlord execute, acknowledge, and deliver to Landlord a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), the amount of any security deposit, and the date to which the rent and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer to the Premises. At Landlord's option, Tenant's failure to deliver such statement within such time shall be a material breach of this Lease or shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) there are no uncured defaults in Landlord's performance, and (iii) not more than one month's rent has been paid in advance or such failure may be considered by Landlord as a default by Tenant under this Lease. If Landlord desires to finance, refinance, or sell the Premises, or any part thereof, Tenant hereby agrees to deliver to any lender or purchaser designated by Landlord summary financial statements of Tenant as may be reasonably required by such lender or purchaser. All such financial statements shall be received by Landlord and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

25.1 SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT. With respect to Security Devices entered into by Landlord after execution of this Lease, Tenant's subordination of this Lease shall be subject to receiving assurance (a "non-disturbance agreement") from the Lender that Tenant's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Tenant is not in Breach hereof and attorns to the record owner of the Premises. Landlord agrees to use reasonable commercial efforts to obtain from the current lender on the Building a nondisturbance agreement for Tenant within a reasonable period before or after the Commencement Date.

26 ARBITRATION. In the event of any dispute between Landlord and Tenant arising under this Lease that is not resolved by the parties within ten (10) days after the date either party gives notice to the other of its desire to arbitrate the dispute (the "Outside Agreement Date"), the dispute shall be settled by binding arbitration as provided in this Section 26; provided, however, that nothing in this Section 26 shall limit Landlord's right to bring an unlawful detainer action against Tenant if appropriate. All arbitration proceedings shall be conducted at Berkeley, California. Judgment upon the arbitration award may be entered in any court having jurisdiction. The arbitrators shall have no power to change the Lease provisions. Both parties shall continue performing their Lease obligations pending the award in the arbitration proceeding. The arbitrators shall award the prevailing party reasonable expenses and costs, including reasonable attorneys' fees pursuant to Section 26.2 below, plus interest on the amount due at ten percent (10%) per annum or the maximum then allowed by Law, whichever is less.

26.1 PROCEDURE. Not later than fifteen (15) days following the Outside Agreement Date, the party demanding arbitration shall submit the matter to arbitration under the current rules of the American Arbitration Association including their rules relating to discovery, but subject to any definitions or sections of the Lease which may be applicable to the dispute under submission, and shall request a list of potential arbitrators from whom an arbitrator shall be selected in accordance with the rules of the American Arbitration Association.

26.2 PAYMENT. The losing party shall pay to the prevailing party the amount of the final arbitration award. If payment is not made within ten (10) business days after the date the arbitration award is no longer appealable, then in addition to any remedies under the law, if Landlord is the prevailing party, it shall have the same remedies for failure to pay the arbitration award as it has for Tenant's failure to pay Rent; and if Tenant is the prevailing party, it may deduct any remaining award from its monthly payment of Rent or other charges.

27 SUBORDINATION. Tenant agrees that this Lease shall be automatically subordinate to any mortgage or trust deeds that are now or may hereafter be placed upon said Premises. Notwithstanding the


foregoing, Tenant agrees that any mortgagee of the Building, the holder of any note, or beneficiary of any deed of trust (collectively "Holders") encumbering the Building shall have the right upon written notice to Tenant to subordinate the lien of any such note or deed of trust to this Lease.

28 LANDLORD LIABILITY. The liability of Landlord to Tenant for any default by Landlord under this Lease or arising in connection herewith or with Landlord's operation, management, leasing, repair, renovation, alteration, or any other matter relating to the Building or the Premises shall be limited to Landlord's insurance in a minimum amount of three million dollars ($3,000,000) combined plus the interest of Landlord in the Development (and the rental proceeds thereof) except with respect to any intentional tort. Under no circumstances shall Landlord ever be liable for consequential or punitive damages, including damages for lost profits or for business interruption. Tenant agrees to look solely to Landlord's interest in the Development (and the rental proceeds thereof) for the recovery of any judgment against Landlord, and Landlord shall not be personally liable for any such judgment or deficiency after execution thereon. The limitations of liability contained in this Section 28 shall apply equally and inure to the benefit of Landlord's present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents, and employees, and their respective partners, heirs, successors, and assigns. Under no circumstances shall any present or future general or limited partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust) have any liability for the performance of Landlord's obligations under this Lease.

28.1 LIABILITY UPON TRANSFER. The term Landlord as used herein shall mean only the owner or owners, at the time in question, of the fee title of leased Premises and in the event of any transfer of such title or interest, Landlord herein named shall be relieved from and after the date of such transfer of all liability as respects Landlord's obligations thereafter to be performed, provided that any funds in the hands of Landlord at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Landlord shall, subject as aforesaid, be binding on Landlord's successors and assigns, only during their respective periods of ownership.

29 FIRST SOURCE AGREEMENT. (For five or more employees) Tenant supports the Equal Opportunity Program set forth in the First Source Agreement between the Landlord and the City of Berkeley (City) regarding employment of City residents and protected minority categories and will pursue such goals in their employment practices. Tenant agrees to enter into a First-Source Employer Agreement with the CITY and to make use of the City's First Source Program as the first source for job applicants.

30 MISCELLANEOUS. The following provisions shall apply generally to terms, provisions, and covenants of this Lease:

30.1 NO OFFER. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises. This document becomes effective and binding only upon execution and delivery hereof by Tenant and by Landlord. No act or omission of any employee or agent of Landlord or of Landlord's broker shall alter, change, or modify any of the provisions hereof.

30.2 NO PARTNERSHIP. It is expressly understood that Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint adventurer or a member of a joint enterprise with Tenant, and that the provisions of this Lease relating to the percentage rental payable hereunder, if any, are included solely for the purpose of providing a method whereby the rental is to be measured and ascertained.

30.3 HEIRS, ASSIGNS, SUCCESSORS. The Lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.

30.4 TIME. Time is of the essence of this Lease.

30.5 WAIVER. No failure of Landlord or Tenant to enforce any term hereof shall be deemed to be a waiver.

30.6 ATTORNEY'S FEES. In case arbitration or suit should be brought for recovery of the Premises, or for any sum due hereunder, or for any breach hereunder by either Tenant or Landlord, or because of any act or omission which may arise out of the possession of the Premises, by either party, the prevailing party shall be entitled to all costs incurred in litigation, arbitration, or otherwise in connection with such action, including a reasonable attorneys' fee.

30.7 TENANT'S FINANCIAL CONDITION. Tenant agrees to notify Landlord immediately in writing of any fact or development which may materially adversely affect Tenant's financial condition, and Tenant's obligation to notify in this regard shall extend to all matters not within the public realm which might materially affect the decision of an investor to buy or sell securities in Tenant. Tenant agrees to notify Landlord immediately in writing of any filing or impending filing for bankruptcy under federal law or any other filing for protection from creditors under any applicable law. Tenant agrees to provide Landlord


from time to time with financial statements certified by Tenant's certified public accountant upon reasonable notice of demand from Landlord.

31 ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all the agreements of the parties hereto and supersedes any previous negotiations. There have been no representations made by the Landlord or Tenant or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties hereto.

IN WITNESS WHEREOF Landlord and Tenant have executed this Lease as of the date first-above written.

LANDLORD: EAT/WORK DEVELOPMENT, LP, a California limited partnership

By:    /s/ Michael Goldin
     ----------------------------------------
       Michael Goldin, General Partner

TENANT: ASK JEEVES, INC., a California corporation

By:    /s/ Curtis Vredenburg
     ----------------------------------------
       CURTIS VREDENBURG

Its: Vice President, Finance & Operations

PROPOSED SITE PLAN

[FLOOR PLAN]

EXHIBIT
BUILDING

EAT/WORK

DEVELOPMENT

918 PARKER ST


BUILDING B


UNIT DIAGRAM

[FLOOR PLAN]

EXHIBIT
[FLOOR PLAN]

EAT/WORK

DEVELOPMENT

918 PARKER ST


BUILDING B


EXHIBIT C

This Commencement Date agreement is attached to that certain lease dated 11/15/98 between Eat/Work Development, LP, a California limited partnership and ASK JEEVES, Inc., a California corporation ("Tenant") for the Premises as described in the Lease. Landlord and Tenant agree that the Commencement Date pursuant to Section 1.4 of the Lease shall be 12/1/98 for all purposes thereunder.

LANDLORD: EAT/WORK DEVELOPMENT, LP, a California limited partnership

By:   /s/ Michael Goldin
     ----------------------------------------
       Michael Goldin, General Partner

TENANT: ASK JEEVES, INC., a California corporation

By:    /s/ CURTIS VREDENBURG
     ----------------------------------------
       Curtis Vredenburg

Its: VP, Finance & Operations

STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT

THIS COMMERCIAL OFFICE LEASE (the "Lease") is entered into as of May 15, 1998 by and between EAT/WORK DEVELOPMENT, LP, a California limited partnership ("Landlord") and ASK JEEVES, Inc., a California corporation ("Tenant").

1. BASIC LEASE TERMS. Landlord leases to Tenant, and Tenant rents and hires from Landlord, the Premises described in Section 1.1 below, for the rents hereinafter reserved, for the term stated in Section 1.4 below, and upon and subject to the terms, conditions (including limitations, restrictions, and reservations), and covenants hereinafter provided. Each party hereby expressly covenants and agrees to observe and perform all of the conditions and covenants herein contained on its part to be observed and performed. The parties agree that the following table (the "Table") sets forth in summary form the basic terms of this Lease, as all of such terms as defined below:

----------------------------------------------------------------------------------------------------------------
 Period                  Suite #     Square Footage        Monthly Base         Pro Rata Share     Base Year
                                                           Rent (incl. CAM)
----------------------------------------------------------------------------------------------------------------
 May 15, 1998 -          B-E         1930 s.f.             $2509.00             5.68%              1998
 May 14, 2001
----------------------------------------------------------------------------------------------------------------

In the event of any conflict between the terms contained in the Table and the terms contained in subsequent sections of the Lease, the terms of the Table shall control, subject to any adjustments specifically provided for in any other provisions of the Lease.

1.1 PREMISES. The Premises leased to Tenant (the "Premises") is that portion of the first floor of the Building described in Section 1.2 below and commonly known as Suite B-E, as shown on the floor plan annexed hereto as EXHIBIT B. The Premises also include all fixtures and equipment which are attached thereto, except items not deemed to be included therein and which are removable by Tenant as provided in Section 18. Landlord and Tenant agree that the square footage of the Premises, for all purposes under this Lease, are as specified in the Table. Tenant acknowledges that it has had an opportunity to verify the numbers stated in the Table relating to the measurements of the Premises prior to the Commencement Date of this Lease.

1.2 BUILDING. The Premises are located in the building known by the street address 2607 7th Street (the "Building") in the City of Berkeley, County of Alameda, State of California. The Building is more particularly described and depicted in EXHIBIT A which is attached hereto. Landlord and Tenant agree that the square footage of the Building, for all purposes under this Lease, is twelve thousand (12,000). Tenant acknowledges that it has had an opportunity to verify the measurement of the Building prior to the Commencement Date of this Lease.

1.3 DEVELOPMENT. The Building is located in and forms part of the real property commonly known as the Eat/Work Development, with a street address of 918 Parker Street, Berkeley, California (the "Development"), which comprises three different buildings and constitutes a single parcel on the assessment role of the Alameda County Tax Assessor. For the purposes of this Lease, the Development shall mean the Building and any common or public areas or facilities, easements, corridors, lobbies, sidewalks, loading areas, driveways, landscaped areas, skywalk, parking garages and lots, and any and all other structures or facilities operated or maintained in connection with or for the benefit of the Building, and all parcels or tracts of land on which all or any portion of the Building or any of the other foregoing items are located, and any fixtures, machinery, equipment, apparatus, Systems and Equipment (as defined in Section 5.5 below), furniture, and other personal property located thereon or therein and used in connection therewith, whether title is held by Landlord or its affiliates. Landlord and Tenant agree that the square footage of the Development, for all purposes under this Lease, is thirty four thousand (34,000). Tenant acknowledges that it has had an opportunity to verify the measurement of the Development prior to the Commencement Date of this Lease.

1.4 TERM. The term (the "Term") for which the Premises are hereby leased shall commence on the "Commencement Date," which shall be May 15, 1998, or, if earlier, the day on which the Premises are ready for occupancy (as defined in Section 5) and shall end on May 14, 2001 (the "Expiration Date") or any earlier date upon which the Term may expire or be canceled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law. Promptly following the Commencement Date the parties hereto shall, if required by Landlord, enter into a supplementary agreement fixing the dates of the Commencement Date and the Expiration Date in the form which is attached hereto as EXHIBIT C and incorporated herein by reference.

1.5 TENANT PARKING. Tenant is entitled to two (2) unreserved parking spaces in the parking lot of Eat/Work Development. If it is necessary at any time to reserve parking spaces or hire a guard to monitor parking, Landlord may, at its option, do so and pass both reasonable administrative and direct labor expenses for the guard or monitor to tenant based on tenant's Pro Rata Share as defined in Section 1.


2. RENT. The "Rent" reserved under this Lease, for the Term thereof, shall consist of the following:

a) "Base Rent" of two thousand five hundred nine dollars ($2,509.00) per month, which shall be payable in advance on the first day of each and every calendar month during the Term of this Lease, except that Tenant shall pay the first month's Base Rent due under the Lease upon the execution and delivery of this Lease by Tenant; and
b) "Additional Rent" consisting of any and all other sums of money as shall become payable by Tenant to Landlord hereunder; and Landlord shall have the same remedies for default in the payment of Additional Rent as for a default in payment of Base Rent.
c) Notwithstanding anything to the contrary in this Lease, tenant's obligation to pay Base Rent shall be abated for a period of three (3) months after the Commencement Date; provided that Tenant shall be immediately obligated to repay such rental abatement if Tenant defaults hereunder and fails to cure within the time permitted, and Landlord may draw upon Tenant's Security Deposit in order to recoup such abated Base Rent in such circumstances.

2.1 BASE RENT ADJUSTMENT. On each anniversary of the Commencement Date the monthly Base Rent shall increase by one hundred dollars ($100.00).

2.2 ADDITIONAL RENT. In addition to the Base Rent and all other payments due under this Lease, Tenant shall pay to Landlord, in the manner set forth herein, as Additional Rent, the following amounts (collectively the "Rental Adjustment"):

a) INCREASED INSURANCE. Tenant agrees to pay its Pro Rata Share of that portion of all Casualty Insurance under Section 2.3e incurred or paid by Landlord in connection with the ownership and operation of the Building ("insurance") during each Adjustment Period which exceeds the amount of Base Operating Insurance subject to proration under Section 2.3.2 below. In the event that Landlord obtains additional coverages or increases the rate of coverage as of the commencement date of this Lease, Landlord agrees to adjust Base Year coverage as if such coverage had been included in the Base Year. Notwithstanding anything to the contrary herein, Landlord agrees that "Increased Insurance" shall not include any surcharge or unusual rate increase attributable to any non-office Tenant in the Building.

b) INCREASED TAXES. An amount equal to Tenant's Pro Rata Share of that portion of Real Estate Taxes paid by Landlord during each Adjustment Period which exceeds the amount of Base Real Estate Taxes, subject to proration under Section 2.3.2 below. Notwithstanding anything to the contrary herein, Tenant's obligation to pay its Pro Rata Share of any increase in Real Estate Taxes which is attributable to a transfer or change in the ownership of the Building (the "Increase") shall be limited as follows: if the transfer or change in ownership occurs during the first year after the Commencement Date, Tenant shall have no obligation to pay any portion of the Increase; if the transfer or change in ownership occurs during the second year after the Commencement Date, Tenant shall pay twenty percent (20%) of the Increase; if the transfer or change in ownership occurs during the third year after the Commencement Date, Tenant shall pay forty percent (40%) of the Increase; if the transfer or change in ownership occurs during the fourth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay sixty percent (60%) of the Increase; if the transfer or change in ownership occurs during the fifth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay eighty percent (80%) of the Increase; and if the transfer or change in ownership occurs during the sixth year after the Commencement Date, and assuming Tenant has exercised its Extension Option, Tenant shall pay one hundred percent (100%) of the Increase.

2.3 DEFINITIONS. For the purposes of this Lease, the following definitions shall apply:

a) BASE INSURANCE. "Base Insurance" means the total of insurance paid by Landlord during calendar year 1997 for the Development (the "Base Insurance Year").
b) BASE REAL ESTATE TAXES. "Base Real Estate Taxes" means the total of Real Estate Taxes paid by Landlord during tax year 1998-1999 for the Development (the "Base Tax Year").
c) TENANT'S PRO RATA SHARE. "Tenant's Pro Rata Share" shall mean the percentage labeled as such in the Table in Section 1, derived as follows:
Tenant's Pro Rata Share is calculated by dividing the agreed area of the Premises (numerator) by the agreed area of the Development (denominator) and expressing the resulting quotient as a percentage. Tenant's Pro Rata Share shall be adjusted during the Term in proportion to any adjustment in the area of the Premises or Development in accordance with the formula stated herein.
d) ADJUSTMENT PERIOD. "Adjustment Period" means each calendar year of which any portion occurs during the Term, excluding the Base Year and beginning with the first calendar year immediately following the Base Year.
e) INSURANCE. "Insurance" means premiums for any insurance policies as determined by Landlord in accordance with the reasonable practice of prudent landlords in the vicinity of the Development (including public liability, property damage, earthquake if commercially reasonable, and fire and extended coverage insurance for the full replacement cost of the Building as required by Landlord or its lenders for the Building).
f) REAL ESTATE TAXES. "Real Estate Taxes" means any and all ad valorem real property taxes and any form of assessment, levy, charge, fee, tax, or other imposition imposed by any authority.


including any city, county, state, or federal governmental agency, or any school, library, lighting, transportation, housing, drainage, or other improvement or special assessment district thereof, whether or not now customary or in the contemplation of the parties hereto, and whether or not general, special, ordinary, or extraordinary, which Landlord shall pay during any Adjustment Period because of or in connection with the ownership, leasing, or operation of the Building.

2.3.1 RECONCILIATION. On or before the first day of April of each year after the first Adjustment Period (or as soon thereafter as is practical), Landlord shall deliver to Tenant a statement (the "Statement") setting forth the Rental Adjustment for the preceding year. Tenant shall pay Landlord the amount of any rental adjustment within ten (10) days of the receipt of the Statement. The obligation of Tenant to make payments required under this
Section 2.3.1 shall survive the expiration or earlier termination of the Term of this Lease.

2.3.2 PRORATION OF RENTAL ADJUSTMENT. If the Term does not commence on January 1 or does not end on December 31, Tenant's obligations to pay estimated and actual amounts towards increased Insurance and/or Real Estate Taxes for such first or final calendar year shall be prorated to reflect the portion of such year(s) included in the Term. Such proration shall be made by multiplying the total estimated or actual (as the case may be) increased insurance and/or Real Estate Taxes, (as the case may be) for such calendar year(s), as well as the base insurance amount and/or Base Real Estate Taxes, (as the case may be), by a fraction, the numerator of which shall be the number of days of the Term during such calendar year, and the denominator of which shall be three hundred sixty-five (365).

2.4 PAYMENT OF RENT. Tenant shall pay the Base Rent and Additional Rent promptly when due, without demand therefor and without any abatement, deduction, or setoff whatsoever, except as may be expressly provided in this Lease. Tenant shall pay the Rent to Landlord, in lawful money of the United States of America, at Landlord's office at the Building or at such other place, or to such agent and at such place, as Landlord may designate by notice to Tenant. If the Commencement Date occurs on a day other than the first day of a calendar month, the Base Rent for such calendar month shall be prorated, and the balance of the first month's Base Rent theretofore paid shall be credited against the next monthly installment of Base Rent. The Base Rent for the last month of the lease term shall also be prorated.

2.5 LATE CHARGES. Tenant acknowledges that the late payment of any monthly Rent will cause Landlord to lose the use of that money and incur costs and expenses not contemplated under this Lease, including administrative and collection costs and processing and account expenses, the exact amount of which it is difficult to ascertain. Therefore, if more than one such installment within any 12-month period is not received by Landlord within five (5) days from the date it is due, Tenant shall pay Landlord a late charge equal to five percent (5%) of such installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the loss suffered from such nonpayment by Tenant. In addition, any check returned by the bank for any reason will be considered late and will be subject to all late charges plus a Twenty Dollar ($20.00) fee. After two such occasions in any twelve
(12) month period, Landlord will have the right to require payment by a cashier's check or money order. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to such nonpayment by Tenant nor prevent Landlord from exercising any other rights or remedies available to Landlord under this Lease or at law.

3 SECURITY DEPOSIT. Tenant shall deposit with Landlord the amount of two thousand five hundred nine dollars ($2,509.00) (the "Security Deposit") upon Tenant's execution and submission of this Lease to be held, applied and disposed of pursuant to the provisions of Section 1950.7 of the California Civil Code. The Security Deposit shall serve as security for the prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease. Landlord shall not be required to keep the Security Deposit separate from Landlord's general funds or pay interest on the Security Deposit.

3.1 APPLICATION OF DEPOSIT. In the event that Tenant is in Default hereunder and fails to cure within any applicable time permitted under this Lease, or in the event that Tenant owes any amounts to Landlord upon the expiration of this Lease, Landlord may use or apply the whole or any part of the Security Deposit for the payment of Tenant's obligations hereunder. The use or application of the Security Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages.

3.2 RESTORATION OF FULL DEPOSIT. In the event the Security Deposit is reduced by such use or application, Tenant shall deposit with Landlord, within ten (10) days after written notice, an amount sufficient to restore the full amount of the Security Deposit.

3.3 DISPOSITION OF SECURITY DEPOSIT. After the Expiration Date or any earlier termination of the Lease, any remaining portion of the Security Deposit shall be returned to Tenant in accordance with the provisions of
Section 1950.7 of the California Civil Code.

4. USE. The Premises are to be for software development and related uses and for no other purpose without prior written consent of Landlord.

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4.1 PROHIBITED USES. Tenant shall not use any portion of the Premises for purposes other than those specified hereinabove, and no use shall be made or permitted to be made upon the Premises, nor acts done, which will increase the existing rate of insurance upon the property, or cause cancellation of insurance policies covering said property. Tenant shall not conduct or permit any sale by auction on the Premises. Tenant shall not use, release or store or permit the usage, release, or storage of restricted materials or substances by Department of Health Services, California Water Quality Control Board, Environmental Protection Agency, or any other governmental agency or entity, and Tenant shall comply with all environmental laws, regulations, rules and requirements applicable to Tenant's activities in the Premises. Tenant shall indemnify, defend and hold Landlord harmless from and against any claims, judgments, demands, liabilities, costs and expenses (including reasonable attorney's fees) arising from Tenant's breach of the above covenants. Tenant shall not commit any waste upon the Premises or any nuisance or act which may disturb the quiet enjoyment of any tenant in the Building.

5 CONDITION OF PREMISES. Tenant shall accept the Premises (and the Systems and Equipment serving the same) in an "as is" condition, except as provided in paragraph 5.1, on the date the Term commences, and Landlord shall have no obligation to improve, alter, remodel, or otherwise modify the Premises prior to Tenant's occupancy.

5.1 NOTICE OF DEFECTS. It shall be conclusively presumed upon Tenant's taking actual possession of the Premises that the same were in satisfactory condition (except for latent defects) as of the date of such taking of possession, unless within thirty (30) days after the Commencement Date Tenant shall give Landlord notice in writing specifying the respects in which the Premises were not in satisfactory condition. Landlord agrees to exercise for Tenant's benefit all of the standard contractor remedies and warranties of at least one year and any manufacturers warranties for all new Work and as further provided in Section 5.3 of the Work Letter Agreement.

5.2 SYSTEMS AND EQUIPMENT. As used in this Lease, "Systems and Equipment" means collectively any existing duct work, intrabuilding network cables and wires that transmit voice, data, and other telecommunications signals ("INC"), and other equipment, facilities, and systems designed to supply water, heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life/safety systems or equipment, or any other mechanical, electrical, electronic, computer, or other systems or equipment for the Building. Nothing in this Lease shall be construed to impose upon the Tenant a general obligation to maintain the Building Systems and Equipment, except as specifically provided for in this Lease.

6 ASSIGNMENT AND SUBLETTING. Tenant agrees that it shall not assign, sublet, mortgage, hypothecate, or encumber this Lease, nor permit or allow the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance which shall not unreasonably be withheld or delayed. The actions described in the foregoing sentence are referred to collectively herein as "Transfers." If the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved; but no Transfer, occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the subtenant or occupant as tenant, or a release of Tenant from the further performance hereunder by Tenant. The consent by Landlord to a Transfer shall not relieve Tenant from obtaining the Landlord's express written consent to any further Transfer. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance which shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Tenant shall have a one-time right to assign the entire Premises to a company in which Tenant is a majority shareholder or to the Roda Group Development Company, LLC, a Delaware limited liability company, without Landlord's prior consent, provided that (a) Tenant shall obtain in favor of Landlord a new guarantee from the guarantor of the personal guarantee which is attached to this Lease as EXHIBIT E, if such guarantee has not already terminated as defined in Paragraph 11 of EXHIBIT E and (b) Tenant shall provide to Landlord concurrently with such assignment reasonably satisfactory evidence of (i) Tenant's majority ownership of assignee and (ii) a financial strength on the part of such assignee which is at least equal to that of Tenant.

7 COMPLIANCE WITH LAWS. Tenant shall use the Premises in compliance with all applicable federal, state, county, and local governmental and municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders, and other such requirements, and decisions by courts in cases where such decisions are considered binding precedents in the State of California (the "State"), and decisions of federal courts applying the laws of the State (collectively "Laws"). Tenant shall, at its sole cost and expense, promptly comply with each and all of such Laws, and also with the requirements of any board of fire underwriters or other similar body now or hereafter constituted to deal with the condition, use, or occupancy of the Premises, except in the case of required compliance (including, without limitation structural changes) not triggered by Tenant's change in use of the Premises or Tenant's alterations, additions, or improvements

4

therein. Tenant shall comply with all applicable Laws regarding the physical condition of the Premises, but only to the extent that the applicable Laws pertain to the particular manner in which Tenant uses the Premises or the particular use to which Tenant puts the Premises, if different from that permitted under Section 4 of this Lease.

7.1 CODE COSTS. Notwithstanding anything to the contrary in this Section 7, if the requirement of any public authority obligates either Landlord or Tenant to expend money in order to bring the Premises and/or any area of the Building into compliance with Laws as a result of Tenant's particular use or alteration of the Premises; Tenant's change in the use of the Premises; the manner of conduct of Tenant's business or operation of its installations, equipment, or other property therein; any cause or condition created by or at the instance of Tenant, other than by Landlord's performance of any work for or on behalf of Tenant; or breach of any of Tenant's obligations hereunder, then Tenant shall bear all costs ("Code Costs") of bringing the Premises and/or Building into compliance with Laws, whether such Code Costs are related to structural or nonstructural elements of the Premises or Building.

8 HAZARDOUS MATERIALS. Tenant shall not cause or permit to occur (i) any violation of applicable Laws now or hereafter enacted or issued, related to environmental conditions on, under, or about the Premises arising from Tenant's leasehold interest in or use or occupancy of the Premises including, soil and groundwater conditions and (ii) the use, generation, release, manufacture, refining, production, processing, storage, or disposal of any Hazardous Materials on, under, or about the Premises or the Building or the transportation to or from the Premises or the Building of any Hazardous Materials, except de minimis amounts of Hazardous Materials that are commonly used in office products or are present in ordinary cleaning supplies. All such office products and cleaning supplies will be used and stored in a manner that complies with all Laws. Tenant shall at its own expense make all submissions to, provide all information required by, and comply with all requirements of all governmental authorities under Laws relating to Hazardous Materials. Should any governmental entity having jurisdiction over the Premises demand that a remediation plan be prepared or that remediation be undertaken because of any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease at or from the Premises which arises at any time from Tenant's use or occupancy of the Premises or from acts or omissions of Tenant, its agents, employees, representatives, or invitees, then Tenant shall, at its own expense, prepare and submit the required plans. Tenant shall indemnify, defend, protect, and hold Landlord, its partners, officers, directors, beneficiaries, shareholders, agents, employees, and lenders harmless from all fines, suits, procedures, claims, liabilities, and actions of every kind, and all costs associated therewith (including investigation costs and attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease, at or from the Premises which arises at any time from Tenants's use or occupancy of the Premises or from Tenant's failure to provide all information, make all submissions, and take all steps requires by any governmental authorities having jurisdiction over the Premises. Tenant's obligations and the indemnity hereunder shall survive the expiration or earlier termination of this Lease. The term Hazardous Materials as used herein shall include any chemical, substance, or material which has been or is hereafter determined by any federal, state, or local governmental agency to be capable of posing a risk of injury to health or safety including petroleum, asbestos, polychlorinated biphenyls, radioactive materials, and radon gas.

9 MAINTENANCE, REPAIRS, ALTERATIONS. Subject to Tenant's rights under
Section 5.4 above and Section 5.3 of the Work Letter Agreement, after completion of Landlord's Work, pursuant to Section 5 Tenant shall, at his own expense and at all times, maintain the Premises in good and safe condition, including plate glass and any existing or future intrabuilding alarm, computer, or network cables and wires that transmit voice, data, and other telecommunications signals ("INC"), and any other existing or future exposed equipment or system comprising or supplying water, gas, electricity, HVAC, communications, alarms, fire/safety, sprinkler, plumbing or appliances for the Premises and shall surrender the same at termination hereof in as good condition as received, normal wear and tear excepted. Tenant shall be responsible for all repairs for such exposed equipment or systems required, excepting the roof, skylights, exterior walls, and structural foundations, which shall be maintained by Landlord. Notwithstanding Tenant's foregoing maintenance and repair responsibility, Tenant shall not be responsible to replace any systems or equipment where such replacement would be deemed a capital replacement as opposed to a repair under generally-accepted accounting principles, unless such replacement has been caused solely by Tenant's negligence, wilfull misconduct, or failure to maintain as required hereunder. Landlord shall maintain in good condition the common areas of the property, such as sidewalks, driveways, lawns, and shrubbery. No improvement or alteration of the Premises shall be made without the prior written consent of the Landlord, which shall not be unreasonably withheld or delayed. Prior to the commencement of any substantial repair (except in an emergency provided that Tenant shall notify Landlord as soon as reasonably possible), improvement, or alteration, Tenant shall give Landlord at least five (5) days' written notice in order that Landlord may post appropriate notices of nonresponsibility to avoid any liability for liens for any such work of improvement on the Premises.

10. ENTRY AND INSPECTION. Tenant shall permit Landlord or Landlord's agents to enter upon the Premises at reasonable times and upon reasonable notice for the purpose of inspecting the same, will permit Landlord at any time within one hundred twenty (120) days prior to the expiration of this Lease to place

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upon the Premises any usual and reasonable "To Lease" or "Available" signs, and will permit persons desiring to lease the same to inspect the Premises thereafter.

11 INDEMNIFICATION OF LANDLORD. Tenant agrees to assume the defense of and indemnify and save harmless Landlord from all claims, liability, loss, damage, injury, including physical injury of Tenant's employees directly or indirectly arising from the performance of this Lease, from tenant's occupation or use of the Premises, or arising out of the failure of Tenant to provide a "safe place to work" and from any and all claims, liability, loss, damage, injury, including physical injury or death and liability therefor caused or incurred, including injury or death of Tenant's business invitees and social guests, resulting directly or indirectly from Tenant's occupancy of the Leased Premises covered by this Lease. Tenant's duties to defend, indemnify and save harmless shall apply to liability incurred or claimed as a result of negligence or willful misconduct, regardless of responsibility for such negligence or willful misconduct unless Landlord, its employees or agents were solely negligent in the matters complained of.

12 LANDLORD'S INSURANCE. Landlord shall, as part of Insurance expenses, maintain "all risk" property damage insurance containing an agreed amount endorsement covering not less than one hundred percent (100%) of the full insurable replacement cost valuation of the Building and the tenant improvements, betterments, and the alterations thereto; and Landlord's personal property, business papers, furniture, fixtures, and equipment (collectively "Landlord's Property"), exclusive of the costs of excavation, foundations, footings, and risks required to be covered by Tenant's insurance, and subject to commercially reasonable deductibles. Landlord shall also, as part of insurance expenses, obtain and keep in full force the following policies of insurance: commercial general liability insurance; workers' compensation insurance, if required by applicable Law; and such other insurance as Landlord deems appropriate or as may be required by any Holder or ground lessor. Landlord's insurance shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least B+ for any property insurance and at least B+ for any liability insurance, as rated in the most recent edition of Best's Insurance Reports;

13 TENANT'S INSURANCE. Tenant shall obtain and maintain in effect at all times during Tenant's possession of the Premises the following insurance coverages and policies:

(a) LIABILITY INSURANCE. Tenant shall maintain a policy of commercial general liability insurance, which shall include coverages for (i) bodily injury; (ii) property damage; and (iii) personal property. The minimum limits of liability shall be a combined single limit with respect to each occurrence of not less than One Million Dollars ($1,000,000) and an aggregate limit of not less than Two Million Dollars ($2,000,000). The policy shall contain a cross-liability endorsement and a severability of interest clause.

(b) TENANT'S BUSINESS PERSONAL PROPERTY INSURANCE. Tenant shall maintain on all of its business personal property, including valuable business papers and accounts receivable; operating supplies; inventory; and furniture, fixtures, and equipment (whether owned, leased, or rented) (collectively "Business Personal Property") and "all risk" property damage insurance policy including coverages for sprinkler leakage and containing an agreed amount endorsement (or, if applicable, a business owner's policy with a no-coinsurance provision) in an amount not less than one hundred percent (100%) of the full replacement cost valuation of such Business Personal Property, if available. The proceeds from any such policy shall be used by Tenant for the replacement of such Business Personal property.

(c) BUSINESS INTERRUPTION/EXTRA EXPENSE INSURANCE. Tenant shall maintain business interruption or (if applicable) contingent business interruption and extra expense insurance in such amounts as will adequately reimburse Landlord for any item or expense enumerated in this agreement. If Tenant's business interruption or (if applicable) contingent business interruption and extra expense insurance proceeds are insufficient to cover all of Tenant's obligations, Landlord shall be paid before any other creditor. Such insurance will be carried with the same insurer that issues the insurance for Tenant's Business Personal Property pursuant to Section 13(b).

(d) WORKER'S COMPENSATION INSURANCE. Tenant shall maintain worker's compensation insurance as required by the State of California.

(e) TENANT'S LIABILITY LIMITATION. Except with respect to any intentional tort, under no circumstance shall Tenant ever be liable for consequential damages, including damages for lost profits or business interruption.

13.1 TENANT'S INSURANCE CRITERIA. All insurance required to be maintained by Tenant under this Lease shall conform to the following criteria:

(a) Tenant's insurance shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least B+ for any property insurance and at least B+ for any liability insurance, as rated in the most recent edition of Best's Insurance Reports;

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(b) Tenant's insurance shall be issued as primary and noncontributory;

(c) Tenant's liability and property insurance policies shall name Landlord as the additional named insured and Landlord, Landlord's agents, and any ground lessors and Holders (as such terms are defined in Section 27) whose names shall have been furnished to Tenant as additional named insureds;

(d) Tenant's insurance shall contain an endorsement requiring at least thirty (30) days written notice from the insurance company to each insured and additional insured before cancellation or any material change in the coverage, scope, or amount of any policy; and

(e) with respect to damage to or loss of Tenant's Business Personal Property, a waiver of subrogation must be obtained, as required under Section 14 below.

13.2 BLANKET COVERAGE. All of the insurance requirements set forth herein on the part of Tenant to be observed shall be deemed satisfied if the Premises are covered by a blanket insurance policy complying with the limits, requirements, and criteria contained in this Article insuring all or most of Tenant's facilities in California.

13.3 EVIDENCE OF COVERAGE. A duplicate original policy or a certificate of insurance shall be deposited with Landlord at the commencement of the Term or, if earlier, upon Tenant's taking possession of the Premises; and on renewal of the policy a certificate of insurance listing the insurance coverages required hereunder and naming the appropriate additional insureds shall be deposited with Landlord not less than seven (7) days before expiration of the policy.

14 WAIVER OF SUBROGATION. To the maximum extent permitted by insurance policies which Landlord and Tenant are required to maintain under Sections 12 and 13 above, Tenant and Landlord, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist. Landlord and Tenant intend that their respective property loss risks shall be borne by responsible insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right of the insured to recover thereunder. The parties agree that their respective insurance policies are now, or shall be, endorsed such that said waiver of subrogation shall not affect the right of the insured to recover thereunder, so long as no material additional premium is charged therefor.

15 UTILITIES. Tenant shall be responsible for the payment directly to their suppliers of the charges for all utilities (except water, which shall be supplied by Landlord as part of Operating Expenses), including, gas, electricity, heat, and other services delivered to or consumed in the Premises. If any such services are not separately metered to Tenant, Tenant shall pay to Landlord pursuant to Section 2.2 a reasonable proportion, as determined by Landlord, of all charges jointly metered with other premises.

15.1 INTERRUPTION OF SERVICES. Landlord does not warrant that any services or utilities provided hereunder for Tenant's use in the Premises will be free from shortages, failures, variations, or interruptions caused by repairs, maintenance, replacements, improvements, alterations, changes of service, strikes, lockouts, labor controversies, accidents, inability to obtain services, fuel, steam, water or supplies, governmental requirements or requests, or other causes beyond Landlord's reasonable control, including interference with light or other incorporated hereditaments and any interruption in services or any failure to provide services to Landlord by a designated utility company at the demarcation point at which Landlord accepts responsibility for such service or at any point prior thereto, which interference impedes Landlord in furnishing plumbing, HVAC, electrical, sanitary, life safety, elevator, telecommunications, or other Building services, utilities, or the Systems and Equipment. None of the same shall be deemed an eviction or disturbance of Tenant's use and possession of the Premises or any part thereof, shall render Landlord liable to Tenant for abatement of Rent, or shall relieve Tenant from performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption, or other compensatory or consequential damages.

16 SIGNS. Landlord reserves the exclusive right to the roof, side and rear walls of the Premises. Tenant shall not construct any projecting sign or awning without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed.

17 CONDEMNATION. If any part of the Premises shall be taken or condemned for public use, and a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the part taken, terminate as of the date the condemnor acquires possession, and thereafter Tenant shall be required to pay such proportion of the rent for the remaining term as remaining square footage of the Premises bears to the total original square footage of the Premises at the date of condemnation; provided, however, that Landlord at its option may terminate this Lease as of the date the condemnor acquires possession. In the event that the demised Premises are condemned in whole, or that a portion is condemned of such size that the remainder is not suitable for Tenant's beneficial enjoyment of the Premises for their intended purposes, this

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Lease shall terminate upon the date upon which the condemner acquires possession. All sums which may be payable on account of any condemnation shall belong to the Landlord, and Tenant shall not be entitled to any part thereof; provided however, that Tenant shall be entitled to retain any amount awarded to him for his trade fixtures or moving expenses.

18 SURRENDER AND RESTORATION. At or before the Expiration Date or the date of any earlier termination of this Lease, or as promptly as practicable using Tenant's best efforts after such an earlier termination date, Tenant, at its expense, shall do all of the following:

(a) surrender possession of the Premises in the condition required under Section 9, ordinary wear and tear excepted;
(b) surrender all keys, any key cards, and any parking stickers or cards to Landlord and give Landlord in writing the combinations of any locks or vaults then remaining in the Premises;
(c) remove from the Premises all of Tenant's Property, except such items thereof as Tenant shall have expressly agreed in writing with Landlord were to remain and to become the property of Landlord; and
(d) fully repair any damage to the Premises or the Property resulting from such removal.

Tenant's obligations herein shall survive the termination of the Lease. All improvements and other items in or upon the Premises (except Tenant's Property), whether installed by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises, all without compensation, allowance, or credit to Tenant; provided, however, that if prior to such termination Landlord so directs by notice, Tenant shall promptly remove such of the Improvements in the Premises as are designated in such notice and shall restore the Premises to their condition prior to the installation of such Improvements. Notwithstanding the foregoing, Landlord shall not require removal of customary office improvements installed pursuant to the Work Letter Agreement, if any (except as expressly provided to the contrary therein), or installed by Tenant with Landlord's written approval (except as expressly required by Landlord in connection with granting such approval).

18.1 TENANT'S FAILURE TO REMOVE OR RESTORE. If Tenant shall fail to perform any repairs or restoration or fail to remove any items from the Premises as required under this Section 18, Landlord may do so, and Tenant shall pay Landlord the cost thereof upon demand. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or any Law may be handled or stored by Landlord at Tenant's expense, and Landlord shall in no event be responsible for the value, preservation, or safekeeping thereof. All property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after expiration or earlier termination of this Lease or Tenant's right to possession shall at Landlord's option be conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord. Unless prohibited by applicable Laws, Landlord shall have a lien against such property for the costs incurred in removing and storing the same.

19 DESTRUCTION OF PREMISES. Landlord and Tenant agree that their respective rights and obligations in the event of any damage or destruction of the Premises or Building shall be governed exclusively by this Lease. Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases Tenant's rights under California Civil Code Sections 1932(2), 1933(4), and 1942, as the same may be modified or replaced hereafter. No damages, compensation, or claim shall be payable by Landlord for any inconvenience, interruption, or cessation of Tenant's business or any annoyance arising from any damage to or destruction of all or any portion of the Premises or Building.

19.1 PARTIAL DESTRUCTION OF PREMISES. In the event of a partial destruction of the Premises during the term hereof from any cause, Landlord shall forthwith repair the same at Landlord's expense, provided that such repairs can be made within sixty (60) days under existing Laws; but such partial destruction shall not terminate this Lease, except that Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with Tenant's beneficial enjoyment of the Premises for their intended purposes. If such repairs cannot be made within sixty (60) days, Landlord, at his option may make the same within a reasonable time, this Lease continuing in effect with the rent proportionately abated as aforesaid; and in the event that Landlord shall not elect to make such repairs which cannot be made within sixty (60) days, this Lease may be terminated by either party upon written notice, effective as of the date of such notice. Notwithstanding the foregoing, if all repairs cannot be completed or are not actually completed within one hundred eighty (180) days of the date of damage Tenant may terminate this Lease at its option.

19.2 DESTRUCTION OF BUILDING. In the event that the Building is destroyed to an extent of not less than one-third of the replacement costs thereof, either party may elect to terminate this Lease, whether the Premises be injured or not. A total destruction of the Building shall terminate this Lease.

19.3 DISPUTES. In the event of any dispute between Landlord and Tenant with respect to the provisions hereof, the matter shall be settled by arbitration in accordance with the provisions of Section 26 below.

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20 TENANT'S DEFAULT. The occurrence of any one or more of the following events shall constitute a material breach and default ("Event of Default") of this Lease by Tenant:

(a) Tenant's failure to pay any Rent or any other charges required to be paid by Tenant under this Lease, where such failure continues for five (5) days after written notice from Landlord that such payment is due and payable provided, however, that such written notice will no longer be required if Landlord has issued two or more during any 12-month period;
(b) Tenant's failure promptly and fully to perform any other covenant, condition, or agreement contained in this Lease, where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant;
(c) Tenant's failure to comply with the Rules, unless such failure is cured within five (5) days after notice; provided, that if the nature of Tenant's failure is such that more than five (5) days are reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure within such period and thereafter diligently and continuously prosecutes such cure to completion;
(d) Tenant's abandonment or vacation of the Premises;
(e) any material misrepresentation or omission herein or in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering this Lease or in connection with any Transfer under Section 6;
(f) cancellation of any guaranty of this Lease by any Guarantor;
(g) failure by Tenant to cure within any applicable times permitted thereunder any default under any other lease for space in any other building owned or managed by Landlord or its affiliates now or hereafter entered by Tenant; and any Default hereunder not cured within the times permitted for cure herein shall, at Landlord's election, constitute a default under any other such lease or leases;
(h) The levy of a writ of attachment or execution on this Lease or on any of Tenant's property;
(i) Tenant's or any Guarantor's general assignment for the benefit of creditors or arrangement, composition, extension, or adjustment with its creditors; or
(j) In any proceeding or action in which Tenant is a party, the appointment of a trustee, receiver, agent, or custodian to take charge of the Premises or Tenant's Property for the purpose of enforcing a lien against the Premises or Tenant's Property.

The parties expressly agree that any notice which Landlord may give to Tenant that an Event of Default has occurred under this Section 20 shall satisfy the requirements of Section 1161 of the California Code of Civil Procedure, and it shall not be necessary to give another notice to Tenant under Section 1161.

20.1 LANDLORD'S REMEDIES. Upon the occurrence of an Event of Default hereunder, Landlord shall have the right, in addition to any other rights or remedies Landlord may have, at Landlord's option, without further notice or demand of any kind, to elect to do one of the following alternatives:

(i) Terminate this Lease and Tenant's right to possession of the Premises, re-enter the Premises, and take possession thereof; and Tenant shall have no further claim to the Premises or under this Lease; or
(ii) Continue this Lease in effect and collect any unpaid Rent or other charges which have theretofore accrued or which thereafter become due and payable. It is intended hereunder that Landlord have the remedy described in California Civil Code Section 1951.4, which provides that a landlord may continue a lease in effect after a tenant's breach and abandonment and recover rent as it becomes due, if tenant has the right to sublease or assign, subject only to reasonable limitations.

In the event of any re-entry or retaking of possession by Landlord, Landlord shall have the right, but not the obligation, to remove all or any part of Tenant's Property from the Premises and to place such property in storage at a public warehouse at the expense and risk of Tenant.

20.2 NO WAIVER OF DEFAULT. The waiver by Landlord of any Event of Default or of any other breach of any term, covenant, or condition of this Lease shall not be deemed a waiver of such term, covenant, or condition or of any subsequent breach of the same or any other term, covenant, or condition. Acceptance of Rent by Landlord subsequent to any Event of Default or breach hereof shall not be deemed a waiver of any preceding Event of Default or breach other than the failure to pay the particular Rent so accepted, regardless of Landlord's knowledge of any breach at the time of such acceptance of Rent. Neither Landlord nor Tenant shall be deemed to have waived any term, covenant, or condition of this Lease, unless the waiving party gives the other party written notice of such waiver. Neither Landlord nor Tenant should rely upon the other party's failure or delay in enforcing any right or remedy hereunder.

20.3 LANDLORD'S RIGHT TO CURE. If Tenant defaults in the performance of any of its obligations under this Lease, Landlord may (but shall not be obligated to), without waiving such default, perform the same for the account and at the expense of Tenant. Tenant shall pay Landlord all costs of such performance promptly upon receipt of a bill therefor.

20.4 DAMAGES. Should Landlord elect to terminate this Lease under the provisions of Section 20.1(i) above, Landlord may recover as damages from Tenant the following:

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(a) PAST RENT: The worth at the time of the award of any unpaid Rent which had been earned at the time of termination; plus
(b) RENT PRIOR TO AWARD: The worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus
(c) RENT AFTER AWARD: The worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of the rental loss that Tenant proves could have been reasonably avoided; plus
(d) SUBSTANTIALLY CAUSED DAMAGES: Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under this Lease, including, but not limited to, any costs or expenses (including attorneys' fees), incurred by Landlord in
(i) retaking possession of the Premises; (ii) maintaining the Premises after Tenant's default; (iii) preparing the Premises for reletting to a new tenant, including any repairs or alterations; and (iv) reletting the Premises, including brokers' commissions.

"The worth at the time of the award" as used in subsections (a) and (b) above is to be computed by allowing interest at the rate of ten percent (10%) per annum. "The worth at the time of the award" as used in subsection (c) above is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank situated nearest to the Premises at the time of the award plus one percent (1%).

21 RULES. Tenant agrees that it will abide by, keep and observe all reasonable rules and regulations which Landlord may make from time to time for the management, safety, care, and cleanliness of the Building and grounds, the parking of vehicles and the preservation of good order herein as well as for the convenience of other occupants and tenants of the Building. The violations of any such rules and regulations shall be deemed a material breach of this Lease by Tenant.

22 NOTICES. Any notice required or permitted under this Lease shall be in writing and shall be delivered in at least one of the following ways:
personally or by private hand-delivery messenger service; by depositing the same in the United States mail, postage prepaid, registered or certified, return receipt requested; or by depositing such notice, postage prepaid, with Federal Express, DHL, UPS, or another nationally-recognized private overnight delivery service. Each such notice shall be addressed to the intended recipient at such party's address set forth as follows, or at such other address as such party has theretofore specified by written notice delivered in accordance with this Section 22:
if to Landlord:

Attn: Michael Goldin 720 Channing Way Berkeley, CA 94710

if to Tenant:


Ask Jeeves, Inc.
2607 7th Street
Berkeley, CA 94710

Attn: President

Every notice given to a party shall state the section of the Lease pursuant to which the notice is given and the period of time within which the recipient of the notice must respond.

23 HOLDING OVER. Any holding over after the expiration of this Lease, with the consent of Landlord, shall be construed as a month-to-month tenancy at a base monthly rental of one hundred and fifty percent (150%) of the monthly rental which was in effect under the Lease on the Expiration Date, and otherwise in accordance with the terms hereof, as applicable, except that Tenant shall have no extension or renewal option.

24 OPTION TO RENEW. Tenant is hereby granted one (1) option to extend
(the "Extension Option") the Term of the Lease for a period of three (3) Lease Years (the "Extension Period"). The Extension Period term shall begin the first day following the Expiration Date and shall take effect on the same terms and conditions in effect under the Lease immediately prior to the first Extension Period, except that monthly Base Rent shall be two thousand eight hundred nine dollars ($2,809.00).

24.1 EXERCISE OF OPTION. The Extension Option may be exercised only by giving Landlord written notice of Tenant's irrevocable election to exercise no earlier than ten (10) months and no later than six (6) months prior to the commencement of the Extension Period.

24.2 FAILURE TO EXERCISE. If Tenant shall fail validly and timely to exercise the option herein granted, said option shall terminate and shall be null and void and of no further force and effect.

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24.3 DEFAULT. Tenant's exercise of the Option shall, at Landlord's election, be null and void if an Event of Default exists on the date of Tenant's notice of exercise and such Default is not cured within the applicable cure period, or at any time thereafter and prior to commencement of the relevant Extension Period and such Default is not cured within the applicable cure period. Tenant's exercise of the Extension Option shall not operate to cure a xxx Default by Tenant nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such Default. If the Lease or Tenant's right to possession of the Premises shall terminate before Tenant shall have exercised the Extension Option, then immediately upon such termination the Extension Option shall simultaneously terminate and become null and void.

24.4 TIME. Time is of the essence of the Extension Options granted hereunder.

25 ESTOPPEL CERTIFICATE. Tenant shall at any time upon not less than ten
(10) days' prior written notice from Landlord execute, acknowledge, and deliver to Landlord a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), the amount of any security deposit, and the date to which the rent and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer to the Premises. At Landlord's option, Tenant's failure to deliver such statement within such time shall be a material breach of this Lease or shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) there are no uncured defaults in Landlord's performance, and (iii) not more than one month's rent has been paid in advance or such failure may be considered by Landlord as a default by Tenant under this Lease. If Landlord desires to finance, refinance, or sell the Premises, or any part thereof, Tenant hereby agrees to deliver to any lender or purchaser designated by Landlord summary financial statements of Tenant as may be reasonably required by such lender or purchaser. All such financial statements shall be received by Landlord and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

25.1 SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT. With respect to Security Devices entered into by Landlord after execution of this Lease, Tenant's subordination of this Lease shall be subject to receiving assurance (a "non-disturbance agreement") from the Lender that Tenant's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Tenant is not in Breach hereof and attorns to the record owner of the Premises. Landlord agrees to use reasonable commercial efforts to obtain from the current lender on the Building a nondisturbance agreement for Tenant within a reasonable period before or after the Commencement Date.

26 ARBITRATION. In the event of any dispute between Landlord and Tenant arising under this Lease that is not resolved by the parties within ten (10) days after the date either party gives notice to the other of its desire to arbitrate the dispute (the "Outside Agreement Date"), the dispute shall be settled by binding arbitration as provided in this Section 26; provided, however, that nothing in this Section 26 shall limit Landlord's right to bring an unlawful detainer action against Tenant if appropriate. All arbitration proceedings shall be conducted at Berkeley, California. Judgment upon the arbitration award may be entered in any court having jurisdiction. The arbitrators shall have no power to change the Lease provisons. Both parties shall continue performing their Lease obligations pending the award in the arbitration proceeding. The arbitrators shall award the prevailing party reasonable expenses and costs, including reasonable attorneys' fees pursuant to Section 26.2 below, plus interest on the amount due at ten percent (10%) per annum or the maximum then allowed by Law, whichever is less.

26.1 PROCEDURE. Not later than fifteen (15) days following the Outside Agreement Date, the party demanding arbitration shall submit the matter to arbitration under the current rules of the American Arbitration Association including their rules relating to discovery, but subject to any definitions or sections of the Lease which may be applicable to the dispute under submission, and shall request a list of potential arbitrators from whom an arbitrator shall be selected in accordance with the rules of the American Arbitration Association.

26.2 PAYMENT. The losing party shall pay to the prevailing party the amount of the final arbitration award. If payment is not made within ten
(10) business days after the date the arbitration award is no longer appealable, then in addition to any remedies under the law, if Landlord is the prevailing party, it shall have the same remedies for failure to pay the arbitration award as it has for Tenant's failure to pay Rent; and if Tenant is the prevailing party, it may deduct any remaining award from its monthly payment of Rent or other charges.

27 SUBORDINATION. Tenant agrees that this Lease shall be automatically subordinate to any mortgage or trust deeds that are now or may hereafter be placed upon said Premises. Notwithstanding the foregoing, Tenant agrees that any mortgagee of the Building, the holder of any note, or beneficiary of any deed of trust (collectively "Holders") encumbering the Building shall have the right upon written notice to Tenant to subordinate the lien of any such note or deed of trust to this Lease.

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28 LANDLORD'S LIABILITY. The liability of Landlord to Tenant for any default by Landlord under this Lease or arising in connection herewith or with Landlord's operation, management, leasing, repair, renovation, alteration, or any other matter relating to the Building or the Premises shall be limited to Landlord's insurance in a minimum amount of three million dollars ($3,000,000) combined plus the interest of Landlord in the Development (and the rental proceeds thereof) except with respect to any intentional tort. Under no circumstances shall Landlord ever be liable for consequential or punitive damages, including damages for lost profits or for business interruption. Tenant agrees to look solely to Landlord's interest in the Development (and the rental proceeds thereof) for the recovery of any judgment against Landlord, and Landlord shall not be personally liable for any such judgment or deficiency after execution thereon. The limitations of liability contained in this Section 28 shall apply equally and inure to the benefit of Landlord's present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents, and employees, and their respective partners, heirs, successors, and assigns. Under no circumstances shall any present or future general or limited partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust) have any liability for the performance of Landlord's obligations under this Lease.

28.1 LIABILITY UPON TRANSFER. The term Landlord as used herein shall mean only the owner or owners, at the time in question, of the fee title of leased Premises and in the event of any transfer of such title or interest, Landlord herein named shall be relieved from and after the date of such transfer of all liability as respects Landlord's obligations thereafter to be performed, provided that any funds in the hands of Landlord at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Landlord shall, subject as aforesaid, be binding on Landlord's successors and assigns, only during their respective periods of ownership.

29 FIRST SOURCE AGREEMENT. (For five or more employees) Tenant represents that it has fewer than five (5) employees as of the Commencement Date of the Lease and as such is not subject to the requirement to enter into a First Source Agreement with the City of Berkeley.

30 MISCELLANEOUS. The following provisions shall apply generally to terms, provisions, and covenants of this Lease:

30.1 NO OFFER. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises. This document becomes effective and binding only upon execution and delivery hereof by Tenant and by Landlord. No act or omission of any employee or agent of Landlord or of Landlord's broker shall alter, change, or modify any of the provisions hereof.

30.2 NO PARTNERSHIP. It is expressly understood that Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint adventurer or a member of a joint enterprise with Tenant, and that the provisions of this Lease relating to the percentage rental payable hereunder, if any, are included solely for the purpose of providing a method whereby the rental is to be measured and ascertained.

30.3 HEIRS, ASSIGNS, SUCCESSORS. This Lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.

30.4 TIME. Time is of the essence of this Lease.

30.5 WAIVER. No failure of Landlord or Tenant to enforce any term hereof shall be deemed to be a waiver.

30.6 ATTORNEY'S FEES. In case arbitration or suit should be brought for recovery of the Premises, or for any sum due hereunder, or for any breach hereunder by either Tenant or Landlord, or because of any act or omission which may arise out of the possession of the Premises, by either party, the prevailing party shall be entitled to all costs incurred in litigation, arbitration, or otherwise in connection with such action, including a reasonable attorneys' fee.


31 ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all the agreements of the parties hereto and supersedes any previous negotiations. There have been no representations made by the Landlord or Tenant or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties hereto.

IN WITNESS WHEREOF Landlord and Tenant have executed this Lease as of the date first-above written.

Landlord:      EAT/WORK DEVELOPMENT, LP, a California limited partnership

              By: /s/ Michael Goldin
                  -------------------------------------
                    Michael Goldin, General Partner

Tenant:        ASK JEEVES, INC., a California corporation

              By: /s/ Dan Miller
                  -------------------------------------
                    Dan Miller

              Its:   President
                  ----------------


EXHIBIT A
BUILDING

[BLUEPRINT]                                            [GRAPHIC]

                                                       Eat/Work
                                                       Development

                                                       918 PARKER ST

                                                       BUILDING B


EXHIBIT B

[BLUEPRINT]                                            [GRAPHIC]

                                                       Eat/Work
                                                       Development

                                                       918 PARKER ST

                                                       BUILDING B

UNIT DIAGRAM
N.T.S.


EXHIBIT C

This Commencement Date agreement is attached to that certain lease dated May 15, 1998 between Eat/Work Development, LP, a California limited partnership and ASK JEEVES, Inc., a California corporation ("Tenant") for the Premises as described in the Lease. Landlord and Tenant agree that the Commencement Date pursuant to Section 1.4 of the Lease shall be 5/15/98 for all purposes thereunder.

Landlord:    EAT/WORK DEVELOPMENT, LP, a California limited partnership


                  By: /s/ Michael Goldin
                     ----------------------------------------
                          Michael Goldin, General Partner

Tenant:      ASK JEEVES, INC., a California corporation


                  By: /s/ Dan Miller
                     ----------------------------------------
                          Dan Miller

Its: President

BASIC LEASE INFORMATION

OFFICE LEASE

Lease Date: January 26, 1999

Landlord: Parker Associates

Address of Landlord: 2560 Ninth Street, Suite 117 Berkeley, California 94710

Tenant: Ask Jeeves, Inc.

Address of Tenant: 918 Parker

Contact: Vera Leo Telephone: 649-2183

Premises: Suite 219 in Parker Plaza
2560 Ninth Street
Berkeley, California

Scheduled Term Commencement Date: February 1, 1999

Scheduled Length of Term: 1 year

Scheduled Term Expiration Date: January 31, 2000

Rent:
     Base Rent                $ 5265.00/month
     Estimated
     Basic Operating Costs    $ _______/month

     Total Rent               $ _______/month

Security Deposit and Last Month's Rent: $ 7897.50

Tenant's Proportionate Share:

Permitted Use: General Office

Occupancy Density: N/A

The foregoing Basic Lease Information is incorporated in to and made a part of this Lease. Each reference in this Lease to any of the Basic Lease Information shall mean the respective information above set forth and shall be construed to incorporate all of the terms provided under the particular Lease paragraph pertaining to such information. In the event of any conflict between the Basic Lease Information and the Lease, the latter shall control.

LANDLORD:  Parker Associates            TENANT:  Ask Jeeves, Inc.


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

By  /s/ Michael Horowitz                By   /s/ Robert Wrubel
   --------------------------------         -------------------------------

  Its  General Partner                      Its  President
     ------------------------------            ----------------------------

Date:                                   Date:

          2/2/99                                  2/1/99
-----------------------------------     -----------------------------------

-1-

LEASE

TABLE OF CONTENTS

                                                                        Page
1.   Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
2.   Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
3.   Term and Possession . . . . . . . . . . . . . . . . . . . . . . .    3
4.   Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
5.   Restrictions On Use . . . . . . . . . . . . . . . . . . . . . . .    3
6.   Compliance With Laws. . . . . . . . . . . . . . . . . . . . . . .    3
7.   Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
8.   Repairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
9.   Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
10.  Assignment And Subletting . . . . . . . . . . . . . . . . . . . .    4
11.  Insurance And Indemnification . . . . . . . . . . . . . . . . . .    4
12.  Waiver Of Subrogation . . . . . . . . . . . . . . . . . . . . . .    5
13.  Service And Utilities . . . . . . . . . . . . . . . . . . . . . .    5
14.  Estoppel Certificate. . . . . . . . . . . . . . . . . . . . . . .    5
15.  Security Deposit. . . . . . . . . . . . . . . . . . . . . . . . .    6
16.  Substitution. . . . . . . . . . . . . . . . . . . . . . . . . . .    6
17.  Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . .    6
18.  Subordination . . . . . . . . . . . . . . . . . . . . . . . . . .    6
19.  Rules And Regulations . . . . . . . . . . . . . . . . . . . . . .    6
20.  Re-Entry By Landlord. . . . . . . . . . . . . . . . . . . . . . .    6
21.  Default By Tenant . . . . . . . . . . . . . . . . . . . . . . . .    6
22.  Damage By Fire, Etc.. . . . . . . . . . . . . . . . . . . . . . .    7
23.  Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . . .    8
24.  Sale By Landlord And Tenant's Remedies. . . . . . . . . . . . . .    8
25.  Right Of Landlord To Perform. . . . . . . . . . . . . . . . . . .    8
26.  Surrender Of Premises . . . . . . . . . . . . . . . . . . . . . .    8
27.  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
28.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
29.  Rental Adjustments. . . . . . . . . . . . . . . . . . . . . . . .    9
30.  Taxes Payable By Tenant . . . . . . . . . . . . . . . . . . . . .   10
31.  Successors And Assigns. . . . . . . . . . . . . . . . . . . . . .   10
32.  Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . .   10
33.  Light And Air . . . . . . . . . . . . . . . . . . . . . . . . . .   10
34.  Public Transportation Information . . . . . . . . . . . . . . . .   10
35.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . .   10
36.  Lease Effective Date. . . . . . . . . . . . . . . . . . . . . . .   10

     Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

EXHIBIT "A". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Rules and Regulations
EXHIBIT "B". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Outline of Premises
EXHIBIT "D". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Form of Tenant Certificate

-2-

LEASE

                 THIS LEASE is made as of this 26th day of January,
                 1999, between Parker Associates, a California limited
                 Partnership (hereinafter called "Landlord") and Ask
                 Jeeves, Inc., a California Corporation (hereinafter
                 called "Tenant").

    PREMISES     1.        Landlord leases to Tenant and Tenant leases
                      from Landlord those premises (hereinafter called
                      "Premises") outlined in red on Exhibit B attached
                      hereto and made a part hereof, specified in the
                      Basic Lease Information attached hereto (the
                      "Building").

   OCCUPANCY     2.        Tenant shall use the Premises for the
                      Permitted Use and for no other use or purpose
                      without the prior written consent of Landlord.  No
                      increase in occupant density of the Leased
                      Premises shall be made which shall add to the
                      burden of such use of the Building as determined
                      by Landlord without the prior written consent of
                      Landlord.

    TERM AND     3.   (a)  The parties project that the term shall
  POSSESSION          commence on the Scheduled Term Commencement Date
                      and, except as otherwise provided herein or in any
                      exhibit or addendum hereto, shall continue in full
                      force until the Term Expiration Date.  If the
                      Premises are not delivered by Landlord by the
                      Scheduled Term Commencement Date for any reason,
                      Landlord shall not be liable to Tenant for any
                      loss or damage resulting from such delay.  The
                      Term Commencement Date shall be the first day of
                      the calendar month next following the earlier of
                      (i) the day when the Premises are substantially
                      complete, or (ii) the date on which Tenant takes
                      possession of, or commences the operation of its
                      business in some or all of the Premises.  Landlord
                      shall provide Tenant as such notice as
                      circumstances allow of the date when Landlord
                      expects to achieve substantial completion, based
                      upon the progress of work.  Should the Term
                      Commencement Date be a date other than the
                      Scheduled Term Commencement Date, either Landlord
                      or Tenant, at the request of the other shall
                      execute a declaration specifying the Term
                      Commencement Date and the rent commencement date
                      which shall be binding upon the parties as to the
                      matters therein stated.  Tenant's obligation to
                      pay Rent and its other obligations for payment
                      under this Lease shall commence the date on which
                      Tenant takes possession of, or commences the
                      operation of its business in some or all of the
                      Premises, after the schedule of improvement
                      outlined in Exhibit C are completed by Landlord.

                      (b)  Landlord shall perform the Tenant Improvement
                      Work in the Premises as provided in the separate
                      Office Lease Improvement Agreement attached hereto
                      as Exhibit C and made a part hereof, with
                      diligence, subject to events and delays due to
                      causes beyond its reasonable control.

                      (c)  The Premises shall be substantially complete
                      and possession shall be delivered when (i)
                      installation of Building Standard Work (which
                      shall not include installation of telephone and
                      other communication facilities or equipment,
                      finish work and decoration to be preformed by
                      Tenant) has occurred, (ii) Tenant has direct
                      access from the street to the elevator lobby on
                      the floor where the Premises are located, (iii)
                      Landlord is in a position to furnish Building
                      services to the Premises, and (iv) Landlord's
                      Architect shall certify substantial completion
                      with respect to the Premises, whether or not
                      substantial completion of the Building itself
                      shall have occurred.  Substantial completion shall
                      be deemed to have occurred notwithstanding a
                      requirement to complete "punchlist" or similar
                      corrective work.

        RENT     4.        Tenant shall pay to Landlord throughout the
                      Term Rent as specified in the Basic Lease
                      Information, payable in equal monthly installments
                      in advance on the first day of each calendar month
                      during every year of the Term in lawful money of
                      the United States, without deduction or offset
                      whatsoever, to Landlord at the address specified
                      in the Basic Lease Information or to such other
                      firm or to such other place as Landlord may from
                      time to time designate in writing by notice given
                      as herein provided.  Rent for the first month of
                      the Term shall be paid by Tenant upon execution of
                      this Lease.  If the obligation for payment of Rent
                      commences on other than the first day of a month
                      as provided in paragraph 3(a), then Rent provided
                      for such partial month shall be prorated and the
                      prorated installment shall be paid on the first
                      day of the calendar month next succeeding the Term
                      Commencement Date.  If the Term terminates on
                      other than the last day of a calendar month, then
                      the Rent provided for such partial month shall be
                      prorated and the prorated installment shall be
                      paid on the first day of the calendar month next
                      preceding the date of termination.

RESTRICTIONS     5.        Tenant shall not do or permit anything to be
      ON USE          done in or about the Premises which will in any
                      way obstruct or interfere with the rights of other
                      tenants or occupants of the Building or injure or
                      annoy them, nor use or allow the Premises to be
                      used for any improper, immoral, unlawful or
                      objectionable purpose, nor shall Tenant cause or
                      maintain or permit any nuisance in, on or about
                      the Premises.  Tenant shall not commit or suffer
                      the commission of any waste in, on or about the
                      Premises.

  COMPLIANCE     6.        Tenant shall not use the Premises or permit
   WITH LAWS          anything to be done in or about the Premises which
                      will in any way conflict with any law, statute,
                      ordinance or governmental rule or regulation now
                      in force or which may hereafter be enacted or
                      promulgated.  Tenant shall not do or permit
                      anything to be done on or about the Premises or
                      bring or keep anything therein which will in any
                      way increase the rate of any insurance upon the
                      Building or any of its contents or cause a
                      cancellation of said insurance or otherwise affect
                      said insurance in any manner, and Tenant shall at
                      its sole cost and expense promptly comply with all
                      laws, statutes, ordinances and governmental rules,
                      regulations or requirements now in force or which
                      may hereafter be in force and with the
                      requirements of any board of fire underwriters or
                      other similar body now or hereafter constituted
                      relating to or affecting the condition, use or
                      occupancy of the Premises, excluding structural
                      changes not related to or affected by alterations
                      or improvements made by or for Tenant or Tenant's
                      acts.  The judgement of any court of competent
                      jurisdiction or the admission of Tenant in any
                      actions against Tenant, whether Landlord be a
                      party thereto or not, that Tenant has so violated
                      any such law, statute, ordinance, rule, regulation
                      or requirement, shall be conclusive of such
                      violation as between Landlord and Tenant.

 ALTERATIONS     7.        Tenant shall not make or suffer to be made
                      any alterations, additions or improvements in, on
                      or to the Premises or any part thereof without the
                      prior written consent of Landlord; and any such
                      alterations, additions or improvements in, on or
                      to said Premises, except for Tenant's movable
                      furniture and equipment, shall immediately become
                      Landlord's property and, at the end of the Term,
                      shall remain on the Premises without compensation
                      to Tenant.  In the event Landlord consents to the
                      making of any such alteration, addition or
                      improvement by Tenant, the same shall be made by
                      Tenant, at Tenant's sole cost and expense, in
                      accordance with plans and specifications approved
                      by Landlord, and any contractor or person selected
                      by Tenant to make the same must first be approved
                      in writing by Landlord.

                           Notwithstanding the foregoing, at Landlord's
                      option, all or any portion of the alteration,
                      addition or improvement work shall be performed by
                      Landlord for Tenant's account and Tenant shall pay
                      Landlord's estimate of the cost thereof (including
                      a reasonable charge for Landlord's overhead and
                      profit) prior to commencement of the work.
                      Overhead and profit allowances shall total fifteen
                      percent (15%).  Upon the expiration or sooner
                      termination of the Term, Tenant shall upon demand
                      by Landlord, at Tenant's sole cost and expense,
                      with all due diligence remove all those
                      alterations, additions or improvements and
                      restoring the Premises to their original condition
                      such cost to include a reasonable charge for
                      Landlord's overhead and profit as provided above,
                      and such amount may be deducted from the Security
                      Deposit or any other sums or amounts held by
                      Landlord under this Lease.

     REPAIRS     8.        By taking possession of the Premises, Tenant
                      accepts the Premises as being in the condition in
                      which Landlord is obligated to deliver them and
                      otherwise in good order, condition and repair.  At
                      all times during the

-3-

                         Term, Tenant shall, at Tenant's sole cost and
                         expense, keep the Premises and every part thereof
                         in good order, condition and repair, excepting
                         damage thereto by fire, earthquake, act of God or
                         the elements.  Tenant waives all right it may have
                         under Section 1942 of the Civil Code of the State
                         of California and any similar law, statute or
                         ordinance now or hereafter in effect (to the full
                         extent that such waiver may lawfully be given)
                         authorizing or purporting to authorize Tenant to
                         make repairs to or for the account of Landlord.
                         Tenant shall upon the expiration or sooner
                         termination of the Term hereof, unless Landlord
                         demands otherwise pursuant to paragraph 7 hereof,
                         surrender to Landlord the Premises and all
                         repairs, changes, alterations, additions and
                         improvements thereto in the same condition as when
                         received or when first installed, damage by fire,
                         earthquake, act of God or the elements excepted.
                         Landlord has no obligation to alter, remodel,
                         improve, repair, decorate or paint the Premises or
                         any part thereof, except as specified in the
                         Office Lease Improvement Agreement and no
                         representations respecting the condition of the
                         Premises or the Building have been made by
                         Landlord to Tenant, except as specifically set
                         forth herein or in the Office Lease Improvement
                         Agreement.

          LIENS     9.        Tenant shall keep the Premises free from
                         lines arising out of or related to work performed,
                         materials or supplies furnished or obligations
                         incurred by Tenant or in connection with work
                         made, suffered or done by Tenant in Premises or
                         Building.  In the event that Tenant shall not,
                         within ten (10) days following the imposition of
                         any such lien, cause the same to be released of
                         record by payment or posting of a proper bond,
                         Landlord shall have, in addition to all other
                         remedies provided herein and by law, the right,
                         but no obligation, to cause the same to be
                         released by such means as it shall deem proper,
                         including payment of the claim giving rise to such
                         lien.  Landlord shall have the right at all times
                         to post and keep posted on the Premises any
                         notices permitted or required by law, or which
                         Landlord shall deem proper, for the protection of
                         Landlord, the Premises, the Building and any other
                         party having an interest therein, from mechanics'
                         and materialmen's liens, and Tenant shall give
                         Landlord not less than ten (10) business days
                         prior written notice of the commencement of any
                         work in the Building or Premises which could
                         lawfully give rise to a claim, for mechanics' or
                         materialmen's lien.

     ASSIGNMENT     10.       Tenant shall not sell, assign, encumber or
            AND          otherwise transfer this Lease or any interest
     SUBLETTING          therein (by operation of law or otherwise), sublet
                         the Premises or any part thereof or suffer any
                         other person to occupy or use the Premises or any
                         portion thereof, nor shall Tenant permit any lien
                         to be placed on Tenants' interest under this Lease
                         by operation of law except in accordance with the
                         provision of this paragraph 10.  For purposes
                         hereof, sales, transfers or assignments of (i) a
                         controlling interest in the stock of Tenant, if
                         Tenant is a corporation, or of (ii) the general
                         partnership interests sufficient to control
                         management decisions if Tenant is a partnership or
                         of (iii) the majority or controlling underlying
                         beneficial interest, if Tenant is any other form
                         of business entity, shall constitute an assignment
                         subject to the terms of this paragraph 10.

                         (a)  In the event that Tenant should desire to
                         sublet the Premises or any part thereof, Tenant
                         shall provide Landlord with written notice of such
                         desire at least ninety (90) days in advance of the
                         date on which Tenant desires to make such
                         sublease.  Landlord shall then have a period of
                         thirty (30) days following receipt of such notice
                         within which to notify Tenant in writing that
                         Landlord elects either (i) to terminate this Lease
                         as to the space so affected as of the date so
                         specified by Tenant, in which event Tenant shall
                         be relieved of all further obligations hereunder
                         as to such space from and after that date, or (ii)
                         to permit Tenant to sublet such space, subject,
                         however, to the prior written approval of the
                         proposed sublessee by Landlord which said consent
                         shall not be unreasonably withheld.  If Landlord
                         should fail to notify Tenant in writing of its
                         election within said thirty (30) day period,
                         Landlord shall be deemed to have waived option (i)
                         above, but written approval of the proposed
                         sublessee shall still be required.  Refusal by
                         Landlord to approve a proposed sublessee shall not
                         constitute a termination of this Lease.  In
                         exercising its right of consent to a sublessee it
                         shall be reasonable for Landlord to withhold
                         consent to any sublessee who (aa) does not agree
                         to assume the obligations of the Lease with
                         respect to the space to be so sublet, (bb) does
                         not agree to utilize the space so sublet for the
                         Permitted Use, (cc) is of unsound financial
                         condition as determined by Landlord, or (dd) will,
                         in Landlord's opinion increase the occupant
                         density in the Leased Premises.  If Tenant
                         proposes to sublease less than all of the
                         Premises, election by Landlord of termination of
                         this Lease with respect to space to be so sublet
                         shall leave this Lease in full force and effect
                         with respect to the remainder of the space, the
                         Rent and Tenant's Proportionate Share of Operating
                         Expenses and taxes shall be adjusted on a pro rata
                         basis to reflect the reduction in Net Rentable
                         Area of the Premises as retained by Tenant.  This
                         Lease as so amended shall continue thereafter in
                         full force and effect and references herein to the
                         Premises shall mean that portion thereof as to
                         which the Lease has not been terminated.

                         (b)  Tenant shall not enter into any other
                         transaction subject to this paragraph 10 without
                         Landlord's prior written consent which said
                         consent shall not be unreasonably withheld.  It
                         shall be reasonable for Landlord to withhold
                         consent to any proposed transaction described in
                         this paragraph 10 on any of the grounds specified
                         in paragraph 10 (a) with respect to sublessees or
                         any other reasonable grounds.

                         (d)  Any subletting hereunder by Tenant shall not
                         result in Tenant being released or discharged from
                         any liability under this lease.  Any purported
                         assignment, subletting or other transaction to
                         which paragraph 10 applies, which occurs contrary
                         to the provisions hereof, shall be void.
                         Landlord's consent to any assignment, subletting
                         or other transaction to which this paragraph 10
                         applies shall not release Tenant from any of
                         Tenant's obligations hereunder or constitute a
                         consent with respect to any subsequent transaction
                         to which this paragraph applies.

  INSURANCE AND     11.  (a)  Landlord shall not be liable to Tenant and
INDEMNIFICATION          Tenant hereby waives all claims against Landlord
                         for any injury or damage to any person or property
                         in or about the Premises by or from any cause
                         whatsoever, (other than Landlord's gross
                         negligence or willful misconduct) and, without
                         limiting the generality of the foregoing, whether
                         caused by water leakage of any character from the
                         roof, walls, basement or other portion of the
                         Premises or the Building, or caused by gas, fire,
                         oil or electricity in, on or about the Premises or
                         the Building.

                         (b)  Tenant shall hold Landlord harmless from and
                         defend Landlord against any and all claims or
                         liability for any injury or damage to any person
                         or property whatsoever: (i) occurring in, on or
                         about the Premises or any part thereof, or (ii)
                         occurring in, on or about any facilities
                         (including, without prejudice to the generality of
                         the term "facilities", elevators, stairways,
                         lobbies, health clubs, passageways or hallways),
                         the use of which Tenant may have in conjunction
                         with other tenants of the Building, when such
                         injury or damage shall be caused in part or in
                         whole by the act, neglect, fault of or omission of
                         any duty with respect to the same by Tenant, its
                         agents, servants, employees or invitees.  Tenant
                         shall further indemnify and save harmless Landlord
                         against and from any and all claims by or on
                         behalf of any person, firm or corporation arising
                         from the conduct or management of any work or
                         thing whatsoever done by Tenant in or about or
                         from transactions of Tenant concerning the
                         Premises, and will further indemnify and save
                         Landlord harmless against and from any and all
                         claims arising from any breach or default on the
                         part of Tenant in the performance of any covenant
                         or agreement on the part of Tenant to be performed
                         pursuant to the terms of this Lease or arising
                         from any act of negligence of Tenant, or any of
                         its agents, contractors, servants, employees or
                         licensees, and from and against all costs, counsel
                         fees, expenses and liabilities incurred in
                         connection with any such claim or action or
                         proceeding brought thereon.  In case any action or
                         proceeding is brought against Landlord by reason
                         of any claims or liability within the limits of
                         the foregoing indemnity, Tenant shall defend such
                         action or proceeding at Tenant's sole expense by
                         counsel reasonably satisfactory to Landlord.

                         (c)  Landlord shall hold Tenant harmless from and
                         defend Tenant against any and all claims or
                         liability for any injury or damage to any person
                         or property occurring in or about any facilities
                         (including, without prejudice to the generality of
                         the term "facilities", elevators, stairways,
                         passageways or hallways), the use of which Tenant
                         may have in conjunction with other tenants of the
                         building, when such injury or damage shall be
                         caused in whole or in part by the act, neglect,
                         fault of or omission of any duty with respect to
                         the same by Landlord, its

-4-

agents, servants, employees or invitees. Landlord shall further indemnify and save harmless Tenant against and from any and all claims by or on behalf of any person, firm or corporation arising from the conduct or management of any work or thing whatsoever done by Landlord in or about, or from transactions of Landlord concerning, the Premises where such work is not being done for the account of Tenant; and Landlord will further indemnify and save Tenant harmless against and from any and all claims arising from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease or arising from any act or negligence of Landlord, or any of its agents, contractors, servants, employees or licensees, and from and against all costs, counsel fees, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon. In case any action or proceeding is brought against Tenant by reason of any claims or liability within the limits of the foregoing indemnity, Landlord shall defend such action or proceeding at Landlord's sole expense by counsel reasonably satisfactory to Tenant.

(d) The provisions of paragraph 11(b) and 11(c) shall survive the expiration or termination of this Lease with respect to any claims or liability occurring prior to such expiration or termination.

SEE property damage.

     ADDENDUM

    WAIVER OF    12.       To the extent permitted by law and without
  SUBROGATION         affecting the coverage provided by insurance
                      required to be maintained hereunder, Landlord
                      and Tenant each waive any right to recover
                      against the other (i) damages for injury to or
                      death of persons, (ii) damages to property,
                      (iii) damage to the Premises or any part
                      thereof, (iv) damage to the Building or any part
                      thereof, or (v) claims arising by reason of the
                      foregoing, but only to the extent that any of
                      the foregoing damages and/or claims referred to
                      above are covered (and only to the extent of
                      such coverage) by insurance actually carried by
                      either Landlord or Tenant. This provision is
                      intended to waive fully, and for the benefit of
                      each party, any rights and/or claims which might
                      give rise to a right of subrogation on any
                      insurance carrier. The coverage obtained by each
                      party pursuant to this Lease shall include, but
                      without limitation, a waiver of subrogation by
                      the carrier which conforms to the provisions of
                      this paragraph.

 SERVICES AND    13.  (a)  Landlord shall maintain the public and
    UTILITIES         common areas of the Building, including lobbies,
                      stairs, elevators, corridors and restrooms, the
                      windows in the Building, the mechanical,
                      plumbing and electrical equipment serving the
                      Building, and the structure itself, in
                      reasonably good order and condition except for
                      damage occasioned by the act of Tenant, which
                      damage shall be repaired by Landlord at Tenant's
                      expense.

                      (b)  Provided Tenant shall not be in default
                      hereunder, and subject to the provisions
                      elsewhere herein contained and to the rules and
                      regulations of the Building, Landlord shall
                      furnish to the Premises, water and electricity
                      suitable for the Permitted Uses of the Premises,
                      heat and air conditioning required in Landlord's
                      judgment for the comfortable use and occupation
                      of the Premises for the Permitted Uses, and
                      elevator service which shall mean service either
                      by nonattended automatic elevators or elevators
                      with attendants, or both, at the option of
                      Landlord. Tenant also agrees at all times to
                      cooperate fully with Landlord and to abide by
                      all the regulations and requirements which
                      Landlord may prescribe for the proper
                      functioning and protection of heating,
                      ventilating and air conditioning systems.
                      Wherever heat-generating machines, excess
                      lighting or equipment are used in the Premises
                      which affect the temperature otherwise
                      maintained by the air conditioning system,
                      Landlord reserves the right to install
                      supplementary air conditioning units in the
                      Premises, and the cost thereof, including the
                      cost of installation and the cost of operation
                      and maintenance thereof, shall be paid by Tenant
                      to Landlord upon demand by Landlord.

                      (c)  Tenant shall not without the written
                      consent of Landlord connect with electric
                      current, except through existing electrical
                      outlets in the Premises or water pipes, any
                      apparatus or device for the purposes of using
                      electrical current or water. If Tenant shall
                      require water or electric current or any other
                      resource in excess of that usually furnished or
                      supplied for the Permitted Uses of the Premises,
                      Tenant shall first procure the consent of
                      Landlord which Landlord may refuse, to the use
                      thereof, and Landlord may cause a special meter
                      to be installed in the Premises so as to measure
                      the amount of water, electric current or other
                      resource consumed for any such other use. Tenant
                      shall pay directly to Landlord as an addition to
                      and separate from payment of Basic Operating
                      Cost the cost of all such energy, utility
                      service and meters (and of installation,
                      maintenance and repair thereof). Landlord may add
                      to the metered charge a recovery of additional
                      expense incurred in keeping account of the
                      water, electric current or other resource so
                      consumed. Landlord shall not be liable for any
                      damages directly or indirectly resulting from,
                      nor shall the Rent herein reserved be abated by
                      reason of (i) the installation, use or
                      interruption of use of any equipment in
                      connection with the furnishing of any of the
                      foregoing utilities and services, (ii) failure
                      to furnish or delay in furnishing any such
                      utilities or services when such failure or delay
                      is caused by acts of God or the elements, labor
                      disturbances of any character, any other
                      accidents or other conditions beyond the
                      reasonable control of Landlord, or by the making
                      of repairs or improvements to the Premises or to
                      the Building, or (iii) the limitation,
                      curtailment, rationing or restriction on use of
                      water, electricity, gas or any other form of
                      energy or any other service or utility
                      whatsoever serving the Premises or the Building.
                      Landlord shall be entitled to cooperate
                      voluntarily and in a reasonable manner with the
                      efforts of national, state or local governmental
                      agencies or utility suppliers in reducing energy
                      or other resource consumption. The obligation to
                      make services available hereunder shall be
                      subject to the limitations of any such
                      voluntary, reasonable program.

                      (d)  Any sums payable under this paragraph 13
                      shall constitute Additional Rent hereunder.

     ESTOPPEL    14.       Within ten (10) days following any written
  CERTIFICATE         request which Landlord may make from time to
                      time, Tenant shall execute and deliver to
                      Landlord a certificate substantially in the
                      form attached hereto as Exhibit D and made a
                      part hereof, indicating thereon any exceptions
                      thereto which may exist at that time. Failure by
                      Tenant to execute and deliver such certificate
                      shall constitute an acceptance of the Premises
                      and acknowledgment by Tenant that the statements
                      included in Exhibit D are true and correct
                      without exception. Landlord and Tenant intend
                      that any statement delivered pursuant to this
                      paragraph may be relied upon by any mortgagee,
                      beneficiary, purchaser or prospective purchaser
                      of the Building or any interest therein.
                      Landlord shall have the right to substitute for
                      the attached Exhibit D a certificate in form
                      required by Landlord's mortgagee or provider of
                      financing.

                                -5-

     SECURITY    15.       Concurrently with execution hereof, Tenant
      DEPOSIT         has paid to Landlord the Security Deposit in the
                      amount stated on the Basic Lease Information
                      sheet as security for the full and faithful
                      performance of Tenant's obligations under this
                      Lease. Upon expiration of the Term or earlier
                      termination hereof, the Security Deposit shall
                      be returned to Tenant, reduced by such amounts
                      as may be required by Landlord to remedy
                      defaults on the part of Tenant in the payment of
                      Rent, to repair damages (excluding normal wear
                      and tear) to the Premises caused by Tenant and
                      to clean the Premises. Landlord shall hold the
                      Security Deposit for the foregoing purposes in
                      accordance with the provisions of all applicable
                      law.

 SUBSTITUTION    16.


 HOLDING OVER    17.       If Tenant shall retain possession of the
                      Premises or any part thereof without Landlord's
                      consent following the expiration of the Term or
                      sooner termination of this Lease for any reason,
                      then Tenant shall pay to Landlord for each day
                      of such retention triple the amount of the daily
                      rental for the last period prior to the date of
                      such expiration or termination. Tenant shall
                      also indemnify and hold Landlord harmless from
                      any loss or liability resulting from delay by
                      Tenant in surrendering the Premises, including,
                      without limitation, any claims made by any
                      succeeding tenant founded on such delay.
                      Alternatively, if Landlord gives notice to
                      Tenant of Landlord's election thereof, such
                      holding over shall constitute renewal of this
                      Lease for a period from month to month or for
                      one year, whichever shall be specified in such
                      notice. Acceptance of Rent by Landlord following
                      expiration or termination shall not constitute a
                      renewal of this Lease, and nothing contained in
                      this paragraph shall waive Landlord's right of
                      reentry or any other right. Unless Landlord
                      exercises the option hereby given to it, Tenant
                      shall be only a Tenant at sufferance, whether or
                      not Landlord accepts any Rent from Tenant while
                      Tenant is holding over without Landlord's written
                      consent.

SUBORDINATION    18.       Without the necessity of any additional
                      document being executed by Tenant for the
                      purpose of effecting a subordination, this
                      Lease shall be subject and subordinate at all
                      times to: (a) all ground leases or underlying
                      leases which may now exist or hereafter be
                      executed affecting the Building or the land upon
                      which the Building is situated or both, and (b)
                      the lien of any mortgage or deed of trust which
                      may now exist or hereafter be executed in any
                      amount for which said Building, land, ground
                      leases or underlying leases, or Landlord's
                      interest or estate in any of said items, is
                      specified as security. Notwithstanding the
                      foregoing, Landlord shall have the right to
                      subordinate or cause to be subordinated any such
                      ground leases or underlying leases or any such
                      liens to this Lease. In the event that any
                      ground lease or underlying lease terminates for
                      any reason or any mortgage or deed of trust is
                      foreclosed or a conveyance in lieu of
                      foreclosure is made for any reason, Tenant
                      shall, notwithstanding any subordination, attorn
                      to and become the Tenant of the successor in
                      interest to Landlord at the option of such
                      successor in interest. Tenant shall execute and
                      deliver, upon demand by Landlord and in the
                      form requested by Landlord, any additional
                      documents evidencing the priority or
                      subordination of this Lease with respect to any
                      such ground leases or underlying leases or the
                      lien of any such mortgage or deed of trust.
                      Tenant hereby irrevocably appoints Landlord as
                      attorney-in-fact of Tenant to execute, deliver
                      and record any such documents in the name and on
                      behalf of Tenant. At the request of Landlord,
                      Tenant shall provide to Landlord its current
                      financial statement or other information
                      disclosing financial worth which Landlord shall
                      use solely for purposes of this Lease and in
                      connection with the ownership, management and
                      disposition of the property subject hereto.

    RULES AND    19.       Tenant shall faithfully observe and comply
  REGULATIONS         with the rules and regulations printed on or
                      annexed to this Lease and all reasonable
                      modifications thereof and additions thereto from
                      time to time put into effect by Landlord. Landlord
                      shall not be responsible to Tenant for the
                      non-compliance by any other tenant or occupant
                      of the Building with any of the rules and
                      regulations.

     RE-ENTRY    20.       Landlord reserves and shall at all times
  BY LANDLORD         have the right to reenter the Premises to
                      inspect the same, to supply janitor service and
                      any other service to be provided by Landlord to
                      Tenant hereunder, to show the Premises to
                      prospective purchasers, mortgagees or tenants, to
                      post notices of nonresponsiblity and to alter,
                      improve or repair the Premises and any portion
                      of the Building, without abatement of Rent, and
                      may for that purpose erect, use and maintain
                      scaffolding, pipes, conduits and other necessary
                      structures in and through the Premises where
                      reasonably required by the character of the work
                      to be performed; provided that entrance to the
                      Premises shall not be blocked thereby, and
                      further provided that the business of Tenant
                      shall not be interfered with unreasonably.
                      Tenant waives any claim for damages for any
                      injury or inconveniences to or interference with
                      Tenant's business, any loss of occupancy or
                      quiet enjoyment of the Premises, and any other
                      loss occasioned thereby. Landlord shall at all
                      times have and retain a key with which to unlock
                      all of the doors in, upon and about the
                      Premises, excluding Tenant's vaults and safes or
                      special security areas (designated in advance),
                      and Landlord shall have the right to use any and
                      all means which Landlord may deem necessary or
                      proper to open said doors in an emergency, in
                      order to obtain entry to any portion of the
                      Premises, and any entry to the Premises or
                      portions thereof obtained by Landlord by any of
                      said means, or otherwise, shall not be construed
                      to be a forcible or unlawful entry into, or a
                      detainer of, the Premises, or an eviction,
                      actual or constructive, of Tenant from the
                      Premises or any portions thereof. Landlord shall
                      also have the right at any time, without the
                      same constituting an actual or constructive
                      eviction and without incurring any liability to
                      Tenant therefor, to change the arrangement
                      and/or location of entrances or passageways,
                      doors and doorways, and corridors, elevators,
                      stairs, toilets or other public parts of the
                      Building and to change the name, number or
                      designation by which the Building is commonly
                      known.

      DEFAULT    21.  (a)  EVENTS OF DEFAULT:  The occurrence of any of
    BY TENANT         the following shall constitute an event of
                      default on the part of Tenant:

                      (1)  ABANDONMENT. Vacation or abandonment of the
                           Premises for a continuous period in excess
                           of five (5) business days. Tenant waives
                           any right to notice Tenant may have under
                           Section 1951.3 of the Civil Code of the
                           State of California, the terms of this
                           subsection (a) being deemed such notice to
                           Tenant as required by said Section 1951.3;

                      (2)  NONPAYMENT OF RENT. Failure to pay any
                           installment of Rent due and payable
                           hereunder (or failure to pay any other
                           amount required to be paid hereunder, all
                           such obligations to be construed as the
                           equivalent of obligations for payment of
                           Rent) upon the date when said payment is
                           due, such failure continuing without cure
                           by payment of the delinquent Rent and late
                           charge for a period of five (5) business
                           days after written notice and demand;
                           provided, however, that except as expressly
                           otherwise provided herein, Landlord shall
                           not be required to provide such notice more
                           than twice during the Term, the third such
                           non-payment constituting default for all
                           purposes hereof without requirement of
                           notice. For purposes of subparagraph 21(e),
                           such failure shall constitute a default
                           without requirement of notice. The due
                           dates for payment of installments of rent
                           provided for herein shall be absolute and
                           the existence of a cure period or notice
                           period shall not be deemed to extend said
                           date for purposes of determining Tenant's
                           compliance with its obligations hereunder.

                      (3)  OTHER OBLIGATIONS. Failure to perform any
                           obligations, agreement or covenant under
                           this Lease other than those matters
                           specified in subparagraphs (1) and (2) of
                           this subparagraph (a), such failure
                           continuing for fifteen (15) business days
                           after written notice of such failure (or
                           such longer period as Landlord determines to
                           be necessary to remedy such default,
                           provided that Tenant shall continuously and
                           diligently pursue such remedy at all times
                           until such default is cured);
                      (4)  GENERAL ASSIGNMENT. A general assignment
                           by Tenant for the Benefit of creditors.

                                -6-

                      (5)  BANKRUPTCY.  The filing of any voluntary
                           petition in bankruptcy by Tenant, or the
                           filing of an involuntary petition by
                           Tenant's creditors, which involuntary
                           petition remains undischarged for a period
                           of thirty (30) days. In the event that under
                           applicable law the trustee in bankruptcy or
                           Tenant has the right to affirm this Lease
                           and continue to perform the obligations of
                           Tenant hereunder, such trustee or Tenant
                           shall, in such time period as may be
                           permitted by the bankruptcy court having
                           jurisdiction, cure all defaults of Tenant
                           hereunder outstanding as of the date of the
                           affirmance of this Lease and provide to
                           Landlord such adequate assurances as may be
                           necessary to ensure Landlord of the
                           continued performance of Tenant's
                           obligations under this Lease;

                      (6)  RECEIVERSHIP.  The employment of a receiver
                           to take possession of substantially all of
                           Tenant's assets or the Premises, if such
                           receivership remains undissolved for a
                           period of ten (10) business days after
                           creation thereof;

                      (7)  ATTACHMENT.  The attachment, execution or
                           other judicial seizure of all or
                           substantially all of Tenant's assets or the
                           Premises, if such attachment or other
                           seizure remains undismissed or undischarged
                           for a period of ten (10) business days
                           after the levy thereof;

                      (8)  INSOLVENCY.  The admission by Tenant in
                           writing of its inability to pay its debts
                           as they become due, the filing by Tenant of
                           a petition seeking any reorganization,
                           arrangement, composition, readjustment,
                           liquidation, dissolution or similar relief
                           under any present or future statute, law or
                           regulation, the filing by Tenant of an
                           answer admitting or failing timely to
                           contest a material allegation of a petition
                           filed against Tenant in any such proceeding
                           or, if within thirty (30) days after the
                           commencement of any proceeding against
                           Tenant seeking any reorganization or
                           arrangement, composition, readjustment,
                           liquidation, dissolution or similar relief
                           under any present or future statute, law or
                           regulation, such proceeding shall not have
                           been dismissed.

                      (b)  REMEDIES UPON DEFAULT.

                      (1)  RENT.  All failures to pay any monetary
                           obligation to be paid by Tenant under this
                           Lease shall be construed as obligations for
                           payment of Rent.

                      (2)  TERMINATION.  In the event of the
                           occurrence of any event of default, Landlord
                           shall have the right, with or without
                           notice or demand, immediately to terminate
                           this Lease, and at any time thereafter
                           recover possession of the Premises or any
                           part thereof and expel and remove therefrom
                           Tenant and any other person occupying the
                           same, by any lawful means, and again
                           repossess and enjoy the Premises without
                           prejudice to any of the remedies that
                           Landlord may have under this Lease, or at
                           law or equity by reason of Tenant's default
                           or of such termination.

                      (3)  CONTINUATION AFTER DEFAULT.  Even though
                           Tenant has breached this Lease and/or
                           abandoned the Premises, this Lease shall
                           continue in effect for so long as Landlord
                           does not terminate Tenant's right to
                           possession under paragraph 21(b)(2) hereof,
                           and Landlord may enforce all its right and
                           remedies under this Lease, including (but
                           without limitation) the right to recover
                           Rent as it becomes due; and Landlord,
                           without terminating this Lease, may
                           exercise all of the rights and remedies of
                           a landlord under Section 1951.4 of the
                           Civil Code of the State of California or
                           any successor code section. Acts of
                           maintenance, preservation or efforts to
                           lease the Premises or the appointment of
                           receiver upon application of Landlord to
                           protect Landlord's interests under this
                           Lease shall not constitute an election to
                           terminate Tenant's right to possession.

                      (c)  DAMAGES UPON TERMINATION. Should Landlord
                      terminate this Lease pursuant to the provisions
                      of paragraph 21(b)(2) hereof, Landlord shall
                      have all the rights and remedies of a landlord
                      provided by Section 1951.2 of the Civil Code of
                      the State of California, or successor code
                      section. Upon such termination, in addition to
                      any other rights and remedies to which Landlord
                      may be entitled under applicable law, Landlord
                      shall be entitled to recover from Tenant: (i)
                      the worth at the time of award of the unpaid Rent
                      and other amounts which had been earned at the
                      time of termination; (ii) the worth at the time
                      of award of the amount by which the unpaid Rent
                      which would have been earned after termination
                      until the time of award exceeds the amount of
                      such Rent loss that the Tenant proves could have
                      been reasonably avoided; (iii) the worth at the
                      time of award of the amount by which the unpaid
                      Rent for the balance of the Term after the time
                      of award exceeds the amount of such Rent loss
                      that the Tenant proves could be reasonably
                      avoided; and (iv) any other amount necessary to
                      compensate Landlord for all the detriment
                      proximately caused by Tenant's failure to
                      perform its obligations under this Lease or
                      which, in the ordinary course of things, would
                      be likely to result therefrom. The "worth at the
                      time of award" of the amounts referred to in (i)
                      and (ii) shall be computed with interest at the
                      lesser of eighteen percent (18%) per annum or
                      the maximum rate allowed by law. The "worth at
                      the time of award" of the amount referred to in
                      (iii) shall be computed by reference to
                      competent appraisal evidence or the formula
                      prescribed by and using the lowest discount rate
                      permitted under applicable law.

                      (d)  COMPUTATION OF RENT FOR PURPOSES OF DEFAULT.

                           For purposes of computing unpaid Rent which
                      would have accrued and become payable under this
                      Lease pursuant to the provisions of paragraph
                      21(c) unpaid Rent shall consist of the sum of:

                      (1)  the total Basic Rent for the balance of the
                           Term then remaining (with the amount of
                           Basic Rent to be determined by reference to
                           fair rental value being the subject of
                           proof by competent evidence), plus

                      (2)  a computation of the excess of Gross Rent
                           (the term "Gross Rent" meaning the sum of
                           (i) rental adjustments payable pursuant to
                           paragraph 29 and (ii) Basic Rent) over
                           Basic Rent for the balance of the Term then
                           remaining ("Excess Gross Rental"), the
                           assumed excess Gross Rental for the
                           calendar year of the default and each
                           future calendar year in the Term to be
                           equal to the Excess Gross Rental for the
                           calendar year prior to the year in which
                           default occurs compounded at a per annum
                           rate equal to the mean average rate of
                           inflation for the preceding five (5) calendar
                           years as determined by the United States
                           Department of Labor, Bureau of Labor
                           Statistics Consumer Price Index (All Urban
                           Consumers) for the Metropolitan Area or
                           Region of which San Francisco, California
                           is a part.

                      (e)  LATE CHARGE. In addition to its other
                      remedies, Landlord shall have the right without
                      notice or demand to add to the amount of any
                      payment required to be made by Tenant hereunder,
                      and which is not paid on or before the date the
                      same is due, an amount equal to five percent
                      (5%) of the delinquency for each month or portion
                      thereof that the delinquency remains outstanding
                      to compensate Landlord for the loss of the use
                      of the amount not paid and the administrative
                      costs caused by the delinquency, the parties
                      agreeing that Landlord's damage by virtue of
                      such delinquencies would be difficult to compute
                      and the amount stated herein represents a
                      reasonable estimate thereof. Tenant shall have a
                      five day grace period between the 1st and 5th
                      day of each month to pay rent due without any
                      late charge.

                      (f)  REMEDIES CUMULATIVE.  All right, privileges
                      and elections of remedies of the parties are
                      cumulative and not alternative to the extent
                      permitted by law and except as otherwise
                      provided herein.

    DAMAGE BY    22.       If the Premises or the Building are damaged
   FIRE, ETC.         by fire or other casualty, Landlord shall forthwith
                      repair the same, provided such repairs can be
                      made within one hundred eighty (180) days from
                      the date of such damage under the laws and
                      regulations of the federal, state and local
                      governmental authorities having jurisdiction
                      thereof. In such event, this Lease shall remain
                      in full force and effect except that Tenant
                      shall be entitled to a proportionate reduction
                      of Rent while such repairs to be made hereunder
                      by Landlord are being made. Said proportionate
                      reduction shall be based upon the extent to
                      which the making of such repairs to be made
                      hereunder by Landlord shall interfere with the
                      business carried on by Tenant in the Premises.
                      Within twenty (20) days from the date of such
                      damage, Landlord shall notify Tenant whether or
                      not such repairs can be made within one hundred
                      eighty (180) days from the date of such damage
                      and Landlord's determination thereof shall be
                      binding on Tenant. If such repairs cannot be
                      made within one hundred eighty (180) days from
                      the date of such damage, Landlord shall have
                      the option within thirty (30) days of the date
                      of such damage either to: (a) notify Tenant of
                      Landlord's intention to repair such damage and
                      diligently prosecute such repairs, in which
                      event this Lease shall continue in full force
                      and effect and the Rent shall be reduced as
                      provided herein; or (b) notify Tenant of
                      Landlord's election to terminate this Lease as
                      of a date specified in such notice, which date
                      shall be not less than thirty (30) nor more than
                      sixty (60) days after notice is given. In the
                      event such notice to terminate is given by
                      Landlord, this Lease shall terminate on the date
                      specified in
                                -7-

                      such notice. In case of termination by either
                      event, the Rent shall be reduced by a
                      proportionate amount based upon the extent to
                      which said damage interfered with the business
                      carried on by Tenant in the Premises, and Tenant
                      shall pay such reduced Rent up to the date of
                      termination. Landlord agrees to refund to Tenant
                      any Rent previously paid for any period of time
                      subsequent to such date of termination. The
                      repairs to be made hereunder by Landlord
                      shall not include, and Landlord shall not be
                      required to repair, any damage by fire or other
                      cause to the property of Tenant or any repairs
                      or replacements of any paneling, decorations,
                      railings, floor coverings or any alterations,
                      additions, fixtures or improvements installed on
                      the premises by or at the expense of Tenant. The
                      provisions of Section 1942, subdivision 2, and
                      Section 1933, subdivision 4, of the Civil Code
                      of California are superseded by the foregoing.

      EMINENT    23.       If any part of the Premises shall be taken
       DOMAIN         or appropriated under the power of eminent
                      domain or conveyed in lieu thereof, either party
                      shall have the right to terminate this Lease at
                      its option. If any part of the Building shall be
                      taken or appropriated under power of eminent
                      domain or conveyed in lieu thereof, Landlord may
                      terminate this Lease at its option. In either of
                      such events, Landlord shall receive (and Tenant
                      shall assign to Landlord upon demand from
                      Landlord) any income, rent, award or any
                      interest therein which may be paid in connection
                      with the exercise of such power of eminent
                      domain, and Tenant shall have no claim against
                      Landlord for any part of the sums paid by virtue
                      of such proceedings, whether or not attributable
                      to the value of the unexpired Term. If a part of
                      the Premises shall be so taken or appropriated
                      or conveyed and neither party hereto shall elect
                      to terminate this Lease and the Premises have
                      been damaged as a consequence of such partial
                      taking or appropriation or conveyance, Landlord
                      shall restore the Premises continuing under this
                      Lease at Landlord's cost and expense; provided,
                      however, that Landlord shall not be required to
                      repair or restore any injury or damage to the
                      property of Tenant or to make any repairs or
                      restoration of any alterations, additions,
                      fixtures or improvements installed on the
                      Premises by or at the expense of Tenant.
                      Thereafter, the Rent for the remainder of the
                      Term shall be proportionately reduced, such
                      reduction to be based upon the extent to which
                      the partial taking or appropriation or conveyance
                      shall interfere with the business carried on by
                      Tenant in the Premises. Notwithstanding anything
                      to the contrary contained in this paragraph, if
                      the temporary use or occupancy of any part of
                      the Premises shall be taken or appropriated
                      under power of eminent domain during the Term,
                      this Lease shall be and remain unaffected by
                      such taking or appropriation and Tenant shall
                      continue to pay in full all Rent payable
                      hereunder by Tenant during the Term; in the
                      event of any such temporary appropriation or
                      taking, Tenant shall be entitled to receive that
                      portion of any award which represents
                      compensation for the use of or occupancy of the
                      Premises during the Term, and Landlord shall be
                      entitled to receive that portion of any award
                      which represents the cost of restoration of the
                      Premises and the use and occupancy of the
                      Premises after the end of the Term.

      SALE BY    24.       In the event of a sale or conveyance by
     LANDLORD         Landlord of the Building, the same shall operate
 AND TENANT'S         to release Landlord from any future liability
     REMEDIES         upon any of the covenants or conditions,
                      express or implied, herein contained in favor of
                      Tenant, and in such event Tenant agrees to look
                      solely to the responsibility of the successor in
                      interest of Landlord in and to this Lease. This
                      Lease shall not be affected by any such sale and
                      Tenant agrees to attorn to the purchaser or
                      assignee. Tenant shall look solely to Landlord's
                      interest in the Building for recovery of any
                      judgment from Landlord. Landlord, or if Landlord
                      is a partnership, its partners whether general
                      or limited, or if Landlord is a corporation, its
                      directors, officers or shareholders, shall never
                      be personally liable for any such judgment.

        RIGHT    25.       All covenants and agreements to be performed
  OF LANDLORD         by Tenant under any of the terms of this Lease
   TO PERFORM         shall be performed by Tenant at Tenant's sole
                      cost and expense and without any abatement of
                      Rent. If Tenant shall fail to pay any sum of
                      money, other than Rent, required to be paid by
                      it hereunder or shall fail to perform any other
                      act on its part to be performed hereunder, and
                      such failure shall continue for ten (10) days
                      after notice thereof by Landlord, Landlord may,
                      but shall not be obligated to do so, and without
                      waiving or releasing Tenant from any obligations
                      of the Tenant, make any such payment or perform
                      any such act on the Tenant's part to be made or
                      performed. All sums so paid by Landlord and all
                      necessary incidental costs together with
                      interest thereon at the rate of eighteen percent
                      (18%) per annum or the maximum rate permitted by
                      law, whichever is less per annum from the date
                      of such payment by the Landlord shall be payable
                      as Additional Rent to Landlord on demand, and
                      Tenant covenants to pay such sums, and Landlord
                      shall have, in addition to any other right or
                      remedy of Landlord, the same right and remedies
                      in the event of the nonpayment thereof by Tenant
                      as in the case of default by Tenant in the
                      payment of the Rent.

    SURRENDER    26.  (a)  Tenant shall, at least ninety (90) days
  OF PREMISES         before the last day of the Term, give to
                      Landlord a written notice of intention to
                      surrender the Premises on that date, but nothing
                      contained herein shall be construed as an
                      extension of the Term or as consent of Landlord
                      to any holding over by Tenant.

                      (b)  At the end of the term or any renewal
                      thereof or other sooner termination of this
                      Lease, Tenant shall peaceably deliver up to
                      Landlord possession of the Premises, together
                      with all improvements, fixtures or additions
                      thereto by whomsoever made, in the same
                      condition as received, or first installed, damage
                      by fire, earthquake, act of God or the elements
                      alone excepted. Tenant may, upon the termination
                      of this Lease, remove all movable furniture and
                      equipment belonging to Tenant, at Tenant's sole
                      cost, title to which shall be in Tenant until
                      such termination, repairing any damage caused by
                      such removal. Property not so removed shall be
                      deemed abandoned by the Tenant, and title to the
                      same shall thereupon pass to Landlord.

                      (c)  The voluntary or other surrender of this
                      Lease by Tenant, or a mutual cancellation
                      thereof, shall not work a merger and shall, at
                      the option of Landlord, terminate all or any
                      existing subleases or subtenancies or may, at
                      the option of Landlord, operate as an assignment
                      to it of any or all such subleases or
                      subtenancies.

       WAIVER    27.       If either Landlord or Tenant waives the
                      performance of any term, covenant or condition
                      contained in this Lease, such waiver shall not
                      be deemed to be a waiver of any subsequent
                      breach of the same or any other term, covenant
                      or condition contained herein. The acceptance of
                      Rent by Landlord shall not constitute a waiver
                      of any preceding breach by Tenant of any term,
                      covenant or condition of this Lease, regardless
                      of Landlord's knowledge of such preceding breach
                      at the time Landlord accepted such Rent. Failure
                      by Landlord to enforce any of the terms,
                      covenants or conditions of this Lease for any
                      length of time shall not be deemed to waive or
                      to decrease the right of Landlord to insist
                      thereafter upon strict performance by Tenant.
                      Waiver by Landlord of any term, covenant or
                      condition contained in this lease may only be
                      made by a written document signed by Landlord.

      NOTICES    28.       All notices and demands which may or are
                      required to be given by either party to the
                      other hereunder shall be in writing. All notices
                      and demands by Landlord to Tenant shall be sent
                      by United States certified or registered mail,
                      postage prepaid, addressed to Tenant at the
                      Premises, or to such other place as Tenant may
                      from time to time designate in a notice to
                      Landlord. All notices and demands by Tenant to
                      Landlord shall be sent by United States
                      certified or registered mail, postage prepaid,
                      addressed to Landlord at the address specified
                      in the Basic Lease information, or to such other
                      firm or to such other place as Landlord may from
                      time to time designate in a notice to Tenant.

       RENTAL    29.       In addition to Basic Rent provided to be paid
   ADJUSTMENT         hereunder, Tenant shall pay as Rent Tenant's
                      Proportionate Share of Basic Operating Cost in
                      the manner set forth below.

                      (a)  DEFINITION:  For purposes hereof, the terms
                      used in this paragraph 29 shall have the

following meanings:

SEE ADDENDUM

-8-

(2) "Estimated Basic Operating Cost" for any particular year shall mean Landlord's estimate of the Basic Operating Cost for such calendar year made prior to commencement of such calendar year as hereinafter provided. Landlord shall have the right from time to time to revise its fiscal year and interim accounting periods so long as the periods as so revised are reconciled with prior periods in accordance with generally accepted accounting principles applied in a consistent manner.

(3) "Basic Operating Cost Adjustment" shall mean the difference between Basic Operating Cost and Estimated Basic Operating Cost for any calendar year determined as hereinafter provided.

(b) PAYMENT OF ESTIMATED BASIC OPERATING COST.

During December of each calendar year during the Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of the Estimated Basic Operating Cost for the ensuing calendar year. The Estimated Basic Operating Cost for the calendar year in which the Scheduled Term Commencement Date falls is set forth in the Basic Lease information sheet. Tenant shall pay Tenant's Proportionate Share of the Estimated Basic Operating Costs with installments of Basic Rent required to be paid pursuant to paragraph 3 above for the calendar year to which the estimate applies in monthly installments on the first day of each calendar month during such year, in advance. Such payment shall be construed to be Rent for all purposes hereof. If at any time during the course of a calendar year, Landlord determines that Basic Operating Cost will apparently vary from the then Estimated Basic Operating Cost by more than five percent (5%), Landlord may, by written notice to Tenant, revise the Estimated Basic Operating Cost for the balance of such calendar year and Tenant shall pay Tenant's Proportionate Share of the Estimated Basic Operating Cost as so revised for the balance of the then current calendar year on the first day of each calendar month thereafter, such revised installment amounts to be Rent for all purposes hereof.

(c) COMPUTATION OF BASIC OPERATING COST ADJUSTMENT.

Within one hundred twenty (120) days after the end of each fiscal year as determined by Landlord or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of Basic Operating Cost for the fiscal year just ended, accompanied by a computation of Basic Operating Cost Adjustment. If such statement shows that Tenant's payment based upon Estimated Basic Operating Cost is less than Tenant's Proportionate Share of Basic Operating Cost, then Tenant shall pay the difference within twenty (20) days after receipt of such statement, such payment to constitute additional rent hereunder. If such statement shows that Tenant's payments of Estimated Basic Operating Cost exceed Tenant's Proportionate Share of Basic Operating Costs, then (provided that Tenant is not in default under this Lease), Tenant shall receive a credit for the amount of such payment against Tenant's obligation for payment of Tenant's Proportionate Share of Estimated Basic Operating Cost next becoming due hereunder. If this Lease has been terminated or the Term hereof has expired prior to the date of such statement, then the Basic Operating Cost Adjustment shall be paid by the appropriate party within twenty (20) days after the date of delivery of the statement.

(d) NET LEASE. This shall be a net lease and Base Rent shall be paid to Landlord absolutely net of all costs and expenses. The provisions for payment of Basic Operating Cost by means of periodic payments of Tenant's Proportionate Share of Estimated Basic Operating Cost and the Basic Operating Cost Adjustment are intended to pass on to Tenant and reimburse Landlord for all cost and expenses of the nature described in paragraph 29(a)(i) above incurred in connection with ownership and operation of the Building and such additional facilities now and in subsequent years as may be determined by Landlord to be necessary to the Building.

(e) TENANT AUDIT. Tenant shall have the right, at Tenant's expense and upon not less than forty-eight (48) hours prior written notice to Landlord to review at reasonable times Landlord's books and records for any calendar year a portion of which falls within the Term for purposes of verifying Landlord's calculation of Basic Operating Cost and Basic Operating Cost Adjustment. In the event that Tenant shall dispute the amount set

-9-

                       forth in any statement provided by Landlord under
                       paragraph 29(?) above. Tenant shall have the right
                       not later than twenty (20) days following the
                       receipt of such statement, and upon condition
                       that Tenant shall first deposit with Landlord
                       the full amount in dispute, to cause Landlord's
                       books and records with respect to such calendar
                       year to be audited by certified public accountants
                       selected by Tenant subject to Landlord's
                       reasonable right of approval. The Basic
                       Operating Cost Adjustment shall be
                       appropriately adjusted on the basis of such
                       audit. If such audit discloses a liability for
                       a refund or credit by Landlord to Tenant in
                       excess of ten percent (10%) of Tenant's
                       Proportionate Share of the Basic Operating Cost
                       Adjustment previously reported, the cost of
                       such audit shall be borne by Landlord.
                       Otherwise the cost of such audit shall be paid
                       by Tenant. If Tenant shall not request an audit
                       in accordance with the provisions of this
                       paragraph 29(e) within twenty (20) days of
                       receipt of Landlord's statement provided
                       pursuant to paragraph 29(d), such statement
                       shall be final and binding for all purposes
                       hereof.

        TAXES    30.   (a) Tenant shall pay before delinquency any and
      PAYABLE          all taxes levied or assessed and which become
    BY TENANT          payable by Landlord (or Tenant) during the Term
                       of this Lease, whether or not now customary or
                       within the contemplation of the parties hereto,
                       which are based upon, measured by or otherwise
                       calculated with respect to: (a) the value of
                       Tenant's equipment, furniture, fixtures or
                       other personal property located in the
                       Premises; (b) the value of any leasehold
                       improvements, alterations, or additions made in
                       or to the Premises, regardless of whether title
                       to such improvements, alterations or additions
                       shall be in Tenant or Landlord; or (c) this
                       transaction or any document to which Tenant is
                       a party creating or transferring an interest or
                       an estate in the Premises.

                       (b) In the event that it shall not be lawful
                       for Tenant so to reimburse Landlord, the Rent
                       shall be revised to net Landlord the same net
                       rent after imposition of any such tax upon
                       Landlord as would have been payable to Landlord
                       prior to the imposition of any such tax. All
                       taxes payable by Tenant under this Paragraph 30
                       shall be additional rental.
   SUCCESSORS
  AND ASSIGNS    31.        Subject to the provisions of paragraph 10
                       hereof, the terms, covenants and conditions
                       contained herein shall be binding upon and
                       inure to the benefit of the heirs, successors,
                       executors, administrators and assigns of the
                       parties hereto.
   ATTORNEYS'
         FEES    32.        In the event that any action or proceeding
                       is brought to enforce any term, covenant or
                       condition of this Lease on the part of Landlord
                       or Tenant, the prevailing party in such
                       litigation shall be entitled to reasonable
                       attorneys' fees to be fixed by the court in
                       such action or proceeding.
        LIGHT
      AND AIR    33.        No diminution of light, air or view by any
                       structure which may hereafter be erected
                       (whether or not by Landlord) shall entitle
                       Tenant to any reduction of Rent, result in any
                       liability of Landlord to Tenant, or in any
                       other way affect this Lease or Tenant's
                       obligations hereunder.
PUBLIC TRANS-
    PORTATION    34.        Tenant shall establish and maintain during
  INFORMATION          the Term hereof a program to encourage maximum
                       use of public transportation by personnel of
                       Tenant employed on the Premises, including
                       without limitation the distribution to such
                       employees of written materials explaining the
                       convenience and availability of public
                       transportation facilities adjacent or proximate
                       to the Building, staggering working hours of
                       employees, and encouraging use of such
                       facilities, all at Tenant's sole reasonable cost
                       and expense.

MISCELLANEOUS    35.      (a) The term "Premises" shall be deemed to
                       include (except where such meaning would be
                       clearly repugnant to the context) the office
                       space demised and improvements now or at any
                       time hereinafter comprising or built in the
                       space hereby demised.

                       (b) The paragraph headings herein are for
                       convenience of reference and shall in no way
                       define, increase, limit or describe the scope
                       or intent of any provision of this Lease.

                       (c) The term "Landlord" in these presents shall
                       include the Landlord, its successors and
                       assigns. In any case where this Lease is signed
                       by more than one person, the obligations
                       hereunder shall be joint and several.

                       (d) The term "Tenant" or any pronoun used in
                       place thereof shall indicate and include the
                       masculine or feminine, the singular or plural
                       number, individuals, firms or corporations, and
                       their and each of their respective successors,
                       executors, administrators and permitted
                       assigns, according to the context hereof.

                       (e) Time is of the essence of this Lease and all
                       of its provisions.

                       (f) This Lease shall in all respects be
                       governed by the laws of the State of California.

                       (g) This Lease, together with its exhibits,
                       contains all the agreements of the parties
                       hereto and supersedes any previous negotiations.

                       (h) There have been no representations made by
                       the Landlord or understandings made between the
                       parties other than those set forth in this
                       Lease and its exhibits.

                       (i)  This Lease may not be modified except by a
                       written instrument by the parties hereto.

                       (j) If for any reason whatsoever any of the
                       provisions hereof shall be unenforceable or
                       ineffective, all of the other provisions shall
                       be and remain in full force and effect.

                       (k)_____________________________________________
                       ________________________________________________
                       ________________________________________________

        LEASE    36.        Submission of this instrument for examination
    EFFECTIVE          or signature by Tenant does not constitute a
         DATE          reservation or option for lease, and it is not
                       effective as a lease or otherwise until execution
                       and delivery by both Landlord and Tenant.

                            IN WITNESS WHEREOF, the parties hereto
                       have executed this Lease the day and year first
                       above written.

                                     "LANDLORD"
                                               Parker Associates
                                      ---------------------------------

                       Date  2/2/99  By      /s/ Michael Horowitz
                             ------     -------------------------------

Its General Partner

"TENANT"

                           Ask Jeeves, Inc.
                ---------------------------------

Date  2/1/99   By      /s/ Robert Wrubel
      ------      -------------------------------

Its President

-10-

RULES AND REGULATIONS
EXHIBIT A.

1. Sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by Tenants or used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building and its Tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any Tenant normally deals in the ordinary course of such Tenant's business unless such persons are engaged in illegal activities. No Tenant, and no employees or invitees of any Tenant, shall go upon the roof of the Building, except as authorized by Landlord.

2. No sign, placard, picture, name, advertisement or notice, visible from the exterior of leased premises shall be inscribed, painted, affixed, installed or otherwise displayed by any Tenant either on its premises or any part of the Building without the prior written consent of Landlord, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement, or notice without notice to and at the expense of the Tenant.

If Landlord shall have given such consent to any Tenant at any time, whether before or after the execution of the lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of such lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice.

All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of the Tenant by a person approved by Landlord.

3. The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of Tenants only and Landlord reserves the right to exclude any other names therefrom.

4. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window or door on any premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord's standard window covering and shall in no way be visible from the exterior of the Building. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Tenant's Premises.

5. Landlord reserves the right to exclude from the Building between the hours of 6 pm and 8 am and at all hours on Saturdays, Sundays and holidays all persons who are not Tenants or their accompanied guests in the Building. Each Tenant shall be responsible for all persons for whom it allows to enter the building and shall be liable to Landlord for all acts of such persons.

Landlord shall in no case be liable for damages for error with regard to the admission to or exclusion from the Building of any person.

During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord's opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of Tenants and protection of the Building and property in the Building.

6. Except with the written consent of Landlord no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning the same. No Tenant shall cause any unnecessary labor by reason of such Tenant's carelessness or indifference in the preservation of good order and cleanliness of the premises. Landlord shall in no way be responsible to any Tenant for any loss of property on the premises, however occurring, or for any damage done to the effects of any Tenant by the janitor or any other employee or any other person.

7.

8. Each Tenant shall see that all doors of its premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before the Tenant or its employees leave such premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage, and for any default or carelessness the Tenant shall make good all injuries sustained by other Tenants or occupants of the Building or Landlord. On multiple-tenancy floors, all Tenants shall keep the door or doors to the Building corridors closed at all times except for ingress or egress.

9. As more specifically provided in the Tenant's Lease of the Premises, Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air-conditioning, and shall refrain from attempting to adjust any controls other than room thermostats installed for Tenant's use.

10. No Tenant shall alter any lock or access device or install a new additional lock or access device or any bolt on any door of its premises without the prior written consent of Landlord. If Landlord shall give its consent, the Tenant shall in each case furnish Landlord with a key for any such lock.

11. No Tenant shall make or have made additional copies of any keys or access devices provided by Landlord. Each Tenant, upon the termination of the Tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished the Tenant or which the Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord therefor.

12. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it.

13. No Tenant shall use or keep in its premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. No Tenant shall use any method of heating or air-conditioning other than that supplied by Landlord.

14. No Tenant shall use, keep or permit to be used or kept in its premises any foul or noxious gas or substance or permit or suffer such premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other Tenants or those having business therein, nor shall any animals or birds be brought or kept in or about any premises of the Building.

15. No cooking shall be done or permitted by any Tenant on its premises (except that use by the Tenant of Underwriters' Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenants and their employees shall be permitted, provided that such equipment and use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall premises be used for lodging.

EXHIBIT "A" Page 1


16. Except with the prior written consent of Landlord, no Tenant shall sell or permit the sale, at retail, of newspapers, magazines, periodicals, theatre tickets or any other goods or merchandise in or on any premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, the Business of stenography, typewriting or any similar business in or from any premises for the service or accommodation of occupants of any other portion of the Building, nor shall the premises of any Tenant be used for the storage of merchandise or for manufacturing of any kind, or the business of a public barber shop, beauty parlor, nor shall the premises of any Tenant be used for any improper, immoral or objectionable purpose, or any business or activity other than that specifically provided for in such Tenant's lease.

17. If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain, and comply with, Landlord's instructions in their installation.

18. Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord. The location of burglar alarms, telephones, call boxes and other office equipment affixed to all premises shall be subject to the written approval of Landlord.

19. No Tenant shall install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

20. No Tenant shall lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule or the removal of any floor covering shall be borne by the Tenant by whom, or by whose contractors, employees or invitees, the damage shall have been caused.

21. No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the Building or carried up or down the elevators except between such hours and in such elevators as shall be designated by Landlord.

Landlord shall have the right to prescribe the weight, size and position of all safes, furniture or other heavy equipment brought into the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness as determined by Landlord to be necessary to properly distribute the weight thereof. Landlord will not be responsible for loss of or damage to any such safe, equipment or property from any cause, and all damage done to the Building by moving or maintaining any such safe, equipment or other property shall be repaired at the expense of Tenant.

Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord.

22. No Tenant shall place a load upon any floor of the premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. No Tenant shall mark, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface such premises or any part thereof. Nor shall any natural wood be painted without Landlord's written consent. Normal wall covering shall be excepted.

23. No Tenant shall install, maintain or operate upon the Premises any vending machine without the written consent of Landlord.

24. There shall not be used in any space, or in the public areas of the Building, either by any Tenant or others, any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Landlord may approve. No other vehicles of any kind shall be brought by any Tenant into or kept in or about the premises.

25. Each Tenant shall store all its trash and garbage within the interior of its premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as Landlord shall designate.

26. Canvassing, soliciting, distribution of handbills or any other written material, and peddling in the Building are prohibited and each Tenant shall cooperate to prevent the same. No Tenant shall make room-to-room solicitation of business from other tenants in the building.

27. Landlord shall have the right, exercisable without notice and without liability to any Tenant, to change the name and address of the Building.

28. Landlord reserves the right to exclude or expel from the Building any person who, in Landlord's judgment is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules and regulations of the Building.

29. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant's address.

30. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

31. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed.

32. The requirements of Tenants will be attended to only upon application at the office of the Building by an authorized individual. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord, and no employees will admit any person (Tenant or otherwise) to any office without specific instructions from Landlord.

33. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular Tenant or Tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other Tenant or Tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all Tenants of the Building.

34. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted.

35. Tenant shall use carpet protector under all desk chairs, which may impact on carpet seams.

36. Vehicles parked on premises overnight without prior written consent of the Landlord shall be deemed abandoned and shall be subject to tow-away at vehicle owner's expense. Parking spaces designated exclusively for Tenants shall be excepted.

37. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant's employees, agents, clients, customers, invitees and guests.

38. The Rules and Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms, covenants, agreements and conditions of any Lease of Premises in the Building. The word "Building" as used herein means the building of which the premises are part.

Page 2

EXHIBIT B AND FLOORPLAN FOR EXHIBIT C

[FLOOR PLAN]


EXHIBIT B AND FLOORPLAN FOR EXHIBIT C

[FLOOR PLAN]


FORM OF TENANT CERTIFICATE

EXHIBIT D.





RE:

Gentlemen:

The undersigned, as Tenant under that certain lease (the "Lease") dated ______________________________ 19 __, made with ____________________________ as Landlord (the "Landlord"), does hereby certify:

1. That the copy of the Lease attached hereto as Exhibit A is a true and complete copy of the Lease, and there are no amendments, modifications or extensions of or to the Lease and the Lease is now in full force and effect.

2. That its leased premises at the above location have been completed in accordance with the terms of the Lease, that it has accepted possession of said premises, and that it now occupies the same.

3. That it began paying rent on _____________ , 19 __ , and that, save only as may be required by the terms of the Lease, no rental has been paid in advance, nor has the undersigned deposited any sums with the Landlord as security.

4. That there exist no defenses or offsets to enforcement of the Lease by the Landlord and, so far as is known to the undersigned, the Landlord is not, as of the date hereof, in default in the performance of the Lease, nor has the Landlord committed any breach thereof, nor has any event occurred which, with the passage of time or the giving of notice, or both, would constitute a default or breach by the Landlord.

The undersigned acknowledges that you are relying on the above representation of the undersigned in (advancing funds to purchase the existing first mortgage loan covering the building in which the leased premises are located) (in purchasing the building in which the leased premises are located) and does hereby warrant and affirm to and for your benefit, and that of your successors and assigns, that each of the foregoing representations is true, correct and complete as of the date hereof.

Dated: _________________________

By _____________________________

Its _________________________

EXHIBIT "D"


ADDENDUM TO LEASE

This Lease addendum is made in respect to the Lease ("the Lease") between Parker Associates, ("Landlord"), and Ask Jeeves, Inc. ("Tenant"), for Suite #219, 2560 Ninth Street, Berkeley, California.

37. SERVICES AND UTILITIES.

Tenant shall provide its own janitorial service and pay utilities directly to the utility companies for those utilities which are separately metered to the Premises.

38. BASIC OPERATING COSTS.

The Basic Operating Cost per paragraph 29 that is proportionately allocated to Tenant shall be limited to garbage removal, window washing, and any security services needed for the well-being of the Tenants.

39. PARKING

Landlord shall provide Tenant with 3 parking spaces inside the garage of the Building at a monthly rental of Free each and 1 spaces inside the garage of the Building at a monthly rental of $30.00 each. Landlord's five year lease on the parking lot includes a first right to purchase the land but is subject to early termination of the Lease by the owner under certain conditions. If such Lease is terminated, Landlord will use its best efforts to obtain alternative parking spaces at no added cost to Tenant. In addition, if Landlord succeeds in acquiring a parking facility directly across the street from

1

the Building, Tenant agrees to relocate its auto parking from inside the garage and the Eighth Street lot to this new facility.

40. RENTAL ADJUSTMENTS.

The rent set forth on the Basic Lease Information Sheet shall be subject to an adjustment based on the United States Bureau of Labor Statistics Consumer Price Index (all items) for the San Francisco Bay Area ("CPI") in effect as of December 1998. On each anniversary of the commencement of the lease term, the rent shall be adjusted based on the percentage increase in the most recently published CPI over the CPI for December 1998, provided however, that in no lease year will the rent be increased less than 3% or more than 8% of the then existing rent. If the actual increase in the CPI in any year is less than 3%, the difference shall be subtracted from the change in the CPI during the next following lease year. Similarly, if the actual increase in the CPI in any year exceeds 8%, the excess shall be added to the change in the CPI during the next following lease year for purposes of rent adjustment.

41. INSURANCE

Section 11e of the Lease shall be amended by adding thereto the following:

Tenant shall take out and maintain during the term of this lease, at Tenant's expense, comprehensive general liability insurance (Form L6395a or its equivalent) and broad-form comprehensive general liability extension endorsement (Form G 222 or L9001 or its equivalent). The limits of said liability shall be $1,000,000. combined

2

single limit bodily injury and property damage, and said policy shall name Landlord as an additional insured (Form L9109 or its equivalent). Tenant shall cause to be delivered to Landlord certificates evidencing the foregoing insurance coverages, which certificates shall provide that Landlord shall be given at lease 30 days written notice prior to any change in or cancellation of Tenant's insurance policy.

In the event that a certificate evidencing the above is not available or that equivalent forms are substituted for those named above, Tenant shall obtain a signed confirmation from his insurance carrier, or their authorized representative, that the coverage afforded under their contract of insurance meet all of the above requirements. Landlord shall have the right to determine whether said requirements have been satisfied if the aforementioned certificate of insurance forms have not been provided by Tenant.

42. CPI ANNIVERSARY DATE

With respect to paragraph 40, RENTAL ADJUSTMENTS the anniversary date shall be November 1, 1999. The rental adjustment shall be on November 1, 1999.

43. SHARED UTILITIES

Tenants hereby acknowledges that electric and gas service to the Premises will be shared with the Tenants of Suite #217. These Co-Tenants shall allocate the cost of said services as they see fit to do, without Landlord's involvement or responsibility. However, in the event of a disagreement over such allocations, the parties shall submit the issue to binding arbitration by Landlord.

44. APPROVAL OF THIRD PARTY

Landlord's obligations under this Lease shall be contingent upon execution of a Termination Agreement satisfactory to Landlord and Pacific Microsonics to terminate their current lease for Suite 219. Landlord's contingency shall become satisfied and removed within 4 days after execution of this Lease or this Lease shall become null and void and of no further effect.


ASSIGNMENT AND ASSUMPTION OF STANDARD COMMERCIAL OFFICE LEASE
FOR EAT/WORK DEVELOPMENT

THIS ASSIGNMENT AND ASSUMPTION OF STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT ("Agreement") is dated and effective as of January 1, 1999 by and between THE RODA GROUP VENTURE DEVELOPMENT COMPANY, L.L.C., a Delaware limited liability company ("Assignor") and ASK JEEVES, a California corporation ("Assignee").

WHEREAS, Assignor is Tenant under that certain Standard Commercial Office Lease For Eat/Work Development dated August 14, 1998, by and between Eat/Work Development, LP, a California limited partnership ("Landlord") and Assignor, (as modified from time to time, the "Lease"), respecting certain premises (the "Premises") with a street address of 918 Parker Street, Suite A-14, Berkeley, California, as more particularly described therein;

WHEREAS, Assignor desires to assign its interest in the Lease to Assignee and Assignee desires to assume Assignor's obligations under the Lease;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

1. ASSIGNMENT OF LEASE.

Assignor does hereby transfer, assign, convey and deliver to Assignee its entire right, title and interest in the Lease and the Premises.

2. ASSUMPTION OF OBLIGATIONS.

Assignee does hereby accept this assignment and, for the benefit of Assignor and Landlord, expressly assumes and agrees to hereafter perform all of the terms, covenants, conditions and obligations of Assignor under the Lease, which accrue from and after the date hereof.

3. INDEMNITY.

Assignor agrees to save, indemnify, defend and hold Assignee harmless from and on account of any claims, demands, actions, losses, expenses and liabilities (including attorneys' fees) of Assignee under the Lease on account of or arising out of any obligations and liabilities of the Lessee thereunder, arising prior to the date hereof.

Assignee agrees to save, indemnify, defend and hold Assignor harmless from and on account of any claims, demands, actions, losses, expenses and liabilities (including attorneys' fees) of Assignor under the Lease on account of or arising out of the obligations and liabilities so assumed.

1.


4. CONTINGENCY.

Notwithstanding anything to the contrary herein, this Assignment shall be contingent upon the receipt of the consent of Landlord as evidenced by the execution by Landlord of the Lessor consent set forth below.

5. SUCCESSORS AND ASSIGNS.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

6. COUNTERPARTS.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

Executed as of the date first above written.

ASSIGNOR:

THE RODA GROUP VENTURE DEVELOPMENT COMPANY,
L.L.C., a Delaware limited liability company.

By:   /s/ Daniel Miller
     -------------------------------------
Its:    Managing Partner
     -------------------------------------

ASSIGNEE:

ASK JEEVES, a California corporation.

By:   /s/ Robert W. Wrubel
     -----------------------------------

Its:   Chief Executive Officer
     -----------------------------------

2.


LESSOR CONSENT

The undersigned, as owner and holder of all right, title and interest of Lessor under the Lease hereby consents to the foregoing assignment.

EAT/WORK DEVELOPMENT, LP, a
California limited partnership

By: Michael Goldin

Its: General Partner

3.


ASSIGNMENT AND ASSUMPTION OF STANDARD COMMERCIAL OFFICE LEASE
FOR EAT/WORK DEVELOPMENT

THIS ASSIGNMENT AND ASSUMPTION OF STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT ("Agreement") is dated and effective as of January 1, 1999 by and between THE RODA GROUP VENTURE DEVELOPMENT COMPANY, L.L.C., a Delaware limited liability company ("Assignor") and ASK JEEVES, a California corporation ("Assignee").

WHEREAS, Assignor is Tenant under that certain Standard Commercial Office Lease For Eat/Work Development dated August 20, 1998, by and between Eat/Work Development, LP, a California limited partnership ("Landlord") and Assignor, (as modified from time to time, the "Lease"), respecting certain premises (the "Premises") with a street address of 918 Parker Street, Suites A-1-1, and A-1-2, Berkeley, California, as more particularly described therein;

WHEREAS, Assignor desires to assign its interest in the Lease to Assignee and Assignee desires to assume Assignor's obligations under the Lease;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

1. ASSIGNMENT OF LEASE.

Assignor does hereby transfer, assign, convey and deliver to Assignee its entire right, title and interest in the Lease and the Premises.

2. ASSUMPTION OF OBLIGATIONS.

Assignee does hereby accept this assignment and, for the benefit of Assignor and Landlord, expressly assumes and agrees to hereafter perform all of the terms, covenants, conditions and obligations of Assignor under the Lease, which accrue from and after the date hereof.

3. INDEMNITY.

Assignor agrees to save, indemnify, defend and hold Assignee harmless from and on account of any claims, demands, actions, losses, expenses and liabilities (including attorneys' fees) of Assignee under the Lease on account of or arising out of any obligations and liabilities of the Lessee thereunder, arising prior to the date hereof.

Assignee agrees to save, indemnify, defend and hold Assignor harmless from and on account of any claims, demands, actions, losses, expenses and liabilities (including attorneys' fees) of Assignor under the Lease on account of or arising out of the obligations and liabilities so assumed.

1.


4. CONTINGENCY.

Notwithstanding anything to the contrary herein, this Assignment shall be contingent upon the receipt of the consent of Landlord as evidenced by the execution by Landlord of the Lessor consent set forth below.

5. SUCCESSORS AND ASSIGNS.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

6. COUNTERPARTS.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

Executed as of the date first above written.

ASSIGNOR:

THE RODA GROUP VENTURE DEVELOPMENT COMPANY,
L.L.C., a Delaware limited liability company.

By:   /s/ Daniel Miller
     -----------------------------------

Its:    Managing Partner
     -----------------------------------

ASSIGNEE:

ASK JEEVES, a California corporation.

By:   /s/ Robert W. Wrubel
    ------------------------------------

Its:   Chief Executive Officer
    ------------------------------------

2.


LESSOR CONSENT

The undersigned, as owner and holder of all right, title and interest of Lessor under the Lease hereby consents to the foregoing assignment.

EAT/WORK DEVELOPMENT, LP, a
California limited partnership

By: Michael Goldin

Its: General Partner

3.


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.

EXHIBIT 10.13

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.


[ASK JEEVES LOGO]

May 22, 1998

Robert Warren Wrubel
365 West California Boulevard
Pasadena, CA 91105

Dear Rob,

I am pleased to offer you the position of President of Ask Jeeves, Inc. (the "Company"). Your first day of employment will be May 27, 1998. You agree to spend at least 2 days per week at the Company during your first two weeks of employment, and you will begin full time work the week of June 8. You will report directly to me.

Your initial compensation will be $180,000, which will be paid semi-monthly in accordance with the Company's normal payroll procedures. You will be awarded stock options as detailed below and will also be eligible to participate in any employee benefit programs that are, or may become, available to an employee in a key managerial position at Ask Jeeves. In addition, should you so request within six months of your first day of employment, the Company will arrange for you to obtain an unsecured loan of $75,000, with a term of 90 days, at an annual interest rate of 7.50%.

Upon your employment you will be awarded 1,350,000 options to purchase stock in the Company pursuant to the Company incentive stock option plan (the "Plan"), vesting over a period of four years, with 25% of the shares vesting on May 27, 1999, and the remaining shares vesting in 36 equal monthly installments thereafter, expiring May 26, 2008, at a price of 23 cents per share. In the event the Company is acquired before your stock options have fully vested, all unvested options will vest immediately prior to the closing of that transaction, as set forth in the Stock Option Agreement (the "Agreement") issued to you pursuant to the Plan. A copy of the Agreement is enclosed for your review.

You will be given additional options and promoted to CEO when the Company reaches certain financial and business objectives. Within 30 days of your arrival, we will mutually agree on a set of criteria (which will likely include factors such as revenues, site traffic and Service Agent sales) which will trigger such promotion and issuance of additional options. The number of additional options will be set to provide you with 7% ownership in the Company after the first major round of institutional financing- The issuance of such additional options shall be contingent upon the Company successfully completing such major institutional financing.

The Company provides health insurance benefits for employees and their dependents through PacifiCare. In the case of key managerial employees, the Company pays the premiums for the employee and for all of the employee's dependents. I will send additional information concerning the health insurance plan under separate cover. I also suggest that you talk to our insurance broker, Douglas Shimada of A/S Financial Services (510/893-5331), about any specific coverage issues.

Finally, the Company will pay up to $15,000 in relocation expenses for yourself and your family.

You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause.

1.


For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identify and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire or our employment relationship with you may be terminated.

I have enclosed our Confidential Information and Invention Assignment Agreement. If you accept this offer, please return to me a signed copy of this agreement.

In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in Santa Clara County, California. However, we agree that this arbitration provision shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company's trade secrets or proprietary information.

To indicate your acceptance of the Company's offer, please sign and date this letter in the space provided below and return it to me. A duplicate original is enclosed for your records. This letter, along with the Confidential Information and Invention Assignment Agreement between you and the Company, sets for the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement signed by the Company and by you.

Rob, we are proud and excited to be working with you at Ask Jeeves, Inc. We look forward to a long and mutually rewarding relationship.

Sincerely,

/s/ Roger A. Strauch
--------------------------
Roger A. Strauch
Chairman and CEO

Enclosures

Accepted:

/s/ Robert W. Wrubel                    Date:  May 22, 1998
---------------------------                  --------------------
Robert Warren Wrubel

2.


ASK JEEVES, INC.

COMMON STOCK AND WARRANT TO PURCHASE COMMON STOCK
PURCHASE AGREEMENT


AUGUST 20, 1999


COMMON STOCK AND WARRANT TO PURCHASE COMMON STOCK
PURCHASE AGREEMENT

THIS COMMON STOCK AND WARRANT TO PURCHASE COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is entered into effective as of August 20, 1997, by and between ASK JEEVES, INC., a California corporation (the "Corporation"), and those investors who may become parties to this agreement as contemplated in Section 2.3 below and set forth in Schedule 1 attached hereto from time to time, including, but not limited to, ROGER STRAUCH, an individual ("Strauch"), and DANIEL MILLER ("Miller"), an individual (together with Strauch, the "Initial Purchasers") (and each such party individually, a "Purchaser" and collectively the "Purchasers"); THE RODA GROUP VENTURE DEVELOPMENT COMPANY, LLC, a Delaware limited liability company ("Roda"); and DAVID WARTHEN, an individual ("Warthen").

RECITALS:

A. The Corporation is in the business of Internet navigation products and services.

B. The Purchasers are interested in investing capital in the Corporation and the Corporation desires to obtain capital from the Purchasers on the terms and conditions hereinafter set forth.

AGREEMENT:

NOW, THEREFORE, in consideration of the above recitals and the mutual agreements, covenants, representations and warranties contained below in this. Agreement, the parties agree as follows:

I. DEFINITIONS.

1.1 "Agreement" means, and the words "herein", "hereof", "hereunder" and words of similar import refer to, this instrument and any amendments hereto.

1.2 "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar Federal statute which replaces said Exchange Act and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

1.3 "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute which replaces such Securities Act and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

1.4 "Party" or "parties" means the Corporation and/or any Purchaser.

1.5 "Person" means any individual, corporation; trust, partnership, association, or other entity.

1.


1.6 "SEC" means the Securities and Exchange Commission.

II. SALE AND ISSUANCE OF COMMON STOCK AND COMMON STOCK WARRANTS.

2.1 PURCHASE AND SALE OF COMMON STOCK. The Corporation agrees to sell to each Purchaser meeting the suitability standards set forth in Article VI, and, subject to the terms and conditions set forth herein, each such Purchaser (or it's assigns who meet such suitability standards) agrees to purchase from the Corporation, the Common Stock set forth opposite its name in Schedule 1 attached hereto at a per share purchase price of $0.6922 and in the amounts and on or before the dates set forth therein.

2.2 PURCHASE AND SALE OF COMMON STOCK WARRANTS. Simultaneously with the sale and purchase of each two shares of Common Stock, the Corporation shall issue to each Purchaser a six month warrant in form and substance attached hereto as Exhibit A ("Common Stock Warrant") to purchase one share of the Corporation s Common Stock at an exercise price of $0.6922 per share.

2.3 ISSUANCE AND PAYMENT. The initial closing of the sale and purchase of the Common Stock and Common Stock Warrants will take place at the offices of PEZZOLA & REINKE, APC, 1999 Harrison Street, Suite 1300, Oakland, California 94612, at 10:00 a.m. on August 20, 1997, or such other time and place as the parties may mutually agree (the "Initial Closing"). At each "Closing" (as defined in Section 2.4), the Corporation will deliver to each Purchaser a duly issued and executed certificate of the Common Stock and duly issued and executed Common Stock Warrant to be purchased by it, registered in the Purchaser's name, against payment of the purchase price thereof as set forth in Schedule 1, by certified check, by wire transfer of immediately available funds, or by any combination of the foregoing.

2.4 SUBSEQUENT SALE OF COMMON STOCK AND COMMON STOCK WARRANT. The Corporation may sell up to $100,000of additional Common Stock and corresponding Common Stock Warrants to such additional persons as the Corporation may also determine for up to sixty (60) days after the Initial Closing upon substantially the same terms and conditions as those contained herein, and each such person shall have the rights and obligations of a Purchaser hereunder. The Corporation shall notify the Initial Purchasers of any such sales. Initial Purchasers shall have thirty (30) days after such notice to purchase collectively an equal amount of such additional Common Stock and corresponding Common Stock Warrants on the same terms and conditions. The Initial Closing and each subsequent closing, whether under
Section 2.3 or this Section 2.4 shall be referred to herein as a "Closing."

III. CONDITIONS OF THE PURCHASERS' OBLIGATIONS. The obligation of each Purchaser to consummate the transactions contemplated herein at a Closing is subject to the satisfaction on or before the date of such Closing of the following conditions, all or any of which may be waived in writing by each Purchaser as to its obligation to consummate the transaction so contemplated:

3.1 REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of the Corporation contained in this Agreement, including without limitation those in Article V, and in

2.


any other documents delivered by the Corporation to the Purchasers at or prior to the Initial Closing will be true and correct at and as of the date of the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Corporation shall have delivered a certificate executed by the President of the Corporation to such effect.

3.2 CLOSING DOCUMENTS. The Corporation will have delivered to each Purchaser, copies of the following documents:

(a) an Officer's Certificate from the Corporation dated the date of the Initial Closing, stating that all the preconditions specified in this Article III have been satisfied;

(b) correct and complete copies of the resolutions adopted by the board of directors certified to such effect on the date of the Initial Closing by the President of the Corporation authorizing the execution, delivery and performance of this Agreement and any other agreements contemplated hereby, and authorizing all other transactions contemplated by this Agreement;

(c) correct and complete copies of the Corporation's Bylaws and Articles of Incorporation as approved by the board of directors and shareholders of the Corporation, all certified to such effect on the date of the Initial Closing by the President of the Corporation and;

(d) a good standing certificate dated within thirty (30) days of the Initial Closing issued by the California Secretary of State.

3.3 PROCEEDINGS. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto or required to be delivered prior to or at the Closing will be satisfactory inform and substance to each Purchaser.

3.4 EXAMINATION OF BOOKS AND RECORDS. The Corporation shall have made available to each Purchaser (who may appoint representatives to perform such inspection) during normal business hours, for inspection and copying, all of the Corporation's books, records, contracts and documents of or relating to the Corporation.

3.5 AUTHORIZED NUMBER OF BOARD MEMBERS; INITIAL OFFICERS. The authorized number of members of the board of directors of the Corporation shall be between four (4) and seven (7), with the initial number of authorized directors to be established at four (4) at the Initial Closing, with Garrett Gruener, David Warthen, Roger Strauch and Dan Miller as the directors as of the Initial Closing; provided, however, that if (i) the Initial Purchasers have not collectively invested at least $333,334 on, or prior to, the Second Closing (as identified in Schedule 1 ) or if (ii) the Initial Purchasers have not collectively invested at least $500,000 on, or prior to, the Third Closing (as identified in Schedule 1) then Roger Strauch and Dan Miller shall, at the request of Garrett Gruener and David Warthen, immediately resign as Directors of the Corporation. At the Closing, the officers of the Corporation shall be as follows:

3.


NAME            TITLE
Roger Strauch   Chairman of the Board;
Dan Miller      President
David Warthen   Executive Vice President; Chief Technical Officer
David Warthen   Secretary

3.6 SUITS/PROCEEDINGS. No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted or threatened to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

3.7 AUTHORIZATION OF ISSUANCE. The Corporation's board of directors will have authorized the issuance and sale by it to the Purchasers pursuant to this Agreement of the Common Stock and Common Stock Warrants.

3.8 RESERVATION OF STOCK. The Corporation's board of directors will have reserved sufficient shares of its authorized but unissued Common Stock for the exclusive purpose of issuance upon exercise of the Common Stock Warrants.

3.9 CAPITAL OUTSTANDING. As of the Initial Closing (but without giving effect thereto), the Corporation will have a total of no more than that number of shares of Common Stock issued and outstanding as listed and described in Section 5.2. As of the Initial Closing, the Corporation will have no outstanding options, convertible securities or warrants other than as listed and described on Schedule 5.

IV. CONDITIONS OF THE CORPORATION'S OBLIGATIONS.

The obligation of the Corporation to issue the Common Stock and Common Stock Warrants with respect to any one Purchaser is subject to the satisfaction on or before the date of each Closing of the following conditions with respect to such Purchaser, all or any of which may be waived in writing by the Corporation:

4.1 PERFORMANCE. Each Purchaser shall have duly performed and complied in all material respects with each of the terms, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.

4.2 REPRESENTATIONS AND WARRANTIES. The representations and warranties of each Purchaser contained in Article VI and in any other documents delivered at or prior to the Closing shall be true and accurate on and as of the Closing with the same effect as though made on and as of the date of the Closing.

4.3 INSTRUMENTS AND DOCUMENTS. All instruments and documents required to carry out under this Agreement or incidental thereto shall be reasonably satisfactory to the Corporation and its counsel.

4.4 SUITS/PROCEEDINGS. No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted or threatened to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

4.


V. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION.

Except as set forth on Schedule 5 attached hereto and incorporated herein by reference, the Corporation hereby represents and warrants to each Purchaser as of the date hereof and as of the Initial Closing as follows:

5.1 ORGANIZATION AND CORPORATE POWER. The Corporation is a corporation duly organized,, validly existing and in good standing under the laws of California and is qualified as a foreign corporation in all jurisdictions in which the nature of its property owned or leased by it or the conduct of its business requires such qualification, except for such jurisdictions where the failure to so qualify would not individually or in the aggregate materially and adversely affect the business, operations and financial condition of the Corporation. The Corporation has all requisite corporate power and authority necessary to own and operate its properties and to carry on its business as now conducted and to enter into and to carry out the provisions of this Agreement and the transactions contemplated hereby. The Corporation has no subsidiaries or affiliated companies and does not otherwise directly or indirectly control or own any other business entity.

5.2 CORPORATE CAPITALIZATION.

(a) AUTHORIZED CAPITAL STOCK. Immediately prior to the Closing, the Corporation's authorized capital stock shall include only one authorized class of capital stock, consisting solely of Three Million (3,000,000) shares of Common Stock. Immediately prior to the Initial Closing (without taking into consideration the Initial Closing), the Corporation will have a total of Nine Hundred Ninety-one Thousand Six Hundred Sixty-six (991,666) shares of Common Stock outstanding. All such issued and outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable.

(b) OUTSTANDING OPTIONS/WARRANTS/CONVERTIBLE NOTES. There are also issued and outstanding an aggregate of 91,834 stock options as more fully set forth on Schedule 5. There are otherwise no outstanding preemptive or other rights, options, warrants, conversion rights or agreements for the purchase or acquisition from the Corporation of any shares of its capital stock, except as set forth in Schedule 5. All such securities have been duly authorized and validly issued.

(c) DIVIDENDS. The Corporation does not have any declared and unpaid dividends (whether payable in cash, securities or other consideration).

5.3 CORPORATE COMPLIANCE; AUTHORIZATION.

(a) COMPLIANCE WITH INSTRUMENTS. The Corporation is not in violation, breach or default of any term of its Articles of Incorporation or Bylaws, or in any respect, of any material term or provision of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation applicable to or binding upon the Corporation.

(b) AUTHORIZATION. All corporate action on the part of the Corporation, its officers, directors and shareholders, necessary for the sale and issuance of the Common Stock and Common Stock Warrants and any common stock issuable upon exercise of the Common

5.


Stock Warrants and the performance of the Corporation's obligations hereunder has been taken or will be taken prior to the Initial Closing. This Agreement, and the Common Stock Warrant are each legal, valid and binding obligations of the Corporation enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium or other laws and equitable principles relating to or affecting the enforcement of creditors' rights in general and by general principles of equity.

5.4 TITLE TO PROPERTY. The Corporation has good and marketable title to all of its properties and assets free and clear of restrictions or conditions on transfer or assignment and free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, easements, rights of way, covenants, conditions or restrictions, except for current taxes and assessments not delinquent and for matters that, in the aggregate, are not substantial in amount and do not materially detract from or interfere with the present or intended use of any of these assets, nor materially impair the business or proposed operation of the Corporation.

5.5 PATENTS AND OTHER INTANGIBLE RIGHTS. To the best knowledge of the Corporation, the Corporation has good title (without any unlawful misappropriation) to all patents, if any, copyrights, trade names and service marks covering the Corporation's existing technology and proprietary property rights, including but not limited to, the trademarks listed on Schedule 5, the software listed on Schedule 5 (the "Software") and any invention, trade secrets, or intellectual property rights (collectively the "Trade Secret Property Rights"), or adequate licenses and rights to use the Trade Secret Property Rights of others on terms deemed favorable by the Corporation, which are necessary for the conduct of the business of the Corporation as now conducted or as proposed to be conducted. To the best knowledge of the Corporation, the Company is not infringing upon or otherwise acting adversely to the right or claimed right of any person with respect to any of the foregoing. To the best knowledge of the Corporation, no officer, director or employee of the Corporation is under any restriction, whether contractual, or by virtue of previous employment or otherwise, that would prevent him from performing his duties for the Corporation or prevent the Corporation from using the Trade Secret Property Rights. To the best knowledge of the Corporation, no employee or consultant of the Corporation is in violation of any term of any proprietary information or confidentiality agreement with the Corporation. The development of the Software has not been performed by any third party who has not assigned his copyright rights to the Corporation. The Software (i) is not jointly owned with any other party; and (ii) to the best knowledge of the Corporation, is free and clear of restrictions or conditions on transfer or assignment and free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, easements, rights of way, covenants, conditions or restrictions, except for current taxes and assessments not delinquent and for matters that, in the aggregate, are not substantial in amount and do not materially detract from or interfere with the present or intended use of any of these assets, nor materially impair the business or proposed operation of the Corporation.

5.6 LITIGATION. There are no (a) actions, proceedings or investigations pending or any threat thereof, or verdicts or judgments entered against the Corporation before any court or before any administrative agency or officer which might result, individually or in the aggregate, in any material adverse change in the business, properties and condition, financial or otherwise, of the Corporation or (b) violations by the Corporation of any foreign, federal, state or local laws, regulations or orders.

6.


5.7 TAX RETURNS AND PAYMENTS. The Corporation has not yet filed its federal or state income tax returns for its first fiscal year ended May 31, 1997, but will file such returns in a timely manner.

5.8 EMPLOYEE COMPENSATION/LABOR RELATIONS. The Corporation has no knowledge of any attempt to organize the employees of the Corporation, and the Corporation is not a party to any collective bargaining agreement. There are no strikes, work stoppages, grievance proceedings, or other material controversies pending or to the knowledge of the Corporation threatened between the Corporation and any employees engaged in the business of the Corporation or any union or collective bargaining unit representing such employees. The Corporation has complied in all material respects with all laws relating to the employment of labor, including provisions relating to wages, hours, equal opportunity, collective bargaining, and payment of Social Security and other taxes.

5.9 MATERIAL LICENSES, AGREEMENTS, RELATED PARTY AGREEMENTS. Except as set forth in Schedule 5, the Corporation is not a party to, nor is its property bound by, (a) any agreement (i) requiring the performance by the Corporation of any obligation for a period of time extending beyond one year from the Closing, or (ii) calling for or which could result in the receipt of consideration or payment of more than $10,000 individually or $50,000 in the aggregate, or (b) any agreement or understanding between the Corporation and any shareholder, officer, director, or employee of the Corporation or relatives or spouses thereof other than employee compensation, employee stock purchase and benefits agreements entered into in the ordinary course of business.

5.10 FINANCIAL STATEMENTS. The Corporation has delivered to each Purchaser the financial statements identified on Schedule 5 (collectively, the "Financial Statements"). The Financial Statements are true, complete and correct in all material respect and accurately set out and describe the financial condition and operating results of the Corporation as of the dates, and for the periods, indicated thereon.

5.11 FEES, COMMISSIONS AND EXPENSES. The Corporation has made no agreements or arrangements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

5.12 GOVERNMENTAL CONSENT, ETC. Except for applicable state blue sky and Regulation D Form D filings, no consent, approval, order, authorization, registration, qualification, designation, license, declaration or filing with any federal, state or municipal authority is required on the part of the Corporation in connection with consummation of the transactions contemplated herein.

5.13 VALIDITY OF ISSUANCE. The Common Stock issuable upon exercise of the Common Stock Warrants to be purchased and sold pursuant to this Agreement, will, when issued, sold, and delivered, be duly and validly issued, fully paid and nonassessable, and will be free and clear of any liens or encumbrances caused or created by the Corporation and, assuming the accuracy and completeness of the Purchaser's representations hereunder, will have been issued in compliance with all applicable state and federal securities laws.

7.


5.14 LIABILITIES. The Corporation does not have any debt, liability or obligation of any nature, whether accrued, absolute or contingent, and whether due or to become due, that is not reflected or reserved against in the Financial Statements, except for those that may have been incurred after the date of the Financial Statements in the ordinary course of business.

5.15 BOOKS AND RECORDS. The financial records and books of account of the Corporation are complete and correct, and have been maintained in accordance with good business practices and are fairly reflected in the Financial Statements.

5.16 POWERS OF ATTORNEYS. The Corporation has no powers of attorney outstanding.

5.17 FOREIGN CORRUPT PRACTICES ACT. Neither the Corporation nor, to its best knowledge, any Director, officer, agent, employee or other person associated with or acting on behalf of the Corporation has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or government employee from corporate funds; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977.

5.18 REAL PROPERTY HOLDING CORPORATION STATUS. Since its date of incorporation (and that of its earliest predecessor, if any) the Corporation has not been a "United States real property holding corporation", as defined in Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code") and in Section 1.897-2(b) of the Regulations thereto, and the Corporation has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns which are required under
Section 1.897-2(h) of the Regulations.

5.19 ENVIRONMENTAL AND SAFETY LAWS. To the Corporation's best knowledge, the Corporation is in compliance with all environmental laws and all applicable statutes, laws or regulations relating to occupational health and safety, except where the failure to so comply has not had and is not reasonably likely to have a material adverse effect on the business, financial condition or prospects of the Corporation. The Corporation has not, since inception, received any written communication from a governmental, quasi-governmental or regulatory department or authority, citizens' group or director, officer or employee of the Corporation, alleging that the Corporation is not in compliance with or has violated any environmental law or any applicable statute, law or regulation relating to occupational health and safety. The Corporation is not aware of any past or present actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of any environmental claim against the Corporation.

5.20 CHANGES. Since July 31, 1997, there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of the Corporation from that reflected in the Financial Statements, except changes in the ordinary course of business which have not been, in the aggregate, materially adverse;

(b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results,

8.


prospects or business of the Corporation (as such business is presently conducted and as it is proposed to be conducted);

(c) any material change or amendment to a material contract or arrangement of which the Corporation or any of its assets or properties is bound or subject;

(d) any material change in any compensation arrangement or agreement with any employee;

(e) any resignation or termination of employment of any key officer or employee of the Corporation; or

(f) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Corporation.

5.21 SURVIVAL OF REPRESENTATIONS. All representations made by the Corporation in or under this Agreement shall be true and accurate as of the Initial Closing and shall survive the Initial Closing for a period of three
(3) years thereafter (except for those changes contemplated in and provided for by this Agreement).

VI. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. As of the Closing, each Purchaser represents and warrants to the Corporation as to itself that:

6.1 INVESTMENT. The Purchaser is acquiring the Common Stock, Common Stock Warrants and any Common Stock issuable upon exercise of the Common Stock Warrants for investment purposes only for its own account, and not with a view to, or for resale in connection with, any distribution thereof, and it has no present intention of selling or distributing any such securities. Purchaser understands that the Common Stock and Common Stock Warrants (and any shares of Common Stock issued upon exercise of the Common Stock Warrants) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment as expressed herein. All such securities are hereinafter collectively referred to as the "Securities".

6.2 RULE 144. The Purchaser acknowledges that because the Securities have not been registered under the Securities Act, the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. It is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement under certain circumstances.

6.3 NO PUBLIC MARKET. The Purchaser understands that no public market now exists for any of the securities issued by the Corporation and that it is uncertain whether a public market will ever exist for any such securities.

6.4 ACCESS TO DATA. The Purchaser has had an opportunity to discuss the Corporation's business, management and financial affairs with its management and to obtain any additional information necessary or appropriate for deciding whether or not to purchase the Securities.

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6.5 KNOWLEDGE AND EXPERIENCE. Purchaser has such knowledge and experience in financial and business matters, including investments in other start-up companies, that it is capable of evaluating the merits and risks of the investment in the Securities, and it is able to bear the economic risk of such investment. Further, the individual executing this Agreement has such knowledge and experience in financial and business matters that he or she is capable of utilizing the information made available to him or her in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities.

6.6 REQUISITE POWER. The Purchaser has all requisite power and authority necessary to enter into and to carry out the provisions of this Agreement and the transactions contemplated hereby.

6.7 DULY AUTHORIZED. All action on the part of the Purchaser necessary for the purchase of its Securities and the performance of the Purchaser's obligations hereunder has been taken or will be taken prior to the Closing. This Agreement is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws and equitable principles relating to or affecting the enforcement of creditors' rights in general and by general principles of equity.

6.8 ACCREDITED INVESTOR. Purchaser is an "accredited investor" as that term is defined in Regulation D promulgated by the Securities and Exchange Commission. The term "Accredited Investor" under Regulation D refers to:

(a) A person or entity who is a director or executive officer of the Corporation;

(b) Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to
Section 15 of the Exchange Act; insurance Corporation as defined in Section 2(13) of the Securities Act; investment Corporation registered under the Investment Corporation Act of 1940; or a business development Corporation as defined in Section 2(a)(48) of that Act; Small Business Investment Corporation licensed by the U.S. Small Business Administration under Section
301 (c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance Corporation, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000or, if a self-directed plan, with investment decision made solely by persons that are accredited investors;

(c) Any private business development Corporation as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

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(d) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities offered, with total assets in excess of $5,000,000;

(e) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

(f) Any natural person who had an individual income in excess of $200,000 during each of the previous two years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(g) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or

(h) Any entity in which all of the equity owners are accredited investors.

As used in this Section 6.8, the term "net worth" means the excess of total assets over total liabilities. For the purpose of determining a person's net worth, the principal residence owned by an individual should be valued at fair market value, including the cost of improvements, net of current encumbrances. As used in this Section 6.8, "income" means actual economic income, which may differ from adjusted gross income for income tax purposes. Accordingly, the undersigned should consider whether it should add any or all of the following items to its adjusted gross income for income tax purposes in order to reflect more accurately its actual economic income: Any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, and alimony payments.

VII. RESTRICTIONS ON TRANSFER OF SECURITIES.

The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY

11.


REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER
STATE LAW."

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME, NOT TO EXCEED ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST UNDERWRITTEN PUBLIC OFFERING.

In connection with the first underwritten registration of the Corporation's securities, each Purchaser agrees, upon the request of the Corporation and the underwriters managing such underwritten offering of the Corporation's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Common Stock without the prior written consent of the Corporation and such underwriters, as the case may be, for such period of time, not to exceed one hundred eighty
(180) days, from the effective date of such registration as the underwriters may specify. The Corporation and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Corporation and such underwriter.

The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legends above with respect to the transfer of such securities have been met.

VIII. MANAGEMENT SERVICES/OFFICE SPACE.

8.1 MANAGEMENT SERVICES. Commencing on the date of the Initial Closing, the Initial Purchasers (in such capacity, the "Managers") hereby agree to provide management services to the Corporation for the management of the daily operations of the Corporation, including but not limited to those services customarily performed by president of a start-up Internet company with venture financing for a period of time no longer than December 31, 1998 and on the terms and conditions set forth below (the "Management Services"). The Managers together shall devote approximately one full-time "person month" per month or more in the performance of their duties on behalf of the Corporation. The Managers shall perform the Management Services in a first class professional manner, and in no event with less effort or diligence than is customary for start-up companies of this nature. The Management Services and the Corporation's obligation to pay for such services shall automatically terminate prior to December 31, 1998 upon the earlier to occur of (i) termination by the Corporation's Board of Directors with no less than fourteen (14) days' written notice or (ii) the first day of employment of a new Chief Executive Officer to be hired and elected by the Board of Directors (the "Termination Date").

8.2 MANAGEMENT SERVICES FEE; INCENTIVE. The Managers shall receive no fee for providing the Management Services through December 31, 1998 (the "Expiration Date"); provided however, the Managers shall be entitled to receive reimbursement from the Corporation for reasonable and customary documented expenses incurred on behalf of the Corporation. As an incentive to the Managers for the provision of the Management Services from the Date of Closing and for a period of the earlier of (i) sixteen months thereafter; (ii) the Termination Date; or (iii) the date the Management Services cease, the Corporation shall issue beginning on the last

12.


day of each month commencing March, 1998 (each, a "Payment Date") and ending on the Expiration Date to each Manager a non-qualified stock option issued pursuant to the terms and conditions of the Corporation's 1996 Equity Incentive Plan and corresponding Stock Option Agreement (each, a "Stock Option"). Each Stock Option shall have an exercise price per share (the "Exercise Price") equal to 0.25 times the fair market value of the Corporation's Common Stock on the applicable Payment Date as determined by the per share price in the most recent arms-length sale of the Corporation's Common Stock (the "Fair Market Value"). Each Stock Option shall entitle the holder thereof to purchase that number of shares equal to the quotient obtained by dividing $7,500 by the number obtained by subtracting the Exercise Price from the Fair Market Value (the "Option Shares"). All Stock Options shall be fully vested and have a term of five (5) years commencing on the Closing Date. The right to receive Stock Options shall automatically cease on the Termination Date. To reduce administrative costs, the Board of Directors may issue to each Manager an option quarterly rather than monthly for the aggregate Option Shares to which each Manager is entitled herein. Subject to the foregoing, the Common Stock to be issued pursuant to the Stock Options shall be issued pursuant to and under the Corporation's standard Stock Option Agreement adopted by the Board of Directors.

8.3 CONFIDENTIALITY. Managers shall not at any time disclose, publicize, disseminate or examine or copy any of the Corporation's confidential information, including but not limited to, business plans, results of operations, forecasts, financials or any other information related to the Corporation not in the public domain (the "Confidential Information"), nor utilize for its own benefit or for the benefit of any other party any such Confidential Information. Upon request by the Corporation, each Manager customary confidentiality agreement used from time to time by the Corporation for its employees and independent contractors.

8.4 ASSIGNMENT OF MANAGEMENT SERVICES. The Managers may assign their obligations under Section 8.1 and Article X as it pertains to Section 8.1 to Roda provided that (i) Roger Strauch, Dan Miller and Mary Klug perform the Management Services on behalf of Roda in accordance with Section 8.1 and at the Corporation's direction enter into the Corporation's customary confidentiality agreement used from time to time by the Corporation for its employees and independent contractors; and (ii) Roda agrees to comply with Sections 8.1,8.2 and 8.3 of this Article VIII.

8.5 OFFICE SPACE. Beginning on the date of the Initial Closing, Roda shall lease (the "Lease") to the Corporation for a term to expire on December 31, 1998 unless terminated earlier by the Corporation upon at least thirty (30) days' prior written notice (the "Term") approximately 1700 square feet of office space at 918 Parker Street, Berkeley, California 94710 (the "Premises"). The Corporation shall pay to Roda as rent for the Premises not more than $200 per employee of the Corporation per month who are on the Corporation's payroll on the first day of each month during the Term; provided, however, that the Corporation shall pay no less than $1,200 per month and no more than $5,000 per month as rent per month to Roda regardless of the number of the Corporation's employees (the "Rent"). The Lease shall be a gross lease and contain such other terms and conditions as are agreed upon by the parties in the form of Exhibit B attached hereto and incorporated herein by reference.

13.


IX. WARTHEN EMPLOYMENT TERMS. Effective as of the Initial Closing, the Corporation shall employ Warthen to act as the Corporation's full time Executive Vice President and Chief Technical Officer on the following terms and conditions (the "Employment Engagement"):

9.1 SALARY. The Employment Engagement shall provide for an annual salary of $80,000 payable in cash in semimonthly installments of $3,333.33 less applicable state and federal withholding taxes. Warthen shall also receive a grant beginning on the last day of the month on which the Agreement is signed and ending on December 31, 1998 to Warthen of a non-qualified stock option issued pursuant to the terms and conditions of the Corporation's 1996 Equity Incentive Plan and corresponding Stock Option Agreement (each, a "Warthen Option"). Each Warthen Option shall have an exercise price per share (the "Warthen Exercise Price") equal to 0.25 times the fair market value of the Corporation's Common Stock on the applicable Payment Date as determined by the per share price in the most recent arms-length sale of the Corporation's Common Stock (the "Warthen Fair Market Value"). Each Warthen Option shall entitle Warthen to purchase that number of shares equal to the quotient obtained by dividing $3,333.33 by the by the number obtained by subtracting the Warthen Exercise Price from the Warthen Fair Market Value (the "Warthen Option Shares"). All Warthen Options shall be fully vested and have a term of five (5) years commencing on the Closing Date. To reduce administrative costs, the Board of Directors may issue to Warthen an option quarterly rather than monthly for the aggregate Warthen Option Shares to which Warthen is entitled herein. Notwithstanding the foregoing, if the Corporation (i) shows a profit for 2 consecutive months or
(ii) hires a Chief Executive Officer, then Warthen may elect to receive $3,333.33 in cash rather than any later issued Warthen Option. The Warthen Option Shares shall be issued pursuant to and under the Corporation's standard Stock Option Agreement adopted by the Board of Directors.

9.2 REPURCHASE OF STOCK. If Warthen voluntarily terminates his employment with the Corporation prior to the sixth month anniversary of the Initial Closing, then the Corporation shall have the right for up to thirty
(30) days following such voluntary termination to purchase up to two hundred fifty thousand (250,000) shares of Warthen's stock in the Corporation ("Warthen's Stock") at a purchase price of $0.6922 per share (subject to adjustment for stock splits, combinations and the like). If Warthen voluntarily terminates his employment from the Corporation thereafter, then the Corporation shall have the right for up to thirty (30) days following such voluntary termination to purchase up to the number of Warthen Stock that equals the remainder obtained by subtracting from 250,000 the product obtained by multiplying 10,417 times the number of full months that have elapsed since the Initial Closing (i.e. Fifteen months after the Initial Closing, if Warthen voluntarily terminates his employment, then the Corporation could repurchase 93,745 shares
[250 - (10,417 x 15) = 250,000 - 156,255 = 93,745]). If Warthen voluntarily resigns from the Corporation on, or after, the 24th month following the Initial Closing, then the Corporation shall have no right to repurchase from Warthen any Warthen Stock.

X. MISCELLANEOUS.

10.1 REMEDIES. Any Person having any rights under any provision of this Agreement will be entitled to enforce such rights specifically, to recover damages by reason of any breach of

14.


any provision of this Agreement, and to exercise all other rights granted by law, which rights may be exercised cumulatively and not alternatively.

10.2 CONSENT TO AMENDMENTS. Except as otherwise expressly provided herein, the provisions of this Agreement may be amended and the Corporation may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if it has obtained the written consent of Purchasers holding sixty-six and two-thirds percent (66-2/3%) or more of the outstanding shares of Common Stock. No course of dealing between the Corporation and any Purchaser or any delay in exercising any rights hereunder or under the Corporation's Articles of Incorporation will operate as a waiver of any rights of any such Purchaser. Notwithstanding the foregoing, this Section 10.2 shall not be amended without the consent of all Purchasers holding Common Stock.

10.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement for a period of three (3) years after the Initial Closing.

10.4 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

10.5 SEVERABILITY. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

10.6 COUNTERPARTS. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts when taken together shall constitute one and the same Agreement.

10.7 DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

10.8 NOTICES. All notices, demands, consents or other communications required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or upon receipt if sent by first class certified mail, return receipt requested or the next business day if sent by telefax (receipt confirmed and followed up by one of the other delivery methods discussed herein as well), Express Mail, Federal Express or similar service, addressed as follows:

If to Purchasers:       To the Addresses set forth on Schedule 1

With a Copy to:         Wilson Sonsini Goodrich & Rosati
                        650 Page Mill Road
                        Palo Alto, CA 94304
                        Attn: Jeff Saper, Esq.

                          15.

If to the Corporation:  Ask Jeeves, Inc.
                        2131 University Ave.
                        Berkeley, CA 94704

With a Copy to:         Pezzola & Reinke, APC
                        1999 Harrison Street, Suite 1300
                        Oakland, CA 94612
                        Attn: Donald C. Reinke, Esq.

10.9 GOVERNING LAW. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of California applicable to contracts made and to be performed entirely in California.

10.10 SCHEDULES AND EXHIBITS. All schedules and exhibits are an integral part of this Agreement.

10.11 LITIGATION COSTS. If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties therein shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

10.12 FINAL AGREEMENT. This Agreement constitutes the only agreement of the parties concerning the matters herein, and supersedes, merges and renders void all prior written/oral, and/or contemporaneous agreements and understandings related thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the respective Closing dates.

(SIGNATURES FOLLOW ON NEXT PAGE)

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SIGNATURE PAGE TO COMMON STOCK AND
WARRANT TO PURCHASE COMMON STOCK PURCHASE AGREEMENT

ASK JEEVES, INC.
a California corporation

By:     /s/ David Warthen
   -------------------------------------
        David Warthen
        President and CEO

INITIAL PURCHASERS

/s/ Roger Strauch
----------------------------------------
ROGER STRAUCH


/s/ Dan Miller
----------------------------------------
DAN MILLER

WITH RESPECT TO ARTICLES VIII AND X:

THE RODA GROUP VENTURE DEVELOPMENT COMPANY, LLC,
a Delaware limited liability company

By: /s/ Roger Strauch
    -------------------------------------
        (Signature)

Chairman
(Print Name and Title)

WITH RESPECT TO ARTICLES IX AND X:

/s/ David Warthen
----------------------------------------
DAVID WARTHEN

17.


EXHIBIT A
WARRANT

THE SECURITIES REPRESENTED BY OR UNDERLYING THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE. CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AND PURCHASED PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN AUGUST __, 1997 COMMON STOCK AND WARRANT TO PURCHASE COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.

No. Series 97-FIELD(1) FIELD(2) Shares

WARRANT TO PURCHASE COMMON STOCK

ASK JEEVES, INC., a California corporation (the "Corporation"), hereby grants to FIELD(3) (the "Holder"), the right to purchase from the Corporation FIELD(4) shares of the common stock of the Corporation (the "Warrant Shares"), subject to the terms and conditions set forth below. This Warrant is one of a series of Warrants issued in connection with and pursuant to the terms and conditions set forth in a August ___, 1997, Common Stock And Warrant To Purchase Common Stock Purchase Agreement entered into between the original Holder hereof and the Corporation.

1. TERM. This Warrant may be exercised, as set forth in Section 3, at any time through February __, 1998 (the "Exercise Period"), unless extended as provided in the following sentence. For each $250,000 of additional equity financing that the Holder is directly responsible for introducing to the Company, and for which the Company in its sole discretion accepts prior to the expiration of the Exercise Period, the term of this Warrant shall be extended for an additional six month period, but in no event shall such Exercise Period extend beyond August __, 1999.

2. PURCHASE PRICE. The purchase price for each share of the Corporation's common stock purchasable hereunder shall be $_______ (subject to adjustments for stock splits, combinations and the like).

3. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part, but not for less than Ten Thousand (10,000) Warrant Shares (or such lesser number of Warrant Shares as may at the time of exercise constitute the maximum number exercisable) and in excess of 10,000 Warrant Shares in increments of 1,000 Warrant Shares. It is exercisable, subject to the

18.


satisfaction of applicable securities laws, at any time during the Exercise Period by the surrender of the Warrant to the Corporation at its principal office together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, accompanied by payment in full of the amount of the aggregate Exercise Price of the Warrant Shares in immediately available funds.

4. FRACTIONAL INTEREST. The Corporation shall not be required to issue any fractional shares on the exercise of this Warrant.

5. WARRANT CONFERS NO RIGHTS OF SHAREHOLDER. The Holder shall not have any rights as a shareholder of the Corporation with regard to the Warrant Shares prior to actual exercise resulting in the purchase of the Warrant Shares.

6. INVESTMENT REPRESENTATION. Neither this Warrant nor the Warrant Shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as of the date of this Warrant and at the time of exercise (a) he has acquired this Warrant or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view to distribution and such Warrant Shares will not be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may have to be held indefinitely unless they are subsequently registered or qualified under the Securities Act and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be issued to the Holder by the Corporation in connection with the issuance of such Warrant Shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME, NOT TO EXCEED ONE

19.


HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST UNDERWRITTEN PUBLIC OFFERING.

7. RESERVATION OF SHARES. The Corporation agrees at all times during the Exercise Period to have authorized and reserved, for the exclusive purpose of issuance and delivery upon exercise of this Warrant, a sufficient number of shares of its common stock to provide for the exercise of the rights represented hereby.

8. ADJUSTMENT FOR RE-CLASSIFICATION OF CAPITAL STOCK. If the Corporation at any time during the Exercise Period shall, by subdivision, combination or re-classification of securities, change any of the securities to which purchase rights under this Warrant exist under the same or different number of securities of any class or classes, this Warrant shall thereafter entitle the Holder to acquire such number and kind of securities as would have been issuable as a result of such change with respect to the Warrant Shares immediately prior to such subdivision, combination, or re-classification. If shares of the Corporation's common stock are subdivided into a greater number of shares of common stock, the purchase price for the Warrant Shares upon exercise of this Warrant shall be proportionately reduced and the Warrant Shares shall be proportionately increased; and conversely, if shares of the Corporation's common stock are combined into a smaller number of common stock shares, the price shall be proportionately increased, and the Warrant Shares shall be proportionately decreased.

9. PUBLIC OFFERING LOCK-UP. In connection with the first underwritten registration of the Corporation's securities, the Holder agrees, upon the request of the Corporation and the underwriters managing such underwritten offering of the Corporation's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Warrant Shares (other than those included in the registration) without the prior written consent of the Corporation and such underwriters, as the case may be, for such period of time, not to exceed one hundred eighty
(180) days, from the effective date of such registration as the underwriters may specify. The Corporation and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Corporation and such underwriter. The Corporation may also impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said one hundred eighty (180) day period.

10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Corporation of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Corporation will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of this Warrant or stock certificate.

11. ASSIGNMENT. With respect to any offer, sale or other disposition of this Warrant or any underlying securities, the Holder will give written notice to the Corporation prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale or other distribution may be effected without registration or

20.


qualification (under any applicable federal or state law then in effect). Furthermore, no Such transfer shall be made unless the transferee meets the same investor suitability standards set forth in Section 6 of this Warrant. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Corporation, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Warrant or the underlying securities, as the case may be, all in accordance with the terms of the written notice delivered to the Corporation. If a determination has been made pursuant to this Section I 1 that the opinion of counsel for the Holder is not reasonably satisfactory to the Corporation, the Corporation shall so notify the Holder promptly after such determination has been made. Each Warrant thus transferred shall bear the same legends appearing on this Warrant, and underlying securities thus transferred shall bear the legends required by Section 6. The Corporation may issue stop transfer instructions to its transfer agent in connection with such restrictions. Warrants and underlying securities issued upon transfers after the expiration date of the Lock-Up Period shall be issued without the Lock-Up Legend.

12. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of California applicable to contracts between Colorado residents entered into and to be performed entirely within the State of California.

13. AMENDMENTS. Any term of this Warrant may be amended with the written consent of the Company and the holders of warrants representing not less than a majority in interest (50% +) of the shares of Common Stock issuable upon exercise of the outstanding Series 97 Warrants.

14. NOTICES. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified by hand or professional courier service or five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party in the Corporation's records, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties.

15. ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys' fees, costs and disbursements in addition to any other relief to which such party may be entitled.

Dated:  August __, 1997                      ASK JEEVES, INC.


                                             By:
                                                -----------------------------
                                                David Warthen, President & CEO

                                     21.


NOTICE OF EXERCISE

To: ASK JEEVES, INC.

(1) The undersigned hereby elects to purchase _______ shares of Common Stock of Ask Jeeves, Inc., pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2) In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, or for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.

(3) Please issue a certificate representing said shares of Common Stock in the name of the undersigned:

(4) Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned:


(Name)


(Date) (Signature)

22.


SCHEDULE 1

                           DOLLAR           NUMBER OF        CLOSING
  PURCHASER                AMOUNT             SHARES           DATE                   ADDRESS
Roger Strauch             $ 83,334           120,390    8-20-97 Initial Closing

Dan Miller                $ 83,333           120,388    8-20-97 Initial Closing

Roger Strauch             $ 83,333           120,388    Not later than 30 days
                                                        after Initial Closing
                                                        (the "Second Closing")

Dan Miller                $ 83,334           120,390    Not later than 30 days
                                                        after Initial Closing
                                                        (the "Second Closing")

Roger Strauch             $ 83,333           120,388    Not later than 60 days
                                                        after Initial Closing
                                                        (the "Third Closing")

Dan Miller                $ 83,333           120,388    Not later than 60 days
                                                        after Initial Closing
                                                        (the "Third Closing")

23.


Schedule 5 to the Ask Jeeves, Inc. Common Stock and Warrant to Purchase Common Stock Purchase Agreement

The disclosures and exceptions set forth on this Schedule 5 to the Corporation's warranties and representations shall be deemed to qualify all applicable representations and warranties under this Agreement whether or not specifically cross-referenced as pertaining to a specific section, warranty or representation in the Agreement or any other agreement or exhibit referenced therein.

SECTION 5.2 CORPORATE CAPITALIZATION.

OUTSTANDING OPTIONS
David Warthen    8,334
Gary Chevsky    50,000
Rachel Childs   10,000
Fred Davis      20,000
Robert Egan      3,500

SECTION 5.5 PATENTS AND OTHER INTANGIBLE RIGHTS

LIST OF SOFTWARE

ASKJEEVES.EXE
QMATCH.DLL
COMPILER.EXE
VALIDATOR.EXE
PKGEDIT.EXE
CLIENT.EXE

The knowledgebase contained in Jeeves.MDB

LIST OF TRADEMARKS

Notwithstanding the representations and warranties set forth in
Section 5.5 of the Agreement, the Corporation is in the process of registering the trademark "ASK JEEVES" and the trademark identified on Attachment 5.5 to this Schedule 5.

SECTION 5.9 MATERIAL LICENSES, AGREEMENTS, RELATED PARTY AGREEMENTS.

1. Agreement for Ask Jeeves to Purchase Equipment from Desktop Software, dated August 15, 1997.

2. Linguistic System Licensing agreement with Proximity Technology, Inc., dated November 22, 1996, for a term of two years.

24.


3. Nondisclosure And Secrecy Agreement, dated as of March 17, 1997, by and between the Corporation and DynaNet, Inc, a California corporation.

4. Confidential Disclosure Agreement, dated as of April 9, 1997, by and between the Corporation and DynaNet, Inc, a California corporation.

SECTION 5.10 FINANCIAL STATEMENTS.

Statement of Assets, Liabilities and Equity - Income Tax Basis July 31, 1997; Statement of Revenue and Expenses - Income Tax Basis July 31, 1997; Subsidiary Schedules Period Ended July 31, 1997; Compilation Report of Rose Y.C. Huie, Certified Public Accountant, dated August 14, 1997; the General Ledger For Ask Jeeves, Inc. Period Ended July 31, 1997 (the foregoing collectively, the "Financial Statements").

25.


INDEMNITY AGREEMENT

THIS AGREEMENT is made and entered into this ____ day of _________, 1999 by and between ASK JEEVES, INC. a Delaware corporation (the "Corporation"), and ____________ ("Agent").

RECITALS

WHEREAS, Agent performs a valuable service to the Corporation in his/her capacity as _______________ of the Corporation;

WHEREAS, the stockholders of the Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the "Code");

WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons; and

WHEREAS, in order to induce Agent to continue to serve as ______________ of the Corporation, the Corporation has determined and agreed to enter into this Agreement with Agent;

NOW, THEREFORE, in consideration of Agent's continued service as _______________ after the date hereof, the parties hereto agree as follows:

AGREEMENT

1. SERVICES TO THE CORPORATION. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as ______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; PROVIDED, HOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

2. INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment).

1.


3. ADDITIONAL INDEMNITY. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnify Agent:

(a) against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Corporation) to which Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and

(b) otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of the Code and Section 43 of the Bylaws.

4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
Section 3 hereof shall be paid by the Corporation:

(a) on account of any claim against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;

(b) on account of Agent's conduct that was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;

(c) on account of Agent's conduct that constituted a breach of Agent's duty of loyalty to the Corporation or resulted in any personal profit or advantage to which Agent was not legally entitled;

(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;

(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or

(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers

2.


vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

5. CONTINUATION OF INDEMNITY. All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

6. PARTIAL INDEMNIFICATION. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

7. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission to so notify the Corporation will not relieve it from any liability which it may have to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of the commencement thereof:

(a) the Corporation will be entitled to participate therein at its own expense;

(b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporation to Agent of its election to assume the defense thereof, the Corporation will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Agent unless
(i) the employment of counsel by Agent has been authorized by the Corporation,
(ii) Agent shall have reasonably concluded that there may be a conflict of interest between the Corporation and Agent in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent's separate counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which Agent shall have made the conclusion provided for in clause (ii) above; and

3.


(c) the Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent's written consent, which may be given or withheld in Agent's sole discretion.

8. EXPENSES. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by Agent in connection with such proceeding upon receipt of an undertaking by or on behalf of Agent to repay said amounts if it shall be determined ultimately that Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the Code or otherwise.

9. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the limitations set forth in Section 4 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors or its stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise.

10. SUBROGATION. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights.

11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Corporation's Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.

12. SURVIVAL OF RIGHTS.

(a) The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or other agent of the Corporation or to serve at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of Agent's heirs, executors and administrators.

4.


(b) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

13. SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Corporation shall nevertheless indemnify Agent to the fullest extent provided by the Bylaws, the Code or any other applicable law.

14. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.

15. AMENDMENT AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

16. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

17. HEADINGS. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

18. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
(i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:

(a) If to Agent, at the address indicated on the signature page hereof.

(b) If to the Corporation, to

Ask Jeeves, Inc.
918 Parker Street
Berkeley, CA 94708

or to such other address as may have been furnished to Agent by the Corporation.

5.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

ASK JEEVES, INC.

By:

Title:

AGENT


Address:



6.


EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Selected Financial Data" and "Experts" and to the use of our report dated March 10, 1999, except for Note 7, as to which the date is April , 1999, in Amendment No. 1 to the Registration Statement (Form S-1) and related Prospectus of Ask Jeeves, Inc. for the registration of of its common stock.

Walnut Creek, California
April 29, 1999


The foregoing consent is in the form that will be signed upon the completion of the reincorporation in Delaware and 1 for 2 reverse stock split as described in Note 7 to the financial statements.

                                          /s/ ERNST & YOUNG LLP


Walnut Creek, California
May 10, 1999