**exhibit 10.2****FindWhat.com****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT is made this 1st day of February 2004, (this “Agreement”) betweenFindWhat.com (“FindWhat.com” or the “Company”), a Nevada corporation, and John B. Pisaris(“Executive”).**Recitals**     A. The Company wishes to employ Executive and Executive wishes to be employed by the Companyon the terms and conditions set forth in this Agreement.**Statement of Agreement**     In consideration of the foregoing, and of Executive’s employment, the parties agree asfollows:     1. *Employment*. Executive’s employment with FindWhat.com shall be upon the terms and conditionshereinafter set forth to become effective upon execution of this Agreement (the “Effective Time”).     2. *Duties*.          (a) From the date of this Agreement until August 1, 2004 (“Commute Period”), Executive shall(i) be employed as the Vice President of the Company reporting to the Company’s Chief OperatingOfficer, (ii) perform such other or additional duties and responsibilities consistent withExecutive’s title(s), status, and position as the Chief Operating Officer or Board of Directors ofFindWhat.com may, from time to time, prescribe, and (iii) be based out of his residence in themetropolitan Columbus, Ohio area, provided, however, that the Company shall maintain a furnishedapartment for Executive in Ft. Meyers, and Executive shall travel to and from Ft. Meyers, Floridaas necessary or required in connection with the performance of his duties. On or before August 1,2004, Executive shall relocate to Ft. Meyers, Florida, and by October 31, 2004, the Company willpromote Executive to Senior Vice President and General Counsel. In this capacity, Executive willserve as the Company’s chief legal officer and will provide legal advice, representation andcounsel to the Company with respect to its business and affairs, and perform such other oradditional duties and responsibilities consistent with Executive’s title(s), status, and positionas the Chief Operating Officer or Board of Directors of FindWhat.com may, from time to time,prescribe.          (b) So long as employed under this Agreement, Executive agrees to devote full time and effortsexclusively on behalf of the Company and to competently, diligently and effectively discharge allduties of Executive hereunder. Executive shall not be prohibited fromengaging in such personal, charitable, or other nonemployment activities as do not interferewith full time employment hereunder and which do not violate the other provisions of thisAgreement. Executive further agrees to comply fully with all reasonable policies of the Company asare from time to time in effect.
 

 
          (c) After August 1, 2004, the Executive shall be based out of the Company’s Ft. Myers, Floridaoffice. If the Company decides to move its operations more than 35 miles from its current officesin Fort Myers, Florida, Executive shall not be required to relocate and, to the extent theExecutive cannot perform his duties hereunder as a result of such a move, his non-performance willnot constitute Cause (as defined below).3. *Compensation*.     (a) As full compensation for all services rendered to the Company pursuant to this Agreement,in whatever capacity rendered, (i) the Company will pay to Executive during the term hereof aminimum base salary at the rate of $225,000 per year (the “Basic Salary”), payable in accordancewith the usual payroll practices of the Company, and (ii) pursuant to Section 3(b), the Companywill issue to Executive 40,000 options for the Company’s common stock. The Basic Salary thereaftermay be increased, but not decreased, from time to time, by the Board of Directors in connectionwith reviews of Executive’s performance occurring no less frequently than annually and pursuant tothe same review process employed by the Board of Directors for the Company’s other executiveofficers; provided, however, that the Company will have no obligation to perform such review beforeApril 1, 2005.     (b) On the date hereof and pursuant to the Company’s FindWhat 1999 Stock Incentive Plan, theFindWhat.com Non-Qualified Stock Option Agreement dated February 1, 2004 between the Company andExecutive, and the FindWhat.com Incentive Stock Option Agreement dated February 1, 2004 between theCompany and Executive, the Company will issue to Executive options to acquire an aggregate of40,000 shares of the Company’s Common Stock, of which options to acquire a total of 10,000 sharesof the Company’s Common Stock will vest on each of the first four anniversaries of this Agreement.     (c) Executive will be entitled to receive incentive compensation pursuant to the terms ofplans adopted by the Board of Directors or its Compensation Committee from time to time. The Boardof Directors or its Compensation Committee, as applicable, shall review Executive’s performance onan annual basis and pursuant to the same review process employed by the Board of Directors for theCompany’s other executive officers; provided, however, that the Company will have no obligation toperform such review before April 1, 2005. In connection with such annual review, the Executive maybe entitled to receive additional stock option grants. Such options will be granted, if at all, inthe sole discretion of the Board of Directors or its Compensation Committee on terms and conditionsthey determine. Notwithstanding the foregoing, (i) if the Executive’s employment with the Companyis terminated by the Company without Cause (as defined below) or by Executive for Good Reason (asdefined below), or (ii) there is a Change in Control of the Company (as defined below), any stockoptions granted to Executive on or after the Effective Time shall immediately fully vest and remainexercisable during the Exercise Period (as defined in the FindWhat.com Non-Qualified Stock OptionAgreement dated February 1, 2004 between the Company andExecutive, and the FindWhat.com IncentiveStock Option Agreement dated February 1, 2004 between the Company and Executive) as if theExecutive were still employed by the Company.
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     4. *Business Expenses*. The Company shall promptly pay directly, or reimburse Executive for,all business expenses to the extent such expenses are paid or incurred by Executive during the termof employment in accordance with Company policy in effect from time to time and to the extent suchexpenses are reasonable and necessary to the conduct by Executive of the Company’s business andproperly substantiated. In addition, the Company will reimburse Executive for (a) during theCommute Period, all travel expenses between Ohio and Ft. Meyers, Florida and the cost of afurnished apartment in Ft. Meyers, Florida for Executive’s use, (b) bar dues and bar registrationfees payable to the Ohio and Florida State bar associations, (c) continuing legal education feesand related costs and expenses, and (d) up to $20,000 of reasonable expenses that Executive incursin relocating his household from metropolitan Columbus, Ohio area to Florida; provided, however,that the Company will not pay realtors’ or brokers’ fees and commissions in connection with thesale of his existing residence in Ohio or the purchase of a new residence in Florida.     5. *Benefits*. During the term of this Agreement and Executive’s employment hereunder, theCompany shall provide to Executive such insurance, vacation, sick leave and other like benefits asare provided to other executive officers of the Company from time to time. Executive will usehis reasonable best efforts to schedule vacation periods to minimize disruption of the Company’sbusiness.     6. *Term; Termination*.          (a) The Company shall employ the Executive, and the Executive accepts such employment, for aninitial term commencing on the date of this Agreement and ending on the first anniversary of thedate of this Agreement. Thereafter, this Agreement shall be extended automatically for additionaltwelve-month periods, unless terminated as described herein. Executive’s employment may beterminated at any time as provided in this Section 6. For purposes of this Section 6, “TerminationDate” shall mean the date on which any notice period required under this Section 6 expires or, ifno notice period is specified in this Section 6, the effective date of the termination referencedin the notice.          (b) The Company may terminate Executive’s employment without Cause (as defined below) upongiving 30 days’ advance written notice to Executive. If Executive’s employment is terminatedwithout Cause under this Section 6(b), the Executive shall be entitled to receive (A) the earnedbut unpaid portion of Executive’s Basic Salary and pro rata portion of Executive’s bonus, if any,through the Termination Date; (B) over a period of twelve (12) months following the TerminationDate (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of theTermination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts orbenefits owing to Executive under the then applicable employee benefit, long term incentive orequity plans and programs of the Company, which shall be paid or treated in accordance with Section3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits,(including, without limitation health, life,disability and pension) as if Executive were an employee during the Severance Period.
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          (c) The Company may terminate Executive’s employment upon a determination by the Company that“Cause” exists for Executive’s termination and the Company serves written notice of suchtermination upon Executive. As used in this Agreement, the term Cause shall refer only to any oneor more of the following grounds:          (i) commission of a material and substantive act of theft, including, but not limitedto, misappropriation of funds or any property of the Company;          (ii) intentional engagement in activities or conduct clearly injurious to the bestinterests or reputation of the Company which in fact result in material and substantialinjury to the Company;          (iii) refusal to perform his assigned duties and responsibilities (so long as theCompany does not assign any duties or responsibilities which would give the Executive GoodReason to terminate his employment as described in Section 6(e)) after receipt by Executiveof written detailed notice and reasonable opportunity to cure;          (iv) gross insubordination by Executive, which shall consist only of a willful refusalto comply with a lawful written directive to Executive issued pursuant to a duly authorizedresolution adopted by the Board of Directors (so long as the directive does not give theExecutive Good Reason to terminate his employment as described in Section 6(e));          (v) the clear violation of any of the material terms and conditions of this Agreementor any written agreement or agreements Executive may from time to time have with the Company(following 30 days’ written notice from the Company specifying the violation and Executive’sfailure to cure such violation within such 30 day period);          (vi) Executive’s substantial dependence, as determined by the Board of Directors of theCompany, on alcohol or any narcotic drug or other controlled or illegal substance whichmaterially and substantially prevents Executive from performing his duties hereunder;          (vii) the final and unappealable conviction of Executive of a crime which is a felonyor a misdemeanor involving an act of moral turpitude, or a misdemeanor committed inconnection with his employment by the Company, which causes the Company a substantialdetriment; and          (viii) Executive fails to have established a permanent residence in Florida by August1, 2004.In the event of a termination under this Section 6(c), the Company will pay Executive the earnedbut unpaid portion of Executive’s Basic Salary through the Termination Date. If any determinationof substantial dependence under Section 6(c)(vi) is disputed by the Executive, theparties hereto agree to abide by the decision of a panel of threephysicians appointed in the manner as specified in Section 6(d) of this Agreement.
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If any determination of “Cause” is madeunder items 6(c), (i), (ii), (iii), (iv), (v), or (vii) which Executive contests, Executive shallhave the opportunity, within 30 days of such determination, to personally appear in front of theBoard of Directors and present his case to the Board of Directors and have the Board of Directorsreconsider the determination of Cause.          (d) Executive’s employment shall terminate upon the death or permanent disability ofExecutive. For purposes hereof, “permanent disability,” shall mean the inability of the Executive,as determined by the Board of Directors of FindWhat.com, by reason of physical or mental illness toperform the duties required of him under this Agreement for more than 120 days in any 360 dayperiod. Upon a determination by the Board of Directors of FindWhat.com that Executive’s employmentshall be terminated under this Section 6(d), the Board of Directors shall give Executive 30 days’prior written notice of the termination. If Executive disputes a determination of the Board ofDirectors under this Section 6(d), the parties agree to abide by the decision of a panel of threephysicians. FindWhat.com will select a physician, Executive will select a physician and thephysicians selected by FindWhat.com and Executive will select a third physician. Executive agreesto make himself available for and submit to examinations by such physicians as may be directed bythe Company. Failure to submit to any examination shall constitute a breach of a material part ofthis Agreement. In the event of termination due to death or permanent disability, the Company willpay Executive, or his legal representative, the earned but unpaid portion of Executive’s BasicSalary through the Termination Date and the earned but unpaid portion of any vested incentivecompensation under and consistent with plans adopted by the Company prior to the Termination Date.          (e) The Executive may terminate his employment for Good Reason (as defined below) upon giving30 days advance written notice to the Company. If Executive’s employment is terminated with GoodReason under this Section 6(e), the Executive shall be entitled to receive (A) the earned butunpaid portion of Executive’s Basic Salary and pro rata portion of Executive’s bonus, if any,through the Termination Date; (B) over a period of twelve (12) months after the Termination Date anamount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) theTermination Bonus (as defined below); (C) any other amounts or benefits owing to Executive underthe then applicable employee benefit, long term incentive or equity plans and programs of theCompany, which shall be paid or treated in accordance with Section 3 hereof and otherwise inaccordance with the terms of such plans and programs; and (D) benefits, (including, withoutlimitation health, life, disability and pension) as if Executive were an employee during theSeverance Period. As used in this Agreement, the term “Good Reason” means any one or more of thefollowing grounds: (i) a change in Executive’s title(s), status, position orresponsibilities without Executive’s written consent, which does notrepresent a promotion from his existing status, position or responsibilities,despite Executive’s written notice to the Company of his objection to suchchange and the Company’s failure to address such notice in a reasonablefashion within 30 days of such notice;
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 (ii) the assignment to Executive of any duties orresponsibilities which are inconsistent with his status, position orresponsibilities as set forth in Section 2 hereof, despite Executive’swritten notice to the Company of his objection to such change and theCompany’s failure to address such notice in a reasonable fashion within 30days of such notice;  (iii) if there is a reduction in Executive’s Basic Salary;  (iv) if there is a Change in Control of the Company andExecutive terminates his employment during the “Window Period” (as definedbelow);  (v) a breach by the Company of any material term or provisionof this Agreement;  (vi) a relocation of the Company’s offices in Fort Myers,Florida to a location more than 35 miles from the current location; or  (vii) the Company fails to promote Executive to Senior VicePresident and General Counsel by October 31, 2004.          (f) The Executive may terminate his employment for any reason (other than Good Reason) upongiving 30 days’ advance written notice to the Company. If Executive’s employment is so terminatedunder this Section 6(f), the Company will pay Executive the earned but unpaid portion ofExecutive’s Basic Salary through the Termination Date and the earned but unpaid portion of anyvested incentive compensation under and consistent with plans adopted by the Company prior to theTermination Date.          (g) In the event of the Executive’s death during the Severance Period, payments of BasicSalary under this paragraph 6 and payments under the Company’s employee benefit plan(s) shallcontinue to be made in accordance with their terms during the remainder of the Severance Period tothe beneficiary designated in writing for such purpose by the Executive or, if no such beneficiaryis specifically designated, to the Executive’s estate.          (h) As used in this Agreement, the term “Bonus” shall mean any bonus, incentive compensationor any other cash benefit paid or payable to the Executive under any incentive compensation grantor plan, excluding signing bonuses and the Company’s stock option plan. For purposes of thisAgreement, the Executive’s “Termination Bonus” shall be equal to the amount of the Executive’sBonus for the four (4) fiscal quarters immediately preceding the Termination Date, provided,however, if there has been a Change in Control of the Company the Termination Bonus shall be anamount equal to the greater of (i) the preceding calculation or (ii) Executive’s Bonus for the four(4) fiscal quarters immediately preceding the Change in Control of the Company.          (i) As used in this Agreement, the term “Window Period” shall mean the period of time after aChange in Control in which Executive can terminate his employment with the Company for any reasonand the termination shall be deemed a termination for Good Reasonfor purposes of this Agreement. The Window Period begins180 days after a Change in Control and lasts for thirty (30) days.
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          (j) As used in this Agreement, the term “Change in Control” shall mean the occurrence of anyone of the following events:               (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities ofthe Company representing thirty-five percent (35%) or more, excluding in the calculation ofBeneficial Ownership securities acquired directly from the Company, of the combined voting power ofthe Company’s then outstanding voting securities;               (ii) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities ofthe Company representing fifty-one percent (51%) or more of the combined voting power of theCompany’s then outstanding voting securities;               (iii) the following individuals cease for any reason to constitute a majority of the number ofdirectors then serving: individuals who, on the Effective Time, constitute the Board and any newdirector (other than a director whose initial assumption of office is in connection with an actualor threatened election contest, including but not limited to a consent solicitation, relating tothe election of directors of the Company) whose appointment or election by the Board or nominationfor election by the Company’s stockholders was approved or recommended by a vote of the at leasttwo-thirds (2/3) of the directors then still in office who either were directors on the EffectiveTime or whose appointment, election or nomination for election was previously so approved orrecommended;               (iv) there is a consummated merger or consolidation of the Company or any direct or indirectsubsidiary of the Company with any other corporation, other than (A) a merger or consolidationwhich would result in the voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being converted into votingsecurities of the surviving or parent entity) more than fifty percent (50%) of the combined votingpower of the voting securities of the Company or such surviving or parent equity outstandingimmediately after such merger or consolidation or (B) a merger or consolidation effected toimplement a recapitalization of the Company (or similar transaction) in which no Person, directlyor indirectly, acquired twenty-five percent (25%) or more of the combined voting power of theCompany’s then outstanding securities (not including in the securities beneficially owned by suchPerson any securities acquired directly from the Company or its Affiliates); or               (v) the stock holders of the Company approve a plan of complete liquidation of the Company orthere is consummated an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets (or any transaction having a similar effect), other thana sale or disposition by the Company of all or substantially all of the Company’s assets to anentity, at least fifty percent (50%) of the combined voting power of the voting securities of whichare owned by stockholders of the Company in substantially the same proportions as their ownershipof the Company immediately prior to such sale.For purposes of this Section 6, the following terms shall have the following meanings:
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               (i) “Affiliate” shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgatedunder Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the“Exchange Act”);               (ii) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;                    (iii) “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, asmodified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1)the Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan ofthe Company, (3) an underwriter temporarily holding securities pursuant to an offering of suchsecurities or (4) a corporation owned, directly or indirectly, by the stockholders of the Companyin substantially the same proportions as their ownership of shares of Common Stock of the Company.     7. *Indemnity*.          (a) Subject only to the exclusions set forth in Section 7(b) hereof, the Company hereby agreesto hold harmless and indemnify Executive against any and all expenses (including attorneys’ fees),judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive inconnection with any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (excluding an action by or in the right of the Company)to which Executive is, was or at any time becomes a party, or is threatened to be made a party, byreason of the fact that Executive is, was or at any time becomes a director, officer, employee oragent of the Company, or is or was serving or at any time serves at the request of the Company as adirector, officer, employee or agent of another corporation, partnership, joint venture, trust orother enterprise.          (b) The Company hereof shall not indemnify Executive pursuant to Section 7(a):          (i) except to the extent the aggregate losses to be indemnified hereunder exceed theamount of such losses for which Executive is indemnified pursuant to any directors andofficers liability insurance purchased and maintained by the Company;          (ii) in respect to remuneration paid to Executive if it shall be determined by a finaljudgment or other final adjudication that such remuneration was in violation of law;          (iii) on account of any suit in which judgment is rendered against Executive for anaccounting of profits made from the purchase or sale by Executive of securities of theCompany pursuant to the provisions of Section 16(b) of the SecuritiesExchange Act of 1934 and amendments thereto or similar provisions of any federal, stateor local statutory law;
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          (iv) on account of Executive’s material breach of any provision of this Agreement;          (v) on account of Executive’s act or omission being finally adjudged to involveintentional misconduct, a knowing violation of law, or grossly negligent conduct; or          (vi) if a final decision by a Court having jurisdiction in the matter shall determinethat such indemnification is not lawful.          (c) All agreements and obligations of the Company contained herein shall continue during theperiod Executive is a director, officer, employee or agent of the Company (or is or was serving atthe request of the Company as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise) and shall continue thereafter so long asExecutive shall be subject to any possible claim or threatened, pending or completed action, suitor proceeding, whether civil, criminal or investigative, by reason of the fact that Executive wasan officer or director of the Company or serving in any other capacity referred to herein.          (d) Promptly after receipt by Executive of notice of the commencement of any action, suit orproceeding, Executive will, if a claim in respect thereof is to be made against the Company underthis Section 7, notify the Company of the commencement thereof; but the omission so to notify theCompany will not relieve it from any liability which it may have to Executive otherwise than underthis Section 7. With respect to any such action, suit or proceeding as to which Executive notifiesthe Company under this Section 7(d):          (i) The Company will be entitled to participate therein at its own expense.          (ii) Except as otherwise provided below, to the extent that it may wish, the Companyjointly with any other indemnifying party similarly notified will be entitled to assume thedefense thereof, with counsel selected by the Company. After notice from the Company toExecutive of its election so to assume the defense thereof, the Company will not be liableto Executive under this Section 7 for any legal or other expenses subsequently incurred byExecutive in connection with the defense thereof other than reasonable costs ofinvestigation or as otherwise provided below. Executive shall have the right to employ hiscounsel in such action, suit or proceeding but the fees and expenses of such counselincurred after notice from the Company of its assumption of the defense thereof shall be atthe expense of Executive, unless (A) the employment of counsel by Executive has beenauthorized by the Company, or (B) the Company shall not in fact have employed counsel toassume the defense of such action, in each of which cases the fees and expenses of counselshall be at the expense of the Company. TheCompany shall not be entitled to assume the defense of any action, suit or proceedingbrought by or on behalf of the Company.
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          (iii) The Company shall not be liable to indemnify Executive under this Agreement forany amounts paid in settlement of any action or claim effected without its written consent.The Company shall not settle in any manner that would impose any penalty or limitation onExecutive without Executive’s written consent. Neither the Company nor Executive willunreasonably withhold their consent to any proposed settlement.          (e) Executive agrees that Executive will reimburse the Company for all customary andreasonable expenses paid by the Company in defending any civil or criminal action, suit orproceeding against Executive in the event and only to the extent that it shall be ultimatelydetermined that Executive is not entitled to be indemnified by the Company for such expenses underthe provisions of Nevada law (or the laws of the Company’s state of incorporation at the time),federal securities laws, the Company’s By-laws or this Agreement.     8. *Certain Additional Payments by the Company.*          (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall bedetermined that any payment, award, benefit or distribution (or any acceleration of any payment,award, benefit or distribution) by the Company (or any of its affiliated entities) or any entitywhich effectuates a Change in Control (or any of its affiliated entities) to or for the benefit ofExecutive (whether pursuant to the terms of this Agreement or otherwise, but determined withoutregard to any additional payments required under this Section 8) (the “Payments”) would be subjectto the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the“Code”), or any interest or penalties are incurred by Executive with respect to such excise tax(such excise tax, together with any such interest and penalties, are hereinafter collectivelyreferred to as the “Excise Tax”), then the Company shall pay to Executive an additional payment (a“Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including anyExcise Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Paymentequal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of anydeductions disallowed because of the inclusion of the Gross-up Payment in Executive’s adjustedgross income and the highest applicable marginal rate of federal income taxation for the calendaryear in which the Gross-up Payment is to be made. For purposes of determining the amount of theGross-up Payment, the Executive shall be deemed to (i) pay federal income taxes at the highestmarginal rates of federal income taxation for the calendar year in which the Gross-up Payment is tobe made, and (ii) pay applicable state and local income taxes at the highest marginal rate oftaxation for the calendar year in which the Gross-up Payment is to be made, net of the maximumreduction in federal income taxes which could be obtained from deduction of such state and localtaxes. Notwithstanding the foregoing provisions of this Section 8(a), if it shall be determinedthat Executive is entitled to a Gross-Up Payment, but that the Payments would not be subject to theExcise Tax if the Payments were reduced by an amount that is less than 5% of the portion of thePayments that would be treated as “parachute payments” under Section 280G of the Code, then theamounts payable to Executive under this Agreement shall be reduced (but not below zero) to themaximum amount that couldbe paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-UpPayment shall be made to Executive. The reduction of the amounts payable hereunder, if applicable,shall be made by reducing first the payments under Section 8,unless an alternative method ofreduction is elected by Executive. For purposes of reducing the Payments to the Safe Harbor Cap,only amounts payable under this Agreement (and no other Payments) shall be reduced.
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          If the reduction of the amounts payable hereunder would not result in a reduction of thePayments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuantto this provision.          (b) Subject to the provisions of Section 8(a), all determinations required to be made underthis Section 8(b), including whether and when a Gross-Up Payment is required, the amount of suchGross-Up Payment, the reduction of the Payments to the Safe Harbor Cap and the assumptions to beutilized in arriving at such determinations, shall be made by the public accounting firm that isretained by the Company as of the date immediately prior to the Change in Control (the “AccountingFirm”) which shall provide detailed supporting calculations both to the Company and Executivewithin fifteen (15) business days of the receipt of notice from the Company or the Executive thatthere has been a Payment, or such earlier time as is requested by the Company (collectively, the“Determination”). In the event that the Accounting Firm is serving as accountant or auditor for theindividual, entity or group effecting the Change in Control, Executive may appoint anothernationally recognized public accounting firm to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expensesof the Accounting Firm shall be borne solely by the Company and the Company shall enter into anyagreement requested by the Accounting Firm in connection with the performance of the serviceshereunder. The Gross-up Payment under this Section 8 with respect to any Payments shall be made nolater than thirty (30) days following such Payment. If the Accounting Firm determines that noExcise Tax is payable by Executive, it shall furnish Executive with a written opinion to sucheffect, and to the effect that failure to report the Excise Tax, if any, on Executive’s applicablefederal income tax return will not result in the imposition of a negligence or similar penalty. Inthe event the Accounting Firm determines that the Payments shall be reduced to the Safe Harbor Cap,it shall furnish Executive with a written opinion to such effect. The Determination by theAccounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty inthe application of Section 4999 of the Code at the time of the Determination, it is possible thatGross-up Payments which will not have been made by the Company should have been made(“Underpayment”) or Gross-up Payments are made by the Company which should not have been made(“Overpayment”), consistent with the calculations required to be made hereunder. In the event thatthe Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax,the Accounting Firm shall determine the amount of the Underpayment that has occurred and any suchUnderpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code)shall be promptly paid by the Company to or for the benefit of Executive. In the event the amountof the Gross-up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax,the Accounting Firm shall determine the amount of the Overpayment that has been made and any suchOverpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shallbe promptly paid by Executive (to the extent he has received arefund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for thebenefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by theCompany, with any reasonable requests by the Company in connectionwith any contests or disputeswith the Internal Revenue Service in connection with the Excise Tax.
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     9. *Assignment*. This Agreement is personal to Executive and Executive may not assign ordelegate any of his rights or obligations hereunder. Subject to the foregoing, this Agreementshall be binding upon and inure to the benefit of the respective parties hereto, their heirs,executors, administrators, successors and assigns.     10. *Waiver*. Neither any failure nor any delay by any party in exercising any right, power orprivilege under this Agreement or any of the documents referred to in this Agreement will operateas a waiver of such right, power or privilege, and no single or partial exercise of any such right,power or privilege will preclude any other or further exercise of such right, power or privilege orthe exercise of any other right, power or privilege. To the maximum extent permitted by applicablelaw, (a) no claim or right arising out of this Agreement or any of the documents referred to inthis Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation ofthe claim or right unless in a written document signed by the other party, (b) no waiver that maybe given by a party will be applicable except in the specific instance for which it is given, and(c) no notice to or demand on one party will be deemed to be a waiver of any obligation of thatparty or of the right of the party giving such notice or demand to take further action withoutnotice or demand as provided in this Agreement or the documents referred to in this Agreement.     11. *Notices*. Any and all notices required or permitted to be given under this Agreement willbe sufficient and deemed effective three (3) days following deposit in the United States mail iffurnished in writing and sent by certified mail to Executive at:FindWhat.com