Sample Business Contracts


Portal Services Agreement - Inktomi corp. and BeFirst Internet Corp.

Services Forms


                            PORTAL SERVICES AGREEMENT

     This Portal  Services  Agreement  (this  "Agreement") is entered into as of
June 18, 1999 (the  "Effective  Date"),  by and between Inktomi  Corporation,  a
Delaware  corporation with its principal place of business at 1900 South Norfolk
Street, Suite 310, San Mateo, California, 94403 ("Inktomi") and BeFirst Internet
Corporation, a Delaware corporation, with its principal place of business at 121
West 27th Street, Suite 903, New York, New York 10001 ("Customer").

                                    RECITALS

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

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

     NOW THEREFORE, Inktomi and Customer agree as follows:

                                    AGREEMENT

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

     2. Provision of Services.

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

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

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

          2.4.  Nonexclusive  Services.  Customer  understands that Inktomi will
     provide the Services on a nonexclusive  basis.  Customer  acknowledges that
     Inktomi has  customized  and  provided,  and will continue to customize and
     provide, its software and technology to other parties for use in connection
     with a variety  of  applications,  including,  without  limitation,  search
     engine,  e-commerce  and  communication   applications.   Nothing  in  this
     Agreement  be deemed to limit or  restrict  Inktomi  from  customizing  and
     providing  its software and  technology to other parties for any purpose or
     in any,  way,  affect the rights  granted  to such other  parties.  Inktomi
     reserves  the  right to  notify  other  customers  of the  signing  of this
     Agreement, but agrees not to provide such notice earlier than two (2) weeks
     before a public announcement by Customer of its business  relationship with
     Inktomi or two (2) weeks before  commercial launch of a Service provided by
     Inktomi under this Agreement. whichever is later. Customer may not make any
     public announcement involving Inktomi without Inktomi approval.

     3. Intellectual Property Licenses/Ownership.

          3.1.   Trademark   Licenses.   Inktomi   hereby   grants   Customer  a
     nontransferable, nonexclusive license to display the Inktomi Icon solely as
     required  in order to  comply  with its  attribution  obligations  for each
     Service. Customer hereby grants to Inktomi a nontransferable,  nonexclusive
     license  under  Customer's  trademarks  during the Term to  advertise  that
     Customer is using  Inktomi's  services.  Promptly  following  the Effective
     Date,  each  party  will  provide to the other  party its  trademark  usage
     guidelines,  as such  guidelines may be amended from time to time. All uses
     of trademarks as set forth


                                       -2-
<PAGE>


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

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

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

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

          4.2.  Inktomi   Obligations.   Inktomi's  sole  obligation  under  the
     foregoing warranties is to use reasonable efforts to correct any portion of
     the Inktomi  Technology  or its business  practices  that does not meet the
     foregoing  warranties  within a reasonable  period of time,  and if Inktomi
     fails to do so, then Customer shall have the right to immediately terminate
     this  Agreement  and  receive  as a sole  remedy  a refund  of all  amounts
     advanced  by  Customer  for  the  Agreement  following  the  date  of  such
     termination.

          4.3.  Customer  Warranties.  Customer  warrants  that: (i) it has full
     power and  authority  to enter into this  Agreement:  (ii) it will seek all
     necessary governmental approvals required to effectuate this Agreement; and
     (iii) it shall perform the online services provided by Customer through the
     Site in accordance  with all federal.  state and local laws,  including all
     professional registration requirements


                                       -3-
<PAGE>


     related thereto.  CUSTOMER MAKES NO OTHER  WARRANTIES OF ANY KIND,  WHETHER
     EXPRESS,  IMPLIED,  STATUTORY OR OTHERWISE,  INCLUDING  WITHOUT  LIMITATION
     WARRANTIES  OF   MERCHANTABILITY,   FITNESS  FOR  A  PARTICULAR   USE,  AND
     NONINFRINGEMENT.

     5. Payments.

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

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

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

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

     6. Confidentiality.

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

          6.2.  Treatment  of  Confidential  Information.  Each party  agrees to
     protect the other party's  Confidential  Information  in the same manner as
     such party  protects  its own  Confidential  Information  of  substantially
     similar  proprietary  value, but in no case less than with reasonable care.
     Each party  agrees  that it will use the  Confidential  Information  of the
     other party only for the purposes of this


                                       -4-
<PAGE>


     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: (1) 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.

          6.3. No Other Confidential  Information.  Neither party shall have any
     obligation  under this Section 6 for  information  of the other party which
     the receiving party can  substantiate  with  documentary  evidence that has
     been or is: (1) 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;  or (iv) known to the  receiving  party
     prior to its receipt from the disclosing party.

     7. Indemnification.

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

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

     8. Limitation of Liability.  TO THE MAXIMUM EXTENT  PERMITTED BY APPLICABLE
LAW,  IN NO EVENT WILL THE TOTAL  LIABILITY  OF INKTOMI  AND ITS  LICENSORS  AND
SUPPLIERS  ARISING  OUT OF THIS  AGREEMENT  EXCEED  THE NET AMOUNT  INKTOMI  HAS
ACTUALLY  RECEIVED FROM CUSTOMER UNDER THIS  AGREEMENT OVER THE PREVIOUS  TWELVE
(12) MONTHS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INKTOMI AND ITS
LICENSORS  AND  SUPPLIERS  SHALL NOT BE LIABLE FOR ANY LOST  PROFITS OR COSTS OF
PROCUREMENT  OF  SUBSTITUTE  GOODS OR SERVICES,  OR FOR ANY  INDIRECT,  SPECIAL,
INCIDENTAL OR CONSEQUENTIAL  DAMAGES,  INCLUDING DAMAGES FOR LOST DATA,  HOWEVER
CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT,
PRODUCTS LIABILITY,  STRICT LIABILITY AND NEGLIGENCE,  AND WHETHER OR NOT IT WAS
OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE  POSSIBILITY  OF SUCH DAMAGE.  THESE
LIMITATIONS SHALL APPLY  NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.


                                       -5-
<PAGE>


     9. Term and Termination.

          9.1.  Term.  The term of this Agreement (the "Term") shall commence on
     the  Effective  Date and shall  continue in force until the  expiration  or
     termination of the last Service.

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

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

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

          9.5.  Survival.  In the event of any termination or expiration of this
     Agreement  for any  reason,  Sections  1, 3, 4,  5.2,  6, 7 (to the  extent
     designated  to survive in the  applicable  Exhibit),  8, 9, 10 and 11 shall
     survive termination or expiration of this Agreement. Neither party shall be
     liable to the other  party for  damages or  equitable  remedies of any sort
     resulting  solely from  terminating  this Agreement in accordance  with its
     terms.

          9.6.  Remedies.  Each  party  acknowledges  that  its  breach  of  the
     confidentiality or service/license  restrictions contained herein may cause
     irreparable harm to the other party, the extent of which would be difficult
     to ascertain. Accordingly, each party agrees that, in addition to any other
     remedies to which the other party may be legally entitled, such party shall
     have the  right to seek  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.

     10. Miscellaneous.

          10.1.  Understanding.  Each party  acknowledges  that it has read this
     Agreement.  understands  it  and  agrees  to be  bound  by it.  Each  party
     acknowledges  that  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.

          10.2.  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.


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<PAGE>


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

          10.4. 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.

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

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

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

          10.8.  Compliance  with  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.

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

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

          10.11.  Severability.  If any provision of this Agreement is held by a
     court of competent jurisdiction to be contrary to law, 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.


                                       -7-
<PAGE>


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

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

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

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

BeFirst Internet Corporation                           INKTOMI CORPORATION


By:  /s/ Craig Pisaris Henderson                       By:  /s/ Jerry Kennelly
    -------------------------------                         --------------------

Name:    Craig A. Pisaris Henderson                    Name: Jerry Kennelly
      -----------------------------                          -------------------

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


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<PAGE>


                                   EXHIBIT A-I
                                     TO THE
                            PORTAL SERVICES AGREEMENT
                  For BeFirst Internet Corporation ("Customer")
                             GENERAL SEARCH SERVICES

Customer's Site or Sites ("Site") shall be designated as follows:

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

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

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

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

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

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

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

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

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


                                      A1-1
<PAGE>


          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 all Search Pages, Results Pages,  instruction pages,  frequently
     asked questions pages and any Site end user terms and guidelines.

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

          1.10.  "Results Pages" means all Web pages  displaying  search results
     presented  to  endusers  directly  as  a  result  of  accessing  the  query
     mechanisms of the Inktomi Search Engine.

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

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

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

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

     2. Provision of General Search Services: Site Implementation.

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


                                      A1-2
<PAGE>


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

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

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

     3. Customer Obligations.

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

          3.2.   Attribution.   All  Search   Pages  and  Results   Pages  shall
     conspicuously  display  an icon to be  provided  by Inktomi  (the  "Inktomi
     Icon") that indicates that Inktomi's  technology is being used. The Inktomi
     Icon shall  measure at least 41 x 126 pixels and shall  provide a link to a
     page of Inktomi's choice on Inktomi's Web site located at  www.Inktomi.com.
     The  placement of the Inktomi  Icon on the Web page shall be at  Customer's
     discretion.

     4. Intellectual Property Licenses/Ownership.

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

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


                                      A1-3
<PAGE>


          4.3. Usage Data. The Usage Data belongs to Customer,  provided however
     that lnktomi shall have the right,  during the term of this  Agreement,  to
     use and  redistribute  the Usage  Data  solely  for the  purpose of billing
     Customer  for the  queries  and for  ascertaining  trends  and  demographic
     preferences which can be used for targeting certain marketing  campaigns at
     end users.

     5. Payment.

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

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

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

     7. Term.  The term of this  Exhibit (the "Term")  shall  commence  upon the
Effective  Date and shall  continue  in force  for a period of three (3)  years,
thereafter  unless  otherwise  terminated  in  accordance  with the terms of the
Agreement.

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

BeFirst Internet Corporation                           INKTOMI CORPORATION


By: /s/ Craig Pisaris Henderson                        By: /s/ Jerry Kennelly
    -----------------------------                          ---------------------

Name: Craig A. Pisaris Henderson                       Name:  Jerry Kennelly
      ---------------------------                            -------------------

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


                                      A1-4
<PAGE>


                                  ATTACHMENT A
                                       TO
                                   EXHIBIT A-1
                             GENERAL SEARCH SERVICES

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

General Search Services

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

     Functionality Specifications:

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

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

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

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

     o    Search on included file type, by file extension

     o    Search on specific script language, covering Javascript and Vbscript

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

     o    Grammatical stemming

     o    Search by language

     o    Case sensitivity support

     o    Pornography filtration

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

     Performance Criteria

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


                                      AA1-1
<PAGE>


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

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

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

Reports

     Once a month,  Inktomi will provide  standard  crawl and uptime  reports to
Customer for the General Search Services.

Production Schedule

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


                                      AA1-2
<PAGE>


                                   SCHEDULE 1
                                     TO THE
                            PORTAL SERVICES AGREEMENT

                             SUPPORT GUIDELINES FOR
                                 GENERAL SEARCH

Definitions.

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

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

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

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

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

1.   Contact points.

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

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

2.   Support procedures.

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

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


                                      S1-1
<PAGE>


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

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

3.   Support levels.

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

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

<TABLE>
<CAPTION>
=============================================================================================================================
                                                               Target response
Receipt of email                Type of email                  Time from email                 Target Fix Time and
request                         request                        receipt                         Reporting
-----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                            <C>                             <C>
During business hours           Problem                        Within one business             Commercially
or other times                                                 day                             reasonable best
                                                                                               efforts with weekly
                                                                                               status reports to
                                                                                               Customer
-----------------------------------------------------------------------------------------------------------------------------
During the hours                Severe Problem                 Within two hours                Commercially
between 6:00 a.m.                                                                              reasonable best
and 9:00 p.m. Pacific                                                                          efforts with daily
time                                                                                           status reports to
                                                                                               Customer
-----------------------------------------------------------------------------------------------------------------------------

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


                                      S1-2
<PAGE>


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

               Steve Crusenberry    -     Search Engine Technical Operations
               Troy Toman           -     Director of Partner Services
               Alex Edelstein       -     General Manager, Search Business Unit
               Dick Pierce          -     Vice President Marketing
               Dave Peterschmidt    -     CEO


                                      S1-3
<PAGE>


                                   SCHEDULE 2
                                     TO THE
                            PORTAL SERVICES AGREEMENT

                                  SERVICE FEES

     1. Information  Service Fee.  Customer shall pay Inktomi a base information
services fee of $50,000 per year.  For the first year under the  Agreement,  the
base information  services fee shall be paid as follows: 1/4 of the fee shall be
paid within  thirty (30) days of execution of the  Agreement  and 1/4 of the fee
shall be paid on the last day of each  full  calendar  quarter  thereafter.  For
subsequent  years,  the base  information  services  fee  shall be paid in equal
monthly installments on the last day of each month.

     2. Per Search  Query  Service Fee. In addition to the  information  service
fees set forth above,  Customer shall pay Inktomi monthly per-query service fees
based on the total  number of Results  Sets  served  during the month for search
queries. These fees equal:

     (A)  the total  number of Results Sets served  during the month  divided by
          the total number of days in such month  ("Average  Daily  Results Sets
          Served").

     (B)  multiplied  and  added  in  accordance  with the  following  graduated
          schedule

     For the first 500,000 Average Daily
       Results Sets Served                   $.0034 per Results Sets Served
     For the next 500,000 Average Daily
       Results Sets Served                   $.0032 per Results Sets Served
     For all Average Daily
       Results Sets Served over 1 million    $.0030 per Results Sets Served

     (C)  multiplied by the total number of days in such month.

     (D)  The Average Daily Result Set shall consist of 20 results per set.

     The total per-query service fees payable by Customer shall not be less than
$130,000  for the first Year of the Term:  $150,000  for the second  Year of the
Term;  and $170,000 for the third year of the Term. For the first year under the
Agreement,  this minimum shall be paid as follows: 1/4 of the annual minimum fee
shall be paid within seven (7) days of execution of the Agreement and 1/4 of the
fee shall be paid on the last day of each full calendar quarter thereafter.  For
subsequent  years, the annual per-query  minimums shall be paid in equal monthly
installments on the last day of each month.  All such minimum  payments shall be
credited against monthly per-query service fees otherwise due and payable.

     3. All  Services.  The service fees set forth above are for General  Search
Services provided by Inktomi as such Services are contemplated in the applicable
Exhibit.  The total  aggregate  annual  minimum fees due to Inktomi as set forth
above, shall be $180,000 for the first year of the Term, $200,000 for the second
year of the Term; and $220,000 for the third year of the Term.


                                      S1-4

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