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Exhibit 4.9

SECURITIES PURCHASE AGREEMENTmade
and entered into at the City of Boca Raton, State of Florida as of the 10th day of June,
2004.

|BY AND BETWEEN: |  | CHRIS TSISTINAS (also known as Chris Andrews), Executive, of the City of Delray Beach, State of Florida                                                                                                | 
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|                |  |                                                                                                                                                                                                        | 
|AND:            |  | ERIK KRETSCHMAR, Executive, of the City of Delray Beach, State of Florida                                                                                                                              | 
|                |  |                                                                                                                                                                                                        | 
|                |  | herein collectively referred to as the Vendors                                                                                                                                                       | 
|                |  |                                                                                                                                                                                                        | 
|AND:            |  | MAMMA.COM USA, INC., a legal person, duly incorporated according to law, herein acting and
represented  by Guy Fauré,  its  President and CEO,  duly  authorized  hereto as he so declares,            | 
|                |  |                                                                                                                                                                                                        | 
|                |  | herein referred to as the Purchaser                                                                                                                                                                  | 
|                |  |                                                                                                                                                                                                        | 
|AND:            |  | DIGITALARROW LLC, a legal person, duly incorporated according to law, herein acting and represented by
its President, Erik Kretschmar, duly authorized hereto as he so declares,                       | 
|                | 
|                |  | herein referred to as Digital                                                                                                                                                                        | 
|                | 
|AND:            |  | HIGH PERFORMANCE BROADCASTING, INC., a legal person, duly incorporated according to law,herein
acting and represented by its President,  Erik  Kretschmar,  duly authorized  hereto as he so declares, | 
|                | 
|                |  | herein referred to as HPB                                                                                                                                                                            | 
|                | 
|AND:            |  | MAMMA.COM INC., a legal person, duly incorporated according to law, herein acting and
represented by its President and CEO,Guy Faure, duly authorized hereto as he so declares,                        | 
|                | 
|                |  | herein referred to as Parent                                                                                                                                                                         | 

WHEREASDigital carries on the
business of offering Internet marketing solutions to its clients including, without
limiting the generality of the foregoing, e-mail and pop-up marketing services;

WHEREASHPB carries on the business
of providing e-mail deployment services and consultation;

WHEREASPurchaser is a wholly owned subsidiary
of the Parent;

WHEREASthe Parent and Purchaser
carry on a related business operating as a provider of meta-search and on-line direct
marketing services;

WHEREASVendors own all of the
Purchased Securities (as hereinafter defined);

377

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WHEREASthe Vendors wish to sell to
the Purchaser and the Purchaser wishes to purchase from the Vendors the Purchased
Securities (as hereinafter defined), the whole upon the terms and conditions hereunder set
forth;

NOW THEREFORE, THIS
AGREEMENT WITNESSETH:

SECTION 1    PREAMBLE

The preamble hereto shall form an
integral part hereof and shall avail as if fully and effectively recited herein at length.

SECTION 2    DEFINITIONS

Wherever used in this Agreement,
unless there is something in the subject matter or context inconsistent therewith, the
following words shall have the meanings ascribed to them herein.

| | (a) |  | Accounts
Receivable means the accounts receivable of Digital and HPB for
sales made and services rendered and invoiced up to the Effective Date;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | Agreement means
this Securities Purchase Agreement and all writings supplemental hereto or
in amendment or confirmation hereof, including the Schedules annexed
hereto and all writings delivered pursuant hereto;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | Assets means
the Accounts Receivable, Equipment, Intellectual Property, cash and all
other property and assets owned, directly or indirectly, by Digital and
HPB;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | Closing
Date or Closing means the date of execution of this
Agreement;
| | --- |  | --------------------------------------------------------------------------

| | (e) |  | Consents means
the consents of a contracting party to the assignment of the Contracts if
required by the terms of such contracts;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------

| | (f) |  | Contracts means
all agreements, understandings and commitments (whether written or oral)
to which Digital or HPB is a party or by which either may be bound;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) |  | Effective
Date means June 1, 2004;
| | --- |  | ------------------------------------

| | (h) |  | Escrow
Agent means Manufacturers and Traders Trust Company;
| | --- |  | -------------------------------------------------------------

| | (i) |  | Escrow
Agreement means that certain Escrow Agreement executed by the
parties hereto this date;
| | --- |  | ------------------------------------------------------------------------------------------------

| | (j) |  | Escrow
Period means the period terminating twelve (12) months following the
Closing Date;
| | --- |  | -------------------------------------------------------------------------------------------

| | (k) |  | Equipment means
the equipment listed on Schedule A;
| | --- |  | -----------------------------------------------------

| | (l) |  | Financial
Statements means the financial statements of Digital and HPB for the
fiscal period ending December 31, 2003 as well as the internal interim
statements of Digital and HPB prepared by Digital and HPB for the period
ending April 30, 2004 all of which are attached hereto as Schedule B;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

378

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| | (m) |  | GAAP means,
at any time, accounting principles generally accepted in the United States
during the relevant time applied on a consistent basis;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (n) |  | Intellectual
Property means all industrial and intellectual property rights of
Digital and HPB including, without limitation, the technology, all
patents, patent applications, patent rights, trademarks, trademark
applications, trade names, domain names, service marks, service mark
applications, design marks, design mark applications, copyrights,
copyright registrations, source codes, research and development, know-how,
trade secrets, technology, inventions, confidential information and all
related documentation and material pertaining thereto;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (o) |  | Interim
Period shall mean the period from December 31, 2003 up to the
Effective Date;
| | --- |  | ---------------------------------------------------------------------------------------

| | (p) |  | Purchased
Business means collectively the business carried on by Digital and
HPB at the Closing Date;
| | --- |  | -------------------------------------------------------------------------------------------------------

| | (q) |  | Mamma
Shares shall mean the shares in Parent issued to Vendors pursuant to
Section 4 2(d) hereof;
| | --- |  | ---------------------------------------------------------------------------------------------------

| | (r) |  | Parties means
the Vendors and the Purchaser;
| | --- |  | ----------------------------------------------

| | (s) |  | Taxes means
all amounts payable on account of income, corporate, capital, goods and
services, excise, sales or any other type of taxes, governmental charges,
levies, assessments or reassessments, including interest and penalties;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (t) |  | Purchase
Price means the purchase price to be paid for the Purchased
Securities as provided for in Article 4;
| | --- |  | ---------------------------------------------------------------------------------------------------------------

| | (u) |  | Purchased
Securities means all of the issued and outstanding shares in the
capital stock of HPB and the membership units of Digital owned by the
Vendors, and sold to the Purchaser pursuant to the terms hereof;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 3    PURCHASE AND
SALE OF SECURITIES

Subject to the terms and conditions
hereinafter set forth, the Vendors do hereby sell, transfer, assign and deliver to the
Purchaser and the Purchaser, in reliance upon the representations, warranties, covenants
and agreements of the Vendors contained herein and subject to the terms and conditions of
the present Agreement, hereby purchases from the Vendors as and from the Effective Date
the Purchased Securities in consideration of the payment of the Purchase Price.

SECTION 4    PURCHASE PRICE

4.1       
Purchase Price. The
Purchase Price for the Purchased Securities shall be equal to the sum of $1,050,000.00
plus the issuance to the Vendors of 90,000 common shares in the aggregate of the Parent
at the direction of the Purchaser.

4.2       
Payment of the Purchase
Price. The Purchase Price shall be payable as follows:

| | (a) |  | $350,000.00 shall be remitted to the Vendors equally
($175,000.00 each) at Closing by way
of wire transfer of funds;
| | --- |  | --------------------------------------------------------------------------------------------------------------------

379

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| | (b) |  | $590,000.00
shall, subject to Article 8 hereof, be held in escrow with the                Escrow
Agent and shall be remitted to the Vendors on January 4, 2005, less any
               portion thereof used to satisfy a claim under Article 8 for
indemnification;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | $110,000.00
shall be subject to Article 8 hereof, held in escrow with the Escrow                Agent
for a period of twelve (12) months following the Closing at which time it
               will be remitted to the Vendors less any portion thereof used to satisfy a
claim                under Article 8 for indemnification; and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | the
balance of the Purchase Price shall be payable by way of the Parent issuing           to
the Vendors at Closing 90,000 common shares of the Parent of which 9000           common
shares shall be held in escrow with the Escrow Agent and shall be subject           to
the terms and provisions of Article 8 hereof and the Escrow Agreement.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
81,000 common shares to be issued as partial consideration for the transfer of the
Purchased Securities (which are not to be held in escrow with the Escrow Agent) shall be
delivered to the Vendors as soon as possible after the Closing and all 90,000 such common
shares will be restricted securities as defined in Rule 144 promulgated by
the United States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the Act) and under applicable canadian securities legislation
subject to applicable resale restrictions imposed the Act, by Rule 144 and applicable
canadian securities legislation and the share certificates shall be labelled with the
Parents Rule 144 legend and any other applicable restrictive legend.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.3       Allocation. The Purchase Price
shall be allocated amongst the Purchased Securities of Digital and HPB by Purchaser
within thirty (30) days of the Closing Date. The parties confirm that fifty-three percent
(53%) of the Purchase Price or the sums payable pursuant to Article 4.2 (a), (b) and (c)
hereof correspond with the payment for fifty-three percent (53%) of the Purchased
Securities and the balance of the Purchase Price or the Mamma Shares are issued by the
Parent in payment of the balance of the Purchase Price at the direction of the Purchaser.

SECTION 5    
REPRESENTATIONS AND WARRANTIES

In order to induce the Purchaser to
enter into and consummate this Agreement, the Vendors hereby represent and warrant to and
in favour of the Purchaser as follows:

5.1       
Incorporation and Capacity.
Digital was duly formed and HPB was duly incorporated under the laws of the State of
Florida. Digital is a limited liability company and HPB a corporation and both are valid
and subsisting and in good standing under such laws. Both Digital and HPB are in good
standing and are licensed or qualified to transact business in Florida and are qualified
in such jurisdiction where it is necessary to be qualified in order to avoid a material
adverse effect on the Purchased Business. All corporate books and records of both Digital
and HPB are maintained at their head offices or at the offices of their solicitors.

5.2       
Authorization of Agreement. This
Agreement constitutes a valid and binding obligation of each of the Vendors, Digital and
HPB, enforceable in accordance with its terms and neither the entering into nor the
delivery of this Agreement nor the completion of the transactions contemplated hereby by
the Vendors will result in the violation of:

| | (i) |  | any
agreement or other instrument to which either Digital or HPB is a party or           by
which either Digital or Arrow is bound; or
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------

380

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| | (ii) |  | any
applicable law, rule or regulation which may govern Digital or HPB.
| | ---- |  | -----------------------------------------------------------------------

5.3       
Subsidiaries. The Vendors do not
have, directly or indirectly, any ownership or other interest in, or any assets or rights
used to carry, or control of any corporation, partnership, joint venture, business
association or other entity which carries on the Purchased Business.

5.4       
 Authorized and Issued
Securities. All of the Purchased Securities are duly authorized and validly issued and
are outstanding as fully paid and non-assessable, and constitute all of the outstanding
shares in the capital stock of HPB and all of the outstanding equity interests in
Digital. The Vendors are the legal and beneficial owners of the Purchased Securities.

5.5       
Title to Shares. The Vendors own
the Purchased Securities with good and marketable title thereto, free and clear of all
liens, encumbrances, pledges, charges and claims of any nature or kind whatsoever. 5.6
Voting Trust. None of the Purchased Securities are subject to any voting trust or voting
agreement and there is no proxy in existence with respect to any of the Purchased
Securities.

5.7       
Rights to Purchase Securities.
There are no contracts, options or other rights of another binding upon or which at any
time in the future may become binding upon the Vendors, Digital or HPB to issue, sell,
transfer, assign, pledge, charge, mortgage or in any other way create, dispose of or
encumber any of the Purchased Securities or any additional shares or membership units
other than pursuant to the provisions of this Agreement.

5.8       
Actions Respecting Securities.
There are no actions, suits, proceedings or claims pending or threatened with respect to
or in any manner affecting the ownership by the Vendors of the Purchased Securities, and
none of the Purchased Securities are subject to any agreement (other than the present
Agreement) to buy or sell or restricting, limiting or in any manner affecting the
transferability thereof.

5.9       
Records. The minute books of the
Digital and HPB are complete and up to date in all respects and accurately reflect all
material corporate or company actions and decisions which have been taken by their
respective board of directors, managers, shareholders and unit holders.

5.10     
Effect of Agreement. Neither the
execution and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will:

| | (i) |  | conflict
with, violate, result in a breach of or constitute a default under any
               provision of the articles of incorporation, articles of organization,
operating                agreement, or by-laws or other organizational documents of
Digital or HPB;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) |  | violate,
conflict with or result in the breach or termination of or                modification,
or otherwise give any other contracting party the right to                terminate, or
constitute a default, with or without notice, or cause the                acceleration of
any obligation, under the terms of any agreement or instruments                to which
the Digital or HPB are a party or by which any of their properties or
               other assets may be bound;
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

381

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| | (iii) |  | conflict
with, violate, result in a breach of or constitute a default under any
               judgment, order, injunction, decree or award against, or binding upon
Digital or                HPB or upon any of the properties or other assets used in the
Purchased                Business;
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) |  | violate
any law or regulation of any jurisdiction in which Digital or HPB                carries
on business.
| | ---- |  | -------------------------------------------------------------------------------------------------------------

5.11     Compliance with Law.
 All aspects
of the Purchased Business have been conducted in accordance with all applicable laws,
ordinances and regulations.

5.12     
Rights and Privileges. Digital
and HPB hold all licenses and permits, all unencumbered and subject to no challenge,
revocation, expiry or termination, which are material or necessary to the operation of
each and every aspect of the Purchased Business. To the best of the knowledge of the
Vendors, there exists no pending or threatened revocation or termination of any such
license or permit. All such licenses and permits are sufficient and adequate in all
respects to permit the lawful conduct by Digital and HPB of the Purchased Business in the
manner now conducted and none of the operations of the Purchased Business was conducted in
any manner that materially violates any of the terms or conditions under which any license
or permit was granted.

5.13     Legal Proceedings.
 There are no
suits, claims, actions (arbitration or legal) or administrative or other proceedings or
governmental investigations pending or, to the knowledge of the Vendors, threatened
against Digital or HPB or the Vendors or any of their respective members, managers,
officers, directors, employees, agents or affiliates involving, affecting or relating to
its Purchased Business or the Assets or the transactions contemplated by this Agreement
before any court or administrative agency, authority or officer. The Vendors do not know
of any facts or circumstances which should, or could, reasonably form the basis for any
such suits, claims, actions, proceedings and, to the knowledge of the Vendors, are not the
subject of any investigation or proceedings by any governmental authority, and none of the
Assets of the Digital and HPB nor any of its business practices is in any manner, directly
or indirectly, affected by any judgment, order, writ, or injunction of any court or
governmental or administrative agency or officer.

5.14     Tax Returns.
 The Vendors,
Digital and HPB have filed in proper form all federal, state and local income,
corporation, franchise, sales, withholding and other tax returns and all reports required
to be filed by law.

5.15     Tax Liabilities.
 The Vendors,
Digital and HPB do not have any liability, obligation or commitment for the payment of
income taxes, corporation taxes or other taxes or charges or assessments or duties of
whatever nature or kind (inclusive, without restriction, of all income taxes, corporation
taxes, sales taxes, payroll taxes, withholding taxes, customs duties and excise
taxes, or interest or penalties with respect thereto). Vendors, Digital and HPB are not in
arrears with respect to any required withholdings or payments of any taxes of any kind.
There are no actions, suits, proceedings, investigations or claims now threatened or
pending against Vendors, Digital or HPB in respect of taxes nor are there any matters
under discussion with any governmental authority with respect to taxes asserted by any
such authority.

5.16     No Liabilities.
There are no
liabilities or obligations of Digital or HPB of any kind or nature whatsoever, whether or
not accrued and whether or not determined or determinable, contingent, absolute or
otherwise, direct or indirect, known or unknown, in respect of which the Purchaser is or
may become liable on or after the date hereof in connection with any actions, omissions or
events relating to any activities of either Digital or HPB occurring prior to the date
hereof which have not been fully disclosed to the Purchaser.

382

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5.17     Financial Statements. The
Financial Statements:

| | (i) |  | reflect
accurately the transactions entered into by Digital and HPB, whether or           not
reflected in the books and accounts of the Digital and HPB;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) |  | are
true and correct and present fairly the assets, liabilities, retained           earnings,
profit and loss and financial position of Digital and HPB as at the           dates
thereof;
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) |  | have
been prepared in accordance with GAAP;
| | ----- |  | -------------------------------------------

Except to the extent reflected or
reserved against on the Financial Statements, neither Digital nor HPB on the Closing Date
have any liabilities or obligations of any nature, whether direct or indirect, accrued,
absolute, contingent or otherwise, known or unknown, fixed or unfixed, liquidated or
unliquidated including, without limitation, federal, state, local, municipal or other tax
liabilities due or to become due or penalties, assessments or interest charges in respect
thereof, or unusual forward or long term commitments or unrealized or anticipated losses
from any unfavourable commitments.

5.18     
Condition of the Assets.
Schedule A is a list of the Equipment owned by Digital and HPB. The Assets (including the
Equipment) are in all material respects in good condition and working order (reasonable
wear and tear excepted) and are sufficient for all operations presently conducted by
Digital and HPB. No material modification, repairs, maintenance or remodelling are needed
with respect to the applicable laws, and no notice of any violation of any law, statute,
ordinance or regulation relating to any the Assets has been received by either Vendor,
Digital or HPB.

5.19     Unfair Practices.
 There is no
unfair labour practice charge or complaint with respect to employees of Digital or HPB
pending before any agency, authority, board or court.

5.20      Employment Matters.
 Schedule C
annexed hereto is a list of the names of all employees, officers, managers, and directors
of Digital and HPB and a brief job description for each employee of Digital and HPB and,
for each such person, his or her age, current rate of compensation (including salary,
bonus and all other forms of compensation), the date of hire and the date and amount of
the most recent increase in compensation and whether any commitment, promise or
undertaking has been made by the Vendors or any officer of Digital and HPB with respect to
any increase in the compensation payable to any such employee or any portion thereof.
Digital and HPB have made all deductions required by law to be made for wages and salaries
and has either remitted same to the respective legally constituted authorities entitled to
receive payment of same or has provided for same in its accounts.

5.21     Accounts Receivable.
 To the best
of Vendors knowledge, the Accounts Receivable of Digital and HPB are valid and
genuine and have arisen solely from bona fide sales and deliveries of goods and services
in the ordinary course of business consistent with past practice.

5.22     
Intellectual Property. All
Intellectual Property owned or licensed by Digital and HPB (including without limitation,
the trade-marks and domain sites for Digital Arrow) or used or useful in the Purchased
Business is free and clear of any adverse claims, challenges or interests. Vendors do not
own or have any right in or to any Intellectual Property owned or licensed by Digital or
HPB. No licenses, sublicenses, covenants or agreements have been granted or entered into
by Vendors, Digital or HPB relating to any patents, trademarks, trade names, service
marks, licenses, applications, trade secrets, formulas and other confidential information.
No patents, trademarks, trade names, service marks, copyrights, licenses, or other
intellectual property rights or applications therefore other than the Intellectual
Property are necessary for or used in the operation of the Purchase Business as presently
operated. The operation of the Purchased Business and the use of its products by customers
have not involved any infringement, and Vendors, Digital and HPB have no notice or
knowledge of any claim of infringement of any Intellectual Property.

383

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5.23     Interim Period.
 The Vendors
have, during the Interim Period not performed any act which would materially adversely
affect the Purchased Business, Digital, HPB or any of the Assets.

5.24     Insurance.
Digital and MPB
maintain and shall maintain up to and including the Closing Date insurance against all
such liabilities, hazards and risks (including without limitation, product liability
claims) and in at least such amounts as are usually carried by firms engaged in the same
or similar business. All premiums on insurance policies relating to Digital and HPB have
been paid, those becoming due on or prior to the Closing Date will be timely paid, and all
such insurance shall remain in effect through the Closing Date.

5.25     Title.
 Digital & HPB possess
and have good and marketable title to the Assets, free and clear of any and all mortgages,
hypothecs, liens (legal or contractual), pledges, charges, security interests,
encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising.
With respect to the Assets and the Purchased Business, Digital and HPB are not party to
any lease, conditional sales contract, capital lease, hire purchase agreement or other
title retention agreement save and except for a lease entered into between Digital and
Opportunity Leasing, Inc. for premises located at 140 N.E. 4th Avenue, Suite C, Delray
Beach, Florida 33483.

5.26     Full Disclosure.
 Neither this
Agreement nor any certificate or other document delivered to the Purchaser pursuant to the
transactions contemplated hereby contains an untrue statement of a material fact or omits
to state a material fact necessary to make the statements made, in light of the
circumstances in which they are made, not misleading.

The
Vendors have no information or knowledge of any relevant fact which has not been disclosed
to the Purchaser which, if known to him or it, might reasonably be expected to deter the
Purchaser from completing the transaction of purchase and sale herein contemplated.

SECTION 6    FURTHER
REPRESENTATIONS

6.1       
Representations and
Acknowledgements regarding Mamma Shares. The Vendors furthermore individually represent
and warrant as follows with respect to the common shares of the Parent delivered by Parent
as part of the Purchase Price (collectively the Mamma Shares) at the direction
of the Purchaser:

| | (a) |  | Each
Vendor acknowledges that the acceptance of the Mamma Shares involves a           high
degree of risk and further acknowledges that he can bear the economic risk           of
owning the Mamma Shares, including the total loss of his investment.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | Each
Vendor acknowledges that each Vendor has reviewed all of the Parents
          disclosures and filings on SEDAR and EDGAR, as well as press releases
          (collectively, the Filings), and each Vendor has thoroughly
reviewed           and fully understands the information in the Filings, including
without           limitation the portions thereof captioned Risk Factors, Description of
the           Business and Description of the Mamma Shares.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | Each
Vendor has sufficient knowledge and expertise in financial and business           matters
to evaluate the merits and risks of this investment, has had an           opportunity to
review the books and records of account of the Parent, and to ask           questions of,
and receive answers from, appropriate representatives of the           Parent concerning
the Parents proposed operations, capitalization and bank           financing, and
the terms and conditions of this offering of the Mamma Shares,           and to obtain
such additional information as each Vendor deems necessary to make           a fully
informed decision as to this offering of the Mamma Shares.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

384

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| | (d) |  | Each
Vendor understands that the Mamma Shares are being offered and sold to him           in
reliance on specific exemptions from the registration requirements of Federal
          and State securities laws and that the Parent is relying upon the truth and
          accuracy of the representations, warrants, agreements, acknowledgments and
          understandings of each Vendor set forth herein in order to determine the
          applicability of such exemption and the suitability of each Vendor to acquire
          the Mamma Shares.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) |  | Each
Vendor understands that no Federal or State agency in the United States           and no
securities commission in Canada has passed upon the offering of the Mamma
          Shares or made any finding or determination as to the fairness of this
          investment, and each Vendor acknowledges that the Mamma Shares have not been
          registered under the Securities Act and may not be offered or sold, unless the
          Mamma Shares are registered under the Securities Act, or an exemption from the
          registration requirements from the Securities Act is available.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) |  | Each
Vendor is acquiring the Mamma Shares for his own account and has not
          pre-arranged a resale of the Mamma Shares to or on behalf of such Vendor.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) |  | Each
Vendor understands that: (i) his right to transfer or re-sell the Mamma
               Shares will be restricted as set forth in the Agreement and by the
Securities                Act and state securities laws, including without limitation the
provisions of                Rule 144 under the Securities Act and under applicable
Canadian Securities                Legislation; (ii) such laws impose limitations upon
such transfer; and (iii) the                Parent is under no obligation to register the
Mamma Shares in connection with                the subsequent transfer by either Vendor
or to aid him in obtaining any                exemption from such registration.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 7    PURCHASERS REPRESENTATIONS

7.1       
Authority. Purchaser has all the
necessary power and authority to execute and deliver this Agreement and the other
documents relating to the present transaction, to perform its obligations hereunder, and
to consummate the said transaction.

7.2       
All Requisite Power. The
execution and delivery of this Agreement and the related documents and the consummation by
Purchaser of the Agreement have been duly and validly authorized by all requisite action
and no other corporate proceeding on the part of Purchaser is necessary to authorize this
Agreement.

7.3       
Authorized Officer. This
Agreement has been duly and validly executed and delivered on behalf of Purchaser by a
duly authorized officer of Purchaser.

7.4       
Binding Obligation. This
Agreement and the other documents constitute, the legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with their respective terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws and equitable principles related to or limiting creditors rights generally and
by the availability of equitable remedies and defences.

SECTION 8    SURVIVAL OF
REPRESENTATIONS AND WARRANTIES AND INDEMNITY

8.1       
Term of Representation. All of the representations and warranties made by the
Vendors shall continue to survive the execution of the present Agreement for a
period of two (2) years following the Closing Date except for those
representations and warranties of the Vendors relating to taxes which shall
survive for the period of time during which a reassessment may be made.

385

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8.2.       
Indemnification by the Vendors. The Vendors shall indemnify the Purchaser, and
save Purchaser and their respective officers, directors, employees, affiliates
and representatives harmless from and against any and all claims, losses,
liabilities, damages, recoveries, deficiencies, costs and expenses (including,
without limitation, interest, penalties and attorneys fees and
disbursements) (hereinafter some times referred to collectively as
losses) suffered or sustained by the Purchaser resulting from,
arising out of or relating to:

| | (i) |  | any
breach or falsity of any of the representations or warranties of the           Vendors
set forth herein or any failure to fulfil any covenant or obligation on           the
part of the Vendors under this Agreement or from any misrepresentation in or
          omission from any certificate, schedule or other document provided to the
          Purchaser by the Vendors pursuant to this Agreement;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) |  | any
claims, demands, suits, proceedings or actions by any third party           containing
allegations which, if true, would constitute a misrepresentation,           breach of
warranty or failure to fulfil a covenant or obligation on the part of           the
Vendor under this Agreement;
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) |  | any
claims, demands or causes of action of any kind or nature by any third           party
arising from the conduct of the Purchased Business prior to the Closing           Date.
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) |  | any
assessment or reassessment for taxes of Digital and HPB or for any taxation
          year ending on or before the Closing Date to the extent that the amount of
taxes           payable as a result of such assessment or reassessment exceeds the amount
          accrued as a liability for such taxes.
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.3       
Satisfaction of Indemnification
Obligations. The obligations of indemnification shall be satisfied within forty-five (45)
days after written notice thereof from the Purchaser to the Vendors. Upon obtaining
knowledge thereof, Purchaser shall promptly notify the Vendors of any claim or demand
which the Purchaser has determined has given or could give rise to a right of indemnity
under this Agreement. If such claim or demand relates to a claim or demand asserted by a
third party against the Digital and HPB (Third Party Claim), the Vendors shall
have the right to defend the same at their own cost and expense with counsel of their own
selection, provided that:

| | (i) |  | Purchaser
shall at all times have the right to fully participate in the defence           at its
own expense;
| | --- |  | -------------------------------------------------------------------------------------------------------------

| | (ii) |  | the
Third Party Claim seeks only monetary damages and does not seek any           injunctive
or other relief against Purchaser;
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------

| | (iii) |  | the
Vendors unconditionally acknowledge in writing their obligation to           indemnify
and hold the Purchaser harmless with respect to the Third Party Claim;
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) |  | counsel
chosen by the Vendors is satisfactory to the Purchaser, acting           reasonably.
| | ---- |  | --------------------------------------------------------------------------------------------

8.4       
Failure to Defend. If the Vendors
shall, within a reasonable time after notice of a Third Party Claim, fail to defend a
Third Party Claim, Purchaser shall have the right, but not the obligation, to undertake
the defence of and to compromise or settle the Third Party Claim on behalf, for the
account and at the risk and expense of Vendors. In the event that the Vendors do defend a
Third Party Claim, they will not be permitted to control the settlement of the claim,
unless:

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| | (i) |  | the
terms of the settlement require only the payment of money and do not           require
the Purchaser to admit any wrongdoing or take or refrain from taking any
          action;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) |  | the
full amount of the settlement is paid by the Vendors; and
| | ---- |  | -------------------------------------------------------------

| | (iii) |  | the
Purchaser receives, as part of the settlement, a legally binding and
          enforceable unconditional satisfaction or release, which is in form and
          substance reasonably satisfactory to the Purchaser, providing that the Third
          Party Claim and any claimed liability of Purchaser with respect to the claim is
          being fully satisfied because of the settlement and that the Purchaser is being
          released from any and all obligations or liabilities it may have with respect
to           the Third Party Claim.
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.5       
Notification and Set-Off. In the
event that Digital, HPB or the Purchaser receives or institutes any claims pursuant to the
provisions of this Section 8, the Purchaser shall notify the Vendors of such claim,
affording the Vendors forty-five (45) days to remedy such claim.

If
Vendors fail to remedy such claim, then the Purchaser shall be entitled to recover any
losses relating to any such claim as set forth above, first against any sums deposited and
second against the common shares deposited with the Escrow Agent and thereafter against
the Vendors personally.

In
the event of any such dispute, the balance of the Purchase Price shall be dealt with by
the Escrow Agent in accordance with the Escrow Agreement.

8.6       
Limitation. Notwithstanding the
foregoing, the maximum aggregate amount of the Vendors indemnification herein shall be
equal to the Purchase Price, except where losses are related to fraud or intentional
misrepresentations of the Vendors. In addition, the Vendors shall only be called upon to
indemnify Purchaser once losses suffered by the Purchaser herein total $10,000.00 in the
aggregate.

8.7       
Non-Exclusive Remedy. The rights
and remedies provided in this Section 8 are cumulative with, and not exclusive of any
other right, remedy, power or privilege to the Purchaser by contract at law or in equity.

SECTION 9    BROKERAGE

9.1       
Purchaser shall be solely
responsible to pay for any broker or finders fee in connection with this Agreement or the
transactions contemplated herein and covenants and agrees to indemnify and hold the
Vendors harmless from and against any loss, cost, damage, expense (including reasonable
attorneys fees and expenses) and liability resulting from any claims that may be
made by any broker or other person claiming a fee or other compensation in connection with
the transactions contemplated by this Agreement.

SECTION 10    NOTICES

Any notice or other communication
permitted or required to be given hereunder by one party to the other shall be in writing
and shall be delivered by hand or by courier service or by telecopier to the party
entitled or required to receive the same, as follows:

387

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IF TO VENDORS:

140 N.E. 4th AvenueSuite CDelray Beach, Florida 33483
U.S.A.

WITH A COPY TO:

HODGSON RUSS LLP
1801 N. Military Trail 
Suite 200
Boca Raton, Florida 33431
U.S.A.

Attention: Robert C. White

IF TO PURCHASER:

388 St. Jacques Street West
9th Floor
Montreal, Quebec
H2Y 1S1

Attention: Mr. Guy Fauré

WITH A COPY TO:

SPIEGEL SOHMER
5 Place Ville Marie
Suite 1203
Montreal, QuebecH3B 2G2

Attention: Morris Szwimer

IF TO PARENT:

388 St. Jacques Street West
9th FloorMontreal, Quebec H2Y 1S1

Attention: Mr. Guy Fauré

Notices delivered as aforesaid shall
be deemed received on the date of actual delivery thereof. Each party may change its
address by notice delivered in like manner. Notices and other communications may be signed
by any officer of any party hereto or by their respective legal counsel.

SECTION 11    EXPENSES

Each party shall bear and pay their
respective costs, expenses and fees (including, without limitation, counsel and accounting
fees) incurred by it in connection with this Agreement and the transactions contemplated
herein.

388

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SECTION 12    INTEGRATED
CONTRACT, WAIVER AND MODIFICATION

This Agreement and the other
documents referred to herein represents the complete and entire understanding and
agreement between the parties hereto with regard to the subject matter hereof and
supersedes any and all prior negotiations, undertakings and agreements, whether written or
oral with respect thereto including the letters of intent executed by the parties prior to
the Closing Date. No agreements or provisions, unless incorporated herein, shall be
binding on either party hereto. This Agreement may not be modified or amended nor any
covenant, agreement, condition, requirement, provision, warranty or obligation contained
herein be waived, except in writing signed by both parties or, in the event that such
modification, amendment or waiver is for the benefit of one of the parties hereto and to
the detriment of the other, then the same must be in writing signed by the party to whose
detriment the modification, amendment or waiver inures.

SECTION 13    GOVERNING LAW

This Agreement shall be exclusively
construed in accordance with and governed by the laws of the State of New York except that
body of law relating to choice of laws. The venue for any litigation ensuing from the
present Agreement shall take place in the State of New York and the parties hereby submit
to the jurisdiction of New York in any such litigation.

SECTION 14    BINDING EFFECT

This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, successors and assigns, but none of the rights, and obligations
attaching to any shall be assignable.

SECTION 15    DESCRIPTIVE
HEADINGS

The descriptive headings of the
several sections of this Agreement are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.

SECTION 16    ENFORCEABILITY OF
PROVISIONS

If any provisions of this Agreement
or the application thereof to any person or circumstance shall be invalid or
unenforceable, then the remaining provisions of this Agreement or the application of such
provisions to persons or circumstances other than those as to whom or which it is held
invalid or unenforceable, shall not be affected thereby, and every provision hereof shall
be valid and enforceable to the fullest extent permitted by law.

SECTION 17    PLURAL, SINGULAR, GENDER

When the context in which the words
are used in this Agreement indicates that such is the intent, words in the singular number
shall include the plural and vice-versa. References to any gender shall include any other
gender as may be applicable under the circumstances.

The terms herein,
hereof, hereunder, and other words of similar import mean and refer to this
Agreement as a whole and not merely as to the specific paragraph or clause in which the
respective word appears, unless expressly so stated.

SECTION 18    CURRENCY

All references to currency in this
Agreement are to US dollars.

389

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IN WITNESS WHEREOFthe parties hereto
have executed this Agreement on the date first above stated.

signatures on following
page

390

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| |  |      |  | s/s Chris Tsistinas                 | 
| |  | ---- |  | ----------------------------------- | 
| |  |      |  | CHRIS TSISTINAS                     | 
| | 
| |  |      |  | s/s Erik Kretschmar                 | 
| |  |      |  | ERIK KRETSCHMAR                     | 
| | 
| |  |      |  | MAMMA.COM USA, INC.                 | 
| | 
| |  | Per: |  | s/s Guy Fauré                       | 
| |  |      |  | Guy Fauré, President & CEO          | 
| | 
| |  |      |  | DIGITALARROW, LLC                   | 
| | 
| |  | Per: |  | s/s Erik Kretschmar                 | 
| |  |      |  | Erik Kretschmar, President          | 
| | 
| |  |      |  | HIGH PERFORMANCE BROADCASTING, INC. | 
| | 
| |  | Per: |  | s/s Erik Kretschmar                 | 
| |  |      |  | Erik Kretschmar, President          | 
| | 
| |  |      |  | MAMMA.COM INC.                      | 
| | 
| |  | Per: |  | s/s Guy Fauré                       | 
| |  |      |  | Guy Fauré, President & CEO          | 

391