EXHIBIT
        4(e)

    

     

    SERIES
      A AMENDMENT AGREEMENT AND CONSENT

    


    


    THIS
      SERIES A AMENDMENT AGREEMENT AND CONSENT, dated
      as
      of June 6, 2007, by and among Knobias, Inc., a Delaware corporation (the
“Company”); and each of the undersigned (each, a “Stockholder” and collectively,
      the “Stockholders”).

    


    WHEREAS,
      each
      Stockholder is a holder of the number of shares of the Company’s Series A
      Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) set
      forth on Exhibit A attached hereto; and 

    


    WHEREAS,
      the
      Company, certain of the Stockholders 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 Series A
      Preferred Stock (the “Certificate of Designation”) in order to eliminate certain
      rights, preferences and privileges of the Series A Preferred Stock; (ii) an
      offer by the Company to the Stockholders to convert their Series A Preferred
      Stock into shares of Common Stock, par value $0.01 per share (the “Common
      Stock”) of the Company; and (iii) the conversion of certain outstanding
      indebtedness of the Company 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 of May 31,
      2007 (the “Securities Purchase Agreement”), pursuant to which the Company will
      issue Senior Secured Promissory Notes due May __, 2010 (the “New Senior Notes”);
      and 

    


    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 the
      Series B Preferred Stock, in the form attached hereto as Exhibit B (the “Series
      B Certificate of Designation”) are conditions to the issuance of the Series B
      Preferred Stock and the New Senior Notes.

    


    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 Stockholders.
      Each
      Stockholder hereby consents to (i) the Amended and Restated Certificate of
      Designation of Series A Preferred Stock, in the form attached hereto as Exhibit
      C (the “Amended Certificate of Designation”) and the modifications to the
      rights, preferences and privileges of the Series A Preferred Stock which are
      effected thereby; (ii) the execution and filing of the Amended Certificate
      of
      Designation by or on behalf of the Company with the Secretary of State of the
      State of Delaware, once the Company has received all necessary stockholder
      approval for the Amended Certificate of Designation; (iii) the Series B
      Certificate of Designation and the rights, preferences and privileges of the
      Series B Preferred Stock which are created thereby; and (iv) the execution
      and
      filing of the Series B Certificate of Designation by or on behalf of the Company
      with the Secretary of State of the State of Delaware. Each Stockholder
      acknowledges and agrees that the execution and delivery of this Agreement by
      such Stockholder shall be treated for all purposes as a vote or action by
      written consent of such Stockholder in lieu of any meeting required pursuant
      to
      the Delaware General Corporation Law (“DGCL”), and hereby waives all
      requirements of notice pursuant to the DGCL, the Bylaws of the Company, the
      Certificate of Designation or otherwise, and, in the case of the Amended
      Certificate of Designation, each Stockholder further acknowledges and agrees
      that it shall vote, at a stockholders meeting called, to approve the Amended
      Certificate of Designation and to authorize the Company to file the Amended
      Certificate of Designation with the Secretary of State of the State of
      Delaware.

     

    
      
         

      

      
        Exhibit
          4(e) - Page
          1

        
          

        

      

      
         

      

    

    2. Waiver
      of Anti-Dilution Rights.
      In
      connection with the transactions comprising the Restructuring, including the
      issuance of the Series B Preferred Stock and the New Senior Notes, each
      Stockholder hereby waives any adjustment to the number of shares of Common
      Stock
      to be issued to the holders of the Series A Preferred Stock pursuant to Section
      9 of the Certificate of Designation.

    


    3. Termination
      of Registration Rights Agreement.
      The
      Registration Rights Agreement, dated as of November 15, 2004, by and among
      the
      Company and each of the Stockholders, shall be and the same hereby is
      terminated.

    


    4.
       Conversion
      to Common Stock.
      

    


    (a)
       Each
      Stockholder electing to convert shares of Series A Preferred Stock held by
      such
      Stockholder (the “Electing Stockholder”) has executed the Election to Convert
      attached hereto as Exhibit D. The execution and delivery of the Election to
      Convert shall constitute an irrevocable election by the Electing Stockholder
      to
      convert such shares into Common Stock, and shall be effective at such time
      as
      the Company has (i) received all necessary stockholder approval for the proposed
      Amendment to the Amended and Restated Certificate of Incorporation of the
      Company (the “Amendment”) and (ii) filed the Amendment with the Secretary of
      State of the State of Delaware. All shares of Series A Preferred Stock which
      shall have been surrendered for conversion as herein provided shall no longer
      be
      deemed to be outstanding and all rights with respect to such shares, including
      the rights, if any, to receive notices and to vote, shall immediately cease
      and
      terminate on the date hereof, except only the right of the holders thereof
      to
      receive shares of Common Stock in exchange therefor. 

    


    (b)
       Each
      Stockholder who has not elected to convert shares of Series A Preferred Stock
      held by such Stockholder (the “Non-electing Stockholder”) shall be deemed to
      have made an irrevocable election to retain the Series A Preferred Stock and
      not
      to convert such shares into Common Stock.

    


    5.  Effectiveness.
      This
      Agreement shall be deemed effective when executed and delivered to the Company
      by the holders of at least 51% of the issued and outstanding shares of Series
      A
      Preferred Stock.

     

    
      
         

      

      
        Exhibit
          4(e) - Page
          2

        
          

        

      

      
         

      

    

    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.

    


    


    [Signature
      pages follow]

    
      
         

      

      
        Exhibit
          4(e) - Page
          3

        
          

        

      

      
         

      

    


    


    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(e) - Page
          4

        
          

        

      

      
         

      

    

    [STOCKHOLDER
      SIGNATURE PAGE TO SERIES A AMENDMENT 

    AGREEMENT
      AND CONSENT]

    


    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
      Stockholder:
      ________________________________________________________

    Signature
      of Authorized Signatory of Stockholder:
      __________________________________

    Name
      of
      Authorized Signatory:
      _________________________________________________

    Title
      of
      Authorized Signatory:
      __________________________________________________

    Email
      Address of Authorized
      Signatory:__________________________________________

    


    Address
      for Notice of Stockholder:

    


    __________________________________________

    __________________________________________

    __________________________________________

    


    
      
         

      

      
        Exhibit
          4(e) - Page
          5

        
          

        

      

      
         

      

    


    ELECTION
      TO CONVERT

    


    


    The
      undersigned holder of Series A Preferred Stock, par value $0.01 per share (the
      “Series A Preferred Stock”) issued by Knobias, Inc., a Delaware corporation (the
“Company”), hereby elects to convert ____________ shares of Series A Preferred
      Stock held by the undersigned into shares of Common Stock, par value $0.01
      per
      share (the “Common Stock”) of the Company at the ratio of 124.623 shares of
      Common Stock for every share of Series A Preferred Stock. The original
      certificate for shares of Series A Preferred Stock is being tendered herewith
      (duly endorsed for transfer) for cancellation upon the issuance of Common Stock
      to the undersigned. It is understood and agreed that this irrevocable election
      shall be effective at such time as the Company has (i) received all necessary
      stockholder approval for the proposed Amendment to the Amended and Restated
      Certificate of Incorporation of the Company (the “Amendment”) and (ii) filed the
      Amendment with the Secretary of State of the State of Delaware (the “Effective
      Date”)

    


    The
      undersigned hereby tenders to the Company the shares of Series A Preferred
      Stock
      indicated above. The undersigned hereby, as of the Effective Date:

     

    (1)  irrevocably
      sells, assigns and transfers to or upon the order of the Company or its nominee
      all right, title and interest in and to, and any and all claims in respect
      of or
      arising or having arisen as a result of the undersigned status as a holder
      of,
      all shares of Series A Preferred Stock tendered hereby, such that thereafter
      it
      shall have no contractual or other rights or claims in law or equity against
      the
      Company or any fiduciary, trustee, fiscal agent or other person connected with
      the Series A Preferred Stock arising under, from or in connection with such
      Series A Preferred Stock;

     

    (2)  waives
      any and all rights with respect to the Series A Preferred Stock tendered hereby,
      including, without limitation, any existing or past defaults and their
      consequences in respect of such Series A Preferred Stock; and

     

    (3)  releases
      and discharges the Company from any and all claims that the undersigned may
      have, now or in the future, arising out of or related to the Series A Preferred
      Stock tendered hereby.

     

    All
      authority conferred or agreed to be conferred by this Election to Convert shall
      not be affected by, and shall survive, the death or incapacity of the
      undersigned, and any obligation of the undersigned hereunder shall be binding
      upon the heirs, executors, administrators, trustees in bankruptcy, personal
      and
      legal representatives, successors and assigns of the undersigned.

     

    The
      undersigned hereby represents, warrants and agrees that:

     

    (1)  it
      is the
      beneficial owner of, or a duly authorized representative of one or more
      beneficial owners of, the Series A Preferred Stock tendered hereby, and it
      has
      full power and authority to execute this Election to Convert (for purposes
      of
      this Election to Convert, the “beneficial owner” of any Series A Preferred Stock
      means any holder that exercises investment discretion with respect to such
      Series A Preferred Stock);

     

    
      
         

      

      
        Exhibit
          4(e) - Page
          6

        
          

        

      

      
         

      

    

    (2)  the
      shares of Series A Preferred Stock being tendered hereby were owned as of the
      date of tender, free and clear of any liens, charges, claims, encumbrances,
      interests and restrictions of any kind, and the Company will acquire good,
      indefeasible and unencumbered title to such shares of Series A Preferred Stock,
      free and clear of all liens, charges, claims, encumbrances, interests and
      restrictions of any kind;

     

    (3)  in
      evaluating the Company’s exchange offer and in making its decision whether to
      participate therein by submitting this Election to Convert and tendering shares
      of Series A 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; 

    


    (4)
       the
      undersigned understands that the shares of Common 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 undersigned hereby acknowledges that the Common
      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
      undersigned understands that the Company is issuing the Common Stock to the
      undersigned pursuant to an exemption from registration in reliance on the
      representations made by the undersigned herein.

    


    (5)
       the
      undersigned 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 undersigned’s particular financial and tax
      situation, and has determined that the shares of Common Stock are a suitable
      investment. The undersigned has adequate means of providing for its current
      needs and possible contingencies, and the undersigned has no present intention
      or need, and anticipates no need in the foreseeable future, to sell the shares
      of Common Stock. The undersigned 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.

    


    (6)
       the
      undersigned has the full legal authority, capacity and power to enter into
      this
      Agreement, and is not precluded by law, contract or otherwise from acquiring
      the
      shares of Common Stock.

     

    (7)  the
      execution and delivery of this Election to Convert shall constitute an
      undertaking 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.

     

    
      
         

      

      
        Exhibit
          4(e) - Page
          7

        
          

        

      

      
         

      

    

    


    Dated:
      May ___, 2007

    


    Name
      of
      Stockholder:
      ________________________________________________________

    Signature
      of Authorized Signatory of Stockholder:
      __________________________________

    Name
      of
      Authorized Signatory:
      _________________________________________________

    Title
      of
      Authorized Signatory:
      __________________________________________________

    Email
      Address of Authorized
      Signatory:__________________________________________

    


    


    If
      the
      stock certificates evidencing shares of Common 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 Common 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(e) - Page
          8