---

Exhibit 4.11

July 16th, 2004

AMENDMENT TO MARCH 16,
2004 AGREEMENT

Guy Fauré, President
& CEO
David Goldman, Chairman
Mamma.com, Inc.
388 St. Jacques Street
West, 8thFloor
Montreal, QC H2Y 1S1

PERSONAL &
CONFIDENTIAL

MERRIMAN CURHAN FORD
& CO. ADVISORY AGREEMENT

Dear Guy & David:

Merriman Curhan Ford & Co.
(MCF) is pleased to act as financial advisor to Mamma.com, Inc. (the
Company). We will provide financial and capital market advisory services to
the Company which may include: (i) review of financial statements and non-public internal
business plans, (ii) evaluation of strategic alternatives based on Company objectives and
MCF industry expertise, (iii) advice on appropriate capital structure and strategies to
achieve maximum return to shareholders and (iv) sponsorship for and introductions to
institutional investors. The purpose of this letter is to memorialize the terms of our
engagement by the Company.

| | 1. |  | Services.
In connection with this engagement, MCF will perform the following
services:
| | -- |  | --------------------------------------------------------------------------------------

| |  | a. |  | Institutional
Sponsorship: MCF will review the Companys Investor Presentations
(Power Point presentations, handouts, letters to shareholders, etc.) and
advise the Company on any recommended changes. MCF will also introduce
Company management to its institutional sales force and institutional
investor clients for group and individual meetings.
| |  | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | b. |  | Review
of Financial Condition/Capital Structure: MCF will review both publicly
available documents and confidential Company materials to determine if the
Company has an appropriate capital structure given its market opportunity.
MCF may advise changes in capital structure as a result of this review and
present strategies to effect such changes. In the event that specific
transactions are identified, MCF will execute additional engagement
letters to specify the compensation and responsibilities of MCF in each
case.
| |  | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | c. |  | Strategic/Competitive
Analysis: MCF will help the Company assess its strategic positioning
within its industry sector and advise the Company on appropriate corporate
development strategies including potential acquisition, merger and sale
strategies. In the event that specific transactions are identified, MCF
will execute additional engagement letters to specify the compensation and
responsibilities of MCF in each case.
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

451

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| | 2. |  | Information
Provided to MCF. In connection with our engagement, the Company has agreed
to furnish to MCF, on a timely basis, all relevant information needed by
MCF to perform under the terms of this agreement. During our engagement,
it may be necessary for us to: interview the management of, the auditors
for, and the consultants and advisors to, the Company; to rely (without
independent verification) upon data furnished to us by them; and to review
any financial and other reports relating to the business and financial
condition of the Company as we may determine to be relevant under the
circumstances. In this connection, the Company will make available to us
such information as we may request, including information with respect to
the assets, liabilities, earnings, earning power, financial condition,
historical performance, future prospects and financial projections and the
assumptions used in the development of such projections of the Company. We
agree that all nonpublic information obtained by us in connection with our
engagement will be held by us in strict confidence and will be used by us
solely for the purpose of performing financial advisory services and will
not be used for institutional marketing, sales, trading or market making.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
do not assume any responsibility for, or with respect to, the accuracy, completeness or
fairness of the information and data supplied to us by the Company or its representatives.
In addition, the Company acknowledges that we will assume, without independent
verification, that all information supplied to us with respect to the Company will be
true, correct and complete in all material respects and will not contain any untrue
statements of material fact or omit to state a material fact necessary to make the
information supplied to us not misleading. If at any time during the course of our
engagement the Company becomes aware of any material change in any of the information
previously furnished to us, it will promptly advise us of the change.

| | 3. |  | Scope
of Engagement. The Company acknowledges that we will not make, or arrange
for others to make, an appraisal of any physical assets of the Company.
Nonetheless, if we determine after review of the information furnished to
us that any such appraisal or appraisals are necessary or desirable, we
will so advise the Company and, if approved by the Company in writing, the
costs incurred in connection with such appraisal(s) will be borne by the
Company.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MCF
has been engaged by the Company only in connection with the matters described in this
letter agreement and for no other purpose. We have not made, and will assume no
responsibility to make any representation in connection with our engagement as to any
legal matter.

| | 4. |  | Term
of Engagement. This agreement will be effective for eight (8) months from
the date this letter agreement is executed. Either party may terminate the
relationship, at any time, upon thirty days written notice to the other
party. In the event of termination or expiration of this agreement, MCFs
financial advisory fee and expenses incurred will be payable in full.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. |  | Fees
and Expenses. As compensation for our professional services, MCF will
receive a non-refundable financial advisory fee of $5,000 upon execution
of this letter agreement by the Company. MCF will receive a financial
advisory fee of $5,000 for each month of its engagement by the Company.
Company agrees to a two-month minimum obligation. ($10,000 total.) The
Company also agrees to reimburse our reasonable out-of-pocket expenses
(including, but not limited to, messenger, overnight courier, printing,
travel and counsel fees) on a monthly basis, up to a maximum of $2,500
without written consent of the Company.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

452

---

| | 6. |  | Indemnity
and Contribution. The parties agree to the terms of MCFs standard
indemnification agreement, which is attached hereto as Appendix Aand
incorporated herein by reference. The provisions of this paragraph 6 shall
survive any termination of this Agreement.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company further understands that
if MCF is asked to act for the Company in any other formal additional capacity relating to
this engagement, but not specifically addressed in this letter, then such activities shall
constitute separate engagements and the terms and conditions of any such additional
engagements will be embodied in one or more separate written agreements, containing
provisions and terms to be mutually agreed upon, including without limitation appropriate
indemnification provisions. The indemnity provisions in Appendix Ashall apply to any such
additional engagements, unless superseded by an indemnity provision set forth in a
separate agreement applicable to any such additional engagements, and shall remain in full
force and effect regardless of any completion, modification or termination of MCFs
engagement(s).

| | 7. |  | Other
MCF Activities. MCF is a securities firm engaged in securities trading and
brokerage activities as well as corporate financial advisory services. In
the ordinary course of our trading and brokerage activities, MCF or its
affiliates may hold positions, for its own account or the accounts of
customers, in equity, debt or other securities of the Company.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | THIS
AGREEMENT MAKES NO REPRESENTATION; NOR DOES IT SUGGEST, IMPLY OR GUARANTEE THAT A
MERRIMAN CURHAN FORD & CO. ANALYST WILL PUBLISH A REPORT REGARDING THE COMPANY.
FURTHER, IF A MERRIMAN CURHAN FORD & CO. ANALYST SHOULD CHOOSE TO PREPARE A REPORT
REGARDING THE COMPANY: THIS AGREEMENT MAKES NO REPRESENTATION, NOR DOES IT SUGGEST, IMPLY
OR GUARANTEE THAT SUCH REPORT WILL CAST THE COMPANY IN A FAVORABLE LIGHT, NOR RECOMMEND
PURCHASE OF THE COMPANYS STOCK.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 8. |  | Compliance
with Applicable Law. In connection with this engagement, the Company and
MCF will comply with all applicable federal, state and foreign securities
laws and other applicable laws.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9. |  | Independent
Contractor. MCF is and at all times during the term hereof will remain an
independent contractor, and nothing contained in this letter agreement
will create the relationship of employer and employee or principal and
agent as between the Company and MCF or any of its employees. Without
limiting the generality of the foregoing, all final decisions with respect
to matters about which MCF has provided services hereunder shall be solely
those of the Company, and MCF shall have no liability relating thereto or
arising therefrom. MCF shall have no authority to bind or act for the
Company in any respect. It is understood that MCF responsibility to the Company
is solely contractual in nature and that MCF does not owe the Company, or any other party,
any fiduciary duty as a result of its engagement.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

453

---

| | 10. |  | Successors
and Assigns. This letter agreement and all obligations and benefits of the
parties hereto shall bind and shall inure to their benefit and that of
their respective successors and assigns. The indemnity and contribution
provisions incorporated into this letter agreement are for the express
benefit of the officers, directors, employees, consultants, agents and
controlling persons of MCF and their respective successors and assigns.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 11. |  | Announcements.
MCF shall have the right (subject to the Companys approval, which
shall not be unreasonably withheld or delayed) to place customary
announcement(s) of this engagement in certain newspapers and to mail
announcement(s) to persons and firms selected by MCF, the whole subject to
the Companys prior approval and all costs of such announcement(s)
will be borne by MCF.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 12. |  | Arbitration.Any dispute between the parties concerning the interpretation, validity or
performance of this letter agreement or any of its terms and provisions
shall be submitted to binding arbitration in the Province of Quebec before
an arbitrator selected by the parties hereto, and the prevailing party in
such arbitration shall have the right to have any award made by the
arbitrators confirmed by a court of competent jurisdiction.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 13. |  | General
Provisions. No purported waiver or modification of any of the terms of
this letter agreement will be valid unless made in writing and signed by
the parties hereto. Section headings used in this letter agreement are for
convenience only, are not a part of this letter agreement and will not be
used in construing any of the terms hereof. This letter agreement
constitutes and embodies the entire understanding and agreement of the
parties hereto relating to the subject matter hereof, and there are no
other agreements or understandings, written or oral, in effect between the
parties relating to the subject matter hereof. No representation, promise,
inducement or statement of intention has been made by either of the
parties hereto which is to be embodied in this letter agreement, and none
of the parties hereto shall be bound by or liable for any alleged
representation, promise, inducement or statement of intention, not so set
forth herein. No provision of this letter agreement shall be construed in
favor of or against either of the parties hereto by reason of the extent
to which either of the parties or its counsel participated in the drafting
hereof. If any provision of this letter agreement is held by a court of
competent jurisdiction to be invalid, illegal or unenforceable, the
remaining provisions hereof shall in no way be affected and shall remain
in full force and effect. In case of any litigation or arbitration between
the parties hereto, the prevailing party shall be entitled to its
reasonable legal fees. This letter agreement is made and entered in the
Province of Quebec, and the laws of that province relating to contracts
made in, and to be performed entirely in, the province shall govern the
validity and the interpretation hereof. This letter agreement may be
executed in any number of counterparts and by facsimile signature.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

454

---

If
the foregoing correctly sets forth your understanding of our agreement, please sign the
enclosed copy of this letter and return it to MCF, whereupon it shall constitute a binding
agreement between us.

| | Very
truly yours,
| | -----------------

| | MERRIMAN
CURHAN FORD & CO.
| | --------------------------

|By: | s/s Gregory S. CurhanGregory
S. Curhan President
|--- | ------------------------------------------------

The
undersigned hereby accepts, agrees to and becomes party to the foregoing letter agreement,
effective as of the date first written above.

MAMMA.COM, INC.

|By: |  | s/s
Guy FauréGuy Fauré President & CEO
|--- |  | --------------------------------------

|By: |  | s/s
David GoldmanDavid Goldman, Chairman
|--- |  | ----------------------------------------

455

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APPENDIX
AINDEMNIFICATION AGREEMENT

The Company agrees to indemnify and
hold harmless MCF and its officers, directors, employees, consultants, attorneys, agents
and controlling persons (within the meaning of Section 15 of the Securities Act of 1933,
as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) (MCF and
each such other persons are collectively and individually referred to below as an
Indemnified Party) from and against any and all loss, claim, damage, liability
and expense whatsoever, as incurred, including, without limitation, reasonable costs of
any investigation, legal and other fees and expenses incurred in connection with, and any
amounts paid in settlement of, any action, suit or proceeding or any claim asserted, to
which the Indemnified Party may become subject under any applicable federal or state law
(whether in tort, contract or on any other basis) or otherwise, and related to the
performance by the Indemnified Party of the services contemplated by this letter agreement
and will reimburse the Indemnified Party for all expenses (including legal fees and
expenses) as they are incurred in connection with the investigation of, preparation for or
defense of any pending or threatened claim or any action or proceeding arising therefrom,
whether or not the Indemnified Party is a party and whether or not such claim, action or
proceeding is initiated or brought by the Company. The Company will not be liable under
the foregoing indemnification provision to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court or arbitrator, not subject to
appeal or further appeal, to have resulted from the Indemnified Partys bad faith,
willful misconduct or gross negligence. The Company also agrees that the Indemnified Party
shall have no liability (whether direct or indirect, in contract, tort or otherwise) to
the Company related to, or arising out of, the engagement of the Indemnified Party
pursuant to, or the performance by the Indemnified Party of the services contemplated by,
this letter agreement except to the extent that any loss, claim, damage, liability or
expense is found in a final judgment by a court or arbitrator, not subject to appeal or
further appeal, to have resulted from the Indemnified partys bad faith, willful
misconduct or gross negligence.

If the indemnity provided above shall
be unenforceable or unavailable for any reason whatsoever, the Company, its successors and
assigns, and the Indemnified Party shall contribute to all such losses, claims, damages,
liabilities and expenses (including, without limitation, all costs of any investigation,
legal or other fees and expenses incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted) (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and
MCF under the terms of this letter agreement or (ii) if the allocation provided for by
clause (i) of this sentence is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i), but also
the relative fault of the Company and MCF in connection with the matter(s) as to which
contribution is to be made. The relative benefits received by the Company and MCF shall be
deemed to be in the same proportion as the fee the Company actually pays to MCF bears to
the total value of the consideration paid or to be paid to the Company and/or the
Companys shareholders. The relative fault of the Company and MCF shall be determined
by reference to, among other things, whether any untrue or alleged untrue statement of
material fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or by MCF and the Companys and MCFs
relative intent, knowledge, access to information and opportunity to correct. The Company
and MCF agree that it would not be just or equitable if contribution pursuant to this
paragraph were determined by pro rata allocation or by any other method of allocation
which does not take into account these equitable considerations. Notwithstanding the
foregoing, to the extent permitted by law, in no event shall the Indemnified Partys
share of such losses, claims, damages, liabilities and expenses exceed, in the aggregate,
the fee actually paid to the Indemnified Party by the Company.

456

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The Indemnified Party will give
prompt written notice to the Company of any claim for which it seeks indemnification
hereunder, but the omission to so notify the Company will not relieve the Company from any
liability which it may otherwise have hereunder except to the extent that the Company is
damaged or prejudiced by such omission or from any liability it may have other than under
this Appendix A. The Company shall have the right to assume the defense of any claim,
lawsuit or action (collectively an action) for which the Indemnified Party
seeks indemnification hereunder, subject to the provisions stated herein with counsel
reasonably satisfactory to the Indemnified Party. After notice from the Company to the
Indemnified Party of its election so to assume the defense thereof, and so long as the
Company performs its obligations pursuant to such election, the Company will not be liable
to the Indemnified Party for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof other than reasonable costs of
investigation. The Indemnified Party shall have the right to employ separate counsel in
any such action and to participate in the defense thereof at its own expense; provided,
however, that the reasonable fees and expenses of such counsel shall be at the expense of
the Company if the named parties to any such action (including any impleaded parties)
include both the Indemnified Party and the Company and the Indemnified Party shall have
reasonably concluded, based on advice of counsel, that there may be legal defenses
available to the Indemnified Party which are different from, or in conflict with, any
legal defenses which may be available to the Company (in which event the Company shall not
have the right to assume the defense of such action on behalf of the Indemnified Party, it
being understood, however, that the Company shall not be liable for the reasonable fees
and expenses of more than one separate firm of attorneys for all Indemnified Parties in
each jurisdiction in which counsel is needed). Despite the foregoing, the Indemnified
Party shall not settle any claim without the prior written approval of the Company, which
approval shall not be unreasonably withheld, so long as the Company is not in material
breach of this Appendix A. Also, each Indemnified Party shall make reasonable efforts to
mitigate its losses and liabilities. In addition to the Companys other obligations
hereunder and without limitation, the Company agrees to pay monthly, upon receipt of
itemized statements therefor, all reasonable fees and expenses of counsel incurred by an
Indemnified Party in defending any claim of the type set forth in the preceding paragraphs
or in producing documents, assisting in answering any interrogatories, giving any
deposition testimony or otherwise becoming involved in any action or response to any claim
relating to the engagement referred to herein, or any of the matters enumerated in the
preceding paragraphs, whether or not any claim is made against an Indemnified Party or an
Indemnified Party is named as a party to any such action.

457

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July 16th, 2004

AMENDMENT TO MARCH 16,
2004 AGREEMENT

PERSONAL &
CONFIDENTIAL

Guy Fauré, President
& CEO
David Goldman, ChairmanMamma.com, Inc.
388 St. Jacques Street
West, 8thFloor
Montreal, QC H2Y 1S1

Dear Guy & David:

Merriman
Curhan Ford & Co. (MCF) is pleased to act as financial advisor to
Mamma.com, Inc. (the Company). We will provide investment banking services to
the Company which may include: (i) representing the Company in its efforts to obtain
financing in the form of a private investment in either (a) public equity, or (b)
convertible debt or equity (a PIPE or Capital Raising
Transaction), (ii) assisting the Company in identifying acquirers (the
Acquirer) and evaluating, prioritizing, negotiating proposals to purchase the
Company, in whole or part (a Sale Transaction), and (iii) assisting the
Company in acquiring various potential acquisition targets (a Target) (in one
or a series of transactions), by purchase, merger, consolidation and other business
combination involving all or substantial amount of the business, securities, assets of a
Target (an Acquisition Transaction).

1.  
  Services. In connection with this engagement, MCF will perform the
following services:

| | a)
    Capital Raising. MCF will assist the Company in its capital raising
efforts. MCF will introduce the Company to potential investors who may have an
interest in financing the Company and will advise the Company with respect to
the proposed structure, terms and conditions of the financing. MCF will work
with the Company to prepare a Confidential Memorandum describing the proposed
transaction and the anticipated use of proceeds. MCF will clear any potential
Investors with the Company, obtain Nondisclosure Agreements and provide them
with the Confidential Memorandum. MCF will prepare the Company for investor
visits, management presentations, responses to requests for data and other
activities. MCF will assist the Company in managing the process of negotiating
and closing the financing, including the review of proposals from potential
financing sources, the formulation and presentation of counteroffers, the
transaction documentation and other closing activities. The Company is free, at
its sole discretion, to accept or reject the terms of any proposed financing.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)
    Merger and Acquisition Advisory Services. MCF will work with the Company
on a non-exclusive basis to evaluate potential Acquisition Transactions, and on
an exclusive basis to evaluate potential Sale Transactions. We will assess the
proposed structures for the Sale Transaction(s) or Acquisition Transaction(s)
and will offer the Company guidance in negotiating the terms of the Sale
Transaction(s) or Acquisition Transaction(s). MCF will assist the Company in
managing the process and closing the Sale Transaction or Acquisition
Transaction, including formulating and presenting responses and counteroffers,
conducting due diligence, and documenting the Sale Transaction(s) or
Acquisition Transactions. The Company will not be required to compensate MCF
for any potential Acquisition Transactions listed in Appendix C (Excluded
Companies).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

458

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2.
    Information Provided to MCF. In connection with our engagement, the
Company has agreed to furnish to MCF, on a timely basis, all relevant
information needed by MCF to perform under the terms of this agreement. During
our engagement, it may be necessary for us: to interview the management of, the
auditors for, and the consultants and advisors to, the Company; to rely
(without independent verification) upon data furnished to us by them; and to
review any financial and other reports relating to the business and financial
condition of the Company as we may determine to be relevant under the
circumstances. In this connection, the Company will make available to us such
information as we may request, including information with respect to the
assets, liabilities, earnings, earning power, financial condition, historical
performance, future prospects and financial projections and the assumptions
used in the development of such projections of the Company. We agree that all
nonpublic information obtained by us in connection with our engagement will be
held by us in strict confidence and will be used by us solely for the purpose
of performing our obligations relating to our engagement.

We
do not assume any responsibility for, or with respect to, the accuracy, completeness or
fairness of the information and data supplied to us by the Company or its representatives.
In addition, the Company acknowledges that we will assume, without independent
verification, that all information supplied to us with respect to the Company will be
true, correct and complete in all material respects and will not contain any untrue
statements of material fact or omit to state a material fact necessary to make the
information supplied to us not misleading. If at any time during the course of our
engagement the Company becomes aware of any material change in any of the information
previously furnished to us, it will promptly advise us of the change.

3.   Scope of Engagement. The Company acknowledges that we will not make, or arrange for
others to make, an appraisal of any physical assets of the acquisition candidates,
Targets or the Company. Nonetheless, if we determine after review of the information
furnished to us that any such appraisal or appraisals are necessary or desirable, we will
so advise the Company and, if approved by the Company in writing, the costs incurred in
connection with such appraisal(s) will be borne by the Company.

MCF
has been engaged by the Company only in connection with the matters described in this
letter agreement and for no other purpose. We have not made, and will assume no
responsibility to make any representation in connection with our engagement as to any
legal matter. Except as specifically provided in this letter agreement, MCF shall not be
required to render any advice or reports in writing or to perform any other services.

4.   Term
of Engagement. Our representation, for all matters other than Acquisition
Transactions, on an exclusive basis will continue for a period of twelve (12) months from
the date this letter agreement is executed with MCF; however either party may terminate
the relationship at any time upon thirty days written notice to the other party.
Notwithstanding the foregoing, in the event of termination or expiration of this
agreement, MCFs retainer and expenses incurred will be payable in full and your
obligation under paragraph 5 to pay any applicable Financing Completion Fee and M&A
Completion Fee will continue for the twelve (12) month period commencing with such
termination or expiration, but no Financing Completion Fee or M&A Completion Fee will
be payable unless the Company has provided written notice under section 1(a) and 1(b) and
the Acquirer, Target or investor (i) was referred to the Company directly or indirectly
by MCF or (ii) engaged in discussions regarding the Sale Transaction, Acquisition
Transaction or the Capital Raising Transaction with the Company or MCF during the period
that MCF acted as the Companys exclusive financial advisor under this agreement
(Tail Period).

459

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5.    Fees
and Expenses. Upon execution of this letter agreement by the Company, MCF will be
paid a cash deposit of $5,000 (Deposit) against actual out-of-pocket expenses
upon execution of this letter agreement and any unused amounts of the Deposit will be
returned to the Company promptly upon demand by the Company in writing. Any expenses
exceeding the $5,000 Deposit must be approved in advance in writing by the Company; any
such approved out-of-pocket expenses in excess of the Deposit shall be promptly
reimbursed to MCF by the Company.

Performance-based compensation for
our services will be as follows:

| | a. |  | Capital
Raising.
| | -- |  | ----------------

| |  | (i) |  | Financing
Completion Fee. During the term of this Agreement (and thereafter as provided in
Section 4 above), at the time the Capital Raising Transaction closes, MCF will be paid a
cash Financing Completion Fee equal to 6.0% of the total amount of capital received by
the Company from the sale of its equity securities to Investors introduced to the Company
by MCF or from other investors during the time period while MCF is acting as the Companys
financial advisor under this Agreement (the Investors). No Financing
Completion Fee or other fee shall be paid to MCF with respect to capital received by the
Company after the end of the Tail Period.
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (ii) |  | Warrants.
As part of the Financing Completion Fee, MCF will receive warrants to purchase common
stock in an amount equal to 3.0% of the number of shares of common stock (or common stock
equivalents) that the Investors obtain a right to acquire through purchase, conversion,
or exercise of convertible securities issued by the Company in a Capital Raising
Transaction that closes during the term of this Agreement (and thereafter as provided in
Section 4 above). The warrants will be immediately exercisable at the higher of the price
per share at which the Investor can acquire the common stock or the closing price of the
Companys common stock as reported by the appropriate exchange on the date the
transaction closes, adjusted for conversion, stock splits or other dilutive events. The
warrants will also include piggyback registration rights, a net exercise provision, and
will have a term of five years from the closing date of the Capital Raising Transaction.
| |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. |  | Merger
and Acquisition Advisory Services.
| | -- |  | -----------------------------------------

| |  | (i) |  | If
an Acquisition Transaction is consummated, the Company will pay MCF a cash
               M&A Completion Fee at the closing of the Transaction equal to the
greater of                $200,000 or the sum of:
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | a. |  | 4.0%
of the total Transaction Value (as defined in Appendix A) up to $20
               million; plus
| |  |  | -- |  | -----------------------------------------------------------------------------------------------------

| |  |  | b. |  | 2.0%
of the total Transaction Value (as defined in Appendix A) including and in
               excess of $20 million.
| |  |  | -- |  | ---------------------------------------------------------------------------------------------------------------------

460

---

| |  | (ii) |  | If
a Sale Transaction is consummated, the Company will pay MCF a cash M&A
               Completion Fee at the closing of the Sale Transaction or Acquisition
Transaction                equal to the greater of $500,000 or the sum of:
| |  | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | a. |  | 4.0%
of the total Transaction Value (as defined in Appendix A) up to $10
               million; plus
| |  |  | -- |  | -----------------------------------------------------------------------------------------------------

| |  |  | b. |  | 3.0%
of the total Transaction Value (as defined in Appendix A) including and in
               excess of $10 million but less than $15 million; plus
| |  |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | c. |  | 2.0%
of the total Transaction Value (as defined in Appendix A) including and in
               excess of $15 million.
| |  |  | -- |  | ---------------------------------------------------------------------------------------------------------------------

|(iii) |  | If either a Sale Transaction or Acquisition Transaction is consummated whereby,
               directly or indirectly, less than a 50% interest in the Company or the Target,
               as the case may be, or any of its securities, business or assets is transferred
               for consideration or if a Transaction consisting of the formation of a joint
               venture or a minority investment, a fee shall be payable in cash upon the
               occurrence of such event equal to 7.0% of the Transaction Value (as defined in
               Appendix A).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) |  | If a Transaction is not consummated and the Company is entitled to receive a
               termination fee, break-up fee, topping fee,
               or other form of compensation payable in cash or other assets, including, but
               not limited to, an option to purchase securities from another company (such
               cash, securities, including in the case of options, the right to exercise such
               options or other assets hereinafter referred to as the Break-up Fee) then
               the Company shall pay to MCF in cash, promptly upon the Companys receipt
               of such Break-up Fee, an amount equal to thirty percent (30%) of such Break-up
               Fee received. In the event that the Break-up Fee is paid to the Company in whole
               or in part in the form of securities or other assets, the value of such
               securities or other assets, for purposes of calculating our fee, shall be the
               fair market value thereof, as the parties hereto shall mutually agree on the day
               such Break-up Fee is paid to the Company; provided that, if such Break-up Fee
               includes securities with an existing public trading market, the value thereof
               shall be determined by the last sales price for such securities on the last
               trading day thereof prior to such payment.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. |  | Indemnity
and Contribution. The parties agree to the terms of MCFs standard
indemnification agreement, which is attached hereto as Appendix Band
incorporated herein by reference. The provisions of this paragraph 6 shall
survive any termination of this Agreement.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7. |  | Other
Business. If the Company is considering an offer of securities to the
public, the Company agrees to offer MCF the opportunity to act as co-lead
underwriter/book runner with no less than 50% economic participation in
the transaction. As compensation for any of the foregoing services, MCF
will be paid customary fees to be mutually agreed upon at the appropriate
time. The specific terms of any such additional engagements will be set
forth in separate letter agreements containing terms and conditions to be
mutually agreed upon, including without limitation appropriate
indemnification provisions.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

461

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The Company further understands that
if MCF is asked to act for the Company in any other formal additional capacity relating to
this engagement but not specifically addressed in this letter, such as acting as an
underwriter in connection with the issuance of securities by the Company, then such
activities shall constitute separate engagements and the terms and conditions of any such
additional engagements will be embodied in one or more separate written agreements,
containing provisions and terms to be mutually agreed upon, including without limitation
appropriate indemnification provisions. The indemnity provisions in Appendix Bshall apply
to any such additional engagements, unless superseded by an indemnity provision set forth
in a separate agreement applicable to any such additional engagements, and shall remain in
full force and effect regardless of any completion, modification or termination of
MCFs engagement(s).

| | 8. |  | Other
MCF Activities. MCF is a full service securities firm engaged in
securities trading and brokerage activities as well as investment banking
and financial advisory services. In the ordinary course of our trading and
brokerage activities, MCF or its affiliates may hold positions, for its
own account or the accounts of customers, in equity, debt or other
securities of the Company or any other company that may be involved in a
Sale Transaction or Acquisition Transaction.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9. |  | Compliance
with Applicable Law. In connection with this engagement, the Company and
MCF will comply with all applicable federal, provincial, state and foreign
securities laws and other applicable laws.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10. |  | Independent
Contractor. MCF is and at all times during the term hereof will remain an
independent contractor, and nothing contained in this letter agreement
will create the relationship of employer and employee or principal and
agent as between the Company and MCF or any of its employees. Without
limiting the generality of the foregoing, all final decisions with respect
to matters about which MCF has provided services hereunder shall be solely
those of the Company, and MCF shall have no liability relating thereto or
arising therefrom. MCF shall have no authority to bind or act for the
Company in any respect. It is understood that MCF responsibility to the
Company is solely contractual in nature and that MCF does not owe the
Company, or any other party, any fiduciary duty as a result of its
engagement.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 11. |  | Best
Efforts Engagement for Capital Raising. It is expressly understood and
acknowledged that MCFs engagement for Capital Raising does not
constitute any commitment, express or implied, on the part of MCF or of
any of its affiliates to purchase or place the Companys securities
or to provide any type of financing and that any Capital Raising
engagement will be conducted by MCF on a best efforts basis.
It is further understood that MCFs services hereunder shall be
subject to, among other things, satisfactory completion of due diligence
by MCF, market conditions, the absence of adverse changes to the Companys
business or financial condition, approval of MCFs internal
commitment committee and any other conditions that MCF may deem
appropriate for placements of such nature.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 12. |  | Successors
and Assigns. This letter agreement and all obligations and benefits of the
parties hereto shall bind and shall inure to their benefit and that of
their respective successors and assigns. The indemnity and contribution
provisions incorporated into this letter agreement are for the express
benefit of the officers, directors, employees, consultants, agents and
controlling persons of MCF and their respective successors and assigns.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

462

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| | 13. |  | Announcements.
The Company grants to MCF the right to place customary announcement(s) of
this engagement in certain newspapers and to mail announcement(s) to
persons and firms selected by MCF, the whole subject to the Companys
prior approval and all costs of such announcement(s) will be borne by MCF.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 14. |  | Arbitration.
Any dispute between the parties concerning the interpretation, validity or
performance of this letter agreement or any of its terms and provisions
shall be submitted to binding arbitration in the Province of Quebec before
an arbitrator selected by the parties hereto, and the prevailing party in
such arbitration shall have the right to have any award made by the
arbitrators confirmed by a court of competent jurisdiction.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 15. |  | General
Provisions. No purported waiver or modification of any of the terms of
this letter agreement will be valid unless made in writing and signed by
the parties hereto. Section headings used in this letter agreement are for
convenience only, are not a part of this letter agreement and will not be
used in construing any of the terms hereof. This letter agreement
constitutes and embodies the entire understanding and agreement of the
parties hereto relating to the subject matter hereof, and there are no
other agreements or understandings, written or oral, in effect between the
parties relating to the subject matter hereof. No representation, promise,
inducement or statement of intention has been made by either of the
parties hereto which is to be embodied in this letter agreement, and none
of the parties hereto shall be bound by or liable for any alleged
representation, promise, inducement or statement of intention, not so set
forth herein. No provision of this letter agreement shall be construed in
favor of or against either of the parties hereto by reason of the extent
to which either of the parties or its counsel participated in the drafting
hereof. If any provision of this letter agreement is held by a court of
competent jurisdiction to be invalid, illegal or unenforceable, the
remaining provisions hereof shall in no way be affected and shall remain
in full force and effect. In case of any litigation or arbitration between
the parties hereto, the prevailing party shall be entitled to its
reasonable legal fees. This letter agreement is made and entered in the
Province of Quebec, and the laws of that province relating to contracts
made in, and to be performed entirely in, the province shall govern the
validity and the interpretation hereof. This letter agreement may be
executed in any number of counterparts and by facsimile signature.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

463

---

If
the foregoing correctly sets forth your understanding of our agreement, please sign the
enclosed copy of this letter and return it to MCF, whereupon it shall constitute a binding
agreement between us.

| | Very
truly yours,
| | -----------------

| | MERRIMAN
CURHAN FORD & CO.
| | --------------------------

|By: | s/s Gregory S. Curhan
Gregory
S. Curhan President
|--- | -------------------------------------------------

The
undersigned hereby accepts, agrees to and becomes party to the foregoing letter agreement,
effective as of the date first written above.

MAMMA.COM, INC.

|By: |  | s/s
Guy FauréGuy Fauré President & CEO
|--- |  | --------------------------------------

|By: |  | s/s
David Goldman
David Goldman Chairman
|--- |  | ----------------------------------------

464

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APPENDIX
ADEFINITION OF TRANSACTION VALUE

In the context of this Agreement,
Transaction Value means the aggregate value of all cash, cash equivalents,
securities, and any other forms of payment received or to be received, directly or
indirectly, by the Company or the Target, as the case may be, and its share, option,
warrant and debt holders including, without limitation payments for stock or assets sold,
funds loaned to the Company or the Target, prepaid royalties, advances against sales,
licensing agreements, reimbursed NRE (non-recurring engineering) and any and all other
payments that may be construed as advanced payments for products or services to be
delivered in the future. In addition, the Transaction Value shall include (A) the
aggregate amount of any dividends or other distributions to the shareholders of the
Company or the Target following the date of this Agreement, other than normal recurring
cash dividends in amounts not materially greater than currently paid; (B) the net value of
any current assets of the Company or the Target (such as accounts receivable) not sold by
the Company or the Target; and (C) the fair market value at the time of payment of the
fees of (i) any of the Companys or the Targets consolidated debt (both
long-term and short-term, including capitalized leases) outstanding, assumed or refinanced
at the closing or in anticipation of a Sale Transaction or Acquisition Transaction, as the
case may be; (ii) all options, warrants, stock purchase rights or stock appreciation
rights, whether or not vested, purchased or assumed by an Acquirer in connection with a
Transaction; (iii) all employment contracts, service contracts, non-competition agreements
and pension liabilities or other employee benefit plan liabilities assumed or entered into
by or with an Acquirer or its affiliates or the Target or its affiliates in connection
with a Sale Transaction or Acquisition Transaction, as the case may be.

If part or all of the Transaction
Value in a Sale Transaction or Acquisition Transaction is represented by securities, the
value thereof for the purpose of computing the fees shall be determined as follows:

(i)       
          For securities which are publicly traded prior to the consummation of such
          transaction, the average last sale price for such securities for the ten trading
          days prior to the consummation of such transaction;

(ii)       
          For newly-issued, publicly-traded securities, the average last sale price for
          such securities for ten trading days subsequent to the consummation of such
          transaction, with such portion of the fees being payable the eleventh trading
          day subsequent to the consummation of such transaction; and

(iii)       
          For securities for which no market exists, the mutual agreement of the Company
          and MCF as determined prior to the closing of such transaction.

If part or all of the Transaction
Value is contingent upon the occurrence of some future event (e.g. the realization of
earnings projections), then for purpose of the calculation of the fees, the future event
will be estimated and discounted to its present value using the Bank of America reference
rate as the discount rate and the base case projections presented to the Acquirer for a
Sale Transaction or the Company for an Acquisition Transaction.

If part or all of the Transaction
Value is fixed amounts of cash or other consideration payable in the future, including any
non-competition, consultation, or similar payments, then the calculation of the fees will
be based on the present value of those payments discounted using Bank of Americas
reference rate as the discount rate.

465

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APPENDIX
BINDEMNIFICATION AGREEMENT

The Company agrees to indemnify and
hold harmless MCF and its officers, directors, employees, consultants, attorneys, agents
and controlling persons (within the meaning of Section 15 of the Securities Act of 1933,
as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) (MCF and
each such other persons are collectively and individually referred to below as an
Indemnified Party) from and against any and all loss, claim, damage, liability
and expense whatsoever, as incurred, including, without limitation, reasonable costs of
any investigation, legal and other fees and expenses incurred in connection with, and any
amounts paid in settlement of, any action, suit or proceeding or any claim asserted, to
which the Indemnified Party may become subject under any applicable federal or state law
(whether in tort, contract or on any other basis) or otherwise, and related to the
performance by the Indemnified Party of the services contemplated by this letter agreement
and will reimburse the Indemnified Party for all expenses (including legal fees and
expenses) as they are incurred in connection with the investigation of, preparation for or
defense of any pending or threatened claim or any action or proceeding arising therefrom,
whether or not the Indemnified Party is a party and whether or not such claim, action or
proceeding is initiated or brought by the Company. The Company will not be liable under
the foregoing indemnification provision to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court or arbitrator, not subject to
appeal or further appeal, to have resulted from the Indemnified Partys bad faith,
willful misconduct or gross negligence. The Company also agrees that the Indemnified Party
shall have no liability (whether direct or indirect, in contract, tort or otherwise) to
the Company related to, or arising out of, the engagement of the Indemnified Party
pursuant to, or the performance by the Indemnified Party of the services contemplated by,
this letter agreement except to the extent that any loss, claim, damage, liability or
expense is found in a final judgment by a court or arbitrator, not subject to appeal or
further appeal, to have resulted from the Indemnified partys bad faith, willful
misconduct or gross negligence.

If the indemnity provided above shall
be unenforceable or unavailable for any reason whatsoever, the Company, its successors and
assigns, and the Indemnified Party shall contribute to all such losses, claims, damages,
liabilities and expenses (including, without limitation, all costs of any investigation,
legal or other fees and expenses incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted) (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and
MCF under the terms of this letter agreement or (ii) if the allocation provided for by
clause (i) of this sentence is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i), but also
the relative fault of the Company and MCF in connection with the matter(s) as to which
contribution is to be made. The relative benefits received by the Company and MCF shall be
deemed to be in the same proportion as the fee the Company actually pays to MCF bears to
the total value of the consideration paid or to be paid to the Company and/or the
Companys shareholders in the Capital Raising Transaction or Sale Transaction, as the
case may be, or the Target in an Acquisition Transaction. The relative fault of the
Company and MCF shall be determined by reference to, among other things, whether any
untrue or alleged untrue statement of material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by MCF and the
Companys and MCFs relative intent, knowledge, access to information and
opportunity to correct. The Company and MCF agree that it would not be just or equitable
if contribution pursuant to this paragraph were determined by pro rata allocation or by
any other method of allocation which does not take into account these equitable
considerations. Notwithstanding the foregoing, to the extent permitted by law, in no event
shall the Indemnified Partys share of such losses, claims, damages, liabilities and
expenses exceed, in the aggregate, the fee actually paid to the Indemnified Party by the
Company.

466

---

The Indemnified Party will give
prompt written notice to the Company of any claim for which it seeks indemnification
hereunder, but the omission to so notify the Company will not relieve the Company from any
liability which it may otherwise have hereunder except to the extent that the Company is
damaged or prejudiced by such omission or from any liability it may have other than under
this Appendix B. The Company shall have the right to assume the defense of any claim,
lawsuit or action (collectively an action) for which the Indemnified Party
seeks indemnification hereunder, subject to the provisions stated herein with counsel
reasonably satisfactory to the Indemnified Party. After notice from the Company to the
Indemnified Party of its election so to assume the defense thereof, and so long as the
Company performs its obligations pursuant to such election, the Company will not be liable
to the Indemnified Party for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof other than reasonable costs of
investigation. The Indemnified Party shall have the right to employ separate counsel in
any such action and to participate in the defense thereof at its own expense; provided,
however, that the reasonable fees and expenses of such counsel shall be at the expense of
the Company if the named parties to any such action (including any impleaded parties)
include both the Indemnified Party and the Company and the Indemnified Party shall have
reasonably concluded, based on advice of counsel, that there may be legal defenses
available to the Indemnified Party which are different from, or in conflict with, any
legal defenses which may be available to the Company (in which event the Company shall not
have the right to assume the defense of such action on behalf of the Indemnified Party, it
being understood, however, that the Company shall not be liable for the reasonable fees
and expenses of more than one separate firm of attorneys for all Indemnified Parties in
each jurisdiction in which counsel is needed). Despite the foregoing, the Indemnified
Party shall not settle any claim without the prior written approval of the Company, which
approval shall not be unreasonably withheld, so long as the Company is not in material
breach of this Appendix B. Also, each Indemnified Party shall make reasonable efforts to
mitigate its losses and liabilities. In addition to the Companys other obligations
hereunder and without limitation, the Company agrees to pay monthly, upon receipt of
itemized statements therefor, all reasonable fees and expenses of counsel incurred by an
Indemnified Party in defending any claim of the type set forth in the preceding paragraphs
or in producing documents, assisting in answering any interrogatories, giving any
deposition testimony or otherwise becoming involved in any action or response to any claim
relating to the engagement referred to herein, or any of the matters enumerated in the
preceding paragraphs, whether or not any claim is made against an Indemnified Party or an
Indemnified Party is named as a party to any such action.

467

---

APPENDIX
CEXCLUDED COMPANIES

| |  |  | Mail
Creations
| | - |  | --------------

| |  |  | Digital
Arrow
| | - |  | -------------

| |  |  | Marchex
| | - |  | -------

| |  |  | Whatuseek
| | - |  | ---------

| |  |  | Net
Creations
| | - |  | -------------

| |  |  | Santa
Monica Networks Inc.
| | - |  | --------------------------

| |  |  | Bidclix
Inc.
| | - |  | ------------

| |  |  | Kanoodle
Inc.
| | - |  | -------------

468

---

September 8th, 2004

PERSONAL &
CONFIDENTIAL

Guy Fauré, President
& CEO
David Goldman, Chairman
Mamma.com, Inc.
388 St. Jacques Street
West, 8thFloor
Montreal, QC H2Y 1S1

Dear Guy & David:

Merriman
Curhan Ford & Co. (MCF) is pleased to act as financial advisor to
Mamma.com, Inc. (the Company). We will provide investment banking services to
the Company which includes assisting the Company in acquiring Copernic Technologies, Inc.
(the Target), by purchase, merger, consolidation and other business
combination involving all or substantial amount of the business, securities, assets of the
Target (an Acquisition Transaction).

1.
   Services.In connection with this engagement, MCF will perform the following
services:

| | Merger
and Acquisition Advisory Services.MCF will work with the Company on an exclusive
basis to evaluate the potential Acquisition Transaction of the Target. We will assess the
proposed structures for the Acquisition Transaction and will offer the Company guidance
in negotiating the terms of the Acquisition Transaction. MCF will assist the Company in
managing the process and closing the Acquisition Transaction, including formulating and
presenting responses and counteroffers, conducting due diligence, and documenting the
Acquisition Transaction.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.     Information
Provided to MCF. In connection with our engagement, the Company has agreed to
furnish to MCF, on a timely basis, all relevant information needed by MCF to
perform under the terms of this agreement. During our engagement, it may be
necessary for us: to interview the management of, the auditors for, and the
consultants and advisors to, the Company; to rely (without independent
verification) upon data furnished to us by them; and to review any financial
and other reports relating to the business and financial condition of the
Company as we may determine to be relevant under the circumstances. In this
connection, the Company will make available to us such information as we may
request, including information with respect to the assets, liabilities,
earnings, earning power, financial condition, historical performance, future
prospects and financial projections and the assumptions used in the development
of such projections of the Company. We agree that all nonpublic information
obtained by us in connection with our engagement will be held by us in strict
confidence and will be used by us solely for the purpose of performing our
obligations relating to our engagement.

We
do not assume any responsibility for, or with respect to, the accuracy, completeness or
fairness of the information and data supplied to us by the Company or its representatives.
In addition, the Company acknowledges that we will assume, without independent
verification, that all information supplied to us with respect to the Company will be
true, correct and complete in all material respects and will not contain any untrue
statements of material fact or omit to state a material fact necessary to make the
information supplied to us not misleading. If at any time during the course of our
engagement the Company becomes aware of any material change in any of the information
previously furnished to us, it will promptly advise us of the change.

469

---

3.     Scope
of Engagement. The Company acknowledges that we will not make, or arrange for
others to make, an appraisal of any physical assets of the acquisition
candidates, Targets or the Company. Nonetheless, if we determine after review
of the information furnished to us that any such appraisal or appraisals are
necessary or desirable, we will so advise the Company and, if approved by the
Company in writing, the costs incurred in connection with such appraisal(s)
will be borne by the Company.

MCF
has been engaged by the Company only in connection with the matters described in this
letter agreement and for no other purpose. We have not made, and will assume no
responsibility to make any representation in connection with our engagement as to any
legal matter. Except as specifically provided in this letter agreement, MCF shall not be
required to render any advice or reports in writing or to perform any other services.

4.     Term
of Engagement. Our representation on an exclusive basis will continue for a
period of twelve (12) months from the date this letter agreement is executed
with MCF; however either party may terminate the relationship at any time upon
thirty days written notice to the other party. Notwithstanding the foregoing,
in the event of termination or expiration of this agreement, MCFs
retainer and expenses incurred will be payable in full and your obligation
under paragraph 5 to pay any applicable Financing Completion Fee and M&A
Completion Fee will continue for the twelve (12) month period commencing with
such termination or expiration, but no Financing Completion Fee or M&A
Completion Fee will be payable unless the Company has provided written notice
under section 1(a) and 1(b) and Target (i) was referred to the Company directly
or indirectly by MCF or (ii) engaged in discussions regarding the Acquisition
Transaction with the Company or MCF during the period that MCF acted as the
Companys exclusive financial advisor under this agreement (Tail Period).

5.     Fees
and Expenses. Upon execution of this letter agreement by the Company, MCF will
be paid performance-based compensation for our services as follows:

Merger
and Acquisition Advisory Services.

| | (i) |  | If
an Acquisition Transaction is consummated, the Company will pay MCF a cash
               M&A Completion Fee at the closing of the Transaction equal to:
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a. |  | 3.0%
of the total Transaction Value (as defined in Appendix A) up to $20           million;
plus
| |  | -- |  | ------------------------------------------------------------------------------------------------

| |  | b. |  | 1.5%
of the total Transaction Value (as defined in Appendix A) including and in
          excess of $20 million.
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------

470

---

| | (ii) |  | If an
Acquisition Transaction is consummated whereby, directly or indirectly, less than a 50%
interest in the Company or the Target, as the case may be, or any of its securities,
business or assets is transferred for consideration or if a Transaction consisting of a
minority investment; the formation of a joint venture, partnership or other business
entity, entry into a strategic alliance, such as an agreement, relationship or
arrangement involving supply, distribution or sales representation of products or
services, research and development, technology or product licensing or similar
arrangement, a fee shall be payable in cash upon the occurrence of such event equal to
7.0% of the Transaction Value (as defined in Appendix A).
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) |  | If
a Transaction is not consummated and the Company is entitled to receive a
               termination fee, break-up fee, topping fee,               or
other form of compensation payable in cash or other assets, including, but
               not limited to, an option to purchase securities from another company
(such                cash, securities, including in the case of options, the right to
exercise such                options or other assets hereinafter referred to as the Break-up
Fee) then                the Company shall pay to MCF in cash, promptly upon the Companys
receipt                of such Break-up Fee, an amount equal to thirty percent (30%) of
such Break-up                Fee received. In the event that the Break-up Fee is paid to
the Company in whole                or in part in the form of securities or other assets,
the value of such                securities or other assets, for purposes of calculating
our fee, shall be the                fair market value thereof, as the parties hereto
shall mutually agree on the day                such Break-up Fee is paid to the Company;
provided that, if such Break-up Fee                includes securities with an existing
public trading market, the value thereof                shall be determined by the last
sales price for such securities on the last                trading day thereof prior to
such payment.
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.
  Indemnity and Contribution. The parties agree to the terms of MCFs
standard indemnification agreement, which is attached hereto as Appendix Band incorporated herein by reference. The provisions of this paragraph 6
shall survive any termination of this Agreement.

7.
  Other Business. If the Company is considering an offer of securities
to the public, the Company agrees to offer MCF the opportunity to act as
co-lead underwriter/book runner with no less than 50% economic
participation in the transaction. As compensation for any of the foregoing
services, MCF will be paid customary fees to be mutually agreed upon at
the appropriate time. The specific terms of any such additional
engagements will be set forth in separate letter agreements containing
terms and conditions to be mutually agreed upon, including without
limitation appropriate indemnification provisions.

The Company further understands that
if MCF is asked to act for the Company in any other formal additional capacity relating to
this engagement but not specifically addressed in this letter, such as acting as an
underwriter in connection with the issuance of securities by the Company, then such
activities shall constitute separate engagements and the terms and conditions of any such
additional engagements will be embodied in one or more separate written agreements,
containing provisions and terms to be mutually agreed upon, including without limitation
appropriate indemnification provisions. The indemnity provisions in Appendix Bshall apply
to any such additional engagements, unless superseded by an indemnity provision set forth
in a separate agreement applicable to any such additional engagements, and shall remain in
full force and effect regardless of any completion, modification or termination of
MCFs engagement(s).

471

---

8.    Other
MCF Activities. MCF is a full service securities firm engaged in securities trading and
brokerage activities as well as investment banking and financial advisory services. In the
ordinary course of our trading and brokerage activities, MCF or its affiliates may hold
positions, for its own account or the accounts of customers, in equity, debt or other
securities of the Company or any other company that may be involved in an Acquisition
Transaction.

9.     Compliance
with Applicable Law. In connection with this engagement, the Company and MCF
will comply with all applicable federal, provincial, state and foreign
securities laws and other applicable laws.

10.     Independent
Contractor. MCF is and at all times during the term hereof will remain an
independent contractor, and nothing contained in this letter agreement will
create the relationship of employer and employee or principal and agent as
between the Company and MCF or any of its employees. Without limiting the
generality of the foregoing, all final decisions with respect to matters about
which MCF has provided services hereunder shall be solely those of the Company,
and MCF shall have no liability relating thereto or arising therefrom. MCF
shall have no authority to bind or act for the Company in any respect. It is
understood that MCF responsibility to the Company is solely contractual in
nature and that MCF does not owe the Company, or any other party, any fiduciary
duty as a result of its engagement.

11.     Successors
and Assigns. This letter agreement and all obligations and benefits of the
parties hereto shall bind and shall inure to their benefit and that of their
respective successors and assigns. The indemnity and contribution provisions
incorporated into this letter agreement are for the express benefit of the
officers, directors, employees, consultants, agents and controlling persons of
MCF and their respective successors and assigns.

12.     Announcements.
The Company grants to MCF the right to place customary announcement(s) of this
engagement in certain newspapers and to mail announcement(s) to persons and
firms selected by MCF, the whole subject to the Companys prior approval
and all costs of such announcement(s) will be borne by MCF.

13.     Arbitration.
Any dispute between the parties concerning the interpretation, validity or
performance of this letter agreement or any of its terms and provisions shall
be submitted to binding arbitration in the Province of Quebec before an
arbitrator selected by the parties hereto, and the prevailing party in such
arbitration shall have the right to have any award made by the arbitrators
confirmed by a court of competent jurisdiction.

14.     General
Provisions. No purported waiver or modification of any of the terms of this
letter agreement will be valid unless made in writing and signed by the parties
hereto. Section headings used in this letter agreement are for convenience
only, are not a part of this letter agreement and will not be used in
construing any of the terms hereof. This letter agreement constitutes and
embodies the entire understanding and agreement of the parties hereto relating
to the subject matter hereof, and there are no other agreements or
understandings, written or oral, in effect between the parties relating to the
subject matter hereof. No representation, promise, inducement or statement of
intention has been made by either of the parties hereto which is to be embodied
in this letter agreement, and none of the parties hereto shall be bound by or
liable for any alleged representation, promise, inducement or statement of
intention, not so set forth herein. No provision of this letter agreement shall
be construed in favor of or against either of the parties hereto by reason of
the extent to which either of the parties or its counsel participated in the
drafting hereof. If any provision of this letter agreement is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions hereof shall in
no way be affected and shall remain in full force and effect. In case of any litigation or
arbitration between the parties hereto, the prevailing party shall be entitled to its
reasonable legal fees. This letter agreement is made and entered in the Province of
Quebec, and the laws of that province relating to contracts made in, and to be performed
entirely in, the province shall govern the validity and the interpretation hereof. This
letter agreement may be executed in any number of counterparts and by facsimile signature.

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If
the foregoing correctly sets forth your understanding of our agreement, please sign the
enclosed copy of this letter and return it to MCF, whereupon it shall constitute a binding
agreement between us.

| | Very
truly yours,
| | -----------------

| | MERRIMAN
CURHAN FORD & CO.
| | --------------------------

|By: | s/s Gregory S. CurhanGregory
S. Curhan President
|--- | ------------------------------------------------

The
undersigned hereby accepts, agrees to and becomes party to the foregoing letter agreement,
effective as of the date first written above.

MAMMA.COM, INC.

|By: |  | s/s
Guy FauréGuy Fauré President & CEO
|--- |  | --------------------------------------

|By: |  | s/s
David GoldmanDavid Goldman Chairman
|--- |  | ---------------------------------------

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APPENDIX
ADEFINITION OF TRANSACTION VALUE

In the context of this Agreement,
Transaction Value means the aggregate value of all cash, cash equivalents,
securities, and any other forms of payment received or to be received, directly or
indirectly, by the Company or the Target, as the case may be, and its share, option,
warrant and debt holders including, without limitation payments for stock or assets sold,
funds loaned to the Company or the Target, prepaid royalties, advances against sales,
licensing agreements, reimbursed NRE (non-recurring engineering) and any and all other
payments that may be construed as advanced payments for products or services to be
delivered in the future. In addition, the Transaction Value shall include (A) the
aggregate amount of any dividends or other distributions to the shareholders of the
Company or the Target following the date of this Agreement, other than normal recurring
cash dividends in amounts not materially greater than currently paid; (B) the net value of
any current assets of the Company or the Target (such as accounts receivable) not sold by
the Company or the Target; and (C) the fair market value at the time of payment of the
fees of (i) any of the Companys or the Targets consolidated debt (both
long-term and short-term, including capitalized leases) outstanding, assumed or refinanced
at the closing or in anticipation of an Acquisition Transaction, as the case may be; (ii)
all options, warrants, stock purchase rights or stock appreciation rights, whether or not
vested, purchased or assumed by an Acquirer in connection with a Transaction; (iii) all
employment contracts, service contracts, non-competition agreements and pension
liabilities or other employee benefit plan liabilities assumed or entered into by or with
an Acquirer or its affiliates or the Target or its affiliates in connection with an
Acquisition Transaction, as the case may be.

If part or all of the Transaction
Value in an Acquisition Transaction is represented by securities, the value thereof for
the purpose of computing the fees shall be determined as follows:

(i)       
          For securities which are publicly traded prior to the consummation of such
          transaction, the average last sale price for such securities for the ten trading
          days prior to the consummation of such transaction;

(ii)       
          For newly-issued, publicly-traded securities, the average last sale price for
          such securities for ten trading days subsequent to the consummation of such
          transaction, with such portion of the fees being payable the eleventh trading
          day subsequent to the consummation of such transaction; and

(iii)       
          For securities for which no market exists, the mutual agreement of the Company
          and MCF as determined prior to the closing of such transaction.

If part or all of the Transaction
Value is contingent upon the occurrence of some future event (e.g. the realization of
earnings projections), then for purpose of the calculation of the fees, the future event
will be estimated and discounted to its present value using the Bank of America reference
rate as the discount rate and the base case projections presented to the Company for an
Acquisition Transaction.

If part or all of the Transaction
Value is fixed amounts of cash or other consideration payable in the future, including any
non-competition, consultation, or similar payments, then the calculation of the fees will
be based on the present value of those payments discounted using Bank of Americas
reference rate as the discount rate.

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APPENDIX
BINDEMNIFICATION AGREEMENT

The Company agrees to indemnify and
hold harmless MCF and its officers, directors, employees, consultants, attorneys, agents
and controlling persons (within the meaning of Section 15 of the Securities Act of 1933,
as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) (MCF and
each such other persons are collectively and individually referred to below as an
Indemnified Party) from and against any and all loss, claim, damage, liability
and expense whatsoever, as incurred, including, without limitation, reasonable costs of
any investigation, legal and other fees and expenses incurred in connection with, and any
amounts paid in settlement of, any action, suit or proceeding or any claim asserted, to
which the Indemnified Party may become subject under any applicable federal or state law
(whether in tort, contract or on any other basis) or otherwise, and related to the
performance by the Indemnified Party of the services contemplated by this letter agreement
and will reimburse the Indemnified Party for all expenses (including legal fees and
expenses) as they are incurred in connection with the investigation of, preparation for or
defense of any pending or threatened claim or any action or proceeding arising therefrom,
whether or not the Indemnified Party is a party and whether or not such claim, action or
proceeding is initiated or brought by the Company. The Company will not be liable under
the foregoing indemnification provision to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court or arbitrator, not subject to
appeal or further appeal, to have resulted from the Indemnified Partys bad faith,
willful misconduct or gross negligence. The Company also agrees that the Indemnified Party
shall have no liability (whether direct or indirect, in contract, tort or otherwise) to
the Company related to, or arising out of, the engagement of the Indemnified Party
pursuant to, or the performance by the Indemnified Party of the services contemplated by,
this letter agreement except to the extent that any loss, claim, damage, liability or
expense is found in a final judgment by a court or arbitrator, not subject to appeal or
further appeal, to have resulted from the Indemnified partys bad faith, willful
misconduct or gross negligence.

If the indemnity provided above shall
be unenforceable or unavailable for any reason whatsoever, the Company, its successors and
assigns, and the Indemnified Party shall contribute to all such losses, claims, damages,
liabilities and expenses (including, without limitation, all costs of any investigation,
legal or other fees and expenses incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted) (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and
MCF under the terms of this letter agreement or (ii) if the allocation provided for by
clause (i) of this sentence is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i), but also
the relative fault of the Company and MCF in connection with the matter(s) as to which
contribution is to be made. The relative benefits received by the Company and MCF shall be
deemed to be in the same proportion as the fee the Company actually pays to MCF bears to
the total value of the consideration paid or to be paid to the Company and/or the
Companys shareholders in the Target in an Acquisition Transaction. The relative
fault of the Company and MCF shall be determined by reference to, among other things,
whether any untrue or alleged untrue statement of material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company or by MCF
and the Companys and MCFs relative intent, knowledge, access to information
and opportunity to correct. The Company and MCF agree that it would not be just or
equitable if contribution pursuant to this paragraph were determined by pro rata
allocation or by any other method of allocation which does not take into account these
equitable considerations. Notwithstanding the foregoing, to the extent permitted by law,
in no event shall the Indemnified Partys share of such losses, claims, damages,
liabilities and expenses exceed, in the aggregate, the fee actually paid to the
Indemnified Party by the Company.

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The Indemnified Party will give
prompt written notice to the Company of any claim for which it seeks indemnification
hereunder, but the omission to so notify the Company will not relieve the Company from any
liability which it may otherwise have hereunder except to the extent that the Company is
damaged or prejudiced by such omission or from any liability it may have other than under
this Appendix B. The Company shall have the right to assume the defense of any claim,
lawsuit or action (collectively an action) for which the Indemnified Party
seeks indemnification hereunder, subject to the provisions stated herein with counsel
reasonably satisfactory to the Indemnified Party. After notice from the Company to the
Indemnified Party of its election so to assume the defense thereof, and so long as the
Company performs its obligations pursuant to such election, the Company will not be liable
to the Indemnified Party for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof other than reasonable costs of
investigation. The Indemnified Party shall have the right to employ separate counsel in
any such action and to participate in the defense thereof at its own expense; provided,
however, that the reasonable fees and expenses of such counsel shall be at the expense of
the Company if the named parties to any such action (including any impleaded parties)
include both the Indemnified Party and the Company and the Indemnified Party shall have
reasonably concluded, based on advice of counsel, that there may be legal defenses
available to the Indemnified Party which are different from, or in conflict with, any
legal defenses which may be available to the Company (in which event the Company shall not
have the right to assume the defense of such action on behalf of the Indemnified Party, it
being understood, however, that the Company shall not be liable for the reasonable fees
and expenses of more than one separate firm of attorneys for all Indemnified Parties in
each jurisdiction in which counsel is needed). Despite the foregoing, the Indemnified
Party shall not settle any claim without the prior written approval of the Company, which
approval shall not be unreasonably withheld, so long as the Company is not in material
breach of this Appendix B. Also, each Indemnified Party shall make reasonable efforts to
mitigate its losses and liabilities. In addition to the Companys other obligations
hereunder and without limitation, the Company agrees to pay monthly, upon receipt of
itemized statements therefor, all reasonable fees and expenses of counsel incurred by an
Indemnified Party in defending any claim of the type set forth in the preceding paragraphs
or in producing documents, assisting in answering any interrogatories, giving any
deposition testimony or otherwise becoming involved in any action or response to any claim
relating to the engagement referred to herein, or any of the matters enumerated in the
preceding paragraphs, whether or not any claim is made against an Indemnified Party or an
Indemnified Party is named as a party to any such action.

476