SEARCH ENGINE SERVICES AGREEMENT

 

                                                                    EXHIBIT 10.8

                        SEARCH ENGINE SERVICES AGREEMENT

        This Search Engine Services Agreement ("Agreement") is entered into as
of January 19, 1998 (the "Effective Date"), by and between Inktomi Corporation,
a California corporation with its principal place of business at 1900 South
Norfolk Street, Suite 310, San Mateo, California, 94403 ("Inktomi") and N2H2,
Inc., a Washington corporation, with its principal place of business at 1301 5th
Avenue, Suite 1501, Seattle, Washington, 98101 ("N2H2").

                                    RECITALS

        A. Inktomi has developed and owns certain technology for searching and
indexing the Internet (the "Inktomi Search Engine," as more fully defined
below).

        B. N2H2 has developed and owns certain technology and content for
filtering on the Internet, and wishes Inktomi to provide search engine services
using the Inktomi Search Engine in accordance with the terms and conditions of
this Agreement.

                                    AGREEMENT

        In consideration or the foregoing and the mutual promises contained
herein the parties agree as follows.

        1. Definitions. For purposes of this Agreement, the following terms will
have the indicated meanings:

               1.1 "Database" means Inktomi's full text index database of Web
pages accessible by the Site at any given time. The Database shall be tagged as
part of the Filtering Services to be provided by Inktomi as more fully set forth
on Exhibit A.

               1.2 A "Hit" occurs each time an end-user of the Site is presented
with a results set consisting of between zero and ten records in response to a
search query.

               1.3 "Initial Search Page" means each Web page, accessible on the
Site, (i) which enables an end-user to initiate and send search queries to the
Inktomi Search Engine or (ii) whose primary function is to promote or describe
the search services available through the Site.

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

               1.5 "Inktomi Search Engine" means Inktomi's current Search Engine
as of the Effective Date, inclusive of the Database and Inktomi's porn filter
module, as the same may be upgraded, modified, changed, or enhanced by Inktomi
at its sole discretion. The Inktomi Search Engine does not and will not include
features, options and modules developed and customized

(*) = Information has been omitted pursuant to a request for confidential
      treatment and has been filed separately with the Securities Exchange
      Commission.

specifically for third parties and provided to such third parties on an
exclusive basis, or features, options, modules and future products which Inktomi
licenses or provides separately.

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

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

               1.8 "Interface" means the editorial and graphical content and
design of the Web pages served to end-users of the Site, including without
limitation each Initial Search Page, all Results Pages, instruction pages,
frequently asked questions pages, and any Site end-user terms or guidelines.

               1.9 "Interface Construction Tools" means all software tools, if
any, provided by Inktomi to assist N2H2 to build the Interface to the Inktomi
Search Engine, including without limitation Inktomi's application server
currently known as Forge.

               1.10 "Launch Date" means the date upon which the search service
provided by N2H2 through the Site is first available for use by end-users 
through public Internet access.

               1.11 "Net Revenues" are gross advertising and sponsorship
revenues booked by N2H2 attributable to (i) the search service operated by N2H2
through the Site and (ii) all Initial Search Pages, all Results Pages and all
other Web pages on the Site that relate to the function of search provided by
Inktomi, including, without limitation save searches pages and Add URL pages
(collectively the "Search Related Pages"), less: (a) fees actually payable by
N2H2 to external third parties and direct internal sales expenses actually
incurred by N2H2 for and relating to the placement of advertisements and
sponsorships on the Search Related Pages (provided however that the external
third party expenses shall be capped at *% of gross revenue generated by N2H2
relating to the placement of advertisements and sponsorships on the Search
Related Pages and the direct internal sales expenses shall be capped at *% of
gross revenue generated by N2H2 relating to the placement of advertisements and
sponsorships on the Search Related Pages); (b) taxes actually payable by N2H2
and not re-billed or re-billable to a third party (other than taxes based on
N2H2's income), if any, attributable to the search services provided by N2H2
through the Site; (c) advertising and sponsorship frequency discounts actually
payable; and (d) * .

(*) = Information has been omitted pursuant to a request for confidential
      treatment and has been filed separately with the Securities Exchange
      Commission.

               1.12 "N2H2 Filter List" means collectively the "white" list of
URLs and the "black" list of URLs submitted by N2H2 in connection with the
Services, as the same may be updated and amended from time to time.

               1.13 "N2H2 Word List" means the list created by N2H2 containing
up to 1,000 words which N2H2 provides to Inktomi in connection with the
Services, as the same may be updated and amended from time to time.

               1.14 "Results Pages" means all Web pages displaying search
results presented to end-users as a result of accessing the query mechanisms of
the Inktomi Search Engine.

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

               1.16 "Site" means one or more Web sites established and
maintained by N2H2 through which end users may access the Inktomi Search Engine
and run searches against the Database.

               1.17 "Services" means the Internet search engine search services
to be provided by Inktomi under this Agreement, which services are divided into
"Filtering Services" and "Search Services," as more filly described on Exhibit
A.

               1.18 "Term" shall have the meaning indicated in Section 10.

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

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

               1.21 "Web site" means a collection of interrelated Web pages.

        2.     Provision of Services: Site Implementation.

               2.1 Services and Site Implementation. Subject to the terms and
conditions of this Agreement, Inktomi shall provide the Services to N2H2 for use
in the Site, such services to be provided in accordance with the functionality
specifications and performance criteria specified on Exhibit A. Inktomi, at its
own expense, shall provide all data transmission capacity (bandwidth), disk
storage, server capacity and other hardware and software required to run the
Inktomi Search Engine and maintain the Database. N2H2, at its own expense, shall
create the Interface to the Inktomi Search Engine for the Site, and shall
provide all disk storage, server capacity and other hardware and software
required to run and maintain the Site and the Interface, and serve
advertisements and sponsorships on the Interface. Inktomi shall provide
reasonable assistance (through telephone, e-mail, World Wide Web, or fax) to
N2H2 during regular business hours regarding development of the Interface and
integration of the same with the Inktomi

Search Engine. N2H2, at its own expense, shall provide all data transmission
capacity (bandwidth) required to connect to and receive information from the
Inktomi Search Engine.

               2.2 Inktomi Data Protocol. Promptly following execution of this
Agreement, Inktomi shall provide the Inktomi Data Protocol and the Interface
Construction Tools to N2H2. Inktomi grants to N2H2 a nontransferable,
nonexclusive license during the Term to use the Inktomi Data Protocol and the
Interface Construction Tools solely to create and maintain the Interface to the
Inktomi Search Engine for the Site.

               2.3 Other Services and Support. Upon request, and provided that
N2H2 is current with service fees due under this Agreement, Inktomi may provide
additional services and support beyond the services and support set forth
herein. Any such service or support shall be provided at Inktomi's then
applicable consulting rates and charges.

               2.4 Inktomi Technology. As between Inktomi and N2H2, N2H2
acknowledges that Inktomi owns all right, title and interest in and to the
Inktomi Technology (except for any software licensed by third parties to
Inktomi), and that N2H2 shall not acquire any right, title, or interest in or to
the Inktomi Technology, except as expressly set forth in this Agreement. N2H2
shall not modify, adapt, translate, prepare derivative works from, reverse
engineer, disassemble, decompile or otherwise attempt to derive source code from
any Inktomi software or documentation. N2H2 will not remove, obscure or alter
Inktomi's copyright notices, trademarks or other proprietary rights notices
affixed to or contained within any Inktomi software or documentation.

               2.5 Interface. As between Inktomi and N2H2, Inktomi acknowledges
that N2H2 owns all right, title and interest. including without limitation all
Intellectual Property Rights, in and to the Interface (except for any software
licensed by third parties to N2H2 and except for editorial content regarding the
use and functionality of the Inktomi Search Engine provided by Inktomi to N2H2
for incorporation into the Site, which content shall be and remain Inktomi
Technology), and that Inktomi shall not acquire any right, title or interest in
or to the Interface, except as expressly set forth in this Agreement.

               2.6 * Services. N2H2 understands that Inktomi will
provide the Services on * .

               2.7 Notice. Inktomi shall provide N2H2 with notice in the * . 
Inktomi will provide such notice (i) at least 14 days prior to public
announcement of any such service and (ii) at least 45 days prior to commercial
release of any such service by such third party.

(*) = Information has been omitted pursuant to a request for confidential
      treatment and has been filed separately with the Securities Exchange
      Commission.

        3.     Attribution: Trademark License; House Ads.

               3.1 Attribution. Each Initial Search Page and all Results Pages
shall conspicuously display a phrase to be provided by Inktomi that indicates
that Inktomi technology is being used. Each Initial Search Page and all Results
Pages shall also conspicuously display the phrase "Powered by Inktomi" on an
icon measuring at least 50 x 160 pixels that provides a link to Inktomi's Web
site currently located at www. inktomi.com. Inktomi will provide N2H2 with
appropriate graphics for the Inktomi icon. Such phrasing and the Inktomi icon
shall be visible "above the fold" (that is, visible when the applicable Web page
is loaded by a browser displaying an active region of 650x320 pixels).

               3.2 Trademark License. Inktomi hereby grants N2H2 a royalty-free,
nontransferable, nonexclusive license under Inktomi's trademarks during the Term
to display the Inktomi icon and to advertise the availability of Inktomi 
software on the Site. N2H2 hereby grants to Inktomi a royalty-free, 
nontransferable, nonexclusive license under N2H2's trademarks during the Term 
to advertise that N2H2 is using Inktomi's technology. Each party will submit
advertising materials, containing the other party's trademarks to the other 
party before implementation for inspection and such other party will have the
right to modify any such advertisements.

               3.3 House Ads. To the extent there is unsold advertising
inventory on the Site during the Term, Inktomi may run advertisements on the
Site on a rotating basis (or, if available, based on key words), provided
however that Inktomi may not use more than ten percent (10%) of the unsold Site
inventory in any one month without N2H2's prior approval. Any such unpaid house
ads delivered to N2H2 on behalf of Inktomi shall be subject to N2H2's standard
online advertising terms and conditions, including the right to restrict content
only to that suitable for the education market in the reasonable judgment of
N2H2.

        4.     Warranties.

               4.1 Inktomi Warranties. Inktomi warrants that (i) it has full
power and authority to enter into this Agreement and to grant the rights set
forth herein, (ii) it has not previously and will not grant any rights in the
Inktomi Technology to any third party that are inconsistent with the rights
granted to N2H2 hereunder, and (iii) the software comprising the Inktomi Search
Engine does not impermissibly include any trade secrets or copyrighted subject
matter owned by a third party. Inktomi does not warrant that the Services will
meet all of N2H2's requirements or that performance of the Services will be
uninterrupted or error free. INKTOMI MAKES NO OTHER WARRANTY OF ANY KIND,
WHETHER EXPRESS, IMPLIED STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND
NONINFRINGEMENT.

               4.2 N2H2 Warranties. N2H2 warrants that it has full power and
authority to enter into this Agreement and to grant the rights set forth herein.

        5. Customer Services. N2H2, at its own expense shall provide first level
customer support services to end-users of the Site. Inktomi, at its own expense,
shall provide second level

technical support services to N2H2 regarding the operation of the Inktomi Search
Engine. Such support services will be provided via telephone, e-mail, World Wide
Web, or fax.

        6.     Payments.

               6.1 Service Fees. N2H2 shall pay Inktomi monthly service fees
equal to the greater of (i) $ * multiplied by the number of Hits for such month
or (ii) * for such month. Notwithstanding the foregoing, N2H2 shall pay Inktomi
a minimum of $ * for each year under this Agreement (one-third attributable to
the Filtering Services and two-thirds attributable to the Search Services). For
the first year, this minimum shall be paid as follows: $ * shall be paid upon
execution of this Agreement, $ * shall be paid on or before January 31, 1998, $
* shall be paid on or before July 1, 1998, $ * shall be paid on or before
October 31, 1998, and $ * shall be paid on or before December 31, 1998. For
subsequent years, this minimum shall be paid in equal monthly installments of $
*. Two-thirds of all such minimum payments shall be credited against monthly
service fees paid or payable. Monthly service fees shall be paid in arrears
within thirty (30) calendar days following the end of each month.

               6.2. Records. N2H2 shall keep complete and accurate records
pertaining to the revenue it generates in connection with the Site. Such records
shall be maintained for a two-year period following the year in which any
payments pertaining to such revenue were due. Inktomi shall have the right to
examine N2H2's records from time to time but no more than once every six (6)
months to determine the correctness of any payment made under this Agreement.
Such examination shall be conducted at reasonable times during N2H2's normal
business hours and upon at least ten (10) business days' advance notice and in a
manner so as not to interfere unreasonably with the conduct of N2H2's business.
If any such examination indicates that N2H2 has underpaid by more than five
percent (5%) of the aggregate payments due for the period subject to such
examination, N2H2 shall reimburse Inktomi for reasonable costs of such
examination.

               6.3 Taxes. N2H2 shall be responsible for all sales and other
taxes imposed by any federal, state or local governmental entity on the
transactions contemplated by this Agreement, excluding taxes based upon
Inktomi's net income. When Inktomi has the legal obligation to pay or collect
such taxes, the appropriate amount shall be invoiced to and paid by N2H2 unless
N2H2 provides Inktomi with a valid tax exemption certificate authorized by the
appropriate taxing authority.

               6.4 U.S. Dollars. All fees quoted and payments made hereunder
shall be in U.S. Dollars.

        7.     Confidentiality.

               7.1 Definition of Confidential Information. All information and
documents disclosed or produced by either party in the course of this Agreement
which are disclosed in written form and identified by a marking thereon as
proprietary, or oral information which is defined at the time of disclosure and
confirmed in writing within ten (10) business days of its

(*) = Information has been omitted pursuant to a request for confidential
      treatment and has been filed separately with the Securities Exchange
      Commission.

disclosure, shall be deemed the "Confidential Information" of the disclosing
party. Notwithstanding the above, the parties agree that any information (in any
form, whether tangible or intangible) relating to the Inktomi Search Engine, the
Database, the Inktomi Technology, the Inktomi Data Protocol, the Interface
Construction Tools, the N2H2 Filter List, the N2H2 Word List or the distinctive
methods or procedures which Inktomi or N2H2 use in the design, development,
licensing, internal sales and marketing strategies, support, or maintenance of
software or hardware is considered Confidential Information.

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

               7.3 No Other Confidential Information. Neither party shall have
any obligation under this Section 7 for information of the other parry which the
receiving party can substantiate with documentary evidence that has been or is
(i) developed by the receiving party independently and without the benefit of
information disclosed hereunder by the disclosing party; (ii) lawfully obtained
by the receiving party from a third party without restriction and without breach
of this Agreement; (iii) publicly available without breach of this Agreement,
(iv) disclosed without restriction by the disclosing party to a third party; or
(v) known to the receiving party prior to its receipt from the disclosing party.

        8.     Indemnification.

               8.1 Inktomi Indemnification. Inktomi shall defend and/or settle,
and pay damages including attorneys' fees and costs awarded pursuant to, any
third party claim brought against N2H2 which, if true, would constitute a breach
of any warranty, representation or covenant made by Inktomi under this
Agreement; provided that N2H2 promptly notifies Inktomi in writing of any such
claim and promptly tenders the control of the defense and settlement of any such
claim to Inktomi at Inktomi's expense and with Inktomi's choice of counsel. N2H2
shall cooperate with Inktomi, at Inktomi's expense, in defending or settling
such claim and N2H2 may join in defense with counsel of its choice at its own
expense. Inktomi shall not reimburse N2H2 for any expenses incurred by N2H2
without the prior written approval of Inktomi.

               8.2 N2H2 Indemnification. N2H2 shall defend and/or settle, and
pay damages including attorneys' fees awarded pursuant to, any third party claim
brought against Inktomi which, if true, would constitute a breach of any
warranty, representation or covenant made by N2H2 under this Agreement; provided
that Inktomi promptly notifies N2H2 in writing of any such

claim and promptly tenders the control of the defense and settlement of any
such claim to N2H2 at N2H2's expense and with N2H2's choice of counsel. Inktomi
shall cooperate with N2H2, at N2H2's expense, in defending or settling such
claim and Inktomi may join in defense with counsel of its choice at its own
expense. N2H2 shall not reimburse Inktomi for any expenses incurred by Inktomi
without the prior written approval of N2H2.

        9. Limitation of Liability. EXCEPT FOR DAMAGES RESULTING FROM A BREACH
OF CONFIDENTIALITY PROVISIONS OR SERVICE/LICENSE RESTRICTIONS HEREIN, NEITHER
PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, EVEN IF SUCH
PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES
RESULTING FROM A BREACH OF THE CONFIDENTIALITY PROVISIONS OR SERVICE/LICENSE
RESTRICTIONS HEREIN, NEITHER PARTY'S LIABILITY UNDER THIS AGREEMENT SHALL EXCEED
THE NET AMOUNT INKTOMI HAS RECEIVED FROM N2H2 UNDER THIS AGREEMENT.

        10.    Term and Termination.

               10.1 Term. The term of this Agreement (the "Term") shall commence
on the Effective Date and shall continue in force for a period of three years
thereafter, unless earlier terminated as provided herein. The parties agree to
meet fifteen months following the Effective Date to review the status of the
search service provided through the Site and to discuss changes to this
Agreement which the parties may mutually agree to implement.

               10.2 Termination for Breach. Either party may suspend performance
and/or terminate this Agreement if the other party materially breaches any term
or condition of this Agreement and fails to cure that breach within thirty (30)
days after receiving written notice of the breach.

               10.3 Termination due to Insolvency. Either party may suspend
performance and/or terminate this Agreement if the other party becomes insolvent
or makes any assignment for the benefit of creditors or similar transfer
evidencing insolvency, or suffers or permits the commencement of any form of
insolvency or receivership proceeding, or has any petition under bankruptcy law
filed against it, which petition is not dismissed within sixty (60) days of such
filing, or has a trustee or receiver appointed for its business or assets or any
party thereof.

               10.4 Effect of Termination. Upon the termination of this
Agreement for any reason (i) all license rights granted herein shall terminate,
(ii) N2H2 shall immediately pay to Inktomi all amounts due and outstanding as of
the date of such termination, (iii) Inktomi shall remove within two months all
tags and other information implemented on URLs contained in the Database as part
of the Services hereunder and shall discontinue using the N2H2 Filter List and
N2H2 Word List, and (iv) each party shall return to the other party, or destroy
and certify the destruction of, all Confidential Information of the other party.

               10.5 Survival. In the event of any termination or expiration of
this Agreement for any reason, Sections 1, 2.4, 2.5, 4, 6, 7, 8, 9, 10 and 11
shall survive termination. Neither party shall be liable to the other party for
damages of any sort resulting solely from terminating this Agreement in
accordance with its terms.

               10.6 Remedies. Each party acknowledges that its breach of
Sections 2.2, 2.6 or 7 would cause irreparable harm to the other party, the
extent of which would be difficult to ascertain. Accordingly, each party agrees
that, in addition to any other remedies to which the other party may be legally
entitled, such party shall have the right to obtain immediately injunctive
relief in the event of a breach of such sections by the other party or any of
its officers, employees, consultants or other agents.

        11.    Miscellaneous.

               11.1 Capacity. Each party warrants that it has full power to
enter into and perform this Agreement, and the person signing this Agreement on
either party's behalf has been duly authorized and empowered to enter in such
agreement. Each party further acknowledges that it has read this Agreement,
understands it and agrees to be bound by it. Each party acknowledges that such
party has not been induced to enter into such agreements by any representations
or statements, oral or written, not expressly contained herein or expressly
incorporated by reference.

               11.2 Notice. Any notice required for or permitted by this
Agreement shall be in writing and shall be delivered as follows with notice
deemed given as indicated: (i) by personal delivery when delivered personally,
(ii) by overnight courier upon written verification of receipt, (iii) by
telecopy or facsimile transmission when confirmed by telecopier or facsimile
transmission report, or (iv) by certified or registered mail, return receipt
requested, upon verification of receipt. All notices must be sent to the
addresses first described above or to such other address that the receiving
party may have provided for the purpose of notice in accordance with this
Section.

               11.3 Assignment. Neither party may assign its rights or delegate
its obligations under this Agreement without the other party's prior written
consent, except to the surviving entity in a merger or consolidation in which it
participates or to a purchaser of all or substantially all of its assets, so
long as such surviving entity or purchaser shall expressly assume in writing the
performance of all of the terms of this Agreement.

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

               11.5 Governing Law. This Agreement will be governed and
construed, to the extent applicable, in accordance with United States law, and
otherwise, in accordance with California law, without regard to conflict of law
principles. Any dispute or claim arising out of or in connection with this
Agreement shall be finally settled by binding arbitration in San Mateo County,
California under the Commercial Rules of the American Arbitration Association by
one

arbitrator appointed in accordance with said rules. Judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the above, either party may apply to a court of
competent jurisdiction for injunctive or equitable relief.

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

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

               11.8 Compliance with Law. Each party shall be responsible for
compliance with all applicable laws, rules and regulations, if any, related to
the performance of its obligations under this Agreement.

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

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

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

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

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

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

N2H2, INC.                                   INKTOMI CORPORATION

By:     /s/ PETER H. NICKERSON               By:     /s/ JERRY KENNELLY
   --------------------------------             --------------------------------

Name:    Peter H. Nickerson                  Name:   Jerry Kennelly
     ------------------------------               ------------------------------

Title:   President                           Title:  CFO
      -----------------------------                -----------------------------

                                    EXHIBIT A

                                    SERVICES
Filtering Services

        The Filtering Services consist generally of data mining services and
Database tagging services.

        The data mining services consist of the following: * .

        The mechanics and process for accomplishing the Database tagging
activities consist of the following

                                   [GRAPHIC]

        * :                   * .

        * :                   * .

(*) = Information has been omitted pursuant to a request for confidential
      treatment and has been filed separately with the Securities Exchange
      Commission.

                              * .

        *:                    * .

        *:                    * .

        *:                    * .

        *:                    * .

        Inktomi's sole obligation and responsibility in connection with the
Filtering Services is to work with N2H2 as specified above to *.

        The estimated schedule for the setting up the Database tagging process
described above is as follows:

(*) = Information has been omitted pursuant to a request for confidential
      treatment and has been filed separately with the Securities Exchange
      Commission.

Inktomi begins N2H2 development:         Contract signing
Inktomi begins QA:                       One month following contract signing
Production process
 and initial Database tagging:           Two months following contract signing
Production Database is full tagged:      Three months following contract signing

        All information provided by Inktomi and N2H2 to one another in
connection with the Filtering Services described above will be provided
electronically through the ftp site or in another format mutually agreed to by
Inktomi and N2H2

Search Services

        Inktomi shall use the Inktomi Search Engine to crawl the Internet,
download and analyze text and other data, sort and organize the data, create an
index of accessible data, and, after receiving a particular search request from
an end-user through the Site (in the form of a word query), locate material
accessible in the Database (as tagged in accordance with the Filtering
Services), and present the results of the search to the end user. The
functionality specifications and performance criteria applicable to such
services are as follows:

Functionality Specifications:

- -   Minimum 60 million document searchable Web index

- -   Ability to search by file type, including image, audio, shockwave, java,
    acrobat, video, vrml, javascript, VB script

- -   Ability to search by full text and phrase, and search with Boolean operators

- -   Ability to construct a search query which search by second level domain
    document title modification dates and document contents

- -   Ability to selectively refine search query to limit or expand results

- -   Porn filter

Performance Criteria

- -   Size of Database               Minimum 60 million documents

- -   Database Freshness             Object is minimum 17 updates per year
                                   (approximately every 3 weeks may vary
                                   depending on operational circumstances)

- -   Uptime/Downtime                Minimum 98% uptime (2% downtime) over monthly
                                   windows. Downtime = any 1 minute period in
                                   which Inktomi Technology processes no
                                   requests.

- -   Query/Response Speed           Average speed <= 1 second ("sub-second"
                                   response time)

        Once a month, Inktomi will provide standard crawl and uptime reports to
N2H2.

 

Basic Info X:

Name: SEARCH ENGINE SERVICES AGREEMENT
Type: Services Agreement
Date: May 14, 1999
Company: N2H2 INC
State: Washington

Other info:

Date:

  • January 19 , 1998
  • January 31 , 1998
  • July 1 , 1998
  • October 31 , 1998
  • December 31 , 1998

Organization:

  • Search Engine Services
  • South Norfolk Street
  • N2H2 , Inc.
  • Search Related Pages
  • Exhibit A. Inktomi
  • Definition of Confidential Information
  • Inktomi Data Protocol
  • Interface Construction Tools
  • Treatment of Confidential Information
  • Third Party Beneficiaries
  • Commercial Rules of the American Arbitration Association
  • Information Services Agreement
  • SERVICES Filtering Services The Filtering Services
  • Securities Exchange Commission
  • N2H2 Search Services Inktomi
  • Inktomi Search Engine

Location:

  • Seattle
  • Washington
  • U.S
  • United States
  • San Mateo County
  • California
  • java

Money:

  • $ *

Person:

  • Peter H. Nickerson
  • Jerry Kennelly

Percent:

  • * %
  • ten percent 10 %
  • five percent 5 %
  • 98 %
  • 2 %