JUNE
      2008 AMENDMENT AGREEMENT

     

    THIS
      JUNE
      2008 AMENDMENT AGREEMENT (this “Agreement”)
      is
      made as of June 12, 2008, among Customer Acquisition Network Holdings, Inc.,
      a
      Delaware corporation (the “Company”),
      the
      Subsidiaries, and Longview Marquis Master Fund, L.P., a British Virgin Islands
      limited partnership (“Buyer”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company, Buyer and Alpha Capital Anstalt, a Lichtenstein corporation
      (“Alpha”
and,
      together with Buyer, the “Original
      Buyers”),
      entered into that certain Securities Purchase Agreement, dated as of November
      15, 2007 (as amended, restated, supplemented or otherwise modified and in effect
      from time to time, the “Purchase
      Agreement”),
      pursuant to which the Company issued to the Original Buyers senior secured
      notes
      in an aggregate original principal amount of $5,000,000 (such notes, together
      with any promissory notes or other securities issued in exchange or substitution
      therefor or replacement thereof, and as any of the same may be amended,
      restated, supplemented or otherwise modified and in effect from time to time,
      each a “Note”
and,
      collectively, the “Notes”)
      (capitalized terms used but not otherwise defined herein shall have the meanings
      ascribed to them in the Buyer Note (as defined below), or if not defined in
      the
      Buyer Note, as defined in the Purchase Agreement);

     

    WHEREAS,
      on the date hereof, Note No. VAM-001 issued to Buyer in the principal amount
      of
      $4,388,889.00 remains outstanding (the “Buyer
      Note”);
      

     

    WHEREAS,
      the Company is contemplating a sale of the business (the “Options
      Business”)
      operated by Options Acquisition Sub, Inc. (“Options”),
      whether by sale of the capital stock of Options, sale of all of the assets
      of
      Options (such assets being referred to herein as the “Options
      Assets”),
      merger or otherwise (the “Options
      Sale”);

     

    WHEREAS,
      the potential purchaser of the Options Business in the Options Sale (the
“Options
      Purchaser”)
      is
      contemplating the sale of equity securities to fund the purchase price to be
      delivered to the Company pursuant to the Options Sale (any such sale (or sales)
      of equity securities consummated to fund the purchase price for the Options
      Sale, or otherwise consummated after the date hereof and prior to, or
      concurrently with, the consummation of the Options Sale, the “Equity
      Financing”);
      and

     

    WHEREAS,
      the Company and Buyer desire to amend the terms of the Buyer Note as provided
      herein.

     

    NOW,
      THEREFORE, in consideration of the agreements, provisions and covenants
      contained herein and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, each of the undersigned agrees
      as
      follows:

     

    1. Amendment
      of the Buyer Note.

     

    a. Buyer
      hereby agrees with the Company that, subject to, and effective upon, the receipt
      by Buyer of cash in the amount of $50,000 (the “Extension
      Amount”),
      by
      wire transfer of immediately available funds in accordance with the instructions
      set forth on Exhibit A
      hereto,
      from the Company by no later than 5:00 p.m. New York time, on June 13, 2008
      (such time and date, the “Payment
      Deadline”),
      the
      definition of “Maturity
      Date”
set
      forth in the Appendix to the Buyer Note shall be amended to read in its entirety
      as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Maturity
      Date”
means
      June 20, 2008.”

     

    b. In
      the
      event that Buyer does not receive the Extension Amount by the Payment Deadline,
      this Agreement shall be null and void and of no further force and effect, and
      the Buyer Note shall not be amended in the manner set forth in this Section 1
      (i.e.,
      the definition of “Maturity
      Date”
in
      the
      Buyer Note shall remain as originally set forth therein). 

     

    2. Consent
      to Sale of Options Business; Further Amendment of the Buyer Note; and Limited
      Waiver.
      

     

    a. Provided
      that Buyer receives the Extension Amount by the Payment Deadline, Buyer hereby
      (i) consents to the Option Sale, and (ii) authorizes and directs the Collateral
      Agent to take all steps necessary to, contemporaneously with the consummation
      of
      the Options Sale, release any security interest of the Collateral Agent in
      the
      Options Assets and, in the event of an Options Sale that is in the form of
      a
      sale, assignment, transfer or merger which involves the transfer of the capital
      stock of Options, any security interest of the Collateral Agent in the capital
      stock of Options; provided, however, that such consent to the Options Sale
      and
      such agreement to the release of security interest are subject to, and
      contingent upon, the satisfaction in full of each of the following conditions
      (the failure to satisfy any of which shall cause such consent and agreement
      to
      be null and void and of no further force or effect): 

     

    (i) the
      Options Purchaser is a company subject to the reporting requirements of Section
      13 of the Securities Exchange Act of 1934, as amended (the “1934
      Act”),
      and
      the common stock of which is listed on a national securities exchange or quoted
      on the OTC Bulletin Board; 

     

    (ii) as
      consideration for the Options Sale, the Company receives from the Options
      Purchaser, at the closing of the Options Sale, (A) (I) no less than $2,000,000
      in unrestricted, net cash proceeds (“Cash
      Proceeds”),
      (II)
      a secured promissory note (any secured promissory note issued by the Options
      Purchaser to the Company pursuant to the Options Sale, an “Options
      Note”) in
      an
      aggregate principal amount representing no less than the result of $4,000,000,
      minus the amount of such Cash Proceeds, and (III) common stock of the Options
      Purchaser that represents no less than thirty percent (30%) of the outstanding
      equity (in terms of both economic interests and voting power) of the Options
      Purchaser, on a fully-diluted basis (provided that for purposes of calculating
      outstanding equity of the Options Purchaser on a fully-diluted basis pursuant
      to
      this Section
      2(a)(ii),
      outstanding equity of the Options Purchaser on a fully-diluted basis shall
      exclude shares of restricted common stock, and shares of common stock issuable
      upon exercise of options, issued or issuable to officers, directors and
      employees of the Options Purchaser and its subsidiaries for bona fide services
      rendered thereto), immediately following the consummation of the Options Sale
      (the common stock of Options Purchaser received by the Company in connection
      with the Options Sale, the “Purchaser
      Equity”),
      in
      the event that the aggregate amount raised in the Equity Financing (the
“Equity
      Financing Amount”)
      is
      less than or equal to $2,500,000; or (B) (I) Cash Proceeds in an amount equal
      to
      no less than eighty percent (80%) of the Equity Financing Amount, (II) an
      Options Note in an aggregate principal amount representing no less than the
      result of $4,000,000, minus the amount of such Cash Proceeds, and (III) common
      stock of the Options Purchaser that represents no less than thirty percent
      (30%)
      of the outstanding equity (in terms of both economic interests and voting power)
      of the Options Purchaser, on a fully-diluted basis, immediately following the
      consummation of the Options Sale , in the event that the Equity Financing Amount
      is greater than $2,500,000, but less than $5,000,000; or (C) (I) $4,000,000
      in
      Cash Proceeds, in the event that the Equity Financing Amount is equal to or
      greater than $5,000,000, and (II) common stock of the Options Purchaser that
      represents no less than twenty-three percent (23%) (or, in the event that the
      Equity Financing Amount is equal to or greater than $7,000,000, twenty-one
      percent (21%)) of the outstanding equity (in terms of both economic interests
      and voting power) of the Options Purchaser, on a fully-diluted basis,
      immediately following the consummation of the Options Sale;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (iii) a
      portion
      of the Cash Proceeds is used by the Company to redeem at least $1,250,000 of
      the
      Principal of the Buyer Note, in accordance with Section 3(b) of the Buyer Note,
      by wire transfer of immediately available funds to Buyer, prior to or
      contemporaneously with the consummation of the Options Sale; provided, however,
      that in the event that the Equity Financing Amount is greater than $2,500,000,
      but less than $5,000,000, then a portion of the Cash Proceeds is used by the
      Company to redeem Principal of the Buyer Note in an amount equal to at least
      fifty percent (50%) of the Equity Financing Amount, in accordance with Section
      3(b) of the Buyer Note; provided, further, however, that in the event that
      the
      Equity Financing Amount is greater than $5,000,000, then a portion of the Cash
      Proceeds is used by the Company to redeem at least $2,500,000 of the Principal
      of the Buyer Note, in accordance with Section 3(b) of the Buyer Note, in any
      such case by wire transfer of immediately available funds to Buyer,
      contemporaneously with the consummation of the Options Sale;

     

    (iv) immediately
      following the Options Sale, Buyer has a valid first priority, perfected security
      interest in all of the Cash Proceeds, other than the Cash Proceeds used to
      redeem or repay a portion of the Principal or accrued Interest under the Buyer
      Note (as amended hereby on the date hereof and as may be further amended hereby)
      in accordance with clause (iii) above, pursuant to an Account Control Agreement,
      in the Purchaser Equity pursuant to a Pledge Agreement, and in the Options
      Note,
      if any;

     

    (v) contemporaneously
      with the closing of the Options Sale, the Company delivers to Buyer (A) all
      certificates representing the Purchaser Equity, with
      undated assignments separate from certificates or stock powers duly executed
      in
      blank by the Company and irrevocable proxies, each in a form acceptable to
      Buyer, and
      (B)
      the Options Note, if any, with
      an
      allonge thereto, substantially in the form attached hereto as Exhibit
      B;

     

    (vi) contemporaneously
      with the closing of the Options Sale, the Options Note, if required, is secured
      by all of the assets of the Options Purchaser pursuant to a security agreement
      substantially in the form attached hereto as Exhibit
      C;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii) the
      Options Purchaser, by operation of law or otherwise, accepts and assumes, and
      the Company and its subsidiaries are released from, all of the obligations
      and
      liabilities of any nature of Options or otherwise related to the Options
      Business or the Options Assets, whether fixed or unfixed, known or unknown,
      secured or unsecured, absolute, accrued, contingent or otherwise and whether
      due
      or to become due (including account payables and any remaining “earn-out”
obligations incurred in connection with the Company’s initial acquisition of the
      Options Business pursuant to that certain Agreement and Plan of Merger, dated as
      of January 4, 2008 (the “Options Merger
      Agreement”),
      among
      the Company, Options and Options Newsletter, Inc. (“Newsletter”));

     

    (viii) Options
      Purchaser agrees that from the date of consummation of the Options Sale until
      the earlier of August 30, 2008 and the first date on which all Principal of,
      and
      accrued Interest on, the Buyer Note is paid in full, the Options Purchaser
      shall
      not incur, or suffer to exist, any Indebtedness or Liens (as such terms are
      defined in the Purchase Agreement) other than Permitted Indebtedness and
      Permitted Liens (as such terms are defined in the Purchase Agreement, provided
      that such terms shall be construed as if such terms were applied to the Options
      Purchaser, rather than the Company and the Subsidiaries) and Indebtedness
      pursuant to the Options Note, if any, and Liens in favor of the Company securing
      the Options Purchaser’s obligations under the Options Note;

     

    (ix) on
      the
      date of consummation of the Options Sale (the “Options
      Sale Closing Date”),
      there
      is not any breach or violation by the Company or the Subsidiaries of any of
      the
      representations, warranties, covenants and other provisions contained in, or
      default under, this Agreement, the Purchase Agreement, the Buyer Note (as
      amended hereby on the date hereof and as may be further amended hereby) or
      any
      of the other Transaction Documents, there is not any Event of Default or any
      continuing event that with the passage of time or the giving of notice, or
      both,
      would constitute an Event of Default, and the representations and warranties
      of
      the Company contained herein are true and correct in all respects; 

     

    (x) Buyer
      receives a certificate, executed by the Chief Executive Officer of the Company,
      dated as of the date of consummation of the Options Sale, to the effect that
      the
      Company has satisfied the conditions set forth in this Section
      2(a)
      and as
      to such other matters as may be reasonably requested by Buyer; and

     

    (xi) the
      Options Sale Closing Date occurs on or prior to June 20, 2008.

     

    b. Buyer
      hereby agrees with the Company that, subject to, and effective upon, the
      consummation of the Options Sale, as permitted by Section
      2
      hereof,
      and the redemption of the applicable portion of the Principal of the Buyer
      Note
      (as amended by Section
      1(a)
      hereof
      and as may be further hereby) as required by Section
      2(a)(iii)
      hereof
      as a condition to the consummation of the Options Sale (the time and date of
      such consummation and redemption, the “Condition
      Satisfaction Date”),
      the
      Buyer Note shall be amended, effective as of the Condition Satisfaction Date,
      as
      follows:

     

    (i) the
      definitions of “Interest
      Rate”
and
      “Maturity
      Date”
set
      forth in the Appendix to the Buyer Note shall be amended to read in their
      entirety as follows:

     

    “‘Interest
      Rate”
means
      twelve percent (12.00%) per annum.

     

    “Maturity
      Date”
means
      August 30, 2008.’”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii) The
      principal amount of the Buyer Note shall be increased such that the principal
      amount of the Buyer Note equals the result of (X) the sum of (A) the outstanding
      principal amount of the Buyer Note as of the date of consummation of the Options
      Sale after giving effect to the redemption of Principal of the Buyer Note in
      accordance with Section
      2(a)(iii)
      hereof
      (the “Remaining
      Principal Amount”),
      and
      (B) $350,000 multiplied by a fraction, the numerator of which is the Remaining
      Principal Amount, and the denominator of which is $4,388,889, LESS (Y) the
      Extension Amount (such result, the “Amended
      Principal Amount”),
      and,
      accordingly, all references in the Buyer Note to the number “$4,388,889.00” and
“Four Million Three Hundred Eighty-Eight Thousand Eight Hundred Eighty-Nine
      Dollars” shall be replaced with the Amended Principal Amount.

     

    c. Buyer
      hereby agrees with the Company that, subject to, and effective upon, the
      Condition Satisfaction Date, Buyer hereby waives any breach of a representation
      or warranty set forth in Section 3 of the Purchase Agreement, to the extent,
      and
      solely to the extent, such breach resulted solely from the status of the Company
      as a “shell company” (as defined in Rule 12b-2 promulgated under the 1934 Act)
      prior to the Company’s consummation on August 31, 2007 of the merger
      contemplated by that certain Agreement and Plan of Merger, dated as of August
      31, 2007, among the Company, Desktop Interactive, Inc., Customer Acquisition
      Network, Inc. and Desktop Acquisition Sub, Inc., and acknowledges that Buyer
      shall have no rights or remedies against the Company as a result of any such
      breach. The limited waiver set forth in this Section
      2(c)
      is not,
      nor shall it be deemed to be, a waiver under any other circumstance or a waiver
      of any other condition, requirement, provision or breach of, or rights under,
      this Agreement, the Buyer Note (as amended hereby on the date hereof and as
      may
      be further amended hereby), any of the other Transaction Documents or any other
      agreement or instrument, and shall not be deemed to establish a custom or course
      of dealing. Buyer acknowledges that as of the date hereof it is not aware of
      any
      breaches or defaults by the Company or any of the Subsidiaries under the
      Purchase Agreement, the Buyer Note or the other Transaction Documents, other
      than any breach that has been expressly waived by Buyer pursuant to this
Section
      2(c).

     

    3. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to Buyer that:

     

    a. Authorization;
      Enforcement; Validity.
      Each of
      the Company and the Subsidiaries has the requisite corporate power and authority
      to enter into and perform its obligations under this Agreement and the Buyer
      Note (as amended by Section
      1(a)
      hereof
      and as may be further amended by Section
      2(b)
      hereof).
      The execution and delivery of this Agreement by the Company and the Subsidiaries
      and the consummation of the transactions contemplated hereby and thereby and
      by
      the Buyer Note (as amended by Section
      1(a)
      hereof
      and as may be further amended by Section
      2(b)
      hereof)
      have been duly authorized by the respective boards of directors of the Company
      and the Subsidiaries, and no further consent or authorization is required by
      the
      Company, the Subsidiaries or their respective boards of directors or
      shareholders. This Agreement has been duly executed and delivered by the Company
      and each of the Subsidiaries, and each of this Agreement and the Buyer Note
      (as
      amended by Section
      1(a)
      hereof
      and as may be further amended by Section
      2(b)
      hereof)
      constitutes a valid and binding obligation of each of the Company and the
      Subsidiaries (as applicable), enforceable against each of the Company and the
      Subsidiaries (as applicable) in accordance with its terms, except as such
      enforceability may be limited by general principles of equity or applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
      laws
      relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    b. Issuance
      of Securities.
      The
      amendment of the Buyer Note in accordance with each of Sections
      1(a)
      and
2(b)
      is
      exempt from registration under the Securities Act of 1933, as amended, and
      applicable state securities laws, based upon the representation made by Buyer
      herein that Buyer is an “accredited investor.”

     

    c. No
      Conflicts.
      The
      execution and delivery of this Agreement by each of the Company and the
      Subsidiaries, the performance by each of the Company and the Subsidiaries (as
      applicable) of their respective obligations hereunder and under the Buyer Note
      (as amended hereby on the date hereof and as may be further amended hereby)
      and
      the consummation by each of the Company and the Subsidiaries (as applicable)
      of
      the transactions contemplated hereby and by the Buyer Note (as amended by
Section
      1(a)
      hereof
      and as may be further amended by Section
      2(b)
      hereof)
      will not (i) result in a violation of the certificate of incorporation or the
      bylaws of the Company or the organizational documents of any Subsidiary; (ii)
      conflict with, or constitute a breach or default (or an event which, with the
      giving of notice or lapse of time or both, constitutes or would constitute
      a
      breach or default) under, or give to others any right of termination, amendment,
      acceleration or cancellation of, or other remedy with respect to, any agreement,
      indenture or instrument to which the Company or any of the Subsidiaries is
      a
      party; or (iii) result in a violation of any law, rule, regulation, order,
      judgment or decree (including federal and state securities laws and regulations)
      applicable to the Company or any of the Subsidiaries or by which any property
      or
      asset of the Company or any of the Subsidiaries is bound or affected. Neither
      the Company nor any of the Subsidiaries is required to obtain any consent,
      authorization or order of or, except as required by Section
      6
      below,
      make any filing or registration with, any court or governmental agency or any
      regulatory or self-regulatory agency in order for it to execute, deliver or
      perform any of its obligations under, or contemplated by, this Agreement or
      the
      Buyer Note (as amended hereby on the date hereof and as may be further amended
      hereby).

     

    d. No
      Breach or Default.
      As of
      the date hereof, neither the Company nor any Subsidiary is in breach or
      violation of any representation, warranty, covenant of other provision of,
      or in
      default under, the Purchase Agreement, the Buyer Note, or any of the other
      Transaction Documents, other than any breach that has been expressly waived
      by
      Buyer pursuant to Section
      2(c)
      hereof.

     

    e. Options
      Assets.
      Except
      as set forth on Schedule
      3(e),
      as of
      the date hereof the assets of Options consist of, and at the time of the Options
      Sale the assets of Options (constituting the Options Assets to be sold in the
      Options Sale) will consist of, solely those assets acquired by the Company
      or
      the Subsidiaries pursuant to the Options Merger Agreement. The only business
      conducted by Options as of the date hereof, and the only business that will
      be
      conducted by Options through the consummation of the Options Sale (constituting
      the Options Business to be sold in the Options Sale), is the business conducted
      by Newsletter prior to the consummation of the merger contemplated by the
      Options Merger Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    f. Outstanding
      Note.
      As of
      the date hereof, the Buyer Note is the only Note outstanding.

     

    g. Shell
      Company Status.
      The
      Company has not been a “shell company” (as defined in Rule 12b-2 promulgated
      under the 1934 Act) at any after August 31, 2007.

     

    4. Representation
      and Warranties of Buyer.
      Buyer
      represents and warrants to the Company that (a) Buyer is a validly existing
      limited partnership and has the requisite limited partnership power and
      authority to enter into and perform its obligations under this Agreement, (b)
      this Agreement has been duly and validly authorized, executed and delivered
      on
      behalf of Buyer and is a valid and binding agreement of Buyer, enforceable
      against Buyer in accordance with its terms, and (c) Buyer is an “accredited
      investor,” as that term is defined in Rule 501(a) of Regulation D.

     

    5. Acknowledgment
      of the Company and the Subsidiaries.
      The
      Company and each of the Subsidiaries hereby irrevocably and unconditionally
      acknowledge, affirm and covenant to Buyer that:

     

    a. Buyer
      is
      not in default under any of the Transaction Documents and has not otherwise
      breached any obligations to the Company or any of the Subsidiaries;
      and

     

    b. there
      are
      no offsets, counterclaims or defenses to the Liabilities (as defined in the
      Security Agreement) or Obligations (as defined in the Guaranty), including
      the
      liabilities and obligations of the Company under the Buyer Note (as amended
      hereby on the date hereof and as may be further amended hereby), or to the
      rights, remedies or powers of Buyer in respect of any of the Liabilities or
      Obligations or any of the Transaction Documents, and the Company and each of
      the
      Subsidiaries agree not to interpose (and each does hereby waive and release)
      any
      such defense, set-off or counterclaim in any action brought by Buyer with
      respect thereto.

     

    6. Covenants. Prior
      to
      5:30 p.m., New York time, on June 23, 2008, the Company shall file a current
      report on Form 8-K (the “Amendment
      Form 8-K”)
      with
      the Securities and Exchange Commission (the “SEC”), describing
      the terms of this Agreement and including this Agreement as an exhibit thereto,
      in the form required by the 1934 Act. From and after the filing of this
      Amendment Form 8-K with the SEC, Buyer shall not be in possession of any
      material nonpublic information received from the Company or any of its
      affiliates, officers, directors, employees or agents as a result of this
      Agreement or any of the matters referred to herein.

     

    7. Expenses.
      The
      Company hereby covenants and agrees to promptly reimburse Buyer for all of
      its
      out-of-pocket fees, costs and expenses, including attorneys’ fees and expenses,
      up to an aggregate of $20,000, incurred in connection with the drafting,
      negotiation and execution of this Agreement and the consummation of the
      transactions contemplated hereby, including by reimbursement of all of such
      fees, costs and expenses incurred by Buyer through the date hereof within one
      (1) Business Day after notification thereof. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8. Avoidance
      of Doubt.
      The
      parties hereto hereby agree, for the avoidance of doubt, that (a) the term
      “Notes”
as
      used
      in the Transaction Documents shall mean the Buyer Note, as, and to the extent,
      amended by this Agreement, and (b) the terms “Liabilities”
and
      “Obligations”
as
      used
      in the Transaction Documents shall include all liabilities and obligations
      of
      the Company under this Agreement, under the Buyer Note (as amended hereby on
      the
      date hereof and as may be further amended hereby) and under the other
      Transaction Documents, and this Agreement shall be included within the meaning
      of the term “Transaction
      Documents,”
and
      each of the parties hereto agrees not to take any contrary positions.


     

    9. Reservation
      of Rights.
      Except
      as expressly set forth in (and subject to the terms and conditions of)
Section
      2(c)
      hereof,
      Buyer has not hereby waived, or agreed to waive, (a) any breach, default or
      Event of Default that may be continuing under any of the Transaction Documents
      or (b) any of Buyer’s rights or remedies arising from any such breach, default
      or Event of Default or otherwise available under the Transaction Documents
      or at
      law. Buyer expressly reserves all such rights and remedies.

     

    10. Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and permitted assigns. The successors
      and
      assigns of such entities shall include their respective receivers, trustees
      or
      debtors-in-possession.

     

    11. Further
      Assurances.
      The
      Company hereby agrees from time to time, as and when requested by Buyer, to
      execute and deliver or cause to be executed and delivered, all such documents,
      instruments and agreements, including secretary’s certificates, stock powers and
      irrevocable transfer agent instructions, and to take or cause to be taken such
      further or other action, as Buyer may reasonably deem necessary or desirable
      in
      order to carry out the intent and purposes of this Agreement, the Buyer Note
      (as
      amended hereby on the date hereof and as may be further amended hereby) and
      the
      other Transaction Documents.

     

    12. Rules
      of Construction.
      All
      words in the singular or plural include the singular and plural and pronouns
      stated in either the masculine, the feminine or neuter gender shall include
      the
      masculine, feminine and neuter, and the use of the word “including” in this
      Agreement shall be by way of example rather than limitation.

     

    13. Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than the State
      of
      New York. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in the City of New York, borough of
      Manhattan, for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such suit, action or proceeding is brought in an
      inconvenient forum or that the venue of such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
      TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    14. Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to each other party.
      In
      the
      event that any signature to this Agreement or any amendment hereto is delivered
      by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
      such signature shall create a valid and binding obligation of the party
      executing (or on whose behalf such signature is executed) with the same force
      and effect as if such facsimile or “.pdf” signature page were an original
      thereof. No party hereto shall raise the use of a facsimile machine or e-mail
      delivery of a “.pdf” format data file to deliver a signature to this Agreement
      or any amendment hereto or the fact that such signature was transmitted or
      communicated through the use of a facsimile machine or e-mail delivery of a
      “.pdf” format data file as a defense to the formation or enforceability of a
      contract, and each party hereto forever waives any such defense.

     

    15. Section
      Headings.
      The
      section headings herein are for convenience of reference only, and shall not
      affect in any way the interpretation of any of the provisions
      hereof.

     

    16. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rule of strict construction
      will
      be applied against any party.

     

    17. Merger.
      This
      Agreement, the Buyer Note (as amended hereby on the date hereof and as may
      be
      further amended hereby) and the other Transaction Documents represent the final
      agreement of each of the parties hereto with respect to the matters contained
      herein and may not be contradicted by evidence of prior or contemporaneous
      agreements, or prior or subsequent oral agreements, among any of the parties
      hereto. Except as expressly set forth in this Agreement, in the Buyer Note
      (as
      amended hereby on the date hereof and as may be further amended hereby) and
      the
      other Transaction Documents, neither the Company nor Buyer makes any
      representation, warranty, covenant or undertaking with respect to such
      matters.

     

    18. Interpretative
      Matters.
      Unless
      the context otherwise requires, (i) all references to Sections, Schedules,
      Appendices or Exhibits are to Sections, Schedules, Appendices or Exhibits
      contained in or attached to this Agreement, (b) words in the singular or plural
      include the singular and plural and pronouns stated in either the masculine,
      the
      feminine or neuter gender shall include the masculine, feminine and neuter,
      (c)
      the words “hereof,” “herein” and words of similar effect shall reference this
      Agreement in its entirety, and (d) the use of the word “including” in this
      Agreement shall be by way of example rather than limitation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    19. Reaffirmation.
      Each of
      the Company and the Subsidiaries as issuer, debtor, grantor, pledgor, mortgagor,
      guarantor or assignor, or in other any other similar capacity in which such
      Person grants liens or security interests in its property or otherwise acts
      as
      accommodation party or guarantor, as the case may be, hereby (i) acknowledges
      and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms
      all
      of its obligations, contingent or otherwise, under each of the Transaction
      Documents, including the Buyer Note (as amended hereby on the date hereof and
      as
      may be further amended hereby) to which it is a party (after giving effect
      hereto) and (iii) to the extent such Person granted liens on or security
      interests in any of its property pursuant to any such Transaction Document
      as
      security for or otherwise guaranteed the Liabilities under or with respect
      to
      the Transaction Documents, ratifies and reaffirms such guarantee and grant
      of
      security interests and liens and confirms and agrees that such security
      interests and liens hereafter secure all of the Liabilities (as amended hereby
      on the date hereof and as may be further amended hereby). Each of the Company
      and the Subsidiaries hereby consents to this Agreement and acknowledges that
      each of the Transaction Documents, including the Buyer Note (as amended hereby
      on the date hereof and as may be further amended hereby), remains in full force
      and effect and is hereby ratified and reaffirmed.

     

    [Remainder
      of page intentionally left blank; Signature page
      follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
      of
      the undersigned as of the date first above written.

    


    
      	 	
              COMPANY:
                

               

              CUSTOMER
                ACQUISITION NETWORK HOLDINGS, INC. 

               

            
	 	
              By:

            	
              /s/
                Michael D. Mathews

            
	 	
              Name:

            	
              Michael
                D. Mathews   

            
	 	
              Title:

            	
              Chief
                Executive Officer  

            
	 	
               

              SUBSIDIARIES:
                

               

              CUSTOMER
                ACQUISITION NETWORK, INC. 

               

            
	 	
              By:

            	
              /s/
                Michael D. Mathews

            
	 	
              Name:

            	
              Michael
                D. Mathews   

            
	 	
              Title:

            	
              Chief
                Executive Officer  

            
	 	
               

              DESKTOP
                ACQUISITION SUB, INC. 

               

            
	 	
              By:

            	
              /s/
                Michael D. Mathews

            
	 	
              Name:

            	
              Michael
                D. Mathews   

            
	 	
              Title:

            	
              Chief
                Executive Officer  

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              BUYER:

            
	 
	
              LONGVIEW
                MARQUIS MASTER FUND, L.P.

            
	 
	
              By:

            	
              Viking
                Asset Management, LLC

            
	
              Its:

            	
              Investment
                Advisor

            
	 	 
	
              By:

            	
              /s/
                S. Michael Rudolph

            
	
              Name:

            	
              S.
                Michael Rudolph

            
	
              Title:

            	
              Chief
                Financial Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    Wire
      Instructions


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

     

    Form
      of Options Note and Form of Allonge


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    Form
      of Security Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      3(e)

     

    Options
      Assets

     

    None.