RECITALS

DISTRIBUTION AGREEMENT

This Distribution Agreement ("Agreement") is entered into as of May 14,
1999 (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 xxxxxxxx.xxx, Inc., a
Delaware corporation with its principal place of business at 000 Xxxxxxxx
Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx, 00000 ("Powerize").

RECITALS

A. Powerize offers its customers an advanced index and database of
business oriented content that can be searched and retrieved by its customers.

B. Inktomi provides search engine services to Web site customers
utilizing certain technology for indexing and searching the Web.

C. Powerize and Inktomi on the same date herewith entered into an
Information Services Agreement pursuant to which Powerize has retained Inktomi
to host its index on a dedicated search cluster.

D. Powerize and Inktomi desire to work together to solicit Inktomi
customers to become subscribers to the Powerize services.

NOW THEREFORE, in consideration of the foregoing and the mutual promises
contained herein the parties agree as follows:

AGREEMENT

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

1.1. "Information Services Agreement" means the Information Services
Agreement executed by and between Inktomi and Powerize dated May 14, 1999.

1.2. "Inktomi Customers" means all current and future search engine and
directory engine customers of Inktomi.

1.3. "Inktomi Data Center" means a location housing an Inktomi search
or directory engine.

1.4. "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.

CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.

1.5. "Powerize Database" means the compilation of business content that
is owned or licensed by Powerize.

1.6. "Powerize Dedicated Search Cluster" means the dedicated search
cluster service provided by Inktomi to Powerize in connection with the
Information Services Agreement that stores the Title Database.

1.7. "Powerize Data Engine" means the system of computer hardware and
software operated by Powerize that processes queries from the Title Database and
Powerize Database and produces the appropriate business information requested
from its users.

1.8. "Powerize Service" means the service of providing users the
ability to search and retrieve documents from the Title Database and the
Powerize Database as described on Exhibit A.

1.9. "Powerize Technology" means the Title Database, the Powerize
Database and the Powerize Data Engine and all other computer software,
technology and/or documentation supplied by Powerize in connection with this
Agreement, including without limitation all source code and object code therefor
and all algorithms, ideas and Intellectual Property Rights therein.

1.10. "Subscriber" means a person or entity that: (i) concurrently with
becoming an Inktomi Customer; or (ii) is or subsequently becomes an Inktomi
Customer that, becomes a subscriber of the Powerize Service.

1.11. "Term" shall have the meaning indicated in Article 9.

1.12. "Title Database" means the compilation of titles, URLs and
synopses of the business content contained in the Powerize Database that
includes pointers to the applicable content in the Powerize Database.

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

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

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

2. Offering/Promotion/Training and Support.
---------------------------------------

2.1. Offering. Powerize grants Inktomi a non-transferable,
non-exclusive worldwide license for Inktomi and/or Subscribers and their users
the ability to search, retrieve data from the Title Database using Inktomi
Technology and display such results on a Web page.

2.2. Promotion. Inktomi shall use reasonable commercial efforts to
promote and market the Powerize Service to Inktomi Customers to encourage
Inktomi Customers to become Subscribers. Powerize acknowledges that nothing in
this Agreement shall constitute a promise, warranty or guarantee that Inktomi
will be able to convince any Inktomi Customers to become Subscribers.

2.3. Training and Support. Powerize shall, at its own expense, provide
Inktomi any and all assistance in connection with the promotion of the Powerize
Service which shall include: (i) providing Inktomi personnel training on the use
and operation of the Powerize Service; (ii) providing Inktomi any and all
marketing or other sales materials that would assist Inktomi in promoting the
Powerize Service ("Marketing Materials"); and (iii) providing Inktomi any and
all assistance reasonably requested by Inktomi.

2.4. Co-Marketing. Inktomi and Powerize shall work together to develop
a marketing plan for the Powerize Service that is acceptable to both parties.
Such marketing plan may include Powerize and Inktomi participation in the types
of activities set forth on Exhibit A.

2.5. Terms of Service. Inktomi shall require that any Inktomi Customer
that becomes a Subscriber to agree to abide by the terms and conditions set
forth on Exhibit B, and other terms and conditions that may be agreed upon by
Inktomi and Powerize. Inktomi shall require Subscribers to maintain textual
attribution as a condition of receiving the Powerize Service. Inktomi shall use
its commercially reasonable efforts to convince Subscribers to display a graphic
Powerize attribution.

3. Powerize Service.
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3.1. Powerize Service. Powerize shall use the Powerize Data Engine to
provide the Powerize Service, when and as requested by end users of Web sites
operated by Subscribers. Powerize shall provide the Powerize Service in a
professional manner and otherwise in accordance with the functionality
specifications and performance criteria set forth on Exhibit A. Powerize, at its
expense, shall provide all disk storage, server capacity and other hardware and
software required to run the Powerize Service and Powerize Data Engine and
perform the services. Powerize, at its expense, shall provide leased data
transmission capacity (bandwidth) to each Inktomi Data Center requested by
Inktomi within thirty (30) days following such request so as to receive the
Powerize Service requests and return the appropriate information. Inktomi shall
send requests to the Powerize Data Engine by redirecting them to the Powerize
Dedicated Search Cluster or to another location agreed upon by the parties.
Powerize shall, at its expense, provide such bandwidth as necessary to return
any and all data resulting from such request to Subscriber.

3.2. Support.
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(a) Powerize shall maintain the Title Database and Powerize Database as
set forth on Exhibit A.

(b) Powerize shall provide 24 x 7 support to Inktomi regarding the
operation of the Powerize Data Engine, and shall respond promptly to Inktomi and
resolve support cases in the time frames set forth on Exhibit C.

CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from
this exhibit pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.

(c) Powerize shall bear all responsibility for supporting Subscribers
and/or their users in connection with the use of the Powerize Service.

3.3. Technical Engineering Plan. Inktomi and Powerize shall work in
good faith to develop a technical engineering plan to implement the Powerize
Service ("Technical Engineering Plan"). Inktomi and Powerize shall work in good
faith to implement the Technical Engineering Plan within one-hundred twenty
(120) days of the Effective Date.

4. Intellectual Property Licenses/Ownership.
-----------------------------------------

4.1. Powerize Dedicated Search Cluster. Powerize grants Inktomi a
non-transferable, non-exclusive, world-wide, royalty-free license to directly
access and use the Powerize Dedicated Search Cluster solely in connection with
connecting Subscribers to the Powerize Service.

4.2. Marketing Materials. Powerize grants Inktomi a non-transferable,
non-exclusive, royalty-free license to reproduce, modify, use and incorporate
all or portions of the Marketing Materials solely in connection with the
exercise and/or fulfillment of Inktomi's marketing rights and/or obligations
under this Agreement.

4.3. Trademark Licenses. Inktomi hereby grants Powerize a
non-transferable, non-exclusive, royalty-free license to display the Inktomi
trademarks during the Term solely in connection with the exercise and/or
fulfillment of any and all marketing rights and/or obligations under this
Agreement. Powerize hereby grants to Inktomi a non-transferable, non-exclusive,
royalty-free license under Powerize's trademarks during the Term solely in
connection with the exercise and/or fulfillment of any and all marketing rights
and/or obligations under this Agreement, which shall include Inktomi's right to
advertise Powerize as an Inktomi customer. Promptly following the Effective
Date, each party will provide to the other party its trademark usage guidelines,
as such guidelines may be amended from time to time. All uses of trademarks as
set forth above shall be in accordance with such guidelines. For uses outside of
such guidelines, a party will submit all materials of any kind containing the
other party's nonconforming trademarks to the other party before release to the
public for inspection, and such other party will have the right to approve or
disapprove 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 Powerize's trademarks by Inktomi shall inure to the benefit of
Powerize, and all use of Inktomi trademarks by Powerize shall inure to the
benefit of Inktomi. At no time during or after the Term 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.

5. Payments/Consideration.
----------------------

5.1. By Powerize. In consideration of the distribution services
provided by Inktomi under this Agreement:

(a) Powerize shall pay Inktomi a nonrefundable annual distribution fee
[*] ("Distribution Fee"). The Distribution Fee shall be paid by Powerize as
follows [*]. All subsequent Distribution Fees shall be paid monthly thereafter.

(b) Powerize shall pay Inktomi [*] of the Net Revenues derived from a
Subscriber's user's access of content contained or referenced in the Powerize
Database. "Net Revenues" shall mean as the gross revenues derived from a
Subscriber's user's access of content contained or referenced in the Powerize
Database less the cost of the content paid by Powerize to Powerize's suppliers
less charges applied for credit card (e.g. Visa/Mastercard/AMEX) processing and
other similar charges as mutually agreed upon by the parties.

(c) Powerize shall pay [*] of the net revenues received by Powerize
from Web pages originated by Powerize generated at the request of a Subscriber's
user.

(d) Powerize shall pay Inktomi will share up [*]of the net revenues
received by Powerize from Web pages originated by Powerize generated at the
request of a Subscriber's user ("Revenue"). To the extent that Inktomi is
obligated to pay a Subscriber less [*] of Revenue, Powerize shall pay Inktomi an
additional amount of Revenue equal [*]of the difference between [*] of Revenue
and the amount of Revenue actually owed to Subscriber by Inktomi. Inktomi shall
inform Company monthly of the percentage of Revenue owed by Subscribers to
Inktomi.

(e) Concurrently with the execution of this Agreement, Powerize shall
execute and deliver to Powerize a warrant to purchase shares of Powerize Common
Stock in the form attached hereto as Exhibit D.

5.2. By Inktomi. In consideration of the licenses granted under this
-----------
Agreement:

(a) Inktomi shall pay Powerize a nonrefundable annual fee of: [*]
("License Fee"). The License Fee shall be paid by Inktomi as follows: [*] All
subsequent License Fees shall be paid monthly thereafter; and

(b) Inktomi shall pay Powerize the greater of: [*]for Web pages of
Subscribers containing content from the Title Database. Web pages: (x) displayed
for test or demonstration purposes; or (y) displaying no results from the Title
Database shall not be counted for purposes of calculating the fees in this
Section.

5.3. Payment. With regard to payments owed by one party to the other
pursuant to Sections 5.1(b), 5.1(c) and 5.2(b), each party [*] after the end of
each calendar month with respect to which the owing party owes the other party
any fees as set forth above, the owing party shall provide the other party with
a statement, together with payment for any amount shown thereby to be due to the
other party. The fee statement shall be based upon the calculations set forth
above during the month then ended, and shall contain information reasonably
sufficient to discern how the fees, if any, were computed. All statements and
all other accounts rendered by the owing party to the other party shall be
binding upon the other party and not subject to any objections by the other
party for any reason unless specific objection in writing, stating the basis
thereof, is received by the owing party within one (1) year from the date
rendered.

5.4. Records. Each party agrees to keep all proper records and books of
account and all proper entries therein relating to the fee calculations made
under Sections 5.1(b), 5.1(c) or 5.2(b) as the case may be. Such records and
books of account shall be maintained for a one (1) year period following the
year in which any payments pertaining to such revenue were due. Each party (as
the recipient) shall have the right to examine the other party's records and
books of account from time to time but no more than once every six (6) months to
verify statements rendered under Sections 5.1(b), 5.1(c) or 5.2(b). Such
examination shall be conducted at reasonable times during the audited party'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 the
audited party's business. If any such examination indicates that the audited
party has underpaid or overpaid the other party for any particular period, then
Powerize or Inktomi, as the case may be, shall promptly remit the difference to
the other party.

5.5. Taxes.
------

(a) Powerize. All amounts to be paid by Powerize to Inktomi herein are
exclusive of any federal, state, municipal or other governmental taxes,
including franchise, sales, use, value added, property or similar tax, now or
hereafter imposed on Inktomi (excluding taxes on the net income of Inktomi).
Such charges shall be the responsibility of Powerize and may not be passed on to
Inktomi, unless they are owed solely as a result of entering into this Agreement
and are required to be collected from Inktomi by Powerize under applicable law.
Powerize takes full responsibility for all such taxes, including penalties,
interest and other additions thereon and agrees to indemnify, defend and hold
Inktomi harmless from any claims, causes of action, costs (including without
limitation reasonable attorneys fees), penalties, interest charges and other
liabilities of any nature whatsoever.

(b) Inktomi. All amounts to be paid by Inktomi to Powerize herein are
exclusive of any federal, state, municipal or other governmental taxes,
including franchise, sales, use, value added, property or similar tax, now or
hereafter imposed on Powerize (excluding taxes on the net income of Powerize).
Such charges shall be the responsibility of Inktomi and may not be passed on to
Powerize, unless they are owed solely as a result of entering into this
Agreement and are required to be collected from Powerize by Inktomi under
applicable law. Inktomi takes full responsibility for all such taxes, including
penalties, interest and other additions thereon and agrees to indemnify, defend
and hold Inktomi harmless from any claims, causes of action, costs (including
without limitation reasonable attorneys fees), penalties, interest charges and
other liabilities of any nature whatsoever.

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

6. Confidentiality.
----------------

6.1. 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.

6.2. 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.

6.3. No Other Confidential Information. Neither party shall have any
obligation under this Article 6 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.

6.4. Independent Development. Each party, as a discloser of
Confidential Information, understands that the other party, as recipient, may
currently or in the future be developing information internally, or receiving
information from other parties that may be similar to the disclosing party's
information. Accordingly, nothing in this Agreement will be construed as a
representation or inference that a party as a receiving party will not develop
products or services, or have products or services developed or provided for it
that, without violation of this Agreement, compete with the products or services
contemplated by a disclosing party's Confidential Information.

6.5. Publicity. Powerize may not disclose to any third party any
investment position or warrant position held by Inktomi in Powerize, unless
Inktomi has consented to such disclosure in writing or unless such disclosure is
required by law (and in the case of the latter, only after Powerize has taken
all reasonable steps to narrow the disclosure or seek confidential treatment of
the information).

7. Warranties.
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7.1. By Powerize. Powerize represents and warrants that: (a) it has
full power and authority to enter into this Agreement and to grant the rights
and perform the Powerize Service set forth herein; (b) it has not previously and
will not grant any rights in the Powerize Technology or the Powerize Service to
any third party that are inconsistent with the rights granted to Inktomi
hereunder; (c) throughout the Term, the Powerize Technology and the Powerize
Service shall be free of material errors and defects and shall perform in strict
accordance with the functionality specifications and performance criteria set
forth on Exhibit A; provided, that, in the case of failure to perform in strict
accordance with any non-material functionality specifications or performance
criteria, if such failure is cured within ten days of notice to Powerize, such
failure shall not be deemed a breach of this warranty; and (d) the operation of
the Powerize Data Engine to provide the Powerize Service, the Powerize Service
and/or the Powerize Technology do not and will not infringe any copyright,
patent, trade secret, or other proprietary right held by any third party, and
Powerize has no knowledge of any allegations of any such infringement.

7.2. By Inktomi. Inktomi represents and warrants that it has full power
and authority to enter into this Agreement.

8. Indemnification.

8.1. By Powerize. Powerize shall, at its expense and Inktomi's request,
defend any third party claim or action brought against: (i) Inktomi, and
Inktomi's subsidiaries, affiliates, directors, officers, employees, agents and
independent contractors ("Inktomi Party"), which, if true, would constitute a
breach of any warranty, representation or covenant made by Powerize under this
Agreement, and (ii) the Inktomi Parties and/or Subscribers in connection with
any Powerize Service; and Powerize shall hold the Inktomi Parties and/or Inktomi
Customers ("Indemnified Party") (as the case may be) harmless from and against
any costs, damages and fees reasonably incurred by an Indemnified Party,
including but not limited to fees of attorneys and other professionals, that are
attributable to such claim. Inktomi shall provide Powerize: (a) reasonably
prompt notice in writing of any such claim or action and permit Powerize,
through counsel mutually acceptable to Inktomi and Powerize, to answer and
defend such claim or action; and (b) information, assistance and authority, at
Powerize's expense, to help Powerize to defend such claim or action. Powerize
will not be responsible for any settlement made by Inktomi without Powerize's
written permission, which permission will not be unreasonably withheld.

8.2. By Inktomi. Inktomi shall, at its expense and Powerize request,
defend any third party claim or action brought against Powerize, and Powerize
subsidiaries, affiliates, directors, officers, employees, agents and independent
contractors, which, if true, would constitute a breach of any warranty,
representation or covenant made by Inktomi under this Agreement, and Inktomi
will hold Powerize harmless from and against any costs, damages and fees
reasonably incurred by Powerize, including but not limited to fees of attorneys
and other professionals, that are attributable to such claim. Powerize shall
provide Inktomi: (i) reasonably prompt notice in writing of any such claim or
action and permit Inktomi, through counsel mutually acceptable to Powerize and
Inktomi, to answer and defend such claim or action; and (ii) information,
assistance and authority, at Inktomi's expense, to help Inktomi to defend such
claim or action. Inktomi will not be responsible for any settlement made by
Powerize without Inktomi's written permission, which permission will not be
unreasonably withheld.

8.3. Separate Counsel; Reimbursement. An indemnified party shall have
the right to employ separate counsel and participate in the defense of any claim
or action. The indemnifying party shall reimburse the indemnified party upon
demand for any payments made or loss suffered by it at any time after the date
hereof, based upon the judgment of any court of competent jurisdiction or
pursuant to a bona fide compromise or settlement of claims, demands, or actions,
in respect to any damages related to any claim or action under this Article 8.

8.4. Settlement. The indemnifying party may not settle any claim or
action under this Article 8 without first obtaining the indemnified party's
written permission, which permission will not be unreasonably withheld. In the
event Inktomi and Powerize agree to settle a claim or action, each party agrees
not to publicize the settlement without first obtaining the other's written
permission, which permission will not be unreasonably withheld.

8.5. Proprietary Rights Infringement. Without limiting any of Inktomi's
rights or remedies, in the event of any breach or alleged breach by Powerize of
Section 7.1(d), Powerize shall notify Inktomi

and shall at Powerize's expense (i) procure for Inktomi all rights necessary so
that Powerize shall not be in breach of Section 7.1(d), or (ii) modify the
pertinent item or infringing part thereof, or replace the infringing software
with other software having substantially the same or better capabilities. If
neither of the foregoing is commercially practicable to achieve within a
reasonable period of time, then, in addition to any other rights and remedies
available to Inktomi, Inktomi may immediately terminate this Agreement.

Commission

9. Term and Termination.
---------------------

9.1. Term. The term of this Agreement (the "Term") shall commence on
the Effective Date and shall continue in force for a period of three (3) years
thereafter, unless earlier terminated as provided herein.

9.2. Termination by Inktomi. In addition to any other rights and/or
remedies that Inktomi may have under the circumstances, all of which are
expressly reserved, Inktomi may suspend performance and/or terminate this
Agreement immediately upon written notice at any time if: (a) Powerize is in
breach of any material warranty, term, condition or covenant of this Agreement,
other than those contained in Article 6, and fails to cure that breach within
thirty (30) days after written notice thereof; or (b) Powerize is in material
breach of Article 6; or (c) Powerize 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 any 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 part thereof; or
(d) Powerize and/or its stockholders enter into any agreement (including without
limitation any merger agreement, asset sale agreement, or stock purchase
agreement), the consummation of which would or could result in the transfer of
voting control or all or substantially all of its assets to any company that
provides, or that controls, is controlled by or is under common control with any
company that provides, Internet search engine services to other companies on an
OEM basis.

9.3. Termination by Powerize. In addition to any other rights and/or
remedies that Powerize may have under the circumstances, all of which are
expressly reserved, Powerize may suspend performance and/or terminate this
Agreement immediately upon written notice at any time if: (a) Inktomi is in
breach of any material warranty, term, condition or covenant of this Agreement,
other than those contained in Article 6, and fails to cure that breach within
thirty (30) days after written notice thereof; or (b) Inktomi is in material
breach of Article 6; or (c) Inktomi 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 any 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 part thereof.

9.4. Survival. In the event of any termination or expiration of this
Agreement for any reason, Articles and Sections 1, 5.3, 5.4, 5.5, 6, 8, 10, 11,
12 and this Section 9.4 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. Remedies.
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9

10.1. Equitable Remedies. Each party acknowledges that its breach of
the confidentiality restrictions contained herein would 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
he other party may be legally be entitled, such party shall have the right to
seek 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.

10.2. No Termination. Except as expressly set forth in Section 9.3
above, no breach of this Agreement by Inktomi shall entitle Powerize to
terminate or rescind this Agreement or to injunctive or other equitable relief,
it being agreed that Inktomi's sole remedy, if any, in the event of such a
breach shall be an action for damages; provided, however, that such waiver shall
not prohibit Inktomi from seeking an injunction with respect to any violation of
Powerize's Intellectual Property Rights so long as such injunctive relief shall
not result in the limitation, restriction or termination of Inktomi's rights
hereunder or prevent the provision of an Inktomi service, including its search
functionality, in compliance with the terms of this Agreement by Inktomi or any
Inktomi Customer. Notwithstanding the foregoing, Powerize shall have the right
to suspend its provision of services under this Agreement if Inktomi fails to
pay any amounts due under Article 5.2(b) more than sixty (60) days after the
date such payment is owed. Upon payment of such invoice, Powerize shall
immediately resume providing the services under this Agreement.

11. Limitation of Liability. In no event shall either party be liable for any
indirect, incidental, special or consequential damages, or damages for loss of
profits, revenues, use or loss or corruption of data incurred by either party or
any third party, whether in an action in contract or tort, even if the other
party has been advised of the possibility of such damages.

12. Miscellaneous.
--------------

12.1. Capacity. 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.

12.2. 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.

12.3. 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.

12.4. 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.

12.5. 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.
Excluding claims relating to Intellectual Property Rights, 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.

12.6. 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.

12.7. Force Majeure. Neither party shall be liable hereunder by reason
of any failure or delay in the performance of its obligations hereunder during
any event of FORCE MAJEURE.

12.8. 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.

12.9. 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.

12.10. 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.

12.11. 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.

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

12.13. 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 Distribution Agreement
to be signed by their duly authorized representatives.

INKTOMI CORPORATION POWERIZE, INC.

By: /s/ Xxxxx X. Xxxxxxx By:/s/ Xxxxx Xxxxxxxx
--------------------- ------------------

Name:Xxxxx X. Xxxxxxx Name:Xxxxx Xxxxxxxx
---------------- -----------------

Title:CEO Title:CFO
---------------- ---------------
5/4/99

EXHIBIT A
TO THE
DISTRIBUTION AGREEMENT

POWERIZE SERVICE

The Powerize Service is a service that allows users to search for business
content. The Powerize Service operates as follows: (i) the user types in a
query; (ii) in response to such query, a search of the Title Database is
conducted and the results from the Title Database (comprising of document titles
and/or synposes) are displayed to the user; (iv) upon presentation of results
from the Title Database, a user can select a result display an abstract of the
document; (v) the user may then request the full text of such document for a
fee; and (vi) such document is retrieved from the Powerize Database and
displayed.

CO-MARKETING ACTIVITIES

To be agreed upon by the parties within thirty (30) days of the Effective Date.

[PERFORMANCE CRITERIA]

1. Uptime. Uptime reliability of the Powerize Service must be [*]
rolling period. Uptime is defined as a state of operation during which Inktomi
can [*].

2. Response Time. The average time to return the results from an
Powerize Service must be equal to or less than 500 milliseconds, which such time
period does not include the retrieval of such Web page. This time is measured
starting from when Powerize receives the query, and ending when Powerize
transmits the results.

3. Availability. Powerize shall ensure that the Powerize Services are
accessible by Inktomi and Subscribers in a form and format acceptable to the
parties in accordance with the Technical Engineering Plan.

4. Other Attributes.
----------------

Powerize shall ensure that all requests redirected to Powerize are
handled with the same efficiency, functionality and level of service (including
freshness of data) as such services are provided to other users of Powerize
customers as measured over three (3) day periods of time.

A-1

EXHIBIT B
TO THE
DISTRIBUTION AGREEMENT

POWERIZE TERMS OF SERVICE

[TBD]

THE TERMS OF SERVICE WILL INCLUDE A STATEMENT THAT POWERIZE WILL HAVE THE
ABILITY TO SERVE ADS ON WEB PAGES BY POWERIZE THAT DISPLAY DATA FROM THE
POWERIZE DATABASE.

B-1

EXHIBIT C
TO THE
DISTRIBUTION AGREEMENT

SUPPORT GUIDELINES

1. Definitions.

(a) Hours of Operation. Powerize will provide Inktomi with 7 x 24
support as set forth herein.

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

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

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

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

2. Contact points.

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

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

3. Support procedures.

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

C-1

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

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

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

4. Support levels.

(a) Powerize will provide the following technical support to
Inktomi Technical Support Personnel:

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

During business hours or Commercially reasonable best efforts with
other times Problem [*] weekly status reports to Inktomi
---------------------------------------------------------------------------------------------------------------------
During the hours
between 6:00 a.m and Commercially reasonable best efforts with
9:00 p.m. Pacific time Severe Problem [*] daily status reports to Inktomi
---------------------------------------------------------------------------------------------------------------------
Commercially reasonable best efforts with
During other times Severe Problem [*] daily status reports to Inktomi
---------------------------------------------------------------------------------------------------------------------
During business hours or Enhancement
other times Requests [*] At Powerize's discretion
---------------------------------------------------------------------------------------------------------------------

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

[escalation personnel TBD]

C-2

EXHIBIT D
TO THE
DISTRIBUTION AGREEMENT

FORM OF WARRANT

D-1

Document Metadata

Table of Contents

RECITALS

Document Metadata