EXHIBIT
      4(d)

     

    EXCHANGE
      AGREEMENT

    


    


    THIS
      EXCHANGE AGREEMENT (this
      “Agreement”),
      dated
      as
      of June 5, 2007, by and among Knobias, Inc., a Delaware corporation (the
“Company”); CAMOFI Master LDC (“CAMOFI”); Gamma Opportunity Capital Partners LP
      (“Gamma”); Bushido Capital Partners, Ltd. (“Bushido”); and Bridges & PIPES,
      LLC (“B & P” and, collectively with CAMOFI, Gamma and Bushido, the
“Noteholders”).

    


    WHEREAS,
      the
      Company is indebted to CAMOFI in the aggregate principal amount of $1,050,000
      pursuant to the Company’s (i) 8% Notes due November 1, 2006 (the “8% Notes”) and
      (ii) 12% Senior Subordinated Secured Note, dated as of March 15, 2005 (the
“12%
      Note”); and

    


    WHEREAS,
      the
      Company is indebted to Gamma in the principal amount of $250,000 pursuant to
      the
      8% Notes; and 

    


    WHEREAS,
      the
      Company is indebted to Bushido in the aggregate principal amount of $2,490,000,
      pursuant to the (iii) 8% Notes and (ii) 8% Convertible Promissory Notes issued
      to Bushido by the Company at various times between April 2006 and January 2007
      (the “Bushido Notes”); and 

    


    WHEREAS,
      the
      Company is indebted to B & P in the principal amount of $75,000, pursuant to
      the Convertible Promissory Note, dated as of April 22, 2005 (the “B & P
      Note”); and

    


    WHEREAS,
      as of
      the date hereof, the aggregate amount of principal, accrued interest and
      penalties owed by the Company to the Noteholders pursuant to the 8% Notes,
      the
      12% Note, the Bushido Notes and the B & P Note is approximately $5,015,200;
      and

    


    WHEREAS,
      the
      Company, the Noteholders, certain stockholders of the Company and certain other
      parties have entered into a Letter of Intent (the “Letter of Intent”) regarding
      a proposed restructuring of the debt and equity capitalization, and the
      amendment of certain outstanding agreements, of the Company (the
“Restructuring”), which includes, among other things: (i) the amendment of the
      Certificate of Designation of the Company’s Series A Preferred Stock in order to
      eliminate certain rights, preferences and privileges of the Series A Preferred
      Stock; (ii) an offer by the Company to certain stockholders to convert their
      Series A Preferred Stock into shares of Common Stock of the Company; and (iii)
      the exchange of the aggregate amount of principal, accrued interest and
      penalties owed by the Company to the Noteholders (except as set forth herein)
      into shares of Series B Senior Convertible Preferred Stock, par value $0.01
      per
      share (the “Series B Preferred Stock”) of the Company; and

    


    WHEREAS,
      the
      Company believes the Restructuring to be in the best interests of the Company
      and its stockholders; and

    


    WHEREAS,
      the
      Company has entered into a Securities Purchase Agreement dated as June 5, 2007
      (the “Securities Purchase Agreement”), pursuant to which the Company will issue
      Senior Secured Promissory Notes due May 31, 2010 (the “New Senior Notes”); and


    


    
      
         

      

      
        Exhibit
          4(d) - Page 1

        
          

        

      

      
         

      

    

    WHEREAS,
      the
      execution and delivery of this Agreement and the execution and filing of the
      Certificate of Designation of the Rights, Preferences and Privileges of Series
      B
      Preferred Stock, in the form attached hereto as Exhibit A (the “Certificate of
      Designation”) are conditions to the issuance of the New Senior Notes pursuant to
      the Securities Purchase Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises set forth above, the proposed Restructuring and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the undersigned hereby agree as follows:

    


    1. Consent
      of Noteholders.
      Each
      Noteholder, severally and not jointly with the other Noteholders, hereby
      consents to (i) the Certificate of Designation and the rights, preferences
      and
      privileges of the Series B Preferred Stock which are effected thereby and (ii)
      the execution and filing of the Certificate of Designation by or on behalf
      of
      the Company with the Secretary of State of the State of Delaware.

    


    2. Exchange
      for Series B Preferred Stock.
      Each
      Noteholder, by the execution and delivery of this Agreement, severally and
      not
      jointly with the other Noteholders, hereby (i) acknowledges and agrees that
      the
      aggregate amount of principal, accrued interest and penalties owed by the
      Company to such Noteholder (the “Indebtedness”) is accurately set forth on
      Exhibit B attached hereto and incorporated herein by reference and (ii) elects
      to exchange such Indebtedness into, and exchange such Indebtedness for and
      in
      consideration of, the number of shares of Series B Preferred Stock set forth
      opposite such Noteholder’s name on Exhibit B. Each Noteholder hereby waives any
      and all rights with respect to the Indebtedness exchanged hereby, including,
      without limitation, any existing or past defaults and their consequences in
      respect of such Indebtedness, and releases and discharges the Company from
      any
      and all claims that the Noteholder may have, now or in the future, arising
      out
      of or related to the Indebtedness exchanged hereby. The Company acknowledges,
      agrees, represents and warrants that the holding period of the shares underlying
      the Series B Preferred Stock held by each of the Noteholders shall tack back
      to
      the issuance date of the applicable Indebtedness and therefore such shares
      shall
      be eligible for resale by each of the Noteholders to the public without
      registration under the Act pursuant to Rule 144 commencing on the first
      anniversary of the issuance of the Indebtedness, subject to the current
      information, volume and manner restrictions of Rule 144. The Company further
      covenants that it will take such further action as any Noteholder may reasonably
      request, including but not limited to, providing a legal opinion to the
      Company’s transfer agent or accepting a legal opinion from any reputable legal
      counsel selected by such Noteholder (including but not limited to, Feldman
      Weinstein & Smith LLP)(provided that if such Noteholder provides such legal
      opinion, the Company shall reimburse any reasonable legal fees and expenses
      paid
      by such Noteholder in connection therewith), to the extent required from time
      to
      time to enable such Noteholder to sell the shares underlying the Series B
      Preferred Stock without registration under the Securities Act within the
      requirements of the exemption provided by Rule 144. Additionally, the
      obligations of the Company and the rights of a holder of the Series B Preferred
      Stock with respect to the shares of Common Stock underlying the Series B
      Preferred Stock shall be identical to the rights and obligations of a holder
      of
      the Company’s shares of Common Stock underlying the Senior Secured Convertible
      Notes pursuant to that certain Securities Purchase Agreement, dated May 31,
      2007
      by and among the Company and the purchasers signatory thereto which rights
      and
      obligations are hereby incorporated by reference into this Agreement.
      Additionally, Bushido shall have the right, upon written demand to the Company,
      to receive any monitoring reports prepared by any holder (or its affiliates)
      of
      the Company’s Senior Secured Convertible Notes or any other consultants to the
      Company and provided to the Company.

    


    
      
         

      

      
        Exhibit
          4(d) - Page 2

        
          

        

      

      
         

      

    

    3.
       Repayment
      of 8% Note to Gamma.
      Notwithstanding the provisions of Section 2 hereof, the Company hereby agrees
      to
      repay and retire a portion of the 8% Note owed to Gamma in the principal amount
      of $200,000 (the “Cash Payment”), and Gamma hereby agrees to accept the Cash
      Payment in complete satisfaction for such principal amount and all accrued
      interest and penalties owed thereunder. Each of the Noteholders consents and
      agrees to the Cash Payment, such amount to be paid by or on behalf of the
      Company, simultaneously with the closing of the transactions contemplated
      hereby, by wire transfer of such Cash Payment to an account designated by Gamma.
      

    


    4. Termination
      of Registration Rights Agreements.
      The
      Registration Rights Agreements by and among the Company and the various
      Noteholders, dated as of (i) November 15, 2004 and (ii) March 15, 2005, shall
      be
      and the same hereby are terminated and the Noteholders shall have no further
      rights thereunder.

    


    5.
       Representations
      and Warranties.
      Each
      Noteholder, severally and not jointly, hereby represents and warrants to the
      Company, and agrees with the Company that:

     

    (a)  It
      is the
      beneficial owner of, or a duly authorized representative of one or more
      beneficial owners of, the Indebtedness exchanged hereby, and it has full power
      and authority to execute this Agreement;

     

    (b)  The
      Indebtedness exchanged hereby is owned as of the date hereof, free and clear
      of
      any liens, charges, claims, encumbrances, interests and restrictions of any
      kind;

     

    (c)  In
      making
      its decision whether to execute and deliver this Agreement and to acquire the
      shares of Series B Preferred Stock, the undersigned has made its own independent
      appraisal of the Company and it is not relying on any statement, representation
      or warranty, express or implied, made to such holder by the Company or any
      other
      person, other than those contained in written communications from the Company
      or
      its duly authorized representatives, as amended or supplemented through the
      date
      hereof; 

    


    (d)
       The
      Noteholder understands that the shares of Series B Preferred Stock have not
      been
      registered under federal or any state securities laws, and could not be sold
      or
      offered for resale unless they were subsequently so registered or an exemption
      from such registration is available. The Noteholder hereby acknowledges that
      the
      Series B Preferred Stock will not be sold, pledged, transferred or otherwise
      disposed of unless (a) registered under the Securities Act of 1933 and other
      applicable state securities laws, or (b) an exemption from such registration
      is
      available. The Noteholder understands that the Company is issuing the Series
      B
      Preferred Stock to the Noteholder pursuant to an exemption from registration
      in
      reliance on the representations made by the Noteholder herein.

    


    
      
         

      

      
        Exhibit
          4(d) - Page 3

        
          

        

      

      
         

      

    

    (e)
       The
      Noteholder has knowledge and experience in financial and business matters,
      is
      capable of evaluating the merits and risks of an investment in the Company
      and
      its proposed activities, has carefully considered the suitability of an
      investment in the Company for the Noteholder’s particular financial and tax
      situation, and has determined that the shares of Series B Preferred Stock are
      a
      suitable investment. The Noteholder has adequate means of providing for its
      current needs and possible contingencies, and the Noteholder has no present
      intention or need, and anticipates no need in the foreseeable future, to sell
      the shares of Series B Preferred Stock. The Noteholder is an “accredited
      investor” within the meaning of Regulation D promulgated by the Securities and
      Exchange Commission and a “qualified purchaser” within the meaning of Section 2
      of the Investment Company Act of 1940.

    


    (f)
       The
      Noteholder has the full legal authority, capacity and power to enter into this
      Agreement, and Noteholder is not precluded by law, contract or otherwise from
      acquiring the shares of Series B Preferred Stock.

    


    (g)  The
      execution and delivery of this Agreement shall constitute an undertaking by
      the
      Noteholder to execute any further documents and give any further assurances
      that
      may be required in connection with any of the foregoing, in each case on and
      subject to the terms and conditions hereof.

    


    6. Binding
      Effect.
      This
      Agreement shall be binding upon the heirs, executors, administrators, successors
      and assigns of the parties hereto..

    


    7. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of New York.

    


    8. Amendment.
      This
      Agreement may be amended only by an agreement in writing signed by all of the
      parties hereto.

    


    9. Severability.
      If any
      provision of this Agreement is declared invalid or unenforceable by a court
      of
      competent jurisdiction, such invalidity or unenforceability shall not affect
      the
      remainder of this Agreement which shall remain in full force and
      effect.

    


    10. Counterparts.
      This
      Agreement may be executed in several counterparts and all so executed shall
      constitute one Agreement, binding on all the parties hereto even though all
      the
      parties are not signatories to the original or the same counterpart. Execution
      and delivery of this Agreement by exchange of facsimile copies bearing the
      facsimile signature of a party hereto shall constitute a valid and binding
      execution and delivery of this Agreement by such party. Such facsimile copies
      shall constitute enforceable original documents.

    


    11. Payment
      of Legal Fees of Bushido.
      Concurrently with the execution of this Agreement the Company shall reimburse
      Bushido for its non-accountable legal fees and expenses in the amount of
      $5,000.

    


    
      
         

      

      
        Exhibit
          4(d) - Page 4

        
          

        

      

      
         

      

    

    12. Independent
      Nature of Noteholders’ Obligations and Rights.
      The
      obligations of each Noteholder under this Agreement are several and not joint
      with the obligations of any other Noteholder, and no Noteholder shall be
      responsible in any way for the performance or non-performance of the obligations
      of any other Noteholder under this Agreement. Nothing contained herein shall
      be
      deemed to constitute the Noteholders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the
      Noteholders are in any way acting in concert or as a group with respect to
      such
      obligations or the transactions contemplated by this Agreement. Each Noteholder
      shall be entitled to independently protect and enforce its rights, including
      without limitation, the rights arising out of this Agreement, and it shall
      not
      be necessary for any other Noteholder to be joined as an additional party in
      any
      proceeding for such purpose. Each Noteholder has been represented by its own
      separate legal counsel in their review and negotiation of this Agreement. The
      Company has elected to provide all Noteholders with the same terms for the
      convenience of the Company and not because it was required or requested to
      do so
      by the Noteholders.

    


    


    [Signature
      pages follow]

    
      
         

      

      
        Exhibit
          4(d) - Page 5

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this Agreement to be duly executed by their respective
      authorized signatories as of the date first indicated above.

    
 

    
      	 	 	 
	 	KNOBIAS, INC.
	 
 	 
 	 
 
	 	By:  	 
              
	 	
              

              Name:

            
	 	Title:




    
 

    
      
         

      

      
        Exhibit
          4(d) - Page 6

        
          

        

      

      
         

      

    

    [NOTEHOLDER
      SIGNATURE PAGE TO EXCHANGE AGREEMENT ]

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this Agreement to be duly executed by their respective
      authorized signatories as of the date first indicated above.

     

    Name
      of
      Noteholder:
      ________________________________________________________

    Signature
      of Authorized Signatory of Noteholder:
      __________________________________

    Name
      of
      Authorized Signatory:
      _________________________________________________

    Title
      of
      Authorized Signatory:
      __________________________________________________

    Email
      Address of Authorized
      Signatory:__________________________________________

    


    Address
      for Notice of Noteholder:

    


    __________________________________________

    __________________________________________

    __________________________________________

    


    If
      the
      stock certificates evidencing shares of Series B Preferred Stock are to be
      issued in the name of a person other than as indicated above, please fill in
      the
      space below.

    


    ISSUE
      TO:

    


    Name:     
       __________________________________

    


    Address:
       __________________________________ 

     

                     
      __________________________________

    


    Taxpayer
      I.D. Number:  __________________________________

    


    


    If
      stock
      certificates evidencing shares of Series B Preferred Stock are to be mailed
      to
      an address other than as indicated above, please fill in the space
      below.

    


    MAIL
      TO:

    


    Name:       __________________________________

    


    Address:
       __________________________________ 

     

                     
      __________________________________

     

    
      
         

      

      
        Exhibit
          4(d) - Page 7

        
          

        

      

      
         

      

    

    Exhibit
      A

    


    Certificate
      of Designation of the Rights,

    Preferences
      and Privileges of Series B Preferred Stock

    


    


    


    


    
      
         

      

      
        d)
          - Page
          8

        
          

        

      

      
         

      

    


    Exhibit
      B

    


    


    
      	
              Name
                of Noteholder

            	
              Aggregate
                Amount of Indebtedness

            	
              Shares
                of Series B Preferred Stock

            
	
              CAMOFI
                Master LDC 

               

            	 	 
	
              Gamma
                Opportunity Capital Partners LP

               

            	 	 
	
              Bushido
                Capital Partners, Ltd.

               

               

            	 	 
	
              Bridges
                & PIPES, LLC

               

            	 	 


    

    


    

 

    
      
         

      

      
        Exhibit
          4(d) - Page 9