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|Exhibit 15.5
|------------

MAMMA.COM, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
CHARTER

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

The purposes
of the Nominating and Governance Committee (the Committee) of Mamma.com, Inc.
(the Company) are:

|· | As
      Nominating Committee the Nominating and Corporate Governance Committee
      shall be: responsible for recommending to the Board of Directors new
      candidates for directors and assessing the performance of the Board of
      Directors and its committees on a regular basis.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|· | As
      Corporate Governance Committee: the Nominating and Corporate Governance
      Committee shall be responsible for reviewing and recommending procedures
      with respect to corporate governance matters from time to time for
      consideration by the Board of Directors.       
| 

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

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

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

All members
of the Committee shall be independent in accordance with the applicable
listing standards of the NASDAQ Stock Market and the rules promulgated by the
United States Securities and Exchange Commission (SEC) and the Ontario
Securities Commission (OSC) with respect to members of a nominating
committee,

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

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

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

Members of
the Committee will be appointed for one (1) year terms and shall serve until
their resignation, retirement, or removal by the Board or until their successors
shall be appointed. The Board may fill vacancies on the Committee and remove a
member of the Committee at any time with or without cause.

169

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

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

|F. | Removal
|-- | -------

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

|G. | Vacancies
|-- | ---------

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

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

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

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

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

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

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

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

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

170

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

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

|IV. | RESPONSIBILITIES AND DUTIES
|--- | ---------------------------

The
Committee shall have such powers and functions as may be assigned to it by the
Board from time to time; however, such functions shall, at a minimum, include
the following, as well as any functions as now or hereafter shall be required of
nominating, or corporate governance committees by the NASDAQ Stock Market, the
SEC or the OSC:

|A. | Nominating Powers and Functions
|-- | -------------------------------

The
nominating powers and function of the Nominating and Corporate Governance
Committee shall be to:

|i) | establish the criteria for Board membership, from time to
      time, which may include one or more of the following:
|-- | ---------------------------------------------------------------------------------------------------------------------
|  

| | (a) | Experience as a senior executive at a publicly traded
      corporation, management consultant, investment banker, partner at a law
      firm or registered public accounting firm, professor at an accredited law
      or business school, or experience in the management or leadership of a
      substantial private business enterprise, educational, religious or
      not-for-profit organization, or such other professional experience as the
      Committee shall determine shall qualify an individual for Board
      service;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| | (b) | whether such person is independent within the meaning of
      such term in accordance with the applicable listing standards of the
      NASDAQ Stock Market and the rules promulgated by the SEC and OSC with
      respect to boards of directors and committees;                                                                                                                                                                                                                                                                        
| |    
| | (c) | financial expertise; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    
| | (d) | particular or unique needs of the Company at the time a
      nominee is being sought.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    

In establishing these
      criteria, the Committee shall make every effort to ensure that
      the Board and its committees include at least
      the number of independent directors, as that term is defined by
      applicable standards promulgated by the NASDAQ Stock Market,
      and the rules promulgated the SEC and the OSC, from time to time for service on boards of directors and
      committees.

|(ii)  | evaluate periodically the functioning and effectiveness of
      the Board and the committees of the Board and assess the individual
      contribution of the directors to the Company.                                                                                                                                                       
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(iii) | recommend to the Board, after consultation with the Chief
      Executive Officer, the slate of candidates for directors to be nominated
      for election by shareholders at annual general meeting of shareholders and
      candidates to fill vacancies on the Board of Directors occurring between
      annual meetings of shareholders.
|     

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|(iv) |  | make recommendations
      relative to the composition of the various committees of the
      Board.
|---- |  | ----------------------------------------------------------------------------------------------------
|    
|B.   |  | Corporate
      Governance Powers and Functions                                                     

The
corporate governance powers and functions of the Nominating and Corporate
Governance Committee shall be to:

|(i)   | monitor and recommend enhancements in the process and the
      structure used to manage and run the internal and commercial business of
      the Company with a view of increasing the Companys value to shareholders
      material compliance with all applicable NASDAQ, OSC and SEC statutes,
      rules and regulations:
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | report annually on the performance of the Board of Directors
      and recommend areas for improving its effectiveness taking into account
      comments from the Chief Executive Officer, Chief Financial Officer and all
      other directors.                                                                               
|     
|(iii) | review the proposed program for the Board of Directors and
      its committees for the following year and comment on appropriateness
      of                                                                                                                                                                                   
|     

| | · | The
      frequency and content of meetings.                                  
| | - | ------------------------------------------------------------------------------
| |  
| | · | Strategic and other issues to be presented and
      discussed.               
| |  
| | · | Materials to be provided.                                                     
| |  
| | · | Communications between the Board of Directors and officers
      and employees
| |  

|(iv)   | review and recommend to the Board of Directors for approval,
      the corporate governance disclosures required to be included in the
      Companys reports, schedules, statements, circulars and other filings
      filed with or furnished to the SEC or OSC.
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(v)    | make recommendations to the Board of Directors with respect
      to the adoption, if need be, of new corporate governance rules and
      procedures or amendments thereto.                                                                                       
|      
|(vi)   | review periodically the criteria regarding the composition of
      the Board and each committee of the Board of Directors, such as its size
      and number of independent directors.                                                                            
|      
|(vii)  | review periodically the criteria relating to tenure as
      director, limitations on the number of times a director may stand for
      re-election and other criteria.                                                                                           
|      
|(viii) | make recommendations to the Board with respect to the
      adoption, if need be, of conflict of interests rules.                                                                                                                                                  
|      

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

With the
assistance of the Audit Committee, the Committee shall annually review and
assess its own performance and the performance of each Committee member and
report to the Board the results of its evaluation. In conducting this review,
the Committee shall address matters that it considers relevant to its
performance, including at a minimum, the adequacy, appropriateness
and

172

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quality of
the information and recommendations presented to the Board, the manner in which
they were discussed or debated, and whether the number and length of meetings of
the Committee were adequate for the Committee to complete its work in a thorough
and thoughtful manner.

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

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

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

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

|D. | Orientation
|-- | -----------

The
Committee shall develop and make recommendations to the Board regarding
orientation for new Directors, that include assisting new directors to
understand: (a) the role of the Board and its Committees; (b) the contribution
individual directors are expected to make (including the commitment of time and
energy that the Company expects from its Directors); and (c) the characteristics
and operations of the Company and its assets.

|E. | Continuing Education
|-- | --------------------

The
Committee shall develop and recommend to the Board a continuing education
program for all Directors that shall, among other things: (a) assist the
Directors to maintain or enhance their skills and abilities as Directors; and
(b) assist Directors in ensuring that their knowledge and understanding of the
Company and its assets remains current.

|F. | Ethical Compliance and Legal Compliance
|-- | ---------------------------------------

The
Committee shall: (a) subject to Board approval, establish review and update
periodically, the Companys code of business conduct and ethics (the Code of
Conduct) with a view to complying with all applicable rules and regulations,
and ensure that management has established a system to enforce this code; (b)
monitor compliance with the Code of Conduct and the review system in place to
ensure that the Companys financial statements, reports and other financial
information disseminated to governmental organizations and the public satisfy
legal requirements; (c) satisfy itself that management has established a system
to disclose the Code of Conduct, any amendments to the code and any waivers from
the code granted by the Committee for the benefit of a Director or senior
officer of the Company, as required by applicable rules and regulations; and (d)
monitor compliance with the Companys Disclosure, Confidentiality and
Restrictions on Trading Policy.

|G. | Revision of Charter
|-- | -------------------

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

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|H. | Other Activities
|-- | ----------------

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

174