ex10-31.htm


     

    
 

    Exhibit 10.31

    


    Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as *. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.

    


    NETWORK
ACCESS AND DATA CENTER SERVICES AGREEMENT

    


    THIS NETWORK ACCESS AND DATA CENTER
SERVICES AGREEMENT (“Agreement” or
“MSA”) made and entered into this 19th day of April 2008, by and
between NET ACCESS CORPORATION (NAC), a corporation formed under the laws of
the State of New Jersey, located at 9 Wing Drive, Cedar Knolls, NJ 07927 and
Answers Corporation, a
corporation formed under the laws of the State of Delaware, located at
237 West 35th Street,
Suite 1101, New York
NY 10001-1905 (CUSTOMER).

    


    NAC has
certain networks and services available for access by CUSTOMER pursuant to the
terms and conditions of this Agreement. CUSTOMER desires to obtain access to
said networks and services. NAC is willing to grant CUSTOMER access to various
networks and services pursuant to the terms and conditions of this
Agreement.

    


    NOW,
THEREFORE, the parties agree as follows:

    


    1.           NAC'S DUTIES AND
OBLIGATIONS: During the Term hereof, NAC shall, subject to the terms and
conditions hereof, provide CUSTOMER with access to the INTERNET and other listed
services as set in the service orders attached hereto, through NAC. Any and all
access to other networks via NAC must be in compliance with all policies and
rules of those networks. NAC exercises no control whatsoever over the content of
any information passing through it. Stated bandwidths apply only to CUSTOMER to
NAC router port attachment. No guarantee of end-to-end bandwidth on the INTERNET
is made. NAC cannot guarantee the peering sessions between our customers,
vendors, and other non-NAC companies and/or networks.

    


    2.   CUSTOMER'S DUTIES AND
RESTRICTIONS: CUSTOMER shall provide all necessary preparations required
to comply with NAC's installation, maintenance and operational specifications;
and, will be responsible for all the costs of relocation of services once
installed by NAC, and/or its vendors; and will provide NAC and its suppliers of
communication services and equipment, reasonable access to the customers'
premises to perform any acts required by this Agreement.

    


    NAC's
services are only to be used for lawful purposes. Any transmission or
re-transmission of material in violation of any Federal or State laws and/or
regulations is expressly prohibited. This transmission or re-transmission of
material extends to and includes, but is not limited to: any copyrighted
materials, materials or communications judged to be threatening or obscene, and
any material or communications prohibited by trade secret. NAC does not censor
or monitor use of its network(s) and represents that is has no liability to
censor and/or monitor the data transmitted on its network(s). NAC exercises no
control whatsoever over the content of the information passing through NAC.
CUSTOMER agrees to indemnify NAC from any claims arising out of
CUSTOMERS  transmission or re-transmission of such
material.


    
      
         


      

      
         
1

        
          

        

      

      
         


      

    


    As a NAC
customer, you may not sell, assign or transfer your service order without prior
written consent of NAC. NAC may at any time sell, assign or transfer this
agreement, including in the
event of a merger of NAC or the sale of all or substantially all of the assets
or shares of NAC, with 30 days written notice to CUSTOMER. In such a case,
CUSTOMER has the right to terminate the Agreement upon six (6) months written
notice to the assignee without any penalties whatsoever.

    


    The
provision of NAC's services pursuant to this Agreement is subject to NAC's
continuing approval of credit-worthiness. Customer shall furnish financial
information, as NAC may, from time-to-time, request such information for a
re­evaluation of credit-worthiness, but no more that once a year.
Notwithstanding the foregoing, NAC may request such information more than once a
year in the event of delinquent payments by Customer.

    


    3.           NAC SUPPLIED
HARDWARE/SOFTWARE: All hardware and software supplied by NAC, if any, is
covered by manufacturer's warranty only. Any hardware and software being
provided by NAC, if any, is attached to this contract in the NAC Supplied
Equipment Section. Support for hardware and software is covered in Managed
Services - Work Letter Addendum (if CUSTOMER is contracting for managed
services). In the absence of a specific hardware service contract and/or Managed
Services agreement all work performed by NAC will be on a time and materials
basis. Any items not specifically listed will be on a time and materials basis.
NAC strongly recommends that CUSTOMER purchase a service contract to cover
hardware & software repair or replacement.

    


    4.           NON-NAC SUPPLIED
HARDWARE/SOFTWARE: Physical Equipment and/or software products that are
NOT provided by NAC are the responsibility of CUTOMER. NAC will not be
responsible for the installation and/or service of equipment and/or software
that was not provided by NAC, unless otherwise agreed between NAC and CUSTOMER.
CUSTOMER is responsible for the use and compatibility of hardware and software
not provided by NAC. In the event that CUSTOMER uses hardware and software not
provided by NAC that impairs CUSTOMER'S use of NAC's services, CUSTOMER shall
nonetheless be liable for regular payments to NAC. Upon notice from NAC that the
hardware and/or software not provided by NAC is causing or, in the sole opinion
of NAC, likely to cause, hazard, interference, or service obstruction, CUSTOMER
shall eliminate the hazard, interference, or service obstruction at once.
CUSTOMER may, if necessary, pay NAC to troubleshoot problems caused by such
equipment and/or software not provided by NAC. NAC will not be responsible if
any changes in hardware, software or services, cause equipment not provided by
NAC to become obsolete, require modification or alteration, or in any other way
affect the total performance of NAC on an end-to-end basis and protect the NAC
backbone network and those networks attached to the NAC network. In the case of
CUSTOMER owned hardware and/or software connected to the NAC network, CUSTOMER
is totally responsible for any and all service to that equipment. NAC, at its
option, can supply technical services in the form of consulting and/or service
to NAC customers at their request. Such services are billed at rate of */hour
(9a to 5p Mon-Fri), */hour (all other times), or */hour (national holidays). NAC
has the right to refuse any such technical services at its sole option. ON
LEASED TELEPHONE LINES, NO MATTER WHO THE LEASING PARTY IS, NAC MUST HAVE FREE
AND OPEN ACCESS TO SUCH LINES. This will allow NAC's operations people to test
and isolate any type of trouble that CUSTOMER and/or NAC might
experience.

    


    5.           TERM: The term of
this Agreement is 36
Months(s) (“Term”). This
Agreement automatically renews unless canceled by CUSTOMER sixty (60) days prior
to Agreement expiration/renewal. ACCEPTANCE (i.e. when such count of 36 months
begins) is defined as when IP packets can be passed as evidenced by CUSTOMER,
when equipment (owned or leased by CUSTOMER) is placed in the NAC data center,
or a specific date chosen by NAC and CUSTOMER (whichever event comes
first).

    


    6.           RATES: Rates are set
forth on the BANDWIDTH/COLLOCATION SERVICE ORDER FORM attached
hereto, with additional details in the Pricing Breakdown Worksheet (if Managed Services
are being purchased). Prices for delivery of service are FOB the service address
listed on the SERVICE ORDER FORM. Delivery will be made as specified on the
SERVICE ORDER FORM. NAC reserves the right to change its rates by notifying
CUSTOMER sixty (60) days in advance of the effective date of such changes. NAC
will provide sixty (60) days written notice of an increase in base prices.
Following a mailing of a notice of an increase in base prices, CUSTOMER shall have thirty (30) days
from the effective date of receipt of such notice to provide NAC with a written
request to terminate service. In such a case CUSTOMER shall incur no
termination fees. If CUSTOMER does not give notice of its intent to terminate,
CUSTOMER'S existing service will be billed at the new base prices. If CUSTOMER
elects to terminate, said termination will be effective thirty (30) days
following the receipt of CUSTOMER'S notice to terminate, and CUSTOMER will be
responsible for all charges during said thirty day period at the rate previously
charged to CUSTOMER.


    
      
         


      

      
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    7.           PAYMENT: Installation
charges and one month's total monthly charges are required to be paid upon the
ordering of NAC's service. Processing of your order begins when your deposit is
received. THESE CHARGES ARE NONREFUNDABLE. CUSTOMER will be invoiced on the
first day of the billing period on a Net 30 day basis. Customers are in default
if their account is more than fifteen (15) days past the due date. Service is
subject to suspension/interruption/termination if an account is in default. Such
interruption or termination does not relieve CUSTOMER from the obligation to pay
the monthly charge. If services are suspended or interrupted for non-payment,
there will be a restoration charge of * dollars and all overdue charges must be
paid prior to service reinstatement. No services will be restored until all
amounts are paid in full. NAC will reconnect CUSTOMER's service as soon as
practicable, but in no event longer than two business days after payment has
been received. CUSTOMER
will pay all duties or levies on products and services if applicable to CUSTOMER
by law. If a check payment is returned to NAC unpaid, the account is immediately
in default and CUSTOMER is liable for a returned check charge of * dollars.
Anytime an account is in default, NAC may place a lien on any CUSTOMER owned
equipment that is in NAC's location. CUSTOMER owned equipment will not be
released until CUSTOMER has satisfied the default and paid for all service in
full. If CUSTOMER's service is suspended for non-payment, a security deposit may
be required (solely at the discretion of NAC) to reactive service. There will be
no refund or credit by NAC to CUSTOMER for the time period for which service is
suspended. CUSTOMER will continue to be billed and is liable for all NAC and
telecommunication company charges until service is permanently disconnected
which will happen 30 days after suspension of service. When service is
permanently disconnected for non-payment, the full amount due under CUSTOMER's
contract will immediately be sent to collections and CUSTOMER will be liable for
all collections fees, in addition to all service fees, early disconnection fees,
and telecommunication company disconnection charges. In addition, interest of
1.5% per month will be charged on all past due amounts.  Customer's
obligations under this Agreement include payment for all services requested by
Customer and made available to Customer regardless of the use or non-use of said
services.

    


    8.           TERMINATION:

    


    
      	
              A.  

            	
              To
      terminate service, CUSTOMER must provide NAC with sixty (60) days written
      notice of termination unless otherwise specified in the Network Service
      Level Agreement (“Network
      SLA”) attached hereto as Exhibit A and/or in the Facility
      Availability Service Level Agreement (“Facility Availability SLA”)
      attached hereto as Exhibit B. Unless otherwise provided in this Agreement
      and/or in the Network SLA and/or the Facility Availability SLA, in case of
      early termination by CUSTOMER during the initial 24 month term of the
      Agreement, CUSTOMER shall pay *% of the monthly amount that would
      otherwise be due during each month of the remaining period of the initial
      24 month period from the date of termination, on a month-by-month
      basis  and *% of the monthly amount that would otherwise be due
      during each month of the final 12 months of the Agreement for Collocation
      and Power, and *% of the amount that would otherwise be due during each of
      such 12 months for Bandwidth, on a month-by-month basis. In the event that
      CUSTOMER terminates the Agreement after the initial 24 month period, the
      CUSTOMER shall pay *% of the monthly amount that would otherwise be due
      during each month of the remaining period of the final 12 months of the
      Agreement from the date of termination for Collocation and Power, and *%
      of the amount that would otherwise be due during each month of the
      remaining period of such 12 months for Bandwidth, on a month-by-month
      basis. In addition CUSTOMER is responsible for ALL early termination fees
      for any telecommunications circuits that are being used by CUSTOMER. There
      is NEVER a termination charge when CUSTOMER upgrades to a higher level of
      service.

            


    

    


    
      	
              B.  

            	
              Upon
      expiration or termination of this Agreement, for any reason, NAC shall
      provide CUSTOMER with free and clear access to its facilities in order for
      CUSTOMER to remove its owned equipment (COLLOCATION) placed at NAC’s
      facilities.

            


    

    


    
      	
              C.  

            	
              *

            


    

    


    
      	
              D.  

            	
              In
      the event of CUSTOMER termination of this Agreement. NAC
    may:

            


    

    


    a.
Declare all amounts owed to NAC hereunder to be immediately, due and
payable;

    


    b.
Request that CUSTOMER promptly return all hardware and/or software it
loaned/leased from NAC. CUSTOMER will provide NAC full and free access to the
hardware and/or software for this purpose, at a time agreed upon by both
parties; and,

    


    c. Deny
CUSTOMER further access to the INTERNET hereunder without liability on the part
of NAC to the CUSTOMER, providing that such deny of access shall not occur
during the 60 days notice period specified in Section 8 above.


    
      
         


      

      
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    9.           LIMITATION
OF LIABILITY: IT IS
EXPRESSLY UNDERSTOOD AND AGREED THAT NAC HAS NOT MADE ANY GUARANTEES OR PROMISES
WITH REGARD TO THE EXACT DATE OF THE COMPLETE INSTALLATION AND OPERATIONAL
STATUS OF CUSTOMER. CUSTOMER SHOULD NOT TERMINATE ANY OTHER NETWORK OR
ALTERNATIVE SERVICES CURRENTLY IN USE PRIOR TO INSTALLATION BEING
COMPLETE.

    


    NAC
SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DELAYS IN THE PERFORMANCE OF SERVICES
HEREUNDER OR FOR ANY FAILURE TO PERFORM HEREUNDER IF SUCH DELAYS OR FAILURES ARE
DUE TO STRIKES, INCLEMENT WEATHER, ACTS OF GOD, OR OTHER CAUSES BEYOND NAC'S
REASONABLE CONTROL. NAC WILL NOT BE RESPONSIBLE FOR PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER WHERE DELAYED OR HINDERED DUE TO WAR, RIOTS, EMBARGOES,
STRIKES, CONCEALED ACTS OF WORKMAN (WHETHER OF NAC OR OTHERS), OR ACCIDENTS. NAC
WILL NOTIFY CUSTOMER IN THE EVENT OF ANY OF THE FOREGOING OCCURRENCES. SHOULD
SUCH OCCURRENCE CONTINUE FOR MORE THAN FIFTEEN (15) DAYS, NAC OR CUSTOMER MAY
CANCEL SERVICE FOR THE AFFECTED SERVICES AND/OR PRODUCTS WITHOUT FURTHER
LIABILITY. IN SUCH AN EVENT CUSTOMER WILL NOT BE OBLIGATED TO PAY ANY
TERMINATIONS FEES WHATSOEVER.

    


    IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO
THIS AGREEMENT, INCLUDING THE ACCURACY OR CORRECTNESS OF THE DATA BASES OR THE
INFORMATION CONTAINED THEREIN, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY THEREOF.

    


    ANY
CLAIM OR LEGAL ACTION ARISING OUT OF FAILURE, MALFUNCTION OR DEFECT IN NAC
SERVICES OR GOODS, OR ARISING FROM THIS AGREEMENT IN ANY RESPECT, SHALL BE
BROUGHT TO LIGHT WITHIN A PERIOD OF ONE YEAR FOLLOWING THE OCCURRENCE OF SAID
CLAIM OR SAID CLAIM SHALL BE DEEMED WAIVED.

    


    EXCEPT
AS SPECIFICALLY PROVIDED HEREIN, AND EXCEPT IN CASES OF, WILLFUL MISCONDUCT OR
FRAUD, EITHER PARTY’s LIABILITY TO THE OTHER PARTY HEREUNDER, IF ANY, SHALL, IN
NO EVENT, EXCEED THE TOTAL AMOUNT CUSTOMER PAID TO NAC HEREUNDER.

    


    EXCEPT
FOR NAC’S ACTS OF WILLFUL MISCONDUCT AND/OR FRAUD CUSTOMER’S SOLE REMEDY FOR
DAMAGES SHALL BE THE ISSUING OF SERVICE CREDITS OR TERMINATION AS PER THE
FACILITY AVAILABILITY SLA AND/OR THE NETWORK SLA AND/OR THIS
AGREEMENT.

    


    10.           INDEMNITY AND HOLD
HARMLESS: As a customer of NAC, and as a user of NAC services, CUSTOMER
agrees to indemnify and to hold harmless NAC from ANY and ALL claims resulting
from CUSTOMER use of the service which causes damage to CUSTOMER or any other
party. NAC shall not be liable, neither in contract nor in tort, for protection
from unauthorized access of its customer's transmission facilities or customer
owned premise equipment, or for unauthorized access to or alteration of, or
theft or destruction of, a customer's data files, programs, or
information.  The only exception to the above shall be for any willful
acts of misconduct, or fraud committed by NAC employees or their
agents.

    


    11.           DISCLAIMER OF
WARRANTIES: NAC makes no warranties, expressed or implied, including, but
not limited to, any warranties of merchantability or fitness for any particular
purpose except that NAC represents and warrants that it has the power and
authority to enter into and perform its obligations under this Agreement and
that it will perform the services in a professional and workmanlike manner with
high quality using sufficiently competent personnel in its performance of
Services hereunder.

    


     

    12.    COPYRIGHT
& WEBSITE OWNERSHIP. Customer shall retain all right, title and interest
(including without limitations copyright and other proprietary or intellectual
property rights) in its website including the content on the website and all
legally protectable elements, derivative works, modifications and enhancements
thereof. To the extent that ownership of the website's content does not
automatically vest in Customer, NAC agrees to transfer and assign to Customer
all right, title and interest in the website content and protectable elements or
derivative works thereof.  NAC shall not sell or otherwise transfer,
reproduce or use the website's content for any purpose except to provide the
services hereunder. For avoidance of doubt, any intellectual property right
and/or invention in the possession of either party prior to the execution of
this Agreement shall remain in the ownership of such party and the other party
shall not acquire any right in such rights and/or inventions, unless otherwise
expressly set forth in this Agreement.

     


    
      
         


      

      
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    13.   MODIFICATION: These
terms and conditions cannot be modified except by written amendment signed by
both patties. No agent, employee or representative of NAC has the authority to
bind the parties to any representation or warranty unless such is specifically
included in this Agreement, the NAC INTERNET SERVICE ORDER FORM, or with a
written amendment thereto. Notice to parties of disputes arising under this
Agreement shall be sent by registered mail (or equivalent carrier with proof of
signature) to the parties at the address shown on the most recent service
order.

    


    14.           ENTIRE AGREEMENT:
This Agreement is the sole agreement between the parties relating to the subject
matter hereof and supersedes all prior understandings, writings, proposals,
representations or communications, oral or written, of either party. Use of NAC
services constitutes acceptance of the Terms and Conditions in this
agreement.

    


    15.           INTERPRETATION &
VENUE: This Agreement shall be interpreted in its entirety in accordance
with the laws of the State of New Jersey, USA. Any disputes or legal actions
shall be adjudicated in the Morris County Court System.

    


    16.           MARKETING: Customer
agrees that NAC may refer to Customer by trade name and trademark, and may
briefly describe Customer's Business, in NACs' marketing materials and web
site.

    


    17.           COLLOCATION: If this
agreement encompasses COLLOCATION (defined as the placement of CUSTOMER owned
equipment at one of NAC's facilities or NAC's leased space; further, when
COLLOCATION is used as a noun, it defines the spaces owned or leased by NAC),
additional terms apply, as follows:

    


    a.           Customer
will be fully responsible for any charges, costs, expenses (other than those
included in the scope of this Agreement) and third party claims that may result
from its use of, or access to, the COLLOCATION except if such claims arise out
of NAC’s fraud or willful misconduct. Except with the advanced written consent
of NAC, Customer's access to the collocation will be limited solely to the
individuals identified and authorized by CUSTOMER to have access to the
COLLOCATION. NAC reserves the right to background check any individual before
permitting access to its facilities.

    


    b.           Insurance:
Customer will keep in full force and effect during the term of this Agreement:
(i) comprehensive general liability insurance in an amount not less than $1
million per occurrence for bodily injury and property damage; (ii) employer's
liability insurance in an amount not less than $l million per occurrence; and
(iii) workers' compensation insurance in an amount not less than that required
by applicable law. Customer also agrees that it will, and will be solely
responsible for ensuring that its agents (including contfactors and
subcontractors) maintain, other insurance at levels no less than those required
by applicable law and customary in Customer's and its agents' industries. Prior
to installation of any Customer Equipment in the COLLOCATION, Customer will
furnish NAC with certificates of insurance which evidence the minimum levels of
insurance set forth above. Customer agrees that prior to the installation of any
Customer Equipment, Customer will cause its insurance provider(s) to name NAC as
an additional insured and notify NAC in writing of the effective date
thereof.

    


    c.           Personal
Injury: Each representative and any other persons visiting the COLLOCATION does
so at its own risk and NAC assumes no liability whatsoever for any harm to such
persons resulting from any cause other than NACs' gross negligence or willful
misconduct resulting in personal injury to such person during such a
visit.

    


    d.           CUSTOMER
is responsible for maintaining proper insurance for all CUSTOMER (owned or
leased) equipment located in the NAC data center. NAC has no way of knowing the
value of CUSTOMER's equipment and is not responsible for any damage or loss to
it except for damage or loss due to NAC’s fraud or willful
misconduct.

    


    
      	
              e.  

            	
              NAC
      reserves the right to background check any person that has access to the
      data center.

            


    

    


    
      	
              f.  

            	
              The
      parties agree that CUSTOMER is and shall remain the exclusive owner of all
      Customer owned equipment (COLLOCATION) placed at NAC’s
      facilities.

            


    

    


    18.           This
Agreement is subject to the Non Disclosure Agreement signed between the parties
on Nov 15, 2007, and which is attached hereto as Exhibit C.

    


    19.           EMAIL and USENET
NEWS: Using any NAC account, server, or service to send duplicative,
unsolicited email messages (commercial or otherwise) also known as spam and/or
to collect the responses from unsolicited email (spam) and/or using a NAC server
or bandwidth to host any page(s), or mailboxes, or autoresponders with any
information regarding any item, service, or information advertised in a spam
message is prohibited. NAC reserves the exclusive right to make the
determination whether a given message is spam. CUSTOMER will be notified in the
case of complaints and is expected to act on these complaints within 24 hours
keeping NAC informed of progress. If customer fails to meet these guidelines NAC
reserves the right to suspend and or terminate CUSTOMER's service.

    


    
      
        
        

      

      
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    By
signing below, CUSTOMER and NAC agree and accept this agreement in its
entirety

     

    
 

    CUSTOMER                                                                                                   NET ACCESS CORPORATION
(NAC)

    


    Signature:
/s/ Robert S.
Rosenschein                                                                Signature: /s/ Net Access
Corporation

    


    Print
Name: Robert S.
Rosenschein                                                                                                   
Print Name: Net Access Corporation

    


    Title:
CEO                                                                                                 
Title: ___________________________

    


    Date:
April 9,
2008                                                                                                                                           
Date: April 9, 2008

    


    Contact
Information:

    


    
    

    


    


    SERVICE
ORDERS

    


    


    EXHIBIT
A

    NETWORK
SERVICE LEVEL AGREEMENT (SLA)

    


    


    EXHIBIT
B

    FACILITY
AVAILABILITY SERVICE LEVEL AGREEMENT (SLA)

    


    EXHIBIT
C

    NON-DISCLOSURE
AGREEMENT


    
      
         


      

      
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    Data Center Collocation
Service Order

    


    Location:                                                      *,
NJ

    Contract
Term:                                           (36)
Months

    


    High Density
Collocation:

    


    Type/Amount:                                            *

    


    Financial
Information:                              $*/
installation (*$ ea)

         $*/monthly
(*$ ea)

    


    


    Low Density
Collocation:

    


    Type/Amount:                                           *

    


    Financial
Information:                              $$*/
installation (*$ ea)

        $$*/monthly (*$
ea)

    


    Services
Included:

      
Battery Backup

      
Backup Power Generation

      
Primary and/or secondary DNS

      
24/7 First Level Support

    Reboots

    Connection checking

    Reading screen output

     
24/7 Monitoring – Unlimited IP

    Ping

    Port

    Service

    


    Total
charges for all Collocation on this service order:

    


    $*/installation

    $*/month

    


    *
Additional Special Collocation Reservation Option on following
page


    
      
         


      

      
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    *


    
      
         


      

      
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    Power Service
Order

    Usage
Based Power:

    Monthly usage based circuit
prices

    120V (Single
Pole)                                            
$*/month/amp*                                $*/installation

    208V
(Double
Pole)                                           $*/month/amp*                                $*/installation

    208V
(Triple
Pole)                                             
$*/month/amp**                                $*/installation

    


    Minimum
billing for power is equal to 25% of the capacity of the installed
circuit/receptacle. As an example: A 20 amp 120V circuit would be billed a
minimum charge of $140/month ($28/amp x 20 amps x .25).

    Minimum billing is waived
for the 3 Phase 3 pole IEC60309 460P9 Outlets and one  L6-30
(Redundant, but not Primary) outlet in Cabinets L1.C4 and L1.C5 (1 per
cabinet).

    


    Receptacle
installation charges:

    Single
Pole
(L5-xx)                                                      $*/monthly
(*$ ea)/installation ea.

    Double
Pole (L6-xx,
L14-xx)                                       $*/installation
ea.

    Triple
Pole (IEC60309
460P9)                                    $*/installation
ea.

    


    Receptacle
Type/Amount:

    Power
metering - Outlet layout: - Customer will provide.

    


    Initial
Order:                                                                                    Installation

    (*)
Primary                      L6-30
(30 amp 208V)
Circuits                                                      
$*

    (*)
Redundant                L6-30
(30 amp 208V)
Circuits                                                       $*

    (*)
Primary                      3
Phase 3 pole IEC60309
460P9                                                   $*

    (*)
Redundant                3
Phase 3 pole IEC60309
460P9                                                   $*

    


    Total Power
Install                                                                                              
$*

    


    *If
a circuit is to be used for power redundancy where a single or a group of
servers or a PDU is plugged into both power sides it is important to realize
that power circuit A and B are capable of 20 amps each.  In order to achieve power
redundancy the combined usage of both A and B can be no greater than 20
amps.  Using more than a combined 20 amps across A and B is
possible but at the
cost of redundancy.

    


    **
Power is not just raw
electrical usage. The Power fees also include the HVAC necessary to cool
the equipment, usage of electrical facilities, power backup systems (battery and
generator). The fees are calculated based upon the Customer’s actual metered
electrical usage (based upon amp utilization) and billed at the rates above.
This fee includes a
multiplier to factor in the total impact of a customer’s electrical usage
(including electrical draw for HVAC, cap cost amortization of UPS, generator,
other power equipment, and on-going maintenance). NAC is not an electrical
utility, NAC is providing a managed power service. This fee is substantially
higher then raw electrical power because it includes all of the additional
services provided at the facility.

    


    ***
NAC Option to Increase
Power Rate. Because of the volatile nature of the cost of electricity NAC
has the option to adjust Power pricing once per year during this agreement. The
max increase in any 12 month period shall be 10%.In the event of an increase NAC
will provide the Customer with 45 days written notice of such increase in power
rates


    
      
         


      

      
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    Full Internet Transit
Bandwidth Service Order

    


    
      	
               
      

            	
              Type/Amount:

            	
              Delivery
      Method:

            	
              *

            


    

    


    Billing
Method: Burstable 95th
Percentile

    


    IP
Allocation:                                *

    


    Financial
Information:                                           $*/installation

    $*/mb/s per month (* mb/s minimum)

    


    
      


    

    


    


    Security Camera Service
Order

    


    Type/Amount:                                                      (*)
Fixed Cameras

    


    Services
Included:

    Remote
access to view camera detail

    Camera
detail storage *video retention will vary

    


    Financial
Information:   $*/installation (* ea.)

                     $*/monthly (*ea.)

    


    


    


    Environment
Due
Date:                                  60
days after signing of contract and receipt of deposit.

    


    


    


    Other:                                                                First
Payment DUE on Contract Signing

    


    


     
 

    



    
      
         


      

      
         
4

        
          

        

      

      
         


      

    


    Network
SLA

    


    This
Service Level Agreement (the “SLA”) between Net Access
Corporation (“NAC”) and
Answers Corporation (“Customer”) is entered into
pursuant to Master Services Agreement No. __________    
(“MSA”) between
NAC and the Customer.  Capitalized terms used in this SLA and not
otherwise defined below shall have the meanings given to them in the
MSA.

    


    A.
Purpose and Scope

    The
purpose of this SLA is to define Managed Network service levels
and operational specifications that NAC will provide to Customer. Specifics as
to the Service(s) (the “Services”) to be provided to
the Customer are set forth in the Order Form, incorporated into and made a part
hereof.

    


    B.
Service Levels

    B.1   Managed
Network

    NAC
Managed Network environments consist of LAN and WAN
infrastructures.  NAC Managed Network environments will be available
on a 7 (day) x 24 (hour) x 365 (day) basis, except for Scheduled Outages which NAC will
inform Customer of it at least seven (7) days in advance. Such notice to
Customer regarding Scheduled Outages shall include an estimate as to the
expected duration of the Scheduled Outage.

    The
additional exception shall be cases of emergency maintenance for security or
router instability (or related) emergency type patches or modifications. In the
event that emergency maintenance is required NAC will not be obligated to
provide advance notice but will notify Customer as soon as possible. All such
emergency maintenance shall be treated as scheduled maintenance for purposes of
this SLA. NAC will always endeavor to keep all maintenance as short as possible,
and to limit (as much as possible) to off peak times. NAC Managed Network
environments are designed with robust architectures and production system
disciplines to ensure maximum performance and availability. NAC will
continuously employ network monitoring techniques to track performance levels
(where possible) of network components and systems. Latency measurements will be
total round trip durations in milliseconds (ms) of network transmissions.
Availability will be calculated monthly using total actual minutes available
divided by total possible minutes available. Availability calculations will
exclude Scheduled Outages. Performance/availability measurements will exclude
Customer’s collocated network equipment and Customer Premise Equipment (CPE).
NAC will, at NAC expense, upgrade or improve capacity and performance levels
within NAC Managed Network environments as NAC, through reasonable commercial
judgment, determines improvements are warranted and necessary for availability
and performance attainment.

    


    NAC’s
performance levels for Managed Network availability and latency are as
follows:

    


    
      	
              LAN
      Performance

            
	
              Latency

            	
              Availability

            
	
              <
      40 ms

            	
              >
      99.50%

            


    

     

    
 

    
      	
              WAN
      Performance

            
	
              External
      Gateway to the Internet (Domestic)

            	
              VPN

              (Only
      when provided and managed  by NAC)

            	
              Private
      Network (Domestic)

            
	
              Latency

            	
              Latency

            	
              Latency

            	
              Avail.

            
	
              <60
      ms

            	
              <100
      ms

            	
              <70
      ms

            	
              >99.50%

            


    

    


    Any
failure in the network environment that causes a loss of availability (to
Customer or its users), shall be reported by Customer to NAC. NAC shall then
issue a trouble ticket and track such failure in order to resolve it. At the
Customers request such trouble ticket, along with Customer’s own documentation
related to such failure report shall be reviewed and analyzed by NAC and
Customer, in order to jointly determine the source of failure as well as the
relevant degree of LAN and/or WAN Availability/Performance at the time of
such failure, for the purpose of determining whether Customer is eligible for a
Service credit.

    


    The
Network Operations Center (NOC) is available 24x7x365 and will respond as
quickly as reasonably possible when it becomes aware of and/or is notified of a
network failure in that causes loss of availability to CUSTOMER and/or its
users:

    In
the event of a Severe Failure (as defined below), NAC will respond promptly and
begin resolving the failure as quickly as reasonably possible. In any other
event, NAC shall respond within 4 hours. In any event NAC shall work diligently
and continuously to solve any failure.

    


    “A Severe Failure: shall mean any
significant problem with usage that materially diminishes users’ access to the
systems or ability to use major features of the system.

    


    C.  Remedy

    C.1
Remedies

    In the
event that, as a direct result of NAC’s actions or inactions, the Service levels
provided by NAC fail to meet the specified performance levels stated above,
as the sole and
exclusive remedy hereunder, Customer shall receive a Service credit equal to 15%
of the Monthly Fee for the affected service (Internet Bandwidth charge only) for
the affected month in accordance with the Order Form for the
Service.

    


    Such
Service credit shall be deemed to be liquidated damages, and in no event will
the total Managed Network Service credit exceed 30% (15% for failure to meet LAN
performance levels plus 15% for failure to meet WAN performance levels) of the
Monthly Fee for the affected service for the affected month.  This
credit will be in the form of a cash payment if this SLA has expired or if it
has otherwise been terminated in accordance with the provisions of the
MSA.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    The
Service credit must be requested for in writing within 30 days of the outage
event occurring. The request must detail the time period of the outage and all
appropriate documentation defining the outage. Customer must contact the NOC at
the time of the problem so that a trouble ticket can be opened and the issue
tracked until resolution.

    


    C.2
Exceptions

    NAC will
have no liability for any failure to provide Services (a) during any Scheduled
Outage, (b) resulting from a Force Majeure Event, (c) caused, directly or
indirectly, by the acts or omissions of Customer or its employees, agents,
contractors or representatives or by Customer’s or its employees’, agents’,
contractors’ or representatives’ equipment, or (d) Any cyber-attack against
Customer equipment/servers.

    


    Without
limiting the foregoing, NAC is not responsible for acts or omissions of Customer
or its employees, agents, contractors or representatives that result in failure
of, or disruption to, the Services unless such acts or omissions were
done in accordance with instructions given to Customer by
NAC.  Customer agrees that neither Customer nor its employees,
agents, contractors or representatives shall attempt in any way to circumvent or
otherwise interfere with any security precautions or measures of NAC relating to
the NAC Data Centers or any other NAC equipment. Any such attempts may, among
other things, cause disruption to the Services.  Any disruption to the
Services resulting from a violation of these provisions shall not be an
Unscheduled Outage and Customer will have no right to any Service credit or
other remedy under this SLA or otherwise with respect to such
disruption.  Customer will be responsible for, and will indemnify NAC
for, any damage or service interruptions caused by Customer or its employees,
agents, contractors or representatives in violation of these provisions,
including, without limitation, any damage to any NAC provided
equipment.  Further, the Customer will pay NAC, at NAC’s then current
rates, for all remedial services resulting from the Customer’s
actions.

    


    C.3
Termination for Chronic Problems

    The
conditions warranting termination of Services applicable to this SLA, as
specified on the Order Form, are as follows:

    


    NAC’s
failure to achieve SLA specified performance for three (3) consecutive
months.

    


    Customer
must provide NAC written notice of termination for Chronic Problems and such
termination will be effective upon ten (10) days written notice
to NAC, without any
further liability and/or penalty to Customer.  

    


    Emergency
Termination Option: In the event that NAC is unable to maintain Network
Availability of greater then 90% (see definition of availability in section B.)
for ten (10) consecutive days, CUSTOMER shall have the right of immediate termination
without penalty. This termination must be in writing and supported by
appropriate documentation of the facility not meeting the minimum 90%
availability for 10 consecutive days.

    


    D.
Service Level Change Request Procedures

    Either
party may request changes to this SLA at any time.  Since a change
could affect the fees, schedules or other terms related to this SLA or the MSA,
both the Customer and NAC must approve each change, and this SLA and/or the MSA
must be appropriately amended before implementation of any
change.  The change request procedure is as follows:

    


    
      	
              a)  

            	
              The
      project manager for the requesting party will submit a change request
      (“CR”) in writing. It will describe the change and include whatever
      rationale and/or estimated effect the change will have on the SLA and/or
      the MSA.

            


    

    
      	
              b)  

            	
              The
      other party’s project manager will review each CR.  The project
      manager will weigh the merits of the proposed change and approve it for
      investigation or reject it.  If rejected, the project manager
      will return the CR to the requesting party, together with the reason(s)
      for rejection.

            


    

    
      	
              c)  

            	
              Approval
      of a CR for investigation by both parties constitutes authorization by the
      Customer of any fee proposed by NAC to investigate the
      CR.  During such investigation, the effect on the Monthly Fee,
      Service Term or other terms of this SLA will be
      determined.  Following completion of such investigation, the
      requested change will then be approved or disapproved for
      implementation.

            


    

    
      	
              d)  

            	
              Approved
      changes will be incorporated into this SLA or the MSA through written
      modifications, which shall be signed by duly authorized representatives of
      both parties

            


    

    


    F. Event
Notification

    


    NAC shall
provide initial notice to a designated Customer’s representative by telephone,
e-mail, pager or comparable notification service within one (1) hour of NAC
becoming aware of an event that has caused or may cause an Unscheduled
Outage.  In the event Customer first becomes aware of such event,
Customer shall promptly provide initial notice to NAC via Network Operations
Center  (NOC) Number (973) 590-5050.  The NOC is
staffed 24 x 7 x 365. Items of a non critical nature
can also be emailed to the NOC at network@nac.net. All emails to this address
will be tracked with a ticket number.  Status reports about the event
will continue on the hour until either the event has been resolved or both NAC
and the Customer have determined a course of action that does not require
continued notification.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    G.
Definitions

    LAN (Local Area
Network):  Those network components and facilities that are
installed within NAC Data Centers providing local connectivity to installed
equipment, and that are owned and managed by the NAC Operations Group and made
available to subscribers of NAC services.

    Managed
Network:  The system of LAN and WAN environments utilized by
NAC Data Centers.

    Monthly
Fee:  The monthly fee for a Service as set forth in the Order
Form for that Service.

    Scheduled
Outages:  Periods of time, during the Service Term, that NAC
temporarily interrupts any Services for upgrades, maintenance, or for any other
agreed upon reason or purpose, including an established framework for scheduling
and managing such outages.

    Service
Term:  The minimum term for which NAC will provide the Service
to Customer as set forth in the Order Form for that Service.

    Network Operations Center
(NOC):  The NOC is responsible for the daily delivery and
management of Services provided to the Customer.

    Unscheduled
Outages:  Interruptions in Services arising from failures
associated with Services provided by NAC or a Force Majeure
Event.  Such interruptions include only interruptions caused by
matters under NAC direct control and do not include Scheduled
Outages.

    WAN (Wide Area
Network):  Those network components and facilities that are
installed at the boundaries of NAC Data Centers providing connectivity to
external or remote networks and equipment and made available to subscribers of
NAC services.


    
      
         


      

      
        3 


        
          

        

      

      
         


      

    


    Facility
Availability SLA

    


    This
Service Level Agreement (the “SLA”) between Net Access
Corporation, Inc. (“NAC”) and  Answers
Corporation (“Customer”) is entered into
pursuant to Master Services Agreement No.____________(“MSA”) between NAC and
the Customer attached hereto as Exhibit A Capitalized terms used in this SLA and
not otherwise defined below shall have the meanings given to them in the
MSA.

    


    A.  Purpose
and Scope

    The
purpose of this SLA is to define Facility Availability service
levels and operational specifications that NAC will provide to
Customer.  Specifics as to the Service(s) (the “Services”) to be provided to
the Customer are set forth in the Order Form, which is incorporated into and
made a part hereof.

    


    B.
Service Levels

    B.1   Facility
Availability

    NAC Data
Centers will be available on a 7 (day) x 24 (hour) x 365 (day) basis, except for Scheduled Outages which
NAC will inform Customer of it at least seven (7) days in advance. Such notice
to Customer regarding Scheduled Outages shall include an estimate as to the
expected duration of the Scheduled Outage.  NAC Data Centers
are designed with environmental support system redundancy and managed
environmental system infrastructures that provide for un-interruptible power and
cooling for all components within such NAC Data Center. These systems are designed to
maintain standard computer servers (HP, IBM, DELL, etc) within their normal
operating temperature range. NAC will continuously monitor capacity
levels for power generation, cooling, and un-interruptible power supply systems
at NAC Data Centers.  NAC will, at NAC expense, upgrade or improve
capacity levels within NAC Data Centers as necessary.  Capacity
upgrades will follow the established change management practices described in
this SLA.  NAC’s performance level for Facility Availability is set as
99.99% available. Availability will be calculated monthly using total actual
minutes available divided by total possible minutes
available.  Availability calculations will exclude Scheduled
Outages.  Any failure
shall be reported by Customer to NAC. NAC shall then issue a trouble ticket and
track such failure in order to resolve it. Such trouble ticket, along with
Customer’s own documentation related to such failure report shall be reviewed
and analyzed by NAC and Customer, in order to jointly determine the source of
failure as well as the relevant degree of facility availability at the time of
such failure, for the purpose of determining whether Customer is eligible for a
Service credit.

    


    The
Network Operations Center (NOC) is available 24x7x365 and will respond as
quickly as reasonably possible when it becomes aware of and/or is notified of a
facilities failure in that causes loss of availability to CUSTOMER and/or its
users:

    In
the event of a Severe Failure (as defined below), NAC will respond promptly and
begin resolving the failure as quickly as reasonably possible. In any other
event, NAC shall respond within 4 hours. In any event NAC shall work diligently
and continuously to solve any failure.

    


    “A Severe Failure”: shall mean any
significant problem with usage that materially diminishes users’ access to the
systems or ability to use major features of the system.

    


    C.  Remedy

    C.1
Remedies

    In the
event that, as a direct result of NAC’s actions or inactions, the Service Levels
provided by NAC fail to meet the specified performance levels, as the sole and exclusive
remedy hereunder, Customer shall receive a Service credit based upon the Monthly
Fee for the affected service (colocation and/or power facilities
charge only) for the affected month in accordance with the Order Form for
the Service. The following Service credits shall apply to the Remedy provision
of this SLA:

    


    
      	
              Facility
      Availability

            	
              Service
      Credit

              (%
      of Monthly Fee)

            
	
              99.99%
      or greater

            	
              0%

            
	
              399.90% but
      <99.99%

            	
              5%

            
	
              399.50% but
      <99.90%

            	
              15%

            
	
              <99.50%

            	
              25%

            


    

    


    The
Service credit is not cumulative.  Such Service credit shall be deemed
to be liquidated damages, and in no event will the total
Service credit exceed 25% of the Monthly Fee for the affected
month.  This credit will be in the form of a cash payment if this SLA
has expired or

    if it has
otherwise been terminated in accordance with the provisions of the
MSA.

    


    The
Service credit must be requested for in writing within 30 days of the outage
event occurring. The request must detail the time period of the outage and all
appropriate documentation defining the outage.

    


    C.2
Exceptions

    NAC will
have no liability for any failure to provide Services (a) during any Scheduled
Outage, (b) resulting from a Force Majeure Event, or (c) caused, directly or
indirectly, by the acts or omissions of Customer or its employees, agents,
contractors or representatives or by Customer’s or its agents’, contractors’ or
representatives’ equipment.


    
      
         


      

      
        1 


        
          

        

      

      
         


      

    


    Without
limiting the foregoing, NAC is not responsible for acts or omissions of Customer
or its employees, agents, contractors or representatives that result in failure
of, or disruption to, the Services.  Customer agrees that neither
Customer nor its employees, agents, contractors or representatives shall attempt
in any way to circumvent or otherwise interfere with any security precautions or
measures of NAC relating to the NAC Data Centers or any other NAC
equipment.  Any such attempts may, among other things, cause
disruption to the Services.  Any disruption to the Services resulting
from a violation of these provisions shall not be an Unscheduled Outage and
Customer will have no right to any Service credit or other remedy under this SLA
or otherwise with respect to such disruption.  Customer will be
responsible for, and will indemnify NAC for, any damage or service interruptions
caused by Customer or its employees, agents, contractors or representatives in
violation of these provisions, including, without limitation, any damage to any
NAC provided equipment.  Further, the Customer will pay NAC, at NAC’s
then current rates, for all remedial services resulting from the Customer’s
actions.

    


    C.3
Termination for Chronic Problems

    The
conditions warranting termination of Services applicable to this SLA, as
specified on the Order Form, are as follows:

    


    NAC’s
failure to achieve SLA specified performance for two (2) consecutive
months.

    


    Customer
must provide NAC written notice of termination for Chronic Problems and such
termination will be effective upon ten (10) days written notice to
NAC.

    


    Emergency
Termination Option: In the event that NAC is unable to maintain Facility
Availability of greater then 50% (see
definition of availability in section B.) for twenty (20) consecutive
days, CUSTOMER shall have the right of immediate termination
without penalty. This termination must be in writing and supported by
appropriate documentation of the facility not meeting the minimum 50%
availability for 20 consecutive days.

    


    D.
Service Level Change Request Procedures

    Either
party may request changes to this SLA at any time.  Since a change
could affect the fees, schedules or other terms related to this SLA or the MSA,
both the Customer and NAC must approve each change, and this SLA and/or the MSA
must be appropriately amended before implementation of any
change.  The change request procedure is as follows:

    


    
      	
              e)  

            	
              The
      project manager for the requesting party will submit a change request
      (“CR”) in writing. It will describe the change and include whatever
      rationale and/or estimated effect the change will have on the SLA and/or
      the MSA.

            


    

    
      	
              f)  

            	
              The
      other party’s project manager will review each CR.  The project
      manager will weigh the merits of the proposed change and approve it for
      investigation or reject it.  If rejected, the project manager
      will return the CR to the requesting party, together with the reason(s)
      for rejection.

            


    

    
      	
              g)  

            	
              Approval
      of a CR for investigation by both parties constitutes authorization by the
      Customer of any fee proposed by NAC to investigate the
      CR.  During such investigation, the effect on the Monthly Fee,
      Service Term or other terms of this SLA will be
      determined.  Following completion of such investigation, the
      requested change will then be approved or disapproved for
      implementation.

            


    

    
      	
              h)  

            	
              Approved
      changes will be incorporated into this SLA or the MSA through written
      modifications, which shall be signed by duly authorized representatives of
      both parties.

            


    

    


    F.
Event Notification

    NAC shall
provide initial notice to a designated Customer’s representative by telephone,
e-mail, pager or comparable notification service within one (1) hour of NAC
becoming aware of an event that has caused or may cause an Unscheduled
Outage.  In the event Customer first becomes aware of such event,
Customer shall promptly provide initial notice to NAC via the Network Operations
Center  (NOC) Number (973) 590-5050.  The NOC is
staffed 24 x 7 x 365. Items of a non critical nature can also be emailed to the
NOC at network@nac.net. All emails to this address will be tracked with a ticket
number. Status reports about the event will continue on the hour until either
the event has been resolved or both NAC and the Customer have determined a
course of action that does not require continued notification.

    


    G.
Definitions

    Facility
Availability:  The availability of NAC Data
Centers.

    Monthly
Fee  The monthly fee for a Service as set forth in the Order
Form for that Service.

    Scheduled
Outages:  Periods of time, during the Service Term, that NAC
temporarily interrupts any Services for upgrades, maintenance, or for any other
agreed upon reason or purpose, including an established framework for scheduling
and managing such outages.

    Service
Term  The minimum term for which NAC will provide the Service
to Customer as set forth in the Order Form for that Service.

    Unscheduled
Outages:  Interruptions in Services arising from failures
associated with Services provided by NAC or a Force Majeure
Event.  Such interruptions include only interruptions caused by
matters under NAC direct control and do not include Scheduled
Outages.

    



    
      
         


      

      
        2 


        
          

        

      

      
         


      

    


    MUTUAL
NON-DISCLOSURE AGREEMENT

    


    This
Mutual Non-Disclosure Agreement (the "Agreement"), dated as of Nov 15 2007 (the
"Effective Date"), is made between Answers Corporation, a Delaware corporation
having its principal place of business at 237 West 35th
Street, Suite 1101, New York, NY 10001 ("Answers") and Net Access Corp., a
corporation having its principal place of business at 9 Wing Drive, Cedar
Knolls, New Jersey (“Company”).

    


    WHEREAS, the parties have
entered or will enter into discussions concerning a potential strategic
relationship (the "Transaction");

    


    WHEREAS, in investigating the
Transaction, a party (“Provider”), and/or its Representatives (as defined
below), has disclosed and/or will disclose to the other party ("Recipient"),
and/or its Representatives, certain Proprietary Information (as defined below),
and, therefore, the parties wish to set forth the manner in which the
Proprietary Information will be treated; and

    


    NOW THEREFORE, in
consideration of the mutual disclosure of such information and the covenants
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the parties agree as
follows:

    


     

    
      	
              1.  

            	
              ''Proprietary Information"
      means confidential or proprietary information, including, but not limited
      to, marketing data and plans, business strategies, financial information,
      confidential customer lists, sources of supply, technologies, know-how,
      ideas, concepts, product specifications, software, designs, trade secrets,
      current and future products, and product characteristics and
      specifications, together with notes, analyses, compilations, studies, and
      other documents delivered by Provider or its Representatives, or prepared
      by Recipient or its Representatives, based upon, containing, or otherwise
      reflecting such information.

            


    

     

     

    
      	
              2.  

            	
              Notwithstanding
      anything set forth in Paragraph ‎1,
      “Proprietary Information" shall not include information that (i) is or
      becomes generally available to the public other than (a) as a result of
      disclosure in violation of this Agreement by Recipient or its
      Representative or any other person who directly or indirectly receives
      such information, in violation of this Agreement from Recipient or (b) in
      violation of a confidentiality obligation to Provider known to Recipient,
      (ii) is or becomes available to Recipient on a non-confidential basis from
      a source that, to the knowledge of Recipient, is entitled to disclose it,
      (iii) was known to Recipient prior to its disclosure to it by Provider, or
      (iv) is verifiably developed by Recipient without the benefit of the
      information provided by Provider.

            


    

     

     

    
      	
              3.  

            	
              Recipient
      will use the Proprietary Information solely for the purpose of evaluating
      a possible Transaction and not for any other purpose, and, except to the
      extent permitted by Paragraph ‎5, will
      keep such Proprietary Information strictly confidential and will not sell,
      grant, or make available to, or otherwise allow the use of, the
      Proprietary Information by any third party, directly or indirectly; provided,
      however, that Proprietary Information may be disclosed to
      Recipient's directors, officers, employees, Affiliates, and
      representatives, including, but not limited to, auditors, legal advisors,
      and financial advisors (collectively, “Representatives”) as need to know
      such information for the purpose of assisting Recipient in evaluating and
      negotiating the terms of the Transaction. “Affiliate” shall have the
      meanings provided under the Securities Exchange Act of 1934, as amended.
      Recipient will advise its Representatives that the Proprietary Information
      is confidential and that by receiving such information such
      Representatives are agreeing to be bound by this Agreement and not to use
      such information for any purpose other than as described herein. Without
      the other party's prior written consent, neither party will, and each
      party will direct its respective Representatives not to, disclose the
      other party's Proprietary Information in whole or in part, except to the
      extent permitted by Paragraph ‎5
      hereof. Each party agrees to be responsible for any breach of this
      Agreement by its Representatives.

            


    

     

     

    
      	
              4.  

            	
              Except
      to the extent permitted by Paragraph ‎5, for a
      period of twenty-four (24) months following the Effective Date, each party
      shall (i) be bound by the obligations set forth in Paragraph ‎3 above,
      and (ii) each party will direct its respective Representatives not to,
      disclose to any person (other than each party’s respective Representatives
      who need to know) the fact that discussions or negotiations are taking
      place or have recently taken place concerning a possible Transaction or
      any of the terms, conditions, or other facts with respect to any possible
      Transaction, including, but not limited to, the status thereof or the
      existence of this Agreement. All other provisions set forth in this
      Agreement shall survive for as long as necessary to fulfill the purposes
      of each such provision.

            


    

     


    
      
         


      

      
        1 


        
          

        

      

      
         


      

    


     

    
      	
              5.  

            	
              In
      the event that Recipient and/or its Representatives are required by law to
      disclose any Proprietary Information or any other information the
      disclosure of which is restricted by the terms of this Agreement,
      Recipient shall provide Provider with prompt prior written notice of such
      requirement so that Provider may seek an appropriate protective order. If
      in the absence of a protective order, Recipient or any of its
      Representatives is nonetheless, in the opinion of Recipient's or such
      Representative's counsel, required by law to disclose such Proprietary
      Information or such other information concerning the Transaction,
      disclosure may be made only as to that portion of the Proprietary
      Information or such other information that Recipient or such
      Representative, as the case may be, is advised by counsel is legally
      required to be disclosed. The disclosing party will exercise its
      reasonable efforts to obtain assurance that confidential treatment will be
      accorded such Proprietary
Information.

            


    

     

     

    
      	
              6.  

            	
              All
      Proprietary Information disclosed to Recipient, as between Provider and
      Recipient, shall be and shall remain Provider's property. Disclosure of
      the Proprietary Information shall in no way serve to create, on the part
      of Recipient, a license to use, or any proprietary right in, the
      Proprietary Information or in any other proprietary product, trademark,
      copyright, or other right of
Provider.

            


    

     

     

    
      	
              7.  

            	
              Except
      to the extent Recipient or a Representative is advised by counsel that
      such action is prohibited by law, as soon as practicable after being
      requested by Provider, Recipient shall, and shall cause each of its
      Representatives to, return to Provider or destroy any document or other
      material in tangible form being part of the Proprietary Information, and,
      upon written request of Provider, confirm the foregoing in writing. Any
      Proprietary Information that is not returned or destroyed, including,
      without limitation, any oral Proprietary Information, shall remain subject
      to the confidentiality obligations set forth in this
      Agreement.

            


    

     

     

    
      	
              8.  

            	
              Each
      party acknowledges that, although both parties have endeavored to include
      in the Proprietary Information known to them that they believe to be
      relevant for the purpose of considering a possible Transaction, neither
      party makes any representation or warranty as to the accuracy or
      completeness of the Proprietary Information or any component thereof, and
      that each party shall be entitled to rely solely on such representations
      and warranties as may be made in a definitive agreement relating to the
      Transaction. Each party understands that the estimates or projections with
      respect to future performance included in the Proprietary Information
      should not be relied upon as accurate representations or assurances of
      future results. Neither party nor any of its Representatives shall have
      any liability to the other party or its Representatives resulting from the
      use of the Proprietary Information by such other party or
      Representatives.

            


    

     

     

    
      	
              9.  

            	
              Each
      party acknowledges and agrees that unless and until a written definitive
      agreement concerning a Transaction has been duly executed, neither party
      nor any of its respective Representatives will have any obligation with
      respect to any Transaction, with respect to the procedures employed in
      connection therewith, or with respect to any representations made by
      either party, whether by virtue of this Agreement or any other written or
      oral expression with respect to a Transaction (except as specifically
      provided in this Agreement) or otherwise. Each party understands that
      knowledge of the Transaction is limited to certain of the other's
      Representatives and agrees not to contact any Representative of the other
      party regarding the Transaction other than such Representatives as it is
      informed are permitted to receive such-a
  contact.

            


    

     

     

    
      	
              10.  

            	
              Each
      party agrees that money damages would not be a sufficient remedy for any
      actual or threatened breach of this Agreement by either party or its
      respective Representatives and that each party shall be entitled to
      specific performance, including, without limitation, injunctive relief, as
      a remedy for any such breach or threatened breach by the other party or
      such party's Representatives. Such remedy shall not be deemed to be the
      exclusive remedy for breach of this Agreement but shall be in addition to
      all other remedies available at law or
equity.

            


    

     

     

    
      	
              11.  

            	
              Each
      party acknowledges that it and each of its Representatives are aware that
      the United States securities laws and other laws prohibit any person who
      has material, non-public information concerning Answers, or its
      Affiliates, and, if applicable, Company, or its Affiliates, from
      purchasing or selling any of their respective securities, and from
      communicating such information to any Person under circumstances in which
      it is reasonably foreseeable that such Person is likely to purchase or
      sell such securities. For purposes of this Agreement, the term "Person"
      shall be interpreted broadly and shall include any individual,
      corporation, partnership, association, trust, governmental entity, any
      other organization or entity or any Group including any of the foregoing,
      and the term "Group" shall have the meanings provided under the Securities
      Exchange Act of 1934, as amended.

            


    

     

     

    
      	
              12.  

            	
              All
      notices given under this Agreement shall be in writing and shall be given
      to the respective party (i) by delivery in person or by overnight courier
      (and shall be deemed duly given upon receipt) or (ii) by prepaid
      registered or certified mail, return receipt requested (and shall be
      deemed duly given on the earlier of receipt or three business days after
      being deposited in the U.S. mail), addressed to such party as set forth on
      Exhibit A
      hereto.

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     

    
      	
              13.  

            	
              This
      Agreement shall be governed by, construed and enforced under the laws of
      the State of New York as it is applied to agreements entered into and to
      be performed entirely within such State. The parties hereby agree that any
      action arising out of this Agreement shall be brought in the state or
      federal courts located in the City of New York, irrevocably submit to the
      exclusive jurisdiction of any such court, and waive any objection that
      such party may now or hereafter have to the venue of any such action or
      proceeding in any such court or that such action or proceeding was brought
      in an inconvenient court and agree not to plead or claim the same, except
      that Provider shall be entitled to obtain equitable relief, such as
      injunctive relief, from any court of competent jurisdiction in order to
      protect its rights in its Proprietary
  Information.

            


    

     

     

    
      	
              14.  

            	
              This
      Agreement constitutes the entire agreement between the parties with
      respect to the subject matter hereof. This Agreement may not be modified
      except by a written instrument signed by both parties. If, however, any
      provision of this Agreement is determined by a court of competent
      jurisdiction to be invalid or unenforceable, such invalidity or
      unenforceability shall not invalidate or render unenforceable the entire
      Agreement, but rather the entire Agreement shall be construed as if not
      containing the particular invalid or unenforceable provision or
      provisions, and the rights and obligations of the parties shall be
      construed and enforced accordingly. In addition, the parties agree to
      cooperate to replace the invalid or unenforceable provision(s) with valid
      and enforceable provision(s) that will achieve the same result (to the
      maximum legal extent) as the provision(s) determined to be invalid or
      unenforceable.

            


    

     

     

    
      	
              15.  

            	
              This
      Agreement shall be binding upon the parties hereto and their respective
      successors and assigns and shall inure to the benefit of the parties
      hereto and their respective successors and assigns. No failure or delay in
      exercising any right, power, or privilege hereunder shall operate as a
      waiver thereof, nor shall any single or partial exercise thereof preclude
      any other or further exercise thereof or the exercise of any other right,
      power or privilege hereunder.

            


    

     

     

    
      	
              16.  

            	
              This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which, when taken together, shall
      constitute one and the same instrument. The parties can rely on fax copies
      of the signed Agreement as if they are
  originals.

            


    

     

    


    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.

    


    


    


    ANSWERS
CORPORATION                                                                NET
ACCESS CORPORATION

    


    


    By: /s/Caleb
Chill                                           
By:                
/s/Alex
Rubenstein

    Name:
Caleb
Chill                                                                          
Name:            Alex
Rubenstein

    Title:
VP General
Counsel                                                             Title:             
Vice
President

     

     

    EXHIBIT
A

    NOTICES

     

    


    
      	
              To
      Answers:

            	
              237
      W. 35th
      Street

            
	
               

            	
              Suite
      1101

            
	
               

            	
              New
      York, NY 10001

            
	
               

            	
              Fax:
      (212) 660-3222

            
	
               

            	
              Attention:
      Dan Marriott - IT Director

            
	 
      	 
      
	
              with
      a copy to:

            	
              Jerusalem
      Office POB 48253, Building 2

            
	
               

            	
              Jerusalem
      Technology Park

            
	
               

            	
              Jerusalem
      91481 Israel

            
	
               

            	
              Fax:
      (646) 304-1826

            
	
               

            	
              Attention:
      General Counsel

            
	 
      	 
      
	
              To
      Company: