**Exhibit
      4.12**





June
      7,
      2007





Mamma.com,
      Inc.


David
      Goldman


Executive
      Chairman


388
      St.
      Jacques Street West, 9th Floor


Montreal,
      Quebec


H2Y
      1S1





Dear
      David:





We
      are
      pleased that Mamma.com Inc., with a business address of 388 St. Jacques Street
      West, 9 th Floor,
      Montreal, Quebec, H2Y 1S1 (including its subsidiaries and affiliates, the
“Company”) has chosen to engage ThomasLloyd Capital LLC (“ThomasLloyd Capital”)
      as its exclusive financial adviser in connection with a possible Transaction.
      We
      look forward to working with you on this engagement, and have set forth below
      the agreed upon terms of our engagement.





1. Scope
      of Engagement.  As we
      have discussed, in the course of our engagement as your exclusive financial
      adviser, we will perform such financial advisory and investment banking services
      for the Company in connection with the proposed Transaction as are customary
      and
      appropriate in transactions of this type and that you reasonably request. For
      purposes of this agreement, “Transaction” means, whether in one or a series of
      related transactions, the sale, purchase or other disposition, or acquisition,
      directly or indirectly, of all or a majority of the business, assets or
      securities of the Company or of another business, whether by way of a merger
      (or
      reverse merger) or consolidation, reorganization, recapitalization or
      restructuring, tender or exchange offer, negotiated purchase, leveraged buyout,
      or by way of any partnership, collaborative venture or otherwise having the
      effect of purchasing, selling, acquiring or disposing of all or a majority
      of
      the business assets or control of the Company in some other business.





In
      particular, ThomasLloyd Capital will perform such of the following financial
      advisory and investment banking services as the Company may reasonably request:





(a)  ThomasLloyd
      Capital (i) represents that it is familiar with the business, operations,
      properties, financial condition and prospects of the company and (ii) will
      familiarize itself to the extent appropriate with the business, operations,
      properties, financial condition and prospects of any prospective buyer or seller
      in a possible Transaction (provided that the Company shall remain responsible
      for conducting appropriate due diligence with respect to any Transaction
      hereunder);





(b)
      ThomasLloyd Capital will advise and assist the Company in developing a general
      strategy for accomplishing a Transaction;





(c)
      ThomasLloyd Capital will advise and assist the Company in identifying a
      potential buyer and will, on behalf, and upon authorization by, the Company,
      contact such potential buyers as the Company may designate;





(d)
      ThomasLloyd Capital will advise and assist management of the Company in making
      presentations to the Board of Directors of the Company concerning a general
      strategy, any one or more potential buyers or sellers and any proposed
      Transaction;





(e)
      ThomasLloyd Capital will advise and assist the Company in the course of its
      negotiation of a Transaction with a potential buyer or seller and, if requested
      by the Company, will participate directly in such negotiations; and





(f)
      ThomasLloyd Capital will render such other financial advisory and investment
      banking services as may be necessary to perform its obligations under this
      agreement and as may from time to time be agreed upon by ThomasLloyd Capital
      and
      the Company in writing.





If
      so
      requested by the Company, ThomasLloyd Capital will render, in accordance with
      our customary practices, and in accordance with applicable Nasdaq Stock Exchange
      and Securities and Exchange Commission rules and regulations, an opinion (the
      “Opinion”) as to the fairness, from a financial point of view, to the Company of
      the consideration to be paid in the Transaction (or in the case of a Transaction
      that involves an exchange of securities of the Company or its subsidiaries,
      the
      exchange ratio), it being understood that the form and substance of such Opinion
      will be in our sole judgment, and that we may qualify the Opinion in any manner
      that we believe appropriate.









The
      Company authorizes ThomasLloyd Capital to negotiate and execute on the Company’s
      behalf confidentiality agreements, approved by the Company’s counsel, with
      potential parties to a Transaction and to deliver confidential memoranda or
      other data furnished to ThomasLloyd Capital by the Company for distribution
      to
      such parties





2. Fees
      and Expenses. For our
      services hereunder, the Company will pay to ThomasLloyd Capital the following
      cash fees, payable in U.S. dollars (“Transaction Fees”):





(a)
      $5,000, monthly for seven (7) months, payable on the first day of each month,
      beginning June 1, 2007; plus





(b)
      the
      greater of (i) $1,000,000 (but in no event shall such amount exceed 3% of the
      Transaction Value) or (ii) 2% of the Transaction Value but in no event to exceed
      $2,000,000 (less
      any
      amounts previously paid under Section 2(a)). Such
      fee
      shall be payable promptly upon consummation of a Transaction; plus





(c)
      an
      additional fee of $200,000, credited against the Transaction Fee in the
      immediately preceding section 2(b), payable promptly upon delivery by
      ThomasLloyd Capital of the Opinion; plus





(d)
      if in
      connection with the termination or abandonment of a proposed Transaction brought
      to the Company by ThomasLloyd Capital during the term of this agreement or
      within 6 months thereafter, the Company receives any so-called “termination,”
“break-up,” “topping” or similar fee (including any characterized as expense
      reimbursement and any judgment for damages or amount in settlement of any
      dispute as a result of any termination or other failure to consummate any such
      Transaction) or any profit arising from any shares (or option to acquire shares
      or assets) of
      any
      prospective purchaser or any of its affiliates acquired in connection with
      the
      Transaction ,
      a
      termination fee equal to 10% of all such fees or profits, net of direct
      out-of-pocket expenses incurred by the Company in connection with the proposed
      Transaction excluding this termination fee, payable in cash promptly upon
      receipt of any such compensation by the Company.





For
      the
      purpose of calculating a Transaction Fee, “Transaction Value” shall equal the
      total proceeds and other consideration paid or received and to be paid or
      received (which shall be deemed to include amounts paid or to be paid into
      escrow), if and only to the extent actually released from escrow and, in the
      case of a partnership, joint venture or recapitalization or similar Transaction,
      contributed or to be contributed, in connection with a Transaction, including,
      without limitation: (i) cash; (ii) notes, securities and other property valued
      at the fair market value thereof; (iii) liabilities, including all debt, pension
      liabilities and guarantees, outstanding as of the closing date of the
      Transaction or directly or indirectly assumed, refinanced,  extinguished or
      consolidated; (iv) payments to be made in installments; and (v) the net present
      value of any contingent payments (whether or not related to future earnings
      or
      operations); if and only to the extent paid to or by the company; provided,
      however, that in no event shall the Transaction Value include consideration
      of
      value of both parties to a Transaction, but shall be based upon the lower
      Transaction Value in the Transaction.





For
      purposes of computing any fees payable to ThomasLloyd Capital hereunder,
      non-cash consideration shall be valued as follows: (i) publicly traded
      securities shall be valued at the average of their closing prices (as reported
      in the Wall Street Journal) for the five trading days prior to the closing
      of
      the Transaction, (ii) options should be valued using the treasury stock method
      without giving effect to tax implications and (iii) any other non-cash
      consideration shall be valued at the fair market value thereof as determined
      in
      good faith by the Company and ThomasLloyd Capital.




Regardless
      of whether any Transaction is proposed or consummated, the Company will
      reimburse ThomasLloyd Capital the direct expenses that ThomasLloyd Capital
      spends in the execution of this agreement, including but not limited to travel,
      meals and lodging expenses. ThomasLloyd Capital will seek Company approval
      before ThomasLloyd Capital incurs these expenses but ThomasLloyd Capital shall
      only be required to seek prior approval for expenses (in the aggregate) in
      excess of $15,000. After the expenses are incurred, ThomasLloyd Capital will
      submit the expense reimbursement report and acceptable receipts or other proof
      of payments to the Company. The Company will promptly reimburse ThomasLloyd
      Capital.





3. Financial
      Rights .
      If, as
      part of a Transaction, the Company is required to offer debt or non-publicly
      offered equity securities (including, without limitation, any PIPE or private
      placement), the Company will offer to ThomasLloyd Capital the role of placement
      agent in any such placement of securities providing, of course, that terms
      and
      conditions are competitive and consistent with market standards. Any such
      additional engagements will be covered by separate agreements, having such
      terms
      and conditions as are customary for ThomasLloyd Capital in similar transactions,
      and as are mutually agreed upon by ThomasLloyd Capital and the Company. This
      Section excludes any debt or equity financing which the Company now or hereafter
      may be considering which is not a condition of a Transaction or which the
      Company now or hereafter may be carrying out independently of any possible
      Transaction, even though possibly, in parallel with such
      Transaction.









4. Use
      of
      Information. The
      Company recognizes and confirms that ThomasLloyd Capital in acting pursuant
      to
      this engagement will be using publicly available information and information
      in
      reports and other materials provided by others, including, without limitation,
      information provided by or on behalf of the Company, a buyer or a seller, and
      that ThomasLloyd Capital does not assume responsibility for and may rely,
      subject to reasonable standards of due diligence prevailing in the industry,
      on
      the accuracy and completeness of any such information. The Company agrees to
      furnish or cause to be furnished to ThomasLloyd Capital all necessary or
      appropriate information for use in its engagement and hereby warrants that
      any
      information relating to the Company or the Transaction that is furnished to
      ThomasLloyd Capital by or on behalf of the Company will be true and correct
      in
      all material respects and not misleading. The Company agrees that any
      information or advice (including,
      without limitation, the Opinion) (other
      than any information or advice relating to the U.S. tax treatment and U.S.
      tax
      structure of any Transaction) rendered by ThomasLloyd Capital or any of our
      representatives in connection with this engagement is for the confidential
      use
      of the Company only in its evaluation of a Transaction and the Company will
      not,
      and will not permit any third party to, use it for any other purpose or disclose
      or otherwise refer to such Opinion, advice or information, or to ThomasLloyd
      Capital, in any manner without our prior written consent except
      that, in the case of the Opinion, the Company may reproduce the Opinion in
      full,
      and may also include references to the Opinion and to ThomasLloyd Capital and
      its relationship with the Company (in each case in form and substance as
      ThomasLloyd Capital shall approve), in any proxy statement, or other report,
      describing such Transaction that the Company is required to file under the
      Securities Exchange Act of 1934 and/or the Ontario Securities Act .





5. Certain
      Acknowledgments .
      The
      Company acknowledges that ThomasLloyd Capital has been retained hereunder solely
      as an adviser to the Company, and not as an adviser to or agent of any other
      person, and that the Company's engagement of ThomasLloyd Capital is as an
      independent contractor and not in any other capacity including as a fiduciary.
      Neither this engagement, nor the delivery of any advice in connection with
      this
      engagement, is intended to confer rights upon any persons not a party hereto
      (including security holders, employees or creditors of the Company) as against
      ThomasLloyd Capital or our affiliates or their respective directors, officers,
      agents and employees. ThomasLloyd Capital may, at our own expense and with
      the
      consent of the Company (not to be unreasonably withheld, conditioned or delayed)
      except in the case of an annual advertisement or publication listing multiple
      ThomasLloyd Capital transactions or other marketing materials involving publicly
      announced transactions, place announcements or advertisements in financial
      newspapers, journals and marketing materials describing generally our services
      hereunder, consistent with industry standard practices.





The
      Company acknowledges that it is not relying on the advice of ThomasLloyd Capital
      for tax, legal or accounting matters, it is seeking and will rely on the advice
      of its own professionals and advisors for such matters and it will make an
      independent analysis and decision regarding any Transaction based upon such
      advice.





The
      Company should be aware that ThomasLloyd Capital and/or its affiliates may
      be
      providing or may in the future provide financial or other services to other
      parties with conflicting interests. However, consistent with our long-standing
      policy to hold in confidence the affairs of our customers, except as
      specifically set forth herein we will not use confidential information obtained
      from the Company except in connection with our services to, and our relationship
      with, the Company, nor will we use on the Company’s behalf any confidential
      information obtained from any other customer nor will we use such information
      to
      trade in, or take long or short positions in the Company’s securities.
      Nevertheless, we will be free to disclose in any manner confidential
      information obtained from the Company to the extent that such disclosure (a)
      has
      been consented to by the Company, or (b) is required by law, regulation,
      regulatory authority or other applicable judicial or governmental order,
      including, without limitation, any disclosure that we may be required to
      make pursuant
      to internal risk control procedures in
      connection with any related financing that we may arrange.




6. Indemnity .
      The
      Company agrees to indemnify ThomasLloyd Capital as provided in Annex
      A hereto,
      the terms of which are incorporated into this agreement in their
      entirety.




7. Te rminati on
      of
      Enga gement .
      ThomasLloyd Capital's engagement will commence on the date hereof and will
      continue until the earlier of the consummation of a Transaction or until
      December 31, 2007, unless extended by mutual written consent of the parties
      hereto or earlier terminated as provided below. Either the Company or
      ThomasLloyd Capital may terminate this agreement at any time, with or without
      cause, by giving written notice to the other party; provided , however ,
      that no
      such expiration or termination will affect the matters set out in this Section
      7
      or under the captions “Use of Information,” “Certain Acknowledgments,”
“Indemnity” and “Miscellaneous” hereof. It is expressly agreed that following
      the expiration or termination of this agreement, ThomasLloyd Capital will
      continue to be entitled to receive fees as described in Section 2 above that
      have accrued prior to such expiration or termination but are unpaid or which
      thereafter become due under paragraph (d) of “Fees and Expenses”, as well as
      reimbursement for expenses as contemplated above. It is also expressly agreed
      that, if a Transaction is consummated within 6 months after the date of
      expiration or termination of this agreement (including any extension or renewal
      period) or if a definitive agreement that results in a Transaction is entered
      into during the term of this agreement or within any extension or renewal such
      period with a buyer or seller introduced to the Company by ThomasLloyd Capital,
      ThomasLloyd Capital shall be entitled to its full fees as described in Section
      2
      hereof.





8. Miscellaneous .
      This
      agreement is governed by the laws of the State of New York, without regard
      to
      conflicts of law principles, supercedes all prior agreements, contracts,
      negotiations and discussions, and will be binding upon and inure to the benefit
      of the Company and ThomasLloyd Capital and their respective successors and
      assigns. The Company and ThomasLloyd Capital agree to waive trial by jury in
      any
      action, proceeding or counterclaim brought by or on behalf of either party
      with
      respect to any matter whatsoever relating to or arising out of any actual or
      proposed transaction or the engagement of or performance by ThomasLloyd Capital
      hereunder. The Company also hereby submits to the jurisdiction of the courts
      of
      the State of New York in any proceeding arising out of or relating to this
      agreement, including federal district courts located in such state, agrees
      not
      to commence any suit, action or proceeding relating thereto except in such
      courts, and waives, to the fullest extent permitted by law, the right to move
      to
      dismiss or transfer any action brought in such court on the basis of any
      objection to personal jurisdiction, venue or inconvenient forum. The Company
      hereby irrevocably designates David Goldman as agent upon whom process against
      the Company may be served. This agreement may be executed in two or more
      counterparts, each of which shall be deemed to be an original, but all of which
      shall constitute one and the same agreement.









We
      are
      delighted to accept this engagement and look forward to working with you on
      this
      matter. Please confirm that the foregoing is in accordance with your
      understanding of our agreement by signing and returning to us a copy of this
      letter.








Very
                truly yours,THOMASLLOYD
                CAPITAL LLCBy:
            /s/
                Thomas P. O’SheaName:Thomas
                P. O’SheaTitle:Head
                of Investment Banking Americas





Accepted
      and agreed to as of


the
      date
      set forth above:





MAMMA.COM,
      INC.





By:
            /s/
                David GoldmanName:
                David GoldmanTitle:
                Executive Chairman










ANNEX
      A





Indemnification
      Provisions





In
      connection with the engagement of ThomasLloyd Capital to assist the Company
      as
      described in the attached engagement letter, including modifications or future
      additions to such engagement (the “engagement”), the Company agrees that it will
      indemnify and hold harmless ThomasLloyd Capital and its affiliates and their
      respective directors, officers, agents and employees and each other person
      controlling ThomasLloyd Capital or any of its affiliates (each, an “indemnified
      party”), to the full extent lawful, from and against any losses, expenses,
      claims or proceedings (collectively, “Losses”) related to or arising out of (A)
      the contents of oral or written information provided by the Company, its
      employees or agents (but excluding ThomasLloyd and its affiliates), which
      information either the Company or ThomasLloyd Capital provides to any actual
      or
      potential buyers or sellers, or (B) any other action or failure to act by the
      Company, its employees or its agents or any action taken or not taken by
      ThomasLloyd Capital or any indemnified party in accordance with and at the
      Company’s request, in connection with a Transaction as defined in the engagement
      letter. The Company further agrees that no indemnified party shall have any
      liability (whether direct or indirect in tort or otherwise) to the Company
      or
      any of its affiliates, creditors or security holders for or in connection with
      the engagement or any actual or proposed transactions or other conduct in
      connection therewith except for Losses incurred by the Company that are finally
      judicially determined to have resulted primarily from the negligence (other
      than
      any negligence claim relating to circumstances described in clause (A) or (B)
      of
      this paragraph), gross negligence, material violation of law or willful
      misconduct of such indemnified party or resulted from the material breach by
      ThomasLloyd Capital of its obligations under this engagement
      letter.




In
      the
      event that the foregoing indemnity is unavailable to any indemnified party
      for
      any reason (other than pursuant to the exceptions to the Company’s duty to
      indemnify contained in the first paragraph hereof), the Company agrees to
      contribute to any Losses related to or arising out of the engagement or any
      transaction or conduct in connection therewith as follows. ThomasLloyd Capital
      and the Company shall contribute in such proportion as is appropriate to reflect
      the relative benefits received (or anticipated to be received) by ThomasLloyd
      Capital, on the one hand, and by the Company and its security holders, on the
      other hand, from the actual or proposed transaction arising in connection with
      the engagement. For Losses if the allocation provided by the immediately
      preceding sentence is unavailable for any reason, ThomasLloyd Capital and the
      Company shall contribute in such proportion as is appropriate to reflect not
      only the relative benefits as set forth above, but also the relative fault
      of
      ThomasLloyd Capital and the Company in connection with the statements, omissions
      or other conduct that resulted in such Losses, as well as any other relevant
      equitable considerations. Benefits received (or anticipated to be received)
      by
      the Company and its security holders shall be deemed to be equal to the
      Transaction Value as defined in the engagement letter applicable to such
      transaction or proposed transaction, and benefits received by ThomasLloyd
      Capital shall be deemed to be equal to the compensation paid by the Company
      to
      ThomasLloyd Capital in connection with the engagement (exclusive of amounts
      paid
      for reimbursement of expenses or paid under this Annex A). Relative fault shall
      be determined by reference to, among other things, whether any alleged untrue
      statement or omission or any other alleged conduct relates to information
      provided by the Company or other conduct by the Company (or its employees or
      other agents), on the one hand, or by ThomasLloyd Capital, on the other hand.
      ThomasLloyd Capital and the Company agree that it would not be just and
      equitable if contribution were determined by pro rata allocation or by any
      other
      method of allocation that does not take account of the equitable considerations
      referred to above. Notwithstanding anything to the contrary above (other than
      pursuant to the exceptions Transaction Value as defined in the engagement letter
      applicable to contained in the first paragraph hereof), in no event shall
      ThomasLloyd Capital be responsible under this paragraph for any amounts in
      excess of the amount of the compensation actually paid by the Company to
      ThomasLloyd Capital in connection with the engagement (exclusive of amounts
      paid
      for reimbursement of expenses or paid under this Annex). And notwithstanding
      anything to the contrary above (other than pursuant to the exceptions to the
      Company’s duty to indemnify contained in the first paragraph hereof), in no
      event shall the Company be responsible under this paragraph for any amounts
      in
      excess of the amount of the proceeds actually received by the Company in
      connection with the engagement (exclusive of amounts paid for reimbursement
      of
      expenses or paid under this Annex A).





The
      Company agrees that it will not, without prior written consent of ThomasLloyd
      Capital, not to be unreasonably withheld, settle any pending or threatened
      claim
      or proceeding related to or arising out of the engagement or any actual or
      proposed Transaction(s) as defined in the engagement letter or other conduct
      in
      connection therewith (if ThomasLloyd Capital or any indemnified party is a
      party
      to such claim or proceeding) unless such settlement includes a provision
      unconditionally releasing ThomasLloyd Capital and each other indemnified party
      from all liability in respect of claims by any releasing party related to or
      arising out of the engagement or any transactions or conduct in connection
      therewith. The Company will
      not
      be liable under this Annex A for any amount paid by ThomasLloyd Capital to
      settle any claims or actions if the settlement is entered into without the
      consent of the Company, not to be unreasonably withheld. The Company will
      also
      promptly reimburse each indemnified party for all reasonable expenses (including
      reasonable counsel fees and expenses) as they are incurred by such indemnified
      party in connection with investigating, preparing for, defending, or providing
      evidence in, any pending or threatened claim or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not
      ThomasLloyd Capital or any indemnified party is a party to such claim or
      proceeding) or in enforcing this Annex A.





The
      foregoing provisions are in addition to any rights the Company or ThomasLloyd
      Capital may have at common law or otherwise and shall be binding on and inure
      to
      the benefit of any successors, assigns, and personal representatives of the
      Company and each indemnified party. Solely for purposes of enforcing the
      provisions of this Annex A, the Company hereby consents to personal
      jurisdiction, service of process and venue in any court in which any claim
      or
      proceeding that is subject to this Annex A is brought against ThomasLloyd
      Capital. The provisions of this Annex A shall remain in full force and effect
      notwithstanding the completion or termination of the engagement.