Unassociated Document


     

    Exhibit
      10.2

    


    


    November
      2, 2006

    


    Answers
      Corporation

    237
      West
      35th
      Street

    Suite
      1101

    New
      York,
      NY 10001

    Attn:
      Robert S. Rosenschein, CEO

    


    


    Re:
      Non-Competition Covenant

    


    Dear
      Bob:

    


    In
      consideration for the Purchase Price paid for the Transferred Assets by Buyer,
      as detailed in the Asset Purchase Agreement entered into between Answers
      Corporation (“Buyer”),
      on
      the one hand, and the undersigned, Interesting.com,
      Inc. (“Seller”)
      and
      Chris Whitten (“Shareholder”),
      on
      the other,
      dated
      November 2, 2006 (the "Purchase
      Agreement"),
      we,
      the undersigned, jointly and severally, agree and undertake as
      follows:

    


    
      	
              1.

            	
              Whether
                as principal, agent, stockholder, consultant, partner, member, or
                in any
                other capacity whatsoever, other than on behalf of Buyer, not to
                (a)
                participate in, engage in, or be in any manner associated with the
                development, publishing, marketing, distribution, creation, licensing
                or
                sale of any venture which competes, directly or indirectly, with
                Buyer's
                business in the area of (i) collaborative questions and answers websites,
                (ii) "wiki" community website(s), and/or (iii) any website(s) targeting
                the collection and editing of information through user-generated
                content
                (the "Non-Compete
                Field")
                for a period, commencing on the Closing Date, of (y) three (3) years
                for
                the area described in 1(a)(i) above and (z) one (1) year for the
                area
                described in 1(a)(ii) and 1(a)(iii) above, unless otherwise agreed
                between
                the parties in writing; or (b) interfere
                with the business of Buyer or approach, contact, or solicit Buyer’s users
                in connection with a purpose within the Non-Compete Field.
                In
                the event that the provisions of this Section 1 are deemed to exceed
                the
                time, geographic, or scope limitations permitted by applicable law,
                then
                such provisions shall be reformed to the maximum time, geographic
                or scope
                limitations, as the case may be, permitted by applicable
                law.

            
	
              2.

            	
              Each
                of the undersigned acknowledges and agrees that the provisions of
                this
                Non-Competition Covenant are (a) a condition
                of and inducement for Buyer entering into the Purchase Agreement,
                and (b)
                intended to preserve the value of the Transferred Assets being acquired
                by
                Buyer pursuant to the Purchase Agreement. Additionally, each
                of the undersigned acknowledges and agrees that the provisions of
                this
                Non-Competition Covenant are reasonable with respect to the scope
                of
                restriction and duration and are reasonably necessary to protect
                the value
                of the Transferred Assets because, among other things, (i) Seller
                and
                Buyer
                are engaged in a highly competitive industry, (ii) Shareholder is
                receiving significant consideration in connection with the Purchase
                Agreement.

            
	
              3.

            	
              By
                signing this Non-Competition Covenant, each of the undersigned undertakes
                to refrain from investing in the Non-Compete Field in excess of 5%,
                via a
                beneficial interest of any entity or venture. For the avoidance of
                doubt,
                Shareholder's obligation pursuant to this Non-Competition Covenant
                shall
                not apply to his ownership of Seller, provided however, that Seller
                restricts its business to fields outside the Non-Compete
                Field.

            
	
              4.

            	
              This
                Non-Competition Covenant shall be binding upon and inure to the benefit
                of
                you and us, our successors and
                assigns.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Terms,
                which are used in this Non-Competition Covenant and are not otherwise
                defined, shall have the meanings ascribed to such terms in the Purchase
                Agreement.

            
	
              6.

            	
              This
                Non-Competition
                Covenant
                shall be governed by the laws of the State of New York without reference
                to rules of conflicts of law. Shareholder hereby consents to the
                personal
                jurisdiction of the state and federal courts located in the Southern
                District of New York for any action or proceeding arising from or
                relating
                to this Non-Competition
                Covenant.

            
	
              7.

            	
              The
                waiver of a breach of any term or provision of this Non-Competition
                Covenant,
                which must be in writing, shall not operate as or be construed to
                be a
                waiver of any other previous or subsequent breach of this Non-Competition
                Covenant.

            


    

    


    Sincerely
      yours,

    


    
      	
              /s/
                Chris Whitten

            	
              /s/
                Chris Whitten

            
	 	 
	
              ____________________

            	
              ______________________

            
	
              Chris
                Whitten

            	
              Interesting.com,
                Inc.

            


    

    


    ACKNOWLEDGED
      AND ACCEPTED:

    


    Answers
      Corporation

    


    


    By:
      /s/
Robert
      S.
      Rosenschein

    ________________________

    


    Robert
      S.
      Rosenschein, CEO

    


    Date:
      November 2, 2006