Confidential
      treatment has been requested for portions of this exhibit.  The copy filed
      herewith omits the information subject to the confidentiality request. 
Omissions are designated as *. A complete version of this exhibit has been
      filed
      separately with the Securities and Exchange Commission.

     

    Exhibit
      10.20

    Execution
      Copy

    


    AMENDMENT
      NUMBER ONE TO GOOGLE ORDER FORM AND GOOGLE SERVICES
      AGREEMENT

    


    This
      Amendment Number 1 (the “Amendment”)
      is
      entered into as of the Amendment Effective Date set forth in the signature
      block
      below, by and between Google Inc. (“Google”)
      and
      Gurunet Corporation, henceforth known as Answers Corporation (“Customer”),
      and
      amends (1) that certain Order Form, effective as of January 28, 2005, by and
      between Google and Customer (as amended from time to time, the “Order
      Form”),
      and
      (2) the Google Services Agreement between Google and Customer incorporated
      into
      such Order Form and dated January 28, 2005 (as amended from time to time, the
      “GSA”). The
      GSA
      and the Order Form together constitute the “Agreement”.
      Capitalized terms used but not defined in this Amendment will have the meanings
      given to such terms in the Agreement.

    


    WHEREAS,
      Customer and Google are parties to the Agreement, pursuant to which Google
      provides Customer with certain advertising services; 

    


    WHEREAS,
      in connection with the operation of its advertising services: (a) Google is
      enabling the serving of advertisements in formats other than text, including,
      without limitation, animated and other image formats (“Image
      Ads”),
      and
      Customer wishes to receive Image Ads under the Agreement; and (b) Google may
      disclose certain Site-specific statistics to advertisers, and Customer wishes
      to
      acknowledge and agree to such disclosure;

    


    WHEREAS,
      Customer desires to allow Google to serve AFC ads on certain Customer electronic
      newsletters;

    


    WHEREAS,
      Customer desires to implement Related Ad Links provided by Google;

    


    WHEREAS,
      Customer desires to allow Google to serve Ads on certain content pages that
      formerly did not display Google’s search results and/or advertising results
      and/or do not have any Google branding; and 

    


    WHEREAS,
      Customer and Google desire to amend the Agreement to effect the
      foregoing.

    


    NOW,
      THEREFORE, in consideration of the mutual promises contained herein, the parties
      agree as follows:

    


    1.Image
      Ads.
      Notwithstanding anything to the contrary contained in the Agreement, Google
      may
      serve to Customer advertisements in formats other than the text formats
      described in the Agreement, including Image Ads, and any prohibition or
      limitation on the format in which ads may be served under the Agreement is
      hereby deleted from the Agreement, provided that Customer shall have the right
      to select the placement and format of the Image Ads from a set of Image Ad
      formats made available to the Customer by Google. Such new format advertisements
      shall not be subject to any minimum advertisement number set forth in the
      Agreement, but Customer shall display such advertisements in their entirety,
      provided that (unless otherwise agreed by the parties) the size of the
      advertisement unit(s) shall substantially comply with the applicable mock-up
      included in the Agreement, if any. Customer understands and agrees that
      provision of Image Ads is a Beta Feature, to be treated accordingly under the
      Agreement.

    


    2.
       Data
      Disclosure.
      Customer understands and agrees that Google may inform advertisers of Customer’s
      participation in the Google AdSense Program and share with advertisers (i)
      the
      following Site-specific statistics: (a) statistics regarding the performance
      of
      the advertiser's ads on the Site, including, without limitation, number of
      clicks, number of impressions, clickthrough rate, average cost per click, total
      cost, conversion rates, and cost per conversion; (b) the range of impressions
      per day applicable to the Site or channel, which range shall be reasonably
      broad and is only intended to provide advertisers with a general sense of the
      volume of traffic to the Site or channel; and (c) the range of costs per
      thousand impressions ("CPMs") applicable to the Site or channel (ii) the Site
      URL, and (iii) related information collected by Google pursuant to its provision
      of the advertising services to Customer. Accordingly, notwithstanding anything
      to the contrary contained in the Agreement, Customer hereby waives any provision
      under the Agreement, or any other accommodation that Google may have undertaken,
      that would prevent Google from making such information available to advertisers
      as part of Google’s advertising program. Such disclosure of information shall
      comply with the Google Privacy Policy located at
      http://www.google.com/privacy.html, or such other URL as Google may provide
      from
      time to time.

    


    3.
       Newsletters.

    


    a.
       Add
      the
      following parenthetical to “applicable laws” in Sections 3.1 and 6(c) of the
      GSA:

    


    “(including,
      without limitation, the CAN-SPAM Act of 2003)”.

    


    b. Add
      the
      following sentence at the end of Section 7.2 of the GSA: 

     

    
      	
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    “In
      the
      case of a claim arising out of a claim alleging facts in violation of the
      CAN-SPAM Act of 2003, such indemnification by Customer shall extend to Google’s
      advertisers in addition to Google.”

    


    c. Replace
      clause (iii) of Section 10.2.2 of the GSA with the following:

    


    “(iii)
      Google reasonably determines that it is impractical to continue providing the
      Services in light of applicable law (including, without limitation, the CAN-SPAM
      Act of 2003 or other applicable spam laws)”. 

    


    d. Add
      the
      following sentence to the end of the first sentence of Section 6.1 of the Order
      Form:

    


    “The
      AFC
      Service may also be implemented on certain electronic mail newsletters generated
      from the AFC Site(s), provided such electronic mail newsletters meet all other
      requirements stated in this Agreement (and, in those instances, all references
      to AFC Site(s) in the Agreement will include such electronic mail
      newsletters.”)

    


    e. Add
      the
      following language (a) after the list of URLs in the AdSense for Content box
      on
      the second page of the Order Form and (b) immediately after the term “URLs” in
      the middle of the second sentence of Section 3.10 of the Order
      Form:

    


    “and
      in
      certain HTML-format, End User electronic mail newsletters generated from such
      URL(s)”.

    


    f.
       Insert
      the following paragraph as a new Section 6.2.6 of the Order Form:

    


    “6.2.6
      Newsletters.
      Customer shall not implement any Services in any of its electronic mail
      newsletters unless: (i) such newsletter is editorially based or contains offers
      related to Customer’s products and services, and is not predominantly
      navigational in nature (i.e., such newsletter contains the full content of
      an
      article rather than just a hyperlink to the article on Customer’s domain); and
      (ii) End Users of such newsletter have actively checked a sign-up box to receive
      such newsletter and have affirmatively responded to Customer’s required
      subsequent confirmation email, and Customer has fully, accurately, and clearly
      disclosed to such End User, in a reasonable manner and in conformance with
      all
      applicable laws and regulations, the opportunity to decline receipt of such
      newsletter. At any time, Google may opt to receive and/or decline to receive
      electronic mail newsletters on an uncompensated basis, to verify Customer’s
      compliance with any requirements contained in the Agreement. Customer will
      also
      comply with and implement Google’s standard technical requirements and
      specifications for newsletters, including an image map protocol for transmitting
      the applicable data for the delivery of AFC Ads to electronic mail newsletters
      (“Image
      Map”).
      In
      the event of an Image Map implementation, Customer shall ensure that: (1) the
      AdSense for Content Implementation or other elements appear only on the English
      language version of the newsletters; and (2) the End User of such a newsletter
      (a) is viewing such newsletter in HTML format (b) is actually receiving and
      viewing Ads in such newsletter through an electronic mail client that supports
      and has enabled cookies and images, and (c) can actually view advertisers’ Web
      sites by clicking on such Ads.”

    


    g. Notwithstanding
      anything to the contrary in the Order Form, Customer shall implement AFC
      Services in its electronic mail newsletters in a manner that conforms to the
      implementation requirements described in Section 6.2 of the Order Form.
      Customer’s implementation, including screenshots and specifications, of AFC
      Services in its electronic mail newsletters shall be subject to the prior
      written consent (including by email) of an authorized Google representative
      at
      director level or higher.

    


    4. Related
      Ad Links. Check the Related Ad Links box in the AFC table of the Order
      Form. 

    


    5. Exclusivity.
      Add the
      following language to the end of Section 15.1:

    


    *

     

    6. Miscellaneous.
      This
      Amendment may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which shall constitute one and the same
      instrument. No agreement hereafter made shall be effected to change, modify,
      or
      discharge this Amendment, in whole or in part, unless such agreement is in
      writing and signed by or on behalf of the party against whom the enforcement
      of
      the change, modification, or discharge is sought. In the event of any conflict
      between the terms of the Original Agreement and this Amendment, this Amendment
      shall control. This Amendment shall be binding on the parties hereto and their
      respective personal and legal representatives, successors, and permitted
      assigns. 

    
       

      
        	
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    Each
      person whose signature appears below represents and warrants that he or she
      has
      the authority to bind the entity on whose behalf he or she has executed this
      Amendment. Except as expressly modified herein, the terms of the Agreement
      remain in full force and effect.

    


    IN
      WITNESSETH WHEREOF, the parties have executed this Amendment by persons duly
      authorized as of the “Amendment
      Effective Date”,
      which
      shall be the date written by Google below.

    


    


    
      	
              GOOGLE
                INC.:

            	
              Answers
                Corporation:

            
	 	 
	
              By:
                /s/
                Joan Braddi

            	
              By:
                /s/
                Jeffrey S. Cutler

            
	 	 
	
              Print
                Name: Joan
                Braddi

            	
              Print
                Name: Jeffrey
                S. Cutler

            
	 	 
	
              Title:
                VP
                Search Services

            	
              Title:
                Chief
                Revenue Officer

            
	 	 
	
              Date:
                Dec.
                20, 2005

            	
              Date:
                12/15/05

            


    

    


    
       

      
        	
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