ASK JEEVES INC
EXHIBIT 10.39
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<TYPE>EX-10.39
<SEQUENCE>6
<FILENAME>a2043625zex-10_39.txt
<DESCRIPTION>EXHIBIT 10.39
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                                                                   Exhibit 10.39

July 24, 2000


Adam Klein
7 Lowell Street
Cambridge, MA 02138

Dear Adam;

Ask Jeeves would like to offer you the position of President, Ask Jeeves Inc.
reporting to Robert Wrubel, Chief Executive Officer. This position is a full
time, regular, exempt position and will be based out of Emeryville, CA. Your
target hire date will be determined upon the acceptance of this offer. Details
of your offer are outlined below.

RESPONSIBILITIES
As President, you will be responsible for the Profit and Loss (P&L) of all
business lines at Ask Jeeves, Inc. Since Ask Jeeves is a high-growth company,
your responsibilities may change as needed to further the business goals of the
company.

DIRECT REPORTS
Key business functions necessary for your P&L responsibility will report
directly to you, as will be determined upon your start.

BASE SALARY
Your starting annual salary will be $250,000.00, paid on the 15th and last
working day of each month, in accordance with the company's normal payroll
procedures. Ask Jeeves will review your base salary at the end of the fiscal
(calendar) year.

HIRE-ON BONUS
Ask Jeeves has agreed to pay you a hire-on bonus of $100,000 over the next
twelve months. This will be paid in $25,000 increments at the beginning of each
quarter. If you terminate your employment at Ask Jeeves prior to twelve months
from your first day of work, you agree to refund that bonus to the company on a
pro-rated basis.

EXECUTIVE BONUS PLAN
As a member of the Executive Management Team, you will be eligible to
participate in the Executive Bonus Program. You would be eligible for a bonus of
up to 75% of your base earnings upon successful completion of agreed upon key
imperatives. Bonus payments would be prorated for the balance of the year and
are paid on a quarterly basis. Details of the Executive Bonus Plan will be
provided to you within the first 30 days of your employment and is subject to
change by Ask Jeeves Compensation Committee at any time based on changing
business conditions.



EMPLOYMENT OFFERS MUST BE SIGNED ONLY BY THE VP OF HUMAN RESOURCES OR AN OFFICER
OF ASK JEEVES INC. ALL OTHER SIGNATURES WILL CAUSE THIS AGREEMENT TO BE INVALID.
   ANY EDITS OR ALTERATIONS TO THESE CONTRACT MAY INVALIDATE THIS AGREEMENT.
                                  PAGE 1 OF 5

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STOCK OPTIONS
Subject to approval by the Board of Directors of Ask Jeeves, you will be granted
400,000 options to purchase stock in Ask Jeeves, Inc. Your options will vest
over a period of four years, with 25% of the shares vesting on the first
anniversary of your employment, and the remaining shares vesting in 36 equal
monthly installments thereafter, at the end of each month thereafter during
which you remain an active regular employee of Ask Jeeves. The exercise price of
your options will be the closing price on your official first day of work at Ask
Jeeves.

An additional 100,000 options will be granted to you upon successful completion
of specified business targets within the first six months of your employment.
These additional options will not be considered in the calculation of an annual
option refresh. The vesting terms of these options will be the same as those
mentioned above. The exercise price of these options will be the closing price
on the date of grant.

All options grants mentioned in this agreement have a term of ten years.

You must return a copy of your signed Offer Letter to Human Resources by no
later than your first day of work in order for us to process your Stock Option
Agreement.

CHANGE OF CONTROL AND SEVERANCE
In the event that there is a Change of Control (as defined below) of the company
and there has been a constructive termination of your employment (or a material
change in your duties or responsibilities), then 50% of your unvested stock
options would immediately vest.

Further, in the event of termination from the company without Cause (as defined
below) during your first 18 months of employment, you would be entitled to
severance payments equal to 12 months of your base salary plus vesting of
options through the severance payment period. The Compensation Committee will
review the severance plan for executives during the next six months. Should
these terms be more favorable than those detailed here, you will automatically
move to the terms of the new plan.

For the purpose of this Offer Letter, Change in Control means: (i) a dissolution
or liquidation of the Company; (ii) a sale, lease or other disposition of all or
substantially all of the assets of the Company, other than a sale, lease or
other disposition by the Company of all or substantially all of the Company's
assets to an entity, at least fifty percent (50%) of the combined voting power
of the voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company immediately
prior to such sale; (iii) a merger or consolidation in which the Company is not
the surviving corporation and in which beneficial ownership of securities of the
Company representing at least fifty percent (50%) of the combined voting power
entitled to vote in the election of Directors has changed; (iv) a reverse merger
in which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other


EMPLOYMENT OFFERS MUST BE SIGNED ONLY BY THE VP OF HUMAN RESOURCES OR AN OFFICER
OF ASK JEEVES INC. ALL OTHER SIGNATURES WILL CAUSE THIS AGREEMENT TO BE INVALID.
   ANY EDITS OR ALTERATIONS TO THESE CONTRACT MAY INVALIDATE THIS AGREEMENT.
                                   PAGE 2 OF 5

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property, whether in the form of securities, cash or otherwise, and in which
beneficial ownership of securities of the Company representing at least fifty
percent (50%) of the combined voting power entitled to vote in the election of
Directors has changed; (v) an acquisition by any person, entity or group within
the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable
successor provisions (excluding any employee benefit plan, or related trust,
sponsored or maintained by the Company or subsidiary of the Company or other
entity controlled by the Company) of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least fifty percent
(50%) of the combined voting power entitled to vote in the election of
Directors; or (vi) in the event that the individuals who, as of the date of
adoption of the Plan, are members of the Company's Board (the "Incumbent
Board"), cease for any reason to constitute at least fifty percent (50%) of the
Board. (If the election, or nomination for election by the Company's
stockholders, of any new Director is approved by a vote of at least fifty
percent (50%) of the Incumbent Board, such new Director shall be considered to
be a member of the Incumbent Board in the future.)

For the purpose of this Offer Letter, Cause shall mean the occurrence of any of
the following (and only the following): (i) your indictment or conviction of any
felony or of any crime involving dishonesty; (ii) your participation in any
fraud against the Company; (iii) your material breach of your duties to the
Company, including persistent unsatisfactory performance of your job; (iv) your
material violation of your proprietary information agreement or other material
agreement with the Company; or (v) your intentional damage to any property of
the Company.

RELOCATION ALLOWANCE
Ask Jeeves agrees to reimburse you for all applicable relocation and moving
expenses up to a total of $150,000.00. Relocation expenses will include all
related expenses incurred due to your actual physical move to the Bay Area from
Cambridge, MA and temporary living expenses and travel associated with the move.
Our relocation consultants will be in contact with you after acceptance of this
offer to assess your move requirements and estimate the total cost of your
relocation and temporary living accommodations. All relocation expenses will be
subject to the applicable payroll taxes. Please work with Human Resources so
that we can connect you with our Relocation Consultants at the appropriate time.

OTHER EMPLOYMENT BENEFITS
Ask Jeeves provides you a comprehensive compensation and benefits package. If
you choose to participate in the Ask Jeeves health benefit program, the benefits
become effective on your hire date. Information detailing these items will be
provided to you at the new hire orientation. I will mail an employee benefit
packet to your home and you can also visit our benefit site at
WWW.BENEFITSITE.COM. The login is "ask" and the password is "benefits." This
will give you comprehensive information on all our benefit plans.

EMPLOYMENT OFFERS MUST BE SIGNED ONLY BY THE VP OF HUMAN RESOURCES OR AN OFFICER
OF ASK JEEVES INC. ALL OTHER SIGNATURES WILL CAUSE THIS AGREEMENT TO BE INVALID.
   ANY EDITS OR ALTERATIONS TO THESE CONTRACT MAY INVALIDATE THIS AGREEMENT.
                                  PAGE 3 OF 5

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AT-WILL EMPLOYMENT STATUS
Your employment with Ask Jeeves is "at will." This means that if you accept this
offer of employment from Ask Jeeves, Ask Jeeves may terminate your employment
for any reason at any time, with or without notice, and with or without cause.
Similarly, you are free to resign at any time, for any reason or for no reason.

TERMS AND CONDITIONS OF EMPLOYMENT
You and the Company agree that any dispute relating to or arising out of your
employment relationship, except for disputes relating to or arising out of the
obligations set forth in your Confidential Information and Invention Assignment
Agreement shall be fully and finally resolved by mandatory, binding arbitration
conducted by JAMS ("JAMS") in San Francisco County pursuant to JAMS'
Comprehensive Arbitration Rules and Procedures in effect at the time of the
dispute.

CONDITIONS OF OFFER
This offer of employment is contingent upon the following:
|_|  You signing this offer letter and all referenced agreements, including,
     but not limited to: the Non-Compete, Confidential Information and
     Invention Assignment Agreement, and the Emergency Contact form.
|_|  Compliance with the Employee Handbook.
|_|  Your submission of appropriate documentation of employment eligibility in
     the United States.
|_|  The satisfactory outcome of reference checks.

The above are conditions of your employment even if you begin work before all
conditions are met.

ACCEPTANCE OF OFFER
If you choose to accept this offer of employment pursuant to the terms set forth
above, please sign and date this letter. Fax this signed document to
510-985-7424 attn: Ingrid Guevara and then forward the original documents to
Human Resources, 5858 Horton St., Ste. 350, Emeryville, CA 94608 on your first
day of work. This offer will be effective until August 4, 2000, and will be
voided after this date.

Rob, your reporting manager, as well as your immediate and company-wide team
members are very excited about the contributions we expect you will make to our
organization.

If you have any further questions, please contact me directly on my cell phone
at 510-333-9616 or at my office.



EMPLOYMENT OFFERS MUST BE SIGNED ONLY BY THE VP OF HUMAN RESOURCES OR AN OFFICER
OF ASK JEEVES INC. ALL OTHER SIGNATURES WILL CAUSE THIS AGREEMENT TO BE INVALID.
   ANY EDITS OR ALTERATIONS TO THESE CONTRACT MAY INVALIDATE THIS AGREEMENT.
                                   PAGE 4 OF 5

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Sincerely,


Ingrid Guevara
Vice President, Human Resources

cc:  File
     Manager

: Enclosures


I agree and accept the terms of this employment offer.



-------------------------------------
Signature                Date




This will be my first day of work at Ask Jeeves: ______________




EMPLOYMENT OFFERS MUST BE SIGNED ONLY BY THE VP OF HUMAN RESOURCES OR AN OFFICER
OF ASK JEEVES INC. ALL OTHER SIGNATURES WILL CAUSE THIS AGREEMENT TO BE INVALID.
   ANY EDITS OR ALTERATIONS TO THESE CONTRACT MAY INVALIDATE THIS AGREEMENT.
                                  PAGE 5 OF 5
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