EXHIBIT
        10(c)

       

    

    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 6th day of
      June, 2007, by and among Knobias, Inc., a Delaware corporation (the “Company”)
      and Steve Lord (the “Executive”). 

     

    WHEREAS,
      the Company wishes to employ the Executive on the terms and conditions set
      forth
      in this Agreement, and the Executive wishes to be retained and employed by
      the
      Company on such terms and conditions.

     

    NOW,
      THEREFORE, in consideration of the premises and the respective undertakings
      of
      the Company and the Executive set forth below, the Company and Executive hereby
      agree as follows:

     

    1. Employment.
      The
      Company hereby agrees to employ the Executive, and the Executive hereby accepts
      such employment and agrees to perform services for the Company, for the Term
      (as
      hereinafter defined) and in accordance with the terms and provisions of, and
      subject to the conditions set forth in, this Agreement.

     

    2. Term.
      Unless
      terminated at an earlier date in accordance with the provisions of Section
      6 of
      this Agreement, the initial term of the Executive’s employment hereunder shall
      commence on June 6, 2007 (the “Effective Date”) and shall continue until the
      third anniversary of the Effective Date (the “Initial Term”). This Agreement
      shall be automatically extended for successive one year periods (each, a
“Renewal Term”, and together with the Initial Term, the “Term”) unless (i) any
      party objects to such extension by no less than 120 days’ prior written notice
      to the other party at any time prior to the expiration of the Initial Term
      or a
      Renewal Term, as the case may be, or (ii) this Agreement is terminated at an
      earlier date in accordance with the provisions of Section 6.

     

    3. Position
      and Duties.

     

    3.01 Service
      with the Company.
      The
      Company hereby employs the Executive as the Chief Executive Officer of the
      Company, and the Executive hereby accepts such employment and undertakes and
      agrees to serve in such capacity during the Term. In such capacity, the
      Executive shall have such powers, perform such duties and fulfill such
      responsibilities typically associated with such position in other publicly
      held
      companies and as may be determined by the Board of Directors of the Company.
      In
      addition, the Company agrees to use its best efforts to cause the Executive
      to
      be elected as a member of the Board of Directors of the Company. 

     

    3.02 Performance
      of Duties.
      The
      Executive agrees to serve Company to the best of his ability and to devote
      his
      full time, attention and efforts to the business and affairs of the Company
      during the Term. Notwithstanding the foregoing, the Executive shall not be
      precluded from accepting service as a director of other businesses, community
      or
      benevolent organizations or from the management of his investments, provided,
      however,
      that
      any such business shall not be competitive with the Company and such service
      shall not detract from the Executive’s performance or time commitment hereunder.
      The Executive shall report directly to the Board of Directors of the Company.
      The Executive will perform his duties as Chief Executive Officer of the Company
      from an executive office to be established by the Company in the New York
      metropolitan area and will be required to travel to the Company’s principal
      executive offices in Ridgeland, Mississippi as often as is reasonably necessary.
      

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          1

        
          

        

      

      
         

      

    

    4. Compensation.

     

    4.01 Base
      Salary.
      (a)
      During the Term, as base compensation for all services to be rendered by the
      Executive under this Agreement, the Company shall pay to the Executive an annual
      base salary, which annual base salary shall be (i) $190,000 per year for the
      initial twelve-month period of the Term, (ii) no less than $205,000 per year
      for
      the second twelve-month period of the Term, and (iii) no less than $220,000
      for
      the third twelve-month period of the Term (the “Base Salary”), which Base Salary
      shall be paid in accordance with the Company’s normal payroll procedures and
      policies, subject to applicable deductions as required by law. 

     

    (b)
      The
      amount of the Executive’s Base Salary (a) shall be reviewed annually by the
      Board of Directors of the Company, (b) may be increased annually from the amount
      of the Base Salary paid to Executive during the prior twelve-month period (each,
      a “Prior Period”) of the Term and (c) shall under no circumstance be reduced
      from the amount of the Base Salary paid to Executive during the applicable
      Prior
      Period. 

     

    4.02 Annual
      Bonus.
      During
      the Term, in addition to Base Salary, the Company shall pay to the Executive
      an
      annual bonus in accordance with the Company’s annual bonus plan or program
      established by the Board of Directors, or the Compensation Committee, of the
      Company. The performance metrics to be achieved by the Executive in order to
      earn the annual bonus to be paid to the Executive with respect to any
      twelve-month period during the Term shall be determined at the reasonable
      discretion of the Board of Directors of the Company with the input of and
      consultation with the Executive; provided,
      however,
      that
      the amount of such annual bonus shall be reasonably predicated on the
      Executive’s performance; and provided,
      further,
      and
      subject to the Executive achieving the performance metrics established by the
      Board as set forth above, in no event shall the amount of the such annual bonus
      be less than (i) fifty percent (50%) of Base Salary paid to the Executive during
      the first twelve-month period of the Term, (ii) seventy-five percent (75%)
      of
      Base Salary paid to the Executive during the second twelve-month period of
      the
      Term, and (iii) one hundred percent (100%) of Base Salary paid to the Executive
      during the third twelve-month period of the Term. In addition, the Executive
      shall participate in all other bonus programs that Company may adopt from time
      to time in which senior executive officers are entitled to participate.


     

    
      
         

      

      
        Exhibit
          10(c) - Page
          2

        
          

        

      

      
         

      

    

    4.03 Participation
      in Benefit Plans.
      During
      the Term, the Executive shall be entitled to participate in all employee benefit
      plans or programs offered to senior executive officers of Company (to the extent
      that the Executive meets the requirements for each such plan or program),
      including without limitation participation in any health, disability, dental,
      eye care, 401(k), deferred compensation and other similar plans (together with
      the life insurance and disability policies, “Benefits”), as such plans and
      programs may be or have been adopted from time to time. 

     

    4.04 Expenses.
      The
      Company shall pay or reimburse the Executive for all reasonable out-of-pocket
      expenses incurred by him in the performance of his duties under this Agreement,
      subject to the presentment and approval of appropriate itemized expense
      statements, receipts, vouchers or other supporting documentation in accordance
      with the Company’s normal policies as established from time to time by the
      Company. 

     

    4.05 Vacation.
      The
      Executive shall be entitled to no less than fifteen days of paid vacation during
      each twelve (12) month period during the Term. 

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          3

        
          

        

      

      
         

      

    

    4.06 Stock
      Options and Other Incentive Compensation.
      (a) On
      the Effective Date, the Company shall grant the Executive options (the
“Employment Options”) to acquire such number of shares of its common stock,
      representing 4.5% of the Company's Fully Diluted Common Stock (as hereinafter
      defined) on the Effective Date after giving effect to the Restructuring (as
      hereinafter defined) and the closing of the Company’s Convertible Debt Financing
      (as hereinafter defined). The Employment Options shall vest ratably over three
      years on each anniversary of the Effective Date. 

     

    (b) In
      addition to the Employment Options, the Company shall grant the Executive,
      on
      the Effective Date, options (the “Performance Options”) to acquire such number
      of shares of its common stock, representing 4.5% of the Company's Fully Diluted
      Common Stock on the Effective Date after giving effect to the Restructuring
      (as
      hereinafter defined) and the closing of the Company’s Convertible Debt Financing
      (as hereinafter defined). 1.5% of such Performance Options shall vest upon
      the
      Company achieving the performance milestones, as set forth on Schedule I
      attached hereto and made a part hereof. 

    


    (c) The
      exercise price of each of the Employment Options and the Performance Options
      shall be equal to $0.006222 per share (subject to adjustment for stock splits,
      etc.), which is the fair market value as of the Effective Date.

    


    (d) For
      purposes of this Section, (i) “Fully Diluted Common Stock” shall mean the
      aggregate of the number of shares of Company common stock outstanding determined
      on an as-converted basis; (ii) "Restructuring” shall mean the restructuring of
      the debt and equity capitalization of the Company substantially pursuant to
      the
      terms and provisions of that certain Letter of Intent, dated February 22, 2007,
      by and among the Company, CAMOFI Master LDC, Bushido Capital Master Fund, L.P.,
      Gamma Opportunity Capital Partners, LC, Bridges & Pipes LLC, Bank of
      Brookhaven, Timothy Aylor, E. Key Ramsay and Gregory E. Ballard, as amended
      by
      that certain Amendment dated February 23, 2007; and (iii) “Convertible Debt
      Financing” shall mean the offer and sale of an aggregate of $3,000,000 principal
      amount of the Company senior secured convertible notes to accredited investors
      led by Centrecourt Asset Management LLC.

    


    
      
         

      

      
        Exhibit
          10(c) - Page
          4

        
          

        

      

      
         

      

    

    (e) In
      addition to the foregoing, the Executive shall be entitled to participate in
      all
      other stock option, revenue sharing, profit sharing, long-term accumulation
      and/or stock based plans or programs that the Company may adopt from time to
      time. For purposes of any common stock options or other similar programs to
      be
      granted hereunder, such common stock and rights shall be defined to include
      the
      common stock of any successor corporation or other entity into which the Company
      is merged, or which acquires substantially all the assets of the
      Company.

     

    5. Additional
      Covenants.

     

    5.01 Acknowledgments
      and Stipulations.
      The
      Executive acknowledges that he is agreeing to the covenants set forth in this
      Section 5 (a) in consideration of the substantial economic benefits derived
      by
      the Executive under the terms of this Agreement, (b) in recognition that the
      services rendered by the Executive to Company will be unique, as are the
      Executive’s abilities, skills and experience, (c) in recognition that, as a
      result of his employment, the Executive will acquire and participate in the
      creation of knowledge and information of a confidential and/or proprietary
      nature relating to the business of the Company and its affiliates, which is
      valuable to the Company because the Company will expend substantial time, effort
      and money to develop such knowledge and information, (d) to induce Company
      to
      employ the Executive and disclose certain of such information to the Executive,
      and (e) to induce Company to enter into this Agreement. 

     

    5.02 Non-solicitation
      of Customers and Executives.
      At all
      times during the term of the Executive’s employment with the Company and for a
      period from the date of termination until the later of (i) six (6) months
      following the termination of such employment pursuant to Section 6.01 hereto
      and
      (ii) the date on which the Executive receives his last severance payment, (a)
      the Executive shall not, directly or indirectly, for himself or on behalf
      of or in conjunction with any other person, solicit or attempt to solicit any
      business from any customer of the Company in connection with any business,
      products or services that are substantially similar to those provided by the
      Company, or interfere with the business relationship of the Company with any
      customer, and (b) the Executive shall not directly or indirectly cause any
      other
      person to employ, solicit, disturb, entice away, or in any other manner persuade
      any employee of the Company or its affiliates to discontinue or alter his or
      her
      relationship with the Company. 

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          5

        
          

        

      

      
         

      

    

    5.03 Non-competition.
      At all
      times during the Term of Executive’s employment with the Company and for a
      period from the date of termination until the later of (a) six (6) months
      following the date of termination of such employment for any reason other than
      a
      termination of this Agreement by the Company without Cause or by the Executive
      for Good Reason, and (b) the date on which the Executive receives his last
      severance payment, the Executive whether individually, as a director, manager,
      member, stockholder, partner, owner, employee, consultant or agent of any
      business, or in any other capacity, shall not engage, directly or indirectly
      through any other person, in any business, enterprise or employment which
      competes with the business of the Company; provided, however, that this
      provision shall not prohibit the Executive from working for a subsidiary or
      division of a Company that may compete with the Company so long as such
      subsidiary or division does not compete with the Company and Executive’s duties
      do not in any way compete with the Company. The Executive acknowledges and
      agrees that the business of the Company is of a worldwide nature and that any
      geographic limitation on the foregoing covenant would be ineffective to
      adequately protect the interests of the Company. The Executive acknowledges
      and
      agrees that the foregoing covenant is an integral part of his agreement to
      be
      employed hereunder, is fair and reasonable in light of all of the facts and
      circumstances of the relationship between The Executive and the Company. In
      the
      event any court of competent jurisdiction determines that, notwithstanding
      the
      foregoing acknowledgments, the scope of the restricted activities of the
      foregoing covenant is excessive or not enforceable, or that the foregoing
      covenant is not enforceable unless it is subject to a geographic limitation,
      this Agreement shall be deemed amended to reflect the maximum restrictions
      on
      activities and geographic scope allowable pursuant to such court’s
      determination. Nothing contained in this Section 5.03 shall be construed as
      limiting the scope of this Section 5.

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          6

        
          

        

      

      
         

      

    

    5.05 Confidential
      Information.
      (a) The
      Executive agrees that during and after the period of his employment, he will
      not, without the authorization of the Company, divulge, disclose or otherwise
      communicate to any person, other than as necessary or desirable for the business
      of the Company pursuant to his responsibilities to the Company during the Term,
      any Confidential Information (as hereinafter defined), except to the extent
      that
      such Confidential Information (i) was disclosed to the Executive by a third
      party who did not obtain the same directly or indirectly from the Company or
      one
      of its affiliates, (ii) was known by the Executive prior to disclosure by the
      Company, (iii) at or after the time of disclosure, is or becomes generally
      available to the public (other than as a result of its disclosure by the
      Executive), (iv) is required to be disclosed by the Executive pursuant to
      applicable law or an order of a governing authority applicable to the Executive.
      

     

    (b)
      As
      used in this Agreement, the term “Confidential Information” shall mean any
      information or material known to or used by or for the Company or any of its
      subsidiaries (whether or not owned or developed by the Company or any of its
      subsidiaries and whether or not developed by the Executive) that is treated
      as
      confidential by the Company and not generally known to the public. Confidential
      Information includes, without limitation, the following: all trade secrets
      of
      the Company or any of its subsidiaries; all information that the Company or
      any
      of its subsidiaries has marked as confidential or has otherwise described to
      the
      Executive (either in writing or orally) as confidential; all non-public
      information concerning the products, services, prospective products or services,
      research, product designs, prices, discounts, costs, marketing plans, marketing
      techniques, market studies test data, customers, customer lists and records,
      suppliers and contracts of the Company or any of its subsidiaries; all business
      records and plans of the Company or any of its subsidiaries; all personnel
      files
      of the Company or any of its subsidiaries; all financial information of or
      concerning the Company or any of its subsidiaries; all information relating
      to
      operating system software, applications software, software and system
      methodology, hardware platforms, technical information, inventions, computer
      programs and listings, source codes, object codes, copyrights, patents,
      trademarks, service marks, and other intellectual property; all technical
      specifications; any proprietary information belonging to the Company or any
      of
      its subsidiaries; all computer hardware or software manuals; all training or
      instruction manuals; all data and all computer system passwords and user
      codes.

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          7

        
          

        

      

      
         

      

    

    6. Termination
      of Employment.

     

    6.01 Termination.
      This
      Agreement shall terminate prior to the expiration of the Initial Term or any
      Renewal Term upon the occurrence of any of the following events at any time
      during such Initial Term or Renewal Term:

     

    (a) the
      effective date of the Executive’s voluntary resignation, for which Executive
      agrees to give at least 30 days’
      prior written notice to the Company;

    


    (b) the
      Executive’s death;

     

    (c) the
      Executive’s Disability (as hereinafter defined);

     

    (d) the
      Executive elects to terminate his employment 30 or more days after the Executive
      gives the Company written notice of his intent to terminate his employment,
      which reason shall have occurred no later than six months from the date of
      such
      notice (“Notice of Good Reason”) for any of the following reasons (each, a “Good
      Reason”), provided
      that the
      Company has not cured the circumstances constituting Good Reason prior to the
      effective date of such resignation: (i) an unreasonable material adverse
      alteration in the nature or status of Executive’s title, duties or
      responsibilities; (ii) a reduction in Executive’s Base Salary and Benefits
      (including contingent bonuses per Section 4.02); (iii) the relocation of the
      Executive to offices located outside of the New York metropolitan area; (iv)
      the
      failure by the Company to pay to Executive any portion of Executive’s
      compensation then due and payable; (v) failure of the Company to close on the
      Restructuring and Convertible Debt Refinancing, or (vi) any failure by Company
      to comply with the material provisions of this Agreement. The Notice of Good
      Reason shall indicate the specific provision above that Executive is relying
      upon and shall set forth in reasonable detail the facts and circumstances
      claimed to provide a basis for Good Reason under the provision so
      indicated;

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          8

        
          

        

      

      
         

      

    

    (e) the
      Executive’s termination by Company without Cause (as hereinafter
      defined);

     

    (f) the
      Executive’s termination by Company for Cause. For the purposes of this
      Agreement, “Cause” means, as determined by the Board (or its designee), with
      respect to conduct during the Executive's employment or service relationship
      with the Company or its affiliates, whether
      or not committed during the Term, (i) commission and indictment for a felony
      by
      the Executive; (ii) material acts
      of
      dishonesty by the Executive
      resulting or intending to result in personal gain or enrichment at the expense
      of the Company or its
      subsidiaries; (iii) conduct by the Executive in connection with his duties
      hereunder that is fraudulent, unlawful or grossly negligent,); (iv) the
      intentional nonperformance of any of the Executive material duties hereunder,
      including, but not limited to, the failure of the Executive to follow the
      explicit lawful directions of the Board of Directors; (v) engaging in personal
      conduct by the Executive which seriously discredits or damages the Company
      or
      its subsidiaries, including but not limited to employee harassment or
      discrimination (provided reasonable grounds of such harassment or discrimination
      are established) and the use or possession at work of any illegal controlled
      substance; and (vi) breach of the Executive's covenants set forth in Section
      5
      before termination of employment; provided, that, the Executive shall have
      ten
      (10) days after notice from the Company to cure the deficiency leading to the
      Cause determination (except with respect to (i) above, there will be no cure
      period, and with respect to (iv) above, the Executive shall have five (5) days
      after notice to cure the failure to act), if curable. A termination for “Cause”
shall require approval of the majority of the Board of Directors and will be
      effective immediately or on such later date set forth by the Company in the
      notice of termination.

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          9

        
          

        

      

      
         

      

    

    6.02 Severance.
      If the
      Executive’s employment is terminated:

     

    (a) as
      a
      result of Sections 6.01(b) or 6.01(c), then the Company shall pay to the
      Executive or his estate, as the case may be, his full Base Salary for a period
      of six (6) months from the date of termination, and, for a period of one-year
      following the date of termination, the Company shall continue to provide or
      arrange to provide the Executive and his dependents with life, disability,
      accident and health insurance benefits substantially similar to those provided
      to the Executive immediately prior to the date of termination. 

     

    (b) as
      a
      result of Sections 6.01(d) or 6.01(e), then the Company shall pay to the
      Executive (i) his full Base Salary, pro-rated bonuses for the current year
      and
      Benefits prorated through the effective date of termination and (ii) additional
      Base Salary, payable in accordance with the Company’s then current payroll
      policies and practices, plus additional Benefits, for the period from the date
      of termination until one year after the date of termination (provided,
      however,
      if
      participation by the Executive in any Benefit plan or program after the
      termination of his employment is not permitted under such plan or program,
      then
      the Company will provide him with the equivalent benefits); the Executive shall
      be reimbursed for any expenses incurred by him pursuant to Section 4.04 through
      the effective date of such termination. In addition, provided that any level
      of
      the performance milestones as set forth on Schedule I for the first twelve
      (12)
      months through December 31, 2008 have been achieved, all remaining options
      granted to the Executive shall immediately vest and be exercisable as of the
      date of termination, and for a period from the date of termination until the
      later of the date on which the Initial Term would have expired and
      one-hundred-eighty (180) days after the date of termination. The Company shall
      be obligated to pay the full amount of any severance owing to the Executive
      pursuant to this Section 6.02(b) irrespective if executive obtains employment
      during such severance period and there shall be no offset to any severance
      amounts payable as a result of such new employment.

     

    (c) as
      a
      result of Sections 6.01(a) or 6.01(f), then the Company shall pay to the
      Executive his full Base Salary and Benefits prorated through the date of
      termination, the Executive shall be reimbursed for any expenses incurred by
      him
      pursuant to Section 4.04 through the termination date, and all unvested or
      unexercised options shall expire as of the date of termination. If such
      Executive’s employment is terminated as a result of Section 6.01 (a), Section
      6.01(f), or a violation of Section 5.03, any options exercised by the Executive
      within three months prior to the date of termination can be repurchased by
      the
      Company from Executive for a toal purchase price of $1.00.

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          10

        
          

        

      

      
         

      

    

    6.03 “Disability”
      Defined.
      As used
      in this Agreement, the term “Disability” means any mental or physical condition
      that results in the Executive becoming unable to perform the essential functions
      of his position, with reasonable accommodation, for a period of at least ninety
      (90) consecutive days.
      The
      Executive shall be deemed to have a Disability at the end of such ninety
      (90) day period.
      

     

    6.04 Surrender
      of Records and Property.
      Upon
      termination of the Executive’s employment by the Executive or by the Company,
      for any reason or for no reason, the Executive shall deliver promptly to the
      Company all records, manuals, books, blank forms, documents, letters, memoranda,
      notes, notebooks, reports, data, tables, and calculations, and copies thereof,
      in whatever medium, which are the property of Company or which relate in any
      way
      to the business, products, practices, techniques, customers, suppliers,
      functions or operations of Company, and all other property and Confidential
      Information of Company, including, but not limited to, all documents which
      in
      whole or in part contain any Confidential Information of Company, which in
      any
      of these cases are in his possession or under his control.

     

    6.05 Resignation. If
      the
      Executive’s employment is terminated for any reason under the terms of this
      Agreement, he shall be deemed to resign (i) if a member, from the Board of
      Directors of the Company and any subsidiary of the Company or any other board
      to
      which he has been appointed or nominated by or on behalf of the Company and
      (ii)
      from any position with the Company or any subsidiary of the Company, including,
      but not limited to, as an officer of the Company or any of its subsidiaries.
      

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          11

        
          

        

      

      
         

      

    

    6.06 Change
      in
      Control. (a) For purposes of this Agreement, a “Change in Control” shall mean
      the occurrence of any of the following events:

    


    (i) the
      consummation of a merger or consolidation of the Company or a subsidiary of
      the
      Company with any other entity, other than a merger or consolidation which would
      result in the voting securities of the Company outstanding immediately prior
      thereto continuing to represent (either by remaining outstanding or by being
      converted or exchanged into other voting securities of another entity) more
      than
      fifty percent (50%) of the total voting power represented by the voting
      securities of the Company or such other entity outstanding immediately after
      such merger or consolidation;

    


    (ii) the
      approval by the shareholders of the Company of a plan of complete liquidation
      of
      the Company or the consummation of the sale of disposition by the Company of
      all
      or substantially all of the Company’s assets; or

     

    (iii) any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1034, as amended) becoming the “beneficial owner” ( as defined
      in Rule 13d-3 under said Act), directly or indirectly, of securities of the
      Company representing fifty percent (50%) or more of the total voting power
      represented by the Company’s then outstanding voting securities.

     

    (iv)
      A
      change in the majority of the Board of Directors, unless approved by the current
      members of the Board.

    


    (b)
      In
      the event that during the Term there shall be a Change in Control, the Company
      shall require any successor to all or substantially all of the business, capital
      stock or assets of the Company by written agreement expressly to assume and
      agree to perform this Agreement in the same manner and to the same extent as
      the
      Company would be required to perform if no such succession had occurred. Failure
      of the Company to obtain such written agreement prior to the effective date
      of
      any such succession followed by the failure of the successor to honor this
      Agreement shall be a breach of this Agreement and shall entitle the Executive
      to
      the rights and benefits hereunder as though he had terminated his employment
      with Company for Good Reason, whether or not he terminates his employment with
      Company. 

     

    (c)
      In
      addition, in the event that during the Term there shall be a Change in Control,
      all unvested options shall immediately and automatically vest as of the
      effective date of such Change of Control; provided that if such Change of
      Control occurs after June 30, 2008, such Change of Control is based upon the
      Company having an enterprise value of at least $10 million.

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          12

        
          

        

      

      
         

      

    

     

    7. Injunctive
      Relief; Arbitration.

     

    7.01 Injunctive
      Relief.
      The
      Executive agrees that (i) any breach or threatened breach of Sections 5 or
      6.04
      shall be a material breach of this Agreement, (ii) such breach will cause
      substantial harm to Company and/or its customers, the amount of which will
      be
      difficult to determine and compute, (iii) the remedies of Company at law for
      such breach would be inadequate to fully compensate Company for the harm caused
      thereby and (iv) in addition to, but not to the exclusion of any other available
      remedy, Company shall have the right to enforce the provisions of Sections
      5 and
      6.04 by applying for and obtaining temporary and permanent restraining orders,
      injunctions, decrees of specific performance and other equitable relief from
      any
      court of competent jurisdiction without the necessity of filing a bond therefor
      or proving irreparable harm.

     

    7.02 Arbitration.
      Except
      as set forth in Section 7.01, any claim or dispute of any nature between the
      parties to this Agreement arising directly or indirectly from the relationship
      created by this Agreement shall be resolved exclusively by arbitration at the
      locale of the Company’s New York executive offices, in accordance with the
      applicable rules of the American Arbitration Association. The fees of the
      arbitrator(s) and other costs (not including attorneys’ fees and expenses)
      incurred by the parties in connection with such arbitration shall be paid by
      each respective party. The decision of the arbitrator(s) shall be final and
      binding upon all parties. Judgment of the award rendered by the arbitrator(s)
      may be entered in any court having jurisdiction thereof. If any dispute is
      submitted to arbitration, each party shall, not later than 30 days before the
      date set for hearing, provide to the other parties and to the arbitrator(s)
      a
      copy of all exhibits upon which the party intends to rely at the hearing and
      a
      list of all Persons each party intends to call at the hearing.

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          13

        
          

        

      

      
         

      

    

    8. Indemnification.

     

    8.01 Indemnification.
      The
      Company desires to have the Executive serve as an executive officer of the
      Company and as a member of the Board of Directors of the Company, free from
      any
      undue concern for unpredictable, inappropriate or unreasonable legal risks
      and
      personal liabilities by his acting in good faith in the performance of his
      duties to the Company and will, therefore, (a) indemnify the Executive to the
      fullest extent permitted under Delaware law, (b) advance all expenses incurred
      by the Executive in defending any action or proceeding to which the Executive
      is
      a party by reason of the fact that he was or is a director or officer of the
      Company to the fullest extent permitted under Delaware law, and (c) purchase
      and
      maintain for the benefit of the Executive directors and officers liability
      insurance policies and errors and omissions insurance policies in reasonable
      amounts from established and reputable insurers. 

     

    8.02 Indemnification
      Hereunder Not Exclusive.
      The
      indemnification provided by this Agreement shall not be deemed to be exclusive
      of any other rights to which the Executive may be entitled under any Articles
      of
      Incorporation, Bylaws, agreement or resolution of shareholders or directors,
      the
      General Corporation Law of the State of Delaware, or otherwise.

     

    8.03 Survival.
      All
      agreements and obligations of Company contained in this Section 8 shall continue
      during the Term and shall continue thereafter so long as the Executive shall
      be
      subject to any possible claim or threatened, pending or completed action, suit
      or proceeding, whether civil, criminal, arbitral, administrative or
      investigative, by reason of the fact that Executive was serving as a director
      or
      officer of the Company. 

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          14

        
          

        

      

      
         

      

    

    9. Miscellaneous.

     

    9.01 Governing
      Law.
      This
      Agreement is made under and shall be governed by and construed in accordance
      with the laws of the State of Delaware.

     

    9.02 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties relating to the
      employment of the Executive by Company and supersedes all prior agreements
      and
      understandings with respect to such matters, and the parties hereto have made
      no
      agreements, representations or warranties relating to such employment which
      are
      not set forth herein; provided,
      however,
      that
      the benefits conferred under this Agreement are in addition to, and not in
      lieu
      of, any and all benefits conferred to Executive under plans and arrangements
      of
      Company.

     

    9.03 Withholding
      Taxes.
      The
      Company may withhold from any compensation and benefits payable under this
      Agreement all federal, state, city or other taxes as shall be required pursuant
      to any law or governmental regulation or ruling.

     

    9.04 Amendments.
      No
      amendment or modification of the terms of this Agreement shall be valid unless
      made in writing and signed by all parties hereto.

     

    9.05 Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      a manner as to be effective and valid under applicable law but if any provision
      of this Agreement is held to be invalid, illegal or unenforceable under any
      applicable law or rule, the validity, legality and enforceability of the other
      provisions of this Agreement will not be affected or impaired
      thereby.

     

    9.06 No
      Waiver.
      No
      waiver of any provision of this Agreement shall in any event be effective unless
      the same shall be in writing and signed by the party against whom such waiver
      is
      sought to be enforced and any such waiver shall be effective only in the
      specific instance and for the specific purpose for which given.

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          15

        
          

        

      

      
         

      

    

    9.07 Assignment.
      This
      Agreement is a personal service contract and, subject to Section 6.06, shall
      not
      be assignable by any party without the written consent of the other parties.
      

     

    9.08 Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed in separate counterparts, each of which will be an
      original and all of which taken together shall constitute one and the same
      agreement, and any party hereto may execute this Agreement by signing any such
      counterpart. A facsimile signature by any party on a counterpart of this
      Agreement shall be binding and effective for all purposes. Such party shall
      subsequently deliver to each other party an original, executed copy of this
      Agreement; provided,
      however,
      that a
      failure of such party to delivery an original, executed copy shall not
      invalidate its signature.

     

    9.09 Notices.
      All
      notices and other communications relating to this Agreement will be in writing
      and shall be given by hand delivery to the other party or by registered or
      certified mail, return receipt requested, postage prepaid, addressed, in either
      case, to the Company’s headquarters or to such other address as either party
      shall have furnished to the other party in writing in accordance herewith.
      Notices and communications shall be effective when actually received by the
      addressee.

     

    9.10 Interpretation.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not in any way affect the meaning or interpretation of this
      Agreement.

     

     

    [The
      remainder of this page has been intentionally left blank]

     

    
      
         

      

      
        Exhibit
          10(c) - Page
          16

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the Executive and the Company have executed this Employment
      Agreement
      as of
      the date set forth in the first paragraph.

     

    
      	 	 	 
	 	KNOBIAS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: John Gross
	 	Title:
              Director
	 	 
	 	 
	 	
              

              Steve Lord
	 	 


    

    
 

    
      
         

      

      
        Exhibit
          10(c) - Page
          17

        
          

        

      

      
         

      

    

    
      SCHEDULE
        I

      


      


      Performance
        Milestones:

      


      
        	 	 	
                Revenues

              	
                 

              	
                EBITDA

              	 
	 	 	 	 	 	 
	
                12
                  months from January 1, 2008 - December 31, 2008

              	 	 	
                3,750,000

              	 	$	
                (700,000

              	
                )

              
	 	 	 	 	 	 	 	 
	
                12
                  months from January 1, 2009 - December 31, 2009

              	 	
                $

              	
                6,500,000

              	 	
                $

              	
                400,000

              	 
	 	 	 	 	 	 	 	 
	
                12
                  months from January 1, 2010 - December 31, 2010

              	 	
                $

              	
                9,000,000

              	 	
                $

              	
                1,000,000

              	 


      

       

      Both
        sets
        of performance milestones (Revenues and EBITDA) must be achieved in order
        for
        Performance Options to be granted to the Executive by the Company. The Board
        of
        Directors, or the Compensation Committee of the Board of Directors, shall
        determine if the Company has achieved the performance milestones. Such
        determination will be derived from the Company’s quarterly financial statements
        filed with the Securities and Exchange Commission.

      


      If
        at
        least 90% but less than 100% of the respective target performance milestones
        as
        set forth above are met in any 12 month period, then the Executive shall
        be
        entitled to seventy-five percent (75%) of the Performance Options.

      


      If
        at
        least 80% but less than 90% of the respective target performance milestones
        as
        set forth above are met in any 12 month period, then the Executive shall
        be
        entitled to fifty percent (50%) of the Performance Options.

       

      
        
           

        

        
          Exhibit
            10(c) - Page
            18