EXHIBIT 10.5.2.1 THIS DISTRIBUTION AND LICENSE AGREEMENT THIS DISTRIBUTION AND LICENSE AGREEMENT (the "Agreement"), dated as of August 31, 2000, by and between Ask Jeeves International, Inc., a Delaware corporation ("AJI"), Ask Jeeves Kabushiki Kaisha...

EXHIBIT 10.5.2.1

THIS DISTRIBUTION AND LICENSE AGREEMENT

THIS DISTRIBUTION AND LICENSE AGREEMENT (the "Agreement"), dated as of
August 31, 2000, by and between Ask Jeeves International, Inc., a Delaware
corporation ("AJI"), Ask Jeeves Kabushiki Kaisha (in Japanese) (A.J.J. Co., Ltd.
in English) (the "KK"), and Ask Jeeves, Inc., a Delaware corporation ("Ask
Jeeves") (only with respect to the provisions of Sections 8, 10, 12(b) and 15,
subject to the limitation of liability set forth in Section 13, (and no other
provisions)) and Trans Cosmos, Inc. ("TCI") (only with respect to the provisions
of Sections 3(j), 8, 11 and 15 subject to the limitation of liability set forth
in Section 13, (and no other provisions)), subject to termination set forth in
Section 14.

WHEREAS, AJI and TCI have entered into a Joint Venture Agreement as of
August 31, 2000, pursuant to which they established the KK.

WHEREAS, AJI has the right to (i) sublicense rights to all current and
future technology that its parent, Ask Jeeves uses to provide natural-language
question answering services to consumers via the Internet on the Ask Jeeves
"Xxx.xxx" Web Site as well as its Popularity Engine technology and (ii) to grant
distribution and sublicensing rights pertaining to certain consumer interaction
software, also owned by Ask Jeeves, which is offered to corporations
(hereinafter described as "Corporate Services").

WHEREAS, the parties desire to cause the adaptation, localization,
maintenance and update of the Ask Jeeves natural language search engine in the
Japanese language, and, subject to the terms and conditions of this Agreement,
all current and future Ask Jeeves products, services, technology, trademarks,
designs, page layouts and other visual elements used by Ask Jeeves and its
subsidiaries for the KK's exclusive use (as described herein) in the Territory.

WHEREAS, the KK has been formed to exploit the Ask Jeeves' proprietary
technology licensed through AJI for the purpose of offering Consumer and
Corporate Services in the Territory, and to serve as the exclusive vehicle in
the Territory for the implementation and distribution of all (except as provided
herein) current and future products, services and technology employed by Ask
Jeeves and its subsidiaries.

WHEREAS, AJI desires to grant to the KK an exclusive right and license,
subject to the terms and conditions of this Agreement, to use all current and
future proprietary technology of Ask Jeeves and its subsidiaries for the purpose
of operating, marketing and distributing consumer question answering services in
the Territory only, and the KK desires to obtain such right and license.

WHEREAS, AJI desires to grant to the KK an exclusive right and license,
subject to the terms and conditions of this Agreement, to use the current and
future Consumer Corporate Services technology of Ask Jeeves and its subsidiaries
for the purpose of operating, marketing,

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|*| Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

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EXHIBIT 10.5.2.1

distributing and sublicensing such technology in the Territory only, and the KK
desires to obtain such right and license.

WHEREAS, Ask Jeeves is currently the defendant in two separate lawsuits
alleging patent infringement, based upon use of some or all of the Ask Jeeves
technology that AJI seeks to license to the KK under this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:

1. DEFINITIONS.

"AJ" means, collectively, AJI and Ask Jeeves and its subsidiaries.

"AJ ASSETS" shall have the meaning given to it in Section 2 of this
Agreement.

"AJ CONTENT" means all knowledge bases and other data and information, in
any medium, created and/or maintained by AJ using the AJ Software, including
without limitation any improvements, additions, modifications and enhancements
to the U.S. Knowledgebase and any text, music, sound, photographs, video or
graphics.

"AJ ENTITY" shall have the meaning given to it in Section 5(k)(iii) of
this Agreement.

"XX XXXXX" means the domain names, trademarks, service marks and logos
used by AJ, to (1) operate the "Xxx.xxx" Web site and the Web site(s) operated
by the KK using the URL and provide services to consumers and (2) render the
Corporate Services, together with associated Web site elements and other design
elements deemed important by AJ to maintain and enhance its unique look and
feel, and listed on EXHIBIT A hereto as may be modified by AJ from time to time
in accordance with Section 3(i) below. XX Xxxxx does not include the domain
names, trademarks, service marks and logos of any third-party partners of AJ or
any of the third-party partners' affiliates.

"AJ SOFTWARE" means the English language version of the AJ proprietary
software listed in EXHIBIT B and all software created, licensed and otherwise
owned by AJ, now and in the future.

"AJURL" shall have the meaning given to it in the Joint Venture Agreement.

"APPROVED SUB-CONTRACTOR" shall mean a sub-contractor previously approved
by AJI in writing to perform Internationalization and/or Localization of the
Source Code to the AJ Software.

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EXHIBIT 10.5.2.1

"BUSINESS DAY" means as to a party hereto whose action is required to take
place within a number of Business Days (whether the giving of notice or the
making of a payment or otherwise), any day of the week which is not a Saturday
or Sunday and not a bank holiday in the state or country from which such action
is required to be made (as the case may be in the state of California or in
Japan).

"BUSINESS PLAN" means the business plan of the KK completed in accordance
with the Joint Venture Agreement.

"CHANGE IN CONTROL" shall be deemed to have occurred if any of the
following occurs with respect to a Party (unless otherwise noted in the context
below):

(a) the direct or indirect sale or exchange in a single series of related
transactions by the controlling shareholders or other holders of controlling
ownership interest in a Party, of more than fifty percent (50%) of the voting
stock or other voting ownership interests of such Party; or

(b) the sale, exchange or transfer of all or substantially all of the
assets of a Party by such Party; or

provided, however, that any transaction or series of transactions that are
effected solely in connection with a (i) grant of equity interests in connection
with a bona fide employee benefit arrangement, (ii) re-incorporation, (iii) a
reorganization, recapitalization or financing not in connection with the sale of
all or substantially all of the assets or stock ownership interests of a Party,
or (iv) an underwritten public offering of common stock of a Party, is not a
Change in Control.

"CONFIDENTIAL INFORMATION" means any data or information disclosed
hereunder (whether written, oral or graphical) that relates to the disclosing
party's products, financial information, technology, research, development,
customers or business activities, and which is confidential or proprietary to or
a trade secret of the disclosing party, provided that either the information is
marked or identified as confidential at the time of disclosure, or that it is
reasonably apparent to the recipient that the information is confidential.
Confidential Information includes, without limitation, any data, programs,
program decks, routines, subroutines, translators, compilers, assemblers,
operating systems, object and Source Codes, and updates thereto and any other
information related to the AJ Assets and KK Assets, the fact of the KK's payment
to AJI pursuant to Section 5 and the amount of the capital contribution made by
TCI to the KK pursuant to the JV Agreement. The scope of the Confidential
Information may also include information, data or material which AJ is holding
in confidence for a third party or third parties. Confidential Information shall
not include any information, data or material which: (1) the disclosing party
expressly agrees in writing is free of any non-disclosure obligations; (2) at
the time of disclosure to the receiving party was known to the receiving party
(as evidenced by documentation in the receiving party's possession) to be free
of any non-disclosure

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EXHIBIT 10.5.2.1

obligations; (3) is independently developed by the receiving party (as evidenced
by documentation in the receiving party's possession); (4) is lawfully received
by the receiving party, free of any non-disclosure obligations, from a third
party having the right to so furnish such Confidential Information; or (5) is or
becomes generally available to the public without any breach of this Agreement
or unauthorized disclosure of such Confidential Information by the receiving
party.

"CONSUMER FIELD OF USE" means offering the Consumer Services in Japanese
customized for and targeted primarily at consumers in the Territory, including
use of idiomatic Japanese as used in the Territory, and specifically excluding
the provision of question answering services customized for and targeted
primarily to enterprises or entities for use by employees, customers, consumers
or other third parties.

"CONSUMER SERVICES" means the offering to the general public in the
Territory of the functionality of the Ask Jeeves-maintained Xxx.xxx site or any
successor sites, which presently offers natural language question answering for
Web Sites throughout the Internet and popularity ranking technology for sites
throughout the Web, as such functionality may be improved, enhanced and
supplemented from time to time on the Xxx.xxx Site.

"CONSUMER SERVICES SOFTWARE" means the Consumer Services Software listed
on EXHIBIT B (including all Updates thereto) created, licensed or otherwise
owned by AJI, now and in the future, that are used to render Consumer Services.

"CORPORATE CUSTOMERS" means all persons who are not living individuals
which have agreements to receive Corporate Services, which comply with the terms
and conditions set forth in Section 3(b)(v) hereof and are in effect at the
relevant time.

"CORPORATE FIELD OF USE" means the offering of Corporate Services to all
persons who are not living individuals and which are established in the
Territory.

"CORPORATE SERVICES" means the group of products and services and their
related technologies which are or will be delivered by Ask Jeeves to corporate
customers, currently and in the future, that assist those corporate customers in
their real time customer interactions over the Internet within a specific Web
site.

"CORPORATE SERVICES SOFTWARE" means the Corporate Services Software listed
on EXHIBIT B (including all Updates thereto) created, licensed or otherwise
owned by AJI, now and in the future, that are used to render Corporate Services.

"DERIVED KK CONTENT" shall have the meaning given to it in Section 2(e).

"DEVELOPMENT TOOLS" means the Development Tools listed on EXHIBIT B
including all Updates thereto and used for implementation of AJ Software.

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EXHIBIT 10.5.2.1

"DOCUMENTATION" means the documentation for the AJ Software (including all
Updates thereto) created or otherwise owned by AJI, now and in the future, that
are used to render Corporate Services.

"EFFECTIVE DATE" means the date of closing of the JV Agreement.

"FIELD OF USE" means, collectively, the Consumer Field of Use and the
Corporate Field of Use.

"GROSS REVENUES" means the accrued revenues from all exploitation of the
AJ Assets (less sales and use taxes, freight charges and returns), whether the
revenues are in cash, services, merchandise or in kind, recognized by the KK in
accordance with Japanese generally accepted accounting principles consistently
applied, unless another accounting method is specified by the Parties.

"INTELLECTUAL PROPERTY RIGHTS" or "IP RIGHTS" means all current and future
copyrights, database rights, trade secrets, patents, mask works and other
intellectual property rights, including applications continuations, extensions,
re-examinations and registrations with respect thereto, now known or hereafter
recognized in any medium in any jurisdiction worldwide, but excluding
trademarks, service marks, trade names and other product, service or company
identifiers.

"INTERNATIONALIZATION" or "INTERNATIONALIZE" means the conversion of
software or data into double byte/Unicode encoding of data (ISO 10646), which
supports localization to various international character sets and languages,
from which the Localized version can be prepared, modifying it in a consistent
way so that it can operate in the same integrated way in which it currently
operates but in an international or localized setting (as the case may be).

"IPLEARN SUIT" means the suit filed by IPLearn, LLC in the United States
District Court, Northern District of California, Oakland Division, Action No. C
99-03352 SBA (ENE).

"JAPANESE NATURAL LANGUAGE SEARCH ENGINE" means the Localized version of
the Ask Jeeves natural-language question answering search engine technology.

"JAPANESE KNOWLEDGE BASE" means the database(s) created by AJI or its
licensors especially for the Japanese speaking marketplace (and indexing
Japanese language sites), including all Updates thereto, the development and
maintenance of which is the exclusive responsibility of the KK. "Japanese
Knowledge Base" shall not be deemed to include the file format developed by AJ,
which shall remain proprietary and owned by AJ and licensed as part of the AJ
Software hereunder.

"JOINT VENTURE AGREEMENT" or "JV AGREEMENT" means the Joint Venture
Agreement, dated as of August 31, 2000, by and between AJI and TCI establishing
the KK.

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EXHIBIT 10.5.2.1

"XXXX SUIT" means the suit filed by Xxxxxxx X. Xxxxxxx and Xxxxx Xxxx in
the United States District Court, District of Massachusetts, Civil Action No.
99-CV-012584-MLW.

"KK ASSETS" shall have the meaning given to it in Section 2 of this
Agreement.

"KK CONTENT" means the Japanese Knowledge Base and all other knowledge
bases and other data and information, in any medium, created and/or maintained
by the KK, whether or not derived from the AJ Content, including without
limitation any improvements, additions, modifications and enhancements to the
Japanese Knowledge Base(s) and any text, music, sound, photographs, video or
graphics. "KK Content" also includes all user data, including website popularity
data collected by the KK pursuant to the activities contemplated or permitted by
this Agreement. (Special provisions regarding ownership of Derived KK Content
are set forth in Section 2(e).)

"KK TECHNOLOGY" shall have the meaning given to it in Section 2(c).

"KNOWLEDGE BASE" means an Ask Jeeves proprietary file format containing
questions paired with URLs which are intended to contain content answering those
questions.

"LICENSED SOFTWARE" means the Japanese language version of AJ Software.

"LOCALIZATION" or "LOCALIZE" means the conversion of any Internationalized
software or AJ Content into the Japanese language.

"LOGOS" mean Ask Jeeves' copyrighted and trademarked xxxxxx logo,
copyrighted and trademarked "Ask" logo and other logos as set forth on EXHIBIT
A, and other logos copyrighted and/or trademarked, and owned or licensed by AJ,
as they may change from time to time.

"NEW AJ ASSET" shall have the meaning given to it in Section 2(a)(ii).

"OBJECT CODE" means the fully-compiled, machine-readable version of a
software program that can be executed by a computer without further compilation.

"PARTY" means each of AJI, KK, AJ and TCI. "PARTIES" means collectively
AJI, KK, AJ and TCI.

"PATENT SUITS" means, collectively, the Xxxx Suit and the IP Learn Suit,
and any further suits involving the AJ Software (whether brought within the
United States or within the Territory) that may be filed during the term of this
Agreement and which Ask Jeeves or AJI shall promptly report to the KK.

"POPULARITY DATABASE" means AJ's proprietary information and data format
used to select and prioritize answers to user questions.

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EXHIBIT 10.5.2.1

"POPULARITY ENGINE" means Ask Jeeves' proprietary technology which
analyzes user questions and selects and prioritizes answers according to the
frequency that prior users have selected such answers associated with the
question.

"REVENUE BASED FEE" means a fee based on a percentage of Gross Revenues in
an amount set forth in Section 5(c) of this Agreement.

"QUERY PROCESSING ENGINE" or "QPE" means Ask Jeeves' proprietary natural
language parsing engine, which is used to tokenize the relevant elements in user
questions and analyze the resulting terms for matching with appropriate question
and answer templates.

"QUOTE AMOUNT" shall have the meaning given to it in Section 5(k)(iii).

"RUNTIME SOFTWARE" means the Japanese language version of the software
that is distributed to the Corporate Customer to enable it to run the Corporate
Services.

"SOURCE CODE" means the human-readable version of a software program that
requires compilation or other manipulation before it can be executed by a
computer and all corresponding source documentation, including application
programming interface (API) specifications, release notes and build procedures.

"SOURCE CODE WORK FACILITY" shall have the meaning given to it in Section
4(b).

"SPECIAL MATERIAL BREACH" shall have the meaning given to it in Section
14(b).

"TERRITORY" means Japan and speakers of the Japanese language worldwide.

"UPDATES" means the modifications, new versions, new releases and
enhancements, and of all bug fixes of the AJ Assets whether to correct errors,
add functionality, improve performance or otherwise, and any revisions of the
Documentation.

"URL" means the URL "xxx.xxxxxxxxx.xx.xx" and its permutations, such as
"xx.xx.xx", and "xxxx.xx.xx", "xxx.xx.xx", and "xxx.xx.xx" (as and when acquired
for or on behalf of AJI), and such placeholder URL(s) as AJI may designate prior
to securing the main URL (and its permutations).

"U.S. KNOWLEDGEBASE" means the U.S. databases, which may include a
popularity database created by AJI or its licensors.

2. INTELLECTUAL PROPERTY OWNERSHIP AND USAGE.

a. AJ Assets. AJ Assets means all AJ Software, Licensed Software, AJ
Content, Updates and Documentation and all other current and future products,
services, technology and content developed by or for AJ and/or contained in the
English-language version of the Xxx.xxx

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EXHIBIT 10.5.2.1

Web Site, both during and after the term of the JV Agreement, including without
limitation all Localized and Internationalized versions thereof, but excluding
the Japanese Knowledge Base. AJI or Ask Jeeves, as the case may be, shall retain
full ownership of all AJ Assets and all IP Rights therein, at all times during
and after the term of the JV Agreement. Nothing in the JV Agreement or this
Agreement is intended by the parties or shall operate in any way to transfer any
ownership interest of any kind in the AJ Assets to the KK. Notwithstanding the
foregoing, "AJ Assets" shall not include the current or future products,
services, technology and content owned by an Acquirer of Ask Jeeves.

(i) List of Current AJ Assets. During the term of this Agreement,
AJI shall provide a list of all current AJ Assets that it has the right to
deliver to the KK on an ongoing basis, at a minimum quarterly, by any means,
such as by download or by dial-up login, or as mutually agreed.

(ii) Option. AJI hereby grants to the KK an option to take an
exclusive, perpetual, fee-free license in the Territory to any future AJ Asset
which is not a part of the Consumer Services Software or the Corporate Services
Software or otherwise already subject to this Agreement (herein "NEW AJ ASSET"),
subject to the following provisions:

(A) Each time that AJI shall have notified the KK of any New AJ Asset, the
KK shall have fifteen (15) Business Days to request additional information
(including, without limitation any then existing Object Code and documentation)
with respect to such New AJ Asset, which AJI shall promptly deliver to the KK.
Upon receipt of the requested information (to the extent available), the KK
shall have ten (10) Business Days to notify AJI that it desires to take a
license to such New AJ Asset for the Territory, whereupon the parties shall
enter into an exclusive, perpetual, fee- and royalty-free license agreement,
subject the provisions of Sections 2(a)(ii)(B) and (C), to such New AJ Asset,
which agreement will include such further terms and conditions as the parties
may reasonably and in good faith agree to enter into.

(B) If the KK does not notify AJI, or does not timely notify AJI of its
desire to take a license with respect to such New AJ Asset the KK shall promptly
return to AJI all information received with respect to such New AJ Asset, and
the KK shall then sublicense to a third party designated by AJI the rights to
distribute and market the New AJ Asset in the Territory on behalf of the KK. The
terms of such sublicense shall be determined by the parties, in good faith and
in their reasonable discretion, at the time of the sublicense grant.

(C) If the KK has commenced good faith exploitation of the New AJ Asset in
the Territory, but has been unable to make a sale to at least two (2) Corporate
Customers (with respect to Corporate Services) or to implement it on the KK's
site (with respect to Consumer Services) within one (1) year, the KK shall then
sublicense to a third party designated by AJI the rights to distribute and
market the New AJ Asset in the Territory on behalf of the KK. The terms of such
sublicense shall be determined by the parties, in good faith and in their
reasonable discretion, at the time of the sublicense grant.

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EXHIBIT 10.5.2.1

b. Enforcement of Rights. In the event it is necessary for AJI to
enforce its rights against an infringer of any AJ Asset during the term of this
Agreement, and in the event said enforcement requires the filing of any
applications for protection and registration of the IP Rights represented
therein, or whenever AJI believes such documentation is otherwise necessary or
desirable, the KK hereby agrees to execute any documentation reasonably
necessary to evidence AJI's ownership of any Internationalized and/or Localized
version of such AJ Assets, at AJI's cost and expense. The KK hereby appoints AJI
as attorney-in-fact to execute any such documents on its behalf in the event
that the KK does not execute or deliver any such documents, provided that
whenever AJI will execute any such documents pursuant to the power of attorney
granted hereby, it shall first notify the KK of its intention to do so.

c. KK Assets. KK Assets means all technology not derived from the AJ
Assets (which may include "plug-ins" to the extent they are useable apart from
the AJ Assets) but rather created independently by or on behalf of the KK during
the term of the JV Agreement (the "KK TECHNOLOGY"), all KK Content and all tools
developed independently by the KK without any reference to the Development Tools
or Licensed Software. For the avoidance of doubt, it is agreed that KK developed
non-derivative, independent plug-ins to any AJ Asset will constitute the KK
Technology. All KK Assets and the IP Rights represented therein shall become the
sole property of the KK upon creation, and shall remain wholly owned by the KK.
The KK shall have the sole right to pursue any IP filings for the KK Assets. The
KK will have the right to use the U.S. Knowledgebase only for the purpose of
facilitating the creation of the Japanese Knowledge Base.

d. XX Xxxxx. All use by the KK of the XX Xxxxx at all times under
the JV Agreement and this Agreement shall be subject to the license from AJI set
forth in Section 3(i). During the term of this Agreement and thereafter, only
AJ, AJ's affiliates and/or their licensors, as appropriate, shall have the right
to pursue xxxx registration(s) for the XX Xxxxx. The KK shall not form any
combination marks with the XX Xxxxx or the Logos except as expressly permitted
in this Agreement. Without limiting the foregoing, the KK hereby assigns to AJI
any rights it may obtain in the XX Xxxxx or the Logos or in such combination
marks or marks derived from the XX Xxxxx and Logos, and any trademark or
copyright rights created by the KK's use of the XX Xxxxx or the Logos, together
with the goodwill attaching thereto. The KK agrees to execute and deliver to AJI
such documents as AJI reasonably requires formalizing its ownership rights or
other rights in such marks or copyrights, at AJI's cost and expense. The KK
hereby appoints AJI as attorney-in-fact to execute any such documents on its
behalf in the event that the KK does not execute or deliver any such documents,
provided that whenever AJI will execute any such documents pursuant to the power
of attorney granted hereby, it shall first notify the KK of its intention to do
so. The KK shall not use the XX Xxxxx or the Logos in any way as an endorsement
or sponsorship of any third party without the prior written consent of AJI.

e. Joint Ownership of KK Content Derived from AJ Content. Upon
creation of KK Content that has been derived from Localization of AJ Content
(the "DERIVED KK CONTENT"), ownership of the Derived KK Content shall be jointly
owned by the KK and AJI. The Intellectual Property Rights in the Derived KK
Content shall automatically vest equally in

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EXHIBIT 10.5.2.1

the KK and AJI, subject to restrictions agreed upon by the KK and AJI. Each of
the KK and AJI shall own an undivided one-half interest in the Derived KK
Content. To the extent AJI might be presumed to retain any ownership interest in
the Derived KK Content or the Intellectual Property Rights therein (based upon
the theory that the Derived KK Content constitutes a derivative work based upon
the AJ Content), AJI hereby assigns an undivided one-half interest in all of its
right, title and interest in and to all Derived KK Content created during the
Term, provided that in no event will such assignment transfer any rights in any
AJ Assets. Each Party agrees to execute any documentation reasonably necessary
to evidence the other's undivided one-half ownership interest in the Derived KK
Content, subject to Section 2(d), at its own expense.

f. Restrictions on Derived KK Content. AJI and the KK agree to the
following restrictions on use of the Derived KK Content by them:

i. the KK agrees not to use the Derived KK Content outside the
Territory;

ii. the KK agrees not to translate the Derived KK Content into any
language other than Japanese;

iii. the KK agrees not to export the Derived KK Content outside the
Territory, except that AJI acknowledges that the use of Derived KK Content on
the Internet shall not constitute "export". The Derived KK Content shall on
reside on servers located within Japan; and

iv. Each of the KK and AJI agrees that it shall not grant a license
to any third party to modify or distribute the Derived KK Content, incorporate
it into products, or bundle it with other products, except as otherwise
permitted by this Agreement.

3. LICENSE GRANTS TO THE KK.

a. Consumer Services: Object Code. Subject to the terms and
conditions of this Agreement, AJI hereby grants to the KK, under all of AJI's
Intellectual Property Rights in the Japanese language version of the Consumer
Services Software, a fee-bearing, exclusive, non-transferable (except as
permitted herein), license to use, operate, distribute, display, reproduce and
exploit the Object Code for the Consumer Service Software, for the sole purpose
of developing, operating, providing, marketing and maintaining Consumer Services
in the Consumer Field of Use. Such license does not include any ownership right
to the Source Code for any AJ Software or Licensed Software. The exclusivity of
such license shall be within the Territory including with respect to AJI and
AJI's licensors, except to the extent that any application hosted or customized
for use outside the Territory by the nature of the Internet is available to end
users accessing the Internet in the Territory.

b. Corporate Services.

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EXHIBIT 10.5.2.1

(i) Appointment as Distributor. Subject to the terms and conditions
of this Agreement, AJI hereby appoints the KK as the exclusive distributor of
the Corporate Services in the Japanese language within the Corporate Field of
Use. The KK will use commercially reasonable efforts to distribute and license
the Corporate Services and the Runtime Software to Corporate Customers in the
Japanese language.

(ii) Modification of Corporate Services.

(A) Not Associated with Product Sale. Whenever there is a modification,
elimination or supplement of the products and services offered by AJI, which is
not associated with Ask Jeeves' sale of substantially all its assets related to
that product or service, the KK shall have the right to determine whether it
will continue to market and distribute such discontinued products and services.
The KK shall notify AJI of its election to continue such marketing and
distribution within thirty (30) Business Days. The KK shall have the right to so
market and distribute for an unlimited time period, subject to Section
3(b)(ii)(B). If the KK elects to continue marketing such products and services,
AJI shall have no obligation to provide support for such products and services
after the expiration of six (6) months from the date of the KK's election.

(B) Ask Jeeves Sale of Product Line. Whenever there is a modification,
elimination or supplement of the products and services offered by AJI which is
associated with Ask Jeeves' sale of substantially all of its assets related to
that product or service, the KK and its Resellers (as appointed under subsection
(iii) below) shall have the right to continue to market and distribute the
product or service in question under the terms of this Agreement for a period of
six (6) months and at the end of such time shall cease all marketing and
distribution of those products and services. Following the expiration of the six
(6) month period, the KK shall not market or distribute the product or service,
except that, any customer agreements then in effect may continue until the end
of their then-current term, and AJI shall continue to provide support for such
customer agreements up to one (1) year.

(iii) Right to Appoint Resellers. The KK shall have the right to
appoint resellers ("Resellers"), provided that AJI shall have the right to
approve in advance in writing the form of agreement proposed to be used by the
KK from time to time between itself and its Resellers. The KK shall require all
Resellers to adhere to terms that are at least as protective of AJI's
intellectual property rights as, and do not exceed, the terms of this Agreement
and shall obtain from the KK's board approval, so long as AJI has equal
representation on the board, of a Reseller which is not established primarily in
Japan. AJI shall not unreasonably withhold or delay the grant of any of its
approval required by this subsection (iii). The KK shall promptly provide AJI
with a copy of all agreements appointing Resellers into which it enters.

(iv) Distribution License. Subject to the terms and conditions of
this Agreement, AJI hereby grants to the KK a limited, non-sublicensable (except
as provided in Section 3(b)(iii) above with respect to Resellers, and Section
3(b)(v) with respect to Corporate Customers), non-transferable, exclusive (as
described in Section 3(b)(i) above), fee-bearing (solely as described in Section
5 of this Agreement) right to market, offer, license and distribute

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EXHIBIT 10.5.2.1

the Runtime Software and the Corporate Services to Corporate Customers in the
Territory (in order to enable such Corporate Customers to provide end-users of
their site(s) access to the Corporate Services' functionality on such site(s))
and to use the Runtime Software and use and modify the corporate Knowledge Bases
so as to provide Corporate Services. Such license does not include any ownership
right to the Source Code for any technology comprising or relating to the
Corporate Services.

(v) Corporate Services Software License. Subject to the terms and
conditions of this Agreement, AJI hereby grants to the KK a limited,
non-sublicensable, non-transferable, exclusive (as described in Section 3(b)(i)
above), fee-bearing, solely as described in Section 5 of this Agreement, license
to use, operate, reproduce and exploit the Object Code for the Corporate Service
Software, for the sole purpose of developing, operating, providing, marketing
and maintaining Corporate Services in the Corporate Field of Use. Such license
does not include any ownership right to the Source Code for any AJ Software or
Licensed Software.

(vi) Terms of Corporate Customer Sublicenses. The KK shall have the
right to sublicense the Runtime Software and the Corporate Services to Corporate
Customers, provided that the KK will do so only under terms at least as
protective of AJ's rights as those attached hereto as EXHIBIT C hereto. AJI
shall have the right to approve in advance in writing the form of corporate
customer agreement used by the KK (and any reseller) in each jurisdiction within
the Territory to ensure adequate protection of its Intellectual Property Rights.
AJI shall have the right to require additional licensing restrictions for
Corporate Customers as reasonably necessary for the protection of those rights.
The KK shall not license the Runtime Software and the Corporate Services to any
customer for a period of longer than two (2) years without the prior written
approval of AJI, provided that any customer agreement may renew on expiration
upon agreement by the KK and its customer if this Agreement is then in effect.

c. License Back of KK Assets. The KK hereby grants to AJI a
non-exclusive, fee-bearing, irrevocable, perpetual, worldwide license to all
current and future KK Technology. In addition, the KK hereby grants to AJI a
non-exclusive, fee-bearing, irrevocable, perpetual, worldwide license back to
use, for internal purposes only, that part of the KK Content pertaining to the
Consumer Services and the tools developed independently by the KK without any
reference to the Development Tools or the Licensed Software. The fee for the
licenses described in this section shall be an amount determined in good faith
by the Parties.

d. Services. Subject to the previous Section 3(c), the KK agrees to
render all reasonable cooperation to AJI, at AJI's request and expense, to
enable it to exercise AJI's rights to the KK Technology and/or the KK Content,
including without limitation by timely delivering materials embodying such KK
Technology and/or Content (and by executing all documents reasonably necessary
or desirable to evidence AJI's rights). The KK will deliver to AJI notification
and necessary information about all KK Technology and all KK Content that it has
developed so that AJI can determine whether it wants to obtain such KK
Technology or KK Content. If AJI so elects to obtain it, the KK shall deliver
the KK Technology or KK Content to

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EXHIBIT 10.5.2.1

AJI within ninety (90) days following implementation of any such KK Technology
and/or KK Content, but in no event less often than twice each calendar year.

e. Development Tools License. Subject to the terms and conditions of
this Agreement, AJI hereby grants to the KK a fee-bearing (solely as described
in Section 5 of this Agreement) non-transferable, non-sublicensable except as
permitted herein, exclusive license to use the Development Tools on its internal
systems solely for the purpose of (i) developing and maintaining the Consumer
Services as permitted under this Agreement, and (ii) rendering Corporate
Services as permitted under this Agreement. The KK may not make the Development
Tools available to any third party including, without limitation, customers and
Resellers, and agrees that only employees and independent contractors of the KK
which have signed confidentiality agreements at least as protective as the terms
of this Agreement may use the Development Tools. Such license does not include
any ownership right to the Source Code for any technology comprising or relating
to any AJ Assets. In the event any software engines, applications or tools are
utilized by AJ in its delivery of the AJ Assets and such software would
similarly be required to enable the KK to perform within the scope of this
Agreement, AJI shall supply such software to the KK on a fee-free basis
throughout the term of this Agreement. In the event any of these software tools
have not been developed or are not owned by AJI but rather are licensed by AJI,
then at the expense of AJI, AJI shall use all commercially reasonable efforts to
obtain pass-through licenses sufficient to enable the KK to make use of the
tools during the term of this Agreement. Furthermore, in the event that any
third party license is needed, either in connection with AJ Assets or otherwise,
AJI will be responsible for the negotiation of such license. Notwithstanding the
foregoing, the KK shall be responsible for the payment of any sublicense fees
therefor. Whenever possible, AJI shall obtain such pass-through licenses at no
extra cost. All derivative works of the Development Tools developed by or on
behalf of KK shall be the sole property of AJI, and upon AJI's request, the KK
agrees to execute and deliver to AJI such documents as AJI reasonably requires
to formalize its ownership rights or other rights in such derivative works of
the Development Tools at AJI's cost and expense.

f. Documentation License. Subject to the terms and conditions of
this Agreement, AJI hereby grants to the KK, under all of AJI's Intellectual
Property Rights in the Documentation, a fee-free, fully-paid up, exclusive,
non-transferable except as provided herein, license to use, display, reproduce
and modify (including translate) the Documentation for the purposes of
developing, operating, marketing, maintaining and exploiting Corporate Services
and Consumer Services in the Field of Use in the Territory. The KK has a limited
right to create, use and distribute derivative works (including translation into
Japanese) of those portions of the Documentation intended for Corporate Services
customer use to the extent that the KK adapts that Documentation to local
cultural requirements. AJI shall be the sole owner of any such modified
Documentation, and upon AJI's request, the KK agrees to execute and deliver to
AJI such documents as AJI reasonably requires to formalize its ownership rights
or other rights in such modified Documentation, at AJI's cost and expense.

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EXHIBIT 10.5.2.1

g. Proprietary Notices. The KK will not obfuscate, remove or alter
any copyright and other proprietary notices contained on or in the AJ Assets as
delivered to the KK, and all such markings shall be included on or in all copies
of any portion of the AJ Assets.

h. Additional Restrictions. The KK has only the license rights
expressly granted under this Agreement, and whatever rights are not expressly
granted in this Agreement are reserved by AJI. Except as expressly permitted by
applicable law or this Agreement, the KK will not, and will not permit or
encourage others to, (1) reverse engineer, decompile, disassemble or otherwise
attempt to derive the Source Code for any AJ Software or the Licensed Software,
or (2) modify the AJ Software or the Licensed Software. The KK shall be
permitted to use the KK Technology and KK Content for any purpose as long as it
does not compete with an AJ product or service. Any technology derived from AJ
Technology shall not be used beyond the scope of the terms of the Distribution
and License Agreement. No KK employee shall be permitted to work on competing
products, internally or externally, for a period of twelve (12) months following
the employee's most recent access to the Source Code, and this requirement shall
survive termination of employment.

i. Trademark And Copyright License.

(i) License Grant. Subject to the terms and conditions hereof,
AJI hereby grants to the KK a fee-bearing (solely as described in Section 5 of
this Agreement), exclusive as defined herein, non-transferable (except as
provided herein), license to use the XX Xxxxx and the Logos solely in connection
with the development, maintenance, marketing, operation, promotion and provision
of services in the Field of Use in the Territory. The KK shall have the right to
grant sublicenses of its rights under this Section 3(i) to Resellers and
Corporate Customers, subject to the restrictions set forth in the minimum
customer license terms attached hereto as EXHIBIT C.

(ii) Requirements. The KK shall at all times comply with all
written AJI trademark and copyright guidelines that AJI supplies, from time to
time, to the KK. The KK acknowledges the importance of maintaining a common look
and feel and feature set for all sites and services powered by Ask Jeeves'
technology and services worldwide. The KK shall promptly update all sites and
services in the Field of Use operated, licensed or controlled by the KK to
reflect any changes in the look and feel, or functionality or features,
resulting from the implementation, modification or discontinuation of any XX
Xxxxx or the Logos on the Xxx.xxx site. In no case later than thirty (30) days
after the delivery of any new or modified XX Xxxxx or Logos, or notice of
discontinuation thereof by AJI, the KK shall implement, modify or discontinue
its use of such XX Xxxxx or the Logos, as the case may be to the extent approved
by the KK Board of Directors (but only so long as AJI has a representation on
such Board of Directors equal to one-half of its members). Without limiting
anything to the contrary herein provided, the KK shall (i) use the XX Xxxxx or
the Logos exactly in the form provided; (ii) not alter the size, placement,
rotation, typeface, font, color or any other attribute of any AJ Xxxx or Logo
without the prior written consent (not to be unreasonably delayed) of AJI, on a
case by case basis; (iii) xxxx its use of the XX Xxxxx and the Logos with the
symbol "(TM)", "(R)" or "(C)," and/or

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EXHIBIT 10.5.2.1

local equivalents, if any, as appropriate; (iv) include the appropriate
trademark or copyright attribution in reasonably close proximity to its first
use of the XX Xxxxx or the Logos, as the case may be, in any document or on any
screen display, or in a location to which users are directed for statements
concerning the ownership of Intellectual Property Rights - the terms and wording
of the trademark or copyright attribution shall be as requested by AJI; (v)
provide AJI in advance with specimens of all of the KK's proposed uses of any AJ
Xxxx or any Logo (including without limitation, in the form of Web Site page
mockups, draft versions of marketing material, etc.) before any such use,
together with a brief statement setting forth the proposed use and the proposed
time period of such use; and not commence such use without AJI's express prior
written consent, which may be withheld in AJI's sole discretion, and which
consent shall be given or withheld within five (5) but in no case later than ten
(10) Business Days from the date of notice to AJI. At any time when AJI
representatives do not constitute one half of the Board of Directors of KK, AJ
may terminate the license granted above with respect to any particular AJ Xxxx
if, in its sole discretion, it determines that the KK's use of the AJ Xxxx or
Logo tarnishes, blurs or dilutes the quality associated with such AJ Xxxx or
Logo or the associated goodwill, such use being in breach of this Agreement or
the AJI trademark guidelines that AJI supplies to the KK in writing, and such
problem is not cured within ten (10) Business Days of notice of breach with
respect to "top level" Web pages, currently the KK's site home page, the
response page and the results page frame, and within thirty (30) Business Days
of notice of breach with respect to all other media.

(iii) Ownership. The KK acknowledges that title to and
ownership of the XX Xxxxx and Logos shall remain with AJI or its licensors, as
shall the renown of the XX Xxxxx and Logos worldwide. All use of the XX Xxxxx
and Logos by the KK shall inure to AJI's benefit or that of its licensors. The
KK shall not take any action inconsistent with AJI's or its licensors' ownership
of the XX Xxxxx and Logos, and any benefits accruing from use of such XX Xxxxx
and Logos shall automatically vest in AJI or its licensors. The KK shall not use
the XX Xxxxx or Logos in any way as an endorsement or sponsorship of any third
party without the prior written consent of AJI (not to be unreasonably delayed).
The KK shall not adopt, use or attempt to register any trademarks or trade names
that are confusingly similar to the XX Xxxxx or Logos.

(iv) Right to Modify. Subject to subsections (A) and (B) below
AJI may modify the XX Xxxxx from time to time in its sole discretion, whereupon
it will promptly notify the KK of any such modification. Notwithstanding the
foregoing:

(A) The KK shall have the right to continue to use any old AJ Xxxx or use
a new one, except in the event (I) of an alleged infringement by such AJ Xxxx of
a third party trademark, (II) a judgment obtained against AJ because of
trademark infringement which enjoins the further use of such AJ Xxxx, (III) AJI
has obtained a written legal opinion that the continued use of such old AJ Xxxx
or the use of the new AJ Xxxx presents a material substantial risk of being
deemed to constitute the infringement of a third party trademark or servicemark
or other intellectual property right, or (IV) in AJI's good faith and reasonable
opinion, the continued use of the old AJ Xxxx or the use of a new one is likely
to substantially diminish the value of the XX Xxxxx and/or Logos on a worldwide
basis.

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EXHIBIT 10.5.2.1

(B) The KK may request that XXX xxxxx the KK permission (which AJI will
not unreasonably withhold or delay) to delay the introduction of the
modification of the XX Xxxxx into the Territory by up to six (6) months where
the KK reasonably considers either (A) that it requires this time to allow it to
incorporate the revised marks in promotional material, or (B) that it has
recently spent substantial amounts in promoting the previous XX Xxxxx.

(C) The KK may notify AJI within ten (10) Business Days that, in its
reasonable opinion, the proposed change to the XX Xxxxx would be unsuitable in
the Territory on the grounds that the revised XX Xxxxx would be offensive,
illegal, libelous, amount to an infringement of a trademark or passing-off, or
bear a derogatory or unintended meaning, or amount to a sexual innuendo
(hereafter all referred to as "Unsuitable"), in which case AJI shall consider
whether it agrees with the KK (in which case it shall not introduce the modified
AJ Xxxx(s) in the Territory.) AJI shall advise the KK of its decision within ten
(10) Business Days. AJI's decision shall be final and binding upon the KK unless
the KK elects to contest such decision by demonstrating to the satisfaction of
an arbitration panel appointed under Section 15(d) that the proposed change to
the XX Xxxxx would be Unsuitable in the Territory. In such event, the KK shall
not be obligated to implement the proposed change in the XX Xxxxx until the
arbitrator's final decision has been issued.

(v) Moral Rights. The KK hereby irrevocably transfers and
assigns to AJI any and all Moral Rights (as defined below) that the KK may have
in or with respect to all XX Xxxxx or the Logos. To the extent the KK cannot
assign such rights, the KK hereby waives and agrees never to assert such rights
against AJI, its affiliates or any of their licensees or assignees. If the KK
has any right to any XX Xxxxx or the Logos that cannot be assigned to AJI or
waived by the KK, the KK unconditionally and irrevocably grants to AJI, during
the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully
paid and fee-free license, with rights to sublicense throughout multiple levels
of sublicensees, to reproduce, adapt, modify, create derivative works of,
distribute, publicly perform and publicly display by all means now known or
later developed such rights. In addition, the KK agrees to use commercially
reasonable efforts to obtain such assignment, waiver, covenant not to assert
such rights, or license from any subsidiary, subcontractor, or employee who
creates, either in whole or part, XX Xxxxx or Marks derived from XX Xxxxx, at
AJI's cost and expense. "MORAL RIGHTS" means any right to (i) retract any XX
Xxxxx or the Logos from the public; (ii) claim creation of or be accredited as
creator of any XX Xxxxx or the Logos; (iii) object to any distortion, mutilation
or other modification of any XX Xxxxx or the Logos; or (iv) any and all similar
rights, existing under judicial or statutory law of any country or jurisdiction
in the world, or under any treaty regardless of whether or not such right is
called or generally referred to as a moral right.

(vi) Registration. AJI shall obtain and maintain registration
of the XX Xxxxx as utilized by the KK within the country of Japan. AJI shall
file all appropriate applications to register the XX Xxxxx in Japan within sixty
(60) days of the Effective Date. AJI shall bear all costs of obtaining and
maintaining such registration.

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EXHIBIT 10.5.2.1

j. URLs. AJI shall license to the KK the URL. The KK will register
and own any and all additional URLs that serve the KK. The KK acknowledges that
the URL, or any portion of it, may be registered in the name of one or more
entities not owned or controlled by AJI. The parties further acknowledge that
the URL, or any portion of it, may be registered in the name of one or more
entities not owned or controlled by TCI and the KK. Notwithstanding anything to
the contrary provided in this Agreement, each of TCI and the KK undertakes that
(at such time when such assignment and transfer shall be permitted under
Japanese law) upon AJI's request, at its cost and expense, it shall cause such
entity or entities controlled by TCI or the KK (as the case may be) to freely
assign and transfer to AJI (or such entity or entities as AJI may designate for
that purpose). The KK will register and own any and all additional URLs that
serve the KK. The KK acknowledges that the URL, or any portion of it, may be
registered in the name of one or more entities not owned or controlled by AJI.

4. SOURCE CODE LICENSE.

a. Source Code License. Solely in order to enable the KK to perform
the Internationalization and Localization of the AJ Software in accordance with
its obligations under Section 5(e) below, AJI will provide the KK with the AJ
Software, all Updates and Documentation in accordance with Sections 6(a) and
6(b). Therefore, subject to the terms and conditions of this Agreement, AJI
hereby grants to the KK a limited, non-exclusive, non-transferable (except as
herein provided) license to the Source Code in order to reproduce and make
derivative works of the AJ Software and Licensed Software and such Updates
solely for purposes of performing the Internationalization and the Localization
(collectively, the "WORK"), and solely so long as the Work is being performed.
All other rights in or to the AJ Software and the Updates are reserved to AJ.

b. Source Code Work Facility. The Source Code shall only be kept at,
and all work performed on the Source Code shall be done solely at, the
facilities of an AJI Subsidiary in Tokyo, Japan or the Tokyo facilities of an
Approved Sub-contractor (the "SOURCE CODE WORK FACILITY"). All access to the
Source Code shall be managed by the Source Code Work Facility. At a minimum, AJI
shall require that the Source Code Work Facility permit the KK to have all free
access to the Source Code at the Source Code Work Facility, during normal
business hours or as needed in case of emergency. The KK agrees not to reproduce
the AJ Software, Licensed Software or relevant Updates except as reasonably
necessary to perform the Work and shall use the Source Code for the AJ Software,
Licensed Software and the relevant Updates only at the Source Code Work
Facility, subject always to the Source Code Restrictions set forth in EXHIBIT D.
If the KK (or the relevant Approved Sub-contractor) wishes to move the Source
Code to another Source Code Work Facility, the KK shall seek AJI's prior written
approval of transfer and demonstrate that it is being moved to the new facility
for the sole purpose of performing the Work. Only the Chief Executive Officer of
Ask Jeeves may grant such permission, not to be unreasonably withheld, and
actual transportation of the Source Code shall be managed and performed by the
current Source Code Work Facility.

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EXHIBIT 10.5.2.1

c. Delivery of Internationalized Code. As soon as the
Internationalization is completed, or at such other times as the Parties may
agree, the KK will deliver a copy to AJI of the Internationalized AJ Software,
Licensed Software or Update (as the case may be) in both Object Code and Source
Code, along with related technical documentation.

d. Custody; Duty of Care. The KK shall treat the Source Code as
Confidential Information in accordance with Section 8. Without limiting the
foregoing, the KK shall at all times comply with the Source Code Restrictions
attached hereto as EXHIBIT D. Whenever possible, the KK shall cooperate with AJI
to take all necessary measures to protect the security of the Source Code, both
in the United States and in the event that the Source Code is moved to Japan
pursuant to Section 6(b). The KK may copy only such portions of the Source Code
as are necessary for the Internationalization, Localization and/or use of the AJ
Software or Licensed Software in Japanese.

e. Termination of President of KK. In the event the Source Code is
released to an unauthorized person by reason of the KK's breach of the
provisions of this Section 4 and of Exhibit D, the president of the KK shall be
terminated immediately. A new president shall then be appointed in accordance
with Section 10.3 of the Joint Venture Agreement.

5. PAYMENT OBLIGATIONS OF THE KK.

a. Initial Agreed Fee. In consideration of the rights granted to the
KK in this Agreement, the KK shall pay to AJI a non-refundable initial agreed
fee (the "Initial Agreed Fee") of |*|Dollars ($|*|) which shall be payable as
follows:

(i) |*| Dollars ($|*|) upon closing of this Agreement;

(ii) |*|Dollars ($|*|) thirty (30) days from the Effective
Date; and

(iii) |*|Dollars ($|*|) sixty (60) days from the Effective
Date.

Notwithstanding anything herein provided to the contrary, the KK expressly
understands and agrees that the KK's payment obligation of the entire Initial
Agreed Fee shall be subject only to AJI's compliance with its obligation to
deliver the Source Code.

b. AJI Knowledgebase Service Fees. The KK acknowledges that AJI has
performed Japanese Knowledge Base development services for the KK prior to the
Effective Date. AJI shall present one or more invoices to the KK for such
services at its regular rates for these services limited to salary (including
payroll taxes, if any), airfare from and to Japan and accommodation, but in no
event shall the KK be obligated to pay more than $|*|. The KK shall pay such
invoice(s) to AJI promptly upon receipt, provided such invoiced amounts are
reasonable. If timely presented, the first such invoice shall be payable on the
Effective Date.

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EXHIBIT 10.5.2.1

c. Revenue Based Fee. The KK shall pay to AJI a Revenue Based Fee on
Gross Revenues, payable quarterly within thirty (30) days following each
calendar quarter, subject to year-end adjustment for returns and Gross Revenues
that are booked as uncollectible, in consideration of the KK's continued use of
all XX Xxxxx and AJ Assets. Payments shall be made as follows:

(i) Before the initial public offering of the KK securities,
the KK shall pay to AJI a Revenue Based Fee of |*|percent (|*|%) of the KK's
Gross Revenues, payable quarterly, except that no such Revenue Based Fee shall
be due with respect of any Gross Revenues accrued during the first 12-month
period following the first date on which revenue was recognized. It is
understood that for the Revenue Based Fees payable after such initial
twelve-month period, the first payment period shall begin on a partial quarter;

(ii) After the initial public offering of the KK securities,
the KK shall pay to AJI a Revenue Based Fee of |*|percent (|*|%) of the KK's
Gross Revenue, payable quarterly;

(iii) Revenues shall be attributed to the date on which it is
accrued for accounting purposes;

(iv) AJI shall have the right examine the KK's books and
records in accordance with Section 13.2 of the JV Agreement.

In the event of a dissolution of the KK by mutual agreement of the parties
pursuant to the JV Agreement, the KK's obligation to pay such Revenue Based Fees
shall terminate and AJI shall have no further obligation to provide Updates and
support.

d. Taxes. The KK shall be responsible for any taxes owing or
assessed against all payments under this Agreement paid or received by the KK
under the laws of the Territory. In addition, the KK shall pay, and indemnify
and hold AJI harmless from and against, any and all sales, use, excise,
value-added or similar tax, fee or duty, including any penalties and interest
levied on the income, sales and operations of the KK, including the rendering of
Consumer and Corporate Services anywhere in the Territory. The KK's obligations
in the preceding sentence shall also apply to any tax on funds restricted from
expatriation to Japan by the KK under the laws of any jurisdiction within the
Territory. The KK shall withhold any applicable withholding taxes from the
Initial Agreed Fee and the Revenue Based Fee (i.e. if the relevant Fee is $100
and 10% taxes are to be withheld, then the KK will remit $90 to AJI); provided,
however, that the KK shall notify AJI at least ten (10) days prior to the
withholding.

e. Internationalization and Localization. In consideration of AJI's
obligations hereunder, the KK shall be solely responsible for all
Internationalization and Localization of the AJ Software and Localization of
Updates licensed hereunder. Internationalization and Localization shall be
performed either by personnel of the KK or by Approved Sub-contractors engaged
by the KK, at the Source Code Work Facility. Any agreement with any such
Approved

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EXHIBIT 10.5.2.1

Sub-contractor shall be subject to AJI's prior written approval and shall at
least include the Source Code Restrictions set forth in EXHIBIT D. The KK shall
bear all costs of the Localization of the AJ Software and the AJ Assets.

f. Development and Promotion of the Consumer and Corporate Services.
The KK will use commercially reasonable efforts to actively develop, deploy and
promote the Consumer Services in the Consumer Field of Use in the Territory and
Corporate Services in the Corporate Field of Use in the Territory at the KK's
sole cost, subject to the terms and conditions of this Agreement and in
accordance with the Joint Venture Agreement and the Business Plan. The KK shall
be solely responsible for all costs associated with the creation of the KK
Assets, all operational costs for the KK Web site, and all advertising and
promotional costs associated with the operation of the KK site. The KK shall
bear sole responsibility for all marketing, promotion, sales, business
development and engineering activities of the KK site, as well as the offering
of Consumer Services in the Consumer Field of Use and Corporate Services in the
Corporate Field of Use. The parties acknowledge and agree that the KK shall
develop the KK Assets for the site, and obtain by license appropriate
third-party content for the site. Any such licenses to third party content shall
run to the KK, and shall terminate upon dissolution of the KK.

g. Synchronization with Xxx.xxx Site. The KK acknowledges the
importance of maintaining a common look and feel and feature set for all natural
language question answering sites and services powered by Ask Jeeves' technology
worldwide. The KK shall ensure that the initial launch of all Web sites and
services in the Consumer Field of Use shall reflect the look and feel and
features of the Xxx.xxx Web site and its related sites. The parties anticipate
that the KK's sites and services may use variations on the "Ask Jeeves" name and
xxxxxx logo and enter into various co-branding arrangements for specific pages
on such sites via the display of sponsor's banners and other means. All such
variations on the "Ask Jeeves" name or the Logos, and all proposed co-branding
arrangements, must be consistent with AJI's trademark and copyright guidelines
and must be approved in writing in advance by AJI in its reasonable discretion.

h. Service Levels. The KK will operate all sites and services in the
Consumer Field of Use in a manner which is consistent with the current and
future quality standards, of the Xxx.xxx site and which meets uptime and
response times and other performance standards for users of the KK's services as
recommended by AJI to and approved by the KK Board of Directors as long as AJI
has representation on the KK Board equal to one-half of its members.

i. Compliance With Laws. The KK shall comply with all applicable
laws, regulations, rules, directives, ordinances and orders regarding the
marketing and performance of services in the Field of Use in the Territory and
the creation and dissemination of content. The KK will immediately notify AJI of
any investigation, inquiry or other issue with respect to the laws of any
jurisdiction in which the KK operates or intends to operate. Without limiting
the foregoing, the KK covenants that at all relevant times: (i) it will promptly
obtain or have obtained all governmental approval, permits and licenses, and
will promptly make or will have made all governmental filings and registrations,
necessary or prudent for the marketing and

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EXHIBIT 10.5.2.1

performance of Consumer Services and the creation and distribution of content in
the Territory, (ii) it will be in compliance with the Foreign Corrupt Practices
Act of the United States, and (iii) AJI is not required to obtain any
governmental approval, permits or licenses as a result of this Agreement, AJI's
performance hereunder or any payments made by the KK hereunder. Without limiting
its other remedies, if after having given notice to the KK that it is in breach
of any of the foregoing provisions, (if the breach is capable of being cured)
the KK has failed to cure such breach within sixty (60) days, and if AJI
reasonably believes there is a risk of potential criminal sanctions against any
officer or employee of either the KK or AJI, then AJI may suspend its
performance of any or all obligations herein, including without limitation,
AJI's obligation to deliver Updates to the KK, for so long as AJI reasonably
believes that the KK is in breach of this Section 5(i).

j. Content Standards. The KK shall not provide any content to users
that to the KK's knowledge: (i) infringes any third party's copyright, patent,
trademark, trade secret or other proprietary rights or rights of publicity or
privacy; (ii) violates any law, statute, ordinance, directive, or regulation
(including, without limitation, the laws and regulations governing export
control, unfair competition, antidiscrimination or false advertising); (iii) is
defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv)
is obscene, harmful to minors or child pornographic; (v) contains any viruses,
Trojan horses, worms, time bombs, cancelbots or other computer programming
routines that are intended to damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal
information; or (vi) is materially false, misleading or inaccurate.

k. Global Provisions.

(i) No Solicitation. Each party hereby undertakes that it will
not (A) solicit orders for any Corporate Services from customers headquartered
outside its territory, (B) engage in any advertising or marketing activity for
any Corporate Services outside its territory, (C) take any actions to place any
Corporate Services in any market outside its territory, or (D) maintain any
marketing facilities for Corporate Services outside its territory. AJI expressly
reserves all its and its Affiliates' rights in relation to marketing, sales and
licensing of Corporate Services outside the Territory. AJI shall have no
obligation to provide service support for any customers of the KK outside its
territory.

(ii) Whenever the KK wants to solicit any potential corporate
customer headquartered outside Japan to provide Corporate Services to it in
Japanese, the KK shall first notify AJI of such intention, whereupon the KK and
AJI shall coordinate their selling efforts (together with other Distributors if
appropriate or desirable).

(iii) If the KK receives a request from AJI or one or more
other Distributors (the "AJ ENTITY") to provide Corporate Services in Japanese,
the KK shall use commercially reasonable efforts to provide a binding quote (the
"QUOTE AMOUNT") and schedule for rendering those Corporate Services with the
information and in the format agreed between the KK and the AJ Entity within
five (5) Business Days following the KK's obtaining all relevant

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EXHIBIT 10.5.2.1

information from the AJ Entity, it being understood and agreed that obtaining
all such relevant information may require the KK to conduct one or more
in-person visits to the relevant potential Corporate Customer, a technical
analysis and similar actions by the KK or such AJ Entity. The AJ Entity shall
pay the KK not less than the Quote Amount. The Quote Amount will be based upon a
sublicensing fee and other charges and on terms no less favorable than those
offered to comparable Corporate Customers of the KK. The AJ Entity may use the
contents of the quote to determine pricing for a potential corporate customer in
its territory.

(iv) For the first two (2) requests of a Quote Amount, in the event
that the KK is unable to provide a Quote Amount in accordance with the preceding
paragraph, (without otherwise limiting any right or license granted the KK
pursuant to this Agreement) AJI has the right to provide the Quote Amount and
the requested Corporate Services in Japanese to the AJ Entity in question and to
perform all necessary activities in connection therewith. In such event, the KK
will grant to AJI (A) a fee-bearing license to use the KK Assets solely for the
purposes of providing the Corporate Services to the relevant corporate customer,
and (B) a fee-bearing sublicense of the Corporate Services Software, Localized
Development Tools, and any other materials as reasonably necessary or desirable
in connection with the Corporate Services to be provided to the relevant
corporate customer. The terms of the license shall be determined by the parties
in good faith at the time of grant of the license. After the first two (2)
requests for a Quote Amount, the KK and AJI shall enter into good faith
negotiations to determine how to handle the Quote Amount in the event of a
backlog or other urgent reasons, on a case by case basis.

6. AJI OBLIGATIONS.

a. Initial Delivery. At the Effective Date, AJI shall deliver to the
KK all the AJ Software and Development Tools in both Object Code and Source
Code, and Documentation, solely for the purposes set forth in Section 4(a). The
Source Code shall be delivered to the KK by delivery to the Source Code Work
Facility, which the KK agrees constitutes delivery of the Source Code to the KK.
AJI shall provide the KK with notice of the delivery and its location.

b. Delivery of Updates. AJI shall update a delivery schedule every
calendar quarter to indicate which Updates are expected or contemplated for the
next year. AJI shall provide to KK the Updates in both Object Code and Source
Code quarterly, with comments as are customary in the industry, together with
special notes AJI determines are appropriate, solely for the purpose of
Localization by the KK. All delivery of the Updates Source Code shall be made to
the Source Code Work Facility, but only so long as no company listed on Exhibit
F to the JV Agreement is a shareholder of the KK who has access to the Source
Code. In the event AJI fails to deliver the Update quarterly as scheduled, AJI
shall have ten (10) days to cure such default following the KK's notice of
breach. If at the end of such 10-day period AJI still fails to comply with its
delivery obligation with respect to such Update, the KK shall as its sole
remedy, at AJI's expense, send up to two engineers to AJ's site to retrieve the
Source Code in order for to KK to carry out the Internationalization, it being
understood that the KK engineers shall be subject to the Source Code
Restrictions set forth in EXHIBIT D, and shall bring the Source Code

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EXHIBIT 10.5.2.1

directly to the Source Code Work Facility. At such time as AJI in its sole
discretion deems it to be prudent, AJI shall, at its sole expense, pursue
independent research and development of alternative technology to the technology
at issue in the currently existing Patent Suits.

c. Development of Alternative Technology. At such time as AJI in its
sole discretion deems it prudent, AJI shall, at its sole expense, pursue
independent research and development of alternative technology to the technology
at issue in the current existing Patent Suits.

d. Support. AJI agrees to provide, either itself or by
subcontracting to Ask Jeeves or such other entity as AJI deems reasonably
appropriate in consultation with the KK, the technical support, training and
installation described in EXHIBIT E attached hereto.

e. Compliance With Laws. AJI shall comply with all applicable laws,
regulations, rules, directives, ordinances and orders regarding the development
of the AJ Software and the creation and dissemination of Updates. AJI will
immediately notify the KK of any investigation, inquiry or other issue with
respect to the laws of any jurisdiction in which AJ operates or intends to
operate. Without limiting the foregoing, AJI covenants that at all relevant
times: (i) it will have obtained all governmental approval, permits and
licenses, and will have made all governmental filings and registrations,
necessary or prudent for the Localization and development of the AJ Software and
the creation and dissemination of Updates in the Territory, and (ii) it is in
compliance with the Foreign Corrupt Practices Act of the United States. Without
limiting its other remedies, if after having given notice to AJI that it is in
breach of any of the foregoing provisions, (if the breach is capable of being
cured) AJI has failed to cure such breach within sixty (60) days, and if the KK
reasonably believes there is a risk of potential criminal sanctions against any
officer or employee of either the KK or AJI, then the KK may suspend its
performance of any or all obligations herein, including without limitation, the
KK's obligation to pay Revenue Based Fees pursuant to Section 5(c), for so long
as the KK reasonably believes that AJI is in breach of this Section 6(e).

f. Contract with TCI for Advertising. AJI shall use commercially
reasonable efforts to cause the KK to contract with TCI or an affiliate of TCI
for advertising purposes and back office support regarding the Consumer Services
and Corporate Services if such support is offered at no more than arms-length
prices.

g. Taxes. AJI shall be responsible for any taxes owing or assessed
against all payments under this Agreement under the laws of the United States.
AJI shall pay, and indemnify and hold the KK harmless from and against, any and
all sales, use, excise, value-added or similar tax, fee or duty (including for
the avoidance of doubt withholding taxes which shall be deducted by the KK if
applicable and taxes based on AJI's net income), including any penalties and
interest, as well as all costs associated with the collection or withholding
thereof, levied on AJI's income, sales and operations, including the delivery of
the Updates to the KK, or any payments made by the KK to AJI hereunder.

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EXHIBIT 10.5.2.1

7. INFRINGEMENT CLAIMS.

a. Notice of (Threatened) Infringement. In the event that the KK or
AJI learns of any infringement or threatened infringement of the XX Xxxxx or of
any allegation or claim by any person that an AJ Xxxx is liable to cause
deception or confusion to the public, or is liable to dilute or infringe any
right of any person, the KK or AJI, as the case may be, shall notify the other
Party. AJ shall take action against any such unauthorized use or infringement.
AJ shall promptly notify the KK of its determination and shall briefly describe
the action, if any, which it shall take.

b. Litigation Control. In the event that AJ initiates litigation
against any person in connection with the foregoing, AJ shall choose the
attorneys, control the litigation, pay the litigation expenses, and retain any
damages recovered as a result of any judgment in favor of AJ.

8. CONFIDENTIALITY.

a. Standard of Care. Each Party agrees to do the following with
respect to any Confidential Information: (i) exercise the same degree of care to
safeguard the confidentiality of, and prevent the unauthorized use of, such
information as that Party exercises to safeguard the confidentiality of its own
Confidential Information of a like nature, but in no event less than a
reasonable degree of care, and (ii) instruct and require such advisors,
employees, sublicensees, and agents to maintain the confidentiality of such
information, and not to use such Confidential Information except as expressly
permitted herein. Each Party further agrees not to remove or destroy any
proprietary or confidential legends or markings placed upon any documentation or
other materials. Notwithstanding the foregoing, regardless of (1) whether any
Source Code or other information contained within the AJ Software, the Licensed
Software and Documentation was known to the KK or TCI (or employees, contractors
or consultants of either) before the date of delivery to the KK, or (2) any
components of the AJ Software, the Licensed Software, the Documentation and the
U.S. Knowledgebase are confidential and proprietary and the Confidential
Information of AJI and its licensors. Similarly, regardless of (1) whether any
Source Code or other information contained within the KK Technology was known to
AJI or its employees before the date of delivery to AJI, or (2) any components
of the KK Technology or the accompanying documentation is labeled confidential
or proprietary when delivered to AJI by the KK, the Japanese Knowledge Base and
the KK Technology are confidential and proprietary and are the Confidential
Information of the KK.

b. Proprietary Agreement. The foregoing confidentiality obligations
shall also apply to the contents of this Agreement and the JV Agreement.

c. Government Disclosures. The obligations under this Section 8
shall not prevent the Parties from disclosing the Confidential Information or
terms of this Agreement and the JV Agreement to any governmental authority as
required by law or regulation (including those requiring filing of documents in
connection with registrations under the Securities Act of 1933) or as ordered by
a court (provided that the Party intending to make such disclosure in such

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EXHIBIT 10.5.2.1

circumstances: (i) has given the appropriate other Party prompt notice prior to
making such disclosure so that the other Party may seek a protective order or
other appropriate remedy prior to such disclosure, and (ii) cooperates fully
with the other Party in seeking such order or remedy), and seeks confidential
treatment of the Confidential Information, this Agreement and the JV Agreement
when disclosed to a governmental authority. In the event the governmental
authority denies confidential treatment, the Parties will use their best efforts
to seek a protective order to redact Confidential Information, financial
information and payment schedules from this Agreement and the JV Agreement.

9. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10, THE AJ SOFTWARE, THE LICENSED
SOFTWARE, THE JAPANESE KNOWLEDGE BASE, THE XX XXXXX AND THE DOCUMENTATION ARE
LICENSED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING
THE FOREGOING, AJI MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE AJ SOFTWARE, THE LICENSED SOFTWARE, THE JAPANESE KNOWLEDGE
BASE, THE XX XXXXX OR THE DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. WARRANTIES AND REPRESENTATIONS OF AJI AND ASK JEEVES.

Each of AJI and Ask Jeeves (but only as to the paragraphs which relate to
it) hereby warrants and represents to the KK that:

a. Good Standing. Each of AJI and Ask Jeeves is duly organized,
validly existing, and in good standing under the laws of the State of Delaware
and is duly qualified to do business and is in good standing in each
jurisdiction in which it is required to be so qualified;

b. Authority. Each of Ask Jeeves and AJI has the power and authority
to enter into this Agreement;

c. Agreement Enforceable. This Agreement is enforceable against Ask
Jeeves and AJI in accordance with its terms, except as such enforceability (i)
is limited as to Ask Jeeves to the provisions with respect to which it has
executed this Agreement and (ii) may be limited by bankruptcy or other laws
affecting the enforcement of creditors' rights generally or by general equity
principles, and does not violate or create a default under any instrument or
agreement binding on Ask Jeeves or AJI;

d. Ownership of XX Xxxxx. Ask Jeeves (i) is and will be the owner of
the AJ Assets and the XX Xxxxx, except that it does not yet own the domain names
listed on Exhibit A, (ii) has full right, title and interest in and to the AJ
Assets and the XX Xxxxx, and (iii) AJI has

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EXHIBIT 10.5.2.1

full power and authority to grant the license to the AJ Assets licensed
hereunder and the XX Xxxxx, as well as the limited license to the Source Code
granted under this Agreement;

e. No Infringement. So far as either Ask Jeeves or AJI is aware, the
AJ Assets, and the XX Xxxxx, and the usage rights granted under this Agreement
do not infringe on, or constitute an unauthorized use of, the rights, title or
interests of any other person. Further, on the Effective Date, no person has
made any such material claim of infringement or unauthorized use against AJI or
Ask Jeeves except for the Xxxx Suit and the IPLearn Suit;

f. No Litigation. So far as either Ask Jeeves or AJI is aware, on
the Effective Date, there are no pending or threatened actions or proceedings
before any court or administrative agency that could have a material adverse
effect on AJI or Ask Jeeves to perform AJI's obligations under this Agreement,
except for the Xxxx Suit and the IPLearn Suit;

g. No Conflict. The execution, delivery and performance by AJI of
this Agreement does not conflict with or create a default under AJI's articles
of incorporation or by-laws or any material provision of any indenture, note,
bond, security agreement or other agreement of AJI or under which AJI or any of
its properties is bound, except that it conflicts with AJI's obligations under
the Global Agreement with Ask Jeeves and the Ask Jeeves UK Partnership;

h. Trademark Registration. AJI has filed all appropriate application
in Japan to register the XX Xxxxx or will initiate such filings within sixty
(60) days of the Effective Date; and

i. Governmental Approval. AJI shall obtain all governmental
approvals necessary for it to enter into and perform this Agreement, and TCI
shall provide reasonable assistance in obtaining such approvals.

11. WARRANTIES AND REPRESENTATIONS OF THE KK AND TCI.

Each of TCI (but only as to the paragraphs which relate to it) and the KK
warrants and represents to AJI that:

a. Good Standing. Each of TCI and the KK is duly organized, validly
existing, and in good standing under the laws of Japan and is duly qualified to
do business and is in good standing in each jurisdiction in which it is required
to be so qualified;

b. Authority. Each of TCI and the KK has the power and authority to
enter into this Agreement;

c. Agreement Enforceable. This Agreement is enforceable against TCI
and the KK in accordance with its terms except as such enforceability (i) is
limited as to TCI to the provisions with respect to which it has executed this
Agreement and (ii) may be limited by bankruptcy or other laws affecting the
enforcement of creditors' rights generally or by general

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EXHIBIT 10.5.2.1

equity principles and does not violate or create a default under any instrument
or agreement binding on the KK;

d. Ownership of KK Assets. The KK (i) except as set forth in this
Agreement is and will be the owner of the KK Assets and (ii) has full right,
title and interest in and to such KK Assets;

e. No Infringement. So far as the KK is aware, the KK Assets, do not
infringe on, or constitute an unauthorized use of, the rights, title or
interests of any other person and no person has made any such claim of
infringement or unauthorized use against the KK; excepted from this warranty and
representation and any attendant indemnification shall be any instance or
finding, in any Patent Suit, of infringement by the AJ Assets, which finding is
extended to include infringement by any derivatives of that technology developed
pursuant to this Agreement, including without limitation, infringement by the KK
Assets (to the extent such infringement arises from the underlying AJ Assets);

f. No Litigation. So far as the KK is aware, there are no pending or
threatened actions or proceedings before any court or administrative agency that
could have a material adverse effect on the KK's ability to perform its
obligations under this Agreement;

g. Governmental Approval. The KK shall obtain all governmental
approvals necessary for it to enter into and perform this Agreement; and

h. No Conflict. The execution, delivery and performance by the KK of
this Agreement does not conflict with or create a default under the KK's
articles of incorporation or by-laws or any material provision of any indenture,
note, bond, security agreement or other agreement of the KK or under which the
KK or any of its properties is bound.

12. INDEMNITY.

a. KK Indemnity.

(i) Basic Indemnity. The KK shall indemnify and hold AJI and
its licensors harmless from and against any and all liabilities, claims, losses,
costs and expenses, including without limitation reasonable attorneys' fees
which AJI, its affiliates or their licensors may incur as a result of any third
party claims in any form arising from, relating to or in connection with (A) any
KK Content, Consumer Services, or Corporate Services offered by the KK
(including, without limitation, any acts or omissions relating to the KK's sales
practices), or (B) from the KK's use of any AJ Xxxx or Logo other than in
accordance with this Agreement, or (C) from any breach by the KK of Section 5(i)
("Compliance with Laws"), Section 5(j) ("Content Standards") or Section 11
("Warranties and Representations of the KK").

(ii) Reseller Indemnity. In addition, the KK agrees to
indemnify, defend and hold harmless AJI and its licensors from and against any
and all liabilities, claims,

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EXHIBIT 10.5.2.1

losses, fines, penalties, costs and expenses, including without limitation
reasonable attorneys' fees which AJI or its licensors may incur as a result of
any third party claims in any form arising out of (A) any statement made by or
on behalf of the KK or any reseller of the KK regarding the function or
operation of the Corporate Services Software or Corporate Services, and (B) any
terms agreed to between the KK and its customers for the Corporate Services,
where in each case, such terms do not comply with the minimum license terms set
forth in EXHIBIT C.

(iii) Conditions. As a condition to the KK's obligations under
this Section 12(a), AJI will provide prompt written notice of any claim giving
rise to an obligation of the KK hereunder, will tender the sole control of the
defense and settlement of such claim to the KK, and will provide the KK with all
assistance that the KK reasonably requests in connection with such defense or
settlement.

b. AJ Indemnity.

(i) Basic Indemnity. Each of AJI and Ask Jeeves, jointly and
severally, shall indemnify and hold the KK harmless from and against any and all
liabilities, claims, losses, costs and expenses, including without limitation
reasonable attorneys' fees which the KK or its affiliates or licensees may incur
as a result of any third party claims in any form arising from, relating to or
in connection with any AJ Assets or from any breach by Ask Jeeves or AJI of
Section 10 (Warranties and Representations of AJ) including in the event of any
instance or finding of infringement as recited in Section 10(e) above. For the
avoidance of doubt, the foregoing indemnity shall apply if as a direct result of
any such instance or finding of AJI or Ask Jeeves' infringement the KK is also
held by a court of competent jurisdiction to have infringed upon any third
party's Intellectual Property Rights (whether in an action brought by such third
party or by a Corporate Customer of the KK).

(ii) Special Remedies in Event of Infringement. In addition to
the foregoing, if AJI or Ask Jeeves is held by a court of competent jurisdiction
to have infringed upon a third party's intellectual property rights, or if such
court suspends AJ's use of the Consumer Services or Corporate Services, then AJ,
at its sole expense, shall use all commercially reasonable efforts to (x) obtain
a license from the rightful technology owner to permit the KK to use the
infringed technology, (y) obtain licenses to alternative, similar technologies
to enable the KK to continue its operations as contemplated under this
Agreement, or (z) develop alternative, non-infringing technologies for licensing
to the KK to continue its operations as contemplated under the JV Agreement and
this Agreement, or failing those remedies take such other action as AJI in
consultation with the KK may deem to be appropriate.

(iii) Limitations of Liability. Notwithstanding anything to
the contrary provided in this Agreement, if a modification or substitution in
accordance with item (x) of the preceding paragraph is not possible so as to
avoid the infringement, or AJI has been unable to procure a license in
accordance with item (y) of the preceding paragraph, and AJI elects to proceed
with item (z) of the preceding paragraph, AJI shall be liable for (A) all
additional costs incurred in implementing and maintaining such alternative,
non-infringing technologies, and (B)

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EXHIBIT 10.5.2.1

actual losses (including attorneys' fees), subject to the limitation of
liability provided in Section 13 below, incurred by the KK in the event that a
customer of the KK sues the KK for the KK's inability or failure to provide
Corporate Services or Consumer Services due to the finding of infringement.

(iv) Conditions. As a condition to AJI's obligations under
Section 12(b)(i), the KK will provide prompt written notice of any claim giving
rise to an obligation of AJI hereunder, will tender the sole control of the
defense and settlement of such claim to AJI, and will provide AJI with all
assistance that AJI reasonably requests in connection with such defense or
settlement, including any arising from a suit filed by any plaintiff to the
Patent Suits.

13. LIMITATION OF LIABILITY.

a. EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 ("Confidentiality"),
THE KK'S EXCEEDING THE SCOPE OF THE LICENSES GRANTED PURSUANT TO SECTION 3
("License Grants") ASK JEEVES' OR AJI'S BREACH OF EXCLUSIVITY GRANTED IN SECTION
3, OR PAYMENTS MADE AS A RESULT OF A CLAIM UNDER SECTION 12 ("Indemnity"),
NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER
ARISING, INCLUDING NEGLIGENCE).

b. EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 ("CONFIDENTIALITY"),
THE KK'S EXCEEDING THE SCOPE OF THE LICENSES GRANTED IN SECTION 3 ("LICENSE
GRANTS") OR ASK JEEVES' OR AJI'S BREACH OF EXCLUSIVITY PROVISIONS GRANTED IN
SECTION 3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
CLAIMS MADE IN AN AMOUNT GREATER THAN:

(i) |*|DOLLARS ($|*|) FOR CLAIMS MADE DURING THE FIRST YEAR AFTER
THE EFFECTIVE DATE;

(ii) |*|DOLLARS ($|*|) FOR CLAIMS MADE DURING THE SECOND YEAR AFTER
THE EFFECTIVE DATE;

(iii) |*|DOLLARS ($|*|) FOR CLAIMS MADE DURING THE THIRD YEAR AFTER
THE EFFECTIVE DATE; AND

(iv) FOR CLAIMS MADE MORE THAN THREE YEARS AFTER THE EFFECTIVE DATE,
THE DOLLAR LIMITATION SHALL BE EQUAL TO THE AMOUNT ACTUALLY PAID BY THE KK TO
AJI DURING THE TWELVE-MONTHS PRIOR TO THE DATE THE CLAIM WAS MADE (THE "GENERAL
FINANCIAL CAP"). THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
THE GENERAL FINANCIAL CAP

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EXHIBIT 10.5.2.1

FOR A PARTICULAR YEAR OR TIME PERIOD SHALL APPLY TO A CLAIM FOR WHICH THE
COMPLAINING PARTY HAS GIVEN NOTICE PURSUANT TO SECTION 12(A)(III) OR 12(B)(IV)
(AS THE CASE MAY BE) ON A DATE WITHIN THAT PARTICULAR YEAR OR TIME PERIOD.

c. THE FOREGOING PROVISIONS OF THIS SECTION 13 SHALL NOT APPLY TO
LIABILITY FOR (I) PERSONAL INJURY OR DEATH RESULTING FROM NEGLIGENCE OR WILLFUL
MISCONDUCT, (II) FRAUD OR FRAUDULENT MISREPRESENTATION; AND (III) ANY OTHER
LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED.

d. THE FOREGOING PROVISIONS OF THIS SECTION 13 SHALL APPLY TO
INDEMNIFICATION OF THE KK FOR ANY CLAIM(S) OF INFRINGEMENT PURSUANT TO SECTION
12(B) EXCEPT THAT (INSTEAD OF THE GENERAL FINANCIAL CAP) THERE SHALL BE A
SPECIAL FINANCIAL CAP OF |*|DOLLARS ($|*|).

14. TERM AND TERMINATION.

a. Term. This Agreement will commence on the Effective Date and will
remain in effect indefinitely unless terminated by the mutual agreement of the
parties or as specified in Section 14(b).

b. Termination of JV Agreement for Special Material Breach. Without
limiting any other remedies for material breach of any provision of this
Agreement, the JV Agreement may be terminated by either Party on sixty (60)
days' written notice to the other only if the other Party commits a Special
Material Breach of this Agreement and such breach is not cured within the
applicable cure period. For purposes of this Section, "SPECIAL MATERIAL BREACH"
means:

(i) as to the KK: (A) a failure to pay any fee hereunder for
twenty (20) days after the date of AJI's notice of breach, or (B) breach of
Section 15(j); and

(ii) as to AJI: (A) breach of the exclusivity of the licenses
set forth in Section 3 which has not been cured after sixty (60) days following
the KK's notice of breach, or (B) breach of Section 15(j).

c. Effect of Termination of JV Agreement.

(i) Dissolution of KK by Material Breach. Notwithstanding the
foregoing, in the event of dissolution of the KK by reason of material breach of
the JV Agreement, the KK shall assign this Agreement to the Terminating
Shareholder (as defined in the JV Agreement) and all licenses granted hereunder
shall continue in full force and effect as set forth in this Agreement. The
Terminating Shareholder shall have ongoing exclusive use of the Localized
version of the AJ Assets and KK Assets. The KK shall assign ownership of the KK
Assets to the Terminating Shareholder. The KK shall assign its undivided
one-half interest in

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EXHIBIT 10.5.2.1

and to the Derived KK Content to the Terminating Shareholder, subject to all
restrictions set forth in Section 2(f) of this Agreement, which shall continue
in full force and effect. The License to the XX Xxxxx shall be transferred to
the Terminating Shareholder, and the Terminating Shareholder shall obtain all
rights, and assume all obligations of the KK for all purposes, including without
limitation, this Agreement. Without limiting the KK's obligations under Section
4, (A) the Defaulting Party shall otherwise return or destroy all Confidential
Information to the nonbreaching party and certify in writing that it has done
so, provided that the Defaulting Party shall not be required to (I) destroy
items which it requires to continue operating its business in the ordinary
course (so long as such items remain Confidential) or (II) purge backup and
archival copies of its information made in the ordinary course of business which
may contain the nonbreaching party's Confidential Information; and (B) the
nonbreaching party will return or destroy all of Defaulting Party's Confidential
Information and certify that it has done so, provided that the nonbreaching
party shall not be required to (I) destroy items which it requires to continue
operating its business in the ordinary course (so long as such items remain
Confidential) or (II) purge backup and archival copies of its information made
in the ordinary course of business which may contain the Defaulting Party's
Confidential Information.

(ii) Dissolution by Mutual Agreement. In the event of
dissolution of the KK by reason of mutual agreement, the KK shall assign equal
and concurrent ownership to both TCI and AJI of all KK Assets and any other
technology, content, and property owned by it, and the KK shall assign equal and
concurrent ownership to both TCI and AJI of all of its undivided one-half
interest in the Derived KK Content. In the event any IP protective filings have
been made by the KK (as to KK Assets or such other technology), under this
section, formal assignments to TCI and AJI as co-owners of said filings shall be
made, and authorized officers of the KK shall execute any other documentation
necessary to evidence the co-ownership of the KK Assets and such other
technology by the parties. Concurrently therewith, AJI shall grant to TCI a
perpetual, fee-free, worldwide non-exclusive license to use the then existing
Localized version of the AJ Assets. Thereafter, each of TCI and AJI shall be
free to utilize such Localized version of the AJ Assets, KK Assets, Derived KK
Content and such other technology in the Territory, either themselves or through
third parties, without restriction of any kind as against one another. AJI shall
then provide technical support to TCI at the then-current market rate for AJI's
support services, for at least six (6) months following the dissolution date, in
accordance with EXHIBIT E. AJI shall have exclusive use of the XX Xxxxx and the
AJURL. AJI shall pay, in proportion to its ownership share in the KK, to TCI the
fair market value of the goodwill built up in the AJURL. TCI shall have
exclusive use of all other URLs registered by the KK, and AJI shall take any
steps necessary to effectuate such exclusive use. TCI shall pay to AJI the fair
market value of the goodwill built up in such other URLs.

(iii) Buy-out of Defaulting Shareholder. In the event of a
buy-out of a Defaulting Shareholder's interest in the KK by the Terminating
Shareholder pursuant to the JV Agreement, the KK and all the licenses, rights
and obligations granted to the KK under this Agreement shall remain in full
force and effect. The Terminating Shareholder shall be entitled to purchase the
Defaulting Shareholder's interest at either (a) price per share equal to |*|
|*|, or (b) a purchase price of (Yen)|*| per share.

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EXHIBIT 10.5.2.1

(iv) [INTENTIONALLY OMITTED]

d. Effect of Termination of Distribution and License Agreement. Upon
termination of this Agreement for any reason:

(i) all future usage rights of the KK to the AJ Assets and
(unless specifically herein provided to the contrary) the Localized version of
the AJ Assets shall cease, as shall AJI's obligations to provide any additional
AJ Assets (including Updates) to the other. Following termination, AJI shall
become free to Localize and distribute AJ Assets within the Territory.

(ii) the license of the XX Xxxxx and all uses of the XX Xxxxx
shall be extracted from any version of the Localized version of the AJ Assets
(to the extent the KK has continued usage rights thereto pursuant to this
Section 14) and the KK Assets utilized by the KK, and with regard to the KK
Assets, all uses of the XX Xxxxx shall similarly be extracted. Nothing in this
section shall operate to grant any license in or to the XX Xxxxx to the KK or
TCI outside of the operation of the KK beyond the terms detailed above except
per Section 14(d)(i).

15. MISCELLANEOUS.

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EXHIBIT 10.5.2.1

a. Force Majeure. Each party will have no liability to the other
party as a result of any delay or failure in the performance of such party's
obligations under this Agreement if the delay or failure is caused by events or
circumstances beyond such party's control including earthquakes, fires, floods,
riots, wars, labor disputes, shortages of materials or supplies, changes in laws
or government requirements, and transportation difficulties. If either party is
prevented from performing any of its obligations hereunder due to any such event
or circumstance beyond its control, it will use reasonable efforts under the
circumstances to notify the other party and to resume performance as soon as
reasonably possible.

b. Survival. Each party's rights and obligations under the following
Sections will survive the expiration or termination of this Agreement for any
reason: Sections 1, 4(c), 4(d), 5(a), 5(c)(only with respect to payments accrued
prior to termination), 5(d), 7 through 13, 14(c), 14(d) and 15.

c. Notices. All notices, consents, waivers, and other communications
intended to have legal effect under this Agreement must be in writing, must be
delivered to the other party at the address set forth below by personal
delivery, telecopier or facsimile transmission, or a nationally recognized
overnight courier, and will be effective upon personal delivery or upon
acknowledgement of receipt of an electronic transmission. Each party may change
its address for receipt of notices by giving notice of the new address to the
other party.

To AJI: To the KK:
------ ---------

Ask Jeeves International, Inc. Ask Jeeves Japan, Inc.
00000 Xxxxxxxx Xxxxxxxxx 0-0-0 Xxxxxxx
Xxx Xxxxxxx, XX 00000 Minato-ku Tokyo, 107
Attention: Xxxxxx Xxxxxxx, CE- JAPAN
Telecopier: 000-000-0000 Telecopier:
Telephone: 000-000-0000 Telephone:

With a copy required for any notice to: With a copy (which shall not constitute notice) to:

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EXHIBIT 10.5.2.1

Ask Jeeves, Inc. Xxxxxx Pepper & Shefelman PLLC
0000 Xxxxxx Xxxxxx 0000 Xxxxx Xxxxxx #0000
Xxxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx, General Attention: Xxxxx X. Xxxxxxx
Counsel
Telecopier: 000-000-0000 Telecopier: (000) 000-0000
Telephone: 000-000-0000 Telephone: (000) 000-0000

With a copy (which shall not constitute
notice) to:

Cooley Godward LLP
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
Telecopier: 000-000-0000
Telephone: 000-000-0000

d. Arbitration.

(i) Subject to Section 15(d)(ii), any dispute, controversy or
claim arising out of or relating to this Agreement, or the breach, termination,
or invalidity thereof, shall be settled by arbitration in San Francisco,
California, U.S.A. in accordance with the rules of JAMS/ENDISPUTE by three (3)
arbitrators knowledgeable in the field of software licensing appointed in
accordance with such rules. The language of the arbitration shall be English
with Japanese translation as requested. California law shall govern any
arbitration proceeding arising from this Agreement. The arbitration award shall
be final and binding upon the parties, and judgment on such award may be entered
in any court having jurisdiction thereof. To the extent permitted by law, the
Parties shall keep proceedings and award confidential.

(ii) Any dispute, controversy or claim arising out of or
relating to the interpretation or the implementation of Section 14(c) shall be
settled by Arbitration in accordance with the rules then in effect of the Japan
Commercial Arbitration Association by three (3) arbitrators knowledgeable in the
field of software licensing appointed in accordance with such rules. One (1) of
the three (3) arbitrators shall be a U.S. national; one (1) arbitrator shall be
a Japanese national; and one (1) arbitrator shall be mutually appointed by the
other two arbitrators. Any such arbitration shall be held in Tokyo, Japan and
shall be conducted in Japanese (with English translation to the extent requested
by AJI or an English-speaking arbitrator). The arbitration panel shall only have
authority to render a decision regarding (1) the breach of the Joint Venture
Agreement and (2) the disposition of the Joint Venture Agreement. The
arbitration panel shall have no authority to arbitrate the disposition of this
Distribution and License Agreement. Any disposition of this Agreement shall only
be made pursuant to Section 15(d)(i) above. The arbitration award shall be final
and binding upon the Parties and judgment on such

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EXHIBIT 10.5.2.1

award may be entered in any court having jurisdiction thereof. The Parties shall
keep proceedings and award confidential.

e. Provisional Relief. The parties agree that the arbitrator shall
have the authority to issue interim orders for provisional relief, including,
but not limited to, orders for injunctive relief, attachment or other
provisional remedy, as necessary to protect either party's name, proprietary
information, trade secrets, know-how or any other proprietary right. The parties
agree that any interim order of the arbitrator for any injunctive or other
preliminary relief shall be enforceable in any court of competent jurisdiction.
In addition, nothing in this Agreement shall be deemed as preventing either
party from seeking provisional relief from any court of competent jurisdiction
in accordance with Section 15(f).

f. Governing Law. This Agreement will be governed by and interpreted
in accordance with the laws of the State of California, excluding any conflicts
or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.
Section 14(c) will be governed by and interpreted in accordance with the laws of
Japan. The parties agree that the United Nations Convention on the Sale of
International Goods will not apply to this Agreement.

g. Injunctive Relief. It is understood and agreed by both parties
that a breach of the provisions of this Agreement by the other may cause
irreparable damage for which recovery of monetary damages would be inadequate,
and that either party may seek injunctive or other equitable relief to protect
their Confidential Information, Intellectual Property Rights and other rights
under the Agreement, in addition to any and all remedies available at law.

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

i. Severability. If any provision of this Agreement is unenforceable
or invalid under any applicable law or is so held by applicable court decision,
such unenforceability or invalidity will not render this Agreement unenforceable
or invalid as a whole, and such provision will be changed and interpreted so as
to best accomplish the objectives of such unenforceable or invalid provision
within the limits of applicable law or applicable court decisions.

j. Assignment. Neither this Agreement nor any rights or obligations
of the KK or AJI under this Agreement may be assigned (by operation of law or
otherwise) in whole or in part without the prior written consent of the other
party, which may be withheld in the other party's sole discretion. A Change In
Control shall be deemed to be an assignment (except as set forth in the Joint
Venture Agreement). Any attempted assignment without the prior written consent
of such other party will be null and void ab initio and will be a Special
Material Breach of this Agreement. This Agreement will bind and inure to the
benefit of the respective successors and permitted assigns of the parties.
Either party may assign, except in connection

-35-

EXHIBIT 10.5.2.1

with a Change In Control, this agreement to a wholly-owned subsidiary without
consent of the other party. Provided that (i) notice of such assignment is
provided to the other party within ten (10) days of such assignment, and (ii)
that the assigning party shall remain fully liable for all obligations incurred
by it under this Agreement.

k. Filings. Promptly after execution of this Agreement, the KK shall
file with the appropriate authorities of Japan, by the names of the Parties as
required by Japanese law, an application for approval of the business
contemplated by this Agreement.

l. Export Control. AJI shall, at its own expense, comply with all
U.S., and other governmental laws and regulations, including those of all
countries within the Territory, concerning the export or re-export of the AJ
Software and Licensed Software.

m. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be original as against any party whose
signature appears thereon, and all of which together shall constitute one and
the same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected herein as signatories.

n. Currency. Unless otherwise noted, all dollar amounts refer to
United States Dollars. All yen amounts refer to Japanese Yen.

o. Decisionmaking. The KK's decisions regarding this Agreement will
be decided by board vote on which AJI directors have abstained.

[Signature pages follow.]

-36-

EXHIBIT 10.5.2.1

IN WITNESS WHEREOF, the parties, by their duly authorized representatives,
have executed this Agreement as of the Effective Date.

ASK JEEVES INTERNATIONAL, INC.

By: /s/ Xxxxxx Xxxxxxx
------------------------------

Name: Xxxxxx Xxxxxxx
----------------------------
Title: President
---------------------------

A.J.J. Co., Ltd.

By: /s/ Xxxxxxxxx Xxxx
------------------------------
Name: Xxxxxxxxx Xxxx
----------------------------
Title: President
---------------------------

-37-

EXHIBIT 10.5.2.1

By the signature of its duly authorized officer, Ask Jeeves, Inc., a
Delaware corporation, with offices at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx
00000, XXX, hereby agrees to be bound, jointly and severally with Ask Jeeves
International, Inc., by the provisions of Sections 8, 9, 10, 12(b) and 15,
subject to the limitation of liability set forth in Section 13 (and no other
provisions), of this Distribution and License Agreement (this "Agreement") by
and between Ask Jeeves International, Inc. and Ask Jeeves Kabushiki Kaisha (in
Japanese) and Ask Jeeves Japan, Inc. in English, Ask Jeeves, Inc. and Trans
Cosmos, Inc. as if fully set forth herein.

IN WITNESS WHEREOF, Ask Jeeves, Inc., by its duly authorized
representative, has executed this Agreement (only with respect to such Sections
8, 9, 10 and 12(b), 13 and 15 subject to the limitation of liability set forth
in Section 13) as of the Effective Date.

ASK JEEVES, INC.

By: /s/ Xxxx Xxxxx
--------------------------
Name: Xxxx Xxxxx
------------------------
Title: President
------------------------

-38-

EXHIBIT 10.5.2.1

By the signature of its duly authorized officer, Trans Cosmos, Inc., a
Japanese corporation, having its principal place of business at 0-0-0 Xxxxxxx,
Xxxxxx-xx Xxxxx, 000, Xxxxx, hereby agrees to be bound, jointly and severally
with Ask Jeeves Kabushiki Kaisha (Ask Jeeves Japan, Inc.), by the provisions of
Sections 3(j), 8, 11 and 15, subject to the limitation of liability set forth in
Section 13 (and no other provisions), of this Distribution and License Agreement
(this "Agreement") by and between Ask Jeeves International, Inc. and Ask Jeeves
Kabushiki Kaisha (in Japanese) and Ask Jeeves Japan, Inc. in English, Ask
Jeeves, Inc. and Trans Cosmos, Inc., as if fully set forth herein.

IN WITNESS WHEREOF, Trans Cosmos, Inc., by its duly authorized
representative, has executed this Agreement (only with respect to such Sections
3(j), 8, 11 and 15 subject to the limitation of liability set forth in Section
13) as of the Effective Date.

TRANS COSMOS, INC.

By: /s/ Xxxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxx
---------------------------------
Title: Executive Vice President
--------------------------------

-39-

EXHIBIT 10.5.2.1

EXHIBIT A

LIST OF XX XXXXX

Ask Jeeves(SM)

Jeeves Live(SM)

Jeeves Answers(SM)

Jeeves Answers Suite(SM)

Jeeves Search(SM)

Jeeves Advisor(SM)

Jeeves Insight(SM)

Jeeves Compare(SM)

[Ask Jeeves logo]

TO BE COMPLETED

(LOGO'S, XXXXXX LOGO, ETC.)

[Ask Jeeves logo](SM)

[Ask Jeeves logo](SM)
[Ask logo](SM) DOMAIN NAMES
xxx.xx.xx;

A-1

EXHIBIT 10.5.2.1

xxxxxxxxx.xx.xx;

xx.xx.xx;

xxx.xx.xx;

xxxxxxxxx.xx.xx;

xx.xx.xx; and

xxxx.xx.xx

A-2

EXHIBIT 10.5.2.1

EXHIBIT B

The AJ Software includes the following and all Updates thereto:

- Jeeves Search, (formerly Direct Hit), provides enhanced search
engine facilities and is based on a Free BSD platform, with Oracle
and BDB as backend database components, and PERL, C++, and Java as
runtime components. Jeeves Search includes the following components:

- Jeeves Popularity Engine

- Jeeves OOSE (Search Engine)

- Jeeves Directory

- Jeeves Shopping

- Jeeves Text Sponsorship

- Jeeves Answers, the original question answering service, provides an
editorial approach to indexing documents; it is based on Visual C++,
MFC, SQL Server, and IIS with ASP. Jeeves Answers includes the
following components:

- Jeeves QAE (Question Answering Engine)

- Jeeves Research Assistant (Knowledgebase development
tools)

- Jeeves Answer Exchange

- Jeeves Insight, offers reporting and data analysis
relating to use of the other Ask Jeeves products

- Jeeves Live, provides web-based CRM environments
including chat and co-browsing, and offers real time customer
interaction with human customer service representatives via the Web.
It is a Java-based development environment.

- Jeeves Advisor provides advice based on a decision
support engine, also mostly Java-based. Offers product selection and
decision support

NOTE: Some AJ Software is already substantially Internationalized by virtue of
the development paradigm chosen (e.g., Java and XML-based applications).
In these cases, the KK will review the source and develop code necessary
to demonstrate to AJI's satisfaction the

B-1

EXHIBIT 10.5.2.1

operation of these programs in the Asian character sets and languages
("CJK"). In other cases, the KK will undertake to convert the programs to
handle Unicode characters.

B-2

EXHIBIT 10.5.2.1

EXHIBIT C

MINIMUM LICENSE TERMS FOR CORPORATE SERVICES

"Customer" below is the Corporate Customer

1. DEFINITIONS.

1.1. "ASK JEEVES" means Ask Jeeves Kabushiki Kaisha.

1.2. "SERVICE" means services rendered by Ask Jeeves and any software and
data files Ask Jeeves delivers for use with those services (including
knowledgebase files, which contain Ask Jeeves' proprietary syntactic and
semantic, and product selection networks), and other materials Customer may be
delivered from time to time for use with Ask Jeeves products and Services.

1.3. "SERVICE LOG FILES" are log files generated from the software portion
of the Services (not server logs themselves).

1.4. "SITE(S)" means specified parts of website(s) or parts of website(s)
on which Customer may make the Service available to users. The Site includes
co-branded (where Customer's branding is at least as prominent as the third
party's) or framed versions of the Site but does not include any customized
'private label' version of the Site not substantially branded as a Customer
site.

2. CONTENT AND CREATION OF SITE. Customer agrees that it shall be responsible
for the creation of all Customer Materials and all contents of the Site other
than the Services.

3. LIMITED LICENSES.

3.1. LICENSE. Subject to the terms of this Agreement, Ask Jeeves grants
Customer a limited, nonsublicensable, nontransferable, non-exclusive right to
use that Service solely to provide users of the Site(s) to access the end-user
functionality provided by that Service. Customer may distribute the software
portion of the Service only to the extent the portions of the software are
intended to be downloaded by end users in the course of the normal operation of
the Service. Customer may only make copies of the Service (i) for installation
and use on the Sites and (ii) backup copies of the Service made incidentally to
backing up the Sites. Customer must reproduce and include the copyright notice
and any other notices that appear on the Service, including on the copy's media.
Customer will only use the Service in the technical environment described in the
documentation to the Service. Ask Jeeves grants no implied license to its
intellectual property (including patents), and all rights not expressly granted
in this Section 3 are reserved by Ask Jeeves.

C-1

EXHIBIT 10.5.2.1

3.2. RESTRICTIONS. Customer will not, and will not allow any third party
to: (i) decompile, disassemble, or otherwise reverse engineer the Service by any
means whatsoever, including by using the Service Log Files; (ii) provide, lease,
lend, use for timesharing or service bureau purposes or otherwise use the
Service for or with a third party (except as end users may use the Service over
Customer's web site); (iii) modify the Service or incorporate it into software,
except to the extent that the Service is used on the Site in accordance with its
documentation; (iv) disseminate performance information or analysis relating to
the Service, except for Customer's internal evaluation of the effectiveness of
the Service; (v) use any portion of the Service to create a competitive service,
product or technology; or (vi) enter into any arrangement with a third party to
use the Service without displaying the Site itself (for instance, private
labeling the Site or issuing queries to the Service without displaying the
Site). Customer may not use the Service for any purpose or in any manner not
expressly permitted in this Agreement. Customer has no right to receive any
source code or design documentation relating to the Service. If the laws of any
applicable jurisdiction limit the enforceability of these restrictions, they
will be limited so that they prohibit the activity only to the maximum extent
permitted by law, and Customer agrees to negotiate in good faith with Ask Jeeves
the terms of a license prior to engaging in any of the above activities.

3.3. CURRENT VERSION OF SOFTWARE. Customer acknowledges that the
functioning of the Service depends on Customer using the most current version of
the Service, and agrees to implement the most current version of the Service
delivered to Customer within 90 days. All bug fixes, updates and enhancements
provided will be Services for the purposes of this Agreement.

3.4. LICENSE TO CUSTOMER'S MATERIALS. Customer acknowledges that in order
to make the Service available Ask Jeeves may be required to have access to
certain Customer software, equipment, the web contents relevant to Ask Jeeves'
performance of Services, customer inputs to the Service and other material of
Customer or Customer's suppliers ("CUSTOMER MATERIALS"). Customer grants to Ask
Jeeves a non-exclusive, non-transferable license to use the Customer Materials
for the purpose of rendering the Services and improving the services Ask Jeeves
offers.

4. OWNERSHIP. Ask Jeeves retains ownership of the Service and all copies and
portions of the Service. All rights not expressly granted under this Agreement
are reserved by Ask Jeeves.

5. PAYMENT AND RECORDS.

5.1. RECORDS AND AUDIT. Customer agrees that it will maintain usage
records of the Service for a period of two years. Ask Jeeves will have the right
to examine these records from time to time to determine whether the Service is
being used in accordance with the requirements of this Agreement.

5.2. SERVICE LOG FILES. Customer agrees to provide the Service Log Files
to Ask Jeeves on the schedule listed in the Statement of Work. Customer agrees
that failure to timely

C-2

EXHIBIT 10.5.2.1

deliver the Service Log Files will excuse Ask Jeeves from rendering Services to
the extent the Services utilize these files.

6. WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF
ANY KIND AND ASK JEEVES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND
OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS
FOR A PARTICULAR PURPOSE. ASK JEEVES DOES NOT WARRANT THAT THE SERVICE WILL BE
FREE FROM BUGS OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE UPTIME, USE, OR
THE RESULTS OF USE OF THE SERVICE OR OTHER MATERIALS DELIVERED, INCLUDING IN
TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. Customer understands
that Ask Jeeves is not responsible for and will have no liability for hardware,
software, or other items or any services provided by any persons other than Ask
Jeeves.

7. LIMITATION OF LIABILITY. ASK JEEVES WILL NOT BE LIABLE FOR ANY LOSS OF USE,
LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM
OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT
LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF
DAMAGES. IN NO EVENT WILL ASK JEEVES' LIABILITY TO CUSTOMER UNDER THIS AGREEMENT
EXCEED PAYMENTS RECEIVED BY ASK JEEVES ATTRIBUTABLE TO CUSTOMER UNDER THIS
AGREEMENT WITHIN THE PRECEDING TWELVE MONTHS. THE EXISTENCE OF ONE OR MORE
CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS
SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, ASK
JEEVES MAY ELECT NOT TO PROVIDE THE SERVICE AND THE ECONOMIC TERMS OF THIS
AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL
SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. IF ASK JEEVES DECIDES
TO LIMIT THE LIABILITY OF CUSTOMER, THE CONSEQUENTIAL DAMAGES EXCLUSION SHALL
NOT APPLY TO BREACHES OF THE LICENSE GRANT BY CUSTOMER.

8. INDEMNITY. Customer agrees to indemnify, defend and hold harmless Ask Jeeves
from and against any and all liabilities, damages, loss, demands, fees,
expenses, fines, penalties and direct costs (including attorneys' fees) incurred
by Ask Jeeves and arising from any claims, suits, actions or proceedings brought
against Ask Jeeves by any third party arising out of the content of the Site or
alleging that all or any part of the Customer Materials or the Site, including
any recommendations or diagnoses on the site (other than the Service itself)
infringe any patent, copyright, trademark or other intellectual property right
of a third party or misappropriate any third party trade secret. Customer agrees
to indemnify and defend Ask Jeeves from and against any against any claims of
injury arising from Ask Jeeves' work on Customer's premises.

C-3

EXHIBIT 10.5.2.1

9. CONFIDENTIALITY. The Service Log Files contain certain confidential
information of Ask Jeeves and Customer, and both parties agree not to disclose
the Service Log Files, or data derived from these files, to third parties, or
use such files except for the purposes contemplated by this Agreement.

10. NO EXPORT. Customer acknowledges that the laws and regulations of the United
States restrict the export and re-export of commodities and technical data of
United States origin, including the software portion of the Services. Customer
agrees that it will not export or re-export the software from the United States,
Japan or the country originally shipped to by Ask Jeeves in any form, without
the appropriate United States, Japanese and foreign governmental licenses.
Customer agrees that its obligations pursuant to this Section will survive and
continue after any termination or expiration of rights under this Agreement.

11. TRADEMARK. Customer acknowledges that Ask Jeeves has substantial interest in
maintaining its trademark rights in its "Ask" button and xxxxxx character, and
agrees that it will not use any button with the word "ask," except the Ask
Jeeves button, or any character which is a xxxxxx or may be confused with a
xxxxxx (such as a maid, chauffeur, etc.) or looks like Ask Jeeves' "Jeeves"
character, connected to any functionality of the Service. Customer agrees that
it will not use any character which uses the word "Ask" (such as "Ask Phil")
without prior written approval of Ask Jeeves on the name and on the rendition of
the character. Customer acknowledges that Ask Jeeves requires certain screen
layouts and graphic elements for the Service, and agrees that it will maintain
conformity with the requirements listed at
xxxx://xxxx.xxx.xxx/xxxxxxxxxx/xxxxx.xxxx. Subject to the terms and conditions
of this Agreement, Ask Jeeves grants Customer a non-exclusive, non-transferable
license to use the Ask Jeeves marks and logos in those requirements on the Site,
solely in connection with the Service. Ask Jeeves has the right to terminate
Customer's right to use its marks and logos if, in Ask Jeeves' discretion,
Customer's use may result in damage to Ask Jeeves or its marks and logos.

12. ASSIGNMENT. This Agreement is assignable by Customer only in connection with
an assignment of all assets relating to the Site and if the assignee agrees in
writing to be bound by the terms of this Agreement.

C-4

EXHIBIT 10.5.2.1

EXHIBIT D

SOURCE CODE RESTRICTIONS

1. Access to the Source Code will be managed solely by an engineering
manager at the Source Code Work Facility pursuant to restrictions agreed to by
AJI and the Source Code Work Facility, subject to Section 4(b).

2. The KK acknowledges and agrees that the disclosure and use of the
Source Code of the AJ Software warrants additional security precautions to those
set forth for Confidential Information generally. Therefore, the KK agrees to
protect all Source Code for the AJ Software, at a minimum, as follows:

(a) The KK agrees that it will comply with all restrictions on use
of the Source Code at the Source Code Work Facility, including at a minimum that
the KK will:

(i) not reproduce the Source Code or any portion of the Source
Code, in any form or medium, except as absolutely necessary to perform the Work;

(ii) not allow hard copy printouts of any portion of the
Source Code to exist except within the Source Code Work Facility;

(iii) not use or disclose the Source Code for any purpose not
specifically authorized in this Agreement.

3. The KK employees may only access and use the Source Code at the Source
Code Work Facility.

4. No right to access any Source Code will be granted to a company listed
on Exhibit F to the Joint Venture Agreement.

D-1

EXHIBIT 10.5.2.1

EXHIBIT E

SUPPORT SERVICES TO BE RENDERED BY AJI

- TELEPHONE AND EMAIL: AJI shall use telephonic, voicemail and email means
to provide assistance and consultation for the purpose of resolving
implementation and performance issues with respect to the AJ Assets. AJI
shall name at least one designated e-mail contact person and one dedicated
contact to provide telephonic assistance to the KK.

- TRAINING: Training in the use of AJ Software. Training will be provided at
no additional charge (other than travel and hotel expenses and per diem
costs) to the KK, at the KK's offices in Japan. Training shall consist of
five (5) days of training, with an eight (8) hour work day being
considered one day of training, and shall be conducted within ten (10)
days of delivery of the AJ Software. Training shall be provided to up to
three (3) employees of the KK.

- ACCESS: Access to information on upcoming features.

- MAINTENANCE: AJI will use commercially reasonable efforts to maintain and
support the AJ Assets and all current and future technology, including
Updates, on behalf of the KK.

- SUPPORT HOURS: AJI technical support business hours will be from 9 a.m. to
5 p.m. Monday through Friday, Pacific Time. Technical support will be
closed on all scheduled AJI holidays (which generally coincide within U.S.
Federal holidays). Technical support may also be closed because of
unforeseen emergencies (e.g., weather conditions, power outages etc.).

- ISSUE ESCALATION: AJ will regard as a high priority issues regarding
availability and operations of the AJ Software and Updates. If the issue
is deemed to originate with the AJ Software or Updates, the AJI support
representative will promptly escalate the issue to AJI's Engineering
Group. Issues regarding general usage, bug reports, documentation, etc.,
will be handled using the escalation procedure below.

- ACCESS TO TRACKING SYSTEM: The KK engineers shall have full-time access
during AJI's normal business hours to the AJI status tracking system to
share data and report new bugs. AJI will appoint a contact person to
enable the KK to have access during emergencies. As soon as the tracking
system is available 24 hours a day on the Web, the KK shall have full-time
access to it.

- FIRST LEVEL SUPPORT: First Level Support is provided via email or by
telephone. First Level Support is also provided by technical support
representatives and includes answering general services questions.

First Level Support representatives may source AJI's internal knowledge
base, product documentation or other support representatives for the KK.
If the issue cannot be

E-1

EXHIBIT 10.5.2.1

answered, it will be escalated by AJI within a reasonable period of time
to Second Level Support.

The First Level support representative is responsible for selecting the
appropriate Second Level support personnel. If a Second Level support
representative is not available, the KK representative will be contacted
within two (2) business hours by a Second Level support representative.

- SECOND LEVEL SUPPORT: Second Level support consists of senior support
representatives and support management; these individuals will make every
reasonable attempt to answer the problem during the same business day, if
possible. If the issue has been investigated by Second Level Support for
more than eight (8) business hours and it has not been resolved, Second
Level support will escalate the issue to the AJI Engineering Group or a
third party vendor depending on the problem. The KK will be notified by
email and informed of the estimated time of resolution. Follow-up messages
will be sent as deemed necessary to ensure the KK is properly informed.

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EXHIBIT 10.5.2.1 THIS DISTRIBUTION AND LICENSE AGREEMENT THIS DISTRIBUTION AND LICENSE AGREEMENT (the "Agreement"), dated as of August 31, 2000, by and between Ask Jeeves International, Inc., a Delaware corporation ("AJI"), Ask Jeeves Kabushiki Kaisha...

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