Re: Option to Purchase Shares of Fund.com Inc.

August 28, 2009

IP GLOBAL INVESTORS LTD.

499 N. Canon,

Beverly Hills, CA 90210

Attn:  Meghann McEnroe, President

and

EQUITIES MEDIA ACQUISITION CORP. INC.

Via Lugano 11,

6982 Agno-Lugano, Switzerland

Attn;  Arie Jan van Roon, President

Re:            Option to Purchase Shares of Fund.com Inc.

Ladies and Gentlemen:

1.            Grant of the Purchase Option .

(a)           The Borrower does hereby grant to the Lenders or any of their individual or collective designees (the “ Optionholder ”), an irrevocable right and option (the “ Purchase Option ”) entitling such Optionholder(s) to purchase, at any time or from time to time, commencing on the Closing Date and ending on or before December 31, 2009 (the “ Option Period ”) for one or more cash payment(s) aggregating up to $5,000,000, that number of shares of Class A Common Stock of the Borrower (the “ Option Shares ”) as shall be determined by dividing :

(i)           the aggregate amount paid in cash by any one or more Optionholder to the Borrower on each occasion during the Option Period that the Purchase Option is exercised by such Optionholder, by (b) twenty-one cents ($0.21) per share (the “ Option Price ”).  The Option Price and the number of Option Shares that may be purchased upon each exercise of the Purchase Option shall be subject to adjustment as provided in this agreement.

(ii)           The Purchase Option may be exercised, at any time or from time to time in whole or in part, by any one or more Optionholders upon three (3) days prior written notice to the Borrower (the “ Exercise Notice ”) given at any time or from time to time from and after the date of this agreement and through and including 5:00 P.M. (EST on December 31, 2009 (the “ Expiration Date ”).  Each Exercise Notice shall specify (A) the aggregate amount to be paid upon each exercise of the Purchase Option, and (B) the number of Option Shares to be purchased upon such Purchase Option exercise, based on the Option Price then in effect.

(iii)           The Purchase Option shall expire on the Expiration Date to the extent not exercised in accordance with this agreement.

(b)           The Optionholder(s) exercising the Purchase Option, whether in whole or in part, shall pay to the Borrower in cash or by wire transfer of immediately available funds the aggregate Option Price for all Option Shares purchased upon exercise of the Purchase Option not later than ten (10) Business Days after giving the Exercise Notice; provided, that the Borrower shall deliver to such Optionholder(s) stock certificates evidencing all, and not less than all, of the Option Shares being purchased upon exercise of such Purchase Option.

                      (i)            Adjustment Due to Merger, Consolidation, Etc.   If, at any time when this Purchase Option is issued and outstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Class A Common Stock  of the Borrower shall be changed into the same or a different number of shares of another class or classes of Stock  or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Optionholders of this Purchase Option shall thereafter have the right to receive upon exercise of the Optionholders’ Purchase Option, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Class A Common Stock  immediately theretofore issuable upon exercise, such Stock , securities or assets which the holder would have been entitled to receive in such transaction had the Optionholders’ Purchase Option been exercised in full immediately prior to such transaction (without regard to any limitations on exercise set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the holder of the Optionholders’ Purchase Option to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Option Price and of the number of shares issuable upon exercise of the Purchase Option) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the exercise hereof.  The Borrower shall not effect any transaction described in this Section 2(d)(i) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the holder shall be entitled to convert the Optionholders’ Purchase Option notwithstanding Section 2(d)(iii)) , and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 2(d)(i).  The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

                      (ii)            Adjustment Due to Distribution .  If, at any time when this Purchase Option is issued and outstanding, the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Class A Common Stock  as a dividend, stock  repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital Stock  of a subsidiary (i.e., a spin-off)) (a “ Distribution ”), then the Optionholders of this Purchase Option shall be entitled, upon any exercise of the Optionholders’ Purchase Option after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the holder with respect to the shares of Class A Common Stock issuable upon such exercise had such Optionholders been the holder of such shares of Class A Common Stock on the record date for the determination of shareholders entitled to such Distribution and the Purchase Option shall be deemed repaid by the amount of the fair value of the Distribution.

           (iii)            Adjustment Due to Dilutive Issuance .  If, at any time when this Purchase Option is issued and outstanding, the Borrower issues or sells, or in accordance with this Section 2(d) is deemed to have issued or sold, any shares of Class A Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Option Price in effect on the date of such issuance (or deemed issuance) of such shares of Class A Common Stock (a “ Dilutive Issuance ”), then immediately upon the Dilutive Issuance, the Option Price will be reduced to the lower of (i) the amount of the consideration per share received by the Borrower in such Dilutive Issuance and (ii) the price determined by multiplying the Option Price in effect immediately prior to the Dilutive Issuance by a fraction, (A) the numerator of which is an amount equal to the sum of (x) the number of shares of Class A Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Section 2(e)(vi) hereof, received by the Borrower upon such Dilutive Issuance divided by the Option Price in effect immediately prior to the Dilutive Issuance, and (B) the denominator of which is the Class A Common Stock Deemed Outstanding (as defined below) immediat