Exhibit 10.34

             ASK JEEVES QUESTION & ANSWER SERVICE AGREEMENT *_____
--------------------------------------------------------------------------------

CUSTOMER ("Customer") as set            Ask Jeeves, Inc. ("Ask Jeeves")
forth on Service Order

     /s/ Jacob R. Miles, III                 /s/ Amy Slater
----------------------------            ------------------------
Signature                               Signature

         Jacob R. Miles, III                     Amy Slater
----------------------------            ------------------------
Print Name                              Print Name

         CEO                                     General Counsel
----------------------------            ------------------------
Title                                   Title

         12/29/99                                1/10/00
----------------------------            ------------------------
Date                                    Date

This ASK  JEEVES  QUESTION  & ANSWER  SERVICE  AGREEMENT  is a master  agreement
between Ask Jeeves and Customer which governs the use of the Question and Answer
Service by Customer  and the  performance  of services by Ask Jeeves,  (together
with the Service  Order  describing  specifics  of the  Services to be rendered,
payments, the "Agreement").

1. Definitions.

      1.1  "Answer  Content"  means the web  contents  for which Ask Jeeves will
develop and maintain a question & answer  system.  The initial Answer Content is
specified in the Statement of Work.

      1.2  "Knowledgebase(s)"  means the set(s) of  proprietary  Ask Jeeves data
files, developed and compiled by Ask Jeeves, that, when used in conjunction with
software  delivered  under  the  Service,  allow  web  users  access  to  online
information  contained  within the Answer  Content  using the  question & answer
format.

      1.3 "Service"  includes the Ongoing  Knowledgebase  Services under Section
3.1 Knowledgebase(s), any software Ask Jeeves delivers for use with the services
rendered by Ask Jeeves,  and other items that Ask Jeeves may deliver to Customer
from time to time under this Agreement.  Unless otherwise specified in the Order
Form, the Service will be the English-language version.

      1.4 "Site(s)" means the website(s) (or part of website(s) specified on the
Service  Order on which  Customer may make the Service  available to users.  The
Site  includes  co-branded  (where both  Customer and a third party  prominently
brand)  or  framed  versions  of the Site but does not  include  any  customized
version of the Site not primarily branded as a Customer site.

2. Knowledgebase Build Services.

      2.1 Creation.  Ask Jeeves will build the  Knowledgebase(s) as set forth in
the Statement of Work, and deliver the completed Knowledgebases(s) to Customer.

      2.2  Customer  Assistance.  Customer  agrees to assist Ask Jeeves with the
creation of the  Knowledgebase(s),  including but not limited to (i) providing a
designated  employee  to act as  liaison  with Ask  Jeeves  for the build of the
Knowledebase(s),  (ii) modifying the web content (e.g.  adding location tags) in
order to maximize the efficacy of the  Knowledgebase(s),  (iii) providing access
to website  content that will be  referenced by the  Knowledgebase(s),  and (iv)
providing  timely  information  about any  planned  changes  to the  content  or
organization  of the Site(s)  that  materially  affects the  development  of the
Knowledgebase(s).  Customer acknowledges that Ask Jeeves' timely delivery of the
Knowledgebase(s) is dependent on Customer's assistance.

      2.3 License to Materials.  Customer  acknowledges that in order to perform
the  Services  Ask Jeeves may be  required  to have  access to certain  Customer
software,  equipment,  the Answer  Content,  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 this
purpose.

      2.4 Changes to Creation  Services Scope. If Customer desires to change the
Statement  of  Work,  Customer  will  submit a  written  request  to Ask  Jeeves
detailing  the  proposed  changes.  Ask Jeeves will notify  Customer of resource
availability,  resulting  cost, and schedule  changes and whether Ask Jeeves has
the  resources  available  to make these  changes.  If Ask  Jeeves has  adequate
resources to make the change it will so advise the Customer,  and the amendments
will be made in writing to reflect the  changes.  If Customer and Ask Jeeves are
not able to agree to the  proposed  changes to the  Statement  of Work,  it will
remain unchanged.

      2.5  Content and  Creation  of Site.  Unless  otherwise  specified  on the
Service Order,  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. Ongoing Knowledgebase Services.

      3.1 Ongoing  Knowledgebase  Service  Offering.  Following  delivery of the
Service under Section 2.1, and while  Customer is current in its payments of the
Ongoing Knowledgebase Services fees listed on the Service Order, Ask Jeeves will
provide   services  to  Customer   under  Ask   Jeeves'   then-current   Ongoing
Knowledgebase Services Program for the Knowledgebases(s) created pursuant to the
Agreement. Ask Jeeves' current program provides the following services:

            a. New Content Mapping. As Customer adds Answer Content to the Site,
Ask Jeeves will map questions to the new content

            b. Ongoing  Question  Refinement.  Based on and user use, Ask Jeeves
will refine the questions in the Knowledgebase to provide for improved relevance
of answers.

            c. Analysis of Missing Content. Ask Jeeves will analyze areas of the
Answer Content for which answers to  questions are  not available and refine the
Knowledgebases.

      d. Reports.  Based on user logs  delivered to Ask Jeeves by Customer under
Section 6, Ask Jeeves will  generate  standard  reports  setting  forth end user
activity and make these

================================================================================
     Ask Jeeves internet use only: signatures below are not from authorized
             individuals and do not constitute acceptance of terms.
    T&C Approvals: Production (Holtmann or Lomond):____ | Finance (Davis):____
                            | Legal (Jha or Slater):____
       Internal approvals must be obtained by sales on hard copy prior to
                             Ask Jeeves signature.
================================================================================


QUESTION & ANSWER SERVICE AGREEMENT PAGE 1      CONFIDENTIAL

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reports available to Customer via the Ask Jeeves reporting extranet.

Ask Jeeves  will  provide  up to the  number of hours of  Ongoing  Knowledgebase
Services  listed on the Service  Order.  Ask Jeeves may from time to time revise
its Ongoing Knowledgebase Services Program offerings at its discretion, provided
that Ask Jeeves will apply the changes equally to all program participants.

4. License to Ask Jeeves Service.

      4.1 License.  Subject to the terms of this  Agreement,  Ask Jeeves  grants
Customer a limited,  nonsublicensable,  nontransferable,  non-exclusive right to
use the Service  solely to permit  users of the Site(s)  access to the  software
portions of the  Service on the  Site(s).  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 on the Service Order.

      4.2  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,  (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
may be used on the Site in accordance with its  documentation,  (iv) disseminate
performance information or analysis relating to 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 (such as querying the Site or displaying the answers
without  taking the user to 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.

      4.3 Updates and Fixes.  During the term of this  Agreement Ask Jeeves will
provide bug fixes,  software  updates  and  enhancements  to Customer  under Ask
Jeeves' then-current Update Program.  Customer acknowledges that the functioning
of the  Service  depends  on  Customer  using the most  current  version  of the
Service,  and agrees to use the most current version of the Service delivered to
Customer  under the Update  Program.  All bug fixes,  updates  and  enhancements
provided  will be  Services  for the  purposes  of this  Agreement.  Ask Jeeves'
current  Update  Program  provides  customers  with bug  fixes  and  performance
enhancements  to the  software  portions  of the  Service;  but does not include
platform  extensions (such as product extensions to different hardware platforms
or different operating system platforms) or new functionality in new releases of
the  Services;  Ask  Jeeves  may from time to time  revise  its  Update  Program
offerings  at its  discretion,  provided  that Ask Jeeves will apply the changes
equally to all program participants.

5. Ownership.  The Customer  Materials are the property of Customer.  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.

6. Payment and Records.

      6.1 Payment.  Customer  agrees to pay Ask  Jeeves the  amounts  and on the
schedule set forth on the Service Order.

      6.2 Records and Audit.  Each party agrees that it will  maintain  complete
records, including usage records of the Service and Knowledgebase,  for a period
of two  years.  Each  Party  will have the right to  examine  the other  party's
records or reports made under this  Agreement from time to time to determine the
correctness  of  any  report  or  payment  made  under  this  Agreement.  If any
inspection  shows that the other party  underpaid the sums due, then the audited
party will  immediately  pay any deficiency with interest at a rate equal to the
lower of one and a half  percent  per month from the date due,  or at such lower
rate as is the maximum rate permitted by applicable law. If any audit reveals an
underpayment  of more  than  five  percent  of the  correct  amount  of fees due
hereunder, the audit will be at the expense of the underpaying party.

      6.3 User Logs.  Customer  agrees to provide log files  generated  from the
software  portion of the  Services  to Ask Jeeves  daily.  Customer  agrees that
failure to timely  deliver the user logs will  excuse Ask Jeeves from  rendering
Ongoing Knowledgebase Services to the extent these Services utilize these logs.

7. Term and Termination. This Agreement will be effective for the term set forth
on the  applicable  Service  Order.  Following the  expiration of this term this
Agreement will  automatically  renew for additional one year terms unless either
party gives the other party written  notice that it elects not to renew at least
60 days  prior to the  expiration  of a term.  Ask  Jeeves  agrees  that it will
negotiate  in good  faith  and  under its  then-current  pricing  the terms of a
renewal of this Agreement,  which will not be unreasonably  withheld or delayed.
This Agreement will  terminate  automatically  if either party fails to cure any
material  breach of this Agreement  within 30 days after the breach first occurs
(or  immediately  in the  case  of a  breach  of  Section  4)  Upon  either  any
termination for Customer's  breach or any expiration,  Customer will immediately
(i) cease all use of the Service and return or destroy all copies of the Service
and all  portions  thereof  and so certify in writing to Ask Jeeves and (ii) pay
Ask Jeeves all amounts  due under  Section  6.1.  Upon any  termination  for Ask
Jeeves'  breach,  Customer  may  continue  to use the  software  portions of the
Service  under the terms  hereof for a period of time equal to the  remainder of
the then-current term. Sections  1,5,6.2,7,8.5,9,10.2,11,15  and 16 will survive
any expiration or termination of this Agreement.

8. Limited Warranty and Disclaimer.

      8.1 Development Warranty.  Ask Jeeves will perform the development efforts
in a good and workmanlike manner.

      8.2 Limited  Warranty.  Ask Jeeves  warrants  that for a period of 30 days
from Customer's  receipt of the Service that the Service will materially conform
to Ask  Jeeves'  then-current  published  documentation  for the  Service.  This
warranty  covers only problems  reported to Ask Jeeves during the 30 day period.
Ask Jeeves warrants that it has the right to provide the Service.

      8.3 Year 2000  Compliance.  Ask Jeeves  warrants that it has made diligent
efforts to ensure that date  calculations,  including sorting data by date, will
neither cause an abnormal  termination nor generate  inconsistent  results.  The
foregoing warranty will not apply to output, results, errors, or abnormal


QUESTION & ANSWER SERVICE AGREEMENT PAGE 2      CONFIDENTIAL

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termination  caused on whole or in part but (i) any functionality of the Service
not  created by Ask Jeeves or use of the Service in  combination  with any other
service not created by Ask Jeeves, (ii) errors not attributable to date-specific
data,  (iii) any  modifications  of the Service not made by Ask Jeeves, and (iv)
any data  provided  to the  Service  which does not  specify  the  century or is
incorrect or ambiguous.

      8.4 Sole  Remedy.  The sole and  exclusive  remedy  for any  breach of the
warranties  in  this  Section  8 will  be for  Ask  Jeeves  to use  commercially
reasonable  efforts to promptly correct or replace the Service or re-perform the
development  so that it  complies  with the  terms of the  warranties  set forth
above.

      8.5 Warranty  Disclaimer.  EXCEPT FOR THE  WARRANTIES IN SECTIONS 8.1, 8.2
and 8.3,  THE SERVICE IS PROVIDED  "AS IS" WITHOUT  WARRANTY OF ANY KIND AND ASK
JEEVES HEREBY 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,  EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 8.1, 8.2 and
8.3, ASK JEEVES DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE FREE FROM
BUGS OR THAT ITS USE  WILL BE  INITERRUPTED  OR  ERROR-FREE  OR MAKE  ANY  OTHER
REPRESENTATIONS  REGARDING  THE  UPTIME,  USE OR THE  RESULTS OF THE USE, OF THE
SERVICE OR WRITTEN MATERIALS 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.

9. Limitations 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 ASK JEEVES HAS BEEN ADVISED OF THE POSSIBILTY
OF  DAMAGES.  IN NO EVENT WILL ASK  JEEVES'  LIABILITY  TO  CUSTOMER  INDER THIS
AGREEMENT  EXCEED  PAYMENTS  RECEIVED  BY ASK JEEVES  FROM  CUSTOMER  UNDER THIS
AGREEMENT WTHIN 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 ABSENSE,  THE ECONOMIC
TERMS OF THIS  AGREEMENT  WOULD BE  SUBSTATNTIALLY  DIFFERENT.  THIS  SECTION IS
SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

10. Indemnity.

      10.1.  Ask Jeeves  Indemnity.  Ask Jeeves agrees to indemnify,  defend and
hold harmless Customer from and against any and all liabilities,  damages, loss,
demands, fees, expenses, fines, penalties and direct costs (including attorneys'
fees)  incurred by  Customer  and arising  from any  claims,  suits,  actions or
proceedings  brought  against  Customer by any third party that alleges that the
Service  infringes  any U.S.  patent,  trademark  or  copyright of a third party
existing as of the effective  date of this  Agreement or  misappropriates  third
party any trade secret;  provided  that Customer  provides Ask Jeeves (i) prompt
written notice of the existence of the claim,  suit, action or proceeding,  (ii)
sole control over the defense or settlement of the claim,  and (iii)  assistance
at Ask Jeeves' request to the extent reasonably necessary for the defense of the
claim or suit.  Ask Jeeves will not  indemnify  Customer for any claims based on
(a) any  non-Ask  Jeeves  intellectual  property or Service  incorporated  in or
combined with the Service  where in the absence of the  incorporated  item,  the
Service  would not have been  infringing,  (b) Service which has been altered or
modified by any other  party  other than Ask Jeeves  where in the absence of the
alteration or modification the Service would not be infringing,  and (c) any use
of an outmoded version of the Service for which Ask Jeeves has made available an
updated,  revised or repaired version which is not infringing.  The indemnity in
this  Section  10.1 sets forth Ask Jeeves'  sole and  exclusive  obligation  and
Customer's  sole and  exclusive  remedy for any claim of  intellectual  property
infringement or misappropriation.

      10.2 Customer  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  infringe any patent,  copyright,  trademark  or other  intellectual
property right of a third party or misappropriate  any third party trade secret;
provided  that Ask Jeeves  provides  Customer (i) prompt  written  notice of the
existence of the claim,  suit, action or proceeding,  (ii) sole control over the
defense or settlement of the claim, and (iii)  assistance at Customer's  request
to the extent reasonably necessary for the defense of the claim or suit Customer
will not indemnify Customer for any claims to the extent based on the Service as
it exists without combination with other materials. Customer agrees to indemnify
and defend Ask Jeeves  from and against  any claims of injury  arising  from Ask
Jeeves' work on Customer's premises.

      10.3  Mitigation.  Upon  notice  of any  claim  of  infringement  or  upon
reasonable belief of the likelihood of such a claim, an indemnifying party under
this Section 10 will have the right, as its option,  (i) to obtain the rights to
continued use of the allegedly  infringing item, (ii) substitute other suitable,
functionally-equivalent,  non-infringing  items,  (iii)  replace  or modify  the
allegedly infringing item or its design so that it is no longer infringing.

11. Confidentiality. In the course of performing this Agreement, the parties may
disclose to each other  information  identified as  confidential  at the time of
disclosure  ("Confidential  Information"),  including  information  about  their
technology  and  businesses.  The  terms  of  this  Agreement  are  Confidential
Information of Ask Jeeves,  subject to  requirements  for  government  authority
disclosure  set  forth  below.  Customer  acknowledges  that the user  logs will
contain certain Ask Jeeves  Confidential  Information (such as payments due) and
agrees not to disclose user logs to third parties. All Confidential  Information
will remain the sole property of the disclosing  party,  and the receiving party
will have no interest in or rights with  respect to it except as  expressly  set
forth  in this  Agreement.  Each  party  agrees  to  maintain  all  Confidential
Information of the other party in


QUESTION & ANSWER SERVICE AGREEMENT PAGE 3      CONFIDENTIAL

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confidences and further agrees to take all reasonable precautions to prevent any
unauthorized disclosure of the information.  This restriction on disclosure will
not apply with respect to any information  which (a) becomes  generally known or
publicly available through no act or failure to act on the part of the receiving
party;  (b) is  known  by the  receiving  party  at the  time of  receiving  the
information  as  evidenced by its  records;  (c) is  hereafter  furnished to the
receiving party by a third party,  as a matter of right and without  restriction
on  disclosure;  or (d) is delivered to Ask Jeeves by Customer for  placement on
the  Service  during  the  development  of the  Service.  A party  may  disclose
Confidential  Information  to the extent  required by law (for example,  as this
Agreement may be required to be filed as a material  agreement  with the SEC) or
government order, provided that it notifies the other party promptly and informs
the requesting entity of the confidential nature of the information. If Customer
is required to file this  Agreement as a material  agreement,  it shall  request
redaction  of  the  price  terms  hereof.  This  Section  11  will  survive  any
termination of the Agreement for a period of five years.

12. 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
or the  country  originally  shipped to by Ask Jeeves in any form,  without  the
appropriate  United States 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.

13.  Publicity and Branding.  Customer  agrees to the branding and press release
terms of the Branding  Schedule  attached to the Service Order Form.  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 as
set forth in the  Branding  Schedule on the Site solely in  connection  with the
Service.

14. 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.  Ask Jeeves may assign this
agreement in connection with the sale of all or substantially  all of its assets
relating to the Services.  All other assignments are without effect and shall be
void.

15.  Governing Law. This Agreement will be deemed to have been made in, and will
be  construed  pursuant  to the laws of the State of  California  and the United
States without regard to conflicts of laws provisions thereof and without regard
to the United  Nations  Convention  on Contracts for the  International  Sale of
Goods. Any suit or proceeding  arising out of or relating to this Agreement will
be commenced in a federal  court in the Northern  District of  California  or in
state court in Alameda County, California, and each party irrevocably submits to
the jurisdiction and venue of these courts.

16.  Miscellaneous.  Both parties  recognize and agree that there is no adequate
remedy  at  law  for a  breach  of  this  agreement  that  such a  breach  would
irreparably  harm the other  party,  and that  each  party is  entitled  to seek
equitable  relief in  additional  to any other  remedies  available at law. Each
party is an  independent  contractor  of the other and  neither is an  employee,
agent,  partner  or joint  venturer  of the other.  Neither  party will make any
commitment,  by contract or otherwise,  binding upon the other or represent that
it has any authority to do so. Any notice, report,  approval or consent required
or permitted under this agreement will be in writing to the address specified in
the Service Order,  Any waiver by either party of any breach of this  Agreement,
whether  express  or  implied,  will not  constitute  a waiver  of any  other or
subsequent  breach.  No  provision of the  Agreement  will be waived by any act,
omission  or  knowledge  of a party or its  agents  or  employees  except  by an
instrument  in writing  expressly  waiving  the  provision  and signed by a duly
authorized  officer of the waiving  party.  Any claim by  Customer of  deficient
performance  of the  Services  must be  brought  within one year of the date the
allegedly  deficient  Service was delivered.  No handwritten  markings  changing
terms of this  Agreement  will be  effective,  and are  rejected  by Ask Jeeves,
unless the change is expressly noted as accepted by both parties by signature in
the margin next to the change. If any provision of this Agreement is adjudged by
any  court of  competent  jurisdiction  to be  unenforceable  or  invalid,  that
provision will be limited or eliminated to the minimum extent  necessary so that
this Agreement will otherwise  remain in full force and effect and  enforceable.
The headings  contained in this  Agreement are for  reference  purposes only and
will not affect in any way the meaning or interpretation of this Agreement.  The
parties agree that this Agreement is the complete and exclusive statement of the
mutual  understanding  of the parties,  and  supercedes and cancels all previous
written and oral agreements and communications relating to the subject matter of
this Agreement.


QUESTION & ANSWER SERVICE AGREEMENT PAGE 4      CONFIDENTIAL

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                  Addendum to the Order Form Agreement between
                             UrbanCool.Network.com
                                      And
                                Ask Jeeves, Inc.

The order form dated  December  29, 1999 shall be amended to read the  following

Initial payment of $80,000 for the build shall be paid as follows

$15,000 upon invoice
$65,000 due on or before February 29, 2000.

Upon completion of this agreement,  UrbanCool.Network.com  and Ask Jeeves,  Inc.
will work to establish a referral program for  UrbanCool.Network.com  to receive
referrals  fees  of  not  less  that  5% and up to 10%  for  helping  to  create
additional  corporate  accounts  for Ask  Jeeves in  perpetuity  of  contractual
relationship.

Urban Cool Network has the right to use any  character of its choice  throughout
its website and marketing  relationships at no additional charge for development
or use.

Urban Cool Network, Inc.                Ask Jeeves, Inc.

/s/ Jacob R. Miles, III                 /s/ Amy Slater
----------------------------------      ----------------------------------
Signature of Authorized Individual      Signature of Authorized Individual

        12/29/99                                1/10/00
----------------------------------      ----------------------------------
Date                                    Date