Unassociated Document


    

      


      


      PURCHASE
        AGREEMENT 

      


      DATED
        AS OF 

      


      DECEMBER
        1, 2005 

      


      AMONG
        

      


      ANSWERS
        CORPORATION,
        as Buyer,

      


      BRAINBOOST
        PARTNERSHIP, as Seller,

      


      ASSAF
        ROZENBLATT

      


      EDO
        SEGAL

      


      AND
        JON MEDVED

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS
        PURCHASE AGREEMENT (the
        “Agreement”) is made and entered into as of December 1, 2005 among
        ANSWERS
        CORPORATION,
        a
        Delaware corporation ("Buyer"), BRAINBOOST Partnership, a New York partnership
        (the "Seller") and Assaf Rozenblatt, Edo Segal and Jon Medved (collectively,
        the
        "Partners" and individually, a “Partner”). 

      


      WHEREAS,
        the
        Seller owns all of the issued and outstanding membership interests of Brainboost
        Technology, LLC, a Delaware limited liability company (the “Company”) which is
        engaged in the business set forth on Schedule A of this Agreement (the
“Business”); and

      


      WHEREAS,
        the
        Seller desires to sell to the Buyer, and the Buyer desires to purchase from
        the
        Seller, all of the issued and outstanding membership interests of the
        Company;

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual promises hereinafter set forth, and for other
        good
        and valuable consideration, the receipt and adequacy of which are hereby
        acknowledged, the parties hereto, intending to be legally bound, agree as
        follows: 

      


      ARTICLE
        1. 

      


      PURCHASE
        AND SALE OF THE INTERESTS 

      


      1.1.
        PURCHASE AND SALE. In accordance with the provisions of this Agreement, the
        Seller hereby sells, transfers, assigns and delivers free from all liens,
        charges and Encumbrances to the Buyer, and the Buyer hereby purchases, acquires
        and accepts from the Seller, the right, title and interest in and to all
        of the
        membership interests of the Company (the “Interests”).

      


      1.2.
        EXCLUDED LIABILITIES. The Buyer shall not assume or be bound by any obligations
        or liabilities of the Seller or any affiliate of the Seller (other than the
        Company), of any kind or nature, known, unknown, accrued, absolute, contingent
        or otherwise, whether now existing or hereafter arising.

      


      1.3.
        PURCHASE PRICE. 

      


      (a)
        PAYMENT OF CONSIDERATION. The aggregate purchase price payable for the Interests
        consists of: 

      


      (i)
        an
        aggregate of $4,000,000 in cash (the "Cash Consideration") less $75,000
        previously paid to the Seller and the Partners pursuant to the Letter Agreement
        dated September 9, 2005, as amended October 31, 2005 and November 17, 2005,
        among the Seller, the Buyer and the owners of the partnership interests of
        the
        Seller; and

      


      (ii)
        Four
        Hundred and Thirty Nine Thousand (439,000) shares, being such number of shares
        of common stock, $0.001 par value per share, of the Buyer (the “Stock
        Consideration”) as have an aggregate value of approximately Four Million Five
        Hundred Thousand ($4,500,000) Dollars based upon $10.2575 per share (the
        “Closing Price”).

      


      (b)
        COMMON STOCK PRICE PROTECTION RIGHT. 

      


      
        	 	
                (i)

              	
                Notwithstanding
                  anything contained in this Section 1.3 to the contrary, in the
                  event that
                  the average closing price of the Buyer’s common stock on the NASDAQ
                  National Market (or other principal exchange the Buyer’s common stock is
                  traded on) for the 20 consecutive trading days (“Average Closing Price”)
                  immediately preceding the one year anniversary of the Closing Date
                  (the
                  “Anniversary”), is less than the Closing Price, the Buyer at its option
                  shall, with respect only to any of the Stock Consideration held
                  by the
                  Seller and/or the Partners on the Anniversary (subject to Section
                  1.3(b)(ii)), either (A) repurchase in cash such portion of the
                  Stock
                  Consideration at the Closing Price or (B) pay the Seller in cash
                  for each
                  such share the difference between the Closing Price and the Average
                  Closing Price immediately preceding the Anniversary. The Buyer
                  shall have
                  30 days after the Anniversary (the “Election Period”) in which to notify
                  the Seller of its election whether to repurchase the relevant portion
                  of
                  the Stock Consideration or pay such difference between the Closing
                  Price
                  and the Average Closing Price immediately preceding the Anniversary
                  and to
                  close the transaction (the “Adjustment Closing”). Notwithstanding the
                  foregoing, the Seller and its Partners may sell any or all of the
                  Stock
                  Consideration during the Election Period. For any of the Stock
                  Consideration sold during the Election Period and prior to the
                  Adjustment
                  Closing at a price higher than the Average Closing Price immediately
                  preceding the Anniversary but lower than the Closing Price, the
                  Buyer
                  shall pay the Seller in cash for each such share sold, the difference
                  between the Average Closing Price immediately preceding the Anniversary
                  and such higher price. If at any time after the date hereof, the
                  number of
                  outstanding shares of Common Stock of the Buyer is (i) increased
                  by a
                  stock dividend payable in shares of Common Stock or by a subdivision
                  or
                  split of shares of such class of Common Stock or (ii) decreased
                  by a
                  combination or reverse split of shares of Common Stock, then, following
                  the record date fixed for the determination of holders of Common
                  Stock
                  entitled to receive the benefits of such stock dividend, subdivision,
                  split-up, reverse split-up or combination, the Closing Price shall
                  be
                  proportionately reduced, in the case of an increase in shares of
                  Common
                  Stock outstanding, or proportionately increased, in the case of
                  a decrease
                  in shares of Common Stock outstanding, in both cases by the ratio
                  which
                  the total number of shares of Common Stock to be outstanding immediately
                  after such event bears to the total number of shares of Common
                  Stock
                  outstanding immediately prior to such
                  event.

              


      

      


      
        
          
          

        

        
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                (ii)

              	
                If
                  upon written notice, at any time prior to the Anniversary, (A)
                  the Buyer
                  notifies the Seller and the Partners (“Notification Date”) that the
                  Average Closing Price immediately preceding the Notification Date
                  is 130%
                  or more of the Closing Price, (B) the Seller was not restricted
                  from
                  selling any of the Stock Consideration by Buyer during the 20 consecutive
                  trading days immediately preceding the Notification Date (the
                  “Unrestricted Shares”), (C) the Registration Statement (as defined herein)
                  is effective as to the Unrestricted Shares and (D) the Seller has
                  not
                  received notification from the Company that it is not able to sell
                  under
                  the Registration Statement as the result of the existence of a
                  Potential
                  Material Event (as defined in the Registration Rights Agreement)
                  , then
                  such Unrestricted Shares shall not be subject to the Common Stock
                  Price
                  Protection Right referred to in Section 1.3(b)(i). Notwithstanding
                  the
                  foregoing, in the event that the Seller and/or the Partners fail
                  to
                  materially transfer Intellectual Property Rights (including any
                  related
                  know-how) the Buyer will be acquiring pursuant to this Agreement,
                  the
                  Common Stock Price Protection Right referred to in Section 1.3(b)(i)
                  shall
                  be null and void with respect to any of the Stock Consideration
                  held,
                  directly or indirectly, by Assaf Rozenblatt. The failure of Mr.
                  Rozenblatt
                  to voluntarily terminate his employment with the Buyer prior to
                  the
                  Anniversary (for reasons other than disability or death) or the
                  failure of
                  the Buyer to terminate his employment pursuant to Sections 3.4(i),
                  (ii) or
                  (iv) of the Employment Agreement (as defined herein)) prior to
                  the
                  Anniversary, shall constitute an irrebutable presumption and conclusive
                  proof that the Intellectual Property Rights (including any related
                  know-how) have been materially transferred. Termination of the
                  Employment
                  Agreement by the Buyer pursuant to Sections 3.4(i), (ii) or (iv)
                  of the
                  Employment Agreement prior to the Anniversary or the voluntary
                  termination
                  by Mr. Rozenblatt of his employment with the Company (for reasons
                  other
                  than disability or death) prior to the Anniversary shall constitute
                  an
                  irrebutable presumption and conclusive proof that the Intellectual
                  Property Rights (including any related know-how) have not been
                  materially
                  transferred. 

              


      

      


      
        
          
          

        

        
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      (c)
        COMMON STOCK LOCK-UP. The Seller agrees not to sell, assign, transfer, pledge,
        hypothecate or otherwise dispose of any of the Stock Consideration until
        after
        the Anniversary (the “Lock-up Agreement”), except that (i) 1/12 of the Stock
        Consideration shall be released from the Lock-up Agreement each 30 day period
        after the date hereof for the first 6 months after the date hereof, (ii)
        an
        additional 25% of the Stock Consideration shall be released from the Lock-up
        Agreement 270 days after the date hereof and (iii) the remaining Stock
        Consideration shall be released from the Lock-up Agreement 365 days after
        the
        date hereof. By way of clarification, the release of the Stock Consideration
        from the Lock-up Agreement shall be cumulative, such that for example, 6
        months
        after the date hereof 50% of the Stock Consideration shall be eligible for
        sale.
        Upon notice to the Seller and the Partners, the Buyer has the right, in its
        sole
        discretion, to terminate the Lock-up Agreement at any time after the
        Registration Statement has been declared effective. Notwithstanding the
        foregoing, provided the Common Stock Price Protection remains in effect,
        the
        Seller agrees not to sell any of the Stock Consideration for the 45 days
        prior
        to the Anniversary. 

      


      (d)
        REGISTRATION RIGHTS. The Buyer shall file a registration statement with respect
        to the Stock Consideration, in accordance with the registration rights agreement
        (the “Registration Rights Agreement”) in the form attached hereto as EXHIBIT
        A.

      


      (e)
        TAXES. Each party hereto shall pay any and all municipal, county, state and
        federal sales and documentary transfer taxes, impositions, liens, leases,
        assessments and similar charges if any, incurred by such party in connection
        with the transaction contemplated by this Agreement. Each party shall in
        a
        timely manner sign and swear to any return, certificate, questionnaire or
        affidavit as to matters within its knowledge required in connection with
        the
        payment of any such tax. 

      


      (f)
        ESCROW AGREEMENT. 

      


      (i)
        Reference is hereby made to the Escrow Agreement to be dated as of the Closing
        Date (as defined herein) among the Seller, the Buyer, each of the Partners
        and a
        mutually agreeable escrow agent (the “Escrow Agent”) substantially in the form
        attached hereto as EXHIBIT B (the “Escrow Agreement”). The Escrow Agreement is
        to be entered into for the purposes of securing the Seller’s obligation to
        materially transfer the Intellectual Property Rights (and related know-how)
        and
        the indemnification obligations of the Seller and the Partners under Article
        7
        as more fully set forth in such Escrow Agreement. 

      


      (ii)
        At
        the Closing Date, Buyer shall cause to be deposited with the Escrow Agent
        to be
        held by the Escrow Agent and distributed subject to the terms of the Escrow
        Agreement all of the Stock Consideration to be paid to the Seller and stock
        powers duly endorsed by the Seller in blank for transfer of such shares (the
        “Escrowed Shares”) shall be held by the Escrow Agent for the purposes of
        securing the Seller’s obligation to materially transfer the Intellectual
        Property Rights (and related know-how) and the indemnification obligations
        of
        the Seller and the Partners under Article 7 as more fully set forth in such
        Escrow Agreement.

      


      1.4.
        CLOSING. The closing of the transactions contemplated hereunder (the "Closing")
        will take place on the date hereof (the "Closing Date"), unless another date
        is
        agreed to in writing by the parties. The Closing shall take place at the
        offices
        of Sichenzia Ross Friedman Ference LLP, 1065 Avenue of the Americas, New
        York,
        New York 10018, unless another place is agreed to in writing by the parties.
        At
        the Closing,

      


      
        	 	
                (a)

              	
                the
                  Buyer shall:

              


      

      


      
        	 	
                (i)

              	
                pay
                  the Cash Consideration to the Seller by wire transfer of immediately
                  available funds to such bank account as the Seller shall direct
                  in
                  writing;

              


      

      


      
        	 	
                (ii)

              	
                deliver
                  to American Stock Transfer and Trust Company, the escrow agent,
                  pursuant
                  to the Escrow Agreement entered into on the date hereof among the
                  Buyer,
                  the Seller and each of the Partners, an original certificate representing
                  all of the Stock Consideration, all validly issued, fully paid,
                  non-assessable, not subject to any preemptive rights and free and
                  clear of
                  all liens, claims or Encumbrances other than those created hereby,
                  but
                  subject to a restrictive legend and lockup as set forth in Sections
                  1.3(c)
                  and 6.1(b);

              


      

      


      
        
          
          

        

        
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                (iii)

              	
                deliver
                  to the Seller the certificates of the Chief Executive Officer of
                  the Buyer
                  described in Sections 5.3(a) and (b)
                  hereof;

              


      

      


      
        	 	
                (iv)

              	
                deliver
                  to the Seller, the Registration Rights Agreement, the Escrow Agreement,
                  and the Employment Agreement, each duly executed by the Buyer;
                  and

              


      

      


      
        	 	
                (v)

              	
                deliver
                  to the Seller, such other documents as the Seller or Sellers’ counsel may
                  reasonably request to demonstrate satisfaction of the conditions
                  and
                  compliance with the covenants set forth in this Agreement;
                  and

              


      

      


      
        	 	
                (b)

              	
                the
                  Seller shall deliver, or cause to be delivered, to the
                  Buyer:

              


      

      


      
        	 	
                (i)

              	
                instruments
                  of transfer, assignment and conveyance in form and substance satisfactory
                  to the Buyer and its counsel, evidencing the sale of the Interests
                  to the
                  Buyer;

              


      

      


      
        	 	
                (ii)

              	
                the
                  certificates of Assaf Rozenblatt, on behalf the Seller described
                  in
                  Sections 5.2(a) and (b) hereof;

              


      

      


      
        	 	
                (iii)

              	
                the
                  Registration Rights Agreement and the Escrow Agreement, duly executed
                  by
                  the Seller and each of the Partners; the Letter Representation
                  (as defined
                  herein), duly executed by the Seller and Assaf Rozenblatt; and
                  the
                  Employment Agreement and Employee Confidentiality Agreement, each
                  duly
                  executed by Assaf Rozenblatt; and 

              


      

      


      
        	 	
                (iv)

              	
                such
                  other documents as the Buyer or its counsel may reasonably request
                  to
                  demonstrate satisfaction of the conditions and compliance with
                  the
                  covenants set forth in this
                  Agreement.

              


      

      


      1.5.
        POST-CLOSING ACCESS. 

      


      (a) After
        the
        Closing, the Buyer shall provide to the Seller and its accountants and
        attorneys, for any reasonable legal or business purpose, including defending
        third party claims and preparing such tax returns of the Seller and the Company
        as may be reasonably required after the Closing, copies of relevant portions
        of
        the books and records of Seller and the Company delivered to the Buyer under
        this Agreement.

      


      (b) After
        the
        Closing, the Seller shall provide to the Buyer and its accountants and
        attorneys, for any reasonable legal or business purpose, including defending
        third party claims and preparing such tax returns of Buyer as may be reasonably
        required after the Closing, copies of relevant portions of the books and
        records
        of Buyer delivered to the Seller under this Agreement. In addition, Seller
        shall
        afford Buyer and its accountants and other representatives reasonable access
        to
        all of Seller’s books and records as Buyer may reasonably request.

      


      1.6.
        FURTHER ASSURANCES. Each party shall, from time to time on being reasonably
        required to do so by the other party, now or at any time in the future, do
        or
        procure the doing of all such acts and/or execute or procure the execution
        of
        all such documents in a form reasonably satisfactory to the other party as
        the
        other party may reasonably consider necessary for giving full effect to this
        Agreement and securing to the other party the full benefit of the rights,
        powers
        and remedies conferred upon the other party in this Agreement.

      


      
        
          
          

        

        
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      ARTICLE
        2. 

      


      REPRESENTATIONS
        AND WARRANTIES 

      


      As
        used
        with respect to the Seller or the Buyer, as the case may be, the term "Material
        Adverse Effect" or "Material Adverse Change" means (i) any change,
        event,
        inaccuracy, violation, circumstance or effect, individually or in the aggregate,
        that has or is reasonably likely to have a material adverse effect on the
        business, assets (including intangible assets), operations, results of
        operations, properties or financial condition of the party and its subsidiaries
        taken as a whole, other than changes or effects (A) caused by changes
        in
        general economic or securities markets conditions, (B) that affect
        the
        business in which such party and its subsidiaries operate in general and
        that do
        not have a materially disproportionate effect on such party and its subsidiaries
        or (C) resulting from the announcement or proposed consummation of
        this
        Agreement and the transactions contemplated hereby (including any security
        holder class action litigation arising from allegations of a breach of fiduciary
        duty relating to this Agreement).

      


      2.1.
        REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PARTNERS. Except
        as
        otherwise set forth in the disclosure schedule delivered by the Seller to
        the
        Buyer concurrently with the execution of this Agreement (the "Seller Disclosure
        Schedule"), the Seller and the Partners jointly and severally represent and
        warrant to the Buyer as set forth below. Each exception set forth in the
        Seller
        Disclosure Schedule, and any other information included in the Seller Disclosure
        Schedule, is identified by reference to, or has been grouped under a heading
        referring to, a specific individual section or subsection of this Agreement
        (which grouping shall be for reference purposes only); any disclosure in
        the
        Seller Disclosure Schedule shall be deemed to be disclosed for the purpose
        of
        any section or subsection of this Agreement to which the applicability of
        such
        disclosure is reasonably apparent from such disclosure. Inclusion of any
        information in the Seller Disclosure Schedule shall not be construed as an
        admission that such information is material to the Seller or any of its
        Subsidiaries or was not entered into in the ordinary course of
        business.).
        

      


      (a)
        ORGANIZATION; GOOD STANDING; QUALIFICATION AND POWER. The Seller (i) is a
        partnership duly organized, validly existing and in good standing under the
        laws
        of the State of New York, (ii) has all requisite power and authority to (A)
        own,
        lease and operate its properties and assets and to carry on its business
        as now
        being conducted, (B) to enter into this Agreement, (C) to perform its
        obligations hereunder and thereunder, and (D) to consummate the transactions
        contemplated hereby and thereby, and (iii) is duly qualified and in good
        standing to do business in those jurisdictions listed in Section 2.1(a) of
        the
        Seller Disclosure Schedule being all of the jurisdictions, in which the failure
        to be so qualified and in good standing could reasonably be expected to have
        a
        Material Adverse Effect on the Seller. The Seller has delivered to the Buyer
        true, correct and complete copies of the partnership agreement of the Seller,
        as
        amended to the date hereof. The Company (i) is a limited liability company
        duly
        organized, validly existing and in good standing under the laws of the State
        of
        Delaware, (ii) has all requisite limited liability company power and authority
        to own, lease and operate its properties and assets and to carry on its business
        as now being conducted, and (iii) is duly qualified and in good standing
        to do
        business in those jurisdictions listed in Section 2.1(a) of the Seller
        Disclosure Schedule being all of the jurisdictions, in which the failure
        to be
        so qualified and in good standing could reasonably be expected to have a
        Material Adverse Effect on the Company. The Seller has delivered to the Buyer
        true, correct and complete copies of the operating agreement of the Company,
        including all amendments (the “Operating Agreement”) and the Certificate of
        Formation of the Company. 

      


      (b)
        AUTHORITY; NO CONSENTS. The execution, delivery and performance by the Seller
        of
        this Agreement and the consummation of the transactions contemplated hereby
        have
        been duly and validly authorized by all necessary action on the part of the
        Seller; and this Agreement when executed and delivered by the Seller will
        be,
        duly and validly executed and delivered by the Seller; and this Agreement
        is a
        valid and binding obligation of the Seller, enforceable against the Seller
        in
        accordance with its terms, when executed and delivered by the Seller, will
        be a
        valid and binding obligation of the Seller, enforceable against the Seller
        in
        accordance with its terms, except as such enforceability may be limited by
        equitable principles and by applicable bankruptcy, insolvency, reorganization,
        arrangement, moratorium and similar laws relating to or affecting the rights
        of
        creditors generally. Except as set forth in Section 2.1(b) of the Seller
        Disclosure Schedule, neither the execution, delivery and performance of this
        Agreement nor the consummation by the Seller of the transactions contemplated
        hereby, or thereby nor compliance by the Seller with any provision hereof
        or
        thereof will (A) conflict with, (B) result in any violation of, (C) cause
        default under (with or without due notice, lapse of time or both), (D) give
        rise
        to any right of termination, amendment, cancellation or acceleration of any
        obligation contained in or the loss of any material benefit under or (E)
        result
        in the creation of any Encumbrance on or against any assets, rights or property
        of the Seller or the Company under any term, condition or provision of (x)
        any
        instrument, contract or agreement to which the Seller or the Company is a
        party,
        or by which the Seller or the Company or any of their respective properties,
        assets or rights may be bound, (y) any law, statute, rule, regulation, order,
        writ, injunction, decree, permit, concession, license or franchise of any
        Governmental Authority applicable to the Seller or the Company or any of
        their
        respective properties, assets or rights or (z) the Seller's partnership
        agreement or the Operating Agreement except with respect to clauses (x) or
        (y)
        above, any such conflict, violation, default, right of termination, amendment,
        cancellation or acceleration or Encumbrance which could not reasonably be
        expected to have a Material Adverse Effect. Except as set forth on Section
        2.1(b) of the Seller Disclosure Schedule, no permit, authorization, consent
        or
        approval of or by, or any notification of or filing with, any Governmental
        Authority or other person is required in connection with the execution, delivery
        and performance by the Seller of this Agreement or the consummation by the
        Seller of the transactions contemplated hereby or thereby, except such consents,
        waivers, authorizations, filings, approvals and registrations which if not
        obtained or made are not reasonably likely to result in a Material Adverse
        Effect or materially impair the ability of the Seller and each of the Partners
        to consummate the transactions contemplated by this Agreement. As used in
        this
        Agreement, the term "Encumbrances" shall mean and include security interests,
        mortgages, liens, pledges, guarantees, charges, easements, reservations,
        restrictions, clouds, equities, rights of way, options, rights of first refusal
        and all other encumbrances, whether or not relating to the extension of credit
        or the borrowing of money; the term “Encumbrances” shall not mean or include any
        claim or liability for any infringement or other violation of any third-party
        Intellectual Property Right.

      


      
        
          
          

        

        
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      (c)
        CAPITALIZATION. The
        only
        equity interests in the Company are the Interests. The Interests are valid
        membership interests entitled to the rights, powers and privileges set forth
        in
        the Operating Agreement. Except for the obligations set forth in this Agreement,
        no party has any right or obligation to purchase or sell, or any option or
        similar right to purchase, any membership interest in the Company. The Interests
        are freely transferable to the Buyer pursuant to the terms of this Agreement.
        The Company has not issued any securities other than the Interests. The
        Interests were not issued in violation of any federal or state securities
        law or
        any other legal requirement. Other than this Agreement, there are no outstanding
        subscriptions, rights, options, warrants, conversion rights, agreements or
        other
        claims for the purchase or acquisition from the Company or the Seller of
        any
        membership interests of the Company or any other securities of the Company
        or
        obligating the Company to issue, repurchase or otherwise acquire any membership
        interests of the Company or any other securities of the Company or any
        securities convertible into, exercisable or exchangeable for, or otherwise
        entitling the holder to acquire any membership interests of the Company or
        any
        other securities of the Company.

      


      (d)
        RIGHT
        TO TRANSFER. The Seller has good and valid legal title to the Interests and
        full
        beneficial ownership thereof and full legal right and power to transfer and
        deliver to the Buyer such Interests in the manner provided in this Agreement,
        and upon the purchase of such Interests pursuant to the terms of this Agreement,
        the Buyer will receive good and valid legal title thereto and full beneficial
        ownership thereof, free and clear of all liens, restrictions, Encumbrances
        and
        rights of others of any kind other than those created or permitted by the
        Buyer.

      


      (e)
        OTHER
        EQUITY INTERESTS. The Company does not have, and has not had at any time,
        any
        direct or indirect equity interest in any other corporation, partnership,
        joint
        venture, limited liability company or other entity or any commitment to acquire
        any such equity interest.

      


      (f)
        FINANCIAL INFORMATION. 

      


      (i)
        Attached as Section 2.1(f) to the Seller Disclosure Schedule are the following
        financial statements (collectively, the "Seller Financial Statements"):


      


      (1)
        the
        unaudited balance sheet of the Seller as at August 31, 2005 (the “Seller Interim
        Balance Sheet”) and 2004 and the related statements of operations, cash flow and
        partners' equity for the nine-month periods then ended, prepared by the Seller
        (the "Seller Interim Financial Statements"); and 

      


      
        
          
          

        

        
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      (2)
        the
        unaudited balance sheets of the Seller as at December 31, 2004 and the interim
        balance sheet as of August 31, 2005, the related unaudited statements of
        operations, cash flow and partners' equity for the periods then ended, prepared
        by the Seller (the “Seller Unaudited Financial Statements”). 

      


      (ii)
        The
        Seller Financial Statements (A) are in accordance with the books and records
        of
        the Seller and (B) fairly present the financial condition of the Seller as
        at
        the respective dates indicated and the results of operations of the Seller
        for
        the respective periods indicated. 

      


      (iii)
        The
        Seller maintains accurate books and records reflecting its assets and
        liabilities. 

      


      (iv)
        The
        books of account, membership interest books and other records of the Company,
        all of which have been made available to the Buyer by the Seller, are true,
        correct and complete.

       

      (g)
        ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth in Section 2.1(g)
        of the
        Seller Disclosure Schedule, at December 31, 2004, with respect to the Seller's
        Balance Sheet as of such date (the "Current Year-End Balance Sheet"; and
        the
        date thereof being the "Current Year-End Balance Sheet Date"), and at August
        31,
        2005, with respect to the Seller Interim Balance Sheet, respectively, (i)
        the
        Seller had no liability or obligation of any nature (whether known or unknown,
        matured or unmatured, fixed or contingent, secured or unsecured, accrued,
        absolute or otherwise ("Liability")) required to be set forth on the Current
        Year-End Balance Sheet or the Seller Interim Balance Sheet, respectively,
        in
        order for the Current Year-End Balance Sheet and the Seller Interim Balance
        Sheet, respectively, to fairly present the financial condition of the Seller
        at
        the respective dates thereof, which was not provided for or disclosed thereon,
        and (ii) all liability reserves established by the Seller and set forth thereon
        were adequate for all such Liabilities at the respective dates thereof. There
        were no material loss contingencies (as such term is used in Statement of
        Financial Accounting Standards No. 5 issued by the Financial Accounting
        Standards Board in March 1975 ("FAS No. 5")) which were not adequately provided
        for on the Current Year-End Balance Sheet and the Seller Interim Balance
        Sheet,
        respectively, as required by FAS No. 5. As of the date hereof, the Company
        does
        not have any Liabilities, except for liability for taxes on revenue received
        since its inception on November 23, 2005, which revenue does not exceed $5,000
        and will be tendered to Buyer upon receipt.

      


      (h)
        ABSENCE OF CHANGES. Except as set forth in Section 2.1(h) of the Seller
        Disclosure Schedule, since the Seller Current Year-End Balance Sheet Date,
        the
        Seller has been operated in the ordinary course, and there has not been:
        

      


      (i)
        any
        Material Adverse Change in the business, assets, properties, Liabilities,
        operations, results of operations, condition (financial or otherwise), prospects
        or affairs of the Seller 

      


      (ii)
        any
        damage, destruction or loss, whether or not covered by insurance, having
        or
        which are reasonably likely to result in a Material Adverse Effect;


      


      (iii)
        any
        Liability in excess of $15,000 created, assumed, guaranteed or incurred,
        or any
        material transaction, contract or commitment entered into, by the Seller,
        other
        than the license, sale or transfer of the Seller's products to customers
        in the
        ordinary course of business; 

      


      (iv)
        any
        payment, discharge or satisfaction of any material Encumbrance or Liability
        by
        the Seller or any cancellation by the Seller of any material debts or claims
        or
        any amendment, termination or waiver of any rights of material value to the
        Seller; 

      


      (v)
        any
        declaration, setting aside or payment of any dividend or other distribution
        of
        any assets of any kind whatsoever with respect to any partnership interests
        of
        the Seller, or any direct or indirect redemption, purchase or other acquisition
        of any such partnership interests of the Seller; 

      


      (vi)
        any
        issuance by the Seller of any shares of its partnership interests or any
        debt
        security or any Equity Rights; 

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (vii)
        any
        license, sale, transfer, pledge, mortgage or other disposition of any material
        tangible or intangible asset (including any Intellectual Property Rights)
        of the
        Seller, other than in the ordinary course of business; 

      


      (viii)
        any termination of, or written indication of an intention to terminate or
        not
        renew, any material contract, license, commitment or other agreement between
        the
        Seller and any other person; 

      


      (ix)
        any
        material write-down or write-up of the value of any asset of the Seller,
        or any
        material write-off of any accounts receivable or notes receivable of the
        Seller
        or any portion thereof; 

      


      (x)
        any
        increase in or modification of compensation payable or to become payable
        to any
        officer employee consultant or agent of the Seller, or the entering into
        of any
        employment contract with any officer or employee; 

      


      (xi)
        any
        increase in or modification or acceleration of any benefits payable or to
        become
        payable under any bonus, pension, severance, insurance or other benefit plan,
        payment or arrangement made to, for or with any officer, employee, consultant
        or
        agent of the Seller; 

      


      (xii)
        any
        loan, advance or capital contribution to or investment in any person or the
        engagement in any transaction with any employee, officer or securityholder
        of
        the Seller, other than advances to employees in the ordinary course of business
        for travel and similar business expenses 

      


      (xiii)
        any change in the accounting methods or practices followed by the Seller
        or any
        change in depreciation or amortization policies or rates theretofore adopted;
        

      


      (xiv)
        any
        change in the manner in which the Seller extends discounts or credit to
        customers or otherwise deals with customers; 

      


      (xvi)
        any
        amendments or changes in the Seller's partnership agreement dated effective
        as
        of January 8, 2004 and previously provided to the Buyer; 

      


      (xvii)
        any labor dispute or any union organizing campaign; 

      


      (xviii)
        the commencement of any litigation or other action by or against the Seller
        or
        any threat of commencement of any litigation or other action against the
        Seller;
        or 

      


      (xix)
        any
        agreement, understanding, authorization or proposal, whether in writing or
        otherwise, for the Seller to take any of the actions specified in items (i)
        through (xviii) above. 

      


      (i)
        TAX
        MATTERS. Except as set forth in Section 2.1(i) of the Seller Disclosure
        Schedule, the Seller and each other entity (if any) included in any consolidated
        or combined tax return in which the Seller has been included (i) have filed
        and
        will file, in a timely and proper manner, consistent with applicable laws,
        all
        Federal, state and local tax returns and tax reports required to be filed
        by
        them through the Closing Date (the "Seller Returns") with the appropriate
        governmental agencies in all jurisdictions in which Seller Returns are required
        to be filed and have timely paid or will timely pay all amounts shown thereon
        to
        be due (“Taxes”); (ii) have paid and shall timely pay all Taxes of the Seller
        required to have been paid by the Seller on or before the Closing Date; and
        (iii) currently are not the beneficiary of an extension of time within which
        to
        file any Tax return or Tax report. Except as set forth in Section 2.1(i)
        of the
        Seller Disclosure Schedule, all such Seller Returns were and will be correct
        and
        complete at the time of filing. Except as set forth in Section 2.1(i) of
        the
        Seller Disclosure Schedule, all Taxes of the Seller attributable to all taxable
        periods ending on or before the Closing Date, to the extent not required
        to have
        been previously paid, have been adequately provided for on the Current Year-End
        Balance Sheet and the Seller Interim Balance Sheet (as appropriate) and the
        Seller will not accrue a Tax Liability from the date of the Current Year-End
        Balance Sheet up to and including the Closing Date, other than a Tax Liability
        accrued in the ordinary course of business or for amounts received from Buyer.
        The Seller has not been notified by the Internal Revenue Service or any state,
        local or foreign taxing authority that any issues have been raised (and are
        currently pending) in connection with any Seller Return, and no waivers of
        statutes of limitations have been given with respect to the Seller that are
        still in effect. Except as contested in good faith and disclosed in Section
        3.1(i) of the Seller Disclosure Schedule, any deficiencies asserted or
        assessments (including interest and penalties) made as a result of any
        examination by the Internal Revenue Service or by any other taxing authorities
        of any Seller Return have been fully paid or are adequately provided for
        on the
        Current Year-End Balance Sheet and the Seller Interim Balance Sheet (as
        appropriate) and the Seller has received no notification that any proposed
        additional Taxes have been asserted or proposed. The Seller has not made
        an
        election to be treated as a "consenting corporation" under Section 341(f)
        of the
        Code. The Seller has not agreed to, nor is it required to, make any adjustment
        under Section 481(a) of the Code by reason of a change in accounting method
        or
        otherwise. The Seller will not incur a Tax Liability resulting from the Seller
        ceasing to be a member of a consolidated or combined group that had previously
        filed consolidated, combined or unitary Tax returns. The Seller is not a
        party
        to any agreement or contract with any "disqualified individual" (as defined
        in
        Section 280G(c) of the Code) that, by reason of the transactions contemplated
        hereby and occurring on or prior to the Closing Date or taking into account
        any
        other agreements or contracts currently in effect between the Seller and
        such
        disqualified individual, will result in the disallowance of any deduction
        for
        any payment under such agreement or contract as an "excess parachute payment"
        (as defined in Section 280G(b)(1) of the Code). The Seller is not, and has
        not
        been during the applicable period specified in Section 897(c)(1)(A)(ii) of
        the
        Code, a United States real property holding corporation within the meaning
        of
        Section 897(c) of the Code. Each Partner is a citizen of the United States.
        

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      As
        used
        in this Agreement, "Tax" means any of the Taxes and "Taxes" means, with respect
        to any entity, (A) all income taxes (including any tax on or based upon net
        income, gross income, income as specially defined, earnings, profits or selected
        items of income, earnings or profits) and all gross receipts, sales, use,
        ad
        valorem, transfer, franchise, license, withholding, payroll, employment,
        excise,
        severance, stamp, occupation, premium, property or windfall profits taxes,
        alternative or add-on minimum taxes, customs duties and other taxes, fees,
        assessments or charges of any kind whatsoever, together with all interest
        and
        penalties, additions to tax and other additional amounts imposed by any taxing
        authority (domestic or foreign) on such entity and (B) any liability for
        the
        payment of any amount of the type described in the immediately preceding
        clause
        (A) as a result of being a "transferee" (within the meaning of Section 6901
        of
        the Code or any other applicable law) of another entity or a member of an
        affiliated or combined group. 

      


      (j)
        TITLE
        TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. The Company’s assets are
        attached hereto on Schedule B to the Representation Letter. Except as set
        forth
        in Section 2.1(j) of the Seller Disclosure Schedule,
        the
        Company has good and valid title to all of its assets, properties and interests
        in properties, real, personal or mixed. Except as set forth in Section 2.1(j)
        of
        the Seller Disclosure Schedule, the assets, properties and interests in
        properties of the Company includes all assets, properties and interests in
        properties (real, personal and mixed, tangible and intangible) and all rights,
        leases, licenses and other agreements necessary to enable the Buyer to carry
        on
        the Business as presently conducted by the Company. 

      


      (k)
        REAL
        PROPERTY-OWNED OR LEASED. Except as set forth in Section 2.1(k) of the Seller
        Disclosure Schedule, the Company does not currently own or lease, nor has
        it or
        any of its predecessors ever owned or leased, any real property. 

      


      (l)
        INTELLECTUAL PROPERTY. 

      


      (i)
        Except as disclosed in Section 2.1(l)(i) of the Seller Disclosure Schedule,
        the
        Company has good and valid title to, and owns free and clear of all
        Encumbrances, has the exclusive right to use, sell, transfer, market,
        manufacture, license (or sublicense), deliver and dispose of, and has the
        right
        to bring actions for the infringement of, all Intellectual Property Rights
        set
        forth in Schedule B of the Representation Letter (collectively, the " Company
        Rights"). 

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (ii)
        Except as disclosed in Section 2.1(l)(ii) of the Seller Disclosure Schedule,
        the
        execution, delivery and performance of this Agreement and the consummation
        of
        the transactions contemplated hereby will not breach, violate or conflict
        with
        any instrument or agreement governing any Company Rights, will not cause
        the
        forfeiture or termination or give rise to a right of forfeiture or termination
        of any Company Right or in any way impair the right of the Company or the
        Buyer
        to use, sell, market, manufacture, license (or sublicense), deliver, dispose
        of,
        or to bring any action for the infringement of, any Company Right or portion
        thereof. 

      


      (iii)
        The
        Seller and the Company are not aware of and have not entered into any agreements
        to pay royalties, honoraria, fees or other payments to any person by reason
        of
        the ownership, use, license (or sublicense), delivery, sale, or disposition
        of
        the Company Rights, other than sales commissions paid in the ordinary course
        of
        business. 

      


      (iv)
        Except as disclosed in Section 2.1(l)(iv) of the Seller Disclosure Schedule,
        neither the manufacture, marketing, license (or sublicense), sale, delivery,
        or
        use of any product or service currently licensed, sold, manufactured, marketed,
        delivered or used by the Company or currently under development by the Company,
        violates any license (or sublicense) or agreement of the Company with any
        third
        party or, to the Knowledge of the Seller and each of the Partners, infringes
        any
        common law or statutory rights of any other party, including, without
        limitation, rights relating to defamation, contractual rights, Intellectual
        Property Rights and rights of privacy or publicity; nor, to the Knowledge
        of the
        Seller and each of the Partners, is any third party infringing upon, or
        violating any license (or sublicense), delivery or agreement with the Company
        relating to any Company Right; and there is no pending or, to the Knowledge
        of
        the Seller and each of the Partners, threatened claim or litigation contesting
        the validity, ownership or right to use, manufacture, market, sell, license
        (or
        sublicense), deliver or dispose of any Company Right, nor has the Seller
        or the
        Company received any notice asserting that any Company Right or the proposed
        use, manufacture, marketing, sale, license (or sublicense), delivery or
        disposition thereof conflicts or will conflict with the rights of any other
        party. 

      


      (v)
        Other
        than professionals bound by ethical obligations of their profession not to
        disclose such information, all current and past officers, employees and
        consultants of or to the Seller and the Company, as the case may be, have
        executed and delivered to and in favor of the Seller and the Company, as
        the
        case may be, an agreement regarding the protection of confidential and
        proprietary information of the Seller and the Company and the assignment
        variously to the Seller and the Company, as the case may be, of all Intellectual
        Property Rights arising from the services performed for the Seller and the
        Company, as the case may be, by such persons (collectively, the "Confidentiality
        Agreements", the form of which is attached to Section 2.1(l)(v) of the Seller
        Disclosure Schedule). The Company and the Seller each has taken and will
        continue through the Closing Date to take all commercially reasonable steps
        to
        safeguard and maintain the secrecy and confidentiality of, and its proprietary
        rights in, all Company Rights. 

      


      (vi)
        Except as set forth in Section 2.1(l)(vi) of the Seller Disclosure Schedule,
        all
        works embodying Company Rights that were created, prepared or delivered by
        consultants, independent contractors or other third parties for the Seller
        (including any materials and elements created, prepared or delivered by such
        parties in connection therewith) (A) are and shall constitute "works made
        for
        hire" specially ordered or commissioned by the Seller within the meaning
        of
        United States' copyright law, or (B) all right, title and interest therein
        (including any materials and elements created, prepared or delivered by such
        parties in connection therewith) have been assigned to the Seller or the
        Company. 

      


      (vii)
        Except as disclosed in Section 2.1(l)(vii) of the Seller Disclosure Schedule,
        no
        person has any marketing rights to any of the Intellectual Property Rights
        of
        the Company (excluding Intellectual Property Rights licensed to the Company
        by
        third parties). 

      


      (viii)
        Section 2.1(l)(viii) of the Seller Disclosure Schedule contains a true and
        complete list of all (A) of the Company's patents, patent applications,
        trademarks, trademark applications, trade names, service marks, service mark
        applications, copyrights, copyright registrations and copyright applications
        and
        Internet domain names and applications therefore and (B) other filings and
        formal actions made or taken pursuant to Federal, state, local and foreign
        laws
        by the Company to perfect or protect its interest therein. 

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (ix)
        Section 2.1(l)(ix) of the Seller Disclosure Schedule contains a true and
        complete list of all options, licenses or other agreements of any kind by
        which
        Intellectual Property Rights have been granted to the Company from, or granted
        by the Company to, any other person, except with respect to generally available
        “off-the-shelf” software.

      


      (x)
        The
        operation of the functional elements identified as (i) “Question to Expected
        Answer Translation” (to the extent such element concerns an algorithm learning
        process), (ii) “Theme Extraction”, (iii) “Named Entity Expansion” and (iv)
“AnswerRank” (to the extent such element concerns an algorithm learning process)
        in the Master Flow Diagram which represents proprietary technology of Seller
        embodied in the Brainboost Answers Engine (“BAE”) and which was previously
        disclosed to Buyer, were not, prior to June 1, 2005: (i) implemented within
        the
        BAE on www.brainboost.com<http://www.brainboost.com/>
        , or (ii) publicly disclosed by Seller.

      


      (xi)
        As
        used herein, the term "Intellectual Property Rights" shall mean all industrial
        and intellectual property rights, including, without limitation, patents,
        patent
        applications, patent rights, trademarks, trademark applications, trade names,
        service marks, service mark applications, copyrights, copyright registrations,
        copyright applications, franchises, licenses, databases, "URL's" and Internet
        domain names and applications therefore (and all interest therein), computer
        programs and other computer software, user interfaces, know-how, trade secrets,
        customer lists, proprietary technology, processes and formulae, source code,
        object code, algorithms, architecture, structure, display screens, layouts,
        development tools, instructions, templates, marketing materials, inventions,
        trade dress, logos and designs and all documentation and media constituting,
        describing or relating to the foregoing. 

      


      (m)
        AGREEMENTS, ETC. Section 2.1(m) of the Seller Disclosure Schedule sets forth
        a
        true and complete list of all written or oral contracts, agreements and other
        instruments not made in the ordinary course of business to which the Company
        is
        a party, or made in the ordinary course of business and referred to in clauses
        (i) through (xvi) of this Section 2.1(m). Except as set forth in Section
        2.1(m),
        the Company is not a party to any agreement, arrangement or understanding,
        whether written or oral, formal or informal, relating to: 

      


      (i)
        agreements for the development, modification or enhancement of the Company
        Rights; 

      


      (ii)
        any
        material distributorship, dealer, sales, advertising, agency, manufacturer's
        representative, franchise or similar contract or relationship or any other
        contract relating to the payment of a commission or other fee calculated
        as or
        by reference to a percentage of the profits or revenues of the Company or
        of any
        business segment of the Company; 

      


      (iii)
        any
        joint venture, partnership or other agreement or arrangement for the sharing
        of
        profits; 

      


      (iv)
        any
        collective bargaining contract or other contract with or commitment to any
        labor
        union; 

      


      (v)
        the
        future purchase, sale or license of products, material, supplies, equipment
        or
        services requiring payments to or from the Company in an amount in excess
        of
        $15,000 per annum, which agreement, arrangement or understanding is not
        terminable on thirty (30) days' notice without cost or other liability at
        or at
        any time after the Closing Date, or in which the Company has granted or received
        manufacturing rights, most favored nations pricing provisions or exclusive
        marketing or other rights relating to any product, group of products, services,
        technology, assets or territory; 

      


      (vi)
        any
        license (whether as licensor or licensee), or sublicense, royalty, permit,
        or
        franchise agreement, including, without limitation, any agreement pursuant
        to
        which the Company licenses any Company Rights to any third party (other than
        ordinary course licenses to end-users); 

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (vii)
        the
        employment of any officer, employee, consultant or agent or any other type
        of
        contract, commitment or understanding with any officer, employee, consultant
        or
        agent which (except as otherwise generally provided by applicable law) is
        not
        immediately terminable without cost or other liability at or at any time
        after
        the Closing Date; 

      


      (viii)
        profit-sharing, bonus, stock option, stock appreciation right, pension,
        retirement, disability, stock purchase, hospitalization, insurance or similar
        plan or agreement, formal or informal, providing benefits to any current
        or
        former officer, employee, agent or consultant; 

      


      (ix)
        indenture, mortgage, promissory note, loan agreement, guarantee or other
        agreement or commitment for the borrowing of money, for a line of credit
        or for
        a leasing transaction of a type required to be capitalized in accordance
        with
        Statement of Financial Accounting Standards No. 13 of the Financial Accounting
        Standards Board; 

      


      (x)
        any
        agreement, instrument or other arrangement granting or permitting any
        Encumbrance on any of the properties, assets or rights of the Company;


      


      (xi)
        any
        lease for real property (whether as lessor or lessee) or any other lease
        or
        agreement under which the Company is lessee of or holds or operates any items
        of
        tangible personal property owned by any third party; 

      


      (xii)
        contract or commitment for charitable contributions; 

      


      (xiii)
        contract or commitment for capital expenditures individually or in the aggregate
        in excess of $15,000; 

      


      (xiv)
        any
        agreement or contract with a "disqualified individual" (as defined in Section
        280G(c) of the Code), which could result in a disallowance of the deduction
        for
        any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code)
        under Section 280G of the Code as a result of the transactions contemplated
        hereby; 

      


      (xv)
        agreement or arrangement for the sale of any assets, properties or rights
        having
        a value in excess of $15,000; 

      


      (xvi)
        agreement which restricts the Company from engaging in any aspect of its
        business or competing in any line of business in any geographic area; or
        

      


      (xvii)
        any other agreement, contract or commitment which is material to the Company.
        

      


      For
        purposes of this Section 2.1(m), the term "material" shall mean and refer
        to
        those agreements, contracts, instruments or arrangements (as applicable)
        that
        involve payments or expenditures by or to the Company, or otherwise have
        an
        aggregate value, of at least $15,000. The Seller or the Company has furnished
        to
        the Buyer true and complete copies of all such agreements or electronic
        standardized versions of such agreements, listed in Section 2.1(m) of the
        Seller
        Disclosure Schedule and (x) each such agreement (A) is the legal, valid and
        binding obligation of the Company and, to the best knowledge of the Seller
        and
        each of the Partners, the legal, valid and binding obligation of each other
        party thereto, in each case enforceable in accordance with its terms, except
        as
        such enforceability may be limited by equitable principles and by applicable
        bankruptcy, insolvency, reorganization, arrangement, moratorium and similar
        laws
        relating to or affecting the rights of creditors generally (B) is to the
        best
        knowledge of Seller and each of the Partners in full force and effect and
        (y) to
        the Knowledge of the Seller and each of the Partners, except as set forth
        in
        Section 2.1(m) of the Seller Disclosure Schedule, the other party or parties
        thereto is or are not in material default thereunder. 

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (n)
        NO
        DEFAULTS. Each of the Seller and the Company has in all material respects
        performed all the obligations required to be performed by it to date and
        is not
        in default or alleged to be in default under (i) its partnership agreement
        with
        respect to the Seller and its Operating Agreement with respect to the Company
        or
        (ii) any material agreement, lease, license, contract, commitment, instrument
        or
        obligation to which the Seller or the Company is a party or by which any
        of its
        properties, assets or rights are or may be bound or affected and, to the
        best
        knowledge of the Seller and each of the Partners, there exists no event,
        condition or occurrence which, with or without due notice or lapse of time,
        or
        both, would constitute such a default by it of any of the foregoing.


      


      (o)
        LITIGATION, ETC. There are no (i) actions, suits, claims, investigations
        or
        legal or administrative or arbitration proceedings pending, or to the best
        knowledge of the Seller and each of the Partners, threatened against either
        the
        Seller or the Company, whether at law or in equity, or before or by any Federal,
        state, local, municipal, foreign or other governmental court, department,
        commission, board, bureau, agency or instrumentality ("Governmental Authority"),
        (ii) judgments, decrees, injunctions or orders of any Governmental Authority
        or
        arbitrator against either the Seller or the Company or (iii) disputes with
        customers or vendors. There are no Actions pending or, to the Knowledge of
        the
        Seller and each of the Partners, threatened against either the Company or
        the
        Seller, with respect to (A) the current employment by, or association with,
        the
        Seller or the Company of any of the present officers or employees of, or
        consultants to, either the Seller or the Company (collectively, the "Designated
        Persons") or (B) the use, in connection with any business presently conducted
        by
        the Seller, the Company or the Buyer, of any information, techniques or
        processes presently utilized by the Seller, the Company, the Buyer or any
        of the
        Designated Persons, that the Seller, the Company, the Buyer or any of the
        Designated Persons are or would be prohibited from using as the result of
        a
        violation or breach of, or conflict with any agreements or arrangements between
        any Designated Person and any other person, or any legal considerations
        applicable to unfair competition, trade secrets or confidential or proprietary
        information. The Seller has delivered to the Buyer all material documents
        and
        correspondence relating to such matters referred to in Section 2.1(o) of
        the
        Seller Disclosure Schedule. 

      


      (p)
        ACCOUNTS AND NOTES RECEIVABLE. All the accounts receivable and notes receivable
        owing to the Company as of the date hereof constitute, and as of the Closing
        Date will constitute, valid and enforceable claims arising from bona fide
        transactions in the ordinary course of business, and there are no known or
        asserted claims, refusals to pay or other rights of set-off against any thereof.
        There is (i) no account debtor or note debtor delinquent in its payment by
        more
        than sixty (60) days, (ii) no account debtor or note debtor that has refused
        (or, to the best knowledge of the Seller and each of the Partners, threatened
        to
        refuse) to pay its obligations for any reason, (iii) to the best knowledge
        of
        the Seller and each of the Partners, no account debtor or note debtor that
        is
        insolvent or bankrupt and (iv) no account receivable or note receivable which
        is
        pledged to any third party by the Seller. 

      


      (q)
        COMPLIANCE; GOVERNMENTAL AUTHORIZATIONS. Each of the Seller and the Company
        has
        complied and is presently in compliance in all material respects with all
        Federal, state, local or foreign laws, ordinances, regulations and orders
        applicable to it or its business (including, without limitation, laws,
        ordinances, regulations and orders applicable to labor, employment and
        employment practices, terms and conditions of employment and wages and hours).
        Except as set forth in Section 2.1(q) of the Seller Disclosure Schedule,
        (i)
        each of the Seller and the Company has all Federal, state, local and foreign
        governmental authorizations, consents, approvals, licenses and permits necessary
        in the conduct of its business as presently conducted , (ii) such
        authorizations, consents, approvals, licenses and permits are in full force
        and
        effect, (iii) no violations are or have been recorded in respect of any thereof
        and no proceeding is pending or, to the best knowledge of the Seller and
        each of
        the Partners, threatened to revoke or limit any thereof. Section 2.1(q) of
        the
        Seller Disclosure Schedule contains a true and complete list of all such
        governmental licenses, authorizations, consents, approvals, permits, orders,
        decrees and other compliance agreements under which each of the Seller and
        the
        Company is operating, each of the Seller and the Company is not in default
        or
        alleged to be in default under any thereof and the Seller has furnished to
        the
        Buyer true and complete copies thereof. Except as set forth in Section 2.1(q)
        of
        the Seller Disclosure Schedule, none of such authorizations, consents,
        approvals, licenses and permits shall be affected in any material respect
        by the
        transactions contemplated hereby. 

      


      (r)
        ENVIRONMENTAL MATTERS. Each of the Seller and the Company is in compliance
        with
        all federal, state, local and foreign laws, common law, rules, codes,
        administrative orders and regulations relating to pollution or protection
        of
        human health, the environment (including, without limitation, ambient air,
        surface water, groundwater, land surface or subsurface strata) or wildlife,
        including without limitation, laws, common law, rules, codes, administrative
        orders and regulations relating to the release or threatened release of
        chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
        substances, petroleum or petroleum products (collectively, "Hazardous
        Materials") or to the manufacture, processing, distribution, use, treatment,
        storage, disposal, transport or handling of Hazardous Materials (collectively,
        "Environmental Laws") and, to the best knowledge of the Seller and each of
        the
        Partners, there are no events or circumstances that could form the basis
        of an
        order for clean-up or remediation, or an action, suit or proceeding by any
        private party or governmental body or agency, against or affecting either
        the
        Seller or the Company relating to any Hazardous Materials or the violation
        of
        any Environmental Law. 

      


      
        
          
          

        

        
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      (s)
        LABOR
        RELATIONS; EMPLOYEES. 

      


      (i)
        Section 2.1(s) of the Seller Disclosure Schedule sets forth the name, title,
        department, start date, salary for 2004 and 2005, option grant, any special
        benefits and termination dates, if applicable, for each employee of the Seller
        since its inception. Neither the Seller nor the Company employs any employees.
        Except as set forth in Section 2.1(s) of the Seller Disclosure Schedule,
        (A) the
        Seller is not delinquent in payments to any of its employees for any wages,
        salaries, commissions, bonuses or other direct compensation for any services
        performed by them to date or amounts required to be reimbursed to such
        employees, (B) upon termination of the employment of any such employees,
        neither
        the Seller, nor the Buyer will by reason of anything done prior to the Closing
        be liable to any of such employees for so-called "severance pay" or any other
        payments, (C) there is no unfair labor practice complaint against the Seller
        pending before the National Labor Relations Board or any comparable Governmental
        Authority, (D) there is no labor strike, dispute, slowdown or stoppage actually
        pending or, to the best knowledge of the Seller and each of the Partners,
        threatened against or involving the Seller, (E) no labor union has taken
        any
        action with respect to organizing the employees of the Seller, (F) neither
        any
        grievance nor any arbitration proceeding arising out of or under collective
        bargaining agreements is pending and no claim therefor has been asserted
        against
        the Seller and (G) no employee has informed any officer of the Seller that
        such
        employee will terminate his or her employment or engagement with the Seller
        or
        the Buyer and the Seller has no reason to believe that the key employees
        that
        accept employment with the Buyer will not remain employees of the Buyer for
        at
        least ninety (90) days after the Closing. No employee of the Seller is in
        violation of any term of any employment contract, patent disclosure agreement
        or
        any other contract or agreement relating to the relationship of such employee
        with the Seller or any other party because of the nature of the business
        conducted or proposed to be conducted by the Seller or the execution and
        delivery of the Confidentiality Agreement by such employee. 

      


      (t)
        EMPLOYEE BENEFIT PLANS AND CONTRACTS. 

      


      (i)
        Section 2.1(t) of the Seller Disclosure Schedule identifies each "employee
        benefit plan", as defined in Section 3(3) of the Employee Retirement Income
        Security Act of 1974, as amended ("ERISA"), and all other written or formal
        plans or agreements involving direct or indirect compensation (including
        any
        employment agreements entered into between the Seller and any Employee, but
        excluding workers' compensation, unemployment compensation, other
        government-mandated programs and the Seller's salary and wage arrangements)
        currently or previously maintained, contributed to or entered into by the
        Seller
        or any ERISA Affiliate thereof for the benefit of any Employee or former
        Employee under which the Seller or any ERISA Affiliate thereof has any present
        or future material obligation or liability (the "Employee Plans"). Neither
        the
        Company nor the Seller has nay Employee Plans. The Seller has made available
        to
        the Buyer true and complete copies of all Employee Plans (and, if applicable,
        related trust agreements) and all amendments thereto and written interpretations
        thereof. For purposes of the preceding sentence, "ERISA Affiliate" shall
        mean
        any entity which is a member of (A) a "controlled group of corporations",
        as
        defined in Section 414(b) of the Code, (B) a group of entities under "common
        control", as defined in Section 414(c) of the Code or (C) an "affiliated
        service
        group", as defined in Section 414(m) of the Code or treasury regulations
        promulgated under Section 414(o) of the Code, any of which includes the Seller.
        Any Employee Plans that individually or collectively would constitute an
        "employee pension benefit plan", as defined in Section 3(2) of ERISA, but
        which
        are not Multiemployer Plans (collectively, the "Pension Plans"), are identified
        as such in the Seller Disclosure Schedule. For purposes of Section 2.1(t),
        "Employee" means any common law employee, consultant or officer of the Seller.
        

      


      
        
          
          

        

        
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      (ii)
        Each
        Employee Plan that is intended to be qualified under Section 401(a) of the
        Code
        is so qualified and has been so qualified during the period from its adoption
        to
        the date hereof, and each trust forming a part thereof is exempt from tax
        pursuant to Section 501(a) of the Code. The Seller has made available to
        the
        Buyer copies of the most recently filed Internal Revenue Service Form 5500,
        the
        most recent annual or periodic accounting of plan assets and provided the
        Buyer
        with copies of the most recent Internal Revenue Service determination letters
        with respect to any such Employee Plan. Each Employee Plan has been maintained
        substantially in compliance with its terms and with the requirements prescribed
        by any and all statutes, orders, rules and regulations, including, without
        limitation, ERISA and the Code, which are applicable to such Employee Plans.
        

      


      (iii)
        Except as set forth in Section 2.1(t) of the Seller Disclosure Schedule,
        no
        Employee Plan constitutes or since the enactment of ERISA has constituted
        a
        "multiemployer plan", as defined in Section 3(37) of ERISA (a "Multiemployer
        Plan"), (B) a plan covered under Title IV of ERISA, or (C) a "multiple employer
        plan," as defined in Section 413(c) of the Code. The Seller has not within
        the
        past five years incurred any material liability under Title IV of ERISA arising
        in connection with the termination of any Pension Plan or the complete or
        partial withdrawal from any Multiemployer Plan. Except as disclosed in Schedule
        2.1 (t) of the Seller Disclosure Schedule, if a "complete withdrawal" by
        the
        Seller were to occur as of the Closing with respect to all Multiemployer
        Plans,
        the Seller would not incur any withdrawal liability under Title IV of ERISA.
        

      


      (iv)
        Section 2.1(t) of the Seller Disclosure Schedule lists each employment,
        severance or other similar contract, arrangement or policy and each plan
        or
        arrangement (written or oral) providing for insurance coverage (including
        any
        self-insured arrangements), workers' benefits, vacation benefits, retirement
        benefits, deferred compensation, profit-sharing, bonuses, options or other
        forms
        of incentive compensation or post-retirement insurance, compensation or benefits
        which (A) is not an Employee Plan, (B) is entered into, maintained or
        contributed to, as the case may be, by the Seller on behalf of any Employee,
        (C)
        covers any Employee or former Employee, and (D) under which the Seller or
        any
        ERISA Affiliate has any present or future obligation or liability (excluding
        workers' compensation, unemployment compensation or other government-mandated
        programs and the Seller's salary and wage arrangements). Such contracts,
        plans
        and arrangements as are described above, are hereinafter referred to
        collectively as the "Benefit Arrangements". Each Benefit Arrangement has
        been
        maintained in substantial compliance with its terms and with the requirements
        prescribed by any and all material laws, statutes, rules, regulations, orders
        and judgments which are applicable to such Benefit Arrangements. 

      


      (v)
        Each
        Employee Plan which is a "group health plan" (as defined in Section 5000
        of the
        Code) has to the extent applicable been maintained in compliance with Section
        4980B of the Code and Title I, Subtitle B, Part 6 of ERISA, and no tax payable
        on account of Section 4980B of the Code has been or is expected to be incurred
        with respect to any current or former Employees of the Seller. 

      


      (vi)
        All
        contributions due and payable on or before the Closing Date in respect of
        any
        Employee Plan or Benefit Arrangement have been made in full and proper form,
        or
        adequate accruals have been provided for in the Seller Unaudited Financial
        Statements for all other contributions or amounts in respect of the Employee
        Plans or Benefit Arrangements for periods ending on the Closing Date.


      


      (vii)
        Except as required by Section 4980B of the Code and Section 601 of ERISA,
        no
        Employee Plan or Benefit Arrangement currently or previously maintained by
        the
        Seller or its ERISA Affiliates provides any post-retirement health or life
        insurance benefits, and neither the Seller nor its ERISA Affiliates maintains
        any obligations to provide any post-retirement benefits in the future.


      


      
        
          
          

        

        
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      (viii)
        The consummation of the transactions contemplated by this Agreement will
        not (A)
        entitle any individual to severance or separation pay, or (B) except as set
        forth in the Section 2.1(q)(viii) of the Seller Disclosure Schedule, accelerate
        the time of payment or vesting, or increase the amount, of compensation due
        to
        any individual. No payment made or contemplated under any Employee Plan or
        Benefit Arrangement constitutes an "excess parachute payment" within the
        meaning
        of Section 280G of the Code. 

      


      (ix)
        Except as set forth in Section 2.1(t)(ix) of the Seller Disclosure Schedule,
        with respect to each Employee Plan and Benefit Arrangement: (A) no breach
        of
        fiduciary duty has occurred with respect to which the Seller or any such
        plan or
        arrangement may be liable or otherwise materially damaged; (B) no disputes
        are
        pending or, to the best knowledge of the Seller and each of the Partners,
        threatened; (C) no prohibited transaction has occurred with respect to which
        the
        Seller or any such plan or arrangement may be liable or otherwise materially
        damaged; (D) the Seller has expressly reserved in itself the right to amend,
        modify or terminate any such written plan or arrangement, or any portion
        of it;
        and (E) the Seller has satisfied any bond coverage requirement of ERISA.
        

      


      (u)
        CERTAIN AGREEMENTS. Neither the execution and delivery of this Agreement
        nor the
        consummation of the transactions contemplated hereby will (i) result in any
        payment (including, without limitation, severance, unemployment compensation,
        golden parachute, bonus or otherwise) becoming due to any officer or employee
        of
        the Seller from the Seller, under any Employee Plan, Benefit Arrangement
        or
        otherwise, (ii) with respect to any current or former officer or key employee
        of
        the Seller materially increase any benefits otherwise payable under any Employee
        Plan or the Benefit Arrangement or (iii) result in the acceleration of the
        time
        of payment or vesting of any such benefits. 

      


      (v)
        INSURANCE. Section 2.1(v) of the Seller Disclosure Schedule contains a list
        of
        all policies of liability, theft, fidelity, fire, product liability, errors
        and
        omissions, workmen's compensation, indemnification of officers and other
        forms
        of insurance held by each of the Seller and the Company (specifying the insurer,
        the amount of coverage, the type of insurance, the policy number and any
        pending
        claims thereunder) and a history of all claims made by each of the Seller
        and
        the Company thereunder and the status thereof. All such policies of insurance
        are in full force and effect and all premiums with respect thereto are currently
        paid. Each of the Seller and the Company has not, since its inception, been
        denied or had revoked or rescinded any policy of insurance. 

      


      (w)
        BANK
        ACCOUNTS; POWERS OF ATTORNEY. Section 2.1(w) of the Seller Disclosure Schedule
        sets forth a true and complete list of (i) all bank accounts and safe deposit
        boxes of the Company and all persons who are signatories thereunder or who
        have
        access thereto and (ii) the names of all persons, firms, associations,
        corporations or business organizations holding general or special powers
        of
        attorney from the Company and a summary of the terms thereof.

      


      (x)
        BROKERS. Except as disclosed in Section 2.1(x) of the Seller Disclosure
        Schedule, neither the Seller nor the Company has, or has had any of its
        officers, securityholders or employees, employ any broker or finder or incurred
        any liability for any brokerage fees, commissions or finders' fees in connection
        with the transactions contemplated hereby. 

      


      (y)
        RELATED TRANSACTIONS. Except as disclosed in Section 2.1(y) of the Seller
        Disclosure Schedule, no current or former officer or securityholder of either
        the Seller or the Company that is an affiliate of the Seller or the Company
        or
        any associate (as defined in the rules promulgated under the Exchange Act)
        thereof, is now, or has been since the inception of the Seller, a party to
        any
        transaction with either the Seller or the Company (including, but not limited
        to, any contract, agreement or other arrangement providing for the furnishing
        of
        services by, or rental of real or personal property from, or borrowing money
        from, or otherwise requiring payments to, any such officer or affiliated
        security holder of either the Seller or the Company or associate thereof),
        or
        the direct or indirect owner of an interest in any corporation, firm,
        association or business organization which is a present or potential competitor,
        supplier or customer of either the Seller or the Company (other than
        non-affiliated holdings in publicly-held companies), nor does any such person
        receive income from any source other than the Seller or the Company which
        relates to the business of, or should properly accrue to, the Seller or the
        Company, as the case may be. 

      


      
        
          
          

        

        
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      (z)
        MINUTE BOOKS. There are no minute books for either Seller or the Company.
        All
        actions have been taken by the unanimous agreement of the Partners, copies
        of
        all written agreements of the Partners have been provided to Buyer.


      


      (aa)
        OTHER NAMES. Except as set forth on Section 2.1(aa) of the Seller Disclosure
        Schedule, the business conducted by the Seller prior to the date hereof has
        not
        been conducted under any corporate, trade or fictitious name. 

      


      (bb)
        VOTE
        REQUIRED. The affirmative vote of all of the outstanding partnership interests
        of the Seller approving this Agreement is the only vote of the holders of
        any
        class or series of the Seller's equity interests necessary to approve this
        Agreement and the transactions contemplated hereby and thereby. 

      


      (cc)
        SELLER EXPENSES. The Schedule of Expenses (as defined herein) being delivered
        at
        the Closing sets forth a true, correct and complete schedule of all Seller
        Expenses that have been incurred or paid by or on behalf of the Seller (whether
        or not theretofore billed) through the Closing Date and there are no Seller
        Expenses other than as set forth therein. 

      


      (dd)
        OFFICERS. Set forth on Section 2.1(dd) of the Seller Disclosure Schedule
        is a
        list of the current officers of the Seller. 

      


      (ee)
        DISCLOSURE. Neither Section 2.1 of this Agreement (including the Seller
        Disclosure Schedule) nor any document, written information, statement, financial
        statement, certificate or exhibit furnished or to be furnished to the Buyer
        by
        or on behalf of the Seller, the Company or any securityholder pursuant hereto
        or
        in connection with the transactions contemplated hereby, contains or will
        contain any untrue statement of a material fact or omits or will omit to
        state a
        material fact necessary in order to make the statements or facts contained
        herein and therein not misleading in light of the circumstances under which
        they
        were made. There is no fact internal to the business of either the Seller
        or the
        Company known to the Seller or each of the Partners that has not been disclosed
        to the Buyer in writing that (i) is reasonably likely to result in a Material
        Adverse Effect or (ii) adversely affects or could adversely affect the ability
        of the Seller or any of the Partners to perform its or their respective
        obligations under this Agreement or the Related Agreements. 

      


      (ff)
        KNOWLEDGE DEFINITION. As used in this Article 2, the term "Knowledge" shall
        mean
        and include the actual knowledge (with no duty or obligation to investigate
        a
        matter) of those persons set forth in Section 2.1(dd) of the Seller Disclosure
        Schedule. 

      


      (gg)
        NO
        DISCRIMINATION. Neither the Seller nor the Company has not and does not in
        any
        manner or form discriminate, foster discrimination or permit discrimination
        against any person, whether as to race, sex, religion, or other legally
        protected classes of persons. 

      


      2.2.
        REPRESENTATIONS AND WARRANTIES OF EACH OF THE PARTNERS. Each of the Partners
        represent and warrant to the Buyer with respect to himself or herself as
        follows: 

      


      (a)
        AUTHORITY - GENERAL. Such Partner has full and absolute power and authority
        to
        enter into this Agreement and each Related Agreement to which such Partner
        is a
        party and this Agreement and each Related Agreement to which such Partner
        is a
        party have been duly executed and delivered by such Partner, and are valid
        and
        binding obligations of such Partner, enforceable against such Partner in
        accordance with their respective terms, except as such enforceability may
        be
        limited by equitable principles and by applicable bankruptcy, insolvency,
        reorganization, arrangement, moratorium and similar laws relating to or
        affecting the rights of creditors generally. Neither the execution, delivery
        and
        performance of this Agreement and each Related Agreement to which such Partner
        is a party, nor the consummation of the transactions contemplated hereby
        or
        thereby nor compliance by such Partner with any of the provisions hereof
        or
        thereof will (i) (A) conflict with, (B) result in any violations of, (C)
        cause a
        default under (with or without due notice, lapse of time or both), (D) give
        rise
        to any right of termination, amendment, cancellation or acceleration of any
        obligation contained in or the loss of any material benefit under or (E)
        result
        in the creation of any Encumbrance upon or against any assets, rights or
        property of the Seller (or against any partnership interest of the Seller),
        under any term, condition or provision of (x) any agreement or instrument
        to
        which such Partner is a party, or by which such Partner or any of his or
        her
        properties, assets or rights may be bound, or (y) any law, statute, rule,
        regulation, order, writ, injunction, decree, permit, concession, license
        or
        franchise of any Governmental Authority applicable to such Partner or any
        of his
        or her properties, assets or rights, which conflict, breach, default or
        violation or other event would prevent the consummation of the transactions
        contemplated by this Agreement or any Related Agreement to which such Partner
        is
        a party. Except as set forth in Section 2.2(a) of the Seller Disclosure Schedule
        (which, if so disclosed shall have been effectively made or obtained (as
        the
        case may be) on or prior to the Closing, unless otherwise waived by the Buyer)
        no permit, authorization, consent or approval of or by, or any notification
        of
        or filing with, any Governmental Authority or other person is required in
        connection with the execution, delivery and performance by such Partner of
        this
        Agreement and each Related Agreement to which such Partner is a party or
        the
        consummation by such Partner of the transactions contemplated hereby or thereby.
        

      


      
        
          
          

        

        
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      (b)
        BROKERS. Except as disclosed on Section 2.2(b) of the Seller Disclosure
        Schedule, such Partner has not employed any broker or finder or incurred
        any
        liability for any brokerage fees, commissions or finders' fees in connection
        with the transactions contemplated hereby. 

      


      (c)
        REPRESENTATION BY LEGAL COUNSEL. Such Partner has been advised by legal counsel
        in connection with the negotiation, execution and delivery of this Agreement
        and
        the Related Agreements and the performance of the transactions contemplated
        hereby and thereby. 

      


      2.3.
        REPRESENTATIONS AND WARRANTIES OF THE BUYER. 

      


      Except 
        (i) as otherwise disclosed in the Buyer’s SEC Documents (as defined below)
        filed with the SEC prior to the date hereof (other than any risk factors
        or
        forward looking statements contained therein, which shall not modify, qualify
        or
        otherwise affect the representations and warranties set forth in this
        Section 2.3) or (ii) as otherwise set forth in the disclosure
        schedule
        delivered by the Buyer to the Seller and the Partners concurrently with the
        execution of this Agreement (the "Buyer Disclosure Schedule"), the Buyer
        represents and warrants to the Seller and each of the Partners as set forth
        below. Each exception set forth in the Buyer Disclosure Schedule, and any
        other
        information included in the Buyer Disclosure Schedule, is identified by
        reference to, or has been grouped under a heading referring to, a specific
        individual section or subsection of this Agreement and shall be deemed to
        be
        disclosed solely for the purpose of such section or subsection of this Agreement
        and not to another section or subsection of this Agreement; provided that
        any
        disclosure in the Buyer’s SEC Documents or the Buyer Disclosure Schedule shall
        also be deemed to be disclosed for the purpose of any section or subsection
        of
        this Agreement to which the applicability of such disclosure is reasonably
        apparent from such disclosure. Inclusion of any information in the Buyer
        Disclosure Schedule shall not be construed as an admission that such information
        is material to the Buyer or any of its respective Subsidiaries or was not
        entered into in the ordinary course of business. 

      


      (a)
        ORGANIZATION; GOOD STANDING; QUALIFICATION AND POWER. The Buyer (i) is a
        corporation duly organized, validly existing and in good standing under the
        laws
        of the State of Delaware, and (ii) has all requisite corporate power and
        authority to own, lease and operate its properties and assets and to carry
        on
        its business as now being conducted, to enter into this Agreement and each
        of
        the Related Agreements to which it is a party, to perform its obligations
        hereunder and thereunder and to consummate the transactions contemplated
        hereby
        and thereby. The Buyer has delivered to the Seller true and complete copies
        of
        the Charter and by-laws of the Buyer. Except as disclosed in Section 2.3(a)
        of
        the Buyer Disclosure Schedule, the Buyer is qualified to do business and
        is in
        good standing in each in jurisdiction in which the nature of its business
        requires it to be so qualified except where the failure to so qualify would
        not
        have a Material Adverse Effect.

      


      (b)
        CAPITAL STOCK. The Buyer’s Quarterly Report on Form 10-QSB for the three months
        ended September 30, 2005 filed with the SEC (the "Form 10-QSB") sets forth
        a
        true and complete description of the authorized and outstanding shares of
        capital stock of the Buyer as of November 1, 2005. Since November 1, 2005,
        except as disclosed in Section 2.3(b) of the Buyer Disclosure Schedule, the
        Buyer has not (a) increased the number of shares of the Buyer’s capital stock
        reserved under its stock option plans, (b) issued in excess of 50,000 shares
        of
        capital stock or (c) made any commitments which in the aggregate would involve
        the issuance in excess of 50,000 shares of capital stock. The Buyer has duly
        authorized the Stock Consideration and, when issued in accordance with the
        terms
        of Article 1, the Stock Consideration will be validly issued, fully paid
        and
        nonassessable and free of Encumbrances and preemptive rights. All outstanding
        shares of capital stock of the Buyer are validly issued, fully paid and
        non-assessable and not subject to preemptive rights and Encumbrances created
        by
        the Buyer. All such shares of capital stock have been issued in compliance
        with
        and pursuant to an exemption from all applicable federal and state securities
        or
        "blue sky" laws.

      


      
        
          
          

        

        
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      (c)
        AUTHORITY. The execution, delivery and performance by the Buyer of this
        Agreement and each of the Related Agreements to which it is a party and the
        consummation of the transactions contemplated hereby and thereby have been
        duly
        authorized by all necessary corporate action on the part of the Buyer. This
        Agreement and each of the Related Agreements to which the Buyer is a party
        when
        executed and delivered by Buyer will be duly and validly executed and delivered
        by the Buyer and are valid and binding obligations of the Buyer, enforceable
        against the Buyer in accordance with their respective terms, except as such
        enforceability may be limited by equitable principles and by applicable
        bankruptcy, insolvency, reorganization, arrangement, moratorium and similar
        laws
        relating to or affecting the rights of creditors, generally. Neither the
        execution, delivery and performance by the Buyer of this Agreement and the
        Related Agreements to which the Buyer is a party, nor the consummation of
        the
        transactions contemplated hereby or thereby nor compliance by the Buyer with
        any
        provision hereof or thereof, will in any respect (A) conflict with, (B) result
        in any violation of, (C) cause a default under (with or without due notice,
        lapse of time or both), (D) give rise to any right of termination, amendment,
        cancellation or acceleration of any obligation contained in or the loss of
        any
        material benefit under, (E) result in the creation of any Encumbrance on
        or
        against any assets, rights or property of the Buyer, as the case may be,
        under
        any term, condition or provision of (x) any instrument, contract or agreement
        to
        which the Buyer is a party, or by which the Buyer or any of its properties,
        assets or rights may be bound, (y) any law, statute, rule, regulation, order,
        writ, injunction, decree, permit, concession, license or franchise of any
        Governmental Authority applicable to the Buyer or any of its properties,
        assets
        or rights or (z) the Buyer’s Charter or by-laws, as amended through the date
        hereof, except with respect to clauses (x) or (y) above, any such conflict,
        violation, default, right of termination, amendment, cancellation or
        acceleration or Encumbrance which could not reasonably be expected to have
        a
        Material Adverse Effect. Except as set forth on Section 2.3(c) of the Buyer’s
        Disclosure Schedule, no permit, authorization, consent or approval of or
        by, or
        any notification of or filing with, any Governmental Authority or other person
        is required in connection with the execution, delivery and performance by
        the
        Buyer of this Agreement or the Related Agreements to which they are a party
        or
        the consummation of the transactions contemplated hereby or thereby, other
        than
        (i) the filing with the SEC of such reports and information under the Securities
        Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
        regulations promulgated by the SEC thereunder, as may be required in connection
        with this Agreement and the transactions contemplated hereby, (ii) the filing
        of
        such documents with, and the obtaining of such orders from, various state
        securities and blue-sky authorities as are required in connection with the
        transactions contemplated hereby, (iii) the filing with the NASDAQ National
        Market of such applications and documents as may be required in connection
        with
        the transactions contemplated hereby and (iv) such other consents, waivers,
        authorizations, filings, approvals and registrations which if not obtained
        or
        made are not reasonably likely to result in a Material Adverse Effect or
        would
        materially impair the ability of the Buyer to consummate the transactions
        contemplated by this Agreement, (each of the filings set forth in clauses
        (i),
        (ii), (iii) and (iv) have been or will be made by the Buyer when due).


      


      (e)
        SEC
        DOCUMENTS. 

      


      (i)
        The
        Buyer has furnished or made available to the Seller and the Partners a correct
        and complete copy of the Form 10-KSB and Form 10-KSB/A for the year ended
        December 31, 2004 and each other report, schedule, registration statement
        and
        definitive proxy statement filed by the Buyer with the SEC on or after the
        date
        of filing of the Form 10-KSB/A for the year ended December 31, 2004 which
        are
        all the documents that the Buyer was required to file (or otherwise did file)
        with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange
        Act on
        or after the date of filing with the SEC of the Form 10-KSB/A for the year
        ended
        December 31, 2004 (collectively,
        the "Buyer’s SEC Documents"). As of their respective filing dates, the Buyer's
        SEC Documents complied when filed in all material respects with the then
        applicable requirements of the Securities Act or the Exchange Act, as the
        case
        may be, and the rules and regulations promulgated by the SEC thereunder.
        

      


      (ii)
        As
        of their respective filing dates, none of the Buyer's SEC Documents contained
        any untrue statement of a material fact or omitted to state a material fact
        required to be stated therein or necessary in order to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading. 

      


      (iii)
        The
        financial statements (including the notes thereto) of the Buyer included
        in the
        Form 10-KSB/A for the year ended December 31, 2004 complied as to form in
        all
        material respects with the then applicable accounting requirements and the
        published rules and regulations of the SEC with respect thereto, were prepared
        in accordance with GAAP during the periods involved (except as may have been
        indicated in the notes thereto), are in accordance with the books and records
        of
        the Buyer, and fairly present the financial position of the Buyer as at the
        dates thereof and the results of its operations, stockholders' equity and
        cash
        flows for the period then ended. 

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      (iv)
        Since the date of filing of the Form 10-QSB, except as disclosed in Section
        2.3(e)(iv) of the Buyer Disclosure Schedule or disclosed in the Buyer’s SEC
        Documents, no event has occurred as of the date hereof which is required
        to be
        reported by the Buyer by filing a Current Report on Form 8-K under the Exchange
        Act. 

      


      (v)
        The
        Buyer’s disclosure controls and procedures (as defined in sections 13a-15(e) and
        15d-15(e) of the Exchange Act) effectively enable the Buyer to comply with,
        and
        the appropriate officers of the Buyer to make all certifications required
        under,
        the Sarbanes-Oxley Act of 2002 and the regulations promulgated
        thereunder.

      


      (f)
        ABSENCE OF CHANGES. From September 30, 2005 through the date hereof, there
        has
        not been any material adverse change in the business, properties, operations
        or
        condition (financial or otherwise) of the Buyer (a “Buyer Material Adverse
        Change”); provided, however, that a change in the market price or trading volume
        of the common stock of Buyer shall not be deemed, in and of itself, to
        constitute a Buyer Material Adverse Change. 

      


      (g)
        BROKERS. Neither the Buyer, nor any of its officers, directors or employees
        have
        employed any broker or finder or incurred any liability for any brokerage
        fees,
        commissions or finders' fees in connection with the transactions contemplated
        hereby. 

      


      ARTICLE
        3. 

      


      RELATED
        AGREEMENTS 

      


      3.1.
        RELATED AGREEMENTS. At the Closing, the following agreements (such agreements
        being herein collectively referred to as the "Related Agreements") will be
        executed and delivered by the respective parties thereto: 

      


      (a)
        REGISTRATION RIGHTS AGREEMENT. The Buyer, Seller and the Partners shall enter
        into a registration rights agreement, in the form attached hereto as EXHIBIT
        A,
        pursuant to which the Buyer shall file a registration statement with respect
        to
        the Stock Consideration.

      


      (b)
        ESCROW AGREEMENT. The Buyer, Seller and the Partners shall enter into an
        Escrow
        Agreement substantially in the form of EXHIBIT B, pursuant to which the Buyer
        shall deposit with the Escrow Agent (as defined in the Escrow Agreement)
        all of
        the Stock Consideration.

      


      (c)
        EMPLOYMENT AGREEMENT. The Buyer shall enter into an Employment Agreement
        with
        Assaf Rozenblatt, substantially in the form attached hereto as EXHIBIT C
        (the
        "Employment Agreement"), pursuant to which, among other things, Assaf Rozenblatt
        will become an employee of the Buyer, at the discretion of the Buyer.


       

      (d)
        EMPLOYEE CONFIDENTIALITY AND ASSIGNMENT OF INVENTIONS AGREEMENT. Assaf
        Rozenblatt shall enter into a non-competition, confidentiality and assignment
        of
        inventions agreement with the Buyer, effective as of the Closing Date, in
        the
        form of EXHIBIT D attached hereto (the "Employee Confidentiality Agreement"),
        providing for, among other things, restrictions upon such person from competing
        with the business of the Buyer, non-disclosure of confidential information
        and
        ownership of proprietary information and rights.

      


      (e)
        REPRESENTATION LETTER. The Seller and Assaf Rozenblatt shall provide the
        Representation Letter (the “Representation Letter”) substantially in the form
        attached hereto as EXHIBIT D.

      


      
        
          
          

        

        
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      ARTICLE
        4. 

      


      CONDUCT
        AND TRANSACTIONS PRIOR 

      TO
        CLOSING DATE; ADDITIONAL AGREEMENTS 

      


      4.1.
        LEGAL CONDITIONS TO TRANSACTIONS. Each party hereto shall use its reasonable
        best efforts to comply promptly with all legal requirements that may be imposed
        on such party with respect to the transactions contemplated hereunder and
        will
        take all action necessary to cooperate with and furnish information to the
        other
        party in connection with any such requirements imposed upon such other party
        in
        connection with the transactions contemplated hereunder. Each party hereto
        shall
        take all reasonable actions necessary (a) to obtain (and will take all
        reasonable actions necessary to promptly cooperate with the other party in
        obtaining) any consent, authorization, order or approval of, or any exemption
        by, any Governmental Authority, or other third party, required to be obtained
        or
        made by such party (or by the other parties) in connection with the taking
        of
        any action contemplated by this Agreement, (b) to defend, lift, rescind or
        mitigate the effect of any lawsuit, order, injunction or other action adversely
        affecting the ability of such party to consummate the transactions contemplated
        hereby and (c) to fulfill all conditions precedent applicable to such party
        pursuant to this Agreement. 

      


      4.2.
        CONSENTS. Each party hereto shall use its best efforts, and the other parties
        shall cooperate with such efforts, to obtain any consents and approvals of,
        or
        effect the notification of or filing with, each person or authority, whether
        private or governmental, whose consent or approval is required in order to
        permit the consummation of the transactions contemplated hereby and to enable
        the Buyer to conduct and operate the business of the Seller as presently
        conducted and as proposed to be conducted. 

      


      4.3.
        EFFORTS TO CONSUMMATE. Subject to the terms and conditions herein provided,
        the
        parties hereto shall use their reasonable best efforts to do or cause to
        be done
        all such acts and things as may be necessary, proper or advisable, consistent
        with all applicable laws and regulations, to consummate and make effective
        the
        transactions contemplated hereby and to satisfy or cause to be satisfied
        all
        conditions precedent that are set forth in Article 6 as soon as reasonably
        practicable. 

      


      4.4.
        NOTICE OF BREACH. Within a reasonable time period following such event, each
        party hereto shall notify the other parties in writing upon the occurrence
        of
        any act, event, circumstance or thing that would cause or result in a
        representation or warranty hereunder being untrue at the Closing, the failure
        of
        a closing condition to be achieved at the Closing, or any other breach or
        violation hereof or default hereunder. 

      


      4.5.
        SUPPORT OF TRANSACTION BY OFFICERS, DIRECTORS AND PARTNERS. Each party hereto
        shall use its reasonable best efforts to cause all of its officers, directors
        and partners, as the case may be, to support the transactions contemplated
        hereunder and to take all actions and execute all documents reasonably requested
        by the other parties hereto to carry out the intent of the parties with respect
        to the transactions contemplated hereby. 

      


      4.6.
        SUPPORT OF TRANSACTION BY PARTNERS. Each of the Partners shall use its
        reasonable efforts to cause the Seller to duly observe and perform its
        obligations under this Agreement. 

      


      4.7 TERMINATION
        OF AGREEMENTS. Prior to or upon the Closing Date, all of the hosting and
        ad
        revenue agreements set forth on Section 4.7 of the Sellers Disclosure Schedule
        shall have been terminated, except that Seller agrees that the hosting agreement
        between Seller and ServerBeach will be maintained for three (3) business
        days
        after the Closing Date.

      


      4.8 QUALIFICATION
        TO DO BUSINESS IN NEW YORK. The Seller and the Partners agree that subsequent
        to
        the Closing, they will be responsible (including payment of expenses and
        fees
        related thereto) for filing with the State of New York an Application for
        Authority to do Business in the State of New York on behalf of the
        Company. 

      


      


      
        
          
          

        

        
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      ARTICLE
        5. 

      


      CONDITIONS
        PRECEDENT 

      


      5.1.
        CONDITIONS TO EACH PARTY'S OBLIGATIONS. The obligations of each party hereto
        to
        perform this Agreement is subject to the satisfaction of the following
        conditions unless waived (to the extent such conditions can be waived) by
        all
        parties hereto: 

      


      (a)
        APPROVALS. The Buyer and the Seller and their respective subsidiaries and
        each
        of the Partners shall have timely obtained from each Governmental Authority
        all
        approvals, waivers and consents, if any, necessary for consummation of the
        transactions contemplated hereby, including such approvals, waivers and consents
        as may be required under the Securities Act and under state securities laws.
        

      


      (b)
        LEGAL
        ACTION. No temporary restraining order, preliminary injunction or permanent
        injunction or other order preventing the consummation of the transactions
        contemplated hereunder shall have been issued by any Federal or state court
        or
        other Governmental Authority and remain in effect. 

      


      (c)
        LEGISLATION. No Federal, state, local or foreign statute, rule or regulation
        shall have been enacted which prohibits, restricts or delays the consummation
        of
        the transactions contemplated by this Agreement or any of the conditions
        to the
        consummation of such transactions. 

      


      5.2.
        CONDITIONS TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to perform
        this Agreement and the Related Agreements to which it is a party is subject
        to
        the satisfaction of the following conditions unless waived (to the extent
        such
        conditions can be waived) by the Buyer at the Closing: 

      


      (a)
        REPRESENTATIONS AND WARRANTIES OF THE SELLER. The representations and warranties
        of the Seller and each of the Partners set forth in Sections 2.1 and 2.2
        hereof
        shall be true and correct as of the Closing Date (except to the extent any
        such
        representation or warranty expressly speaks as of an earlier date, which
        representations and warranties shall be true and correct as of such date
        in the
        same manner as specified above), and the Buyer shall have received a certificate
        signed on behalf of the Seller by one of the Partners of the Seller to such
        effect.

      


      (b)
        PERFORMANCE OF OBLIGATIONS OF THE SELLER AND EACH OF THE PARTNERS. The Seller
        and each of the Partners shall have performed in all material respects the
        obligations required to be performed by each of them under this Agreement
        prior
        to or as of the Closing Date, and the Buyer shall have received a certificate
        signed by one of the General Partners of the Seller to that effect.


      


      (c)
        CONSENTS AND APPROVALS. Duly executed copies of all consents and approvals
        contemplated by this Agreement or the Seller Disclosure Schedule, in form
        and
        substance satisfactory to the Buyer, shall have been delivered by the Seller.
        

       

      (d)
        GOVERNMENT CONSENTS, AUTHORIZATIONS, ETC. Copies of all consents,
        authorizations, orders or approvals of, and filings or registrations with,
        any
        Governmental Authority which are required for or in connection with the
        execution and delivery by the Seller and each of the Partners of this Agreement
        and the Related Agreements and the consummation by the Seller and each of
        the
        Partners of the transactions contemplated hereby, shall have been delivered
        by
        the Seller. 

      


      (e)
        RELATED AGREEMENTS. Each of the Related Agreements shall be in full force
        and
        effect as of the Closing Date and become effective in accordance with the
        respective terms thereof and the actions required to be taken thereunder
        by the
        parties thereto immediately prior to the Closing Date shall have been taken,
        and
        each person or entity who or which is required or contemplated by the parties
        hereto to be a party to any Related Agreement who or which did not theretofore
        enter into such Related Agreement shall execute and deliver such Related
        Agreement. 

      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      5.3.
        CONDITIONS TO OBLIGATIONS OF THE SELLER. The obligations of the Seller and
        each
        of the Partners to perform this Agreement and the Related Agreements to which
        they are a party are subject to the satisfaction of the following conditions
        unless waived (to the extent such conditions can be waived) by the Seller
        at the
        Closing: 

      


      (a)
        REPRESENTATIONS AND WARRANTIES OF THE BUYER. The representations and warranties
        of the Buyer set forth in Section 2.3 hereof shall be true and correct as
        of the
        Closing Date as though made on and as of the Closing Date (except to the
        extent
        any such representation or warranty expressly speaks as of an earlier date,
        which representations and warranties shall be true and correct as of such
        date
        in the same manner as specified above), and the Seller shall have received
        a
        certificate signed on behalf of the Buyer by the Chief Executive Officer
        of the
        Buyer to such effect.

      


      (b)
        PERFORMANCE OF OBLIGATIONS OF THE BUYER. The Buyer shall have performed in
        all
        material respects its obligations required to be performed by it under this
        Agreement prior to or as of the Closing Date and the Seller shall have received
        a certificate signed by the Chief Executive Officer of the Buyer to that
        effect.


      


      (c)
        GOVERNMENT CONSENTS, AUTHORIZATIONS, ETC. Copies of all consents,
        authorizations, orders or approvals of, and filings or registrations with,
        any
        Governmental Authority which are required for or in connection with the
        execution and delivery by the Buyer of this Agreement and the Related Agreements
        and the consummation by the Buyer of the transactions contemplated hereby
        or
        thereby, shall have been delivered by the Buyer. 

      


      (d)
        RELATED AGREEMENTS. Each of the Related Agreements shall be in full force
        and
        effect as of the Closing Date and become effective in accordance with the
        respective terms thereof and the actions required to be taken thereunder
        by the
        parties thereto immediately prior to the Closing Date shall have been taken,
        and
        each person or entity who or which is required or contemplated by the parties
        hereto to be a party to any Related Agreement who or which did not theretofore
        enter into such Related Agreement shall execute and deliver such Related
        Agreement. 

      


      (e)
        PURCHASE PRICE. The delivery of the Cash Consideration and the Stock
        Consideration deliverable at the Closing Date in the manner and otherwise
        in
        accordance with Article 1 hereof, shall have been made by the Buyer.


      


      ARTICLE
        6. 

      


      ADDITIONAL
        AGREEMENTS 

       

      6.1.
        RESTRICTIONS ON TRANSFER. 

      


      (a)
        The
        shares of the Buyer’s common stock to be issued to the Seller at the Closing
        Date and any shares of capital stock or other securities received with respect
        thereto (collectively, the "Restricted Securities") shall not be sold,
        transferred, assigned, pledged, encumbered or otherwise disposed of (each,
        a
        "Transfer") except upon the conditions specified in this Section 6.1, which
        conditions are intended to insure compliance with the provisions of the
        Securities Act. The Seller shall observe and comply with the Securities Act
        and
        the rules and regulations promulgated by the SEC thereunder as now in effect
        or
        hereafter enacted or promulgated, and as from time to time amended, in
        connection with any Transfer of Restricted Securities beneficially owned
        by the
        Seller. 

      


      (b)
        Each
        certificate representing the Restricted Securities issued to the Seller and
        each
        certificate for such securities issued to subsequent transferees of any such
        certificate shall (unless otherwise permitted by the provisions of Sections
        6.1(c) and 6.1(d) hereof) be stamped or otherwise imprinted with a legend
        in
        substantially the following form: 

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      "THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
        ANY
        APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT
        BE
        SOLD, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
        IN THE
        ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE
        TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTIONS
        1.3 AND 6.1 OF THE PURCHASE AGREEMENT DATED AS OF DECEMBER 1, 2005 AMONG
        ANSWERS
        CORPORATION, BRAINBOOST PARTNERSHIP AND THE OTHER SIGNATORIES THERETO AND
        NO
        TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS
        HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS,
        ANSWERS
        CORPORATION HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE,
        NOT
        BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN
        THE
        NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO
        COST
        BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
        SECRETARY OF ANSWERS CORPORATION" 

      


      (c)
        The
        Seller agrees, prior to any Transfer of Restricted Securities, to give written
        notice to the Buyer of the Seller’s intention to effect such Transfer and to
        comply in all other respects with the provisions of this Section 6.1. Each
        such
        notice shall describe the manner and circumstances of the proposed Transfer
        and
        shall be accompanied by the written opinion, addressed to the Buyer, of counsel
        for the holder of such Restricted Securities, stating that in the opinion
        of
        such counsel (which opinion and counsel shall be reasonably satisfactory
        to the
        Buyer) such proposed transfer does not involve a transaction requiring
        registration or qualification of such Restricted Securities under the Securities
        Act or the securities or "blue-sky" laws of any relevant state of the United
        States. The holder thereof shall thereupon, with the written consent of the
        Buyer, be entitled to Transfer such Restricted Securities in accordance with
        the
        terms of the notice delivered by it to the Buyer. Each certificate or other
        instrument evidencing the securities issued upon the Transfer of any such
        Restricted Securities (and each certificate or other instrument evidencing
        any
        untransferred balance of such Restricted Securities) shall bear the legend
        set
        forth in Section 6.1(b) unless (x) in such opinion of counsel of the Buyer
        registration of any future Transfer is not required by the applicable provisions
        of the Securities Act or (y) the Buyer shall have waived the requirement
        of such
        legends. The Seller shall not Transfer any Restricted Securities until such
        opinion of counsel has been given (unless waived by the Buyer or unless such
        opinion is not required in accordance with the provisions of this Section
        6.1(c)). 

      


      (d)
        Notwithstanding the foregoing provisions of this Section 6.1, the restrictions
        imposed by this Section 6.1 upon the transferability of Restricted Securities
        shall cease and terminate when (i) any such shares are sold or otherwise
        disposed of pursuant to an effective registration statement under the Securities
        Act or as otherwise contemplated by Section 6.1(c) and, pursuant to Section
        6.1(c), the securities so transferred are not required to bear the legend
        set
        forth in Section 6.1(b) or (ii) the holder of such Restricted Securities
        has met
        the requirements for Transfer of such Restricted Securities pursuant to Rule
        144. Whenever the restrictions imposed by this Section 7.1 shall terminate,
        as
        herein provided, the holder of Restricted Securities as to which such
        restrictions have terminated shall be entitled to receive from the Buyer,
        without expense, a new certificate not bearing the restrictive legend set
        forth
        in Section 6.1(b) and not containing any other reference to the restrictions
        imposed by this Section 6.1. 

      


      (e)
        Notwithstanding anything contained in this Section 6.1 and Section 1.3 (c)
        to
        the contrary, the Seller shall be permitted to transfer the Restricted
        Securities to the Partners (and family members of any of the Partners), after
        providing the Buyer with notice in accordance with Section 6.1(c), so long
        as
        the Partners (and family members of any of the Partners) shall agree to be
        subject to the restrictions set forth in this Section 6.1 and Section
        1.3(c).

      


      (f)
        The
        Seller understands and agrees that the Buyer, at its discretion, may cause
        stop
        transfer orders to be placed with its transfer agent with respect to
        certificates for Restricted Securities owned by Seller but not as to
        certificates for such shares of the Buyer’s common stock as to which the legend
        set forth in Section 6.1(b) is no longer required because one or more of
        the
        conditions set forth in Section 6.2(d) shall have been satisfied. 

      


      
        
          
          

        

        
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      6.2.
        CONFIDENTIALITY. Each party hereto agrees that any information obtained by
        such
        party (the "Receiving Party") pursuant to or in connection with this Agreement,
        the Related Agreements and the transactions contemplated hereby and thereby
        which may be proprietary or otherwise confidential to any other party hereto
        (the "Disclosing Party") will not except (i) to the extent required by law,
        (ii)
        pursuant to legal process, (iii) as required for financial disclosure or
        (iv) as
        required for tax purposes, be disclosed by the Receiving Party without the
        prior
        written consent of the Disclosing Party. Each party further acknowledges
        and
        understands that any information obtained which may be considered "inside"
        non-public information will not be utilized by such party in connection with
        purchases and/or sales of the Buyer Common Stock except in compliance with
        applicable state and federal anti-fraud statutes. The provisions of this
        Section
        6.2 shall not be in limitation of any rights which the Buyer may have with
        respect to the books and records of the Seller, or to inspect its properties
        or
        discuss its affairs, finances and accounts, under the laws of the jurisdiction
        in which it is incorporated. 

      


      ARTICLE
        7. 

      


      INDEMNIFICATION
        

       

      7.1.
        DEFINITIONS. As used in this Agreement, the following terms shall have the
        following meanings: 

      


      (a)
        "AFFILIATE" as to any person means any entity, directly or indirectly, through
        one or more intermediaries, controlling, controlled by or under common control
        with such person. 

      


      (b)
        "EVENT OF INDEMNIFICATION" shall mean the following: 

      


      (i)
        the
        untruth, inaccuracy or breach of any representation or warranty of the Seller
        or
        any of the Partners (including the fact and circumstances underlying such
        untruth, inaccuracy or breach) contained in Section 2.1 of this Agreement,
        or in
        the Seller Disclosure Schedule, any Exhibit or Schedule hereto or any other
        document delivered in connection herewith or therewith (without giving effect
        to
        any "Material Adverse Effect" or other materiality qualification contained
        or
        incorporated directly or indirectly in such representation or warranty other
        than the representations and warranties set forth in Section 2.1 (ee));


      


      (ii)
        the
        untruth, inaccuracy or breach of any representation or warranty of any of
        the
        Partners (including the fact and circumstances underlying such untruth,
        inaccuracy or breach) contained in Section 2.2 of this Agreement, or in the
        Seller Disclosure Schedule, any Exhibit or Schedule hereto or any other document
        delivered in connection herewith or therewith (without giving effect to any
        "Material Adverse Effect" or other materiality qualification contained or
        incorporated directly or indirectly in such representation or warranty other
        than the representations and warranties set forth in Section 2.1 (ee));


      


      (iii)
        the
        breach of any agreement or covenant of the Seller or any of the Partners
        contained in this Agreement, the Related Agreements (except the Employment
        Agreement) or in the Seller Disclosure Schedule, any Exhibit hereto or any
        other
        document delivered in connection herewith or therewith; 

      


      (iv)
        the
        untruth, inaccuracy or breach of any representation or warranty of the Buyer
        (including the fact and circumstances underlying such untruth, inaccuracy
        or
        breach) contained in Section 2.3 of this Agreement, or in the Buyer Disclosure
        Schedule, any Exhibit or Schedule hereto or any other document delivered
        in
        connection herewith (without giving effect to any "Material Adverse Effect"
        or
        other materiality qualification contained or incorporated directly or indirectly
        in such representation or warranty, other than the representation and warranty
        set forth in Section 2.3 (e) (ii)) or 

      


      (v)
        the
        breach of any agreement or covenant of the Buyer contained in this Agreement,
        the Related Agreements (except the Employment Agreement) or in the Buyer
        Disclosure Schedule, any Exhibit hereto or any document delivered in connection
        herewith. 

      


      
        
          
          

        

        
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      (c)
        "INDEMNIFIED PERSONS" shall mean and include (A) with respect to an
        Indemnification Event described in subsections 7.1(b)(i) and 7.1(b)(iii)
        hereof
        (each a “Seller Event of Indemnification”), the Buyer and its Affiliates,
        successors and assigns, and the officers, directors and agents of the Buyer
        (the
“Buyer Indemnified Persons”), (B) with respect to an Indemnification Event
        described in subsection 7.1(b)(ii) hereof (each, a “Partner Event of
        Indemnification”), the Buyer Indemnified Persons or (C) with respect to an
        Indemnification Event described in subsections 7.1(b)(iv) and 7.1(b)(v) hereof
        (each, a “Buyer Event of Indemnification”), the Partners and the Seller and
        their respective Affiliates, successors and assigns, and the respective
        officers, directors and agents of each of the foregoing (the “Seller Indemnified
        Persons”). 

      


      (d)
        "INDEMNIFYING PERSONS" shall mean and include (A) with respect to an
        Indemnification Event described in subsections 7.1(b)(i) and 7.1(b)(iii)
        hereof,
        each of the Partners and their respective successors, assigns, heirs and
        legal
        representatives and estates, as the case may be (the “Seller Indemnifying
        Persons”), (B) with respect to an Indemnification Event described in Section
        7.1(b)(ii) hereof, such Partner who breached a representation or warranty
        contained in Section 2.2 hereof or provided inaccurate or untrue information
        in
        connection with the representations set forth in Section 2.2 hereof (the
        “Partner Indemnifying Persons”), and (C) with respect to an Indemnification
        Event described in subsections 7.1(b)(iv) and 7.1(b)(v) hereof, the Buyer
        and
        its successors and assigns (the “Buyer Indemnifying Persons”). 

      


      (e)
        "LOSSES" shall mean any and all losses, claims, damages, liabilities, expenses
        (including reasonable attorneys', accountants' and experts' fees) sustained,
        suffered or incurred by any Indemnified Person arising from or in connection
        with any such matter that is the subject of indemnification under Section
        7.2
        hereof. 

      


      7.2.
        INDEMNIFICATION GENERALLY. Subject to Section 7.6 hereof, (a) the Partners
        shall
        severally but not jointly indemnify the Buyer Indemnified Persons for, and
        hold
        each of them harmless from and against, any and all Losses arising from or
        in
        connection with any Seller Event of Indemnification, (b) the Partner
        Indemnifying Persons shall indemnify the Buyer Indemnified Person for, and
        hold
        each of them harmless from and against, any and all Losses arising from or
        in
        connection with a Partner Event of Indemnification and (c) the Buyer
        Indemnifying Persons shall jointly and severally indemnify the Seller
        Indemnified Persons for, and hold each of them harmless from and against,
        any
        and all Losses arising from or in connection with a Buyer Event of
        Indemnification. 

      


      7.3.
        ASSERTION OF CLAIMS. No claim shall be brought under this Article 7 unless
        the
        Indemnified Persons, or any of them, at any time prior to sixty (60) days
        after
        the applicable Survival Date (“Indemnification Notice Period”), give the
        Partners or the Buyer , as applicable, (a) written notice of the existence
        of
        any such claim, specifying the nature and basis of such claim and the amount
        or
        estimated amount thereof, to the extent known, or (b) written notice pursuant
        to
        Section 7.4 of any third party claim, the existence of which might give rise
        to
        such a claim but the failure so to provide such notice to the Partners will
        not
        relieve the Indemnifying Persons from any liability that they may have to
        the
        Indemnified Persons under this Agreement or otherwise (unless and only to
        the
        extent that such failure results in the loss or compromise of any rights
        or
        defenses of the Indemnifying Persons and they were not otherwise aware of
        such
        action or claim or unless the notice has not been provided during the applicable
        Indemnification Notice Period). Upon the giving of such written notice as
        aforesaid, the Indemnified Persons, or any of them, shall have the right
        to
        commence legal proceedings prior or subsequent to the Survival Date for the
        enforcement of their rights under Section 7.2 hereof. 

      


      7.4.
        NOTICE AND DEFENSE OF THIRD PARTY CLAIMS. Losses resulting from the assertion
        of
        liability by third parties (each, a "Third Party Claim") shall be subject
        to the
        following terms and conditions: 

      


      (a)
        The
        Indemnified Persons shall promptly give written notice to the Partners or
        the
        Buyer, as applicable, of any Third Party Claim that might give rise to any
        Loss
        by the Indemnified Persons, or any of them, stating the nature and basis
        of such
        Third Party Claim, and the amount thereof, to the extent known. Copies of
        all
        relevant documentation with respect to such Third Party Claim shall promptly
        follow, including, without limitation, any summons, complaint or other pleading
        that may have been served, any written demand or any other document or
        instrument. Notwithstanding the foregoing, the failure to provide notice
        as
        aforesaid will not relieve the Indemnifying Persons from any liability which
        they may have to the Indemnified Persons under this Agreement or otherwise
        (unless and only to the extent that such failure results in the loss or
        compromise of any rights or defenses of the Indemnifying Person and they
        were
        not otherwise aware of such action or claim or unless the notice has not
        been
        provided during the applicable Indemnification Notice Period). 

      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      (b)
        If
        the Indemnifying Person acknowledges in writing its obligation to indemnify
        the
        Indemnified Persons hereunder against any Losses that may result from such
        Third
        Party Claims, then the Indemnifying Person shall be entitled, at its option,
        to
        assume and control the defense of such Third Party Claim at its expense and
        through counsel of its reasonable choice if it gives notice to the Indemnified
        Persons within twenty (20) calendar days of the receipt of notice of such
        Third
        Party Claim from the Indemnified Persons of its intention to do so. If the
        Indemnifying Person elects to assume and control the defense of any such
        Third
        Party Claim, the Indemnified Persons shall have the right to employ separate
        counsel and to participate in (but not control) the defense, compromise or
        settlement of the Third Party Claim, but the fees and expenses of such counsel
        will be at the expense of the Indemnified Persons, unless (i) the Indemnifying
        Person has agreed to pay such fees and expenses, or (ii) the Indemnified
        Persons
        has been advised by its counsel that there may be one or more defenses
        reasonably available to it which are different from or additional to those
        available to the Indemnifying Person, and in any such case that portion of
        the
        fees and expenses of such separate counsel that are reasonably related to
        matters covered by the indemnification provided by this Article 7 will be
        paid
        by the Indemnifying Person. Expenses of counsel to the Indemnified Persons
        shall
        be reimbursed on a current basis by the Indemnifying Person if there is no
        dispute as to the obligation of the Indemnifying Person to pay such amounts
        pursuant to this Article 7. In the event the Indemnifying Person exercises
        its
        right to undertake the defense against any such Third Party Claim as provided
        above, the Indemnified Persons shall cooperate with the Indemnifying Person
        in
        such defense and make available to the Indemnifying Person, at the Indemnifying
        Person's expense, all witnesses, pertinent records, materials and information
        in
        its possession or under its control relating thereto as is reasonably required
        by the Indemnifying Person. Similarly, in the event the Indemnified Persons
        is,
        directly or indirectly, conducting the defense against any such Third Party
        Claim, the Indemnifying Person shall cooperate with the Indemnified Persons
        in
        such defense and make available to it, at the Indemnifying Person's expense,
        all
        such witnesses, records, materials and information in its possession or under
        its control relating thereto as is reasonably required by the Indemnified
        Persons. No such Third Party Claim, except the settlement thereof which involves
        the payment of money only (by a party or parties other than the Indemnified
        Persons) and for which the Indemnified Persons is released by the third party
        claimant and is totally indemnified by the Indemnifying Person without admission
        of fault of liability, may be settled by the Indemnifying Person without
        the
        written consent of the Indemnified Persons. No Third Party Claim which is
        being
        defended in good faith by the Indemnifying Person shall be settled by the
        Indemnified Persons without the written consent of the Indemnifying Person.
        

      


      7.5.
        SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Subject to the further provisions
        of
        this Section 7.5, the respective representations and warranties of (a) the
        Partners set forth in Sections 2.1 and 2.2 shall survive the Closing Date
        until
        one (1) year following the Closing Date, except that the representations
        and
        warranties contained in (i) Section 2.1(d) (Right to Transfer) shall not
        so
        terminate but shall survive the Closing until the applicable statute of
        limitation shall have expired and (ii) Section 2.1(i) (Tax Matters) shall
        not so
        terminate but shall survive the Closing until sixty (60) days after the
        applicable statute of limitations shall have expired with respect to all
        matters
        referenced therein and (b) the Seller and the Buyer shall survive the Closing
        Date until one (1) year following the Closing Date, except that the
        representations and warranties contained in Section 2.1(i) (Tax Matters)
        shall
        not so terminate but shall survive the Closing until sixty (60) days after
        the
        applicable statute of limitations shall have expired with respect to all
        matters
        referenced therein. For convenience of reference, the date upon which any
        representation or warranty contained herein shall terminate is referred to
        herein as the "Survival Date." All covenants and agreements of the Buyer
        or the
        Partners contained herein shall survive the Closing in accordance with their
        respective terms. Anything contained herein to the contrary notwithstanding,
        the
        representations and warranties of the Seller contained in this Agreement
        (including, without limitation, the Seller Disclosure Schedule) (i) are being
        given by the Seller on behalf of the Partners and for the purpose of binding
        the
        Partners to the terms and provisions of this Article 7, and as an inducement
        to
        the Buyer to enter into this Agreement (and the Seller and the Partners
        acknowledge that the Buyer has expressly relied thereon) and (ii) are solely
        for
        the benefit of the Buyer Indemnified Persons and each of them. Accordingly,
        no
        third party (including, without limitation, the Partners or anyone acting
        on
        behalf of any thereof) other than the Buyer Indemnified Persons, and each
        of
        them, shall be a third party or other beneficiary of such representations
        and
        warranties and no such third party shall have any rights of contribution
        against
        the Seller with respect to such representations or warranties or any matter
        subject to or resulting in indemnification under this Article 7 or otherwise.
        

      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      7.6.
        LIMITATION ON INDEMNIFICATION. 

      


      (i) The
        Indemnifying Persons shall not be obligated to indemnify the Indemnified
        Persons
        pursuant to this Article 7 with respect to any Losses pursuant to Section
        7.2
        until the aggregate amount of such Losses exceeds fifteen thousand dollars
        ($15,000) (the "Basket Amount"), whereupon the Indemnifying Persons shall
        be
        obligated to indemnify the Indemnified Persons for all Losses in excess of
        the
        Basket Amount; provided, however, that the Indemnifying Persons shall be
        obligated to indemnify the Indemnified Persons for the first dollar of all
        Losses arising out of or related to a breach of the representations and
        warranties contained in Sections 2.1(c), 2.1(d), 2.1(f), 2.1(g), 2.1(i),
        2.1(j)
        and 2.1(l); provided, further, that the aggregate maximum indemnification
        liability of the Indemnifying Persons pursuant to this Article 7, shall not
        exceed Two Million Two Hundred and Fifty Thousand Dollars ($2,250,000) (the
        “Indemnification Liability Cap”); provided, further, that the aggregate maximum
        indemnification liability of each of the Partner Indemnifying Persons pursuant
        to this Article 7 shall not exceed their pro rata portion of the Indemnification
        Liability Cap (based on their relative ownership of the partnership interests
        of
        the Seller).

      


      (ii) For
        purposes of satisfying an indemnification obligation of the Seller Indemnifying
        Persons or the Partner Indemnifying Persons under this Article 7, each share
        of
        the Buyer’s common stock tendered by or on behalf of the Seller Indemnifying
        Persons or the Partner Indemnifying Persons in satisfaction of a Seller Event
        of
        Indemnification or a Partner Event of Indemnification under this Article
        7 shall
        have a value equal to the Closing Price.

      


      (iii) Each
        Indemnifying Person’s liability for any Losses shall be limited to the amount of
        such Losses net of the difference between any insurance proceeds received
        by the
        Indemnified Person in respect thereof minus the amount of premiums paid for
        such
        insurance by the Indemnified Person.

      


      (iv) Notwithstanding
        any other provision of this Agreement, Losses related to the matters set
        forth
        in Section 2.1(d), Losses attributable to fraud and Losses related to Buyer’s
        covenants and agreements set forth in Section 1.3(b) (which Losses shall
        not be
        subject to the Indemnification Liability Cap set forth in Section 7.6(i),
        the
        indemnities set forth in this Article 7 shall be the exclusive remedies of
        the
        Indemnified Persons for any misrepresentation or breach of any representation
        or
        warranty or covenant or agreement contained in this Agreement or in the Related
        Agreements.

      


      (vi) The
        Seller Indemnifying Persons and the Partner Indemnifying Persons shall satisfy
        indemnification obligations by payment, at their election, in either cash
        or
        shares of the Stock Consideration issued hereunder with a value based on
        the
        Closing Price and equal to the Losses for which indemnification is claimed.
        

      


      (vii) To
        the
        extent the Escrowed Shares have not been or would not be exhausted, unless
        in
        the Buyer Indemnified Persons reasonable discretion it would be deemed to
        limit
        or prejudice the Buyer Indemnified Persons rights (other than the right to
        seek
        satisfaction of Losses other than from the Escrowed Shares, the Buyer
        Indemnified Persons shall first seek satisfaction of Losses from the Escrowed
        Shares.

      


      ARTICLE
        8. 

      


      MISCELLANEOUS
        

      


      8.1.
        ENTIRE AGREEMENT. This Agreement (including the Seller Disclosure Schedule
        and
        the Exhibits attached hereto), the Related Agreements and the other writings
        referred to herein contain the entire agreement among the parties hereto
        with
        respect to the transactions contemplated hereby and supersede all prior or
        contemporaneous agreements or understandings, written or oral, among the
        parties
        with respect thereto. All covenants and agreements of the Buyer or the Partners
        contained herein shall survive the Closing in accordance with their respective
        terms.

      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      8.2.
        DESCRIPTIVE HEADINGS. Descriptive headings are for convenience only and shall
        not control or affect the meaning or construction of any provision of this
        Agreement. 

      


      8.3.
        PUBLIC ANNOUNCEMENTS. The parties hereto agree that, to the maximum extent
        feasible, but subject, in the case of the Buyer, to its public disclosure
        and,
        as to all parties, other legal and regulatory obligations, they shall advise
        and
        confer with each other prior to the issuance (and provide copies to the other
        party prior to issuance) of any public announcements, reports, statements
        or
        releases pertaining to the transactions contemplated hereunder. 

      


      8.4.
        NOTICES. All notices or other communications which are required or permitted
        hereunder shall be in writing and sufficient if delivered personally or sent
        by
        nationally-recognized overnight courier or by registered or certified mail,
        postage prepaid, return receipt requested, or by facsimile, with confirmation
        as
        provided above addressed as follows: 

      


      (a)
        if to
        the Buyer, to: 

      


      Answers
        Corporation 

      Jerusalem
        Technology Park

      The
        Tower

      Jerusalem
        91481 Israel

      Attention:
        Robert S. Rosenschein, CEO 

      Telephone:
        +972 (2) 649-5000

      Telecopier:
        +972 (2) 649-5001 

      


      with
        a
        copy (not constituting notice) to: 

      


      Sichenzia
        Ross Friedman Ference LLP 

      1065
        Avenue of the Americas, 21st
        Floor


      New
        York,
        New York 10018 

      Attention:
        Jeffrey J. Fessler, Esq. 

      Telephone:
        (212) 930-9700 

      Telecopier:
        (212) 930-9725

      


      (b)
        if to
        the Seller, to: 

      


      Brainboost
        Partnership

      Michael
        S. Hyman

      45
        Armand
        Rd.

      Ridgefield,
        CT 06877

      Attention:
        Assaf Rozenblatt and Edo Segal

      Telephone:
        (203) 894-1212

      Telecopier:
        (203) 894-1212 

      


      with
        a
        copy (not constituting notice) to: 

      


      Michael
        S. Hyman

      127
        West
        96th
        Street
        #15B

      New
        York,
        NY

      Telephone:
        (646) 326-8596

      Telecopier:
        (212) 316-5237

      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      (c)
        if to
        the Partners, to

      


      Michael
        S. Hyman

      45
        Armand
        Rd.

      Ridgefield,
        CT 06877

      Telephone:
        (203) 894-1212

      Telecopier:
        (203) 894-1212 

      


      (d)
        All
        such notices or communications shall be deemed to be received (i) in the
        case of
        personal delivery or facsimile, on the date of such delivery, (ii) in the
        case
        of nationally-recognized overnight courier, on the next Business Day after
        the
        date when sent and (iii) in the case of mailing, on the third Business Day
        following the date on which the piece of mail containing such communication
        was
        posted. 

      


      8.5.
        COUNTERPARTS. This Agreement may be executed in any number of counterparts
        by
        original or facsimile signature, each such counterpart shall be an original
        instrument, and all such counterparts together shall constitute one and the
        same
        agreement. 

      


      8.6.
        GOVERNING LAW. This Agreement shall be governed by and construed in accordance
        with the laws of the State of New York applicable to contracts made and to
        be
        performed wholly therein (without regard to principles of conflicts of laws).
        

      


      8.7.
        BENEFITS OF AGREEMENT. All the terms and provisions of this Agreement shall
        be
        binding upon and inure to the benefit of the parties hereto and their respective
        successors and permitted assigns. 

      


      8.8.
        PRONOUNS. As used herein, all pronouns shall include the masculine, feminine,
        neuter, singular and plural thereof whenever the context and facts require
        such
        construction. 

      


      8.9.
        AMENDMENT, MODIFICATION AND WAIVER. This Agreement shall not be altered or
        otherwise amended except pursuant to an instrument in writing signed by (i)
        the
        Buyer, (ii) the Seller and (iii) the Partners; provided, however, that any
        party
        to this Agreement may waive any obligation owed to it by any other party
        under
        this Agreement. The waiver by any party hereto of a breach of any provision
        of
        this Agreement shall not operate or be construed as a waiver of any subsequent
        breach. 

      


      8.10.
        SEVERABILITY. If any term or other provision of this Agreement is invalid,
        illegal or incapable of being enforced by any rule of law or public policy,
        all
        other conditions and provisions of this Agreement shall nevertheless remain
        in
        full force and effect so long as the economic or legal substance of the
        transactions contemplated hereby is not affected in any manner adverse to
        any
        party. Upon such determination that any term or other provision is invalid,
        illegal or incapable of being enforced, the parties hereto shall negotiate
        in
        good faith to modify this Agreement so as to effect the original intent of
        the
        parties as closely as possible in an acceptable manner to the end that the
        transactions contemplated hereby are fulfilled to the greatest extent possible.
        

      


      8.11.
        FURTHER ASSURANCES. Each party agrees to cooperate fully with the other parties
        and to execute such further instruments, documents and agreements and to
        give
        such further written assurances as may be reasonably requested by any other
        party to evidence and reflect the transactions described herein and contemplated
        hereby and to carry into effect the intents and purposes of this Agreement.
        

      


      8.12.
        CONSENT TO JURISDICTION; WAIVERS. Each of the parties hereto irrevocably
        submits
        to the exclusive jurisdiction of (a) the Supreme Court of the State of New
        York,
        New York County, and (b) the United States District Court for the Southern
        District of New York, for the purposes of any Action (as defined below) arising
        out of this Agreement or any Related Agreement or any transaction contemplated
        hereby or thereby. Each of the parties hereto agrees to commence any Action
        relating hereto either in the United States District Court for the Southern
        District of New York or if such Action may not be brought in such court for
        jurisdictional reasons, in the Supreme Court of the State of New York, New
        York
        County. Each of the parties hereto irrevocably and unconditionally waives
        any
        objection to the laying of venue of any Action arising out of this Agreement
        or
        any Related Agreement or any transaction contemplated hereby or thereby in
        (i)
        the Supreme Court of the State of New York, New York County, or (ii) the
        United
        States District Court for the Southern District of New York, and hereby further
        irrevocably and unconditionally waives and agrees not to plead or claim in
        any
        such court that any such Action brought in any such court has been brought
        in an
        inconvenient forum. For purposes of this Agreement, "Action" means any claim,
        action, suit or arbitration, or any other proceeding, in each instance by
        or
        before any Governmental Authority or any nongovernmental arbitration, mediation
        or other nonjudicial dispute resolution body. 

       

      
        8.13.
          WAIVER OF JURY TRIAL. Each of the parties hereto irrevocably and unconditionally
          waives trial by jury in any Action relating to this Agreement, the Related
          Agreements or any transaction contemplated hereby or thereby, and for any
          counterclaim with respect thereto. 

         



      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, each of the parties hereto has caused this Asset Purchase
        Agreement to be executed on its behalf as of the day and year first above
        written. 

       

      
        
          	 	 	 
	 	ANSWERS
                  CORPORATION 
	 
 	 
 	 
 
	 	By:  	/s/ Steven Steinberg 
	 	
                  
Name:
                  Steven Steinberg
	 	Title:
                  Chief Financial Officer


        

         

        
          
            	 	 	 
	 	BRAINBOOST
                    PARTNERSHIP
	 
 	 
 	 
 
	 	By:  	/s/ Assaf
                    Rozenblatt
	 	
                    
Name:
Assaf
                    Rozenblatt                        
                    
	 	Title:
                    General
                    Partner                              
                    


          

        

         

        
          
            	 	PARTNERS:
	 	
                  
	 	/s/ ASSAF
                    ROZENBLATT 
	 	
                    
ASSAF
                    ROZENBLATT
	 	
                  
	 	/s/ EDO
                    SEGAL 
	 	
                    
EDO
                    SEGAL
	 	 
	 	/s/ JON MEDVED
	 	
                    
JON
                    MEDVED
	 	 


          

           

           

          
            
              
                
                

              

              
                31

                
                  

                

              

              
                
                

              

            

          

        

      

       

      SCHEDULE
        A

      


      Business
        of the Company

      


      The
        Brainboost Answer Engine
        (BAE)
         is a robust answer extraction engine that receives a natural language
        question such as "Who was the first man on the moon" and returns an answer
        in
        plain English such as " The first man on the moon was Neil Armstrong". These
        answers are derived from a set of search results retrieved from a search
        engine.
        The BAE transforms the user query, queries the search engine or engines,
        retrieves the results, retrieves the underlying documents, analyzes them,
        extracts the possible answers and finally uses AnswerRank TM to score the
        answers and present them to the user in the most probable order. 

      


      
        
          
          

        

        
          32