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
      10.19


    Google
      Services Agreement

     

     

    This
      Google Services Agreement (“GSA”) is entered into by and between Google Inc.
      (“Google”) and GuruNet Corporation, a corporation formed under the laws of
      Delaware (“Customer”). This GSA shall be effective as of the GSA Effective Date
      Set forth in the signature block below. Each Order Form (as defined below)
      shall
      be governed by this GSA and shall become effective on the data stated in such
      Order Form (“Order Form Effective Date”). This GSA and the corresponding
      individual Order Form into which this GSA is incorporated together constitute
      the “Agreement”.

    


    1
      DEFINED
      TERMS.
      The
      following capitalized terms shall have the meanings set forth below. Capitalized
      terms used but not defined in this GSA, shall have the meanings stated in the
      Order Form.

    


    1.1
“Ads”
      or “Advertising Results” means advertisements served by Google under the
      Agreement.

    


    1.2
“Beta
      Features” are those features of the Services which are identified by Google as
      beta or unsupported in Google’s then current technical
      documentation.

    


    1.3
      “Brand Features” means the trade names, trademarks, service marks, logos, domain
      names, and other distinctive brand features of each party, respectively, as
      secured by such party from time to time.

    


    1.4
      “Customer Client Application” means the Client Application(s), if any, approved
      for purposes of accessing one or more of the Services as provided in the Order
      Form.

    


    1.5
      “Customer Content” means any editorial, text, graphic, audiovisual, and other
      content that is serviced to End Users of the Site(s) or Customer Client
      Application (s) and that it not provided by Google.

    


    1.6
      “Destination Page” means any Web page which may be accessed by clicking on any
      portion of an Advertising Result and/or Search Result.

    


    1.7
“End
      Users” of a particular Site or Customer Client Application means individual,
      human end users who visit or use the applicable Site or Customer Client
      Application.

    


    1.8
      “Google Protocol” means Google’s then current protocol for accessing and
      implementing the Services.

    


    1.9
      “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 right laws, and any an all other proprietary rights, as
      well
      as any and all application, renewals, extensions, restorations and
      re-instatements thereof, now or hereafter in force and effect
      worldwide.

    


    1.10
      “Order Form” means the individual Google Services Agreement Order Form executed
      by both Customer and Google and into which this GSA has been incorporated by
      references as provided therein. Each Order Form (as it may be amended from
      time
      to time) into which this GSA may be incorporated will be considered a separate
      agreement from any other Order Form. Accordingly, for purposes of interpretation
      of any specific order form, “Order Form” shall refer only to that Order Form
      into which this GSA has been incorporated and which is the subject of
      interpretation, and not to be any other order form into which this GSA may
      otherwise be incorporated (unless and then only to the extent the parties have
      expressly provided otherwise).

    


    1.11
      “Results Page” means a Web page on which Google Search and/or Advertising
      Results are displayed.

    


    1.12
      “Search Results” means search results served by Google under the
      Agreement.

    


    1.13
      “Services” means the services ordered by Customer and to be provided by Google
      pursuant to the Order Form.

    


    2
      SERVICES.

    


    2.1
      Services.
      Subject
      to the terms and conditions of this Agreement, Google will provide Customer,
      and
      Customer will procure from Google, the Services for the fees set forth in the
      Order Form executed by Customer and Google. This GSA may be incorporated into
      more than one Order Form, provided that each such Order Form (together with
      all
      documents incorporated therein) shall be considered a separate agreement from
      any other Order Form. In the event of any conflict between the provisions of
      the
      Order Form and the provisions of this GSA, the provisions of the Order Form
      shall control.

    


    2.2
      Beta
      or Unsupported Features.
      Certain
      Services may include Beta Features, Customer understands and agrees that Beat
      Features are provided “as is” and any use thereof shall be undertaken solely at
      Customer’s own risk. Google reserves the right, in its sole discretion, to
      include or cease providing Beta Features as part of any Services at any
      time.

    


    3
      CUSTOMER
      OBLIGATIONS.

    


    3.1
      Prohibited
      Actions.
      Customer shall not, and shall not allow any third party to:

    


    (a)
      edit,
      modify, truncate, filter or change the order of the information contained in
      any
      Search Results and/or Advertising Results (either individually or collectively),
      including, without limitation, by way of commingling Search Results an/or
      Advertising Results with non-Google provided search results or
      advertising;

    (b)
      frame
      any Results Page or Destination Page;

    (c)
      redirect an End User away from the Destination Page, provide a version of the
      Destination Page different from the page an End User would access by going
      directly to the Destination Page, intersperse any content between an Advertising
      Result or Search Result and the corresponding Destination Page or implement
      any
      click tracking or other monitoring of Advertising Results or Search
      Results;

    (d)
      display any Search Results and/or Advertising Results in pop-up, pop-under,
      exit
      windows, expanding buttons, or animation;

    (e)
      display any Search Results and/or Advertising Results to any third parties
      other
      than End Users;

    
       

      
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    (f)
      minimize, remove or otherwise inhibit the full and complete display of any
      Results Page (including any Search Results and/or Advertising Results), and
      the
      corresponding Destination Page;

    (g)
      produce or distribute any software, or permit any of its software to be
      distributed with software, that prevents the display of ads provided by Google
      (such as by way of blocking or replacing ads);

    (h)
      directly or indirectly access, launch and/or activate the Services through
      or
      from, or otherwise incorporate the Services in, any software application, Web
      site or other means other than the Site(s), and then only to the extent
      expressly permitted herein;

    (i)
      transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding,
      timesharing, service bureau or other unauthorized purposes any Services or
      access thereto (including, but not limited to Search Results and/or Advertising
      Results, or any part, copy or derivative thereof);

    (j)
      enter
      into any arrangement or agreement under which any third party pays Customer
      fees, Customer pays any third party fees, or either shares in any revenue
      payments and/or royalties for any Search Results and/or Advertising
      Results.

    (k)
      directly or indirectly generate queries, or impressions of or clicks on Search
      or Advertising Results, through any automated, descriptive, fraudulent or other
      invalid means (including, but not limited to, click spam, robots, macro
      programs, and Internet agents); or

    (l)
      encourage or require End Users or any other persons, either with or without
      their knowledge, to click on Advertising Results through offering incentives
      or
      any other methods that are manipulative, deceptive, malicious or fraudulent
      (each of the foregoing in subsections (k) and (l) a “Fraudulent
      Act”).

    (m)
      modify, adapt, translate, prepare derivative works from, decompile, reverse
      engineer, disassemble or otherwise attempt to source code from any Services,
      the
      Google Protocol, or any other Google technology, content, date, routines,
      software, materials, and documentation;

    (n)
      remove, deface, obscure, or alter Google’s copyright notice, trademarks or other
      proprietary rights notices affixed to or Provided as a part of any
      Services, the Google Protocol, or any other Google technology, software,
      materials and documentation;

    (o)
      “crawl”, “spider”, index or in any non-transitory manner stores or cache
      information obtained by Services (including, but not limited to, Search Results
      and/or Advertising Results, or any part, copy or derivative
      thereof);

    (p)
      create or attempt to create a substitute or similar services or product through
      use of or access to any of the Services or proprietary information related
      thereto ; or 

    (q)
      engage in any action or practice that reflects poorly on Google or otherwise
      disparages or devalues Google’s reputation or goodwill.

    


    Further,
      no Site or Customer Client Application shall contain any pornographic,
      hate-related or violent content or contain any other material, products or
      services that violate or encourage conduct that would violate any criminal
      laws,
      any other applicable laws, or any third party rights.

    


    3.2
      Implementation.
      Customer shall ensure that there is no use of or access to any Services through
      Customer’s properties which are not in compliance with the terms of the
      Agreement or not otherwise approved by Google, and Customer shall monitor and
      disable any such access or use by unauthorized parties (including, but not
      limited to, spammers or any third party sites). Furthermore, at all times during
      the Services Term, Google reserves final approval authority with respect to
      the
      means used by Customer to deploy the Services, and in the event Google
      disapproves of such deployment, Google shall have the right, upon, written
      notice to Customer, to suspend any continued use of the applicable services
      until such time Customer implements adequate corrective modifications as
      reasonably required and determined by Google. Google may send uncompensated
      test
      queries to the Site(s) or Customer Client Application(s) at any time to verify
      Customer’s compliance with the requirements of this Agreement.

    


    4.
      Ownership
      License Grants.

    


    4.1
      Google
      Rights.
      Google
      shall own all right, title and interest, including without limitation all
      intellectual Property Rights (as defined below), relating to the Services (and
      any derivative works or enhancements thereof), including but not limited to,
      all
      software, technology, information, content, materials, guidelines,
      documentation, and the Google Protocol. Customer shall not acquire any right,
      title or interest therein, except for the limited use rights expressly set
      forth
      in the Agreement. Any rights not expressly granted herein are deemed
      withheld.

    


    4.2
      Customer
      Rights.
      Customers, its licensors, or other applicable third party providers own all
      intellectual Property Rights in and to the Customer Content. Google shall not
      acquire any right, title or interest in or to such Customer Content, except,
      as
      expressly provided herein. Any rights not expressly granted herein are deemed
      withheld.

    


    4.3
      Brand
      Features: License Grant.

    


    4.3.1
      Brand
      Features.
      Each
      party shall own all right, title and interest, including without limitation
      all
      intellectual Property Rights, relating to its Brand Features. Some, but not
      all
      examples of Google Brand Features are located at http://www.google.com/permissions/trademarks.html
      (or such
      other URLs Google may provide from time to time). Except to the limited extent
      expressly provided in this Agreement, neither party grants, and the other party
      shall not acquire, any right, title or interest (including, without limitations,
      any implied license) in or to any Brand Features of the first party; and all
      rights not expressly granted herein are deemed withheld. All use by Google
      of
      Customer Brand Features (including any goodwill associated therewith) shall
      inure to the benefit of Google. No party shall challenge or assist others to
      challenge the Brand Features of the other party (except to protect such party’s
      rights with respect to its own Brand Features) or the registration thereof
      by
      the other party, nor shall either party attempt to register any Brand Features
      or domain names that are confusingly similar to those of the other
      party.

    


    4.3.2
      License
      to Google Brand Features.
      Subject
      to the terms and conditions of this Agreement, Google grants to Customer a
      limited, nonexclusive and nonsublicensable license during the Services Term
      to
      display those Google Brand Features expressly authorized for use in this
      Agreement, solely for the purposes expressly set forth herein. Notwithstanding
      anything to the contrary, Google may revoke the license granted herein to use
      Google’s Brand Features upon providing Customer with written notice thereof and
      a reasonable period of time to access such usage. Furthermore, in its use of
      any
      Google Brand Features, Customer agrees to adhere to Google’s then current Brand
      Features use guidelines, and any content contained or reference therein, which
      maybe be found at the following URL: http://www.google.com/permissions/guidelines.html
      (or such
      other URL Google may provide from time to time.)

    


    4.3.3
      License
      to Customer Brand Features.
      Subject
      to the terms and conditions of this Agreement, Customer grants to Google a
      limited, nonexclusive and nonsublicensable license during the Services Term
      to
      display those Customer Brand Features expressly authorized for use in this
      Agreement, solely for the purposes expressly set forth herein. Notwithstanding
      anything to the contrary, Customer may revoke the license granted herein to
      use
      Customer’s Brand Features upon providing Google with written notice thereof and
      a reasonable period of time to cease such usage.

    
      
         

        
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    5.
      Payment

    


    5.1
      Fees.
      The
      fees and payment terms for the Services shall be set forth in the applicable
      Order Form.

    


    5.2
      Taxes
      and Other Charges.
      All
      payments under the Agreement are exclusive of taxes imposed by any governmental
      entity. Customer shall pay any applicable taxes, including sales, use personal
      property, value-added, exercise, customs fees, import duties or stamp duties
      or
      other taxes and duties imposed by governmental entities or whatever kind and
      imposed with respect to the transactions for services provided under the
      Agreement, including penalties and interest, but specifically excluding taxes
      based upon Google’s net income. When Google has the legal obligation to collect
      any applicable taxes, the appropriate amount shall be invoiced to and paid
      by
      Customer “net thirty (30) days” from the date of invoice or other notification.
      Customer shall promptly provide Google with such documentation as may be
      required by the applicable governmental entity in order for Google to process
      payments hereunder (including, without limitation, a valid certification of
      Customer’s exemption from obligation to pay taxes as authorized by the
      appropriate governmental entity), and Google may withhold any payments required
      to be made hereunder until Customer has provided such documentation. Customer
      shall promptly provide Google with original or certified copies of all tax
      payments or other sufficient evidence of tax payments at the time such payments
      are made by Customer pursuant to the Agreement.

    


    6.
      Representations,
      Warranties and Disclaimers.
      Each
      party represents and warrants that it has full power and authority to enter
      into
      the Agreement. Customer represents and warrants that: (a) Customer owns and
      controls one hundred percent (100%) of the Site(s) and Customer Client
      Application(s) and otherwise has and will maintain throughout the Services
      Term
      all rights, authorizations and licenses that are required with respect to the
      Site(s) and Customer Application(s) to permit Google to perform the Services
      contemplated under this Agreement; (b) the execution and delivery of this
      Agreement, and the performance by Customer of its obligations hereunder, will
      not constitute a breach or default of or otherwise violate any agreement to
      which such party, or any of its affiliates are a party or violate any rights
      of
      any third parties arising therefrom; (c) Customer shall use information provided
      by Google (including, but not limited to, Search Results and/or Advertising
      Results) in a manner that complies with applicable laws; and (d) Customer has
      and will maintain all rights as shall be required to send the information it
      provides to Google pursuant to this Agreement. Google does not warrant that
      the
      Services will meet all of the Customer’s requirements or that performances of
      the Services will be uninterrupted, virus free, secure or error-free. Except
      as
      expressly provided for herein, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY
      KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
      LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND
      NONINFRINGEMENT.

    


    7.
      Indemnification.

    


    7.1
      Google
      Indemnity.
      Google
      will defend, or at its option settle, any third party lawsuit or proceeding
      brought against Customer based upon or otherwise arising out of a claim that
      Google’s technology used to provide the Services or any Google Brand Feature
      infringe(s) or misappropriate(s) any copyright, trade secret or trademark of
      such third party. Notwithstanding the foregoing, in no event shall Google have
      any obligations or liability under this Section arising from: (i) use of any
      Beta Features, the News Search Services or Image Search Services, (ii) use
      of
      any Services or Google Brand Features in a modified form or in combination
      with
      materials not furnished by Google, (iii) any content, information or data
      provided by Customer, End Users or any other third parties, and (iv) any Search
      Results or Advertising Results or third party Web sites or content to which
      such
      Search Results or Advertising Results may link. Google, in its sole and
      reasonable discretion, reserves the right to terminate Customer’s continued use
      of any Services or Google Brand Features which are alleged or believed by Google
      to infringe.

    


    7.2
      Customer
      Indemnity.
      Customer will defend, or at its option settle, any third party lawsuit or
      proceeding brought against Google based upon or otherwise arising out of :
      (a)
      Customer Content, the Site(s), Customer Client Application(s) and/or Customer
      Brand Features; (b) Customer’s use of the News Search Services or the Image
      Search Services; (c) Customer’s use of the Services in any manner inconsistent
      with or in breach of the Agreement; and/or (d) any claim alleging facts that
      would constitute a breach of Customer’s representations and warranties made in
      subsection (b) of the second sentence of Section 6.

    


    7.3
      General.
      Indemnification provided under Sections 7.1 and 7.2 shall be limited to (a)
      payment by the indemnifying party (“Indemnitor”) of all damages and costs
      finally awarded for such claim, or (b) settlement costs approved in writing
      by
      the Indemnitor. The foregoing obligations shall exist only if the party seeking
      indemnification (“Indemnitee”); (i) promptly notifies the indemnitor of such
      claim, (ii) provides the indemnitor with reasonable information, assistance
      and
      cooperation in defending the lawsuit or proceeding, and (iii) gives the
      indemnitor full control and sole authority over the defense and settlement
      of
      such claim. The indemnitee may join in defense with counsel if its choice at
      its
      own expense. The Indemnitor shall only reimburse for expenses incurred by the
      Indemnitee with the Indemnitor’s prior written approval. SECTION 7 STATES THE
      PARTIES’ ENTIRE LIABILITY AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF A
      THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS AS SET FORTH ABOVE.

    


    8.
      Limitation
      of Liability.

    


    8.1
      Limitation.
      SUBJECT
      TO SECTION 8.2, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL,
      INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT
      LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF
      PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY
      OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS
      LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY
      WAS
      OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND
      NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED
      HEREIN. SUBJECT TO SECTION 8.2, IN NO EVENT SHALL GOOGLE’S LIABILITY FOR ANY
      CLAIM ARISING OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH GOOGLE’S LIABILITY FOR
      ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED THE NET AMOUNT GOOGLE
      HAS
      ACTUALLY RECEIVED AND RETAINED (AFTER ACCOUNTING FOR ALL DEDUCTIONS, PAYMENTS
      TO
      CUSTOMER AND OTHER OFFSETS PROVIDED FOR UNDER THE AGREEMENT) DURING THE SIX
      (6)
      MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ARISES.

    
      
         

        
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    8.2
      Exclusions
      from Limitations.
      Unless
      and then only to the extent this Agreement expressly states otherwise, nothing
      in this Agreement shall exclude or limit either party’s liability for: (a)
      breaches of the exclusivity obligations contained in this Agreement; (b)
      breaches of any confidentiality obligations contained in this Agreement; (c)
      infringement or misappropriation of the other party’s Intellectual Property
      Rights or Customer’s breach of any license granted in this Agreement to use the
      applicable Google Data Protocol(s); or (d) any amounts payable to third parties
      pursuant to the parties’ indemnification obligations hereunder.

    


    8.3
      Allocation
      of Risk.
      The
      parties agree that (i) the mutual agreements made in this Section 8 reflect
      a
      reasonable allocation of risk, and (ii) that each party would not enter into
      the
      Agreement without these limitations on liability.

    


    9
      Confidentiality;
      PR.

    


    9.1
      Confidentiality.
      Disclosure of confidential and/or proprietary information disclosed hereunder,
      including the existence and content of the Agreement and any information
      provided pursuant to the Agreement, shall be governed by the confidentiality
      provisions of the Google Standard Mutual Non-Disclosure Agreement, which has
      been executed by the parties prior to or concurrently with this GSA, as of
      the
      date provided in the Order Form (the “NDA”). The confidentiality provisions of
      the NDA are hereby incorporated by reference into this GSA. 

    


    9.2
      PR.
      Neither
      party will issue any public announcement regarding the existence or content
      of
      this Agreement without the other party’s prior written approval. Notwithstanding
      the foregoing, Google may include Customer’s Brand Features in Presentations,
      marketing materials, and customer lists (which includes, without limitation,
      customer lists posted on Google’s web sites and screen shots of Customer’s
      Implementation of the Services). Upon Customer’s request, Google will furnish
      Customer with a sample of such usage.

    


    10
      Term
      and Termination

    


    10.1
      Term.
      The
      term of an Order Form under which Services may be used by Customer shall
      commence on the applicable Order Form Effective Date (except as otherwise
      specified in such Order Form) and shall continue for the period of time set
      forth on such Order Form for the applicable Services (“Services Term”), unless
      earlier terminated as provided herein or therein.

    


    10.2
      Termination.
      

    


    10.2.1
      General.
      Either
      party may suspend performance and/or terminate this Agreement, in whole or
      in
      part: (i) if the other party materially breaches any material term or condition
      of this Agreement and fails to cure such breach within thirty (30) days after
      receiving written notice thereof; or (ii) if the other party becomes insolvent
      of 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 sixty (60) days of
      such
      filing, or has a trustee, administrator or receiver appointed for its business
      or assets or any part thereof.

    


    10.2.2
      Google
      Termination Rights.
      Google
      may terminate this Agreement, or the provision of any Service hereunder,
      immediately upon written notice: (i) if Customer breaches Section 3.1
      (Prohibited Actions) of this GSA, Section 4.3 (License Grants; Brand Features)
      of this GSA or, Section 9.1 (Confidentiality) of this GSA or the exclusivity
      provisions contained in the Order Form; (ii) if Customer is in material breach
      of this Agreement more than two (2) times notwithstanding any cure of such
      breaches; (iii) if Google reasonably determines that it is commercially
      impractical to continue providing the Services in light of applicable laws;
      or
      (iv) as otherwise provided in the Order Form.

    


    10.2.3
      Suspension
      and Termination in the Event of an Injunction.
      Google
      may suspend performance under this Agreement in whole or in part with immediate
      effect if, as a result of a claim alleging facts that would constitute a breach
      of Customer’s representations and warranties made in subsections (b) and (c) of
      the second sentence of Section 6, Google is obliged by final or temporary court
      order or magisterial decision to temporarily or permanently refrain from
      continuing to perform its obligations under this Agreement. Google’s rights
      under this provision shall become effective on the date of the court order
      or
      magisterial decision or on the date of the service of the order irrespective
      of
      the possibility of appeal. If any suspension under this paragraph continues
      for
      more than six (6) months, Google may terminate this Agreement in whole or in
      part with immediate effect.

    


    10.3
      Rights
      upon Termination.
      Upon
      the expiration or termination of the Agreement for any reason: (i) all rights
      and licenses granted by Google shall cease immediately; (ii) each party shall
      promptly return to the other party, or destroy and certify the destruction
      of,
      all Confidential Information of the other party; and (iii) Customer’s rights to
      use any Google Brand Features, as permitted under the Agreement, shall cease
      immediately.

    


    10.4
      Effect
      of Termination of an Order Form.
      The
      termination or expiration of an Individual Order Form or this Agreement shall
      not have the effect of terminating any other Individual Order Form or this
      GSA
      with respect to such other Individual Order Form, unless expressly agreed to
      by
      the parties in writing. Either party may terminate this GSA upon thirty (30)
      days’ prior written notice to the other, provided that in no event may this GSA
      be terminated with respect to any Order Form that remains
      outstanding.

    
      
         

        
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    10.5
      Non-exclusive
      Remedy.
      Termination or expiration of this Agreement, in part or in whole, shall not
      limit either party from pursuing other remedies available to it, nor shall
      either party be relieved of its obligation to pay all fees that are due and
      owing under this Agreement through the effective date of termination. Neither
      party shall be liable to the other for any damages resulting solely from
      termination as permitted herein.

    


    11.
      Miscellaneous

    


    11.1
      Compliance
      with Laws.
      Each
      party shall comply with all laws, rules and regulations, if any, applicable
      to
      it in connection with the performance of its obligations under the
      Agreement.

    


    11.2
      Notices.
      All
      notices shall be in English and in writing and (a) if sent to Customer to the
      address identified on the Order Form and (b) If sent to Google to such address
      as provided at: www.google.com/corporate/address.html
      or as
      otherwise provided in writing for such notice purposes; provided, however,
      that
      all invoices and payments shall be sent to the attention of Google Finance,
      all
      legal notices shall be sent to the attention of the Google Legal Department,
      and
      all other correspondence shall be sent to the attention of the account manager
      specified by Google. Notice shall be deemed given (1) upon receipt when
      delivered personally, (II) upon written verification of receipt from overnight
      courier, (III) upon verification of receipt of registered or certified mail
      or
      (IV) upon verification of receipt via facsimile, provided that such notice
      is
      also sent simultaneously via first class mail.

    


    11.3
      Assignment.
      Customer
      shall not assign or otherwise transfer its rights or delegate its obligations
      under the Agreement, in whole or in part, without the prior written consent
      of
      Google; and any attempt to do so will be null and void. For purposes of this
      sentence, an assignment will be deemed to include any transaction in which
      another party or parties acquire the direct or indirect power to direct the
      management and policies of a party or its assets, whether by way of merger,
      consolidation, change of control, sale of all or substantially all of a party’s
      securities or assets, contract, management agreement or otherwise.

    


    11.4
      Consultations.
      Before a
      party initiates legal action against the other arising from the Agreement
      (except to seek injunctive or equitable relief or to otherwise protect its
      intellectual Property Rights), the matter in controversy will first be referred
      to an officer of each party, who shall make good faith and reasonable efforts
      to
      resolve the matter within four (4) weeks of the date of referral.

    


    11.5
      Governing
      Law.
      The laws
      of California, excluding California’s choice of law rules, and applicable
      federal U.S. laws shall govern the Agreement. Each party agrees to submit to
      the
      personal and exclusive jurisdiction of the courts located in Santa Clara County,
      California. The parties specially exclude from application to the Agreement
      the
      United Nations Convention of Contracts for the International Sale of Goods
      and
      the Uniform Computer Information Transactions Act.

    


    11.6
      Equitable
      Relief.
      Either
      party may seek equitable relief, including temporary restraining orders or
      injunctions, in addition to all other remedies, for breach or threatened breach
      of Customer’s exclusitivity obligations contained in this Agreement, either
      party’s license grant set forth in this Agreement, or either party’s obligations
      contained in Sections 4 (Ownership; License Grant) or Section 9.1
      (Confidentiality) of this GSA.

    


    11.7
      Entire
      Agreement.
      The
      Agreement supersedes any other prior or collateral agreements, whether oral
      or
      written, with respect to the subject matter hereof. This GSA and related Order
      Form(s) (Including any exhibits thereto), and any terms located at Google URLs
      referenced pursuant to the Agreement (which are all incorporated herein by
      reference), constitute the entire agreement with respect to the subject matter
      hereof, and any terms contained in any related purchase order(s) or other
      documents pertaining to the subject matter of the Agreement shall be null and
      void.

    


    11.8
      Amendments.
      Any
      amendments or modifications to the Agreement must (I) be in writing; (II) refer
      to the Agreement; and (III) be executed by an authorized representative of
      each
      party. Any changes to the Agreement not approved in writing by the Google Legal
      Department shall not be binding on Google.

    


    11.9
      No
      Waiver.
      The
      failure to require performance of any provision shall not affect a party’s right
      to require performance at any time thereafter; nor shall waiver of a breach
      of
      any provision constitute a waiver of the provision itself.

    


    11.10
      Severability.
      If any
      provision is adjudged by a court of competent jurisdiction to be unenforceable,
      invalid or otherwise contrary to law, such provision shall be interpreted so
      as
      to best accomplish its intended objectives and the remaining provisions shall
      remain in full force and effect.

    


    11.11
      Survival.
      The
      following sections of this GSA will survive any expiration or termination of
      this Agreement: 4.1, 4.2, 4.3.1 (except for the last sentence thereof), 5.2,
      6,
      7, 8, 9 (including the NDA), 10.3, 10.4, 10.5 and 11.

    


    11.12
      Independent
      Contractors.
      The
      parties hereto are and shall remain independent contractors and nothing herein
      shall be deemed to create any agency, partnership, or joint venture relationship
      between the parties. Neither party shall be deemed to be an employee or legal
      representative of the other nor shall either party have any right or authority
      to create any obligation on behalf of the other party.

    


    11.13
      No
      Third Party Beneficiaries.
      The
      Agreement is not intended to benefit, nor shall it be deemed to give rise to,
      any rights in any third party.

    


    11.14
      Force
      Majeure: Transmissions.
      Neither
      party shall be liable for failing or delaying performance of its obligations
      (except for the payment of money) resulting from any condition beyond its
      reasonable control, including but not limited to, governmental action, acts
      of
      terrorism, earthquake, fire, flood or other acts of God, labor conditions,
      power
      failure, and Internet disturbances. Google will not be responsible for receiving
      data, queries or requests directly from End Users or any other third party,
      for
      transmission of data between Customer’s (or any End User’s) and Google’s network
      interface, or for displaying any applicable Results Set(s) to End
      Users.

    


    11.15
      Successors;
      Counterparts; Drafting; General.
      This
      Agreement (a) shall be binding on and inure to
      the
      benefit of each of the parties and their respective successor and assigns;
      (b)
      may be executed in counterparts, including facsimile counterparts, each of
      which
      will be deemed an original and all of which when taken together will constitute
      one and the same instrument; and (c) shall be construed as if both parties
      jointly wrote it. In the event of conflict between the terms of this GSA and
      the
      terms of the Order Form, the Order Form shall govern with respect to such
      conflict.

    
      
         

        
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                  Confidential 	
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    IN
      WITNESS WHEROF, the parties have executed this GSA by persons duly authorized
      as
      of the “GSA Effective Date”, which shall be the date written by Google
      below.

    


    
      	
              Google:
                GOOGLE INC, 

            	
              Customer:
                GuruNet Corporation

            
	 	 
	
              By:
                /s/ Joan Braddi

            	
              By:
                /s/ Robert S. Rosenschein

            
	
              Print
                Name: Joan Braddi

            	
              Print
                Name: Robert S. Rosenschein

            
	
              Title:
                VP Search Services

            	
              Title:
                CEO

            
	
              Date:
                Jan 28, 2005

            	
              Date:
                Jan 27, 2005

            


    

    


    


    


    
      
         

        
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                    GSA 1104

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
        

      

    

    
      	
              Google
                [Logo]

            	
              Google
                Inc. 

              1600
                Amphitheatre Parkway

              Mountain
                View, CA 94043

              Tel:
                (650) 623-4000

              Fax:(650)
                618-2678 

            	
              Google
                Services Agreement

              ORDER
                FORM

            	
              Google
                SPD Rep: Herman

              Google
                SPD Director:
                Kapoor

              Google
                Sales Engineer: Stephens

              Google
                Legal Contact: Lee

            


    

    
      	 


    

    
      	
              CUSTOMER
                (FULL LEGAL NAME): GuruNet Corporation

            	
              GSA
                Effective Date: 1/28/05

            	
              NDA
                Effective Date: 10/12/04 

            
	 	
              Corporate
                Contact Information:

            	
              Billing
                Contact Information:

            	
              Legal
                Notices to:

            
	
              Attention: 
                

            	
              Gil
                Reich

            	
              Steve
                Steinberg

            	
              Steve
                Steinberg

            
	
              Title: 
                

            	
              Director,
                Product Management

            	
              CFO

            	
              CFO

            
	
              Address,
                City, State,  

              Postal
                Code, Country:  

            	
              GuruNet,
                POB 48253, Jerusalem Tech. Park, Bldg. 98 Jerusalem,
                Israel

            	
              441
                Route 306, Wesley Hills, NY, 10952-1233, USA

            	
              441
                Route 306, Wesley Hills, NY, 10952-1233, USA

            
	
              Phone: 
                

            	
              +972-2-649-5133
                

            	
              (845)818-3988

            	
              (845)818-3988

            
	
              Fax: 
                

            	
              +972-2-649-5001

            	
              (845)818-3974

            	
              (845)818-3974

            
	
              Email: 
                

            	
              gil@gurunet.com
                

            	
              steves@gurunet.com

            	
              steves@gurunet.com

            
	
              Technical
                Contact:   

            	
              Name:
                Jeff Schneiderman

            	
              Email:
                jeff@gurunet.com

            	
              Tel:
                (866)531-1843

            
	
              Customer
                Wire Transfer Info (if applicable): 

            	
              D&B
                DUNS Number: 

            	
              VAT/Tax
                Number: 

            
	
              Order
                Form Effective Date: 1/28/05

            	
              Initial
                Services Term: 1/28/05 -
                1/31/06

            


    

    


    
      	
              SEARCH
                SERVICES

            


    

    


    
      	
              SEARCH
                SERVICES

            	
              Non-Refundable
                Annual Service and Support Fee

            	
              Monthly
                Search Fee Minimum

              Payment

            	
              Search
                Fees

            	
              Safe
                Search

              (Check
                if applicable)

            	
              Language
                Restrict

              (Check
                if applicable)

            	
              Country/Location
                Restrict

              (Check
                if applicable)

            
	
              WebSearch
                Services

              Est.
                Query Vol./Day 

               

              WebSearch
                Site(s): www.gurunet.com; www.answers.com

               

              Client
                Application(s) Approved for WebSearch Services:

              GuruNet
                5.1

            	
               

               

            	
               

               

            	
               

              * Search
                Result Sets 

            	
              x SafeSearch
                

               

              o High
                

              x Medium

              o Off

            	
              o If
                checked, specify
                languages:

               

            	
              o If
                checked, specify
                country:

               

            


    

     

     

    
      	Google
              Confidential 	
              Page
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              GSA
                Order Form v4.4 1104

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ADSENSE
                SERVICES

            


    

    


    
      	
               ADSENSE
                FOR SEARCH (“AFS”)

               

            	
              Customer’s
                AFS Revenue Share Percentage (%)

            	
              AFS
                Deduction Percentage (%)

            	
              Specifications
                

            
	
               

              x AdSense
                for Search

              AFS
                Site: www.gurunet.com; www.answers.com

              Approved
                Client Application: GuruNet 5.1

            	
               

              *%

            	
               

              *%

            	
               

              Sponsored
                Links/Results Page Min. # (See Exhibit A)

              Wide
                Format # 2; Narrow Format # 5

              Above-the-fold:
                Yes

              See
                Exhibit A for other AFS Specifications

              AdWords
                Link Location: All Results Pages

              AdWords
                Link Size: 

            
	
              Optional
                AdSense for Search Features: 

              (check
                the applicable boxes)  

            	
              o AdSafe
                

              Level: oHigh
                x Medium
                o Low
                o Off
                o Adult
                Only 

            


    

    
 

    
      
        	
                 ADSENSE
                  FOR SEARCH (“AFS”)

                 

              	
                Customer’s
                  AFS Revenue Share Percentage (%)

              	
                AFS
                  Deduction Percentage (%)

              	
                Specifications
                  

              
	
                 

                x AdSense
                  for Search

                AFS
                  Site: www.gurunet.com; www.answers.com

                Approved
                  Client Application: GuruNet 5.1

                 

                 

              	
                 

                *%

              	
                 

                *%

              	
                 

                
                  See
                    Exhibit A for AFC
                    Specifications

                

              


      

    

    
      	
              Optional
                AdSense for Content Features: 

              (check
                the applicable boxes)  

            	
              o AdSafe

              Level:
                o High
                x Medium

            	
               o Related
                Ad
                Links

            


    

     

     

    
      	
              To
                Be Completed By Google Finance

            
	
              Customer
                PO #: ______

               

              o Credit
                Check
                Complete

               

            	
              Currency:

              x US
                Dollar

              o Japanese
                Yen

              o Other: 

            


    

    


    
      
         

        
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                    Order Form v4.4 1104

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    

     

    GSA
      Order Form Terms and Conditions

    


    1. Incorporation
      of Google Services Agreement.
      This
      Order Form, including the terms and conditions hereunder, shall be governed
      by
      and incorporates by reference the Google Services Agreement between Google
      and
      Customer with the GSA Effective Date set forth in the Cover Page of this Order
      Form (the “GSA”).
      If
      any terms of this Order Form conflict with the terms of the GSA, the terms
      of
      this Order Form shall control. The GSA and this Order Form together comprise
      the
“Agreement.”
      

    


    2. Services
      Term.
      The
      term
      of this Order Form shall commence on the Order Form Effective Date and shall
      continue for the period of the Initial Services Term stated above, unless
      earlier terminated as provided in this Agreement. Thereafter, this Order Form
      may be renewed only upon a definitive written agreement signed by the parties.
      For purposes of this Agreement, the term of any renewal hereunder is referred
      to
      as the “Renewal
      Term,”
and
      the
      Initial Services Term, together with the Renewal Term, if any, may also be
      referred to as the “Services
      Term.”
      

    


    3. Defined
      Terms.
      The
      following capitalized terms shall have the meanings set forth below. Capitalized
      terms used but not defined in this Order Form shall have the meanings stated
      in
      the GSA. 

    


    GENERAL

    


    3.1. “Above-the-fold”
means
      that portion of an Internet browser that is visible to any End User at a minimum
      resolution of 800 by 600 pixels without scrolling within the applicable Web
      page, as viewed through an Internet browser application considered among the
      top
      two (2) most widely used from time to time. 

    


    3.2. “Ads”
or
      “Advertising
      Results”
means
      advertisements served by Google hereunder.

    


    3.3. “Client
      Application”
means
      any application, plug-in, helper, component or other executable code that runs
      on user’s computer; examples of Client Applications include those that provide
      instant messaging, chat, email, data, file viewing, media playing, file sharing,
      games, internet navigation, search and other services. A “WebSearch
      Client Application,”
or
      “AFS
      Client Application,”
means
      those Customer Client Applications that have been approved by Google to access
      the WebSearch or AFS Services, respectively, either as reflected on the Cover
      Page(s) of this Order Form or as otherwise approved by Google in writing from
      time to time during the Services Term.

    


    3.4. “Client
      ID”
means
      a
      unique alphanumeric code provided to and used by Customer as specified by Google
      for purposes of identifying each query or request. Google may assign and modify
      the number of Client IDs for each Service from time to time. Customer will
      use
      Client IDs as instructed by Google, and will provide such information to Google
      as Google may reasonably request with respect to the use and application of
      any
      Client IDs.

    


    3.5. “Customer’s
      Technical Contact”
means
      the technical employee of Customer designated on the Cover Page of this Order
      Form. 

    


    3.6. “End
      Users”
of
      a
      particular Site or Client Application means individual, human end users who
      visit or use the applicable Site or Client Application.

    


    3.7. “Order
      Form Effective Date”
means
      the date designated as such on the Cover Page of this Order Form.

    


    3.8. “Results
      Page”
means
      a
      Web page on which Google search and/or advertising results provided under this
      Agreement are displayed. 

    


    3.9. “Search
      Results”
means
      the search results provided by Google through any search Service ordered by
      Customer, if any, under this Order Form.

    


    
      
         

        
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    3.10. “Site(s)”
means
      the WebSearch Site(s), and AFS Site(s) collectively. The “WebSearch
      Site(s),”
and
      “AFS
      Site(s)”
are
      those Web sites located at the URLs identified as such on the Cover Page(s)
      of
      this Order Form, as the same may be amended from time to time as permitted
      herein. The list of Sites may be updated from time to time subject to Google’s
      prior written consent.

    


    3.11. “Valid
      IP Addresses”
means
      those Internet protocol addresses provided by Customer and approved by Google
      prior to implementation of the applicable Services. The list of Valid IP
      Addresses may be modified by Customer upon forty-eight (48) hours notice to
      Google via the online Google Administration Console located at
      http://console.google.com, or such other URL as may be updated by Google from
      time to time.

    


    ADSENSE
      FOR CONTENT

    


    3.12. “AFC
      Ads”
means
      the advertisements provided by Google to Customer under this Agreement through
      Google’s AFC Service.

    


    3.13. “AFC
      Deduction”
for
      any
      period during the Services Term means the sum of (a)
      the
      percentage set forth under “AFC Deduction Percentage” under the AFC Table on the
      Cover Page of this Order Form of AFC Revenues for such period PLUS
      (b)
      agency,
      referral and third party advertising service provider fees incurred by Google
      and attributed to AFC Ads provided hereunder in such period. 

    


    3.14. “AFC
      Percentage”
means
      the percentage set forth under the title “Customer’s 

    AFC
      Revenue Share Percentage” in the AdSense for Content Table on the Cover Page(s)
      of this Order Form.

    


    3.15. “AFC
      Protocol”
means
      the protocol provided by Google for accessing the AFC Services, as such protocol
      may be updated by Google from time to time. 

    


    3.16. “AFC
      Request”
means
      a
      request for AFC Ads in connection with a pageview of a page on which AFC Ads
      are
      to be displayed. 

    


    3.17. “AFC
      Results Set”
means
      the set of AFC Ads transmitted by Google in response to an AFC Request.


    


    3.18. “AFC
      Revenues”
for
      any
      period during the Services Term means ad revenues that are recognized by Google
      in such period and attributed to AFC Ads displayed
      on the AFC Site in such period in accordance with the requirements of this
      Agreement. 

    


    3.19. “AFC
      Service”
means
      Google’s AdSense for Content Service.

    


    3.20. “Net
      AFC Revenues”
for
      any
      period means
      AFC
      Revenues for such period MINUS
      the
      AFC
      Deduction for such period.

    


    3.21. “Related
      Ad Links”
means
      related advertising links provided by Google to Customer through Google’s AFC
      Service.

    


    


    ADSENSE
      FOR SEARCH

    


    3.22. “AFS
      Ads”
means
      the advertisements provided by Google to Customer under this Agreement through
      Google’s AFS Service.

    


    3.23. “AFS
      Deduction”
for
      any
      period during the Services Term means the sum of (a)
      the
      percentage set forth under “AFS Deduction Percentage” under the AFS Table on the
      Cover Page of this Order Form of AFS Revenues for such period PLUS
      (b) agency,
      referral and third party advertising service provider fees incurred by Google
      and attributed to AFS Ads provided hereunder in such period. 

    


    3.24. “AFS
      Percentage”
means
      the percentage set forth under the title “Customer’s AFS Revenue Share
      Percentage” in the AdSense for Search Table on the Cover Page(s) of this Order
      Form.

    


    3.25. “AFS
      Protocol”
means
      the protocol provided by Google for accessing the AFS Services, as such protocol
      may be updated by Google from time to time. 

    


     

    
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    3.26. “AFS
      Query”
means
      a
      query sent to Google by Customer to be processed by Google’s AFS Service.


    


    3.27. “AFS
      Results Set”
means
      the set of AFS Ads transmitted by Google to Customer in response to an AFS
      Query.

    


    3.28. “AFS
      Revenues”
for
      any
      period during the Services Term means ad revenues that are recognized by Google
      in such period and attributed to AFS Ads displayed
      on the AFS Site in such period in accordance with the requirements of this
      Agreement.

    


    3.29. “AFS
      Service”
means
      Google’s AdSense for Search Service. 

    


    3.30. “Net
      AFS Revenues”
for
      any
      period means
      AFS
      Revenues for such
      period MINUS
      the AFS
      Deduction for such period.

    


    


    WEBSEARCH

    


    3.31. “WebSearch
      Box”
means
      a
      search box into which End Users may enter queries to search the Web. WebSearch
      Boxes must be approved by Google and located on a WebSearch Site or in a
      WebSearch Client Application.

    


    3.32. “WebSearch
      Query”
means
      a
      query sent to Google by Customer to be processed by Google’s WebSearch Service.


    


    3.33. “WebSearch
      Protocol”
means
      the protocol provided by Google for accessing the WebSearch Services, as such
      protocol may be updated by Google from time to time. 

    


    3.34. “WebSearch
      Results”
means
      WebSearch search results provided by Google through its WebSearch
      Service.

    


    3.35. “WebSearch
      Results Set”
means
      the set of WebSearch Results (not to exceed ten (10) individual results)
      transmitted by Google to Customer in response to a WebSearch Query.


    


    3.36. “WebSearch
      Service”
means
      Google’s WebSearch Service.

    


    4. WebSearch
      Services.

    


    4.1. Scope
      of WebSearch Services.
      If
      selected on the Cover Page(s) of this Order Form, during the Services Term
      and
      subject to the terms and conditions of this Agreement, Google will provide
      Customer with WebSearch Results through its WebSearch Service for display on
      the
      WebSearch Sites and WebSearch Client Application as permitted herein. Customer
      agrees to implement the WebSearch Service as provided herein on the WebSearch
      Sites and WebSearch Client Applications in existence as of the date hereof
      within thirty (30) days of the Order Form Effective Date, and to maintain such
      implementation thereafter during the Services Term. Customer agrees to implement
      the WebSearch Service on any WebSearch Site or WebSearch Client Application
      added thereafter to the extent permitted herein.

    


    4.2. Implementation
      of WebSearch Services.
      Unless
      otherwise agreed to by Google in writing, Customer shall implement the WebSearch
      Services in a manner that: (a) conforms to the WebSearch Specifications set
      forth in the Cover Page(s) of this Order Form, if any; (b) conforms to Google’s
      brand treatment guidelines for WebSearch as updated by Google from time to
      time,
      the current version of which is located at http://www.google.com/wssynd/02brand.html;
      (c)
      conforms to the screenshots and specifications set forth in Exhibit
      A
      attached
      hereto; and (d) otherwise complies with the technical and implementation
      requirements provided by Google from time to time, including those instructions
      contained in the documentation setting forth the WebSearch Protocol. Without
      limiting the foregoing, Customer acknowledges and agrees to the
      following:

    


    4.2.1. Search
      Boxes and Queries. Customer
      will implement the WebSearch Services and execute WebSearch Queries as described
      in Exhibit
      E,
      which
      shall be subject to Google’s prior written consent, which shall not be
      unreasonably delayed.
      Customer
      may not implement the WebSearch Services except as permitted hereunder. Unless
      (and then only to the extent) otherwise approved by Google in writing, Customer
      understands and agrees that: (a) queries
      sent to Google for processing under its WebSearch Service may be initiated
      only
      by End Users entering text on the WebSearch Site and WebSearch Client
      Application as provided herein; and (b) Customer shall send any and all queries
      generated on the WebSearch Sites and WebSearch Client Application as provided
      in
      subsection (a) above to Google for processing under its WebSearch Services
      in
      accordance with the requirements provided by Google, without editing,
      filtering, truncating, appending terms to or otherwise modifying such
      WebSearch Queries, either individually or in the aggregate. Notwithstanding
      anything to the contrary, Google will have no obligation to process WebSearch
      Queries that are not sent in compliance with the requirements of this
      Agreement..

    


     

    
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    4.2.2. Operation
      of WebSearch Services.
      Customer
      will ensure that each WebSearch Query will (a)
      be
      from a list of Valid IP Addresses approved by Google for the WebSearch Services;
      (b) contain a Client ID approved by Google for the WebSearch Services; and
      (c)
      include End User IP address and user agent information. Upon Google’s receipt of
      a WebSearch Query, Google will transmit a WebSearch Results Set, to the extent
      available, via Google’s network interface in accordance with the WebSearch
      Protocol. Customer shall then display, in each instance, the entire WebSearch
      Results Set that corresponds to such WebSearch Query on the applicable WebSearch
      Site and/or WebSearch Client Application in the manner contemplated by this
      Agreement, without editing, filtering, reordering, truncating, adding content
      to
      or otherwise modifying such WebSearch Results Set. 

    


    4.2.3. Labeling,
      Branding and Attribution.
      Each
      Results Page containing a WebSearch Results Set shall conspicuously display
      a
      graphic module, in the form as provided by Google from time to time, that
      unambiguously indicates that the WebSearch Results Sets are provided by Google.
      Customer agrees that it shall not place anything on the Site or WebSearch Client
      Application that in any way implies that information other than the WebSearch
      Results Sets are provided by Google, unless otherwise expressly provided herein.
      The Google graphic module shall be, at minimum, 75 x 32 pixels in size and
      shall
      be located Above-the-fold, unless otherwise directed by Google. 

    


    4.3. License
      to WebSearch Protocol.
      Google
      grants to Customer a limited, nonexclusive and non-sublicensable license during
      the Services Term to use the WebSearch Protocol solely for the purpose of
      transmitting WebSearch Queries and other required information and receiving
      WebSearch Results Sets solely to the extent permitted hereunder. Except to
      the
      limited extent expressly provided in this Agreement, Google does not grant,
      and
      Customer shall not acquire, any right, title or interest (including, without
      limitation, any implied license) in or to any Google Intellectual Property
      Rights; and all rights not expressly granted herein are reserved to
      Google.

     

    5. AdSense
      for Search Services.

    


    5.1. Scope
      of AdSense for Search Services.
      If
      selected on the Cover Page(s) of this Order Form, during the Services Term
      and
      subject to the terms and conditions of this Agreement, Google will provide
      Customer with AFS Ads through its AFS Service for display on the AFS Sites
      and
      AFS Client Applications as permitted herein. Customer agrees to implement the
      AFS Service as provided herein on the AFS Sites and AFS Client Applications
      in
      existence as of the date hereof within thirty (30) days of the Order Form
      Effective Date, and to maintain such implementation thereafter during the
      Services Term. Customer agrees to implement the AFS Service on any AFS Site
      or
      AFS Client Application added thereafter as permitted herein.

    


    5.2. Implementation
      of AFS Services.
      Unless
      otherwise agreed to by Google in writing, Customer shall implement the AFS
      Services in a manner that: (a) conforms to the AFS Specifications set forth
      in
      the Cover Page(s) of this Order Form, if any; (b) conforms to Google’s brand
      treatment guidelines for AFS Services as updated by Google from time to time,
      the current version of which is located at http://www.google.com/wssynd/02brand.html;
      (c)
      conforms to the screenshots and specifications set forth in Exhibit
      A
      attached
      hereto; and (d) otherwise complies with the technical and implementation
      requirements provided by Google from time to time, including those instructions
      contained in the documentation setting forth the AFS Protocol. Without limiting
      the foregoing, Customer acknowledges and agrees to the following:

    


    5.2.1. AFS
      Queries.
      Unless
      (and then only to the extent) otherwise approved by Google in writing, Customer
      understands and agrees that: (a) queries
      sent to Google for processing under its AFS Service may be initiated only by
      End
      Users (i) entering text on the AFS Site and AFS Client Application as provided
      and permitted herein; and (b) Customer shall send any and all queries generated
      on the AFS Sites and AFS Client Application as provided in subsection (a) above
      to Google for processing under its AFS Services in
      accordance with the requirements provided by Google, without editing,
      filtering, truncating, appending terms to or otherwise modifying such
      AFS
      Queries, either individually or in the aggregate. Notwithstanding
      anything to the contrary, Google will have no obligation to process AFS Queries
      that are not sent in compliance with the requirements of this
      Agreement.
      

    


     

    
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    5.2.2. Operation
      of AFS Services.
      Customer
      will ensure that each AFS Query will (a)
      be
      from a list of Valid IP Addresses approved by Google for the AFS Services;
      (b)
      contain a Client ID approved by Google for the AFS Services; (c) include End
      User IP address and user agent information; and (d) request no fewer than the
      minimum number of AFS Ads per AFS Results Page stated in the Cover Page(s)
      of
      this Order Form. Upon Google’s receipt of an AFS Query, Google will transmit an
      AFS Results Set, to the extent available, via Google’s network interface in
      accordance with the AFS Protocol. Customer shall then display, in each instance,
      the entire AFS Results Set that corresponds to such AFS Query on the applicable
      AFS Site in the manner contemplated by this Agreement, without editing,
      filtering, reordering, truncating, adding content to or otherwise modifying
      such
      AFS Results Set.

    


    5.2.3. Labeling,
      Branding and Attribution.
      Customer
      shall unambiguously mark each AFS Ad, or each cluster or grouping of AFS Ads,
      as
      a “Sponsored Link” or “Sponsored Links,” as the case may be, unless otherwise
      instructed or agreed by Google. In any event, Google reserves approval authority
      to ensure that AFS Ads are labeled in a manner so as to sufficiently distinguish
      them from search results.

    


    5.3. License
      to AFS Protocol.
      Google
      grants to Customer a limited, nonexclusive and non-sublicensable license during
      the Services Term to use the AFS Protocol solely for the purpose of transmitting
      AFS Queries and other required information and receiving AFS Result Sets, as
      applicable, solely to the extent permitted hereunder. Except to the limited
      extent expressly provided in this Agreement, Google does not grant, and Customer
      shall not acquire, any right, title or interest (including, without limitation,
      any implied license) in or to any Google Intellectual Property Rights; and
      all
      rights not expressly granted herein are reserved to Google.

    


    6. AdSense
      for Content.

    


    6.1. Scope
      of AdSense for Content Services.
      If
      selected on the Cover Page(s) of this Order Form, during the Services Term
      and
      subject to the terms and conditions of this Agreement, Google will provide
      Customer with AFC Ads and Related Advertising Links through its AFC Service
      for
      display as permitted herein on the AFC Site(s). Customer agrees to implement
      such AFC Service on the AFC Sites as provided herein within thirty (30) days
      of
      the Order Form Effective Date, and thereafter during the Services Term. Customer
      agrees to implement the AFC Service on any AFC Site added thereafter as
      permitted herein. AFC Ads may not appear on search results, registration, “thank
      you,” error, email or chat pages, pages comprised primarily of other advertising
      or pages that contain any of the following types of content: pornographic,
      obscene or excessively profane content or content intended to advocate or
      advance computer hacking or cracking, gambling, illegal activity, drug
      paraphernalia, hate, violence or racial or ethnic intolerance. Google may update
      the list of prohibited pages from time to time during the Services Term upon
      written notice.

    


    6.2. Implementation
      of AFC Services.
      Unless
      otherwise agreed to by Google in writing, Customer shall implement AFC Services
      in a manner that: (a) conforms to the AFC Specifications set forth in the Cover
      Page(s) of this Order Form, if any; (b) conforms to Google’s brand treatment
      guidelines for AFC Services as the same may be updated by Google from time
      to
      time, the current version of which is located at http://www.google.com/wssynd/adsense_guidelines.html
      and
http://www.google.com/wssynd/afc_xml_guidelines.html; (c) conforms to the
      screenshots and specifications set forth in Exhibit
      A attached
      hereto; and (d) otherwise complies with the technical and implementation
      requirements provided by Google from time to time, including those instructions
      contained in the documentation setting forth the AFC Protocol. Without limiting
      the foregoing, Customer acknowledges and agrees to the following:

    


    6.2.1. AFC
      Requests.
      Customer
      shall request AFC Ads for any and all pageviews required to display AFC Ads
      as
      provided herein. Notwithstanding
      anything to the contrary, Google will have no obligation to process AFC Requests
      that are not sent in compliance with the requirements of this Agreement.


    


    6.2.2. Server
      Side Implementations.
      For
      server side implementations (e.g.,
      XML
      implementations), each AFC Request (a)
      must
      be from a list of Valid IP Addresses approved by Google for the AFC Service;
      (b)
      must contain a Client ID approved by Google for the AFC Service; and (c) must
      include End User IP address and user agent information. Upon Google’s receipt of
      an AFC Request as described above, Google will transmit AFC Results Set, to
      the
      extent available, via Google’s network interface in accordance with the AFC
      Protocol. Customer shall then display, in each instance, the entire AFC Results
      Set that corresponds to such AFC Request on the applicable AFC Site in the
      manner contemplated by this Agreement, without editing, filtering, reordering,
      truncating, adding content to or otherwise modifying such AFC Results Set.
      Customer will not send more than one (1) AFC Request per pageview unless
      otherwise authorized by Google.

    


     

    
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    6.2.3. Client
      Side Implementations.
      For
      client side implementations (e.g.,
      iFrame
      or Javascript data feed implementations), each AFC Request must
      contain an AFC Client ID provided and used as specified by Google. Upon Google’s
      receipt of an AFC Request as described above, Google will transmit an AFC
      Results Set, to the extent available, via Google’s network interface in
      accordance with the AFC Protocol. Customer’s code shall, in each instance,
      ensure the display of the entire AFC Results Set that corresponds to such AFC
      Request in the manner contemplated by this Agreement, without editing,
      filtering, reordering, truncating, adding content to or otherwise modifying
      such
      AFC Results Set. Customer will not send more than one (1) AFC Request per
      pageview unless otherwise authorized by Google.

    


    6.2.4. Labeling;
      Branding and Attribution.
      AFC
      Results Set shall be identified with the label “Ads by Google” as reflected in
Exhibit
      __
      attached
      hereto, unless otherwise instructed or agreed by Google.

    


    6.2.5. Related
      Ad Links.
      If
      Customer implements Related Ad Links provided by Google, Customer understands
      and agrees to the following additional provisions: (a) if applicable, in no
      event will End User clicks on Related Ad Links, or the display of a Related
      Ad
      Links on a Customer Web page in and of itself, qualify as a click on an Ad,
      or
      an impression, as the case may be, for purposes of determining Customer’s click
      or impression guarantees (if any) or Google’s payment or other obligations under
      this Agreement; and (b) notwithstanding anything to the contrary, Related Ad
      Links are automatically generated and consequently are provided to Customer
“as
      is,” with no representation, warranty or indemnity, express or
      implied.

    


    6.3. License
      to AFC Protocol.
      Google
      grants to Customer a limited, nonexclusive and non-sublicensable license during
      the Services Term to use the AFC Protocol solely for the purpose of transmitting
      AFC Requests and other required information and receiving AFC Results Sets
      solely to the extent permitted hereunder. Except to the limited extent expressly
      provided in this Agreement, Google does not grant, and Customer shall not
      acquire, any right, title or interest (including, without limitation, any
      implied license) in or to any Google Intellectual Property Rights; and all
      rights not expressly granted herein are reserved to Google.

    


    7. Client
      Application.
      Customer’s
      Client Application set forth in the Cover Page(s) of this Order Form is hereby
      approved by Google for purposes of (a) sending WebSearch and AFS Queries to
      resolve to approved Results Pages on the Sites; provided that, at all times
      during the Services Term, Customer, and Customer’s Client Application(s), will
      comply with Google’s Client Application Guidelines, the current form of which is
      attached hereto as Exhibit
      B,
      as such
      Guidelines may be updated by Google from time to time. Customer represents
      and
      warrants that (a) it has read and understands the Client Application Guidelines;
      and (b) it does, and at all times during the Services Term it will, own, operate
      and control one hundred percent (100%) of the approved Client Application(s)
      set
      forth in the Cover Page(s) of this Order Form. The list of Approved Client
      Applications may be updated from time to time subject to Google’s prior written
      consent. 

    


    8. Site
      Modifications.
      Google
      acknowledges that Customer may update the design and content of the Sites in
      a
      manner consistent with its obligations contained herein; provided that Customer
      agrees that (a) it shall keep Google informed of all planned material changes
      to
      such Sites; and (b) no changes may be made to the look and feel, dimension
      and/or placement of the WebSearch Results, News Search Results, Image Search
      Results, AFS Ads, AFC Ads or AFE Ads without obtaining the prior written consent
      of Google. For the avoidance of doubt, Google may, and the foregoing will in
      no
      event limit Google’s ability to, require changes to the look and feel, content
      or targeting methodology of any such Results or Ads provided
      herein.

    


    9. Filters. 

    


    9.1. General.
      Certain
      Services may contain filtering capability, such as SafeSearch, Country Restrict,
      Language Restrict, AdSafe and other filters. Notwithstanding anything to the
      contrary, if Customer elects to enable any such filters, Customer expressly
      acknowledges and agrees (a) it is Customer’s responsibility to enable such
      features in accordance with the instructions provided by Google in the
      applicable Service protocol, and (b) that Google cannot and does not make any
      representation, warranty or covenant that all results will be limited to results
      elected by enabling such filter(s). For example, but without limiting the
      foregoing, if Customer elects SafeSearch, Country Restrict, Language Restrict
      and/or AdSafe, Google cannot and does not make any representation, warranty
      or
      covenant that all results will be limited to the countries or languages selected
      or that all objectionable results will be prevented.

    


     

    
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    9.2. URL
      Blocking.
      During
      the Services Term, Google will use commercially reasonable efforts to exclude
      from Ads served under this Agreement Ads that contain the URLs set forth in
      Exhibit
      C
      attached
      hereto. Notwithstanding anything to the contrary, Customer understands that
      Google cannot and does not make any representation, warranty or covenant that
      no
      Ads will contain any of the URLs listed in Exhibit
      C.

    


    10. Updates.
      If
      Google
      updates its technical or implementation specifications (including, without
      limitation, by way of updating the applicable Service protocol or by way of
      requiring changes to the look and feel, content and targeting methodology of
      Ads) from time to time as contemplated herein, Customer shall implement such
      updates or modifications as soon as reasonably practical, but in any event
      within fifteen (15) days of the date it receives notice thereof.

    


    11. Notice
      of System Changes.
      Customer
      will provide Google with fourteen (14) days’ advance notice of any change in the
      code or serving technology used to display Google Advertising Results and/or
      Search Results (e.g.,
      a
      change in the advertising serving technology used) that could reasonably be
      expected to have the potential to adversely affect the delivery or display
      of
      Google search or advertising results as required by this Agreement (it being
      understood that notice will in no event relieve Customer of its obligations
      to
      display Search and Advertising Results as required hereunder).

    


    12. Optimization.
      The
      parties agree to consult in good faith from time to time with the objective
      of
      optimizing the performance of Ads served under this Agreement.

    


    13. AdWords
      Link.
      Customer
      agrees to promote the Google AdWords Program (including any successor programs
      thereto) by placing on the Sites a link in the form as provided by Google from
      time to time that contains the Google logo, text and a link to facilitate
      registration of advertisers in the Google AdWords Program (“AdWords
      Link”).
      Customer shall provide to Google the URL for any Site page containing an AdWords
      Link (“AdWords
      Link Page”)
      and
      shall promptly notify Google in writing of any change to any AdWords Link Page.
      Unless otherwise agreed to by the parties in writing: (a) the specific size
      and
      location of the AdWords Link within the AdWords Link Page shall conform to
      the
      specifications provided by Google from time to time, and (b) the AdWords Link
      shall be displayed Above-the-fold.

    


    14. Technical
      Support. Subject
      to the terms and conditions of this Agreement, during the Services Term
Google
      shall provide technical support services to Customer in
      accordance with Google’s support guidelines then in effect for the Services
      ordered herein. Prior to making any support request to Google, Customer shall
      first use reasonable efforts to fix any error, bug, malfunction, or network
      connectivity defect on its own without any escalation to Google. Thereafter,
      Customer’s Technical Contact may submit a written request for technical support
      via email to the applicable Google alias set forth below, or such other email
      address that Google may provide from time to time. Customer shall provide
      support services to End Users at its own expense.

    


    
      	
            	●	
              websearch-support@google.com
                (for WebSearch, News Search and Image Search Services
                requests)

            


    

    
      	 	
              ·

            	
              syndication-support@google.com
                (for AFS, AFE and AFC requests)

            


    

    


    15. Exclusivity. 

    


    15.1. Customer
      (which for purposes of this Section 14 shall include all of Customer’s
      affiliates, and their respective successors and assigns) agrees that during
      the
      Services Term Customer: (a) shall not implement on the Sites, Customer Client
      Applications approved for accessing the Services hereunder or any other property
      owned and/or operated by Customer* (including any successor site or property
      thereto for all such sites and properties) any search functionality which is
      the
      same as or substantially similar in nature to any Services made available by
      Google to Customer hereunder, and (b) shall not display any search results
      on
      the Sites, Customer Client Applications approved for accessing the Services
      hereunder or any other property owned and/or operated by Customer* (including
      any successor site or property thereto for all such sites and properties) other
      than those provided by Google hereunder. Customer also agrees that Google will
      be the sole provider of pay-for-performance advertising on WebSearch Results
      pages or Customer Client Applications. *

     

    
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    15.2. *

    


    15.3. *

    


    15.4. Customer
      shall receive the AdSense for Content services on a non-exclusive basis.
      Notwithstanding the foregoing, Customer may not display AFC Ads on any Results
      Pages and/or Customer Client Applications that contain advertisements provided
      by a Google Competitor.

    


    
      	
              16.

            	
              Fees
                and Payment Terms.
                

            


    

    


    16.1. WebSearch
      Services.
      On
      or
      before the Order Form Effective Date, Customer shall submit a completed Google
      credit application form. If applicable, Customer shall pay the non-refundable
      Annual Service and Support Fee and the first payment of the Monthly WebSearch
      Fee Minimum as indicated on the Cover Page(s) of the Order Form, which shall
      be
      due and payable on the Order Form Effective Date. For all other WebSearch Fees
      (including Monthly WebSearch Fee Minimums), Google shall bill Customer monthly
      at the rates stated on
      the
      Cover Page(s) of this Order Form and all such fees shall be
      due and
      payable “net
      thirty (30) days” from date of invoice. Within
      thirty (30) days of the end of each month during the Services Term, Google
      shall
      provide Customer with WebSearch Services usage reports in the form generally
      made available at that time.

    


    16.2. AdSense
      for Search.
      Subject
      to the terms and conditions of this Agreement, for each month during the
      Services Term Customer shall receive the AFS Percentage of Net AFS Revenues
      attributable to such month. Google’s obligation to make payments under this
      Section shall not commence until Google’s technical personnel provide written
      approval of Customer’s implementation of the AFS Service on each AFS Site, which
      shall not be unreasonably withheld or delayed. Payments required under this
      paragraph shall be made by the last day of the calendar month following the
      calendar month in which the applicable AFS Ads were displayed on the AFS
      Sites.

    


    16.3. AdSense
      for Content.
      Subject
      to the terms and conditions of this Agreement, for each month during the
      Services Term Customer shall receive the AFC Percentage of Net AFC Revenues
      attributable to such month.
      Google’s
      obligation to make payments under this Section shall not commence until Google’s
      technical personnel provide written approval of Customer’s implementation of the
      AFC Service on each AFC Site, which shall not be unreasonably withheld or
      delayed. Payments required under this paragraph shall be made by the last day
      of
      the calendar month following the calendar month in which the applicable AFC
      Ads
      were displayed on the AFC Sites.

    


     

    
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    16.4. Non-Qualifying
      Ads. Notwithstanding any of the foregoing, Google
      shall not be liable for payment in connection with (a) any amounts which result
      from invalid queries, or invalid impressions of (or clicks on) Ads, generated
      by
      any person, bot, automated program or similar device, including, without
      limitation, through any Fraudulent Act, in each case as reasonably determined
      by
      Google; or (b) impressions of Ads or clicks on Ads delivered through an
      implementation which is not initially approved by Google pursuant to the
      Agreement or subsequently fails to meet Google’s implementation requirements and
      specifications. The number of queries, and impressions of and clicks on Ads,
      as
      reported by Google, shall be the number used in calculating payments
      hereunder. 

    


    16.5. Methods
      of Payment.
      

    


    16.5.1. Payments
      to Google.
      All
      payments due to Google shall be in the currency specified in this Order Form.
      Any charges for converting foreign currency shall be the responsibility of
      Customer and shall be invoiced accordingly. If paid in US dollars, payments
      to
      Google shall be made preferably via wire
      transfer with the following instructions: 

    


    
      	
              Wells
                Fargo Bank

            	
              ABA
                #

            	
              Account
                #

            
	
              Palo
                Alto, California USA

            	
              Google
                Inc.

            	
              Federal
                Tax I.D. # 77-0493581

            


    

    


    If
      paid
      in US dollars and not wired to Google, payment shall be made by check for
      receipt by Google at the address specified on the Cover Page of this Order
      Form
      (or such other address as Google may provide Customer in writing from time
      to
      time for such purpose) on or before the payment due date. If payment is made
      in
      any other currency, payment shall be made by wire pursuant to the wire
      instructions specified below on this Order Form (or if no applicable wire
      instructions are specified, payment shall be made using the US wire transfer
      instructions above). Delinquent payments due to Google shall bear interest
      at
      the rate of one-and-one-half percent (1.5%) per month (or the highest rate
      permitted by law, if less) from the payment due date until paid in full.
Customer
      will be responsible for all reasonable expenses (including legal fees) incurred
      by Google in collecting unpaid or delinquent amounts. In addition, Google may
      suspend performance and/or terminate this Order Form upon seven (7) days written
      notice if Customer fails to make any required payment when due unless such
      payment is made within such seven (7) day notice period. If
      Google
      reasonably deems itself insecure with respect to Customer’s ability to meet its
      financial obligations under the Agreement, Google may, at its sole option,
      modify the payment terms or require other reasonable assurances or forms of
      security prior to providing or continuing to provide any Services.

    


    16.5.2. Payments
      to Customer.
      Payments
      to Customer (if by wire transfer) shall be made pursuant to the wire transfer
      instructions specified on this Order Form. In addition, Customer acknowledges
      that Google may, at its option, offset any payment obligations to
      Customer that Google may incur hereunder against any product or service
      fees (including late fees) owed and not yet paid by Customer under this
      Agreement or any other agreement between Customer and Google, in addition to
      whatever other rights and remedies Google may have hereunder or thereunder.
      In
      addition, Google reserves the right to withhold and offset against its payment
      obligations hereunder, or require Customer to pay to Google (within thirty
      (30)
      days of any invoice therefor), any amounts Google may have overpaid to Customer
      in prior periods. 

    


    17. Authority
      to Bind.
      Each of
      Customer’s and Google’s signatory to this Order Form represents and warrants
      that he or she has the power and authority to accept and bind Customer and
      Google, as the case may be, to the terms of this Order Form.

    


    This
      Order Form may be executed in counterparts, including facsimile counterparts,
      each of which shall be deemed an original, and all of which, when taken
      together, shall constitute one and the same instrument.

    


    
      	
              Google:
                GOOGLE INC.

            	
              Customer:
                GuruNet
                Corporation

            
	 	 
	
              By:
                /s/
                Joan Braddi

            	
              By:
                /s/ Robert
                S. Rosenschein

            
	 	 
	
              Print
                Name: Joan
                Braddi

            	
              Print
                Name: Robert
                S. Rosenschein

            
	 	 
	
              Title:
                VP Search Services

            	
              Title:
                CEO

            
	 	 
	
              Date:
                January 28, 2005

            	
              Date:
                Jan 27, 2005

            


    

    


    


     

    
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              Confidential 	
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                Order Form v4.4 1104