EXHIBIT
      10.27

     

    TRANSACTION
      AGREEMENT

     

    This
      TRANSACTION AGREEMENT (this “Agreement”)
      is
      made and entered into as of November 28, 2005 by and among Scientigo, Inc.,
      a
      Delaware corporation (“Scientigo”),
      TIGO
      Search, Inc., a Delaware corporation (“TIGO
      Search”),
      and
      Find/SVP, Inc., a New York corporation (“Find/SVP”).

     

    RECITALS

     

    

      
        	 	
                A.

              	
                Find/SVP
                  has adopted or is the owner of the marks listed on Schedule
                  1.1(a)
                  (the “Licensed
                  Marks”);

              
	 	 	 
	 	
                B.

              	
                Find/SVP
                  is the owner of the registrations for and applications to register
                  the
                  Licensed Marks also listed on Schedule
                  1.1(a);
                  

              
	 	 	 
	 	
                C.

              	
                Find/SVP
                  is the owner of the Internet domain names listed on Schedule
                  1.1(b)
                  (the “Domain
                  Names”);  

              
	 	 	 
	 	
                D.

              	
                TIGO
                  Search wishes to acquire the Domain Names from Find/SVP on the
                  terms and
                  conditions set forth in this Agreement;

              
	 	 	 
	 	
                E.

              	
                TIGO
                  Search wishes to license to use the Licensed Marks from Find/SVP
                  on
                  the terms and conditions set forth in this
                  Agreement.

              


      

    

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the above recitals and the mutual covenants
      and
      obligations set forth herein, the sufficiency of which is hereby acknowledged,
      the parties agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS
      AND INTERPRETATION

     

    Section
      1.1  Certain
      Defined Terms.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Action”
means
      any claim, action, suit, arbitration, inquiry, proceeding or investigation
      by or
      before any Governmental Authority.

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person that directly, or
      indirectly through one or more intermediaries, controls, is controlled by,
      or is
      under common control with, such specified Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Ancillary
      Agreements”
means
      the Note, the Security Agreement, the Stock Repurchase Agreement, and the
      Stockholders Agreement.

     

    “Code”
means
      the United States Internal Revenue Code of 1986, as amended.

     

    “control”
      (including the terms “controlled
      by”
and
      “under
      common control with”),
      with
      respect to the relationship between or among two or more Persons, means the
      possession, directly or indirectly or as trustee, personal representative or
      executor, of the power to direct or cause the direction of the affairs or
      management of a Person, whether through the ownership of voting securities,
      as
      trustee, personal representative or executor, by contract or otherwise,
      including, without limitation, the ownership, directly or indirectly, of
      securities having the power to elect a majority of the board of directors or
      similar body governing the affairs of such Person.

     

    “Encumbrance”
means
      any security interest, pledge, mortgage, lien (including, without limitation,
      environmental and Tax liens), encumbrance, adverse claim, or any agreement,
      obligation, understanding or arrangement on title or transfer other than
      Permitted Encumbrances.

     

    “Find/SVP
      Material Adverse Effect”
means
      any circumstance, change in, or effect that, individually or in the aggregate
      with any other circumstances, changes in, or effects has or would reasonably
      by
      expected to have, materially adverse to the Licensed Marks or Domain Names,
      whether operated by Find/SVP prior to the Closing or by Scientigo or TIGO Search
      after the Closing; provided,
      however,
      that in
      no event shall any of the following, alone or in combination with any of the
      others, be deemed to constitute, nor shall any of the following be taken into
      account in determining whether there has been or will be, a Find/SVP Material
      Adverse Effect: (a) any occurrence or occurrences relating to the industry
      in
      which Find/SVP operates, or in the economy generally, other than that which
      affects Find/SVP disproportionately; or (b) any occurrence or occurrences that
      proximately results from the public announcement of this Agreement or the
      Transactions.

     

    “Governmental
      Authority”
means
      any U.S. or foreign, national, federal, state, municipal or local or other
      government, governmental, regulatory or administrative authority, agency or
      commission or any court, tribunal, or judicial or arbitral body.

     

    “Governmental
      Order”
means
      any order, writ, judgment, injunction, decree, stipulation, determination or
      award entered by or with any Governmental Authority.

     

    “Law”
means
      any national, federal, state, municipal or local or other statute, law, treaty,
      ordinance, regulation, rule, code, order, other requirement or rule of law
      of a
      Governmental Authority.

     

    “Licensed
      Products”
means
      the software and other products of TIGO Search.

     

    “Licensed
      Services”
means
      the services of TIGO Search, including, without limitation, enterprise, desktop
      and Internet search services.

     

    “Permitted
      Encumbrances” means
      such of the following as to which no enforcement, collection, execution, levy
      or
      foreclosure proceeding has been commenced: (a) liens for Taxes, assessments
      and
      governmental charges or levies not yet due and payable; (b) pledges or deposits
      to secure obligations under workers’ compensation laws or similar legislation or
      to secure public or statutory obligations.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    “Person”
means
      any individual, partnership, firm, corporation, association, trust,
      unincorporated organization or other entity, as well as any syndicate or group
      that would be deemed to be a person under Section 13(d)(3) of the Securities
      Exchange Act of 1934, as amended.

     

    “Registration
      Rights Agreement”
      means
      that certain Registration Rights Agreement in the form attached to this
      Agreement as Exhibit
      D
      to be
      entered into between Find/SVP and Scientigo at the Closing in connection with
      the issuance of the shares of Scientigo Common Stock to Find/SVP at the Closing
      and that may be issued pursuant to the Stock Repurchase Agreement.

     

    “Scientigo
      Common Stock”
      means
      the common stock of Scientigo, Inc., par value $0.001 per share.

     

    “Scientigo
      Material Adverse Effect”
means
      any circumstance, change in, or effect on, Scientigo that, individually or
      in
      the aggregate with any other circumstances, changes in, or effects on, Scientigo
      is, or would reasonably by expected to be, materially adverse to the business,
      operations, assets or liabilities (including, without limitation, contingent
      liabilities), employee relationships, customer or supplier relationships,
      results of operations or the condition (financial or otherwise) of Scientigo
      and
      its subsidiaries, taken as a whole; provided,
      however,
      that in
      no event shall any of the following, alone or in combination with any of the
      others, be deemed to constitute, nor shall any of the following be taken into
      account in determining whether there has been or will be, a Scientigo Material
      Adverse Effect: (a) any change or changes in the price per share of Scientigo
      Common Stock or a change in the trading volume of Scientigo Common Stock; (b)
      any occurrence or occurrences relating to the industry in which Scientigo
      operates, or in the economy generally, other than that which affects Scientigo
      and its subsidiaries, taken as a whole, disproportionately; or (c) any
      occurrence or occurrences that proximately results from the public announcement
      of this Agreement or the Transactions or any or all of the events, circumstances
      and information described on Schedule
      1.1(a).

     

    “Stockholders
      Agreement”
      means
      that certain Stockholders Agreement in the form attached hereto as Exhibit
      E
      to be
      entered into between Scientigo, TIGO Search and Find/SVP at the Closing in
      connection with the issuance of TIGO Common Stock pursuant to this
      Agreement.

     

    “subsidiaries”
means
      any and all corporations, partnerships, joint ventures, associations and other
      entities controlled by the applicable Person directly or indirectly through
      one
      or more intermediaries.

     

    “Tax”
or
      “Taxes”
means
      (a) any and all federal, state, local and foreign taxes, assessments and other
      governmental charges, duties, impositions and liabilities, including taxes
      based
      upon or measured by gross receipts, income, profits, sales, use and occupation,
      and value added, ad valorem, transfer, franchise, withholding, payroll,
      recapture, employment, excise and property taxes, together with all interest,
      penalties and additions imposed with respect to such amounts; (b) any liability
      for the payment of any amounts of the type described in clause (a) as a result
      of being or ceasing to be a member of an affiliated, consolidated, combined
      or
      unitary group for any period (including, without limitation, any liability
      under
      Treasury Regulation Section 1.1502-6 or any comparable provision of foreign,
      state or local law); and (c) any liability for the payment of any amounts of
      the
      type described in clause (a) or (b) as a result of any express or implied
      obligation to indemnify any other person or as a result of any obligations
      under
      any agreements or arrangements with any other person with respect to such
      amounts and including any liability for taxes of a predecessor
      entity.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Transactions”
      means
      the transactions contemplated by this Agreement and the Ancillary
      Agreements.

     

    “Unregistered
      Mark”
means
      the common law trademark and service mark “Find”.

     

    ARTICLE
      II

     

    THE
      TRANSACTION

     

    Section
      2.1  The
      Transaction.

     

    (a)  Domain
      Name Transfer.
      Subject
      to and on the terms set forth in this Agreement, at the Closing,
      Find/SVP shall transfer and assign to TIGO Search, and TIGO Search shall accept
      from Find/SVP, all right, title and interest in the Domain Names (the
“Domain
      Name Transfer”).

     

    (b)  Common
      Law Mark.
      Subject
      to and on the terms set forth in this Agreement, at the Closing, Find/SVP shall
      transfer and assign to TIGO Search, and TIGO Search shall accept from Find/SVP,
      all right, title and interest in and to the Unregistered Mark (the “Unregistered
      Mark Transfer”).

     

    (c)  Trademark
      License.
      On the
      terms and subject to the conditions set forth in this Agreement including,
      but
      not limited to, those set forth in Article
      III,
      at the
      Closing, (i) Find/SVP shall grant to TIGO Search, and TIGO Search will accept
      from Find/SVP, the Trademark License (as defined in Section
      3.1).

     

    Section
      2.2  Transaction
      Consideration.
      On the
      terms and subject to the conditions set forth in this Agreement, in
      consideration of the Domain Name Transfer, the Unregistered Mark Transfer and
      the Trademark License, TIGO Search shall deliver, or cause to be delivered,
      to
      Find/SVP at the Closing:

     

    (a)  Two
      Hundred and Fifty Thousand Dollars ($250,000.00) in cash by wire transfer of
      immediately available funds to an account or accounts specified by Find/SVP
      (the
“Cash
      Closing Payment”);
      

     

    (b)  Four
      Hundred and Ninety (490) shares (the “Closing
      Consideration TIGO Shares”)
      of
      Common Stock of TIGO Search, par value $0.001 per share (“TIGO
      Common Stock”),
      which
      Closing Consideration Shares shall be subject to a stock repurchase agreement
      in
      the form attached to this Agreement as Exhibit
      A
      (the
“Stock
      Repurchase Agreement”);
      

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (c)  a
      secured
      promissory note in principal amount of One Hundred Thousand Dollars
      ($100,000.00) in favor of Find/SVP in the form attached to this Agreement as
      Exhibit
      B
      (the
“Note”),
      which
      Note shall be secured pursuant to a security agreement in the form attached
      to
      this Agreement as Exhibit
      C
      (the
“Security
      Agreement”);
      and

     

    (d)  One
      Hundred Twelve Thousand Five Hundred and Seventy (112,570) shares (the
“Closing
      Consideration Scientigo Shares”) of
      Scientigo Common Stock;

     

    (the
      consideration described in (a)-(d) above, the “Transaction
      Consideration”).

     

    Section
      2.3  Closing.
      The
      closing of the Transactions (the “Closing”)
      shall
      take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional
      Corporation, Two Fountain Square, Reston Town Center, 11921 Freedom Drive,
      Suite
      600, Reston, Virginia 20190, on the date hereof at 10:00 A.M., Virginia time,
      or
      at such other place, time and as mutually agreed by Scientigo, TIGO Search
      and
      Find/SVP (the “Closing
      Date”).

     

    ARTICLE
      III

     

    TRADEMARK
      LICENSE

     

    Section
      3.1  Grant
      and Scope of Trademark License.
      Subject
      to and on the terms set forth in this Agreement, at the Closing, Find/SVP shall
      grant to TIGO Search, and TIGO Search shall accept from Find/SVP, an exclusive,
      worldwide, perpetual, irrevocable, non-transferable (except as otherwise
      provided in Section
      9.7)
      license, with the right to sublicense after the repayment of the Note (provided
      that any sublicense of the Company shall be for fair market value and the
      proceeds thereof will be paid to the Company) to use the Licensed Marks (the
      “Trademark
      License”),
      for
      the purposes set forth below (the “Licensed
      Uses”):

     

    (a)  as
      an
      element of a corporate name, business division or other business unit, and
      Internet domain names;

     

    (b)  on
      Licensed Products, and in connection with the advertising, marketing, licensing,
      sale, promotion and distribution of Licensed Products, and in connection with
      the advertising, marketing, promotion, sale and rendering of Licensed Services
      (collectively, “Promotional
      Materials”);
      and

     

    (c)  for
      any
      such other purposes as TIGO Search may reasonably deem necessary or appropriate
      in connection with the advertising, marketing, licensing, sale, promotion and
      distribution of Licensed Products or Licensed Services.

     

    Section
      3.2  Limited
      Reservation.
      Find/SVP
      shall
      retain the non-exclusive, non-transferable, non-sublicensable, perpetual,
      worldwide right to use the Licensed Marks as currently being used or in
      connection with future acquisitions or business activities in business
      information, research or consulting. Find/SVP shall not use or register any
      Internet domain names that contain the word “FIND” other than
      FINDSVP.com.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    Section
      3.3  Quality
      Standards.
      The
      nature and quality of all Licensed Products bearing any of the Licensed Marks
      or
      Licensed Services rendered by TIGO Search in connection with any of the Licensed
      Marks must conform to the level of quality historically associated with
      Find/SVP. In the event that Find/SVP reasonably determines that TIGO Search’s
      goods and services offered in connection with the Licensed Marks are below
      these
      quality standards, then Find/SVP shall so notify TIGO Search in writing. TIGO
      Search will then have thirty (30) days after the date of notice to correct
      any
      such deficiency. In the event that the deficiency is not corrected within such
      time frame, then the parties will have sixty (60) days to mediate the dispute
      before an impartial mediator in such a manner that the mediation is concluded
      within such sixty (60) day period. If the matter is not resolved through
      mediation and the deficiency continues, then Find/SVP shall have the right
      to
      bring an action in accordance with Section 6.9.

     

    Section
      3.4  Ownership
      of Licensed Marks.
      TIGO
      Search acknowledges that it has no interest in the Licensed Marks other than
      the
      licenses granted under this Agreement and that Find/SVP shall remain the sole
      and exclusive owner of all right, title and interest in the Licensed Marks.
      

     

    Section
      3.5  Term
      of Trademark License.
      The
      term of the Trademark License shall begin on the Closing Date and shall remain
      in full force and effect in perpetuity. Find/SVP’s exclusive remedy upon any
      breach by TIGO Search of its obligations hereunder shall be to seek recovery
      of
      monetary damages and to seek injunctive relief or specific performance
      hereunder.

     

    Section
      3.6  Registration
      and Enforcement.
      

     

    (a)  Registration
      of the FIND Trademark.
      If
      requested by TIGO Search, Find/SVP shall, at its own cost and expense, file
      a
      trademark application in the United States Patent and Trademark Office and
      endeavor in good faith to obtain registration of the FIND mark in International
      Class 42, and when registered, thereafter maintain the applicable registration
      at its own expense. Find/SVP shall keep TIGO Search informed of progress with
      regard to the prosecution, maintenance, enforcement and defense of the
      application by providing TIGO Search copies of official actions, amendments
      and
      responses with respect to such prosecution. TIGO Search shall cooperate with
      Find/SVP in providing information and samples of use of the FIND mark for
      Find/SVP’s use as needed in obtaining and maintaining a registration in Class
      42.

     

    (b)  Registration
      of FIND.COM Trademark.
      TIGO
      Search in its discretion may file applications to register FIND.COM as a
      trademark and all rights relating thereto shall be owned by TIGO
      Search.

     

    (c)  Enforcement
      of Rights.
      

     

    (i)  TIGO
      Search shall provide Find/SVP with prompt notice of any unauthorized use of
      the
      Licensed Marks by a third party in connection with products or services of
      which
      TIGO Search becomes aware. In the event of any unauthorized use of the Licensed
      Marks or marks confusingly similar thereto by a third party in connection with
      products or services substantially similar to the Licensed Products or Licensed
      Services during the license period, TIGO Search shall have the right at its
      own
      expense, but not the obligation, after providing reasonable notice to Find/SVP,
      to take such action as TIGO Search may deem necessary or desirable to enforce
      TIGO Search’s rights in the Licensed Mark. Enforcement hereunder shall include,
      but shall not be limited to, issuing cease and desist demands and bringing
      suit
      against third parties for such unauthorized use of the Licensed Marks. All
      such
      actions on the part of TIGO Search shall be at its sole cost and expense, with
      counsel of its choice and TIGO Search shall be entitled to retain all recoveries
      therein. TIGO Search shall have the right to join Find/SVP as plaintiff, and
      Find/SVP shall so join as plaintiff at the cost and expense of TIGO Search,
      in
      any action where joinder is needed to afford TIGO Search the full relief
      provided by applicable law, and Find/SVP shall reasonably cooperate with TIGO
      Search at the cost and expense of TIGO Search in connection with any such
      action, but Find/SVP shall not control such an action and shall not share in
      any
      recovery therefrom. This provision shall not create any obligation on the part
      of TIGO Search to police infringements of the Licensed Marks. 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (ii)  If
      TIGO
      Search elects not to act with respect to unauthorized use of the Licensed Marks
      and determines that enforcement or action is necessary or desirable, then
      Find/SVP may, at Find/SVP’s expense with counsel of its choice, take any such
      action as Find/SVP deems necessary or desirable to enforce the Licensed Marks
      and Find/SVP shall be entitled to retain all recoveries therefrom. TIGO Search
      shall cooperate with Find/SVP at the cost and expense of Find/SVP in providing
      information and samples of use of the FIND mark for Find/SVP’s use as needed in
      connection with pursuing any such action. 

     

    (d)  Assistance.
      Each of
      the parties hereto shall assist the other, at its own expense, in complying
      with
      any formalities to protect the Licensed Marks under U.S. or foreign law, such
      as
      registering the Licensed Marks, registering this Agreement, recording TIGO
      Search as a registered user or filing additional applications for trademark
      registrations. Each of the parties hereto shall execute any documents reasonably
      requested by the other, including, but not limited to, applications for
      recordation of TIGO Search as a registered user and additional licenses for
      recording with the appropriate authorities. TIGO Search may propose to Find/SVP
      in writing that additional applications for trademark registrations be filed.
      If
      Find/SVP does not undertake to initiate any such application proposed by TIGO
      Search within thirty (30) days after receiving TIGO Search’s request for such
      action, to the extent allowable under applicable law, TIGO Search may initiate
      the requested application at TIGO Search’s expense.

     

    ARTICLE
      IV  

     

    REPRESENTATIONS
      AND WARRANTIES OF FIND/SVP

     

    Find/SVP
      represents and warrants to Scientigo and TIGO Search, except as set forth in
      the
“Find/SVP
      Disclosure Schedules”
      provided to Scientigo and TIGO Search in connection with this Agreement, which
      schedule makes explicit reference to the applicable sections herein to which
      each exception relates (including, but not limited to, those specific schedules
      referred to in this Article
      IV),
      provided
      that any
      facts or items which are disclosed in the Find/SVP Disclosure Schedules in
      such
      a way as to make its relevance reasonably apparent to particular representations
      or warranties made in the Agreement or to information set forth in the Find/SVP
      Disclosure Schedules shall be deemed to update the disclosures and information
      set forth therein), that the statements contained in this Article
      IV
      are true
      and correct:

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    Section
      4.1  Organization.
      Find/SVP is a corporation duly organized, validly existing and in good standing
      under the laws of the State of New York and has all requisite power and
      authority and all necessary governmental approvals to own, lease and operate
      its
      properties and to carry on its business as now being conducted, except where
      the
      failure to be so organized, existing and in good standing or to have such power,
      authority and government approvals could not reasonably be expected to have
      a
      Find/SVP Material Adverse Effect.

     

    Section
      4.2  Authorization.
      Find/SVP has all necessary corporate power and authority to enter into and
      deliver this Agreement and the Ancillary Agreements, to carry out its
      obligations hereunder and thereunder and to consummate the Transactions. The
      execution, delivery and performance by Find/SVP of this Agreement and the
      consummation of the Transactions by Find/SVP have been duly authorized by the
      Board of Directors of Find/SVP. No other corporate or similar action on the
      part
      of Find/SVP is necessary to authorize the execution and delivery of this
      Agreement and the Ancillary Agreements by Find/SVP or the consummation by
      Find/SVP of the Transactions.

     

    Section
      4.3  Execution;
      Validity of Agreement.
      This
      Agreement has been, and upon their execution the Ancillary Agreements will
      be,
      duly executed and delivered by Find/SVP and, assuming due authorization,
      execution and delivery by Scientigo and TIGO Search, this Agreement constitutes,
      and upon their execution the Ancillary Agreements will constitute, the legal,
      valid and binding obligations of Find/SVP enforceable against Find/SVP in
      accordance with their respective terms, except as the enforceability thereof
      may
      be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      and
      other laws of general application affecting creditors’ rights generally and laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies.

     

    Section
      4.4  No
      Conflict.
      Except
      as set forth on Schedule 3.5, none of the execution, delivery and performance
      of
      this Agreement or the Ancillary Agreements, the consummation by Find/SVP of
      the
      Transactions nor compliance by Find/SVP with any of the provisions hereof or
      thereof (a) violate, conflict with or result in the breach of any provision
      of
      its Certificate of Incorporation or Bylaws or (b) conflict with or violate
      any
      Law or Governmental Order applicable to Find/SVP or the Domain Names, Licensed
      Marks or the Unregistered Mark, or (c) conflict with, result in any breach
      of,
      constitute a default (or event which with the giving of notice or lapse of
      time,
      or both, would become a default) under, require any consent under, or give
      to
      others any rights of termination, amendment, acceleration, suspension,
      revocation or cancellation of, any Find/SVP Contract, or result in the creation
      of any Encumbrance on, any of the Domain Names, Licensed Marks or the
      Unregistered Mark, except, in the case of (b) and (c), as would not reasonably
      be expected to result in a Find/SVP Material Adverse Effect.

     

    Section
      4.5  Governmental
      Consents and Approvals.
      Except
      as set forth on Schedule 4.5, the execution, delivery and performance of this
      Agreement and the Ancillary Agreements by Find/SVP do not and will not require
      any consent, approval, authorization or other order of, action by, filing with
      or notification to, any Governmental Authority by Find/SVP or, to the knowledge
      of Find/SVP, by Scientigo or TIGO Search.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    Section
      4.6  Litigation.
      Except
      as set forth on Schedule
      4.6,
      there
      are no Actions pending by or against Find/SVP or, to the knowledge of Find/SVP,
      threatened against Find/SVP, or otherwise relating to any of the Domain Names,
      Licensed Marks or Unregistered Mark. Neither Find/SVP nor any of the Domain
      Names, Licensed Marks or Unregistered Mark is subject to any Governmental Order
      in respect of the Domain Names or Licensed Marks and, to the knowledge of
      Find/SVP, no Governmental Orders are threatened to be imposed by any
      Governmental Authority against Find/SVP in respect of any of the Domain Names,
      Licensed Marks or Unregistered Marks.

     

    Section
      4.7  Compliance
      with Laws.
      Find/SVP has, in all material respects, maintained the Domain Names and Licensed
      Marks in compliance with all Laws and Governmental Orders applicable to
      Find/SVP, including the United State Foreign Corrupt Practices Act.

     

    Section
      4.8  Taxes.
      

     

    (a)  Find/SVP
      does not have and knows of no basis for the assertion of any liabilities for
      unpaid Taxes related to the Domain Names or Licensed Marks for which TIGO Search
      could become liable as a result of the Transactions.

     

    (b)  There
      are
      (and immediately following the Closing there will be) no Encumbrances on any
      of
      the Domain Names or Licensed Marks relating to or attributable to Taxes. There
      is no basis for the assertion of any claim relating to or attributable to Taxes
      which, if adversely determined, would result in any Encumbrance on any of the
      Domain Names or Licensed Marks.

     

    Section
      4.9  Domain
      Names and Licensed Marks.
      

     

    (a)  Validity.
      

     

    (i)  Find/SVP
      owns and has all necessary rights to use the Domain Names, Licensed Marks and
      Unregistered Mark in its business as currently conducted and proposed to be
      conducted as of the date of this Agreement. Each of the Domain Names, Licensed
      Marks and Unregistered Mark are valid and subsisting.

     

    (ii)  No
      registration, maintenance or renewal fees are currently due in connection with
      such Domain Names and Licensed Marks. All material documents, recordations
      and
      certificates in connection with such Domain Names and Licensed Marks have been
      filed with all relevant domain name registrars and Governmental Authorities
      for
      the purposes of prosecuting, perfecting and maintaining such Domain Names and
      Licensed Marks. No information, facts or circumstances exist that would render
      any of the Domain Names, Licensed Marks or Unregistered Mark invalid or
      unenforceable or would adversely affect any application for or registration
      therefor. Find/SVP has not claimed any status in the application for or
      registration of any Domain Names or Licensed Marks, including without limitation
      “small business status,” that would not be applicable to TIGO Search. Find/SVP
      has not misrepresented, or failed to disclose, any facts or circumstances in
      any
      application for any Domain Names, Licensed Marks or Unregistered Mark that
      would
      constitute fraud or a misrepresentation with respect to such application or
      that
      would otherwise affect the validity or enforceability of any Domain Names,
      Licensed Marks or Unregistered Mark. In each case in which Find/SVP has acquired
      any of the Domain Names, Licensed Marks or Unregistered Mark from any Person,
      Find/SVP has obtained a valid and enforceable written assignment sufficient
      to
      irrevocably transfer all right, title and interest in such Domain Names,
      Licensed Marks or Unregistered Mark (including without limitation the right
      to
      seek past and future damages with respect thereto) to Find/SVP, and to the
      maximum extent provided for by, and in accordance with, applicable laws and
      regulations, Find/SVP has recorded each such assignment with all relevant domain
      name registrars and Government Authorities.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (iii)  Schedule
      4.9(a)(ii)
      contains
      a complete and accurate list of any and all actions that, as of the date hereof
      and without giving effect to the Transactions, are required to be taken within
      one hundred eighty (180) days after the Closing Date for the purposes of
      obtaining, maintaining, perfecting, preserving or renewing any of the
Domain
      Names or Licensed Marks,
      including without limitation the payment of any registration, maintenance or
      renewal fees or the filing of any responses to PTO office actions, documents,
      applications or certificates.

     

    (b)  Ownership.
      Except as set forth on Schedule 4.9(b):

     

    (i)  Find/SVP
      is the exclusive owner of all right, title and interest in and to each of the
      Domain Names, Licensed Marks or Unregistered Mark, free of any lien or
      Encumbrance.

     

    (ii)  Find/SVP
      has not (A) transferred ownership of, or granted any option, license or
      right to use, authorized the retention of rights to use, or entered into any
      agreement regarding, any of the Domain Names, Licensed Marks or Unregistered
      Mark, or (B) permitted or caused any rights in any of the Domain Names,
      Licensed Marks or Unregistered Mark to lapse or enter the public
      domain.

     

    (iii)  The
      Domain Names and Unregistered Mark are fully transferable, subject to payment
      of
      applicable registration fees, alienable and licensable by TIGO Search without
      restriction and without payment of any kind to any Person.

     

    (iv)  None
      of
      the Domain Names, Licensed Marks or Unregistered Mark is subject to any
      proceeding or outstanding decree, order, judgment, or stipulation or contract
      restricting in any manner, the use, transfer, or licensing thereof, or which
      may
      affect the validity, use, value or enforceability of such Domain Names, Licensed
      Marks or Unregistered Mark.

     

    (v)  All
      of
      the Domain Names, Licensed Marks or Unregistered Mark were developed solely
      by
      either (A) employees of Find/SVP acting solely within the scope of their
      employment or (B) by Persons who by written agreement have validly and
      irrevocably assigned to Find/SVP all of their rights therein to Find/SVP and,
      waived all non-assignable rights, including but not limited to, all moral
      rights.

     

    (vi)  No
      Person
      other than Find/SVP has ownership rights or license rights granted by Find/SVP
      to improvements made by or for Find/SVP in any of the Domain Names, Licensed
      Marks or Unregistered Mark.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (c)  Non-Infringement.

     

    (i)  None
      of
      the Domain Names, Licensed Marks or Unregistered Mark infringe, dilute or
      misappropriate any intellectual property or other right of any Person or
      constitute unfair competition or improper trade practices under the laws of
      any
      jurisdiction. Find/SVP has not received notice from any third party alleging
      any
      such infringement, dilution, misappropriation, unfair competition or improper
      trade practice.

     

    (ii)  Except
      as
      set forth on Schedule 4.9(c), no Person has infringed, diluted or
      misappropriated, or is infringing, diluting or misappropriating, any of the
      Domain Names, Licensed Marks or Unregistered Mark.

     

    (iii)  Find/SVP
      has not taken any action or failed to take any action that has impaired or
      damaged, and in the future will not take any action or fail to take any action
      that will impair or damage, the reputation or value of the Domain Names,
      Licensed Marks or Unregistered Mark.

     

    (iv)  Use
      of
      the Domain Names, Licensed Marks or Unregistered Mark by TIGO Search or its
      Affiliates will not violate the rights of any Person or constitute unfair
      competition or trade practices under the laws of any jurisdiction.

     

    (d)  Privacy
      Policies.
      

     

    (i)  Find/SVP:
      (A) complies in all material respects with all applicable privacy laws and
      regulations regarding the collection, retention, use, transfer and disclosure
      of
      personal information; and (B) takes all appropriate and industry standard
      measures to protect and maintain the confidential nature of the personal
      information provided by individuals, in accordance with the terms of the
      applicable privacy statements on its websites (the “Privacy
      Statements”).

     

    (ii)  No
      claims
      or controversies have arisen regarding the Privacy Statements or the
      implementation thereof, nor does Find/SVP know of any facts or circumstances
      that would give rise to any such claim or controversy.

     

    Section
      4.10  Brokers.
      No
      broker, finder or investment banker is entitled to any brokerage, finder’s or
      other fee or commission in connection with the Transactions.

     

    Section
      4.11  Full
      Disclosure.
      Find/SVP is not aware of any facts pertaining to any of the Domain Names or
      Licensed Marks which could materially and adversely affect such Domain Names
      or
      Licensed Marks or which are likely in the future to materially and adversely
      affect such Domain Names or Licensed Marks and which have not been disclosed
      in
      this Agreement and the Find/SVP Disclosure Schedules.

     

    Section
      4.12  Investment
      Representations.
      Find/SVP understands, acknowledges and agrees that it is acquiring the TIGO
      Search Common Stock, the Note and the Scientigo Common Stock that will be issued
      at Closing and that may be issued pursuant to the Stock Repurchase Agreement
      (collectively, the “Transaction
      Securities”)
      for
      investment for Find/SVP’s own account, not as a nominee or agent, and not with a
      view to the public resale or distribution thereof within the meaning of the
      Securities Act of 1933, as amended, (the “Securities
      Act”),
      and
      Find/SVP has no present intention of selling, granting any participation in,
      or
      otherwise distributing the same. Find/SVP also represents that it is an
“accredited investor” within the meaning of Regulation D of the Securities Act
      and that Find/SVP has not been formed for the specific purpose of acquiring
      the
      Transaction Securities.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF SCIENTIGO AND TIGO SEARCH

     

    Scientigo
      and TIGO Search represent and warrant to Find/SVP, except as set forth in the
      “Scientigo/TIGO
      Search Disclosure Schedules”
      provided to Find/SVP in connection with this Agreement (which schedule makes
      explicit reference to the applicable sections herein to which each exception
      relates (including, but not limited to, those specific schedules referred to
      in
      this Article
      V),
      provided
      that any
      facts or items which are disclosed in the Scientigo/TIGO Search Disclosure
      Schedules in such a way as to make its relevance reasonably apparent to
      particular representations or warranties made in the Agreement or to information
      set forth in the Scientigo/TIGO Search Disclosure Schedules shall be deemed
      to
      update the disclosures and information set forth therein) that the statements
      contained in this Article
      V
      are true
      and correct:

     

    Section
      5.1  Organization.
      Each of
      Scientigo and TIGO Search are corporations duly organized, validly existing
      and
      in good standing under the laws of the State of Delaware. Each of Scientigo
      and
      TIGO Search has all requisite corporate or other power and authority and all
      necessary governmental approvals to own, lease and operate its properties and
      to
      carry on its business as now being conducted, except where the failure to be
      so
      organized, existing and in good standing or to have such power, authority and
      government approvals would not have a Scientigo Material Adverse
      Effect.

     

    Section
      5.2  Authorization.
      Each of
      Scientigo and TIGO Search has all necessary corporate power and authority to
      enter into and deliver this Agreement and the Ancillary Agreements (to the
      extent a party thereto), to carry out its obligations hereunder and thereunder
      and to consummate the Transactions. The execution, delivery and performance
      by
      Scientigo and TIGO Search of this Agreement and the Ancillary Agreements (to
      the
      extent a party thereto) and the consummation of the Transactions by Scientigo
      and TIGO Search have been duly authorized by the respective Boards of Directors
      of Scientigo and TIGO Search. No other corporate or similar action on the part
      of Scientigo or TIGO Search is necessary to authorize the execution and delivery
      of this Agreement and the Ancillary Agreements by Scientigo and TIGO Search
      or
      the consummation by Scientigo and TIGO Search of the Transactions.

     

    Section
      5.3  Execution;
      Validity of Agreement.
      This
      Agreement has been, and upon their execution the Ancillary Agreements will
      be,
      duly executed and delivered by Scientigo and TIGO Search (to the extent a party
      thereto) and, assuming due authorization, execution and delivery by Find/SVP,
      this Agreement constitutes, and upon their execution the Ancillary Agreements
      (to the extent a party thereto) will constitute, legal, valid and binding
      obligations of Scientigo and TIGO Search enforceable against Scientigo and
      TIGO
      Search in accordance with their respective terms, except as the enforceability
      thereof may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws of general application affecting creditors’ rights
      generally and laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies.

     

    
      
        
        

      

      
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    Section
      5.4  Financing.
      TIGO
      Search has and will have at the Closing sufficient funds or available borrowing
      capacity to permit TIGO Search to consummate the Transactions, including the
      Cash Closing Payment. 

     

    Section
      5.5  No
      Conflict.
      None of
      the execution, delivery and performance of this Agreement or the Ancillary
      Agreements, the consummation by Scientigo and TIGO Search of the Transactions
      nor compliance by Scientigo and TIGO Search with any of the provisions hereof
      or
      thereof (a) violate, conflict with or result in the breach of any provision
      of
      their respective Certificate of Incorporation or Bylaws, (b) conflict with
      or
      violate any Law or Governmental Order applicable to TIGO Search and Scientigo,
      or (c) conflict with, result in any breach of, constitute a default (or event
      which with the giving of notice or lapse of time, or both, would become a
      default) under, require any consent under, or give to others any rights of
      termination, amendment, acceleration, suspension, revocation or cancellation
      of,
      any contract, agreement or understanding to which TIGO Search or Scientigo
      is a
      party to or otherwise bound or result in the creation of any Encumbrance on,
      any
      of the assets of TIGO Search or Scientigo, except, in the case of (b) and (c),
      as would not reasonably be expected to constitute a Scientigo Material Adverse
      Effect. 

     

    Section
      5.6  TIGO
      Capitalization and Issuance.
      As of
      the date of this Agreement, the authorized capital stock of TIGO Search consists
      of One Thousand (1,000) shares of TIGO Common Stock. After giving effect to
      the
      Transactions, all outstanding shares of TIGO Search Common Stock shall have
      been
      duly and validly authorized and issued as follows: Five Hundred and Ten (510)
      shares of TIGO Common Stock to Scientigo and Four Hundred Ninety (490) shares
      of
      TIGO Common Stock to Find/SVP. Upon issuance, all such shares of TIGO Common
      Stock shall be free and clear of Encumbrances, fully paid and
      non-assessable.

     

    Section
      5.7  SEC
      Reports.
      Scientigo has timely filed all forms, reports, and documents required to be
      filed by Parent with the Securities and Exchange Commission (the “SEC”)
      since
      January 1, 2003 (collectively, as amended, the “Scientigo
      SEC Reports”).
      The
      Scientigo SEC Reports (a) at the time they were filed (or if amended or
      superseded by a filing prior to the date of this Agreement, then on the date
      of
      such filing) complied in all material respects with the requirements of the
      Securities Act or the Exchange Act, as the case may be, and the rules and
      regulations of the SEC thereunder applicable to such Scientigo SEC Reports
      and
      (b) did not at the time they were filed (or if amended or superseded by a filing
      prior to the date of this Agreement, then on the date of such filing) contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading.

     

    Section
      5.8  Absence
      of Certain Changes or Events.
      Since
      November 11, 2005, except as contemplated by this Agreement, no change has
      occurred which has had or would reasonably be expected to have a Scientigo
      Material Adverse Effect.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    Section
      5.9  Full
      Disclosure.
      No
      representation or warranty of Scientigo or TIGO Search in this Agreement, any
      of
      the Ancillary Agreements, any statement or certificate furnished or to be
      furnished to Find/SVP pursuant to this Agreement or any of the Ancillary
      Agreements, or in connection with the Transactions, contains or will contain
      any
      untrue statement of a material fact, or omit to state a material fact necessary
      to make the statements contained herein or therein not misleading.

     

    ARTICLE
      VI

     

    ADDITIONAL
      AGREEMENTS

     

    Section
      6.1  Further
      Action.
      Each of
      the parties hereto shall use commercially reasonable efforts to (i) take, or
      cause to be taken, all appropriate action, (ii) do or cause to be done all
      things necessary, proper or advisable under applicable Laws, and (iii) execute
      and deliver such documents and other papers, in each instance as may be
      necessary or advisable to carry out the provisions of this Agreement and the
      Ancillary Agreements and consummate and make effective the Transactions
      including, without limitation, to use all commercially reasonable efforts in
      obtaining all authorizations, consents, orders and approvals by any third party
      including, without limitation, all Governmental Authorities, deemed reasonably
      necessary or advisable by TIGO Search, and if any such authorizations, consents,
      orders and approvals cannot be obtained, providing the rights and benefits
      to
      Scientigo and TIGO Search that such authorizations, consents, orders and
      approvals would have provided Scientigo and TIGO Search.

     

    ARTICLE
      VII

     

    CLOSING

     

    Section
      7.1  Scientigo
      and TIGO Search Closing Deliveries.
      At or
      prior to the Closing: 

     

    (a)  Ancillary
      Agreements.
      Scientigo and TIGO Search shall deliver duly executed copies of each of the
      Ancillary Agreements to which they are a party, including, but not limited
      to,
      the Note.

     

    (b)  Cash
      Closing Payment.
      TIGO
      Search shall pay the Cash Closing Payment to Find/SVP.

     

    (c)  Closing
      Consideration TIGO Shares.
      TIGO
      Search shall deliver the Closing Consideration TIGO Shares to
      Find/SVP.

     

    (d)  Closing
      Consideration Scientigo Shares.
      Scientigo shall deliver the Closing Consideration Scientigo Shares to
      Find/SVP.

     

    Section
      7.2  Find/SVP
      Closing Deliveries.
      At or
      prior to the Closing:

     

    (a)  Ancillary
      Agreements.
      Find/SVP shall deliver to Scientigo and TIGO Search duly executed copies of
      each
      of the Ancillary Agreements to which it is a party.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (b)  Consents
      and Approvals.
      Find/SVP shall deliver to Scientigo and TIGO Search, each in form and substance
      satisfactory to Scientigo and TIGO Search in their absolute discretion, all
      authorizations, consents, orders and approvals of all Governmental Authorities
      and officials and all third party consents and estoppel certificates which
      Scientigo and TIGO Search in their absolute discretion deems necessary or
      desirable for the consummation of the Transactions.

     

    ARTICLE
      VIII

     

    INDEMNIFICATION

     

    Section
      8.1  Survival
      of Representations and Warranties.
      

     

    (a)  The
      representations and warranties of Find/SVP contained in this Agreement and
      the
      Ancillary Agreements, as well as any certificates delivered pursuant to the
      terms hereof or thereof, shall survive the Closing until the twelve (12) month
      anniversary thereof; provided,
      however,
      that
      (i) the representations and warranties set forth in Section
      4.8
      and (ii)
      the representations and warranties set forth in Section
      4.9,
      together, the “Find/SVP
      Fundamental Representations and Warranties”)
      shall
      survive until thirty (30) calendar days following the expiration of the
      applicable statute of limitations with respect to the matter in question (giving
      effect to any waiver, mitigation, or extension thereof).

     

    (b)  The
      representations and warranties of TIGO Search and Scientigo contained in this
      Agreement and the Ancillary Agreements shall survive the Closing until the
      twelve (12) month anniversary thereof; provided, however, that the
      representations and warranties set forth in Section
      5.6 and Section 5.8
      (the
“TIGO
      Search Fundamental Representation and Warranties”)
      shall
      survive for the applicable statute of limitations (giving effect to any waiver,
      mitigation or extension thereof).

     

    (c)  Neither
      the period of survival nor the liability of any party hereto with respect to
      its
      representations and warranties shall be reduced by any investigation made at
      any
      time by or on behalf of any other party hereto; provided,
      that
      each party hereto represents that it has no actual knowledge of breaches or
      inaccuracies in any of such representations and warranties of any other party
      hereto. If a written notice has been given prior to the expiration of the
      applicable survival period by the indemnified party to the indemnifying party,
      then the relevant representations and warranties shall survive as to such claim
      until the claim has been finally resolved.

     

    Section
      8.2  Indemnification
      by Find/SVP.
      Scientigo and TIGO Search, and each of their respective Affiliates, officers,
      directors, employees, agents, successors and assigns (each a “Scientigo
      Indemnified Party”)
      shall
      be indemnified and held harmless by Find/SVP for any and all liabilities,
      losses, damages, claims, costs and expenses, interest, awards, judgments and
      penalties (including, without limitation, reasonable attorneys’ and consultants’
fees and expenses) actually suffered or incurred by them (including, without
      limitation, any Action brought or otherwise initiated by any of them) (a
“Loss”),
      by
      Find/SVP for Losses arising out of or resulting from (a) the breach or
      inaccuracy of any representation or warranty made by Find/SVP contained in
      the
      Agreement or any of the Ancillary Agreements, (b) the breach of any covenant
      or
      agreement by Find/SVP contained in the Agreement or any of the Ancillary
      Agreements, and (c) liabilities of Find/SVP, whether arising before or after
      the
      Closing Date, that are not expressly assumed by TIGO Search pursuant to this
      Agreement; provided,
      that,
      to the
      extent that Find/SVP’s’ undertakings set forth in this Section
      8.2
      may be
      unenforceable, Find/SVP shall contribute the maximum amount that it is permitted
      to contribute under applicable Law to the payment and satisfaction of all Losses
      incurred by Scientigo Indemnified Parties. For the avoidance of doubt, Find/SVP
      shall indemnify and hold TIGO Search harmless against any and all Taxes of
      Find/SVP for any taxable period, and any and all Taxes relating or attributable
      to the Domain Names or Licensed Mark for any taxable period or portion thereof
      ending on or prior to the Closing Date, including any and all transfer, sales,
      use, value-added, excise, stamp documentary recording or other similar Taxes
      or
      fees assessed upon or with respect to the transactions contemplated by this
      Agreement.

     

    
      
        
        

      

      
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    Section
      8.3  Indemnification
      by Scientigo and TIGO Search.
      Find/SVP and its Affiliates, officers, directors, employees, agents, successors
      and assigns (each a “Find/SVP
      Indemnified Party”)
      shall
      be indemnified and held harmless by Scientigo for any and all Losses arising
      out
      of or resulting from (i) the breach or inaccuracy of any representation or
      warranty made by Scientigo or TIGO Search contained in the Agreement or any
      of
      the Ancillary Agreements and (ii) the breach of any covenant or agreement by
      Scientigo or TIGO Search contained in the Agreement or any of the Ancillary
      Agreements; provided,
      that,
      to the extent that the Scientigo’s undertakings set forth in this Section
      8.3
      may be
      unenforceable, Scientigo shall contribute the maximum amount that it is
      permitted to contribute under applicable Law to the payment and satisfaction
      of
      all Losses incurred by Find/SVP Indemnified Parties.

     

    Section
      8.4  Limitations
      on Indemnification.
      

     

    (a)  Limitations
      on Indemnification by Find/SVP.

     

    (i)  No
      indemnification payment shall be made to the Scientigo Indemnified Parties
      pursuant to this Article
      VIII
      until
      the amounts that the Scientigo Indemnified Parties would otherwise be entitled
      to receive as indemnification under this Agreement aggregate at least
      twenty-five thousand dollars ($25,000) (the “Indemnification
      Threshold”),
      at
      which time the Scientigo Indemnified Parties shall be indemnified for the full
      amount of such Losses that are in excess of such Indemnified Threshold;
provided,
      however,
      that
      such Indemnification Threshold shall not limit recovery for Losses paid,
      incurred or sustained by the Scientigo Indemnified Parties to the extent (x)
      related to any breach or inaccuracy of the Find/SVP Fundamental Representations
      and Warranties, (y) any breach of any representation or warranty made by
      Find/SVP constitutes fraud or intentional misrepresentation or (z) related
      to
      liabilities that are not expressly assumed by TIGO Search pursuant to this
      Agreement.

     

    (ii)  The
      maximum aggregate amount of Losses or other damages for which indemnity may
      be
      recovered from Find/SVP shall be an amount equal to fifty percent (50%) of
      the
      Transaction Consideration, as may be adjusted pursuant hereto (the “Indemnification
      Cap”);
      provided,
      however,
      that
      the maximum aggregate amount of Losses or other damages for which indemnity
      may
      be recovered from Find/SVP related to (x) any breach or inaccuracy of the
      Find/SVP Fundamental Representations and Warranties or (y) related to
      Liabilities that are not expressly assumed by TIGO Search pursuant to this
      Agreement shall be an amount equal to one hundred percent (100%) of the
      Transaction Consideration, as may be adjusted pursuant hereto; provided
      further, however,
      that
      there shall be no such maximum to the extent related to fraud or intentional
      misrepresentation.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    (b)  Limitations
      on Indemnification by Scientigo Indemnitors.

     

    (i)  No
      indemnification payment shall be made to the Find/SVP Indemnified Parties
      pursuant to this Article
      VIII
      until
      the amounts that the Find/SVP Indemnified Parties would otherwise be entitled
      to
      receive as indemnification under this Agreement aggregate at least the
      Indemnification Threshold, at which time the Find/SVP Indemnified Parties shall
      be indemnified for the full amount of such Losses that are in excess of such
      Indemnification Threshold; provided,
      however,
      that
      such Indemnification Threshold shall not limit recovery for Losses paid,
      incurred or sustained by the Find/SVP Indemnified Parties to the extent (x)
      related to any breach or inaccuracy of the Scientigo Fundamental Representation
      and Warranty or (y) any breach or inaccuracy of any representation or warranty
      made by Scientigo or TIGO Search constitutes fraud.

     

    (ii)  The
      maximum aggregate amount of Losses or other damages for which indemnity may
      be
      recovered from the TIGO Search Indemnitors shall be an amount equal to the
      Indemnification Cap; provided,
      however,
      that
      the Indemnification Cap shall not limit recovery for Losses paid, incurred
      or
      sustained by the Find/SVP Indemnified Parties to the extent (x) related to
      any
      breach or inaccuracy of the Scientigo Fundamental Representation and Warranty
      or
      (y) any breach or inaccuracy of any representation or warranty made
      by
      Scientigo or TIGO Search constitutes
      fraud.

     

    (iii)  For
      purposes of determining the extent of and limitations on indemnification under
      this Article
      VIII,
      the
      amount of any Losses that may be subject to indemnification hereunder will
      be
      determined net of (A) the sum of any amounts recoverable by the applicable
      Scientigo Indemnified Parties or Find/SVP Indemnified Parties (in either case,
      an “Indemnified
      Party”)
      under
      insurance policies with respect to such Loss (after taking into account any
      increase in the premiums payable for such insurance policy reasonably
      attributable to the suffering of such Losses), and (B) any Tax benefit actually
      recognized by the applicable Indemnified Party (or any consolidated, combined
      or
      unitary group of which the Indemnified Party is also a member) in the year
      of
      payment arising as a result of (x) the incurrence or payment of such Loss or
      (y)
      a correlative adjustment that makes allowable to the Indemnified Party or its
      consolidated, combined or unitary group any deduction, amortization, exclusion
      from income or other allowance that would not have been recognized but for
      the
      Loss.

     

    (c)  Each
      Indemnified Party will take all commercially reasonable steps to mitigate all
      Losses upon and after becoming aware of any event or circumstance that could
      reasonably be expected to give rise to any Losses with respect to which
      indemnification may be required hereunder.

     

    (d)  NOTWITHSTANDING
      ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, NO PARTY HERETO SHALL
      BE
      REQUIRED TO INDEMNIFY OR HOLD HARMLESS ANY OTHER PARTY HERETO OR OTHERWISE
      COMPENSATE ANY OTHER PARTY HERETO FOR DAMAGE WITH RESPECT TO EXEMPLARY,
      CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

     

    
      
        
        

      

      
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    Section
      8.5  Notification
      of Claims.
      

     

    (a)  With
      respect to any claim for indemnification hereunder, each Indemnified Party
      shall
      give to Find/SVP or to each Scientigo Indemnitor, as the case may be (in either
      case, the “Indemnitor”),
      notice of any matter which such Indemnified Party has determined has given
      or
      could give rise to a right of indemnification under this Agreement, within
      sixty
      (60) days of such determination, stating the amount of the Loss, if known,
      and
      method of computation thereof, and containing a reference to the provisions
      of
      this Agreement in respect of which such right of indemnification is claimed
      or
      arises; provided,
      however,
      that no
      delay on the part of the Indemnified Party in notifying the Indemnitors shall
      relieve the Indemnitors of any liability or obligations hereunder, except to
      the
      extent that the Indemnitors have been prejudiced thereby, and then only to
      such
      extent.

     

    (b)  The
      obligations of each Indemnitor under this Article
      VIII
      with
      respect to Losses arising from claims of any third party which are subject
      to
      the indemnification provided for in this Article
      VIII
      (“Third
      Party Claims”)
      shall
      be governed by and contingent upon the following additional terms and
      conditions: 

     

    (i)  if
      an
      Indemnified Party shall receive notice of any Third Party Claim, the Indemnified
      Party shall give the Indemnitors notice of such Third Party Claim at the earlier
      to occur of (A) within thirty (30) days of the receipt by the Indemnified Party
      of such notice or (B) within ten (10) days of the date that a responsive
      pleading or similar action is due; provided,
      however,
      that
      the failure to provide such notice shall not release the Indemnitors from any
      of
      its obligations under this Article VII except to the extent the Indemnitors
      are
      materially prejudiced by such failure and shall not relieve the Indemnitors
      from
      any other obligation or liability that it may have to any Indemnified Party
      otherwise than under this Article
      VIII;

     

    (ii)  if
      the
      Indemnitors acknowledge in writing its obligation to indemnify the Indemnified
      Party hereunder pursuant to the terms of this Agreement against any Losses
      that
      may result from such Third Party Claim, then the Indemnitors shall be entitled
      to assume and control the defense of such Third Party Claim at its expense
      and
      through counsel of its choice if it gives notice of its intention to do so
      to
      the Indemnified Party within five (5) days of the receipt of such notice from
      the Indemnified Party; provided,
      however,
      that if
      there exists or is reasonably likely to exist a conflict of interest that would
      make it inappropriate in the reasonable judgment of the Indemnified Party for
      the same counsel to represent both the Indemnified Party and the Indemnitors,
      then the Indemnified Party shall be entitled to retain its own counsel, in
      each
      jurisdiction for which the Indemnified Party determines counsel is required,
      at
      the expense of such Indemnitors;

     

    (iii)  in
      the
      event the Indemnitors exercise the right to undertake any such defense against
      any such Third Party Claim as provided above, the Indemnified Party shall
      cooperate with the Indemnitors in such defense and shall make available to
      the
      Indemnitors, at the Indemnitors’ expense, all witnesses, pertinent records,
      materials and information in the Indemnified Party’s possession or under the
      Indemnified Party’s control relating thereto as is reasonably required by the
      Indemnitors and otherwise reasonably cooperate with the Indemnitors in
      connection with such Third Party Claim;

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    (iv)  in
      the
      event the Indemnified Party is, directly or indirectly, conducting the defense
      against any such Third Party Claim, the Indemnitors shall cooperate with the
      Indemnified Party in such defense and make available to the Indemnified Party,
      at the Indemnitors’ expense, all such witnesses, records, materials and
      information in the Indemnitors’ possession or under the Indemnitors’ control
      relating thereto as is reasonably required by the Indemnified Party;
      and

     

    (v)  no
      such
      Third Party Claim may be settled by the Indemnitors without the written consent
      of the Indemnified Party, which consent shall not be unreasonably withheld
      or
      delayed; provided,
      however,
      if any
      such Third Party Claim is settled with the prior written consent of the
      Indemnified Party, or if there be a final judgment for the plaintiff in any
      such
      action, the Indemnified Party shall be entitled to indemnification for the
      amount of any Loss relating thereto.

     

    Section
      8.6  Offset;
      Payment in Scientigo Common Stock.
      In the
      event that a Scientigo Indemnified Party has suffered a Loss for which it is
      entitled to indemnification from Find/SVP, TIGO Search shall have the right,
      in
      its absolute discretion, to offset any Losses by deducting the aggregate amount
      of such Losses from any amounts payable pursuant to the Note up to a maximum
      of
      100% of the face value of the Note for Losses related to the breach by Find/SVP
      of Fundamental Representations and Warranties, and up to a maximum of 50% of
      the
      face value of the Note for all other Losses; provided,
      however,
      that
      any offset from the amount of the Note payable in Scientigo Common Stock shall
      be valued at $1.3325 per share, as adjusted for any stock splits,
      recapitalization or other capital events of Scientigo occurring after the date
      hereof. Find/SVP may, in its sole discretion, pay any amount of indemnification
      to a Scientigo Indemnified Party in shares of Scientigo Common Stock received
      as
      Transaction Consideration or consideration under the Stock Repurchase Agreement.
      The value ascribed to such Scientigo Common Stock at the time of the
      indemnification payment shall equal $1.3325 per share, as adjusted for any
      stock
      splits, recapitalization or other capital events of Scientigo occurring after
      the date hereof.

     

    Section
      8.7  Exclusive
      Remedy.
      The
      sole and exclusive remedy of the Indemnified Parties with respect to any and
      all
      claims arising out of, in connection with or relating to the subject matter
      of
      this Agreement or any of the Ancillary Agreements will be pursuant to the
      indemnification provisions set forth in this Article
      VIII.
      TIGO
      Search and Scientigo, on behalf of themselves and all other Scientigo
      Indemnified Parties, and Find/SVP, on behalf of itself and all other Find/SVP
      Indemnified Parties, hereby waive, to the fullest extent permitted under
      applicable law, and agrees not to assert in any action or proceeding of any
      kind, any and all rights, claims and causes of action it may now or hereafter
      have other than claims for indemnification asserted as permitted by and in
      accordance with the provisions set forth in this Article
      VIII.
      Notwithstanding anything in this Article
      VIII
      to the
      contrary, nothing in this Agreement shall limit (a) any right or remedy for
      fraud or (b) any equitable remedy, including a preliminary or permanent
      injunction or specific performance.

     

    Section
      8.8  Reduction
      in Transaction Consideration.
      Any
      amounts paid for indemnification under Article
      VIII
      by
      Find/SVP shall be deemed to be an adjustment to the Transaction
      Consideration.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    ARTICLE
      IX

     

    Section
      9.1  Expenses.
      Except
      as otherwise specified in this Agreement, all costs and expenses, including,
      without limitation, fees and disbursements of counsel, financial advisors and
      accountants, incurred in connection with this Agreement and the Transactions
      shall be paid by the party incurring such costs and expenses, whether or not
      the
      Closing shall have occurred; provided
      that all
      such costs and expenses of TIGO Search shall be paid by Scientigo.

     

    Section
      9.2  Notices.
      All
      notices, requests, claims, demands and other communications hereunder shall
      be
      in writing and shall be deemed given or made if delivered personally or by
      commercial delivery service, or sent via telecopy (receipt confirmed) to the
      parties at the following addresses or telecopy numbers to the respective parties
      hereto at their addresses set forth below (or at such other address for a party
      hereto as shall be specified in a notice given in accordance with this
Section
      9.2).

     

    (a) If
      to
      Find/SVP: 

     

    Find/SVP,
      Inc.

    625
      Avenue of the Americas

    New
      York,
      New York 10011-2020

    Fax:
      (212) 645-7681 

    Attention:
       David
      Walke, Chief Executive Officer

    Peter
      Stone, Chief Financial Officer

     

    with
      a
      copy to:

     

    Kane
      Kessler, P.C.

    1350
      Avenue of the Americas

    26th
      Floor

    New
      York,
      New York 10019

    Fax:
      (212) 245-3009

    Attention:
       Mitchell
      D. Hollander, Esq.

     

    (b) If
      to
      Scientigo or TIGO Search:

     

    Scientigo,
      Inc.

    6701
      Carmel Road

    Suite
      205

    Charlotte,
      North Carolina 28226

    Fax:
      (866) 821-1668

    Attention: Doyal
      Bryant, Chief Executive Officer

     

    with
      a
      copy to:

     

    Wilson
      Sonsini Goodrich & Rosati, P.C.

    Two
      Fountain Square, Reston Town Center

    11921
      Freedom Drive, Suite 600

    Reston,
      VA 20190-5634

    Fax:
      (703) 734-3100 

    Attn:
      Trevor Chaplick, Esq.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    Section
      9.3  Public
      Announcements.
      Unless
      otherwise required by Law (including, without limitation, applicable securities
      Laws) or by regulatory authority, prior to the Closing, no disclosure (whether
      or not in response to an inquiry) of the subject matter of this Agreement shall
      be made by any party hereto (other than as contemplated by this Agreement and
      other than a press release and Form 8-K filed by Scientigo in connection with
      the execution of this Agreement) unless approved by Scientigo, TIGO Search
      and
      Find/SVP prior to release; provided,
      that
      such approval shall not be unreasonably withheld or delayed. Notwithstanding
      the
      immediately preceding sentence, in the event that Scientigo or TIGO Search
      are
      required by law to make any such disclosure, Scientigo or TIGO Search, as the
      case may be, shall notify Find/SVP prior to making such disclosure and shall
      use
      commercially reasonable efforts to give Find/SVP an opportunity to comment
      on
      such disclosure.

     

    Section
      9.4  Headings.
      The
      descriptive headings contained in this Agreement are for convenience of
      reference only and shall not affect in any way the meaning, construction or
      interpretation of this Agreement.

     

    Section
      9.5  Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any Law or public policy, all other terms and provisions
      of
      this Agreement shall nevertheless remain in full force and effect so long as
      the
      economic or legal substance of the Transactions is not affected in any manner
      materially adverse to any party. Upon such determination that any term or other
      provision is invalid, illegal or incapable of being enforced, the parties hereto
      shall negotiate in good faith to modify this Agreement so as to effect the
      original intent of the parties as closely as possible in an acceptable manner
      in
      order that the Transactions are consummated as originally contemplated to the
      greatest extent possible.

     

    Section
      9.6  Entire
      Agreement.
      This
      Agreement and the Ancillary Agreements constitute the entire agreement of the
      parties hereto with respect to the subject matter hereof and supersedes all
      prior agreements, representations, undertakings and understandings, both written
      and oral, between Find/SVP and TIGO Search with respect to the subject matter
      hereof.

     

    Section
      9.7  Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of each of the parties hereto and their respective successors and
      permitted assigns. Neither this Agreement nor any rights, benefits or
      obligations set forth herein may be assigned by any of the parties hereto
      without the express written consent of the other parties hereto.

     

    Section
      9.8  No
      Third Party Beneficiaries.
      This
      Agreement shall be binding upon and inure solely to the benefit of the parties
      hereto and their permitted assigns and nothing herein, express or implied,
      is
      intended to or shall confer upon any other Person, including, without
      limitation, any union or any employee or former employee of Find/SVP, any legal
      or equitable right, benefit or remedy of any nature whatsoever, including,
      without limitation, any rights of employment for any specified period, under
      or
      by reason of this Agreement.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    Section
      9.9  Amendment.
      This
      Agreement may not be amended, modified or supplemented except by an instrument
      in writing signed by, or on behalf of, Find/SVP, Scientigo and TIGO
      Search.

     

    Section
      9.10     Governing
      Law.
      THIS
      AGREEMENT AND THE OBLIGATIONS OF EACH PARTY ARISING HEREUNDER SHALL BE GOVERNED
      BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
      DELAWARE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS,
      AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

     

    Section
      9.11     Jurisdiction
      and Venue.
      Each of
      the parties hereto irrevocably consents to the exclusive jurisdiction and venue
      of any court within the State of Delaware in connection with any matter based
      upon or arising out of this Agreement or the matters contemplated herein, agrees
      that process may be served upon them in any manner authorized by the laws of
      the
      State of Delaware for such persons and waives and covenants not to assert or
      plead any objection which they might otherwise have to such jurisdiction, venue
      and such process.

     

    Section
      9.12     Waiver
      of Jury Trial.
      EACH OF
      THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND
      ANY
      ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR
      OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY
      PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
      HEREOF.

     

    Section
      9.13     Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but which, upon execution, shall constitute one and
      the same agreement.

     

    Section
      9.14     Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event any
      provision of this Agreement was not performed in accordance with the terms
      hereof and that the parties shall be entitled to specific performance of the
      terms hereof, in addition to any other remedy at Law or equity, without the
      necessity of demonstrating the inadequacy of money damages.

     

    Section
      9.15     Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of construction providing
      that ambiguities in an agreement or other document will be construed against
      the
      party drafting such agreement or document. As used in this Agreement, the words
      “include” and “including,” and variations thereof, shall not be deemed to be
      terms of limitation, but rather shall be deemed to be followed by the words
      “without limitation.”

     

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        -22-

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
      the
      date first written above.

     

     

    
      	 	 	 
	 	SCIENTIGO,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title 


    

     

    
      
        	 	 	 
	 	TIGO
                SEARCH, INC.
	 
 	 
 	 
 
	
              	By:  	 
	 	
                
Name:
	 	Title 


      

       

      
        
          	 	 	 
	 	FIND/SVP,
                  INC.
	 
 	 
 	 
 
	
                	By:  	 
	 	
                  
Name:
	 	Title 


        

      

      


 

    

    


    


    


    


    


    


    


     

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