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Exhibit 4.7

ASSET PURCHASE AGREEMENT

This
Asset Purchase Agreement (the Agreement) is entered into as of January 27,
2004 by and among ACE*COMM Corporation, a corporation organized under the laws of
Maryland, USA (Buyer), ACE*COMM Solutions Australia Pty Limited ABN 95 107 588
938, a company registered under the Australian Corporations Act 2001 (Cth) (ACE
Australian Subsidiary), Solutions ACE*COMM Corporation (ACE Canadian
Subsidiary), Mamma.com Inc. (f/k/a Intasys Corporation), a company organized under
the laws of the Province of Ontario, Canada (Mamma.com), and the wholly owned
subsidiaries of Mamma.com that are signatories to this Agreement (referred to hereinafter
as the Mamma.com Subsidiaries, together with Mamma.com, Sellers).

Recitals

A.       The
Mamma.com Subsidiaries are engaged interalia, in the business of developing, marketing,
selling, installing and maintaining mediation, customer care and billing software for
customers in the telecommunications industry (the Business).

B.                 Buyer
desires to purchase from Sellers and Sellers desire to sell to Buyer, all           of
Sellers assets and goodwill used in, or useful to and related to the
          operation of the Business at the date of this Agreement, on the terms and
          conditions set forth in this Agreement.

C.                 Buyer,
in connection with such purchase, desires to assume certain of the           liabilities
and obligations of Sellers relating to the Business, as more           specifically set
forth herein.

Agreement

NOW,
THEREFORE, in consideration of the foregoing and of the mutual representations,
warranties, covenants, agreements, terms and conditions set forth below, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I DEFINITIONS

1.1       Definitions.
In this Agreement, the following terms have the meanings specified or referred to in this
Section 1.1and shall be equally applicable in both the singular and
plural forms. Any agreement referred to below shall mean such agreement as amended,
supplemented and modified from time to time to the extent permitted by the applicable
provisions thereof and by this Agreement.

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$ means
United States of America dollars.

ACE
Australian Subsidiary has the meaning specified in the first paragraph of this
Agreement.

ACE
Canadian Subsidiary has the meaning specified in the first paragraph of this
Agreement.

Acquired
Assets has the meaning specified in Section 2.1.

Acquisition
Transaction has the meaning specified in Section 5.2.

Affiliate means,
with respect to any Person, any other Person which directly or indirectly controls, is
controlled by or is under common control with such Person.

Agreement has
the meaning specified in the first paragraph of this Agreement.

Article
5 means Article 5 of the Value Added Tax (Special Provisions) Order 1995 (SI
1995/1268).

Assumed
Obligations has the meaning specified in Section 2.3.

Australian
Acquired Assets means the Acquired Assets that are owned or held by the
Australian Subsidiary.

Australian
Contracts has the meaning specified in Section 2.5(a).

Australian
Duty means any stamp, transaction or registration duty or similar charge imposed
by any Australian commonwealth, state, territory or local Governmental Body and includes
any interest, fine, penalty, charge or other amount imposed in respect of the duty or
charge.

Australian
Employee Benefits means all wages, salaries, remuneration, compensation and
other employee benefits (including, without limitation, accrued annual leave and long
service leave entitlements) payable by Sellers to any Australian Employee other than any
benefit due to a Transferring Australian Employee under the governing rules of the
superannuation or pension plan of which the Transferring Australian Employee is a
participant on the termination of the Transferring Australian Employees employment
with a Seller.

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Australian
Employee Termination Benefits means all compensation, leave or benefits to be
paid or provided to any Australian Employee (including without limitation, any
entitlement to severance, retrenchment or redundancy payments or payments in lieu of
notice) arising out of the termination of the employment of such Australian Employee
whether under any agreement, statute, award or in any other way.

Australian
Employee Termination Benefit Adjustment means the sum of adjustment amounts set
forth in Schedule 3.10(b)of the Seller Disclosure Schedule for each
Fixed-Term Australian Employee and Terminating Australian Employee being the total of
amounts payable in respect of Australian Employee Termination Benefits payable to each
such Australian Employee.

Australian
Employees means those Employees employed by the Australian Subsidiary at the
date of this Agreement.

Australian
Funds has the meaning specified in Section 3.10(c).

Australian
GST means any tax imposed or levied under the Australian GST Act, including any
replacement or subsequent similar tax.

Australian
GST Act means the Australian A New Tax System (Goods and Services Tax) Act 1999
(Cth.).

Australian
Lease means the Registered Lease No. 704373781 in respect to premises leased
thereunder by the Australian Subsidiary situated at level 8 Zurich House 8 Karp Ct
Bundall, Queensland, Australia.

Australian
Properties has the meaning specified in Section 3.20.

Australian
Subsidiarymeans Intasys Billing Technologies (Asia-Pacific) Pty Ltd ABN 88 079 839 080.

Balance
Sheet Date has the meaning specified in Section 3.4.

Business has
the meaning specified in Recital Aof this Agreement.

Buyer has
the meaning specified in the first paragraph of this Agreement.

Buyer
Disclosure Schedule means the disclosure schedules of Buyer referenced herein
or otherwise required of Buyer pursuant to this Agreement.

Buyer
Indemnified Parties has the meaning specified in Section 7.1.

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Buyer
Indemnifiable Costs has the meaning specified in Section 7.1.

Canadian
Acquired Assets means the Acquired Assets, excluding any Intellectual Property,
owned or held by Mamma.com or the Canadian Subsidiary.

Canadian
Employee Benefits means such sums payable to Micheal Tinmouth and Lele Yang,
including all wages and salaries, sick pay, and liability for taxation, accrued holiday
pay, expenses, accrued bonuses, commission and other sums payable in respect of any
period up to the Closing Date.

Canadian
Subsidiary means Intasys Billing Technologies (Canada) Inc.

Canadian
GST means taxes, interest, penalties and fines imposed under Part IX of the
Excise Tax Act (Canada) and the regulations made thereunder.

Closing has
the meaning specified in Section 2.10.

Closing
Date has the meaning specified in Section 2.10.

Code means
the Internal Revenue Code of 1986, as amended.

Confidentiality
Provision has the meaning specified in Section 5.3(a).

Consents has
the meaning specified in Section 2.5(a).

Contracts means
all written or oral contracts, commitments, leases, and other agreements with respect to
the Business to which Mamma.com or any Mamma.com Subsidiary is a party or by which
Mamma.com, any Mamma.com Subsidiary, the Acquired Assets or the Assumed Obligations are
bound or under which Mamma.com or any Mamma.com Subsidiary has acquired rights
(collectively, the Contracts).

Directive means
EC Directive 77/187.

Earn-Out has
the meaning specified in Section 2.7(c).

EEP has
the meaning specified in Section 3.10(d).

Effective
Time means 11:59 p.m. on December 31, 2003.

Elected
Assets has the meaning specified in Section 3.23.

Employee means
an individual currently employed by Sellers in the conduct of the Business.

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Employee
Plan includes any pension, retirement, savings, disability, medical, dental,
health, life (including, without limitation, any individual life insurance policy under
which any Employee is the named insured and as to which Sellers make premium payments,
whether or not Sellers are the owner, beneficiary or both of such policy), death benefit,
group insurance, profit-sharing, deferred compensation, stock option, bonus, incentive,
vacation pay, severance pay, or other employee benefit plan, trust, arrangement,
agreement, policy or whether or not any of the foregoing is funded or insured and whether
written or oral, which is intended to provide or does in fact provide benefits to any or
all Employees, and as of the Closing Date (i) to which any Seller is party or by
which any Seller (or any of the rights, properties or assets of any Seller) is bound,
(ii) with respect to which any Seller has made any payments, contributions or
commitments, or may otherwise have any liability (whether or not any Seller still
maintains such plan, trust, arrangement, contract, agreement, policy or commitment) or
(iii) under which any director, Employee or agent of any Seller is a beneficiary as
a result of his or her employment or affiliation with any Seller.

Encumbrance
means any lien, claim, charge, security interest, mortgage, hypothec, pledge, easement,
conditional sale or other title retention agreement, defect in title or restrictive
covenant.

Environmental
Requirements has the meaning set forth in Section 3.20.

Escrow
Agent has the meaning specified in Section 2.9.

Escrow Agreement
has the meaning specified in Section 2.9.

Escrow
Sum has the meaning specified in Section 2.9.

Excluded
Assets has the meaning specified in Section 2.2.

Excluded Liabilities
has the meaning specified in Section 2.4.

Financial
Statements has the meaning specified in Section 3.4.

Fixed-Term
Australian Employee means an Australian Employee who accepts an offer of employment
with the ACE Australian Subsidiary as contemplated by Section 5.5(b)(i)(2).

GAAP
has the meaning specified in Section 3.4.

General
Taxes has the meaning specified in Section 8.1.

Goodwill
means the goodwill of Sellers in relation to the Acquired Assets together with the
exclusive right, insofar as Sellers can grant it, for Buyer to represent itself as
carrying on the Business in succession to Sellers from Closing.

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Governmental
Body means any foreign, national, federal, provincial, state, local or other
governmental authority or regulatory body.

Governmental
Permits has the meaning specified in Section 3.6.

Indemnified
Parties means a Buyer Indemnified Party or a Seller Indemnified Party.

Intellectual
Property means all technology, Software, data and documentation (including
electronic media), trade secrets (technical and non-technical), know-how, customer lists
and other confidential business information and proprietary rights, including, without
limitation, inventions, patents, patent disclosures, works of authorship, copyrights,
software rights, database rights, moral rights, mask works, integrated circuit topography,
trademarks, service marks, domain names, URL addresses and Internet Web pages, trade
dress, trade names, corporate names (including Intasys and IBT)
and licenses or other agreements to or from third parties regarding the foregoing, which
are necessary for or used in connection with the Business (including applications and
registrations and the goodwill associated with any such patent, copyright, trademark or
trade name) and which are not Excluded Assets.

IRS
means the United States Internal Revenue Service.

Know
or Knowledge (whether or not capitalized) shall mean, in respect of Sellers,
the actual knowledge of David Goldman, Michael Tinmouth, Iain Wilson or Ian MacLennan
after a reasonable investigation, and, in respect of Buyer, the actual knowledge of George
Jimenez, Steven Delmar or Joseph Chisholm after a reasonable investigation.

Mamma.com
Subsidiary has the meaning specified in the first paragraph of this Agreement.

Material
Adverse Change or Material Adverse Effect means a material adverse
change or effect on the assets, properties, business, operations or financial condition of
the Business, Acquired Assets or Assumed Obligations, other than as a result of (i)
changes in laws or regulations or accounting rules of general applicability or
interpretations thereof, (ii) the entering into or consummation of the transactions
contemplated by this Agreement, (iii) general economic conditions, (iv) conditions
prevalent in the industry, in general, or (v) currency fluctuations.

Nonassignable
Items has the meaning specified in Section 2.5(b).

Party
means Buyer or any Seller (collectively, the Parties).

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Permitted
Exceptions means (a) liens for Taxes and other governmental charges and
assessments which are not yet due and payable, (b) liens of landlords and liens of
carriers, warehousemen, mechanics and materialmen and other like liens arising in the
ordinary course of business for sums not yet due and payable, (c) liens on financed
machinery and equipment, (d) liens created by, arising out of or specifically contemplated
or permitted by this Agreement, or (e) other liens or imperfections on property or
assets which are not material in amount or do not materially detract from the value or the
existing use of the property or assets affected by such lien or imperfection.

Person
means any individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or other legal
entity.

Pre-Effective
Time Accounts Payable has the meaning specified in Section 5.4(a).

Pre-Effective Time
Accounts Receivable has the meaning specified in Section 5.4(a).

Pre-Paid
Amounts has the meaning specified in Section 3.11(g).

Post-Effective
Time Payments has the meaning specified in Section 5.4(b).

Proration
Statement has the meaning specified in Section 2.8.

Purchase
Price has the meaning specified in Section 2.7(a).

Requirements
of Laws means any foreign, national, federal, provincial, state and local laws,
statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated
by any Governmental Body or common law.

Restricted
Entity has the meaning specified in Section 5.9(a).

Restricted Products
or Services has the meaning specified in Section 5.9(a).

Sellers
has the meaning specified in the first paragraph of this Agreement.

Seller
Disclosure Schedule means the disclosure schedules of Sellers referenced herein or
otherwise required of Sellers pursuant to this Agreement.

Seller
Indemnifiable Costs has the meaning set forth in Section 7.2.

Seller Indemnified
Parties has the meaning set forth in Section 7.2.

Software
means all of the computer software owned or utilized by the Business or any Seller.

Stanplan means
Stanplan A (currently governed by a Declaration of Trust and General Rules (incorporating
amendments made up to December 9, 1998).

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Tax
or Taxes means any tax (including any income tax, gross receipts tax, payroll
tax, employment tax, excise tax, severance tax, stamp tax, unemployment tax, withholding
tax, social security tax, inheritance tax, capital gains tax, Australian GST, Canadian
GST, value-added tax, sales tax, use tax, property tax, gift tax, or estate tax), levy,
assessment, tariff, duty (including any customs duty or Australian Duty, but excluding
Australian Duty arising as a result of the transactions contemplated herein), deficiency,
or other fee or other tax of any kind whatsoever, whether computed on a separate or
consolidated, unitary or combined basis or in any other manner, and any related charge or
amount (including any fine, penalty, interest, or addition to tax), imposed, assessed, or
collected by or under the authority of any Taxing Authority or payable pursuant to any
tax-sharing agreement or any other contract relating to the sharing or payment of any such
tax, levy, assessment, tariff, duty, deficiency, or fee.

Taxing
Authority means any (a) nation, state, county, city, town, village, district, or
other jurisdiction of any nature; (b) national, federal, provincial, state, local,
municipal, foreign, or other government; (c) governmental or quasi-governmental authority
of any nature (including any governmental agency, branch, department, official, or entity
and any court or other tribunal); (d) multi-national organization or body; or (e) body
exercising, or entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority or power of any nature.

Tax
Return means any return, report or similar statement required to be filed with
respect to any Taxes (including any attached schedules), including, without limitation,
any information return, claim for refund, amended return and declaration of estimated Tax.

Terminating
Australian Employee means an Australian Employee who either (i) is not offered
employment with the ACE Australian Subsidiary, or (ii) does not accept an offer of
employment with the ACE Australian Subsidiary as contemplated by Section 5.5(b)(i)on or
before Closing.

Transaction
Documents means all documents executed in connection with this Agreement, including
those documents set forth on Schedule 1.1(a).

Transferring
Australian Employee means an Australian Employee who accepts an offer of employment
with the ACE Australian Subsidary as contemplated by Section 5.5(b)(i)(1)on or
before Closing.

Transition
Period has the meaning specified in Section 5.2.

TUPE means
the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)
(enacted to comply with the Directive).

UK
Employee Benefits means such sums payable to an UK Employee, including all wages and
salaries, sick pay, maternity pay and liability to taxation, accrued holiday pay,
expenses, accrued bonuses, commission and other sums payable in respect of any period.

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UK
Employee Benefits Adjustment means the amount equal to the monetary value of the UK
Employee Benefits accrued by the UK Employees as at the Effective Time, as set forth in
Schedule 3.10(b)of Seller Disclosure Schedule.

UK
Employees means those Employees employed by the UK Subsidiary at the Closing Date in
the conduct of the Business in Scotland as set forth on Schedule 3.18of the Seller
Disclosure Schedule as designated to be in the UK office.

UK
Pension Plans has the meaning specified in Section 3.10(d).

UK Subsidiary
means Intasys Billing Technologies Limited (Co. No. 02998610), organized under the laws of
England and Wales with a registered office at 95 Station Road, Hampton, Middlesex,
England, UK TW12 2BD.

ARTICLE IISALE AND PURCHASE OF
THE BUSINESS

2.1     Acquired
Assets. On the terms and subject to the conditions and exceptions contained herein,
Sellers (including the Australian Subsidiary and Canadian Subsidiary) as owners of the
Business hereby sell, transfer, convey, assign and deliver to Buyer, the ACE Australian
Subsidiary and the ACE Canadian Subsidiary, as applicable, in each case with full title
guarantee, and Buyer, the ACE Australian Subsidiary and the ACE Canadian Subsidiary hereby
purchase, accept and acquire from Sellers (including the Australian Subsidiary and the
Canadian Subsidiary) with the benefit of the representations, warranties, and undertakings
contained in this Agreement as a going concern all the tangible, corporeal, intangible and
incorporeal assets relating to the Business, including without limitation Contracts,
customer lists, Intellectual Property, fixed assets and the assets set forth on Schedule 2.1,
except as provided in Section 2.2with respect to the Excluded Assets (the
Acquired Assets) and the Goodwill free of all Encumbrances.

2.2    
Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired
Assets do not include, and Buyer and the ACE Australian Subsidiary are not purchasing or
assuming any liability therefore, the following assets (the Excluded Assets),
ownership of which is retained by Sellers:

| | (a)        All
cash and cash equivalents;
| | -----------------------------------------

| | (b)        Except
as set forth on Schedule 3.9(ii)of the Seller Disclosure Schedule, all rights
of Seller with respect to any insurance policies, deposits thereunder, and all
claims of Seller under such policies and contracts through the Closing Date;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)        All
claims or causes of action and benefits to the extent they arise therefrom
prior to the Closing Date;
| | --------------------------------------------------------------------------------------------------------------------

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| | (d)        All
rights of Sellers under this Agreement, including the proceeds of the sale contemplated
herein and other payments to Seller contemplated herein or under any other agreement
between Sellers and Buyer entered into on or after the date of this Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)        All
original financial and accounting records not related exclusively to the
Business, provided that a copy of all such records related to the Business are
made available to Buyer;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)        All
Pre-Effective Time Accounts Receivable;
| | ------------------------------------------------------

| | (g)        Income
tax refunds and other tax refunds or credits receivable by any Seller;
| | ----------------------------------------------------------------------------------------

| | (h)       The share capital of the UK Subsidiary and the Australian Subsidiary; and
| | -----------------------------------------------------------------------------------

| | (i)        Any
other assets listed in Schedule 2.2as Excluded Assets.
| | ---------------------------------------------------------------------

2.3    Assumed Obligations.  On the terms and subject to the conditions and exceptions contained
herein, Buyer shall assume and pay, perform and discharge, as and when due, the following
liabilities and obligations of Sellers (insofar as such obligations relate to the
Business and the Acquired Assets) as they exist on the Closing Date, pursuant to this
Agreement and such instruments of sale, transfer, assignment and delivery as are
required, and other than the Excluded Liabilities (collectively, the Assumed
Obligations):

| | (a)       Sellers obligations
to customers of the Business expressed in the Contracts;
| | ---------------------------------------------------------------------------------------

| | (b)       Sellers obligations
under equipment and facility leases assigned to Buyer and associated with
equipment or facilities used in the Business and acquired or leased by Buyer
hereunder and included in the Acquired Assets;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       Sellers obligations
to Michael Tinmouth and Lele Yang in respect of Canadian Employee Benefits as
and from Closing;
| | ------------------------------------------------------------------------------------------------------------------------------

| | (d)       Obligations
to the UK Employees under TUPE including obligations to pay UK Employee Benefits as and
from the Closing and contractual obligations to make contributions to the UK Pension
Plans as and from the Closing;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       Sellers
obligations to Transferring Australian Employees in respect of (i) unaccrued
long-service leave and accrued sick leave benefits, (ii) Employee Benefits
accrued after Closing, and (iii) required contributions to the Australian Funds
after Closing;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       Sellers
obligations under any Intellectual Property licenses, which are included in the
Acquired Assets and set forth on Schedule 2.3(f)of the Seller Disclosure
Schedule, excluding any breaches or defaults of such licenses that have
occurred prior to, up to and including the Closing; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (g)     Sellers obligations
under the insurance policies listed on Schedule 3.9(ii)of the Seller
Disclosure Schedule.
| | ----------------------------------------------------------------------------------------------------------------------

2.4
    Excluded Liabilities.  Notwithstanding anything to the contrary contained in this
Agreement, Buyer shall not assume or be liable for and Sellers shall retain and remain
responsible for all of Sellers debts, liabilities and obligations of any nature
whatsoever, other than the Assumed Obligations, whether accrued, absolute or contingent,
whether known or unknown, whether due or to become due and whether related to the
Business and the Acquired Assets or otherwise, and regardless of when asserted,
including, without limitation, the following liabilities or obligations of Sellers (none
of which shall constitute Assumed Obligations) (collectively, the Excluded
Liabilities):

| | (a)        All
of Sellers liabilities or obligations under this Agreement or under any
other agreement between Sellers and Buyer entered into on or after the date of
this Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        All
of Sellers liabilities arising out of or relating to an Excluded Asset;
| | ---------------------------------------------------------------------------------------

| | (c)       All
of Sellers liabilities under any Contract not assumed by Buyer under Section 2.3,
including without limitation the Indemnity for Bank Guarantee by and among Australian
Subsidiary, National Australia Bank Limited and Chong Ming Investment Pty Ltd;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       Except
as specifically set forth in Section 2.3, any liability of Sellers to the extent
arising out of or relating to the operation of the Business prior to Closing, including
without limitation any claims arising after Closing related to any Software sold to third
parties prior to Closing or Sellers use of unlicensed software;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       Except
for Taxes specifically included as Assumed Obligations, all liabilities and obligations
of Sellers for Taxes for any period, and any liability of Sellers for the unpaid Taxes of
any Person under Treas. Reg. § 1.1502-6 (or any similar provision of state,
local or foreign law), as a transferee or successor, by contract, or otherwise;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       Unless
otherwise specifically payable by Buyer pursuant to this Agreement, all of Sellers liabilities
or obligations for expenses, Taxes or fees incident to or arising out of the negotiation,
preparation, approval, or authorization of this Agreement or the consummation (or
preparation for the consummation) of the transactions contemplated hereby, including all
attorneys and accountants fees and disbursements, brokerage fees, consultants fees
and finders fees;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       Any
liability or obligation pertaining to any discontinued operation owned or operated by
Sellers and related to the Business as it was operated and discontinued by Sellers prior
to the Closing Date other than liabilities and obligations which are Assumed Obligations;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)        Any
obligation of Sellers to indemnify any Person by reason of the fact that such
Person was a shareholder, director, officer, employee (other than a UK employee
but only to the extent such obligation arises pursuant to a UK Employees
terms of employment), or agent of any of Sellers or was serving at the request
of Sellers as a partner, trustee, director, officer, employee (other than a UK
employee but only to the extent such obligation arises pursuant to a UK Employees
terms of employment), or agent of another entity (regardless of whether such
indemnification is for judgments, damages, penalties, fines, costs, amounts
paid in settlement, losses, expenses, or otherwise and regardless of whether
such indemnification is pursuant to any statute, charter document, bylaw,
agreement, or otherwise);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (i)       Sellers obligations
to Employees terminated prior to Closing, including, without limitation, Kevin Hickey,
George Langford, Sami Shamma, and any Terminating Australian Employees (except with
respect to liability to Mamma.com and the Australian Subsidiary for Australian Employee
Termination Benefits to be paid to such Terminating Australian Employees);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       All
intercompany accounts, including intra-group loan balances, relating to the Business or Acquired
Assetsthe;
| | -------------------------------------------------------------------------------------------------------------------------

| | (k)       Any
liabilities of Sellers based on acts or omissions occurring after the Closing;
| | --------------------------------------------------------------------------------------------

| | (l)       Any
liabilities of Sellers under the Civil Code of Quebec, the Act respecting Labour
Standards, the Charter of Human Rights and Freedoms, the Labour Code, the Act respecting
occupational health and safety, the Workplace Health and Safety Act 1995 (Qld), any other
law in relation to occupational health and safety the Act respecting industrial accidents
and occupational diseases, the Charter of the French language, the Pay Equity Act or any
other applicable law in the Province of Quebec, any other law in relation to
anti-discrimination or equal opportunity any other law in relation to anti-discrimination
or equal opportunity or any employment, commission, severance, retention or termination
agreement between any Seller and any employee of any Seller arising prior to the Closing
Date other than those liabilities for which Buyer shall become responsible at law as a
result of offering employment to such Employees or as a result of such Employees being
transferred to Buyer by operation of law as and from the Closing Date. For the avoidance
of doubt, this Section 2.4(l)shall not apply to the UK Employees, the
liabilities in respect of which shall be subject to Section 5.5(c);
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)        Any
liabilities of Sellers to the extent arising out of or resulting from any
Sellers compliance or non-compliance with any law or order of any
Governmental Body, including without limitation any bulk sales laws related to
the transactions contemplated herein and TUPE requirements relating to required
consultation with UK Employees prior to Closing;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (n)       Any
liability or obligation of Sellers for indebtedness for borrowed money;
| | -------------------------------------------------------------------------------------

| | (o)       All
Pre-Effective Time Accounts Payable and accrued liabilities other than those liabilities
for which Buyer is responsible following the adjustment pursuant to Section 2.8;
and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (p)       Any
liability related to Sellers indebtedness to any of the Sellersshareholders,
officers, directors or Employees;
| | ------------------------------------------------------------------------------------------------------------------------------

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| | (q)       Any
liability related to the termination by Buyer of an employment contract, which contract
has the effect of a contract made between the Buyer and the employee concerned as a
result of TUPE, and which is not disclosed in the Seller Disclosure Schedule or which is
an employment contract with any Employee in the UK that is not listed on Schedule 3.18of
the Seller Disclosure Schedule as a UK Employee;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r)       Any
liability in connection with or as a result of any claim (including any individual
employee entitlement under or consequent on such claim) by any trade union or staff
association or any other employee representatives (whether or not recognised by Sellers
in respect of all or any of the UK Employees) within the meaning of TUPE and/or the
Directive arising from or connected with any failure by the Sellers to comply with any
legal obligations to such trade unions, staff associations or employee representatives
within the meaning of TUPE and/or the Directive whether under Regulation 10 of TUPE or
under the Directive or otherwise whether any such claim arises or has its origin before,
on or after Closing;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (s)       Any
liability in respect of any Employee for the period prior to the Closing Date; and
| | ------------------------------------------------------------------------------------------------

| | (t)       Any
liabilities arising out of the tax liabilities set forth on Schedule 3.17of the Seller
Disclosure Schedule.
| | -------------------------------------------------------------------------------------------------------------------------

2.5
   Assignability and Consents.

| | (a)        Schedule
2.5(a)of the Seller Disclosure Schedule sets forth a list of all material
Contracts, licenses and permits that (by their terms or otherwise) are
non-assignable or non-transferable or that cannot be subleased to Buyer, or in
the case of Contracts, licenses and permits that are Australian Acquired Assets
(Australian Contracts) that cannot be subleased to the ACE
Australian Subsidiary, without the consent of some other Person. As soon as
reasonably practicable after the date hereof, Sellers shall take, or cause to
be taken by others, commercially reasonable efforts in an effort to obtain or
satisfy prior to Closing the consents, novations, approvals, authorizations,
requirements, waivers and agreements (collectively, Consents)
required from any Person necessary to authorize, approve or permit the full and
complete sale, conveyance, assignment, sublease or transfer of the Contracts,
licenses and permits, and to consummate and make effective the transactions
contemplated by this Agreement.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       Notwithstanding
anything in this Agreement to the contrary, this Agreement does not constitute an
Agreement to sell, convey, assign, sublease or transfer any Acquired Assets or Assumed
Obligations, including the Contracts, permits or licenses, if an attempted sale,
conveyance, assignment, assumption, sublease or transfer of such assets or liabilities,
without the Consent of another Person to such transfer would constitute a breach by
Sellers, Buyer or the ACE Australian Subsidiary with respect to such Acquired Assets or
Assumed Obligations (Nonassignable Items). If any of the Consents set forth
on Schedule 2.5(a)of the Seller Disclosure Schedule are not obtained and satisfied, or
if an attempted sale, conveyance, assignment, assumption, sublease or transfer would be
ineffective, Sellers, Buyer and the ACE Australian Subsidiary shall enter into such
arrangements at the Closing as the parties shall mutually agree in order to provide to
Buyer the full benefit of any such Nonassignable Items (and to the ACE Australian
Subsidiary the full benefit of any such Nonassignable Items in relation to Australian
Contracts) providing that without prejudice to the generality of the foregoing Sellers
shall be deemed to hold the benefit of such Nonassignable Items in trust for Buyer (and
such Nonassignable Items in relation to Australian Contracts in trust for the ACE
Australian Subsidiary) absolutely and Buyer and the ACE Australian Subsidiary as the case
may be shall be entitled to use and enjoyment of the Nonassignable Items as against
Sellers and to receive the income therefrom (if any) to the extent that Sellers are not
constrained by operation of law or contract from granting use or enjoyment or the right
to receive any income to Buyer or the ACE Australian Subsidiary (as the case may be),
subject always to Buyer or the ACE Australian Subsidiary maintaining any such
Nonassignable Items in a good state of repair (fair wear and tear excepted).
Notwithstanding the foregoing, after the Closing, Sellers shall continue to take, or
cause to be taken, commercially reasonable efforts to (i) obtain any Consents that are
not obtained prior to Closing, and (ii) cooperate with Buyer and the ACE Australian
Subsidiary in good faith to ensure that renewals of any Contracts for which Consents were
not obtained will be entered into with Sellers.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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2.6    Title
to the Acquired Assets; Documents of Conveyance.

(a)    As
of the Closing Date, Sellers shall with full title guarantee and any other legal
warranties (i) convey all of their right, title and interest in and to the Acquired
Assets other than the Australian Acquired Assets and the Canadian Acquired Assets to
Buyer free and clear of all liabilities, obligations or Encumbrances (excepting only the
Assumed Obligations and Permitted Exceptions); (ii) convey all of their right, title and
interest in the Australian Acquired Assets to the ACE Australian Subsidiary free and
clear of all liabilities, obligations or Encumbrances (excepting only the Assumed
Obligations and Permitted Exceptions) and (iii) convey all of their right, title and
interest in the Canadian Acquired Assets to the ACE Canadian Subsidiary free and clear of
all liabilities, obligations or Encumbrances (excepting only the Assumed Obligations and
Permitted Exceptions). Title to the Acquired Assets shall be conveyed pursuant to the
terms and conditions of this Agreement and such documents as are reasonably acceptable to
counsel for Buyer. Sellers, Buyer, the ACE Australian Subsidiary and the ACE Canadian
Subsidiary agree to use commercially reasonable efforts to take or cause to be taken all
action, and to do, or cause to be done, all things reasonably necessary, proper or
advisable, whether before or after Closing, to ensure that transfer of title to the
Acquired Assets to Buyer, the ACE Australian Subsidiary and the ACE Canadian Subsidiary
occurs as contemplated hereunder.

(b)    Notwithstanding
anything to the contrary contained herein, Buyer shall have the option to designate one
or more direct or indirect subsidiaries of Buyer to acquire certain of the Acquired
Assets (other than the Australian Acquired Assets and the Canadian Acquired Assets) and
assume the Assumed Obligations, provided, however, that any such designation under the
foregoing clause shall not be permitted if such designation would materially delay the
Closing and no such designation shall relieve Buyer of any obligations or liability
hereunder and Buyer shall remain jointly and severally (solidarily) responsible with such
subsidiary.

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2.7    Purchase
Price.

(a)    The
purchase price paid by Buyer, the Canadian Subsidiary and the ACE Australian
Subsidiary, as applicable, for the Acquired Assets shall equal $1,350,000, plus$59,220 for security deposit adjustment, plus$130,000 (the agreed upon fair
market value of Sellers fixed assets), minus$11,000 for sick leave
adjustment, minusthe Pre-Paid Amounts, and minus the UK Employee Benefits
Adjustment (the Purchase Price) and shall be payable in full on the
Closing Date. Any sum payable by the Buyer or the ACE Australian Subsidiary to
Sellers under the Agreement shall be exclusive of any applicable VAT.

(b)    The
Purchase Price shall be allocated among the Acquired Assets as set forth in an
appraisal of the tangible assets to be performed (at Buyers sole expense)
within thirty days of the Closing (the Allocation Statement). The
Allocation Statement shall include an allocation of the Purchase Price among
the different countries in which the Acquired Assets are located. If any
dispute arises between the parties hereto in connection with the Allocation
Statement and such dispute cannot be resolved by the parties within sixty days
after Buyers delivery of the Allocation Statement to Sellers, it shall be
referred to a mutually satisfactory third-party appraisal firm which has not
been engaged by any party hereto during the two years preceding the date of
such referral. The determination of such firm shall be conclusive and binding
on each party, and judgment upon any such determination may be entered in any
court having jurisdiction over the matter. One-half of the fees of such firm
shall be borne by Sellers, and one-half shall be borne by Buyer.

Buyer
and Sellers and their Affiliates shall report, act and file Tax Returns (including, but
not limited to Internal Revenue Service Form 8594) in all respects and for all purposes
consistent with such allocation. Neither Buyer nor Sellers shall take any position
(whether in audits, tax returns or otherwise) that is inconsistent with such allocation
unless required to do so by applicable law.

(c)    As
of the Closing Date and upon receipt of the Purchase Price, the Sellers shall thereafter
be entitled to receive up to an additional $250,000 in cash subject to the performance
objectives set forth in Appendix Aon the terms and conditions set forth therein
(the Earn-Out).

2.8    Interim
Operations; Proration.    It is the intent of the parties that the operations of the
Business from and after the Effective Time be for the account of the Buyer and the ACE
Australian Subsidiary notwithstanding the fact that the Closing Date is after the
Effective Time. Buyer and the ACE Australian Subsidiary shall be entitled to all income,
monetary and other economic rights and benefits of the Business and shall be responsible
for all obligations incurred with respect to the Business arising in the ordinary course
after the Effective Time as if the Closing had occurred at the Effective Time. The
Parties agree to prorate all income and prepaid assets from the operation of the Business
and all expenses and liabilities incurred (including without limitation liabilities for
annual leave and long service leave entitlements accrued by Transferring Australian
Employees after the Effective Time, and in respect of Australian Employee Termination
Benefits, the Australian Employee Termination Benefit Adjustment) as of and following the
Effective Time in order that Sellers shall have the benefit of and bear all such income
and expense with respect to the Business through and including the period preceding the
Effective Time, and Buyer and the ACE Australian Subsidiary shall have the benefit of and
bear all such income and expense with respect to the Business on and after the Effective
Time. Without limiting the generality of the foregoing, the parties agree that the Buyer
or the ACE Australian Subsidiary, as applicable, shall be responsible for all salaries,
remuneration, compensation, wages and commissions of the Employees and all related
benefits, pensions and accruals on and after the Effective Time.

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Initial
prorations shall be made pursuant to a statement (the Proration Statement)
prepared by Sellers and delivered to Buyer not less than three business days prior to the
Closing Date. The items to be prorated shall include, but not be limited to, payments and
charges under the Contracts (including any payments, refunds, rights of set-offs or
deduction, rebates or similar rights or credits), power and utilities charges, real,
immovable, personal and movable property taxes upon the basis of the most recent tax
bills and information available, property and equipment rentals, prepayments under
customer contracts, security deposits and similar prepaid and deferred items. Items that
constitute amounts owing or payable for specified periods of time (such as property
taxes) shall be prorated on the basis of the days of the applicable time period before
and after the Effective Time. The Proration Statement shall be based upon the latest
available information and the calculations thereof, and shall otherwise be in form and
substance reasonably satisfactory to both parties, and shall identify in reasonable
detail the items that have been prorated. To the extent not inconsistent with the express
provisions hereof, the prorations made pursuant to this Section 2.8shall
be made in accordance with GAAP.

Within
forty five days after the Closing Date, Buyer shall prepare and deliver to Seller a final
Proration Statement prepared as of the Effective Time, and final adjustments pursuant to
this Section 2.8and any required refund or payment to Sellers or Buyer, as
the case may be, shall be made on the basis of the final Proration Statement. If any
dispute arises under this Section 2.8over the amount to be refunded
or paid, such refund or payment shall nonetheless be promptly made to the extent such
amount is not in dispute. If any such dispute cannot be resolved by the parties within
sixty days after Buyers delivery of the final Proration Statement to Sellers, it
shall be referred to a mutually satisfactory independent public accounting firm which has
not been the regular audit firm of the parties hereto for the two years preceding the
date of such referral. The determination of such firm shall be conclusive and binding on
each party, and judgment upon any such determination can be entered in any court having
jurisdiction over the matter. One-half of the fees of such firm shall be borne by
Sellers, and one-half shall be borne by Buyer.

Any
amounts collected or receivable by Sellers (including the Australian Subsidiary) relating
to the period between the Effective Time and the Closing Date on account of sales taxes,
Canadian GST, Australian GST, value-added tax or other taxes shall either (i) be credited
to Buyer, the Canadian Subsidiary or the ACE Australian Subsidiary, as applicable, as
part of the Proration Statement in which case Buyer, the Canadian Subsidiary or the ACE
Australian Subsidiary, as applicable, shall assume, to the complete exoneration of
Sellers (including the Australian Subsidiary), any obligations to remit such taxes to the
relevant taxation authority and shall hold Sellers (including the Australian Subsidiary)
harmless in this regard; or (ii) be remitted to the relevant taxation authority on behalf
of the Buyer, the Canadian Subsidiary or the ACE Australian Subsidiary, as applicable.

With
respect to the period between the Effective Time and the Closing Date, any amounts
collected or receivable by the Sellers or credited or applied in any other manner to the
Sellers benefit that relate to any expenses incurred in the conduct of the Sellers business,
and which represent Australian GST input tax credits shall be either (i) debited to Buyer
or the ACE Australian Subsidiary, as applicable, as part of the Proration Statement; or
(ii) be paid to the Buyer or the ACE Australian Subsidiary, as applicable, by the
Sellers.

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2.9    
Escrow Arrangements.    Pursuant to the escrow agreement
to be entered into among Mamma.com, Buyer and Fraser Milner Casgrain LLP (the Escrow
Agent), in substantially the form attached hereto as Exhibit A(the
Escrow Agreement) ten (10%) percent of the Purchase Price shall be
delivered to the Escrow Agent at Closing. Such amount (which, together with all interest
accrued thereon, is hereinafter referred to as the Escrow Sum) shall
be held pursuant to the terms of the Escrow Agreement for payment of amounts, if any,
owed by Sellers to Buyer pursuant to Article VII hereof. Sellers and Buyer agree that
each will execute and deliver such instruments and documents as are reasonably necessary
and furnished by any other party to enable such furnishing party to receive those
portions of the Escrow Sum to which the furnishing party is entitled under the provisions
of the Escrow Agreement and this Agreement.

2.10    
Closing.    Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated hereby (the Closing) will take place by
correspondence as soon as reasonably practicable following satisfaction or waiver of all
conditions precedent specified under Article VIhereof (other than
conditions with respect to actions the respective parties will take at the Closing
itself), but no later than February 11, 2004, or on such other date, place and time as
the parties may agree in writing (the Closing Date).

# ARTICLE III
REPRESENTATIONS AND
WARRANTIES OF SELLERS

Sellers,
jointly and severally (solidarily), hereby make the following representations and
warranties to Buyer as set forth in this Article III, each of which is being relied upon
by Buyer as a material inducement to enter into and perform this Agreement.

3.1   Organization.

(a)    Mamma.com
is a corporation duly organized, validly existing, and registered in the Province of
Ontario, Canada and is validly existing with its registered office address at 388 St.
Jacques Street West, 8th Floor, Montreal, Quebec, Canada, H2Y 1S1, and has all requisite
corporate power and authority to execute, deliver and perform this Agreement and the
Transaction Documents, to perform the transactions contemplated hereby and thereby, to
operate and own or lease, as the case may be, those of the Acquired Assets being sold by
it, and to carry on those aspects of the Business as it now conducts, and is duly
licensed or qualified to do business in each jurisdiction in which the nature of any
material business conducted by it or the character or location of any material properties
or assets owned or leased by it makes such licensing or qualification necessary.

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(b)    Each
of the Mamma.com Subsidiaries is a corporation duly organized, validly existing,
registered and in good standing under the laws of the jurisdiction of its incorporation
and has all requisite corporate power and authority to operate and own or lease, as the
case may be, the assets now owned by such Mamma.com Subsidiary, and to carry on those
aspects of the Business as now conducted. The charter or other constitutive documents of
each Mamma.com Subsidiary, copies of which have previously been delivered to Buyer, are
true, correct and complete copies of such documents in all material respects as in effect
as of the date of this Agreement.

(c)    Except
as set forth on Schedule 3.1(c)of the Seller Disclosure Schedule, each
Mamma.com Subsidiary has kept all necessary statutory registers for corporate bodies and
has correctly made all the necessary returns or filings that are required by company law
or regulations in each of the jurisdictions in which the Mamma.com Subsidiaries are
incorporated or conduct business.

(d)    Schedule
3.1(d)of the Seller Disclosure Schedule sets forth a true and correct listing of
each Sellers relevant jurisdiction of formation and other jurisdictions in which it
is authorized to do business.

(e)    Intasys
Billing Technologies (Canada) Inc. and Mamma.com are the only Sellers transferring
taxable Canadian property (as defined under the Income Tax Act (Canada)) and neither is a
non-resident of Canada under the Income Tax Act (Canada).

3.2    
Conduct of Business. The Business and the operation of the Acquired Assets are
currently carried on solely by Sellers. Sellers have performed all material obligations
arising prior to Closing pursuant to the Contracts and any other agreements related to
the Business. Except as set forth on Schedule 3.2(a)of the Seller
Disclosure Schedule, the Acquired Assets constitute all the properties, assets and rights
forming a part of or used in the Business, and all such properties, assets and
rights as are necessary and sufficient for the continued conduct of the Business in
substantially the same manner as conducted on the date hereof and immediately prior to
the Closing.

3.3    
Authorization. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby have been duly and validly
approved by the Boards of Directors of Mamma.com and each of the Mamma.com Subsidiaries.
Neither the approval of the shareholders of Mamma.com nor any other corporate proceeding
on the part of Sellers is necessary to approve this Agreement nor to consummate the
transactions contemplated hereby. This Agreement and the Transaction Documents have been
duly and validly executed and delivered by Sellers and constitute the valid and binding
obligations of Sellers, enforceable against Sellers in accordance with their terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting creditors rights and except as may be limited by the
exercise of judicial discretion in applying principles of equity.

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3.4    Financial
Statements. Sellers have delivered to Buyer (i) the audited consolidated
financial statements of the Business as of December 31, 2002 (the Balance Sheet
Date), accompanied by the audit report of PricewaterhouseCoopers LLP, Sellersindependent
auditors, and (ii) the unaudited consolidated financial statements of Sellers as of and
for the period ended September 30, 2003 (collectively, the Financial Statements)
concerning the Business. The Financial Statements (including the related notes, where
applicable) present fairly in all material respects (subject, in the case of the
unaudited statements, to recurring audit adjustments normal in nature and amount) the
results of the operations and financial condition of Sellers for the respective fiscal
periods or as of the respective dates therein set forth; each of such statements
(including the related notes, where applicable) have been prepared on a basis consistent
with the Financial Statements for the preceding three fiscal years and comply with
applicable accounting requirements and each of such statements (including the related
notes, where applicable) has been prepared in accordance with generally accepted
accounting principles in Canada with respect to its consolidated financial statements and
the United Kingdom or Australia with respect to the financial statements concerning such
locations (GAAP) consistently applied during the periods involved,
except in each case as indicated in such statements or in the notes thereto. The books
and records of Sellers have been, and are being, maintained in all material respects in
accordance with GAAP and any other applicable legal and accounting requirements.

3.5    
Absence of Changes or Events.    Except as set forth on
Schedule 3.5of the Seller Disclosure Schedule, since the Balance Sheet Date, (i) Sellers
have conducted the Business only in the ordinary course, (ii) there has been no
Material Adverse Change or Material Adverse Effect, and (iii) no Seller has disposed of
or acquired any material assets or engaged in a material transaction other than in the
ordinary course of business or as contemplated by this Agreement.

3.6    Licenses
and Permits.    Schedule 3.6of the Seller Disclosure Schedule contains an accurate
and complete list of all permits, certificates, registrations, licenses, accreditations,
approvals and authorizations that are required by any Governmental Body to permit Sellers
to conduct the Business as now conducted (Governmental Permits). Sellers hold
and are in compliance with all such Governmental Permits, and each Governmental Permit is
in full force and effect.

3.7    
Intellectual Property.

(a)       Attached
at Schedule 3.7(a)of the Seller Disclosure Schedule is a list of all Intellectual
Property (other than know-how and other similar rights which cannot be listed) owned or
utilized by Sellers in connection with the Business that is material to the operation of
the Business as presently conducted or proposed to be conducted (including the expected
new product release), listing in each case whether such item is owned or licensed by
Sellers, and the registration or application numbers where applicable. All of such
Intellectual Property are subsisting, valid, unencumbered and enforceable. Except as set
forth on Schedule 3.7(a), all necessary registration, maintenance and renewal fees in
connection with any such registered Intellectual Property have been paid and all
necessary documents and certificates in connection therewith have been filed with the
relevant patent, copyright, trademark or other governmental authorities.

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(b)        Except
for shrink wrap, click to accept, off-the-shelf or
similar license arrangements, Sellers have furnished Buyer with copies of all
license agreements to which any Seller is a party, either as licensor or
licensee, with respect to any Intellectual Property related to the Business and
such agreements are described on Schedule 3.7(b)of the Seller Disclosure
Schedule.

(c)        Except
as set forth on Schedule 3.7(c)of the Seller Disclosure Schedule, Sellers have
legal and beneficial right, title and interest to or license to use all the
Intellectual Property without the payment of any royalty or similar payment.

(d)        Except
as set forth on Schedule 3.7(d), no Seller is infringing on, misappropriating
or otherwise violating, and the conduct of the Business by Sellers does not
infringe, misappropriate, or otherwise violate any Intellectual Property right
of others and no Seller has received any written notice regarding same. Sellers
are not subject to any outstanding injunction, judgment, order, decree, ruling,
charge, settlement or other dispute involving any intellectual property right
or other legally protectable right of another. Sellers are not aware of any
infringement, misappropriation, or violation by others of any such rights owned
by any Sellers.

(e)        All
intellectual property licenses described on Schedule 3.7(e)of the Seller
Disclosure Schedule are valid and binding obligations of Sellers and, to the
Knowledge of Sellers, valid and binding on the other parties thereto and
enforceable against Sellers, and, to the Knowledge of Sellers, enforceable
against the other parties thereto in accordance with their respective terms.

(f)        Except
as set forth in Schedule 3.7(f)of the Seller Disclosure Schedule, no third
party has any claim of ownership of the Intellectual Property. In each case in
which any Seller has acquired the Intellectual Property or Software from any
person, such Seller has obtained a valid and enforceable assignment sufficient
to assign all rights in such Intellectual Property or Software to Seller.

(g)       
Sellers have taken all commercially reasonable steps that are required to
protect Sellers rights in confidential information and trade secrets of
Sellers or provided by any other person to Sellers. Without limiting the
foregoing, except as set forth on Schedule 3.7(g)of the Seller Disclosure
Schedule, each Seller has and enforces a policy requiring each Employee,
consultant or contractor to execute a proprietary information, confidentiality
and assignment agreement, substantially in the form previously provided to
Buyer, and each present and former Employee, consultant and contractor of each
Seller has executed such agreement.

(h)        Except
as set forth on Schedule 3.7(h)of the Seller Disclosure Schedule, Sellers have
not placed or become obligated to place any Software into source code escrow,
and Seller has not provided the source code to such Software to any third party
nor granted to any third party any rights to obtain a copy of such source code.
To the extent that any source code has been placed in escrow, neither this
Agreement nor the transactions contemplated hereby shall trigger any rights of
third parties that are a party to any applicable escrow agreement related to
source code to access the source code or release the source code from escrow.
Sellers have a copy of the object code and source code for all of the Software,
and have taken all such actions that are necessary and appropriate to document
the features, functionality, and operation of the Software. All such
documentation has been written in a manner such that it may be understood,
modified, and maintained in an efficient manner by reasonably competent
programmers. All the Software operates in accordance with its documentation, is
free of any material bugs or defects, and does not contain any Trojan
horses or viruses or other components designed to permit unauthorized access or
disable or erase software, hardware or data. All Known bugs or defects in the
Software are listed in Schedule 3.7(h)of the Seller Disclosure Schedule. All
unexpired representations and warranties made or given by any Seller to any of
its customers respecting the Software or Intellectual Property are true and
correct in all material respects. No Software or any Intellectual Property
contains any GNU or copyleft software or any modifications
thereof, nor was otherwise developed using any GNU or copyleft software
in a manner that would require Seller under the terms of the license for such
GNU or copyleft software to distribute the Software (or the source
code thereof) without charge or otherwise materially adversely impact the value
of the Software.

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(i)        Neither this Agreement nor the transactions contemplated by this Agreement will
result in Sellers granting to any third party any right to (including any escrow rights
to or any rights to access the source code of any Software), or with respect to, any
Intellectual Property right owned by, or licensed to Sellers or cause Sellers or
Buyer to forfeit or terminate any rights in such Intellectual Property or give rise to a
right of such forfeiture or termination.

(j)        Schedule
3.7(j)of the Seller Disclosure Schedule sets forth (i) the current schedule
for the expected new product release by the Sellers (including alpha and beta
tests and features expected to be added by the new release schedule), and (ii)
any significant hurdles Known to Sellers, which would result in any significant
delay in achieving such schedule of the new release or any significant
limitations on the capabilities of the new release.

3.8        Compliance with Laws and Other Instruments; Governmental Authorization.

(a)       Except
as set forth on Schedule 3.8(a)of the Seller Disclosure Schedule, in the
conduct of the Business and operation of the Acquired Assets and the Assumed Obligations,
(i) Sellers have complied in all material respects with all Requirements of Laws
(including without limitation all requirements of the Workplace Health and Safety Act
1995 (Qld)) as they relate to the operation of the Business and the Acquired Assets and
the Assumed Obligations, and (ii) Sellers have not been issued any citations,
notices or orders of non-compliance of a material nature under any Requirements of Laws
(including without limitation all requirements of the Workplace Health and Safety Act
1995 (Qld)) within the two years preceding the Closing Date. Neither the ownership nor
use of the Acquired Assets nor the conduct of the Business conflicts with the rights of
any other Person, violates or, with or without the giving of notice or the passage of
time, or both, will violate, conflict with or result in a default, right to accelerate or
loss of rights under, any terms or provisions of its organization documents, if any, as
presently in effect, or any lien, encumbrance, mortgage, hypothec, deed of trust, lease,
license, agreement, understanding, law, ordinance, rule or regulation, or any order,
judgment or decree to which any Seller is a party or by which they may be bound or
affected. Sellers have no Knowledge of any proposed law, governmental taking,
condemnation or other proceeding which would be applicable to the Business, operations or
Acquired Assets and which might have a Material Adverse Effect. Except as set forth on Schedule
3.8(a)of the Seller Disclosure Schedule, no consent, qualification, order,
approval or authorization of, or filing with, any Governmental Body is required in
connection with Sellers execution, delivery and performance of this Agreement and
the consummation of any transaction contemplated hereby.

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(b)        Set
forth on Schedule 3.8(b)of the Seller Disclosure Schedule are any legal
limitations that within the two years preceding the Closing Date (i) have
imposed significant monetary costs of compliance on the Sellers with respect to
the Business or (ii) have restricted, in any material respect, the business
activity of any Seller with respect to the Business.

3.9    Insurance. With respect to the Business, Sellers have maintained in full force and effect
adequate insurance policies. Schedule 3.9(i)of the Seller Disclosure Schedule sets forth
a true and complete list of all insurance policies maintained by Sellers in respect of
the Business. Schedule 3.9(ii)of the Seller Disclosure Schedule sets forth a true and
complete list of all insurance policies maintained by Sellers in respect of the Business
that are included in the Acquired Assets specifying the insurer, the amount of the
coverage (including applicable deductibles), the type of insurance, the annual premium,
the policy liability limits, the policy number, any pending claims thereunder and a
summary of all material claims made in the twelve months immediately preceding the date
hereof. Sellers have paid all premiums due under such policies listed on Schedule 3.9(ii)of the Seller Disclosure Schedule and such policies are in full force and effect and
Sellers are not in possession of any written notices of cancellation of such policies
issued by any of such insurance carriers, and to the Knowledge of Sellers, there exists
no valid basis for cancellation of such policies listed on Schedule 3.9(ii)of the Seller
Disclosure Schedule by the insurance carriers.

3.10        Employee Plans.

(a)       
Schedule 3.10(a)of the Seller Disclosure Schedule sets forth a true and correct list of all
Employee Plans or other material employee benefits. Except as disclosed on
Schedule 3.10(a)of the Seller Disclosure Schedule, each Seller has, with
respect to the Business and all current and former Employee Plans (and all
related trusts, insurance contracts and funds), at all times up to the Closing
Date, complied in all material respects with the applicable requirements of any
relevant Employee Plan and all other applicable Requirements of Laws. No
unfulfilled obligation to contribute with respect to an Employee Plan exists
with respect to any Employee Plan, except as shown on Schedule 3.10(a)of
the Seller Disclosure Schedule. Except as disclosed on Schedule 3.10(a)of
the Seller Disclosure Schedule, any Employee Plan (other than with respect of
the UK Employees) may be terminated at the discretion of Sellers, as
applicable, at any time, subject to applicable Requirements of Laws. There are
no pending or, to the Knowledge of Sellers, threatened or anticipated claims
(other than routine claims for benefits) by, or behalf of or against any of the
Employee Plans or any trust related thereto.

(b)        Schedule 3.10(b)of the Seller Disclosure Schedule sets forth the accrued
and unpaid (i) Australian Employee Benefits (including Australian Employee Termination
Benefits) for each Australian Employee, (ii) the Canadian Employee Benefits, and (iii)
the UK Employee Benefits for each of the UK Employees, each as of the Effective Time and
the Closing Date.   Schedule 3.10(b)of the Seller Disclosure Schedule also
sets forth, as at the Effective Time and the Closing Date, for each Australian Employee,
all accrued sick leave and accrued and unaccrued long service leave, and any other leave
benefits which have vested or accrued in respect of such Australian Employee, including
on a pro rata basis with respect to length of service whether or not any minimum period
of service has been met. The Australian long service leave set forth on Schedule 3.10(b)of the Seller Disclosure Schedule has been calculated on the basis that the long service
leave accrued by Sellers for the Australian Employees is in accordance with the greater
of the legislative requirements of the Australian state or territory in which the
Australian Employee is employed as at the Closing Date and the Australian Employees
long service leave entitlement under any contract or Award applicable to that Australian
Employee.

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(c)        Schedule
3.10(c)of the Seller Disclosure Schedule sets forth a true and complete list
of all superannuation funds for Australian Employees (in this section referred
to as the Australian Funds), which are the only superannuation
schemes or pension arrangements in operation in relation to the Australian
Employees to which any Seller contributes or is obliged to contribute. Sellers
have no obligation to any of the Australian Employees or directors, whether
under a deed, contract, award or any other arrangement, either express or
implied or whether enforceable or otherwise, to: (A) make superannuation
contributions in respect of the Australian Employee or director at a rate above
the prescribed minimum of superannuation support under the Superannuation
Guarantee (Administration) Act 1992; or (B) otherwise make periodic or lump sum
payments in relation to that persons superannuation benefit and/or
benefit on retirement or termination of employment. With respect to each
Australian Fund, (i) the relevant Sellers have provided in respect of the
period up to Closing at least the prescribed minimum level of superannuation
support for each Australian Employee so as not to incur a shortfall amount
under the Australian Superannuation Guarantee (Administration) Act 1992 (Cth),
(ii) there are no outstanding and unpaid contributions on the part of any
Seller, (iii) there are no unfunded liabilities, and (iv) all contributions to
any Australian Fund on the part of any Seller on behalf of any Australian
Employee have been made at the relevant Australian Employees request.
Each Australian Fund is a complying superannuation fund under the Australian
Superannuation Industry (Supervision) Act of 1993 (Cth) (in this section
referred to as the SIS Act) and satisfies the requirements of the
SIS Act. The governing rules of each Australian Fund permit the Buyer or its
Affiliates to make contributions on behalf of the Australian Employees that are
participants in the relevant Australian Fund. All of the Australian Funds are
accumulation funds.

(d)        UK Pension Plans

(i)                 The
Sellers have complied with their duty to facilitate access to a stakeholder
          pension scheme under section 3 of the Welfare Reform and Pensions Act 1999 and
          have complied with all their obligations to the UK Employees pursuant to the
          Welfare Reform and Pensions Act, 1999 and the Stakeholder Pensions Regulations
          2000, as amended. In particular, the Sellers have: (1) after appropriate
          consultation, designated one stakeholder scheme for those UK Employees who are
          relevant employees (as defined under the legislation above); (2) supplied
          information about the designated scheme to the UK Employees who are relevant
          employees; (3) allowed the scheme representatives reasonable access to the UK
          Employees who are relevant employees; and (4) deducted and paid over employee
          contributions and employer contributions (if any) to the designated scheme.

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(ii)        Schedule
3.10(d)of the Seller Disclosure Schedule sets out a true, complete and
accurate list of all UK Employees (including those to whom the arrangement has
been made available but are not relevant employees under the legislation, if
different) in respect of whom the UK Subsidiary has undertaken to contribute to
a stakeholder pension plan (as envisaged by the Welfare Reform and Pensions Act
1999 and the Stakeholder Pension Scheme Regulations 2000, as amended) and the
Standard Life Executive Pension Plan (the EEP) and the rate and
amount of the contributions made by the Sellers in respect of each such
Scottish Employee which have been made during the last three years.

(iii)        True,
complete and accurate copies of the Scottish Widows Stakeholder Scheme and the
EEP (collectively, the UK Pension Plans) held by the UK Employees
have been delivered to the Buyer.

(iv)                 No
assurance, promise or guarantee (oral or written) has been made or given to a
          UK Employee of a particular level or amount of benefits to be provided in
          respect of him or her pursuant to the UK Pension Plans on retirement, death or
          leaving employment. The UK Pension Plans provide only money purchase benefits
as           defined in section 181 of the Pension Schemes Act 1993.

(v)                 The
Sellers have complied with all their contractual obligations (whether oral           or
written) to make contributions to the UK Pension Plans and all contributions           in
respect of all periods up to and including Closing shall have been paid by           the
Seller on or before the Closing.

(vi)                 Except
for the UK Pension Plans, there is not in operation, and no proposal has           been
announced to enter into or establish, an agreement, arrangement, custom or
          practice (whether legally enforceable or not and approved or not by the Inland
          Revenue for the purposes of Chapter 1 of Part XIV or Chapter IV part XIV of the
          Income and Corporation Taxes Act 1988, as it was formerly known) for the
payment           of, or payment of a contribution towards, a pension, allowance, lump
sum or           other similar benefit on retirement death, termination of employment
(whether           voluntary or not) or during periods of sickness of disablement, for
the benefit           of a UK Employee or a UK Employees dependents.

(vii)                 All
contributions (including fees and charges and expenses of whatever nature)
          which are payable by the Sellers under the UK Pension Plans and all
          contributions from the UK Employees have been made and remitted and those
          employees have fulfilled all their obligations in respect of the UK Pension
          Plans.

(viii)                 The
Sellers are not aware of any actual, pending or threatened civil, criminal,
          arbitration, administrative or other proceedings, complaints or disputes (which
          includes without limitation, contact with OPRA, or OPAS or the Pensions
          Ombudsman) concerning the pension rights of the UK Employees. The Sellers are
          not aware of any matter which might give rise to such a claim.

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(ix)                 No
separate promises regarding the provision of life assurance have been made to
          any of the UK Employees. No UK Employee has been excluded from membership of
the           UK Pension Plans or provided with different benefits because of their sex
or           because they were employed part-time.

(x)                 None
of the UK Employees have transferred to the Sellers under a TUPE transfer           in
the  past.

3.11        Contracts and Agreements.

(a)        Schedule
3.11(a)of the Seller Disclosure Schedule sets forth a true, correct and
complete list of the Contracts with an annual value in excess of $10,000;

(b)        Sellers
have delivered to Buyer true, correct and complete copies (in the case of each
written Contract) or accurate and materially complete written summaries (in the
case of each oral Contract) of each Contract;

(c)        Except
as disclosed on Schedule 3.11(c)of the Seller Disclosure Schedule, each
Contract is in full force and effect and is valid and enforceable in accordance
with its terms. Sellers have, and to the Knowledge of Sellers, each third party
has, in all material respects, performed all material obligations required to
be performed by it to date under each Contract. Neither any Seller nor, to
Sellers Knowledge, any other party to a Contract has contravened any of
the applicable material terms of a Contract. To the Sellers Knowledge,
except as disclosed on Schedule 3.11(c)of the Seller Disclosure Schedule, no
event has occurred or circumstance exists that (with or without notice or lapse
of time) is reasonably likely to constitute or result directly or indirectly in
contravention of any Contract. No Seller has given or received notice or other
communication (written or oral) regarding any actual, alleged or potential
contravention of any Contract.

(d)        Except
as disclosed on Schedule 3.11(d)of the Seller Disclosure Schedule, no party to
a Contract has repudiated any provision of it in writing. There currently are
no renegotiations of, attempts to renegotiate or outstanding rights to
renegotiate, any Contracts, nor has any written demand for renegotiations been
made. No Seller has Knowledge that any party to a Contract does not intend to
renew it.

(e)        Except
as disclosed on Schedule 3.11(e)of the Seller Disclosure Schedule, no Seller
has Knowledge of facts or trends indicating that the cost of performing any of
the Contracts shall materially exceed the revenue generated thereunder. To
Sellers Knowledge, there are no liabilities under the Contracts that are
not apparent from the express language of such Contract.

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(f)        Set
forth at Schedule 3.11(f)of the Seller Disclosure Schedule are projected
revenues for the Business for the twelve-month period following the Closing and
the assumptions upon which such projections are based. No Seller has Knowledge
of any event, termination, negotiations or circumstances that would be expected
to result in a significant variance from such projections other than such
assumptions. Schedule 3.11(f)of the Seller Disclosure Schedule also sets forth
the revenues committed under each Contract, and the provisions (if any)
permitting any material shortfall in such commitments.

(g)        Set
forth at Schedule 3.11(g)of the Seller Disclosure Schedule are any fees paid
to Sellers prior to the date hereof on any Contract with respect to any period
following the Closing Date as required to be reflected and accrued on the books
and records of Sellers in accordance with GAAP (the Pre-Paid Amounts).

3.12        Claims and Proceedings.    Except as set forth in Schedule 3.12of the Seller
Disclosure Schedule, there are no actions, suits, legal or administrative proceedings or
investigations pending or, to the Knowledge of Sellers, threatened, against or relating
to Sellers (as it relates to the Business), the Business, the Acquired Assets, or the
Assumed Obligations or the transactions contemplated by this Agreement, and Sellers do
not Know of any basis for the same.

3.13        Taxes.

(a)        Sellers
have timely filed all Tax Returns required to be filed by them on or prior to
the date hereof (all such Tax Returns being accurate and complete in all
material respects). All Taxes owed by Sellers (whether or not shown any Tax
Return), which are due as at the date hereof, have been paid. The reserves with
respect to Taxes as they relate to the Acquired Assets set forth in the
Financial Statements of Sellers (other than any reserve for deferred Taxes
established to reflect timing differences between book and Tax income) are
adequate and are at least equal to its liability for such Taxes. There exists
no proposed tax assessment against Seller relating to the Acquired Assets
except as disclosed in the Financial Statements and no director or officer (or
employee responsible for Tax matters) of Sellers expects any Taxing Authority
to assess any additional Taxes for any period for which Tax Returns have been
filed. All Taxes that Sellers are or were required to withhold or collect have
been duly withheld or collected and, to the extent required, have been paid to
the proper Governmental Body. There are no material disputes pending, or claims
asserted for, Taxes or assessments upon Sellers and all deficiencies proposed
as a result of any examinations have been paid or settled for all periods
ending on or before the Closing Date. No audit by any relevant Taxing
Authorities in connection with any Seller Tax Return as it relates to the
Acquired Assets is pending or has been announced. Sellers have not consented to
any waiver or extension of any statute of limitations with respect to any Tax.
Sellers have provided or made available to Buyer complete and correct copies of
their Tax Returns and all material correspondence and documents, if any,
relating directly or indirectly to taxes for each taxable year or other
relevant period as to which the applicable statute of limitations has not run
on the date hereof. For this purpose, correspondence and documents include,
without limitation, amended Tax Returns, pending claims for refunds, notices
from Tax Authorities of proposed changes or adjustments to Taxes or Tax Returns
that have not been finally resolved, consents to assessment or collection of
Taxes, acceptances of proposed adjustments, closing agreements, rulings and
determination letters and requests therefor, and all other written
communications to or from Taxing Authorities relating to any material Tax
liability of Sellers. There are no liens, prior claims or hypothecs on any of
the assets of Sellers that arose in connection with any failure (or alleged
failure) to pay any Tax. None of the Sellers is a party to any Tax allocation
or sharing agreement.

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(b)        Each
of the Contracts contains provisions such that if any Australian GST is liable
to be paid in connection with any taxable supply (as defined in the Australian
GST Act) made by any Seller (or, after the assignment of the Contract, Buyer or
the ACE Australian Subsidiary) under such Contract, Sellers, Buyer or the ACE
Australian Subsidiary, as the case may be, are entitled to recover from the
party liable to pay for the taxable supply, an amount so that after meeting any
liability for Australian GST, Sellers, Buyer or the ACE Australian Subsidiary
shall receive the same amount as if Australian GST were not payable in respect
of that supply.

3.14        No Brokers.    Except as described on Schedule 3.14of the Seller Disclosure Schedule,
Sellers have not engaged, or caused to be incurred any liability to, any finder, broker
or sales agent in connection with the origin, negotiation, execution, delivery or
performance of this Agreement or the transactions contemplated hereby.

3.15        No Conflict.    Except as described on Schedule 2.5(a)of the Seller Disclosure
Schedule, the execution, delivery, and performance of the Transaction Documents by
Sellers do not (a) violate any Requirements of Laws or any decree or judgment of any
court or Governmental Body applicable to any Seller, the Business, the Acquired Assets or
the Assumed Obligations, (b) violate or conflict with, or permit the cancellation
of, or constitute a default under, any agreement, including the Contracts, to which any
Seller is a party, or by which any Seller, the Business, the Acquired Assets or the
Assumed Obligations are bound, (c) permit the acceleration of the maturity of any
indebtedness of any Seller, or the Assumed Obligations, or of any indebtedness secured by
the Acquired Assets, or the acceleration of any obligation affecting the Acquired Assets,
or (d) violate or conflict with the governing documents of Sellers.

3.16
    Properties and Assets.    Schedule 3.16 of the Seller Disclosure Schedule contains an
accurate description (by subject leased real and immovable property, name of lessor, date
of lease and term expiration date) of each real or immovable property lease, sublease or
installment purchase arrangement to which Sellers are a party relating to the Business;
and a list of all fixed assets used in the Business. No Seller owns any real property
relating to the Business. Except for (1) items reflected in the Financial
Statements, (2) exceptions to title that do not interfere materially with Sellers use
and enjoyment of owned or leased real or immovable property, (3) Permitted
Exceptions, (4) properties and assets sold or transferred in the ordinary course of
business consistent with past practices since the Balance Sheet Date, and (5) items
listed on Schedule 3.16of the Seller Disclosure Schedule, Sellers have good title to the
assets relating the Business or reflected as owned by them in the Financial Statements or
acquired after the Balance Sheet Date free and clear of all liabilities, obligations and
Encumbrances. Mamma.com or such Mamma.com Subsidiary, in each case where it is a lessee,
has the right under valid and subsisting leases to occupy, use and possess all property
leased by it in connection with the Business, and there has not occurred under any such
lease any material breach, violation or default by Mamma.com or such Mamma.com
Subsidiary, and Mamma.com or such Mamma.com Subsidiary has not experienced any material
uninsured damage or destruction with respect to such properties since the Balance Sheet
Date. All properties and assets used by Sellers in connection with the Business are in
good operating condition and repair (subject to ordinary wear and tear) suitable for
immediate use in the ordinary course of the Business and comply in all material respects
with all Requirements of Laws relating thereto now in effect. Sellers enjoy peaceful and
undisturbed possession under all leases for the use of all property relating to the
Business under which any of them is the lessee, and all leases to which any Seller is a
party are valid and binding obligations of such Seller, and to the Knowledge of Sellers,
with respect to the respective third parties thereto, enforceable, in accordance with the
terms thereof. None of Sellers are in material default with respect to any such lease,
and there has occurred no default by any Sellers or event that with the lapse of time or
the giving of notice, or both, would constitute a material default under any such lease.
There are no Requirements of Laws, conditions of record, or other impediments, which
interfere with the actual use by any Seller of any of the property leased, or occupied by
it in connection with the Business. All leases of premises from which the Business is
conducted and which are located in Australia are registered.

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3.17         Inquiries.    Schedule 3.17of the Seller Disclosure Schedule contains a true and correct
list of all of the audits, investigations, complaints and written inquiries of Sellers
relating to the Acquired Assets by any national, foreign, state, provincial, local or
other governmental authority. No such audit or investigation by any national, foreign,
state, provincial, local or other governmental authority is being conducted or is pending
or to the Knowledge of Sellers, threatened. Sellers have provided to Buyer copies of all
written reports and materials received in connection with such audits, investigations,
complaints and inquiries.

3.18        Employees.    Sellers are in compliance in all material respects with all Requirements of
Laws respecting employment, discrimination in employment, affirmative action, terms and
conditions of employment, wages, hours, occupational safety and health, workers
compensation and employment practices, and are not engaged in any unfair labor practice.
All individuals who have performed services for Sellers in connection with the Business in
the capacity of an independent contractor were properly characterized as independent
contractors. Other than as set forth in Schedule 3.18of the Seller Disclosure Schedule,
no Seller is a party to any collective bargaining agreement or other labor union contract
(including, without limitation, any Australian award or enterprise agreement), nor does
any Seller Know of any activities or proceedings of any labor union to organize any
Employees. To the Knowledge of Sellers, no Employees are in violation in any material
respect of any term of any employment contract, patent disclosure agreement,
noncompetition agreement, or any restrictive covenant to a former employer relating to the
right of any such Employee to be employed by Sellers because of the nature of the Business
conducted or presently proposed to be conducted by Sellers or to the use of trade secrets
or proprietary information of others. Other than as set forth in Schedule 3.18of the
Seller Disclosure Schedule, no Seller is a party to any written or oral employment
agreement, arrangement or commitment with any of its Employees. As of the date hereof, no
Employees relating to the Business have given notice to Sellers, nor are Sellers otherwise
aware, that any such Employee intends to terminate his or her employment in connection
with the transactions contemplated hereby or otherwise or that such transactions will
result in such termination other than Michael Tinmouth. Schedule 3.18of the Seller
Disclosure Schedule sets forth a true and correct list of all full and part-time Employees
of Sellers relating to the Business, including the position held by such Employee, the
date such Employee was hired, and the total compensation, including any bonuses
(including, without limitation, incentive schemes and benefits) received by such Employee
per annum. No Employee or former Employee has brought any employment-related claim against
any Mamma.com Subsidiary that is currently pending other than those set forth in Schedule
3.18of the Seller Disclosure Schedule.

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3.19        Affiliate Transactions.    Except as set forth on Schedule 3.19of the Seller Disclosure
Schedule, no shareholder, director, partner, officer, employee or affiliate of any Seller
is, or in the past 12 months has been, a party to any contract, arrangement or
understanding with any other Seller relating to the Business, including without
limitation any arrangement under which any of such Persons provided services (other than
as a director or Employee), goods or materials to any Seller (such as support or back
office services, tax sharing arrangements or other intercompany sharing or support
arrangements).

3.20        Environmental Matters.

(a)        As
it relates to or affects the Business or Acquired Assets, Sellers are in
compliance in all material respects with all applicable Requirements of Laws
relating to pollution or protection of the environment (including without
limitation, laws and regulations relating to emissions, discharges, releases
and threatened releases of Hazardous Material (as hereinafter defined), or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials) (Environmental
Requirements). To the Knowledge of Sellers, during the period of
ownership or operation of any of the properties of Sellers, there has not been
any release of Hazardous Materials in, on, under or affecting any such
property. For purposes of this Section 3.20, the term Hazardous Material means
any hazardous waste, petroleum product, asbestos, polychlorinated biphenyl,
chemical, pollutant, contaminant, pesticide, radioactive substance, or other
toxic material, or other material or substance (in each such case, other than
small quantities of such substances in retail containers) regulated under any
applicable environmental or public health statute, law, ordinance, rule or
regulation.

(b)        The
Buyer and its Affiliates will not in relation to their respective ownership,
occupation, use or operation of the Business or the Acquired Assets pay,
suffer, incur or be liable for any loss, cost, expense, damage or outgoing
under or in relation to any Environmental Requirements in respect of any act or
omission by any person before Closing or in respect of the physical condition
of any premises from which the Business is conducted and which are located in
Australia (Australian Properties).

(c)        The
manner of conduct and operation of the Business and use of the Acquired Assets
and the physical condition of the Australian Properties before or as at Closing
will not give rise to any loss of the kind referred to in Section 3.20(b)or
any other claim, cause of action, prosecution, proceeding or investigation
against the Sellers, the Buyer or any of its Affiliates, by any Governmental
Body or any other person.

3.21        Books and Records.    The books of account and records of Sellers relating to the Business
which have been made available to Buyer, are accurate and complete in all material
respects, have been maintained in accordance with sound business practices, including the
maintenance of an adequate system of internal controls, and meet all Requirements of
Laws. Each material transaction of the Business is properly and accurately recorded on
the books and records of Sellers.

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3.22        Disclosure. No representation or warranty of Sellers in this Agreement and no statement
in Seller Disclosure Schedule contains any untrue statement or omits to state a material
fact necessary to make the statements herein or therein, in light of the circumstances in
which they were made, not misleading. Sellers do not have Knowledge of any fact not set
forth in this Agreement that has specific application to Sellers (other than general
economic or industry conditions) and that could have a Material Adverse Effect.

3.23        VAT Registration. With respect to the UK Subsidiary: (a) the UK Subsidiary is registered
for the purpose of VAT and has delivered a copy of its certificate of registration for
VAT purposes to Buyer, (b) neither the UK Subsidiary nor a relevant associate (as defined
in paragraph 3(7) of Schedule 10 to the Value Added Tax Act 1994 (VATA)) of
the UK Subsidiary has made a valid and effective election under paragraph 2 of Schedule
10 to the VATA to waive the exemption from VAT in relation to the UK Assets listed in
Schedule 2.1of the Seller Disclosure Schedule (the Elected Assets) and (c)
the assets of the UK Subsidiary are not capital assets as defined by paragraph 113 of the
Value Added Tax Regulations 1995.

3.24         Solvency.

(a)     No
order has been made or petition presented, meeting convened or resolution
passed for the winding up of any Seller nor has any administrator or
receiver been appointed or any distress, execution or other process been levied
in respect of the Business or the Acquired Assets or any of them.

(b)     No
composition in satisfaction of the debts of the Sellers or scheme of
arrangement of its affairs or compromise or arrangement between it and either
or both of its creditors or members has been proposed, sanctioned or approved.

(c)     No
distress, diligence, distraint, charging order, garnishee order, execution or
other process has been implemented, levied or applied for in respect of
the whole or any part of the Business or the Acquired Assets.

(d)     No
event has occurred causing, or which upon intervention or notice by any third
party may cause, any floating charge created by the Sellers to crystallise over
the Business or the Acquired Assets or any of them or any charge created by it
to become enforceable over the Business or the Acquired Assets or any of them
nor has any such crystallisation occurred nor is such enforcement in process.

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(e)     The
value of the each of the Sellers assets is not (and, as a
consequence of the transactions contemplated by this Agreement shall not
become) less than the amount of its liabilities, taking into account its
contingent and prospective liabilities.

3.25        Solvency of the Australian Subsidary.

(a)     The Australian Subsidiary has not gone into liquidation or received
a deregistration notice under section 601AB or applied for deregistration
under section 601AA of the Australian Corporations Act 2001.

(b)     No petition or other process for winding-up or dissolution including
a demand under section 459E of the Australian Corporations Act 2001 has
been presented or threatened against the Australian Subsidiary and no
circumstances exist which would give rise to such a petition, demand or
other process.

(c)     No writ of execution has issued against the Australian Subsidiary or
any of the Australian Subsidiarys property and there are no
circumstances justifying such a writ.

(d)     No administrator, receiver or receiver and manager, administrative
receiver, or controller (as defined in the Australian Corporations Act
2001) or similar officer of any part of the Australian Subsidiarys
undertaking or assets has been appointed or is threatened or expected to
be appointed and there are no circumstances justifying such an
appointment.

(e)     The Australian Subsidiary is able to pay its debts as and when they
become due and payable, is not taken under the Australian Corporations Act
2001 to be unable to pay its debts, has not stopped or suspended, or
threatened to stop or suspend, payment of all or a class of its debts and
no circumstances exist which would require a court to presume that the
Australian Subsidiary is insolvent under the Australian Corporations Act
2001.

(f)     The Australian Subsidiary has not entered or taken steps to enter
and does not propose to enter into any arrangement, compromise or
assumption with or assignment for the benefit of its creditors or a class
of them.

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# ARTICLE IV
REPRESENTATIONS AND
WARRANTIES OF BUYER

Buyer
hereby makes the following representations and warranties to Sellers as set forth in this
Article IV, subject to the exceptions disclosed in writing in the Buyer Disclosure
Schedule as of the date hereof, each of which is being relied upon by Sellers as a
material inducement to enter into and perform this Agreement.

4.1        Organization.

(a)        Buyer
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Maryland and has all requisite corporate power and
authority to execute, deliver and perform this Agreement and the Transaction
Documents and to perform the transactions contemplated hereby and thereby and,
following the Closing, to operate the Business and own or lease, as the case
may be, the Acquired Assets and assume the Assumed Obligations.

(b)        Each
of the ACE Australian Subsidiary and the ACE Canadian Subsidiary is a wholly
owned subsidiary of Buyer. Each of the ACE Australian Subsidiary and the ACE
Canadian Subsidiary is a corporation duly organized, validly existing,
registered and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate power and authority to execute,
deliver and perform this Agreement and the Transaction Documents and to perform
the transactions contemplated hereby and thereby.

4.2        Authorization.    The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all requisite corporate action of Buyer, the ACE Australian Subsidiary and
the ACE Canadian Subsidiary, and the Agreement and the Transaction Documents have been
duly and validly executed and delivered by Buyer, the ACE Australian Subsidiary and the
ACE Canadian Subsidiary and constitute the valid and binding obligations of Buyer, the
ACE Australian Subsidiary and the ACE Canadian Subsidiary, enforceable against Buyer, the
ACE Australian Subsidiary and the ACE Canadian Subsidiary, as applicable, in accordance
with their terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting creditors rights and except as may be
limited by the exercise of judicial discretion in applying principles of equity.

4.3        No Brokers.    Except as set forth on Schedule 4.3, neither Buyer, the ACE Australian
Subsidiary nor the ACE Canadian Subsidiary has engaged, or caused to be incurred any
liability to, any finder, broker or sales agent in connection with the origin,
negotiation, execution, delivery or performance of this Agreement or the transactions
contemplated hereby.

4.4        Claims and Proceedings.    There are no actions, suits, legal or administrative proceedings
or investigations pending, or to the Knowledge of Buyer, threatened against Buyer, the
ACE Australian Subsidiary or the ACE Canadian Subsidiary relating to the transactions
contemplated by this Agreement, and neither the Buyer, the ACE Australian Subsidiary or
the ACE Canadian Subsidiary knows of, nor does Buyer, the ACE Australian Subsidiary nor
the ACE Canadian Subsidiary have any reason to be aware of, any basis for the same.

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4.5        No Conflict.    Except as described on Schedule 4.5of the Buyer Disclosure Schedule,
the execution, delivery, and performance of the Transaction Documents by Buyer, the ACE
Australian Subsidiary and the ACE Canadian Subsidiary do not (a) violate any
Requirements of Laws or any decree or judgment of any court or Governmental Body
applicable to Buyer, the ACE Australian Subsidiary or the ACE Canadian Subsidiary or (b) violate
or conflict with the governing documents of Buyer, the ACE Australian Subsidiary or the
ACE Canadian Subsidiary.

4.6        Governmental Authorization.    Except as set forth on Schedule 4.6of the Buyer Disclosure
Schedule, no consent, qualification, order, approval or authorization of, or filing with,
any Governmental Body is required in connection with Buyers, the ACE Australian
Subsidiarys or the ACE Canadian Subsidiarys execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated
hereby.

4.7        Financially Capable.    Buyer is financially capable of consummating the transactions
contemplated on its part herein, and Buyer will fund the Purchase Price internally
through existing corporate resources.

# ARTICLE VOTHER AGREEMENTS

5.1        Further Assurances.    From time to time after the Closing, at the request of Buyer but
without further consideration, Sellers shall execute and deliver such other instruments
of conveyance, assignment, transfer, and delivery and take such other action as Buyer may
reasonably request in order to consummate the transactions contemplated hereby.

5.2        Conduct of Business.

(a)        After
the date of this Agreement and prior to the Closing Date (the Transition
Period), the Sellers shall operate the Business in the ordinary course
and consistent with past practice. Without limiting the foregoing, without the
prior written consent of Buyer, Sellers shall not (i) sell, assign or encumber
any of the Acquired Assets, (ii) modify, terminate or amend any Contract or
(iii) terminate or amend the terms of employment of any Employee; provided,
however, that nothing contained in this Section 5.2(a)shall limit Sellers ability
to license their software to customers in the ordinary course of operating the
Business. Sellers shall keep Buyer informed of all material developments
affecting or pertaining to the Sellers, the Business, Acquired Assets or
Assumed Obligations. Sellers shall also preserve their existing business
relationships with their Employees, customers and others with whom they have a
business relationship related to the Business, and to preserve and protect
their properties and assets relating to the Business.

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(b)        During
the Transition Period, Sellers shall not, and shall not permit their respective
employees, representatives, agents or Affiliates to, solicit offers from,
negotiate with, enter into any agreement with or provide financial or operating
information concerning the Business to any Person for the purpose of
determining such Persons interest in acquiring the Business or any part
thereof (each, an Acquisition Transaction). Sellers shall, and
shall cause their respective employees, representatives and agents to, cease
any current discussions with other Persons concerning any Acquisition
Transaction.

5.3        Access to Records.

(a)        Prior
to the Closing Date and upon reasonable notice and subject to applicable laws
relating to the exchange of information prior to Closing, Sellers shall provide
to the officers, employees, accountants, counsel and other representatives of
Buyer, access, during normal business hours, to all its and the Sellers properties,
books, contracts, commitments and records that are related to the Business, the
Acquired Assets and the Assumed Obligations as Buyer may reasonably request.
Buyer shall hold all such information in confidence to the extent required by,
and in accordance with, the confidentiality provision contained in paragraph 2
of that certain mutual nondisclosure agreement between the Parties, dated as of
January 14, 2003 (the Confidentiality Provision).

(b)     At
any time after the Closing Date, each of the Parties agrees that it will give,
or cause to be given, to the other Party, its successors and its
representatives, during normal business hours and upon reasonable notice, such
reasonable access to its properties, titles, contracts, books, records, files
and documents as is necessary to allow the requesting Party to obtain
information with respect to any claims, demands, audits, suits or matters with
respect to the corporate records of the Business and of a similar nature made
by or against such Party, and to make copies of such information to the extent
reasonably necessary.

(c)     Sellers
shall keep copies of all records necessary for them to file their tax returns
for the current year and shall have continued access to records for prior years
for tax purposes.

5.4        Post-Closing Accounts.

(a)        The
parties acknowledge and agree that as contemplated by Section 2.8, the
accounts payable (including all liabilities related to the Business applicable
to any period prior to the Effective Time) and accounts receivable with respect
to the Business which exist as of the Effective Time (the Pre-Effective
Time Accounts Payable, and the Pre-Effective Time Accounts
Receivable, respectively) shall not be transferred to Buyer hereunder and
shall be retained by Sellers. To the extent such accounts are still outstanding
as of the Closing Date, from and after the Closing Date Buyer shall use
commercially reasonable efforts to collect the then-outstanding Pre-Effective
Time Accounts Receivable and pay the Pre-Effective Time Accounts Payable on
behalf and for the benefit of Sellers, and Buyer shall be granted authority by
Seller to deposit and withdraw funds from specified Sellers bank accounts for
this purpose. Buyer shall follow the reasonable instructions of and be
supervised by Sellers in connection with the collection of these Pre-Effective
Time Accounts Receivable. Buyer shall deposit the funds collected pursuant to
such Pre-Effective Time Accounts Receivable into the specified Sellers bank
account, and make all payments of Pre-Effective Time Accounts Payable from such
account. If Sellers receive any invoices related to the Pre-Effective Time
Accounts Payable, Sellers shall deliver such invoices to Buyer, and Buyer shall
make timely payment as provided above. In the event that any Pre-Effective Time
Accounts Payable becomes due and Buyer has not received sufficient funds from
the collection of the Pre-Effective Time Accounts Receivables to permit the
payment of such Pre-Effective Time Accounts Payable, Mamma.com shall promptly
deposit payment for such Pre-Effective Time Accounts Payable into the specified
Sellers bank account. Buyer agrees to provide Sellers with monthly statements
indicating the status of the collection and payment of Pre-Effective Time
Accounts Receivable and Pre-Effective Time Accounts Payable.

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(b)        Sellers
shall indemnify, defend and hold harmless Buyer, its directors, officers,
employees and agents, from and against any and all damages, losses or costs of
any type relating to the services provided by Buyer hereunder, except to the
extent the same are caused by, in whole or in part, to any gross negligence or
willful misconduct by Buyer.

(c)        To
the extent any Seller receives any funds or other assets in payment of
receivables or service fees related to or arising out of the Business, the
Acquired Assets or the Assumed Obligations for the period on and after the
Effective Time (Post-Effective Time Payments), such Seller shall as
soon as reasonably practicable deliver the Post-Effective Time Payments to
Buyer and take all steps necessary to vest title to such funds and assets in
Buyer.

5.5        Employment.

(a)        Canada.
    Buyer agrees to offer employment as of the Closing Date to Michael Tinmouth and
Lele Yang on terms to be mutually agreed upon. At or immediately prior to the
Closing, Sellers shall release Michael Tinmouth and Lele Yang from employment
with effect from the Closing Date. At or immediately prior to the Closing,
Sellers shall pay the Canadian Employee Benefits to Michael Tinmouth and Lele
Yang.

(b)        Australia.

(i)        Employees.
    ACE Australian Subsidiary agrees to offer employment as of the Closing Date to
each of the Australian Employees as follows: (1) those Australian Employees
whose names are set forth on Schedule 5.5(b)(i)(1)will be offered employment
at compensation levels and on terms and conditions substantially similar to or
greater than those currently received from the Sellers, (2) those Australian
Employees whose names are set forth on Schedule 5.5(b)(i)(2)will be offered
fixed-term employment until March 31, 2004 at compensation levels substantially
similar to or greater than those currently received from the Sellers, and (3)
all other Australian Employees will be not be offered employment. At or
immediately prior to the Closing, Sellers shall release the Australian
Employees from employment with effect from the Closing Date.

(ii)      
  Benefits.    At or immediately prior to the Closing, Sellers shall pay to the Australian
Employees the Australian Employee Benefits due to or accrued by them up to
Closing.

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(iii)       
Severance.    At the Closing, Sellers shall pay the Australian Employee Termination Benefits
to the Fixed-Term Australian Employees and the Terminating Australian
Employees. Buyer agrees to pay to Sellers the Australian Employee Termination
Benefit Adjustment pursuant to Section 2.8hereof.

(iv)       
Pension
Matters.    The superannuation arrangements that applied to each Transferring
Australian Employee and Fixed-Term Australian Employee will continue unchanged
following Closing (except that the ACE Australian Subsidiary will be the
participating employer in the relevant Australian Funds with effect from
Closing) until the ACE Australian Subsidiary decides to change those
arrangements. Sellers must provide and must use all reasonable endeavors to
ensure that the trustees of the Australian Funds provide the ACE Australian
Subsidiary with any information reasonably required by the ACE Australian
Subsidiary in connection with this purpose. As soon as reasonably practicable
after Closing, Buyer and Sellers shall do all things required by the trustees
of the Australian Funds to substitute the ACE Australian Subsidiary as a
participating employer in the Australian Funds with effect from Closing.
Sellers shall use all reasonable efforts to ensure that no action is taken,
discretion exercised or omission occurs that would alter the level of benefits
or contributions in respect of a Transferring Australian Employee or Fixed-Term
Australian Employee under the governing rules of the Australian Funds from the
level applicable immediately before the date of this Agreement.

(c)        Scotland.

(i)       
Employees.    Sellers and Buyer acknowledge and agree that the sale and purchase of the
Business of the UK Subsidiary pursuant to this Agreement will constitute a
relevant transfer for the purposes of TUPE and accordingly the terms of
employment of the UK Employees will not be terminated at the Closing Date or
the Effective Time and such terms shall be transferred to the Buyer pursuant to
TUPE with effect from the Closing Date which shall be the time and transfer
under TUPE. Sellers agree to pay to Buyer the UK Employee Benefits Adjustment
pursuant to Section 2.7hereof.

(ii)       
Employment
Contracts.    If any employment contract not disclosed in writing by Sellers to
the Buyer or any other employment contract of any employee employed in the UK
other than a UK Employee as listed on Schedule 3.18of the Seller Disclosure
Schedule has effect as if originally made between the Buyer and the employee
concerned as a result of TUPE, the Buyer may, upon becoming aware of any such
contract, terminate it forthwith.

(iii)       
Stanplan.    Subject to the consent of the insurer (Standard Life) and the Inland Revenue,
Buyer or an Affiliate of Buyer shall become a participating employer in the
Stanplan on the same terms as the UK Subsidiary in respect of the UK Employees
who are members of the Stanplan as at Closing with effect from Closing.

(d)        Nothing
contained in this Section 5.5shall in any way limit any of the Sellers obligations
to make payments or provide indemnities under any other provision of this
Agreement in connection with any and all Employees.

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5.6        Use of Name.    From and after the Closing, the Sellers and their Affiliates shall
discontinue all use of the name Intasys; provided, that, for up to one year following the
Closing, the Sellers and their Affiliates may use the name Intasys (i) to the extent
necessary to transition to the new corporate name(s) to be used by the Sellers or their
Affiliates (i.e., to use Intasys as a formerly known as designation during
the transition period and for similar purposes) and (ii) in their website or email
addresses, but in no event shall any Seller or any Affiliate of the Sellers market new or
existing products or services under the Intasys name from and after the Closing;
provided, further, that, each of the subsidiaries of Mamma.com listed on Schedule 5.6of
the Seller Disclosure Schedule may continue to use INTASYS in its corporate
name for twenty (20) years from the Closing Date or until such entity engages in active
business operations, whichever occurs first.

5.7        Transition Assistance.

(a)        From
the date hereof, except as expressly contemplated or required hereby, Sellers
shall not in any manner take or cause to be taken any action which is designed,
or intended or might reasonably be anticipated to have the effect of
discouraging customers, suppliers, lessors, employees and other associates of
the Business from maintaining the same business relationships with the Buyer
after the date of this Agreement as were maintained with the Business prior to
the date of this Agreement.

(b)        Following
the Closing, Sellers shall provide or cause to be provided to Buyer the
services identified on Schedule 5.7(b)for the time periods specified therein,
at no cost to Buyer.

5.8        Audited Financial Statements.    As soon as practicable after Closing and in any event
within sixty days of the Closing Date, Sellers shall deliver to Buyer the audited
consolidated financial statements of Sellers with respect to the Business for the year
ending December 31, 2003 (2003 Financial Statements). Buyer hereby agrees to,
upon reasonable request from Sellers, cooperate with Sellers in Sellers efforts to
deliver the 2003 Financial Statements by providing assistance from Buyers Employees
and records of the Business to Seller. The 2003 Financial Statements (including the
related notes, where applicable) shall present a true and fair view of the results of the
operations and financial condition of Sellers as of and for the year ending December 31,
2003 and comply with applicable accounting requirements and each of such statements
(including the related notes, where applicable) will be prepared in accordance with GAAP.

5.9        Non-Competition; Non-Solicitation.

(a)        In
partial consideration of the payment of the Purchase Price set forth in Section 2.7,
Sellers agree that for a period of two years after the Closing Date, Sellers
and each entity that Sellers directly (or indirectly through a controlled
Affiliate) control, including any entity acquired subsequent to the date hereof
(Sellers and each such entity a Restricted Entity) shall not
develop, market, sell, install or maintain billing and customer care and
mediation software for customers in the telecommunications industry (the
Restricted Products or Services) in Canada, the United States, the
United Kingdom, Nepal, or the following states in Australia: New South Wales,
Queensland, Victoria and Western Australia. For the purposes of this
Section 5.9, control means the ability (through the ownership
of securities or similar interests, by contract or otherwise and whether or not
exercised) to elect a majority of the board of directors or similar governing
body of a Person. Sellers acknowledge that they have received adequate
consideration for the covenants contained in this Section 5.9, that such
covenants are reasonable and necessary to protect Buyers interests, that
the covenants of Sellers set forth in this Section 5.9are essential
elements of this Agreement and that, but for the agreement of Sellers to comply
with these covenants, Buyer would not have entered into this Agreement. Sellers
acknowledge that this Section 5.9contains independent covenants and shall
not be affected by performance or nonperformance of any other provision of this
Agreement by Buyer or the ACE Australian Subsidiary. Sellers have independently
consulted with their counsel and after such consultation agree that the
covenants set forth in this Section 5.9are reasonable and proper.

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(b)        Sellers
agree that for a period of two years after the Closing Date, no Restricted
Entity may, directly or indirectly, solicit for employment any employee of
Buyer related to the Business; provided, however,that general solicitation
through newspaper advertising, the Internet or job fairs and ordinary course
recruiting activities consistent with past practice shall not be deemed a
violation of this provision.

5.10        UK Value Added Tax.    The Buyer undertakes to the Seller to supply to the Sellers evidence
reasonably satisfactory to the Sellers that it is a registered taxable person for the
purposes of VAT.

5.11        UK Security Deposits.    The parties hereby agree that, following Closing, Buyer shall
assume the rights to the security deposits for the leasehold properties listed on
Schedule 5.12of the Seller Disclosure Schedule. Pursuant to the foregoing, Buyer shall
enter into rental deposit agreements with the landlords of such properties pursuant to
which the landlords shall acknowledge that Buyer has assumed the rights to such security
deposits. Buyer shall reimburse Sellers for such security deposits in the amount of
$59,220 pursuant to the purchase price adjustment as set forth in Section 2.7. If for any
reason either or both of such security deposits are refunded to Sellers by the landlords
following the Closing, Sellers shall promptly forward such security deposit to Buyer.

5.12        Revised Schedules.    The parties acknowledge that they are executing this Agreement on the
date hereof despite the fact that certain of the Seller Disclosure Schedules are
incomplete. Prior to Closing, Seller shall provide complete copies of Schedule 3.10(b)of
the Seller Disclosure Schedules, and such other Seller Disclosure Schedules as may be
mutually agreed upon by the parties (the Revised Schedules), which shall be
completed in form and substance satisfactory to Buyer in its sole discretion. In
addition, if the Revised Schedules disclose any additional liabilities to be assumed by
Buyer or any Affiliate of Buyer, the parties shall negotiate a mutually acceptable
reduction in the Purchase Price.

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# ARTICLE VICONDITIONS TO CLOSING

6.1        Conditions to Each Partys Obligations. The obligation of each Party to consummate
the transactions contemplated hereby is subject to satisfaction on or prior to the
Closing Date of the following conditions (any of which may be waived by the Parties in
writing):

(a)        Approvals
and Consents. All required approvals, consents, notifications with respect to
the Contracts and authorizations of Governmental Bodies and other third
parties, including all Consents, shall have been received and no Governmental
Body shall have imposed, as a condition to the granting of such approval,
consent or authorization, any condition that Buyer, in its reasonable judgment,
determines to have a Material Adverse Effect. The Acquired Assets shall be free
from all Encumbrances.

(b)        No
Injunctions or Restraints; Illegality. No order, injunction or decree issued by
any court or agency of competent jurisdiction or other legal restraint or
prohibition (an Injunction) preventing the consummation of
transactions contemplated by this Agreement shall be in effect. No statute,
rule, regulation, order, injunction or decree shall have been enacted, entered,
promulgated or enforced by any Governmental Body which prohibits, restricts or
makes illegal consummation of the transactions contemplated by this Agreement.

6.2         Conditions to Buyers Obligations. The obligation of Buyer (and the ACE Australian
Subsidiary) to consummate the transactions contemplated hereby is subject to satisfaction
on or prior to the Closing Date of the following conditions (any of which may be waived
by Buyer in writing):

(a)        Representations
and Warranties. The representations and warranties of Sellers set forth in this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as of
the Closing Date.

(b)        Performance
of Covenants and Agreements. Each of the Sellers shall have performed in all
material respects all covenants and agreements required to be performed by them
under this Agreement at or prior to the Closing Date.

(c)        Documents
to be Delivered by Sellers. The following documents shall be delivered to Buyer
at or prior to the Closing by Sellers:

(i)     Conveyance
Documents. Sellers shall have executed and delivered such releases, instruments
of sale, transfer, assignment, conveyance and delivery, in form and substance
reasonably satisfactory to counsel for Buyer, as are required in order to
transfer to Buyer the Acquired Assets and the Assumed Obligations.

(ii)     Records
of Sellers. All Contracts, files, documents, data, records and information of
Sellers relating to the conduct of the Business, the Acquired Assets or the
Assumed Obligations or copies thereof shall have been delivered to Buyer other
than any Excluded Assets.

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(iii)        Officers
Certificate. Sellers shall have delivered a certificate signed on behalf of
Sellers by the chief executive officer or chief financial officer of each
Seller to the effect that each of the conditions specified above in Sections 6.2(a)and (b)are satisfied in all respects.

(iv)        Legal
Opinion. Sellers shall have delivered legal opinions of Sellers various
counsels in the forms attached as Exhibit B.

(v)        Escrow
Agreement. Mamma.com shall have executed and delivered the Escrow Agreement to Buyer.

(vi)        Revised
Schedules. Sellers shall have delivered the Revised Schedules to Buyer in form
and substance satisfactory to Buyer in its sole discretion.

(e)        Pre-Effective
Time Accounts. Sellers shall have delivered a true and accurate list of
Pre-Effective Time Accounts Receivable and Pre-Effective Time Accounts Payable.

(f)        Employees.
As of the date of the Closing Michael Tinmouth shall have accepted the terms of
employment offered by Buyer.

(g)        Accrued
Employee Benefits. Sellers shall have paid (i) to each Australian Employee the
monetary value of the Australian Employee Benefits accrued by the Australian
Employee up to Closing (including, without limitation, the Australian Employee
Termination Benefits, as applicable) and (ii) to Michael Tinmouth and Lele Yang
the monetary value of the Canadian Employee Benefits or any other amount agreed
by him and Mamma.com in full and final payment of any sums owing to him as a
result of his employment by Mamma.com prior to the Closing Date.

(h)        Australian
Lease. Either (i) Sellers shall have assigned (and obtained all necessary
consents related thereto) the Australian Lease to the ACE Australian
Subsidiary, or (ii) the ACE Australian Subsidiary shall have entered into a new
lease arrangement directly with the landlord who is currently a party to the
Australian Lease on terms satisfactory to Buyer in its sole discretion.

(i)        No
Material Adverse Change. There shall have been no Material Adverse Change or
Material Adverse Effect with respect to the Sellers.

6.3        Conditions to Sellers Obligations. The obligation of Sellers to consummate the
transactions contemplated hereby is subject to satisfaction on or prior to the Closing
Date of the following conditions (any of which may be waived by Mamma.com in writing):

(a)        Representations
and Warranties. The representations and warranties of Buyer set forth in this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as of
the Closing Date.

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(b)        Performance
of Covenants and Agreements. Buyer shall have performed in all material
respects all covenants and agreements required to be performed by it under this
Agreement at or prior to the Closing Date.

(c)        Documents
to be Delivered by Buyer. The following documents shall be delivered at the
Closing by Buyer:

(i)        Officers
Certificate. Buyer shall have delivered a certificate signed on behalf of Buyer
by the chief financial officer of Buyer to the effect that each of the
conditions specified above in Sections 6.3(a) and (b) are satisfied in all
respects.

(ii)       Escrow
Agreement. Buyer shall have executed and delivered the Escrow Agreement to
Sellers.

(iii)       Legal
Opinion. Buyer shall have delivered the legal opinion of Buyers counsel, in
the form attached as Exhibit C.

(d)        Purchase
Price. Buyer shall have delivered the Purchase Price to Mamma.com.

(e)        Escrow
Sum. Buyer shall have delivered the Escrow Sum to the Escrow Agent.

# ARTICLE VIIINDEMNIFICATION

7.1        Indemnification of Buyer. Sellers, jointly and severally (solidarily), agree that they
will indemnify, defend, and save and hold harmless Buyer and each officer, director, and
Affiliate of Buyer, including, without limitation, any successor of Buyer (collectively,
the Buyer Indemnified Parties) from and against any and all damages, losses,
claims, liabilities, demands, charges, suits, penalties, costs and expenses (including
court costs and reasonable attorneys fees and expenses incurred in investigating
and preparing for any litigation or proceeding) (collectively, the Buyer
Indemnifiable Costs), which any of the Buyer Indemnified Parties may sustain, or to
which any of the Buyer Indemnified Parties are subjected, arising out of (i) any breach
of or failure to perform any representation, warranty, covenant, agreement or undertaking
made by Sellers contained in this Agreement, (ii) any liability or obligation of any
Sellers, other than the Assumed Obligations, arising out of the conduct of the Business
prior to the Closing, or (iii) any of the Excluded Liabilities; provided, however, the
Buyer Indemnifiable Costs shall not include any incidental or consequential damages.

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7.2        Indemnification of Sellers. Buyer agrees that it will indemnify, defend, save and hold
harmless Sellers, and their shareholders, officers, directors and Affiliates, including,
without limitation, any successors of Sellers (collectively, the Seller Indemnified
Parties) from and against any and all damages, losses, claims, liabilities,
demands, charges, suits, penalties, costs and expenses (including court costs and
reasonable attorneys fees and expenses incurred in investigating and preparing for
any litigation or proceeding) (collectively, the Seller Indemnifiable Costs),
which any of the Seller Indemnified Parties may sustain, or which any of the Seller
Indemnified Parties are subjected, arising out of (i) any breach of or failure to perform
any representation, warranty, covenant, agreement or undertaking by Buyer, the Canadian
Subsidiary or the Australian Subsidiary contained in this Agreement, or (ii) any Assumed
Obligation; provided, however, the Seller Indemnifiable Costs shall not include any
incidental or consequential damages.

7.3        Cooperation.

(a)     Notice.
Any Indemnified Party shall give prompt written notice to the party against
whom a claim is or may be made under Section 7.1or 7.2(the Indemnifying
Party) of any assertion, claim or demand which the Indemnified Party
discovers or of which notice is received after the Closing and which might give
rise to a claim by the Indemnified Party under Sections 7.1or 7.2hereof
stating in reasonable detail the nature, basis and amount thereof.

(b)     Claims
for Money Damages. In case of any claim for money damages by a third party, any
suit for money damages, any claim for money damages by any Governmental Body,
or any legal, administrative or arbitration proceeding with respect to which
the Indemnifying Party may have liability for money damages under the indemnity
agreements contained in Sections 7.1or 7.2hereof, the Indemnifying Party
shall be entitled to participate therein, and to the extent desired, to assume
the defense thereof, and after notice from the Indemnifying Party of its
election so to assume the defense thereof, the Indemnifying Party 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,
unless the Indemnifying Party does not actually assume the defense thereof
following notice of such election. Buyer or Sellers shall make available to the
others and their attorneys and accountants, at all reasonable times, all books
and records relating to such suit, claim or proceeding, and Buyer and Sellers
will render to each other such assistance as may reasonably be required of each
other in order to insure proper and adequate defense of any such suit, claim or
proceeding. Buyer and Sellers will not make any settlement of any claim which
might give rise to liability of the Indemnifying Party hereunder for money
damages or which binds the Indemnifying Party to any obligation under the
indemnity agreement contained in Sections 7.1or 7.2hereof without the
consent of the other which consent shall not be unreasonably withheld. If the
Indemnifying Party shall desire and be able to effect a monetary compromise or
settlement of any such claim which settlement or monetary compromise shall
fully and finally relieve the Indemnified Party of any liability in connection
with such cause of action and claim and the Indemnified Party shall refuse to
consent to such compromise or settlement (to the extent it relates to money
damages), then the liability of the Indemnifying Party to the Indemnified Party
with respect to settlement of such claim shall be limited to the amount so
offered in compromise or settlement.

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7.4        Survival; Limits on Indemnification. Except for any claims for breach of the
representations and warranties of Sellers under Sections 3.8and 3.13hereof (for which
indemnification claims must be made prior to the expiration of the applicable statute of
limitations plus 60 days and if so made, such claims shall continue after such date until
finally resolved and made), the right to make claims for indemnification by the Buyer
Indemnified Parties or the Seller Indemnified Parties provided under this Article VIIfor breaches of representations and warranties contained herein shall expire fourteen
months following the Closing Date (except for claims made prior to such date which shall
continue after such date until finally resolved and except for claims based on
third-party infringement Intellectual Property Claim, which will not be subject to time
limits). Sellers shall not be obligated to pay any amounts for indemnification under this
Article VIIfor breaches of Sellers representations and warranties contained
in Article IIIuntil the aggregate indemnification obligation sought by the Buyer
Indemnified Parties hereunder exceeds $30,000, whereupon Sellers shall be liable for all
amounts for which indemnification may be sought for such breaches of Sellers representations
of warranties up to a maximum indemnification for all claims paid by Sellers equal to the
Purchase Price. Buyer shall not be obligated to pay any amounts for indemnification under
this Article VIIfor breaches of its representations contained in Article IVuntil
the aggregate indemnification obligation sought by the Seller Indemnified Parties
hereunder exceeds $30,000, whereupon Buyer shall be liable for all amounts for which
indemnification may be sought for breaches of its representations and warranties up to a
maximum indemnification for all claims paid by Buyer equal to the Purchase Price.
Notwithstanding the foregoing, the Buyer Indemnified Parties shall be entitled to
indemnification at any time for all damages based on (i) fraud, (ii) with respect to any
unpaid or past due Taxes of Sellers related to the Business, (iii) the Excluded
Liabilities or (iv) amounts due by Seller on the Proration Statement pursuant to Section
2.8without regard to any time limits or aggregate or threshold amounts, and Buyer
Indemnified Parties shall be entitled to all damages based on a breach of Section 3.10(b)hereof without regard to any threshold amounts. Each Partys sole and exclusive
monetary remedy against the other parties for any matter described in Sections 7.1or 7.2is the right to proceed for indemnification in the manner and subject to the limitations
of this Article VII. However, nothing in this Article VIIshall limit any Party in
exercising or securing any remedies provided by applicable statutory or common law with
respect to the conduct of the other parties in connection with this Agreement or in the
amount of damages that they can recover from the other in the event that such party
successfully proves intentional fraud or intentional fraudulent conduct in connection
with this Agreement. Any amounts paid by Sellers pursuant to this Section shall be
treated for Tax purposes as a reduction of the Purchase Price. If any claim for
indemnification is made by Buyer or any of its representatives, stockholders, controlling
persons, or Affiliates pursuant to this Article VIIprior to the expiration of the Escrow
Period, Buyer shall first apply to the Escrow Agent for reimbursement of such claim in
accordance with the provisions of the Escrow Agreement prior to seeking reimbursement
directly from Sellers for such claim.

# ARTICLE VIII TAXES, UTILITIES,
ASSESSMENTS AND OTHER ADJUSTMENTS

8.1        Adjustments. Sellers shall be liable for and shall pay all General Taxes (as hereinafter
defined) levied and assessed against the Acquired Assets for periods ending prior to the
Closing Date. The term General Taxes shall mean all taxes imposed by any
Governmental Body, including employment taxes, payroll taxes, severance taxes or other
taxes on real or personal property, highway vehicle use taxes and fees, franchise taxes,
income taxes or other taxes based on income, but the term General Taxes shall
exclude all taxes covered by Sections 8.2, 8.3 and 8.4.

319

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8.2        Australian GST.

(a)        The
Australian Subsidiary and the ACE Australian Subsidiary agree that the
Agreement, and the sale and purchase of the Australian Acquired Assets
contemplated hereby is the supply of a going concern by the Australian
Subsidiary to the ACE Australian Subsidiary, which is Australian GST -free
under subdivision 38-J of the Australian GST Act, and Sellers agree that they
will conduct the subject matter of the Agreement as such up to and including
the Closing Date. The ACE Australian Subsidiary has delivered to Sellers
evidence that it is registered for Australian GST. The Australian Subsidiary
has delivered to the ACE Australian Subsidiary evidence to that it is
registered for Australian GST. Any amount that Sellers pay or are liable to pay
to Buyer or the ACE Australian Subsidiary under any indemnity under this
Agreement, or for breach of this Agreement is to be treated as a reduction of
the purchase price in Section 2.7for the purposes of the Australian GST
Act. Any amount that Buyer or the ACE Australian Subsidiary pays or is liable
to pay to Sellers under any indemnity under this Agreement, or for breach of
this Agreement by Buyer or the ACE Australian Subsidiary is to be treated as an
accretion to the purchase price in Section 2.7for the purposes of the
Australian GST Act. If the Australian Subsidiary or the ACE Australian
Subsidiary is entitled to be reimbursed for an expense or outgoing incurred in
connection with the Agreement, then the amount of the reimbursement will be net
of any input tax credits which may be claimed by the party being reimbursed in
relation to that expense or outgoing. Terms defined in the Australian GST Act
have the same meaning in this Section 8.3unless provided otherwise.

(b)        Unless
expressly included, the consideration for any supply under or in connection
with this Agreement does not include Australian GST. Subject to Section 8.2(a),
to the extent that any supply made by Australian Subsidiary or the ACE
Australian Subsidiary under or in connection with this Agreement is a taxable
supply, the relevant supplier may increase the consideration for that supply by
an amount not exceeding the amount of the consideration multiplied by the rate
at which Australian GST is imposed in respect of the supply. The right of
Australian Subsidiary or the ACE Australian Subsidiary to recover any amount in
respect of Australian GST under this Agreement on a supply is subject to the
issuing of the relevant tax invoice or adjustment note to ACE Australian
Subsidiary or the ACE Australian Subsidiary as the case may be. Subject to any
other provision of this Agreement, the recipient must pay any amount in respect
of Australian GST within 7 days of the issuing of the relevant tax invoice
or adjustment note to the recipient.

8.3        UK Value Added Tax. It is the intention of all parties to this Agreement that the Business
shall be transferred to the Buyer as a going concern on the terms and conditions set forth
herein and that the provisions of Article 5 shall apply to such transfer and the sale and
purchase of the Acquired Assets as to be treated as neither a supply of goods nor a supply
of services for purposes of VAT, and each party shall use its reasonable endeavors to
procure that the sale of the Business is treated as neither a supply of goods nor a supply
of services under that Article.

320

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8.4        Sales, Use, Transfer and Other Taxes. The Buyer shall pay either to the Sellers or
directly to the appropriate Taxing Authority as required under the relevant legislation
any Taxes exigible in connection with transfer of the Acquired Assets or any action
contemplated under this Agreement but excluding General Taxes as defined in Section 8.1of this Agreement and excluding any capital gains taxes. Notwithstanding the foregoing,
Buyer and Sellers shall cooperate and render to each other such assistance as may
reasonably be required of each other, including, without restricting the generality of
the foregoing, executing such tax forms, tax elections or purchase exemption certificates
as necessary, to reduce or eliminate under legislation, statute, act, regulation or
published policy of any Taxing Authority any Tax payable as a result of the actions
contemplated by this Agreement.

# ARTICLE IX TERMINATION

9.1        Termination. This Agreement and the transactions contemplated hereby may be
terminated at any time prior to the Closing:

(a)        by
mutual written consent of Sellers and Buyer, duly authorized by the boards of
directors of each Seller
and Buyer;

(b)        by
Sellers or Buyer if the Closing has not occurred on or before February 27,
2004, unless the failure of the Closing to occur by such date shall be due to
the failure of the Party seeking to terminate this Agreement to perform or
observe the covenants and agreements of such Party set forth herein;

(c)        by
Sellers or Buyer if consummation of the transactions contemplated by this
Agreement will violate any non-appealable final order, decree or judgment of
any court or Governmental Body having competent jurisdiction;

(d)        by
Buyer, if Mamma.com Board of Directors, for any reason, (i) approves a third
party proposal for an Acquisition Transaction that is inconsistent with the
transactions contemplated by this Agreement, or (ii) violates Section
5.2(b)of this Agreement;

(e)        by
Buyer if (i) at the time of such termination any of the representations and
warranties of Sellers contained in this Agreement shall not be true and correct
to the extent that the condition set forth in Section 6.2(a)hereof cannot be
satisfied, or (ii) there shall have been any material breach of any covenant,
agreement or obligation of Sellers hereunder and such breach shall not have
been remedied by Sellers or any third-party within 15 days after receipt by
Sellers of notice in writing from Buyer specifying the nature of such breach
and requesting that it be remedied; or

(f)        by
Sellers if (i) at the time of such termination any of the representations and
warranties of Buyer contained in this Agreement shall not be true and correct
to the extent that the condition set forth in Section 6.3(a)hereof cannot be
satisfied, or (ii) there shall have been any material breach of any covenant,
agreement or obligation of Buyer hereunder and such breach shall not have been
remedied by Buyer or any third-party within 15 days after receipt by Buyer of
notice in writing from Sellers specifying the nature of such breach and
requesting that it be remedied.

321

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9.2        Effect of Termination. In the event of termination of this Agreement by either
Sellers or Buyer as provided in Section 9.1hereof,
this Agreement shall forthwith become void and have no effect except (i) this Section
9.2and Section 10.3shall survive any termination of this Agreement, and
(ii) notwithstanding anything to the contrary contained in this Agreement, no party
shall be relieved or released from any liabilities or damages arising out of such
partys willful or intentional breach of any provision of this Agreement.

# ARTICLE XMISCELLANEOUS

10.1        Modifications; Waiver. Any amendment, change or modification of this Agreement shall be
void unless in writing and signed by each of the parties hereto. No failure or delay by
any party hereto in exercising any right, power or privilege hereunder, and no course of
dealing between or among any of the parties, shall operate as a waiver of any such right,
power or privilege. No waiver of any default on any one occasion shall constitute a
waiver of any subsequent or other default. No single or partial exercise of any such
right, power or privilege shall preclude the further or full exercise thereof.

10.2        Notices. All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given when personally delivered, mailed by registered mail,
return receipt requested, or via international courier service. Such notices or other
communications shall be sent to the following addresses, unless other addresses are
subsequently specified in writing:

| | Buyer
or the ACE Australian Subsidiary:
| | ---------------------------------------

| | ACE*COMM Corporation 
704 Quince Orchard Road
Gaithersburg, MD 20878 USA
Attn.: Chief Executive Officer
Fax: (301) 208-3759with a copy (which shall not constitute notice) to:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Hogan & Hartson L.L.P.
                            Columbia Square
                           555 Thirteenth Street, N.W.
                           Washington, DC 20004-1109
                            USA
                           Attn.:   Steven M. Kaufman, Esq.
                           Fax:     (202) 637-5910
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

322

---

| | Sellers:
| | --------

| | c/o Mamma.com Inc.
388 St. Jacques Street West
8th Floor
Montreal, Quebec
Canada, H2Y 1S1
ATTN: David Goldman
Fax: (514) 874-0866with a copy (which shall not constitute notice) to:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Spiegel Sohmer
                            5 Place Ville-Marie
                            Suite 1203
                            Montreal, Quebec
                            Canada, H3B 2G2
                            ATTN: Alwynn Gillett
                            Fax: (514) 875-8237
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.3        Expenses. Each of the parties hereto shall bear all costs, charges and expenses incurred
by such party in connection with this Agreement and the consummation of the transactions
contemplated herein.

10.4        Binding Effect; Assignment; Counterparts; Facsimile. This Agreement shall be binding upon
and inure to the benefit of Buyer and Sellers, their respective representatives,
successors, and permitted assigns, in accordance with the terms hereof. This Agreement
shall not be assignable by any party without the prior written consent of the other
parties hereto. This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which counterparts collectively shall constitute
one instrument. Signatures of a party to this Agreement or other documents executed in
connection herewith which are sent to the other parties by facsimile transmission shall
be binding as evidence of acceptance of the terms hereof or thereof by such signatory
party.

10.5        Entire and Sole Agreement. This Agreement and the other schedules, annexes
and agreements
referred to herein, constitute the entire agreement between the parties and supersede all
prior agreements, representations, warranties, statements, promises, information,
arrangements and understandings, whether oral or written, express or implied, with
respect to the subject matter hereof; provided, however, the terms of the Confidentiality
Provision shall survive this Agreement.

10.6        Governing Law. This Agreement shall be governed by the laws of the Province of Quebec,
Canada without giving effect to the principles of conflicts of laws thereof.

323

---

10.7        Invalid Provisions. If any provision of this Agreement is deemed or held to be illegal,
invalid or unenforceable, this Agreement shall be considered divisible and inoperative as
to such provision to the extent it is deemed to be illegal, invalid or unenforceable, and
in all other respects this Agreement shall remain in full force and effect; provided,
however, that if any provision of this Agreement is deemed or held to be illegal, invalid
or unenforceable there shall be added hereto automatically a provision as similar as
possible to such illegal, invalid or unenforceable provision and be legal, valid and
enforceable. Further, should any provision contained in this Agreement ever be reformed or
rewritten by any judicial body of competent jurisdiction, such provision as so reformed or
rewritten shall be binding upon all parties hereto.

10.8        Public Announcements. The Parties will consult with each other, and to the extent
practicable, agree, before issuing any press release or otherwise making any public
statement with respect to this Agreement or the transactions contemplated hereby and will
not issue any such press release or make any such public statement prior to such
consultation, except as may be required by law or any listing agreement with a national
securities exchange or inter-dealer quotation system. The Parties have agreed to the text
of the joint press release announcing the signing of this Agreement.

10.9        Third Parties. Except as specifically set forth or referred to herein, nothing herein
expressed or implied is intended or shall be construed to confer upon or give to any
Person, other than the parties hereto and their permitted successors or assigns, any
rights or remedies under or by reason of this Agreement.

10.10        No Strict Construction. The Parties hereto have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement.

10.11        Arbitration. Any dispute, controversy or claim between the parties arising out of or
relating to this Agreement either during or after the term thereof shall be solely and
finally settled by arbitration conducted in the English language in New York, in
accordance with the Rules of Arbitration of the International Chamber of Commerce by a
single arbitrator selected by the parties, which arbitrator shall decide the dispute,
controversy or claim in accordance with the governing law specified in Section 10.6. The
arbitrator shall be familiar with international business transactions. If the parties
fail to agree on the arbitrator within 30 days of the date either party notifies the
other of its desire to invoke the provisions of this Section 10.11, either party may
apply to the International Chamber of Commerce for the appointment of the arbitrator. The
decision of the arbitrator shall be in writing, in the English language, and shall set
forth the basis therefor. The parties shall abide by all awards rendered in the
arbitration proceedings, and all such awards may be enforced and executed upon in any
court having jurisdiction over the party against whom enforcement of such award is
sought. The parties shall pay the administrative charges, arbitrators fees, and
related expenses of arbitration as directed by the arbitrator. Notwithstanding the
foregoing, each party shall pay its own legal fees incurred in connection with any such
arbitration. All arbitration awards shall be rendered and paid in United States dollars.

324

---

10.12         English Language. The parties confirm that it is their wish that this Agreement and any
other documents delivered or given pursuant to this Agreement, including notices, have
been and shall be in the English language only. Les parties aux présents
confirment leur volonté que cette convention de même tous les documents, y
compris tous avis, sy rattachant, soient rédigés en anglais
seulement.

# [THIS SPACE
INTENTIONALLY LEFT BLANK]

325

---

IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed
as of the date and year first above written.

| | ACE*COMM CORPORATION
| | --------------------

| | By: s/s Steven R. Delmar
    Name:
    Title:
| | ---------------------------------------------

| | ACE*COMM SOLUTIONS AUSTRALIA PTY LTD.
| | -------------------------------------

| | By: s/s Steven R. Delmar
    Name:
    Title:
| | ---------------------------------------------

| | SOLUTIONS
ACE*COMM CORPORATION
| | ------------------------------

| | By: s/s Steven R. Delmar
    Name:
    Title:
| | ---------------------------------------------

| | MAMMA.COM
INC.
| | --------------

| | By: s/s David Goldman
    Name:
    Title:
| | ------------------------------------------

| | INTASYS BILLING TECHNOLOGIES LTD.
| | ---------------------------------

| | By: s/s David Goldman
    Name:
    Title:
| | ------------------------------------------

326

---

| | In the presence of the following witness:
| | -----------------------------------------

| | Witness: s/s Esther Goldman
Name: Esther Goldman
Address: 499 Fairlawn Ave.Toronto, Ontario M5M 1V3
Canada
| | ----------------------------------------------------------------------------------------------------------

327

---

| | INTASYS BILLING TECHNOLOGIES (CANADA) INC.
| | ------------------------------------------

| | By: s/s David Goldman
    Name:
    Title:
| | ------------------------------------------

| | INTASYS BILLING TECHNOLOGIES (ASIA-PACIFIC) PTY LTD.
| | ----------------------------------------------------

| | By: s/s David Goldman
    Name:
    Title:
| | ------------------------------------------

328

---

Appendix A

EARN-OUT SCHEDULE

This
Appendix sets forth the terms and conditions of the calculation of the Earn-Out pursuant
to the Agreement. The parties agree and acknowledge that the terms of the Earn-Out set
forth herein relate solely to how the Earn-Out is calculated, notwithstanding actual
operations or results of Buyer or Sellers. Unless otherwise specified in this Appendix,
all references to currency, monetary values, $ and dollars set forth herein
shall mean United States (U.S.) dollars. For purposes of this Appendix, the following
terms shall have the meanings set out below. All other capitalized terms used but not
defined herein shall have the meanings set forth in the Agreement.

Bangladesh
Contract shall mean a contract entered into between Buyer, or one of its Affiliates,
and Bangladesh BTTB to license billing and mediation software to Bangladesh BTTB, on terms
substantially consistent with those contained in the current proposal provided to
Bangladesh BTTB by Sellers, with a value of approximately $1,300,000 or greater.

First
Generation Telecom Earn-Out Payment shall be $40,000.

First Generation
Telecom Earn-Out Period shall mean the period beginning on January 1, 2004 and
ending on September 30, 2004.

Generation
Telecom Contract shall mean that certain JBill and ViewBill License Agreement
between the UK Subsidiary and Generation Telecom Ltd., dated November 15, 2001.

Generation
Telecom Revenues shall mean all subscription revenues properly recognized and
reported by Buyer with regard to the Generation Telecom Contract (as presently in effect)
during any applicable period in accordance with UK GAAP applied on a basis consistent with
Buyers current practices, as determined by Buyers independent certified public
accountants.

Second
Generation Telecom Earn-Out Payment shall be $60,000.

Second Generation
Telecom Earn-Out Period shall mean the period beginning on January 1, 2004 and
ending on December 31, 2004.

329

---

_________________

The
Earn-Out consists of up to three payments, which payments shall be calculated as set forth
below. In no event shall the payments made hereunder exceed $250,000 in the aggregate.

|1. |  | First
Generation Telecom Earn-Out Payment. If the Generation Telecom Revenues for the
First Generation Telecom Earn-Out Period are greater than or equal to £225,000,
then Buyer shall pay the First Generation Telecom Earn-Out Payment to
Mamma.com.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | Second
Generation Telecom Earn-Out Payment. If the Generation Telecom Revenues for the
Second Generation Telecom Earn-Out Period are greater than or equal to £300,000,
then Buyer shall pay the Second Generation Telecom Earn-Out Payment to
Mamma.com.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Bangladesh Contract Earn-Out Payment. If the Bangladesh Contract meets the
requirements set forth herein and is fully executed prior to March 31, 2005,
Buyer shall pay $150,000 to Mamma.com within five business days following such
execution; provided, that Buyer shall not make more than one payment under this
Section 3.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | Payments and Earn-Out Statements. Within 30 days following the end of each of
the First Generation Telecom Earn-Out Period and the Second Generation Telecom
Earn-Out Period, Buyer shall prepare and deliver to Mamma.com a calculation of
the applicable Earn-Out payment (the Earn-Out Statements), along
with appropriate supporting documentation. The Earn-out Statements shall be
prepared in accordance with UK GAAP. The cost of preparing the Earn-out
Statements shall be borne by Buyer. The First Generation Telecom Earn-Out
Payment and the Second Generation Telecom Earn-Out Payment, if any, shall be
paid within five business days following the final determination of such payment
amounts by Buyer and Mamma.com.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | Dispute
Resolution. The parties agree to act fairly and in good faith in their dealings
with each other with respect to the Earn-Out. All disputes with respect to this
Appendix, which cannot be resolved by mutual agreement of the Buyer and
Mamma.com, shall be referred to a mutually satisfactory independent public
accounting firm that has not been the regular audit firm of the parties for the
two years preceding the date of such referral. The determination of such firm
shall be conclusive and binding on each party, and judgment upon any such
determination can be entered in any court having jurisdiction over the matter.
One-half of the fees of such firm shall be borne by Sellers, and one-half shall
be borne by Buyer. Notwithstanding the pendancy of such dispute, any payment,
which is not subject to dispute, shall be promptly paid. If it is finally
determined upon resolution of such dispute that any additional payment is to be
made hereunder, Buyer shall make such payment within five business days of such
determination.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

330

---

# Exhibit 4.7

# AMENDMENT TO ASSET
PURCHASE AGREEMENT

THIS
AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this Amendment) is dated as of the
12th day of February 2004, and is entered into by and among ACE*COMM Corporation, a
corporation organized under the laws of Maryland, USA, ACE*COMM Solutions Australia Pty
Limited ABN 95 107 588 938, a company registered under the Australian Corporations Act
2001 (Cth), Solutions ACE*COMM Corporation, Mamma.com Inc. (f/k/a Intasys Corporation), a
company organized under the laws of the Province of Ontario, Canada and the wholly owned
subsidiaries of Mamma.com that are signatories to this Agreement.

# RECITALS

WHEREAS,
the parties previously entered into that certain Asset Purchase Agreement dated as of
January 27, 2004 (the Agreement);

WHEREAS,
the parties desire to make certain amendments to the Agreement as set forth herein; and

WHEREAS, all
capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.

NOW,
THEREFORE, in consideration of the foregoing Recitals and the mutual promises,
representations, warranties, covenants and conditions set forth herein and in the
Agreement, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

# AGREEMENT

Section 1.    Amendments.

(a)       Effective
as of the date hereof, Section 1.1 is hereby amended to add the following defined term:

Australian
Employees Benefits Adjustment means the total amount equal to the monetary value of
the accrued annual leave and long service leave benefits accrued as at the Effective Time
by Transferring Australian Employees, who give the Sellers a certificate stating that they
do not wish to be paid accrued annual leave and long service leave, as set forth on
Schedule 3.10(b)of the Seller Disclosure Schedule.

(b)        Effective
as of the date hereof, the following clause is hereby inserted immediately
following Section 2.3(g):

331

---

(h)        Sellers obligations
under that certain Fleet Agreement by and between the Australian Subsidiary
(f/k/a NOHA Systems (Asia-Pacific) Pty Ltd) and Orix Australia Corporation
Limited after the Effective Time.

(i)        If
Paul Simon Peter accepts an offer of employment with the ACE Australian
Subsidiary as contemplated by Section 5.5(b)(i), Sellers obligations
under that certain novated vehicle lease to Paul Simon Potter after the
Effective Time until novation of such lease ends in accordance with the terms
of the relevant novation agreement by and between Paul Simon Potter and the
Australian Subsidiary (f/k/a NOHA Systems (Asia-Pacific) Pty Ltd).

(j)        If
Tonia Cruz accepts an offer of employment with the ACE Australian Subsidiary as
contemplated by Section 5.5(b)(i), Sellers obligations under that certain
novated vehicle lease to Tonia Cruz after the Effective Time until novation of
such lease ends in accordance with the terms of the relevant novation agreement
by and between Tonia Cruz and the Australian Subsidiary (f/k/a NOHA Systems
(Asia-Pacific) Pty Ltd).

(k)        Obligations
of the Australian Subsidiary with respect to the accrued annual leave and long
service leave benefits accrued as at the Effective Time by Transferring
Australian Employees who give the Sellers a certificate stating that they do
not wish to be paid accrued annual leave and long service leave, as set forth
on Schedule 3.10(b)of the Seller Disclosure Schedule; it being understood that
the foregoing obligation shall be assumed by the ACE Australian Subsidiary.

(c)        Effective
as of the date hereof, the following clause is hereby inserted immediately
following Section 2.4(t):

(u)        All
of Sellers liabilities or obligations for the maintenance, repair and
make good obligations under the Australian Lease, including without limitation,
clauses 7.24, 8.1, 8.3, 8.5, 9.1, 9.2 and 9.3 of the Australian Lease
(notwithstanding any assignment of the Australian Lease as contemplated in
Section 6.2(h)hereof).

(d)        Effective
as of the date hereof, the first sentence of Section 2.7(a)is hereby deleted
in its entirety and the following shall be substituted therefor:

The
purchase price paid by Buyer, the Canadian Subsidiary and the ACE Australian Subsidiary,
as applicable, for the Acquired Assets shall equal $1,350,000, plus$59,220 for security
deposit adjustment, plus$130,000 (the agreed upon fair market value of Sellersfixed
assets), minus$11,000 for sick leave adjustment, minus$75,000 for employee notification
adjustment, minusthe Pre-Paid Amounts, minusthe UK Employee Benefits Adjustment, and
minusthe Australian Employees Benefits Adjustment (the Purchase Price) and
shall be payable in full on the Closing Date.

332

---

(e)        Effective
as of the date hereof, the first sentence of Section 2.9 is hereby deleted in
its entirety and the following shall be substituted therefor:

Pursuant
to the escrow agreement to be entered into among Mamma.com, Buyer and Fraser Milner
Casgrain LLP (the Escrow Agent), in substantially the form attached hereto as
Exhibit A(the Escrow Agreement) $148,000 shall be delivered to the
Escrow Agent at Closing.

(f)        Effective
as of the date hereof, Section 5.5(b)(ii) of the Agreement is hereby deleted in
its entirety and the following shall be substituted therefor:

(ii)        Benefits.
At or immediately prior to the Closing, Sellers shall pay to the Australian
Employees (other than those Transferring Australian Employees who give the
Sellers a certificate stating that the Transferring Australian Employee does
not wish to be paid accrued annual leave and long service leave) the Australian
Employee Benefits due or accrued by them up to Closing.

(g)        Effective
as of the date hereof, the following clause is hereby inserted immediately
following Section 5.4(c):

(d)        Seller
shall as soon as reasonably practicable but in any event within 10 days of the
Closing Date deliver to Buyer a true and accurate list of Pre-Effective Time
Accounts Receiveable and Pre-Effective Time Accounts Payable.

(h)        Effective
as of the date hereof, the following clause is hereby inserted immediately
following Section 5.12:

5.13
        Make Good Obligations Under Australian Lease. The Australian Subsidiary is and remains
responsible for, and must perform all obligations under, the Australian Lease in respect
of the maintenance, repair and make good obligations under the Australian Lease,
including without limitation, clauses 7.24, 8.1, 8.3, 8.5, 9.1, 9.2 and 9.3 of the
Australian Lease (notwithstanding any assignment of the Australian Lease as contemplated
in Section 6.2(h)hereof), except to the extent arising as a result of any act or
omission of the Ace Australian Subsidiary after the date on which the assignment of the
Australian Lease is effective.

(i)        Effective
as of the date hereof, Section 6.2(e) is hereby deleted in its entirety.

Section 2.        Agreement
Otherwise Unchanged.

Except
as otherwise specifically amended herein, the balance of the Agreement shall remain
unchanged and in full force and effect.

333

---

# [Signature Page
Follows]

334

---

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered as of the date first above written.

| | ACE*COMM CORPORATION
| | --------------------

| | By: s/s Steven R. Delmar
Name: Steven R. Delmar
Title: Sr. VP & CFO
| | -------------------------------------------------------------------

| | ACE*COMM SOLUTIONS AUSTRALIA PTY LTD.
| | -------------------------------------

| | By: s/s Steven R. Delmar
Name: Steven R. Delmar
Title: Sr. VP & CFO
| | -------------------------------------------------------------------

| | SOLUTIONS
ACE*COMM CORPORATION
| | ------------------------------

| | By: s/s George T. Jimenez
Name: George T. Jimenez
Title: Chairman and CEO
| | -------------------------------------------------------------------------

Signed on February 11, 2004    
         MAMMA.COM INC.

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

Signed on February 11, 2004    
         INTASYS BILLING TECHNOLOGIES LTD.

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

Signed on February 11, 2004    
         In the presence of the following witness:

| | Witness: s/s Maria Elena Di Fruscia
Name: Maria Elena Di Fruscia 
Address: 388 St. Jacques Street West, 8th Floor, Montreal, Quebec, 
H2Y 1S1, Canada
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

335

---

Signed on February 11, 2004    
         INTASYS BILLING TECHNOLOGIES (CANADA) INC.

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

Signed on February 11, 2004    
         INTASYS BILLING TECHNOLOGIES (ASIA- PACIFIC) PTY LTD.

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

336

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Exhibit 4.7

# ESCROW AGREEMENT

THIS AGREEMENTmade as of the 12th
day of February, 2004 (Effective Date)

B E T W E E N:

| | MAMMA.COM
INC., a corporation incorporated under the laws of the Province of Ontario and
formerly known as Intasys Corporation
| | ------------------------------------------------------------------------------------------------------------------------------

| | (hereinafter
called the Vendor)
| | ---------------------------------

| | -
and -
| | -------

| | ACE*COMM
CORPORATION, a corporation organized under the laws of State of Maryland
| | ---------------------------------------------------------------------------------

| | (hereinafter
called the Purchaser)
| | ------------------------------------

| | -
and -
| | -------

| | FRASER
MILNER CASGRAIN LLP, a law firm carrying on business in the Provinces of Ontario
and Quebec
| | --------------------------------------------------------------------------------------------------

| | (hereinafter
called the Escrow Agent)
| | ---------------------------------------

WHEREASpursuant to an asset purchase
agreement dated January 27, 2004 between the Vendor and the Purchaser, as amended by an
amendment agreement thereto dated as of February 12, 2004 (the Purchase
Agreement), the Purchaser agreed to purchase from the Vendor and the Vendors
subsidiaries certain property and assets;

AND WHEREASpursuant to the Purchase
Agreement, the Purchaser is required to pay to the Escrow Agent the sum of $148,000.00 on
the execution and delivery of the Purchase Agreement as a partial payment of the Purchase
Price (as defined in the Purchase Agreement), such moneys to be held by the Escrow Agent
on the terms and conditions hereinafter provided;

IN CONSIDERATIONof the entering into
of the Purchase Agreement and of the respective covenants and agreements of the parties
hereinafter contained, it is agreed by and between the parties hereto as follows:

337

---

1.      Defined
Terms. Capitalized terms used in this Agreement shall have the meanings set forth in
the Purchase Agreement unless the context otherwise requires.

2.     Payment
of Escrow Amount. The Purchaser hereby delivers to, and the Escrow Agent hereby
acknowledges receipt of payment from the Purchaser, the amount of $148,000.00
payable to the Escrow Agent. The Escrow Agent shall forthwith invest the said
sum of $148,000.00 in an interest bearing U.S. dollar account with the Bank of
Montreal. Such sum of $148,000.00, together with interest accrued thereon
during the term of this Agreement, less any payments made as contemplated by
this Agreement, is hereinafter referred to as the Escrow Amount.

3.     Treatment
of Escrow Amount. Until the Expiry Date (as defined in Section 4) or as the
term may be extended in accordance with Section 4 hereof, the Escrow Amount
shall be held by the Escrow Agent for the benefit of the Vendor and the
Purchaser jointly and, unless otherwise provided by joint direction in writing
of the Vendor and the Purchaser, shall be dealt with by the Escrow Agent
subject to the terms and conditions hereinafter provided.

4.     Payment.
At the fourteenth-month anniversary of the Effective Date (Expiry Date):

| | (a) |  | if
no claims have been made by the Purchaser under the Purchase Agreement in
          accordance with Section 5 hereof or Article VII thereof (each, a
          Claim), a cheque of the Escrow Agent in an amount equal to the
          Escrow Amount shall be delivered by the Escrow Agent to the Vendor;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | if
one or more Claims have been made by the Purchaser and are pending, a cheque           of
the Escrow Agent in an amount equal to the Escrow Amount remaining after
          deducting the amount of all such Claims shall be delivered by the Escrow Agent
          to the Vendor (Claims), if any; or
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | if
one or more Claims have been made by the Purchaser and the amount of all           such
Claims is equal to or exceeds the Escrow Amount, then none of the Escrow           Amount
shall be released to the Vendor.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the Escrow Amount is not released
in its entirety by the Escrow Agent pursuant to this Section 4, the term of this Agreement
shall be automatically extended until the Escrow Amount has been disposed of in its
entirety in accordance with the provisions of this Agreement, following which this
Agreement shall terminate and cease to be of any further force and effect.

338

---

5.     Claims.
If at or prior to the Expiry Date, the Purchaser delivers to the Escrow Agent a
written notice to the effect that the Purchaser has a Claim against the Vendor
in respect of the Purchase Agreement, the Escrow Agent shall forthwith by
notice in writing to the Vendor advise the Vendor of the receipt of such notice
and send a copy thereof to the Vendor and, unless the Vendor shall within
fifteen (15) days after receipt of such notice advise the Escrow Agent by
notice in writing that the Vendor disputes such Claim(s), the Escrow Agent
shall forthwith thereafter pay the Purchaser the full amount of such Claim(s).

6.     Disputes.
If the Escrow Agent has received a notice in writing from the Purchaser
pursuant to Section 5 hereof and the Vendor has notified the Escrow Agent in
writing that the Vendor disputes the Claim, then the Escrow Agent shall, in
such event, continue to hold the Escrow Amount related to the Claim, and shall
only deal with that portion of the Escrow Amount related to the Claim in
accordance with:

| | (a) |  | the
joint direction in writing of the Vendor and the Purchaser;
| | --- |  | ---------------------------------------------------------------

| | (b) |  | the order
or award of an arbitrator issued pursuant to the arbitration process           set out in
the Purchase Agreement; or
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | the
order of a court of competent jurisdiction in respect of which no right of
          appeal lies and/or in respect of which the time for appeal therefrom has
          expired.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.     Fees.
The Vendor and the Purchaser each independently agree to pay or cause to be
paid its one-half share of all reasonable fees and expenses charged and
incurred by the Escrow Agent in carrying out its duties and obligations
hereunder (Escrow Agent Fees). The Escrow Agent shall not have any
recourse against a party to this Agreement should the other party fail to pay
its one-half share of the Escrow Agent Fees. Except for the legal fees and
disbursements required to be paid to the Escrow Agent in connection with the
preparation and execution of this Agreement, the Escrow Agent agrees that no
set-up fee will be charged in connection with the deposit of the Escrow Amount
with the Escrow Agent.

8.     Responsibilities
of Vendor to Continue. The Vendor hereby agrees that the release of any funds
from the Escrow Amount shall not, in itself, release the Vendor from any
responsibility that the Vendor would otherwise continue to have under the
provisions of this Agreement or the Purchase Agreement.

9.     Escrow
Agent Conditions. The acceptance by the Escrow Agent of its duties and
obligations under this Agreement is subject to the following terms and
conditions:

| | (a) |  | the
Escrow Agent shall be protected in acting upon any written notice, request,
          waiver, consent, receipt, certificate or other paper or document furnished to
it           which it in good faith believes to be genuine;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | except
for its acts of negligence or misconduct, the Escrow Agent shall not be           liable
for any act done or step taken or omitted by it in good faith;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

339

---

| | (c) |  | the
Escrow Agent may reasonably consult with and obtain advice from legal           counsel
in the event of any question as to any of the provisions hereof or its           duties
hereunder, and it shall incur no liability and shall be fully protected           in
acting in good faith in accordance with the opinion and instructions of such
          counsel, and the reasonable cost of such services shall be added to and be part
          of the Escrow Agent Fees hereunder; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | the
Escrow Agent shall have no duties except those which are expressly set           forth
herein, and it shall not be bound by any notice of a claim or demand with
          respect thereto, or any waiver, modification, amendment, termination or
          rescission of this Agreement, unless received by it in writing, and signed by
          the Vendor and the Purchaser and, if the duties of the Escrow Agent herein are
          affected, unless it shall have given its prior written consent thereto.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.     Termination
of Escrow Agents Duties. The duties of the Escrow Agent hereunder shall
be terminated upon the occurrence of the earlier of:

| | (a) |  | the
termination of this Agreement;
| | --- |  | ----------------------------------

| | (b) |  | the
disbursement of the entire Escrow Amount pursuant to this Agreement;
| | --- |  | ------------------------------------------------------------------------

| | (c) |  | the
resignation of the Escrow Agent at any time upon fourteen (14) days prior
          written notice to the Purchaser and the Vendor; or
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | if
there is a legal proceeding in respect of this Agreement, the Purchase
          Agreement or any matter related to any of such agreements and the Escrow Agent
          is asked by the Purchaser to act on behalf of the Purchaser against the Vendor
          in respect of such legal proceeding.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.     Resignation.
Upon resignation or termination as contemplated by Section 10(d) hereof, the
Escrow Agent shall transfer the Escrow Amount upon the joint written and signed
instructions of the parties to such escrow agent as may be agreed upon by the
parties. The parties agree that, after the resignation of the Escrow Agent, the
Escrow Agent shall be free to represent the Purchaser in any capacity,
including representation adverse to the Vendor.

12.     Indemnity.
The Vendor and the Purchaser hereby jointly and severally agree to indemnify
and save harmless the Escrow Agent from and against any and all liabilities and
claims (including reasonable legal fees) incurred by or made against the Escrow
Agent in respect of any action or thing it may take or do or omit to take or do
in connection with this Agreement, except pursuant to its own negligence or
misconduct. This indemnity shall survive the resignation or removal of the
Escrow Agent and/or the termination of this Agreement.

340

---

13.     Court
Direction. In the event that the Escrow Agent shall be uncertain as to its
duties or rights hereunder or shall receive instructions, claims or demands
from any parties hereto or from a third person with respect to any matter
arising pursuant to this Agreement which, in its opinion, are in conflict with
any provision of this Agreement, it shall be entitled to refrain from taking
any action (other than to keep safely the Escrow Amount) until it shall be
directed otherwise in writing by both the Vendor and the Purchaser or by a
certified order or judgment of a court of competent jurisdiction from which no
further direct appeal may be taken.

14.     Acknowledgement.
The parties acknowledge that the Escrow Agent is acting as legal counsel to the
Purchaser in connection with this Agreement and the transactions contemplated
in the Purchase Agreement. The parties agree that the Escrow Agent has no
conflict of interest by virtue of the fact that it is acting both as Escrow
Agent and as counsel to the Purchaser as aforesaid. The parties further agree
that, except as set out in Section 10(d), the Escrow Agent may continue to act
as counsel to the Purchaser in respect of any matter relating to or arising out
of this Agreement, the Purchase Agreement, or any matter related to any of such
agreements, notwithstanding any dispute between any of the parties to any of
such agreements, provided that, in the event a dispute arises, the Escrow Agent
shall continue to carry out all its duties under this Agreement and those
persons administering the Agreement on behalf of the Escrow Agent shall be
separated by an ethical screen, as described by the professional conduct
guidelines of the Law Society of Upper Canada, from those persons who are
advising or have advised the Purchaser.

15.     Notice.
Any notice, direction or other communication (in this Section, a notice)
required or permitted to be given to a party shall be in writing and shall be
sufficiently given if delivered personally, couriered or transmitted by
facsimile as follows:

| | in
the case of the Vendor, at:
| | ------------------------------

| | c/o Mamma.com Inc.
                                     388 St. Jacques Street West
                                    8th Floor
                                    Montreal, Quebec
                                    Canada, H2Y 1S1
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Attention: David Goldman
Fax No.:  (514) 874-0886
| | -------------------------------------------------

| | with a copy (which shall not constitute notice) to:
| | ---------------------------------------------------

| | Spiegel Sohmer
                                     5 Place Ville-Marie
                                    Suite 1203
                                    Montreal, Quebec
                                    Canada, H3B 2G2
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Attention:  Alwynn Gillett
                                     Fax No.:  (514) 875-8237
| | ----------------------------------------------------------------------------------------

341

---

| | in
the case of the Purchaser, at:
| | ---------------------------------

| | ACE*COMM Corporation
                                     704 Quince Orchard Road
                                    Gaithersburg, MD 20878
                                    USA
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Attention:  Chief Executive Officer
                                     Fax No.:  (301) 208-3759
| | -------------------------------------------------------------------------------------------------

| | with
a copy (which shall not constitute notice) to:
| | ---------------------------------------------------

| | Hogan & Hartson L.L.P.
                                     Columbia Square
                                    555 Thirteenth Street, N.W.
                                    Washington, DC 20004
                                    USA
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Attention:  Steven M. Kaufman, Esq.
                                     Fax No.:  (202) 637-5910
| | -------------------------------------------------------------------------------------------------

| | in
the case of the Escrow Agent, at:
| | ------------------------------------

| | Fraser Milner Casgrain LLP
                                     P.O. Box 100
                                    1 First Canadian Place
                                    Toronto, Ontario
                                    M5X 1B2
                                     CANADA
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Attention: Michael G. Beairsto
                                     Fax No.:  (416) 863-4592
| | --------------------------------------------------------------------------------------------

Any notice delivered personally,
shall be deemed to have been given and received on the day on which it was delivered, if
delivered prior to 5:00 p.m. (recipients time) on a business day; otherwise on the
first business day thereafter. Any notice transmitted by facsimile shall be deemed to have
been given and received on the day of its transmission if the machine from which it was
sent receives the answerback code of the party to whom it was sent prior to 5:00 p.m.
(recipients time) on such day; otherwise on the first business day thereafter.

342

---

16.     Time
of the Essence. Time shall be of the essence of this Agreement.

17.     Governing
Law. This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the laws of the Province of Quebec (excluding any
conflict of law rule or principle of such laws that might refer such
interpretation or enforcement to the laws of another jurisdiction). Each party
irrevocably submits to the non-exclusive jurisdiction of the courts of the
Province of Quebec with respect to any matter arising hereunder or relating
hereto, which matter shall be conducted in the English language.

18.     Enurement.
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.

19.     Currency.
Unless otherwise indicated, all dollar amounts referred to in this Agreement,
including the symbol $, refer to lawful money of the United States
of America.

20.    
English Language. It is the express wish of the parties that this Agreement and
any related documents be drawn up in the English language. Les parties
confirment quil est leur volonté expresse et réciproque que
ce contrat et tout document qui sy rattache soient rédigés
en anglais.

21.    
Headings. The inclusion of headings is for convenience of reference only and
shall not affect the construction or interpretation of this Agreement.

22.    
Counterparts and Facsimile Execution. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
counterparts collectively shall constitute one instrument. Signatures of a party
to this Agreement or other documents executed in connection herewith which are
sent to the other parties by facsimile transmission shall be binding as evidence
of acceptance of the terms hereof or thereof by such signatory party.

[Signatures appear on
the following page]

343

---

IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above written.

| | MAMMA.COM
INC. (formerly known as Intasys Corporation)
| | ------------------------------------------------------

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

| | ACE*COMM
CORPORATION
| | --------------------

| | By: s/s Steven R. Delmar
Name: Steven R. DelmarTitle: Sr. VP & CFO
| | ------------------------------------------------------------------

| | FRASER MILNER CASGRAIN LLP
| | --------------------------

| | Per: s/s Michael Beairsto
Michael G. BeairstoPartner
| | ----------------------------------------------------

| | I
have the authority to bind the limited liability partnership.
| | ---------------------------------------------------------------

344

---

# Indemnity Agreement

ACE*COMM Corporation

and

Mamma.com Inc.

Freehills

MLC Centre Martin Place Sydney New South Wales 2000 Australia
Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000www.freehills.com DX 361 Sydney

SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR

Liability limited by the
Solicitors Limitation of Liability Scheme, approved under the Professional Standards
Act 1994 (NSW)

345

---

This Indemnity Agreement

| | is
made on the 12th February 2004 between the following parties:
| | ----------------------------------------------------------------

| | 1. |  | ACE*COMM Corporation
a company incorporated under the laws of Maryland, United States of America (ACE)
| | -- |  | ------------------------------------------------------------------------------------------------------

| | 2. |  | Mamma.com Inc.
(formerly known as Intasys Corporation) a company incorporated under the laws of the Province of
Ontario, Canada (Indemnifier)
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

Recitals

| | A. |  | The
parties to this agreement entered into the Asset Purchase Agreement on or about 27
January 2004.
| | -- |  | ----------------------------------------------------------------------------------------------------

| | B. |  | Section
6.2 to that agreement specified a number of conditions precedent that           were
required to be fulfilled before Closing.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------

| | C. |  | ACE
has agreed to waive the condition precedent in Section 6.2(h) of the Asset
          Purchase Agreement on condition that the Indemnifier indemnify ACE on the terms
          of this agreement.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This agreement witnesses

| | that
in consideration of, among other things, the mutual promises contained in this agreement:
| | ----------------------------------------------------------------------------------------------

1              Definitions and
interpretation

| | 1.1 |  | Definitions
same as in Asset Purchase Agreement
| | --- |  | -----------------------------------------------

| | In
this agreement, expressions defined in the Asset Purchase Agreement have the same meaning
in this agreement.
| | ---------------------------------------------------------------------------------------------------------------

346

---

|1.2 |  | Definitions
|--- |  | -----------

| | In
this agreement:
| | ------------------

| | Asset
Purchase Agreementmeans the agreement of that name between ACE, ACE*COMM Solutions
Australia Pty Limited ABN 95 107 588 938, Solutions ACE*COMM Corporation, the Indemnifier
and the wholly owned subsidiaries of the Indemnifier that are signatories to the
agreement dated 27 January 2004; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Business
Daymeans a day, other than a Saturday, Sunday or public holiday, on which banks are open
for business in Montreal, Quebec.
| | -----------------------------------------------------------------------------------------------------------------------------------

|1.3 |  | Interpretation
|--- |  | --------------

| | In
this agreement, headings and boldings are for convenience only and do not affect the
interpretation of this agreement and, unless the context requires otherwise:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) |  | words importing the singular include the plural and vice versa;
| | --- |  | ---------------------------------------------------------------

| | (b) |  | words
importing a gender include any gender;
| | --- |  | --------------------------------------------

| | (c) |  | other
parts of speech and grammatical forms of a word or phrase defined in this
          agreement have a corresponding meaning;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | an
expression importing a natural person includes any company, partnership,           joint
venture, association, corporation or other body corporate and any           Government
Agency;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) |  | a
reference to any thing (including any right) includes a part of that thing,           but
nothing in this paragraph implies that performance of part of an obligation
          constitutes performance of the obligation;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) |  | a
reference to a clause, party, annexure, exhibit or schedule is a reference to           a
clause of, and a party, annexure, exhibit and schedule to, this agreement and           a
reference to this agreement includes any annexure, exhibit and schedule;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) |  | a
reference to a statute, regulation, proclamation, ordinance or by-law           includes
all statutes, regulations, proclamations, ordinances or by-laws           amending,
consolidating or replacing it, and a reference to a statute includes           all
regulations, proclamations, ordinances and by-laws issued under that           statute;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) |  | a
reference to an agreement other than this agreement includes an undertaking,
          deed, agreement or legally enforceable arrangement or understanding whether or
          not in writing;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

347

---

| | (i) |  | a
reference to a document includes all amendments or supplements to, or
          replacements or novations of, that document;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------

| | (j) |  | a
reference to a document includes any agreement in writing, or any           certificate,
notice, instrument or other document of any kind;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------

| | (k) |  | a
reference to a party to a document includes that partys successors and
          permitted assigns;
| | --- |  | ------------------------------------------------------------------------------------------------------

| | (l) |  | a
reference to an asset includes all property of any nature, including a
          business, and all rights, revenues and benefits;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------

| | (m) |  | a
reference to anything that any party must do, or not do, includes:
| | --- |  | --------------------------------------------------------------------

| |  | (1) |  | its
acts, defaults and omissions, whether direct or indirect, and whether on           its
own account, or for or through any other person; and
| |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

| |  | (2) |  | acts,
defaults and omissions that it permits or suffers to be done, or not           done, by
any other person; and
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------

| | (n) |  | no
provision of this agreement will be construed adversely to a party solely on
          the ground that the party was responsible for the preparation of this agreement
          or that provision.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.4 |  | Use
of include and in particular
|--- |  | ------------------------------------

| | Use
of the expressions include and in particular does not limit the
generality of the preceding words, or exclude anything not expressly included or
particularised, unless this agreement expressly provides otherwise.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 |  | Waiver
and confirmation
|- |  | -----------------------

| | ACE
waives the condition for Closing in Section 6.2(h) of the Asset Purchase Agreement to the
extent that it is not satisfied on the terms set out in this agreement.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

348

---

| | 3 |  | Payment
and Indemnity
| | - |  | ---------------------

| |  | 3.1 |  | Indemnity
by Indemnifier
| |  | --- |  | ------------------------

| |  |  | (a) |  | In
consideration of, among other things, ACE agreeing to waive the condition           for
Closing in clause 2, the Indemnifier indemnifies ACE against any claim,           action,
damage, loss, liability, cost, charge, expense or outgoing (including
          reasonable legal costs on a full indemnity basis) that ACE pays, suffers,
incurs           or is liable for directly or indirectly in connection with the
non-satisfaction           of the condition precedent set out in Section 6.2(h) of the
Asset Purchase           Agreement by Closing under the Asset Purchase Agreement
(including in connection           with any refusal by any person to sign or enter into
the Deed of Consent and           Assignment of Lease, Form 13 Amendment to Lease and
transfer of Lease, or for           failure to obtain any required consent).
| |  |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (b) |  | Any
payment of an indemnity under this clause 3.1 is a rebate of the Purchase
          Price.
| |  |  | --- |  | ----------------------------------------------------------------------------------------------

| |  |  | (c) |  | The
Indemnifier must pay the indemnity under this clause 3.1 on receipt of a
          written notice of demand setting forth evidence of loss, from ACE given in
          accordance with clause 3.1(d).
| |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (d) |  | A
notice executed by an officer of ACE detailing the amount of any damage,           loss,
liability, cost, charge, expense, outgoing or payment covered by any           indemnity
in clause 3.1(a) is sufficient evidence unless the contrary is proved.
| |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (e) |  | If
the ACE Australian Subsidiary pays, suffers or incurs any damage, loss,
          liability, cost, charge, expense, outgoing or payment covered by any indemnity
          in this agreement, the amount of that damage, loss, liability, cost, charge,
          expense, outgoing or payment is taken, for the purposes of calculating the
          amount payable under the indemnity in clause 3.1(a), to have been paid,
suffered           or incurred by ACE.
| |  |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

349

---

| | 3.2 |  | Indemnity
by ACE
| | --- |  | ----------------

| |  | (a) |  | Subject
to clause 3.2(b), in consideration of, among other things, the Australian
Subsidiary agreeing to allow the ACE Australian Subsidiary to use the premises
situated at Level 8, Zurich House, 8 Karp Court, Bundall, Gold Coast,
Queensland, Australia (Premises), ACE indemnifies the Indemnifier against any
claim, action, damage, loss, liability, cost, charge, expense or outgoing
(including reasonable legal costs on a full indemnity basis) that the
Indemnifier pays, suffers, incurs or is liable for directly or indirectly as a
result of any act or omission of the ACE Australian Subsidiary after Closing
but before the execution of the Deed of Consent and Assignment of Lease, that
would have constituted a breach of the Australian Lease, had the Australian
Lease been transferred to the ACE Australian Subsidiary (including for
non-payment of rent) at the time the act or omission occurs.
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (b) |  | The
indemnity provided in clause 3.2(a) does not extend to any claim, action,
          damage, loss, liability, cost, charge, expense or outgoing that the Indemnifier
          pays, suffers, incurs or is liable for directly or indirectly as a result of:
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (1) |  | any
breach of the Australian Lease or failure by the Australian Subsidiary to
          comply with the obligations under the Australian Lease with respect to the
          maintenance, repair and make good obligations under the Australian Lease,
          including without limitation clauses 7.24, 8.1, 8.3, 8.5, 9.1, 9.2 and 9.3,
          except to the extent such obligations arise as a result of any act or omission
          of the ACE Australian Subsidiary after Closing; or
| |  |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (2) |  | any
breach by the Australian Subsidiary of, or default by the Australian           Subsidiary
under, the Australian Lease arising because the Australian Subsidiary           allows
the ACE Australian Subsidiary to be in possession of the Premises;
| |  |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (3) |  | any
breach by the Australian Subsidiary of, or default by the Australian           Subsidiary
under, the Australian Lease arising as a result of any failure to           provide a
guarantee, replacement guarantee or other security to the lessor under           the
Australian Lease; or
| |  |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (4) |  | any
breach by the Australian Subsidiary of, or default by the Australian           Subsidiary
under, the Australian Lease arising as a result of any failure to           effect and/or
maintain any public risk insurance policy, insurance policy for           plate glass
windows and doors or any other insurance policy required under the           Australian
Lease.
| |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

350

---

| |  | (c) |  | ACE
must pay the indemnity under this clause 3.2 on receipt of a written notice           of
demand setting forth evidence of loss, from the Indemnifier given in           accordance
with clause 3.2(d).
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (d) |  | A
notice executed by an officer of the Indemnifier detailing the amount of any
          damage, loss, liability, cost, charge, expense, outgoing or payment covered by
          any indemnity in clause 3.2(a) is sufficient evidence unless the contrary is
          proved.
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (e) |  | If
the Australian Subsidiary pays, suffers or incurs any damage, loss,           liability,
cost, charge, expense, outgoing or payment covered by any indemnity           in this
agreement, the amount of that damage, loss, liability, cost, charge,           expense,
outgoing or payment is taken, for the purposes of calculating the           amount
payable under the indemnity in clause 3.2(a), to have been paid, suffered           or
incurred by the Indemnifier.
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.3 |  | Survival
of indemnities
| | --- |  | -----------------------

| | Each
indemnity in this agreement:
| | ---------------------------------

| |  | (a) |  | is
a principal obligation and not ancillary to any security or other           obligation;
| |  | --- |  | ------------------------------------------------------------------------------------------

| |  | (b) |  | is
an additional, separate and independent obligation and does not limit the
          general nature of any other indemnity or obligation;
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------

| |  | (c) |  | is
unconditional and is not released, discharged or otherwise affected by           anything
which but for this provision might have that effect;
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (d) |  | continues
despite any settlement of account, termination of this or any other           agreement
or any other thing occurring, remaining in full force until:
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (1) |  | all
monetary and other obligations under this agreement, contingent (including
          where the obligation arising on a contingent event occurring is also
contingent)           or otherwise, have been performed in full; and
| |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (2) |  | the
indemnified party finally discharges the indemnity.
| |  |  | --- |  | -------------------------------------------------------

| | The
indemnified party may make a demand under any indemnity even if an event occurs that
releases, discharges or otherwise affects the indemnifying partys obligations. The
indemnified party does not have to enforce any other security or obligation, give any
notice or take any steps against any other person before making a demand.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

351

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|4 |  | General
|- |  | -------

| | 4.1 |  | Costs
and expenses
| | --- |  | ------------------

| | Each
party must pay its own legal costs and expenses in respect of the negotiation,
preparation, completion and stamping of this agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | 4.2 |  | Notices
| | --- |  | -------

| |  | (a) |  | Any
notice or other communication including, but not limited to, any request,
          demand, consent or approval, to or by a party to this agreement:
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (1) |  | must
be in legible writing and in English addressed as shown below:
| |  |  | --- |  | -------------------------------------------------------------------

| |  |  |  | (A) | if to ACE: | 
| |  |  |  | --- | ---------- | 

| |  |  |  |  | Address: |  | ACE*COMM
Corporation704 Quince Orchard RoadGaithersburg, MD 20878USA
| |  |  |  |  | -------- |  | --------------------------------------------------------------------

| |  |  |  |  | Attention: |  | Steven
R. Delmar
| |  |  |  |  | ---------- |  | ----------------

| |  |  |  |  | Facsimile: |  | (301) 208-3759
| |  |  |  |  | ---------- |  | --------------

| | with a copy (which will not constitute notice to:
| | -------------------------------------------------

| |  |  |  |  | Address: |  | Hogan
& Hartson555 13th Street, NWWashington, DC 20004
| |  |  |  |  | -------- |  | ------------------------------------------------------

| |  |  |  |  | Attention: |  | Steven
M. Kaufman
| |  |  |  |  | ---------- |  | -----------------

| |  |  |  |  | Facsimile: |  | (202)
637-5910
| |  |  |  |  | ---------- |  | --------------

| |  |  |  | (B) | if to the Indemnifier: | 
| |  |  |  | --- | ---------------------- | 

| |  |  |  |  | Address: |  | 388
St. Jacques Street West8th FloorMontreal, QuebecCanada, H2Y 1S1
| |  |  |  |  | -------- |  | -------------------------------------------------------------------

| |  |  |  |  | Attention: |  | David
Goldman
| |  |  |  |  | ---------- |  | -------------

| |  |  |  |  | Facsimile: |  | (514)
874-0866
| |  |  |  |  | ---------- |  | --------------

352

---

| | with
a copy (which shall not constitute notice) to Spiegel Sohmer:
| | ------------------------------------------------------------------

| |  |  |  |  | Address: |  | 5
Place Ville-MarieSuite 1203Montreal, QuebecCanada, H3B 2G2
| |  |  |  |  | -------- |  | ------------------------------------------------------------

| |  |  |  |  | Attention: |  | Alwynn
Gillett
| |  |  |  |  | ---------- |  | --------------

| |  |  |  |  | Facsimile: |  | (514)
875-8237
| |  |  |  |  | ---------- |  | --------------

| | or as specified to the sender by the recipient by notice;
| | ---------------------------------------------------------

| |  |  | (2) |  | where
the sender is a company, must be signed by an officer or under the common           seal
of the sender;
| |  |  | --- |  | -------------------------------------------------------------------------------------------------------------

| |  |  | (3) |  | is
regarded as being given by the sender and received by the addressee:
| |  |  | --- |  | -----------------------------------------------------------------------

| |  |  |  | (A) | if
by delivery in person, when delivered to the addressee; | 
| |  |  |  | --- | ---------------------------------------------------------- | 

| |  |  |  | (B) | if by post, 5 Business Days from and including the date of postage; or | 
| |  |  |  | --- | ---------------------------------------------------------------------- | 

| |  |  |  | (C) | if by facsimile transmission, whether or not legibly
received, when received by the addressee, | 
| |  |  |  | --- | ---------------------------------------------------------------------------------------------- | 

| | but
if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm
(addressees time) it is regarded as received at 9.00 am on the following Business
Day; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

353

---

| |  |  | (4) |  | can
be relied upon by the addressee and the addressee is not liable to any           other
person for any consequences of that reliance if the addressee believes it           to be
genuine, correct and authorised by the sender.
| |  |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (b) |  | A
facsimile transmission is regarded as legible unless the addressee telephones
          the sender within 2 hours after transmission is received or regarded as
received           under clause 4.2(a)(3) and informs the sender that it is not legible.
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (c) |  | In
this clause 4.2, a reference to an addressee includes a reference to an
          addressees officers, agents or employees.
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------

| | 4.3 |  | Governing
law and jurisdiction
| | --- |  | ------------------------------

| |  | (a) |  | This agreement is governed by the law of Province of Quebec, Canada. Each party
          irrevocably submits to the non-exclusive jurisdiction of the courts of Province
          of Quebec, Canada.
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.4 |  | Prohibition
and enforceability
| | --- |  | ------------------------------

| |  | (a) |  | Any
provision of, or the application of any provision of, this agreement or any
          right, power, authority, discretion or remedy which is prohibited in any
          jurisdiction is, in that jurisdiction, ineffective only to the extent of that
          prohibition.
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (b) |  | Any
provision of, or the application of any provision of, this agreement which           is
void, illegal or unenforceable in any jurisdiction does not affect the
          validity, legality or enforceability of that provision in any other
jurisdiction           or of the remaining provisions in that or any other jurisdiction.
| |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.5 |  | Waivers
| | --- |  | -------

| |  | (a) |  | Waiver
of any right arising from a breach of this agreement or of any right,           power,
authority, discretion or remedy arising upon default under this agreement           must
be in writing and signed by the party granting the waiver.
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (b) |  | A
failure or delay in exercise, or partial exercise, of:
| |  | --- |  | --------------------------------------------------------

| |  |  | (1) |  | a
right arising from a breach of this agreement; or
| |  |  | --- |  | ---------------------------------------------------

| |  |  | (2) |  | a
right, power, authority, discretion or remedy created or arising upon default
          under this agreement,
| |  |  | --- |  | ---------------------------------------------------------------------------------------------------------------

| | does
not result in a waiver of that right, power, authority, discretion or remedy.
| | ----------------------------------------------------------------------------------

354

---

| |  | (c) |  | A
party is not entitled to rely on a delay in the exercise or non-exercise of a
          right, power, authority, discretion or remedy arising from a breach of this
          agreement or on a default under this agreement as constituting a waiver of that
          right, power, authority, discretion or remedy.
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (d) |  | A
party may not rely on any conduct of another party as a defence to exercise           of
a right, power, authority, discretion or remedy by that other party.
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (e) |  | This
clause may not itself be waived except by writing.
| |  | --- |  | -------------------------------------------------------

| | 4.6 |  | Variation
| | --- |  | ---------

| | A
variation of any term of this agreement must be in writing and signed by the parties.
| | ---------------------------------------------------------------------------------------

| | 4.7 |  | Assignment
| | --- |  | ----------

| | Rights
arising out of or under this agreement are not assignable by one party without the prior
written consent of the other party.
| | -----------------------------------------------------------------------------------------------------------------------------------

| | 4.8 |  | Further
assurances
| | --- |  | ------------------

| | Each
party must do all things and execute all further documents necessary to give full effect
to this agreement.
| | ----------------------------------------------------------------------------------------------------------------

| | 4.9 |  | Counterparts
| | --- |  | ------------

| | This
agreement may be executed in any number of counterparts. All counterparts, taken
together, constitute one instrument. A party may execute this agreement by signing any
counterpart.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.10 |  | To
the extent not excluded by law
| | ---- |  | ---------------------------------

| | The
rights, duties and remedies granted or imposed under the provisions of this agreement
operate to the extent not excluded by law.
| | ------------------------------------------------------------------------------------------------------------------------------------

355

---

Executed as an agreement:

Signedfor

Mamma.com Inc

by its representative

in the presence of:

|s/s Guillaume Poulin |  | s/s David Goldman   | 
|-------------------- |  | ------------------- | 
|Witness              |  | Representative      | 
|                     | 
|Guillaume Poulin     |  | David Goldman       | 
|Name (please print)  |  | Name (please print) | 

Signedfor

ACE*COMM Corporation

by its representative

in the presence of:

|s/s Loretta L. Rivers |  | s/s George T. Jimenez | 
|--------------------- |  | --------------------- | 
|Witness               |  | Representative        | 
|                      | 
|Loretta L. Rivers     |  | George T. Jimenez     | 
|Name (please print)   |  | Name (please print)   | 

356