Exhibit 10.45.4

THIRD AMENDMENT TO INCENTIVE AGREEMENT AND RELEASE

This THIRD AMENDMENT TO INCENTIVE AGREEMENT AND RELEASE ("Third Amendment") is dated as of November 27, 2001 by and between
Ask Jeeves, Inc., a Delaware corporation (the "Company") and Claudio Pinkus, an individual ("Employee"). Capitalized terms used herein but not defined have the definitions set forth in that
certain Incentive Agreement dated as of January 2, 2001 by and between the Company and Employee (the "Incentive Agreement").

Recitals

WHEREAS, the Company and Employee entered into the Incentive Agreement pursuant to which, in part, Employee is to receive the Joint Venture Equity Transfers, each
subject to the consent of the Company's joint venture partners;

WHEREAS,
the Company and Employee entered into two Amendments to the Incentive Agreement dated June 18, 2001 and August 30, 2001, respectively whereby the Grant Deadline
was extended;

WHEREAS,
the Company and Univision Communications, Inc. ("Univision"), its joint venture partner in Ask Jeeves en Espanõl ("AJEE") are in the process of terminating
the joint venture prior to the Joint Venture Equity Transfer relating to AJEE (the "AJEE Equity Transfer");

WHEREAS,
the Company and Employee desire to amend the Incentive Agreement as it relates to the AJEE Equity Transfer upon the terms and conditions set forth in this Third Amendment in
lieu of any and all rights to an equity interest in AJEE; and

WHEREAS,
the Company and Employee desire to further extend the Grant Deadline.

NOW
THEREFORE, in consideration of the premises, and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Third Amendment, intending to be legally bound, hereby agree as follows:

1.Cash Payment.In lieu of any and all rights to receive to the AJEE Equity Transfer, upon the dissolution and
liquidation of AJEE, Employee shall receive out of the cash distributed to Ask Jeeves International, Inc. ("AJI") or its successor entity, 0.95% of the sum of (a) the total value of the
assets, including cash, of AJEE remaining for distribution to the members of AJEE after liquidation and dissolution, plus (b) the value of the advertising credits assigned by AJEE to AJI under
that certain Assignment and Assumption Agreement and Amendment to Promotional Services Agreement dated as of October 30, 2001 (the "PSA Amendment"), which for purposes of this Third Amendment
shall be deemed to be three million dollars ($3,000,000). Payment shall be made to Employee within two (2) business days after receipt by AJI or any successor entity of a distribution from AJEE.

2.Extension of Grant Deadline.The Grant Deadline as it relates to Ask Jeeves UK and Ask Jeeves Japan shall be
extended to January 31, 2002.

3.Waiver and Releases.



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4.No Further Amendments.Except as expressly amended by this Third Amendment, all other terms of the Incentive
Agreement shall remain in full force and effect.

IN
WITNESS WHEREOF, the parties have executed this Third Amendment as of the date first written above.

| |  | ASK JEEVES, INC., Delaware Corporation
| |  | --------------------------------------
| |  |                                       
| |  | By:                                   
| |  | Name:
Title:                          
| |  |                                       
| |  | Claudio Pinkus, an individual         
| |  | /s/ Claudio Pinkus(signature)         

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