Confidential
      treatment has been requested for portions of this exhibit.  The copy filed
      herewith omits the information subject to the confidentiality request. 
Omissions are designated as *. A complete version of this exhibit has been
      filed
      separately with the Securities and Exchange Commission.

     

    Exhibit
      10.21

     

    AMENDMENT
      NUMBER TWO TO GOOGLE ORDER FORM

    


    This
      Amendment Number Two to the Google Services Agreement Order Form (“Amendment
      Number Two”) is made effective as of the January 31, 2006 (“Amendment Number Two
      Effective Date”) and entered into by and between Answers Corporation (formerly
      known as Gurunet Corporation), a corporation formed under the laws of Delaware
      (“Customer”) and Google Inc., a corporation formed under the laws of Delaware
      with its principal place of business at 1600 Amphitheatre Parkway, Mountain
      View, California 94043 (“Google”).

    


    Background

    


    
      	 	
              1.

            	
              Customer
                and Google entered into that certain Google Services Agreement (“GSA”) and
                Google Services Agreement Order Form (the “Order Form”), each dated as of
                January 28, 2005, each as amended by Amendment Number One dated December
                20, 2005 (collectively the “Agreement”) pursuant to which Google provides
                certain Services (as defined in the Agreement) to Customer; and
                

            


    

    


    
      	 	
              2.

            	
              The
                parties now desire to extend the term of the Agreement and amend
                certain
                terms and conditions of the Order Form.


            


    

    


    NOW,
      THEREFORE, in consideration of the mutual covenants set forth herein, the
      parties hereby agree as follows:

     

    Terms

     

    
      	 	
              1.

            	
              For
                purposes of this Amendment Number Two, unless otherwise defined herein,
                capitalized terms used herein shall have the same meanings set forth
                in
                the Agreement. 

            


    

    


    
      	 	
              2.

            	
              Pursuant
                to Section 2 of the Order Form, the parties agree to renew the Agreement
                under the same terms and conditions (except as modified by this Amendment
                Two) for additional two (2) years, through January 31, 2008.
                

            


    

    


    
      	 	
              3.

            	
              Google
                shall cease providing any Services to the URL
                www.gurunet.com.

            


    

     

    
      	 	
              4.

            	
              The
                “Search Fees” stated on the cover page of the Order Form is hereby amended
                and restated in its entirety as
                follows:

            


    

     

    “*
      Search
      Results Sets”

     

    
      	 	
              5.

            	
              The
                “Customer’s AFS Revenue Share Percentage (%)” on
                the cover page of the Order Form is
                hereby deleted in its entirety and shall be determined by the following
                tiered schedule (each an “AFS
                Scenario”):

            


    

     

    (i)
      if
      during any calendar month of the Services Term the aggregate of the AFS Revenues
      and AFC Revenues are equal to or greater than *, then the Customer’s AFS
      Percentage shall be * for such month; or 

     

    (ii)
      if
      during any calendar month of the Services Term the aggregate of AFS Revenues
      and
      AFC Revenues are less than *, then the Customer’s AFS Percentage shall be *
      for such month.

     

    For
      the
      sake of clarity, Google’s obligation to make payments in accordance to the terms
      and conditions of the Agreement for any calendar month shall be limited to
      only
      one (1) of the AFS Scenarios set forth above for such month.

     

    
      	 	
              6.

            	
              The
                “Customer’s AFC Revenue Share Percentage (%)” on the cover page of the
                Order Form is hereby deleted in its entirety and shall be determined
                by
                the following tiered schedule (each an “AFC
                Scenario”):

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        -
          2
          -

      

    

    
       

      (i)
        if
        during any calendar month of the Services Term the aggregate of the AFS Revenues
        and AFC Revenues are equal to or greater than *, then the Customer’s AFC
        Percentage shall be * for such month; or 

       

    

    (ii)
      if
      during any calendar month of the Services Term the aggregate of AFS Revenues
      and
      AFC Revenues are less than *, then the Customer’s AFC Percentage shall be *
      for such month.

     

    For
      the
      sake of clarity, Google’s obligation to make payments in accordance to the terms
      and conditions of the Agreement for any calendar month shall be limited to
      only
      one (1) of the AFC Scenarios set forth above for such month.

     

    
      	 	
              7.

            	
              The
                “AFC Deduction Percentage (%)” stated on the cover page of the Order Form
                is hereby amended and restated in its entirety as
                follows:

            


    

     

    “*”

     

    
      	 	
              8.

            	
              The
                last sentence of Section 8.1 of the GSA is hereby amended and restated
                to
                read as follows: 

            


    

     

    SUBJECT
      TO SECTION 8.2, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING
      OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH SUCH PARTY’S LIABILITY FOR ALL OTHER
      CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED THE NET AMOUNT THE RESPECTIVE
      PARTY
      HAS ACTUALLY RECEIVED AND RETAINED (AND IN THE CASE OF GOOGLE, AFTER ACCOUNTING
      FOR ALL DEDUCTIONS, PAYMENTS TO CUSTOMER AND OTHER OFFSETS PROVIDED FOR UNDER
      THE AGREEMENT) DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON
      WHICH
      SUCH CLAIM ARISES.

     

    
      	 	
              9.

            	
              The
                terms and conditions of the Agreement, except as amended by this
                Amendment
                Number Two, shall remain in full force and effect.
                

            


    

    


    
      	 	
              10.

            	
              This
                Amendment Number Two may be executed in counterparts, including facsimile
                counterparts. 

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        - 3
          -

      

    

    


    IN
      WITNESS WHEREOF, the parties have caused their duly authorized representatives
      to enter into this Amendment Number Two effective as of the Amendment Number
      Two
      Effective Date set forth above.

    

      
        	 	
                CUSTOMER:
                  ANSWERS CORPORATION

              	
                GOOGLE
                  INC.

              
	 	 	 
	 	
                By:
                  /s/ Robert S. Rosenschein 

              	
                By:
                  /s/ Joan Braddi 

              
	 	 	 
	 	
                Name:
                  Robert S. Rosenschein 

              	
                Name:
                  Joan Braddi 

              
	 	 	 
	 	
                Title:
                  CEO 

              	
                Title:
                    VP Search Service 

              
	 	 	 
	 	
                Date:
                  1/31/06 

              	
                Date:
                  2/1/2006

              
	 	 	 
	 	
                Fax:
                  646-304-1826+

              	
                Fax:
                  650-618-1806