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Sample Business Contracts

Search Result Agreement - FindWhat.com and Mamma.com

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      [MAMMA.COM LOGO]

      388 St-Jacques West, # 900
      Montreal, Quebec
      H2Y ISI
      (514) 844-2700

                             SEARCH RESULT AGREEMENT

      MARCH 29, 2000

      This is to acknowledge that a content integration agreement between Find
      What.com ("PARTNER") and Mamma.com ("Mamma.com") entered on December 22,
      1999 has been discontinued.

      The parties have entered into this agreement with the intent to
      distinguish between paid and unpaid search results of the PARTNER, to
      better synchronize the count of visits "clickthroughs" of Mamma.com to the
      PARTNER's site by both parties, to emphasize the importance of relevancy
      of search results provided by the PARTNER and to outline the collaborative
      measures between the two parties to ensure end user satisfaction.

      THEREFORE the PARTNER and Mamma.com have agreed to the following:

      1.     Mamma.com will include only PARTNER's paid for listing search
             results, "search results", in the "meta search" returns that result
             from queries at the http://www.mamma.com service. Under normal
             circumstances, and it is the general intent of the parties, that,
             where available, at least one of PARTNER's search results will
             appear among the top five of all results displayed for at least 50%
             of all search queries and, in all events, at least one of PARTNER's
             search results will appear on the first page of results, Mamma.com
             will include at least two additional such results in the first four
             result pages. Mamma.com will clearly label the results provided by
             PARTNER as those of FindWhat.com. However, at the initial
             introductory stage, until the relevancy of the search results have
             been determined by Mamma.com, the PARTNER's search results will be
             listed among the second five of all results displayed on the first
             page. It is anticipated that the introductory period will not last
             more than four weeks.

      2.     Mamma.com at its sole discration may remove any single search
             result of the PARTNER shown on Mamma.com search result pages based
             on relevance or poor quality, and will notify the PARTNER to
             improve the result.

      3.     (**REDACTED**)

      3.     Payment terms: Mamma.com and Partner will electronically monitor
             the number of visits and clickthroughs of Mamma.com on a daily
             basis and will provide each other of such count. Mamma.com will
             issue an invoice at the end of each month to the PARTNER and the
             PARTNER will pay Mamma.com within 30 days of receipt of such
             invoice.

      4.     Confidentiality: The terms of the agreement between Mamma.com and
             PARTNER are strictly confidential and not to be disclosed without
             prior approval by the other party.

      5.     Announcements: Both parties will mutually approve any announcement
             of this agreement

<PAGE>   2


             prior to its release. Approval will cover the content of the
             announcement and the timing of its release.

      6.     TERM: ONE YEAR FROM DATE OF EXECUTION UNLESS TERMINATED IN
             ACCORDANCE WITH PARAGRAPH 7 BE1OW.


      7.     Termination: After an initial minimum term of 6 months, either
             party may terminate this agreement with 30 days written notice. If
             terminated in the middle of a month, payments will be pro-rated for
             the final month. MAMMA.COM RESERVES THE RIGHT TO TERMINATE THIS
             AGREEMENT AT ANY TIME AT ITS SOLE DISCRETION IF IT REASONABLY DEEMS
             THAT THE SEARCH RESULTS PROVIDED BY THE PARTNER ARE UNACCEPTABLE
             WITH REGARDS TO THEIR RELEVANCE AND QUALITY. PARTNER RESERVES THE
             RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME IN ITS SOLE
             DISCRETION IF IT REASONABLY DEEMS THAT THE CONTENT AND/OR QUALITY
             OF THE MAMMA.COM HAS CHANGED IN AN UNFAVORABLE MANNER.

      8.     Logos/Trademarks: PARTNER hereby grants Mamma.com a license to use
             PARTNER's trademark "FINDWHAT.COM" and associated logo (to be
             supplied by PARTNER) on the Mamma.com service solely as described
             herein.

      9.     Indemnification: Mamma.com agrees to indemnify, defend and hold
             PARTNER, its successors, officers, directors and employees harmless
             from any and all actions, causes of action, claims, demands, costs,
             liabilities, expenses (including reasonable attorneys' fees) and
             damages arising out of or in connection with any claim relating to
             the Mamma.com Service. PARTNER agrees to indemnify, defend and hold
             Mamma.com, its successors, officers, directors and employees
             harmless from any and all actions, causes of action, claims,
             demands, costs, liabilities, expenses (including reasonable
             attorneys' fees) and damages arising out of or in connection with
             any claim relating to FindWhat.com.

      10.    Exclusivity: This agreement is non-exclusive.

      11.    Content ownership and license: Each party will retain all right,
             title and interest in all content and intellectual property in its
             service.

      12.    Mutual no solicitation: The parties agree not to solicit each
             others employees unless mutually agree. This will be for the term
             of this agreement and for a period of 12 months after.

      13.    Notices, etc: Any notice required or permitted by this Agreement
             shall be deemed given if delivered by registered mail, postage
             prepaid, addressed to the other party at the address shown at the
             beginning of this Agreement or at such other address for which such
             party gives notice hereunder. Delivery shall he deemed effective
             three (3) days after deposit with postal authorities.

      14.    Severability: If any provision of this Agreement shall be held by a
             court of competent jurisdiction to be contrary to law, such
             provision shall be changed and interpreted so as to best accomplish
             the objectives of the original provision to the fullest extent
             allowed by law and the remaining provisions of this Agreement shall
             remain in full force and effect.

      15.    Complete Understanding: This Agreement, including all Exhibits
             attached hereto and hereby incorporated by reference, constitutes
             the final, complete and exclusive agreement between the parties
             with respect to the subject matter hereof, and supersedes and/or
             replaces any prior or contemporaneous agreement, either written or
             oral.

<PAGE>   3


      16.    Force Majeure: Except with respect to obligations to make payments
             hereunder, neither party shall be deemed in default hereunder, nor
             shall it hold the other party responsible for, any cessation,
             interruption or delay in the performance of its obligations
             hereunder due to causes beyond its reasonable control including,
             but not limited to: earthquake, flood, fire, storm or other natural
             disaster, act of God, labor controversy or threat thereof, civil
             disturbance or commotion, disruption of the public markets, war or
             armed conflict or the inability to obtain sufficient material,
             supplies, labor, transportation, power or other essential commodity
             or service required in the conduct of its business, including
             internet access, or any change in or the adoption of any law,
             ordinance, rule, regulation, order, judgment or decree.

      17.    Independent Contractors. The parties are independent contractors.
             This Agreement shall not be construed to create a joint venture or
             partnership between the parties. Neither party shall be deemed to
             be an employee, agent, partner or legal representative of the other
             for any purpose and neither shall have any right, power or
             authority to create any obligation or responsibility on behalf of
             the other.

      18.    Mamma.com may not alter the display of FindWhat.com search results
             in any manner. Mamma.com shall not save or cache any search results
             provided by FindWhat.com but shall merely display to its Website
             visitors the search results provided by the link to FindWhat.com.

             Agreed and Accepted:

<TABLE>
<S>                                                <C>
             MAMMA.COM:  /s/ Simon Aznavour        FINDWHAT.COM:  /s/ Robert B. Brahms

             Name: Simon Aznavour                     Name: Robert D. Brahms
             Its: COO                                 Its: CEO
             Date: 4/3/00                             Date: 43/00

</TABLE>