ASSET PURCHASE AGREEMENT

1.1.

Transferred Assets. Other than Excluded Assets (as defined in Section 1.2 below), Seller hereby sells, transfers, assigns, and delivers free from all Encumbrances (other than those set forth in Section 5.1(e) of the Seller Disclosure Schedule) to Buyer, and Buyer hereby purchases, acquires, and accepts from Seller, the right, title, and interest in and to the properties and assets of Seller listed on Schedule 1.1 attached hereto and made a part hereof, all in accordance with the provisions set forth in this Agreement (the “ Transferred Assets ”).

1.2.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, the parties agree that Seller is not selling, assigning, transferring, conveying, or delivering (nor does Seller have any obligation to assign, transfer, convey or deliver) to Buyer, and the Transferred Assets shall not include, any assets that are not Transferred Assets (the “ Excluded Assets ”).

3.1.

The aggregate purchase price payable to Seller for the Transferred Assets is Two Million U.S. Dollars (U.S. $2,000,000) in cash, due and payable on the Closing Date by wire transfer of immediately available funds to such bank account as Seller shall direct in writing (the “ Purchase Price ”).

3.2.

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

3.3.

The Purchase Price shall be allocated among the Transferred Assets in the manner required by Treasury Regulation §1.1060-1T as mutually agreed upon between the Seller and Buyer (the “ Allocation ”). Buyer shall deliver its determination with respect to the Allocation within thirty (30) days after the Closing Date. The parties agree that: except as otherwise required by law (i) the Allocation shall be binding on the parties for all federal, state, local and foreign tax purposes, and (ii) the parties shall file with its respective federal income tax returns consistent IRS Forms 8594 - Asset Acquisition Statements under Section 1060, including any required IRS forms, Schedules, or amendments thereto, which shall reflect the allocation set forth in the Allocation pursuant to this Section 3.3.

4.1.

The closing of the transactions contemplated hereunder (the “ Closing ”) will take place on the date hereof, unless another date is agreed to in writing by the parties (the “ Closing Date ”). The Closing shall take place at Buyer's offices located at 237 West 35 ^th Street, Suite 1101, New York, New York, unless another place is agreed to in writing by the parties.

4.2.

After the Closing, as reasonably requested by Buyer, Seller shall provide reasonable assistance to the Buyer and its accountants and attorneys in connection with the preparation of financial reports and tax returns of Buyer as they relate to the Transferred Assets. Selling Parties shall be reimbursed for all expenses and costs incurred by them in providing such assistance. Selling Parties will not be required to provide any assistance or disclose any information with respect to matters taken adverse to the interests or which may be taken adversely to the interests of the Selling Parties.

4.3.

The Selling Parties shall, from time to time, at Closing or at any time thereafter, do or procure the doing of all such acts and/or execute or procure the execution of all such documents, in a form reasonably satisfactory to Buyer, as Buyer may reasonably consider necessary for giving full effect to this Agreement and securing to Buyer the full benefit of the rights, powers, and remedies conferred upon Buyer in this Agreement.

4.4.

Seller shall promptly, but no later than 10 business days after the Closing Date, transfer or deliver to Buyer any of the Transferred Assets delivered to, or retained or received by, Seller after the Closing Date.

4.5.

Immediately following the Closing, Seller shall cooperate and comply with any and all strategies, policies and steps reasonably necessary, appropriate or desirable, related to Buyer's communications and interactions with contributors to and supervisors of the community known as the “Wiki Answers Community” (the “ Community ”) for the purpose of preserving the community aspects of the web property known as www.faqfarm.com and www.wikianswers.com (the “ FAQ Farm Websites ”) and ensuring the continuity of active Community participation by Internet users, including, but not limited to, those steps as set forth on Exhibit B attached hereto.

4.6.

Immediately following the Closing, Seller undertakes to complete the required documentation in order to complete and execute the assignment of ownership to Buyer of the domain names, registered trademarks, trademark applications and the databases that are part of the Transferred Assets.

4.7.

Each Selling Party shall cooperate with Buyer and, at Buyer’s request, each Selling Party shall remit to Buyer all revenues collected from the operation of the Business provided by or on behalf of Buyer after the Closing Date.

4.8.

Seller shall deliver to Buyer a file of all databases that are part of the Transferred Assets in the form and media reasonably requested by Buyer at or prior to the Closing.

5.1.

Representations and Warranties of Seller and Shareholder. Except as otherwise set forth in the disclosure schedule delivered by Seller to Buyer concurrently with the execution of this Agreement (the “ Seller Disclosure Schedule ”), Seller and Shareholder jointly and severally represent and warrant to Buyer as follows:

(a)

Organization; Good Standing; Qualification and Power . Seller is a corporation, duly organized, validly existing, and in good standing under the laws of the State of New York. Seller has full corporate power and authority to transfer the Transferred Assets to Buyer, to carry on the Business as now conducted, and possesses all governmental and other permits, licenses, and other authorizations to own, lease, or operate its assets and properties as now owned, leased, and operated and to carry on the Business as presently conducted, except where the failure to procure such permits, licenses, and other authorizations such would not reasonably be expected to have a Material Adverse Effect on Seller. Seller is duly qualified and in good standing to do business in those jurisdictions listed in Section 5.1(a) of the Seller Disclosure Schedule, being all of the jurisdictions in which the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect on Seller.

(b)

Due Authority. All corporate action on the part of Seller, its directors, officers and shareholders necessary for the authorization, execution, delivery, and performance of this Agreement and any Related Agreements (as defined in Section 6 below), if applicable, has been taken prior to the Closing. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) conflict with or violate any law, ordinance, or regulation or any decree or order of any court or administrative or other governmental body that is either applicable to, binding upon, or enforceable against Seller; or (ii) except where consent is required and obtained, result in any breach of or default under any mortgage, lease, promissory note, contract, purchase order, indenture, trust, or other instrument or written agreement which is either binding upon or enforceable against Seller or Shareholder.

(c)

Financial Information; Operational Results - Material Adverse Change. As of the dates and for the periods indicated thereon, the financial information included in Section 5.1(c)(i) of the Seller Disclosure Schedule (“ Financial Information ”), (i) is correct and complete in all material respects; (ii) is compiled in accordance with the books and records of Seller; and (iii) fairly presents the results of operations of the Business. Since September 30, 2006, and as of the date hereof, there has not been any Material Adverse Change in the financial condition, results of operations, Transferred Assets, liabilities or business condition of Seller or the Business, except for changes arising as a result of general economic conditions, conditions affecting Seller’s industry generally or changes arising as a result of the public announcement of the transaction subject to this Agreement. The FAQ Farm Websites (A) have collectively accumulated to date no less than 250,000 unique questions, no less than 400,000 unique edits/answers, and no less than 200,000 pages that are indexed in Google; and (B) as of October 23, 2006, have collectively attracted no less than 100,000 registered users known as “FAQ Farmers” and are supervised by no less than 25 supervising editors known as “FAQ Farm Supervisors.”

(d)

Tax Matters. Except as set forth in Section 5.1(d) of the Seller Disclosure Schedule, (i) Seller has paid or adequately provided for any and all taxes, license fees, or other governmental charges levied, assessed, or imposed upon any of the Transferred Assets and the Business; (ii) Seller has filed all tax returns and reports required by federal, state, and local tax authorities, and such returns are correct, true and complete; and (iii) Seller is not involved in any dispute with any tax authority nor has it received any notice of any deficiency, audit, or other indication of deficiency from any tax authority with respect to the Business.

(e)

Title to the Transferred Assets. Except as set forth in Section 5.1(e) of the Seller Disclosure Schedule, Seller has good, valid, and marketable title to or a valid, transferable license to use, all Transferred Assets, personal, tangible and intangible. At the Closing, none of the Transferred Assets will be subject to any Encumbrance (other than rights retained by any licensor of intellectual property to the Seller) or charge of any kind.

(f)

Intellectual Property.

i.

Section 5.1(f)(i) of the Seller Disclosure Schedule contains a true and complete list of all of Seller’s patents, patent applications, registered copyrights, copyright applications, registered trademarks and trademark applications relating to or used in the Business. The Transferred Assets include all Intellectual Property Rights or licenses thereto owned or used by Seller necessary to administer, develop, use, and maintain the Business as currently being conducted. All statements and representations made by Seller in any pending Intellectual Property Rights applications, filings or registrations were true in all material respects as of the time they were made. Except as set forth in Section 5.1(f)(i) of the Seller Disclosure Schedule, no registered Intellectual Property Right owned by Seller and used in the Business has lapsed, expired or been abandoned or canceled, or is subject to any injunction, judgment, order, decree or ruling or is subject to any pending or, to the knowledge of Seller, threatened oppositions, cancellations, interferences or other proceedings in any country.

ii.

Seller has developed and is the owner of all rights, title, and interests in, or has obtained the right to use, all of the Intellectual Property Rights comprising the Transferred Assets (the “ Transferred Intellectual Property Rights ”). Except as set forth on Section 5.1(f)(ii) of the Seller Disclosure Schedule, neither Selling Party has granted any license of or right to use any item of the Transferred Intellectual Property Rights. Other than this Agreement and the other agreements contemplated hereby, there is no agreement, decree, arbitral award, or other provision or contingency that obligates either Seller or Shareholder to grant licenses in current or future Intellectual Property Rights to be developed by Seller or Shareholder related in any way to the Transferred Assets other than as set forth in Section 5.1(f)(ii)(A) of the Seller Disclosure Schedule. Section 5.1(f)(ii)(B) of the Seller Disclosure Schedule specifically sets forth a true, complete, and correct list of all Third Party Licenses. To Seller’s knowledge, Seller has the right to use the Third Party Licenses in the Business as currently conducted. Except as set forth on Section 5.1(f)(ii) of the Seller Disclosure Schedule, to Seller’s knowledge, the Third Party Licenses are in full force and effect and Seller has made any and all payments required through the date hereof in connection with its rights to use the Third Party Licenses.

iii.

To the knowledge of the Selling Parties, none of the Transferred Intellectual Property Rights are being infringed by any third party. To the knowledge of the Selling Parties, with respect to the Transferred Assets, Seller is not infringing, nor has it received any notice that it is infringing, on any Intellectual Property Rights of any third party and no claim is pending or has been made to such effect. With respect to questions and answers submitted by persons not affiliated with Seller or Shareholder to the FaqFarm.com or Wikianswers.com Websites, the Seller’s and Shareholder’s knowledge of infringement for the purposes of this Section 5.1(f)(iii) will be limited to their actual knowledge.

iv.

Except as set forth in Section 5.1(f)(iv) of the Seller Disclosure Schedule, all current and past officers, employees, and consultants of Seller who have been involved in the development, operation and/or maintenance of the Transferred Assets, but specifically excluding persons contributing questions, answers or other discussion and commentary to the websites associated with the Business, have executed and delivered to and in favor of Seller an agreement regarding the protection of confidential and proprietary information and the assignment to Seller of all Intellectual Property Rights arising from the services performed for Seller by such persons (collectively, the “ Confidentiality Agreements ”).

v.

Except as set forth in Section 5.1(f)(v) of the Seller Disclosure Schedule, all works that were created, prepared, or delivered by consultants, independent contractors, or other third parties for or on behalf of Seller and/or Shareholder, but specifically excluding content on the websites associated with the Business that are produced by persons contributing questions, answers or other discussion and commentary on the websites associated with the Business; (A) are and shall constitute “works made for hire” specially ordered or commissioned by Seller within the meaning of United States' copyright law, or (B) all right, title, and interest therein (including any materials and elements created, prepared or delivered by such parties in connection therewith) have been assigned to Seller. No current or former shareholder, employee, consultant, or independent contractor of Seller has any rights (other than unwaivable moral rights) in or to any of the Transferred Intellectual Property Rights.

vi.

All Technology included within the Transferred Assets (the “ Transferred Technology ”) are free from any material defect, bug, virus, time bomb, Trojan horse, backdoor, or programming, design, or documentation error and all such Technology operates and runs in a reasonable manner, except in each case as would not materially and adversely affect the performance of the Transferred Technology as currently used by Seller in conducting the Business.

vii.

Seller does not, and has not, collected personally identifiable information from users of its websites, except in a manner disclosed in a privacy statement prominently displayed on such sites. Seller has reasonably adequate security measures in place to protect the customer information it receives through such sites from illegal use by third parties or use by third parties in a manner that violates the rights of privacy of its users.

viii.

The Terms of Use associated with the FAQ Farm Websites have been displayed substantially as set forth on Section 5.1(g) of the Seller Disclosure Schedule since November 5, 2003.

(g)

Section 5.1(g) of the Seller Disclosure Schedule sets forth a true and complete list of all material written or oral agreements and other instruments relating to the Business or the Transferred Assets to which Seller and/or Shareholder is a party (the “ Material Agreements ”). Each Material Agreement (A) is the legal, valid and binding obligation of Seller and, to the knowledge of each Selling Party, the legal, valid, and binding obligation of each other party thereto, in each case enforceable in accordance with its terms, (B) is in full force and effect, and (C) to the knowledge of each Selling Party, except as set forth in Section 5.1(g) of the Seller Disclosure Schedule, the other party or parties thereto is or are not in material default thereunder.

For purposes of this Section and Section 5.1(h) below, the term “ material ” shall mean and refer to those agreements, contracts, instruments or arrangements (as applicable) that involve payments or expenditures by or to Seller, or otherwise have an annual, aggregate value of at least U.S.$ 5,000.

(h)

No Defaults. Seller has in all material respects performed all the obligations required to be performed by it to date and is not in default or alleged to be in default under (i) its corporate documents or (ii) any material agreement, lease, license, contract, commitment, instrument or obligation to which Seller is a party or by which any of its properties, assets, or rights are or may be bound or affected and, to the knowledge of each Selling Party, there exists no event, condition, or occurrence that, with or without due notice or lapse of time, or both, would constitute such a default by it of any of the foregoing.

(i)

Litigation. There are no claims, actions, suits, or proceedings pending by or against, or otherwise affecting any of the Selling Parties, the Transferred Assets, or the Business, and to Seller’s knowledge, there are no claims, actions, suits, proceeding, or investigations threatened by or against, or otherwise affecting any of the Selling Parties, the Transferred Assets, or the Business.

(j)

Compliance. Seller has in the past duly materially complied and is presently duly materially complying with all applicable laws, whether statutory or otherwise, rules, regulations, orders, ordinances, and judgments and decrees of all governmental authorities (federal, state, local or otherwise) (collectively, “ Laws ”), as well as their own rules, policies, and procedures relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by Seller in the conduct of the Business. None of the Selling Parties has recei