AMENDMENT

 

To

 

AGREEMENT

 

By and
Among

 

GURUNET
CORPORATION

 

And

 

CERTAIN
HOLDERS OF WARRANTS ISSUED BY GURUNET CORPORATION DATED JANUARY 30,
2004

 

THIS
AMENDMENT (this “Amendment”) is
made as of February 28, 2005 by and between GuruNet Corporation, a Delaware
corporation (the “Company”) and
Vertical Ventures, LLC, a Delaware limited liability company (the “Lead
Holder”).

 

W I T
N E S S E T H:

 

WHEREAS,
the Company, the Lead Holder and certain other holders of warrant issued by the
Company on January 30, 2004 (each a “Holder” and collectively, the “Holders”)
have entered into that certain agreement, dated as of February 4, 2005 (the
“Warrant
Agreement”);
and

 

WHEREAS,
in accordance with Section 5.3 of the Warrant Agreement, the Company and the
Lead Holder have agreed to amend the Warrant Agreement as provided herein and
desire that such revisions be effective as of the date hereof;

 

NOW,
THEREFORE, in consideration of the mutual agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

 






















SECTION
1. Definitions.

 

Unless
otherwise defined herein, capitalized terms used herein which are defined in the
Warrant Agreement shall have the respective meanings assigned to such terms in
the Warrant Agreement.

 

SECTION
2. Amendment
to the Warrant Agreement.

 

The
Warrant Agreement is hereby amended as follows:

 

A. In
Section 3.1(f) of the Warrant Agreement the term “FILING DATE” is hereby
replaced in its entirety as follows: 

 

“FILING
DATE” means April 6, 2005.

 

SECTION
3. Effectiveness.

 

This
Amendment shall become effective as of the date first written above when and if
the Company and the Lead Holder shall have executed this Amendment. Upon the
effectiveness hereof, all references in the Warrant Agreement to the “Agreement”
and each reference in any other document to the Warrant Agreement (regardless of
how the Warrant Agreement is defined in such other document) shall mean and be a
reference to the Warrant Agreement as amended by this Amendment.

 

SECTION
4. Counterparts.

 

This
Amendment may be executed in any number of counterparts, each of which shall be
an original and all of which shall constitute but one and the same
instrument.

 

SECTION
5. Governing
Law.


 

All
issues and questions concerning the construction, validity, interpretation and
enforceability of this Amendment shall be governed by and construed in
accordance with, the laws of the State of New York, without giving effect to any
choice of law or conflict of law rules or provisions (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.

 

SECTION
6. Confirmation
of Warrant Agreement.


 

Except as
expressly amended hereby, all of the terms of the Warrant Agreement shall remain
in full force and effect and are hereby ratified and confirmed in all
respects.







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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first written above.

 


	 	 	GURUNET CORPORATION 	 
	 	 	 	 
	 	 	By_________________________ 	 
	 	 	
      Name:
	 
	 	 	Title: 	 
	 	 	 	 
	 	 	VERTICAL VENTURES, LLC 	 
	 	 	 	 
	 	 	By_________________________  	 
	 	 	Name: 	 
	 	 	
      Title: