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|Exhibit 15.4
|------------

MAMMA.COM, INC.

COMPENSATION COMMITTEE CHARTER

|I. | PURPOSE
|-- | -------

The
Compensation Committee (the Committee) of Mamma.com, Inc. (the Company) is
appointed by, and generally acts on behalf of, the Board of Directors (the
Board) of the Company. The Board has determined to establish the governing
principles of the Committee through the adoption of this Charter. The
Committees principal purposes shall be:

|(i)   | to
      review, consider, and suggest compensatory plans and pay levels for the
      Chief Executive Officer (CEO) and the Chief Financial Officer (CFO)
      for approval by the Board, and to review, consider, and suggest and
      approve compensatory plans and pay levels for all other officers of the
      Company required to report their trading in the Companys common shares by
      the rules of the Ontario Securities Commission (OSC) and all executives
      who report directly to the Chief Executive Officer (together with the CEO,
      the Executives);
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|     
|(ii)  | to
      recommend to the Board the annual retainer, meeting attendance fees and
      other compensation for all directors of the Company (the Directors) for
      service on the Board and its committees;                                                                                                                                                                                                                                                                                                                                                                                  
|     
|(iii) | to
      review and administer (in conjunction with management) the employee
      long-term and short-term compensation plans, employee performance-based
      incentive plans (which may be both cash and equity based) and other
      employee benefit plans in alignment with the Companys business strategy
      and in a manner that reflects, in general, programs and practices within
      the industries the Company competes in; and                                                                                                                                             
|     
|(iv)  | to
      issue annually such reports on and discussions and analysis of executive
      compensation as may be required by the applicable rules and regulations of
      the OSC and the United States Securities and Exchange Commission (the
      SEC) from time to time.                                                                                                                                                                                                                                                                                                                   
|     

|II. | MEMBERSHIP AND ORGANIZATION OF COMMITTEE
|--- | ----------------------------------------
|   
|A.  | Size of Committee                       

The
Committee shall consist of three (3) or more members of the Board, as shall be
determined by the Board, each of whom shall have been determined by the Board to
be independent as provided in II (B) below.

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|B. | Member Qualifications
|-- | ---------------------

All members
of the Committee shall be independent in accordance with the applicable
listing standards of the NASDAQ Stock Market and the rules promulgated by the
SEC and the OSC with respect to members of a compensation committee.

|C. | Appointment
|-- | -----------

The members
of the Committee shall be appointed by the Board. The Committee shall designate
one (1) member of the Committee to serve as Chairman. If the Chairman is absent
from a meeting, another member of the Committee may act as Chairman.

|D. | Term
|-- | ----

Members of
the Committee will be appointed for one (1) year terms and shall serve until
their resignation, retirement, or removal by the Board or until their successors
shall be appointed.

|E. | Compensation
|-- | ------------

The members
of the Committee and its Chairman, as such, are entitled to receive for their
services such compensation as may be determined by the Board of Directors upon
recommendation of the Companys Compensation Committee.

|E. | Removal
|-- | -------

The Board of
Directors may remove any member of the Committee, with or without reason.

|F. | Vacancies
|-- | ---------

In the event
of a vacancy in the Committee, the Board of Directors may appoint a new member
to the Committee.

|III. | CONDUCT OF MEETINGS           
|---- | ------------------------------
|    
|A.   | Meetings, Frequency and Quorum

The
Committee shall meet when, where and as often as it may deem necessary and
appropriate in its judgment, but in no event less than two (2) times per year,
either in person or telephonically. Greater than 50% of the members of the
Committee shall constitute a quorum for transaction of the Committees business.
The Chairman of the Board, the Chairman of the Committee, the Companys Chief
Executive Officer or the Companys Chief Financial Officer shall have the right
to call a special meeting of the Committee.

|B. | Non-Committee Member Attendees
|-- | ------------------------------

Members of
senior management or others may attend meetings of the Committee at the
invitation of the Committee and shall provide pertinent information as
necessary.

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|C. | Conduct of Meetings
|-- | -------------------

The
Committee shall fix its own rules of procedure, which shall be consistent with
the Bylaws of the Company and this Charter. Generally, the Chairman of the
Committee shall set the agenda of each meeting and arrange for the distribution
of the agenda, together with supporting material, to the Committee members for
each meeting. The Committee may meet via telephone conference calls or other
media in which the members of the Committee may hear one another.

|D. | Minutes
|-- | -------

A member of
the Committee or the Chairman shall keep written minutes of Committee meetings,
which minutes shall be available for review by all of the directors of the
Company and shall be filed and maintained with the books and records of the
Company.

|E. | Delegation of Authority
|-- | -----------------------

The
Committee may delegate authority to one or more members of the Committee when
appropriate, but no such delegation shall be permitted if the authority is
required by law, regulation or listing standard to be exercised by the Committee
as a whole.

|IV. |  | RESPONSIBILITIES AND DUTIES                                   
|--- |  | --------------------------------------------------------------
|   
|A.  |  | The Committee
      shall have the following responsibilities:

|(i)   | Review, annually the compensation policy for the Executives
      and Directors and ensure that these policies are in conformity with the
      business plans, the strategies and the objectives of the Company and are
      consistent with desired external comparators;                                                                                                                                                                                                                                                                     
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|     
|(ii)  | Evaluate annually the Executive Chairman, CFO, CEO and other
      Executives considering in every case, among other things, their personal
      objectives and contributions to the Company, and the performance of the
      Company;                                                                                                                                                                                                                                                                                                         
|     
|(iii) | Recommend the compensation of the Executives and Directors
      and report thereon to the Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     
|(iv)  | Review and modify incentive plans for the Executives to
      assure that they are appropriate, aligned with the Companys objectives
      and requirements and are externally equitable.                                                                                                                                                                                                                                                                                                                                                       
|     
|(v)   | Recommend to the Board the options to be granted from the
      Company's stock option plan and to submit to the Board for approval any
      proposed material amendments to the stock option plan.                                                                                                                                                                                                                                                                                                                                             
|     
|(vi)  | Retain consultants and other advisers as necessary to assist
      in fulfilling its duties and responsibilities.                                                                                                                                                                                                                                                                                                                                                                                                                                
|     
|(vii) | Periodically review, consider and recommend to the Board the
      total compensation program for the Directors for service on the Board and
      its committees. Overall compensation may include a cash annual retainer,
      cash meeting fees, stock compensation and additional consideration as
      recommended by the Committee. Total compensation is to be based on market
      data from industries the Company competes in, which may be, provided by an
      independent consultant retained by the Committee for such purpose.
|     

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|(viii) | Periodically review, consider and approve the total
      compensation program for Executives to ensure that the elements of that
      program support the Companys philosophy for the compensation of
      Executives and relate back to the Companys strategy, as established by
      the Board. The compensation program may be composed of a mix of base
      salary, short and long-term incentives, deferred compensation programs,
      equity awards and executive benefits. The Committee shall also review,
      consider, suggest and approve individual compensation packages for each of
      the Executives.
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|      
|(ix)   | Consider, in evaluating Executive compensation, both the
      Companys and the Executives performance, compensation paid to similar
      executive officers of other companies within the industries the Company
      competes in, the effort and contribution of the Executive to the Company
      and past awards to the Executive.                                                                                                                                                                                                                                                                                        
|      
|(x)    | Periodically review, consider and approve the total
      compensation program for employees to ensure that the elements of that
      program support the Companys philosophy for the compensation of employees
      and relate back to the Companys strategy, as established by the Board.
      The compensation program may be composed of a mix of base salary, short
      and long-term incentives, deferred compensation programs, equity awards
      and benefits.                                                                                                                                                    
|      
|(xi)   | Subject itself to oversight by the Board and fully cooperate
      with any audit of the Committee or any other request for information by
      the Board or the Companys internal and outside auditors, including to
      open its books and records in connection with the Boards oversight, any
      audit of the Committee or any such request for information.                                                                                                                                                                                                                                                           
|      
|(xii)  | Prepare annually such reports and discussions and analysis
      regarding the compensation of the Executives as maybe required by the
      applicable rules and regulations of the SEC and OSC stating the criteria
      by which such Executives receive compensation and any waivers from such
      criteria.                                                                                                                                                                                                                                                                                                                
|      
|(xiii) | Monitor compliance with Section 304 of the Sarbanes Oxley Act
      of 2002 (16 U.S.C Section 7243) and Section 13(k) of the U.S. Securities
      Exchange Act of 1934 as amended, relating, respectively to forfeiture of
      certain bonuses and profits by the CEO and CFO and to the prohibition on
      personal loans by the Company to the directors and officers of the
      Company.                                                                                                                                                                                                                                 
|      
|(xiv)  | Review, consider and approve special employment arrangements
      and agreements for Executives and potential hires that would likely become
      Executives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      
|(xv)   | Oversee the Companys global employee benefit programs and
      advise on any changes the Committee believes should be approved by the
      Board and, where applicable, the stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      
|(xvi)  | Evaluate its own performance at least annually and report on
      such performance to the Board; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      

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|(xvii) | Delegate functions to such Committee subcommittees as the
      Committee shall determine is necessary and appropriate.
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|      

|V. | OTHER POWERS AND RESPONSIBILITIES
|-- | ---------------------------------
|  
|A. | Evaluations                      

With the
assistance of the Audit Committee, the Committee shall annually review and
assess its own performance and the performance of each Committee member and
report to the Board the results of its evaluation. In conducting this review,
the Committee shall address matters that it considers relevant to its
performance, including at a minimum, the adequacy, appropriateness and quality
of the information and recommendations presented to the Board, the manner in
which they were discussed or debated, and whether the number and length of
meetings of the Committee were adequate for the Committee to complete its work
in a thorough and thoughtful manner.

|B. | Reports
|-- | -------

The
Committee shall make regular written reports to the Board, providing an overview
of its activities, summarizing Committee actions and commenting on the
fulfillment of the Committees duties under this Charter.

|C. | Retention of Professional Advisors
|-- | ----------------------------------

The
Committee shall have the authority to retain consultants and other third-party
advisors of its selection to provide it with advice and counsel about the
Companys compensation and benefit programs. The Company shall provide
appropriate funding for the Committee to retain such advisors without requiring
the Committee to seek Board approval.

|D. | Revision of Charter
|-- | -------------------

The
Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for its approval.

|E. | Other Activities
|-- | ----------------

The
Committee may perform any other activities consistent with this Charter, the
Companys Articles of Incorporation, Bylaws, and governing law, as the Committee
or the Board deems necessary or appropriate.

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