Exhibit 10.45.1

INCENTIVE AGREEMENT

This INCENTIVE AGREEMENT (the "Agreement") is entered into as of January 2, 2001 (the "Effective Date"), by and between Ask Jeeves, Inc. and Claudio Pinkus
("Employee").

RECITALS

WHEREAS the parties signed a Letter of Intent dated December 23, 1999 ("Letter of Intent") as a framework proposed to compensate Employee; and

NOW
THEREFORE, the parties have agreed to address the subject matter of compensation with (a) a grant of equity in Company, and (b) a grant of equity in three Joint
Ventures of Company, all as described herein.

AGREEMENT

1.Company Equity.



2.Joint Venture Equity Transfers.



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2.3Loan.

Prior
to the date on which any taxes, including quarterly tax payments (whether estimate or actual amount payments), are due by Employee under then-current tax rates, but in any event no
later than April 15, 2002, the Company will loan Employee an amount of money equal to (a) 100% of the amount of the US federal and state taxes due on the taxable income that must
be recognized by Employee during calendar year 2001 as a result of the Joint Venture Equity Transfers to Employee (believed by both parties to be 49%), plus (b) on 8 year's interest on the
foregoing loan under the terms of this Agreement. The loan shall be evidenced by a promissory note secured by a pledge of the entirety of the Joint Venture Equity transfers granted to Employee
pursuant to section 2.2 above. Interest on the promissory note shall accrue at the minimum applicable federal rate under the Internal Revenue Code to avoid imputed income and accounting
charges. Interest shall be due quarterly. The principal balance and any remaining unpaid interest shall be due in full on the earlier of (x) the fourth anniversary of the Effective Date of this
Agreement; (y) 90 days after the termination of Employee's employment for any reason; or (z); upon the sale or initial public offering of any or all of the Joint Venture Equity
Transfers and the expiration of any applicable lock up agreement as to such shares (provided that the amount due shall only be accelerated up to the amount received by Employee in the sale or initial
public offering). The form of the Note is attached as Exhibit A and the form of Stock Pledge Agreement is
attached as Exhibit B. The Promissory Note will not be a full recourse note, but rather, the only recourse for default will be against the Joint Venture Equity Transfers, and any value on those
interests not necessary to pay off the Note would remain with Employee. If Employee asserts that the loan amount would be greater than 49% of the value of the Joint Venture Equity Transfers, then
Employee shall provide adequate documentation to demonstrate the reasons why the tax rate is greater than 49%.

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In
the event that Company and Employee agree in the future that Company will accept all or a portion of the Joint Venture Equity Transfers in satisfaction of the loan described in this
Section 2.3, then Company and Employee agree that they shall agree on an internationally-recognized independent third-party valuation firm to value the Joint Venture Equity Transfers for this
purpose, and that the cost of this valuation will be borne equally between Company and Employee.

2.4Liquidity.

Pursuant
to the terms set forth below, Employee shall have the right to sell some or all of the interest he holds in an Existing Venture as a result of the Joint Venture Equity Transfers
upon the occurrence of a "Liquidity Event" (as defined below) in regard to that Existing Venture, at the same ratio and at the same terms as the Company and AJI. Employee acknowledges that there may
or may not be a Liquidity Event in any joint venture, and that Ask Jeeves is not obligated to pursue any particular liquidity-related course of action with respect to any Existing Venture. For
purposes of this Section, the occurrence of any of the following (any only these enumerated events) as to a particular Existing Venture shall constitute a "Liquidity Event" for that Existing Venture:



2.5Voting Rights.

Employee
agrees to vote Employee's equity interests in the Joint Venture Equity Transfers in the manner specified by Company, and Employee agrees to enter into a Voting Rights Agreement
waiving any right of voting, approval, or other like right (other than economic rights). In lieu of an equity grant in an Existing Venture, Company may grant Employee equity in a holding company which
holds Company's equity stake in a Existing Venture (e.g., Ask Jeeves Jersey), provided that (a) the amount reflects an interest in the Existing Venture of the percentage listed in
Section 3.2 above, and (b) Company grants Employee a liquidity opportunity equivalent to the terms set forth in Section 3.4.

2.6Negotiation with Joint Venture Entities.

Employee
will be permitted to be the primary negotiator of the Joint Venture Equity Transfers, provided the following: (a) Employee will notify Company of any discussions on the
topic and Company may have a Company employee of its choice present for any discussion with a joint venture on this topic, (b) An employee of Company's designation shall be copied on all
correspondence relating to this topic, and (c) Employee represents that except for the Joint Venture Equity Transfers, Employee shall not obtain any further compensation (whether in cash,
equity, or debt) from the joint ventures during the term of Employee's employment with Company, except as agreed in writing between

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Company and Employee. Employee agrees that in the course of these discussions he will not compromise the relationship between Ask Jeeves and the joint venture partners. If Company, in its good faith
reasonable discretion, believes that Employee's negotiation of the Joint Venture Equity Transfers may compromise its relationship with the joint venture partner, Company may assume the role of primary
negotiator, with Employee present but not directly contacting the joint venture partner on the topic of the Joint Venture Equity Transfers.

3.Miscellaneous.



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[signature page followsremainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

| |  | EMPLOYEE                        
| |  | --------------------------------
| |  | /s/ Claudio PinkusClaudio Pinkus
| |  | ASK JEEVES, INC.                
| |  | By:                             
| |  | Title:                          
| |  | Date:                           

Exhibit
A: Note
Exhibit B: Stock Pledge Agreement
Exhibit C: Employee's Prior Grants & Offer Letters

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Exhibit A

ASK JEEVES, INC.
NOTE SECURED BY STOCK PLEDGE AGREEMENT

|$.00 |  | March , 2001
|---- |  | ------------

FOR VALUE RECEIVED, Claudio Pinkus ("Maker") promises to pay to the order of Ask Jeeves, Inc., a Delaware corporation (the "Company"), at
its corporate offices at 5858 Horton Street, Suite 350, Emeryville, California 94608, the principal sum of  Dollars
($.00), together with all accrued interest thereon, upon the terms and conditions specified below.

1.Indebtedness.The proceeds of this Note Secured by Stock Pledge Agreement ("Note")
shall be applied solely and exclusively to the payment by Maker of U.S. federal or state income taxes due on the taxable income that must be recognized by Employee during calendar year 2001 as a
result of the Joint Equity Venture Transfers (the "Collateral") (as defined in the Incentive Agreement between Maker and the Company, dated January 2, 2001 (the "Incentive Agreement")). In the
event that the Company loans Maker an amount greater than required for payment of the taxes and interest stated in this paragraph 1, Maker shall immediately pay the overage to Company towards
satisfaction of this Note.

2.Interest.Interest shall accrue on the unpaid balance outstanding from time to time
under this Note at the rate of % per annum, the minimum applicable federal rate necessary to avoid both imputed income and accounting charges, compounded
quarterly. Accrued and unpaid interest shall become due and payable quarterly, on each successive three (3)-month anniversary of the date first stated above.
Interest on the outstanding principal balance of this Note shall accrue until the obligations hereunder are repaid in full.

3.Due Dates.The principal balance of this Note shall become due and payable in one
lump sum on March 12, 2005, the fourth anniversary of the date first stated above, subject to acceleration in accordance with the provisions of paragraph 5 below. The accrued and unpaid
interest shall become due and payable as stated in paragraph 2 above.

4.Payment.Payment shall be made in lawful tender of the United States of America and
shall be applied first to the payment of all accrued and unpaid interest and then to the payment of principal. Prepayment of the principal balance of this Note, together with all accrued and unpaid
interest on the portion of principal so prepaid, may be made in whole or in part at any time without penalty.

5.Events of Acceleration.The entire unpaid principal balance of this Note, together
with all accrued and unpaid interest thereon, shall become immediately due and payable prior to the due date of this Note specified in paragraph 3 above upon the occurrence of one or more of
the following events:



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6.Special Acceleration Event.In the event the Maker sells or otherwise transfers for
value any portion of the Collateral, then any unpaid portion of the principal balance of this Note shall become immediately due and payable, together will all accrued and unpaid interest on that
principal portion. Notwithstanding the foregoing, the amount accelerated upon any such transfer of the Collateral shall not exceed the amount received by Maker for the transfer.

7.Employment.The Maker shall be deemed to continue in employment with the Company for
so long as he renders services as an employee of the Company or one or more of the Company's fifty percent (50%) or more owned (directly or indirectly) subsidiaries.

8.Security.Payment of this Note shall be secured by a pledge of all of the Collateral
pursuant to the attached Stock Pledge Agreement to be executed this date by the Maker. Personal assets of the Maker (aside from the Collateral) willnotbe applied to the satisfaction of the
Maker's obligations hereunder, and Company's sole recourse for the amount due under this Note shall be against the Collateral.

9.Collection.The only recourse for default will be against the Collateral, and any
value on those interests not necessary to pay off the Note will remain with Maker. If any action is instituted to collect this Note, the Maker promises to pay all costs and expenses (including
reasonable attorneys' fees) incurred in connection with such action.

10.Waiver.A waiver of any term of this Note, the Stock Pledge Agreement or of any of
the obligations secured thereby must be made in writing and signed by a duly-authorized officer of the Corporation and any such waiver shall be limited to its express terms. No delay or previous
waiver by the corporation in acting with respect to the terms of this Note or the Stock Pledge Agreement shall constitute a waiver of any breach, default, or failure of a condition under this Note,
the Stock Pledge Agreement or the obligations secured thereby.

The
Maker hereby expressly waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of protest and nonpayment, notice of costs,
expenses or losses and interest thereon, notice of interest on interest and diligence in taking any action to collect any sums owing under this Note or in proceeding against any of the rights or
interests in or to properties securing payment of this Note.

11.Conflicting Agreements.In the event of any inconsistency between the terms of this
Note and the terms of any other document related to the loan evidenced by the Note (other than the Incentive Agreement or documents relevant to the Joint Venture Equity Transfer), the terms of this
Note shall prevail. In the event of any inconsistency between the terms of the documents relevant to the Joint Venture Equity Transfer or the terms of the Incentive Agreement and the terms of this
Note, the terms of the documents relevant to the Joint Venture Equity Transfer or the terms of the Incentive Agreement, as appropriate, shall apply.

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12.Governing Law.This Note shall be construed in accordance with the laws of the state
of California without resort to that State's conflict-of-laws rules.

|Date |  |  | Signature |                       
|---- |  |  | --------- | ----------------------
|     |  |  |           |                       
|     |  |  |           | Claudio Pinkus (Maker)

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Exhibit B

ASK JEEVES, INC.
STOCK PLEDGE AGREEMENT

This
STOCK PLEDGE AGREEMENT (the "Agreement") is made as of this  day of , 2001 by and between
Ask
Jeeves, Inc., a Delaware Corporation (the "Company") and Claudio Pinkus ("Pledgor").

RECITALS

A.    In
connection with the Joint Venture Equity Transfers (as defined in the Incentive Agreement effective January 2, 2001 between Pledgor and the Company (the "Incentive
Agreement")) made to Pledgor as of the Effective Date of the Incentive Agreement, Pledgor has issued that certain Note Secured by Stock Pledge Agreement (the "Note") dated the date hereof, payable to
the order of the Company in the principle amount of  Dollars
($).

B.    Such
Note is secured by the Joint Venture Equity Transfers upon the terms set forth in this Agreement.

NOW,
THEREFORE, it is hereby agreed as follows:

1.Grant of Security Interest.Pledgor hereby grants the Company a security interest in, and assigns, transfers
to and pledges with the Company, the following securities and other property (collectively, the "Collateral"):



2.Warranties.Pledgor hereby warrants that Pledgor is the owner of the Collateral and has the right to pledge
the Collateral and that the Collateral is free from all liens, adverse claims and other security interests (other than those created hereby).

3.Duty to Deliver.Any new, additional or different securities or other property (other than regular cash
dividends) which may now or hereafter become distributable with respect to the Collateral by reason of (i) any stock split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the Joint Venture Equity Transfers without the Company's receipt of consideration or (ii) any merger, consolidation or other reorganization affecting the
capital structure of the Company shall, upon receipt by Pledgor by promptly considered Collateral hereunder.

4.Payment of Taxes and Other Charges.Except as set forth in the Note, Pledgor shall pay, prior to the
delinquency date, all taxes, liens, assessments and other charges against the Collateral, and in the event of Pledgor's failure to do so, the Company may at its election pay any or all of such taxes
and other charges without contesting the validity or legality thereof. The payments so made shall become part of the indebtedness secured hereunder and until paid shall bear interest at the minimum
per annum rate, compounded annually, required to avoid the imputation of interest income to the Company and compensation income to Pledgor under the Federal tax laws and accounting charges to the
Company.

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5.Shareholder Rights.Under the terms of the Incentive Agreement, Company shall, and Pledgor may not, exercise
any and all shareholder voting rights (if any exist) and all proxy statements and other
shareholder materials pertaining to the Collateral. Pledgor shall be entitled to receive any and all regular cash dividends paid on the Collateral.

6.Rights and Powers.The Company may, without obligation to do so, exercise at any time and from time to time
one or more of the following rights and powers with respect to any or all of the Collateral without prior notice:



Expenses
reasonably incurred in connection with such action shall be payable by Pledgor and form part of the indebtedness secured hereunder as provided in Paragraph 12.

7.Care of Collateral.Company shall have no obligation to preserve the rights of Pledgor against adverse claims
or protect the Collateral against the possibility of a decline in market value or take any action with respect to the Collateral requested by Pledgor unless the request is made in writing and the
Company determines that the requested action will not unreasonably jeopardize the value of the Collateral as security for the Note and other indebtedness secured hereunder.

Subject
to the limitations of Paragraph 9, the Company may at any time release and deliver all or part of the Collateral to Pledgor, and the receipt thereof by Pledgor shall
constitute a complete and full acquittance for the Collateral so released and delivered. The Company shall accordingly be discharged from any further liability or responsibility for the Collateral,
and the released Collateral shall no longer be subject to the provisions of this Agreement.

8.Transfer of Collateral.In connection with the transfer or assignment of the Note (whether by negotiation,
discount or otherwise), the Company may transfer all or any part of the Collateral, and the transferee shall thereupon succeed to all the rights, powers and remedies granted the Company hereunder with
respect to the Collateral so transferred. Upon such transfer, the Company shall be fully discharged from all liability and responsibility for the transferred Collateral.

9.Release of Collateral.Provided all indebtedness secured hereunder shall at the time have been paid in full
and there does not otherwise exist any event of default under Paragraph 10, the Joint Venture Equity Transfers, together with any additional Collateral which may hereafter be pledged and
deposited hereunder, shall be released from pledge and returned to Pledgor. Under no circumstances, however, shall any Collateral be released if previously applied to the payment of any indebtedness
secured hereunder.

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10.Events of Default.The occurrence of one or more of the following events shall constitute an event of
default under this Agreement:



Upon
the occurrence of any such event of default, the Company may, at its election, declare the Note and all other indebtedness secured hereunder to become immediately due and payable
and may exercise any or all of the rights and remedies granted to a secured party under the provisions of the Delaware Uniform Commercial Code (as now or hereafter in effect), including (without
limitation) the power to dispose of the Collateral by public or private sale or to accept the Collateral in full payment of the Note and all other indebtedness secured hereunder.

Any
proceeds realized from the disposition of the Collateral pursuant to the foregoing power of sale shall be applied first to the payment of expenses incurred by the Company in
connection with the
disposition, then to the payment of the Note and finally to any other indebtedness secured hereunder. Any surplus proceeds shall be paid over to the Pledgor.

Any
transfer of the Collateral to Company (or its transferees) which Company and Pledgor agree is in satisfaction of the indebtedness under this Note shall be at the Collateral's fair
value at the time of transfer, as determined under the Incentive Agreement. If the amount of the Collateral returned to the Company exceeds the indebtedness, the excess Collateral shall be returned to
Pledgor.

11.Other Remedies.The rights, powers and remedies granted to the Company pursuant to the provisions of this
Agreement shall be in addition to all rights, powers and remedies granted to the Company under any statute or rule of law. Any forbearance, failure or delay by the Company in exercising any right,
power or remedy under this Agreement shall not be deemed to be a waiver of such right, power or remedy. Any single or partial exercise of any right, power or remedy under this Agreement shall not
preclude the further exercise thereof, and every right, power and remedy of the Company under this Agreement shall continue in full force and effect unless such right, power or remedy is specifically
waived by an instrument executed by the Company.

12.Costs and Expenses.All costs and expenses (including reasonable attorneys' fees) incurred by the Company in
the exercise or enforcement of any right, power or remedy granted it under this Agreement shall become part of the indebtedness secured hereunder and shall constitute a personal liability of Pledgor
payable immediately upon demand and bearing interest until paid at the minimum per annum rate, compounded quarterly, required to avoid the imputation of interest income to the Company and compensation
income to Pledgor under the Federal tax laws.

13.Applicable Law and Integration.This Agreement shall be governed by and construed in accordance with the
laws of the State of California without resort to that State's conflict-of-laws rules. To the extent that there is a conflict between the terms of this Agreement and the Incentive Agreement, the terms
of the Incentive Agreement shall control.

14.Successors.This Agreement shall be binding upon the Company and its successors and assigns and upon Pledgor
and the executors, heirs and legatees of Pledgor's estate.

15.Severability.If any provision of this Agreement is held to be invalid under applicable law, then such
provision shall be ineffective only to the extent of such invalidity, and neither the remainder of such provision nor any other provisions of this Agreement shall be affected thereby.

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IN WITNESS WHEREOF, this Agreement has been executed by Pledgor and the Company on this  day of
, 2001.

|AGREED TO AND ACCEPTED BY: |  | Claudio Pinkus, PLEDGOR
|-------------------------- |  | -----------------------
|ASK JEEVES, INC.           |  |                        
|                           |  |                        
|By:                        |  |                        
|                           |  |                        
|Title:                     |  |                        
|                           |  |                        
|Dated:                     |  |                        
|                           |  |                        

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Exhibit C
Employee's Prior Equity Grants & Offer Letters

|Date      |  | Grant  |  | Price |       | Notes
|--------- |  | ------ |  | ----- | ----- | -----
|6/18/1999 |  | 10,000 |  | $     | 10.00 |      
|6/18/1999 |  | 90,000 |  | $     | 10.00 |      
|10/1/1999 |  | 91,666 |  | $     | 32.94 |      
|6/19/2000 |  | 80,000 |  | $     | 18.50 |      



<attached: initial offer letter>

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