STOCK PURCHASE AGREEMENT


             


            THIS
            STOCK PURCHASE AGREEMENT (this "Agreement") is entered into by and between
            FinancialContent, Inc., a Delaware corporation ("Seller"), the sole shareholder of
            FinancialContent Services, Inc., a Delaware corporation (the
            “Corporation”), Jade Special Strategy, LLC, a Delaware limited liability
            company (“Lender”), and Wing Yu, an individual ("Purchaser").


             


            
            RECITALS:


             


            
            WHEREAS, the Corporation operates a content syndication service through
            which it aggregates and distributes data, news and editorial content in audio, video
            and text formats via a hosted online solution (the "Online Platform Business");
            and


             


            
            WHEREAS, the Seller is the record owner and holder of all of the issued
            and outstanding shares of the capital stock of the Corporation, which Corporation has
            issued capital stock of 5,714,286 shares of $ .001 par value common stock,
            and


             


            
            WHEREAS, the Purchaser desires to purchase all of the issued and
            outstanding capital stock of the Corporation (referred to as the "Corporation's
            Stock"), and the Seller desires to sell or cause to be sold all of the Corporation's
            Stock, upon the terms and subject to the conditions hereinafter set forth;
            and


             


            
            WHEREAS, on February 13, 2006, the Seller executed a Note and Warrant
            Purchase Agreement and Exhibits attached thereto (the “Purchase Agreement”)
            with the Lender. Pursuant to the terms of the Purchase Agreement the Company sold to
            the Lender three senior secured convertible promissory notes dated on or about February
            13, 2006 (“Note 1”), March 31, 2006 (“Note 2”), and on June 9,
            2006 (“Note 3”), in the amounts of $350,000.00, $350,000.00 and
            $300,000.00, respectively, with each having a maturity date two years from the date of
            issuance (collectively the “Note” or “Notes”) and otherwise
            having identical terms and conditions; and


             


            
            WHEREAS, under the term of the Notes, the Notes are secured by the
            assets of the Seller (the “Security Agreement”); and


             


            
            WHEREAS, under the terms of the Notes, as amended, the Seller is
            indebted to the Lender and there is now due and owing by the Seller to the Lender an
            aggregate amount of $1,165,000.00, not inclusive of interest (the "Existing Debt") and
            the amount due thereon is in default as of March 24, 2008; and


             


            
            WHEREAS, upon the Closing Date, as defined below, the Lender shall
            further enter into that certain Assignment and Assumption and Release Agreement with
            respect to the Existing Debt, pursuant to which the Seller shall assign the Existing
            Debt to the Corporation, the Corporation shall assume the Existing Debt and the Lender
            shall consent to the assignment by the Seller and assumption by the Corporation of the
            Existing Debt.


             


            
            AGREEMENT


             


            
            -1-


             

            
            

            

            NOW,
            THEREFORE, Seller and Purchaser, respectively, for good and valuable consideration as
            provided herein below, the sufficiency of which is hereby acknowledged and intending to
            be legally bound, in order to induce each other party to execute and perform the
            obligations contemplated by this Agreement and the Assignment and Assumption and
            Release Agreement, substantially in the form of Exhibit A attached hereto, and
            incorporated herein by reference, hereby agree as follows:


             


            
            ARTICLE I


             


            
            TRANSFER OF STOCK


             


            
            1.1       
            Transfer of Stock. Subject to the terms and
            conditions set forth herein, Seller shall transfer, assign and deliver to Purchaser and
            Purchaser shall accept and acquire from Seller, all of the Corporation’s Stock
            including without exception all of the assets and liabilities of the Corporation. The
            Purchaser acknowledges and agrees that as the current chief executive officer of the
            Corporation he is in possession of a list of all of the Corporation’s
            liabilities. The assets of the Corporation include the following:


             


            
            (a)       All of Corporation’s
            right, title and interest in and to the Online Platform Business, including, all of the
            Corporation’s current customer licenses, contracts, records, software, billing
            data and other materials (including, without limitation, all claims and actions in
            respect of the foregoing, collectively, the "Assigned Contracts") relating to the
            Online Platform Business. The Purchaser acknowledges and agrees that as the current
            chief executive officer of the Corporation that he is in possession of all of the
            Corporation’s Assigned Contracts.


            
             


            
            (b)       All of the Corporation’s
            right, title and interest in and to: (i) the names "FinancialContent Services" and
            "FinancialContent" together with all related logos and the Corporation’s right,
            title and interest, if any, to or in any indicia of identity of the Online Platform
            Business as the Corporation may possess, (ii) the software programs and applications
            encompassing the entire Online Platform Business, (iii) all databases, precursors,
            portions and work in progress with respect thereto and all inventions, works of
            authorship, technology, information, know-how, materials and tools relating thereto or
            to the development, support or maintenance thereof and (iv) all copyrights, patent
            rights, trade secret rights, trademark rights, mask works rights and all other
            intellectual and industrial property rights of any sort and all business, contract
            rights, and goodwill in, incorporated or embodied in, used to develop, or related to
            any of the foregoing (collectively "Intellectual Property"). Seller shall within
            reasonable period of time from the execution of this Agreement, amend its Certificate
            of Incorporation to change the corporate name to any name other than
            FinancialContent.


             


            
            (c)       All lead sheets, lead sheet
            databases, files, indexes, surveys, reports, analyses, records, market research, other
            consulting and/or marketing studies and similar information.


            
             


            
            (d)       All promotional and sales
            solicitation and training materials in hard copy, CD-ROM and/or current electronic form
            relating to the Technology.


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            All prepaid expenses associated with the
                            Technology.

                        


            


            
             


            
            -2-

            
            

            

             


            
            (f)        All goodwill of the
            Online Platform Business, together with the right of the Corporation to modify, extend,
            terminate or otherwise amend the Contracts (defined below).


            
             


            
            (g)       All finished products,
            work-in-process, fixtures and furniture, personal computers (including all software to
            the extent assignable), procedure manuals, and any telephone equipment and related
            controllers/switches, telecopier machines, photocopiers and certain office supplies
            located at the Corporation's offices in Foster City, California and server co-location
            located in San Francisco, California.


            
             


            
            (h)       All of the Corporation’s
            rights in the following domain names and their subdomains: (1) "www
            financialcontent.com", “www.streetiq.com”, and (2) any other domain names
            related to the Online Platform Business (collectively, the "Domain Names").


            
             


            
            (i)        All other property
            and rights of every kind and nature owned or held by the Corporation that relate
            primarily to the operation of the Online Platform Business.


             


            
            1.2       
            Closing. The Closing shall occur two
            business days after the written consent of Stockholders of the Seller shall have become
            effective which shall become effective on the twentieth day following the filing of a
            definitive proxy statement by the Corporation with the Securities and Exchange
            Commission (the “Closing Date”) and shall occur on such day at 1:00 p.m. at
            the offices of the Corporation, 101 Lincoln Centre Drive, Suite 410, Foster City,
            California 94404, or at such other time and place as the parties mutually agree in
            writing. At the Closing, the parties hereto shall deliver the consideration set forth
            below under Article II below and as set forth under the Assignment and Assumption and
            Release Agreement.


             


            
            1.3       
            Delay in Closing. In the event the Closing
            does not take place by August 31, 2008, Lender has the right to terminate its
            obligations and forbearance hereunder and in the documents related hereto by written
            notice to the other parties hereto.


             


            
            ARTICLE II


             


            
            CONSIDERATION; ALLOCATION OF COSTS


             


            
            2.1       Consideration for Transfer
            of Corporation’s Stock; In
            exchange for the transfer by Seller of the Corporation’s Stock to Purchaser,
            which transfer is hereby consented to by the Lender, the Seller shall assign and
            transfer the Existing Debt to the Corporation, the Corporation shall assume the
            Existing Debt, and the Lender agrees to the assignment and transfer by the Seller to
            the Corporation of the Existing Debt and the assumption of the Existing Debt by the
            Corporation under the terms of the Assignment and Assumption and Release
            Agreement.


             


            
                	
                            
                            2.2

                        	
                            
                            Additional Consideration:

                        


            


             


            
            (a)       
            Purchaser’s Consideration to Seller.
            In exchange for the Seller agreeing to the transfer by Seller of the
            Corporation’s Stock to Purchaser hereunder, Purchaser agrees to transfer to
            Seller 500,000 shares of the Sellers restricted common stock on the Closing
            Date.


            
             


            
            -3-


             

            
            

            

             

            

            

            

            
            (b)       
            Purchaser’s Consideration to Lender.
            In exchange for the Lender consenting to the Corporation’s assumption of the
            Existing Debt under the terms of the Assignment and Assumption and Release Agreement,
            Purchaser agrees to transfer to Lender 500,000 shares of the Sellers restricted common
            stock on the Closing Date.


             


            
            (c)       
            Seller’s Consideration to Lender. In
            exchange for the Lender forbearing on its rights to foreclose on the Seller’s
            assets, Seller agrees to issue to Lender on the Closing Date an unsecured promissory
            note in the amount of $50,000.00 payable on the second annual anniversary of the
            Effective Date with interest accruing on the unpaid balance at 9%, compounded annually,
            dated as of the date hereof, substantially in the form of Exhibit B attached
            hereto.


             


            
            (d)       
            Seller’s Additional Consideration to
            Lender. In exchange for the Lender forbearing on its rights
            to foreclose on the Seller’s assets , Seller agrees to reprice the exercise price
            of the six (6) warrants issued by the Seller to the Lender upon incurring the Existing
            Debt to $0.75, substantially in the form of Exhibit C-1 through C-6 attached
            hereto.


            
             


            
            (e)       
            Corporation and Purchaser’s Consideration to
            Lender. In exchange for the Lender forbearing on its rights
            to foreclose on the Seller’s assets, the Purchaser and Corporation agree to grant
            the Lender a security interest in the Corporation’s assets as set forth in the
            Assignment and Assumption and Release Agreement.


             


            
            2.3       
            Costs. The costs incurred by the Seller,
            Corporation and Purchaser in closing this transaction shall be born by the Purchaser,
            including all legal and accounting fees. Lender shall assume its own costs
            herein.


             


            
            ARTICLE III


             


            
            REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE
            CORPORATION


             


            The
            Seller, Corporation, and Purchaser (collectively, the “Seller”) jointly and
            severally, hereby make the following representations and warranties to Lender and to
            eachother:


             


            
            3.1       
            Existence and Power. Each the Seller and
            Corporation is a corporation duly organized, validly existing and in good standing
            under the Laws of its jurisdiction of incorporation, and has all corporate power and
            all governmental licenses, authorizations, consents and approvals required to carry on
            the Business as now conducted. Each the Seller and the Corporation is duly qualified to
            do business as a foreign corporation and is in good standing in each jurisdiction where
            the character of the property owned or leased by it or the nature of its activities
            makes such qualification necessary except where failure to so qualify does not have a
            material adverse effect on the Business or the Purchased Assets. Each the Seller and
            the Corporation has heretofore delivered to the Lender true and complete copies of the
            corporate charter and bylaws of such Seller as currently in effect.


             


            
            -4-


             

            
            

            

             


             


            
                	
                            
                            3.2

                        	
                            
                            Authorization and Execution.

                        


            

            

            

            

            
            (a)       The execution, delivery and
            performance by each Seller and the Corporation of this Agreement and the transaction
            documents to which it is party, and the consummation by each the Seller and the
            Corporation of the transactions contemplated hereby and thereby are within such
            corporate powers and have been duly authorized by all necessary corporate action on the
            part of each the Seller and the Corporation, except, as to the Seller, for the required
            approval of the Seller’s stockholders in connection with the approval of this
            Agreement and the consummation of the Transactions. This Agreement constitutes, and,
            when executed at the Closing, each transaction document will constitute, a valid and
            binding agreement of each Seller, enforceable against such Seller in accordance with
            its terms, subject to applicable bankruptcy, insolvency and other laws affecting the
            rights and remedies of creditors and to general equitable principles.


             


            
            (b)       At a meeting duly called
            and held, the Seller’s board of directors has (i) unanimously determined that
            this Agreement and the Transactions are fair to and in the best interests of the
            Seller’s stockholders, (ii) unanimously approved and adopted this Agreement and
            the Transactions and (iii) unanimously resolved to recommend approval and adoption of
            this Agreement to its stockholders (such recommendation, the “Seller’s
            Board Recommendation”).


             


            
            (c)       Seller has delivered to the
            Purchaser simultaneously with the execution and delivery of this Agreement an
            irrevocable written consent of stockholders executed by Kenneth Wlosek, who holds by
            Proxy not less than fifty percent (50)% of the votes entitled to be cast (the
            “Written Consent of Stockholder”) approving this Agreement and the
            transactions contemplated hereby. The Written Consent of the Stockholder has been duly
            and validly obtained in accordance with the DGCL and applicable Law and shall become
            effective not later than twenty (20) days after the Definitive Information Statement
            (as defined below) is first sent to the Seller’s stockholders. The Written
            Consent of Stockholder has been filed with the Secretary of the Company may not be
            revoked by the stockholder, and the vote taken by the stockholders of Seller as set
            forth in the Written Consent of Stockholder is the only vote of the holders of any of
            the Company’s capital stock necessary in connection with the consummation of the
            transactions contemplated hereby.


            
             


            
            (d)       Corporation’s Stock
            to be transferred by Seller to Purchaser hereunder shall be validly and legally issued,
            fully paid and nonassessable shares of the Corporation’s common stock, free and
            clear of any liens, claims, encumbrances and restrictions.


             


            
            3.3       
            No Breach. Except as set forth on Schedule
            3.3, neither the authorization, execution, delivery or performance of this Agreement by
            the Sellers or the consummation of any transactions contemplated by this Agreement will
            (i) violate, conflict with or result in the material breach or termination of, or
            otherwise give any person the right to terminate, or constitute (or with notice or
            lapse of time or both would constitute) a default (by way of substitution, novation or
            otherwise) under the terms of, any contract, lease, bond, agreement, franchise or other
            instrument to which the Corporation is a party relating to the Online Platform Business
            or any of the Assets, or (ii) result in the creation of any encumbrance upon the
            Corporate Stock or any of the Assets.


             


            
            3.4       
            Compliance with Laws. Except as set forth
            on Schedule 3.4, the operation of the Online Platform Business and the ownership and
            use of the Assets are in compliance with all applicable judgments, orders,
            injunctions,


             


            
            -5-


             

            
            

            

             

            

            

            

            awards
            or decrees and all federal, state or local laws, rules or regulations, codes or
            ordinances. The Corporation has duly obtained and holds all consents, authorizations,
            permits, licenses, orders or approvals of all federal, state or local governmental or
            regulatory bodies that are material to the conduct of the Online Platform Business or
            the ownership or use of the Assets; no violations are or have been recorded in respect
            of any such permit and no proceeding is pending or threatened to revoke, deny or limit
            any such Permit.


             


            
            3.5       
            Title to Assets. Except as set forth on
            Schedule 3.5, the Corporation has good and marketable title to, or valid leasehold
            interests in, the Assets free and clear of all liens, pledges, claims, charges,
            easements, security interests, encumbrances or other rights of any third party
            ("Encumbrances"). No other person has any right, title or interest in the Corporate
            Stock or Online Platform Business. The Corporation has performed all material
            obligations required to be performed by it with respect to all Assets leased by
            it.


            
             


            
            3.6       
            Litigation. Except as set forth on Schedule
            3.6, there are no actions, suits, or claims, or any administrative inquiries,
            arbitration, proceedings or investigations or by any agency, pending or threatened
            against the Corporation or the Assets (or against the Corporation or any of its
            affiliates pertaining to the Online Platform Business or the Assets).


             


            
            3.7       
            Proprietary Rights. Except as set forth on
            Schedule 3.7, the Corporation owns or possesses adequate licenses or other rights to
            use all trademarks, trademark applications, trade secrets, service marks, trade names,
            copyrights, patents, inventions, drawings, designs, customer lists, proprietary
            know-how or information or other rights used by the Corporation in the Online Platform
            Business and all such rights are included in the Assets.


             


            
            3.8       
            Suppliers and Partners. Except as set forth
            on Schedule 3.8, the Corporation is not in default with any of the suppliers or
            partners of the Online Platform Business and no supplier or partner has canceled or
            otherwise terminated, or threatened in writing to cancel or otherwise terminate, its
            relationship with the Online Platform Business or has during the past 12 months
            decreased or limited materially, or threatened in writing to decrease or limit
            materially, its services, supplies or materials to the Corporation with respect to the
            Online Platform Business. The Corporation has no knowledge that any material supplier
            or partner intends to cancel or decrease or limit its relationship with the
            Corporation, to increase the prices charged to the Corporation, or to decrease or limit
            its services, supplies or materials to the Online Platform Business and, the
            acquisition of the Corporation’s Stock by the Purchaser will not adversely affect
            the relationship of Corporation, in its operation of the Online Platform Business, with
            any material supplier or partner of the Online Platform Business


             


            
                	
                            
                            3.9

                        	
                            
                            Tax Matters. Except as set forth on Schedule
                            3.9:

                        


            


             


            
            (a) The Corporation has duly filed, or has obtained a filing extension
            from the appropriate governmental agencies with respect to, all federal, state and
            local tax returns required to be filed by the Corporation and has paid or provided for
            any taxes shown as due on such returns relating to the Online Platform Business or the
            Assets.


            
             


            
            (b) The Corporation is not a party to any proceeding or 'inquiry by any
            governmental agency for the assessment or the proposed assessment or for the collection
            of taxes which if  unpaid might result in an Encumbrance upon the
            Online Platform Business or the Assets as of the Closing Date, nor to the
            Corporation’s knowledge has any claim for such assessment been asserted against
            the Corporation.


            
             


            
            -6-       


             

            
            

            

             


            
            3.10      No
            Default. Except as set forth on Schedule 3.10, the
            Corporation is in material default or claimed, purported or alleged material default of
            any material contract or agreement with respect to the Online Platform
            Business.


             


            
            3.11     ERISA. Except as set forth on Schedule
            3.11, the Corporation does not maintain or have any liability with respect to any
            employee benefit, inactive, bonus, fringe benefit or other compensatory plan, policy or
            arrangement (whether or not an employee benefit plan as defined in Section 3(3) of the
            Employee Retirement Income Security Act of 1974, as amended ("ERISA")) with respect to
            employees, consultants, contractors or subcontractors of the Online Platform Business.
            The Corporation does not have any obligation to contribute to, or other liability with
            respect to, any multiemployer plan, as defined in Section 3(37) of ERISA in connection
            with the Online Platform Business.


             


            
            3.12      Full
            Disclosure. Except as otherwise disclosed in the Schedules or
            Exhibits hereto or the other representations and warranties made by Sellers herein, the
            Sellers have no actual knowledge of any fact as of the date hereof that materially
            adversely affects or will materially adversely affect, the operations or condition of
            the Online Platform Business of the ability of the Corporation to perform its
            obligations under this Agreement or the agreements referred to herein and the
            transactions contemplated hereby or thereby.


            
             


            
            ARTICLE IV


             


            
            REPRESENTATIONS AND WARRANTIES OF PURCHASER


             


            
            Purchaser hereby makes the following representations and warranties to
            Seller:


             


            
            4.1       
            Finder's Fees. Purchaser has not employed
            any broker or finder or incurred any liability for any brokerage fees, commissions or
            finders' fees in connection with the transactions contemplated hereby.


             


            
            ARTICLE V


             


            
            REPRESENTATION AND WARRANTIES OF LENDER


             


            5.1
                   Organization
            Authorization. Lender is a limited liability company duly
            organized, validly existing and in good standing under the laws of the State of New
            York and has full power and authority to carry on its business as it is now being
            conducted. The execution, delivery and performance of this Agreement by Lender and the
            performance by Lender of the transactions contemplated hereby have been duly authorized
            and approved by all necessary corporate proceedings of Lender. This Agreement has been
            duly executed and delivered by Lender and constitutes a valid and binding agreement of
            Lender enforceable against Lender in accordance with its terms.


             


            
            -7-


             

            
            

            

             

            

            

            

            5.2
                  No Consent. No consent, order, license, approval or
            authorization of, or exemption by, or registration or filing with, any governmental
            authority, bureau or agency, and no consent or approval of any person is required to be
            obtained or made by Lender in connection with the execution, delivery, or performance
            by Lender of this Agreement or the consummation of the transactions contemplated by
            this Agreement.


             


            
            ARTICLE VI


             


            
            INDEMNIFICATION


             


            
            6.1       
            Survival. All representations and
            warranties made by Seller and Purchaser in this Agreement shall survive the Closing,
            and shall not be extinguished or in any way modified on the date thereof or as a result
            of any investigation made by or on behalf of Seller or Purchaser.


             


            
            6.2       
            Indemnification by Seller. Seller agrees to
            indemnify and hold harmless Purchaser and Lender from and against any and all losses,
            liabilities, damages, obligations, costs and expenses including, without limitation,
            reasonable costs and expenses (including reasonable attorneys' fees and expenses) of
            enforcing the provisions of this Section 5.2 if Purchaser is the prevailing party in
            enforcing such provisions, or of investigating, preparing to defend and defending any
            claim, action, suit, proceeding, inquiry or investigation in respect thereof, suffered
            or incurred by Purchaser resulting from, relating to or arising out of:


             


            
            (a)       the inaccuracy of any
            representation or warranty of the Seller under this Agreement or any documents executed
            to convey the Assets under this Agreement; or


            
             


            
            (b)       breach of any agreement or
            covenant by the Seller under this Agreement or any other documents executed to convey
            the Assets under this Agreement.


             


            
            6.3       
            Indemnification by Purchaser. Purchaser
            agrees to indemnify and hold harmless the Seller from and against any and all losses,
            liabilities, damages, obligations, costs and expenses, including, without limitation,
            reasonable costs and expenses


            
            (including reasonably attorneys' fees and expenses) of enforcing the
            provisions of this Section 5.3 if the Seller is the prevailing party in enforcing such
            provisions, or of investigating, preparing to defend and defending any claim, action,
            suit proceeding, inquiry or investigation in respect thereof, suffered or incurred by
            Seller resulting from, relating to or arising out of:


             


            
            (a)       the inaccuracy of any
            representation or warranty of the Purchaser under this Agreement or any documents
            executed to convey the Assets under this Agreement;


            
             


            
            (b)       breach of any agreement or
            covenant by Purchaser under this Agreement or any documents executed to convey the
            Corporate Stock under this Agreement; or


            
             


            
            (c)       liabilities in respect of
            the Online Platform Business arising solely as a result of Purchaser's operation of the
            Online Platform Business after the Closing Date.


            
             


            
            -8-


             

            
            

            

             

            

            

            

            
            6.4       
            Notice of Third Party Claims. The party
            seeking indemnification under this Article VI (the "Indemnitee") shall, within thirty
            (30) days of receipt, provide the party from whom indemnification is sought (the
            "Indemnitor") with notice of all third party actions, suits, proceedings, claims,
            demands or assessments which may be subject to the indemnification provisions of this
            Article VI (collectively, "Third Party Claims") brought at any time following the
            Closing Date, and shall otherwise make available all relevant information material to
            the defense of any Third Party Claims. The Indemnitor shall have the right to defend
            any such Third Party Claim at its sole expense. Where such Third Party Claim affects
            the interests of the Indemnitee, the Indemnitee may elect to participate in (but not
            control) the defense of such claim at its sole expense; provided, that the Indemnitor
            shall pay the Indemnitee's expenses (including reasonable attorneys' fees and expenses)
            if the Indemnitor's counsel would be inappropriate due to a conflict of interest
            between the Indemnitee and any party represented by such counsel with respect to such
            claim. No claim shall be settled or compromised without the consent of the Indemnitee
            (which consent shall not be unreasonably withheld, it being understood that it shall be
            reasonable for the Indemnitee to decline to consent to any settlement or compromise
            that does not include as a condition thereof a release of all claims against such
            Indemnitee) unless the Indemnitee shall have failed, after the lapse of a reasonable
            time, but in no event more than thirty (30) days, after notice to it of such proposed
            settlement to notify the Indemnitor or the Indemnitee's objection thereto. The
            Indemnitee's failure to give timely notice or to provide copies of documents or to
            furnish relevant data in connection with any Third Party Claim shall not constitute a
            basis for reduction of any claim for indemnification by the Indemnitee, except to the
            extent that such failure shall result in any material prejudice to the Indemnitor's
            ability to defend such claim. Further, where the Indemnitor has undertaken the defense
            of a Third Party Claim, the Indemnitee, recognizing its community of interest with the
            Indemnitor in the resolution of the claim, shall provide such reasonable support to the
            Indemnitor as shall be reasonably requested, including affidavits, documents and
            testimony. The cost of reasonable out of pocket expenses incurred by the Indemnitee in
            providing such support to the Indemnitor shall be reimbursed to the Indemnitee by the
            Indemnitor. If the Indemnitor declines to defend any Third Party Claim, the Indemnitor
            shall pay all of the Indemnitee's expenses (including, without limitation, reasonable
            attorneys' fees and expenses) relating to such Third Party Claim.


             


            
            ARTICLE VII


             


            
            CONFIDENTIALITY


             


            
            7.1       
            Confidentiality. Neither the Seller nor any
            of its affiliates shall, directly or indirectly, use or disclose to any Person any
            confidential or proprietary information of or relating to the Online Platform Business
            or the Assets except with Purchaser's prior written consent, except as shall be
            disclosed to the Seller’s attorneys and accountants. Neither the Purchaser nor
            any or its affiliates shall, directly or indirectly, use or disclose to any Person any
            confidential or proprietary information of or relating to the Seller without the
            Seller’s prior written consent, except as shall be disclosed to Purchaser's
            attorneys and accountants. For purposes of this Section, the term "confidential or
            proprietary information" shall mean all information that is known to a party or its
            respective affiliates or to their employees, consultants or others in a confidential
            relationship with such party and relates to such matters as marketing plans,
            strategies, customer lists, forecasts, prices of any other party hereto and shall
            further include all terms and conditions under this Agreement, provided that any
            information


             


            
            -9-


             

            
            

            

             

            

            

            

            
            relating to the Online Platform Business or the Assets shall in no event
            be deemed to be confidential or proprietary information of the Seller; and provided
            further that the term "confidential or proprietary information" shall not include
            information (i) rightfully received by the Seller or Purchaser, as the case may be,
            from parties other than the parties to this Agreement; (ii) generally available to the
            public; or (iii) required to be disclosed by applicable law. If disclosure is required
            by law, the party required to make such disclosure shall give notice to the other party
            hereto so that such other party may seek a protective order.


             


            
            ARTICLE VIII


             


            
            MISCELLANEOUS PROVISIONS


             


            
            8.1       
            Further Assurances. From time to time after
            the Closing Date, upon Purchaser's reasonable request, the Seller will execute, deliver
            and acknowledge all such further instruments of transfer and conveyance and do and
            perform all such other acts and things as Purchaser may reasonably require to more
            effectively transfer the Corporation’s Stock and the Assets to the Purchaser and
            to put Purchaser in possession of the Corporation’s Stock and the
            Assets.


             


            8.2
                   Amendment and
            Modification. Subject to applicable law, this Agreement may
            be amended, modified or supplemented only by written agreement of the Seller and
            Purchaser.


             


            
                	
                            
                            8.3

                        	
                            
                            Waiver of Compliance;
                            Consents.

                        


            


             


            
            (a) Any failure of the Seller, on the one hand, or the Purchaser, on the
            other hand, to comply with any obligation, covenant, agreement or condition herein may
            be waived in writing by the party entitled to the performance of such obligation,
            covenant or agreement or who has the benefit of such condition, but such waiver or
            failure to insist upon strict compliance with such obligation, covenant, agreement or
            conditions shall not operate as a waiver of, or estoppel with respect to, any
            subsequent or other failure.


             


            
            (b) Whenever this Agreement requires or permits consents by or on behalf
            of any party hereto, such consent shall be given in writing in a manner consistent with
            the requirements for a waiver of compliance as set forth above.


             


            
            8.4       
            Notices. All notices, requests, demands and
            other communications required or permitted hereunder shall be in writing and shall be
            deemed to have been duly given when delivered by hand or three (3) days after being
            mailed by certified or registered mail, return receipt requested, with postage
            prepaid:


             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            If to the Seller to:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
            101 Lincoln Centre Drive


            
            Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
            Attn: Authorized Agent


             


            or to
            such other person or address as the Seller shall furnish to Purchaser in writing
            pursuant to the above.


             


             


            
            -10-


             

            
            

            

             

            

            

            

             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            If to Purchaser to:

                        	
                            
                            Wing Yu.

                        


            


            
            101 Lincoln Centre Drive


            
            Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


             


            or to
            such other person or address as Purchaser shall furnish to Seller in writing pursuant
            to the above.


             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            If to Lender to:

                        	
                            
                            Jade Special Strategy, LLC

                        


            


            
                	
                            
                             

                        	
                            
                            1175 Walt Whitman Road, Suite 100

                        


            


            
                	
                            
                             

                        	
                            
                            Melville, NY 11747

                        


            


            
                	
                            
                             

                        	
                            
                            Attn: David Propis

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            Copy to:

                        	
                            
                            Westerman Ball Ederer Miller & Sharfstein,
                            LLP

                        


            


            
            170 Old Country Rd., 4th Fl.


            
            Mineola, NY 11501


            
                	
                            
                             

                        	
                            
                            Attn: David Gold, Esq.

                        


            


             


            or to
            such other person or address as Purchaser shall furnish to Seller in writing pursuant
            to the above


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            If to Corporation to:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
            101 Lincoln Centre Drive


            
            Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
            Attention: Wing Yu


             


            or to
            such other person or address as Purchaser shall furnish to Seller in writing pursuant
            to the above


             


            
            8.5       
            Assignment. This Agreement shall not be
            assigned by either party hereto without the prior written consent of the other party
            hereto. No permitted assignment shall release the assignor from its obligations
            hereunder. Subject to the foregoing, this Agreement and all of the provisions hereof
            shall be binding upon and inure to the benefit of the parties hereto and their respect
            successors, assigns, heirs, executors and personal representative.


             


            
            8.6       
            Headings. The Article and Section headings
            contained in this Agreement are for reference purposes only and shall not affect in any
            way the meaning or interpretation of this Agreement.


             


            
            8.7       
            Joint Effort. The provisions of this
            Agreement have been examined, negotiated and revised by counsel for each party, and no
            implication shall be drawn against any party hereto by virtue of the drafting of this
            Agreement.


             


            
            -11-


             

            
            

            

             

            

            

            

            
            8.8       
            Entire Agreement. This Agreement and any
            other document to be furnished pursuant to the provisions hereof embody the entire
            Agreement and understanding of the parties hereto in respect of the subject matter
            contained herein. There are no restrictions, promises, representations, warranties,
            covenants, or undertakings, other than those expressly set forth or referred to in such
            documents. This Agreement and such documents supersede all prior agreements and
            understandings between the parties with respect to such subject matter.


             


            
            8.9       
            Bulk Sales Law. The Seller and Purchaser
            hereby agree to waive compliance by the other with the provisions of any applicable
            Bulk Sales Law of any jurisdiction. The Seller agrees to defend, indemnify and hold the
            Purchaser and the Assets harmless from and against any claim, liability, obligation,
            cost and expense, including reasonable attorneys' fees, which arises from or as a
            result of such non-compliance by the parties.


             


            
            8.10     
            Confidentiality. The Seller and the
            Purchaser agree to keep the terms of this Agreement confidential unless disclosure is
            required by law or authorized in writing by both parties.


             


            
            8.11      Governing
            Law. ALL MATTERS WITH RESPECT TO THIS AGREEMENT, INCLUDING
            BUT NOT LIMITED TO MATTERS OP VALIDITY, CONSTRUCTION; EFFECT AND PERFORMANCE, SHALL BE
            GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
            PERFORMED THEREIN BETWEEN RESIDENTS THEREOF (REGARDLESS OF THE LAWS THAT. MIGHT BE
            APPLICABLE UNDER PRINCIPLES OF CONFLICTS OF LAW). ALL ACTIONS OR PROCEEDINGS ARISING IN
            CONNECTION WITH THIS AGREEMENT SHALL HE TRIED AND LITIGATED EXCLUSIVELY IN THE STATE
            AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK.


             


            
            8.12     
            Counterparts. This Agreement may be
            executed in two or more fully or partially executed counterparts, each of which shall
            be deemed an original, but all counterparts together shall constitute one and the same
            instrument.


             


            
                	
                            
                            8.13

                        


            


             


            IN
            WITNESS WHEREOF, this Agreement has been executed by each of the individual parties
            hereto and signed by an officer thereunto duly authorized and attested under the
            corporate seal by the Secretary of the corporate party hereto, all on the date first
            above written.


             


            Signed,
            sealed and delivered in the presence of:


             


            
            FINANCIALCONTENT SERVICES, INC. (the
            “CORPORATION”)


             


            
            (CORPORATE SEAL)


             


            By: /s/
            Wing Yu


            Its
            Authorized Agent


             


            
            -12-


             

            
            

            

             


            
            FINANCIALCONTENT, INC. (“SELLER”)


             


            By: /s/
            Kenneth Wlosek


            Its
            Authorized Agent


             


            WING YU
            (“PURCHASER”)


             


            By: /s/
            Wing Yu


            Wing
            Yu


             


            JADE
            SPECIAL STRATEGY, LLC (the “LENDER”)


             


            By: /s/
            David Propis


            Its
            Manager


             


             


            
            -13-


             


             


             

            
            

            

             

            

            

            

            
            SCHEDULE A


            
            ARTICLE THREE SCHEDULE OF EXCEPTIONS


             


            
            3.3       The transfer of the
            Corporation’s Stock may be deemed a transfer or assignment under certain
            licensing agreements the Corporation has entered into with clients and under certain
            agreements the Corporation has with its vendors. These agreements require the client or
            vendor’s consent to transfer or assign the agreement. Without the client or
            vendor’s consent, the client or vendor may terminate the agreement and subject
            the Corporation to liability for breach.


             


            
            The office lease for 101 Lincoln Centre Drive, Suite 410, Foster City,
            California 94404 requires the landlord’s consent upon a transfer which includes a
            change in control event. Without the landlords consent the landlord may terminate the
            agreement and subject the Corporation to liability for breach.


             


            
            The Sellers make no warranties or representations that this transaction
            as contemplated hereunder will not be voidable under federal bankruptcy law and or
            uniform fraudulent dispositions law.


             


            
                	
                            
                            3.4

                        


            


             


            
            3.5       The Corporation’s
            Stock is encumbered by a UCC-1 financing statement recorded by the Lender.


             


            
            3.6       Press Association, Inc. has
            a claim of approximately $6,000.00 against the Corporation for breach of contract
            arising under a vendor agreement. The claim arose approximately 3 years ago.


             


            
            The Corporation has disputed CAM charges levied by the landlord
            regarding office lease for 101 Lincoln Centre Drive, Suite 410, Foster City, California
            94404 which has been resolved.


             


            
            3.7       The Corporation has a
            consent agreement for use of the SWIFTIR trademark with the registered owner of the
            SWIFT mark.


             


            
            3.8       Press Association, Inc. has
            a claim of approximately $6,000.00 against the Corporation for breach of contract
            arising under a vendor agreement. The claim arose approximately 3 years ago.


             


            
            The transfer of the Corporation’s Stock will cause a change of
            control event under certain agreements the Corporation has with its vendors. These
            agreements define a change of control as a transfer or assignment that requires the
            vendor’s consent to transfer and or assign the agreement. Without the
            vender’s consent the agreement may be subject to termination by the vendor for
            breach and subject the Corporation to liability.


             


            
                	
                            
                            3.9

                        


            


            
                 
            


            
                -14-
            


             


             

            
            

            

             


             

            

            

            

            
            3.10     Press Association, Inc. has a claim of
            approximately $6,000.00 against the Corporation for breach of contract arising under a
            vendor agreement. The claim arose approximately 3 years ago.


             


            
            The Seller is in material default under the terms of the Notes as of
            March 24, 2008 for failure to pay the full amount due and owing on the maturity date of
            the Notes.


             


            
            3.11     The employees of the Corporation
            participate in the Sellers stock option plan. Other benefit plans of the Corporation
            include vacation benefits and health and dental plans.


             


            
                	
                            
                            3.12

                        


            


            
                 
            


            
                -15-
            


             

            
            

            

             

            

            

            

            
            EXHIBIT A


            
            ASSIGNMENT AND ASSUMPTION AND RELEASE AGREEMENT


             


            
            -16-

            
            

            

             

            

            

            

            
            ASSIGNMENT AND ASSUMPTION AND RELEASE AGREEMENT


            THIS
            ASSIGNMENT AND ASSUMPTION AND RELEASE AGREEMENT (this "Agreement") is entered into by
            and between FinancialContent, Inc., a Delaware corporation ("Seller"), the sole
            shareholder of FinancialContent Services, Inc., a Delaware corporation (the
            “Corporation”), Wing Yu, an individual ("Purchaser"), and Jade Special
            Strategy, LLC, a Delaware limited liability company (the
            “Lender”).


             


            
            RECITALS:


            
            WHEREAS, concurrently herewith, Seller and Purchaser shall enter into
            that certain Stock Purchase Agreement (the “Stock Purchase Agreement”)
            which is incorporated herein by reference, which together shall close on the Closing
            Date as defined under the Stock Purchase Agreement, pursuant to which the Seller shall
            transfer to the Purchaser the Corporation’s Stock, as said term is defined under
            the Stock Purchase Agreement, and in consideration for such acquisition, Seller shall
            assign the Existing Debt, as said term is defined under the Stock Purchase Agreement,
            to the Corporation and the Corporation agrees to assume the Existing Debt;
            and


            
            WHEREAS, the Seller is in default on the Notes, as said term is defined
            under the Stock Purchase Agreement, for failure to make timely payments thereunder, and
            on March 24, 2008, the Seller received a letter from the Lender demanding full
            repayment of the Notes; and


            
            WHEREAS, the Lender consents to the Seller assigning the Existing Debt
            and the Lender consents to the Corporation assuming the Existing Debt subject to the
            terms and conditions set forth below; and


            
            WHEREAS, the Seller, Purchaser, Lender and Corporation desire to set
            forth their understandings with respect to their respective obligations as set forth
            herein.


            
            NOW, THEREFORE, in consideration of the foregoing, the covenants
            contained herein, and other good and valuable consideration, the receipt of which is
            acknowledged by the parties hereto, the undersigned parties agree as
            follows:


            
            AGREEMENT


            
            1.         
            Assignment and Assumption. Simultaneous
            with the closing of the Stock Purchase Agreement, the Seller hereby assigns and
            transfers the Existing Debt to the Corporation and the Corporation hereby agrees to
            assume the Existing Debt. The Lender hereby consents to the assignment and transfer of
            the Existing Debt by the Seller to the Corporation and the assumption of the Existing
            Debt by the Corporation. The Purchaser agrees to the assignment and transfer of the
            Existing Debt by the Seller to the Corporation and the assumption of the Existing Debt
            by the Corporation. Upon Lender's and of Seller’s reasonable request, the
            Purchaser shall cause the Corporation to execute, deliver and acknowledge all such
            further instruments of the assignment and transfer and do and perform all such other
            acts and things as Lender and or Seller may reasonably require to carry out the terms
            of the assignment and assumption hereunder. Without limiting the foregoing, the
            Purchaser shall cause the Corporation to execute a new security agreement substantially
            in the form as attached hereto as Exhibit A-1 and a UCC-1 financing statement for
            recordation by the Lender and the Corporation agrees to grant the Lender such a
            security interest in its assets in consideration of the Lender’s forbearance on
            exercising its rights to foreclose on the Corporation’s Stock. By accepting this
            assignment and assumption, the Lender, Purchaser and Corporation agree and acknowledge
            that the only obligation assumed by the Purchaser and Corporation under this assignment
            and assumption is the current and future payments under the terms of the Existing Debt,
            and the giving of a security interest in all of the assets of the Corporation for the
            payment obligations assumed hereunder, and only those terms of the Notes and the
            related transaction documents attached necessary to carry out the intent
            of the Lender and Purchaser shall continue in full force and effect.


            
             


            
            -17-


             

            
            

            

             

            

            


            
            2.         
            Release By Lender. Lender, individually and
            on behalf of its directors, officers, subsidiaries, affiliates, divisions, supervisors,
            agents, successors, partners, employees, shareholders, assigns, attorneys,
            representatives, insurers, parents, subsidiaries, and related entities, shall, and
            hereby does, release the Seller and its directors, officers, subsidiaries, affiliates,
            divisions, supervisors, agents, successors, partners, employees, shareholders, assigns,
            attorneys, representatives, insurers, parents, subsidiaries, and related entities, both
            past and present, from any and all claims, demands, alleged sums of money owing,
            actions, rights, liens, obligations, costs, expenses, compensation of any nature
            whatever, damages, liabilities, chosen in action, and causes of action of any kind or
            nature whatsoever, whether known or unknown, suspected or unsuspected, which Lender may
            now hold or own, or may at any time, past, present or future, hold or own against the
            Seller, Corporation, and Purchaser arising or resulting from any act or omission by or
            on the part of the Seller on or before the Closing of the Stock Purchase Agreement
            ("Lender's Released Claims") specifically including, but not limited to, claims arising
            out of or relating to the issuance the Notes, as amended, to the Lender by the Seller,
            any default thereon, and payment of the Existing Debt, whether based in tort, contract
            (express and implied), or in any other theory of recovery, whether for compensatory or
            punitive damages, in law or in equity, under any law or legal theory including but not
            limited to, state or federal, common or statutory, or otherwise. In addition, the
            Lender hereby agrees to execute as Seller may reasonably require a UCC-3 financing
            statement, in form and substance satisfactory to Seller, for recordation by the Seller
            to terminate the Lender’s Security Agreement in the Seller’s
            collateral.


            
            3.         
            Release By Seller. Seller, individually and
            on behalf of its directors, officers, subsidiaries, affiliates, divisions, supervisors,
            agents, successors, partners, employees, shareholders, assigns, attorneys,
            representatives, insurers, parents, subsidiaries, and related entities, shall, and
            hereby does, release the Lender and its directors, officers, subsidiaries, affiliates,
            divisions, supervisors, agents, successors, partners, employees, shareholders, assigns,
            attorneys, representatives, insurers, parents, subsidiaries, and related entities, both
            past and present, from any and all claims, demands, alleged sums of money owing,
            actions, rights, liens, obligations, costs, expenses, compensation of any nature
            whatever, damages, liabilities, choses in action, and causes of action of any kind or
            nature whatsoever, whether known or unknown, suspected or unsuspected, which the Seller
            may now hold or own, or may at any time, past, present or future, hold or own against
            the Lender, Purchaser and Corporation arising or resulting from any act or omission by
            or on the part of the Lender occurring on or before the closing of the Stock Purchase
            Agreement (“Seller's Released Claims") specifically including, but not limited
            to, claims arising out of the Purchaser Agreement or the issuance of the Notes to the
            Lender by the Seller, claims of breach of contract , whether based in tort, contract
            (express and implied), or in any other theory of recovery, whether for compensatory or
            punitive damages, in law or in equity, under any law or legal theory including but not
            limited to, state or federal, common or statutory, or otherwise.


            
            4.           Release
            By Purchaser. Purchaser,
            individually and on behalf of his affiliates, agents, successors, partners, employees,
            signs, attorneys, representatives, insurers, and related entities, shall, and hereby
            does, release the Seller and its directors, officers, subsidiaries, affiliates,
            divisions, supervisors, agents, successors, partners, employees, shareholders, assigns,
            attorneys, representatives, insurers, parents, subsidiaries, and related entities, both
            past and present, from any and all claims, demands, alleged sums of money owing,
            actions, rights, liens, obligations, costs, expenses, compensation of any nature
            whatever, damages, liabilities, choses in action, and causes of action of any kind or
            nature whatsoever, whether known or unknown, suspected or unsuspected, which Purchaser
            may now hold or own, or may at any time, past, present or future, hold or own against
            the Seller and Lender arising or resulting from any act or omission by or on the part
            of the Seller occurring on or before the closing of the Stock Purchase Agreement
            (“Seller's Released Claims") specifically including, but not limited to, claims
            arising out of the Purchaser Agreement or the issuance


            
             


            
            -18-


            
             

            
            

            

            of
            the Notes to the Lender by the Seller, claims of breach ofcontract, whether based in
            tort, contract (express and implied), or in any other theory of recovery, whether for
            compensatory or punitive damages, in law or in equity, under any law or legal theory
            including but not limited to, state or federal, common or statutory, or
            otherwise.


            
            5.____Release By the Corporation. The
            Corporation, individually and on behalf of its directors, officers, subsidiaries,
            affiliates, divisions, supervisors, agents, successors, partners, employees,
            shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and
            related entities, shall, and hereby does, release the Seller and its directors,
            officers, subsidiaries, affiliates, divisions, supervisors, agents, successors,
            partners, employees, shareholders, assigns, attorneys, representatives, insurers,
            parents, subsidiaries, and related entities, both past and present, from any and all
            claims, demands, alleged sums of money owing, actions, rights, liens, obligations,
            costs, expenses, compensation of any nature whatever, damages, liabilities, choses in
            action, and causes of action of any kind or nature whatsoever, whether known or
            unknown, suspected or unsuspected, which the Corporation may now hold or own, or may at
            any time, past, present or future, hold or own against the Seller or Lender arising or
            resulting from any act or omission by or on the part of the Seller occurring on or
            before the closing of the Stock Purchase Agreement (“Seller's Released Claims")
            specifically including, but not limited to, claims arising out of the Purchaser
            Agreement or the issuance of the Notes to the Lender by the Seller, claims of breach of
            contract , whether based in tort, contract (express and implied), or in any other
            theory of recovery, whether for compensatory or punitive damages, in law or in equity,
            under any law or legal theory including but not limited to, state or federal, common or
            statutory, or otherwise.


            
            6.           Waiver
            of Civil Code § 1542. Each of the parties hereto has been advised by counsel
            concerning California Civil Code § 1542 which states:


            
            A General Release does not extend to all claims which the Lender does
            not know or suspect to exist in his favor at the time of executing the release, which
            if known by him must have materially affected his settlement with the
            debtor.


            
            This Agreement covers and includes all claims that Lender may have
            against the Seller or the Seller may have against the Lender whether known or unknown,
            suspected or unsuspected, notwithstanding the terms of California Civil Code §
            1542.


            Each
            party hereto expressly waives any right or benefit available to him or it under the
            provisions of California Civil Code § 1542.


            
            7.         
            Unknown Facts Or Change In Facts. Each
            party has made such investigation of the facts as it deems necessary pertaining to this
            Agreement. In order to settle this claim, each party hereto voluntarily and knowingly
            releases the other from all future claims, both known and unknown, of the type released
            under this Agreement. The parties understand and agree that, if the facts with respect
            to or upon which this Agreement is based are found hereafter to be other than, or
            different from, the facts now believed to be true, they expressly accept and assume the
            risk of such possible difference in facts and agree that this Agreement shall be, and
            remain, effective notwithstanding such difference in facts. Each releasing party
            understands that this means it cannot later make a claim regarding any matter covered
            by this Release arising against the other party, even if the releasing party did not
            know about the claim when it signed this Release. Each party understands that it has
            released any claims that it may have under California Civil Code §
            1542.


            
            8.         
            Lender's Warranty of Ownership of Lender's Released
            Claims. Lender represents and warrants that: (1) it owns the
            Lender's Released Claims; (2) no person other than itself has or has had any claim to,
            title to, right in, or any interest in the Lender's Released Claim; (3) that it has the
            sole right and exclusive authority to execute this Agreement; and (4) that it has not
            sold, assigned, transferred, conveyed,  or  otherwise  disposed
            of


            
             


            
            -19-


            
             

            
            

            

            any
             Lender's Released Claims or any interest therein and will not do so. Lender shall
            defend, indemnify and hold harmless the Seller and its directors, officers,
            subsidiaries, supervisors, agents, successors, partners, employees, shareholders,
            assigns, attorneys, representatives, insurers, parents, subsidiaries, and related
            entities, both past and present, from and against any and all claims, demands, alleged
            sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation
            of any nature whatsoever, whether known or unknown, suspected or unsuspected, arising
            or resulting from or related to, including attorneys' fees, any claim of a property or
            other interest in Lender's Released Claims by Lender's assigns, past or present
            attorneys, or other persons or entities claiming through Lender.


            
            9.         
            Seller's Warranty of Ownership of Seller's Released
            Claims. Seller represents and warrants that: (1) it owns
            Seller's Released Claims; (2) no person other than itself has or has had any claim to,
            title to, right in, or any interest in any Seller's Released Claim; (3) that it has the
            sole right and exclusive authority to execute this Agreement; and (4) that it has not
            sold, assigned, transferred, conveyed, or otherwise disposed of any Seller's Released
            Claims and will not so do. Seller shall defend, indemnify and hold harmless the Lender,
            Purchaser and the Corporation and its directors, officers, subsidiaries, supervisors,
            agents, successors, partners, employees, shareholders, assigns, attorneys,
            representatives, insurers, parents, subsidiaries, and related entities, both past and
            present, for any and all costs and expenditures, including attorneys' fees, relating to
            any claim of a property or other interest in Seller's Released Claims by Seller's
            heirs, assigns, Lenders, past or present attorneys, or other persons or entities
            claiming through Seller.


            
            10.       Purchaser
            's Warranty of Ownership of Purchaser's Released Claims.
            Purchaser represents and warrants that: (1) he owns Purchaser's Released Claims; (2) no
            person other than himself has or has had any claim to, title to, right in, or any
            interest in any of Purchaser's Released Claim; (3) that he has the sole right and
            exclusive authority to execute this Agreement; and (4) that he has not sold, assigned,
            transferred, conveyed, or otherwise disposed of any of Purchaser's Released Claims and
            will not so do. Purchaser shall defend, indemnify and hold harmless the Seller and its
            directors, officers, subsidiaries, supervisors, agents, successors, partners,
            employees, shareholders, assigns, attorneys, representatives, insurers, parents,
            subsidiaries, and related entities, both past and present, for any and all costs and
            expenditures, including attorneys' fees, relating to any claim of a property or other
            interest in Purchaser's Released Claims by Purchaser's heirs, assigns, Lenders, past or
            present attorneys, or other persons or entities claiming through Purchaser.


            
            11.       Corporation
            's Warranty of Ownership of Corporation's Released Claims.
            The Corporation represents and warrants that: (1) it owns Corporation's Released
            Claims; (2) no person other than itself has or has had any claim to, title to, right
            in, or any interest in any Corporation's Released Claim; (3) that it has the sole right
            and exclusive authority to execute this Agreement; and (4) that it has not sold,
            assigned, transferred, conveyed, or otherwise disposed of any Corporation's Released
            Claims and will not so do. Corporation shall defend, indemnify and hold harmless the
            Seller and its directors, officers, subsidiaries, supervisors, agents, successors,
            partners, employees, shareholders, assigns, attorneys, representatives, insurers,
            parents, subsidiaries, and related entities, both past and present, for any and all
            costs and expenditures, including attorneys' fees, relating to any claim of a property
            or other interest in Corporation's Released Claims by Corporation’s heirs,
            assigns, Lenders, past or present attorneys, or other persons or entities claiming
            through Seller.


             


            
            12.       
            Warranty of No Other Claims. The parties
            hereto represent and warrant that they have not filed any charges, grievances,
            complaints, lawsuits, liens, or other claims with any court agency, professional
            organization, or regulatory or administrative body against any other party
            hereto.


            
            13.       
            Further Assurances. Lender agrees to
            execute, deliver, and acknowledge any further instruments, documents, or amendments and
            to do and perform all such other acts and things as may be necessary from time to
             time  after  the  Effective Date, upon  Issuer's
             reasonable  request  or  Seller's  reasonable


            
             


            
            -20-


            
             

            
            

            

            
            request, to effectuate the purposes of this Agreement, including,
            without limitation, any filing, registration or recordation upon any applicable public
            records.


             


            
            14.        
            Notices. All written. notices, demands and
            request of any kind which any party may be required or may desire to serve upon the
            other parties hereto in connection with this Agreement shall be delivered only by
            courier or other means of personal service which provides written verification of
            receipt or by registered or certified mail return receipt requested. All notices shall
            be addressed to the party to be served as follows:


            
                	
                            
                             

                        	
                            
                            If to Seller:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
                	
                            
                             

                        	
                            
                            101 Lincoln Centre Drive, Suite 410

                        


            


            
                	
                            
                             

                        	
                            
                            Foster City, CA 94404

                        


            


             


            
                	
                            
                             

                        	
                            
                            If to Purchaser:

                        	
                            
                            Wing Yu

                        


            


            
                	
                            
                             

                        	
                            
                            101 Lincoln Centre Drive, Suite 410

                        


            


            
                	
                            
                             

                        	
                            
                            Foster City, CA 94404

                        


            


             


            
                	
                            
                             

                        	
                            
                            If to Lender:

                        	
                            
                            Jade Special Strategy, LLC

                        


            


            
                	
                            
                             

                        	
                            
                            1175 Walt Whitman Road, Suite 100

                        


            


            
                	
                            
                             

                        	
                            
                            Melville, NY 11747

                        


            


            
                	
                            
                             

                        	
                            
                            Attn: David Propis

                        


            


             


            
                	
                            
                             

                        	
                            
                            With Copy to:

                        	
                            
                            Westerman Ball Ederer Miller & Sharfstein,
                            LLP

                        


            


            
                	
                            
                             

                        	
                            
                            170 Old Country Rd., 4th Fl.

                        


            


            
                	
                            
                             

                        	
                            
                            Mineola, NY 11501

                        


            


            
                	
                            
                             

                        	
                            
                            Attn: David Gold, Esq.

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            If to the Corporation:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
                	
                            
                             

                        	
                            
                            101 Lincoln Centre Drive, Suite 410

                        


            


            
                	
                            
                             

                        	
                            
                            Foster City, CA 94404

                        


            


            
            15.       
            Successors and Assigns Transfer of Rights.
            This Agreement shall be binding upon and shall inure to the benefit of the
            Lender’s successors and assigns.


            
            16.       
            Waivers and Amendments. None of the terms
            or provisions of this Agreement may be waived, altered, modified or amended except by
            an instrument in writing, duly executed by each party to this Agreement.


            
            17.       
            Governing Law Jurisdiction. This Agreement
            shall be governed by and construed in accordance with the laws of the State of New
            York, without regard to conflict of laws principles, except to the extent that the
            validity or perfection of the security interest hereunder, or remedies hereunder, in
            respect of any particular Collateral are governed by the laws of a jurisdiction other
            than the State of New York. Unless otherwise defined herein, terms defined in the
            Uniform Commercial Code in effect in the State of California are used herein as therein
            defined. Each party hereto irrevocably and unconditionally: (i) agrees that any suit,
            action, or other legal proceeding arising out of this Agreement  shall be
             tried  and litigated  exclusively  in the state and federal
            courts


            
            -21-


             

            
            

            

             

            

            

            

            
            located in the State of California; (ii) consents to thejurisdiction of
            any such court in any such suit, action, or proceeding; and (iii) waives any objection
            which such party may have to the laying of venue of any such suit, action, or
            proceeding in any such court.


            
            18.       
            Attorneys' Fees and Costs. Each party shall
            pay and bear its own costs and fees of any kind, including without limitation
            attorneys' fees and costs, in connection with the negotiation, drafting, and delivery
            of this Agreement. The execution and delivery of this Agreement by the parties shall
            not constitute or be construed as an admission of any wrongdoing or fault in respect of
            the claims released hereunder or any other claims whatsoever. In the event of any
            arbitration, lawsuit, or other proceeding arising out of or relating to this Agreement,
            the prevailing party shall be entitled to recover from the other party hereto its
            reasonable attorneys' fees and costs of suit_


             


            
            19.       
            Joint Effort. Each party hereto warrants
            that he, she, or it has had a reasonable time to review this Agreement, and in fact has
            read it. Each party hereto further warrants that he, she, or it has had the opportunity
            to consult with an attorney regarding the content and significance of this Agreement,
            and in fact has either so consulted or knowingly waived his, her, or its right to so
            consult. In executing this Agreement, each party hereto acknowledges that he, she, or
            it does so with full knowledge of any and all rights he, she, or it may have, and after
            the contents of this Agreement and its meaning and ramifications have been fully
            explained to him, her, or it by their respective attorney.


            
            20.       
            Confidentiality of this Agreement. This
            Agreement and all of its terns are confidential, and said confidentiality is of the
            essence of this Agreement. Accordingly, the parties hereto and their agents, attorneys,
            advisors and assigns shall keep confidential and not disclose, publicize, or knowingly
            permit, authorize, or instigate disclosure or publication of the Agreement or its terms
            or contents to any person, firm, organization, or entity of any type, whether public or
            private, for any reason, except to attorneys, accountants and other advisors or as
            required by law.


            
            21.       
            Severability. Should any of the provisions
            set forth herein be determined to be invalid, illegal, or unenforceable by any court,
            agency, mediator, or any other tribunal of competent jurisdiction, such term will be
            enforced to the fullest extent permitted by applicable law, and such determination
            shall not affect the validity, legality, and enforceability of the other provisions
            herein. To this end, the provisions of this Agreement are agreed and declared to be
            severable.


            
            22.       
            Integration Clause. This Agreement sets
            forth the entire understanding and agreement between the parties with respect to the
            subject matter herein and supersedes any prior or contemporaneous, oral or written,
            agreements, understandings, or representations, if any, between the parties except as
            otherwise specifically set forth herein.


            
            23.       
            Warranty of Signatures. Each of the
            signatories to this Agreement represents and warrants that the signatory has full power
            and authority, and has been duly authorized, to execute this Agreement.


            
            24.       
            Captions. All headings and captions to the
            paragraphs of this Agreement are solely for the convenience of the parties, are not a
            part of this Agreement, and shall not be used for the interpretation of a determination
            of the validity of this Agreement or any portion hereof.


            
            25.       
            Counterparts. This Agreement may be
            executed in one or more counterparts, each of which shall be an original, but all of
            which shall constitute one agreement, with the same effect as if the signatures were on
            the same instrument. All executed copies of this Agreement shall constitute duplicate
            originals and shall be equally admissible in evidence.


             


            IN
            WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as
            of the day and year first above written.


             


            
            -22-


             

            
            

            

             

            

            

            

            
            FINANCIALCONTENT SERVICES, INC. (the
            “CORPORATION”)


             


            
            By:___________________________


            Its
            Authorized Agent


             


            
            FINANCIALCONTENT, INC. (“SELLER”)


             


             


            
            By:___________________________


            Its
            Authorized Agent


             


            WING YU
            (“PURCHASER”)


             


            
            ______________________________


            Wing
            Yu


             


            JADE
            SPECIAL STRATEGY, LLC (“LENDER”)


             


            
            By:___________________________


            Its
            Manager


             


            
            -23-


             

            
            

            

             

            

            

            

            
            EXHIBIT A-1


            
            SECURITY AGREEMENT


             


             


             

            

            

            

            
            SECURITY AGREEMENT


             


            
            This Security Agreement (the “Security
            Agreement”), dated as of _______ __, 2008, by and
            between FinancialContent Services,
            Inc., a Delaware corporation (the
            “Debtor”)
            and Jade Special Strategy, LLC, a
            Delaware limited liability company (the “Secured
            Party”).


             


            
            Background


             


            
                	
                            
                             

                        	
                            
                            1.

                        	
                            
                            FinancialContent Inc., the sole shareholder of Debtor
                            ("Parent"),
                            issued certain promissory notes to the Secured Party (the
                            “Notes”).
                            The aggregate outstanding principal balance of the Notes as of the date
                            hereof is $1,1650,000 (the "Existing
                            Debt"). The Notes are secured by a lien
                            on all or substantially all of the assets of Parent, including without
                            limitation, the stock of Debtor.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            2.

                        	
                            
                            FinancialContent Services, Inc., the original maker of
                            the Notes is in default on its obligations thereunder. To induce the
                            Secured Party to forebear on its right to foreclose on the stock of
                            Debtor and exercise other remedies available to Secured Party pursuant
                            to the Security Agreement between Parent and Secured Party dated on or
                            about February 13, 2006, as amended, the Parent has agreed to sell all
                            of the shares of Debtors capital stock pursuant to a Stock Purchase
                            Agreement among the Debtor, the Parent and the Secured Party dated as
                            of the date hereof (the “Stock
                            Purchase Agreement”).

                        


            


             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            The Debtor will assume the Notes and the Existing Debt
                            from Parent as of the effective date of the Stock Purchase Agreement.
                            As a further inducement for the Secured Party to forebear on its
                            rights, the Debtor has agreed to provide the Secured Party with a first
                            priority security interest in the Collateral (as hereinafter
                            defined).

                        


            


             


            N O
            W, T H E R E F O R E,


             


            
            In consideration of the promises and the mutual covenants and agreements
            herein set forth, the Debtor hereby agrees with the Secured Party as
            follows:


             


            
            Section 1.        
            Grant of Security Interest. The
            Debtor hereby grants to the Secured Party, on the terms and conditions hereinafter set
            forth, a first priority security interest in the collateral hereinafter identified (the
            “Collateral”).


             


            
            Section 2.        
            Collateral. The Collateral is all
            tangible and intangible assets of the Debtor of whatever kind and nature (including
            without limitation all intellectual property of whatever kind or nature of the Debtor
            including patents, trademarks, tradenames, copyrights and all other intellectual
            property and any applications or registrations therefore, accounts, chattel paper,
            commercial tort claims, documents, equipment, farm products, general intangibles,
            instruments, inventory, investment property, and the stock of all of Debtor’s
            subsidiaries), in each case whether now owned or hereafter acquired and wherever
            located, and all proceeds thereof, together with all proceeds, products, replacements
            and renewals thereof.


            
             


            
            -24-


             

            
            

            

             

            

            

            

            
            Section 3.        
            Representations and Warranties;
            Covenants. The Debtor hereby warrants and covenants as
            follows:


             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            The Debtor has title to the Collateral free from any
                            lien, security interest, encumbrance or claim (confirm for inventory
                            and any other trades payable).

                        


            


             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            The Debtor will maintain the Collateral so as to
                            preserve its value subject to wear and tear in the ordinary
                            course.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            The Debtor is a corporation duly organized, validly
                            existing and in good standing under the laws of the State of
                            Delaware.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            The Debtor will pay when due all existing or future
                            charges, liens, or encumbrances on the Collateral, and will pay when
                            due all taxes and assessments now or hereafter imposed or affecting it
                            unless such taxes or assessments are diligently contested by the Debtor
                            in good faith and reasonable reserves are established
                            therefor.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            All information with respect to the Notes and the
                            Collateral and account debtors set forth in any schedule, certificate
                            or other writing at any time heretofore or hereafter furnished by the
                            Debtor to the Secured Party, and all other written information
                            heretofore or hereafter furnished by the Debtor to the Secured Party,
                            is or will be true and correct in all material respects, as of the date
                            furnished.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (f)

                        	
                            
                            Promptly following execution of this Agreement, the
                            Secured Party will prepare, execute and file with the Secretary of
                            State in the State of Delaware, a UCC-1 Financing Statement covering
                            the Collateral, naming the Secured Party as Secured Party
                            thereunder.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (g)

                        	
                            
                            The Debtor will keep its records concerning the
                            Collateral at its address shown in Section 18 below. Such records will
                            be of such character as to enable the Secured Party or their
                            representatives to determine at any time the status thereof, and the
                            Debtor will not, unless the Secured Party shall otherwise consent in
                            writing, maintain any such record at any other address.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            The Debtor will furnish the Secured Party information on
                            a quarterly basis concerning the Debtor, the Notes and the Collateral
                            as the Secured Party may at any time reasonably request.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            The Debtor will permit the Secured Party and its
                            representatives at any reasonable time on five (5) day prior written
                            notice to inspect any and all of the Collateral, and to inspect, audit
                            and make copies of and extracts from all records and all other papers
                            in possession of the Debtor pertaining to the Notes and the Collateral
                            and will, on request of the Secured Party, deliver to the Secured Party
                            all such records and papers for the purpose of enabling the Secured
                            Party to inspect, audit and copy same. Any of the Debtor’s
                            records delivered to the Secured Party shall

                        


            


            
             


            
            -25-

            
            

            

             

            

            

            

            
            be returned to the Debtor as soon as the Secured Party shall have
            completed its inspection, audit and/or copying thereof.


             


            
                	
                            
                             

                        	
                            
                            (j)

                        	
                            
                            The Debtor will, at such times as the Secured Party may
                            request, deliver to the Secured Party a schedule identifying the
                            Collateral subject to the security interest of this Security Agreement,
                            and such additional schedules, certificates, and reports respecting all
                            or any of the Collateral at the time subject to the security interest
                            of this Security Agreement, and the items or amounts received by the
                            Debtor in full or partial payment or otherwise as proceeds received in
                            connection with any Collateral. Any such schedule, certificate or
                            report shall be executed by a duly authorized officer of the Debtor on
                            behalf of the Debtor and shall be in such form and detail as the
                            Secured Party may specify. The Debtor shall immediately notify the
                            Secured Party of the occurrence of any event causing loss or
                            depreciation in the value of the Collateral, and the amount of such
                            loss or depreciation.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (k)

                        	
                            
                            If and when so requested by the Secured Party, the
                            Debtor will stamp on the recordsof the Debtor concerning the Collateral
                            a notation, in a form satisfactory to the Secured Party, of the
                            security interest of the Secured Party under this Security
                            Agreement.

                        


            


             


            
            Section 4.      
            Disposition of Collateral in Ordinary
            Course. Debtor shall not sell, transfer, assign, convey,
            license, grant any right to use or otherwise dispose of any Collateral except in the
            ordinary course of business, without the prior written consent of the Secured
            Party.


             


            
            Section 5.      
            Secured Party May Perform. Upon the
            occurrence and continuation of an “Event of
            Default” under any of the Notes, at the option of the
            Secured Party, the Secured Party may discharge taxes, liens or security interests, or
            other encumbrances at any time hereafter levied or placed on the Collateral; may pay
            for insurance required to be maintained on the Collateral pursuant to Section 3; and
            may pay for the maintenance and preservation of the Collateral. The Debtor agrees to
            reimburse the Secured Party on demand for any payment made, or any expense incurred, by
            the Secured Party pursuant to the foregoing authorization. Until the occurrence and
            continuation of an Event of Default, the Debtor may have possession of the Collateral
            and use it in any lawful manner not inconsistent with this the Security
            Agreement.


            
             


            
            Section 6.      
            Obligations Secured; Certain Remedies.
            This Security Agreement secures the payment and performance of all
            obligations of the Debtor to the Secured Party under the Notes, whether now existing or
            hereafter arising and whether for principal, interest, costs, fees or otherwise
            (collectively, the
            “Obligations”).
            The Debtor acknowledges that the amount of the Existing Debt is $1,165,000 exclusive of
            interest as of the date hereof and Debtor owes such amount without any defense, set-off
            or counterclaim. Upon the occurrence and continuation of an Event of Default under any
            of the Notes, the Secured Party may declare all obligations secured hereby immediately
            due and payable and may exercise the remedies of a secured party under the Uniform
            Commercial Code. Without limiting the foregoing, the Secured Party may require the
            Debtor to assemble the Collateral and make it available to the Secured Party at a place
            to be designated by the Secured Party which is reasonably convenient to both parties or
            to execute appropriate documents of assignment, transfer and


            
             


            
            -27-            


             

            
            

            

             

            

            

            

            
            conveyance, in each case, in order to permit the Secured Party to take
            possession of and title to the Collateral. Unless the Collateral is perishable or
            threatens to decline rapidly in value or is of a type customarily sold on a recognized
            market, the Secured Party will give the Debtor reasonable notice of the time and place
            of any public sale thereof or of the time after which any private sale or any other
            intended disposition thereof is to be made. The requirements of reasonable notice shall
            be met if such notice is mailed to the Debtor via registered or certified mail, postage
            prepaid, at least fifteen (15) days before the time of sale or disposition. Expenses of
            retaking, holding, preparing for sale, selling or the like, shall include the Secured
            Party’s reasonable attorneys’ fees and legal expenses.


             


            
            Section 7.      
            Debtor Remains Liable. Anything
            herein to the contrary notwithstanding:


             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Notwithstanding the exercise of any remedy available to
                            the Secured Party hereunder or at law in connection with an Event of
                            Default, the Debtor shall remain liable to repay the balance remaining
                            unpaid and outstanding under the Notes after the value or proceeds
                            received by the Secured Party in connection with such remedy is
                            subtracted. The Secured Party shall promptly deliver and pay over to
                            the Debtor any portion of the value or proceeds received in connection
                            with such remedy that remains after the unpaid and outstanding portion
                            of the Notes is paid in full.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            The Debtor shall remain liable under the contracts and
                            agreements included in the Collateral to the extent set forth therein,
                            and shall perform all of its duties and obligations under such
                            contracts and agreements to the same extent as if this Security
                            Agreement had not been executed.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            The exercise by the Secured Party of any of its rights
                            hereunder shall not release the Debtor from any of its duties or
                            obligations under any such contracts or agreements included in the
                            Collateral.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            The Secured Party shall not have any obligation or
                            liability under any such contracts or agreements included in the
                            Collateral by reason of this Security Agreement, nor shall the Secured
                            Party be obligated to perform any of the obligations or duties of the
                            Debtor thereunder or to take any action to collect or enforce any claim
                            for payment assigned hereunder.

                        


            


             


            
            Section 8.      
            Security Interest Absolute. All
            rights of the Secured Party and the security interests granted to the Secured Party
            hereunder shall be absolute and unconditional, to the maximum extent permitted by law,
            irrespective of:


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Any lack of validity or enforceability of the Notes or
                            any other document or instrument relating thereto;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            Any change in the time, manner or place of payment of,
                            or in any other term of, all or any part of the Obligations or any
                            other amendment to or waiver of or any consent to any
                            departure from the Notes or any other document or instrument relating
                            thereto;


                            
                             

                        


            


            
             


            -28-

            
            

            

             

            

            


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Any exchange, release or non-perfection of any
                            collateral (including the Collateral), or any release of or amendment
                            to or waiver of or consent to or departure from any guaranty, for all
                            or any of the Obligations; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Any other circumstance which might otherwise constitute
                            a defense available to, or a discharge of, the Debtor, a guarantor or a
                            third party grantor of a security interest.

                        


            


             


            
            Section 9.      
            Additional Assurances. At the
            request of the Secured Party, the Debtor will join in executing or will execute, as
            appropriate, all necessary financing statements in a form satisfactory to the Secured
            Party, and the Debtor will pay the cost of filing such statements, including all
            statutory fees. The Debtor will further execute all other instruments deemed necessary
            by the Secured Party and pay the cost of filing such instruments. The Debtor warrants
            that no financing statement covering Collateral or any part or proceeds thereof is
            presently on file in any public office. The Debtor covenants that it will not grant any
            other security interest in the Collateral without first obtaining the written consent
            of the Secured Party.


             


            
            Section 10.    
            Representations, Warranties and Covenants Concerning
            Debtor’s Legal Status.


             


            
            (a)       The Debtor has previously
            executed and delivered to the Secured Party a Perfection Certificate in the form
            of Schedule I hereto. The
            Debtor represents and warrants to the Secured Party as follows:


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Debtor’s exact legal name is as indicated on the
                            Perfection Certificate and on the signature page hereof;

                        


            


             


            
                	
                            
                             

                        	
                            
                            (ii)

                        	
                            
                            Debtor is an organization of the type, and is organized
                            in the jurisdiction, set forth in the Perfection
                            Certificate;

                        


            


             


            
                	
                            
                             

                        	
                            
                            (iii)

                        	
                            
                            the Perfection Certificate accurately sets forth
                            Debtor’s organizational identification number or accurately
                            states that Debtor has none;

                        


            


             


            
                	
                            
                             

                        	
                            
                            (iv)

                        	
                            
                            the Perfection Certificate accurately sets forth
                            Debtor’s place of business or, if more than one, its chief
                            executive office as well as Debtor’s mailing address, if
                            different; and

                        


            


             


            
                	
                            
                             

                        	
                            
                            (v)

                        	
                            
                            all other information set forth on the Perfection
                            Certificate is accurate and complete.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            The Debtor covenants with the Secured Party as
                            follows:

                        


            


             


            
            -29-


             

            
            

            

             

            

            

            

            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            without providing 15 days prior written notice to the
                            Secured Party, Debtor will not change its name, its place of business,
                            or, if more than one, its chief executive offices or its mailing
                            address or organizational identification number, if it has
                            one

                        


            


             


            
                	
                            
                             

                        	
                            
                            (ii)

                        	
                            
                            if Debtor does not have an organizational identification
                            number and later obtains one, Debtor shall forthwith notify the Secured
                            Party of such organizational identification number; and

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (iii)

                        	
                            
                            Debtor will not change its type of organization,
                            jurisdiction of organization or other legal structure, unless Debtor is
                            subject to a merger, acquisition or Liquidity Event.

                        


            


            
             


            
            Section 11.    
            Expenses. The Debtor will upon
            demand pay to the Secured Party the amount of any and all reasonable expenses,
            including the reasonable fees and disbursements of its counsel and of any experts and
            agents, which the Secured Party may incur in connection with (i) the custody,
            preservation, use or operation of, or the sale of, collection from, or other
            realization upon, any of the Collateral upon the occurrence and continuation of an
            Event of Default, (ii) the exercise or enforcement of any of the rights of the Secured
            Party hereunder, or (iii) the failure by the Debtor to perform or observe any of the
            provisions hereof.


            
             


            
            Section 12.     Notices
            of Loss or Depreciation. The Debtor will immediately
            notify the Secured Party of any claim, suit or proceeding against any Collateral or any
            event causing loss or depreciation in the value of Collateral, including the amount of
            such loss or depreciation


            
             


            
            Section 13.     No
            Waivers. No waiver by the Secured Party of any default
            shall operate as a waiver of any other default or of the same default on any subsequent
            occasion.


            
             


            
            Section 14.    
            Successor and Assigns. The Secured
            Party shall have the right to assign this Security Agreement and its rights hereunder
            without the consent of the Debtor. All rights of the Secured Party shall inure to the
            benefit of the successors and assigns of the Secured Party. All obligations of the
            Debtor shall be binding upon the Debtor’s successors and assigns.


            
             


            
            Section 15.    
            Governing Law; Jurisdiction. This
            Security Agreement shall be governed by the laws of the State of New York, without
            giving effect to such jurisdiction’s principles of conflict of laws, except to
            the extent that the validity or the perfection of the security interest hereunder, or
            remedies hereunder, in respect of any particular Collateral are governed by the laws of
            a jurisdiction other than the State of New York. Each of the parties hereto submits to
            the personal jurisdiction of and each agrees that all proceedings relating hereto shall
            be brought in federal or state courts located within Nassau or Suffolk Counties in the
            State of New York.


            
             


            
            Section 16.    
            Counterparts. This Security
            Agreement may be executed in any number of counterparts, each of which will be deemed
            an original, but all of which together shall constitute one and the same
            instrument.


            
             


            
            -30-         


            
             

            
            

            

             

            

            

            

            
            Section 17.     Remedies
            Cumulative. The rights and remedies herein are
            cumulative, and not exclusive of other rights and remedies which may be granted or
            provided by law.


            
             


            
            Section 18.    
            Notices. Any demand upon or notice
            to the Debtor hereunder shall be effective when delivered by hand or when properly
            deposited in the mails postage prepaid, or sent by electronic facsimile transmission,
            receipt acknowledged, or delivered to an overnight courier, in each case addressed to
            the Debtor at the address shown below or as it appears on the books and records of the
            Secured Party. Demands or notices addressed to any other address at which the Secured
            Party customarily communicates with the Debtor also shall be effective. Any notice by
            the Debtor to the Secured Party shall be given as aforesaid, addressed to the Secured
            Party at the address shown below or such other address as the Secured Party may advise
            the Debtor in writing:


            
             


            
                	
                            
                             

                        	
                            
                            If to the Secured Party:

                        	
                            
                            Jade Special Strategy, LLC

                        


            


            
                	
                            
                             

                        	
                            
                            1175 Walt Whitman Road, Suite 100A

                        


            


            
                	
                            
                             

                        	
                            
                            Melville, NY 11747

                        


            


             


            
                	
                            
                             

                        	
                            
                            With a copy to:

                        	
                            
                            Westerman Ball Ederer Miller & Sharfstein,
                            LLP

                        


            


            
                	
                            
                             

                        	
                            
                            170 Old Country Road

                        


            


            
                	
                            
                             

                        	
                            
                            Mineola, NY 11501

                        


            


            
                	
                            
                             

                        	
                            
                            Attn: Alan C. Ederer, Esq.

                        


            


             


            
                	
                            
                             

                        	
                            
                            If to the Debtor:

                        	
                            
                            FinancialContent Services, Inc.

                        


            


            
                	
                            
                             

                        	
                            
                            101 Lincoln Centre Drive

                        


            


            
                	
                            
                             

                        	
                            
                            Suite 410

                        


            


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
                	
                            
                             

                        	
                            
                            Attn.: Mr. Wing Yu

                        


            


             


             


            
            Section 19.     Entire
            Agreement. This Security Agreement and the documents and
            instruments referred to herein embody the entire agreement entered into between the
            parties relating to the subject matter hereof, and may not be amended, waived, or
            discharged except by an instrument in writing executed by the Secured Party.


            
             


            
            Section 20.    
            Termination. This Security Agreement
            shall terminate upon the repayment in full of the Notes upon which the Secured Party
            shall cooperate in the filing of the necessary or appropriate documents and instruments
            to release the security interest created hereby and will execute and deliver any and
            all documents and/or instruments reasonably requested by Debtor in connection
            therewith.


            
             


            -31


            

            

            

            


             

            

            

            

            
            


            
            IN WITNESS WHEREOF, the parties hereto, by their duly authorized agents,
            have executed this Security Agreement as of the date set forth above.


            
             


            
            FINANCIALCONTENT SERVICES, INC.


            
             


            
            By:___________________________________________


            
                	
                             

                        	
                            Name:

                        


            


            
                	
                             

                        	
                            Title:

                        


            


            
             


            
             


            
            JADE SPECIAL STRATEGY, LLC


            
             


            
            


            
            By:___________________________________________


            
                	
                             

                        	
                            
                            Name:

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Manager

                        


            


             


            
            -32-

            
            

            

             

            

            

            

            


            
            SCHEDULE I


             


            
            PERFECTION CERTIFICATE


             


            
            The undersigned, the Chief Executive Officer of
            FinancialContent Services, Inc., a Delaware
            corporation (the "Company"),
            hereby certifies, with reference to a certain Security Agreement, dated as of ________,
            2008 (terms defined in such Security Agreement having the same meanings herein as
            specified therein), between the Company and Jade Special
            Strategy, LLC (the "Secured
            Party"), to the Secured Party as follows:


             


            
            1.         
            Name. The
            exact legal name of the Company as that name appears on its Certificate of
            Incorporation is as follows: FinancialContent Services, Inc.


             


            
                	
                            
                             

                        	
                            
                            2.

                        	
                            
                            Other Identifying
                            Factors.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (a) The following is the mailing address of the
                            Company:

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            County

                        	
                            
                            State

                        


            


            
            101 Lincoln Centre Drive, Suite 410


            
            Foster City___________________________San
            Mateo_____California


             


             


            
            (b)       If different from its
            mailing address, the Company’s place of business or, if more than one, its chief
            executive office is located at the following address:


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            County

                        	
                            
                            State

                        


            


            
            ____________Same as above


             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            The following is the type of organization of the
                            Company: Corporation

                        


            


             


            
            (d)       The following is the
            jurisdiction of the Company’s organization: Delaware.


             


            
            (e)       The following is the
            Company's state issued organizational identification number:
            ___________________


             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Other Names, Etc.

                        


            


             


            
            The following is a list of all other names (including trade names or
            similar appellations) used by the Company, or any other business or organization to
            which the Company became the successor by merger, consolidation, acquisition, change in
            form, nature or jurisdiction of organization or otherwise, now or at any time during
            the past five years: FinancialContent


            
             


            
            -33-        


             

            
            

            

             

            

            

            

            
             


            
             


            
                	
                            
                             

                        	
                            
                            4.

                        	
                            
                            Other Current
                            Locations.

                        


            


             


            
            (a)       The following are all other
            locations in the United States of America in which the Company maintain any books or
            records relating to any of the Collateral consisting of accounts, instruments, chattel
            paper, general intangibles or mobile goods:


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            County

                        	
                            
                            State

                        


            


            
                	
                            
                             

                        	
                            
                            101 Lincoln Centre Drive, Suite 410

                        


            


            
                	
                            
                             

                        	
                            
                            Foster City

                        	
                            
                            San Mateo

                        	
                            
                            California

                        


            


             


            
            (b)       The following are all other
            places of business of the Company in the United States of America:


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            County

                        	
                            
                            State

                        


            


            
                	
                            
                             

                        	
                            
                            None

                        


            


             


             


            
            (c)       The following are all other
            locations in the United States of America where any of the Collateral consisting of
            inventory or equipment is located:


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            County

                        	
                            
                            State

                        


            


            
            200 Paul Avenue


            
            San Francisco_______________San
            Francisco________________California


             


             


            
            (d)       The following are the names
            and addresses of all persons or entities other than the Company, such as lessees,
            consignees, warehousemen or purchasers of chattel paper, which have possession or are
            intended to have possession of any of the Collateral consisting of instruments, chattel
            paper, inventory or equipment:


             


            
                	
                            
                             

                        	
                            
                            Name

                        	
                            
                            Mailing Address

                        	
                            
                            County

                        	
                            
                            State

                        


            


            
                	
                            
                             

                        	
                            
                            None

                        


            


             


            
            -34-


             

            
            

            

             

            

            

            

            
            IN WITNESS WHEREOF, I have hereunto signed this Perfection Certificate
            on _____ __, 2008.


            
             


            
             


            
            _____________________________


            
            Name: Wing Yu


            
            Title


            
             


            -35- 


             

            
            

            

             

            

            

            

            
            EXHIBIT B


            
            PROMISSORY NOTE


             


             


             


             


             


             


             


             


             


            
            -36-

            
            

            

             


            


             

            

            

            

            
            PROMISSORY NOTE


            
                	
                            
                            May ___, 2008

                        	
                            
                            $50,000.00

                        


            


            
            PROMISSORY NOTE. Subject to all the
            following terms and conditions set forth in this Promissory Note (this
            “Note”), FinancialContent, Inc., a Delaware corporation (the
            “Company”), for value received, promises to pay to Jade Special Strategy,
            LLC (the “Holder”), in accordance with the provisions hereof, on April ___,
            2010, the principal amount of Fifty Thousand Dollars ($50,000.00), with interest as set
            forth in Section 2 below accrued on such unpaid and principal amount from time to time
            outstanding until paid. All payments of principal and/or interest under this Note will
            be made at the office of the Holder as set forth below.


            
            2.         
            INTEREST. Interest under this Note shall
            accrue at the rate of six (6) percent, compounded annually, from the date of such Note
            until paid in full. Such interest shall only be payable upon the repayment of all
            principal due hereunder or as otherwise specified herein.


             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            SECURITY AGREEMENT.
                            n/a

                        


            


             


            
            ACCELERATION. Notwithstanding the
            provisions contained in this Note, the entire amount of principal advanced to the
            Company under this Note and remaining unpaid, plus all unpaid interest on unpaid
            principal under this Note, shall immediately be due and payable upon an Event of
            Default (as hereinafter defined).


            
            EVENTS OF DEFAULT. If any of the following
            events shall occur (each herein individually referred to as an “Event of
            Default”), the Company shall immediately provide notice thereof to the Holder of
            this Note, who may declare the entire unpaid principal and accrued interest on this
            Note immediately due and payable, by written notice to the Company effective upon
            dispatch (provided that upon the occurrence of an event described in subsection 4.1 or
            4.2 below, the entire unpaid principal and accrued interest on this Note shall
            immediately become due and payable), without any other presentment, demand, protest or
            other notice of any kind or character, all of which are hereby expressly waived,
            anything herein to the contrary notwithstanding:


            
            The institution by the Company of proceedings to be adjudicated bankrupt
            or insolvent, or the cconsent by it to institution of bankruptcy or insolvency
            proceedings against it or the filing by it of a petition or aanswer or consent seeking
            reorganization or release under the Federal Bankruptcy Code, or any other similar
            ffederal or state law, or the consent by it to the filing of any such petition or the
            appointment of a receiver, liliquidator, assignee, trustee, or other similar official,
            of the Company, or of any substantial part of its property, or tthe making by it of an
            assignment for the benefit of creditorsns; or


            
            If, within sixty (60) days after the commencement of an action against
            the Company seeking any bbankruptcy, insolvency, reorganization, liquidation,
            dissolution or similar relief under any present or future sstatute, law or regulation,
            such action shall not have been dismissed or all orders or proceedings thereunder
            aaffecting the operations or the business of the Company stayed, or if the stay of any
            such order or proceeding sshall  thereafter  be  set  aside, 
            or  if,  within  sixty   (60)  days  after  
            the  appointment   without   the  consent
             or


            
             


            
            -37-         


            
             

            
            

            

             

            

            

            

            
            oacquiescence of the Company of any trustee, receiver or liquidator of
            the Company or of all or any substantial part of the properties of the Company, such
            appointment shall not have been vacated; or


            
            The Company shall have defaulted in payment of principal or interest
            under this Note and such default shall have continued for ten days following written
            notice thereof from the Holder.


            
            REPRESENTATIONS. The Company hereby
            represents and warrants that:


            
            Organization and Good Standing. The Company is a corporation duly
            organized, validly existing and in good standing under the laws of the State of
            Delaware.


            
            Due Authorization, Execution and Enforceability. The execution and
            delivery by the Company of and the performance of its obligations under this Note have
            been duly authorized by all necessary corporate action on the part of the Company and
            this Note has been duly and validly executed and delivered by the Company and
            constitutes a valid and binding agreement of the Company enforceable in accordance with
            its terms.


            
            No Default or Conflicts. The execution and delivery of this Note by the
            Company and the performance by the Company of its obligations under this Note do not
            and will not conflict with or result in a violation or breach of, or require any
            consent, approval, authorization or order under, (i) any applicable law, statute, rule
            or regulation, judgment, injunction, order, decree or agreement or (ii) the certificate
            of incorporation or bylaws of the Company.


            
            NO RIGHTS OR LIABILITIES AS STOCKHOLDER.
            This Note does not by itself entitle the Holder to any voting rights or other rights as
            a stockholder of the Company


            
            AMENDMENT; WAIVER. Any term of this Note
            may be amended, and the observance of any term of this Note may be waived (either
            generally or in a particular instance and either retroactively or prospectively) by the
            written consent of the Company and the Holder. Any amendment or waiver effected in
            accordance with the previous sentence shall be binding upon each future holder or
            transferee of this Note (or part thereof) and the Company. The Company and all
            endorsers and guarantors of this Note hereby waive presentment, demand, protest, notice
            of dishonor, notice of non-payment, notice of maturity and notice of protest for
            nonpayment of this Note and consent to any extension or postponement of the time of
            payment or any other indulgence.


            
            ASSIGNMENT. This Note may not be assigned
            or transferred by the Holder without the prior written consent of the
            Company.


            
            SUCCESSORS AND ASSIGNS. Subject to Section
            8, all covenants, agreements and undertakings in this Note by or on behalf of any of
            the parties shall bind and inure to the benefit of the respective successors and
            assigns of the parties whether so expressed or not.


            
            TREATMENT OF NOTE. To the extent permitted
            by generally accepted accounting principles, the Company will treat, account and report
            the Note as debt and not equity for accounting purposes and with respect to any returns
            filed with federal, state or local tax authorities.


            -38-

            
            

            

             


             

            

            

            

            
            HEADINGS. The headings in this Note are for
            purposes of convenience of reference only, and shall not be used to interpret this
            Note.


            
            NOTICES. Any notice, request or other
            communication required or permitted hereunder must be given in writing and shall be
            deemed to have been duly given when personally delivered or when deposited in the
            United States mail by registered or certified mail, postage prepaid or sent via a
            nationally recognized overnight courier service to the Company or the Holder at their
            respective addresses set forth below:


            
            To the Company:


            
             


            
            FinancialContent, Inc.


            
            400 Oyster Point Boulevard, Suite 435


            
            South San Francisco, CA 94080


            
            Fax: 650-745-2677


            
            To the Holder:


            
            Jade Special Strategy, LLC 1175 Walt Whitman Road, Suite 100 Melville,
            NY 11747 Attn: David Propis Fax:


            
             


            The
            Company or Holder may each by written notice so given change its address for future
            notices hereunder.


            
            GOVERNING LAW; JURISDICTION. This Note
            shall be construed and enforced in accordance with, and governed by, the internal laws
            of the State of New York, excluding that body of law applicable to conflicts of
            law.


            
            ATTORNEYS’ FEES. The parties hereto
            shall pay their own legal fees. If action is brought to enforce the provisions of this
            Note, the prevailing party shall be entitled to recover its reasonable costs and
            expenses, including legal fees and disbursements of counsel.


            
            TERMS BINDING. By execution hereof, the
            Holder of this Note (and each subsequent holder of this Note) accepts and agrees to be
            bound by all the terms and conditions of this Note.


            
            SEVERABILITY. In the event any one or more
            of the provisions of this Note shall for any reason be held to be invalid, illegal or
            unenforceable, in whole or in part or in any respect, or in the event that any one or
            more of the provisions of this Note operate or would prospectively operate to
            invalidate this Note, then and in any such event, such provision(s) only shall be
            deemed null and void and shall not affect any other provision of this Note and the
            remaining provisions of this Note shall remain operative and in full force and effect
            and in no way shall be affected, prejudiced or disturbed thereby.


            
             


            -39- 

            
            

            

             


             

            

            

            

            
            ENTIRE AGREEMENT. This Note constitutes and
            contains the entire agreement of the parties and supersedes any and all prior
            negotiations, correspondence, understandings, agreements, duties or obligations between
            the parties respecting the subject matter hereof.


            IN
            WITNESS WHEREOF, the parties have entered into this Note as
            of the date first written above.


            
            FINANCIALCONTENT, INC.


            
            a Delaware corporation


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            ______________________________

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Authorized Agent

                        


            


            
            JADE SPECIAL STRATEGY, LLC


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            _______________________________

                        


            


            
            Name: David Propis


            
                	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Manager

                        


            


             


            
            -40-


             

            
            

            

             

            

            

            

            
            EXHIBIT C-1


             


            
            SERIES A WARRANT ISSUED FEBRURARY 13, 2006


             


             


             


             


             


             


            
            -41-


             


             

            
            

            

             


            


             

            

            

            

             


            THIS
            WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
            STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
            REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE
            ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
            THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
            OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


             


            
            SERIES A WARRANT TO PURCHASE


             


            
            SHARES OF COMMON STOCK


             


            
            OF


             


            
            FINANCIALCONTENT, INC.


             


            
            Expires February 13, 2011


             


            
                	
                            
                            No.: W-A-06- __

                        	
                            
                            Number of Shares: 116,667

                        


            


            Date
            of Issuance: February 13, 2006


             


            
            FOR VALUE RECEIVED, the undersigned, FinancialContent, Inc., a Delaware
            corporation (together with its successors and assigns, the
            "Issuer"), hereby certifies that
            Jade Special Strategy, LLC or its registered assigns is entitled to subscribe for and
            purchase, during the Term (as hereinafter defined), up to one hundred sixteen thousand
            six hundred sixty seven (116,667) shares (subject to adjustment as hereinafter
            provided) of the duly authorized, validly issued, fully paid and non-assessable Common
            Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in
            effect, subject, however, to the provisions and upon the terms and conditions
            hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined
            herein shall have the respective meanings specified in Section 8 hereof.


             


            
            1.         
            Term. The term of this Warrant shall
            commence on February 13, 2006 and shall expire at 6:00 p.m., eastern time, on February
            13, 2011 (such period being the
            "Term").


            
             


            
                	
                            
                             

                        	
                            
                            2.

                        	
                            
                            Method of Exercise; Payment; Issuance of New Warrant;
                            Transfer and Exchange.

                        


            


            
             


            
            (a)       
            Time of Exercise. The purchase rights
            represented by this Warrant may be exercised in whole or in part during the
            Term.


             


            
            (b)       
            Method of Exercise. The Holder hereof may
            exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the
            exercise form attached hereto duly executed) at the principal office of the


            
             


            -42-


             

            
            

            

             

            

            

            

            
            Issuer, and by the payment to the Issuer of an amount of consideration
            therefor equal to the Warrant Price in effect on the date of such exercise multiplied
            by the number of shares of Warrant Stock with respect to which this Warrant is then
            being exercised, payable at such Holder's election (i) by certified or official bank
            check or by wire transfer to an account designated by the Issuer, (ii) by "cashless
            exercise" in accordance with the provisions of subsection (c) of this Section 2, but
            only when a registration statement under the Securities Act providing for the resale of
            the Warrant Stock is not then in effect, or (iii) by a combination of the foregoing
            methods of payment selected by the Holder of this Warrant.


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Cashless Exercise.
                            n/a

                        


            


            
             


            
            (d)       
            Issuance of Stock Certificates. In the
            event of any exercise of this Warrant in accordance with and subject to the terms and
            conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall
            be delivered to the Holder hereof within a reasonable time, not exceeding three (3)
            Trading Days after such exercise (the “Delivery
            Date”) or, at the request of the Holder (provided that
            a registration statement under the Securities Act providing for the resale of the
            Warrant Stock is then in effect), issued and delivered to the Depository Trust Company
            (“DTC”) account on the
            Holder’s behalf via the Deposit Withdrawal Agent Commission System
            (“DWAC”) within a
            reasonable time, not exceeding three (3) Trading Days after such exercise (provided,
            however that the Issuer or its transfer agent shall only be obligated to issue and
            deliver the shares to the DTC on the Holder’s behalf via DWAC or certificates
            free of restrictive legends if such exercise is in connection with a sale (as evidenced
            by documentation furnished to and reasonably satisfactory to the Issuer) and the
            registration statement providing for the resale of the Warrant Stock is effective, and
            the Holder hereof shall be deemed for all purposes to be the holder of the shares of
            Warrant Stock so purchased as of the date of such exercise and (ii) unless this Warrant
            has expired, a new Warrant representing the number of shares of Warrant Stock, if any,
            with respect to which this Warrant shall not then have been exercised (less any amount
            thereof which shall have been canceled in payment or partial payment of the Warrant
            Price as hereinabove provided) shall also be issued to the Holder hereof at the
            Issuer's expense within such time.


             


            
            (e)       
            Compensation for Buy-In on Failure to Timely Deliver Certificates
            Upon Exercise. In addition to any other rights available to
            the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a
            certificate or certificates representing the Warrant Stock pursuant to an exercise on
            or before the Delivery Date, and if after such date the Holder is required by its
            broker to purchase (in an open market transaction or otherwise) shares of Common Stock
            to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the
            Holder anticipated receiving upon such exercise (a
            “Buy-In”), then the
            Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s
            total purchase price (including brokerage commissions, if any) for the shares of Common
            Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of
            shares of Warrant Stock that the Issuer was required to deliver to the Holder in
            connection with the exercise at issue times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the option of the
            Holder, either reinstate the portion of the Warrant and equivalent number of shares of
            Warrant Stock for which such exercise was not honored or deliver to the Holder the
            number of shares of Common Stock that would have been issued had the Issuer timely
            complied with its exercise and delivery obligations hereunder. For example, if the
            Holder purchases Common Stock having a total purchase price of $11,000 to cover a
            Buy-In


            
             


            -43-


             

            
            

            

             

            

            

            

            with
            respect to an attempted exercise of shares of Common Stock with an aggregate sale price
            giving rise to such purchase obligation of $10,000, under clause (1) of the immediately
            preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder
            shall provide the Issuer written notice indicating the amounts payable to the Holder in
            respect of the Buy-In, together with applicable confirmations and other evidence
            reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right
            to pursue any other remedies available to it hereunder, at law or in equity including,
            without limitation, a decree of specific performance and/or injunctive relief with
            respect to the Issuer’s failure to timely deliver certificates representing
            shares of Common Stock upon exercise of this Warrant as required pursuant to the terms
            hereof.


            
            (f)        
            Transferability of Warrant. Subject to
            Section 2(h) hereof, this Warrant may be transferred by a Holder without the consent of
            the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred
            on the books of the Issuer by the Holder hereof in person or by duly authorized
            attorney, upon surrender of this Warrant at the principal office of the Issuer,
            properly endorsed (by the Holder executing an assignment in the form attached hereto)
            and upon payment of any necessary transfer tax or other governmental charge imposed
            upon such transfer. This Warrant is exchangeable at the principal office of the Issuer
            for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new
            Warrant to represent the right to purchase such number of shares of Warrant Stock as
            the Holder hereof shall designate at the time of such exchange. All Warrants issued on
            transfers or exchanges shall be dated the Original Issue Date and shall be identical
            with this Warrant except as to the number of shares of Warrant Stock issuable pursuant
            thereto.


             


            
            (g)       
            Continuing Rights of Holder. The Issuer
            will, at the time of or at any time after each exercise of this Warrant, upon the
            request of the Holder hereof, acknowledge in writing the extent, if any, of its
            continuing obligation to afford to such Holder all rights to which such Holder shall
            continue to be entitled after such exercise in accordance with the terms of this
            Warrant, provided that if any such
            Holder shall fail to make any such request, the failure shall not affect the continuing
            obligation of the Issuer to afford such rights to such Holder.


            
             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            Compliance with Securities Laws.

                        


            


             


            
            (i)        The Holder of this
            Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant
            Stock to be issued upon exercise hereof are being acquired solely for the Holder's own
            account and not as a nominee for any other party, and for investment, and that the
            Holder will not offer, sell or otherwise dispose of this Warrant or any shares of
            Warrant Stock to be issued upon exercise hereof except pursuant to an effective
            registration statement, or an exemption from registration, under the Securities Act and
            any applicable state securities laws.


             


            
            (ii)       Except as provided in
            paragraph (iii) below, this Warrant and all certificates representing shares of Warrant
            Stock issued upon exercise hereof shall be stamped or imprinted with a legend in
            substantially the following form:


             


            
            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF  HAVE NOT   BEEN  REGISTERED  UNDER 
            THE   SECURITIES  ACT  OF  1933,  AS


            
             


            -44-

            
            

            

             

            

            

            

            
            AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT
            BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
            ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN
            OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH
            SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
            SECURITIES LAWS IS NOT REQUIRED.


             


            
            (iii)      The Issuer agrees to reissue
            this Warrant or certificates representing any of the Warrant Stock, without the legend
            set forth above if at such time, prior to making any transfer of any such securities,
            the Holder shall give written notice to the Issuer describing the manner and terms of
            such transfer. Such proposed transfer will not be effected until: (a) either (i) the
            Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
            effect that the registration of such securities under the Securities Act is not
            required in connection with such proposed transfer, (ii) a registration statement under
            the Securities Act covering such proposed disposition has been filed by the Issuer with
            the Securities and Exchange Commission and has become effective under the Securities
            Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer
            that such registration and qualification under the Securities Act and state securities
            laws are not required, or (iv) the Holder provides the Issuer with reasonable
            assurances that such security can be sold pursuant to Rule 144 under the Securities
            Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably
            satisfactory to the Issuer, to the effect that registration or qualification under the
            securities or "blue sky" laws of any state is not required in connection with such
            proposed disposition, or (ii) compliance with applicable state securities or "blue sky"
            laws has been effected or a valid exemption exists with respect thereto. The Issuer
            will respond to any such notice from a holder within three (3) business days. In the
            case of any proposed transfer under this Section 2(h), the Issuer will use reasonable
            efforts to comply with any such applicable state securities or "blue sky" laws, but
            shall in no event be required, (x) to qualify to do business in any state where it is
            not then qualified, (y) to take any action that would subject it to tax or to the
            general service of process in any state where it is not then subject, or (z) to comply
            with state securities or “blue sky” laws of any state for which
            registration by coordination is unavailable to the Issuer. The restrictions on transfer
            contained in this Section 2(h) shall be in addition to, and not by way of limitation
            of, any other restrictions on transfer contained in any other section of this Warrant.
            Whenever a certificate representing the Warrant Stock is required to be issued to a the
            Holder without a legend, in lieu of delivering physical certificates representing the
            Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC
            Fast Automated Securities Transfer program, the Issuer shall use its reasonable best
            efforts to cause its transfer agent to electronically transmit the Warrant Stock to the
            Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC
            system (to the extent not inconsistent with any provisions of this Warrant).


            
             


            -45-


            
             

            
            

            

             

            

            

            

            
            (i)        
            Accredited Investor Status. In no event may
            the Holder exercise this Warrant in whole or in part unless the Holder is an
            “accredited investor” as defined in Regulation D under the Securities
            Act.


            
             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Stock Fully Paid; Reservation and Listing of Shares;
                            Covenants.

                        


            


             


            
            (a)       
            Stock Fully Paid. The Issuer represents,
            warrants, covenants and agrees that all shares of Warrant Stock which may be issued
            upon the exercise of this Warrant or otherwise hereunder will, when issued in
            accordance with the terms of this Warrant, be duly authorized, validly issued, fully
            paid and nonassessable and free from all taxes, liens and charges created by or through
            the Issuer. The Issuer further covenants and agrees that during the period within which
            this Warrant may be exercised, the Issuer will at all times have authorized and
            reserved for the purpose of issuance upon exercise of this Warrant a number of shares
            of Common Stock equal to at least one hundred twenty percent (120%) of the aggregate
            number of shares of Common Stock to provide for the exercise of this
            Warrant.


             


            
            (b)       
            Reservation. If any shares of Common Stock
            required to be reserved for issuance upon exercise of this Warrant or as otherwise
            provided hereunder require registration or qualification with any governmental
            authority under any federal or state law before such shares may be so issued, the
            Issuer will in good faith use its best efforts as expeditiously as possible at its
            expense to cause such shares to be duly registered or qualified. If the Issuer shall
            list any shares of Common Stock on any securities exchange or market it will, at its
            expense, list thereon, maintain and increase when necessary such listing, of, all
            shares of Warrant Stock from time to time issued upon exercise of this Warrant or as
            otherwise provided hereunder (provided that such Warrant Stock has been registered
            pursuant to a registration statement under the Securities Act then in effect), and, to
            the extent permissible under the applicable securities exchange rules, all unissued
            shares of Warrant Stock which are at any time issuable hereunder, so long as any shares
            of Common Stock shall be so listed. The Issuer will also so list on each securities
            exchange or market, and will maintain such listing of, any other securities which the
            Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant
            if at the time any securities of the same class shall be listed on such securities
            exchange or market by the Issuer.


             


            
            (c)       
            Covenants. The Issuer shall not by any
            action including, without limitation, amending the Certificate of Incorporation or the
            by-laws of the Issuer, or through any reorganization, transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities or any other action,
            avoid or seek to avoid the observance or performance of any of the terms of this
            Warrant, but will at all times in good faith assist in the carrying out of all such
            terms and in the taking of all such actions as may be necessary or appropriate to
            protect the rights of the Holder hereof against dilution (to the extent specifically
            provided herein) or impairment. Without limiting the generality of the foregoing, the
            Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the
            then effective Warrant Price, (ii) not amend or modify any provision of the Certificate
            of Incorporation or by-laws of the Issuer in any manner that would adversely affect the
            rights of the Holders of the Warrants, (iii) take all such action as may be reasonably
            necessary in order that the Issuer may validly and legally issue fully paid and
            nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances
            and restrictions (other than as provided herein) upon the exercise of this Warrant, and
            (iv) use its best efforts to obtain all such authorizations, exemptions or consents
            from any public regulatory body having jurisdiction thereof as
            may be reasonably necessary to enable the Issuer to perform its obligations under this
            Warrant.


            
             


            
            -46-


            
             

            
            

            

            
             


            
             


            
            (d)       
            Loss, Theft, Destruction of Warrants. Upon
            receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
            destruction or mutilation of any Warrant and, in the case of any such loss, theft or
            destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in
            the case of any such mutilation, upon surrender and cancellation of such Warrant, the
            Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
            Warrant, a new Warrant of like tenor and representing the right to purchase the same
            number of shares of Common Stock.


            
             


            
            4.         
            Adjustment of Warrant Price. The price at
            which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall
            be subject to adjustment from time to time as set forth in this Section 4. The Issuer
            shall give the Holder notice of any event described below which requires an adjustment
            pursuant to this Section 4 in accordance with the notice provisions set forth in
            Section 5.


            
             


            
            -47-


            
             

            
            

            

             

            

            

            

            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Recapitalization, Reorganization, Reclassification,
                            Consolidation, Merger or Sale.

                        


            


            
             


            
            (i) In case the Issuer after the Original Issue Date shall do any of the
            following (each, a "Triggering
            Event"): (a) consolidate or merge with or into any other
            Person and the Issuer shall not be the continuing or surviving corporation of such
            consolidation or merger, or (b) permit any other Person to consolidate with or merge
            into the Issuer and the Issuer shall be the continuing or surviving Person but, in
            connection with such consolidation or merger, any Capital Stock of the Issuer shall be
            changed into or exchanged for Securities of any other Person or cash or any other
            property, or (c) transfer all or substantially all of its properties or assets to any
            other Person, or (d) effect a capital reorganization or reclassification of its Capital
            Stock, then, and in the case of each such Triggering Event, proper provision shall be
            made so that, upon the basis and the terms and in the manner provided in this Warrant,
            the Holder of this Warrant shall be entitled upon the exercise hereof at any time after
            the consummation of such Triggering Event, to the extent this Warrant is not exercised
            prior to such Triggering Event, to receive at the Warrant Price in effect at the time
            immediately prior to the consummation of such Triggering Event in lieu of the Common
            Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the
            Securities, cash and property to which such Holder would have been entitled upon the
            consummation of such Triggering Event if such Holder had exercised the rights
            represented by this Warrant immediately prior thereto (including the right of a
            shareholder to elect the type of consideration it will receive upon a Triggering
            Event), subject to adjustments (subsequent to such corporate action) as nearly
            equivalent as possible to the adjustments provided for elsewhere in this Section 4.
            Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if
            the surviving entity pursuant to any such Triggering Event is a public company that is
            registered pursuant to the Securities Exchange Act of 1934, as amended, and its common
            stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the
            event that the surviving entity pursuant to any such Triggering Event is not a public
            company that is registered pursuant to the Securities Exchange Act of 1934, as amended,
            or its common stock is not listed or quoted on a national exchange or the OTC Bulletin
            Board, then the Holder shall have the right to demand that the Issuer pay to the Holder
            an amount equal to the value of this Warrant according to the Black-Scholes
            formula.


             


            
            (ii)       Notwithstanding anything
            contained in this Warrant to the contrary and so long as the surviving entity pursuant
            to any Triggering Event is a public company that is registered pursuant to the
            Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted
            on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be
            deemed to have occurred if, prior to the consummation thereof, each Person (other than
            the Issuer) which may be required to deliver any Securities, cash or property upon the
            exercise of this Warrant as provided herein shall assume, by written instrument
            delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
            obligations of the Issuer under this Warrant (and if the Issuer shall survive the
            consummation of such Triggering Event, such assumption shall be in addition to, and
            shall not release the Issuer from, any continuing obligations of the Issuer under this
            Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or
            property as, in accordance with the foregoing provisions of this subsection (a), such
             Holder  shall be  entitled to receive, and such Person shall have
            similarly delivered


            
             


            
            -48-                    


            
             

            
            

            

             

            

            

            

            
            to such Holder an opinion of counsel for such Person, which counsel
            shall be reasonably satisfactory to such Holder, or in the alternative, a written
            acknowledgement executed by the President or Chief Financial Officer of the Issuer,
            stating that this Warrant shall thereafter continue in full force and effect and the
            terms hereof (including, without limitation, all of the provisions of this subsection
            (a)) shall be applicable to the Securities, cash or property which such Person may be
            required to deliver upon any exercise of this Warrant or the exercise of any rights
            pursuant hereto.


             


            
            (b)       
            Stock Dividends, Subdivisions and
            Combinations. If at any time the Issuer shall:


             


            
            (i)        make or issue or set
            a record date for the holders of the Common Stock for the purpose of entitling them to
            receive a dividend payable in, or other distribution of, shares of Common
            Stock,


             


            
            (ii)       subdivide its outstanding
            shares of Common Stock into a larger number of shares of Common Stock, or


             


            
            (iii)      combine its outstanding shares of
            Common Stock into a smaller number of shares of Common Stock,


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable
            immediately after the occurrence of any such event shall be adjusted to equal the
            number of shares of Common Stock which a record holder of the same number of shares of
            Common Stock for which this Warrant is exercisable immediately prior to the occurrence
            of such event would own or be entitled to receive after the happening of such event,
            and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant
            Price then in effect multiplied by the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to the adjustment divided by (B) the number of
            shares of Common Stock for which this Warrant is exercisable immediately after such
            adjustment.


             


            
            (c)       
            Certain Other Distributions. If at any time
            the Issuer shall make or issue or set a record date for the holders of the Common Stock
            for the purpose of entitling them to receive any dividend or other distribution
            of:


             


            
            (i)        cash (other than a
            cash dividend payable out of earnings or earned surplus legally available for the
            payment of dividends under the laws of the jurisdiction of incorporation of the
            Issuer),


             


            
            (ii)       any evidences of its
            indebtedness, any shares of stock of any class or any other securities or property of
            any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares
            of Common Stock), or


            
             


            
            (iii)      any warrants or other rights to
            subscribe for or purchase any evidences of its indebtedness, any shares of stock of any
            class or any other securities or property of any nature whatsoever (other than cash,
            Common Stock Equivalents or Additional Shares of Common Stock),


            
             


            
            -49-         


             

            
            

            

             

            

            

            

             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
            adjusted to equal the product of the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to such adjustment multiplied by a fraction
            (A) the numerator of which shall be the Per Share Market Value of Common Stock at the
            date of taking such record and (B) the denominator of which shall be such Per Share
            Market Value minus the amount allocable to one share of Common Stock of any such cash
            so distributable and of the fair value (as determined in good faith by the Board of
            Directors of the Issuer and supported by an opinion from an investment banking firm of
            recognized national standing acceptable to (but not affiliated with) the Holder) of any
            and all such evidences of indebtedness, shares of stock, other securities or property
            or warrants or other subscription or purchase rights so distributable, and (2) the
            Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in
            effect multiplied by the number of shares of Common Stock for which this Warrant is
            exercisable immediately prior to the adjustment divided by (B) the number of shares of
            Common Stock for which this Warrant is exercisable immediately after such adjustment. A
            reclassification of the Common Stock (other than a change in par value, or from par
            value to no par value or from no par value to par value) into shares of Common Stock
            and shares of any other class of stock shall be deemed a distribution by the Issuer to
            the holders of its Common Stock of such shares of such other class of stock within the
            meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be
            changed into a larger or smaller number of shares of Common Stock as a part of such
            reclassification, such change shall be deemed a subdivision or combination, as the case
            may be, of the outstanding shares of Common Stock within the meaning of Section
            4(b).                   


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Issuance of Additional Shares of Common
                            Stock. n/a

                        


            


             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            Issuance of Common Stock
                            Equivalents. n/a

                        


            


             


            
            (f)         
            Superseding Adjustment. If, at any time
            after any adjustment of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect shall have been made pursuant to
            Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such
            Common Stock Equivalents, or the right of conversion or exchange in such Common Stock
            Equivalents, shall expire, and all or a portion of such or the right of conversion or
            exchange with respect to all or a portion of such Common Stock Equivalents, as the case
            may be, shall not have been exercised, or (ii) the consideration per share for which
            shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be
            increased, then such previous adjustment shall be rescinded and annulled and the
            Additional Shares of Common Stock which were deemed to have been issued by virtue of
            the computation made in connection with the adjustment so rescinded and annulled shall
            no longer be deemed to have been issued by virtue of such computation. Upon the
            occurrence of an event set forth in this Section 4(f), there shall be a recomputation
            made of the effect of such Common Stock Equivalents on the basis of: (i) treating the
            number of Additional Shares of Common Stock theretofore actually issued or issuable
            pursuant to the previous exercise of Common Stock Equivalents or any such right of
            conversion or exchange, as having been issued on the date or dates of any such exercise
            and for the consideration actually received and receivable therefor, and (ii) treating
            any such Common Stock Equivalents which then remain outstanding as having been granted
            or issued immediately after the time of such increase of the  consideration per
            share for  which  Additional  Shares of  Common  Stock 
            are  issuable under such Common


            
             


            
            -50-         


             

            
            

            

             

            

            

            

            
            Stock Equivalents; whereupon a new adjustment of the number of shares of
            Common Stock for which this Warrant is exercisable and the Warrant Price then in effect
            shall be made, which new adjustment shall supersede the previous adjustment so
            rescinded and annulled.


             


            
            (h)       
            Other Provisions applicable to Adjustments under this
            Section. The following provisions shall be applicable to the
            making of adjustments of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect provided for in this Section
            4:


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Computation of
                            Consideration. n/a

                        


            


             


            
            (ii)       
            When Adjustments to Be Made. The
            adjustments required by this Section 4 shall be made whenever and as often as any
            specified event requiring an adjustment shall occur, except that any adjustment of the
            number of shares of Common Stock for which this Warrant is exercisable that would
            otherwise be required may be postponed (except in the case of a subdivision or
            combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but
            not beyond the date of exercise if such adjustment either by itself or with other
            adjustments not previously made adds or subtracts less than one percent (1%) of the
            shares of Common Stock for which this Warrant is exercisable immediately prior to the
            making of such adjustment. Any adjustment representing a change of less than such
            minimum amount (except as aforesaid) which is postponed shall be carried forward and
            made as soon as such adjustment, together with other adjustments required by this
            Section 4 and not previously made, would result in a minimum adjustment or on the date
            of exercise. For the purpose of any adjustment, any specified event shall be deemed to
            have occurred at the close of business on the date of its occurrence.


             


            
            (iii)      
            Fractional Interests. In computing
            adjustments under this Section 4, fractional interests in Common Stock shall be taken
            into account to the nearest one one-hundredth (1/100th) of a
            share.


             


            
            (iv)       When
            Adjustment Not Required. If the Issuer shall take a record of
            the holders of its Common Stock for the purpose of entitling them to receive a dividend
            or distribution or subscription or purchase rights and shall, thereafter and before the
            distribution to stockholders thereof, legally abandon its plan to pay or deliver such
            dividend, distribution, subscription or purchase rights, then thereafter no adjustment
            shall be required by reason of the taking of such record and any such adjustment
            previously made in respect thereof shall be rescinded and annulled.


            
             


            
            (i)        
            Form of Warrant after Adjustments. The form
            of this Warrant need not be changed because of any adjustments in the Warrant Price or
            the number and kind of Securities purchasable upon the exercise of this
            Warrant.


            
             


            
            (j)        
            Escrow of Warrant Stock. If after any
            property becomes distributable pursuant to this Section 4 by reason of the taking of
            any record of the holders of Common Stock, but prior to the occurrence of the event for
            which such record is taken, and the Holder exercises this Warrant, any shares of Common
            Stock issuable upon exercise by reason of such adjustment shall be deemed the last
            shares of Common Stock for which this Warrant is exercised (notwithstanding 
            any  other  provision  to  the  contrary herein)  and
             such  shares  or other


            
             


            
            -51-         


             

            
            

            

             

            

            

            

            
            property shall be held in escrow for the Holder by the Issuer to be
            issued to the Holder upon and to the extent that the event actually takes place, upon
            payment of the current Warrant Price. Notwithstanding any other provision to the
            contrary herein, if the event for which such record was taken fails to occur or is
            rescinded, then such escrowed shares shall be cancelled by the Issuer and escrowed
            property returned.


             


            
            5.         
            Notice of Adjustments. Whenever the Warrant
            Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for
            purposes of this Section 5, each an
            "adjustment"), the Issuer shall
            prepare and execute a certificate setting forth, in reasonable detail, the event
            requiring the adjustment, the amount of the adjustment, the method by which such
            adjustment was calculated (including a description of the basis on which the Board made
            any determination hereunder), and the Warrant Price and Warrant Share Number after
            giving effect to such adjustment, and shall cause copies of such certificate to be
            delivered to the Holder of this Warrant promptly after each adjustment. Any dispute
            between the Issuer and the Holder of this Warrant with respect to the matters set forth
            in such certificate may at the option of the Holder of this Warrant be submitted to a
            national or regional accounting firm reasonably acceptable to the Issuer and the
            Holder, provided that the Issuer
            shall have ten (10) days after receipt of notice from such Holder of its selection of
            such firm to object thereto, in which case such Holder shall select another such firm
            and the Issuer shall have no such right of objection. The firm selected by the Holder
            of this Warrant as provided in the preceding sentence shall be instructed to deliver a
            written opinion as to such matters to the Issuer and such Holder within thirty (30)
            days after submission to it of such dispute. Such opinion shall be final and binding on
            the parties hereto. The costs and expenses of the initial accounting firm shall be paid
            equally by the Issuer and the Holder and, in the case of an objection by the Issuer,
            the costs and expenses of the subsequent accounting firm shall be paid in full by the
            Issuer.


             


            
            6.         
            Fractional Shares. No fractional shares of
            Warrant Stock will be issued in connection with any exercise hereof, but in lieu of
            such fractional shares, the Issuer shall round the number of shares to be issued upon
            exercise up to the nearest whole number of shares.


            
             


            
            7.         
            Ownership Cap and Certain Exercise Restrictions.
            (a) Notwithstanding anything to the contrary set forth in this Warrant,
            at no time may a Holder of this Warrant exercise this Warrant if the number of shares
            of Common Stock to be issued pursuant to such exercise would exceed, when aggregated
            with all other shares of Common Stock owned by such Holder at such time, the number of
            shares of Common Stock which would result in such Holder beneficially owning (as
            determined in accordance with Section 13(d) of the Exchange Act and the rules
            thereunder) in excess of 4.9% of the then issued and outstanding shares of Common
            Stock; provided,
            however, that upon a holder of this Warrant
            providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof)
            (the "Waiver Notice") that such
            Holder would like to waive this Section 7(a) with regard to any or all shares of Common
            Stock issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
            effect with regard to all or a portion of the Warrant referenced in the Waiver
            Notice; provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


            
             


            
            -52-         


             

            
            

            

             

            

            

            

            
            (b)       The Holder may not exercise
            the Warrant hereunder to the extent such exercise would result in the Holder
            beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act
            and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares
            of Common Stock, including shares issuable upon exercise of the Warrant held by the
            Holder after application of this Section;
            provided,
            however, that upon a holder of this Warrant
            providing the Issuer with a Waiver Notice that such holder would like to waive this
            Section 7(b) with regard to any or all shares of Common Stock issuable upon exercise of
            this Warrant, this Section 7(b) shall be of no force or effect with regard to those
            shares of Warrant Stock referenced in the Waiver Notice;
            provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


             


            
            8.         
            Definitions. For the purposes of this
            Warrant, the following terms have the following meanings:


            
             


            
             


            
            -53-


            
             

            
            

            

            
             


             


             


            
            “Board" shall
            mean the Board of Directors of the Issuer.


             


            
            "Capital Stock" means
            and includes (i) any and all shares, interests, participations or other equivalents of
            or interests in (however designated) corporate stock, including, without limitation,
            shares of preferred or preference stock, (ii) all partnership interests (whether
            general or limited) in any Person which is a partnership, (iii) all membership
            interests or limited liability company interests in any limited liability company, and
            (iv) all equity or ownership interests in any Person of any other type.


             


            
            "Certificate of
            Incorporation" means the Certificate of Incorporation of the
            Issuer as in effect on the Original Issue Date, and as hereafter from time to time
            amended, modified, supplemented or restated in accordance with the terms hereof and
            thereof and pursuant to applicable law.


            
             


            
            "Common Stock" means
            the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock
            into which such stock may hereafter be changed.


             


            
            "Common Stock
            Equivalent" means any Convertible Security or warrant, option
            or other right to subscribe for or purchase any Additional Shares of Common Stock or
            any Convertible Security.


             


            
            "Convertible
            Securities" means evidences of Indebtedness, shares of
            Capital Stock or other Securities which are or may be at any time convertible into or
            exchangeable for Additional Shares of Common Stock. The term "Convertible Security"
            means one of the Convertible Securities.


            
             


            
            "Governmental
            Authority" means any governmental, regulatory or
            self-regulatory entity, department, body, official, authority, commission, board,
            agency or instrumentality, whether federal, state or local, and whether domestic or
            foreign.


             


            
            "Holders" mean the
            Persons who shall from time to time own any Warrant. The term "Holder" means one of the
            Holders.


             


            
            "Independent
            Appraiser" means a nationally recognized or major regional
            investment banking firm or firm of independent certified public accountants of
            recognized standing (which may be the firm that regularly examines the financial
            statements of the Issuer) that is regularly engaged in the business of appraising the
            Capital Stock or assets of corporations or other entities as going concerns, and which
            is not affiliated with either the Issuer or the Holder of any Warrant.


             


            
            "Issuer" means
            FinancialContent, Inc., a Delaware corporation, and its successors.


             


            
            "Majority Holders"
            means at any time the Holders of Warrants exercisable for a majority of the shares of
            Warrant Stock issuable under the Warrants at the time outstanding.


            
             


            
            -54-         


             

            
            

            

             

            

            

            

            
            "Original Issue Date"
            means February 13, 2006.


             


            
                	
                            
                             

                        	
                            
                            "OTC Bulletin
                            Board" means the over-the-counter electronic
                            bulletin board.

                        


            


             


            
            "Other Common" means
            any other Capital Stock of the Issuer of any class which shall be authorized at any
            time after the date of this Warrant (other than Common Stock) and which shall have the
            right to participate in the distribution of earnings and assets of the Issuer without
            limitation as to amount.


            
             


            
            “Outstanding Common
            Stock” means, at any given time, the aggregate amount
            of outstanding shares of Common Stock, assuming full exercise, conversion or exchange
            (as applicable) of all options, warrants and other Securities which are convertible
            into or exercisable or exchangeable for, and any right to subscribe for, shares of
            Common Stock that are outstanding at such time.


            
             


            
            "Person" means an
            individual, corporation, limited liability company, partnership, joint stock company,
            trust, unincorporated organization, joint venture, Governmental Authority or other
            entity of whatever nature.


             


            
            "Per Share Market
            Value" means on any particular date (a) the last closing bid
            price per share of the Common Stock on such date on the OTC Bulletin Board or another
            registered national stock exchange on which the Common Stock is then listed, or if
            there is no such price on such date, then the closing bid price on such exchange or
            quotation system on the date nearest preceding such date, or (b) if the Common Stock is
            not listed then on the OTC Bulletin Board or any registered national stock exchange,
            the last closing bid price for a share of Common Stock in the over-the-counter market,
            as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated
            or similar organization or agency succeeding to its functions of reporting prices) at
            the close of business on such date, or (c) if the Common Stock is not then reported by
            the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
            organization or agency succeeding to its functions of reporting prices), then the
            average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of
            determination, or (d) if the Common Stock is not then publicly traded the fair market
            value of a share of Common Stock as determined by an Independent Appraiser selected in
            good faith by the Majority Holders;
            provided,
            however, that the Issuer, after receipt of
            the determination by such Independent Appraiser, shall have the right to select an
            additional Independent Appraiser, in which case, the fair market value shall be equal
            to the average of the determinations by each such Independent Appraiser; and
            provided,
            further that all determinations of the Per
            Share Market Value shall be appropriately adjusted for any stock dividends, stock
            splits or other similar transactions during such period. The determination of fair
            market value by an Independent Appraiser shall be based upon the fair market value of
            the Issuer determined on a going concern basis as between a willing buyer and a willing
            seller and taking into account all relevant factors determinative of value, and shall
            be final and binding on all parties. In determining the fair market value of any shares
            of Common Stock, no consideration shall be given to any restrictions on transfer of the
            Common Stock imposed by agreement or by federal or state securities laws, or to the
            existence or absence of, or any limitations on, voting rights.


            
             


            
            -55-         


             

            
            

            

             

            

            

            

            
             


            
            "Securities" means
            any debt or equity securities of the Issuer, whether now or hereafter authorized, any
            instrument convertible into or exchangeable for Securities or a Security, and any
            option, warrant or other right to purchase or acquire any Security. "Security" means
            one of the Securities.


             


            
            "Securities Act"
            means the Securities Act of 1933, as amended, or any similar federal statute then in
            effect.


             


            
            "Subsidiary" means
            any corporation at least 50% of whose outstanding Voting Stock shall at the time be
            owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by
            the Issuer and one or more of its Subsidiaries.


             


            
            "Term" has the
            meaning specified in Section 1 hereof.


            
             


            
            "Trading Day" means
            (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the
            Common Stock is not traded on the OTC Bulletin Board, a day on which the Common Stock
            is quoted in the over-the-counter market as reported by the National Quotation Bureau
            Incorporated (or any similar organization or agency succeeding its functions of
            reporting prices); provided,
            however, that in the event that the Common
            Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
            mean any day except Saturday, Sunday and any day which shall be a legal holiday or a
            day on which banking institutions in the State of New York are authorized or required
            by law or other government action to close.


             


            
            "Voting Stock" means,
            as applied to the Capital Stock of any corporation, Capital Stock of any class or
            classes (however designated) having ordinary voting power for the election of a
            majority of the members of the Board of Directors (or other governing body) of such
            corporation, other than Capital Stock having such power only by reason of the happening
            of a contingency.


             


            
            "Warrants" means this
            Warrant, and any other warrants of like tenor issued in substitution or exchange for
            any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any
            of such other Warrants.


             


            
            "Warrant Price"
            initially means $0.75, as such price may be adjusted from time to time as shall result
            from the adjustments specified in this Warrant, including Section 4 hereto.


             


            
            "Warrant Share
            Number" means at any time the aggregate number of shares of
            Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
            giving effect to all prior adjustments and increases to such number made or required to
            be made under the terms hereof.


             


            
            "Warrant Stock" means
            Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable
            pursuant to any Warrant or Warrants.


            
             


            
            -56-         


             

            
            

            

             

            

            

            

            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            Other Notices. In case at
                            any time:

                        


            


             


            
                	
                            
                             

                        	
                            
                            (A)

                        	
                            
                            the Issuer shall make any distributions to the holders
                            of Common Stock; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (B)

                        	
                            
                            the Issuer shall authorize the granting to all holders
                            of its Common Stock of rights to subscribe for or purchase any shares
                            of Capital Stock of any class or other rights; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (C)

                        	
                            
                            there shall be any reclassification of the Capital Stock
                            of the Issuer; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (D)

                        	
                            
                            there shall be any capital reorganization by the Issuer;
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (E)

                        	
                            
                            there shall be any (i) consolidation or merger involving
                            the Issuer or (ii) sale, transfer or other disposition of all or
                            substantially all of the Issuer's property, assets or business (except
                            a merger or other reorganization in which the Issuer shall be the
                            surviving corporation and its shares of Capital Stock shall continue to
                            be outstanding and unchanged and except a consolidation, merger, sale,
                            transfer or other disposition involving a wholly-owned Subsidiary);
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (F)

                        	
                            
                            there shall be a voluntary or involuntary dissolution,
                            liquidation or winding-up of the Issuer or any partial liquidation of
                            the Issuer or distribution to holders of Common Stock;

                        


            


             


            
            then, in each of such cases, the Issuer shall give written notice to the
            Holder of the date on which (i) the books of the Issuer shall close or a record shall
            be taken for such dividend, distribution or subscription rights or (ii) such
            reorganization, reclassification, consolidation, merger, disposition, dissolution,
            liquidation or winding-up, as the case may be, shall take place. Such notice also shall
            specify the date as of which the holders of Common Stock of record shall participate in
            such dividend, distribution or subscription rights, or shall be entitled to exchange
            their certificates for Common Stock for securities or other property deliverable upon
            such reorganization, reclassification, consolidation, merger, disposition, dissolution,
            liquidation or winding-up, as the case may be. Such notice shall be given at least
            twenty (20) days prior to the action in question and not less than ten (10) days prior
            to the record date or the date on which the Issuer's transfer books are closed in
            respect thereto. This Warrant entitles the Holder to receive copies of all financial
            and other information distributed or required to be distributed to the holders of the
            Common Stock.


             


            
            10.       
            Amendment and Waiver. Any term, covenant,
            agreement or condition in this Warrant may be amended, or compliance therewith may be
            waived (either generally or in a particular instance and either retroactively or
            prospectively), by a written instrument or written instruments executed by the Issuer
            and the Majority Holders;
            provided,
            however, that no such amendment or waiver
            shall reduce the Warrant Share Number, increase the Warrant Price, shorten
             the  period  during  which  this Warrant may be exercised or
            modify


            
             


            
            -57-         


             

            
            

            

             

            

            

            

            any
            provision of this Section 10 without the consent of the Holder of this Warrant. No
            consideration shall be offered or paid to any person to amend or consent to a waiver or
            modification of any provision of this Warrant unless the same consideration is also
            offered to all holders of the Warrants.


             


            
            11.       
            Governing Law; Jurisdiction. This Warrant
            shall be governed by and construed in accordance with the internal laws of the State of
            New York, without giving effect to any of the conflicts of law principles which would
            result in the application of the substantive law of another jurisdiction. This Warrant
            shall not be interpreted or construed with any presumption against the party causing
            this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute
            arising under this Warrant will lie exclusively in the state or federal courts located
            in New York County, New York, and the parties irrevocably waive any right to
            raise forum non conveniens or any
            other argument that New York is not the proper venue. The Issuer and the Holder
            irrevocably consent to personal jurisdiction in the state and federal courts of the
            state of New York. The Issuer and the Holder consent to process being served in any
            such suit, action or proceeding by mailing a copy thereof to such party at the address
            in effect for notices to it under this Warrant and agrees that such service shall
            constitute good and sufficient service of process and notice thereof. Nothing in this
            Section 11 shall affect or limit any right to serve process in any other manner
            permitted by law. The Issuer and the Holder hereby agree that the prevailing party in
            any suit, action or proceeding arising out of or relating to this Warrant, shall be
            entitled to reimbursement for reasonable legal fees from the non-prevailing party. The
            parties hereby waive all rights to a trial by jury.


             


            
            12.       
            Notices.    Any notice,
            demand, request, waiver or other communication required or permitted to be given
            hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy
            or facsimile at the address or number designated below (if delivered on a business day
            during normal business hours where such notice is to be received), or the first
            business day following such delivery (if delivered other than on a business day during
            normal business hours where such notice is to be received) or (b) on the second
            business day following the date of mailing by express courier service, fully prepaid,
            addressed to such address, or upon actual receipt of such mailing, whichever shall
            first occur. The addresses for such communications shall be:


            
                	
                            
                            If to the Issuer:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
            101 Lincoln Centre Drive, Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
            Attention: Chief Executive Officer


            
                	
                            
                             

                        	
                            
                            Tel. No.: (650) 286-9702

                        


            


            
            Fax No.: (650) 745-2677


             


            
                	
                            
                            If to any Holder:

                        	
                            
                            At the address of such Holder set forth on
                            Exhibit A to this
                            Agreement, with copies to Holder’s counsel as set forth on
                            Exhibit A or as specified
                            in writing by such Holder with copies to:

                        


            


            
             


            
            -58-

            
            

            

             

            

            

            

            with
            copies (which copies


            shall
            not constitute notice)


            
                	
                            
                            to:

                        	
                            
                            Kramer Levin Naftalis & Frankel LLP

                        


            


            
            1177 Avenue of the Americas


            
            New York, New York 10036


            
            Attention: Christopher S. Auguste


            
            Tel. No.: (212) 715-9100


            
            Fax No.: (212) 715-8000


            
             


            
            Any party hereto may from time to time change its address for notices by
            giving written notice of such changed address to the other party hereto.


            
            13.       
            Warrant Agent. The Issuer may, by written
            notice to each Holder of this Warrant, appoint an agent having an office in New York,
            New York for the purpose of issuing shares of Warrant Stock on the exercise of this
            Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
            pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
            subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
            issuance, exchange or replacement, as the case may be, shall be made at such office by
            such agent.


             


            
            14.       
            Remedies. The Issuer stipulates that the
            remedies at law of the Holder of this Warrant in the event of any default or threatened
            default by the Issuer in the performance of or compliance with any of the terms of this
            Warrant are not and will not be adequate and that, to the fullest extent permitted by
            law, such terms may be specifically enforced by a decree for the specific performance
            of any agreement contained herein or by an injunction against a violation of any of the
            terms hereof or otherwise.


             


            
            15.       
            Successors and Assigns. This Warrant and
            the rights evidenced hereby shall inure to the benefit of and be binding upon the
            successors and assigns of the Issuer, the Holder hereof and (to the extent provided
            herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable
            by any such Holder or Holder of Warrant Stock.


             


            
            16.       
            Modification and Severability. If, in any
            action before any court or agency legally empowered to enforce any provision contained
            herein, any provision hereof is found to be unenforceable, then such provision shall be
            deemed modified to the extent necessary to make it enforceable by such court or agency.
            If any such provision is not enforceable as set forth in the preceding sentence, the
            unenforceability of such provision shall not affect the other provisions of this
            Warrant, but this Warrant shall be construed as if such unenforceable provision had
            never been contained herein.


             


            
            17.       
            Headings. The headings of the Sections of
            this Warrant are for convenience of reference only and shall not, for any purpose, be
            deemed a part of this Warrant.


            
             


            
            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


             


            
            -59-


            
             

            
            

            

             

            

            

            

            


            
            IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of
            the day and year first above written.


             


            
                	
                            
                             

                        	
                            
                            FINANCIALCONTENT, INC.

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            By:___________________________________

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        


            


            
                 
            


            
                -60-
            


             

            
            

            

             

            

            

            

            
            EXERCISE FORM


            
            SERIES A WARRANT


             


            
            FINANCIALCONTENT, INC.


             


            The
            undersigned _______________, pursuant to the provisions of the within Warrant, hereby
            elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by
            the within Warrant.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


            
             


            
            Number of shares of Common Stock beneficially owned or deemed
            beneficially owned by the Holder on the date of Exercise:
            _________________________


             


            
            ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the within Warrant and all rights evidenced thereby and does
            irrevocably constitute and appoint _____________, attorney, to transfer the said
            Warrant on the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            
            PARTIAL ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the right to purchase _________ shares of Warrant Stock evidenced by
            the within Warrant together with all rights therein, and does irrevocably constitute
            and appoint ___________________, attorney, to transfer that part of the said Warrant on
            the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            FOR
            USE BY THE ISSUER ONLY:


             


            
            -61-


             

            
            

            

             

            

            

            

            This
            Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of ___________,
            _____, shares of Common Stock issued therefor in the name of _______________, Warrant
            No. W-_____ issued for ____ shares of Common Stock in the name of
            _______________.


             


             


             


             


             


             


             


             


             


            
            -62-


             

            
            

            

             

            

            

            

            
            EXHIBIT C-2


             


            
            SERIES B WARRANT ISSUED FEBRURARY 13, 2006


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            -63-


             

            
            

            

             


            


             

            

            

            

             


            THIS
            WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
            STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
            REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE
            ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
            THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
            OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


             


            
            SERIES B WARRANT TO PURCHASE


             


            
            SHARES OF COMMON STOCK


             


            
            OF


             


            
            FINANCIALCONTENT, INC.


             


            
            Expires February 13, 2011


             


            
                	
                            
                            No.: W-A-06- __

                        	
                            
                            Number of Shares: 116,667

                        


            


            Date
            of Issuance: February 13, 2006


             


            
            FOR VALUE RECEIVED, the undersigned, FinancialContent, Inc., a Delaware
            corporation (together with its successors and assigns, the
            "Issuer"), hereby certifies that
            Jade Special Strategy, LLC or its registered assigns is entitled to subscribe for and
            purchase, during the Term (as hereinafter defined), up to one hundred sixteen thousand
            six hundred sixty seven (116,667) shares (subject to adjustment as hereinafter
            provided) of the duly authorized, validly issued, fully paid and non-assessable Common
            Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in
            effect, subject, however, to the provisions and upon the terms and conditions
            hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined
            herein shall have the respective meanings specified in Section 8 hereof.


             


            
            1.         
            Term. The term of this Warrant shall
            commence on February 13, 2006 and shall expire at 6:00 p.m., eastern time, on February
            13, 2011 (such period being the
            "Term").


            
             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Method of Exercise; Payment; Issuance of New Warrant;
                            Transfer and Exchange.

                        


            


            
             


            
            (a)       
            Time of Exercise. The purchase rights
            represented by this Warrant may be exercised in whole or in part during the
            Term.


             


            
            (b)       
            Method of Exercise. The Holder hereof may
            exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the
            exercise form attached hereto duly executed) at the principal office of the Issuer, and
            by the payment to the Issuer of an amount of consideration therefor equal to the
            Warrant Price in effect on the date of such exercise multiplied by the number of shares
            of Warrant Stock with respect to which this Warrant is then being exercised, payable at
            such Holder's election (i) by certified or official bank check or by wire transfer to
            an account designated by the Issuer, (ii) by "cashless exercise" in accordance with the
            provisions of subsection (c) of this Section 2, but only when a registration statement
            under the Securities Act


            
             


            
            -64-


             

            
            

            

             

            

            

            

            
            providing for the resale of the Warrant Stock is not then in effect, or
            (iii) by a combination of the foregoing methods of payment selected by the Holder of
            this Warrant.


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Cashless Exercise.
                            n/a

                        


            


            
             


            
            (d)       
            Issuance of Stock Certificates. In the
            event of any exercise of this Warrant in accordance with and subject to the terms and
            conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall
            be delivered to the Holder hereof within a reasonable time, not exceeding three (3)
            Trading Days after such exercise (the “Delivery
            Date”) or, at the request of the Holder (provided that
            a registration statement under the Securities Act providing for the resale of the
            Warrant Stock is then in effect), issued and delivered to the Depository Trust Company
            (“DTC”) account on the
            Holder’s behalf via the Deposit Withdrawal Agent Commission System
            (“DWAC”) within a
            reasonable time, not exceeding three (3) Trading Days after such exercise (provided,
            however that the Issuer or its transfer agent shall only be obligated to issue and
            deliver the shares to the DTC on the Holder’s behalf via DWAC or certificates
            free of restrictive legends if such exercise is in connection with a sale (as evidenced
            by documentation furnished to and reasonably satisfactory to the Issuer) and the
            registration statement providing for the resale of the Warrant Stock is effective, and
            the Holder hereof shall be deemed for all purposes to be the holder of the shares of
            Warrant Stock so purchased as of the date of such exercise and (ii) unless this Warrant
            has expired, a new Warrant representing the number of shares of Warrant Stock, if any,
            with respect to which this Warrant shall not then have been exercised (less any amount
            thereof which shall have been canceled in payment or partial payment of the Warrant
            Price as hereinabove provided) shall also be issued to the Holder hereof at the
            Issuer's expense within such time.


             


            
            (e)       
            Compensation for Buy-In on Failure to Timely Deliver Certificates
            Upon Exercise. In addition to any other rights available to
            the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a
            certificate or certificates representing the Warrant Stock pursuant to an exercise on
            or before the Delivery Date, and if after such date the Holder is required by its
            broker to purchase (in an open market transaction or otherwise) shares of Common Stock
            to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the
            Holder anticipated receiving upon such exercise (a
            “Buy-In”), then the
            Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s
            total purchase price (including brokerage commissions, if any) for the shares of Common
            Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of
            shares of Warrant Stock that the Issuer was required to deliver to the Holder in
            connection with the exercise at issue times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the option of the
            Holder, either reinstate the portion of the Warrant and equivalent number of shares of
            Warrant Stock for which such exercise was not honored or deliver to the Holder the
            number of shares of Common Stock that would have been issued had the Issuer timely
            complied with its exercise and delivery obligations hereunder. For example, if the
            Holder purchases Common Stock having a total purchase price of $11,000 to cover a
            Buy-In with respect to an attempted exercise of shares of Common Stock with an
            aggregate sale price giving rise to such purchase obligation of $10,000, under clause
            (1) of the immediately preceding sentence the Issuer shall be required to pay the
            Holder $1,000. The Holder shall provide the Issuer written notice indicating the
            amounts payable to the Holder in respect of the Buy-In, together with applicable
            confirmations and other evidence reasonably requested  by the  Issuer.
            Nothing herein shall limit  a  Holder’s right  to pursue 
            any  other remedies 


            
             


            
            -65- 


             

            
            

            

             

            

            

            

            
            available to it hereunder, at law or in equity including, without
            limitation, a decree of specific performance and/or injunctive relief with respect to
            the Issuer’s failure to timely deliver certificates representing shares of Common
            Stock upon exercise of this Warrant as required pursuant to the terms
            hereof.


            
            (f)        
            Transferability of Warrant. Subject to
            Section 2(h) hereof, this Warrant may be transferred by a Holder without the consent of
            the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred
            on the books of the Issuer by the Holder hereof in person or by duly authorized
            attorney, upon surrender of this Warrant at the principal office of the Issuer,
            properly endorsed (by the Holder executing an assignment in the form attached hereto)
            and upon payment of any necessary transfer tax or other governmental charge imposed
            upon such transfer. This Warrant is exchangeable at the principal office of the Issuer
            for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new
            Warrant to represent the right to purchase such number of shares of Warrant Stock as
            the Holder hereof shall designate at the time of such exchange. All Warrants issued on
            transfers or exchanges shall be dated the Original Issue Date and shall be identical
            with this Warrant except as to the number of shares of Warrant Stock issuable pursuant
            thereto.


             


            
            (g)       
            Continuing Rights of Holder. The Issuer
            will, at the time of or at any time after each exercise of this Warrant, upon the
            request of the Holder hereof, acknowledge in writing the extent, if any, of its
            continuing obligation to afford to such Holder all rights to which such Holder shall
            continue to be entitled after such exercise in accordance with the terms of this
            Warrant, provided that if any such
            Holder shall fail to make any such request, the failure shall not affect the continuing
            obligation of the Issuer to afford such rights to such Holder.


            
             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            Compliance with Securities Laws.

                        


            


             


            
            (i)        The Holder of this
            Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant
            Stock to be issued upon exercise hereof are being acquired solely for the Holder's own
            account and not as a nominee for any other party, and for investment, and that the
            Holder will not offer, sell or otherwise dispose of this Warrant or any shares of
            Warrant Stock to be issued upon exercise hereof except pursuant to an effective
            registration statement, or an exemption from registration, under the Securities Act and
            any applicable state securities laws.


             


            
            (ii)       Except as provided in
            paragraph (iii) below, this Warrant and all certificates representing shares of Warrant
            Stock issued upon exercise hereof shall be stamped or imprinted with a legend in
            substantially the following form:


             


            
            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
            OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
            STATE SECURITIES LAWS OR


            
             


            
            -66-


            
             

            
            

            

             

            

            

            

            
            THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY
            SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
            ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
            REQUIRED.


             


            
            (iii)      The Issuer agrees to reissue
            this Warrant or certificates representing any of the Warrant Stock, without the legend
            set forth above if at such time, prior to making any transfer of any such securities,
            the Holder shall give written notice to the Issuer describing the manner and terms of
            such transfer. Such proposed transfer will not be effected until: (a) either (i) the
            Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
            effect that the registration of such securities under the Securities Act is not
            required in connection with such proposed transfer, (ii) a registration statement under
            the Securities Act covering such proposed disposition has been filed by the Issuer with
            the Securities and Exchange Commission and has become effective under the Securities
            Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer
            that such registration and qualification under the Securities Act and state securities
            laws are not required, or (iv) the Holder provides the Issuer with reasonable
            assurances that such security can be sold pursuant to Rule 144 under the Securities
            Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably
            satisfactory to the Issuer, to the effect that registration or qualification under the
            securities or "blue sky" laws of any state is not required in connection with such
            proposed disposition, or (ii) compliance with applicable state securities or "blue sky"
            laws has been effected or a valid exemption exists with respect thereto. The Issuer
            will respond to any such notice from a holder within three (3) business days. In the
            case of any proposed transfer under this Section 2(h), the Issuer will use reasonable
            efforts to comply with any such applicable state securities or "blue sky" laws, but
            shall in no event be required, (x) to qualify to do business in any state where it is
            not then qualified, (y) to take any action that would subject it to tax or to the
            general service of process in any state where it is not then subject, or (z) to comply
            with state securities or “blue sky” laws of any state for which
            registration by coordination is unavailable to the Issuer. The restrictions on transfer
            contained in this Section 2(h) shall be in addition to, and not by way of limitation
            of, any other restrictions on transfer contained in any other section of this Warrant.
            Whenever a certificate representing the Warrant Stock is required to be issued to a the
            Holder without a legend, in lieu of delivering physical certificates representing the
            Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC
            Fast Automated Securities Transfer program, the Issuer shall use its reasonable best
            efforts to cause its transfer agent to electronically transmit the Warrant Stock to the
            Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC
            system (to the extent not inconsistent with any provisions of this Warrant.


            
             


            
            (i)        
            Accredited Investor Status. In no event may
            the Holder exercise this Warrant in whole or in part unless the Holder is an
            “accredited investor” as defined in Regulation D under the Securities
            Act.


            
             


            
            -67-


             

            
            

            

             

            

            

            

            
             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Stock Fully Paid; Reservation and Listing of Shares;
                            Covenants.

                        


            


             


            
            (a)       
            Stock Fully Paid. The Issuer represents,
            warrants, covenants and agrees that all shares of Warrant Stock which may be issued
            upon the exercise of this Warrant or otherwise hereunder will, when issued in
            accordance with the terms of this Warrant, be duly authorized, validly issued, fully
            paid and nonassessable and free from all taxes, liens and charges created by or through
            the Issuer. The Issuer further covenants and agrees that during the period within which
            this Warrant may be exercised, the Issuer will at all times have authorized and
            reserved for the purpose of issuance upon exercise of this Warrant a number of shares
            of Common Stock equal to at least one hundred twenty percent (120%) of the aggregate
            number of shares of Common Stock to provide for the exercise of this
            Warrant.


             


            
            (b)       
            Reservation. If any shares of Common Stock
            required to be reserved for issuance upon exercise of this Warrant or as otherwise
            provided hereunder require registration or qualification with any governmental
            authority under any federal or state law before such shares may be so issued, the
            Issuer will in good faith use its best efforts as expeditiously as possible at its
            expense to cause such shares to be duly registered or qualified. If the Issuer shall
            list any shares of Common Stock on any securities exchange or market it will, at its
            expense, list thereon, maintain and increase when necessary such listing, of, all
            shares of Warrant Stock from time to time issued upon exercise of this Warrant or as
            otherwise provided hereunder (provided that such Warrant Stock has been registered
            pursuant to a registration statement under the Securities Act then in effect), and, to
            the extent permissible under the applicable securities exchange rules, all unissued
            shares of Warrant Stock which are at any time issuable hereunder, so long as any shares
            of Common Stock shall be so listed. The Issuer will also so list on each securities
            exchange or market, and will maintain such listing of, any other securities which the
            Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant
            if at the time any securities of the same class shall be listed on such securities
            exchange or market by the Issuer.


             


            
            (c)       
            Covenants. The Issuer shall not by any
            action including, without limitation, amending the Certificate of Incorporation or the
            by-laws of the Issuer, or through any reorganization, transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities or any other action, to
            avoid or seek to avoid the observance or performance of any of the terms of this
            Warrant, but will at all times in good faith assist in the carrying out of all such
            terms and in the taking of all such actions as may be necessary or appropriate to
            protect the rights of the Holder hereof against dilution (to the extent specifically
            provided herein) or impairment. Without limiting the generality of the foregoing, the
            Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the
            then effective Warrant Price, (ii) not amend or modify any provision of the Certificate
            of Incorporation or by-laws of the Issuer in any manner that would adversely affect the
            rights of the Holders of the Warrants, (iii) take all such action as may be reasonably
            necessary in order that the Issuer may validly and legally issue fully paid and
            nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances
            and restrictions (other than as provided herein) upon the exercise of this Warrant, and
            (iv) use its best efforts to obtain all such authorizations, exemptions or consents
            from any public regulatory body having jurisdiction thereof as may be reasonably
            necessary to enable the Issuer to perform its obligations under this
            Warrant.


            
             


            
            -68-


            
             

            
            

            

             

            

            

            

            
            (d)       
            Loss, Theft, Destruction of Warrants. Upon
            receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
            destruction or mutilation of any Warrant and, in the case of any such loss, theft or
            destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in
            the case of any such mutilation, upon surrender and cancellation of such Warrant, the
            Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
            Warrant, a new Warrant of like tenor and representing the right to purchase the same
            number of shares of Common Stock.


            
             


            
            4.         
            Adjustment of Warrant Price. The price at
            which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall
            be subject to adjustment from time to time as set forth in this Section 4. The Issuer
            shall give the Holder notice of any event described below which requires an adjustment
            pursuant to this Section 4 in accordance with the notice provisions set forth in
            Section 5.


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Recapitalization, Reorganization, Reclassification,
                            Consolidation, Merger or Sale.

                        


            


            
             


            
            (i) In case the Issuer after the Original Issue Date shall do any of the
            following (each, a "Triggering
            Event"): (a) consolidate or merge with or into any other
            Person and the Issuer shall not be the continuing or surviving corporation of such
            consolidation or merger, or (b) permit any other Person to consolidate with or merge
            into the Issuer and the Issuer shall be the continuing or surviving Person but, in
            connection with such consolidation or merger, any Capital Stock of the Issuer shall be
            changed into or exchanged for Securities of any other Person or cash or any other
            property, or (c) transfer all or substantially all of its properties or assets to any
            other Person, or (d) effect a capital reorganization or reclassification of its Capital
            Stock, then, and in the case of each such Triggering Event, proper provision shall be
            made so that, upon the basis and the terms and in the manner provided in this Warrant,
            the Holder of this Warrant shall be entitled upon the exercise hereof at any time after
            the consummation of such Triggering Event, to the extent this Warrant is not exercised
            prior to such Triggering Event, to receive at the Warrant Price in effect at the time
            immediately prior to the consummation of such Triggering Event in lieu of the Common
            Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the
            Securities, cash and property to which such Holder would have been entitled upon the
            consummation of such Triggering Event if such Holder had exercised the rights
            represented by this Warrant immediately prior thereto (including the right of a
            shareholder to elect the type of consideration it will receive upon a Triggering
            Event), subject to adjustments (subsequent to such corporate action) as nearly
            equivalent as possible to the adjustments provided for elsewhere in this Section 4.
            Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if
            the surviving entity pursuant to any such Triggering Event is a public company that is
            registered pursuant to the Securities Exchange Act of 1934, as amended, and its common
            stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the
            event that the surviving entity pursuant to any such Triggering Event is not a public
            company that is registered pursuant to the Securities Exchange Act of 1934, as amended,
            or its common stock is not listed or quoted on a national exchange or the OTC Bulletin
            Board, then the Holder shall have the right to demand that the Issuer pay to the Holder
            an amount equal to the value of this Warrant according to the Black-Scholes
            formula.


            
             


            
            -69-


             

            
            

            

             

            

            

            

            
            (ii)       Notwithstanding anything
            contained in this Warrant to the contrary and so long as the surviving entity pursuant
            to any Triggering Event is a public company that is registered pursuant to the
            Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted
            on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be
            deemed to have occurred if, prior to the consummation thereof, each Person (other than
            the Issuer) which may be required to deliver any Securities, cash or property upon the
            exercise of this Warrant as provided herein shall assume, by written instrument
            delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
            obligations of the Issuer under this Warrant (and if the Issuer shall survive the
            consummation of such Triggering Event, such assumption shall be in addition to, and
            shall not release the Issuer from, any continuing obligations of the Issuer under this
            Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or
            property as, in accordance with the foregoing provisions of this subsection (a), such
            Holder shall be entitled to receive, and such Person shall have similarly delivered to
            such Holder an opinion of counsel for such Person, which counsel shall be reasonably
            satisfactory to such Holder, or in the alternative, a written acknowledgement executed
            by the President or Chief Financial Officer of the Issuer, stating that this Warrant
            shall thereafter continue in full force and effect and the terms hereof (including,
            without limitation, all of the provisions of this subsection (a)) shall be applicable
            to the Securities, cash or property which such Person may be required to deliver upon
            any exercise of this Warrant or the exercise of any rights pursuant hereto.


             


            
            (b)       
            Stock Dividends, Subdivisions and
            Combinations. If at any time the Issuer shall:


             


            
            (i)        make or issue or set
            a record date for the holders of the Common Stock for the purpose of entitling them to
            receive a dividend payable in, or other distribution of, shares of Common
            Stock,


             


            
            (ii)       subdivide its outstanding
            shares of Common Stock into a larger number of shares of Common Stock, or


             


            
            (iii)      combine its outstanding shares of
            Common Stock into a smaller number of shares of Common Stock,


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable
            immediately after the occurrence of any such event shall be adjusted to equal the
            number of shares of Common Stock which a record holder of the same number of shares of
            Common Stock for which this Warrant is exercisable immediately prior to the occurrence
            of such event would own or be entitled to receive after the happening of such event,
            and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant
            Price then in effect multiplied by the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to the adjustment divided by (B) the number of
            shares of Common Stock for which this Warrant is exercisable immediately after such
            adjustment.


             


            
            -70-


             

            
            

            

             

            

            

            

            
            (c)       
            Certain Other Distributions. If at any time
            the Issuer shall make or issue or set a record date for the holders of the Common Stock
            for the purpose of entitling them to receive any dividend or other distribution
            of:


             


            
            (i)        cash (other than a
            cash dividend payable out of earnings or earned surplus legally available for the
            payment of dividends under the laws of the jurisdiction of incorporation of the
            Issuer),


             


            
            (ii)       any evidences of its
            indebtedness, any shares of stock of any class or any other securities or property of
            any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares
            of Common Stock), or


            
             


            
            (iii)      any warrants or other rights to
            subscribe for or purchase any evidences of its indebtedness, any shares of stock of any
            class or any other securities or property of any nature whatsoever (other than cash,
            Common Stock Equivalents or Additional Shares of Common Stock),


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
            adjusted to equal the product of the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to such adjustment multiplied by a fraction
            (A) the numerator of which shall be the Per Share Market Value of Common Stock at the
            date of taking such record and (B) the denominator of which shall be such Per Share
            Market Value minus the amount allocable to one share of Common Stock of any such cash
            so distributable and of the fair value (as determined in good faith by the Board of
            Directors of the Issuer and supported by an opinion from an investment banking firm of
            recognized national standing acceptable to (but not affiliated with) the Holder) of any
            and all such evidences of indebtedness, shares of stock, other securities or property
            or warrants or other subscription or purchase rights so distributable, and (2) the
            Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in
            effect multiplied by the number of shares of Common Stock for which this Warrant is
            exercisable immediately prior to the adjustment divided by (B) the number of shares of
            Common Stock for which this Warrant is exercisable immediately after such adjustment. A
            reclassification of the Common Stock (other than a change in par value, or from par
            value to no par value or from no par value to par value) into shares of Common Stock
            and shares of any other class of stock shall be deemed a distribution by the Issuer to
            the holders of its Common Stock of such shares of such other class of stock within the
            meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be
            changed into a larger or smaller number of shares of Common Stock as a part of such
            reclassification, such change shall be deemed a subdivision or combination, as the case
            may be, of the outstanding shares of Common Stock within the meaning of Section
            4(b).                   


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Issuance of Additional Shares of Common
                            Stock. n/a

                        


            


             


            
                	
                            
                             

                        	
                            
                            (g)

                        	
                            
                            Issuance of Common Stock
                            Equivalents. n/a

                        


            


             


            
            (h)        
            Superseding Adjustment. If, at any time
            after any adjustment of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect shall have been made pursuant to
            Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such
            Common Stock


            
             


            
            -71-


             

            
            

            

             


            

            

            
            Equivalents, or the right of conversion or
            exchange in such Common Stock Equivalents, shall expire, and all or a portion of such
            or the right of conversion or exchange with respect to all or a portion of such Common
            Stock Equivalents, as the case may be, shall not have been exercised, or (ii) the
            consideration per share for which shares of Common Stock are issuable pursuant to such
            Common Stock Equivalents shall be increased, then such previous adjustment shall be
            rescinded and annulled and the Additional Shares of Common Stock which were deemed to
            have been issued by virtue of the computation made in connection with the adjustment so
            rescinded and annulled shall no longer be deemed to have been issued by virtue of such
            computation. Upon the occurrence of an event set forth in this Section 4(f), there
            shall be a recomputation made of the effect of such Common Stock Equivalents on the
            basis of: (i) treating the number of Additional Shares of Common Stock theretofore
            actually issued or issuable pursuant to the previous exercise of Common Stock
            Equivalents or any such right of conversion or exchange, as having been issued on the
            date or dates of any such exercise and for the consideration actually received and
            receivable therefor, and (ii) treating any such Common Stock Equivalents which then
            remain outstanding as having been granted or issued immediately after the time of such
            increase of the consideration per share for which Additional Shares of Common Stock are
            issuable under such Common Stock Equivalents; whereupon a new adjustment of the number
            of shares of Common Stock for which this Warrant is exercisable and the Warrant Price
            then in effect shall be made, which new adjustment shall supersede the previous
            adjustment so rescinded and annulled.


             


            
            (h)       
            Other Provisions applicable to Adjustments under this
            Section. The following provisions shall be applicable to the
            making of adjustments of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect provided for in this Section
            4:


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Computation of
                            Consideration. n/a

                        


            


             


            
            (ii)       
            When Adjustments to Be Made. The
            adjustments required by this Section 4 shall be made whenever and as often as any
            specified event requiring an adjustment shall occur, except that any adjustment of the
            number of shares of Common Stock for which this Warrant is exercisable that would
            otherwise be required may be postponed (except in the case of a subdivision or
            combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but
            not beyond the date of exercise if such adjustment either by itself or with other
            adjustments not previously made adds or subtracts less than one percent (1%) of the
            shares of Common Stock for which this Warrant is exercisable immediately prior to the
            making of such adjustment. Any adjustment representing a change of less than such
            minimum amount (except as aforesaid) which is postponed shall be carried forward and
            made as soon as such adjustment, together with other adjustments required by this
            Section 4 and not previously made, would result in a minimum adjustment or on the date
            of exercise. For the purpose of any adjustment, any specified event shall be deemed to
            have occurred at the close of business on the date of its occurrence.


             


            
            (iii)      
            Fractional Interests. In computing
            adjustments under this Section 4, fractional interests in Common Stock shall be taken
            into account to the nearest one one-hundredth (1/100th) of a
            share.


            
             


            
            -72-


             

            
            

            

             

            

            

            

            
            (iv)       When
            Adjustment Not Required. If the Issuer shall take a record of
            the holders of its Common Stock for the purpose of entitling them to receive a dividend
            or distribution or subscription or purchase rights and shall, thereafter and before the
            distribution to stockholders thereof, legally abandon its plan to pay or deliver such
            dividend, distribution, subscription or purchase rights, then thereafter no adjustment
            shall be required by reason of the taking of such record and any such adjustment
            previously made in respect thereof shall be rescinded and annulled.


            
             


            
            (i)        
            Form of Warrant after Adjustments. The form
            of this Warrant need not be changed because of any adjustments in the Warrant Price or
            the number and kind of Securities purchasable upon the exercise of this
            Warrant.


            
             


            
            (j)        
            Escrow of Warrant Stock. If after any
            property becomes distributable pursuant to this Section 4 by reason of the taking of
            any record of the holders of Common Stock, but prior to the occurrence of the event for
            which such record is taken, and the Holder exercises this Warrant, any shares of Common
            Stock issuable upon exercise by reason of such adjustment shall be deemed the last
            shares of Common Stock for which this Warrant is exercised (notwithstanding any other
            provision to the contrary herein) and such shares or other property shall be held in
            escrow for the Holder by the Issuer to be issued to the Holder upon and to the extent
            that the event actually takes place, upon payment of the current Warrant Price.
            Notwithstanding any other provision to the contrary herein, if the event for which such
            record was taken fails to occur or is rescinded, then such escrowed shares shall be
            cancelled by the Issuer and escrowed property returned.


             


            
            5.         
            Notice of Adjustments. Whenever the Warrant
            Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for
            purposes of this Section 5, each an
            "adjustment"), the Issuer shall
            prepare and execute a certificate setting forth, in reasonable detail, the event
            requiring the adjustment, the amount of the adjustment, the method by which such
            adjustment was calculated (including a description of the basis on which the Board made
            any determination hereunder), and the Warrant Price and Warrant Share Number after
            giving effect to such adjustment, and shall cause copies of such certificate to be
            delivered to the Holder of this Warrant promptly after each adjustment. Any dispute
            between the Issuer and the Holder of this Warrant with respect to the matters set forth
            in such certificate may at the option of the Holder of this Warrant be submitted to a
            national or regional accounting firm reasonably acceptable to the Issuer and the
            Holder, provided that the Issuer
            shall have ten (10) days after receipt of notice from such Holder of its selection of
            such firm to object thereto, in which case such Holder shall select another such firm
            and the Issuer shall have no such right of objection. The firm selected by the Holder
            of this Warrant as provided in the preceding sentence shall be instructed to deliver a
            written opinion as to such matters to the Issuer and such Holder within thirty (30)
            days after submission to it of such dispute. Such opinion shall be final and binding on
            the parties hereto. The costs and expenses of the initial accounting firm shall be paid
            equally by the Issuer and the Holder and, in the case of an objection by the Issuer,
            the costs and expenses of the subsequent accounting firm shall be paid in full by the
            Issuer.


             


            
            6.         
            Fractional Shares. No fractional shares of
            Warrant Stock will be issued in connection with any exercise hereof, but in lieu of
            such fractional shares, the Issuer shall round the number of shares to be issued upon
            exercise up to the nearest whole number of shares.


            
             


            
            -73-


             

            
            

            

             

            

            

            

            
             


            
            7.         
            Ownership Cap and Certain Exercise Restrictions.
            (a) Notwithstanding anything to the contrary set forth in this Warrant,
            at no time may a Holder of this Warrant exercise this Warrant if the number of shares
            of Common Stock to be issued pursuant to such exercise would exceed, when aggregated
            with all other shares of Common Stock owned by such Holder at such time, the number of
            shares of Common Stock which would result in such Holder beneficially owning (as
            determined in accordance with Section 13(d) of the Exchange Act and the rules
            thereunder) in excess of 4.9% of the then issued and outstanding shares of Common
            Stock; provided,
            however, that upon a holder of this Warrant
            providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof)
            (the "Waiver Notice") that such
            Holder would like to waive this Section 7(a) with regard to any or all shares of Common
            Stock issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
            effect with regard to all or a portion of the Warrant referenced in the Waiver
            Notice; provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


             


            
            (b)       The Holder may not exercise
            the Warrant hereunder to the extent such exercise would result in the Holder
            beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act
            and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares
            of Common Stock, including shares issuable upon exercise of the Warrant held by the
            Holder after application of this Section;
            provided,
            however, that upon a holder of this Warrant
            providing the Issuer with a Waiver Notice that such holder would like to waive this
            Section 7(b) with regard to any or all shares of Common Stock issuable upon exercise of
            this Warrant, this Section 7(b) shall be of no force or effect with regard to those
            shares of Warrant Stock referenced in the Waiver Notice;
            provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


             


            
            8.         
            Definitions. For the purposes of this
            Warrant, the following terms have the following meanings:


            
             


            
            -74-


             


            


             

            
            

            

             


            
            “Board" shall
            mean the Board of Directors of the Issuer.


             


            
            "Capital Stock" means
            and includes (i) any and all shares, interests, participations or other equivalents of
            or interests in (however designated) corporate stock, including, without limitation,
            shares of preferred or preference stock, (ii) all partnership interests (whether
            general or limited) in any Person which is a partnership, (iii) all membership
            interests or limited liability company interests in any limited liability company, and
            (iv) all equity or ownership interests in any Person of any other type.


             


            
            "Certificate of
            Incorporation" means the Certificate of Incorporation of the
            Issuer as in effect on the Original Issue Date, and as hereafter from time to time
            amended, modified, supplemented or restated in accordance with the terms hereof and
            thereof and pursuant to applicable law.


            
             


            
            "Common Stock" means
            the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock
            into which such stock may hereafter be changed.


             


            
            "Common Stock
            Equivalent" means any Convertible Security or warrant, option
            or other right to subscribe for or purchase any Additional Shares of Common Stock or
            any Convertible Security.


             


            
            "Convertible
            Securities" means evidences of Indebtedness, shares of
            Capital Stock or other Securities which are or may be at any time convertible into or
            exchangeable for Additional Shares of Common Stock. The term "Convertible Security"
            means one of the Convertible Securities.


            
             


            
            "Governmental
            Authority" means any governmental, regulatory or
            self-regulatory entity, department, body, official, authority, commission, board,
            agency or instrumentality, whether federal, state or local, and whether domestic or
            foreign.


             


            
            "Holders" mean the
            Persons who shall from time to time own any Warrant. The term "Holder" means one of the
            Holders.


             


            
            "Independent
            Appraiser" means a nationally recognized or major regional
            investment banking firm or firm of independent certified public accountants of
            recognized standing (which may be the firm that regularly examines the financial
            statements of the Issuer) that is regularly engaged in the business of appraising the
            Capital Stock or assets of corporations or other entities as going concerns, and which
            is not affiliated with either the Issuer or the Holder of any Warrant.


             


            
            "Issuer" means
            FinancialContent, Inc., a Delaware corporation, and its successors.


             


            
            "Majority Holders"
            means at any time the Holders of Warrants exercisable for a majority of the shares of
            Warrant Stock issuable under the Warrants at the time outstanding.


            
             


            
            -75-


             

            
            

            

             

            

            

            

            
            "Original Issue Date"
            means February 13, 2006.


             


            
                	
                            
                             

                        	
                            
                            "OTC Bulletin
                            Board" means the over-the-counter electronic
                            bulletin board.

                        


            


             


            
            "Other Common" means
            any other Capital Stock of the Issuer of any class which shall be authorized at any
            time after the date of this Warrant (other than Common Stock) and which shall have the
            right to participate in the distribution of earnings and assets of the Issuer without
            limitation as to amount.


            
             


            
            “Outstanding Common
            Stock” means, at any given time, the aggregate amount
            of outstanding shares of Common Stock, assuming full exercise, conversion or exchange
            (as applicable) of all options, warrants and other Securities which are convertible
            into or exercisable or exchangeable for, and any right to subscribe for, shares of
            Common Stock that are outstanding at such time.


            
             


            
            "Person" means an
            individual, corporation, limited liability company, partnership, joint stock company,
            trust, unincorporated organization, joint venture, Governmental Authority or other
            entity of whatever nature.


             


            
            "Per Share Market
            Value" means on any particular date (a) the last closing bid
            price per share of the Common Stock on such date on the OTC Bulletin Board or another
            registered national stock exchange on which the Common Stock is then listed, or if
            there is no such price on such date, then the closing bid price on such exchange or
            quotation system on the date nearest preceding such date, or (b) if the Common Stock is
            not listed then on the OTC Bulletin Board or any registered national stock exchange,
            the last closing bid price for a share of Common Stock in the over-the-counter market,
            as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated
            or similar organization or agency succeeding to its functions of reporting prices) at
            the close of business on such date, or (c) if the Common Stock is not then reported by
            the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
            organization or agency succeeding to its functions of reporting prices), then the
            average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of
            determination, or (d) if the Common Stock is not then publicly traded the fair market
            value of a share of Common Stock as determined by an Independent Appraiser selected in
            good faith by the Majority Holders;
            provided,
            however, that the Issuer, after receipt of
            the determination by such Independent Appraiser, shall have the right to select an
            additional Independent Appraiser, in which case, the fair market value shall be equal
            to the average of the determinations by each such Independent Appraiser; and
            provided,
            further that all determinations of the Per
            Share Market Value shall be appropriately adjusted for any stock dividends, stock
            splits or other similar transactions during such period. The determination of fair
            market value by an Independent Appraiser shall be based upon the fair market value of
            the Issuer determined on a going concern basis as between a willing buyer and a willing
            seller and taking into account all relevant factors determinative of value, and shall
            be final and binding on all parties. In determining the fair market value of any shares
            of Common Stock, no consideration shall be given to any restrictions on transfer of the
            Common Stock imposed by agreement or by federal or state securities laws, or to the
            existence or absence of, or any limitations on, voting rights.


            
             


            
            -76-


             

            
            

            

             


            
            "Securities" means
            any debt or equity securities of the Issuer, whether now or hereafter authorized, any
            instrument convertible into or exchangeable for Securities or a Security, and any
            option, warrant or other right to purchase or acquire any Security. "Security" means
            one of the Securities.


             


            
            "Securities Act"
            means the Securities Act of 1933, as amended, or any similar federal statute then in
            effect.


             


            
            "Subsidiary" means
            any corporation at least 50% of whose outstanding Voting Stock shall at the time be
            owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by
            the Issuer and one or more of its Subsidiaries.


             


            
            "Term" has the
            meaning specified in Section 1 hereof.


            
             


            
            "Trading Day" means
            (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the
            Common Stock is not traded on the OTC Bulletin Board, a day on which the Common Stock
            is quoted in the over-the-counter market as reported by the National Quotation Bureau
            Incorporated (or any similar organization or agency succeeding its functions of
            reporting prices); provided,
            however, that in the event that the Common
            Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
            mean any day except Saturday, Sunday and any day which shall be a legal holiday or a
            day on which banking institutions in the State of New York are authorized or required
            by law or other government action to close.


             


            
            "Voting Stock" means,
            as applied to the Capital Stock of any corporation, Capital Stock of any class or
            classes (however designated) having ordinary voting power for the election of a
            majority of the members of the Board of Directors (or other governing body) of such
            corporation, other than Capital Stock having such power only by reason of the happening
            of a contingency.


             


            
            "Warrants" means this
            Warrant, and any other warrants of like tenor issued in substitution or exchange for
            any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any
            of such other Warrants.


             


            
            "Warrant Price"
            initially means $0.75, as such price may be adjusted from time to time as shall result
            from the adjustments specified in this Warrant, including Section 4 hereto.


             


            
            "Warrant Share
            Number" means at any time the aggregate number of shares of
            Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
            giving effect to all prior adjustments and increases to such number made or required to
            be made under the terms hereof.


             


            
            "Warrant Stock" means
            Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable
            pursuant to any Warrant or Warrants.


            
             


            
            -77-


             

            
            

            

             

            

            

            

            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            Other Notices. In case at
                            any time:

                        


            


             


            
                	
                            
                             

                        	
                            
                            (A)

                        	
                            
                            the Issuer shall make any distributions to the holders
                            of Common Stock; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (B)

                        	
                            
                            the Issuer shall authorize the granting to all holders
                            of its Common Stock of rights to subscribe for or purchase any shares
                            of Capital Stock of any class or other rights; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (C)

                        	
                            
                            there shall be any reclassification of the Capital Stock
                            of the Issuer; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (D)

                        	
                            
                            there shall be any capital reorganization by the Issuer;
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (E)

                        	
                            
                            there shall be any (i) consolidation or merger involving
                            the Issuer or (ii) sale, transfer or other disposition of all or
                            substantially all of the Issuer's property, assets or business (except
                            a merger or other reorganization in which the Issuer shall be the
                            surviving corporation and its shares of Capital Stock shall continue to
                            be outstanding and unchanged and except a consolidation, merger, sale,
                            transfer or other disposition involving a wholly-owned Subsidiary);
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (F)

                        	
                            
                            there shall be a voluntary or involuntary dissolution,
                            liquidation or winding-up of the Issuer or any partial liquidation of
                            the Issuer or distribution to holders of Common Stock;

                        


            


             


            
            then, in each of such cases, the Issuer shall give written notice to the
            Holder of the date on which (i) the books of the Issuer shall close or a record shall
            be taken for such dividend, distribution or subscription rights or (ii) such
            reorganization, reclassification, consolidation, merger, disposition, dissolution,
            liquidation or winding-up, as the case may be, shall take place. Such notice also shall
            specify the date as of which the holders of Common Stock of record shall participate in
            such dividend, distribution or subscription rights, or shall be entitled to exchange
            their certificates for Common Stock for securities or other property deliverable upon
            such reorganization, reclassification, consolidation, merger, disposition, dissolution,
            liquidation or winding-up, as the case may be. Such notice shall be given at least
            twenty (20) days prior to the action in question and not less than ten (10) days prior
            to the record date or the date on which the Issuer's transfer books are closed in
            respect thereto. This Warrant entitles the Holder to receive copies of all financial
            and other information distributed or required to be distributed to the holders of the
            Common Stock.


             


            
            10.       
            Amendment and Waiver. Any term, covenant,
            agreement or condition in this Warrant may be amended, or compliance therewith may be
            waived (either generally or in a particular instance and either retroactively or
            prospectively), by a written instrument or written instruments executed by the Issuer
            and the Majority  Holders;
            provided, 
            however,  that  no
             such  amendment or  waiver   shall  reduce 
            the  Warrant  Share


            
             


            
            -78-


             

            
            

            

             


             

            

            

            

            
            Number, increase the Warrant Price,shorten the period during which this
            Warrant may be exercised or modify any provision of this Section 10 without the consent
            of the Holder of this Warrant. No consideration shall be offered or paid to any person
            to amend or consent to a waiver or modification of any provision of this Warrant unless
            the same consideration is also offered to all holders of the Warrants.


             


            
            11.       
            Governing Law; Jurisdiction. This Warrant
            shall be governed by and construed in accordance with the internal laws of the State of
            New York, without giving effect to any of the conflicts of law principles which would
            result in the application of the substantive law of another jurisdiction. This Warrant
            shall not be interpreted or construed with any presumption against the party causing
            this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute
            arising under this Warrant will lie exclusively in the state or federal courts located
            in New York County, New York, and the parties irrevocably waive any right to
            raise forum non conveniens or any
            other argument that New York is not the proper venue. The Issuer and the Holder
            irrevocably consent to personal jurisdiction in the state and federal courts of the
            state of New York. The Issuer and the Holder consent to process being served in any
            such suit, action or proceeding by mailing a copy thereof to such party at the address
            in effect for notices to it under this Warrant and agrees that such service shall
            constitute good and sufficient service of process and notice thereof. Nothing in this
            Section 11 shall affect or limit any right to serve process in any other manner
            permitted by law. The Issuer and the Holder hereby agree that the prevailing party in
            any suit, action or proceeding arising out of or relating to this Warrant, shall be
            entitled to reimbursement for reasonable legal fees from the non-prevailing party. The
            parties hereby waive all rights to a trial by jury.


             


            
            12.       
            Notices.   Any notice,
            demand, request, waiver or other communication required or permitted to be given
            hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy
            or facsimile at the address or number designated below (if delivered on a business day
            during normal business hours where such notice is to be received), or the first
            business day following such delivery (if delivered other than on a business day during
            normal business hours where such notice is to be received) or (b) on the second
            business day following the date of mailing by express courier service, fully prepaid,
            addressed to such address, or upon actual receipt of such mailing, whichever shall
            first occur. The addresses for such communications shall be:


            
                	
                            
                            If to the Issuer:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
            101 Lincoln Centre Drive, Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
            Attention: Chief Executive Officer


            
                	
                            
                             

                        	
                            
                            Tel. No.: (650) 286-9702

                        


            


            
            Fax No.: (650) 745-2677


             


            
                	
                            
                            If to any Holder:

                        	
                            
                            At the address of such Holder set forth on
                            Exhibit A to this
                            Agreement, with copies to Holder’s counsel as set forth on
                            Exhibit A or as specified
                            in writing by such Holder with copies to:

                        


            


            
             


            
            -79-


            
             

            
            

            

             

            

            

            

            with
            copies (which copies


            shall
            not constitute notice)


            
                	
                            
                            to:

                        	
                            
                            Kramer Levin Naftalis & Frankel LLP

                        


            


            
            1177 Avenue of the Americas


            
            New York, New York 10036


            
            Attention: Christopher S. Auguste


            
            Tel. No.: (212) 715-9100


            
            Fax No.: (212) 715-8000


            
             


            
            Any party hereto may from time to time change its address for notices by
            giving written notice of such changed address to the other party hereto.


            
            13.       
            Warrant Agent. The Issuer may, by written
            notice to each Holder of this Warrant, appoint an agent having an office in New York,
            New York for the purpose of issuing shares of Warrant Stock on the exercise of this
            Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
            pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
            subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
            issuance, exchange or replacement, as the case may be, shall be made at such office by
            such agent.


             


            
            14.       
            Remedies. The Issuer stipulates that the
            remedies at law of the Holder of this Warrant in the event of any default or threatened
            default by the Issuer in the performance of or compliance with any of the terms of this
            Warrant are not and will not be adequate and that, to the fullest extent permitted by
            law, such terms may be specifically enforced by a decree for the specific performance
            of any agreement contained herein or by an injunction against a violation of any of the
            terms hereof or otherwise.


             


            
            15.       
            Successors and Assigns. This Warrant and
            the rights evidenced hereby shall inure to the benefit of and be binding upon the
            successors and assigns of the Issuer, the Holder hereof and (to the extent provided
            herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable
            by any such Holder or Holder of Warrant Stock.


             


            
            16.       
            Modification and Severability. If, in any
            action before any court or agency legally empowered to enforce any provision contained
            herein, any provision hereof is found to be unenforceable, then such provision shall be
            deemed modified to the extent necessary to make it enforceable by such court or agency.
            If any such provision is not enforceable as set forth in the preceding sentence, the
            unenforceability of such provision shall not affect the other provisions of this
            Warrant, but this Warrant shall be construed as if such unenforceable provision had
            never been contained herein.


             


            
            17.       
            Headings. The headings of the Sections of
            this Warrant are for convenience of reference only and shall not, for any purpose, be
            deemed a part of this Warrant.


            
             


            
            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


             


            
            -80-


            
             

            
            

            

             

            

            

            

            


            
            IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of
            the day and year first above written.


             


            
                	
                            
                             

                        	
                            
                            FINANCIALCONTENT, INC.

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            By:________________________________

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        


            


             


             


            
            -81-

            
            

            

             

            

            

            

            
            EXERCISE FORM


            
            SERIES A WARRANT


             


            
            FINANCIALCONTENT, INC.


             


            The
            undersigned _______________, pursuant to the provisions of the within Warrant, hereby
            elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by
            the within Warrant.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


            
             


            
            Number of shares of Common Stock beneficially owned or deemed
            beneficially owned by the Holder on the date of Exercise:
            _________________________


             


            
            ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the within Warrant and all rights evidenced thereby and does
            irrevocably constitute and appoint _____________, attorney, to transfer the said
            Warrant on the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            
            PARTIAL ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the right to purchase _________ shares of Warrant Stock evidenced by
            the within Warrant together with all rights therein, and does irrevocably constitute
            and appoint ___________________, attorney, to transfer that part of the said Warrant on
            the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            FOR
            USE BY THE ISSUER ONLY:


             


             


            
            -82-


             

            
            

            

             

            

            

            

            This
            Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of ___________,
            _____, shares of Common Stock issued therefor in the name of _______________, Warrant
            No. W-_____ issued for ____ shares of Common Stock in the name of
            _______________.


             


             


             


             


             


             


             


             


             


             


             


             


            
            -83-


             

            
            

            

             

            

            

            

            
            EXHIBIT C-3


             


            
            SERIES A WARRANT ISSUED MARCH 31, 2006


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            -84-


             


             

            
            

            

             


            


             

            

            

            

             


            THIS
            WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
            STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
            REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE
            ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
            THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
            OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


             


            
            SERIES A WARRANT TO PURCHASE


             


            
            SHARES OF COMMON STOCK


             


            
            OF


             


            
            FINANCIALCONTENT, INC.


             


            
            Expires March 31, 2011


             


            
                	
                            
                            No.: W-A-06- __

                        	
                            
                            Number of Shares: 116,667

                        


            


            Date
            of Issuance: March 31, 2006


             


            
            FOR VALUE RECEIVED, the undersigned, FinancialContent, Inc., a Delaware
            corporation (together with its successors and assigns, the
            "Issuer"), hereby certifies that
            Jade Special Strategy, LLC or its registered assigns is entitled to subscribe for and
            purchase, during the Term (as hereinafter defined), up to one hundred sixteen thousand
            six hundred sixty seven (116,667) shares (subject to adjustment as hereinafter
            provided) of the duly authorized, validly issued, fully paid and non-assessable Common
            Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in
            effect, subject, however, to the provisions and upon the terms and conditions
            hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined
            herein shall have the respective meanings specified in Section 8 hereof.


             


            
            1.         
            Term. The term of this Warrant shall
            commence on March 31, 2006 and shall expire at 6:00 p.m., eastern time, on March 31,
            2011 (such period being the
            "Term").


            
             


            
                	
                            
                             

                        	
                            
                            4.

                        	
                            
                            Method of Exercise; Payment; Issuance of New Warrant;
                            Transfer and Exchange.

                        


            


            
             


            
            (a)       
            Time of Exercise. The purchase rights
            represented by this Warrant may be exercised in whole or in part during the
            Term.


             


            
            (b)       
            Method of Exercise. The Holder hereof may
            exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the
            exercise form attached hereto duly executed) at the principal office of the Issuer, and
            by the payment to the Issuer of an amount of consideration therefor equal to the
            Warrant Price in effect on the date of such exercise multiplied by the number of shares
            of Warrant Stock with respect to which this Warrant is then being exercised, payable at
            such Holder's election (i) by certified or official bank check or by wire transfer to
            an account designated by the Issuer, (ii) by "cashless exercise" in accordance with the
            provisions of subsection (c) of this Section 2,  but only  when  a 
            registration  statement under the Securities Act


            
             


            
            -85-


             

            
            

            

             

            

            

            

            
            providing for the resale of the Warrant Stock is not then in effect, or
            (iii) by a combination of the foregoing methods of payment selected by the Holder of
            this Warrant.


            
             


            
            (c)       
            Cashless Exercise. Notwithstanding any
            provisions herein to the contrary and commencing one (1) year following the Original
            Issue Date if (i) the Per Share Market Value of one share of Common Stock is greater
            than the Warrant Price (at the date of calculation as set forth below) and (ii) a
            registration statement under the Securities Act providing for the resale of the Warrant
            Stock is not then in effect by the date such registration statement is required to be
            effective pursuant to the Registration Rights Agreement (as defined in the Purchase
            Agreement) or not effective at any time during the Effectiveness Period (as defined in
            the Registration Rights Agreement) in accordance with the terms of the Registration
            Rights Agreement, in lieu of exercising this Warrant by payment of cash, the Holder may
            exercise this Warrant by a cashless exercise and shall receive the number of shares of
            Common Stock equal to an amount (as determined below) by surrender of this Warrant at
            the principal office of the Issuer together with the properly endorsed Notice of
            Exercise in which event the Issuer shall issue to the Holder a number of shares of
            Common Stock computed using the following formula:


             


            
                	
                            
                             

                        	
                            
                            X = Y - (A)(Y)

                        


            


            
                	
                            
                             

                        	
                            
                            B

                        


            


             


            
                	
                            
                            Where

                        	
                            
                            X =

                        	
                            
                            the number of shares of Common Stock to be issued to the
                            Holder.

                        


            


             


            
                	
                            
                             

                        	
                            
                            Y =

                        	
                            
                            the number of shares of Common Stock purchasable upon
                            exercise of all of the Warrant or, if only a portion of the Warrant is
                            being exercised, the portion of the Warrant being exercised.

                        


            


             


            
                	
                            
                             

                        	
                            
                            A =

                        	
                            
                            the Warrant Price.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            B =

                        	
                            
                            the Per Share Market Value of one share of Common
                            Stock.

                        


            


            
             


            
            (d)       
            Issuance of Stock Certificates. In the
            event of any exercise of this Warrant in accordance with and subject to the terms and
            conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall
            be delivered to the Holder hereof within a reasonable time, not exceeding three (3)
            Trading Days after such exercise (the “Delivery
            Date”) or, at the request of the Holder (provided that
            a registration statement under the Securities Act providing for the resale of the
            Warrant Stock is then in effect), issued and delivered to the Depository Trust Company
            (“DTC”) account on the
            Holder’s behalf via the Deposit Withdrawal Agent Commission System
            (“DWAC”) within a
            reasonable time, not exceeding three (3) Trading Days after such exercise (provided,
            however that the Issuer or its transfer agent shall only be obligated to issue and
            deliver the shares to the DTC on the Holder’s behalf via DWAC or certificates
            free of restrictive legends if such exercise is in connection with a sale (as evidenced
            by documentation furnished to and reasonably satisfactory to the Issuer) and the
            registration statement providing for the resale of the Warrant Stock is effective, and
            the Holder hereof shall be deemed for all purposes to be the holder of the shares of
            Warrant Stock so purchased as of the date of such exercise and (ii) unless this Warrant
            has expired, a new Warrant representing the number of shares of Warrant Stock, if any,
            with respect to which this Warrant shall not then have been exercised (less any
            amount


            
             


            
            -86-


             

            
            

            

             

            

            

            

            
            thereof which shall have been canceled in payment or partial payment of
            the Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at
            the Issuer's expense within such time.


             


            
            (e)       
            Compensation for Buy-In on Failure to Timely Deliver Certificates
            Upon Exercise. In addition to any other rights available to
            the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a
            certificate or certificates representing the Warrant Stock pursuant to an exercise on
            or before the Delivery Date, and if after such date the Holder is required by its
            broker to purchase (in an open market transaction or otherwise) shares of Common Stock
            to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the
            Holder anticipated receiving upon such exercise (a
            “Buy-In”), then the
            Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s
            total purchase price (including brokerage commissions, if any) for the shares of Common
            Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of
            shares of Warrant Stock that the Issuer was required to deliver to the Holder in
            connection with the exercise at issue times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the option of the
            Holder, either reinstate the portion of the Warrant and equivalent number of shares of
            Warrant Stock for which such exercise was not honored or deliver to the Holder the
            number of shares of Common Stock that would have been issued had the Issuer timely
            complied with its exercise and delivery obligations hereunder. For example, if the
            Holder purchases Common Stock having a total purchase price of $11,000 to cover a
            Buy-In with respect to an attempted exercise of shares of Common Stock with an
            aggregate sale price giving rise to such purchase obligation of $10,000, under clause
            (1) of the immediately preceding sentence the Issuer shall be required to pay the
            Holder $1,000. The Holder shall provide the Issuer written notice indicating the
            amounts payable to the Holder in respect of the Buy-In, together with applicable
            confirmations and other evidence reasonably requested by the Issuer. Nothing herein
            shall limit a Holder’s right to pursue any other remedies available to it
            hereunder, at law or in equity including, without limitation, a decree of specific
            performance and/or injunctive relief with respect to the Issuer’s failure to
            timely deliver certificates representing shares of Common Stock upon exercise of this
            Warrant as required pursuant to the terms hereof.


            
            (f)        
            Transferability of Warrant. Subject to
            Section 2(h) hereof, this Warrant may be transferred by a Holder without the consent of
            the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred
            on the books of the Issuer by the Holder hereof in person or by duly authorized
            attorney, upon surrender of this Warrant at the principal office of the Issuer,
            properly endorsed (by the Holder executing an assignment in the form attached hereto)
            and upon payment of any necessary transfer tax or other governmental charge imposed
            upon such transfer. This Warrant is exchangeable at the principal office of the Issuer
            for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new
            Warrant to represent the right to purchase such number of shares of Warrant Stock as
            the Holder hereof shall designate at the time of such exchange. All Warrants issued on
            transfers or exchanges shall be dated the Original Issue Date and shall be identical
            with this Warrant except as to the number of shares of Warrant Stock issuable pursuant
            thereto.


             


            
            (g)       
            Continuing Rights of Holder. The Issuer
            will, at the time of or at any time after each exercise of this Warrant, upon the
            request of the Holder hereof, acknowledge in writing the extent, if any, of its
            continuing obligation  to  afford  to  such  Holder  all
            rights  to  which such  Holder  shall  continue  to
             be entitled after such


            
             


            
            -87-


             

            
            

            

             

            

            

            

            
            exercise in accordance with the terms of thisWarrant,
            provided that if any such Holder shall fail
            to make any such request, the failure shall not affect the continuing obligation of the
            Issuer to afford such rights to such Holder.


            
             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            Compliance with Securities Laws.

                        


            


             


            
            (i)        The Holder of this
            Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant
            Stock to be issued upon exercise hereof are being acquired solely for the Holder's own
            account and not as a nominee for any other party, and for investment, and that the
            Holder will not offer, sell or otherwise dispose of this Warrant or any shares of
            Warrant Stock to be issued upon exercise hereof except pursuant to an effective
            registration statement, or an exemption from registration, under the Securities Act and
            any applicable state securities laws.


             


            
            (ii)       Except as provided in
            paragraph (iii) below, this Warrant and all certificates representing shares of Warrant
            Stock issued upon exercise hereof shall be stamped or imprinted with a legend in
            substantially the following form:


             


            
            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
            OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
            STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
            REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE
            SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
            REQUIRED.


             


            
            (iii)      The Issuer agrees to reissue
            this Warrant or certificates representing any of the Warrant Stock, without the legend
            set forth above if at such time, prior to making any transfer of any such securities,
            the Holder shall give written notice to the Issuer describing the manner and terms of
            such transfer. Such proposed transfer will not be effected until: (a) either (i) the
            Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
            effect that the registration of such securities under the Securities Act is not
            required in connection with such proposed transfer, (ii) a registration statement under
            the Securities Act covering such proposed disposition has been filed by the Issuer with
            the Securities and Exchange Commission and has become effective under the Securities
            Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer
            that such registration and qualification under the Securities Act and state securities
            laws are not required, or (iv) the Holder provides the Issuer with reasonable
            assurances that such security can be sold pursuant to Rule 144 under the Securities
            Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably
            satisfactory to the Issuer, to the effect that registration or qualification under the
            securities


            
             


            
            -88-


            
             

            
            

            

             

            

            

            

            
            or "blue sky" laws of any state is not required in connection with such
            proposed disposition, or (ii) compliance with applicable state securities or "blue sky"
            laws has been effected or a valid exemption exists with respect thereto. The Issuer
            will respond to any such notice from a holder within three (3) business days. In the
            case of any proposed transfer under this Section 2(h), the Issuer will use reasonable
            efforts to comply with any such applicable state securities or "blue sky" laws, but
            shall in no event be required, (x) to qualify to do business in any state where it is
            not then qualified, (y) to take any action that would subject it to tax or to the
            general service of process in any state where it is not then subject, or (z) to comply
            with state securities or “blue sky” laws of any state for which
            registration by coordination is unavailable to the Issuer. The restrictions on transfer
            contained in this Section 2(h) shall be in addition to, and not by way of limitation
            of, any other restrictions on transfer contained in any other section of this Warrant.
            Whenever a certificate representing the Warrant Stock is required to be issued to a the
            Holder without a legend, in lieu of delivering physical certificates representing the
            Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC
            Fast Automated Securities Transfer program, the Issuer shall use its reasonable best
            efforts to cause its transfer agent to electronically transmit the Warrant Stock to the
            Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC
            system (to the extent not inconsistent with any provisions of this Warrant or the
            Purchase Agreement).


            
             


            
            (i)        
            Accredited Investor Status. In no event may
            the Holder exercise this Warrant in whole or in part unless the Holder is an
            “accredited investor” as defined in Regulation D under the Securities
            Act.


            
             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Stock Fully Paid; Reservation and Listing of Shares;
                            Covenants.

                        


            


             


            
            (a)       
            Stock Fully Paid. The Issuer represents,
            warrants, covenants and agrees that all shares of Warrant Stock which may be issued
            upon the exercise of this Warrant or otherwise hereunder will, when issued in
            accordance with the terms of this Warrant, be duly authorized, validly issued, fully
            paid and nonassessable and free from all taxes, liens and charges created by or through
            the Issuer. The Issuer further covenants and agrees that during the period within which
            this Warrant may be exercised, the Issuer will at all times have authorized and
            reserved for the purpose of issuance upon exercise of this Warrant a number of shares
            of Common Stock equal to at least one hundred twenty percent (120%) of the aggregate
            number of shares of Common Stock to provide for the exercise of this
            Warrant.


             


            
            (b)       
            Reservation. If any shares of Common Stock
            required to be reserved for issuance upon exercise of this Warrant or as otherwise
            provided hereunder require registration or qualification with any governmental
            authority under any federal or state law before such shares may be so issued, the
            Issuer will in good faith use its best efforts as expeditiously as possible at its
            expense to cause such shares to be duly registered or qualified. If the Issuer shall
            list any shares of Common Stock on any securities exchange or market it will, at its
            expense, list thereon, maintain and increase when necessary such listing, of, all
            shares of Warrant Stock from time to time issued upon exercise of this Warrant or as
            otherwise provided hereunder (provided that such Warrant Stock has been registered
            pursuant to a registration statement under the Securities Act then in effect), and, to
            the extent permissible under the applicable securities exchange rules, all unissued
            shares of Warrant Stock which are at any time issuable hereunder, so long as any
            shares of Common Stock shall be so listed. The Issuer will also
            so list on each securities exchange or market, and will maintain such listing of, any
            other securities which the Holder of this Warrant shall be entitled to receive upon the
            exercise of this Warrant if at the time any securities of the same class shall be
            listed on such securities exchange or market by the Issuer.


            
             


            
            -89-


             

            
            

            

             


            
            (c)       
            Covenants. The Issuer shall not by any
            action including, without limitation, amending the Certificate of Incorporation or the
            by-laws of the Issuer, or through any reorganization, transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities or any other action,
            avoid or seek to avoid the observance or performance of any of the terms of this
            Warrant, but will at all times in good faith assist in the carrying out of all such
            terms and in the taking of all such actions as may be necessary or appropriate to
            protect the rights of the Holder hereof against dilution (to the extent specifically
            provided herein) or impairment. Without limiting the generality of the foregoing, the
            Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the
            then effective Warrant Price, (ii) not amend or modify any provision of the Certificate
            of Incorporation or by-laws of the Issuer in any manner that would adversely affect the
            rights of the Holders of the Warrants, (iii) take all such action as may be reasonably
            necessary in order that the Issuer may validly and legally issue fully paid and
            nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances
            and restrictions (other than as provided herein) upon the exercise of this Warrant, and
            (iv) use its best efforts to obtain all such authorizations, exemptions or consents
            from any public regulatory body having jurisdiction thereof as may be reasonably
            necessary to enable the Issuer to perform its obligations under this
            Warrant.


            
             


            
            (d)       
            Loss, Theft, Destruction of Warrants. Upon
            receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
            destruction or mutilation of any Warrant and, in the case of any such loss, theft or
            destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in
            the case of any such mutilation, upon surrender and cancellation of such Warrant, the
            Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
            Warrant, a new Warrant of like tenor and representing the right to purchase the same
            number of shares of Common Stock.


            
             


            
            4.         
            Adjustment of Warrant Price. The price at
            which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall
            be subject to adjustment from time to time as set forth in this Section 4. The Issuer
            shall give the Holder notice of any event described below which requires an adjustment
            pursuant to this Section 4 in accordance with the notice provisions set forth in
            Section 5.


            
             


            
            -90-


            
             

            
            

            

             

            

            

            

            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Recapitalization, Reorganization, Reclassification,
                            Consolidation, Merger or Sale.

                        


            


            
             


            
            (i) In case the Issuer after the Original Issue Date shall do any of the
            following (each, a "Triggering
            Event"): (a) consolidate or merge with or into any other
            Person and the Issuer shall not be the continuing or surviving corporation of such
            consolidation or merger, or (b) permit any other Person to consolidate with or merge
            into the Issuer and the Issuer shall be the continuing or surviving Person but, in
            connection with such consolidation or merger, any Capital Stock of the Issuer shall be
            changed into or exchanged for Securities of any other Person or cash or any other
            property, or (c) transfer all or substantially all of its properties or assets to any
            other Person, or (d) effect a capital reorganization or reclassification of its Capital
            Stock, then, and in the case of each such Triggering Event, proper provision shall be
            made so that, upon the basis and the terms and in the manner provided in this Warrant,
            the Holder of this Warrant shall be entitled upon the exercise hereof at any time after
            the consummation of such Triggering Event, to the extent this Warrant is not exercised
            prior to such Triggering Event, to receive at the Warrant Price in effect at the time
            immediately prior to the consummation of such Triggering Event in lieu of the Common
            Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the
            Securities, cash and property to which such Holder would have been entitled upon the
            consummation of such Triggering Event if such Holder had exercised the rights
            represented by this Warrant immediately prior thereto (including the right of a
            shareholder to elect the type of consideration it will receive upon a Triggering
            Event), subject to adjustments (subsequent to such corporate action) as nearly
            equivalent as possible to the adjustments provided for elsewhere in this Section 4.
            Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if
            the surviving entity pursuant to any such Triggering Event is a public company that is
            registered pursuant to the Securities Exchange Act of 1934, as amended, and its common
            stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the
            event that the surviving entity pursuant to any such Triggering Event is not a public
            company that is registered pursuant to the Securities Exchange Act of 1934, as amended,
            or its common stock is not listed or quoted on a national exchange or the OTC Bulletin
            Board, then the Holder shall have the right to demand that the Issuer pay to the Holder
            an amount equal to the value of this Warrant according to the Black-Scholes
            formula.


             


            
            (ii)       Notwithstanding anything
            contained in this Warrant to the contrary and so long as the surviving entity pursuant
            to any Triggering Event is a public company that is registered pursuant to the
            Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted
            on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be
            deemed to have occurred if, prior to the consummation thereof, each Person (other than
            the Issuer) which may be required to deliver any Securities, cash or property upon the
            exercise of this Warrant as provided herein shall assume, by written instrument
            delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
            obligations of the Issuer under this Warrant (and if the Issuer shall survive the
            consummation of such Triggering Event, such assumption shall be in addition to, and
            shall not release the Issuer from, any continuing obligations of the Issuer under this
            Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or
            property as, in accordance with the foregoing provisions of this subsection (a),
            such  Holder  shall be  entitled to receive, and such Person shall have
            similarly delivered


            
             


            
            -91-


            
             

            
            

            

             

            

            

            

            
            to such Holder an opinion of counsel for such Person, which counsel
            shall be reasonably satisfactory to such Holder, or in the alternative, a written
            acknowledgement executed by the President or Chief Financial Officer of the Issuer,
            stating that this Warrant shall thereafter continue in full force and effect and the
            terms hereof (including, without limitation, all of the provisions of this subsection
            (a)) shall be applicable to the Securities, cash or property which such Person may be
            required to deliver upon any exercise of this Warrant or the exercise of any rights
            pursuant hereto.


             


            
            (b)       
            Stock Dividends, Subdivisions and
            Combinations. If at any time the Issuer shall:


             


            
            (i)        make or issue or set
            a record date for the holders of the Common Stock for the purpose of entitling them to
            receive a dividend payable in, or other distribution of, shares of Common
            Stock,


             


            
            (ii)       subdivide its outstanding
            shares of Common Stock into a larger number of shares of Common Stock, or


             


            
            (iii)      combine its outstanding shares of
            Common Stock into a smaller number of shares of Common Stock,


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable
            immediately after the occurrence of any such event shall be adjusted to equal the
            number of shares of Common Stock which a record holder of the same number of shares of
            Common Stock for which this Warrant is exercisable immediately prior to the occurrence
            of such event would own or be entitled to receive after the happening of such event,
            and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant
            Price then in effect multiplied by the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to the adjustment divided by (B) the number of
            shares of Common Stock for which this Warrant is exercisable immediately after such
            adjustment.


             


            
            (c)       
            Certain Other Distributions. If at any time
            the Issuer shall make or issue or set a record date for the holders of the Common Stock
            for the purpose of entitling them to receive any dividend or other distribution
            of:


             


            
            (i)        cash (other than a
            cash dividend payable out of earnings or earned surplus legally available for the
            payment of dividends under the laws of the jurisdiction of incorporation of the
            Issuer),


             


            
            (ii)       any evidences of its
            indebtedness, any shares of stock of any class or any other securities or property of
            any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares
            of Common Stock), or


            
             


            
            (iii)      any warrants or other rights to
            subscribe for or purchase any evidences of its indebtedness, any shares of stock of any
            class or any other securities or property of any nature whatsoever (other than cash,
            Common Stock Equivalents or Additional Shares of Common Stock),


            
             


            
            -92-                                  


             

            
            

            

             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
            adjusted to equal the product of the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to such adjustment multiplied by a fraction
            (A) the numerator of which shall be the Per Share Market Value of Common Stock at the
            date of taking such record and (B) the denominator of which shall be such Per Share
            Market Value minus the amount allocable to one share of Common Stock of any such cash
            so distributable and of the fair value (as determined in good faith by the Board of
            Directors of the Issuer and supported by an opinion from an investment banking firm of
            recognized national standing acceptable to (but not affiliated with) the Holder) of any
            and all such evidences of indebtedness, shares of stock, other securities or property
            or warrants or other subscription or purchase rights so distributable, and (2) the
            Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in
            effect multiplied by the number of shares of Common Stock for which this Warrant is
            exercisable immediately prior to the adjustment divided by (B) the number of shares of
            Common Stock for which this Warrant is exercisable immediately after such adjustment. A
            reclassification of the Common Stock (other than a change in par value, or from par
            value to no par value or from no par value to par value) into shares of Common Stock
            and shares of any other class of stock shall be deemed a distribution by the Issuer to
            the holders of its Common Stock of such shares of such other class of stock within the
            meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be
            changed into a larger or smaller number of shares of Common Stock as a part of such
            reclassification, such change shall be deemed a subdivision or combination, as the case
            may be, of the outstanding shares of Common Stock within the meaning of Section
            4(b).                   


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Issuance of Additional Shares of Common
                            Stock. n/a

                        


            


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Issuance of Common Stock
                            Equivalents. n/a

                        


            


             


            
            (j)         
            Superseding Adjustment. If, at any time
            after any adjustment of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect shall have been made pursuant to
            Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such
            Common Stock Equivalents, or the right of conversion or exchange in such Common Stock
            Equivalents, shall expire, and all or a portion of such or the right of conversion or
            exchange with respect to all or a portion of such Common Stock Equivalents, as the case
            may be, shall not have been exercised, or (ii) the consideration per share for which
            shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be
            increased, then such previous adjustment shall be rescinded and annulled and the
            Additional Shares of Common Stock which were deemed to have been issued by virtue of
            the computation made in connection with the adjustment so rescinded and annulled shall
            no longer be deemed to have been issued by virtue of such computation. Upon the
            occurrence of an event set forth in this Section 4(f), there shall be a recomputation
            made of the effect of such Common Stock Equivalents on the basis of: (i) treating the
            number of Additional Shares of Common Stock theretofore actually issued or issuable
            pursuant to the previous exercise of Common Stock Equivalents or any such right of
            conversion or exchange, as having been issued on the date or dates of any such exercise
            and for the consideration actually received and receivable therefor, and (ii) treating
            any such Common Stock Equivalents which then remain outstanding as having been granted
            or issued immediately after the time of such increase of the consideration per 
            share  for  which  Additional  Shares  of  Common
             Stock are issuable under such Common


            
             


            
            -93-


             

            
            

            

             

            

            

            

            
            Stock Equivalents; whereupon a new adjustment of the number of shares of
            Common Stock for which this Warrant is exercisable and the Warrant Price then in effect
            shall be made, which new adjustment shall supersede the previous adjustment so
            rescinded and annulled.


             


            
            (h)       
            Other Provisions applicable to Adjustments under this
            Section. The following provisions shall be applicable to the
            making of adjustments of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect provided for in this Section
            4:


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Computation of
                            Consideration. n/a

                        


            


             


            
            (ii)       
            When Adjustments to Be Made. The
            adjustments required by this Section 4 shall be made whenever and as often as any
            specified event requiring an adjustment shall occur, except that any adjustment of the
            number of shares of Common Stock for which this Warrant is exercisable that would
            otherwise be required may be postponed (except in the case of a subdivision or
            combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but
            not beyond the date of exercise if such adjustment either by itself or with other
            adjustments not previously made adds or subtracts less than one percent (1%) of the
            shares of Common Stock for which this Warrant is exercisable immediately prior to the
            making of such adjustment. Any adjustment representing a change of less than such
            minimum amount (except as aforesaid) which is postponed shall be carried forward and
            made as soon as such adjustment, together with other adjustments required by this
            Section 4 and not previously made, would result in a minimum adjustment or on the date
            of exercise. For the purpose of any adjustment, any specified event shall be deemed to
            have occurred at the close of business on the date of its occurrence.


             


            
            (iii)      
            Fractional Interests. In computing
            adjustments under this Section 4, fractional interests in Common Stock shall be taken
            into account to the nearest one one-hundredth (1/100th) of a
            share.


             


            
            (iv)       When
            Adjustment Not Required. If the Issuer shall take a record of
            the holders of its Common Stock for the purpose of entitling them to receive a dividend
            or distribution or subscription or purchase rights and shall, thereafter and before the
            distribution to stockholders thereof, legally abandon its plan to pay or deliver such
            dividend, distribution, subscription or purchase rights, then thereafter no adjustment
            shall be required by reason of the taking of such record and any such adjustment
            previously made in respect thereof shall be rescinded and annulled.


            
             


            
            (i)        
            Form of Warrant after Adjustments. The form
            of this Warrant need not be changed because of any adjustments in the Warrant Price or
            the number and kind of Securities purchasable upon the exercise of this
            Warrant.


            
             


            
            (j)        
            Escrow of Warrant Stock. If after any
            property becomes distributable pursuant to this Section 4 by reason of the taking of
            any record of the holders of Common Stock, but prior to the occurrence of the event for
            which such record is taken, and the Holder exercises this Warrant, any shares of Common
            Stock issuable upon exercise by reason of such adjustment shall be deemed the last
            shares of Common Stock for which this Warrant is exercised (notwithstanding
            any other provision to the contrary herein) and such shares or other
            property shall be held in escrow for the Holder by the Issuer to be issued to the
            Holder upon and to the extent that the event actually takes place, upon payment of the
            current Warrant Price. Notwithstanding any other provision to the contrary herein, if
            the event for which such record was taken fails to occur or is rescinded, then such
            escrowed shares shall be cancelled by the Issuer and escrowed property
            returned.


            
             


            
            -94-


             

            
            

            

             


             


            
            5.         
            Notice of Adjustments. Whenever the Warrant
            Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for
            purposes of this Section 5, each an
            "adjustment"), the Issuer shall
            prepare and execute a certificate setting forth, in reasonable detail, the event
            requiring the adjustment, the amount of the adjustment, the method by which such
            adjustment was calculated (including a description of the basis on which the Board made
            any determination hereunder), and the Warrant Price and Warrant Share Number after
            giving effect to such adjustment, and shall cause copies of such certificate to be
            delivered to the Holder of this Warrant promptly after each adjustment. Any dispute
            between the Issuer and the Holder of this Warrant with respect to the matters set forth
            in such certificate may at the option of the Holder of this Warrant be submitted to a
            national or regional accounting firm reasonably acceptable to the Issuer and the
            Holder, provided that the Issuer
            shall have ten (10) days after receipt of notice from such Holder of its selection of
            such firm to object thereto, in which case such Holder shall select another such firm
            and the Issuer shall have no such right of objection. The firm selected by the Holder
            of this Warrant as provided in the preceding sentence shall be instructed to deliver a
            written opinion as to such matters to the Issuer and such Holder within thirty (30)
            days after submission to it of such dispute. Such opinion shall be final and binding on
            the parties hereto. The costs and expenses of the initial accounting firm shall be paid
            equally by the Issuer and the Holder and, in the case of an objection by the Issuer,
            the costs and expenses of the subsequent accounting firm shall be paid in full by the
            Issuer.


             


            
            6.         
            Fractional Shares. No fractional shares of
            Warrant Stock will be issued in connection with any exercise hereof, but in lieu of
            such fractional shares, the Issuer shall round the number of shares to be issued upon
            exercise up to the nearest whole number of shares.


            
             


            
            7.         
            Ownership Cap and Certain Exercise Restrictions.
            (a) Notwithstanding anything to the contrary set forth in this Warrant,
            at no time may a Holder of this Warrant exercise this Warrant if the number of shares
            of Common Stock to be issued pursuant to such exercise would exceed, when aggregated
            with all other shares of Common Stock owned by such Holder at such time, the number of
            shares of Common Stock which would result in such Holder beneficially owning (as
            determined in accordance with Section 13(d) of the Exchange Act and the rules
            thereunder) in excess of 4.9% of the then issued and outstanding shares of Common
            Stock; provided,
            however, that upon a holder of this Warrant
            providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof)
            (the "Waiver Notice") that such
            Holder would like to waive this Section 7(a) with regard to any or all shares of Common
            Stock issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
            effect with regard to all or a portion of the Warrant referenced in the Waiver
            Notice; provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


            
             


            
            -95-


             

            
            

            

             

            

            

            

            
            (b)       The Holder may not exercise
            the Warrant hereunder to the extent such exercise would result in the Holder
            beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act
            and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares
            of Common Stock, including shares issuable upon exercise of the Warrant held by the
            Holder after application of this Section;
            provided,
            however, that upon a holder of this Warrant
            providing the Issuer with a Waiver Notice that such holder would like to waive this
            Section 7(b) with regard to any or all shares of Common Stock issuable upon exercise of
            this Warrant, this Section 7(b) shall be of no force or effect with regard to those
            shares of Warrant Stock referenced in the Waiver Notice;
            provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


             


            
            8.         
            Definitions. For the purposes of this
            Warrant, the following terms have the following meanings:


            
             


            
             


            
             


            
             


            
            -96-


             


            

            
            

            

             


            
            “Board" shall
            mean the Board of Directors of the Issuer.


             


            
            "Capital Stock" means
            and includes (i) any and all shares, interests, participations or other equivalents of
            or interests in (however designated) corporate stock, including, without limitation,
            shares of preferred or preference stock, (ii) all partnership interests (whether
            general or limited) in any Person which is a partnership, (iii) all membership
            interests or limited liability company interests in any limited liability company, and
            (iv) all equity or ownership interests in any Person of any other type.


             


            
            "Certificate of
            Incorporation" means the Certificate of Incorporation of the
            Issuer as in effect on the Original Issue Date, and as hereafter from time to time
            amended, modified, supplemented or restated in accordance with the terms hereof and
            thereof and pursuant to applicable law.


            
             


            
            "Common Stock" means
            the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock
            into which such stock may hereafter be changed.


             


            
            "Common Stock
            Equivalent" means any Convertible Security or warrant, option
            or other right to subscribe for or purchase any Additional Shares of Common Stock or
            any Convertible Security.


             


            
            "Convertible
            Securities" means evidences of Indebtedness, shares of
            Capital Stock or other Securities which are or may be at any time convertible into or
            exchangeable for Additional Shares of Common Stock. The term "Convertible Security"
            means one of the Convertible Securities.


            
             


            
            "Governmental
            Authority" means any governmental, regulatory or
            self-regulatory entity, department, body, official, authority, commission, board,
            agency or instrumentality, whether federal, state or local, and whether domestic or
            foreign.


             


            
            "Holders" mean the
            Persons who shall from time to time own any Warrant. The term "Holder" means one of the
            Holders.


             


            
            "Independent
            Appraiser" means a nationally recognized or major regional
            investment banking firm or firm of independent certified public accountants of
            recognized standing (which may be the firm that regularly examines the financial
            statements of the Issuer) that is regularly engaged in the business of appraising the
            Capital Stock or assets of corporations or other entities as going concerns, and which
            is not affiliated with either the Issuer or the Holder of any Warrant.


             


            
            "Issuer" means
            FinancialContent, Inc., a Delaware corporation, and its successors.


             


            
            "Majority Holders"
            means at any time the Holders of Warrants exercisable for a majority of the shares of
            Warrant Stock issuable under the Warrants at the time outstanding.


            
             


            
            -97-


             

            
            

            

             

            

            

            

            
            “Notes”
            means the senior secured convertible promissory notesissued by the Issuer to the
            Purchasers pursuant to the Purchase Agreement.


            
             


            
            "Original Issue Date"
            means March 31, 2006.


             


            
                	
                            
                             

                        	
                            
                            "OTC Bulletin
                            Board" means the over-the-counter electronic
                            bulletin board.

                        


            


             


            
            "Other Common" means
            any other Capital Stock of the Issuer of any class which shall be authorized at any
            time after the date of this Warrant (other than Common Stock) and which shall have the
            right to participate in the distribution of earnings and assets of the Issuer without
            limitation as to amount.


            
             


            
            “Outstanding Common
            Stock” means, at any given time, the aggregate amount
            of outstanding shares of Common Stock, assuming full exercise, conversion or exchange
            (as applicable) of all options, warrants and other Securities which are convertible
            into or exercisable or exchangeable for, and any right to subscribe for, shares of
            Common Stock that are outstanding at such time.


            
             


            
            "Person" means an
            individual, corporation, limited liability company, partnership, joint stock company,
            trust, unincorporated organization, joint venture, Governmental Authority or other
            entity of whatever nature.


             


            
            "Per Share Market
            Value" means on any particular date (a) the last closing bid
            price per share of the Common Stock on such date on the OTC Bulletin Board or another
            registered national stock exchange on which the Common Stock is then listed, or if
            there is no such price on such date, then the closing bid price on such exchange or
            quotation system on the date nearest preceding such date, or (b) if the Common Stock is
            not listed then on the OTC Bulletin Board or any registered national stock exchange,
            the last closing bid price for a share of Common Stock in the over-the-counter market,
            as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated
            or similar organization or agency succeeding to its functions of reporting prices) at
            the close of business on such date, or (c) if the Common Stock is not then reported by
            the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
            organization or agency succeeding to its functions of reporting prices), then the
            average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of
            determination, or (d) if the Common Stock is not then publicly traded the fair market
            value of a share of Common Stock as determined by an Independent Appraiser selected in
            good faith by the Majority Holders;
            provided,
            however, that the Issuer, after receipt of
            the determination by such Independent Appraiser, shall have the right to select an
            additional Independent Appraiser, in which case, the fair market value shall be equal
            to the average of the determinations by each such Independent Appraiser; and
            provided,
            further that all determinations of the Per
            Share Market Value shall be appropriately adjusted for any stock dividends, stock
            splits or other similar transactions during such period. The determination of fair
            market value by an Independent Appraiser shall be based upon the fair market value of
            the Issuer determined on a going concern basis as between a willing buyer and a willing
            seller and taking into account all relevant factors determinative of value, and shall
            be final and binding on all parties. In determining the fair market value
            of any shares of Common Stock, no consideration shall be given to any
            restrictions on transfer of the Common Stock imposed by agreement or by federal or
            state securities laws, or to the existence or absence of, or any limitations on, voting
            rights.


            
             


            
            -98-


            
             

            
            

            

            
             


            
             


            
            "Purchase Agreement"
            means the Note and Warrant Purchase Agreement dated as of February 13, 2006, among the
            Issuer and the Purchasers.


            
             


            
            "Purchasers" means
            the purchasers of the Notesand the Warrants issued by the Issuer pursuant to the
            Purchase Agreement.


            
             


            
            "Securities" means
            any debt or equity securities of the Issuer, whether now or hereafter authorized, any
            instrument convertible into or exchangeable for Securities or a Security, and any
            option, warrant or other right to purchase or acquire any Security. "Security" means
            one of the Securities.


             


            
            "Securities Act"
            means the Securities Act of 1933, as amended, or any similar federal statute then in
            effect.


             


            
            "Subsidiary" means
            any corporation at least 50% of whose outstanding Voting Stock shall at the time be
            owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by
            the Issuer and one or more of its Subsidiaries.


             


            
            "Term" has the
            meaning specified in Section 1 hereof.


            
             


            
            "Trading Day" means
            (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the
            Common Stock is not traded on the OTC Bulletin Board, a day on which the Common Stock
            is quoted in the over-the-counter market as reported by the National Quotation Bureau
            Incorporated (or any similar organization or agency succeeding its functions of
            reporting prices); provided,
            however, that in the event that the Common
            Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
            mean any day except Saturday, Sunday and any day which shall be a legal holiday or a
            day on which banking institutions in the State of New York are authorized or required
            by law or other government action to close.


             


            
            "Voting Stock" means,
            as applied to the Capital Stock of any corporation, Capital Stock of any class or
            classes (however designated) having ordinary voting power for the election of a
            majority of the members of the Board of Directors (or other governing body) of such
            corporation, other than Capital Stock having such power only by reason of the happening
            of a contingency.


             


            
            "Warrants" means the
            Warrants issued and sold pursuant to the Purchase Agreement, including, without
            limitation, this Warrant, and any other warrants of like tenor issued in substitution
            or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
            hereof or of any of such other Warrants.


            
             


            
            -99-


             

            
            

            

             

            

            

            

            
            "Warrant Price"
            initially means $0.75, as such price may be adjusted from time to time as shall result
            from the adjustments specified in this Warrant, including Section 4 hereto.


             


            
            "Warrant Share
            Number" means at any time the aggregate number of shares of
            Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
            giving effect to all prior adjustments and increases to such number made or required to
            be made under the terms hereof.


             


            
            "Warrant Stock" means
            Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable
            pursuant to any Warrant or Warrants.


             


            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            Other Notices. In case at
                            any time:

                        


            


             


            
                	
                            
                             

                        	
                            
                            (A)

                        	
                            
                            the Issuer shall make any distributions to the holders
                            of Common Stock; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (B)

                        	
                            
                            the Issuer shall authorize the granting to all holders
                            of its Common Stock of rights to subscribe for or purchase any shares
                            of Capital Stock of any class or other rights; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (C)

                        	
                            
                            there shall be any reclassification of the Capital Stock
                            of the Issuer; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (D)

                        	
                            
                            there shall be any capital reorganization by the Issuer;
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (E)

                        	
                            
                            there shall be any (i) consolidation or merger involving
                            the Issuer or (ii) sale, transfer or other disposition of all or
                            substantially all of the Issuer's property, assets or business (except
                            a merger or other reorganization in which the Issuer shall be the
                            surviving corporation and its shares of Capital Stock shall continue to
                            be outstanding and unchanged and except a consolidation, merger, sale,
                            transfer or other disposition involving a wholly-owned Subsidiary);
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (F)

                        	
                            
                            there shall be a voluntary or involuntary dissolution,
                            liquidation or winding-up of the Issuer or any partial liquidation of
                            the Issuer or distribution to holders of Common Stock;

                        


            


             


            
            then, in each of such cases, the Issuer shall give written notice to the
            Holder of the date on which (i) the books of the Issuer shall close or a record shall
            be taken for such dividend, distribution or subscription rights or (ii) such
            reorganization, reclassification, consolidation, merger, disposition, dissolution,
            liquidation or winding-up, as the case may be, shall take place. Such notice also shall
            specify the date as of which the holders of Common Stock of record shall participate in
            such dividend, distribution or subscription rights, or shall be entitled to exchange
            their certificates for Common Stock for securities or other property deliverable upon
            such  reorganization,  reclassification, 
            consolidation, merger, disposition, dissolution, liquidation or winding-up,


             


            
            -100-


             

            
            

            

             


             


            as
            the case may be. Such notice shall be given at least twenty (20) days prior to the
            action in question and not less than ten (10) days prior to the record date or the date
            on which the Issuer's transfer books are closed in respect thereto. This Warrant
            entitles the Holder to receive copies of all financial and other information
            distributed or required to be distributed to the holders of the Common
            Stock.


             


            
            10.       
            Amendment and Waiver. Any term, covenant,
            agreement or condition in this Warrant may be amended, or compliance therewith may be
            waived (either generally or in a particular instance and either retroactively or
            prospectively), by a written instrument or written instruments executed by the Issuer
            and the Majority Holders;
            provided,
            however, that no such amendment or waiver
            shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period
            during which this Warrant may be exercised or modify any provision of this Section 10
            without the consent of the Holder of this Warrant. No consideration shall be offered or
            paid to any person to amend or consent to a waiver or modification of any provision of
            this Warrant unless the same consideration is also offered to all holders of the
            Warrants.


             


            
            11.       
            Governing Law; Jurisdiction. This Warrant
            shall be governed by and construed in accordance with the internal laws of the State of
            New York, without giving effect to any of the conflicts of law principles which would
            result in the application of the substantive law of another jurisdiction. This Warrant
            shall not be interpreted or construed with any presumption against the party causing
            this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute
            arising under this Warrant will lie exclusively in the state or federal courts located
            in New York County, New York, and the parties irrevocably waive any right to
            raise forum non conveniens or any
            other argument that New York is not the proper venue. The Issuer and the Holder
            irrevocably consent to personal jurisdiction in the state and federal courts of the
            state of New York. The Issuer and the Holder consent to process being served in any
            such suit, action or proceeding by mailing a copy thereof to such party at the address
            in effect for notices to it under this Warrant and agrees that such service shall
            constitute good and sufficient service of process and notice thereof. Nothing in this
            Section 11 shall affect or limit any right to serve process in any other manner
            permitted by law. The Issuer and the Holder hereby agree that the prevailing party in
            any suit, action or proceeding arising out of or relating to this Warrant or the
            Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from
            the non-prevailing party. The parties hereby waive all rights to a trial by
            jury.


             


            
            2.         
            Notices.    Any notice,
            demand, request, waiver or other communication required or permitted to be given
            hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy
            or facsimile at the address or number designated below (if delivered on a business day
            during normal business hours where such notice is to be received), or the first
            business day following such delivery (if delivered other than on a business day during
            normal business hours where such notice is to be received) or (b) on the second
            business day following the date of mailing by express courier service, fully prepaid,
            addressed to such address, or upon actual receipt of such mailing, whichever shall
            first occur. The addresses for such communications shall be:


            
                	
                            
                            If to the Issuer:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
            101 Lincoln Centre Drive, Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
            Attention: Chief Executive Officer


            
                	
                            
                             

                        	
                            
                            Tel. No.: (650) 286-9702

                        


            


            
            Fax No.: (650) 745-2677


            
             


            -101-


            
             


            
             

            
            

            

             


             


             


            
                	
                            
                            If to any Holder:

                        	
                            
                            At the address of such Holder set forth on
                            Exhibit A to this
                            Agreement, with copies to Holder’s counsel as set forth on
                            Exhibit A or as specified
                            in writing by such Holder with copies to:

                        


            


            
             


            with
            copies (which copies


            shall
            not constitute notice)


            
                	
                            
                            to:

                        	
                            
                            Kramer Levin Naftalis & Frankel LLP

                        


            


            
            1177 Avenue of the Americas


            
            New York, New York 10036


            
            Attention: Christopher S. Auguste


            
            Tel. No.: (212) 715-9100


            
            Fax No.: (212) 715-8000


            
             


            
            Any party hereto may from time to time change its address for notices by
            giving written notice of such changed address to the other party hereto.


            
            13.       
            Warrant Agent. The Issuer may, by written
            notice to each Holder of this Warrant, appoint an agent having an office in New York,
            New York for the purpose of issuing shares of Warrant Stock on the exercise of this
            Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
            pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
            subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
            issuance, exchange or replacement, as the case may be, shall be made at such office by
            such agent.


             


            
            14.       
            Remedies. The Issuer stipulates that the
            remedies at law of the Holder of this Warrant in the event of any default or threatened
            default by the Issuer in the performance of or compliance with any of the terms of this
            Warrant are not and will not be adequate and that, to the fullest extent permitted by
            law, such terms may be specifically enforced by a decree for the specific performance
            of any agreement contained herein or by an injunction against a violation of any of the
            terms hereof or otherwise.


             


            
            15.       
            Successors and Assigns. This Warrant and
            the rights evidenced hereby shall inure to the benefit of and be binding upon the
            successors and assigns of the Issuer, the Holder hereof and (to the extent provided
            herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable
            by any such Holder or Holder of Warrant Stock.


             


            
            16.       
            Modification and Severability. If, in any
            action before any court or agency legally empowered to enforce any provision contained
            herein, any provision hereof is found to be unenforceable, then such provision shall be
            deemed modified to the extent necessary to make it enforceable by such court or agency.
            If any such provision is not enforceable as set forth in the preceding sentence, the
            unenforceability of such provision shall not affect the other provisions of this
            Warrant, but this Warrant shall be construed as if such unenforceable provision had
            never been contained herein.


            
             


            
            -102-


             

            
            

            

             

            

            

            

             


            
            17.       
            Headings. The headings of the Sections of
            this Warrant are for convenience of reference only and shall not, for any purpose, be
            deemed a part of this Warrant.


            
             


            
            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            -103-


             

            
            

            

             


            
             


             

            

            

            

            


            
            IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of
            the day and year first above written.


             


            
                	
                            
                             

                        	
                            
                            FINANCIALCONTENT, INC.

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            By:_____________________________________

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        


            


             


             


            
            -104-


             

            
            

            

             

            

            

            

            
            EXERCISE FORM


            
            SERIES A WARRANT


             


            
            FINANCIALCONTENT, INC.


             


            The
            undersigned _______________, pursuant to the provisions of the within Warrant, hereby
            elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by
            the within Warrant.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


            
             


            
            Number of shares of Common Stock beneficially owned or deemed
            beneficially owned by the Holder on the date of Exercise:
            _________________________


             


            
            ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the within Warrant and all rights evidenced thereby and does
            irrevocably constitute and appoint _____________, attorney, to transfer the said
            Warrant on the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            
            PARTIAL ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the right to purchase _________ shares of Warrant Stock evidenced by
            the within Warrant together with all rights therein, and does irrevocably constitute
            and appoint ___________________, attorney, to transfer that part of the said Warrant on
            the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            FOR
            USE BY THE ISSUER ONLY:


             


            
            -105-


             

            
            

            

             


             


            

            

            This
            Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of ___________,
            _____, shares of Common Stock issued therefor in the name of _______________, Warrant
            No. W-_____ issued for ____ shares of Common Stock in the name of
            _______________.


             


            
            -106-

            
            

            

             

            

            

            

            
            EXHIBIT C-4


             


            
            SERIES B WARRANT ISSUED MARCH 31, 2006


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            -107-


             

            
            

            

             


            THIS
            WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
            STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
            REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE
            ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
            THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
            OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


             


            
            SERIES B WARRANT TO PURCHASE


             


            
            SHARES OF COMMON STOCK


             


            
            OF


             


            
            FINANCIALCONTENT, INC.


             


            
            Expires March 31, 2011


             


            
                	
                            
                            No.: W-B-06- __

                        	
                            
                            Number of Shares: 116,667

                        


            


            Date
            of Issuance: March 31, 2006


             


            
            FOR VALUE RECEIVED, the undersigned, FinancialContent, Inc., a Delaware
            corporation (together with its successors and assigns, the
            "Issuer"), hereby certifies that
            Jade Special Strategy, LLC or its registered assigns is entitled to subscribe for and
            purchase, during the Term (as hereinafter defined), up to one hundred sixteen thousand
            six hundred sixty seven (116,667) shares (subject to adjustment as hereinafter
            provided) of the duly authorized, validly issued, fully paid and non-assessable Common
            Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in
            effect, subject, however, to the provisions and upon the terms and conditions
            hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined
            herein shall have the respective meanings specified in Section 8 hereof.


             


            
            1.         
            Term. The term of this Warrant shall
            commence on March 31, 2006 and shall expire at 6:00 p.m., eastern time, on March 31,
            2011 (such period being the
            "Term").


            
             


            
                	
                            
                             

                        	
                            
                            5.

                        	
                            
                            Method of Exercise; Payment; Issuance of New Warrant;
                            Transfer and Exchange.

                        


            


            
             


            
            (a)       
            Time of Exercise. The purchase rights
            represented by this Warrant may be exercised in whole or in part during the
            Term.


             


            
            (b)       
            Method of Exercise. The Holder hereof may
            exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the
            exercise form attached hereto duly executed) at the principal office of the Issuer, and
            by the payment to the Issuer of an amount of consideration therefor equal to the
            Warrant Price in effect on the date of such exercise multiplied by the number of shares
            of Warrant Stock with respect to which this Warrant is then being exercised, payable at
            such Holder's election (i) by certified or official bank check or by


            
             


            
            -108-


            
             


            
             

            
            

            

             

            

            

            

            wire
            transfer to an account  designated by the  Issuer, (ii)  by "cashless
            exercise" in  accordance with the provisions of subsection (c) of this Section 2,
            but only when a registration statement under the Securities Act providing for the
            resale of the Warrant Stock is not then in effect, or (iii) by a combination of the
            foregoing methods of payment selected by the Holder of this Warrant.


            
             


            
            (c)       
            Cashless Exercise. Notwithstanding any
            provisions herein to the contrary and commencing one (1) year following the Original
            Issue Date if (i) the Per Share Market Value of one share of Common Stock is greater
            than the Warrant Price (at the date of calculation as set forth below) and (ii) a
            registration statement under the Securities Act providing for the resale of the Warrant
            Stock is not then in effect by the date such registration statement is required to be
            effective pursuant to the Registration Rights Agreement (as defined in the Purchase
            Agreement) or not effective at any time during the Effectiveness Period (as defined in
            the Registration Rights Agreement) in accordance with the terms of the Registration
            Rights Agreement, in lieu of exercising this Warrant by payment of cash, the Holder may
            exercise this Warrant by a cashless exercise and shall receive the number of shares of
            Common Stock equal to an amount (as determined below) by surrender of this Warrant at
            the principal office of the Issuer together with the properly endorsed Notice of
            Exercise in which event the Issuer shall issue to the Holder a number of shares of
            Common Stock computed using the following formula:


             


            
                	
                            
                             

                        	
                            
                            X = Y - (A)(Y)

                        


            


            
                	
                            
                             

                        	
                            
                            B

                        


            


             


            
                	
                            
                            Where

                        	
                            
                            X =

                        	
                            
                            the number of shares of Common Stock to be issued to the
                            Holder.

                        


            


             


            
                	
                            
                             

                        	
                            
                            Y =

                        	
                            
                            the number of shares of Common Stock purchasable upon
                            exercise of all of the Warrant or, if only a portion of the Warrant is
                            being exercised, the portion of the Warrant being exercised.

                        


            


             


            
                	
                            
                             

                        	
                            
                            A =

                        	
                            
                            the Warrant Price.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            B =

                        	
                            
                            the Per Share Market Value of one share of Common
                            Stock.

                        


            


            
             


            
            (d)       
            Issuance of Stock Certificates. In the
            event of any exercise of this Warrant in accordance with and subject to the terms and
            conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall
            be delivered to the Holder hereof within a reasonable time, not exceeding three (3)
            Trading Days after such exercise (the “Delivery
            Date”) or, at the request of the Holder (provided that
            a registration statement under the Securities Act providing for the resale of the
            Warrant Stock is then in effect), issued and delivered to the Depository Trust Company
            (“DTC”) account on the
            Holder’s behalf via the Deposit Withdrawal Agent Commission System
            (“DWAC”) within a
            reasonable time, not exceeding three (3) Trading Days after such exercise (provided,
            however that the Issuer or its transfer agent shall only be obligated to issue and
            deliver the shares to the DTC on the Holder’s behalf via DWAC or certificates
            free of restrictive legends if such exercise is in connection with a sale (as evidenced
            by documentation furnished to and reasonably satisfactory to the Issuer) and the
            registration statement providing for the resale of the Warrant Stock is effective, and
            the Holder hereof shall be deemed for all purposes to be the holder of the shares of
            Warrant Stock so purchased as of the date of such exercise and (ii) unless this Warrant
            has expired, a new Warrant representing the number of shares of
            Warrant Stock, if any, with respect to which this Warrant shall not then have been
            exercised (less any amount thereof which shall have been canceled in payment or partial
            payment of the Warrant Price as hereinabove provided) shall also be issued to the
            Holder hereof at the Issuer's expense within such time.


            
             


            
            -109-


            
             

            
            

            

            
             


             


            
            (e)       
            Compensation for Buy-In on Failure to Timely Deliver Certificates
            Upon Exercise. In addition to any other rights available to
            the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a
            certificate or certificates representing the Warrant Stock pursuant to an exercise on
            or before the Delivery Date, and if after such date the Holder is required by its
            broker to purchase (in an open market transaction or otherwise) shares of Common Stock
            to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the
            Holder anticipated receiving upon such exercise (a
            “Buy-In”), then the
            Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s
            total purchase price (including brokerage commissions, if any) for the shares of Common
            Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of
            shares of Warrant Stock that the Issuer was required to deliver to the Holder in
            connection with the exercise at issue times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the option of the
            Holder, either reinstate the portion of the Warrant and equivalent number of shares of
            Warrant Stock for which such exercise was not honored or deliver to the Holder the
            number of shares of Common Stock that would have been issued had the Issuer timely
            complied with its exercise and delivery obligations hereunder. For example, if the
            Holder purchases Common Stock having a total purchase price of $11,000 to cover a
            Buy-In with respect to an attempted exercise of shares of Common Stock with an
            aggregate sale price giving rise to such purchase obligation of $10,000, under clause
            (1) of the immediately preceding sentence the Issuer shall be required to pay the
            Holder $1,000. The Holder shall provide the Issuer written notice indicating the
            amounts payable to the Holder in respect of the Buy-In, together with applicable
            confirmations and other evidence reasonably requested by the Issuer. Nothing herein
            shall limit a Holder’s right to pursue any other remedies available to it
            hereunder, at law or in equity including, without limitation, a decree of specific
            performance and/or injunctive relief with respect to the Issuer’s failure to
            timely deliver certificates representing shares of Common Stock upon exercise of this
            Warrant as required pursuant to the terms hereof.


            
            (f)        
            Transferability of Warrant. Subject to
            Section 2(h) hereof, this Warrant may be transferred by a Holder without the consent of
            the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred
            on the books of the Issuer by the Holder hereof in person or by duly authorized
            attorney, upon surrender of this Warrant at the principal office of the Issuer,
            properly endorsed (by the Holder executing an assignment in the form attached hereto)
            and upon payment of any necessary transfer tax or other governmental charge imposed
            upon such transfer. This Warrant is exchangeable at the principal office of the Issuer
            for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new
            Warrant to represent the right to purchase such number of shares of Warrant Stock as
            the Holder hereof shall designate at the time of such exchange. All Warrants issued on
            transfers or exchanges shall be dated the Original Issue Date and shall be identical
            with this Warrant except as to the number of shares of Warrant Stock issuable pursuant
            thereto.


            
             


            
            -110-


             


             

            
            

            

             

            

            

            

            
            (g)       
            Continuing Rights of Holder. The Issuer
            will, at the time of or at any time after each exercise of this Warrant, upon the
            request of the Holder hereof, acknowledge in writing the extent, if any, of its
            continuing obligation to afford to such Holder all rights to which such Holder shall
            continue to be entitled after such exercise in accordance with the terms of this
            Warrant, provided that if any such
            Holder shall fail to make any such request, the failure shall not affect the continuing
            obligation of the Issuer to afford such rights to such Holder.


            
             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            Compliance with Securities Laws.

                        


            


             


            
            (i)        The Holder of this
            Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant
            Stock to be issued upon exercise hereof are being acquired solely for the Holder's own
            account and not as a nominee for any other party, and for investment, and that the
            Holder will not offer, sell or otherwise dispose of this Warrant or any shares of
            Warrant Stock to be issued upon exercise hereof except pursuant to an effective
            registration statement, or an exemption from registration, under the Securities Act and
            any applicable state securities laws.


             


            
            (ii)       Except as provided in
            paragraph (iii) below, this Warrant and all certificates representing shares of Warrant
            Stock issued upon exercise hereof shall be stamped or imprinted with a legend in
            substantially the following form:


             


            
            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
            OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
            STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
            REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE
            SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
            REQUIRED.


             


            
            (iii)      The Issuer agrees to reissue
            this Warrant or certificates representing any of the Warrant Stock, without the legend
            set forth above if at such time, prior to making any transfer of any such securities,
            the Holder shall give written notice to the Issuer describing the manner and terms of
            such transfer. Such proposed transfer will not be effected until: (a) either (i) the
            Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
            effect that the registration of such securities under the Securities Act is not
            required in connection with such proposed transfer, (ii) a registration statement under
            the Securities Act covering such proposed disposition has been filed by the Issuer with
            the Securities and Exchange Commission and has become effective under the
            Securities


            
             


            
            -111-


            


             

            
            

            

             

            

            


            

            

            
            Act, (iii) the Issuer has received other evidence reasonably
            satisfactory tothe Issuer that such registration and qualification under the Securities
            Act and state securities laws are not required, or (iv) the Holder provides the Issuer
            with reasonable assurances that such security can be sold pursuant to Rule 144 under
            the Securities Act; and (b) either (i) the Issuer has received an opinion of counsel
            reasonably satisfactory to the Issuer, to the effect that registration or qualification
            under the securities or "blue sky" laws of any state is not required in connection with
            such proposed disposition, or (ii) compliance with applicable state securities or "blue
            sky" laws has been effected or a valid exemption exists with respect thereto. The
            Issuer will respond to any such notice from a holder within three (3) business days. In
            the case of any proposed transfer under this Section 2(h), the Issuer will use
            reasonable efforts to comply with any such applicable state securities or "blue sky"
            laws, but shall in no event be required, (x) to qualify to do business in any state
            where it is not then qualified, (y) to take any action that would subject it to tax or
            to the general service of process in any state where it is not then subject, or (z) to
            comply with state securities or “blue sky” laws of any state for which
            registration by coordination is unavailable to the Issuer. The restrictions on transfer
            contained in this Section 2(h) shall be in addition to, and not by way of limitation
            of, any other restrictions on transfer contained in any other section of this Warrant.
            Whenever a certificate representing the Warrant Stock is required to be issued to a the
            Holder without a legend, in lieu of delivering physical certificates representing the
            Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC
            Fast Automated Securities Transfer program, the Issuer shall use its reasonable best
            efforts to cause its transfer agent to electronically transmit the Warrant Stock to the
            Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC
            system (to the extent not inconsistent with any provisions of this Warrant or the
            Purchase Agreement).


            
             


            
            (i)        
            Accredited Investor Status. In no event may
            the Holder exercise this Warrant in whole or in part unless the Holder is an
            “accredited investor” as defined in Regulation D under the Securities
            Act.


            
             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Stock Fully Paid; Reservation and Listing of Shares;
                            Covenants.

                        


            


             


            
            (a)       
            Stock Fully Paid. The Issuer represents,
            warrants, covenants and agrees that all shares of Warrant Stock which may be issued
            upon the exercise of this Warrant or otherwise hereunder will, when issued in
            accordance with the terms of this Warrant, be duly authorized, validly issued, fully
            paid and nonassessable and free from all taxes, liens and charges created by or through
            the Issuer. The Issuer further covenants and agrees that during the period within which
            this Warrant may be exercised, the Issuer will at all times have authorized and
            reserved for the purpose of issuance upon exercise of this Warrant a number of shares
            of Common Stock equal to at least one hundred twenty percent (120%) of the aggregate
            number of shares of Common Stock to provide for the exercise of this
            Warrant.


             


            
            (b)       
            Reservation. If any shares of Common Stock
            required to be reserved for issuance upon exercise of this Warrant or as otherwise
            provided hereunder require registration or qualification with any governmental
            authority under any federal or state law before such shares may be so issued, the
            Issuer will in good faith use its best efforts as expeditiously as possible at its
            expense to cause such shares to be duly registered or qualified. If


            
             


            
            -112-


             

            
            

            

             

            

            

            

            the
            Issuer shall list any shares of Common Stock on any securities exchange or market it
            will, at its expense, list thereon, maintain and increase when necessary such listing,
            of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant
            or as otherwise provided hereunder (provided that such Warrant Stock has been
            registered pursuant to a registration statement under the Securities Act then in
            effect), and, to the extent permissible under the applicable securities exchange rules,
            all unissued shares of Warrant Stock which are at any time issuable hereunder, so long
            as any shares of Common Stock shall be so listed. The Issuer will also so list on each
            securities exchange or market, and will maintain such listing of, any other securities
            which the Holder of this Warrant shall be entitled to receive upon the exercise of this
            Warrant if at the time any securities of the same class shall be listed on such
            securities exchange or market by the Issuer.


             


            
            (c)       
            Covenants. The Issuer shall not by any
            action including, without limitation, amending the Certificate of Incorporation or the
            by-laws of the Issuer, or through any reorganization, transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities or any other action,
            avoid or seek to avoid the observance or performance of any of the terms of this
            Warrant, but will at all times in good faith assist in the carrying out of all such
            terms and in the taking of all such actions as may be necessary or appropriate to
            protect the rights of the Holder hereof against dilution (to the extent specifically
            provided herein) or impairment. Without limiting the generality of the foregoing, the
            Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the
            then effective Warrant Price, (ii) not amend or modify any provision of the Certificate
            of Incorporation or by-laws of the Issuer in any manner that would adversely affect the
            rights of the Holders of the Warrants, (iii) take all such action as may be reasonably
            necessary in order that the Issuer may validly and legally issue fully paid and
            nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances
            and restrictions (other than as provided herein) upon the exercise of this Warrant, and
            (iv) use its best efforts to obtain all such authorizations, exemptions or consents
            from any public regulatory body having jurisdiction thereof as may be reasonably
            necessary to enable the Issuer to perform its obligations under this
            Warrant.


            
             


            
            (d)       
            Loss, Theft, Destruction of Warrants. Upon
            receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
            destruction or mutilation of any Warrant and, in the case of any such loss, theft or
            destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in
            the case of any such mutilation, upon surrender and cancellation of such Warrant, the
            Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
            Warrant, a new Warrant of like tenor and representing the right to purchase the same
            number of shares of Common Stock.


            
             


            
            4.         
            Adjustment of Warrant Price. The price at
            which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall
            be subject to adjustment from time to time as set forth in this Section 4. The Issuer
            shall give the Holder notice of any event described below which requires an adjustment
            pursuant to this Section 4 in accordance with the notice provisions set forth in
            Section 5.


            
             


            
            -113-


            
             


             

            
            

            

             

            

            

            

            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Recapitalization, Reorganization, Reclassification,
                            Consolidation, Merger or Sale.

                        


            


            
             


            
            (i) In case the Issuer after the Original Issue Date shall do any of the
            following (each, a "Triggering
            Event"): (a) consolidate or merge with or into any other
            Person and the Issuer shall not be the continuing or surviving corporation of such
            consolidation or merger, or (b) permit any other Person to consolidate with or merge
            into the Issuer and the Issuer shall be the continuing or surviving Person but, in
            connection with such consolidation or merger, any Capital Stock of the Issuer shall be
            changed into or exchanged for Securities of any other Person or cash or any other
            property, or (c) transfer all or substantially all of its properties or assets to any
            other Person, or (d) effect a capital reorganization or reclassification of its Capital
            Stock, then, and in the case of each such Triggering Event, proper provision shall be
            made so that, upon the basis and the terms and in the manner provided in this Warrant,
            the Holder of this Warrant shall be entitled upon the exercise hereof at any time after
            the consummation of such Triggering Event, to the extent this Warrant is not exercised
            prior to such Triggering Event, to receive at the Warrant Price in effect at the time
            immediately prior to the consummation of such Triggering Event in lieu of the Common
            Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the
            Securities, cash and property to which such Holder would have been entitled upon the
            consummation of such Triggering Event if such Holder had exercised the rights
            represented by this Warrant immediately prior thereto (including the right of a
            shareholder to elect the type of consideration it will receive upon a Triggering
            Event), subject to adjustments (subsequent to such corporate action) as nearly
            equivalent as possible to the adjustments provided for elsewhere in this Section 4.
            Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if
            the surviving entity pursuant to any such Triggering Event is a public company that is
            registered pursuant to the Securities Exchange Act of 1934, as amended, and its common
            stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the
            event that the surviving entity pursuant to any such Triggering Event is not a public
            company that is registered pursuant to the Securities Exchange Act of 1934, as amended,
            or its common stock is not listed or quoted on a national exchange or the OTC Bulletin
            Board, then the Holder shall have the right to demand that the Issuer pay to the Holder
            an amount equal to the value of this Warrant according to the Black-Scholes
            formula.


             


            
            (ii)       Notwithstanding anything
            contained in this Warrant to the contrary and so long as the surviving entity pursuant
            to any Triggering Event is a public company that is registered pursuant to the
            Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted
            on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be
            deemed to have occurred if, prior to the consummation thereof, each Person (other than
            the Issuer) which may be required to deliver any Securities, cash or property upon the
            exercise of this Warrant as provided herein shall assume, by written instrument
            delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
            obligations of the Issuer under this Warrant (and if the Issuer shall survive the
            consummation of such Triggering Event, such assumption shall be in addition to, and
            shall not release the Issuer from, any continuing obligations of the Issuer under this
            Warrant) and (B) the obligation to deliver to such Holder such Securities,
            cash or  property as, in accordance  with the  foregoing 
            provisions  of this sub-


            
             


            
            -114-


            
             


            

            
            

            

            

            

            


            

            

            
            section (a), such Holder shall be entitled to receive, and such Person
            shall have similarly delivered to such Holder an opinion of counsel for such Person,
            which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a
            written acknowledgement executed by the President or Chief Financial Officer of the
            Issuer, stating that this Warrant shall thereafter continue in full force and effect
            and the terms hereof (including, without limitation, all of the provisions of this
            subsection (a)) shall be applicable to the Securities, cash or property which such
            Person may be required to deliver upon any exercise of this Warrant or the exercise of
            any rights pursuant hereto.


             


            
            (b)       
            Stock Dividends, Subdivisions and
            Combinations. If at any time the Issuer shall:


             


            
            (i)        make or issue or set
            a record date for the holders of the Common Stock for the purpose of entitling them to
            receive a dividend payable in, or other distribution of, shares of Common
            Stock,


             


            
            (ii)       subdivide its outstanding
            shares of Common Stock into a larger number of shares of Common Stock, or


             


            
            (iii)      combine its outstanding shares of
            Common Stock into a smaller number of shares of Common Stock,


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable
            immediately after the occurrence of any such event shall be adjusted to equal the
            number of shares of Common Stock which a record holder of the same number of shares of
            Common Stock for which this Warrant is exercisable immediately prior to the occurrence
            of such event would own or be entitled to receive after the happening of such event,
            and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant
            Price then in effect multiplied by the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to the adjustment divided by (B) the number of
            shares of Common Stock for which this Warrant is exercisable immediately after such
            adjustment.


             


            
            (c)       
            Certain Other Distributions. If at any time
            the Issuer shall make or issue or set a record date for the holders of the Common Stock
            for the purpose of entitling them to receive any dividend or other distribution
            of:


             


            
            (i)        cash (other than a
            cash dividend payable out of earnings or earned surplus legally available for the
            payment of dividends under the laws of the jurisdiction of incorporation of the
            Issuer),


             


            
            (ii)       any evidences of its
            indebtedness, any shares of stock of any class or any other securities or property of
            any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares
            of Common Stock), or


            
             


            
            (iii)      any warrants or other rights to
            subscribe for or purchase any evidences of its indebtedness, any shares of stock of any
            class or any other securities or property of any nature whatsoever
            (other than cash, Common Stock Equivalents or Additional Shares of Common
            Stock),


            
             


            -115-


            
             


             

            
            

            

             

            

            


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
            adjusted to equal the product of the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to such adjustment multiplied by a fraction
            (A) the numerator of which shall be the Per Share Market Value of Common Stock at the
            date of taking such record and (B) the denominator of which shall be such Per Share
            Market Value minus the amount allocable to one share of Common Stock of any such cash
            so distributable and of the fair value (as determined in good faith by the Board of
            Directors of the Issuer and supported by an opinion from an investment banking firm of
            recognized national standing acceptable to (but not affiliated with) the Holder) of any
            and all such evidences of indebtedness, shares of stock, other securities or property
            or warrants or other subscription or purchase rights so distributable, and (2) the
            Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in
            effect multiplied by the number of shares of Common Stock for which this Warrant is
            exercisable immediately prior to the adjustment divided by (B) the number of shares of
            Common Stock for which this Warrant is exercisable immediately after such adjustment. A
            reclassification of the Common Stock (other than a change in par value, or from par
            value to no par value or from no par value to par value) into shares of Common Stock
            and shares of any other class of stock shall be deemed a distribution by the Issuer to
            the holders of its Common Stock of such shares of such other class of stock within the
            meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be
            changed into a larger or smaller number of shares of Common Stock as a part of such
            reclassification, such change shall be deemed a subdivision or combination, as the case
            may be, of the outstanding shares of Common Stock within the meaning of Section
            4(b).                   


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Issuance of Additional Shares of Common
                            Stock. n/a

                        


            


             


            
                	
                            
                             

                        	
                            
                            (k)

                        	
                            
                            Issuance of Common Stock
                            Equivalents. n/a

                        


            


             


            
            (l)         
            Superseding Adjustment. If, at any time
            after any adjustment of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect shall have been made pursuant to
            Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such
            Common Stock Equivalents, or the right of conversion or exchange in such Common Stock
            Equivalents, shall expire, and all or a portion of such or the right of conversion or
            exchange with respect to all or a portion of such Common Stock Equivalents, as the case
            may be, shall not have been exercised, or (ii) the consideration per share for which
            shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be
            increased, then such previous adjustment shall be rescinded and annulled and the
            Additional Shares of Common Stock which were deemed to have been issued by virtue of
            the computation made in connection with the adjustment so rescinded and annulled shall
            no longer be deemed to have been issued by virtue of such computation. Upon the
            occurrence of an event set forth in this Section 4(f), there shall be a recomputation
            made of the effect of such Common Stock Equivalents on the basis of: (i) treating the
            number of Additional Shares of Common Stock theretofore actually issued or issuable
            pursuant to the previous exercise of Common Stock Equivalents or any such right of
            conversion or exchange, as having been issued on the  date or dates  of any
             such exercise and for


            
             


            
            -116-


             


             

            
            

            

             

            

            

            

            the
            consideration actually received and receivable therefor, and (ii) treating any such
            Common Stock Equivalents which then remain outstanding as having been granted or issued
            immediately after the time of such increase of the consideration per share for which
            Additional Shares of Common Stock are issuable under such Common Stock Equivalents;
            whereupon a new adjustment of the number of shares of Common Stock for which this
            Warrant is exercisable and the Warrant Price then in effect shall be made, which new
            adjustment shall supersede the previous adjustment so rescinded and
            annulled.


             


            
            (h)       
            Other Provisions applicable to Adjustments under this
            Section. The following provisions shall be applicable to the
            making of adjustments of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect provided for in this Section
            4:


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Computation of
                            Consideration. n/a

                        


            


             


            
            (ii)       
            When Adjustments to Be Made. The
            adjustments required by this Section 4 shall be made whenever and as often as any
            specified event requiring an adjustment shall occur, except that any adjustment of the
            number of shares of Common Stock for which this Warrant is exercisable that would
            otherwise be required may be postponed (except in the case of a subdivision or
            combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but
            not beyond the date of exercise if such adjustment either by itself or with other
            adjustments not previously made adds or subtracts less than one percent (1%) of the
            shares of Common Stock for which this Warrant is exercisable immediately prior to the
            making of such adjustment. Any adjustment representing a change of less than such
            minimum amount (except as aforesaid) which is postponed shall be carried forward and
            made as soon as such adjustment, together with other adjustments required by this
            Section 4 and not previously made, would result in a minimum adjustment or on the date
            of exercise. For the purpose of any adjustment, any specified event shall be deemed to
            have occurred at the close of business on the date of its occurrence.


             


            
            (iii)      
            Fractional Interests. In computing
            adjustments under this Section 4, fractional interests in Common Stock shall be taken
            into account to the nearest one one-hundredth (1/100th) of a
            share.


             


            
            (iv)       When
            Adjustment Not Required. If the Issuer shall take a record of
            the holders of its Common Stock for the purpose of entitling them to receive a dividend
            or distribution or subscription or purchase rights and shall, thereafter and before the
            distribution to stockholders thereof, legally abandon its plan to pay or deliver such
            dividend, distribution, subscription or purchase rights, then thereafter no adjustment
            shall be required by reason of the taking of such record and any such adjustment
            previously made in respect thereof shall be rescinded and annulled.


            
             


            
            (i)        
            Form of Warrant after Adjustments. The form
            of this Warrant need not be changed because of any adjustments in the Warrant Price or
            the number and kind of Securities purchasable upon the exercise of this
            Warrant.


            
             


            
            -117-


            
             


             

            
            

            

             

            

            

            

            
            (j)        
            Escrow of Warrant Stock. If after any
            property becomes distributable pursuant to this Section 4 by reason of the taking of
            any record of the holders of Common Stock, but prior to the occurrence of the event for
            which such record is taken, and the Holder exercises this Warrant, any shares of Common
            Stock issuable upon exercise by reason of such adjustment shall be deemed the last
            shares of Common Stock for which this Warrant is exercised (notwithstanding any other
            provision to the contrary herein) and such shares or other property shall be held in
            escrow for the Holder by the Issuer to be issued to the Holder upon and to the extent
            that the event actually takes place, upon payment of the current Warrant Price.
            Notwithstanding any other provision to the contrary herein, if the event for which such
            record was taken fails to occur or is rescinded, then such escrowed shares shall be
            cancelled by the Issuer and escrowed property returned.


             


            
            5.         
            Notice of Adjustments. Whenever the Warrant
            Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for
            purposes of this Section 5, each an
            "adjustment"), the Issuer shall
            prepare and execute a certificate setting forth, in reasonable detail, the event
            requiring the adjustment, the amount of the adjustment, the method by which such
            adjustment was calculated (including a description of the basis on which the Board made
            any determination hereunder), and the Warrant Price and Warrant Share Number after
            giving effect to such adjustment, and shall cause copies of such certificate to be
            delivered to the Holder of this Warrant promptly after each adjustment. Any dispute
            between the Issuer and the Holder of this Warrant with respect to the matters set forth
            in such certificate may at the option of the Holder of this Warrant be submitted to a
            national or regional accounting firm reasonably acceptable to the Issuer and the
            Holder, provided that the Issuer
            shall have ten (10) days after receipt of notice from such Holder of its selection of
            such firm to object thereto, in which case such Holder shall select another such firm
            and the Issuer shall have no such right of objection. The firm selected by the Holder
            of this Warrant as provided in the preceding sentence shall be instructed to deliver a
            written opinion as to such matters to the Issuer and such Holder within thirty (30)
            days after submission to it of such dispute. Such opinion shall be final and binding on
            the parties hereto. The costs and expenses of the initial accounting firm shall be paid
            equally by the Issuer and the Holder and, in the case of an objection by the Issuer,
            the costs and expenses of the subsequent accounting firm shall be paid in full by the
            Issuer.


             


            
            6.         
            Fractional Shares. No fractional shares of
            Warrant Stock will be issued in connection with any exercise hereof, but in lieu of
            such fractional shares, the Issuer shall round the number of shares to be issued upon
            exercise up to the nearest whole number of shares.


            
             


            
            7.         
            Ownership Cap and Certain Exercise Restrictions.
            (a) Notwithstanding anything to the contrary set forth in this Warrant,
            at no time may a Holder of this Warrant exercise this Warrant if the number of shares
            of Common Stock to be issued pursuant to such exercise would exceed, when aggregated
            with all other shares of Common Stock owned by such Holder at such time, the number of
            shares of Common Stock which would result in such Holder beneficially owning (as
            determined in accordance with Section 13(d) of the Exchange Act and the rules
            thereunder) in excess of 4.9% of the then issued and outstanding shares of Common
            Stock; provided,
            however, that upon a holder of this Warrant
            providing the Issuer with sixty-one (61) days notice (pursuant to Section  12
            hereof) (the  "Waiver
            Notice")  that such Holder  would like  to
            waive this Section 7(a) with  regard to


            
             


            
            -118- 


             

            
            

            

             

            

            

            

            any
            or all shares of Common Stock issuable upon exerciseof this Warrant, this Section 7(a)
            will be of no force or effect with regard to all or a portion of the Warrant referenced
            in the Waiver Notice;
            provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


             


            
            (b)       The Holder may not exercise
            the Warrant hereunder to the extent such exercise would result in the Holder
            beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act
            and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares
            of Common Stock, including shares issuable upon exercise of the Warrant held by the
            Holder after application of this Section;
            provided,
            however, that upon a holder of this Warrant
            providing the Issuer with a Waiver Notice that such holder would like to waive this
            Section 7(b) with regard to any or all shares of Common Stock issuable upon exercise of
            this Warrant, this Section 7(b) shall be of no force or effect with regard to those
            shares of Warrant Stock referenced in the Waiver Notice;
            provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


             


            
            8.         
            Definitions. For the purposes of this
            Warrant, the following terms have the following meanings:


            
             


            
            -119-


             


            


            

            
            

            

             

            

            


            
            “Board" shall
            mean the Board of Directors of the Issuer.


             


            
            "Capital Stock" means
            and includes (i) any and all shares, interests, participations or other equivalents of
            or interests in (however designated) corporate stock, including, without limitation,
            shares of preferred or preference stock, (ii) all partnership interests (whether
            general or limited) in any Person which is a partnership, (iii) all membership
            interests or limited liability company interests in any limited liability company, and
            (iv) all equity or ownership interests in any Person of any other type.


             


            
            "Certificate of
            Incorporation" means the Certificate of Incorporation of the
            Issuer as in effect on the Original Issue Date, and as hereafter from time to time
            amended, modified, supplemented or restated in accordance with the terms hereof and
            thereof and pursuant to applicable law.


            
             


            
            "Common Stock" means
            the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock
            into which such stock may hereafter be changed.


             


            
            "Common Stock
            Equivalent" means any Convertible Security or warrant, option
            or other right to subscribe for or purchase any Additional Shares of Common Stock or
            any Convertible Security.


             


            
            "Convertible
            Securities" means evidences of Indebtedness, shares of
            Capital Stock or other Securities which are or may be at any time convertible into or
            exchangeable for Additional Shares of Common Stock. The term "Convertible Security"
            means one of the Convertible Securities.


            
             


            
            "Governmental
            Authority" means any governmental, regulatory or
            self-regulatory entity, department, body, official, authority, commission, board,
            agency or instrumentality, whether federal, state or local, and whether domestic or
            foreign.


             


            
            "Holders" mean the
            Persons who shall from time to time own any Warrant. The term "Holder" means one of the
            Holders.


             


            
            "Independent
            Appraiser" means a nationally recognized or major regional
            investment banking firm or firm of independent certified public accountants of
            recognized standing (which may be the firm that regularly examines the financial
            statements of the Issuer) that is regularly engaged in the business of appraising the
            Capital Stock or assets of corporations or other entities as going concerns, and which
            is not affiliated with either the Issuer or the Holder of any Warrant.


             


            
            "Issuer" means
            FinancialContent, Inc., a Delaware corporation, and its successors.


             


            
            "Majority Holders"
            means at any time the Holders of Warrants exercisable for a majority of the shares of
            Warrant Stock issuable under the Warrants at the time outstanding.


            
             


            
            -120-


             


             

            
            

            

             

            

            

            

             


            
            “Notes”
            means the senior secured convertible promissory notesissued by the Issuer to the
            Purchasers pursuant to the Purchase Agreement.


            
             


            
            "Original Issue Date"
            means March 31, 2006.


             


            
                	
                            
                             

                        	
                            
                            "OTC Bulletin
                            Board" means the over-the-counter electronic
                            bulletin board.

                        


            


             


            
            "Other Common" means
            any other Capital Stock of the Issuer of any class which shall be authorized at any
            time after the date of this Warrant (other than Common Stock) and which shall have the
            right to participate in the distribution of earnings and assets of the Issuer without
            limitation as to amount.


            
             


            
            “Outstanding Common
            Stock” means, at any given time, the aggregate amount
            of outstanding shares of Common Stock, assuming full exercise, conversion or exchange
            (as applicable) of all options, warrants and other Securities which are convertible
            into or exercisable or exchangeable for, and any right to subscribe for, shares of
            Common Stock that are outstanding at such time.


            
             


            
            "Person" means an
            individual, corporation, limited liability company, partnership, joint stock company,
            trust, unincorporated organization, joint venture, Governmental Authority or other
            entity of whatever nature.


             


            
            "Per Share Market
            Value" means on any particular date (a) the last closing bid
            price per share of the Common Stock on such date on the OTC Bulletin Board or another
            registered national stock exchange on which the Common Stock is then listed, or if
            there is no such price on such date, then the closing bid price on such exchange or
            quotation system on the date nearest preceding such date, or (b) if the Common Stock is
            not listed then on the OTC Bulletin Board or any registered national stock exchange,
            the last closing bid price for a share of Common Stock in the over-the-counter market,
            as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated
            or similar organization or agency succeeding to its functions of reporting prices) at
            the close of business on such date, or (c) if the Common Stock is not then reported by
            the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
            organization or agency succeeding to its functions of reporting prices), then the
            average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of
            determination, or (d) if the Common Stock is not then publicly traded the fair market
            value of a share of Common Stock as determined by an Independent Appraiser selected in
            good faith by the Majority Holders;
            provided,
            however, that the Issuer, after receipt of
            the determination by such Independent Appraiser, shall have the right to select an
            additional Independent Appraiser, in which case, the fair market value shall be equal
            to the average of the determinations by each such Independent Appraiser; and
            provided,
            further that all determinations of the Per
            Share Market Value shall be appropriately adjusted for any stock dividends, stock
            splits or other similar transactions during such period. The determination of fair
            market value by an Independent Appraiser shall be based upon the fair market value of
            the Issuer determined on a going concern basis as between a  willing  buyer
            and


            
             


            
            -121-


            
             


             

            
            

            

             

            

            

            

            
            a willing seller and taking into account all relevant factors
            determinative of value, and shall be final and binding on all parties. In determining
            the fair market value of any shares of Common Stock, no consideration shall be given to
            any restrictions on transfer of the Common Stock imposed by agreement or by federal or
            state securities laws, or to the existence or absence of, or any limitations on, voting
            rights.


            
             


            
            "Purchase Agreement"
            means the Note and Warrant Purchase Agreement dated as of February 13, 2006, among the
            Issuer and the Purchasers.


            
             


            
            "Purchasers" means
            the purchasers of the Notesand the Warrants issued by the Issuer pursuant to the
            Purchase Agreement.


            
             


            
            "Securities" means
            any debt or equity securities of the Issuer, whether now or hereafter authorized, any
            instrument convertible into or exchangeable for Securities or a Security, and any
            option, warrant or other right to purchase or acquire any Security. "Security" means
            one of the Securities.


             


            
            "Securities Act"
            means the Securities Act of 1933, as amended, or any similar federal statute then in
            effect.


             


            
            "Subsidiary" means
            any corporation at least 50% of whose outstanding Voting Stock shall at the time be
            owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by
            the Issuer and one or more of its Subsidiaries.


             


            
            "Term" has the
            meaning specified in Section 1 hereof.


            
             


            
            "Trading Day" means
            (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the
            Common Stock is not traded on the OTC Bulletin Board, a day on which the Common Stock
            is quoted in the over-the-counter market as reported by the National Quotation Bureau
            Incorporated (or any similar organization or agency succeeding its functions of
            reporting prices); provided,
            however, that in the event that the Common
            Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
            mean any day except Saturday, Sunday and any day which shall be a legal holiday or a
            day on which banking institutions in the State of New York are authorized or required
            by law or other government action to close.


             


            
            "Voting Stock" means,
            as applied to the Capital Stock of any corporation, Capital Stock of any class or
            classes (however designated) having ordinary voting power for the election of a
            majority of the members of the Board of Directors (or other governing body) of such
            corporation, other than Capital Stock having such power only by reason of the happening
            of a contingency.


             


            
            "Warrants" means the
            Warrants issued and sold pursuant to the Purchase Agreement, including, without
            limitation, this Warrant, and any other warrants of like tenor issued in substitution
            or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
            hereof or of any of such other Warrants.


            
             


            
            -122-


             


             

            
            

            

             

            

            

            

             


            
            "Warrant Price"
            initially means $0.75, as such price may be adjusted from time to time as shall result
            from the adjustments specified in this Warrant, including Section 4 hereto.


             


            
            "Warrant Share
            Number" means at any time the aggregate number of shares of
            Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
            giving effect to all prior adjustments and increases to such number made or required to
            be made under the terms hereof.


             


            
            "Warrant Stock" means
            Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable
            pursuant to any Warrant or Warrants.


             


            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            Other Notices. In case at
                            any time:

                        


            


             


            
                	
                            
                             

                        	
                            
                            (A)

                        	
                            
                            the Issuer shall make any distributions to the holders
                            of Common Stock; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (B)

                        	
                            
                            the Issuer shall authorize the granting to all holders
                            of its Common Stock of rights to subscribe for or purchase any shares
                            of Capital Stock of any class or other rights; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (C)

                        	
                            
                            there shall be any reclassification of the Capital Stock
                            of the Issuer; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (D)

                        	
                            
                            there shall be any capital reorganization by the Issuer;
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (E)

                        	
                            
                            there shall be any (i) consolidation or merger involving
                            the Issuer or (ii) sale, transfer or other disposition of all or
                            substantially all of the Issuer's property, assets or business (except
                            a merger or other reorganization in which the Issuer shall be the
                            surviving corporation and its shares of Capital Stock shall continue to
                            be outstanding and unchanged and except a consolidation, merger, sale,
                            transfer or other disposition involving a wholly-owned Subsidiary);
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (F)

                        	
                            
                            there shall be a voluntary or involuntary dissolution,
                            liquidation or winding-up of the Issuer or any partial liquidation of
                            the Issuer or distribution to holders of Common Stock;

                        


            


             


            
            then, in each of such cases, the Issuer shall give written notice to the
            Holder of the date on which (i) the books of the Issuer shall close or a record shall
            be taken for such dividend, distribution or subscription rights or (ii) such
            reorganization, reclassification, consolidation, merger, disposition, dissolution,
            liquidation or winding-up, as the case  may be,  shall take  place. Such
            notice also shall specify the date as of which the holders of Common


             


            
            -123-


             

            
            

            

             


             

            

            

            

            
            Stock of record shall participate insuch dividend, distribution or
            subscription rights, or shall be entitled to exchange their certificates for Common
            Stock for securities or other property deliverable upon such reorganization,
            reclassification, consolidation, merger, disposition, dissolution, liquidation or
            winding-up, as the case may be. Such notice shall be given at least twenty (20) days
            prior to the action in question and not less than ten (10) days prior to the record
            date or the date on which the Issuer's transfer books are closed in respect thereto.
            This Warrant entitles the Holder to receive copies of all financial and other
            information distributed or required to be distributed to the holders of the Common
            Stock.


             


            
            10.       
            Amendment and Waiver. Any term, covenant,
            agreement or condition in this Warrant may be amended, or compliance therewith may be
            waived (either generally or in a particular instance and either retroactively or
            prospectively), by a written instrument or written instruments executed by the Issuer
            and the Majority Holders;
            provided,
            however, that no such amendment or waiver
            shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period
            during which this Warrant may be exercised or modify any provision of this Section 10
            without the consent of the Holder of this Warrant. No consideration shall be offered or
            paid to any person to amend or consent to a waiver or modification of any provision of
            this Warrant unless the same consideration is also offered to all holders of the
            Warrants.


             


            
            11.       
            Governing Law; Jurisdiction. This Warrant
            shall be governed by and construed in accordance with the internal laws of the State of
            New York, without giving effect to any of the conflicts of law principles which would
            result in the application of the substantive law of another jurisdiction. This Warrant
            shall not be interpreted or construed with any presumption against the party causing
            this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute
            arising under this Warrant will lie exclusively in the state or federal courts located
            in New York County, New York, and the parties irrevocably waive any right to
            raise forum non conveniens or any
            other argument that New York is not the proper venue. The Issuer and the Holder
            irrevocably consent to personal jurisdiction in the state and federal courts of the
            state of New York. The Issuer and the Holder consent to process being served in any
            such suit, action or proceeding by mailing a copy thereof to such party at the address
            in effect for notices to it under this Warrant and agrees that such service shall
            constitute good and sufficient service of process and notice thereof. Nothing in this
            Section 11 shall affect or limit any right to serve process in any other manner
            permitted by law. The Issuer and the Holder hereby agree that the prevailing party in
            any suit, action or proceeding arising out of or relating to this Warrant or the
            Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from
            the non-prevailing party. The parties hereby waive all rights to a trial by
            jury.


            
             


            
            -124-


             


             

            
            

            

             

            

            

            

            
            12.
            Notices.  Any notice, demand,
            request, waiver or other communication required or permitted to be given hereunder
            shall be in writing and shall be effective (a) upon hand delivery by telecopy or
            facsimile at the address or number designated below (if delivered on a business day
            during normal business hours where such notice is to be received), or the first
            business day following such delivery (if delivered other than on a business day during
            normal business hours where such notice is to be received) or (b) on the second
            business day following the date of mailing by express courier service, fully prepaid,
            addressed to such address, or upon actual receipt of such mailing, whichever shall
            first occur. The addresses for such communications shall be:


            
                	
                            
                            If to the Issuer:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
            101 Lincoln Centre Drive, Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
            Attention: Chief Executive Officer


            
                	
                            
                             

                        	
                            
                            Tel. No.: (650) 286-9702

                        


            


            
            Fax No.: (650) 745-2677


             


            
                	
                            
                            If to any Holder:

                        	
                            
                            At the address of such Holder set forth on
                            Exhibit A to this
                            Agreement, with copies to Holder’s counsel as set forth on
                            Exhibit A or as specified
                            in writing by such Holder with copies to:

                        


            


            
             


            with
            copies (which copies


            shall
            not constitute notice)


            
                	
                            
                            to:

                        	
                            
                            Kramer Levin Naftalis & Frankel LLP

                        


            


            
            1177 Avenue of the Americas


            
            New York, New York 10036


            
            Attention: Christopher S. Auguste


            
            Tel. No.: (212) 715-9100


            
            Fax No.: (212) 715-8000


            
             


            
            Any party hereto may from time to time change its address for notices by
            giving written notice of such changed address to the other party hereto.


            
            13.       
            Warrant Agent. The Issuer may, by written
            notice to each Holder of this Warrant, appoint an agent having an office in New York,
            New York for the purpose of issuing shares of Warrant Stock on the exercise of this
            Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
            pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
            subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
            issuance, exchange or replacement, as the case may be, shall be made at such office by
            such agent.


             


            
            14.       
            Remedies. The Issuer stipulates that the
            remedies at law of the Holder of this Warrant in the event of any default or threatened
            default by the Issuer in the performance of or compliance with any of the terms of this
            Warrant are not and will not be adequate and that, to the fullest extent permitted by
            law, such terms may be specifically enforced by a decree for the specific performance
            of any agreement contained herein or by an injunction against a violation of any of the
            terms hereof or otherwise.


            
             


            
            -125-


             


             

            
            

            

             

            

            

            

             


            
            15.       
            Successors and Assigns. This Warrant and
            the rights evidenced hereby shall inure to the benefit of and be binding upon the
            successors and assigns of the Issuer, the Holder hereof and (to the extent provided
            herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable
            by any such Holder or Holder of Warrant Stock.


             


            
            16.       
            Modification and Severability. If, in any
            action before any court or agency legally empowered to enforce any provision contained
            herein, any provision hereof is found to be unenforceable, then such provision shall be
            deemed modified to the extent necessary to make it enforceable by such court or agency.
            If any such provision is not enforceable as set forth in the preceding sentence, the
            unenforceability of such provision shall not affect the other provisions of this
            Warrant, but this Warrant shall be construed as if such unenforceable provision had
            never been contained herein.


             


            
            17.       
            Headings. The headings of the Sections of
            this Warrant are for convenience of reference only and shall not, for any purpose, be
            deemed a part of this Warrant.


            
             


            
            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


             


            
            -126-


            
             

            
            

            

             

            

            

            

            


            
            IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of
            the day and year first above written.


             


            
                	
                            
                             

                        	
                            
                            FINANCIALCONTENT, INC.

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            By:__________________________________

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        


            


            
                 
            


            
                 
            


            
                 
            


            
                -127-
            


             


             


             

            
            

            

             

            

            

            

            
            EXERCISE FORM


            
            SERIES A WARRANT


             


            
            FINANCIALCONTENT, INC.


             


            The
            undersigned _______________, pursuant to the provisions of the within Warrant, hereby
            elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by
            the within Warrant.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


            
             


            
            Number of shares of Common Stock beneficially owned or deemed
            beneficially owned by the Holder on the date of Exercise:
            _________________________


             


            
            ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the within Warrant and all rights evidenced thereby and does
            irrevocably constitute and appoint _____________, attorney, to transfer the said
            Warrant on the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            
            PARTIAL ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the right to purchase _________ shares of Warrant Stock evidenced by
            the within Warrant together with all rights therein, and does irrevocably constitute
            and appoint ___________________, attorney, to transfer that part of the said Warrant on
            the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            FOR
            USE BY THE ISSUER ONLY:


             


            
            -128-


             

            
            

            

             

            

            

            

            This
            Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of ___________,
            _____, shares of Common Stock issued therefor in the name of _______________, Warrant
            No. W-_____ issued for ____ shares of Common Stock in the name of
            _______________.


             


             


             


             


             


             


             


             


            
            -129-


             


             

            
            

            

             

            

            

            

            
            EXHIBIT C-5


             


            
            SERIES B WARRANT ISSUED MARCH 31, 2006


             


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            -130-


             

            
            

            

             


            THIS
            WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
            STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
            REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE
            ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
            THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
            OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


             


            
            SERIES B WARRANT TO PURCHASE


             


            
            SHARES OF COMMON STOCK


             


            
            OF


             


            
            FINANCIALCONTENT, INC.


             


            
            Expires March 31, 2011


             


            
                	
                            
                            No.: W-B-06- __

                        	
                            
                            Number of Shares: 116,667

                        


            


            Date
            of Issuance: March 31, 2006


             


            
            FOR VALUE RECEIVED, the undersigned, FinancialContent, Inc., a Delaware
            corporation (together with its successors and assigns, the
            "Issuer"), hereby certifies that
            Jade Special Strategy, LLC or its registered assigns is entitled to subscribe for and
            purchase, during the Term (as hereinafter defined), up to one hundred sixteen thousand
            six hundred sixty seven (116,667) shares (subject to adjustment as hereinafter
            provided) of the duly authorized, validly issued, fully paid and non-assessable Common
            Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in
            effect, subject, however, to the provisions and upon the terms and conditions
            hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined
            herein shall have the respective meanings specified in Section 8 hereof.


             


            
            1.         
            Term. The term of this Warrant shall
            commence on March 31, 2006 and shall expire at 6:00 p.m., eastern time, on March 31,
            2011 (such period being the
            "Term").


            
             


            
                	
                            
                             

                        	
                            
                            6.

                        	
                            
                            Method of Exercise; Payment; Issuance of New Warrant;
                            Transfer and Exchange.

                        


            


            
             


            
            (a)       
            Time of Exercise. The purchase rights
            represented by this Warrant may be exercised in whole or in part during the
            Term.


             


            
            (b)       
            Method of Exercise. The Holder hereof may
            exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the
            exercise form attached hereto duly executed) at the principal office of the Issuer, and
            by the payment to the Issuer of an amount of consideration therefor equal to the
            Warrant Price in effect on the date of such exercise multiplied by the number of shares
            of Warrant Stock with respect to which this Warrant is then being exercised, payable at
            such Holder's election (i) by certified or official bank check or by wire transfer to
            an account designated by the Issuer, (ii) by "cashless exercise" in accordance with the
            provisions of  subsection (c)  of this Section 2, but only  when a
            registration  statement under the Securities Act


            
             


            
            -131-


             

            
            

            

             

            

            

            

            
            providing for the resale of the Warrant Stock is not then in effect, or
            (iii) by a combination of the foregoing methods of payment selected by the Holder of
            this Warrant.


            
             


            
            (c)       
            Cashless Exercise. Notwithstanding any
            provisions herein to the contrary and commencing one (1) year following the Original
            Issue Date if (i) the Per Share Market Value of one share of Common Stock is greater
            than the Warrant Price (at the date of calculation as set forth below) and (ii) a
            registration statement under the Securities Act providing for the resale of the Warrant
            Stock is not then in effect by the date such registration statement is required to be
            effective pursuant to the Registration Rights Agreement (as defined in the Purchase
            Agreement) or not effective at any time during the Effectiveness Period (as defined in
            the Registration Rights Agreement) in accordance with the terms of the Registration
            Rights Agreement, in lieu of exercising this Warrant by payment of cash, the Holder may
            exercise this Warrant by a cashless exercise and shall receive the number of shares of
            Common Stock equal to an amount (as determined below) by surrender of this Warrant at
            the principal office of the Issuer together with the properly endorsed Notice of
            Exercise in which event the Issuer shall issue to the Holder a number of shares of
            Common Stock computed using the following formula:


             


            
                	
                            
                             

                        	
                            
                            X = Y - (A)(Y)

                        


            


            
                	
                            
                             

                        	
                            
                            B

                        


            


             


            
                	
                            
                            Where

                        	
                            
                            X =

                        	
                            
                            the number of shares of Common Stock to be issued to the
                            Holder.

                        


            


             


            
                	
                            
                             

                        	
                            
                            Y =

                        	
                            
                            the number of shares of Common Stock purchasable upon
                            exercise of all of the Warrant or, if only a portion of the Warrant is
                            being exercised, the portion of the Warrant being exercised.

                        


            


             


            
                	
                            
                             

                        	
                            
                            A =

                        	
                            
                            the Warrant Price.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            B =

                        	
                            
                            the Per Share Market Value of one share of Common
                            Stock.

                        


            


            
             


            
            (d)       
            Issuance of Stock Certificates. In the
            event of any exercise of this Warrant in accordance with and subject to the terms and
            conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall
            be delivered to the Holder hereof within a reasonable time, not exceeding three (3)
            Trading Days after such exercise (the “Delivery
            Date”) or, at the request of the Holder (provided that
            a registration statement under the Securities Act providing for the resale of the
            Warrant Stock is then in effect), issued and delivered to the Depository Trust Company
            (“DTC”) account on the
            Holder’s behalf via the Deposit Withdrawal Agent Commission System
            (“DWAC”) within a
            reasonable time, not exceeding three (3) Trading Days after such exercise (provided,
            however that the Issuer or its transfer agent shall only be obligated to issue and
            deliver the shares to the DTC on the Holder’s behalf via DWAC or certificates
            free of restrictive legends if such exercise is in connection with a sale (as evidenced
            by documentation furnished to and reasonably satisfactory to the Issuer) and the
            registration statement providing for the resale of the Warrant Stock is effective, and
            the Holder hereof shall be deemed for all purposes to be the holder of the shares of
            Warrant Stock so purchased as of the date of such exercise and (ii) unless this Warrant
            has expired, a new Warrant representing the number of shares of Warrant Stock, if any,
            with respect to which this Warrant shall not then have been exercised (less any amount
            thereof which shall have been canceled in payment or partial
            payment of the Warrant Price as hereinabove provided) shall also be
            issued to the Holder hereof at the Issuer's expense within such time.


            
             


            
            -132-


            
             

            
            

            

            
             


             


            
            (e)       
            Compensation for Buy-In on Failure to Timely Deliver Certificates
            Upon Exercise. In addition to any other rights available to
            the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a
            certificate or certificates representing the Warrant Stock pursuant to an exercise on
            or before the Delivery Date, and if after such date the Holder is required by its
            broker to purchase (in an open market transaction or otherwise) shares of Common Stock
            to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the
            Holder anticipated receiving upon such exercise (a
            “Buy-In”), then the
            Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s
            total purchase price (including brokerage commissions, if any) for the shares of Common
            Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of
            shares of Warrant Stock that the Issuer was required to deliver to the Holder in
            connection with the exercise at issue times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the option of the
            Holder, either reinstate the portion of the Warrant and equivalent number of shares of
            Warrant Stock for which such exercise was not honored or deliver to the Holder the
            number of shares of Common Stock that would have been issued had the Issuer timely
            complied with its exercise and delivery obligations hereunder. For example, if the
            Holder purchases Common Stock having a total purchase price of $11,000 to cover a
            Buy-In with respect to an attempted exercise of shares of Common Stock with an
            aggregate sale price giving rise to such purchase obligation of $10,000, under clause
            (1) of the immediately preceding sentence the Issuer shall be required to pay the
            Holder $1,000. The Holder shall provide the Issuer written notice indicating the
            amounts payable to the Holder in respect of the Buy-In, together with applicable
            confirmations and other evidence reasonably requested by the Issuer. Nothing herein
            shall limit a Holder’s right to pursue any other remedies available to it
            hereunder, at law or in equity including, without limitation, a decree of specific
            performance and/or injunctive relief with respect to the Issuer’s failure to
            timely deliver certificates representing shares of Common Stock upon exercise of this
            Warrant as required pursuant to the terms hereof.


            
            (f)        
            Transferability of Warrant. Subject to
            Section 2(h) hereof, this Warrant may be transferred by a Holder without the consent of
            the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred
            on the books of the Issuer by the Holder hereof in person or by duly authorized
            attorney, upon surrender of this Warrant at the principal office of the Issuer,
            properly endorsed (by the Holder executing an assignment in the form attached hereto)
            and upon payment of any necessary transfer tax or other governmental charge imposed
            upon such transfer. This Warrant is exchangeable at the principal office of the Issuer
            for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new
            Warrant to represent the right to purchase such number of shares of Warrant Stock as
            the Holder hereof shall designate at the time of such exchange. All Warrants issued on
            transfers or exchanges shall be dated the Original Issue Date and shall be identical
            with this Warrant except as to the number of shares of Warrant Stock issuable pursuant
            thereto.


             


            
            (g)       
            Continuing Rights of Holder. The Issuer
            will, at the time of or at any time after each exercise of this Warrant, upon the
            request of the Holder hereof, acknowledge in writing the extent, if any, of its
            continuing obligation to afford to such Holder all rights to which such Holder shall
            continue to be entitled after such exercise in accordance with the terms of this
            Warrant, provided
            that if any such Holder shall fail to make any such request, the failure
            shall not affect the continuing obligation of the Issuer to afford such rights to such
            Holder.


            
             


            
            -133-


            
             

            
            

            

            
             


            
             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            Compliance with Securities Laws.

                        


            


             


            
            (i)        The Holder of this
            Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant
            Stock to be issued upon exercise hereof are being acquired solely for the Holder's own
            account and not as a nominee for any other party, and for investment, and that the
            Holder will not offer, sell or otherwise dispose of this Warrant or any shares of
            Warrant Stock to be issued upon exercise hereof except pursuant to an effective
            registration statement, or an exemption from registration, under the Securities Act and
            any applicable state securities laws.


             


            
            (ii)       Except as provided in
            paragraph (iii) below, this Warrant and all certificates representing shares of Warrant
            Stock issued upon exercise hereof shall be stamped or imprinted with a legend in
            substantially the following form:


             


            
            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
            OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
            STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
            REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE
            SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
            REQUIRED.


             


            
            (iii)      The Issuer agrees to reissue
            this Warrant or certificates representing any of the Warrant Stock, without the legend
            set forth above if at such time, prior to making any transfer of any such securities,
            the Holder shall give written notice to the Issuer describing the manner and terms of
            such transfer. Such proposed transfer will not be effected until: (a) either (i) the
            Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
            effect that the registration of such securities under the Securities Act is not
            required in connection with such proposed transfer, (ii) a registration statement under
            the Securities Act covering such proposed disposition has been filed by the Issuer with
            the Securities and Exchange Commission and has become effective under the Securities
            Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer
            that such registration and qualification under the Securities Act and state securities
            laws are not required, or (iv) the Holder provides the Issuer with reasonable
            assurances that such security can be sold pursuant to Rule 144 under the Securities
            Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably
            satisfactory to the Issuer, to the effect that registration or qualification under the
            securities


            
             


            
            -134-


            
             

            
            

            

            
             

            

            

            

            
            or "blue sky" laws of any state is not required in connection with
            such proposed disposition, or (ii) compliance with applicable state securities or "blue
            sky" laws has been effected or a valid exemption exists with respect thereto. The
            Issuer will respond to any such notice from a holder within three (3) business days. In
            the case of any proposed transfer under this Section 2(h), the Issuer will use
            reasonable efforts to comply with any such applicable state securities or "blue sky"
            laws, but shall in no event be required, (x) to qualify to do business in any state
            where it is not then qualified, (y) to take any action that would subject it to tax or
            to the general service of process in any state where it is not then subject, or (z) to
            comply with state securities or “blue sky” laws of any state for which
            registration by coordination is unavailable to the Issuer. The restrictions on transfer
            contained in this Section 2(h) shall be in addition to, and not by way of limitation
            of, any other restrictions on transfer contained in any other section of this Warrant.
            Whenever a certificate representing the Warrant Stock is required to be issued to a the
            Holder without a legend, in lieu of delivering physical certificates representing the
            Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC
            Fast Automated Securities Transfer program, the Issuer shall use its reasonable best
            efforts to cause its transfer agent to electronically transmit the Warrant Stock to the
            Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC
            system (to the extent not inconsistent with any provisions of this Warrant or the
            Purchase Agreement).


            
             


            
            (i)        
            Accredited Investor Status. In no event may
            the Holder exercise this Warrant in whole or in part unless the Holder is an
            “accredited investor” as defined in Regulation D under the Securities
            Act.


            
             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Stock Fully Paid; Reservation and Listing of Shares;
                            Covenants.

                        


            


             


            
            (a)       
            Stock Fully Paid. The Issuer represents,
            warrants, covenants and agrees that all shares of Warrant Stock which may be issued
            upon the exercise of this Warrant or otherwise hereunder will, when issued in
            accordance with the terms of this Warrant, be duly authorized, validly issued, fully
            paid and nonassessable and free from all taxes, liens and charges created by or through
            the Issuer. The Issuer further covenants and agrees that during the period within which
            this Warrant may be exercised, the Issuer will at all times have authorized and
            reserved for the purpose of issuance upon exercise of this Warrant a number of shares
            of Common Stock equal to at least one hundred twenty percent (120%) of the aggregate
            number of shares of Common Stock to provide for the exercise of this
            Warrant.


             


            
            (b)       
            Reservation. If any shares of Common Stock
            required to be reserved for issuance upon exercise of this Warrant or as otherwise
            provided hereunder require registration or qualification with any governmental
            authority under any federal or state law before such shares may be so issued, the
            Issuer will in good faith use its best efforts as expeditiously as possible at its
            expense to cause such shares to be duly registered or qualified. If the Issuer shall
            list any shares of Common Stock on any securities exchange or market it will, at its
            expense, list thereon, maintain and increase when necessary such listing, of, all
            shares of Warrant Stock from time to time issued upon exercise of this Warrant or as
            otherwise provided hereunder (provided that such Warrant Stock has been registered
            pursuant to a registration statement under the Securities Act then in effect), and, to
            the extent permissible under the applicable securities exchange rules, all unissued
            shares of Warrant Stock which are at any


            
             


            
            -135-


             

            
            

            

             

            

            

            

            time
            issuable hereunder, so long as any shares of Common Stock shall be so listed. The
            Issuer will also so list on each securities exchange or market, and will maintain such
            listing of, any other securities which the Holder of this Warrant shall be entitled to
            receive upon the exercise of this Warrant if at the time any securities of the same
            class shall be listed on such securities exchange or market by the Issuer.


             


            
            (c)       
            Covenants. The Issuer shall not by any
            action including, without limitation, amending the Certificate of Incorporation or the
            by-laws of the Issuer, or through any reorganization, transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities or any other action,
            avoid or seek to avoid the observance or performance of any of the terms of this
            Warrant, but will at all times in good faith assist in the carrying out of all such
            terms and in the taking of all such actions as may be necessary or appropriate to
            protect the rights of the Holder hereof against dilution (to the extent specifically
            provided herein) or impairment. Without limiting the generality of the foregoing, the
            Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the
            then effective Warrant Price, (ii) not amend or modify any provision of the Certificate
            of Incorporation or by-laws of the Issuer in any manner that would adversely affect the
            rights of the Holders of the Warrants, (iii) take all such action as may be reasonably
            necessary in order that the Issuer may validly and legally issue fully paid and
            nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances
            and restrictions (other than as provided herein) upon the exercise of this Warrant, and
            (iv) use its best efforts to obtain all such authorizations, exemptions or consents
            from any public regulatory body having jurisdiction thereof as may be reasonably
            necessary to enable the Issuer to perform its obligations under this
            Warrant.


            
             


            
            (d)       
            Loss, Theft, Destruction of Warrants. Upon
            receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
            destruction or mutilation of any Warrant and, in the case of any such loss, theft or
            destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in
            the case of any such mutilation, upon surrender and cancellation of such Warrant, the
            Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
            Warrant, a new Warrant of like tenor and representing the right to purchase the same
            number of shares of Common Stock.


            
             


            
            4.         
            Adjustment of Warrant Price. The price at
            which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall
            be subject to adjustment from time to time as set forth in this Section 4. The Issuer
            shall give the Holder notice of any event described below which requires an adjustment
            pursuant to this Section 4 in accordance with the notice provisions set forth in
            Section 5.


            
             


            
            -136-


            
             

            
            

            

             

            

            

            

            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Recapitalization, Reorganization, Reclassification,
                            Consolidation, Merger or Sale.

                        


            


            
             


            
            (i) In case the Issuer after the Original Issue Date shall do any of the
            following (each, a "Triggering
            Event"): (a) consolidate or merge with or into any other
            Person and the Issuer shall not be the continuing or surviving corporation of such
            consolidation or merger, or (b) permit any other Person to consolidate with or merge
            into the Issuer and the Issuer shall be the continuing or surviving Person but, in
            connection with such consolidation or merger, any Capital Stock of the Issuer shall be
            changed into or exchanged for Securities of any other Person or cash or any other
            property, or (c) transfer all or substantially all of its properties or assets to any
            other Person, or (d) effect a capital reorganization or reclassification of its Capital
            Stock, then, and in the case of each such Triggering Event, proper provision shall be
            made so that, upon the basis and the terms and in the manner provided in this Warrant,
            the Holder of this Warrant shall be entitled upon the exercise hereof at any time after
            the consummation of such Triggering Event, to the extent this Warrant is not exercised
            prior to such Triggering Event, to receive at the Warrant Price in effect at the time
            immediately prior to the consummation of such Triggering Event in lieu of the Common
            Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the
            Securities, cash and property to which such Holder would have been entitled upon the
            consummation of such Triggering Event if such Holder had exercised the rights
            represented by this Warrant immediately prior thereto (including the right of a
            shareholder to elect the type of consideration it will receive upon a Triggering
            Event), subject to adjustments (subsequent to such corporate action) as nearly
            equivalent as possible to the adjustments provided for elsewhere in this Section 4.
            Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if
            the surviving entity pursuant to any such Triggering Event is a public company that is
            registered pursuant to the Securities Exchange Act of 1934, as amended, and its common
            stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the
            event that the surviving entity pursuant to any such Triggering Event is not a public
            company that is registered pursuant to the Securities Exchange Act of 1934, as amended,
            or its common stock is not listed or quoted on a national exchange or the OTC Bulletin
            Board, then the Holder shall have the right to demand that the Issuer pay to the Holder
            an amount equal to the value of this Warrant according to the Black-Scholes
            formula.


             


            
            (ii)       Notwithstanding anything
            contained in this Warrant to the contrary and so long as the surviving entity pursuant
            to any Triggering Event is a public company that is registered pursuant to the
            Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted
            on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be
            deemed to have occurred if, prior to the consummation thereof, each Person (other than
            the Issuer) which may be required to deliver any Securities, cash or property upon the
            exercise of this Warrant as provided herein shall assume, by written instrument
            delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
            obligations of the Issuer under this Warrant (and if the Issuer shall survive the
            consummation of such Triggering Event, such assumption shall be in addition to, and
            shall not release the Issuer from, any continuing obligations of the Issuer under this
            Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or
            property as, in accordance with the foregoing provisions of this subsection (a), such
            Holder shall be  entitled  to  receive, and such Person shall have
            similarly delivered


            
             


            
             


            
            -137-

            
            

            

            
             

            

            

            

            
            to such Holder an opinion of counsel for such Person, which counsel
            shall be reasonably satisfactory to such Holder, or in the alternative, a written
            acknowledgement executed by the President or Chief Financial Officer of the Issuer,
            stating that this Warrant shall thereafter continue in full force and effect and the
            terms hereof (including, without limitation, all of the provisions of this subsection
            (a)) shall be applicable to the Securities, cash or property which such Person may be
            required to deliver upon any exercise of this Warrant or the exercise of any rights
            pursuant hereto.


             


            
            (b)       
            Stock Dividends, Subdivisions and
            Combinations. If at any time the Issuer shall:


             


            
            (i)        make or issue or set
            a record date for the holders of the Common Stock for the purpose of entitling them to
            receive a dividend payable in, or other distribution of, shares of Common
            Stock,


             


            
            (ii)       subdivide its outstanding
            shares of Common Stock into a larger number of shares of Common Stock, or


             


            
            (iii)      combine its outstanding shares of
            Common Stock into a smaller number of shares of Common Stock,


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable
            immediately after the occurrence of any such event shall be adjusted to equal the
            number of shares of Common Stock which a record holder of the same number of shares of
            Common Stock for which this Warrant is exercisable immediately prior to the occurrence
            of such event would own or be entitled to receive after the happening of such event,
            and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant
            Price then in effect multiplied by the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to the adjustment divided by (B) the number of
            shares of Common Stock for which this Warrant is exercisable immediately after such
            adjustment.


             


            
            (c)       
            Certain Other Distributions. If at any time
            the Issuer shall make or issue or set a record date for the holders of the Common Stock
            for the purpose of entitling them to receive any dividend or other distribution
            of:


             


            
            (i)        cash (other than a
            cash dividend payable out of earnings or earned surplus legally available for the
            payment of dividends under the laws of the jurisdiction of incorporation of the
            Issuer),


             


            
            (ii)       any evidences of its
            indebtedness, any shares of stock of any class or any other securities or property of
            any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares
            of Common Stock), or


            
             


            
            (iii)      any warrants or other rights to
            subscribe for or purchase any evidences of its indebtedness, any shares of stock of any
            class or any other securities or property of any nature whatsoever (other than cash,
            Common Stock Equivalents or Additional Shares of Common Stock),


            
             


            -138-


             

            

            

            
            

            

             


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
            adjusted to equal the product of the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to such adjustment multiplied by a fraction
            (A) the numerator of which shall be the Per Share Market Value of Common Stock at the
            date of taking such record and (B) the denominator of which shall be such Per Share
            Market Value minus the amount allocable to one share of Common Stock of any such cash
            so distributable and of the fair value (as determined in good faith by the Board of
            Directors of the Issuer and supported by an opinion from an investment banking firm of
            recognized national standing acceptable to (but not affiliated with) the Holder) of any
            and all such evidences of indebtedness, shares of stock, other securities or property
            or warrants or other subscription or purchase rights so distributable, and (2) the
            Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in
            effect multiplied by the number of shares of Common Stock for which this Warrant is
            exercisable immediately prior to the adjustment divided by (B) the number of shares of
            Common Stock for which this Warrant is exercisable immediately after such adjustment. A
            reclassification of the Common Stock (other than a change in par value, or from par
            value to no par value or from no par value to par value) into shares of Common Stock
            and shares of any other class of stock shall be deemed a distribution by the Issuer to
            the holders of its Common Stock of such shares of such other class of stock within the
            meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be
            changed into a larger or smaller number of shares of Common Stock as a part of such
            reclassification, such change shall be deemed a subdivision or combination, as the case
            may be, of the outstanding shares of Common Stock within the meaning of Section
            4(b).                   


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Issuance of Additional Shares of Common
                            Stock. n/a

                        


            


             


            
                	
                            
                             

                        	
                            
                            (m)

                        	
                            
                            Issuance of Common Stock
                            Equivalents. n/a

                        


            


             


            
            (n)        
            Superseding Adjustment. If, at any time
            after any adjustment of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect shall have been made pursuant to
            Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such
            Common Stock Equivalents, or the right of conversion or exchange in such Common Stock
            Equivalents, shall expire, and all or a portion of such or the right of conversion or
            exchange with respect to all or a portion of such Common Stock Equivalents, as the case
            may be, shall not have been exercised, or (ii) the consideration per share for which
            shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be
            increased, then such previous adjustment shall be rescinded and annulled and the
            Additional Shares of Common Stock which were deemed to have been issued by virtue of
            the computation made in connection with the adjustment so rescinded and annulled shall
            no longer be deemed to have been issued by virtue of such computation. Upon the
            occurrence of an event set forth in this Section 4(f), there shall be a recomputation
            made of the effect of such Common Stock Equivalents on the basis of: (i) treating the
            number of Additional Shares of Common Stock theretofore actually issued or issuable
            pursuant to the previous exercise of Common Stock Equivalents or any such right of
            conversion or exchange, as having been issued on the date or dates of any such exercise
            and for the consideration actually received and receivable therefor, and (ii) treating
            any such Common Stock Equivalents which then remain outstanding as having been granted
            or issued immediately after the time of such increase of the consideration per share
            for which Additional Shares of Common Stock are issuable under such Common Stock
            Equivalents; whereupon a new adjustment of the number of shares of
            Common Stock for which this Warrant is exercisable and the Warrant Price then in effect
            shall be made, which new adjustment shall supersede the previous adjustment so
            rescinded and annulled.


            
             


            
            -139-


            
             

            
            

            

            
             


             


            
            (h)       
            Other Provisions applicable to Adjustments under this
            Section. The following provisions shall be applicable to the
            making of adjustments of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect provided for in this Section
            4:


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Computation of
                            Consideration. n/a

                        


            


             


            
            (ii)       
            When Adjustments to Be Made. The
            adjustments required by this Section 4 shall be made whenever and as often as any
            specified event requiring an adjustment shall occur, except that any adjustment of the
            number of shares of Common Stock for which this Warrant is exercisable that would
            otherwise be required may be postponed (except in the case of a subdivision or
            combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but
            not beyond the date of exercise if such adjustment either by itself or with other
            adjustments not previously made adds or subtracts less than one percent (1%) of the
            shares of Common Stock for which this Warrant is exercisable immediately prior to the
            making of such adjustment. Any adjustment representing a change of less than such
            minimum amount (except as aforesaid) which is postponed shall be carried forward and
            made as soon as such adjustment, together with other adjustments required by this
            Section 4 and not previously made, would result in a minimum adjustment or on the date
            of exercise. For the purpose of any adjustment, any specified event shall be deemed to
            have occurred at the close of business on the date of its occurrence.


             


            
            (iii)      
            Fractional Interests. In computing
            adjustments under this Section 4, fractional interests in Common Stock shall be taken
            into account to the nearest one one-hundredth (1/100th) of a
            share.


             


            
            (iv)       When
            Adjustment Not Required. If the Issuer shall take a record of
            the holders of its Common Stock for the purpose of entitling them to receive a dividend
            or distribution or subscription or purchase rights and shall, thereafter and before the
            distribution to stockholders thereof, legally abandon its plan to pay or deliver such
            dividend, distribution, subscription or purchase rights, then thereafter no adjustment
            shall be required by reason of the taking of such record and any such adjustment
            previously made in respect thereof shall be rescinded and annulled.


            
             


            
            (i)        
            Form of Warrant after Adjustments. The form
            of this Warrant need not be changed because of any adjustments in the Warrant Price or
            the number and kind of Securities purchasable upon the exercise of this
            Warrant.


            
             


            
            (j)        
            Escrow of Warrant Stock. If after any
            property becomes distributable pursuant to this Section 4 by reason of the taking of
            any record of the holders of Common Stock, but prior to the occurrence of the event for
            which such record is taken, and the Holder exercises this Warrant, any shares of Common
            Stock issuable upon exercise by reason of such adjustment shall be deemed the last
            shares of Common Stock for which this Warrant is exercised (notwithstanding
            any other provision to the contrary herein) and such shares or other
            property shall be held in escrow for the Holder by the Issuer to be issued to the
            Holder upon and to the extent that the event actually takes place, upon payment of the
            current Warrant Price. Notwithstanding any other provision to the contrary herein, if
            the event for which such record was taken fails to occur or is rescinded, then such
            escrowed shares shall be cancelled by the Issuer and escrowed property
            returned.


            
             


            
            -140-


            
             

            
            

            

            
             


             


            
            5.         
            Notice of Adjustments. Whenever the Warrant
            Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for
            purposes of this Section 5, each an
            "adjustment"), the Issuer shall
            prepare and execute a certificate setting forth, in reasonable detail, the event
            requiring the adjustment, the amount of the adjustment, the method by which such
            adjustment was calculated (including a description of the basis on which the Board made
            any determination hereunder), and the Warrant Price and Warrant Share Number after
            giving effect to such adjustment, and shall cause copies of such certificate to be
            delivered to the Holder of this Warrant promptly after each adjustment. Any dispute
            between the Issuer and the Holder of this Warrant with respect to the matters set forth
            in such certificate may at the option of the Holder of this Warrant be submitted to a
            national or regional accounting firm reasonably acceptable to the Issuer and the
            Holder, provided that the Issuer
            shall have ten (10) days after receipt of notice from such Holder of its selection of
            such firm to object thereto, in which case such Holder shall select another such firm
            and the Issuer shall have no such right of objection. The firm selected by the Holder
            of this Warrant as provided in the preceding sentence shall be instructed to deliver a
            written opinion as to such matters to the Issuer and such Holder within thirty (30)
            days after submission to it of such dispute. Such opinion shall be final and binding on
            the parties hereto. The costs and expenses of the initial accounting firm shall be paid
            equally by the Issuer and the Holder and, in the case of an objection by the Issuer,
            the costs and expenses of the subsequent accounting firm shall be paid in full by the
            Issuer.


             


            
            6.         
            Fractional Shares. No fractional shares of
            Warrant Stock will be issued in connection with any exercise hereof, but in lieu of
            such fractional shares, the Issuer shall round the number of shares to be issued upon
            exercise up to the nearest whole number of shares.


            
             


            
            7.         
            Ownership Cap and Certain Exercise Restrictions.
            (a) Notwithstanding anything to the contrary set forth in this Warrant,
            at no time may a Holder of this Warrant exercise this Warrant if the number of shares
            of Common Stock to be issued pursuant to such exercise would exceed, when aggregated
            with all other shares of Common Stock owned by such Holder at such time, the number of
            shares of Common Stock which would result in such Holder beneficially owning (as
            determined in accordance with Section 13(d) of the Exchange Act and the rules
            thereunder) in excess of 4.9% of the then issued and outstanding shares of Common
            Stock; provided,
            however, that upon a holder of this Warrant
            providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof)
            (the "Waiver Notice") that such
            Holder would like to waive this Section 7(a) with regard to any or all shares of Common
            Stock issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
            effect with regard to all or a portion of the Warrant referenced in the Waiver
            Notice; provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


            
             


            
            -141-


             

            
            

            

             

            

            

            

            
            (b)       The Holder may not exercise
            the Warrant hereunder to the extent such exercise would result in the Holder
            beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act
            and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares
            of Common Stock, including shares issuable upon exercise of the Warrant held by the
            Holder after application of this Section;
            provided,
            however, that upon a holder of this Warrant
            providing the Issuer with a Waiver Notice that such holder would like to waive this
            Section 7(b) with regard to any or all shares of Common Stock issuable upon exercise of
            this Warrant, this Section 7(b) shall be of no force or effect with regard to those
            shares of Warrant Stock referenced in the Waiver Notice;
            provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


             


            
            8.         
            Definitions. For the purposes of this
            Warrant, the following terms have the following meanings:


            
             


            
             


            
             


            
             


            
             


            
            -142-


             


            

            
            

            

             

            

            

            

            
             


            
            “Board" shall
            mean the Board of Directors of the Issuer.


             


            
            "Capital Stock" means
            and includes (i) any and all shares, interests, participations or other equivalents of
            or interests in (however designated) corporate stock, including, without limitation,
            shares of preferred or preference stock, (ii) all partnership interests (whether
            general or limited) in any Person which is a partnership, (iii) all membership
            interests or limited liability company interests in any limited liability company, and
            (iv) all equity or ownership interests in any Person of any other type.


             


            
            "Certificate of
            Incorporation" means the Certificate of Incorporation of the
            Issuer as in effect on the Original Issue Date, and as hereafter from time to time
            amended, modified, supplemented or restated in accordance with the terms hereof and
            thereof and pursuant to applicable law.


            
             


            
            "Common Stock" means
            the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock
            into which such stock may hereafter be changed.


             


            
            "Common Stock
            Equivalent" means any Convertible Security or warrant, option
            or other right to subscribe for or purchase any Additional Shares of Common Stock or
            any Convertible Security.


             


            
            "Convertible
            Securities" means evidences of Indebtedness, shares of
            Capital Stock or other Securities which are or may be at any time convertible into or
            exchangeable for Additional Shares of Common Stock. The term "Convertible Security"
            means one of the Convertible Securities.


            
             


            
            "Governmental
            Authority" means any governmental, regulatory or
            self-regulatory entity, department, body, official, authority, commission, board,
            agency or instrumentality, whether federal, state or local, and whether domestic or
            foreign.


             


            
            "Holders" mean the
            Persons who shall from time to time own any Warrant. The term "Holder" means one of the
            Holders.


             


            
            "Independent
            Appraiser" means a nationally recognized or major regional
            investment banking firm or firm of independent certified public accountants of
            recognized standing (which may be the firm that regularly examines the financial
            statements of the Issuer) that is regularly engaged in the business of appraising the
            Capital Stock or assets of corporations or other entities as going concerns, and which
            is not affiliated with either the Issuer or the Holder of any Warrant.


             


            
            "Issuer" means
            FinancialContent, Inc., a Delaware corporation, and its successors.


             


            
            "Majority Holders"
            means at any time the Holders of Warrants exercisable for a majority of the shares of
            Warrant Stock issuable under the Warrants at the time outstanding.


            
             


            
             


            
            -143-


             

            
            

            

             

            

            

            

            
            “Notes”
            means the senior secured convertible promissory notesissued by the Issuer to the
            Purchasers pursuant to the Purchase Agreement.


            
             


            
            "Original Issue Date"
            means March 31, 2006.


             


            
                	
                            
                             

                        	
                            
                            "OTC Bulletin
                            Board" means the over-the-counter electronic
                            bulletin board.

                        


            


             


            
            "Other Common" means
            any other Capital Stock of the Issuer of any class which shall be authorized at any
            time after the date of this Warrant (other than Common Stock) and which shall have the
            right to participate in the distribution of earnings and assets of the Issuer without
            limitation as to amount.


            
             


            
            “Outstanding Common
            Stock” means, at any given time, the aggregate amount
            of outstanding shares of Common Stock, assuming full exercise, conversion or exchange
            (as applicable) of all options, warrants and other Securities which are convertible
            into or exercisable or exchangeable for, and any right to subscribe for, shares of
            Common Stock that are outstanding at such time.


            
             


            
            "Person" means an
            individual, corporation, limited liability company, partnership, joint stock company,
            trust, unincorporated organization, joint venture, Governmental Authority or other
            entity of whatever nature.


             


            
            "Per Share Market
            Value" means on any particular date (a) the last closing bid
            price per share of the Common Stock on such date on the OTC Bulletin Board or another
            registered national stock exchange on which the Common Stock is then listed, or if
            there is no such price on such date, then the closing bid price on such exchange or
            quotation system on the date nearest preceding such date, or (b) if the Common Stock is
            not listed then on the OTC Bulletin Board or any registered national stock exchange,
            the last closing bid price for a share of Common Stock in the over-the-counter market,
            as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated
            or similar organization or agency succeeding to its functions of reporting prices) at
            the close of business on such date, or (c) if the Common Stock is not then reported by
            the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
            organization or agency succeeding to its functions of reporting prices), then the
            average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of
            determination, or (d) if the Common Stock is not then publicly traded the fair market
            value of a share of Common Stock as determined by an Independent Appraiser selected in
            good faith by the Majority Holders;
            provided,
            however, that the Issuer, after receipt of
            the determination by such Independent Appraiser, shall have the right to select an
            additional Independent Appraiser, in which case, the fair market value shall be equal
            to the average of the determinations by each such Independent Appraiser; and
            provided,
            further that all determinations of the Per
            Share Market Value shall be appropriately adjusted for any stock dividends, stock
            splits or other similar transactions during such period. The determination of fair
            market value by an Independent Appraiser shall be based upon the fair market value of
            the Issuer determined on a going concern basis as between a willing buyer and a willing
            seller and taking into account all relevant factors determinative of value, and shall
            be final and binding on all parties. In determining the fair market value
            of any shares of Common Stock, no consideration shall be given to any
            restrictions on transfer of the Common Stock imposed by agreement or by federal or
            state securities laws, or to the existence or absence of, or any limitations on, voting
            rights.


            
             


            
            -144-


            
             

            
            

            

            
             


            
             


            
            "Purchase Agreement"
            means the Note and Warrant Purchase Agreement dated as of February 13, 2006, among the
            Issuer and the Purchasers.


            
             


            
            "Purchasers" means
            the purchasers of the Notesand the Warrants issued by the Issuer pursuant to the
            Purchase Agreement.


            
             


            
            "Securities" means
            any debt or equity securities of the Issuer, whether now or hereafter authorized, any
            instrument convertible into or exchangeable for Securities or a Security, and any
            option, warrant or other right to purchase or acquire any Security. "Security" means
            one of the Securities.


             


            
            "Securities Act"
            means the Securities Act of 1933, as amended, or any similar federal statute then in
            effect.


             


            
            "Subsidiary" means
            any corporation at least 50% of whose outstanding Voting Stock shall at the time be
            owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by
            the Issuer and one or more of its Subsidiaries.


             


            
            "Term" has the
            meaning specified in Section 1 hereof.


            
             


            
            "Trading Day" means
            (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the
            Common Stock is not traded on the OTC Bulletin Board, a day on which the Common Stock
            is quoted in the over-the-counter market as reported by the National Quotation Bureau
            Incorporated (or any similar organization or agency succeeding its functions of
            reporting prices); provided,
            however, that in the event that the Common
            Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
            mean any day except Saturday, Sunday and any day which shall be a legal holiday or a
            day on which banking institutions in the State of New York are authorized or required
            by law or other government action to close.


             


            
            "Voting Stock" means,
            as applied to the Capital Stock of any corporation, Capital Stock of any class or
            classes (however designated) having ordinary voting power for the election of a
            majority of the members of the Board of Directors (or other governing body) of such
            corporation, other than Capital Stock having such power only by reason of the happening
            of a contingency.


             


            
            "Warrants" means the
            Warrants issued and sold pursuant to the Purchase Agreement, including, without
            limitation, this Warrant, and any other warrants of like tenor issued in substitution
            or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
            hereof or of any of such other Warrants.


            
             


            
            -145-


             

            
            

            

             

            

            

            

            
            "Warrant Price"
            initially means $0.75, as such price may be adjusted from time to time as shall result
            from the adjustments specified in this Warrant, including Section 4 hereto.


             


            
            "Warrant Share
            Number" means at any time the aggregate number of shares of
            Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
            giving effect to all prior adjustments and increases to such number made or required to
            be made under the terms hereof.


             


            
            "Warrant Stock" means
            Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable
            pursuant to any Warrant or Warrants.


             


            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            Other Notices. In case at
                            any time:

                        


            


             


            
                	
                            
                             

                        	
                            
                            (A)

                        	
                            
                            the Issuer shall make any distributions to the holders
                            of Common Stock; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (B)

                        	
                            
                            the Issuer shall authorize the granting to all holders
                            of its Common Stock of rights to subscribe for or purchase any shares
                            of Capital Stock of any class or other rights; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (C)

                        	
                            
                            there shall be any reclassification of the Capital Stock
                            of the Issuer; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (D)

                        	
                            
                            there shall be any capital reorganization by the Issuer;
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (E)

                        	
                            
                            there shall be any (i) consolidation or merger involving
                            the Issuer or (ii) sale, transfer or other disposition of all or
                            substantially all of the Issuer's property, assets or business (except
                            a merger or other reorganization in which the Issuer shall be the
                            surviving corporation and its shares of Capital Stock shall continue to
                            be outstanding and unchanged and except a consolidation, merger, sale,
                            transfer or other disposition involving a wholly-owned Subsidiary);
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (F)

                        	
                            
                            there shall be a voluntary or involuntary dissolution,
                            liquidation or winding-up of the Issuer or any partial liquidation of
                            the Issuer or distribution to holders of Common Stock;

                        


            


             


            
            then, in each of such cases, the Issuer shall give written notice to the
            Holder of the date on which (i) the books of the Issuer shall close or a record shall
            be taken for such dividend, distribution or subscription rights or (ii) such
            reorganization, reclassification, consolidation, merger, disposition, dissolution,
            liquidation or winding-up, as the case may be, shall take place. Such notice also shall
            specify the date as of which the holders of Common Stock of record shall participate in
            such dividend, distribution or subscription rights, or shall be entitled to exchange
            their certificates for Common Stock for securities or other property deliverable upon
            such reorganization, reclassification, consolidation, merger,
            disposition, dissolution, liquidation or winding-up, as the case may be. Such notice
            shall be given at least twenty (20) days prior to the action in question and not less
            than ten (10) days prior to the record date or the date on which the Issuer's transfer
            books are closed in respect thereto. This Warrant entitles the Holder to receive copies
            of all financial and other information distributed or required to be distributed to the
            holders of the Common Stock.


             


            
            -146-


             

            
            

            

             


             


            
            10.       
            Amendment and Waiver. Any term, covenant,
            agreement or condition in this Warrant may be amended, or compliance therewith may be
            waived (either generally or in a particular instance and either retroactively or
            prospectively), by a written instrument or written instruments executed by the Issuer
            and the Majority Holders;
            provided,
            however, that no such amendment or waiver
            shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period
            during which this Warrant may be exercised or modify any provision of this Section 10
            without the consent of the Holder of this Warrant. No consideration shall be offered or
            paid to any person to amend or consent to a waiver or modification of any provision of
            this Warrant unless the same consideration is also offered to all holders of the
            Warrants.


             


            
            11.       
            Governing Law; Jurisdiction. This Warrant
            shall be governed by and construed in accordance with the internal laws of the State of
            New York, without giving effect to any of the conflicts of law principles which would
            result in the application of the substantive law of another jurisdiction. This Warrant
            shall not be interpreted or construed with any presumption against the party causing
            this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute
            arising under this Warrant will lie exclusively in the state or federal courts located
            in New York County, New York, and the parties irrevocably waive any right to
            raise forum non conveniens or any
            other argument that New York is not the proper venue. The Issuer and the Holder
            irrevocably consent to personal jurisdiction in the state and federal courts of the
            state of New York. The Issuer and the Holder consent to process being served in any
            such suit, action or proceeding by mailing a copy thereof to such party at the address
            in effect for notices to it under this Warrant and agrees that such service shall
            constitute good and sufficient service of process and notice thereof. Nothing in this
            Section 11 shall affect or limit any right to serve process in any other manner
            permitted by law. The Issuer and the Holder hereby agree that the prevailing party in
            any suit, action or proceeding arising out of or relating to this Warrant or the
            Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from
            the non-prevailing party. The parties hereby waive all rights to a trial by
            jury.


            
             


            
            -147-


            
             

            
            

            

            
             


             


            
            12.       
            Notices.   Any notice,
            demand, request, waiver or other communication required or permitted to be given
            hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy
            or facsimile at the address or number designated below (if delivered on a business day
            during normal business hours where such notice is to be received), or the first
            business day following such delivery (if delivered other than on a business day during
            normal business hours where such notice is to be received) or (b) on the second
            business day following the date of mailing by express courier service, fully prepaid,
            addressed to such address, or upon actual receipt of such mailing, whichever shall
            first occur. The addresses for such communications shall be:


            
                	
                            
                            If to the Issuer:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
            101 Lincoln Centre Drive, Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
            Attention: Chief Executive Officer


            
                	
                            
                             

                        	
                            
                            Tel. No.: (650) 286-9702

                        


            


            
            Fax No.: (650) 745-2677


            
             

            

            
             


            
                	
                            
                            If to any Holder:

                        	
                            
                            At the address of such Holder set forth on
                            Exhibit A to this
                            Agreement, with copies to Holder’s counsel as set forth on
                            Exhibit A or as specified
                            in writing by such Holder with copies to:

                        


            


            
             


            with
            copies (which copies


            shall
            not constitute notice)


            
                	
                            
                            to:

                        	
                            
                            Kramer Levin Naftalis & Frankel LLP

                        


            


            
            1177 Avenue of the Americas


            
            New York, New York 10036


            
            Attention: Christopher S. Auguste


            
            Tel. No.: (212) 715-9100


            
            Fax No.: (212) 715-8000


            
             


            
            Any party hereto may from time to time change its address for notices by
            giving written notice of such changed address to the other party hereto.


            
            13.       
            Warrant Agent. The Issuer may, by written
            notice to each Holder of this Warrant, appoint an agent having an office in New York,
            New York for the purpose of issuing shares of Warrant Stock on the exercise of this
            Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
            pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
            subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
            issuance, exchange or replacement, as the case may be, shall be made at such office by
            such agent.


             


            
            14.       
            Remedies. The Issuer stipulates that the
            remedies at law of the Holder of this Warrant in the event of any default or threatened
            default by the Issuer in the performance of or compliance with any of the terms of this
            Warrant are not and will not be adequate and that, to the fullest extent permitted by
            law, such terms may be specifically enforced by a decree for the specific performance
            of any agreement contained herein or by an injunction against a violation of any of the
            terms hereof or otherwise.


            
             


            
             


            
            -148-


            
             

            
            

            

            
             


             


            
            15.       
            Successors and Assigns. This Warrant and
            the rights evidenced hereby shall inure to the benefit of and be binding upon the
            successors and assigns of the Issuer, the Holder hereof and (to the extent provided
            herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable
            by any such Holder or Holder of Warrant Stock.


             


            
            16.       
            Modification and Severability. If, in any
            action before any court or agency legally empowered to enforce any provision contained
            herein, any provision hereof is found to be unenforceable, then such provision shall be
            deemed modified to the extent necessary to make it enforceable by such court or agency.
            If any such provision is not enforceable as set forth in the preceding sentence, the
            unenforceability of such provision shall not affect the other provisions of this
            Warrant, but this Warrant shall be construed as if such unenforceable provision had
            never been contained herein.


            
             


            
            17.       
            Headings. The headings of the Sections of
            this Warrant are for convenience of reference only and shall not, for any purpose, be
            deemed a part of this Warrant.


            
             


            
            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


             


             


             


            
            -149-


             

            

            

            
            


             


             


            IN
            WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and year
            first above written.


             


            
                	
                            
                             

                        	
                            
                            FINANCIALCONTENT, INC.

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            By:___________________________________

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        


            


            
                 
            


            
                 
            


            
                 
            


            
                 
            


            
            -150-

            
            

            

             

            

            

            

            
            EXERCISE FORM


            
            SERIES A WARRANT


             


            
            FINANCIALCONTENT, INC.


             


            The
            undersigned _______________, pursuant to the provisions of the within Warrant, hereby
            elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by
            the within Warrant.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


            
             


            
            Number of shares of Common Stock beneficially owned or deemed
            beneficially owned by the Holder on the date of Exercise:
            _________________________


             


            
            ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the within Warrant and all rights evidenced thereby and does
            irrevocably constitute and appoint _____________, attorney, to transfer the said
            Warrant on the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            
            PARTIAL ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the right to purchase _________ shares of Warrant Stock evidenced by
            the within Warrant together with all rights therein, and does irrevocably constitute
            and appoint ___________________, attorney, to transfer that part of the said Warrant on
            the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            FOR
            USE BY THE ISSUER ONLY:


             


             


            
            -151-


             

            
            

            

             


             

            

            

            

            This
            Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of ___________,
            _____, shares of Common Stock issued therefor in the name of _______________, Warrant
            No. W-_____ issued for ____ shares of Common Stock in the name of
            _______________.


             


             


             


            
            -152-


             


             


             


             

            
            

            

             

            

            

            

            
            EXHIBIT C-6


             


            
            SERIES B WARRANT ISSUED JUNE 9, 2006


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            -153-


             


             

            
            

            

             


            THIS
            WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
            STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
            REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE
            ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
            THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
            OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


             


            
            SERIES A WARRANT TO PURCHASE


             


            
            SHARES OF COMMON STOCK


             


            
            OF


             


            
            FINANCIALCONTENT, INC.


             


            
            Expires June 9, 2011


             


            
                	
                            
                            No.: W-B-06- __

                        	
                            
                            Number of Shares: 116,667

                        


            


            Date
            of Issuance: June 9, 2006


             


            
            FOR VALUE RECEIVED, the undersigned, FinancialContent, Inc., a Delaware
            corporation (together with its successors and assigns, the
            "Issuer"), hereby certifies that
            Jade Special Strategy, LLC or its registered assigns is entitled to subscribe for and
            purchase, during the Term (as hereinafter defined), up to one hundred sixteen thousand
            six hundred sixty seven (116,667) shares (subject to adjustment as hereinafter
            provided) of the duly authorized, validly issued, fully paid and non-assessable Common
            Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in
            effect, subject, however, to the provisions and upon the terms and conditions
            hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined
            herein shall have the respective meanings specified in Section 8 hereof.


             


            
            1.         
            Term. The term of this Warrant shall
            commence on June 9, 2006 and shall expire at 6:00 p.m., eastern time, on June 9, 2011
            (such period being the
            "Term").


            
             


            
                	
                            
                             

                        	
                            
                            7.

                        	
                            
                            Method of Exercise; Payment; Issuance of New Warrant;
                            Transfer and Exchange.

                        


            


            
             


            
            (a)       
            Time of Exercise. The purchase rights
            represented by this Warrant may be exercised in whole or in part during the
            Term.


             


            
            (b)       
            Method of Exercise. The Holder hereof may
            exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the
            exercise form attached hereto duly executed) at the principal office of the Issuer, and
            by the payment to the Issuer of an amount of consideration therefore equal to the
            Warrant Price in effect on the date of such exercise multiplied by the number of shares
            of Warrant Stock with respect to which this Warrant is then being exercised, payable at
            such Holder's election (i) by certified or official bank check or by wire transfer to
            an account designated by the Issuer, (ii) by "cashless exercise" in accordance with the
            provisions of subsection (c)  of this Section 2, but  only when a
             registration statement  under  the Securities Act


            
             


            
             


            
            -154-


             

            
            

            

             

            

            

            

            
            providing for the resale of the Warrant Stock is not then in effect, or
            (iii) by a combination of the foregoing methods of payment selected by the Holder of
            this Warrant.


            
             


            
            (c)       
            Cashless Exercise. Notwithstanding any
            provisions herein to the contrary and commencing one (1) year following the Original
            Issue Date if (i) the Per Share Market Value of one share of Common Stock is greater
            than the Warrant Price (at the date of calculation as set forth below) and (ii) a
            registration statement under the Securities Act providing for the resale of the Warrant
            Stock is not then in effect by the date such registration statement is required to be
            effective pursuant to the Registration Rights Agreement (as defined in the Purchase
            Agreement) or not effective at any time during the Effectiveness Period (as defined in
            the Registration Rights Agreement) in accordance with the terms of the Registration
            Rights Agreement, in lieu of exercising this Warrant by payment of cash, the Holder may
            exercise this Warrant by a cashless exercise and shall receive the number of shares of
            Common Stock equal to an amount (as determined below) by surrender of this Warrant at
            the principal office of the Issuer together with the properly endorsed Notice of
            Exercise in which event the Issuer shall issue to the Holder a number of shares of
            Common Stock computed using the following formula:


             


            
                	
                            
                             

                        	
                            
                            X = Y - (A)(Y)

                        


            


            
                	
                            
                             

                        	
                            
                            B

                        


            


             


            
                	
                            
                            Where

                        	
                            
                            X =

                        	
                            
                            the number of shares of Common Stock to be issued to the
                            Holder.

                        


            


             


            
                	
                            
                             

                        	
                            
                            Y =

                        	
                            
                            the number of shares of Common Stock purchasable upon
                            exercise of all of the Warrant or, if only a portion of the Warrant is
                            being exercised, the portion of the Warrant being exercised.

                        


            


             


            
                	
                            
                             

                        	
                            
                            A =

                        	
                            
                            the Warrant Price.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            B =

                        	
                            
                            the Per Share Market Value of one share of Common
                            Stock.

                        


            


            
             


            
            (d)       
            Issuance of Stock Certificates. In the
            event of any exercise of this Warrant in accordance with and subject to the terms and
            conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall
            be delivered to the Holder hereof within a reasonable time, not exceeding three (3)
            Trading Days after such exercise (the “Delivery
            Date”) or, at the request of the Holder (provided that
            a registration statement under the Securities Act providing for the resale of the
            Warrant Stock is then in effect), issued and delivered to the Depository Trust Company
            (“DTC”) account on the
            Holder’s behalf via the Deposit Withdrawal Agent Commission System
            (“DWAC”) within a
            reasonable time, not exceeding three (3) Trading Days after such exercise (provided,
            however that the Issuer or its transfer agent shall only be obligated to issue and
            deliver the shares to the DTC on the Holder’s behalf via DWAC or certificates
            free of restrictive legends if such exercise is in connection with a sale (as evidenced
            by documentation furnished to and reasonably satisfactory to the Issuer) and the
            registration statement providing for the resale of the Warrant Stock is effective, and
            the Holder hereof shall be deemed for all purposes to be the holder of the shares of
            Warrant Stock so purchased as of the date of such exercise and (ii) unless this Warrant
            has expired, a new Warrant representing the number of shares of Warrant Stock, if any,
            with respect to which this Warrant shall not then have been exercised (less any amount
            thereof which shall have been canceled in payment or partial
            payment of the Warrant Price as hereinabove provided) shall also be
            issued to the Holder hereof at the Issuer's expense within such time.


            
             


            
             


            
            -155-


            
             

            
            

            

            
             


             


            
            (e)       
            Compensation for Buy-In on Failure to Timely Deliver Certificates
            Upon Exercise. In addition to any other rights available to
            the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a
            certificate or certificates representing the Warrant Stock pursuant to an exercise on
            or before the Delivery Date, and if after such date the Holder is required by its
            broker to purchase (in an open market transaction or otherwise) shares of Common Stock
            to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the
            Holder anticipated receiving upon such exercise (a
            “Buy-In”), then the
            Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s
            total purchase price (including brokerage commissions, if any) for the shares of Common
            Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of
            shares of Warrant Stock that the Issuer was required to deliver to the Holder in
            connection with the exercise at issue times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the option of the
            Holder, either reinstate the portion of the Warrant and equivalent number of shares of
            Warrant Stock for which such exercise was not honored or deliver to the Holder the
            number of shares of Common Stock that would have been issued had the Issuer timely
            complied with its exercise and delivery obligations hereunder. For example, if the
            Holder purchases Common Stock having a total purchase price of $11,000 to cover a
            Buy-In with respect to an attempted exercise of shares of Common Stock with an
            aggregate sale price giving rise to such purchase obligation of $10,000, under clause
            (1) of the immediately preceding sentence the Issuer shall be required to pay the
            Holder $1,000. The Holder shall provide the Issuer written notice indicating the
            amounts payable to the Holder in respect of the Buy-In, together with applicable
            confirmations and other evidence reasonably requested by the Issuer. Nothing herein
            shall limit a Holder’s right to pursue any other remedies available to it
            hereunder, at law or in equity including, without limitation, a decree of specific
            performance and/or injunctive relief with respect to the Issuer’s failure to
            timely deliver certificates representing shares of Common Stock upon exercise of this
            Warrant as required pursuant to the terms hereof.


            
            (f)        
            Transferability of Warrant. Subject to
            Section 2(h) hereof, this Warrant may be transferred by a Holder without the consent of
            the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred
            on the books of the Issuer by the Holder hereof in person or by duly authorized
            attorney, upon surrender of this Warrant at the principal office of the Issuer,
            properly endorsed (by the Holder executing an assignment in the form attached hereto)
            and upon payment of any necessary transfer tax or other governmental charge imposed
            upon such transfer. This Warrant is exchangeable at the principal office of the Issuer
            for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new
            Warrant to represent the right to purchase such number of shares of Warrant Stock as
            the Holder hereof shall designate at the time of such exchange. All Warrants issued on
            transfers or exchanges shall be dated the Original Issue Date and shall be identical
            with this Warrant except as to the number of shares of Warrant Stock issuable pursuant
            thereto.


             


            
            (g)       
            Continuing Rights of Holder. The Issuer
            will, at the time of or at any time after each exercise of this Warrant, upon the
            request of the Holder hereof, acknowledge in writing the extent, if any, of its
            continuing obligation to afford to such Holder all rights to which such Holder shall
            continue to be entitled after such exercise in accordance with the terms of this
            Warrant, provided
            that if any such Holder shall fail to make any such request, the failure
            shall not affect the continuing obligation of the Issuer to afford such rights to such
            Holder.


            
             


            
            -156-


            
             

            
            

            

            
             


            
             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            Compliance with Securities Laws.

                        


            


             


            
            (i)        The Holder of this
            Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant
            Stock to be issued upon exercise hereof are being acquired solely for the Holder's own
            account and not as a nominee for any other party, and for investment, and that the
            Holder will not offer, sell or otherwise dispose of this Warrant or any shares of
            Warrant Stock to be issued upon exercise hereof except pursuant to an effective
            registration statement, or an exemption from registration, under the Securities Act and
            any applicable state securities laws.


             


            
            (ii)       Except as provided in
            paragraph (iii) below, this Warrant and all certificates representing shares of Warrant
            Stock issued upon exercise hereof shall be stamped or imprinted with a legend in
            substantially the following form:


             


            
            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
            OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
            STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
            REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE
            SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
            REQUIRED.


             


            
            (iii)      The Issuer agrees to reissue
            this Warrant or certificates representing any of the Warrant Stock, without the legend
            set forth above if at such time, prior to making any transfer of any such securities,
            the Holder shall give written notice to the Issuer describing the manner and terms of
            such transfer. Such proposed transfer will not be effected until: (a) either (i) the
            Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
            effect that the registration of such securities under the Securities Act is not
            required in connection with such proposed transfer, (ii) a registration statement under
            the Securities Act covering such proposed disposition has been filed by the Issuer with
            the Securities and Exchange Commission and has become effective under the Securities
            Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer
            that such registration and qualification under the Securities Act and state securities
            laws are not required, or (iv) the Holder provides the Issuer with reasonable
            assurances that such security can be sold pursuant to Rule 144 under the Securities
            Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably
            satisfactory to the Issuer, to the effect that registration or qualification under the
            securities


            
             


            
             


            
            -157-


            
             


            
             

            
            

            

             

            

            

            

            
            or "blue sky" laws of any state is not required in connection with such
            proposed disposition, or (ii) compliance with applicable state securities or "blue sky"
            laws has been effected or a valid exemption exists with respect thereto. The Issuer
            will respond to any such notice from a holder within three (3) business days. In the
            case of any proposed transfer under this Section 2(h), the Issuer will use reasonable
            efforts to comply with any such applicable state securities or "blue sky" laws, but
            shall in no event be required, (x) to qualify to do business in any state where it is
            not then qualified, (y) to take any action that would subject it to tax or to the
            general service of process in any state where it is not then subject, or (z) to comply
            with state securities or “blue sky” laws of any state for which
            registration by coordination is unavailable to the Issuer. The restrictions on transfer
            contained in this Section 2(h) shall be in addition to, and not by way of limitation
            of, any other restrictions on transfer contained in any other section of this Warrant.
            Whenever a certificate representing the Warrant Stock is required to be issued to a the
            Holder without a legend, in lieu of delivering physical certificates representing the
            Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC
            Fast Automated Securities Transfer program, the Issuer shall use its reasonable best
            efforts to cause its transfer agent to electronically transmit the Warrant Stock to the
            Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC
            system (to the extent not inconsistent with any provisions of this Warrant or the
            Purchase Agreement).


            
             


            
            (i)        
            Accredited Investor Status. In no event may
            the Holder exercise this Warrant in whole or in part unless the Holder is an
            “accredited investor” as defined in Regulation D under the Securities
            Act.


            
             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            Stock Fully Paid; Reservation and Listing of Shares;
                            Covenants.

                        


            


             


            
            (a)       
            Stock Fully Paid. The Issuer represents,
            warrants, covenants and agrees that all shares of Warrant Stock which may be issued
            upon the exercise of this Warrant or otherwise hereunder will, when issued in
            accordance with the terms of this Warrant, be duly authorized, validly issued, fully
            paid and nonassessable and free from all taxes, liens and charges created by or through
            the Issuer. The Issuer further covenants and agrees that during the period within which
            this Warrant may be exercised, the Issuer will at all times have authorized and
            reserved for the purpose of issuance upon exercise of this Warrant a number of shares
            of Common Stock equal to at least one hundred twenty percent (120%) of the aggregate
            number of shares of Common Stock to provide for the exercise of this
            Warrant.


             


            
            (b)       
            Reservation. If any shares of Common Stock
            required to be reserved for issuance upon exercise of this Warrant or as otherwise
            provided hereunder require registration or qualification with any governmental
            authority under any federal or state law before such shares may be so issued, the
            Issuer will in good faith use its best efforts as expeditiously as possible at its
            expense to cause such shares to be duly registered or qualified. If the Issuer shall
            list any shares of Common Stock on any securities exchange or market it will, at its
            expense, list thereon, maintain and increase when necessary such listing, of, all
            shares of Warrant Stock from time to time issued upon exercise of this Warrant or as
            otherwise provided hereunder (provided that such Warrant Stock has been registered
            pursuant to a registration statement under the Securities Act then in effect), and, to
            the extent permissible under the applicable securities exchange rules, all unissued
            shares of Warrant Stock which are at any time issuable hereunder, so long as any
            shares of Common Stock shall be so listed. The Issuer will also
            so list on each securities exchange or market, and will maintain such listing of, any
            other securities which the Holder of this Warrant shall be entitled to receive upon the
            exercise of this Warrant if at the time any securities of the same class shall be
            listed on such securities exchange or market by the Issuer.


            
             


            
             


            
            -158-


            
             


            
             

            
            

            

            
             


             


            
            (c)       
            Covenants. The Issuer shall not by any
            action including, without limitation, amending the Certificate of Incorporation or the
            by-laws of the Issuer, or through any reorganization, transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities or any other action,
            avoid or seek to avoid the observance or performance of any of the terms of this
            Warrant, but will at all times in good faith assist in the carrying out of all such
            terms and in the taking of all such actions as may be necessary or appropriate to
            protect the rights of the Holder hereof against dilution (to the extent specifically
            provided herein) or impairment. Without limiting the generality of the foregoing, the
            Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the
            then effective Warrant Price, (ii) not amend or modify any provision of the Certificate
            of Incorporation or by-laws of the Issuer in any manner that would adversely affect the
            rights of the Holders of the Warrants, (iii) take all such action as may be reasonably
            necessary in order that the Issuer may validly and legally issue fully paid and
            nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances
            and restrictions (other than as provided herein) upon the exercise of this Warrant, and
            (iv) use its best efforts to obtain all such authorizations, exemptions or consents
            from any public regulatory body having jurisdiction thereof as may be reasonably
            necessary to enable the Issuer to perform its obligations under this
            Warrant.


            
             


            
            (d)       
            Loss, Theft, Destruction of Warrants. Upon
            receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
            destruction or mutilation of any Warrant and, in the case of any such loss, theft or
            destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in
            the case of any such mutilation, upon surrender and cancellation of such Warrant, the
            Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
            Warrant, a new Warrant of like tenor and representing the right to purchase the same
            number of shares of Common Stock.


            
             


            
            4.         
            Adjustment of Warrant Price. The price at
            which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall
            be subject to adjustment from time to time as set forth in this Section 4. The Issuer
            shall give the Holder notice of any event described below which requires an adjustment
            pursuant to this Section 4 in accordance with the notice provisions set forth in
            Section 5.


            
             


            
            -159-


            
             

            
            

            

             

            

            

            

            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Recapitalization, Reorganization, Reclassification,
                            Consolidation, Merger or Sale.

                        


            


            
             


            
            (i) In case the Issuer after the Original Issue Date shall do any of the
            following (each, a "Triggering
            Event"): (a) consolidate or merge with or into any other
            Person and the Issuer shall not be the continuing or surviving corporation of such
            consolidation or merger, or (b) permit any other Person to consolidate with or merge
            into the Issuer and the Issuer shall be the continuing or surviving Person but, in
            connection with such consolidation or merger, any Capital Stock of the Issuer shall be
            changed into or exchanged for Securities of any other Person or cash or any other
            property, or (c) transfer all or substantially all of its properties or assets to any
            other Person, or (d) effect a capital reorganization or reclassification of its Capital
            Stock, then, and in the case of each such Triggering Event, proper provision shall be
            made so that, upon the basis and the terms and in the manner provided in this Warrant,
            the Holder of this Warrant shall be entitled upon the exercise hereof at any time after
            the consummation of such Triggering Event, to the extent this Warrant is not exercised
            prior to such Triggering Event, to receive at the Warrant Price in effect at the time
            immediately prior to the consummation of such Triggering Event in lieu of the Common
            Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the
            Securities, cash and property to which such Holder would have been entitled upon the
            consummation of such Triggering Event if such Holder had exercised the rights
            represented by this Warrant immediately prior thereto (including the right of a
            shareholder to elect the type of consideration it will receive upon a Triggering
            Event), subject to adjustments (subsequent to such corporate action) as nearly
            equivalent as possible to the adjustments provided for elsewhere in this Section 4.
            Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if
            the surviving entity pursuant to any such Triggering Event is a public company that is
            registered pursuant to the Securities Exchange Act of 1934, as amended, and its common
            stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the
            event that the surviving entity pursuant to any such Triggering Event is not a public
            company that is registered pursuant to the Securities Exchange Act of 1934, as amended,
            or its common stock is not listed or quoted on a national exchange or the OTC Bulletin
            Board, then the Holder shall have the right to demand that the Issuer pay to the Holder
            an amount equal to the value of this Warrant according to the Black-Scholes
            formula.


             


            
            (ii)       Notwithstanding anything
            contained in this Warrant to the contrary and so long as the surviving entity pursuant
            to any Triggering Event is a public company that is registered pursuant to the
            Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted
            on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be
            deemed to have occurred if, prior to the consummation thereof, each Person (other than
            the Issuer) which may be required to deliver any Securities, cash or property upon the
            exercise of this Warrant as provided herein shall assume, by written instrument
            delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
            obligations of the Issuer under this Warrant (and if the Issuer shall survive the
            consummation of such Triggering Event, such assumption shall be in addition to, and
            shall not release the Issuer from, any continuing obligations of the Issuer under this
            Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or
            property as, in accordance with the foregoing provisions of this subsection (a),
             such  Holder  shall be entitled to receive, and such Person shall have
            similarly delivered


            
             


            
            -160-


            
             

            
            

            

             

            

            

            

            
            to such Holder an opinion of counsel for such Person, which counsel
            shall be reasonably satisfactory to such Holder, or in the alternative, a written
            acknowledgement executed by the President or Chief Financial Officer of the Issuer,
            stating that this Warrant shall thereafter continue in full force and effect and the
            terms hereof (including, without limitation, all of the provisions of this subsection
            (a)) shall be applicable to the Securities, cash or property which such Person may be
            required to deliver upon any exercise of this Warrant or the exercise of any rights
            pursuant hereto.


             


            
            (b)       
            Stock Dividends, Subdivisions and
            Combinations. If at any time the Issuer shall:


             


            
            (i)        make or issue or set
            a record date for the holders of the Common Stock for the purpose of entitling them to
            receive a dividend payable in, or other distribution of, shares of Common
            Stock,


             


            
            (ii)       subdivide its outstanding
            shares of Common Stock into a larger number of shares of Common Stock, or


             


            
            (iii)      combine its outstanding shares of
            Common Stock into a smaller number of shares of Common Stock,


             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable
            immediately after the occurrence of any such event shall be adjusted to equal the
            number of shares of Common Stock which a record holder of the same number of shares of
            Common Stock for which this Warrant is exercisable immediately prior to the occurrence
            of such event would own or be entitled to receive after the happening of such event,
            and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant
            Price then in effect multiplied by the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to the adjustment divided by (B) the number of
            shares of Common Stock for which this Warrant is exercisable immediately after such
            adjustment.


             


            
            (c)       
            Certain Other Distributions. If at any time
            the Issuer shall make or issue or set a record date for the holders of the Common Stock
            for the purpose of entitling them to receive any dividend or other distribution
            of:


             


            
            (i)        cash (other than a
            cash dividend payable out of earnings or earned surplus legally available for the
            payment of dividends under the laws of the jurisdiction of incorporation of the
            Issuer),


             


            
            (ii)       any evidences of its
            indebtedness, any shares of stock of any class or any other securities or property of
            any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares
            of Common Stock), or


            
             


            
            (iii)      any warrants or other rights to
            subscribe for or purchase any evidences of its indebtedness, any shares of stock of any
            class or any other securities or property of any nature whatsoever (other than cash,
            Common Stock Equivalents or Additional Shares of Common Stock),


            
             


            -161-


             

            
            

            

             

            

            

            

             


            then
            (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
            adjusted to equal the product of the number of shares of Common Stock for which this
            Warrant is exercisable immediately prior to such adjustment multiplied by a fraction
            (A) the numerator of which shall be the Per Share Market Value of Common Stock at the
            date of taking such record and (B) the denominator of which shall be such Per Share
            Market Value minus the amount allocable to one share of Common Stock of any such cash
            so distributable and of the fair value (as determined in good faith by the Board of
            Directors of the Issuer and supported by an opinion from an investment banking firm of
            recognized national standing acceptable to (but not affiliated with) the Holder) of any
            and all such evidences of indebtedness, shares of stock, other securities or property
            or warrants or other subscription or purchase rights so distributable, and (2) the
            Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in
            effect multiplied by the number of shares of Common Stock for which this Warrant is
            exercisable immediately prior to the adjustment divided by (B) the number of shares of
            Common Stock for which this Warrant is exercisable immediately after such adjustment. A
            reclassification of the Common Stock (other than a change in par value, or from par
            value to no par value or from no par value to par value) into shares of Common Stock
            and shares of any other class of stock shall be deemed a distribution by the Issuer to
            the holders of its Common Stock of such shares of such other class of stock within the
            meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be
            changed into a larger or smaller number of shares of Common Stock as a part of such
            reclassification, such change shall be deemed a subdivision or combination, as the case
            may be, of the outstanding shares of Common Stock within the meaning of Section
            4(b).                   


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Issuance of Additional Shares of Common
                            Stock. n/a

                        


            


             


            
                	
                            
                             

                        	
                            
                            (o)

                        	
                            
                            Issuance of Common Stock
                            Equivalents. n/a

                        


            


             


            
            (p)        
            Superseding Adjustment. If, at any time
            after any adjustment of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect shall have been made pursuant to
            Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such
            Common Stock Equivalents, or the right of conversion or exchange in such Common Stock
            Equivalents, shall expire, and all or a portion of such or the right of conversion or
            exchange with respect to all or a portion of such Common Stock Equivalents, as the case
            may be, shall not have been exercised, or (ii) the consideration per share for which
            shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be
            increased, then such previous adjustment shall be rescinded and annulled and the
            Additional Shares of Common Stock which were deemed to have been issued by virtue of
            the computation made in connection with the adjustment so rescinded and annulled shall
            no longer be deemed to have been issued by virtue of such computation. Upon the
            occurrence of an event set forth in this Section 4(f), there shall be a recomputation
            made of the effect of such Common Stock Equivalents on the basis of: (i) treating the
            number of Additional Shares of Common Stock theretofore actually issued or issuable
            pursuant to the previous exercise of Common Stock Equivalents or any such right of
            conversion or exchange, as having been issued on the date or dates of any such exercise
            and for the consideration actually received and receivable therefore, and (ii) treating
            any such Common Stock Equivalents which then remain outstanding as having been granted
            or issued immediately after the time of such increase of the consideration 
            per  share  for  which  Additional Shares of Common Stock are
            issuable under such


            
             


            
            -162-


             

            
            

            

             

            

            

            

            
            Common Stock Equivalents; whereupon a new adjustment of the number of
            shares of Common Stock for which this Warrant is exercisable and the Warrant Price then
            in effect shall be made, which new adjustment shall supersede the previous adjustment
            so rescinded and annulled.


             


            
            (h)       
            Other Provisions applicable to Adjustments under this
            Section. The following provisions shall be applicable to the
            making of adjustments of the number of shares of Common Stock for which this Warrant is
            exercisable and the Warrant Price then in effect provided for in this Section
            4:


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Computation of
                            Consideration. n/a

                        


            


             


            
            (ii)       
            When Adjustments to Be Made. The
            adjustments required by this Section 4 shall be made whenever and as often as any
            specified event requiring an adjustment shall occur, except that any adjustment of the
            number of shares of Common Stock for which this Warrant is exercisable that would
            otherwise be required may be postponed (except in the case of a subdivision or
            combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but
            not beyond the date of exercise if such adjustment either by itself or with other
            adjustments not previously made adds or subtracts less than one percent (1%) of the
            shares of Common Stock for which this Warrant is exercisable immediately prior to the
            making of such adjustment. Any adjustment representing a change of less than such
            minimum amount (except as aforesaid) which is postponed shall be carried forward and
            made as soon as such adjustment, together with other adjustments required by this
            Section 4 and not previously made, would result in a minimum adjustment or on the date
            of exercise. For the purpose of any adjustment, any specified event shall be deemed to
            have occurred at the close of business on the date of its occurrence.


             


            
            (iii)      
            Fractional Interests. In computing
            adjustments under this Section 4, fractional interests in Common Stock shall be taken
            into account to the nearest one one-hundredth (1/100th) of a
            share.


             


            
            (iv)       When
            Adjustment Not Required. If the Issuer shall take a record of
            the holders of its Common Stock for the purpose of entitling them to receive a dividend
            or distribution or subscription or purchase rights and shall, thereafter and before the
            distribution to stockholders thereof, legally abandon its plan to pay or deliver such
            dividend, distribution, subscription or purchase rights, then thereafter no adjustment
            shall be required by reason of the taking of such record and any such adjustment
            previously made in respect thereof shall be rescinded and annulled.


            
             


            
            (i)        
            Form of Warrant after Adjustments. The form
            of this Warrant need not be changed because of any adjustments in the Warrant Price or
            the number and kind of Securities purchasable upon the exercise of this
            Warrant.


            
             


            
            (j)        
            Escrow of Warrant Stock. If after any
            property becomes distributable pursuant to this Section 4 by reason of the taking of
            any record of the holders of Common Stock, but prior to the occurrence of the event for
            which such record is taken, and the Holder exercises this Warrant, any shares of Common
            Stock issuable upon exercise by reason of such adjustment shall be deemed the last
            shares of Common Stock for which this Warrant is exercised (notwithstanding
            any other provision to the contrary herein) and such shares or other
            property shall be held in escrow for the Holder by the Issuer to be issued to the
            Holder upon and to the extent that the event actually takes place, upon payment of the
            current Warrant Price. Notwithstanding any other provision to the contrary herein, if
            the event for which such record was taken fails to occur or is rescinded, then such
            escrowed shares shall be cancelled by the Issuer and escrowed property
            returned.


            
             


            
             


            
            -163-


            
             

            
            

            

            
             


             


            
            5.         
            Notice of Adjustments. Whenever the Warrant
            Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for
            purposes of this Section 5, each an
            "adjustment"), the Issuer shall
            prepare and execute a certificate setting forth, in reasonable detail, the event
            requiring the adjustment, the amount of the adjustment, the method by which such
            adjustment was calculated (including a description of the basis on which the Board made
            any determination hereunder), and the Warrant Price and Warrant Share Number after
            giving effect to such adjustment, and shall cause copies of such certificate to be
            delivered to the Holder of this Warrant promptly after each adjustment. Any dispute
            between the Issuer and the Holder of this Warrant with respect to the matters set forth
            in such certificate may at the option of the Holder of this Warrant be submitted to a
            national or regional accounting firm reasonably acceptable to the Issuer and the
            Holder, provided that the Issuer
            shall have ten (10) days after receipt of notice from such Holder of its selection of
            such firm to object thereto, in which case such Holder shall select another such firm
            and the Issuer shall have no such right of objection. The firm selected by the Holder
            of this Warrant as provided in the preceding sentence shall be instructed to deliver a
            written opinion as to such matters to the Issuer and such Holder within thirty (30)
            days after submission to it of such dispute. Such opinion shall be final and binding on
            the parties hereto. The costs and expenses of the initial accounting firm shall be paid
            equally by the Issuer and the Holder and, in the case of an objection by the Issuer,
            the costs and expenses of the subsequent accounting firm shall be paid in full by the
            Issuer.


             


            
            6.         
            Fractional Shares. No fractional shares of
            Warrant Stock will be issued in connection with any exercise hereof, but in lieu of
            such fractional shares, the Issuer shall round the number of shares to be issued upon
            exercise up to the nearest whole number of shares.


            
             


            
            7.         
            Ownership Cap and Certain Exercise Restrictions.
            (a) Notwithstanding anything to the contrary set forth in this Warrant,
            at no time may a Holder of this Warrant exercise this Warrant if the number of shares
            of Common Stock to be issued pursuant to such exercise would exceed, when aggregated
            with all other shares of Common Stock owned by such Holder at such time, the number of
            shares of Common Stock which would result in such Holder beneficially owning (as
            determined in accordance with Section 13(d) of the Exchange Act and the rules
            thereunder) in excess of 4.9% of the then issued and outstanding shares of Common
            Stock; provided,
            however, that upon a holder of this Warrant
            providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof)
            (the "Waiver Notice") that such
            Holder would like to waive this Section 7(a) with regard to any or all shares of Common
            Stock issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
            effect with regard to all or a portion of the Warrant referenced in the Waiver
            Notice; provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


            
             


            
             


            
            -164-


             

            
            

            

             

            

            

            

            
            (b)       The Holder may not exercise
            the Warrant hereunder to the extent such exercise would result in the Holder
            beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act
            and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares
            of Common Stock, including shares issuable upon exercise of the Warrant held by the
            Holder after application of this Section;
            provided,
            however, that upon a holder of this Warrant
            providing the Issuer with a Waiver Notice that such holder would like to waive this
            Section 7(b) with regard to any or all shares of Common Stock issuable upon exercise of
            this Warrant, this Section 7(b) shall be of no force or effect with regard to those
            shares of Warrant Stock referenced in the Waiver Notice;
            provided,
            further, that this provision shall be of no
            further force or effect during the sixty-one (61) days immediately preceding the
            expiration of the term of this Warrant.


             


            
            8.         
            Definitions. For the purposes of this
            Warrant, the following terms have the following meanings:


            
             


            
             


            
            -165-


             


            


             

            
            

            

             

            

            

            

            
             


            
            “Board" shall
            mean the Board of Directors of the Issuer.


             


            
            "Capital Stock" means
            and includes (i) any and all shares, interests, participations or other equivalents of
            or interests in (however designated) corporate stock, including, without limitation,
            shares of preferred or preference stock, (ii) all partnership interests (whether
            general or limited) in any Person which is a partnership, (iii) all membership
            interests or limited liability company interests in any limited liability company, and
            (iv) all equity or ownership interests in any Person of any other type.


             


            
            "Certificate of
            Incorporation" means the Certificate of Incorporation of the
            Issuer as in effect on the Original Issue Date, and as hereafter from time to time
            amended, modified, supplemented or restated in accordance with the terms hereof and
            thereof and pursuant to applicable law.


            
             


            
            "Common Stock" means
            the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock
            into which such stock may hereafter be changed.


             


            
            "Common Stock
            Equivalent" means any Convertible Security or warrant, option
            or other right to subscribe for or purchase any Additional Shares of Common Stock or
            any Convertible Security.


             


            
            "Convertible
            Securities" means evidences of Indebtedness, shares of
            Capital Stock or other Securities which are or may be at any time convertible into or
            exchangeable for Additional Shares of Common Stock. The term "Convertible Security"
            means one of the Convertible Securities.


            
             


            
            "Governmental
            Authority" means any governmental, regulatory or
            self-regulatory entity, department, body, official, authority, commission, board,
            agency or instrumentality, whether federal, state or local, and whether domestic or
            foreign.


             


            
            "Holders" mean the
            Persons who shall from time to time own any Warrant. The term "Holder" means one of the
            Holders.


             


            
            "Independent
            Appraiser" means a nationally recognized or major regional
            investment banking firm or firm of independent certified public accountants of
            recognized standing (which may be the firm that regularly examines the financial
            statements of the Issuer) that is regularly engaged in the business of appraising the
            Capital Stock or assets of corporations or other entities as going concerns, and which
            is not affiliated with either the Issuer or the Holder of any Warrant.


             


            
            "Issuer" means
            FinancialContent, Inc., a Delaware corporation, and its successors.


             


            
            "Majority Holders"
            means at any time the Holders of Warrants exercisable for a majority of the shares of
            Warrant Stock issuable under the Warrants at the time outstanding.


            
             


            
             


            
            -166-


             

            
            

            

             

            

            

            

            
            “Notes”
            means the senior secured convertible promissory notesissued by the Issuer to the
            Purchasers pursuant to the Purchase Agreement.


            
             


            
            "Original Issue Date"
            means June 9, 2006.


             


            
                	
                            
                             

                        	
                            
                            "OTC Bulletin
                            Board" means the over-the-counter electronic
                            bulletin board.

                        


            


             


            
            "Other Common" means
            any other Capital Stock of the Issuer of any class which shall be authorized at any
            time after the date of this Warrant (other than Common Stock) and which shall have the
            right to participate in the distribution of earnings and assets of the Issuer without
            limitation as to amount.


            
             


            
            “Outstanding Common
            Stock” means, at any given time, the aggregate amount
            of outstanding shares of Common Stock, assuming full exercise, conversion or exchange
            (as applicable) of all options, warrants and other Securities which are convertible
            into or exercisable or exchangeable for, and any right to subscribe for, shares of
            Common Stock that are outstanding at such time.


            
             


            
            "Person" means an
            individual, corporation, limited liability company, partnership, joint stock company,
            trust, unincorporated organization, joint venture, Governmental Authority or other
            entity of whatever nature.


             


            
            "Per Share Market
            Value" means on any particular date (a) the last closing bid
            price per share of the Common Stock on such date on the OTC Bulletin Board or another
            registered national stock exchange on which the Common Stock is then listed, or if
            there is no such price on such date, then the closing bid price on such exchange or
            quotation system on the date nearest preceding such date, or (b) if the Common Stock is
            not listed then on the OTC Bulletin Board or any registered national stock exchange,
            the last closing bid price for a share of Common Stock in the over-the-counter market,
            as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated
            or similar organization or agency succeeding to its functions of reporting prices) at
            the close of business on such date, or (c) if the Common Stock is not then reported by
            the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
            organization or agency succeeding to its functions of reporting prices), then the
            average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of
            determination, or (d) if the Common Stock is not then publicly traded the fair market
            value of a share of Common Stock as determined by an Independent Appraiser selected in
            good faith by the Majority Holders;
            provided,
            however, that the Issuer, after receipt of
            the determination by such Independent Appraiser, shall have the right to select an
            additional Independent Appraiser, in which case, the fair market value shall be equal
            to the average of the determinations by each such Independent Appraiser; and
            provided,
            further that all determinations of the Per
            Share Market Value shall be appropriately adjusted for any stock dividends, stock
            splits or other similar transactions during such period. The determination of fair
            market value by an Independent Appraiser shall be based upon the fair market value of
            the Issuer determined on a going concern basis as between a willing buyer and a willing
            seller and taking into account all relevant factors determinative of value, and shall
            be final and binding on all parties. In determining the fair market value
            of any shares of Common Stock, no consideration shall be given to any
            restrictions on transfer of the Common Stock imposed by agreement or by federal or
            state securities laws, or to the existence or absence of, or any limitations on, voting
            rights.


            
             


            
            -167-


            
             

            
            

            

            
             


            
             


            
            "Purchase Agreement"
            means the Note and Warrant Purchase Agreement dated as of February 13, 2006, among the
            Issuer and the Purchasers.


            
             


            
            "Purchasers" means
            the purchasers of the Notesand the Warrants issued by the Issuer pursuant to the
            Purchase Agreement.


            
             


            
            "Securities" means
            any debt or equity securities of the Issuer, whether now or hereafter authorized, any
            instrument convertible into or exchangeable for Securities or a Security, and any
            option, warrant or other right to purchase or acquire any Security. "Security" means
            one of the Securities.


             


            
            "Securities Act"
            means the Securities Act of 1933, as amended, or any similar federal statute then in
            effect.


             


            
            "Subsidiary" means
            any corporation at least 50% of whose outstanding Voting Stock shall at the time be
            owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by
            the Issuer and one or more of its Subsidiaries.


             


            
            "Term" has the
            meaning specified in Section 1 hereof.


            
             


            
            "Trading Day" means
            (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the
            Common Stock is not traded on the OTC Bulletin Board, a day on which the Common Stock
            is quoted in the over-the-counter market as reported by the National Quotation Bureau
            Incorporated (or any similar organization or agency succeeding its functions of
            reporting prices); provided,
            however, that in the event that the Common
            Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
            mean any day except Saturday, Sunday and any day which shall be a legal holiday or a
            day on which banking institutions in the State of New York are authorized or required
            by law or other government action to close.


             


            
            "Voting Stock" means,
            as applied to the Capital Stock of any corporation, Capital Stock of any class or
            classes (however designated) having ordinary voting power for the election of a
            majority of the members of the Board of Directors (or other governing body) of such
            corporation, other than Capital Stock having such power only by reason of the happening
            of a contingency.


             


            
            "Warrants" means the
            Warrants issued and sold pursuant to the Purchase Agreement, including, without
            limitation, this Warrant, and any other warrants of like tenor issued in substitution
            or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
            hereof or of any of such other Warrants.


            
             


            
            -168-


             

            
            

            

             

            

            

            

            
            "Warrant Price"
            initially means $0.75, as such price may be adjusted from time to time as shall result
            from the adjustments specified in this Warrant, including Section 4 hereto.


             


            
            "Warrant Share
            Number" means at any time the aggregate number of shares of
            Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
            giving effect to all prior adjustments and increases to such number made or required to
            be made under the terms hereof.


             


            
            "Warrant Stock" means
            Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable
            pursuant to any Warrant or Warrants.


             


            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            Other Notices. In case at
                            any time:

                        


            


             


            
                	
                            
                             

                        	
                            
                            (A)

                        	
                            
                            the Issuer shall make any distributions to the holders
                            of Common Stock; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (B)

                        	
                            
                            the Issuer shall authorize the granting to all holders
                            of its Common Stock of rights to subscribe for or purchase any shares
                            of Capital Stock of any class or other rights; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (C)

                        	
                            
                            there shall be any reclassification of the Capital Stock
                            of the Issuer; or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (D)

                        	
                            
                            there shall be any capital reorganization by the Issuer;
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (E)

                        	
                            
                            there shall be any (i) consolidation or merger involving
                            the Issuer or (ii) sale, transfer or other disposition of all or
                            substantially all of the Issuer's property, assets or business (except
                            a merger or other reorganization in which the Issuer shall be the
                            surviving corporation and its shares of Capital Stock shall continue to
                            be outstanding and unchanged and except a consolidation, merger, sale,
                            transfer or other disposition involving a wholly-owned Subsidiary);
                            or

                        


            


             


            
                	
                            
                             

                        	
                            
                            (F)

                        	
                            
                            there shall be a voluntary or involuntary dissolution,
                            liquidation or winding-up of the Issuer or any partial liquidation of
                            the Issuer or distribution to holders of Common Stock;

                        


            


             


            
            then, in each of such cases, the Issuer shall give written notice to the
            Holder of the date on which (i) the books of the Issuer shall close or a record shall
            be taken for such dividend, distribution or subscription rights or (ii) such
            reorganization, reclassification, consolidation, merger, disposition, dissolution,
            liquidation or winding-up, as the case may be, shall take place. Such notice also shall
            specify the date as of which the holders of Common Stock  of  record 
            shall  participate  in  such  dividend, distribution  
            or  subscription rights, or shall be  entitled to


             


            
            -169-


             

            
            

            

             

            

            

            

            
            exchange their certificates for Common Stock for securities or other
            property deliverable upon suchreorganization, reclassification, consolidation, merger,
            disposition, dissolution, liquidation or winding-up, as the case may be. Such notice
            shall be given at least twenty (20) days prior to the action in question and not less
            than ten (10) days prior to the record date or the date on which the Issuer's transfer
            books are closed in respect thereto. This Warrant entitles the Holder to receive copies
            of all financial and other information distributed or required to be distributed to the
            holders of the Common Stock.


             


            
            10.       
            Amendment and Waiver. Any term, covenant,
            agreement or condition in this Warrant may be amended, or compliance therewith may be
            waived (either generally or in a particular instance and either retroactively or
            prospectively), by a written instrument or written instruments executed by the Issuer
            and the Majority Holders;
            provided,
            however, that no such amendment or waiver
            shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period
            during which this Warrant may be exercised or modify any provision of this Section 10
            without the consent of the Holder of this Warrant. No consideration shall be offered or
            paid to any person to amend or consent to a waiver or modification of any provision of
            this Warrant unless the same consideration is also offered to all holders of the
            Warrants.


             


            
            11.       
            Governing Law; Jurisdiction. This Warrant
            shall be governed by and construed in accordance with the internal laws of the State of
            New York, without giving effect to any of the conflicts of law principles which would
            result in the application of the substantive law of another jurisdiction. This Warrant
            shall not be interpreted or construed with any presumption against the party causing
            this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute
            arising under this Warrant will lie exclusively in the state or federal courts located
            in New York County, New York, and the parties irrevocably waive any right to
            raise forum non conveniens or any
            other argument that New York is not the proper venue. The Issuer and the Holder
            irrevocably consent to personal jurisdiction in the state and federal courts of the
            state of New York. The Issuer and the Holder consent to process being served in any
            such suit, action or proceeding by mailing a copy thereof to such party at the address
            in effect for notices to it under this Warrant and agrees that such service shall
            constitute good and sufficient service of process and notice thereof. Nothing in this
            Section 11 shall affect or limit any right to serve process in any other manner
            permitted by law. The Issuer and the Holder hereby agree that the prevailing party in
            any suit, action or proceeding arising out of or relating to this Warrant or the
            Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from
            the non-prevailing party. The parties hereby waive all rights to a trial by
            jury.


             


            
            12.       
            Notices.   Any notice,
            demand, request, waiver or other communication required or permitted to be given
            hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy
            or facsimile at the address or number designated below (if delivered on a business day
            during normal business hours where such notice is to be received), or the first
            business day following such delivery (if delivered other than on a business day during
            normal business hours where such notice is to be received) or (b) on the second
            business day following the date of mailing by express courier service, fully prepaid,
            addressed to such address, or upon actual receipt of such mailing, whichever shall
            first occur. The addresses for such communications shall be:


            
                	
                            
                            If to the Issuer:

                        	
                            
                            FinancialContent, Inc.

                        


            


            
            101 Lincoln Centre Drive, Suite 410


            
                	
                            
                             

                        	
                            
                            Foster City, California 94404

                        


            


            
            Attention: Chief Executive Officer


            
                	
                            
                             

                        	
                            
                            Tel. No.: (650) 286-9702

                        


            


            
            Fax No.: (650) 745-2677


            
             


            -170-

            
            

            

            
             


             


            
                	
                            
                            If to any Holder:

                        	
                            
                            At the address of such Holder set forth on
                            Exhibit A to this
                            Agreement, with copies to Holder’s counsel as set forth on
                            Exhibit A or as specified
                            in writing by such Holder with copies to:

                        


            


            
             


            with
            copies (which copies


            shall
            not constitute notice)


            
                	
                            
                            to:

                        	
                            
                            Kramer Levin Naftalis & Frankel LLP

                        


            


            
            1177 Avenue of the Americas


            
            New York, New York 10036


            
            Attention: Christopher S. Auguste


            
            Tel. No.: (212) 715-9100


            
            Fax No.: (212) 715-8000


            
             


            
            Any party hereto may from time to time change its address for notices by
            giving written notice of such changed address to the other party hereto.


            
            13.       
            Warrant Agent. The Issuer may, by written
            notice to each Holder of this Warrant, appoint an agent having an office in New York,
            New York for the purpose of issuing shares of Warrant Stock on the exercise of this
            Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
            pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
            subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
            issuance, exchange or replacement, as the case may be, shall be made at such office by
            such agent.


             


            
            14.       
            Remedies. The Issuer stipulates that the
            remedies at law of the Holder of this Warrant in the event of any default or threatened
            default by the Issuer in the performance of or compliance with any of the terms of this
            Warrant are not and will not be adequate and that, to the fullest extent permitted by
            law, such terms may be specifically enforced by a decree for the specific performance
            of any agreement contained herein or by an injunction against a violation of any of the
            terms hereof or otherwise.


             


            
            15.       
            Successors and Assigns. This Warrant and
            the rights evidenced hereby shall inure to the benefit of and be binding upon the
            successors and assigns of the Issuer, the Holder hereof and (to the extent provided
            herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable
            by any such Holder or Holder of Warrant Stock.


             


            
            16.       
            Modification and Severability. If, in any
            action before any court or agency legally empowered to enforce any provision contained
            herein, any provision hereof is found to be unenforceable, then such provision shall be
            deemed modified to the extent necessary to make it enforceable by such court or agency.
            If any such provision is not enforceable as set forth in the preceding sentence, the
            unenforceability of such provision shall not affect the other provisions of this
            Warrant, but this Warrant shall be construed as if such unenforceable provision had
            never been contained herein.


            
             


            
            -171-


             

            
            

            

             

            

            

            

             


            
            17.       
            Headings. The headings of the Sections of
            this Warrant are for convenience of reference only and shall not, for any purpose, be
            deemed a part of this Warrant.


            
             


            
            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            -172-


             

            
            

            

             


            
             


             

            

            

            

            


            
            IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of
            the day and year first above written.


             


            
                	
                            
                             

                        	
                            
                            FINANCIALCONTENT, INC.

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            By:______________________________________

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        


            


             


             


            
            -173-

            
            

            

             

            

            

            

            
            EXERCISE FORM


            
            SERIES A WARRANT


             


            
            FINANCIALCONTENT, INC.


             


            The
            undersigned _______________, pursuant to the provisions of the within Warrant, hereby
            elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by
            the within Warrant.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


            
             


            
            Number of shares of Common Stock beneficially owned or deemed
            beneficially owned by the Holder on the date of Exercise:
            _________________________


             


            
            ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the within Warrant and all rights evidenced thereby and does
            irrevocably constitute and appoint _____________, attorney, to transfer the said
            Warrant on the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            
            PARTIAL ASSIGNMENT


             


            FOR
            VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the right to purchase _________ shares of Warrant Stock evidenced by
            the within Warrant together with all rights therein, and does irrevocably constitute
            and appoint ___________________, attorney, to transfer that part of the said Warrant on
            the books of the within named corporation.


             


            
                	
                            
                            Dated: _________________

                        	
                            
                            Signature

                        	
                            
                            ___________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Address

                        	
                            
                            _____________________

                        


            


            
            _____________________


             


            FOR
            USE BY THE ISSUER ONLY:


             


             


            
            -174-


             

            
            

            

             

            

            

            

            This
            Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of ___________,
            _____, shares of Common Stock issued therefor in the name of _______________, Warrant
            No. W-_____ issued for ____ shares of Common Stock in the name of
            _______________.


             


             


            
            -175-