PORTAL SERVICES AGREEMENT

     This Portal  Services  Agreement  (this  "Agreement") is entered into as of
February 3, 2000 (the "Effective Date"), by and between Inktomi  Corporation,  a
Delaware  corporation  with its  principal  place of business at 4100 East Third
Avenue, Foster City, California 94404 ("Inktomi") and GPC Acquisition Corp. with
its  principal  place of business at 960 Atlantic  Avenue,  Suite 200,  Alameda,
California 94501 ("Customer").

                                    RECITALS

     A.  Inktomi  utilizes  its  technology  to  provide a variety  of  services
including without limitation those described on exhibits to this Agreement.

     B.  Customer  desires to retain  Inktomi to  provide  certain of  Inktomi's
services  to  Customer  in  accordance  with the  terms and  conditions  of this
Agreement.

NOW THEREFORE, Inktomi and Customer agree as follows:

                                    AGREEMENT

     In consideration of the foregoing and the mutual promises  contained herein
the parties agree as follows:

     1.  Definitions.  For purposes of this Agreement,  in addition to the other
terms defined  elsewhere in this  Agreement,  the following terms shall have the
meanings set forth below:

          1.1.  "Intellectual Property Rights" means any and all rights existing
     from time to time under  patent  law,  copyright  law,  semiconductor  chip
     protection  law, moral rights law, trade secret law,  trademark law, unfair
     competition law,  publicity rights law, privacy rights law, and any and all
     other  proprietary   rights,  and  any  and  all  applications,   renewals,
     extensions and restorations  thereof,  now or hereafter in force and effect
     worldwide.

          1.2.  "Inktomi Icon" means an icon to be provided by Inktomi from time
     to time that indicates that Inktomi's technology is being used.

          1.3.  "Inktomi  Technology"  means the computer  software,  technology
     and/or  documentation  which  is  supplied  by  Inktomi  for  use  in or in
     connection  with delivery of a Service,  including  without  limitation all
     source  code  and  object  code  therefor  and all  algorithms,  ideas  and
     Intellectual   Property   Rights   therein.   The  definition  of  "Inktomi
     Technology"  shall  include  any  supplemented  definition  set forth in an
     Exhibit for a Service.

          1.4.  "Services"  means the various services to be provided by Inktomi
     for Customer under this Agreement,  as more fully described on the Exhibits
     attached to this Agreement.

          1.5.  "Site" means a Web site and/or sites  established and maintained
     by Customer or other authorized  entity (to the extent  permitted)  through
     which  end-users  may access a Service as set forth in the Exhibit for such
     Service.

          1.6. "Term" shall have the meaning indicated in Section 9.

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          1.7.  "Web" means the World Wide Web,  containing,  inter alia,  pages
     written in hypertext  markup language  (HTML) and/or any similar  successor
     technology.

          1.8.  "Web page" means a document on the Internet  which may be viewed
     in its entirety without leaving the applicable distinct URL address.

          1.9. "Web site" means a collection of inter-related Web pages.

     2. Provision of Services.

          2.1. Services.  Subject to the terms and conditions of this Agreement,
     Inktomi shall  provide each Service  substantially  in accordance  with the
     functionality   specifications,   performance   criteria  and   limitations
     specified in the Exhibit applicable to such Service.

          2.2. Additional Services.  Upon request, and provided that Customer is
     current  with service  fees due under this  Agreement,  Inktomi may provide
     Customer  additional  services in addition to the Services set forth in the
     applicable  Exhibit.  Such additional service shall be mutually agreed upon
     by the parties and shall be set forth, in Inktomi's reasonable  discretion,
     on a written work  authorization or an additional Exhibit to this Agreement
     which upon  execution,  shall  become  binding  between the  parties.  Such
     additional   service,   if  provided   pursuant  to:  (i)  a  written  work
     authorization  shall be provided at Inktomi's  then  applicable  consulting
     rates  and  charges,  and  shall  be  deemed  rendered  pursuant  to and in
     accordance with the terms of this Agreement;  or (ii) an additional Exhibit
     shall  be  provided  in  accordance  with the  rates,  charges,  terms  and
     conditions  of such  Exhibit  and the  terms  of this  Agreement.  Any work
     authorizations issued under this Agreement shall be sequentially numbered.

          2.3. End-User  Support.  Inktomi shall provide technical support for a
     Service to the extent set forth in the Exhibit  applicable to such Service.
     Except as set forth in such Exhibit,  Customer,  at its own expense,  shall
     provide all support of the Site.

          2.4.  Nonexclusive  Services.  Customer  understands that Inktomi will
     provide the Services on a nonexclusive  basis.  Customer  acknowledges that
     Inktomi has  customized  and  provided,  and will continue to customize and
     provide, its software and technology to other parties for use in connection
     with a variety  of  applications,  including,  without  limitation,  search
     engine,  e-commerce  and  communication   applications.   Nothing  in  this
     Agreement will be deemed to limit or restrict  Inktomi from customizing and
     providing  its software and  technology to other parties for any purpose or
     in any way  affect  the  rights  granted  to such  other  parties.  Inktomi
     reserves  the  right to  notify  other  customers  of the  signing  of this
     Agreement   but  agrees  not  to  provide  such  notice   before  a  public
     announcement  by  Customer of its  business  relationship  with  Inktomi or
     before  commercial  launch of a Service  provided  by  Inktomi  under  this
     Agreement,   whichever  is  earlier.  Customer  may  not  make  any  public
     announcement involving Inktomi without Inktomi approval,  provided however,
     Customer may disclose  information  concerning  this  Agreement in order to
     comply  with a valid  order by a court or other  governmental  body,  or as
     otherwise required by law, rule, or regulation.

     3. Intellectual Property Licenses/Ownership.

          3.1.   Trademark   Licenses.   Inktomi   hereby   grants   Customer  a
     nontransferable, nonexclusive license to display the Inktomi Icon solely as
     required  in order to  comply  with its  attribution  obligations  for each
     Service. Customer hereby grants to Inktomi a nontransferable,  nonexclusive
     license under Customer's trademarks during the Term to advertise that

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     Customer is using  Inktomi's  services.  Promptly  following  the Effective
     Date,  each  party  will  provide to the other  party its  trademark  usage
     guidelines,  as such  guidelines may be amended from time to time. All uses
     of  trademarks  as  set  forth  above  shall  be in  accordance  with  such
     guidelines.  For uses outside of such  guidelines,  a party will submit all
     materials of any kind containing the other party's nonconforming trademarks
     to the other party before  release to the public for  inspection,  and such
     other  party  will have the right to approve or  disapprove  such  material
     prior to its distribution.  Except as set forth in this Section, nothing in
     this  Agreement  shall  grant or shall be  deemed to grant to one party any
     right, title or interest in or to the other party's trademarks.  All use of
     Customer trademarks by Inktomi shall inure to the benefit of Customer,  and
     all use of Inktomi  trademarks  by  Customer  shall inure to the benefit of
     Inktomi.  At no time during or after the Term shall one party  challenge or
     assist others to challenge the trademarks of the other party (except to the
     extent  such   restriction   is  prohibited  by  applicable   law)  or  the
     registration thereof or attempt to register any trademarks,  marks or trade
     names confusingly similar to those of the other party.

          3.2. Inktomi  Technology.  As between  Customer and Inktomi,  Customer
     acknowledges that Inktomi owns all right,  title and interest in and to the
     Inktomi  Technology  (except for any software  licensed by third parties to
     Inktomi),  and that  Customer  shall not  acquire  any  right,  title,  and
     interest in or to the Inktomi Technology,  except as expressly set forth in
     this  Agreement.  Customer  shall not  modify,  adapt,  translate,  prepare
     derivative  works  from,  decompile,   reverse  engineer,   disassemble  or
     otherwise attempt to derive source code from any Inktomi Technology, except
     and only to the  extent  that  such  activity  is  expressly  permitted  by
     applicable law notwithstanding  this limitation.  Customer will not remove,
     obscure,  or  alter  Inktomi's  copyright  notice,   trademarks,  or  other
     proprietary  rights  notices  affixed to or  contained  within any  Inktomi
     software or documentation.

     4. Warranties and Disclaimer. Each party agrees as follows:

          4.1. Inktomi Warranties.  Inktomi warrants that: (i) it has full power
     and  authority  to enter into this  Agreement;  and (ii) it owns all right,
     title and interest in and to the Inktomi  Technology,  and any portions and
     components  thereof,  including  but not limited to,  copyrights,  patents,
     trade secrets and trademarks;  and (iii) it has not previously and will not
     grant any  rights in the  Inktomi  Technology  to any third  party that are
     inconsistent  with the  rights  granted  to  Customer  hereunder;  and (iv)
     throughout  the Term,  each  Service  provided for Customer and the Inktomi
     Technology  provided in connection  with each such Service shall be free of
     material errors and defects and shall perform  substantially  in accordance
     with the performance  criteria set forth on the applicable Exhibit for such
     Service.  Inktomi  does not  warrant  that the  Services  will  meet all of
     Customer's  requirements  or  that  performance  of the  Services  will  be
     uninterrupted  or error-free.  INKTOMI MAKES NO OTHER WARRANTY OF ANY KIND,
     WHETHER  EXPRESS,  IMPLIED,  STATUTORY  OR  OTHERWISE,   INCLUDING  WITHOUT
     LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND
     NONINFRINGEMENT.  IN  PARTICULAR,  INKTOMI MAKES NO  WARRANTIES  WHATSOEVER
     REGARDING  THE NATURE OF THE MATERIAL  CONTAINED IN THE DATABASE AND TO THE
     MAXIMUM EXTENT PERMITTED BY LAW DISCLAIMS ANY  RESPONSIBILITY  OR LIABILITY
     FOR SUCH MATERIAL.

          4.2.  Inktomi   Obligations.   Inktomi's  sole  obligation  under  the
     foregoing warranties is to use reasonable efforts to correct any portion of
     the Inktomi  Technology  or its business  practices  that does not meet the
     foregoing  warranties  within a reasonable period of time. If Inktomi fails
     to do so, then Customer shall have the right to immediately  terminate this
     Agreement. In addition, Customer may receive as a sole

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     remedy,  a refund of all  amounts  actually  paid by  Customer  under  that
     Exhibit for Services of this Agreement giving rise to Inktomi's  failure to
     meet the foregoing warranty.

          4.3.  Customer  Warranties.  Customer  warrants  that: (i) it has full
     power and  authority  to enter into this  Agreement;  (ii) it will seek all
     necessary governmental approvals required to effectuate this Agreement; and
     (iii) it shall perform the online services provided by Customer through the
     Site in accordance  with all federal,  state and local laws,  including all
     professional  registration  requirements related thereto. CUSTOMER MAKES NO
     OTHER  WARRANTIES  OF ANY KIND,  WHETHER  EXPRESS,  IMPLIED,  STATUTORY  OR
     OTHERWISE,  INCLUDING  WITHOUT  LIMITATION  WARRANTIES OF  MERCHANTABILITY,
     FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

         5.       Payments.

          5.1. Fees. Customer shall pay Inktomi fees for each of the Services in
     accordance with the applicable Schedule.

          5.2. Records.  To the extent applicable for each Service and solely to
     the extent each party has  obligations  to make payments to the other party
     in connection with such Service each party shall:  (i) maintain all records
     relevant to  calculating  service fees and/or  revenues for a Service for a
     two (2) year period following the year in which any payments  pertaining to
     such  service  fees and/or  revenues  were due;  and (ii) have the right to
     examine the other  party's  records from time to time but no more than once
     every six (6) months to determine the correctness of any payment made under
     this Agreement.  Such  examination  shall be conducted at reasonable  times
     during the audited party's normal business hours and upon at least ten (10)
     business  days'  advance  notice and in a manner so as not to  unreasonably
     interfere  with the conduct of the audited  party's  business.  If any such
     examination  indicates  that the audited  party has  underpaid by more than
     five percent (5%) of the aggregate  payments due for the period  subject to
     such  examination,  the audited  party shall  reimburse the other party for
     reasonable costs of such examination.

          5.3.  Taxes.  Customer shall be responsible  for all sales taxes,  use
     taxes,  withholding  taxes,  value added taxes and any other  similar taxes
     imposed by any federal,  state,  provincial or local governmental entity on
     the transactions contemplated by this Agreement, excluding taxes based upon
     Inktomi's  net  income.  When  Inktomi has the legal  obligation  to pay or
     collect such taxes, the appropriate amount shall be invoiced to and paid by
     Customer  unless  Customer  provides  Inktomi  with a valid  tax  exemption
     certificate authorized by the appropriate taxing authority.

          5.4. Payment.  All fees quoted and payments made hereunder shall be in
     U.S.  Dollars.  Customer  shall pay all amounts due under this Agreement to
     Inktomi at the address indicated at the beginning of this Agreement or such
     other location as Inktomi designated in writing.

     6. Confidentiality.

          6.1.  Definition of  Confidential  Information.  All  information  and
     documents  disclosed  or  produced  by either  party in the  course of this
     Agreement  which are disclosed in written form and  identified by a marking
     thereon as proprietary, or oral information which is defined at the time of
     disclosure and confirmed in writing as confidential  information within ten
     (10) business  days of its  disclosure,  shall be deemed the  "Confidential
     Information"  of the  disclosing  party.  Notwithstanding  the  above,  the
     parties  agree that any  information  (in any form,  whether in tangible or
     intangible)  relating to the Inktomi Technology is considered  Confidential
     Information of Inktomi.

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          6.2.  Treatment  of  Confidential  Information.  Each party  agrees to
     protect the other party's  Confidential  Information  in the same manner as
     such party  protects  its own  Confidential  Information  of  substantially
     similar  proprietary  value, but in no case less than with reasonable care.
     Each party  agrees  that it will use the  Confidential  Information  of the
     other party only for the  purposes of this  Agreement  and that it will not
     divulge,  transfer,  sell, license, lease, or otherwise disclose or release
     any such  information or documents  except to release to: (i) its employees
     or  subcontractors  who require access to such for purposes of carrying out
     such  party's  obligation  hereunder;  and (ii) persons who are employed as
     auditors by a public  accounting firm or by a federal or state agency;  and
     (iii) a  governmental  body or in  response  to a valid  court  order or as
     otherwise  required  by law,  rule,  or  regulation.  Each  party  will use
     reasonable efforts to advise any person obtaining Confidential  Information
     that such  information  is  proprietary  and to obtain a written  agreement
     obligating such person to maintain the  confidentiality of any Confidential
     Information belonging to the party or its suppliers.

          6.3. No Other Confidential  Information.  Neither party shall have any
     obligation  under this Section 6 for  information  of the other party which
     the receiving party can  substantiate  with  documentary  evidence that has
     been or is: (i) developed by the receiving party  independently and without
     the benefit, use of, or reference to information disclosed hereunder by the
     disclosing  party;  (ii) lawfully  obtained by the  receiving  party from a
     third party without restriction and without breach of this Agreement; (iii)
     publicly  available without breach of this Agreement;  or (iv) known to the
     receiving party prior to its receipt from the disclosing party.

     7. Indemnification.

          7.1.  Inktomi  Indemnification.  With regard to each Service,  Inktomi
     shall indemnify  Customer solely as set forth on the applicable Exhibit for
     such Service.

          7.2.  Customer  Indemnification.  Customer shall defend and/or settle,
     and pay damages awarded  pursuant to, any third party claim brought against
     Inktomi:  (i) related to the services provided by Customer through the Site
     or  representations,  claims or  statements  pertaining  thereto;  and (ii)
     which, if true, would  constitute a breach of any warranty,  representation
     or covenant made by Customer  under Section 4.3;  provided,  that,  Inktomi
     promptly  notifies  Customer  in  writing  of any such  claim and  promptly
     tenders  the control of the  defense  and  settlement  of any such claim to
     Customer  at  Customer's  expense  and with  Customer's  choice of counsel.
     Inktomi shall cooperate with Customer,  at Customer's expense, in defending
     or settling  such claim and Inktomi may join in defense with counsel of its
     choice at its own expense.  Customer  shall not  reimburse  Inktomi for any
     expenses  incurred  by  Inktomi  without  the  prior  written  approval  of
     Customer.

     8. Limitation of Liability.  TO THE MAXIMUM EXTENT  PERMITTED BY APPLICABLE
LAW,  IN NO EVENT WILL THE TOTAL  LIABILITY  OF INKTOMI  AND ITS  LICENSORS  AND
SUPPLIERS ARISING OUT OF THIS AGREEMENT EXCEED EITHER THE TOTAL ANNUAL FEES PAID
BY CUSTOMER  FOR THE YEAR IN WHICH THE  LIABILITY  ARISES,  OR IN THE FIRST YEAR
$125,000,  THE SECOND YEAR $150,000,  AND THE THIRD YEAR $175,000,  WHICHEVER IS
GREATER.  TO THE MAXIMUM  EXTENT  PERMITTED BY APPLICABLE  LAW,  INKTOMI AND ITS
LICENSORS  AND  SUPPLIERS  SHALL NOT BE LIABLE FOR ANY LOST  PROFITS OR COSTS OF
PROCUREMENT  OF  SUBSTITUTE  GOODS OR SERVICES,  OR FOR ANY  INDIRECT,  SPECIAL,
INCIDENTAL OR CONSEQUENTIAL  DAMAGES,  INCLUDING DAMAGES FOR LOST DATA,  HOWEVER
CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT,
PRODUCTS LIABILITY,  STRICT LIABILITY AND NEGLIGENCE,  AND WHETHER OR NOT IT WAS
OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH

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DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

     9. Term and Termination.

          9.1.  Term.  The term of this Agreement (the "Term") shall commence on
     the Effective Date and shall continue in force as specified in Schedule 2.

          9.2.  Termination for Breach.  Either party may suspend performance of
     and/or terminate this Agreement if the other party materially  breaches any
     term or condition of this  Agreement  and fails to cure such breach  within
     thirty (30) days after  receiving  written  notice of the breach or if such
     breach  cannot be cured  within  thirty (30) days,  and such party fails to
     commence and continue  meaningful  steps to cure such breach  within thirty
     (30) days.

          9.3.   Termination  due  to  Insolvency.   Either  party  may  suspend
     performance  and/or  terminate  this  Agreement if the other party  becomes
     insolvent or makes any  assignment  for the benefit of creditors or similar
     transfer evidencing  insolvency,  or suffers or permits the commencement of
     any form of  insolvency  or  receivership  proceeding,  or has any petition
     under  bankruptcy  law filed  against it, which  petition is not  dismissed
     within one hundred and twenty (120) days of such  filing,  or has a trustee
     or receiver appointed for its business or assets or any party thereof.

          9.4. Effect of Termination. Upon the termination of this Agreement for
     any reason:  (i) all license  rights  granted  under this  Agreement  shall
     terminate;  (ii) Customer shall  immediately pay to Inktomi all amounts due
     and  outstanding as of the date of such  termination;  and (iii) each party
     shall return to the other party, or destroy and certify the destruction of,
     all Confidential Information of the other party.

          9.5.  Survival.  In the event of any termination or expiration of this
     Agreement  for any  reason,  Sections  1, 3, 4,  5.2,  6, 7 (to the  extent
     designated to survive in the applicable Exhibit), 8, 9 and 10 shall survive
     termination or expiration of this Agreement.  Neither party shall be liable
     to the other party for damages or equitable  remedies of any sort resulting
     solely from terminating this Agreement in accordance with its terms.

          9.6.  Remedies.  Each  party  acknowledges  that  its  breach  of  the
     confidentiality or service/license  restrictions contained herein may cause
     irreparable harm to the other party, the extent of which would be difficult
     to ascertain. Accordingly, each party agrees that, in addition to any other
     remedies  to which the  non-breaching  party may be legally  entitled,  the
     non-breaching  party  shall have the right to seek  immediately  injunctive
     relief in the event of a breach of such  confidentiality or service/license
     restrictions  by  the  other  party  or any  of  its  officers,  employees,
     consultants or other agents.

     10. Miscellaneous.

          10.1.  Understanding.  Each party  acknowledges  that it has read this
     Agreement,  understands  it  and  agrees  to be  bound  by it.  Each  party
     acknowledges  that it has not been induced to enter into such agreements by
     any representations or statements, oral or written, not expressly contained
     herein or expressly incorporated by reference.

          10.2. Notice. Any notice required under or permitted by this Agreement
     shall be in writing and shall be delivered  as follows  with notice  deemed
     given as indicated:  (i) by personal  delivery when  delivered  personally;
     (ii) by overnight  courier upon written  verification of receipt;  (iii) by
     telecopy or

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     facsimile   transmission   when   confirmed  by   telecopier  or  facsimile
     transmission  report;  or (iv) by  certified  or  registered  mail,  return
     receipt requested,  upon verification of receipt.  All notices must be sent
     to the addresses  first  described  above or to such other address that the
     receiving  party may have  provided for the purpose of notice in accordance
     with this Section.

          10.3. Assignment.  Neither party may assign its rights or delegate its
     obligations  under this  Agreement  without the other party's prior written
     consent,  except to the surviving  entity in a merger or  consolidation  in
     which it participates or to a purchaser of all or substantially  all of its
     assets,  so long as such  surviving  entity or  purchaser  shall  expressly
     assume in writing the  performance  of all of the terms of this  Agreement.
     Notwithstanding the above,  Customer may assign its rights and delegate its
     obligations under this Agreement to MyTurn.com or any other entity in which
     Customer  controls at least eighty percent (80%) or more of the outstanding
     securities,  provided  however,  that  MyTurn.com or any successor  company
     thereto  and such entity or any  successor  company  thereto  shall be held
     liable  under the terms and  conditions  of this  Agreement  for any breach
     thereof by any assignee.

          10.4. No Third Party Beneficiaries.  All rights and obligations of the
     parties  hereunder  are  personal to the party that holds the rights or has
     the obligation.  This Agreement is not intended to benefit, nor shall it be
     deemed to give rise to, any rights in any third party.

          10.5. Governing Law. This Agreement will be governed and construed, to
     the extent applicable, in accordance with United States law, and otherwise,
     in accordance with  California  law,  without regard to its conflict of law
     principles. Except for claims relating to a breach of confidentiality under
     Section 6 or involving  Intellectual  Property Rights, any dispute or claim
     arising  out of or in  connection  with  this  Agreement  shall be  finally
     settled by binding  arbitration in San Mateo County,  California  under the
     Commercial Rules of the American Arbitration  Association by one arbitrator
     appointed in accordance with said rules.  Judgment on the award rendered by
     the arbitrator may be entered in any court having jurisdiction  thereof. In
     connection with any litigation between the parties hereto arising out of or
     relating to this Agreement,  each party hereto irrevocably  consents to the
     exclusive jurisdiction and venue in the federal and state courts located in
     San Francisco and/or San Mateo County.

          10.6.   Independent   Contractors.   The   parties   are   independent
     contractors.  Neither  party  shall be  deemed  to be an  employee,  agent,
     partner or legal  representative  of the other for any  purpose and neither
     shall have any  right,  power or  authority  to create  any  obligation  or
     responsibility on behalf of the other.

          10.7. Force Majeure. Neither party shall be liable hereunder by reason
     of any failure or delay in the  performance  of its  obligations  hereunder
     (except for the payment of money) on account of strikes,  shortages, riots,
     insurrection,    fires,    flood,    storm,    explosions,     earthquakes,
     telecommunications  outages,  acts of God, war, governmental action, or any
     other cause which is beyond the reasonable control of such party.

          10.8. Compliance with Laws and Export Regulations. Each party shall be
     responsible for compliance with all applicable laws, rules and regulations,
     if any, related to the performance of its obligations under this Agreement.
     Customer acknowledges that Inktomi is not the originator or exporter of any
     information the Services  return as the result of queries  submitted by any
     user of Customer's  system.  Customer is responsible  for ensuring that the
     export  of  any  information  provided  by  the  Services  is  exported  in
     accordance  with all applicable U.S. laws and  regulations,  including U.S.
     export control laws.  Additionally,  Customer  acknowledges that Inktomi is
     not the exporter of any products or  information  sold by Customer  through
     the Services.  Customer is responsible  for ensuring that the export of any
     products

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     facilitated  for sale through the Services are exported in accordance  with
     all applicable  U.S. laws and  regulations,  including U.S.  export control
     laws.  Customer  agrees to provide  adequate  safeguards  including on line
     disclaimers on Customer's site to ensure compliance with these provisions.

          10.9.  Waiver.  The failure of either party to require  performance by
     the other party of any provision shall not affect the full right to require
     such  performance  at any time  thereafter;  nor shall the waiver by either
     party of a breach of any  provision  hereof be taken or held to be a waiver
     of the provision itself.

          10.10. Conflicts. In the event of a conflict between the terms of this
     Agreement and an Exhibit  attached  hereto,  the terms of the Exhibit shall
     prevail.

          10.11.  Severability.  If any provision of this Agreement is held by a
     court of competent  jurisdiction  to be contrary to law, the parties  agree
     that  such  provision  shall  be  changed  and  interpreted  so as to  best
     accomplish the  objectives of the original  provision to the fullest extent
     allowed by law and the remaining  provisions of this Agreement shall remain
     in full force and effect.

          10.12.  Headings. The section headings appearing in this Agreement are
     inserted  only as a matter  of  convenience  and in no way  define,  limit,
     construe or describe the scope or extent of such  paragraph,  or in any way
     affect such agreements.

          10.13. Counterparts.  This Agreement may be executed simultaneously in
     two or more counterparts, each of which will be considered an original, but
     all of which together will constitute one and the same instrument.

          10.14.  Entire Agreement.  This Agreement,  Exhibits,  Attachments and
     Schedules hereto,  constitute the entire agreement between the parties with
     respect to the subject matter hereof.  This Agreement  supersedes,  and the
     terms of this Agreement  govern,  any other prior or collateral  agreements
     with respect to the subject matter hereof. Any amendments to this Agreement
     must be in writing and executed by an officer of the parties.

     IN WITNESS WHEREOF,  the parties have caused this Portal Services Agreement
to be signed by their duly authorized representatives.

GPC ACQUISITION CORP.                            INKTOMI CORPORATION


By: /s/ Paul Danner                              By: /s/ Jerry Kennelly
-------------------                              ----------------------


Name: Paul Danner                                Name: Jerry Kennelly
-----------------                                --------------------

Title: CEO                                       Title: Chief Financial Officer
----------                                       ------------------------------




                                      AA1-8


<PAGE>



                                   EXHIBIT A-1
                                     TO THE
                            PORTAL SERVICES AGREEMENT
                             GENERAL SEARCH SERVICES

Customer Site or Sites ("Site")  shall be designated as follows:  www.myturn.com
or any another site as Customer may determine in its sole discretion.

This Exhibit to the Portal Services  Agreement (this "Exhibit"),  in conjunction
with  the  terms  of the  Portal  Services  Agreement  (the  "Agreement")  shall
constitute  the terms and  conditions  pursuant to which  Inktomi  shall provide
General Search Services to Customer at the Site set forth above:

     1.  Definitions.  In addition  to any terms  defined in this  Exhibit,  the
following  terms shall have the meanings  set forth  below.  Any other terms not
otherwise defined in this Exhibit shall have the meanings  prescribed to them in
the Agreement.

          1.1. "Affiliate" means with respect to any person or entity, any other
     person or entity  directly or  indirectly  controlling  or controlled by or
     under  direct  or  indirect  common  control  with such  person or  entity.
     "Control" means the possession of beneficial  ownership of more than 50% of
     the stock or other  similar  interest  entitled to vote for election of the
     Board of Directors or similar managing authority.

          1.2.  "Database" means Inktomi's full text index database of Web pages
     accessible  by end  users  of the  Site at any  given  time.  The  Database
     includes the "General Search Database."

          1.3.  "General Search Database" is the database  maintained as part of
     the General Search Services described on Attachment A to this Exhibit.

          1.4.  "General  Search  Services"  means the  Internet  Search  Engine
     services to be provided by Inktomi for Customer under this Exhibit, as more
     fully described on Attachment A to this Exhibit.

          1.5. "Inktomi Data Protocol" means the written specification on how an
     Interface communicates and interacts with the Inktomi Search Engine.

          1.6.  "Inktomi Search Engine" means Inktomi's current Search Engine as
     of the  Effective  Date as the same may be:  (i)  updated  as  provided  on
     Schedule  1  to  the  Agreement;  and  (ii)  otherwise  updated,  upgraded,
     modified,  changed,  or enhanced  by Inktomi  from time to time at its sole
     discretion.  The  Inktomi  Search  Engine  does not and  will  not  include
     features,  options and modules  developed and customized  specifically  for
     third parties and provided to such third parties on an exclusive  basis, or
     features,  options,  modules and future products which Inktomi  licenses or
     provides separately.

          1.7. "Inktomi Technology" means the Inktomi Search Engine, the Inktomi
     Data  Protocol,  the Interface  Construction  Tools and all other  computer
     software,  technology and/or documentation which is supplied by Inktomi for
     use in or in  connection  with  delivery  of the General  Search  Services,
     including, without limitation, all source code and object code therefor and
     all algorithms, ideas and Intellectual Property Rights therein.

          1.8.  "Interface"  means the  editorial  and  graphical  content,  and
     functionality (which is not otherwise Inktomi Technology hereunder), of the
     Web and other pages served to end users of Customer,

                                      AA1-9


<PAGE>



     including  without  limitation  all Search Pages,  Inktomi  Results  Pages,
     instruction  pages,  frequently asked questions pages and any site end user
     terms and guidelines.

          1.9. "Interface  Construction Tools" means all software tools, if any,
     in object code form,  provided  by Inktomi to assist  Customer to build the
     Interface  to the  Inktomi  Search  Engine,  including  without  limitation
     Inktomi's application server currently known as Forge.

          1.10.  "Results Pages" means all Web pages  displaying  search results
     presented  to end-  users  directly  as a result  of  accessing  the  query
     mechanisms  of the  Inktomi  Search  Engine or  indirectly  through a cache
     controlled or influenced by Customer.

          1.11.  "Results Set" means a set of results consisting of between zero
     and one hundred records presented in response to a search query.

          1.12.  "Search  Engine"  means  computer  software  which  crawls  the
     Internet,  downloads and analyzes text and other data,  sorts and organizes
     the data,  creates an index of  accessible  data,  and,  after  receiving a
     particular  search request (in the form of a word query),  locates material
     accessible in the database, and presents the results of the search.

          1.13. "Search Pages" means all Web pages which enable end users of the
     Site to initiate and send search queries to the Inktomi Search Engine.

          1.14. "Usage Data" means the demographic,  psychographic,  statistical
     and other end user data generated by operation of the Inktomi Search Engine
     in connection with the search services provided by Customer to end users of
     the  Site,  including  without  limitation  all end  user  "click  through"
     information, but excluding Web usage data generated by the Database.

     2. Provision of General Search Services; Site Implementation.

          2.1. General Search Services and Site  Implementation.  Subject to the
     terms and  conditions  of this  Exhibit and the  Agreement,  Inktomi  shall
     provide the General Search  Services to Customer for use in the Site,  such
     services to be provided  substantially in accordance with the functionality
     specifications,   performance   criteria  and   limitations   specified  on
     Attachment A to this Exhibit.  Inktomi,  at its own expense,  shall provide
     all data transmission capacity (bandwidth),  disk storage,  server capacity
     and other  hardware and software  required to run the Inktomi Search Engine
     and maintain the Database.  Customer, at its own expense,  shall create the
     Interface to the Inktomi  Search Engine for the Site, and shall provide all
     disk storage,  server capacity and other hardware and software  required to
     run and maintain the Site and the Interface, and to serve advertisements on
     the  Interface.   Inktomi  shall  provide  reasonable  assistance  (through
     telephone,  e-mail,  the Web, or fax) to Customer  during regular  business
     hours  regarding  development of the Interface and  integration of the same
     with the Inktomi Search Engine. Customer, at its own expense, shall provide
     all data  transmission  capacity  (bandwidth)  required  to  connect to and
     receive  information  from the Inktomi  Search  Engine.  Customer  may only
     utilize the General  Search  Services in conjunction  with search  services
     provided by Customer to end users of the Site,  and Customer  shall have no
     right to  provide,  distribute,  resell or  provide  services  based on the
     General  Search  Services  or  any  information  (including  Results  Sets)
     generated  therefrom  to any  other  third  party.  Customer  may not cache
     Results Sets or any other  information  obtained from the Inktomi databases
     without  the  prior  written   consent  of  Inktomi,   which  will  not  be
     unreasonably  withheld  or delayed;  and if  Customer  wishes to begin such
     caching,  Inktomi and  Customer  will first agree on  appropriate  Customer
     reporting requirements to ensure proper accounting of payments hereunder.

                                     AA1-10


<PAGE>




          2.2. Test Cluster.  During the  development  period for the Interface,
     Customer  shall only have access  through the  Inktomi  Data  Protocol to a
     non-production  version of the Inktomi Search Engine (the "Test  Cluster").
     Upon  completion of the Interface and all desired  testing against the Test
     Cluster,  Customer  shall  present the  Interface to Inktomi for review and
     testing  against  the  production  version of the  Inktomi  Search  Engine.
     Inktomi shall promptly notify Customer of any problems or issues discovered
     by Inktomi regarding the Interface.  Once cleared by Inktomi, Inktomi shall
     provide access to Customer to the production  version of the Inktomi Search
     Engine.  Customer may run reasonable tests against the Test Cluster and the
     production  version of the Inktomi  Search  Engine,  provided  however that
     Customer may not conduct any load testing  (prior to  commercial  launch of
     its search service)  without the prior consent of Inktomi.  Load testing as
     used herein means the generation and delivery of more than five queries per
     second.  There shall no service fee payable by Customer  for  searches  run
     against the Test Cluster.

          2.3.  Delivery of  Materials.  Promptly  following  execution  of this
     Exhibit,  Inktomi shall provide the Inktomi Data Protocol and the Interface
     Construction  Tools to  Customer,  which  Customer may use solely in strict
     compliance with the terms of Section 4.

          2.4. Technical  Support.  Inktomi,  at its own expense,  shall provide
     technical  support  services to Customer  regarding  the  operation  of the
     Inktomi Search Engine.  Such support services will be provided as set forth
     on Schedule 1 of the Agreement.

     3. Customer Obligations.

          3.1. Technical  Support.  Except as set forth in Section 2.4, Customer
     at its own expense shall provide all support including, without limitation,
     first level customer support services to end-users of the Site.

          3.2.   Attribution.   All  Search   Pages  and  Results   Pages  shall
     conspicuously  display  an icon to be  provided  by Inktomi  (the  "Inktomi
     Icon") that indicates that Inktomi's  technology is being used. The Inktomi
     Icon shall  measure at least 50 x 160 pixels and shall  provide a link to a
     page of Inktomi's choice on Inktomi's Web site located at  www.inktomi.com.
     The Inktomi Icon shall be visible "above the fold" and shall be in the form
     found    at   the    Inktomi    Icon    site,    currently    located    at
     http://www.inktomi.com/logo/PowByInkMed.gif.

     4. Intellectual Property Licenses/Ownership.

          4.1.   Inktomi   Data   Protocol.   Inktomi   grants  to   Customer  a
     nontransferable, nonexclusive license during the Term (as defined below) to
     use the Inktomi Data Protocol and the Interface  Construction  Tools solely
     to create and maintain the  Interface to the Inktomi  Search Engine for the
     Site.  The license  granted  hereunder  shall  include the right to use the
     Interface  Construction  Tools or to develop an  Interface  to the  Inktomi
     Search Engine for use on Sites of Service Recipients.

          4.2. Interface. As between Inktomi and Customer,  Inktomi acknowledges
     that  Customer  owns all  right,  title  and  interest,  including  without
     limitation  all  Intellectual  Property  Rights,  in and  to the  Interface
     (except for any software  licensed by third  parties to Customer and except
     for editorial  content  regarding the use and  functionality of the Inktomi
     Search Engine  provided by Inktomi to Customer for  incorporation  into the
     Site,  which  content  shall be and remain  Inktomi  Technology),  and that
     Inktomi  shall  not  acquire  any  right,  title or  interest  in or to the
     Interface, except as expressly set forth in this Exhibit or the Agreement.

                                     AA1-11


<PAGE>




          4.3.  Usage Data.  Inktomi and  Customer  shall  jointly own the Usage
     Data,  excluding the Web index data which shall remain the sole property of
     Inktomi. Usage Data shall constitute  Confidential  Information (as defined
     below) of the parties hereunder;  provided, that advertiser-specific  Usage
     Data may be provided to advertising clients under non-disclosure agreements
     in connection with Customer's provision of advertising sales services;  and
     provided  further  that  Inktomi  may use Usage  Data  (without  separately
     identifying  the source of the Usage Data) in providing  search services to
     its  customers.  Customer  shall  cooperate  with  Inktomi to  develop  and
     implement  procedures to capture Usage Data.  Additional  uses of the Usage
     Data shall require the mutual consent of the parties.

     5. Payments.

          5.1.  Service  Fees.  Customer  shall pay Inktomi  service fees in the
     amount and on terms specified on Schedule 2 of the Agreement.

          5.2.  Records.  For purposes of fulfilling its obligations  under this
     Section 5.2,  Customer shall keep complete and accurate records  pertaining
     to the number of Results Sets served during the applicable period.

     6.  Indemnification.  Inktomi shall defend and/or  settle,  and pay damages
awarded pursuant to, any third party claim brought against Customer alleging the
software  comprising  the Inktomi  Search Engine  improperly  includes any third
party  copyrighted  subject matter,  third party U.S. patented subject matter or
third party trade secrets;  provided that Customer  promptly notifies Inktomi in
writing of any such claim and  promptly  tenders  the control of the defense and
settlement of any such claim to Inktomi at Inktomi's  expense and with Inktomi's
choice of counsel.  Customer shall cooperate with Inktomi, at Inktomi's expense,
in  defending  or  settling  such claim and  Customer  may join in defense  with
counsel of its choice at its own expense.  Inktomi shall not reimburse  Customer
for any  expenses  incurred by Customer  without the prior  written  approval of
Inktomi.  The  indemnification  obligation  set  forth in this  Section  6 shall
terminate upon the  expiration or  termination  of the General  Search  Services
provided pursuant to this Exhibit.

     IN WITNESS  WHEREOF,  the parties have caused this Exhibit to the Agreement
to be signed by their duly authorized representatives.

GPC ACQUISITION CORP.                      INKTOMI CORPORATION


By:/s/ Paul Danner                         By: /s/ Jerry Kennelly
------------------                         ----------------------


Name:Paul Danner                           Name: Jerry Kennelly
----------------                           --------------------

Title:  CEO                                Title: Chief Financial Officer
------  ---                                ------------------------------






                                     AA1-12


<PAGE>



                                  ATTACHMENT A
                                       TO
                                   EXHIBIT A-1
                             GENERAL SEARCH SERVICES

Capitalized  terms not  otherwise  defined  in this  Attachment  shall  have the
meanings  prescribed  to  them  in  the  corresponding  Exhibit  to  which  this
Attachment  is attached or the Portal  Services  Agreement to which such Exhibit
and Attachment are attached.

General Search Services

     Inktomi will use the Inktomi Search Engine and its own editorial discretion
to crawl the  Internet,  download  and  analyze  text and other  data,  sort and
organize the data,  create an index of accessible  data,  and, after receiving a
particular search request from an end user (in the form of a word query), locate
material  accessible in the General Search Database,  and present the results of
the search to the end user.  Inktomi  will serve end user search  queries out of
one or more of its search  engine  data  centers at  Inktomi's  discretion.  The
functionality   specifications  and  performance  criteria  applicable  to  such
services are as follows:

Functionality Specifications:

     Inktomi will operate the Inktomi Search Engine so as to enable end users of
the Site to run queries  against the General Search  Database with the following
functionality:

     -    Ability to search by keyword,  file type, domain (up to three levels),
          document  title,  modification  dates,  document  contents,  depth and
          metaword

     -    Ability to search by full text and  phrase,  and search  with  Boolean
          operators  (including AND, NOT and OR).  Default search,  barring user
          modification at query time by the end user, will be AND.

     -    Search on included object,  covering the following  objects:  Acrobat,
          java applets,  active x controls,  audio, plugins, Flash, form, frame,
          image, script, Shockwave, table, video and vrml

     -    Search on included file type, by file extension

     -    Search on specific script language, covering Javascript and Vbscript

     -    Limit search to pages containing links to a specified domain

     -    Limit search to words in the HTML "title" field

     -    Grammatical stemming

     -    Search by language

     -    Case sensitivity support

     -    Pornography filtration

     -    Ability to  selectively  control  the size of each  Results  Set (0-10
          records,  11-20 records,  21-30 records, 31-50 records, 51-75 records,
          76-100 records)

Performance Criteria

     -   Size of Database  - MInimum 54 million documents for all queries and a
         minimm of 110 million documents that may be accessed for up to 20% of
         daily queries

                                      AA1-1



<PAGE>

     -    Database  Freshness  -  Objective  is  minimum  13  updates  per  year
          (approximately  every 4  weeks,  may  vary  depending  on  operational
          circumstances

     -    Uptime / Downtime - Minimum  99% uptime  (1%  downtime)  over  monthly
          windows. Downtime = any 1 minute period in which Inktomi Search Engine
          processes no requests.

     -    Query / Response Speed - Average speed < = 750 milliseconds

 Production Schedule

         Customer will begin work on  constructing  the  Interface,  and Inktomi
will begin work on tuning its Search  Engine to provide the  services  set forth
herein   promptly  upon  execution  of  the  Exhibit.   Both  parties  will  use
commercially  reasonable  efforts  so  that  the  General  Search  Services  are
available to Customer for use in the Site within thirty (30) days  following the
Effective Date.



<PAGE>



                                   EXHIBIT A-3
                                     TO THE
                            PORTAL SERVICES AGREEMENT

                           GENERAL DIRECTORY SERVICES

Site or  Sites  ("Site"):  www.myturn.com  or any  other  site as  Customer  may
determine in its sole discretion.

This Exhibit to the Portal Services  Agreement (this "Exhibit"),  in conjunction
with  the  terms  of the  Portal  Services  Agreement  (the  "Agreement")  shall
constitute  the terms and  conditions  pursuant to which  Inktomi  shall provide
General Directory Services to the Site set forth above:

     1.  Definitions.  In addition  to any terms  defined in this  Exhibit,  the
following  terms shall have the meanings  set forth  below.  Any other terms not
otherwise defined in this Exhibit shall have the meanings  prescribed to them in
the Agreement.

          1.1.  "Directory" means Inktomi's Taxonomy and associated  database of
     Web  pages  accessible  by end  users of the Site at any  given  time.  The
     Directory  includes the Inktomi  version of Netscape Open Directory  ("Open
     Directory").

          1.2. "General Directory  Services" means the Internet Directory Engine
     services to be provided by Inktomi for Customer under this Exhibit, as more
     fully described on Attachment A to this Exhibit.

          1.3. "Inktomi Data Protocol" means the written specification on how an
     Interface communicates and interacts with the Inktomi Directory Engine.

          1.4.  "Inktomi  Directory  Engine" means Inktomi's  current  Directory
     Engine as of the Effective Date as the same may be: (i) updated as provided
     on  Schedule 1 to the  Agreement;  and (ii)  otherwise  updated,  upgraded,
     modified,  changed,  or enhanced  by Inktomi  from time to time at its sole
     discretion.  The  Inktomi  Directory  Engine  does not and will not include
     features,  options and modules  developed and customized  specifically  for
     third parties and provided to such third parties on an exclusive  basis, or
     features,  options,  modules and future products which Inktomi  licenses or
     provides separately.

          1.5. "Inktomi  Technology"  means the Inktomi  Directory  Engine,  the
     Inktomi  Data  Protocol,  the  Interface  Construction  Tools and all other
     computer  software,  technology and/or  documentation  which is supplied by
     Inktomi for use in or in connection with delivery of the General  Directory
     Services,  including,  without limitation,  all source code and object code
     therefor  and  all  algorithms,  ideas  and  Intellectual  Property  Rights
     therein.

          1.6.  "Interface" means the editorial and graphical content and design
     of the Web  pages  served  to end  users  of the  Site,  including  without
     limitation  any and all Default  Category  Pages,  Search  Page,  Directory
     Results Pages,  instruction pages, frequently asked questions pages and any
     Site end user terms and guidelines.

          1.7. "Interface  Construction Tools" means all software tools, if any,
     in object code or source code form,  provided by Inktomi to assist Customer
     to build the Interface to the Inktomi Directory  Engine,  including without
     limitation Inktomi's application server currently known as Forge.

                                      A3-1



<PAGE>



          1.8.  "Default  Category  Page"  means the  default  first page of the
     Inktomi  Directory Engine that is generated  without a query to the Inktomi
     Directory Engine.

          1.9.   "Directory  Results  Pages"  means  all  Web  pages  displaying
     categories  and/or results  presented to end-users  directly as a result of
     accessing the query mechanisms of the Inktomi Directory Engine.  "Directory
     Results Pages" shall not include the Default Category Page.

          1.10.  "Directory  Results Set" means a set of results  consisting  of
     between zero (0) and ten (10)  records  presented in response to a query to
     the Inktomi Directory Engine.

          1.11.  "Directory  Engine" means  computer  software  which crawls the
     Internet,  downloads and analyzes text and other data,  sorts and organizes
     the  data in  accordance  with  Inktomi's  Taxonomy,  creates  an  index of
     accessible  data,  and,  after  receiving  a  particular  request,  locates
     material  accessible  in  the  database,  and  presents  the  corresponding
     categories and/or results of the search.

          1.12. "Search Pages" means all Web pages which enable end users of the
     Site to initiate and send search queries to the Inktomi  Directory  Engine,
     including the Default Category Page and Directory Results Pages.

          1.13.  "Taxonomy" means the series of categories  developed by Inktomi
     that sets forth an organizational structure for categorizing, searching and
     accessing Web pages.

          1.14. "Usage Data" means the demographic,  psychographic,  statistical
     and other end user data  generated by  operation  of the Inktomi  Directory
     Engine in connection with the search  services  provided by Customer to end
     users  of the  Site,  including  without  limitation  all end  user  "click
     through"  information,  but  excluding  Web  usage  data  generated  by the
     Directory.

         2.   Provision of General Directory Services; Site Implementation.

          2.1. General Directory  Services and Site  Implementation.  Subject to
     the terms and conditions of this Exhibit and the  Agreement,  Inktomi shall
     provide the  General  Directory  Services to Customer  for use in the Site,
     such  services  to  be  provided   substantially  in  accordance  with  the
     functionality   specifications,   performance   criteria  and   limitations
     specified on  Attachment A to this  Exhibit.  Inktomi,  at its own expense,
     shall provide all data  transmission  capacity  (bandwidth),  disk storage,
     server capacity and other hardware and software required to run the Inktomi
     Directory Engine and maintain the Directory.  Customer, at its own expense,
     shall create the  Interface to the Inktomi  Directory  Engine for the Site,
     and shall provide all disk storage,  server capacity and other hardware and
     software  required to run and maintain the Site and the  Interface,  and to
     serve  advertisements  on the Interface.  Inktomi shall provide  reasonable
     assistance (through telephone,  e-mail, the Web, or fax) to Customer during
     regular   business  hours  regarding   development  of  the  Interface  and
     integration of the same with the Inktomi Directory Engine. Customer, at its
     own  expense,  shall  provide all data  transmission  capacity  (bandwidth)
     required to connect to and receive  information from the Inktomi  Directory
     Engine.  Customer  may only  utilize  the  General  Directory  Services  in
     conjunction  with search services  provided by Customer to end users of the
     Site,  and Customer shall have no right to provide,  distribute,  resell or
     provide services based on the General Directory Services or any information
     (including the Default  Category Page or Directory  Results Sets) generated
     therefrom  to any other  third  party.  Customer  may not cache the Default
     Category Page or Directory Results Sets or any other  information  obtained
     from the Inktomi  databases  without the prior written  consent of Inktomi,
     which will not be unreasonably  withheld or delayed; and if Customer wishes
     to begin such caching, Inktomi and

                                      AA3-2



<PAGE>



Customer will first agree on  appropriate  Customer  reporting  requirements  to
ensure proper accounting of payments hereunder.

          2.2. Test Cluster.  During the  development  period for the Interface,
     Customer  shall only have access  through the  Inktomi  Data  Protocol to a
     non-production   version  of  the  Inktomi   Directory  Engine  (the  "Test
     Cluster"). Upon completion of the Interface and all desired testing against
     the Test  Cluster,  Customer  shall  present the  Interface  to Inktomi for
     review and testing  against the  production  version of the Inktomi  Search
     Engine.  Inktomi shall promptly  notify  Customer of any problems or issues
     discovered  by Inktomi  regarding the  Interface.  Once cleared by Inktomi,
     Inktomi shall provide access to Customer to the  production  version of the
     Inktomi Search Engine.  Customer may run reasonable  tests against the Test
     Cluster and the production  version of the Inktomi Search Engine,  provided
     however that Customer may not conduct any load testing (prior to commercial
     launch of its search  service)  without the prior consent of Inktomi.  Load
     testing as used herein means the  generation and delivery of more than five
     queries per second.  There shall be no service fee payable by Customer  for
     searches run against the Test Cluster.

          2.3.  Delivery of  Materials.  Promptly  following  execution  of this
     Exhibit,  Inktomi shall provide the Inktomi Data Protocol and the Interface
     Construction  Tools to  Customer,  which  Customer may use solely in strict
     compliance with the terms of Section 4.

          2.4. Technical  Support.  Inktomi,  at its own expense,  shall provide
     second level technical support services to Customer regarding the operation
     of the Inktomi Directory Engine.  Such support services will be provided as
     set forth on Schedule 1 of the Agreement.

         3.   Customer Obligations.

          3.1. Technical  Support.  Except as set forth in Section 2.4, Customer
     at its own expense shall provide all support including, without limitation,
     first level customer support services to end-users of the Site.

          3.2. Attribution. All Default Category Pages, Search Pages and Results
     Pages shall  conspicuously  display an icon to be provided by Inktomi  (the
     "Inktomi Icon") that indicates that Inktomi's technology is being used. The
     Inktomi  Icon shall  measure  at least 50 x 160 pixels and shall  provide a
     link to a page of  Inktomi's  choice  on  Inktomi's  Web  site  located  at
     www.inktomi.com.  The  Inktomi  Icon shall be visible  "above the fold" and
     shall be in the form  indicated  on the  Inktomi  Icon  website,  currently
     located at http://www.inktomi.com/logo/PowByInkMed.gif.

          3.3. Open Directory License Agreement.  Customer agrees to comply with
     all  terms  of the  Netscape  Open  Directory  License  Agreement  found at
     http://www.dmoz.org/license  and attached hereto as Attachment B to Exhibit
     A-3.

         4.   Intellectual Property Licenses/Ownership.

          4.1.   Inktomi   Data   Protocol.   Inktomi   grants  to   Customer  a
     nontransferable, nonexclusive license during the Term (as defined below) to
     use the Inktomi Data Protocol and the Interface  Construction  Tools solely
     to create and maintain the  Interface to the Inktomi  Directory  Engine for
     the Site.

          4.2. Interface. As between Inktomi and Customer,  Inktomi acknowledges
     that  Customer  owns all  right,  title  and  interest,  including  without
     limitation  all  Intellectual  Property  Rights,  in and  to the  Interface
     (except for any software  licensed by third  parties to Customer and except
     for editorial content

                                      AA3-3



<PAGE>



     regarding  the  use  and  functionality  of the  Inktomi  Directory  Engine
     provided  by Inktomi to Customer  for  incorporation  into the Site,  which
     content shall be and remain Inktomi Technology), and that Inktomi shall not
     acquire  any right,  title or interest  in or to the  Interface,  except as
     expressly set forth in this Exhibit or the Agreement.

          4.3.  Usage Data.  Inktomi and  Customer  shall  jointly own the Usage
     Data,  excluding the Web index data which shall remain the sole property of
     Inktomi. Usage Data shall constitute  Confidential  Information (as defined
     below) of the parties hereunder;  provided, that advertiser-specific  Usage
     Data may be provided to advertising clients under non-disclosure agreements
     in connection with Customer's provision of advertising sales services;  and
     provided  further  that  Inktomi  may use Usage  Data  (without  separately
     identifying  the source of the Usage Data) in providing  search services to
     its  customers.  Customer  shall  cooperate  with  Inktomi to  develop  and
     implement  procedures to capture Usage Data.,  Additional uses of the Usage
     Data shall require the mutual consent of the parties.

         5.   Payments.

          5.1.  Service  Fees.  Customer  shall pay Inktomi  service fees in the
     amount and on terms specified on Schedule 2 of the Agreement.

          5.2. Records. For purposes of fulfilling its obligations under Section
     5.2 of the  Agreement,  Customer  shall keep complete and accurate  records
     pertaining  to the  number of  Directory  Results  Sets  served  during the
     applicable period.

          6.  Indemnification.  Inktomi  shall  defend  and/or  settle,  and pay
     damages awarded pursuant to, any third party claim brought against Customer
     alleging the software  comprising the Inktomi  Directory Engine  improperly
     includes any third party copyrighted  subject matter,  third party patented
     subject  matter  or third  party  trade  secrets;  provided  that  Customer
     promptly notifies Inktomi in writing of any such claim and promptly tenders
     the control of the defense and  settlement  of any such claim to Inktomi at
     Inktomi's  expense and with  Inktomi's  choice of counsel.  Customer  shall
     cooperate with Inktomi, at Inktomi's expense, in defending or settling such
     claim and  Customer  may join in defense  with counsel of its choice at its
     own expense. Inktomi shall not reimburse Customer for any expenses incurred
     by  Customer   without  the  prior   written   approval  of  Inktomi.   The
     indemnification obligation set forth in this Section 6 shall terminate upon
     the expiration or termination of the General  Directory  Services  provided
     pursuant to this Exhibit.

     IN WITNESS  WHEREOF,  the parties have caused this Exhibit to the Agreement
to be signed by their duly authorized representatives.

GPC ACQUISITION CORP.                             INKTOMI CORPORATION

By: /s/ Paul Danner                               By: /s/ Jerry Kennelly
-------------------                               ----------------------

Name: Paul Danner                                 Name: Jerry Kennelly
-----------------                                 --------------------

Title:CEO                                         Title:Chief Financial Officer
---------                                         -----------------------------

Date: 2/4/00                                      Date:_______________________
------------



                                      AA3-4



<PAGE>



                                  ATTACHMENT A
                                       TO
                                   EXHIBIT A-3

                           GENERAL DIRECTORY SERVICES

General Directory Services

     Inktomi shall provide  directory  services to Customer  through the Inktomi
Directory   Engine  during  the  Term  of  the  Agreement.   The   functionality
specifications  and  performance  criteria  applicable  to such  services are as
follows:

     Functionality Specifications:

     The functionality  specifications  and performance  criteria  applicable to
such services are as follows:

1.  Inktomi version of Netscape Open Directory.

     -    An Inktomi version of Netscape Open Directory  containing an estimated
          twenty-five  thousand  (25,000)  categories  and  an  estimated  eight
          hundred thousand (800,000) documents.

     -    Additional  categories and documents  from the Open Directory  Project
          will  continue to be included in the Inktomi  version of the Netscape
          Open Directory.

     -    Directory categories may be accessed via the Inktomi Data Protocol.

2.  Crawling and Indexing.

     -    The   objective   is  a  minimum  of  twelve  (12)  updates  per  year
          (approximately  every  four (4) weeks  which may vary  depending  upon
          operational circumstances).



<PAGE>



                                   SCHEDULE 1
                                     TO THE
                            PORTAL SERVICES AGREEMENT

                             SUPPORT GUIDELINES FOR
                                 SEARCH SERVICES

1.    Definitions.

     (a)  Hours of Operation.  Inktomi will provide Customer with 7 x 24 support
          as set forth herein.

     (b)  Problem.  Any error, bug, or malfunction that makes any feature of the
          Inktomi Search Engine  perform  unpredictably  or to otherwise  become
          intermittently  unavailable,  or that causes the Inktomi Search Engine
          to have a material degradation in response time performance.

     (c)  Severe Problem. Any error, bug, or malfunction that causes the Inktomi
          Search  Engine to become  inaccessible  to  Customer  and its Site end
          users,  or that  causes any feature of the  Inktomi  Search  Engine to
          become continuously unavailable.

     (d)  Enhancement  Request.  A request  by  Customer  to  incorporate  a new
          feature or enhance an existing feature of the Inktomi Search Engine.

     (e)  Fix. A correction, fix, alteration or workaround that solves a Problem
          or a Severe Problem.

2.    Contact points.

     (a)  Customer Technical Support Personnel.  Customer will designate no more
          than three  Customer  employees as  qualified  to contact  Inktomi for
          technical support.

     (b)  Inktomi  Technical  Support  Personnel.  Inktomi  will ensure that its
          Technical  Support   Personnel  are  adequately   trained  to  provide
          technical  support to Customer.  Inktomi will provide  Customer with a
          web interface or an email address (the "Support Address"),  as well as
          an email  pager  address  (the  "Support  Pager") for  contacting  the
          Inktomi  Technical  Support  Personnel no later than one week prior to
          the Launch  Date.  Inktomi  will also  provide  Customer  with contact
          information for executive  escalation personnel no later than one week
          prior to the Launch Date. Inktomi may change its designated  Technical
          Support Personnel and executive escalation personnel at its discretion
          with reasonable notice to Customer.

3.    Support procedures.

     (a)  All  Problems  reported by Customer  Technical  Support  Personnel  to
          Inktomi  must be  submitted  via  web  site or  email  to the  Support
          Address.

     (b)  If Customer  believes it is reporting a Severe Problem,  Customer will
          accompany its email request with a page via the Support Pager.



<PAGE>


     (c)  Upon receiving a report from Customer,  Inktomi will determine whether
          the request is a Problem, a Severe Problem, or an Enhancement Request.
          Inktomi  will  respond to the  request and use  reasonable  commercial
          efforts to provide a Fix as described  in the support  table set forth
          below.

     (d)  Inktomi will use  commercially  reasonable  effort to inform  Customer
          Technical Support Personnel of Fixes.

 4.    Support levels.

     (a)  Customer will provide  technical support to end users of the Sites who
          email or otherwise  contact Customer directly with questions about the
          Sites.  Customer will use its commercially  reasonable  efforts to Fix
          any Problems without escalation to Inktomi.

     (b)  Inktomi  will  provide  the  following  technical  support  solely  to
          Customer Technical Support Personnel:
<TABLE>

<S>                       <C>                 <C>                        <C>
Receipt of email          Type of email        Target response           Target Fix Time and Reporting
request                   request              Time from email
                                               receipt

------------------------- -------------------- ------------------------  -----------------------------------------------
During business           Problem              Within one                Commercially reasonable best efforts
hours or other                                 business day              with weekly status reports to Customer
times

------------------------- -------------------- ------------------------  -----------------------------------------------
During the hours          Severe               Within two hours          Commercially reasonable best efforts
between  6:00 a.m.        Problem                                        with daily status reports to Customer
and 9:00 p.m.
Pacific time

------------------------- -------------------- ------------------------  -----------------------------------------------
During other times        Severe               Within four hours         Commercially reasonable best efforts
                          Problem                                        with daily status reports to Customer
------------------------- -------------------- ------------------------  -----------------------------------------------
During business           Enhancement          Within five               At Inktomi's discretion
hours or other            Requests             business days
times

------------------------- -------------------- ------------------------  -----------------------------------------------
</TABLE>


     (c)  In the event  Inktomi  does not respond to Customer  within the target
          response  time from email  receipt set forth above,  then Customer may
          contact the following Inktomi executive escalation personnel in order:

     Steve Crusenberry             -        Search Engine Technical Operations
     Troy Toman                    -        Director of Partner Services
     Dick Pierce                   -        COO
     Dave Peterschmidt             -        CEO



<PAGE>



                                  ATTACHMENT B
                                       TO
                                   EXHIBIT A-3

                           GENERAL DIRECTORY SERVICES

Open Directory License

The Open Directory is a compilation of many  different  editors'  contributions.
Netscape  Communications  Corporation  (`Netscape')  owns the  copyright  to the
compilation  of the  different  contributions,  and  makes  the  Open  Directory
available  to you  to use  under  the  following  license  agreement  terms  and
conditions  (`Open  Directory  License').  For  purposes of this Open  Directory
License, `Open Directory' means only the Open Directory Project currently hosted
at  http://dmoz.org  (or at another site as may be designated by Netscape in the
future),  and does not  include  any  other  versions  of  directories,  even if
referred to as an `Open  Directory,' that may be hosted by Netscape on other web
pages (e.g., Netscape Netcenter).

1. Basic License.  Netscape grants you a non-exclusive,  royalty-free license to
use,  reproduce,  modify and create  derivative  works from,  and distribute and
publish the Open Directory and your derivative works thereof,  subject to all of
the terms and  conditions  of this Open  Directory  License.  You may  authorize
others to exercise the foregoing rights;  provided,  however, that you must have
an  agreement  with  your  sublicensees  that  passes  on the  requirements  and
obligations  of Sections 2 and 4 below and which must  include a  limitation  of
liability  provision no less protective of Netscape than Section 6 below. Due to
the nature of the content of the Open Directory, many third parties' trade names
and  trademarks  will be  identified  within the  content of the Open  Directory
(e.g., as part of URLs and description of link).  Except for the limited license
to use the  Netscape  attribution  in Section 2 below,  nothing  herein shall be
deemed to grant you any license to use any Netscape or third party  trademark or
tradename.

2.  Attribution  Requirement.  As a material  condition  of this Open  Directory
License, you must provide the below applicable attribution statements on (1) all
copies of the Open Directory,  in whole or in part, and derivative works thereof
which are either  distributed  (internally  or  otherwise)  or  published  (made
available on the Internet and/or  internally over any internal  network/intranet
or otherwise),  whether  distributed or published  electronically,  on hard copy
media or by any other  means,  and (2) on any  program/web  page from  which you
directly link to/access any information contained within the Open Directory,  in
whole or in part, or any derivative work thereof:

          (a) If the Open Directory in whole or in part, or any derivative  work
     thereof,  is made  available via the Internet or internal  network/intranet
     and/or information contained therein is directly accessed or linked via the
     Internet or internal  network/intranet  then you must  provide the Netscape
     attribution   statement   as   described   in  the   page(s)   at  the  URL
     http://dmoz.org/become_an_editor.

          (b) If the Open Directory in whole or in part, or any derivative  work
     thereof, is made available on any hard copy media (e.g., CD-ROM, diskette),
     you must place on the packaging a notice providing Netscape  attribution as
     described  in the page(s) at the URL  http://dmoz.org/become_an_editor.  If
     there is no `packaging',  the previous  attribution notice should be placed
     conspicuously  such that it would be reasonably  viewed by the recipient of
     the Open Directory.

          (c) If you are using or  distributing  the Open  Directory in modified
     form (i.e.,  with  additions  or  deletions),  you must include a statement
     indicating  you have made  modifications  to it. Such  statement  should be
     placed with the  attribution  notices  required  by Sections  2(a) and 2(b)
     above.  Netscape grants you the non-exclusive,  royalty-free license to use
     the above identified Netscape attribution statements solely for the purpose
     of the above attribution requirements, and such use must be




<PAGE>


     in accordance  with the usage  guidelines that may be published by Netscape
     from time to time as part of the above URLs.

3. Right To Identify Licensee. You agree that Netscape has the right to publicly
identify you as a user/licensee of the Open Directory.

4.  Errors  and  Changes.  From time to time  Netscape  may elect to post on the
page(s) at the URL http://dmoz.org/become_an_editor  certain specific changes to
the Open Directory and/or above attribution statements,  which changes may be to
correct  errors  and/or  remove  content  alleged to be  improperly  in the Open
Directory.  So  long  as you  are  exercising  the  license  to  Open  Directory
hereunder, you agree to use commercially reasonable efforts to check the page(s)
at the  URL  http://dmoz.org/become_an_editor  from  time  to  time,  and to use
commercially  reasonable  efforts  to make the  changes/corrections/deletion  of
content  from  the  Open  Directory  and/or  attribution  statements  as  may be
indicated at such URL. Any changes to the Open  Directory  content posted at the
page(s) at the URL http://dmoz.org/become_an_editor are part of Open Directory.

5. No Warranty/Use At Your Risk. THE OPEN DIRECTORY AND ANY NETSCAPE  TRADEMARKS
AND LOGOS CONTAINED WITH THE REQUIRED ATTRIBUTION  STATEMENTS ARE MADE AVAILABLE
UNDER THIS OPEN DIRECTORY LICENSE AT NO CHARGE. ACCORDINGLY,  THE OPEN DIRECTORY
AND THE NETSCAPE  TRADEMARKS AND LOGOS ARE PROVIDED `AS IS,' WITHOUT WARRANTY OF
ANY  KIND,   INCLUDING   WITHOUT   LIMITATION  THE  WARRANTIES   THAT  THEY  ARE
MERCHANTABLE,  FIT FOR A PARTICULAR  PURPOSE OR  NON-INFRINGING.  YOU ARE SOLELY
RESPONSIBLE  FOR  YOUR  USE,   DISTRIBUTION,   MODIFICATION,   REPRODUCTION  AND
PUBLICATION OF THE OPEN  DIRECTORY AND ANY  DERIVATIVE  WORKS THEREOF BY YOU AND
ANY OF YOUR SUBLICENSEES  (COLLECTIVELY,  `YOUR OPEN DIRECTORY USE'). THE ENTIRE
RISK AS TO YOUR OPEN  DIRECTORY  USE IS BORNE BY YOU. YOU AGREE TO INDEMNIFY AND
HOLD NETSCAPE,  ITS SUBSIDIARIES AND AFFILIATES HARMLESS FROM ANY CLAIMS ARISING
FROM OR RELATING TO YOUR OPEN DIRECTORY USE.

6.  Limitation of Liability.  IN NO EVENT SHALL  NETSCAPE,  ITS  SUBSIDIARIES OR
AFFILIATES,  OR THE OPEN  DIRECTORY  CONTRIBUTING  EDITORS,  BE  LIABLE  FOR ANY
INDIRECT,  SPECIAL,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES,  INCLUDING,  WITHOUT
LIMITATION, DAMAGES FOR LOSS OF GOODWILL OR ANY AND ALL OTHER COMMERCIAL DAMAGES
OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF WHETHER
ANY CLAIM IS BASED UPON ANY CONTRACT,  TORT OR OTHER LEGAL OR EQUITABLE  THEORY,
RELATING OR ARISING FROM THE OPEN  DIRECTORY,  YOUR OPEN  DIRECTORY  USE OR THIS
OPEN DIRECTORY LICENSE AGREEMENT.

7. California  Law. This Open Directory  License will be governed by the laws of
the State of California, excluding its conflict of laws provisions. Rev01-13-99



<PAGE>