> Exhibit 4.8
> 
> 
> March 16th, 2004
> 
> 
> Guy Faure, President & CEODavid Goldman, ChairmanMamma.com,
>  Inc.388 St. Jacques Street West, 8th FloorMontreal, QC H2Y 1
> 
> 
> 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 saleSequential Page No:  328 of 350Exhibits:  Page 123strategies. 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.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 one year 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 agreementSequential Page No:  329 of 350Exhibits:  Page 123by the Company. This payment
>  will be in consideration of the first month of services provided by MCF. MCF will receive a financial
>  advisory fee of $5,000 for each month of its engagement by the Company. Company agrees to a six-month
>  minimum obligation. ($30,000 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. In addition,
>  upon execution of this letter agreement by the Company, MCF will receive a warrant to purchase 10,000
>  shares of common stock of the Company per month throughout the Term of this Agreement, with a minimum
>  issuance of 60,000 shares. Each warrant will have an exercise price equal to the average closing bid
>  price for the last five (5) trading days at the end of the month of its issue. The number of shares
>  of each warrant will be adjusted for stock splits or other dilutive events. The warrants will also include
>  piggyback registration rights, a net exercise provision, will be immediately exercisable on their issuance
>  date and will have a term of five years from the issuance date.6.
> Indemnity and Contribution. The parties agree to the terms of MCFs standard indemnification agreement,
>  which is attached hereto as Appendix A and 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 A shall 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.Sequential Page No:  330 of 350Exhibits:  Page 1238.
> 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.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 aSequential Page No:  331 of 350Exhibits:  Page 123court 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.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/ Gregory S. CurhanGregory S. CurhanPresident
> 
> 
> 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 Faure   Guy Faure,
>  President & CEO
> By: s/s David Goldman   
>  David Goldman, Chairman
> 
> 
> 
> Sequential Page No:  332 of 350Exhibits:  Page 123APPENDIX 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.
> 
> 
> 
> Sequential Page No:  333 of 350Exhibits:  Page 123The 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.
> 
> 
> Sequential Page No:  334 of 350Exhibits:  Page 123Exhibit 4.8
> 
> 
> March 16th, 2004
> 
> 
> PERSONAL & CONFIDENTIAL
> 
> 
> Guy Faure, President & CEODavid Goldman, ChairmanMamma.com,
>  Inc.388 St. Jacques Street West, 8th FloorMontreal, QC H2Y 1
> 
> 
> 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 an 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 AcquisitionSequential Page No:  335 of 350Exhibits:  Page 123Transactions. The Company will not be required
>  to compensate MCF for any potential Acquisition Transactions listed in Appendix C (Excluded Companies).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
> 
> 
> 
> 
> Sequential Page No:  336 of 350Exhibits:  Page 123MCF 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 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 (for example, with respect to cash paid after the end of the Tail Period
>  upon the exercise of warrants issued in a Capital Raising Transaction).(ii)
> Warrants. As part of the Financing Completion Fee, MCF will receive warrants to purchase common
>  stock in an amount equal to 6.0% of the number of shares of common stock (or common stock equivalents)
>  purchased by Investors in a Capital Raising Transaction and 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 $10 million; plusb.
> 3.0% of the total Transaction Value (as defined in Appendix A) including and in excess of $10 million
>  but less than $15 million; plusSequential Page No:  337 of 350Exhibits:  Page 123c.
> 2.0% of the total Transaction Value (as defined in Appendix A) including and in excess of $15 million.(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; plusb.
> 3.0% of the total Transaction Value (as defined in Appendix A) including and in excess of $10
>  million but less than $15 million; plusc.
> 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 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).(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 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 B and 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 customarySequential Page No:  338 of 350Exhibits:  Page 123fees 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 B shall 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.
> 
> 
> 
> Sequential Page No:  339 of 350Exhibits:  Page 12313.     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.
> 
> 
> 
> Sequential Page No:  340 of 350Exhibits:  Page 123If
>  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/ Gregory S. CurhanGregory S. CurhanPresidentThe
>  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 Faure   Guy FaurePresident
>  & CEO
> By: s/s David Goldman   David
>  GoldmanChairman
> 
> 
> Sequential Page No:  341 of 350Exhibits:  Page 123APPENDIX 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.
> 
> 
> Sequential Page No:  342 of 350Exhibits:  Page 123APPENDIX 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.
> 
> 
> Sequential Page No:  343 of 350Exhibits:  Page 123The 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.
> 
> 
> 
> 
> 
> 
> Sequential Page No:  344 of 350Exhibits:  Page 123APPENDIX CEXCLUDED COMPANIES
> 
>    Mail Creations   Digital
>  Arrow   Marchex    Whatuseek   Net Creations  
>  Santa Monica Networks Inc.   Bidclix Inc.   Kanoodle Inc.

Sequential Page No:  345 of 350Exhibits:  Page 123

---