Exhibit 10.46.4

SEPARATION AGREEMENT

ThisSeparation Agreement("Agreement") is made between Ask Jeeves, Inc. ("the Company") and George Lichter
("Executive").

RECITALS

WHEREAS, Executive has been employed by the Company as its President of the International division;

WHEREAS,
the Company will no longer require Executive's services;

WHEREAS,
the rights and obligations upon involuntary termination of Executive's employment without cause are set forth in various agreements to which Executive and the Company are
parties, and which Executive and the Company now wish to supercede and replace with this Agreement as set forth herein; and

THEREFORE,
in consideration for the promises and benefits described below, the Company and Executive (the "Parties") agree as follows:

AGREEMENTS

I.Agreements of the Company

A.    Executive's
employment with the Company shall terminate on January 31, 2002 ("Termination Date"), which means that:



B.    Provided
that this Agreement becomes effective and enforceable, the Company shall provide the following to Executive:



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Note Balance

Interest thru
11/30/01

TotalPromissory Note dated 6/23/99 & Amendment dated June 20, 2001

100,000.00

16,229.17

116,229.17Promissory Note dated 4/13/00 & Amendment dated June 20, 2001

200,000.00

24,387.78

224,387.78Promissory Note dated 10/5/00

75,000.00

3,468.75

78,468.75Agreement executed 6/27/01

21,250.00



21,250.00396,250.00

44,085.70

440,335.70




II.Agreements of Executive

A.    Executive's
employment with the Company shall terminate on the Termination Date, and his participation in all employee benefits shall terminate on such date exceptas described in Section I.A.2., above,
provided that Executive and/or his dependents comply with the terms and conditions of COBRA.
Executive represents and warrants that, as of the Effective Date of this Agreement, he has received all wages earned and owed to him through the Termination Date.

B.    Executive
understands that the amount forgiven pursuant to Section I.B.3., above, is imputed taxable income to Executive, and is subject to applicable tax and
related withholdings, which amount of tax and related withholdings shall be deducted from the total net amount to be paid to Executive pursuant to Section I.B.1.

C.    The
Company shall apply the total net amount to be paid to Executive pursuant to Section I.B.1., above, after offset of the tax and related withholdings described
in Section II.B., above, to the remaining amounts that Executive owes to the Company under the loans described in, and after the forgiveness provided by, Section I.B.3., above
("Remaining Loan Debt").

D.    Executive
understands that the amount owed to Executive from the Company as a result of the Ask Jeeves en Español dissolution distribution (the "AJEE
Distribution") is imputed taxable income to Executive, subject to applicable tax and related withholdings, and is subject to the Company receiving a signed copy of the Third Amendment to Incentive
Agreement and Release from Executive, attached hereto asAttachment B. Provided that this Agreement becomes effective and enforceable, and after
applicable tax and related withholdings, the Company shall apply the total net amount it owes to

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Executive (from a gross amount owed of $284,501.00), as a result of the AJEE Distribution, to the Remaining Loan Debt.

E.    Executive
hereby fully and forever releases and waives any and all claims against the Company and its parent, subsidiary and affiliated companies, predecessors and
successors thereto including but not limited to Ask Jeeves, Inc. (together the "Company"), as well as the Company's officers, directors, agents, employees, affiliates, representatives,
shareholders and assigns, from any and all claims, actions, charges, complaints, grievances and causes of action of whatever nature, whether now known or unknown, which exist or may in the future
exist arising from or relating to events, acts or omissions prior to the Effective Date of this Agreement; Executive's employment with the Company and the termination thereof, including but not
limited to: claims of breach of contract, breach of the covenant of good faith and fair dealing, wrongful termination, violation of public policy, fraud, intentional or negligent misrepresentation,
defamation, personal injury, infliction of emotional distress, and claims under Title VII of the 1964 Civil Rights Act, the Equal Pay Act of 1963, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, and any other local, state and federal laws and
regulations relating to employment,exceptany claim that Executive may have with respect to:



F.    Executive
shall, at all times in the future, remain bound by the Confidential Information and Invention Assignment Agreement ("CIIA"), dated May 20, 1999.
Executive represents and warrants that he has returned all company property and documents as required by Section 5 of the CIIA.

G.    Executive
understands and agrees that in order for the Company to pay the COBRA premiums described in Section I.B.4 on his behalf, Executive must first complete,
sign and return theCOBRA Election Form(for himself and his eligible dependents) that he will receive from Company's benefits carrier following his
separation. Upon the conclusion of the Benefit Period, Executive is responsible for all timely payments of COBRA premiums due in order to continue health plan coverages for himself and his dependents.

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III.Agreements and Acknowledgements of the Parties

A.Stock/Options.A copy reflecting the status of Executive's options with the Company, inclusive of the
accelerated vesting pursuant to Section I.B.2. is attached hereto asAttachment A. Except for such accelerated vesting, all other terms and
conditions applicable to each of Executive's outstanding options remain in effect, including the time period during which Executive must exercise his vested option shares (90 days
post-termination, which would be no later than May 1, 2002). It is Executive's responsibility to review each of his stock option agreements to ensure he understands and complies
with all such terms and conditions.

B.Status of the AJEE Distribution.The Parties acknowledge that, after the distribution described in
Section II.D., above, there may be an additional distribution from the AJEE dissolution in the approximate amount, before taxes, of $5000, upon the Company's receipt of final proceeds from
AJEE. The Company anticipates finalizing the distribution to Executive by February 28, 2002 but in any event, this additional distribution to Executive shall occur no later than
March 31, 2002.

C.Purchase Price Adjustment.The Parties agree that, pursuant to Internal Revenue Code
Section 108(e)(5), a reduction in purchase price of Executive's early exercise of 30,000 shares of Company option from $300,000 to $200,000, was appropriate, and therefore a reduction in
taxable income of $100,000 was taken for purposes of calculating income taxes owed by Executive on the loan forgiveness described in Section I.B.3., above.

D.Equity distribution of Ask Jeeves UK ("AJUK").The January 2, 2001 Incentive Agreement between the
Company and Executive (the "Incentive Agreement") shall survive in a limited form, that is, it shall survive solely as to the equity grant in section 2.2 therein with respect to the equity
distribution of AJUK due to Executive, the Voting Rights Agreement in section 2.5 and any other provisions of the Incentive Agreement related to grant and distribution of the AJUK equity only.
The Grant Deadline as it relates to AJUK under the Incentive Agreement shall be extended to the earlier of March 31, 2002, or 30 days following the closing date of an acquisition by
Company of all of the assets of AJUK.

E.Equity distribution of Ask Jeeves Japan ("AJJ").The equity distribution of AJJ due to Executive pursuant to
the Incentive Agreement shall be deemed to be finally resolved pursuant to the Ask Jeeves International Deferred Compensation Agreement and the Trust Agreement under the Ask Jeeves International
Deferred Compensation Agreement, attached hereto asAttachment C1 and C2, respectively,and which is a condition of this Agreement.

F.No Disparagement.Neither of the Parties shall make any negative or disparaging statements or comments about
the other to any third party, either as fact or as opinion. Executive agrees that this means and includes statements or comments about the Company's business, technologies, market position, employees,
consultants, partners, joint venturers, customers, performance, services and other similar information concerning the Company, its operations or plans.

G.Severability.If any provision, or portion of a provision, of this Agreement is, for any reason, held to be
unenforceable, that such unenforceability will not affect any other provision, or portion of a provision, of this Agreement and this Agreement shall be construed as if such unenforceable provision or
portion had never been contained herein.

H.Assignment.This Agreement shall not be assignable by either Executive or the Company without the express
written consent of the other, except that (1) Executive may assign his financial interest to his spouse or children, or a trust created for their benefit, or (2) Company may assign this
Agreement in the case of a merger or acquisition of or by the Company.

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I.Voluntary Execution of Agreement.This Agreement is the result of negotiations between Executive and the
Company and it is executed by each without duress, knowingly and voluntarily, and with full appreciation of the rights and obligations being created and/or waived herein.

J.Time to Consider & Revoke this Agreement.Executive may have twenty-one (21) days
after his receipt of this Agreement within which he may review and consider, and should discuss with an attorney of his own choosing, and decide whether or not to sign this Agreement. In addition, for
the period of seven
(7) days after Executive signs this Agreement, he may revoke it by delivering a written notification of his revocation, no later than the seventh day, to:



K.    The
Effective Date of this Agreement shall be the eighth day after Executive has signed it,provided thatExecutive has
delivered it to the Company and has not revoked it during the seven days after he signed it,and provided thatExecutive has signed and returned to the
Company, the following:



L.Modification & Entire Agreement.This Agreement may not be modified or changed, in whole or part,
except by another written agreement signed by Executive and the Chief Executive Officer of the Company. This Agreement contains the entire agreement between the Parties with respect to the subject
matters covered and referred to herein, and it supersedes any and all previous oral or written agreements between themexceptthe following which shall
remain in full force and effect:



|                 |  |     |  | Executive:                       
|---------------- |  | --- |  | ---------------------------------
|Dated: 2/4, 2002 |  |     |  | /s/GEORGE LICHTERGeorge Lichter  
|Dated: 2/6, 2002 |  |     |  | Ask Jeeves, Inc. ("the Company"):
|                 |  | By: |  | /s/CHRISTINE M. DAVIS            

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ATTACHMENT A
TO
SEPARATION AGREEMENT
BETWEEN
ASK JEEVES, INC. AND GEORGE LICHTER:

GEORGE LICHTER SUMMARY OF OPTIONS AND ACCELERATION
AS OF 1/31/02

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Attachment A to George Lichter Separation Agreement

George
Lichter
Summary of Options and Acceleration
as of 1/31/02

|          |  |   |         |  |         |  |          | I |         |  |        | II |         | III |         | I + II + III
|--------- |  | - | ------- |  | ------- |  | -------- | - | ------- |  | ------ | -- | ------- | --- | ------- | ------------
|
|
|
|5/21/1999 |  | $ | 10.00   |  | 100,000 |  | 4 yrs    |   | 66,666  |  | 2,083  |    | 12,500  |     | (30,000 | )           
|10/1/1999 |  | $ | 32.9375 |  | 91,667  |  | 4 yrs    |   | 51,562  |  | 1,910  |    | 11,458  |     |         |             
|10/1/1999 |  | $ | 32.9375 |  | 1,000   |  | At grant |   | 1,000   |  |       |    |        |     |         |             
|6/19/2000 |  | $ | 18.50   |  | 90,000  |  | 2 yrs    |   |        |  | 3,750  |    | 22,500  |     |         |             
|3/12/2001 |  | $ | 1.6250  |  | 250,000 |  | 2 yrs    |   | 166,666 |  | 10,417 |    | 62,500  |     |         |             
|9/7/2001  |  | $ | 0.86    |  | 20,000  |  | 2 yrs    |   | 11,250  |  | 833    |    | 5,000   |     |         |             
|          |  |   |         |  |         |  |          |   |         |  |        |    |         |     |         |             
|          |  |   |         |  | 552,667 |  |          |   | 297,144 |  | 18,993 |    | 113,958 |     | (30,000 | )           
|          |  |   |         |  |         |  |          |   |         |  |        |    |         |     |         |             

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ATTACHMENT B
TO
SEPARATION AGREEMENT
BETWEEN
ASK JEEVES, INC. AND GEORGE LICHTER:

THIRD AMENDMENT TO INCENTIVE AGREEMENT AND RELEASE

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THIRD AMENDMENT TO INCENTIVE AGREEMENT AND RELEASE

This THIRD AMENDMENT TO INCENTIVE AGREEMENT AND RELEASE ("Third Amendment") is dated as of February 4, 2002 by and between Ask Jeeves, Inc., a
Delaware corporation (the "Company") and George Lichter, 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 Communication, 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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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:                                
| |  | George Lichter, an individual         
| |  | /s/GEORGE LICHTER                     
| |  | (signature)                           

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ATTACHMENT C1
TO
SEPARATION AGREEMENT
BETWEEN
ASK JEEVES, INC. AND GEORGE LICHTER:

ASK JEEVES INTERNATIONAL DEFERRED COMPENSATION AGREEMENT

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ASK JEEVES INTERNATIONAL
DEFERRED COMPENSATION AGREEMENT

ARTICLE I
Introduction

Purpose.The purpose of this Ask Jeeves International Deferred Compensation Agreement (the "Plan") is to provide an incentive
and reward program to key executives of Ask Jeeves, Inc. (the "Employer")
who are active in the joint venture business in which the Employer is an indirect shareholder, known as A. J. J. Co., Ltd., a Kabushiki Kaisha organized under the laws of Japan ("AJJ"). The
Plan is intended to be the arrangement that is referred to in the AJJ joint venture agreement as the "AJI Employee Stock Fund." The participants acknowledge and agree that this Agreement and the
accompanying Trust Agreement represent the entire obligation of the Company to the Participants in regards to any equity compensation due to Participants from AJJ, and supercedes any prior
negotiations, discussions or agreements.

Administration of the Plan.The Plan shall be administered by the General Counsel of the Employer or such person or committee
as shall be delegated such authority by the General Counsel (the "Plan Administrator"). Decisions and determinations by the Plan Administrator shall be final and binding upon all parties, including
participants and other employees. Except as otherwise set forth in the Plan, the Plan Administrator shall have the sole authority to interpret the Plan, to establish and revise rules and regulations
relating to the Plan, to determine matters relating to participation and awards, to determine whether a participant has suffered a total disability, and to make any other determinations that it
believes necessary or advisable for the administration of the Plan.

ARTICLE II
Participation

The Plan exists for the benefit of George Lichter and Claudio Pinkus (the "Participants," and each a "Participant"), each of whom is a highly compensated or
management employee of the Employer. There will be no other Participants in the Plan.

ARTICLE III
Awards

Each Participant has been awarded, as part of his compensation for services to the Employer and its subsidiaries, the following benefits, which shall be paid on a
deferred basis as set forth below. The benefits to each Participant shall be either (a) cash equal in amount to the value of the assets (including but not limited to cash) that are distributed
by AJJ to its shareholders (including payments in the nature of dividends, return of capital and proceeds of liquidation or dissolution), or payments to the AJJ shareholders by a third party in
connection with the sale of AJJ to or merger of AJJ with such party, with respect to 8.056 shares of AJJ stock (the "Measuring Stock") or (b) either the Measuring Stock or cash in the
equivalent value (based on the offer price in the public offering) in the event AJJ effects a public offering of its stock ("IPO"), whichever occurs first. Such distributions as well as a sale, merger
or IPO are referred to as a "Liquidity Event". The date of the distributions, payments to AJJ shareholders or IPO, as the case may be, is referred to as the "Liquidity Date". The 8.056 share number
has been established based upon the total number of outstanding shares of AJJ stock being 848 shares. If at any time the number of shares of AJJ stock outstanding is other than 848 shares, except as a
result of a transaction in which additional capital is paid in to AJJ on an arm's length basis, then the number of shares constituting the Measuring Stock shall be adjusted on a pro rata basis.

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ARTICLE IV
Benefit Distributions

Timing of Benefit Payments.Benefits shall be paid to Participants (i) in the case of an IPO or cash distributions
with respect to a Liquidity Event, in cash within 15 days following the Liquidity Date; and (ii) in the case of distributions with respect to a Liquidity Event in the form of assets
other than cash, not later than 60 days following the date on which the value of such assets can reasonably be determined, or, if later, 60 days following the Liquidity Date. The value
of distributions in the form of assets other than cash shall be as determined by the Participants and Employer collectively within 5 days of the Liquidity Date and, if no determination is
reached, then by a mutually agreeable independent valuation agent selected by the Participants and the Employer with 10 days of the Liquidity Event, the cost of which shall be borne 50% by
Employer and 50% by the Participants. If the Participants and Employer are unable to agree upon an independent valuation agent within 10 days of the Liquidity Event, either the Participants or
the Employer may request that an appraiser be appointed by the American Society of Appraisers and the appraiser so appointed shall promptly value such assets. If any distribution or payments should be
made to shareholders of AJJ on a basis that results in cash payments to some of its shareholders and non-cash distributions to other shareholders, the benefits shall be determined on the
basis of the type or types of assets that are included in the distribution to the Employer's subsidiary, Ask Jeeves International, Inc. ("AJI"), or any successor owner of the AJI shares, in
respect of the AJJ shares owned by it.

Tax Withholding.Participants shall be responsible for all income tax due as a result of a benefit distribution to them.
Employer shall make payments of benefits net of any required withholding for United States taxes and similar deductions. Participants shall be considered fully paid, and shall have no further right to
payment, if the Employer makes payments on this net basis and complies with applicable United States' laws regarding the remittance of withheld taxes.

Tax Reporting.It is understood that the benefits, when paid, will be additional compensation to the Participants for their
services as employees of the Employer, and will be reported to tax authorities as such. It is also understood that the amount of such benefits, if any, is not established until and unless
distributions are actually made by AJJ to its shareholders, or payments to the AJJ shareholders by a third party in connection with the sale of AJJ to or merger of AJJ with such party, or an IPO
occurs Accordingly, Participants will not become entitled to the deferred compensation provided as benefits from the Plan until and unless distributions are made by AJJ to its shareholders or payments
to the AJJ shareholders by a third party in connection with the sale of AJJ to or merger of AJJ with such party, or an IPO occurs.

ARTICLE V
Death Benefits and Designation of Beneficiary

The Participant may designate a beneficiary or beneficiaries (the "Beneficiaries," and each a "Beneficiary") to receive the benefits payable under the Plan
following the Participant's death, by executing and delivering to the Plan Administrator a written designation in form acceptable to the Plan Administrator. If a Participant should die before all
benefits have been paid under the Plan, the remaining benefits shall be paid to the Beneficiary. A Participant shall have the right to change his designated Beneficiaries by written designation filed
with the Plan Administrator. If a Participant should die before all benefits have been distributed to him, then each of his Beneficiaries shall have the right to designate a beneficiary or
beneficiaries to receive the benefits payable under the Plan following that Beneficiary's death, if any, by executing and delivering to the Plan Administrator a written designation in form acceptable
to the Plan Administrator. Whenever provision is made hereunder for the payment of any benefit to the Beneficiary of a Participant, if there shall be no properly designated

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beneficiary surviving him, the benefit shall be paid to the executor or administrator of the estate of the Participant.

ARTICLE VI
Claims Procedure

A Participant who makes a claim under the Plan, shall file the claim in writing with the Plan Administrator. Written notice of the disposition of the claim shall
be furnished to the claimant within 30 days after the application is filed.

In
the event the claim is denied, the reasons for the denial shall be specifically set forth. Any Participant, or beneficiary of a Participant, who has been denied a benefit, or feels
aggrieved by any other action of the Employer or the Plan Administrator with respect to this Plan, shall be entitled to request a hearing within 90 days of denial. The Plan Administrator shall
schedule an opportunity for a full and fair hearing of the issue within the next 30 days. The decision of the Plan Administrator following such hearing shall be made within 30 days and
shall be communicated in writing to the claimant.

ARTICLE VII
Establishment of Trust

The Employer has established a trust, and has deposited in trust shares of AJJ stock, for the purpose of assisting the Employer to have funds to pay the benefits
of the Plan. As provided in the relevant trust instrument, the assets of that trust are held by the trustee thereof for the benefit of the Employer, and are subject to the claims of the Employer's
general creditors. The Employer acknowledges that the assets of the trust are not sufficient to provide all of the funding that is expected to be needed to pay the benefits provided by the Plan.

ARTICLE VIII
Miscellaneous

Amendment of the Plan.The Employer shall have the right to amend this Plan in writing at any time to any extent that it may
deem advisable with the consent of both Participants, not to be unreasonably withheld. All participants shall be bound by amendments adopted in accordance herewith; provided, however, that no action
shall adversely affect any right or obligation of the Participants under Article III or with respect to any award that has become vested before the adoption of such amendment.

Termination of the Plan.The Employer, in its sole discretion, may terminate this Plan without imposing any obligation or
liability whatsoever on part of the Employer or its Board of Directors at such time as (i) the outstanding shares of AJJ stock shall have been repurchased by AJJ, and both Participants shall
have been paid the amounts due under the Plan as a result thereof or (ii) AJJ shall have been wound up and dissolved, and both Participants shall have been paid the amounts due under the Plan
as a result thereof or (iii) the business of AJJ shall have been permanently discontinued, and both Participants shall have been paid the amounts due under the Plan as a result thereof or
(iv) the stock of AJJ shall have been determined to have become worthless by a mutually agreeable independent valuation agent.

Plan Does Not Alter Employer-Employee Relationship.The adoption and maintenance of the Plan is not and shall not be deemed
to be a contract between the Employer and any employee. Nothing contained herein shall be deemed to give to any employee the right to be retained in the employ of the Employer or to interfere with the
right of the Employer to discharge any employee at any time, nor shall it be deemed to give the Employer the right to require any employee to remain in its employ.

Governing Law.The provisions of this Plan shall be construed and enforced according to the laws of the State of California.

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IN
WITNESS WHEREOF, this Plan has been established this 6th day of February, 2002.

| |  | ASK JEEVES, INC.
| |  | ----------------
| |  | By              



The Participants hereby accept and agree to the terms of the Plan. This Acceptance and Agreement may be executed in counterparts by each Participant.

| |  | /s/GEORGE LICHTERGeorge Lichter
| |  | -------------------------------
| |  | Claudio Pinkus                 

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ATTACHMENT C2
TO
SEPARATION AGREEMENT
BETWEEN
ASK JEEVES, INC. AND GEORGE LICHTER:

TRUST AGREEMENT UNDER THE
ASK JEEVES INTERNATION DEFERRED COMPENSATION AGREEMENT

---

TRUST AGREEMENT UNDER THE
ASK JEEVES INTERNATIONAL
DEFERRED COMPENSATION AGREEMENT

This Trust Agreement under the Ask Jeeves International Deferred Compensation Agreement made this 6th day of February, 2002 by and between Ask
Jeeves, Inc. ("Company") and Cynthia Pevehouse ("Trustee"), in consideration of the following facts and circumstances:

A.    Company
has adopted the Ask Jeeves International Deferred Compensation Agreement (the "Plan") to provide contingent deferred compensation to certain highly compensated
and management employees.

B.    Company
has incurred or expects to incur liability under the terms of the Plan with respect to the individuals participating in the Plan ("Participants," and each a
"Participant").

C.    Company
wishes to establish a trust (hereinafter called the "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's
creditors in the event of Company's Insolvency, as herein defined, until paid to Participants and their beneficiaries
("Beneficiaries," and each a "Beneficiary") in such manner and at such times as are specified by the terms of the Plan.

D.    It
is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for
the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974.

E.    It
is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the terms
of the Plan. The Trust is not expected, however, to include sufficient assets to meet all of the Company's liabilities under the Plan.

NOW,
THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust

(a)  Company
has deposited, or caused to be deposited, with Trustee in trust the assets described inExhibit A, which
shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b)  The
Trust hereby established is revocable by Company.

(c)  The
Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the
Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d)  The
principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used for the uses and purposes of making
payments to Participants, Beneficiaries and general creditors of the Company as herein set forth. Participants and Beneficiaries shall have no preferred claim on, or any beneficial ownership interest
in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants and Beneficiaries against Company. Any assets held by
the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e)  Company,
in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal
to be held,

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administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Participant or Beneficiary shall have any right to compel such additional deposits.

Section 2. Payments to Participants and Beneficiaries

(a)  Company
shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Participant (and his Beneficiaries), pursuant
to the Plan that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under
the Plan), and the time of commencement for payment of such amounts, all in accordance with the Plan. Except as otherwise provided herein, Trustee shall make payments to the Participants and
Beneficiaries in accordance with the Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with
respect to the payment of benefits pursuant to the terms of the Plan and shall pay, or cause to be paid, amounts withheld to the appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by Company.

(b)  The
entitlement of a Participant or Beneficiary to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any
claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

(c)  Company
may make payment of benefits directly to Participants and Beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its
decision to make payment of benefits directly prior to the time amounts are payable to Participants or Beneficiaries.

Section 3. Trustee Responsibility Regarding Payments When Company Is Insolvent.

(a)  Trustee
shall cease payment of benefits to Participants and Beneficiaries if the Company is Insolvent. Company shall be considered "Insolvent" for purposes of this Trust
Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b)  At
all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general
creditors of Company under federal and state law as set forth below.



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(c)  Provided
that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes
such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants and Beneficiaries under the terms of the Plan for the period of
such discontinuance, less the aggregate amount of any payments made to Participants and Beneficiaries by Company in lieu of the payments provided for hereunder during any such period of
discontinuance.

Section 4. Accounting by Trustee.

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such
specific records as shall be agreed upon in writing between Company and Trustee. Within 30 days following the close of each calendar year and within 30 days after the removal or
resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the
last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities
and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other
property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 5. Responsibility of Trustee.

(a)  Trustee
shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a
direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Company. In the event of a dispute
between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b)  If
Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee's costs, expenses and
liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments.

(c)  Trustee
may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(d)  Trustee
may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or
obligations hereunder.

(e)  Trustee
shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy
to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f)    Notwithstanding
any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the
objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant
to the Internal Revenue Code.

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(g)The Trustee shall act at the direction of the Company and in accordance with the Plan, and shall have no obligation to take any action unless
directed to do so by the Company.

Section 6. Expenses of Trust.

Company
shall pay all administrative and Trustee's fees and expenses. .

Section 7. Resignation and Removal of Trustee

(a)  Trustee
may resign at any time by written notice to Company, which shall be effective 30 days after receipt of such notice unless Company and Trustee agree
otherwise.

(b)  Trustee
may be removed by Company on 30 days notice or upon shorter notice accepted by Trustee.

(c)  Upon
resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall
be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.

(d)  If
Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 8 hereof, by the effective date of resignation or removal under
paragraphs (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions.
All expenses of Trustee in connection with the proceeding shall be paid by the Company..

Section 8. Appointment of Successor.

If
Trustee resigns or is removed in accordance with Sections 7(a) and 7(b) hereof, Company may appoint any third party as a successor to replace Trustee upon resignation or removal. The
appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The
former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer.

Section 9. Amendment or Termination

(a)  This
Trust Agreement may be amended by a written instrument executed by Trustee and Company.

(b)  The
Trust shall not terminate until the date on which Participants and Beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan, unless sooner
revoked in accordance with Section 1(b) hereof. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.

Section 10. Miscellaneous

(a)  Any
provisions of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions
hereof.

(b)  Benefits
payable to Participants and Beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c)  This
Trust Agreement shall be governed by and construed in accordance with the laws of California.

Section 11. Effective Date.

The
effective date of this Trust Agreement shall be February 6, 2002.

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IN
WITNESS WHEREOF, the Company and Trustee hereby execute this Trust Agreement on the date first above written.

|                                      |  | COMPANY:                             
|------------------------------------- |  | -------------------------------------
|                                      |  | ASK JEEVES, INC.                     
|                                      |  | By                                   
|Accepted this 6 day of February 2002.
|                                      |  | TRUSTEE:                             
|                                      |  | /s/CYNTHIA PEVEHOUSECynthia Pevehouse

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EXHIBIT A

Trust Assets

14 shares of stock of A. J. J. Co., Ltd., a Kabushiki Kaisha established under the laws of Japan

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