##### Table of Contents



Exhibit 14.1

CODE OF ETHICS

(ASK JEEVES LOGO)

AJ Code of Ethics





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TABLE OF CONTENTS



|                                               |  |  |  |  |  |  |  | 
|---------------------------------------------- |  |  |  |  |  |  |  | 
|Ask Jeeves Code of Ethics                     
|Shared Responsibilities                       
|Confidential Information                      
|Insider Trading                               
|Conflicts of Interest                         
|Gifts, Entertainment and Travel               
|Political Contributions                       
|Use of Ask Jeeves Funds, Assets and Facilities
|Records, Costs and Controls                   
|Financial Matters and Disclosure              
|Environment, Health and Safety                
|Equal Opportunity                             
|Harassment                                    
|Antitrust Compliance                          
|International Commerce                        
|Duties to Report and Inquire                  
|Exhibit 3.2.2                                 
|Exhibit 14.1                                  
|Exhibit 23.1                                  
|Exhibit 31.1                                  
|Exhibit 31.2                                  
|Exhibit 32.1                                  



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Table of Contents

|                                               |  |      |    | 
|---------------------------------------------- |  | ---- | -- | 
|                                               |  | Page
|                                               |  |     
|Ask Jeeves Code of Ethics                      |  |      | 1  | 
|Shared Responsibilities                        |  |      | 2  | 
|Confidential Information                       |  |      | 3  | 
|Insider Trading                                |  |      | 4  | 
|Conflicts of Interest                          |  |      | 5  | 
|Gifts, Entertainment and Travel                |  |      | 6  | 
|Political Contributions                        |  |      | 7  | 
|Use of Ask Jeeves Funds, Assets and Facilities |  |      | 8  | 
|Records, Costs and Controls                    |  |      | 9  | 
|Financial Matters and Disclosure               |  |      | 10 | 
|Environment, Health and Safety                 |  |      | 12 | 
|Equal Opportunity                              |  |      | 13 | 
|Harassment                                     |  |      | 14 | 
|Antitrust Compliance                           |  |      | 15 | 
|International Commerce                         |  |      | 17 | 
|Duties to Report and Inquire                   |  |      | 18 | 
|Receipt and Acknowledgment                     |  |      | 19 | 

AJ Code of Ethics





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Ask Jeeves Code of Ethics

Ask Jeeves is a team of individuals, working together to build
a responsible and ethical organization of which we can all be proud.

We believe that Ask Jeeves enjoys a reputation of which we can be proud, and
one that reflects our goals and the manner in which we work to achieve them.

As an Ask Jeeves employee, you will be expected to know and comply with the law
and Ask Jeeves policies, including our standards of conduct that are summarized
in this booklet. Some of the topics summarized here are also covered in other
Ask Jeeves policies, such as the Employee Guidelines and the Insider Trading
Policy.

Simply restating these standards, however, does not lead inevitably to ethical
conduct. You  the employee  must continue to understand, support and comply
with these standards to enable us to achieve our business objectives. If you
ever have any doubts as to whether certain conduct may violate this Code or any
other policies of Ask Jeeves, you should always feel free to discuss the
situation with your supervisor, the Human Resources Department or Ask Jeeves
General Counsel without fear of retaliation. Regardless of information
provided by Ask Jeeves, however, you are expected to know and follow the law as
it relates to you as an employee and citizen.

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Shared Responsibilities

Each of us shares responsibility for Ask Jeeves reputation...

Ask Jeeves is committed to increasing its value to customers, employees and
stockholders by profitably providing a full range of high-quality power
products and services to markets around the world. We seek to fulfill this
commitment while upholding the highest level of ethical conduct and meeting our
responsibilities as a good corporate citizen. In this regard, our employees
share certain responsibilities, and individually each is accountable for:



| |  |  | Conducting Ask Jeeves business with integrity and operating
in compliance with all applicable laws.                                                      
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Avoiding situations where personal interests are, or appear
to be, in conflict with Ask Jeeves interests.                                                
|
| |  |  | Safeguarding and properly using Ask Jeeves proprietary
information, assets and resources, as well as those of other
organizations entrusted to Ask Jeeves.
|
| |  |  | Maintaining confidentiality of nonpublic, insider
information and not acting on such information for personal gain.                                     
|
| |  |  | Establishing a healthy, cooperative workplace by treating
fellow employees with respect and civility.                                                     
|
| |  |  | Adhering to Ask Jeeves standards for the safe operation of
our facilities.                                                                                

Underlying these basic responsibilities is the philosophy that we must maintain
respect and dignity for the individual and ensure that each person is treated
fairly.

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Confidential Information

Keep proprietary information protected...

It is Ask Jeeves policy that all employees must keep confidential all
information about Ask Jeeves operations, products and business activities that
has not been made public and that is not common knowledge among competitors,
customers, suppliers and others, including other employees who do not have a
valid business reason for having the information.

Employees must not disclose to others, or use for themselves or others, any
confidential information they have originated or acquired in connection with
their employment by Ask Jeeves. It is equally important to protect proprietary
or confidential information received from other companies, and to honor all
terms of any confidentiality or non-disclosure agreements that may be in
effect. It is our policy to never accept unsolicited confidential information
from a third party regarding another company. Any employee who questions
whether information he or she acquires is confidential has a responsibility to
determine its classification by asking his or her immediate supervisor.

All Ask Jeeves documents, records, memoranda and other written materials are
solely Ask Jeeves property and must be returned to Ask Jeeves on termination
of employment. Employees must also return all Ask Jeeves data that has been
stored electronically, such as on computer disks which may be in their
possession, and must delete any information which they may have stored on their
personal computers. Nondisclosure obligations continue to apply after the
period of employment, as well.

Obviously, it is not possible to list all types of Ask Jeeves information that
must be treated as confidential. Employees should be guided by the general
principle that Ask Jeeves considers confidential any information that is not
officially disclosed (for example, through official reports or press releases)
and which might be desired by others, for matters such as buying or selling Ask
Jeeves stock or competing against Ask Jeeves.

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Insider Trading

Do not buy or sell Ask Jeeves stock
based on inside information...

A related topic is the importance of complying with the United States
securities laws. Ask Jeeves has registered its common stock with the
Securities and Exchange Commission so that it can be publicly traded. The
securities laws are rigidly enforced and are intended to prevent misuse of
corporate information by regulating the manner in which securities may be
bought or sold.

It is against the law for employees to buy or sell Ask Jeeves stock based on
material, nonpublic insider information about Ask Jeeves. Employees also may
not supply family, friends or other acquaintances with that information. As a
general rule, play it safe and never speculate in the securities of Ask Jeeves
when you are aware of information affecting our business that has not been
publicly released, or in situations where trading in Ask Jeeves stock or other
companies securities would call your judgment into question.

This also applies to the securities of other companies (including customers,
suppliers, partners) about which you receive information in the course of your
employment at Ask Jeeves. For example, if you become aware that Ask Jeeves is
considering buying another company, you and your family members may not buy or
sell securities of that company until Ask Jeeves has publicly announced its
decision.

Just as with all other confidential information, the principles that should
guide you are straightforward: dont use nonpublic information for your own
personal gain, and dont pass along that information to anyone else unless that
person has a legitimate business reason to know.

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Conflicts of Interest

Avoid relationships or activities that present a conflict between
your personal interests and your duties as an employee...

All Ask Jeeves employees must be wary of any investment, business interest or
other association that interferes  or even appears to interfere  with their
objective ability to act in the best interests of Ask Jeeves.

A conflict of interest arises when an employees judgment in acting on behalf
of Ask Jeeves is or may be influenced by an actual or potential personal
benefit of any kind. The benefits may be direct or indirect, may or may not be
financial in nature, and could exist through family connections, personal
associations or otherwise.

It is not possible to describe all the circumstances where conflicts of
interest may exist, but the following examples provide some activities that
should raise a red flag:



| |  |  | Competing with, or helping others to compete with, Ask
Jeeves.                                                                                                                                                                                                                                                                                                                    
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Accepting gifts, payment or services in excess of $100.00 USD
in value from those seeking to do business with Ask Jeeves.                                                                                                                                                                                                                                                         
|
| |  |  | Acting as a consultant, employee, officer or director for any
outside business organization that is a competitor, customer or
supplier of Ask Jeeves.                                                                                                                                                                                                                             
|
| |  |  | Owning a substantial interest in a company that is a
competitor, customer or supplier of Ask Jeeves, or directing Ask
Jeeves business to a firm in which a Ask Jeeves employee has a
substantial interest (except that an ownership interest of five
percent or less in such a company, where the employee has no
influence on the management of that company, is not prohibited).
|
| |  |  | Any other arrangement or circumstance that might prevent the
employee from acting in the best interests of Ask Jeeves.                                                                                                                                                                                                                                                            

Keep in mind that all of the foregoing is prohibited whether the conflict
relates to the employee or to a member of his or her immediate family.

If an employee finds himself or herself in a situation where a conflict of
interest seems unavoidable, he or she should bring the matter to the attention
of his or her immediate supervisor, who will be responsible for contacting
Human Resources and/or Ask Jeeves General Counsel for appropriate guidance.

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Gifts, Entertainment and Travel

Use good judgment in accepting or offering gifts or other
business courtesies...

Accepting Gifts from Others

No employee should directly or indirectly seek or accept any payments, fees,
services or other gratuities  regardless of the size or amount  outside the
normal course of the employees business duties from any person, company or
organization which does or seeks to do business with Ask Jeeves. Gifts of
cash, or cash equivalents, of any amount are strictly prohibited. It is
acceptable to receive certain common business courtesies, such as sales
promotional items of small value, occasional meals and reasonable entertainment
appropriate to a business relationship. However, employees should exercise
judgment and disclose these items if they have any doubt about whether they are
appropriate. Do not put yourself or Ask Jeeves in a situation where your
motives could be questioned.

Making or Offering Gifts on Behalf of Ask Jeeves

Similarly, no employee should make or offer any payment for the benefit of any
individual, company or organization, which is designed to secure favored
treatment for Ask Jeeves in any business dealings. Bribes and kickbacks are
strictly forbidden, and under federal statutes it is a crime, punishable by
imprisonment and substantial fines, to make payments or gifts to foreign
officials, political parties or candidates for the purpose of influencing them
to misuse their official capacity to secure business advantages. Our policy,
however, is significantly broader and is intended to apply regardless of
whether the payment is lawful under the laws of a particular country.

Reasonable Business Entertainment and Travel

All dealings with suppliers, customers or others doing business with Ask Jeeves
must be conducted solely on a basis that reflects both Ask Jeeves best
interests and our high ethical standards. Providing common business
courtesies, including entertainment and occasional meals for business
associates, in a manner appropriate to the business relationship and associated
with business discussions, is acceptable provided the expenses are reasonable
and authorized in advance.

Travel expenses should also be consistent with the needs of business. Our goal
is that employees should neither lose nor gain financially as a result of
business travel and entertainment. Employees are expected to spend Ask Jeeves
money as carefully as they would their own.

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Political Contributions

Refrain from mixing your politics with your employment...

We encourage our employees to become involved in civic affairs, and all
employees are free to endorse, advocate, contribute to, or otherwise support
any political party, candidate or cause they may choose. However, employees
must strictly limit these activities to their own time, and any donations must
be at their own expense. In addition, in public political statements,
references to an employees affiliation with Ask Jeeves should be avoided, and
in any personal activity it should be clear that the employee is not acting on
behalf of Ask Jeeves.

Ask Jeeves unequivocally forbids the use of Ask Jeeves funds or property for
the support of political parties or political candidates for any office,
federal, state or local. Federal law prohibits corporate donations to
candidates for federal offices, and similar foreign, state and local statutes
control these activities in their jurisdictions.

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Use of Ask Jeeves Funds, Assets and Facilities

Take care of Ask Jeeves property and remember its primary
business purpose...

Each employee is personally responsible for any Ask Jeeves funds over which he
or she has control, and anyone spending Ask Jeeves money should always be sure
Ask Jeeves receives good value in return.

All employees are responsible for the proper use of Ask Jeeves property,
information resources, facilities and equipment. Ask Jeeves property is vital
to our business, and your vigorous protection of our assets is critical to our
long-term success. Use and maintain these assets with the utmost care and
respect, and help Ask Jeeves guard against waste and abuse by being alert to
opportunities for improving efficiency and quality, while reducing costs.

Ask Jeeves assets are provided for legitimate business purposes. They should
never be sold, loaned or removed from Ask Jeeves property without permission
from your supervisor. It is recognized, however, that occasional personal use
by employees may be reasonable if it does not adversely affect the interests of
Ask Jeeves. Employees should always consult with their supervisors for
appropriate guidance.

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Records, Costs and Controls

Maintain accurate, honest records of all business
transactions and dealings...

Keeping accurate and complete records is necessary for Ask Jeeves to meet its
financial, legal and management obligations. Records must be kept in
accordance with accepted accounting rules and controls at all times, and should
fully and accurately reflect all business transactions.

All reports, vouchers, bills, payroll and service records, measurement and
performance records, expense accounts and other important data must be prepared
with care and honesty. Employees are responsible for ensuring that labor and
material costs are properly recorded and charged on Ask Jeeves records. No
employee should ever, under any circumstances, misrepresent facts or falsify
records.

Records containing personal data, including computer data, about employees are
confidential. They are to be carefully safeguarded and kept current, relevant
and accurate. They should be disclosed only to authorized personnel or in
accordance with a lawful process.

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Financial Matters and Disclosure

We are a publicly traded company. As such, we rely on the public securities
markets for capital to fund many of our activities. Public investors rely upon
the quality and integrity of our financial reports and press releases. You must
ensure that Ask Jeeves maintains and reports its financial and non-financial
information accurately and properly.

Financial statements. Knowingly misrepresenting facts related to preparing
financial statements, financial data or other Ask Jeeves records is strictly
prohibited by Ask Jeeves policy and the law. In that regard, you must not:



| |  |  | Make or approve, or direct another person to make or approve,
materially false or misleading entries in the financial statements or
records of Ask Jeeves.                                                                                            
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Fail to correct any financial statements or records of Ask Jeeves
that are materially false or misleading when you have the authority to
make such corrections.                                                                                       
|
| |  |  | Sign, or permit or direct another to sign, a document that contains
materially false or misleading information or that omits material
information necessary to prevent the document, in light of the
circumstances at the time, from being misleading.

Periodic reports and other disclosure documents. We are committed to providing
full, fair, accurate, timely and understandable disclosure in periodic reports
we file with the SEC (Periodic Reports) and in all other disclosure documents
we file with or submit to the SEC or provide to Ask Jeeves investors or
prospective investors (Disclosure Documents). If you help prepare, review,
file or distribute Ask Jeeves Periodic Reports or Disclosure Documents, or
collect and submit financial and non-financial data for inclusion in such
reports or documents, you should:



| |  |  | Promptly notify appropriate management personnel of all material
information relating to Ask Jeeves, particularly during periods in
which any such report or document is being prepared.                                                                                                                                                                                                                                                                                                                         
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Carefully review the information (including, as applicable,
footnote disclosure, selected financial data, and the Managements
Discussion and Analysis of Financial Condition and Results of
Operation) contained in drafts of any Periodic Reports or Disclosure
Document submitted to you for review.                                                                                                                                                                                                          
|
| |  |  | If you believe the information included in such report or document
does not fairly present in all material respects the business,
financial condition, results of operations and cash flows of Ask
Jeeves, you should promptly notify appropriate management personnel (or
follow the reporting alternatives under Duties to Report and Inquire)
of any issues, concerns or significant deficiencies in the financial
and non-financial disclosure contained in any draft Periodic Report or
Disclosure Document.
|
| |  |  | Promptly notify appropriate management personnel (or follow the
reporting alternatives under Duties to Report and Inquire) if you
become aware of (a) any significant deficiencies in the design or
operation of Ask Jeeves internal controls that could                                                                                                                                                                                                                                                        

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| |  |  | adversely affect Ask Jeeves ability to record, process, summarize and
report financial data and information, and (b) any fraud, whether or not
material, that involves management or other Ask Jeeves employees who have
a significant role in Ask Jeeves financial reporting or internal
controls.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dealings with external auditors and internal audit staff. Our personnel who
communicate with our external auditors and internal audit staff must adhere to
the guidelines set forth below.



| |  |  | You should be candid and forthright in all dealings with Ask
Jeeves external auditors or internal audit staff, and you must not
knowingly misrepresent facts or knowingly fail to disclose material
facts.                                                                                     
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | You must not take, or direct any other person to take, any action
to fraudulently influence, coerce, manipulate, or mislead any auditor
engaged in the performance of an audit of Ask Jeeves financial
statements for the purpose of rendering such financial statements
materially misleading.
|
| |  |  | You must not make false or misleading statements to an accountant
or auditor in connection with any audit or examination of Ask Jeeves
financial statements.                                                                                                                                   

Steps to take if you disagree with or question financial statements or
reporting. If you have a disagreement or dispute with your superiors relating
to Ask Jeeves financial statements or the way transactions are recorded in Ask
Jeeves books, you should take appropriate steps to ensure that the situation
is resolved properly. You should make your concerns known to the appropriate
higher level(s) of management within Ask Jeeves (or follow the reporting
alternatives under Duties to Report and Inquire). You should document your
understanding of the facts, the issues involved, and the parties with whom
these matters were discussed. If you are an attorney, you may be subject to
additional ethical and legal responsibilities with respect to reporting such
matters and you should act accordingly.

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Environment, Health and Safety

Help keep the workplace  and the communities in
which we operate  healthy, safe and clean...

Ask Jeeves is committed to environmental, health and safety protection for its
employees, customers, neighbors and others who may be affected by its products
or activities. Although this commitment is based on compliance with the law,
it goes well beyond that foundation: we strive to make the communities in
which we work cleaner, safer places to live.

Laws such as the Occupational Safety and Health Act and similar laws of other
jurisdictions, regulate the physical safety and exposure to conditions in the
workplace that could harm employees. These laws establish specific industrial
hygiene and other safety procedures. Employees must observe all posted
warnings and regulations. Report immediately to your supervisor any accident
or injury sustained on the job, or any conditions in the workplace which you
believe to be unsafe.

Federal, state, local and foreign environmental laws regulate the emission of
pollutants into the atmosphere, the discharge of pollutants into surface and
underground waters and the handling and disposal of wastes. Employees are
responsible for reporting to management any accident or situation that may lead
them to believe that a product used by Ask Jeeves may present a substantial
risk of injury to health or the environment.

The laws in this area are complex, and violation can result in severe criminal
and civil penalties for Ask Jeeves, as well as for individual employees. If
you have any doubts about whether to raise safety-related concerns with your
supervisor, always err on the side of disclosure.

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Equal Opportunity

Respect the diversity of your colleagues...

Ask Jeeves values each employees equal opportunity to achieve his or her
potential, and recognizes the importance of providing a workplace where
individuals feel respected, appreciated and satisfied.

Ask Jeeves will not tolerate discrimination of any kind, especially involving
race, color, creed, marital status, religion, sex, sexual orientation, national
origin or ancestry, age, physical or mental disability, medical condition
including genetic characteristics, pregnancy or any other characteristic
protected by law. We are committed to equal treatment for all employees in
connection with hiring, promotion, training, compensation, termination and
disciplinary action.

Discrimination can have serious consequences for Ask Jeeves, most notably by
exposing us to potential litigation and unfavorable publicity. More
importantly, though, it undermines the positive work environment that Ask
Jeeves is committed to fostering, an environment which supports integrity,
respect, trust, responsibility and citizenship.

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Harassment

Recognize and avoid behaviors which could be
considered harassment...

Any harassment by one employee towards another is expressly prohibited.
Harassment includes verbal, physical and visual harassment as well as sexual
harassment. All employees must be allowed to work in an environment free from
unsolicited and unwelcome sexual overtures. Sexual harassment does not refer
to occasional compliments or other generally acceptable social behavior.
Sexual harassment refers to behavior that is not welcome, personally offensive,
undermines or weakens morale and, therefore, unreasonably interferes with the
work effectiveness of its victims and their co-workers.

Sexual harassment includes not only obvious offenses such as 1) demands for
sexual favors, accompanied by implied or overt promises of preferential
treatment or threats concerning an individuals employment status, 2) pressure
for sexual activity, or 3) offensive, unwanted physical contact such as
patting, pinching or constant brushing against anothers body. Sexual
harassment can also include offensive sex-oriented verbal kidding, off-color
jokes with sexual connotations and/or display of derogatory or offensive
posters, cartoons or drawings.

If an employee becomes aware of any harassment of any kind, or feels that he or
she is a victim of harassment, this information should be communicated
immediately to his or her supervisor and the Human Resources Department or our
General Counsel. The employee can make this report without fear of
retaliation, and may do so without any requirement that he or she directly
confront the harasser. Ask Jeeves has taken in the past and will continue in
the future to take prompt and necessary steps to investigate and, where
appropriate, correct any harassment.

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Antitrust Compliance

Promote fair competition and strictly adhere
to all antitrust laws...

Antitrust is the general term for laws that protect the free enterprise system
by promoting open and fair competition in business. These laws exist in the
United States, Europe and many other countries where Ask Jeeves does business,
and are vigorously enforced. It is Ask Jeeves policy to compete fairly in the
marketplace based on our ability to provide high-quality products and service
at reasonable prices.

Failure to comply with antitrust laws could result in serious consequences for
Ask Jeeves and its employees. Violations of many antitrust laws are crimes,
subjecting offenders to heavy fines and even imprisonment. In addition, Ask
Jeeves may be required to pay triple damages and be ordered to refrain from
engaging in the activity.

The antitrust laws deal with conspiracies and understandings that may
improperly restrain trade. The law prohibits, for example, any understanding
between competitors regarding price or price stabilization. Also forbidden are
understandings between competitors with respect to the amount of their
production, the division or allocation of markets, territories or customers and
the boycotting of third parties.

Prohibited arrangements between competitors do not require formal documentation
to be illegal. A violation will be found to exist whenever it is shown that
there was any kind of mutual understanding which gave the parties a basis for
expecting that a business practice or decision adopted by one would be followed
by the other.

These laws also apply to international operations and transactions related to
imports into, and exports from, foreign countries. Employees responsible for
any dealings with competitors are expected to know that U.S. and foreign
antitrust laws may apply to their activities, and should always consult with
legal counsel prior to negotiating with or entering into any arrangement with a
competitor.

Some guidelines.Here are some dos and donts. Remember that these
actions do not require formal documents signed by the parties. There can be a
conspiracy or understanding if there was any kind of mutual understanding that
gave the parties a basis for expecting that a business practice or decision
adopted by one would be followed by the other.



| |  |  | NEVERagree with a competitor to:
| | - |  | --------------------------------



| |  |  | fix prices (or elements of price such as
discounts) or other terms or conditions of sale or purchase.
| | - |  | -----------------------------------------------------------------------------------------------------
|
| |  |  | divide a market by allocating either customers or territories.                                       
|
| |  |  | refuse to do business with third parties.                                                            

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| |  |  | agree on marketing or labor policies.
| | - |  | -------------------------------------
|
| |  |  | limit or reduce production.          



| |  |  | NEVER(except if approved by the Legal Department) exchange
information with competitors relating to prices or other terms or
conditions of sale or costs or profit margins.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | ALWAYSnote the public or customer source of any competitive
pricing information that you obtain.                                                                           
|
| |  |  | NEVERattend a meeting with a competitor at which the subject
of price or other sensitive competitive matters is likely to be
discussed.                                    
|
| |  |  | NEVERparticipate in, or allow any employee to participate
in, trade association activities without carefully observing the
rules set forth in this Code.                   
|
| |  |  | NEVER                                                                                                                                                                      



| |  |  | fix the price at which a customer must resell Ask Jeeves products;                                        
| | - |  | -----------------------------------------------------------------------------------------------------------
|
| |  |  | threaten a customer with termination for failure
to adhere to specified prices; or                         
|
| |  |  | communicate with a customer concerning the
pricing practices or related business terms of another
customer.



| |  |  | NEVERwrite (including e-mails) or say anything you would not
want disclosed in a courtroom.                                                                                  
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | ALWAYSreport suspected antitrust problems to the Legal
Department including invitations or offers from competitors or
customers to engage in any of the foregoing activities.

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International Commerce

Know and follow the law when involved in business abroad...

Increasingly, Ask Jeeves is becoming a global, multinational company. While
this expansion provides great advantages and new opportunities, it also brings
with it important new responsibilities.

For example, it is illegal to enter into an agreement to refuse to deal with
potential or actual customers or suppliers, or otherwise to engage in or
support restrictive international trade practices or boycotts which U.S. law
does not explicitly sanction. The U.S. Treasury Department maintains a list of
countries with which trade is officially embargoed, and Ask Jeeves complies
with those embargo requirements.

Other laws, including foreign tax laws, may apply in those countries in which
Ask Jeeves does business. As indicated above, anti-corruption, antitrust and
similar regulations impose additional obligations in those areas of law for
which there are existing U.S. statutes applicable to domestic commerce.

Ask Jeeves follows a policy of strict compliance with all U.S. and foreign
statutes regarding international commerce, and no employee should violate  or
assist any third party to violate  the laws of any country. Any employee
transacting business on behalf of Ask Jeeves in foreign countries should become
familiar with these and other laws pertaining to international business
practices in those particular countries.

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Duties to Report and Inquire

Always report potential violations, and inquire freely
when questions arise...

Each employee is responsible for bringing to Ask Jeeves attention any
circumstances that the employee believes may constitute a violation of this
Code of Ethics. Failure to discharge this responsibility may be as serious as
the violation itself. Information regarding violations should be given to the
employees supervisor, the Human Resources Department or, if the employee
prefers, directly to Ask Jeeves General Counsel. Employees are free to report
suspected violations anonymously.

Ask Jeeves encourages employees to make truthful reports of suspected
wrongdoing by Ask Jeeves, its officers, directors or employees. Any good faith
communication of violations will be kept confidential to the extent
practicable. There will be no punishment or retaliation if you, in good faith,
report the improper conduct of other people.

As a condition to employment with Ask Jeeves, employees are expected to comply
with the policies and procedures included in this Code of Ethics. When in
doubt, employees have the responsibility to seek clarification from their
supervisor, the Human Resources Department or, if necessary, from our General
Counsel. In addition to any legal consequences, violations of this Code of
Ethics are grounds for disciplinary action up to and including immediate
termination of employment.

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