Exhibit 10.1


 


Answers Corporation

237 West 35th Street, Suite 1101

New York, NY 10001


 


January 23, 2008


 


Interlachen Convertible Investments Limited 


c/o Interlachen Capital Group LP


800 Nicollet Mall, Suite 2500 


Minneapolis, MN 55402-2034


Attention: Gregg Colburn/Lance Breiland


 


Re:  Amendment
to Securities Purchase Agreement


 


Ladies and Gentlemen:


 


Reference is made to that certain Securities Purchase
Agreement by and among Answers Corporation (the “Company”)
and Interlachen Convertible Investments Limited (the “Investor”),
dated as of January 15, 2008 (the “Securities Purchase
Agreement”).


 


The Company and the Investor hereby agree that any
Termination Fee payable under the Securities Purchase Agreement shall be
payable in cash and that no Termination Notes will be issued under the
Securities Purchase Agreement.


 


The Company and the Investor hereby agree that clause
(i) of the definition of “Termination Fee” set forth in
Section 8(a) of the Securities Purchase Agreement is hereby amended
and replaced in its entirety to read as follows:


 


“in the event of a Notes
Termination Event, an amount in cash equal to 5% of the principal amount of the
Follow-On Notes that were to be issued to such Buyer, as is set forth opposite
such Buyer’s name in Column (3) on the Schedule of Buyers (the “Notes Termination Fee”).”


 


Upon execution of this Letter Agreement, except as
modified by the provisions hereof, the Securities Purchase Agreement will
remain in full force and effect in accordance with its terms.


 


This Letter 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 the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original,
not a facsimile signature.


 


 


 

















 


 


This Letter Agreement may not be amended or otherwise
modified in any respect without the written consent of each of the Company and
the Investor. This Letter Agreement shall be construed and enforced in
accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws.


 


If this Letter Agreement accurately reflects the
understanding and agreement of the Investor, please sign below and return an
executed copy of this Letter Agreement to the undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANSWERS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Steven Steinberg

  
	
   

  	
   

  	
  Title:

  	
  CFO

  



 


 


	
  Acknowledged and Agreed

  
	
  as of this 23rd day of January, 2008

  
	
   

  
	
   

  
	
  INTERLACHEN CONVERTIBLE 

  INVESTMENTS LIMITED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Gregg T. Colburn

  	
   

  
	
   

  	
  Name:

  	
  Gregg T. Colburn

  
	
   

  	
  Title:

  	
  Authorized Signatory