RECITALS

1
EXHIBIT 10.01

EXECUTION COPY

INFORMATION SERVICES AGREEMENT

This Information Services Agreement ("Agreement") is entered into as of July
21, 1998 (the "Effective Date"), by and between Inktomi Corporation, a Delaware
corporation with its principal place of business at 0000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx, 00000 ("Inktomi") and Internet Century, Inc.,
a Nevada corporation with its principal place of business at 0000 X. Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, XX, 00000 ("Customer").

RECITALS

A. Inktomi provides services utilizing certain technology for searching
and indexing the Internet (the "Inktomi Search Engine," as more fully defined
below).

B. Customer wishes Inktomi to provide search engine services using the
Inktomi Search Engine in accordance with the terms and conditions of this
Agreement.

AGREEMENT

In consideration of the foregoing and the mutual promises contained herein
the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms will
have the indicated meanings:

1.1. "Database" means Inktomi's full text index database of Web pages
accessible by end users of the Site at any given time.

1.2. "Initial Search Page" means the first Web page, accessible on the
Site, which enables end-users of the Site to initiate and send search queries to
the Inktomi Search Engine.

1.3. "Inktomi Data Protocol" means the written specification on how an
Interface communicates and interacts with the Inktomi Search Engine.

1.4. "Inktomi Search Engine" means Inktomi's current Search Engine as
of the Effective Date, inclusive of the Database, as the same may be (i) updated
as provided on Exhibit A and (ii) otherwise updated, upgraded, modified,
changed, or enhanced by Inktomi from time to time at its sole discretion. The
Inktomi Search Engine does not and will not include features, options and
modules developed and customized specifically for third parties and provided to
such third parties on an exclusive basis, or features, options, modules and
future products which Inktomi licenses or provides separately.

1.5. "Inktomi Technology" means the Inktomi Search Engine, the Inktomi
Data Protocol, the Interface Construction Tools and all other computer
software, technology and/or documentation which is supplied by Inktomi for use
in or in connection with delivery of the Services, including without limitation
all source code and object code therefor and all algorithms, ideas and
Intellectual Property Rights therein.

1.6. "Intellectual Property Rights" means any and all rights existing
from time to time under patent law, copyright law, semiconductor chip protection
law, moral rights law, trade secret law, trademark law, unfair competition law,
publicity rights law, privacy rights law, and any and all other proprietary
rights, and any and all applications, renewals, extensions and restorations
thereof, now or hereafter in force and effect worldwide.

1.7. "Interface" means the editorial and graphical content and design
of the Web pages served to end users of the Site, including without limitation
the Initial Search Page, all Results Pages, instruction pages, frequently asked
questions pages and any Site end user terms and guidelines.

1.8. "Interface Construction Tools" means all software tools, if any,
in object code form, provided by Inktomi to assist Customer to build the
Interface to the Inktomi Search Engine, including without limitation Inktomi's
application server currently known as Forge.

1.9. "Results Pages" means all Web pages displaying search results
presented to end-users directly as a result of accessing the query mechanisms of
the Inktomi Search Engine or indirectly through a cache controlled or influenced
by Customer.

1.10. A "Results Set" means a set of results consisting of between zero
and one hundred records presented to an end user of the Customer online service
(either directly from the Inktomi Search Engine or indirectly through a cache
controlled or influenced by Customer) in response to a search query.

1.11. "Search Engine" means computer software which crawls the
Internet, downloads and analyzes text and other data, sorts and organizes the
data, creates an index of accessible data, and, after receiving a particular
search request (in the form of a word query), locates material accessible in the
database, and presents the results of the search.

1.12. "Site" means a single Web site established and maintained by
Customer through which end-users may access the Inktomi Search Engine and run
searches against the Database.

1.13. "Services" means the Internet search engine services to be
provided by Inktomi for Customer under this Agreement, as more fully described
on Exhibit A.

1.14. "Term" shall have the meaning indicated in Section 10.

1.15. "Web" means the so-called World Wide Web, containing, inter alia,
pages written in hypertext markup language (HTML) and/or any similar successor
technology.

1.16. "Web page" means a document on the Internet which may be viewed
in its entirety without leaving the applicable distinct URL address.

1.17. "Web site" means a collection of inter-related Web pages.

2. Provision of Services; Site Implementation.

2.1. Services and Site Implementation. Subject to the terms and
conditions of this Agreement, Inktomi shall provide the Services to Customer for
use in the Site, such services to be provided substantially in accordance with
the functionality specifications, performance criteria and limitations specified
on Exhibit A. Inktomi, at its own expense, shall provide all data transmission
capacity (bandwidth), disk storage, server capacity and other hardware and
software required to run the Inktomi Search Engine and maintain the Database.
Customer, at its own expense, shall create the Interface to the Inktomi Search
Engine for the Site, and shall provide all disk storage, server capacity and
other hardware and software required to run and maintain the Site and the
Interface, and to serve advertisements on the Interface. Inktomi shall provide
reasonable assistance (through telephone, e-mail, the Web, or fax) to Customer
during regular business hours regarding development of the Interface and
integration of the same with the Inktomi Search Engine. Customer, at its own
expense, shall provide all data transmission capacity (bandwidth) required to
connect to and receive information from the Inktomi Search Engine. Customer may
only provide search services based the Services to end users of the Site, and
shall have no right to distribute or resell or provide services based on the
Services to other service providers.

2.2. Test Cluster. During the development period for the Interface,
Customer shall only have access through the Inktomi Data Protocol to a
non-production version of the Inktomi Search Engine (the "Test Cluster"). Upon
completion of the Interface and all desired testing against the Test Cluster,
Customer shall present the Interface to Inktomi for review and testing against
the production version of the Inktomi Search Engine. Inktomi shall promptly
notify Customer of any problems or issues discovered by Inktomi regarding the
Interface. Once cleared by Inktomi, Inktomi shall provide access to Customer to
the production version of the Inktomi Search Engine. Customer may run reasonable
tests against the Test Cluster and the production version of the Inktomi Search
Engine, provided however that Customer may not conduct any load testing (prior
to commercial launch of its search service) without the prior consent of
Inktomi. Load testing as used herein means the generation and delivery of more
than five queries per second.

2.3. Inktomi Data Protocol. Promptly following execution of this
Agreement, Inktomi shall provide the Inktomi Data Protocol and the Interface
Construction Tools to Customer. Inktomi grants to Customer a nontransferable,
nonexclusive license during the Term to use the Inktomi Data Protocol and the
Interface Construction Tools solely to create and maintain the Interface to the
Inktomi Search Engine for the Site.

2.4. Other Services. Upon request, and provided that Customer is
current with service fees due under this Agreement, Inktomi may provide
additional services beyond the services set forth herein. Any such additional
service shall be mutually agreed by the parties and set forth in written work
authorizations signed by both parties, shall be provided at Inktomi's then
applicable consulting rates and charges, and shall be deemed rendered pursuant
to and in accordance with the terms of this Agreement. Work authorizations
issued under this Agreement shall be sequentially numbered.

2.5. Inktomi Technology. As between Customer and Inktomi, Customer
acknowledges that Inktomi owns all right, title and interest in and to the
Inktomi Technology (except for any software licensed by third parties to
Inktomi), and that Customer shall not acquire any right, title, and interest in
or to the Inktomi Technology, except as expressly set forth in this Agreement.
Customer shall not modify, adapt, translate, prepare derivative works from,
decompile, reverse engineer, disassemble or otherwise attempt to derive source
code from any Inktomi software or documentation. Customer will not remove,
obscure, or alter Inktomi's copyright notice, trademarks, or other proprietary
rights notices affixed to or contained within any Inktomi software or
documentation.

2.6. Interface. As between Inktomi and Customer, Inktomi acknowledges
that Customer owns all right, title and interest, including without limitation
all Intellectual Property Rights, in and to the Interface (except for any
software licensed by third parties to Customer and except for editorial content
regarding the use and functionality of the Inktomi Search Engine provided by
Inktomi to Customer for incorporation into the Site, which content shall be and
remain Inktomi Technology), and that Inktomi shall not acquire any right, title
or interest in or to the Interface, except as expressly set forth in this
Agreement.

2.7. Nonexclusive Services. Customer understands that Inktomi will
provide the Services on a nonexclusive basis. Customer acknowledges that Inktomi
has customized and provided, and will continue to customize and provide, its
software and technology to other parties for use in connection with a variety of
applications, including search engine applications. Nothing in this Agreement
will be deemed to limit or restrict Inktomi from customizing and providing its
software and technology to other parties for any purpose, including in
connection with search engine applications, or in any way affect the rights
granted to such other parties. Inktomi reserves the right to notify other
customers of the signing of this Agreement, but agrees not to provide such
notice earlier than two weeks before a public announcement by Customer of its
business relationship with Inktomi or two weeks before commercial launch of its
search service, whichever is later.

3. Attribution; Trademark License; House Ads.

3.1. Attribution. The Initial Search Page and all Results Pages shall
conspicuously display an icon to be provided by Inktomi (the "Inktomi Icon")
that indicates that Inktomi's technology is being used. The Inktomi Icon shall
measure at least 50 x 160 pixels and shall provide a link to Inktomi's Web site
located at xxx.xxxxxxx.xxx. The Inktomi Icon shall

be visible "above the fold" (that is, visible when the applicable Web page is
loaded by a browser displaying an active region of 650x320 pixels).

3.2. Trademark License. Inktomi hereby grants Customer a
nontransferable, nonexclusive license under Inktomi's trademarks during the Term
to display the Inktomi Icon on the Site. Customer hereby grants to Inktomi a
nontransferable, nonexclusive license under Customer's trademarks during the
Term to advertise that Customer is using Inktomi's services. Each party will
submit all materials of any kind containing the other party's trademarks to the
other party before release to the public for inspection, and such other party
will have the right to approve such material prior to its distribution. Except
as set forth in this Section, nothing in this Agreement shall grant or shall be
deemed to grant to one party any right, title or interest in or to the other
party's trademarks. All use of Customer trademarks by Inktomi shall inure to the
benefit of Customer, and all use of Inktomi trademarks by Customer shall inure
to the benefit of Inktomi. At no time during or after the term of this Agreement
shall one party challenge or assist others to challenge the trademarks of the
other party (except to the extent such restriction is prohibited by applicable
law) or the registration thereof or attempt to register any trademarks, marks or
trade names confusingly similar to those of the other party.

3.3. House Ads. To the extent there is unsold advertising inventory on
the Site during the Term, Inktomi may run advertisements on the Site on a
rotating basis (or, if available, based on key words), provided however that
Inktomi may not use more than ten percent (10%) of the unsold Site inventory in
any one month without Customer's prior approval. Any such unpaid house ads
delivered to Customer on behalf of Inktomi shall be subject to Customer's
standard online advertising terms and conditions.

4. Warranties and Disclaimer.

4.1. Inktomi Warranties. Inktomi warrants that (i) it has full power
and authority to enter into this Agreement, (ii) it has not previously and will
not grant any rights in the Inktomi Technology to any third party that are
inconsistent with the rights granted to Customer hereunder, and (iii) throughout
the Term, the Inktomi Technology and the Services provided for Customer shall be
free of material errors and defects and shall perform substantially in
accordance with the performance criteria set forth on Exhibit A. Inktomi does
not warrant that the Services will meet all of Customer's requirements or that
performance of the Services will be uninterrupted or error-free. INKTOMI MAKES
NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE, AND NONINFRINGEMENT.

4.2. Inktomi Obligations. Inktomi's sole obligation under the foregoing
warranties is to use its reasonable best efforts to correct any portion of the
Inktomi Technology or its business practices that does not meet the foregoing
warranties within a reasonable period of time, and if Inktomi fails to do so,
then Customer shall have the right to immediately terminate this Agreement and
receive as a sole remedy a refund of all amounts paid by Customer applicable to
Services to be rendered following the date of such termination.

4.3. Customer Warranties. Customer warrants that (i) has full power and
authority to enter into this Agreement, (ii) it will seek all necessary
governmental approvals required to effectuate this Agreement, and (iii) it shall
perform the online services provided by Customer through the Site in accordance
with all federal, state and local laws, including all professional registration
requirements related thereto. CUSTOMER MAKES NO OTHER WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND
NONINFRINIGEMENT.

5. End-User Support. Customer, at its own expense shall provide first
level customer support services to end-users of the Site. Inktomi, at its own
expense, shall provide second level technical support services to Customer
regarding the operation of the Inktomi Search Engine. Such support services will
be provided as set forth on Exhibit B.

6. Payments.

6.1. Service Fees. Customer shall pay Inktomi service fees in the
amount and on terms specified on Exhibit C attached hereto. In addition,
Customer shall grant Inktomi a fully vested option exercisable for a period of
three years from the Effective Date to purchase shares of the Common Stock of
Customer. The option shall be in standard venture capital form and shall contain
a net exercise feature and customary representations and warranties of the
parties. Customer shall issue the option to Inktomi within thirty (30) days
following the Effective Date. Inktomi and Customer shall confer in good faith
promptly following the Effective Date to determine the total number of shares
subject to the option and the exercise price per share under the option.

6.2. Records. Customer shall keep complete and accurate records
pertaining to the number of Results Sets served from a cache controlled or
maintained by Customer. Such records shall be maintained for a two-year period
following the year in which any payments pertaining to such revenue were due.
Inktomi shall have the right to examine Customer's records from time to time but
no more than once every six (6) months to determine the correctness of any
payment made under this Agreement. Such examination shall be conducted at
reasonable times during Customer's normal business hours and upon at least ten
(10) business days' advance notice and in a manner so as not to interfere
unreasonably with the conduct of Customer's business. If any such examination
indicates that Customer has underpaid by more than five percent (5%) of the
aggregate payments due for the period subject to such examination, Customer
shall reimburse Inktomi for reasonable costs of such examination.

6.3. Taxes. Customer shall be responsible for all sales taxes and other
similar taxes imposed by any federal, state or local governmental entity on the
transactions contemplated by this Agreement, excluding taxes based upon
Inktomi's net income. When Inktomi has the legal obligation to pay or collect
such taxes, the appropriate amount shall be invoiced to and paid by Customer
unless Customer provides Inktomi with a valid tax exemption certificate
authorized by the appropriate taxing authority.

6.4. Payment. All fees quoted and payments made hereunder shall be in
U.S. Dollars. Customer shall pay all amounts due under this Agreement to
Inktomi at the address indicated at the beginning of this Agreement or such
other location as Inktomi designated in writing.

7. Confidentiality.

7.1. Definition of Confidential Information. All information and
documents disclosed or produced by either party in the course of this Agreement
which are disclosed in written form and identified by a marking thereon as
proprietary, or oral information which is defined at the time of disclosure and
confirmed in writing within ten (10) business days of its disclosure, shall be
deemed the "Confidential Information" of the disclosing party. Notwithstanding
the above, the parties agree that any information (in any form, whether in
tangible or intangible) relating to the Inktomi Search Engine, the Inktomi
Technology, the Inktomi Data Protocol, the Interface Construction Tools is
considered Confidential Information of Inktomi.

7.2. Treatment of Confidential Information. Each party agrees to
protect the other party's Confidential Information in the same manner as such
party protects its own Confidential Information of substantially similar
proprietary value, but in no case less than reasonable care. Each party agrees
that it will use the Confidential Information of the other party only for the
purposes of this Agreement and that it will not divulge, transfer, sell,
license, lease, or otherwise disclose or release any such information or
documents to third parties, with the exception of (i) its employees or
subcontractors who require access to such for purposes of carrying out such
party's obligation hereunder and (ii) persons who are employed as auditors by a
public accounting firm or by a federal or state agency. Each party will use
reasonable efforts to advise any person obtaining Confidential Information that
such information is proprietary and to obtain a written agreement obligating
such person to maintain the confidentiality of any Confidential Information
belonging to the party or its suppliers.

7.3. No Other Confidential Information. Neither party shall have any
obligation under this Section 7 for information of the other party which the
receiving party can substantiate with documentary evidence that has been or is
(i) developed by the receiving party independently and without the benefit of
information disclosed hereunder by the disclosing party; (ii) lawfully obtained
by the receiving party from a third party without restriction and without breach
of this Agreement; (iii) publicly available without breach of this Agreement;
(iv) disclosed without restriction by the disclosing party to a third party; or
(v) known to the receiving party prior to its receipt from the disclosing party.

8. Indemnification.

8.1. Inktomi Indemnification. Inktomi shall defend and/or settle, and
pay damages awarded pursuant to, any third party claim brought against Customer
alleging the Inktomi Search Engine improperly includes any third party
copyrighted subject matter, third

party patented subject matter or third party trade secrets; provided that
Customer promptly notifies Inktomi in writing of any such claim and promptly
tenders the control of the defense and settlement of any such claim to Inktomi
at Inktomi's expense and with Inktomi's choice of counsel. Customer shall
cooperate with Inktomi, at Inktomi's expense, in defending or settling such
claim and Customer may join in defense with counsel of its choice at its own
expense. Inktomi shall not reimburse Customer for any expenses incurred by
Customer without the prior written approval of Inktomi.

8.2. Customer Indemnification. Customer shall defend and/or settle, and
pay damages awarded pursuant to, any third party claim brought against Inktomi
(i) related to the services provided by Customer through the Site or
representations, claims or statements pertaining thereto, and (ii) which, if
true, would constitute a breach of any warranty, representation or covenant made
by Customer under Section 4.3 of this Agreement; provided that Inktomi promptly
notifies Customer in writing of any such claim and promptly tenders the control
of the defense and settlement of any such claim to Customer at Customer's
expense and with Customer's choice of counsel. Inktomi shall cooperate with
Customer, at Customer's expense, in defending or settling such claim and
Inktomi may join in defense with counsel of its choice at its own expense.
Customer shall not reimburse Inktomi for any expenses incurred by Inktomi
without the prior written approval of Customer.

9. Limitation of Liability. EXCEPT FOR AMOUNTS INKTOMI MAY BE REQUIRED TO
PAY UNDER SECTION 8.1 ABOVE, IN NO EVENT WILL THE LIABILITY OF INKTOMI AND ITS
LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT
INKTOMI HAS ACTUALLY RECEIVED FROM CUSTOMER UNDER THIS AGREEMENT. INKTOMI AND
ITS LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER
CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT,
PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT IT WAS
OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10. Term and Termination.

10.1. Term. The term of this Agreement (the "Term") shall commence on
the Effective Date and shall continue in force for a period of three years
thereafter, unless earlier terminated as provided herein.

10.2. Termination for Breach. Either party may suspend performance
and/or terminate this Agreement if the other party materially breaches any term
or condition of this Agreement and fails to cure that breach within thirty (30)
days after receiving written notice of the breach.

10.3. Termination due to Warranty. Customer may terminate this
Agreement in accordance with the provisions of Section 4.2.

10.4. Termination due to Insolvency. Either party may suspend
performance and/or terminate this Agreement if the other party becomes insolvent
or makes any assignment for the benefit of creditors or similar transfer
evidencing insolvency, or suffers or permits the commencement of any form of
insolvency or receivership proceeding, or has any petition under bankruptcy law
filed against it, which petition is not dismissed within sixty (60) days of such
filing, or has a trustee or receiver appointed for its business or assets or any
party thereof.

10.5. Effect of Termination. Upon the termination of this Agreement for
any reason (i) all license rights granted herein shall terminate, (ii) Customer
shall immediately pay to Inktomi all amounts due and outstanding as of the date
of such termination and (iii) each party shall return to the other party, or
destroy and certify the destruction of, all Confidential Information of the
other party.

10.6. Survival. In the event of any termination or expiration of this
Agreement for any reason, Sections 1, 2.5, 2.6, 4, 6, 7, 8, 9, 10 and 11 shall
survive termination. Neither party shall be liable to the other party for
damages of any sort resulting solely from terminating this Agreement in
accordance with its terms.

10.7. Remedies. Each party acknowledges that its breach of the
confidentiality or service/license restrictions contained herein may cause
irreparable harm to the other party, the extent of which would be difficult to
ascertain. Accordingly, each party agrees that, in addition to any other
remedies to which the other party may be legally entitled, such party shall have
the right to seek immediately injunctive relief in the event of a breach of such
sections by the other party or any of its officers, employees, consultants or
other agents.

11. Miscellaneous.

11.1. Capacity. Each party warrants that it has full power to enter
into and perform this Agreement, and the person signing this Agreement on either
party's behalf has been duly authorized and empowered to enter in such
agreement. Each party further acknowledges that it has read this Agreement,
understands it and agrees to be bound by it. Each party acknowledges that such
party has not been induced to enter into such agreements by any representations
or statements, oral or written, not expressly contained herein or expressly
incorporated by reference.

11.2. Notice. Any notice required for or permitted by this Agreement
shall be in writing and shall be delivered as follows with notice deemed given
as indicated: (i) by personal delivery when delivered personally, (ii) by
overnight courier upon written verification of receipt, (iii) by telecopy or
facsimile transmission when confirmed by telecopier or facsimile transmission
report, or (iv) by certified or registered mail, return receipt requested, upon
verification of receipt. All notices must be sent to the addresses first
described above or to such

other address that the receiving party may have provided for the purpose of
notice in accordance with this Section.

11.3. Assignment. Neither party may assign its rights or delegate its
obligations under this Agreement without the other party's prior written
consent, except to the surviving entity in a merger or consolidation in which it
participates or to a purchaser of all or substantially all of its assets, so
long as such surviving entity or purchaser shall expressly assume in writing the
performance of all of the terms of this Agreement.

11.4. No Third Party Beneficiaries. All rights and obligations of the
parties hereunder are personal to them. This Agreement is not intended to
benefit, nor shall it be deemed to give rise to, any rights in any third party.

11.5. Governing Law. This Agreement will be governed and construed, to
the extent applicable, in accordance with United States law, and otherwise, in
accordance with California law, without regard to conflict of law principles.
Any dispute or claim arising out of or in connection with this Agreement shall
be finally settled by binding arbitration in San Mateo County, California under
the Commercial Rules of the American Arbitration Association by one arbitrator
appointed in accordance with said rules. Judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.

11.6. Independent Contractors. The parties are independent contractors.
Neither party shall be deemed to be an employee, agent, partner or legal
representative of the other for any purpose and neither shall have any right,
power or authority to create any obligation or responsibility on behalf of the
other.

11.7. Force Majeure. Neither party shall be liable hereunder by reason
of any failure or delay in the performance of its obligations hereunder (except
for the payment of money) on account of strikes, shortages, riots, insurrection,
fires, flood, storm, explosions, earthquakes, telecommunications outages, acts
of God, war, governmental action, or any other cause which is beyond the
reasonable control of such party.

11.8. Compliance with Law. Each party shall be responsible for
compliance with all applicable laws, rules and regulations, if any, related to
the performance of its obligations under this Agreement.

11.9. Waiver. The failure of either party to require performance by the
other party of any provision shall not affect the full right to require such
performance at any time thereafter; nor shall the waiver by either party of a
breach of any provision hereof be taken or held to be a waiver of the provision
itself.

11.10. Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be contrary to law, such provision shall be
changed and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law and the remaining provisions of
this Agreement shall remain in full force and effect.

11.11. Headings. The section headings appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit, construe
or describe the scope or extent of such paragraph, or in any way affect such
agreements.

11.12. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which will be considered an original, but all
of which together will constitute one and the same instrument.

11.13. Entire Agreement. This Agreement, and the Exhibits hereto,
constitute the entire agreement between the parties with respect to the subject
matter hereof. This Agreement supersedes, and the terms of this Agreement
govern, any other prior or collateral agreements with respect to the subject
matter hereof. Any amendments to this Agreement must be in writing and executed
by an officer of the parties.

IN WITNESS WHEREOF, the parties have caused this Information Services
Agreement to be signed by their duly authorized representatives.

CUSTOMER INKTOMI CORPORATION

By: /s/ XXXXXXX XXXXXXXX By: /s/ XXXXX XXXXXXXX
---------------------------- -----------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx
--------------------------- ---------------------------
Title: Chief Financial Officer Title: CFO
-------------------------- --------------------------

EXHIBIT A

SERVICES

Basic Services:

Inktomi will use the Inktomi Search Engine to crawl the Internet,
download and analyze text and other data, sort and organize the data, create an
index of accessible data, and, after receiving a particular search request from
an end user (in the form of a word query), locate material accessible in the
Database, and present the results of the search to the end user. The
functionality specifications and performance criteria applicable to such
services are as follows:

Functionality specifications:

Inktomi will operate the Inktomi Search Engine so as to enable end users of
the Site to run queries against the Database with the following functionality.
Implementation of any of the following features will be at the discretion of the
Customer.

o Inktomi will provide a minimum 54 million document searchable Web index
for all queries and will provide a minimum 110 million document
searchable Web index database that may be accessed by up to 20% of daily
queries

o Ability to search by keyword, file type, domain (up to three levels),
document title, modification dates, document contents, depth and
metaword

o Ability to search by full text and phrase, and search with Boolean
operators (including AND, NOT and OR)

o Search on included object, covering the following objects: Acrobat,
Java applets, active x controls, audio, plugins, Flash, form, frame,
image, script, Shockwave, table, video and vrml

o Search on included file type, by file extension

o Search on specific script language, covering Javascript and Vbscript

o Limit search to pages containing links to a specified domain

o Limit search to words in the HTML "title" field

o Grammatical stemming

o Search by language

o Case sensitivity support

o Pornography filtration

o Ability to selectively control the size of each Results Set (0-10
records, 11-20 records, 21-30 records, 31-50 records, 51-75 records,
76-100 records)

Performance Criteria

o Size of Database - Minimum 54 million documents for all queries
and a minimum of 110 documents that may be
accessed for up to 20% of daily queries

o Database Freshness - Objective is minimum 17 updates per year
(approximately every 3 weeks, may vary
depending on operational circumstances)

o Uptime/Downtime - Minimum 99% uptime (1% downtime) over monthly
windows. Downtime = any 1 minute period in
which Inktomi Technology processes no requests.

o Query/Response Speed - Average speed <= 750 milliseconds

Once a month, Inktomi will provide standard crawl and uptime reports to
Customer.

EXHIBIT B

SUPPORT GUIDELINES

1. DEFINITIONS.

(a) Hours of Operation. Inktomi Technical Support Hours of Operation are
Monday to Friday 9:00 a.m. - 5:00 p.m. Pacific Time. Inktomi may, at
its reasonable discretion, change the Hours of Operation with
reasonable notice to Customer.

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

(c) Severe Problem. Any error, bug, or malfunction that causes the
Inktomi Search Engine to become inaccessible to Customer and its
Site end users, or that causes any feature of the Inktomi Search
Engine to become continuously unavailable.

(d) Enhancement Request. A request by Customer to incorporate a new
feature or enhance an existing feature of the Inktomi Search Engine.

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

2. Contact points.

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

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

3. Support procedures.

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

(b) If Customer believes it is reporting a Severe Problem, Customer will
accompany its email request with a page via the Support Pager.

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

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

4. Support levels.

(a) Customer will provide technical support to end users of the Sites
who email or otherwise contact Customer directly with questions
about the Sites. Customer will use its commercially reasonable
efforts to Fix any Problems without escalation to Inktomi.

(b) Inktomi will provide the following technical support solely to
Customer Technical Support Personnel:

================================================================================================
RECEIPT OF TYPE OF EMAIL TARGET RESPONSE TARGET FIX TIME AND REPORTING
EMAIL REQUEST REQUEST TIME FROM
EMAIL RECEIPT
------------------------------------------------------------------------------------------------

During Hours Problem Within one Commercially reasonable best efforts
of Operation business day with weekly status reports to Customer
or other times
------------------------------------------------------------------------------------------------
During Hours Severe Within two Commercially reasonable best efforts
of Operation Problem hours with daily status reports to Customer
------------------------------------------------------------------------------------------------
During other Severe Within four Commercially reasonable best efforts
times Problem hours with daily status reports to Customer
------------------------------------------------------------------------------------------------
During Hours Enhancement Within five At Inktomi's discretion
of Operation Requests business days
or others
times
================================================================================================

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

Xxx Xxxx - Director of Technical Operations
Xxxx Xxxxxxxxx - General Manager, Search Business Unit
Xxxx Xxxxxx - Vice President Marketing
Xxxx Xxxxxxxxxxxx - CEO

EXHIBIT C

SERVICES

Customer shall pay Inktomi monthly service fees equal to the Total Results
Sets Served charge for such month. The Total Results Sets Served charge for each
month equals:

(1) the total number of Results Sets served during the month divided by the
total number of days in such month ("Average Daily Results Sets
Served"),

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

For the first 1 million Average Daily
Results Sets Served $0.0044 per Results Sets Served
For the next 2 million Average Daily
Results Sets Served $0.00418 per Results Sets Served
For the next 4 million Average Daily
Results Sets Served $0.00396 per Results Sets Served
For the next 8 million Average Daily
Results Sets Served $0.00374 per Results Sets Served
For the next 16 million Average Daily
Results Sets Served $0.00352 per Results Sets Served
For all subsequent Average Daily
Results Served $0.0033 per Results Sets Served,

(3) multiplied by the total number of days in such month,

(4) plus an amount for each Results Sets served during the month containing
more than ten records as follows:

Size of Results Set Incremental pricing
------------------- -------------------

11-20 records $0.00022 per Results Set served (5%)
21-30 records $0.00055 per Results Set served (12.5%)
31-50 records $0.00132 per Results Set served (30%)
51-75 records $0.00264 per Results Set served (60%)
76-100 records $0.0044 per Results Set served (100%)

Monthly service fees shall be paid in arrears within thirty (30) calendar
days following the end of each month.

The total service fees payable by Customer shall not be less than $250,000
per year. For the first year under the Agreement, this minimum shall be paid as
follows: $40,000 shall be paid on October 1, 1998, $60,000 shall be paid on
January 31, 1999, $75,000 shall be paid on April 30, 1999

and $75,000 shall be paid on July 31, 1999. For subsequent years, the annual
minimum shall be paid in four equal installments of $62,500 on October 31,
January 31, April 30 and July 31. All such minimum payments shall be credited
against monthly service fees otherwise due and payable.

The service fees set forth above are for all services provided by Inktomi as
set forth on Exhibit A. In the event Inktomi and Customer mutually agree to
modify the specifications on Exhibit A (include without limitation the size of
the available database), additional charges may apply.

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