PURCHASE AGREEMENT

PURCHASE AGREEMENT

TABLE OF CONTENTS

1.	DEFINITIONS	2
1.2	Currency	9
2.	TCS SHARE TRANSACTIONS	9
2.1	Purchase and Sale of Benelux Shares	9
2.2	Purchase and Sale of Iberian Shares	9
3.	THE STOCKGROUP TRANSACTIONS	9
3.1	Purchase and Sale	9
3.2	Assumption of Liabilities	9
3.3	Payment of Purchase Price	9
3.4	Additional Consideration	10
3.5	Allocation	10
4.	THE CLOSING	11
5.	DELIVERIES AT THE CLOSING	11
5.1	Deliveries to Stockgroup Systems from TCS	11
5.2	Deliveries to Stockgroup Media from TCS	12
5.3	Deliveries to Stockgroup from TCS Holdings	12
5.4	Deliveries to TCS by Stockgroup	12
5.5	Deliveries by Stockgroup Systems to TCS	13
5.6	Deliveries by TCS to Stockgroup	13
6.	REPRESENTATIONS AND WARRANTIES OF THE SELLERS	13
6.1	Organization of the Sellers	13
6.2	Authorization of Transactions	13
6.3	Noncontravention	13
6.4	Brokers' Fees	14
6.5	Title to Assets	14
6.6	Title to TCS Ltd. Shares, Benelux Shares and Iberian Shares	14
6.7	Title to Aether Shares	14
6.8	Title to Acquired Shares at Closing	15
6.9	Title to Benelux Shares and Iberian Shares at Closing	15
6.10	Title to Acquired Assets	15
6.11	Subsidiaries	15
6.12	Financial Statements	16
6.13	Events Subsequent to Most Recent Fiscal Quarter End	17
6.14	Undisclosed Liabilities	19

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6.15	Legal Compliance	19
6.16	Tax Matters	20
6.17	Real Property	21
6.18	Intellectual Property	23
6.19	Sufficiency of Assets	24
6.20	Condition of Assets	24
6.21	Permits	24
6.22	Contracts	24
6.23	Notes and Accounts Receivable	26
6.24	Insurance	26
6.25	Litigation	26
6.26	Product Liability	26
6.27	Employees	27
6.28	Employee Benefits	27
6.29	Guaranties	27
6.30	Environmental, Health, and Safety Matters	27
6.31	Securities Representations	27
7.	REPRESENTATIONS AND WARRANTIES OF STOCKGROUP	28
7.1	Organization of Stockgroup	28
7.2	Authorization of Transaction	29
7.3	Noncontravention	29
7.4	Brokers' Fees	29
7.5	Corporate	29
7.6	Claims and Proceedings	30
7.7	Securities Act	30
7.8	Availability of Funds	30
7.9	No Other Representations	30
8.	PRE-CLOSING COVENANTS	30
8.1	General	30
8.2	Operation of Business	31
8.3	Preservation of Business	31
8.4	Full Access	31
8.5	Notice of Developments	31
8.6	Exclusivity	32
8.7	Leases	32
8.8	Resale Restrictions	32
8.9	Legending of Purchaser Shares	32
8.10	Cash of Acquired Entities At Closing	33
9.	CONDITIONS TO OBLIGATION TO CLOSE	33
9.1	Conditions to Obligation of Stockgroup	33
9.2	Conditions to Obligation of the Sellers	34

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10.	SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION	35
10.1	Survival; Right to Indemnification	35
10.2	Sellers’ Indemnity	36
10.3	Purchasers’ Indemnity	36
10.4	Procedure for Indemnification – Third Party Claims.	37
10.5	Procedure for Indemnification – Other Claims	38
10.6	Time Limitations; Indemnification by Securityholders	38
10.7	Monetary Limitations	39
10.8	Losses Net of Insurance; Taxes	39
10.9	Purchase Price Adjustment	39
10.10	No Double Recovery	39
11.	TAX LIABILITY	40
11.1	Liability for Taxes	40
11.2	Post Closing Tax Matters	41
12.	RECORDS/LITIGATION AND TAX MATTERS	42
12.1	Records/Litigation	42
13.	TERMINATION	43
13.1	Termination of Agreement	43
14.	POST-CLOSING MATTERS	44
14.1	Piggy-Back Registration.	44
14.2	Payment for Preparation of Most Recent Financial Statements	44
14.3	Name Change	44
14.4	UK Lease	44
14.5	No Competition	45
15.	MISCELLANEOUS	45
15.1	Press Releases and Public Announcements	45
15.2	No Third-Party Beneficiaries	45
15.3	Entire Agreement	45
15.4	Succession and Assignment	45
15.5	Counterparts	45
15.6	Headings	46
15.7	Notices	46
15.8	Governing Law	47
15.9	Amendments and Waivers	47
15.10	Severability	47
15.11	Expenses	47
15.12	Construction	47

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15.13	Disclosure Schedule	48
15.14	Incorporation of Schedules	48
15.15	Bulk Transfer Laws	48

Schedule A – List of Acquired Assets

Schedule B – List of Trademarks

Schedule C – List of Fixed Assets

Schedule D – Notarial Deed of Transfer (Benelux)

Schedule E – Notarial Deed of Transfer (Iberian)

Schedule F – Xxxxxx Xxxxx Sublease

Schedule G – Allocation of the Purchase Price

Schedule H – Transition Services Agreement

Schedule I – Disclosure Schedule

Schedule J – Trademark Assignment

Schedule K – Domain Name Assignment

Schedule L – Assignment and Assumption Agreement – General

Schedule M – General Assignment and Xxxx of Sale

Schedule N – Assignment and Assumption Agreement – Eight Black

Schedule O – Customer Lists

Schedule P – Accredited Investor Questionnaire

PURCHASE AGREEMENT

THIS AGREEMENT entered into effective as of January 24, 2007.

AMONG:

STOCKGROUP INFORMATION SYSTEMS INC., a Colorado corporation

("Stockgroup")

AND:

STOCKGROUP SYSTEMS LTD., a Nevada corporation

("Stockgroup Systems")

AND:

STOCKGROUP MEDIA INC., a British Columbia corporation

("Stockgroup Media")

AND:

TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation

("TCS")

AND:

TELECOMMUNICATION SYSTEMS (HOLDINGS) LIMITED, a company incorporated in England and Wales, U.K.

("TCS Holdings")

WHEREAS:

                    This Agreement contemplates a series of transactions in which Stockgroup, Stockgroup Systems and Stockgroup Media will, in the aggregate, purchase the Business (as hereinafter defined) from TCS and TCS Holdings through the acquisition of all of the issued and outstanding securities of TeleCommunication Systems Limited, TeleCommunication Systems Benelux BV, TeleCommunication Systems Iberian SA and Aether Systems (UK) Limited, and the acquisition of specific assets of TCS.

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the parties hereto do hereby agree as follows:

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1.	DEFINITIONS
	(a)	“2007 Gross Profit” means the amount of Gross Profit derived by Stockgroup, Stockgroup Systems and Stockgroup Media from the operation of the Business for the period beginning on the Closing Date and ending December 31, 2007.
	(b)	"Accounts Receivable" means (i) all accounts receivable of the Acquired Entities; (ii) all accounts receivable under agreements or contracts for services or products provided by the Sellers in respect of the Acquired Assets and the Eight Black Agreement, and other rights to payment from customers of the Business and the full benefit of all security for such accounts or right to payment; (iii) all other accounts or notes receivable of the Acquired Entities or either of the Sellers in respect of the Acquired Assets and the Eight Black Agreement, or otherwise with respect to the Business and the full benefit of all security for such accounts or notes; (iv) costs and estimated earnings in excess of xxxxxxxx on uncompleted contracts with respect to the Business and (v) any claim, remedy or other right relating to any of the foregoing.
	(c)	"Acquired Assets" means all of the assets of TCS that are used in the Business and identified on the list of assets attached to this Agreement as Schedule “A”.
	(d)	“Acquired Entities” means TCS Ltd., Benelux, Iberian and Aether.
	(e)	“Acquired Shares” means all of the issued and outstanding common shares in the capital of TCS Ltd.
	(f)	“Accredited Investor” shall have the meaning set forth in Rule 501(a) of Regulation D promulgated under the Securities Act.
	(g)	“Additional Consideration” shall have the meaning set forth in Section 3.4, below.
	(h)	“Aether” means Aether Systems (UK) Limited, a company organized under the laws of the United Kingdom having Company No. 01831719.
	(i)	“Aether Shares” means all of the issued and outstanding common shares in the capital of Aether.
	(j)	"Affiliate" means, with respect to any Person, any Person which directly or indirectly through stock ownership, other arrangements or otherwise either controls, or is controlled by or is under common control with, such Person.
	(k)	"Assumed Liabilities" means the liabilities listed on the November 30, 2006 Statement of Net Assets, which is attached at Section 6.12 of the Disclosure Schedule (Schedule I) to this Agreement.

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	(l)	"Basis" means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.
	(m)	“Benelux” means TeleCommunication Systems Benelux BV, a company organized under the laws of the Netherlands (Company No. 33297036).
	(n)	“Benelux Note” means a simple demand promissory note, without interest, to be made at Closing by TCS Ltd. and payable to the order of TCS Holdings in the amount of the Benelux Share Price.
	(o)	“Benelux Shares” means all of the issued and outstanding securities in the capital of Benelux.
	(p)	“Benelux Share Price” means the sum of One Thousand Dollars ($1,000).
	(q)	“Business” means the business of providing a portfolio of products and services that provide financial market data for wireless devices to consumers and enterprise that was owned and operated, in the aggregate, by TCS and the Acquired Entities up to the Closing Date and that will be owned and operated by Stockgroup Systems, Stockgroup Media and the Acquired Entities after the Closing Date.
	(r)	“Business Day” means any day that commercial banks are open for business in both Baltimore, Maryland and Vancouver, British Columbia.
	(s)	"Cash" means cash and cash equivalents (including marketable securities and short term investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.
	(t)	"Claims" means any action, cause of action, suit, claim or counterclaim or legal, administrative or arbitral proceeding or investigation, whether or not the defense thereof, or any Liability in respect thereof, is covered by insurance and whether under consumer laws, equity or statute, including employment protection legislation.
	(u)	"Closing" has the meaning set forth in Section 4 below.
	(v)	"Closing Date" has the meaning set forth in Section 4 below.
	(w)	"Disclosure Schedule" has the meaning set forth in Section 6 below.
	(x)	“Eight Black Agreement” means the MarketStream Distributor Agreement between the Eight Black Partnership Pty. Ltd. and TCS, effective as of March 4, 2006.
	(y)	"Employee Benefit Plan" means any employee benefit plan or similar program maintained by any of the Acquired Entities or maintained by TCS and made

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		available to any employees providing, or who have in the past provided, services in or to the Business.
	(z)	"Environmental, Health and Safety Requirements" shall mean all federal, provincial, state and local statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labelling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or by-products, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect.
	(aa)	“Excluded Liabilities” means any Liability that is not an Assumed Liability.
	(bb)	“Excluded Software” shall have the meaning set forth in Section 6.18 of the Disclosure Schedule.
	(cc)	"Financial Statement" has the meaning set forth in Section 6.12 below.
	(dd)	"Fiscal Year End Statements" has the meaning set forth in Section 6.12 below.
	(ee)	"GAAP" means U.S. generally accepted accounting principles as in effect from time to time.
	(ff)	“Gross Profit” means total revenue less costs for data feeds (Reuters), Imperial Software (IST), airtime, exchange fees, other direct costs of revenue and U.S. labor costs (collectively, “cost of revenue”), calculated in a manner substantially as calculated by TCS in its operation of the Business.
	(gg)	“Iberian” means TeleCommunication Systems Iberian SA, a company organized under the laws of Spain (CIF No. X00000000).
	(hh)	“Iberian Note” means a simple demand promissory note, without interest, to be made at Closing by TCS Ltd. and payable to the order of TCS Holdings in the amount of the Iberian Share Price.
	(ii)	“Iberian Shares” means all of the issued and outstanding common shares in the capital of Iberian.
	(jj)	“Iberian Share Price” means the sum of One Thousand Dollars ($1,000).
	(kk)	"Intellectual Property" means all of the (i) Know-how, (ii) Trademarks, (iii) copyrights, copyright registrations and applications for registration, (iv) Software Programs (other than Excluded Software) and (v) all other intellectual property

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rights whether registered or not, in each case that are licensed to or owned by TCS and used in the Business as currently operated or which are licensed to or owned by the Acquired Entities, including:

	(i)	all service marks, trade dress, logos, slogans, trade names, corporate names (including the name "Aether" in any form or combination with other words), Internet domain names and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith;
	(ii)	all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith;
	(iii)	all mask works and all applications, registrations, and renewals in connection therewith;
	(iv)	all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals);
	(v)	all computer software (including source code, executable code, data, databases and related documentation);
	(vi)	all advertising and promotional materials;
	(vii)	all other proprietary rights; and
	(viii)	all copies and tangible embodiments thereof (in whatever form or medium),

		but excluding any patents or patent applications issued to or owned by TCS.
	(ll)	“Know-how” means any and all product specifications, processes, methods, product designs, plans, trade secrets, ideas, concepts, inventions, manufacturing, engineering and other manuals and drawings, physical and analytical, safety, quality control, technical information, data, research records, all promotional literature, customer and supplier lists and similar data and information, and any and all other confidential or proprietary technical and business information which are licensed to or owned by TCS and used in the Business as currently operated or which are licensed to or owned by any of the Acquired Entities.
	(mm)	"Knowledge" means actual knowledge after reasonable investigation.

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	(nn)	“Lease Consents” means, as to each of the Leases that prohibits assignment without the written consent of the landlord, a written consent for the assignment thereof in form and substance satisfactory to Stockgroup, acting reasonably.
	(oo)	"Leased Real Property" means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by any of the Sellers in connection with the operation of the Business or held by any of the Acquired Entities.
	(pp)	"Leases" means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which any of the Acquired Entities holds any Leased Real Property or pursuant to which either of the Sellers holds any Leased Real Property that is used, or intended to be used, in the conduct of the Business, including the right to all security deposits and other amounts and instruments deposited by or on behalf of any of the TCS Entities thereunder.
	(qq)	"Liability" means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.
	(rr)	"Losses" means any and all losses, demands, Claims, allegations, assertions, Liabilities, costs, damages, judgments, obligations (including corrective or remedial obligations), debts, settlements, assessments, deficiencies, Taxes, penalties, interest, fines or expenses, whether or not arising out of any Claims by or on behalf of a third party, including interest, penalties, reasonable attorney’s fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, but specifically excluding any consequential, special or punitive damages.
	(ss)	"Material" means, with respect to any matter, that a reasonable person would consider the matter significant under the circumstances.
	(tt)	"Material Adverse Effect" means a Material and adverse effect upon (i) the business, operations, assets, liabilities, conditions (financial or otherwise), operating results, prospects, or customer, supplier or employee relations of the Business or (ii) the ability of the Purchasers or Sellers to consummate the transactions contemplated hereby or perform their respective obligations hereunder.
	(uu)	"Most Recent Fiscal Year End" has the meaning set forth in Section 6.12(b) below.
	(vv)	"Ordinary Course of Business" means the ordinary course of business consistent with past custom and practice.

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	(ww)	"Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).
	(xx)	“Purchase Price” means Five Hundred Seventy Thousand Dollars ($570,000) plus the assumption, by Stockgroup Systems, of the Assumed Liabities.
	(yy)	"Purchaser Indemnitees" shall mean Stockgroup, Stockgroup Systems and Stockgroup Media, together with their respective Affiliates (including, after Closing, the Acquired Entities) and their respective Representatives.
	(zz)	“Purchasers” means Stockgroup, Stockgroup Systems and Stockgroup Media.
	(aaa)	“Purchaser Shares” means One Million Five Hundred Thousand (1,500,000) common shares in the capital of Stockgroup to be issued to TCS at a deemed price of $0.38 per share in payment of the Purchase Price.
	(bbb)	“Pro-Rata Portion” means the following percentages of any Additional Consideration that may be earned and paid pursuant to Section 3.4 of this Agreement, below:
		(i)	as to Stockgroup Systems, ninety-eight and two-tenths percent (98.20%),
		(ii)	as to Stockgroup Media, one and one-tenth percent (1.1%), and
		(iii)	as to Stockgroup, seven-tenths of one percent (0.7%).
	(ccc)	"Real Property" means all land, together with all buildings, structures, improvements and fixtures located thereon, including all electrical, mechanical, plumbing and other building systems, fire protection, security and surveillance systems, telecommunications, computer, wiring and cable installations; utility installations, water distribution systems, and landscaping, together with all easements and other rights and interests appurtenant thereto (including air, oil, gas, mineral and water rights).
	(ddd)	"Real Property Laws" has the meaning set forth in Section 6.17(e) below.
	(eee)	“Representatives” shall mean a Person’s directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants, independent contractors, stockholders, members and other agents.
	(fff)	"Securities Act" means the United States’ Securities Act of 1933, as amended.
	(ggg)	"Securities Exchange Act" means the United States’ Securities Exchange Act of 1934, as amended.
	(hhh)	"Security Interest" means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than liens for Taxes not yet due and payable;

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(iii) "Seller Indemnitees" shall mean TCS and TCS Holdings, together with their respective Affiliates and their respective Representatives.

	(jjj)	"Sellers" means TCS and TCS Holdings.
	(kkk)	“Straddle Period” means any Tax period beginning before and ending after the close of business on the Closing Date.

(lll) "Tax" means any federal, state, provincial, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

(mmm) “Tax Assets” shall mean any refund, abatement or credit of, and all other assets comprising receivables or deferred assets or prepayments for, Taxes arising or resulting from the conduct of the Business or the ownership of the Acquired Assets, the TCS Ltd. Shares, the Benelux Shares, the Iberian Shares or the Aether Shares by the Sellers or any of their Affiliates, or the ownership of any of the Acquired Entities or any of their respective Affiliates for taxable periods or portions thereof ending on or before the Closing Date.

	(nnn)	“Tax Liabilities” shall mean all Liabilities for Taxes arising or resulting from the conduct of the Business or the ownership of the Acquired Assets by the Sellers (or either of them), any of the Acquired Entities or any of their respective Affiliates for taxable periods or portions thereof ending on or before the Closing Date.
	(ooo)	"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
	(ppp)	“TCS Entities” means TCS, TCS Holdings and the Acquired Entities.
	(qqq)	“TCS Ltd.” means TeleCommunication Systems Limited, a company organized under the laws of England and Wales, U.K. (Company No. 03968661).
	(rrr)	“TCS Ltd. Shares” means all of the issued and outstanding common shares in the capital of TCS Ltd.
	(sss)	“Transition Services Agreement” means the agreement, substantially in the form of Schedule H to this Agreement, whereby TCS will provide certain services to the Purchasers.
	(ttt)	“Trademarks” means all of the Trademarks listed on Schedule B attached to this Agreement.

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	(uuu)	"TSX-V" means the TSX Venture Exchange, a Canadian stock exchange.
	(vvv)	“UK Lease” means the lease for Number 6 Dyers’ Buildings in the City of London dated January 14, 1999.

1.2	Currency
	In this Agreement, any reference to currency is to the lawful currency of the United States of America unless the context clearly requires otherwise.
2.	TCS SHARE TRANSACTIONS
2.1	Purchase and Sale of Benelux Shares
	Prior to Closing TCS Ltd. shall purchase from TCS Holdings, and TCS Holdings shall sell, transfer, convey and deliver to TCS Ltd., all of the Benelux Shares for the Benelux Share Price. TCS Ltd. shall pay the Benelux Share Price by delivering the Benelux Note to TCS Holdings. Documentation of the transfer will conform to the requirements of Applicable Law and filing requirements, including the execution and delivery of a Notarial Deed of Transfer substantially in the form attached hereto as Schedule D.
2.2	Purchase and Sale of Iberian Shares
	Prior to Closing, TCS Ltd. shall purchase from TCS Holdings, and TCS Holdings shall sell, transfer, convey and deliver to TCS Ltd., all of the Iberian Shares for the Iberian Share Price. TCS Ltd. shall pay the Iberian Share Price by delivering the Iberian Note to TCS Holdings. Documentation of the transfer will conform to the requirements of Spanish law and filing requirements, including the execution and delivery of a Notarial Deed of Transfer substantially in the form attached hereto as Schedule E.
3.	THE STOCKGROUP TRANSACTIONS
3.1	Purchase and Sale
	Subject to the terms and conditions of this Agreement, Stockgroup shall purchase from TCS, and TCS shall sell, assign, transfer, convey, and deliver to Stockgroup and its nominees Stockgroup Systems and Stockgroup Media as provided herein, all of the Acquired Assets, the Eight Black Agreement and the TCS Ltd. Shares at the Closing in exchange for the Purchase Price.
3.2	Assumption of Liabilities
	None of the Purchasers will assume or have any liability for, or responsibility with respect to, any Excluded Liability.
3.3	Payment of Purchase Price
	At the Closing,

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	(i)	Stockgroup shall issue to TCS the Purchase Shares;
	(ii)	Stockgroup Systems shall assume the Assumed Liabilities;
	(iii)	Stockgroup Systems shall deliver to Stockgroup a promissory note in the amount of Five Hundred Sixty One Thousand Dollars ($561,000) as consideration for the transfer to Stockgroup Systems, at the Closing, of the Acquired Assets; and
	(iv)	Stockgroup Media shall deliver to Stockgroup a promissory note in the amount of Six Thousand Dollars ($6,000) as consideration for the transfer to Stockgroup Media of the Eight Black Agreement.

3.4	Additional Consideration
	(a)	The Purchase Price may be increased by the Additional Consideration, which shall be determined by Stockgroup pursuant to Section 3.4(b), below, within ninety (90) days after the first anniversary of the Closing Date.
	(b)	The Additional Consideration shall be equal to fifty percent (50%) of the amount, if any, by which 2007 Gross Profit exceeds $3,000,000, but excluding any portion of 2007 Gross Profit that is in excess of $4,000,000. For clarity, Additional Consideration cannot exceed $500,000. Stockgroup shall send notice to Sellers of the amount of 2007 Gross Profit on or before April 1, 2008, which notice shall enclose payment of any Additional Consideration due, if any, pursuant to this Section 3.4. Additional Consideration shall be paid by each of Stockgroup, Stockgroup Systems and Stockgroup Media in respect of their respective Pro-Rata Portion.
	(c)	If TCS objects to the calculation of Additional Consideration by written notice to Stockgroup within ten days of receipt of Stockgroup’s notice of the amount of 2007 Gross Profit, TCS and Stockgroup shall attempt in good faith to agree upon the Additional Consideration amount by no later than May 1, 2008.
3.5	Allocation
	The Parties agree to allocate the Purchase Price for all purposes (including financial, accounting and Tax purposes) in accordance with the allocation schedule attached hereto as Schedule G. The Parties shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the allocation shown on Schedule G and shall not voluntarily take a position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Authority or any other proceedings). The Parties shall cooperate in the filing of any forms (including “Form 8594” under Section 1060 of the Code) with respect to such allocation, including any amendments thereto.

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4.	THE CLOSING
	The closing of all of the transactions contemplated by this Agreement (the "Closing") shall take place beginning at 9:00 a.m. Pacific Standard Time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate those transactions (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may mutually determine (the "Closing Date"); provided, however, that the Closing Date shall be no later than January 31, 2007. The Closing may take place by exchange of the appropriate solicitor's undertakings, which will involve each party's solicitors delivering to his or her counterpart all required consideration and documentation, to be held in trust and not released until all required closing deliveries have been made and all conditions to closing have been satisfied or waived by the party which has the benefit of such conditions.
5.	DELIVERIES AT THE CLOSING
5.1	Deliveries to Stockgroup Systems from TCS
	At the Closing TCS will deliver the following to Stockgroup Systems:
	(a)	the various certificates, instruments, and documents referred to in, or that are necessary to remove the conditions specified in, Section 9.1 below;
	(b)	an executed counterpart of the Transition Services Agreement;
	(c)	an assignment of Trademarks in the form attached as Schedule J hereto and documents necessary to effect transfer of registrations in respect thereof to Stockgroup Systems;
	(d)	an assignment of the domain names set out in the form of assignment attached as Schedule K hereto and documents necessary to effect transfer of registrations in respect thereof to Stockgroup Systems;
	(e)	a general assignment and assumption agreement in a form attached as Schedule L hereto;
	(f)	a xxxx of sale in the form attached as Schedule M hereto in respect of the Acquired Assets;
	(g)	all necessary consents in respect of the sale, transfer, conveyance, and assignment of the Acquired Assets; and
	(h)	such other instruments of sale, transfer, conveyance, and assignment of the Acquired Assets as Stockgroup Systems and its counsel reasonably may request.

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5.2	Deliveries to Stockgroup Media from TCS
	At the Closing TCS will deliver the following to Stockgroup Media, as applicable:
	(a)	an assignment in respect of all of TCS's right, title and interest under the Eight Black Agreement in the form attached as Schedule N hereto; and
	(b)	all necessary consents in respect of the transfer of assignment of the Eight Black Agreement.
5.3	Deliveries to Stockgroup from TCS Holdings
	At the Closing TCS will deliver the following to Stockgroup:
	(a)	list of all of the employees of each of the Acquired Entities as at the Closing;
	(b)	share certificates representing all of the issued and outstanding shares of TCS Ltd. duly endorsed for transfer to Stockgroup;
	(c)	the share registers of each of Aether, Benelux and Iberian showing that TCS Ltd. is the sole registered holder of all the issued and outstanding shares in the capital of each of Aether, Benelux and Iberian;
	(d)	the minute books and records of all of the Acquired Entities;
	(e)	the originals (or copies where necessary) of all agreements, documents and deeds executed, entered into or granted by any of the Acquired Entities;
	(f)	the written resignation of each director and officer of each of the Acquired Entities effective immediately following the Closing.
	(g)	the Benelux Note, duly cancelled;
	(h)	the Iberian Note, duly cancelled; and
	(i)	such other instruments of sale, transfer, conveyance, and assignment as Stockgroup and its counsel reasonably may request.
5.4	Deliveries to TCS by Stockgroup
	At the Closing Stockgroup will deliver the following to TCS:
	(a)	an executed counterpart of the Transition Services Agreement;
	(b)	the various certificates, instruments, and documents referred to in, or that are necessary to remove the conditions specified in, Section 9.2 below;
	(c)	the Purchaser Shares.

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(d) Internal Revenue Service Form 8594 – Asset Acquisition Statement (to be provided after Closing and not later than August 15, 2007)

5.5	Deliveries by Stockgroup Systems to TCS
	At the Closing Stockgroup Systems will deliver to TCS an assumption of the Assumed Liabilities in the form attached as Schedule L hereto.
5.6	Deliveries by TCS to Stockgroup
	At the Closing TCS will deliver to Stockgroup a completed and executed Accredited Investor Questionnaire in the form attached hereto as Schedule P.
6.	REPRESENTATIONS AND WARRANTIES OF THE SELLERS
	Sellers do hereby jointly and severally represent and warrant to Purchasers that the statements contained in this Article 6 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 6), except as set forth in the disclosure schedule accompanying this Agreement and initialled by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article 6.
6.1	Organization of the Sellers
	Each of the TCS Entities is a corporation duly incorporated, organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
6.2	Authorization of Transactions
	Each of the Sellers has all necessary power and authority (including all necessary corporate power and authority) to execute and deliver this Agreement and to perform its respective obligations hereunder. Without limiting the generality of the foregoing, the board of directors of each of the Sellers, and TCS in its capacity as the sole shareholder of TCS Holdings, has duly authorized the execution, delivery, and performance of this Agreement by the Sellers. This Agreement constitutes the valid and legally binding obligation of each of the Sellers and is enforceable in accordance with its terms and conditions. The Board of Directors of each of Benelux and Iberian has duly consented to the transfer of the Benelux Shares and the Iberian Shares, respectively, to TCS Ltd. pursuant to the terms of this Agreement, and the Board of Directors of TCS Ltd. has duly authorized (a) the acquisition of the Benelux Shares and the Iberian Shares by TCS Ltd. and (b) the transfer of the TCS Ltd. Shares from TCS Holdings to Stockgroup.
6.3	Noncontravention
	Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will:

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	(a)	violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the TCS Entities is subject or any provision of the charter or bylaws of any of them; or
	(b)	conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the TCS Entities is a party or by which they (or any of them) are bound or to which any of their assets are subject (or result in the imposition of any Security Interest upon any of their assets except as set out in this Agreement). Except as set out in the Disclosure Schedule, none of the TCS Entities needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

6.4	Brokers' Fees
	None of the TCS Entities has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement except for Signal Hill Capital and/or Ridgecrest Capital Partners, whose fees and expenses will be paid by TCS.
6.5	Title to Assets
	Except as set forth in Section 6.5 of the Disclosure Schedule, each of the Acquired Entities has good and marketable title to, or a valid leasehold interest in, their assets, free and clear of all Security Interests or restriction on transfer except such restrictions on transfer of any common stock as may be imposed by applicable securities laws.
6.6	Title to TCS Ltd. Shares, Benelux Shares and Iberian Shares
	At the date of this Agreement, TCS Holdings has good and marketable title to the TCS Ltd. Shares, the Benelux Shares and the Iberian Shares, free and clear of all Security Interests or restrictions on transfer except such restrictions on transfer as may be imposed by applicable securities laws.
6.7	Title to Aether Shares
	At the date of this Agreement, TCS Ltd. has good and marketable title to the Aether Shares, free and clear of all Security Interests or restrictions on transfer except such restrictions on transfer as may be imposed by applicable securities laws.

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6.8	Title to Acquired Shares at Closing
	At the date of Closing, TCS Holdings will have good and marketable title to the TCS Ltd. Shares, free and clear of all Security Interests or restrictions on transfer except such restrictions on transfer as may be imposed by applicable securities laws.
6.9	Title to Benelux Shares and Iberian Shares at Closing
	At the date of Closing, TCS Ltd will have good and marketable title to the Benelux Shares and the Iberian Shares, free and clear of all Security Interests or restrictions on transfer except such restrictions on transfer as may be imposed by applicable securities laws.
6.10	Title to Acquired Assets
	Except as set forth in Section 6.10 of the Disclosure Schedule, TCS has good and marketable title to, or a valid leasehold interest in, the Acquired Assets and the Eight Black Agreement, free and clear of all Security Interests or restriction on transfer.
6.11	Subsidiaries
	Section 6.11 of the Disclosure Schedule sets forth for each of TCS Holdings and the Acquired Entities:
	(a)	its name and jurisdiction of incorporation;
	(b)	the number of shares of authorized capital stock of each class of its capital stock;
	(c)	the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder;
	(d)	the number of shares of its capital stock held in treasury; and
	(e)	the names and titles of its directors and officers.
	Each of the TCS Entities is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of the TCS Entities has all necessary corporate power and authority and all licenses, permits, and authorizations necessary to carry on the Business and to own and use the properties owned and used by it. TCS has delivered to Stockgroup correct and complete copies of the charter and bylaws of the Acquired Entities (as amended to date). All of the issued and outstanding shares of capital stock of each of the Acquired Entities have been duly authorized and are validly issued, fully paid and nonassessable. TCS holds of record and owns beneficially all of the issued and outstanding securities of TCS Holdings. TCS Holdings holds of record and owns beneficially all of the Acquired Shares. All of the Acquired Shares are free and clear of any restrictions on transfer (other than restrictions under applicable securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. There are no outstanding

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or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require TCS or any of the Acquired Entities to sell, transfer, or otherwise dispose of any capital stock of any of TCS Holdings and the Acquired Entities or that could require any of the Acquired Entities to issue, sell, or otherwise cause to become outstanding any of its own capital stock (other than as contemplated in this Agreement). There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any of the Acquired Entities. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any of TCS Holdings and the Acquired Entities. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of the Acquired Entities are correct and complete. None of the Acquired Entities is in default under or in violation of any provision of its charter or bylaws. None of the Acquired Entities controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association except that TCS Ltd. owns all of the Aether Shares and will, at Closing, own all of the Benelux Shares and the Iberian Shares.

6.12

Financial Statements

	(a)	Attached hereto as Section 6.12 of the Disclosure Schedule is the November 30, 2006 Statement of Net Assets prepared by TCS and relating to the Business (the "Financial Statement").
	(b)	Promptly after Closing, but in no event later than forty-five (45) days after the Closing, Seller will deliver to Purchaser audited consolidated balance sheets and consolidated statements of income, changes in stockholders' equity, and cash flow (the "Fiscal Year End Statements") as of and for the fiscal years ended December 31, 2005 and 2006 (the "Most Recent Fiscal Year End") for the Business;
	(c)	Upon receipt, Seller shall use the Fiscal Year End Statements to prepare a statement of net assets for the Business as of the Most Recent Fiscal Year End (the “Closing Statement of Net Assets”). Stockgroup and TCS will reconcile the Closing Statement of Net Assets to the Fiscal Year End Statements. For the avoidance of doubt, the results of operations beginning January 1, 2007, shall be for the benefit of the Purchasers; and
	(d)	Within thirty (30) days of Closing, or such other date as TCS and Stockgroup mutually agree, TCS will deliver to Stockgroup a reconciliation of the cash arising out of operation of the Acquired Assets to account for receipts and disbursements occurring after December 31, 2006. This reconciliation will be reconciled by Stockgroup and TCS to the Fiscal Year End Statements.
	(e)	The Fiscal Year End Statements (including the notes thereto) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the and the results of

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operations of the Business for such periods, are correct and complete, and are consistent with the books and records of the Sellers and the Acquired Entities (which books and records are correct and complete).

6.13	Events Subsequent to Most Recent Fiscal Quarter End
	Since November 30, 2006 and except for matters described in or contemplated by this Agreement, there has not been any Material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Business or any of the TCS Entities. Except as set out in Section 6.13 of the Disclosure Schedule and without limiting the generality of the foregoing, since the Most Recent Fiscal Quarter End:
	(a)	none of TCS Holdings or the Acquired Entities has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than in the Ordinary Course of Business;
	(b)	TCS has not sold, leased, transferred or assigned any of the assets used in the operation of the Business, tangible or intangible, other than in the Ordinary Course of Business;
	(c)	none of TCS Holdings or the Acquired Entities has entered into any new agreement (or series of related agreements) either involving more than $5,000 or that was outside the Ordinary Course of Business;
	(d)	TCS has not entered into any new agreement or series of related agreements with respect to the Business either involving more than $5,000 or that was outside the Ordinary Course of Business;
	(e)	no party (including any of the TCS Entities) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000 to which any of TCS Holdings and the Acquired Entities is a party or by which any of them is bound other than the modification to the agreement with Imperial Software Technology of which Stockgroup is already aware;
	(f)	no party (including any of the TCS Entities) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) pertaining to the Business, involving more than $5,000 and to which TCS is a party or by which it is bound;
	(g)	no Security Interest has been imposed upon any of the Acquired Assets or the Eight Black Agreement or the assets, tangible or intangible, of any of the Acquired Entities;
	(h)	none of the Acquired Entities has made any capital expenditure (or series of related capital expenditures) either involving more than $5,000 or outside the Ordinary Course of Business;

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	(i)	none of the Acquired Entities has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000 or outside the Ordinary Course of Business;
	(j)	none of the Acquired Entities has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized any lease obligation involving more than $5,000;
	(k)	none of the Acquired Entities has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business;
	(l)	none of the TCS Entities has granted any license or sublicense of any rights under or with respect to any Intellectual Property that is either used in the Business, constitutes an Acquired Asset or is an asset of any of the Acquired Entities;
	(m)	there has been no change made or authorized in the charter or bylaws of any of the Acquired Entities;
	(n)	none of the Acquired Entities has declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;
	(o)	none of the Acquired Entities has experienced any Material damage, destruction, or loss (whether or not covered by insurance) to its property;
	(p)	none of the Acquired Entities has made any loan to, or entered into any other transaction with, any of its directors, officers and employees outside the Ordinary Course of Business;
	(q)	none of the Acquired Entities has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
	(r)	none of the Acquired Entities has granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business;
	(s)	none of the Acquired Entities has adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);
	(t)	none of the Acquired Entities has made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business;

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	(u)	none of the Acquired Entities has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
	(v)	except as contemplated by the terms of this Agreement, there has not been any other Material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Acquired Entities; and
	(w)	none of the Acquired Entities has committed to any of the foregoing.

	Disclosure of any fact in respect of any subsection of this Section 6.13 in the Disclosure Schedule shall be deemed to constitute disclosure of that fact with respect to any other subsection of this Section 6.13, if a reasonable person would find such disclosure relevant to such subsection.
6.14	Undisclosed Liabilities
	None of the Acquired Entities has any Liability (and to Sellers’ Knowledge there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability), except for:

	(a)	Liabilities set forth on the face of the November 30, 2006 Statement of Net Assets (rather than in any notes thereto);
	(b)	Liabilities which have arisen after November 30, 2006 in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law); and
	(c)	Liabilities set forth in Section 6.14 of the Disclosure Schedule.

6.15	Legal Compliance
	(a)	Since January 13, 2004, each of the Acquired Entities has complied in all Material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, provincial, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.
	(b)	To Sellers’ Knowledge, prior to January 13, 2004, each of the Acquired Entities and their respective predecessors complied in all Material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, provincial, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice

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		has been filed or commenced against any of them alleging any failure so to comply.
	(c)	Each of the Sellers, to the extent that they have engaged in the conduct of the Business or as a result of ownership of the Acquired Assets, has complied in all Material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, provincial, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

6.16	Tax Matters
	Except as set out in Section 6.16 of the Disclosure Schedule:
	(a)	Each of the Acquired Entities has filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all Material respects. All Taxes owed by any of the Acquired Entities (whether or not shown on any Tax Return) have been paid. None of the Acquired Entities currently is the beneficiary of any extension of time within which to file any Tax Return. Since January 13, 2004 (and, to any of the TCS Entities Knowledge, prior to January 13, 2004), no claim has ever been made by an authority in a jurisdiction where any of the Acquired Entities does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Security Interests on any of the Acquired Assets that arose in connection with any failure (or alleged failure) to pay any Tax.
	(b)	Each of the Acquired Entities has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
	(c)	Each of TCS and TCS Holdings has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party pertaining to the Acquired Assets or otherwise pertaining to the Business.
	(d)	No officer (or employee responsible for Tax matters) of any of the Sellers expects any authority to assess any additional Taxes in respect of the Business or any of the Acquired Entities for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of any of the Sellers in respect of the Acquired Assets or the Business or of any of the Acquired Entities either:
		(i)	claimed or raised by any authority in writing; or
		(ii)	as to which any of the officers (and employees responsible for Tax matters) of the Sellers has Knowledge based upon personal contact with

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any agent of such authority. Section 6.16 of the Disclosure Schedule lists all federal, state, provincial, local, and foreign income Tax Returns filed with respect to any of the Acquired Entities for taxable periods ended on or after December 31, 2004, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Sellers have delivered to Stockgroup correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any of the Sellers since December 31, 2004.

	(e)	None of the TCS Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
	(f)	At the Closing, TCS will provide to Stockgroup the following information with respect to each of the Acquired Entities, as applicable, as of the most recent practicable date:
		(i)	the net assets of each of the Acquired Entities;
		(ii)	the investment of TCS Holdings in the TCS Ltd. Shares, the Benelux Shares and the Iberian Shares;
			the amount of
		(iii)	the non capital loss carry forward, investment tax credit, the undepreciated capital cost and the pool of deductible research and development expenditures as at December 31, 2005.

6.17	Real Property
	(a)	Except for its interest in the Leased Real Property, none of the Acquired Entities owns any interest in any Real Property.
	(b)	Section 6.17 of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such parcel of Leased Real Property (including the date and name of the parties to such Lease). Sellers have delivered to Stockgroup a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Section 6.17 of the Disclosure Schedule, with respect to each of the Leases:
		(i)	such Lease is legal, valid, binding, enforceable and in full force and effect;
		(ii)	the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;

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	(iii)	possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease;
	(iv)	none of the TCS Entities or, to the Sellers’ Knowledge, any other party to the Lease is in Material breach or default under such Lease and to the Sellers’ Knowledge no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;
	(v)	no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full;
	(vi)	none of the TCS Entities owe, or will based on the facts as they are at Closing owe in the future, any brokerage commissions or finder's fees with respect to such Lease;
	(vii)	the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, any of the TCS Entities;
	(viii)	none of the TCS Entities has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof;
	(ix)	none of the TCS Entities has collaterally assigned or granted any other security interest in such Lease or any interest therein; and
	(x)	there are no liens or encumbrances on the estate or interest created by such Lease.

	(c)	The Leased Real Property identified in the Disclosure Schedule comprises all of the Real Property used in the Business.
	(d)	There is no condemnation, expropriation or other proceeding in eminent domain, pending or to Sellers’ Knowledge threatened, affecting any parcel of Leased Real Property or any portion thereof or interest therein. To the Sellers’ Knowledge, there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the Sellers' businesses as currently conducted thereon.
	(e)	To the Knowledge of the TCS Entities, the Leased Real Property is in compliance in all Material respects with all applicable building, zoning, subdivision, health and safety and other land use laws and all insurance requirements affecting the Leased Real Property (collectively, the "Real Property Laws"), and the current use and occupancy of the Leased Real Property and the operation of the Business

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thereon does not violate any Real Property Laws in any Material respect. None of the TCS Entities has received any notice of violation of any Real Property Law and, to the Knowledge of the TCS Entities, there is no basis for the issuance of any such notice or the taking of any action for such violation. The TCS Entities have no Knowledge of any pending or anticipated change in any Real Property Law that will have a Material Adverse Effect on the lease, use or occupancy of any of the Leased Real Property or any portion thereof in the continued operation of the Business as currently conducted thereon.

6.18	Intellectual Property
	(a)	Section 6.18(a) of the Disclosure Schedule contains a true and complete list of any registrations (or applications for registration) for any trademarks, servicemarks, copyrights or domain names included in the Intellectual Property and the current status of the same. Except as set forth in Section 6.18(a) of the Disclosure Schedule, all of the foregoing are and remain valid and subsisting, with all fees, payments and filings due as of the Closing Date duly made. All of the foregoing are, to Seller’s Knowledge, enforceable.
	(b)	Section 6.18(b) of the Disclosure Schedule includes a true and complete list of all of Sellers’ and the Acquired Entities’ computer software programs, products and services which are material to the uninterrupted or unimpeded operation of the Business, included in the Intellectual Property, other than so called “off-the-shelf” shrink-wrap computer software programs and Excluded Software.
	(c)	The Intellectual Property consists solely of items and rights which are: (i) owned by TCS or the Acquired Entities; or (ii) used by Seller or the Acquired Entities pursuant to a valid license, sublicense, consent or other similar written Contract.
	(d)	Except as set forth in Section 6.18(d) of the Disclosure Schedule, Sellers or the Acquired Entities own and possess the Intellectual Property free and clear of any and all encumbrances.
	(e)	Except pursuant to Contracts set forth in Section 6.18(e) of the Disclosure Schedule, neither Sellers nor the Acquired Entities owe any royalties or other payments to third parties in respect of the Intellectual Property, and any royalties or other payments that have accrued prior to the Closing have been paid.
	(f)	Although Section 6.18 of the Disclosure Schedule is intended to be complete, to the extent any intellectual property rights or assets of the Sellers related to the Business are otherwise necessary for the ownership and operation of the Business as currently conducted, but are not properly itemized or do not appear on Section 6.18 of the Disclosure Schedule, then, unless this Agreement otherwise provides directly for Purchasers to provide for or obtain such rights or assets in a different way, the Sellers will deliver such further intellectual property rights or assets that it owns as may be necessary for the continued operation of the Business as operated by Sellers immediately prior to the Closing.

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6.19	Sufficiency of Assets
	Except as listed in Section 6.18(a) of the Disclosure Schedule, after the Closing, the Purchasers will collectively own or lease, either directly through the acquisition of the Acquired Assets and the Eight Black Agreement or indirectly through the acquisition of the Acquired Entities, all tangible and intangible assets necessary for the conduct of the Business as currently conducted by the TCS Entities.
6.20	Condition of Assets
	To Sellers’ Knowledge, each tangible asset comprising the Acquired Assets or owned by any of the Acquired Entities is free from Material defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used.
6.21	PermitsEach of the Acquired Entities possesses all governmental approvals and permits necessary to conduct the Business as currently operated by the TCS Entities. No such government approval or permit has been suspended or cancelled nor is any such suspension or cancellation pending or, to Seller’s Knowledge, threatened. Except for permits the loss of which is not reasonably expected to have a Material Adverse Effect, none of these governmental authorizations or permits will terminate by reason of this transaction. None of the Sellers and the Acquired Entities is in conflict in any material respect with or in material default or violation of any of these governmental authorization or permits.
6.22	Contracts
	Section 6.22 of the Disclosure Schedule lists the following contracts and other agreements to which any of the Sellers and the Acquired Entities is a party (or otherwise to which any of the Purchasers must be a party after Closing in order to operate the Business as it is presently conducted):
	(a)	any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum;
	(b)	any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Acquired Entities, or involve consideration in excess of $10,000;
	(c)	any agreement concerning a partnership or joint venture;
	(d)	any agreement (or group of related agreements) under which any of the Acquired Entities has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or

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		under which any of the TCS Entities has imposed a Security Interest on any of the Acquired Assets or the assets of any of the Acquired Entities, tangible or intangible;
	(e)	any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of any employees engaged in the conduct of the Business and any current or former directors, officers, and employees of any of the Acquired Entities or to which any of them is otherwise a party;
	(f)	any collective bargaining agreement;
	(g)	any agreement for the employment by any of the Acquired Entities of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits;
	(h)	any agreement under which any of the Acquired Entities has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; and
	(i)	any agreement under which the consequences of a default or termination could, in the opinion of the officers and directors of the TCS Entities, have a Material Adverse Effect on the Business or on the financial condition, operations, results of operations, or future prospects of any of the Acquired Entities.

As of the Closing, the Sellers will have delivered to Stockgroup a correct and complete copy of each written agreement listed in Section 6.22 of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each Material oral agreement referred to in Section 6.22 of the Disclosure Schedule. With respect to each agreement to which any of the Acquired Entities is a party or that will be assumed by any of the Purchasers at the Closing:

	(j)	the agreement is legal, valid, binding, enforceable, and in full force and effect;
	(k)	to the Knowledge of the TCS Entities and subject to receipt of the required consents to assignment of the agreements listed in Section 6.22of the Disclosure Schedule, the agreement will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
	(l)	the TCS Entities are not and, to the Sellers’ Knowledge, no other party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement;
	(m)	To Sellers’ Knowledge, none of the parties to any agreement intends to terminate or alter the provisions thereof by reason of the transactions contemplated hereby; and

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(n) the TCS Entities have not and, to the Sellers’ Knowledge, no other party has repudiated any provision of the agreement.

6.23	Notes and Accounts Receivable
	(a)	All notes and accounts receivable of the Acquired Entities, and all notes and accounts receivable of the Sellers pertaining to the Business, the Acquired Assets or the Eight Black Agreement are reflected properly on their respective books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible subject only to the reserve for doubtful accounts set forth in the November 30, 2006 Statement of Net Assets (including any notes thereto) as adjusted for the passage of time through the Closing Date.
	(b)	All Accounts Receivable are valid obligations arising from transactions actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will as of the Closing Date be good and collectible. Neither the Sellers nor any of the Acquired Entities has received written notice of, nor to Sellers' Knowledge is there any contest, claim, defence or right of set-off related to any Accounts Receivable other than returns in the Ordinary Course of Business. Except for the Accounts Receivable, none of the Acquired Entities have extended any credit to any Person.
6.24	Insurance
	During the period of time that Sellers and their Affiliates have owned and operated the Business, the Business has been insured by way of adding the Acquired Entities as additional named insureds on one or more insurance policies maintained by TCS. There are no current claims with respect to the Business under any of these insurance policies.
6.25	Litigation
	None of the TCS Entities:
	(a)	is subject to any outstanding injunction, judgment, order, decree, ruling, or charge that affects the Business, the Acquired Assets, the Acquired Entities or the Eight Black Agreement; or
	(b)	is a party or, to the Sellers’ Knowledge, is threatened to be made a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, provincial, local, or foreign jurisdiction or before any arbitrator.
6.26	Product Liability
	None of the Sellers has any Liability (and to the Sellers' Knowledge there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any

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	injury to individuals or property since January 13, 2004 as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by any of the Acquired Entities or in respect of the Acquired Assets.
6.27	Employees
	To the Sellers’ Knowledge, no current employee of any of the Acquired Entities, and no person that was employed by any of the Acquired Entities within the 120 day period ending on the Closing Date, has filed any grievance, claim of unfair labour practices or otherwise made any Claim arising out of employment against any of the TCS Entities.
6.28	Employee Benefits
	(a)	Since November 30, 2006, none of the Acquired Entities has agreed to pay any bonus or increase the income of any of its employees.
	(b)	Except as listed in Section 6.28 of the Disclosure Schedule, none of the TCS Entities maintains, contributes to or has an obligation to contribute to, or has any material Liability or potential Liability with respect to, any Employee Welfare Benefit Plan providing medical, health, or life insurance or other welfare-type benefits for current or future retired or terminated directors, officers or employees of any of the Acquired Entities (or any spouse or other dependent thereof).
6.29	Guaranties
	None of the Acquired Entities is a guarantor or otherwise is liable for any Liability or obligation (including indebtedness) of any other Person except for the obligations of TCS Ltd. pursuant to the Iberian Note and the Benelux Note.
6.30	Environmental, Health, and Safety Matters
	To Seller’s Knowledge, the Business is in compliance with the applicable Environmental Health and Safety Requirements, except for such non-compliance is reasonably expected not have a Material Adverse Effect. Neither Seller nor the Acquired Entities have received any written notice, report or other information regarding any actual or alleged violation of the Environmental Health and Safety Requirements, and any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to the Business or its facilities arising under the Environmental Health and Safety Requirements, the subject of which is reasonably expected to have a Material Adverse Effect.
6.31	Securities Representations
	(a)	TCS is an “Accredited Investor” in both Canada (as that term is defined in National Instrument 45-106, as adopted by the British Columbia Securities Commission) and the United States (as defined in Rule 501 of Regulation D, promulgated under the Securities Act);

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	(b)	TCS is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
	(c)	TCS is aware that an investment in Stockgroup is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the Securities and Exchange Commission;
	(d)	TCS is not an underwriter of, or dealer in, the common shares of Stockgroup, nor is TCS participating, pursuant to a contractual agreement or otherwise, in the distribution of the Purchaser Shares;
	(e)	TCS understands and agrees that none of the Purchaser Shares have been or will be registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S promulgated under the Securities Act, except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with applicable state securities laws; and
	(f)	TCS is not acquiring the Purchaser Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

7.	REPRESENTATIONS AND WARRANTIES OF STOCKGROUP
	The Purchasers jointly and severally represent and warrant to each of the Sellers that the statements contained in this Article 7 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 7), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article 7.
7.1	Organization of Stockgroup
	Each of the Purchasers is a corporation duly incorporated, organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

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7.2	Authorization of Transaction
	Each of the Purchasers has all necessary power and authority (including all necessary corporate power and authority) to execute and deliver this Agreement and to perform its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the Purchasers, enforceable in accordance with its terms and conditions. Without limiting the generality of the foregoing, the Board of Directors of each of the Purchasers has duly authorized the execution, delivery and performance of this Agreement by the respective Purchasers.
7.3	Noncontravention
	Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will:
	(a)	violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Purchasers is subject or any provision of its charter or bylaws; or
	(b)	conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which that Purchaser is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets). Except as contemplated in this Agreement or as otherwise required pursuant to Applicable Law or the policies of the TSX-V, none of the Purchasers need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.
7.4	Brokers' Fees
	None of the Purchasers has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.
7.5	Corporate
	Stockgroup is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Colorado. Stockgroup Systems is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada. Stockgroup Media is a corporation duly incorporated, validly existing, and in good standing under the laws of the Province of British Columbia. Each of the Purchasers is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.

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7.6	Claims and Proceedings
	There is no outstanding order of any governmental authority against or involving any of the Purchasers that could defeat, defer or negatively impact the consummation of the transactions contemplated by this Agreement, and (ii) there is no Claim pending, or, to the knowledge of Purchasers, threatened against Purchasers, involving this Agreement or the transactions contemplated hereby.
7.7	Securities Act
	The TCS Ltd. Shares are being acquired by Stockgroup for investment only and not with a view to any public distribution thereof, and Stockgroup shall not offer to sell or otherwise dispose of the TCS Ltd. Shares so acquired by it in violation of Applicable Law.
7.8	Availability of Funds
	Purchasers have sufficient cash available to enable them to consummate the transactions contemplated by this Agreement and consistent with the provisions of this Agreement and to satisfy the Assumed Liabilities as they become due in the ordinary course of the Business.
7.9	No Other Representations
	Purchasers acknowledge that Sellers makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business, the Acquired Entities or the Acquired Assets or the future business and future operations thereof or any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Business, the Acquired Entities or the Acquired Assets or the businesses or operations thereof.
8.	PRE-CLOSING COVENANTS

The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

8.1

General

Each of the Parties will use commercially reasonable efforts to take all action and to do all things necessary in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article 9 below). Promptly following execution of this Agreement, each Party shall, assisted by the other Parties as necessary, commence the process of applying for and obtaining all regulatory approvals to the transactions contemplated by this Agreement, and shall diligently prosecute the same to completion. Notices and Consents

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	The Sellers will give any notices to third parties, and they will use commercially reasonable efforts to obtain any third party consents that the Purchasers reasonably may request in connection with the transactions contemplated in this Agreement or that are otherwise necessary to the consummation thereof.
8.2	Operation of Business
	The Sellers will not, and they will act to ensure that the Acquired Entities will not, engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business between the date of this Agreement and the Closing. Without limiting the generality of the foregoing and except as expressly required by the terms of this Agreement, none of the Acquired Entities will, without Stockgroup’s prior written consent which Stockgroup will not unreasonably withhold:
	(a)	issue any capital stock;
	(b)	declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock;
	(c)	make or accept any loans, or accept any advances on any existing loans, nor will they or any of them grant any Security Interest in any of their assets without Stockgroup's prior written consent in each instance, which consent Stockgroup may grant or withhold at its sole discretion; or
	(d)	otherwise engage in any practice, take any action, or enter into any transaction of the sort described in Section 6.13 above.
8.3	Preservation of Business
	The Sellers will keep the Business, the Acquired Assets and the Acquired Entities substantially intact, including the present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.
8.4	Full Access
	The TCS Entities will permit representatives of Stockgroup to have full access during normal business hours to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to each of the Acquired Entities, the Acquired Assets, the Eight Black Agreement or the Business.
8.5	Notice of Developments
	Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties made in this Agreement. No disclosure by any Party pursuant to this Section 8.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

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8.6	Exclusivity
	The Sellers will not:
	(a)	solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of the Business, the capital stock or other voting securities of the Acquired Entities, the Acquired Assets or any substantial portion of the assets of the Acquired Entities (including any acquisition structured as a merger, consolidation, or share exchange); or
	(b)	participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Sellers will notify Stockgroup immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
8.7	Leases
	None of the TCS Entities shall amend, modify, extend, renew or terminate any lease pertaining to the Business, nor shall any of the Acquired Entities enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property, without the prior written consent of Stockgroup.
8.8	Resale Restrictions
	TCS acknowledges that any resale of the Purchaser Shares will be subject to resale restrictions contained in the securities legislation applicable to it or any proposed transferee. TCS acknowledges that the Purchaser Shares have not been registered under the Securities Act or the securities laws of any state of the United States or any Province of Canada. The Securities may not be offered or sold in the United States or any Province of Canada unless registered in accordance with Applicable Law, including the federal, state and provincial securities laws of the United States and Canada.
8.9	Legending of Purchaser Shares

TCS hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Purchaser Shares will bear a U.S. securities law legend in substantially the following form:

“THESE SECURITIES WERE ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

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1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

and a Canadian securities law legend in substantially the following form:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].”

TCS hereby acknowledges and agrees that Stockgroup may make a notation on its records or give instructions to its registrar and transfer agent in order to implement the restrictions on transfer set forth and described in this Agreement.

8.10	Cash of Acquired Entities At Closing
	TCS shall, immediately prior to Closing, cause each of the Acquired Entities to pay to it cash in an amount equal to the cash balance shown for each of them at December 31, 2006, on the Closing Statement of Net Assets. At Stockgroup's election, Stockgroup may elect to purchase all or any portion of this cash by written notice to TCS not less than 48 hours prior to Closing, in which event each of the Acquired Entities will retain the purchased cash in their respective bank accounts and at the Closing Stockgroup shall pay to TCS an amount equal to the purchased cash and TCS will cause the Acquired Entities to remit to it only an amount equal to the cash that was not purchased.
9.	CONDITIONS TO OBLIGATION TO CLOSE
9.1	Conditions to Obligation of Stockgroup
	The obligation of Stockgroup to consummate the transactions contemplated in this Agreement, and to perform the obligations to be performed by it at or in connection with the Closing, is subject to satisfaction of the following conditions:
	(a)	the representations and warranties set forth in Article 6 above shall be true and correct in all material respects at and as of the Closing Date and Stockgroup shall have received a certificate confirming the foregoing, signed for and on behalf of each of the Sellers and the Acquired Entities by senior officers or directors of the Sellers, in form and substance satisfactory to Stockgroup and its counsel;
	(b)	the Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing and Stockgroup shall have received a certificate confirming the foregoing, signed for and on behalf of each of the Sellers by senior officers or directors of the Sellers, in form and substance satisfactory to Stockgroup and its counsel acting reasonably;
	(c)	the Parties shall have received all necessary authorizations, consents and approvals Material to the completion of the transactions contemplated by this Agreement including, by way of example and not in limitation, the approval, if required, of the TSX-V;

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	(d)	no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, provincial, local, or foreign jurisdiction or before any arbitrator wherein an unfavourable injunction, judgment, order, decree, ruling, or charge would:
		(i)	prevent consummation of any of the transactions contemplated by this Agreement;
		(ii)	cause any of the transactions contemplated by this Agreement to be rescinded following consummation;
		(iii)	affect adversely the right of Stockgroup to own the Acquired Entities, the right of Stockgroup Systems to own the Acquired Assets, the right of Stockgroup Media to own the Eight Black Agreement and the right of the Purchasers in general to operate the Business; or
		(iv)	affect adversely the right of any of the Acquired Entities to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
	(e)	the Acquired Entities shall have received the resignations, effective at the Closing, of each director and officer of any of them, free of any claim for severance, notice, wrongful dismissal and similar matters;
	(f)	the Sellers shall have obtained and delivered the Lease Consents to Stockgroup Systems;
	(g)	no damage or destruction or other change has occurred with respect to any of the Acquired Entities, the Acquired Assets or the Eight Black Agreement that, individually or in the aggregate, would have a Material Adverse Effect on the value thereof or the operation of the Business as currently conducted.

Stockgroup may waive any condition specified in this Section 9.1 if it executes a writing so stating at or prior to the Closing.

9.2	Conditions to Obligation of the Sellers
	The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:
	(a)	the representations and warranties set forth in Article 7 above shall be true and correct in all material respects at and as of the Closing Date and the Sellers shall have received a certificate confirming the foregoing, signed for and on behalf of Stockgroup by its President, in form and substance satisfactory to TCS and its counsel acting reasonably;
	(b)	the Purchasers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing and TCS shall have

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		received a certificate confirming the foregoing, signed for and on behalf of the Purchasers by the President of Stockgroup, in form and substance satisfactory to the Sellers and their counsel acting reasonably;
	(c)	no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavourable injunction, judgment, order, decree, ruling, or charge would:
		(i)	prevent consummation of any of the transactions contemplated by this Agreement; or
		(ii)	cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
	(d)	the Parties shall have received all necessary authorizations, consents, and approvals to the transactions contemplated in this Agreement including, by way of example and not in limitation, the approval, if required, of the TSX-V; and

	TCS may waive any condition specified in this Section 9.2 if it executes a writing so stating at or prior to the Closing.
10.	SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
10.1	Survival; Right to Indemnification
	All of the representations, warranties, covenants, agreements and Closing certifications made by each of Sellers and Purchasers shall survive the execution and delivery of this Agreement and the Closing hereunder for a period of twelve (12) months following the Closing Date, except that (a) the representations and warranties contained in Sections 6.1, Section 6.2, Section 6.3, Section 6.4, Sections 6.5 through Section 6.10, Section 6.11 and Sections 7.1 through 7.4, shall survive the Closing without time limit, (b) the representations and warranties contained in Section 6.16, Section 6.30, and Section 6.15 and Claims arising under Section 11 shall expire on the date that is sixty (60) days after the last day of the shortest applicable federal or state statute of limitations or if there is no applicable statue of limitations, without time limit, (c) Claims related to fraud shall survive without time limit, (d) Claims related to Section 10.2(c), (d) or (e) or Section 10.3(c) or (d) shall survive without time limit, and (e) Claims with respect to covenants to be performed post-Closing shall survive for a period of twelve (12) months following the last date such applicable covenant required performance. Following the Closing, the exclusive remedy pursuant to this Agreement and the transactions contemplated hereby based upon the survival of such representations, warranties, covenants, agreements and Closing certifications will be the rights to indemnification, payment of Losses and other remedies provided by this Section 9 and Section 10, except for Claims related to fraud. There shall be no termination of any representations, warranties, covenants, agreements and Closing certifications as to which a Claim has been asserted prior to the termination of such survival period.

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10.2	Sellers’ Indemnity
	Sellers shall jointly and severally indemnify, defend and hold the Purchaser Indemnitees harmless from and against any Losses, subject to the limitations and provisions of this Section 10, asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnities, directly or indirectly, in connection with, arising out of, or which would not have occurred but for:
	(a)	the breach of any representation or warranty made by Sellers in Section 6 of this Agreement (other than Section 6.16, which shall be covered by Section 11 of this Agreement), or in any certificate, document or agreement furnished pursuant hereto by Sellers or either of them;
	(b)	any breach or nonfulfillment of any covenant or agreement of Sellers or either of them under this Agreement (other than Section 11.2, which shall be covered by Section 11.1) or under any certificate, document or agreement furnished pursuant hereto by Sellers or either of them;
	(c)	any Liability, including any Sellers’ failure to satisfy any of its obligations relating thereto, other than an Assumed Liability;
	(d)	Sellers’, an Acquired Entity’s or their respective Affiliates’ ownership, operation or use of the Acquired Assets, the TCS Ltd. Shares, the Benelux Shares, the Iberian Shares, the Aether Shares, the Business except to the extent such Losses are an Assumed Liability or relate to or result from, directly or indirectly, a breach of any representation or warranty of any of the Sellers made in this Agreement;
	(e)	Seller’s failure to comply with any bulk sales, bulk transfer or fraudulent transfer laws that may be applicable to this Agreement or the transactions contemplated hereby.
10.3	Purchasers’ Indemnity
	Purchaser shall indemnify, defend and hold Seller Indemnitees harmless from and against any Losses, subject to the limitations and provisions of this Section 10 asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Seller Indemnitees, directly or indirectly, in connection with, arising out of, or which would not have occurred but for:
	(a)	the breach of any representation or warranty made by any of the Purchasers in this Agreement or in any certificate, document or agreement furnished pursuant hereto by a Purchaser;
	(b)	any breach or nonfulfillment by any of the Purchasers of any of their covenants or agreements under this Agreement (other than Section 11.2, which shall be covered by Section 11.1) or under any certificate, document or agreement furnished pursuant hereto by any of the Purchasers;

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	(c)	the Assumed Liabilities, including Purchasers’ (and, after the Closing, an Acquired Entity’s) failure to satisfy any of its obligations relating thereto, except to the extent such Losses relate to or result from, directly or indirectly, a breach of any representation or warranty of either of the Sellers in this Agreement; and
	(d)	the ownership, operation or use of the Acquired Assets, the Acquired Entities, the TCS Ltd. Shares, the Iberian Shares, the Benelux Shares, the Aether Shares and the Business after the Closing by any of the Purchasers (and after the Closing, an Acquired Entity) except for any of such matters for which any of the Sellers are otherwise liable under this Agreement.

10.4	Procedure for Indemnification – Third Party Claims.
	(a)	Promptly after receipt by any Party entitled to indemnity hereunder of the commencement of any Claim against such Party (the “Indemnified Party”), such Indemnified Party will, if a Claim is to be made against an indemnifying party under this Section 10, give notice to the party obligated to provide indemnification pursuant to this Section 10 (the “Indemnifying Party”) of the commencement of such Claim, specifying the factual basis of the Claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Party, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to give such notice.
	(b)	If any third party Claim referred to in Section 10.4(a) is brought against an Indemnified Party, the Indemnified Party shall give notice to the Indemnifying Party of the commencement of such third party Claim within ten (10) Business Days after receipt by such Indemnified Party of notice of the third party Claim. The Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days’ after receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Thereafter, the Indemnifying Party will be entitled, if it so elects by written notice to the Indemnified Party within ten (10) days of receiving the Indemnified Party’s notice of the Claim, to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall reasonably determine that there is a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such third party Claim or there are or may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party or a difference of position or potential difference of position exists between the Indemnifying Party and the Indemnified Party that would make such separate representation advisable in the reasonable opinion of counsel to the Indemnified Party, in which case the reasonable fees and expenses of such counsel will be borne by the Indemnifying

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		Party unless such representation is advisable solely as the result of activities of the Indemnified Party since the Closing for which no indemnity has been given by the Indemnifying Party, and (ii) the Indemnified Party shall not have any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing. With respect to any assertion of liability by a third party that results in a third party Claim, the parties hereto shall make available to each other all relevant information in their possession that is material to any such assertion.
	(c)	If the Indemnifying Party assumes the defense of a third party Claim, (i) no compromise or settlement of such third party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation by any Indemnified Party of any Applicable Law or any violation by any Indemnified Person of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; (ii) the Indemnifying Party will have no Liability with respect to any compromise or settlement of such third party Claim effected without the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed); and (iii) the Indemnified Party will cooperate, at the expense of the Indemnifying Party, as the Indemnifying Party may reasonably request in investigating, defending and subject to clause (i) settling such third party Claim. If the Indemnifying Party elects not to defend a third party Claim, is not permitted to defend such third party Claim for a reason addressed in this Section 10.4 or fails to notify the Indemnified Party of its election as herein provided, the Indemnified Party may pay, compromise, settle or defend such third party Claim at the sole cost and expense of the Indemnifying Party if the Indemnifying Party is determined to be liable to the Indemnified Party hereunder. In any event, the Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense of any third party Claim.

10.5	Procedure for Indemnification – Other Claims
	A Claim for indemnification for any matter not involving a third party Claim may be asserted by notice from the Indemnified Party to the Indemnifying Party. Such notice shall specify the factual basis of such Claim and the amount thereof in reasonable detail to the extent then known by the Indemnified Party.
10.6	Time Limitations; Indemnification by Securityholders
	If the Closing occurs, the Indemnifying Party shall have no Liability pursuant to Section 10.2 or Section 10.3 or of this Agreement unless an Indemnified Party gives notice to the Indemnifying Party of an actual Claim under Section 10.2 or Section 10.3 within the applicable timeframe, if any, specified in Section 10.1, which notice shall specify the factual basis of that Claim in reasonable detail to the extent then known by such Indemnified Party.

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10.7	Monetary Limitations
	Subject to the following sentence, the aggregate amount of each of Seller’s liability for Losses under Section 9.2(a) and Purchaser’s and TCS’s aggregate liability for Losses under Section 9.2(b) shall be limited in each case to one million five hundred thousand dollars ($1,500,000). The limitations set forth in this Section 10.7 will not apply to any Claims for indemnification in connection with, arising out of, or which would not have occurred but for fraud or covenants to be performed in whole or in part, post-Closing.
10.8	Losses Net of Insurance; Taxes
	The amount of any Losses for which indemnification is provided under this Section 10 or Section 11.1 shall be net of (i) any amounts recovered by the Indemnified Party or any of its Affiliates pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received from the Indemnified Party or any of its Affiliates as an offset against such Losses (each source named in clauses (i) and (ii), a “Collateral Source”), and (iii) an amount equal to the present value of the net Tax benefit or net Tax cost, if any, available to or taken by the Indemnified Party or any of its Affiliates attributable to such Loss. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, that the Indemnifying Party will then be responsible for pursuing such recovery at its own expense. If the amount to be netted under this Section 10.8 from any payment required under Section 10 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 10, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 10 had such determination been made at the time of such payment.
10.9	Purchase Price Adjustment
	All indemnification payments under this Section 10 shall be deemed adjustments to the Purchase Price for federal Tax purposes unless otherwise required by a determination made by a Governmental Authority.
10.10	No Double Recovery
	Notwithstanding the fact that any Party may have the right to assert Claims for indemnification under or in respect of more than one provision of this Agreement or another agreement entered into in connection herewith in respect of any fact, event, condition or circumstance, no Party shall be entitled to recover the amount of any Losses suffered by such Party more than once under all such agreements in respect of such fact, event, condition or circumstance, and an Indemnifying Party shall not be liable for indemnification to the extent the Indemnified Party has otherwise been fully compensated on a dollar for dollar basis for such Losses.

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11.	TAX LIABILITY
11.1	Liability for Taxes.
	(a)	Purchasers shall be jointly and severally liable for, and shall indemnify Seller Indemnitees against, all Taxes arising or resulting from (i) the conduct of the Business by any of Purchasers or the Acquired Entities or the ownership of the Acquired Assets for taxable periods or portions thereof beginning after the Closing Date or (ii) any transaction relating to the Business or the Acquired Assets that Purchasers or any of its Affiliates causes to occur on or after the Closing Date and the assumption of the Assumed Liabilities by Purchaser pursuant to this Agreement.
	(b)	Sellers shall be jointly and severally liable for and they agree to indemnify, defend and hold Purchaser Indemnities harmless from (i) any Tax imposed on an Acquired Entity if and to the extent that such Tax arises in respect of a taxable period ended on or before the Closing (a “Tax Indemnity Period”), (ii) any Tax that constitutes a lien or Encumbrance on the Acquired Assets if and to the extent that such Tax arises in respect of a Tax Indemnity Period, (iii) any Tax or other Losses resulting from the inaccuracy or breach of any representation or warranty set forth in Section 6.16 or the breach of any covenants set forth in Section 11.2, and (iv) any costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses) arising out of the imposition or assessment of any Tax, Losses or other costs described in clause (i), (ii) or (iii) (“Other Costs”), and the filing of any Returns for a taxable period ending on or before the Closing Date, including those incurred in the contest of good faith of any such imposition, assessment or assertion. Any Tax imposed as a result of the sale of the Business and the Purchased Assets to Purchaser and the assumption of the Assumed Liabilities by Purchaser pursuant to this Agreement shall be deemed to arise in respect of a Tax Indemnity Period.
	(c)	For purposes of subsections (a) and (b) of this Section 11.1, whenever it is necessary to determine the Liability for Taxes for a Straddle Period, such Taxes shall be apportioned between Sellers and Purchasers (A) in the case of Taxes other than income, sales and use and withholding taxes, on a per diem basis and (B) in the case of income, sales and use and withholding taxes, as determined as though the Straddle Period consisted of two taxable years or periods, one which ended on the Closing Date and the other which began at the beginning of the day following the Closing Date.
	(d)	Purchasers shall pay to Sellers the amounts received by Purchasers or any of Purchasers’ Affiliates of any refund, abatement or credit of (A) Taxes which are attributable to the conduct of the Business or the ownership of the Acquired Assets on or prior to the Closing Date and (B) any other Tax Assets. In the case of any Straddle Period, Purchasers shall pay to Sellers the amount received by any of the Purchasers or any of their Affiliates of any refund, abatement or credit of

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		Taxes that would have been made had the Taxable Period ended on the Closing Date.
	(e)	Any assessment or other Claim by a governmental authority seeking to enforce or collect a Tax, Losses or Other Costs described in Section 11.1 shall be subject to the provisions of Section 10.4, 10.5, 10.6, 10.8 and 10.9 of this Agreement to the extent that Section 11.2 does not apply to such assessment or Claim.
	(f)	For the avoidance of doubt, notwithstanding any other contrary provisions of this Agreement, Sellers shall not be liable for any Taxes or related Losses to the extent such Taxes or related Losses are included in Assumed Liabilities.

11.2	Post Closing Tax Matters
	(a)	TCS will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Closing Date as to which Tax Returns are due after the Closing Date (including the consolidated, unitary, and combined Tax Returns for TCS which include the operations of the Business for any period ending on or before the Closing Date). TCS shall permit Purchasers to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller will make all payments required with respect to any such Tax Return; provided, however, that Purchasers will indemnify Seller pursuant to Section 11.1(a), above, for any such Taxes that are Assumed Liabilities.
	(b)	Purchasers will be responsible for the preparation and filing of all Tax Returns for the Business for all periods ending after the Closing Date as to which Tax Returns are due after the Closing Date. Purchasers will also be responsible for the preparation and filing of all Tax Returns for the Business for the Straddle Period and Purchasers shall permit TCS to review and comment on each such Tax Return described in this sentence, prior to filing. Purchasers will make all payments required with respect to any such Tax Return; provided, however, that TCS will indemnify the Purchasers to the extent any payment the Purchasers are making is a Tax attributable to a taxable period ending on or before the Closing Date based on the principles in Section 11.1(c), except to the extent that such Taxes are Assumed Liabilities.
	(c)	With respect to the Acquired Entities:

	(i)	TCS will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Closing Date as to which Tax Returns are due after the Closing Date. TCS shall permit Purchasers to review and approve the content of each such Tax Return described in the preceding sentence prior to filing. TCS will make all payments required with respect to any such Tax Return.
	(ii)	Purchasers will be responsible for the preparation and filing of all Tax Returns for all periods ending after the Closing Date as to which Tax Returns are due after the Closing Date including Tax Returns for the

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		Straddle Period. Purchasers are not required to permit TCS to review and approve the content of each such Tax Return described in the preceding sentence prior to filing and Purchasers will only permit TCS to review and comment on such Tax Returns to the extent that they (a) affect Tax Returns of the Acquired Entities previously filed by the TCS, and (b) have an effect on TCS. Purchasers will make all payments required with respect to any such Tax Return and TCS shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Section 11.1, above.
	(iii)	Except to the extent required by Applicable Laws, Purchasers shall not, without prior written consent of TCS, such consent not to be unreasonably withheld, amend any Tax Return filed by, or with respect to, the Acquired Entities for any taxable period, or portion thereof, ending before the Closing Date.
	(iv)	Except to the extent required by Applicable Laws, TCS shall not, without prior written consent of the Purchasers, such consent not to be unreasonably withheld, amend any Tax Return filed by, or with respect to, the Acquired Entities for any taxable period, or portion thereof, ending before the Closing Date.

12.	RECORDS/LITIGATION AND TAX MATTERS
12.1	Records/Litigation.
	(a)	For a period of five (5) years after the Closing Date, in the event and for so long as any Party or an Acquired Entity or any of their respective Affiliates is contesting or defending against any Claim in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any Party or an Acquired Entity or any of their respective Affiliates, the other Party or Acquired Entity, as the case may be, will cooperate with the contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party claims to be entitled to indemnification therefor under this Agreement.
	(b)	For a period of three (3) years after the Closing Date, each Party shall provide such assistance as any of the other Parties may from time to time reasonably request in connection with the preparation of Tax Returns required to be filed, any audit or other examination by any taxing authority, any judicial or administrative proceeding relating to Liability for Taxes, or any claim for refund in respect of such Taxes or in connection with any litigation and proceedings related to the

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Business, including making available documents, witnesses, employees for interviews, litigation preparation and testimony. The requesting party shall reimburse the assisting party for the out-of-pocket costs incurred by the assisting party.

13.	TERMINATION
13.1	Termination of Agreement
	Certain of the Parties may terminate this Agreement as provided below:
	(a)	Stockgroup and TCS may terminate this Agreement by mutual written consent at any time prior to the Closing;
	(b)	Stockgroup may terminate this Agreement by giving written notice to TCS at any time prior to the Closing:
		(i)	in the event that any of the Sellers or the Acquired Entities have breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Stockgroup has notified TCS of the breach, and the breach has continued without cure for a period of 10 days after the notice of breach; or
		(ii)	if the Closing shall not have occurred on or before January 31, 2007, by reason of the failure of any condition precedent under Section 9.1 hereof (unless the failure results primarily from Stockgroup itself breaching any material representation, warranty, or covenant contained in this Agreement); and
	(c)	TCS may terminate this Agreement by giving written notice to Stockgroup at any time prior to the Closing:
		(i)	in the event Stockgroup has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, TCS has notified Stockgroup of the breach, and the breach has continued without cure for a period of 10 days after the notice of breach; or
		(ii)	if the Closing shall not have occurred on or before January 31, 2007, by reason of the failure of any condition precedent under Section 9.2 hereof (unless the failure results primarily from the Sellers themselves breaching any material representation, warranty, or covenant contained in this Agreement).

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14.	POST-CLOSING MATTERS
14.1	Piggy-Back Registration.
	(a)	If at any time after Closing Stockgroup decides to file a registration statement under the Securities Act covering the distribution or sale of any of the common shares of Stockgroup other than the Purchaser Shares (other than a registration on Form S-8 or any similar form used for the purpose of registering equity securities to be issued solely in connection with stock option or other employee benefit plans), it shall forthwith give a written registration notice to TCS of such decision. TCS shall have the right to elect, by written notice to be given to Stockgroup not more than five (5) business days following receipt of the registration notice, to have the registration statement cover the sale of the Purchaser Shares by TCS.
	(b)	The piggyback registration rights granted pursuant to Section 14.1(a), above, shall be subject to the right of Stockgroup to include none or a lesser number of the Purchaser Shares for qualification under any registration statement at the direction (made reasonably) of any underwriter or agent engaged by Stockgroup in connection with the offering.
	(c)	The obligations of Stockgroup under Section 14.1(a), above, shall terminate and be of no further effect when the Purchaser Shares are otherwise eligible for resale pursuant to Rule 144 (or any successor provision) under the Securities Act;
14.2	Payment for Preparation of Most Recent Financial Statements
	The preparation and delivery of the Fiscal Year End Statements shall be at the sole cost and expense of TCS except to the extent of the incremental cost incurred to obtain an independent auditor’s report from the Xxxxx Xxxxxx firm covering information with respect to the Acquired Assets for inclusion in the Fiscal Year End Statements, which incremental cost shall be paid by Stockgroup.
14.3	Name Change
	At or within a reasonable period of time after the Closing, each of TCS Ltd., Benelux and Iberian will change its name to a name that does not include "TeleCommunication Systems".
14.4	UK Lease
	From and after Closing, TCS will pay monthly to TCS Ltd. a sum equal to fifty percent (50%) of all charges payable by TCS Ltd. to the landlord under the UK Lease, including monthly or annual rent, operating expenses or pass-throughs, Tax pass-throughs and other charges for which TCS Ltd is liable under the UK Lease. At the end of the current term of the UK Lease, TCS shall pay to TCS Ltd. a sum equal to fifty percent (50%) of any charges assessed by the UK landlord or otherwise incurred by TCS Ltd. with respect to the surrender of the premises, including any charges incurred to modify the premises

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	as required under the UK Lease to the extent that such charges are not otherwise covered by the amount of leasehold deposit held by the landlord.
14.5	No Competition
	Each of the Sellers shall not for a period of three (3) years from the Closing Date at any time, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person or Persons as investor, advisor, consultant, lender of funds, developer, agent, principal, shareholder, director, officer, employee, associate or in any other manner or capacity whatsoever carry on or be engaged in or be concerned with or interested in any business similar to or in competition with the Business anywhere in the World.
15.	MISCELLANEOUS
15.1	Press Releases and Public Announcements
	No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use commercially reasonable efforts to advise the other Party prior to making the disclosure).
15.2	No Third-Party Beneficiaries
	This Agreement shall not confer any rights or remedies upon any Person other than the Parties. None of the Parties may assign this Agreement to any Person.
15.3	Entire Agreement
	This Agreement (including the Schedules and the documents referred to herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.
15.4	Succession and Assignment
	This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.
15.5	Counterparts
	This Agreement may be executed and delivered in one or more counterparts, including counterparts delivered by facsimile, portable document format (known by the acronym ‘.pdf’) or otherwise, each of which shall be deemed an original document and each of

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	which, taken together, shall constitute one and the same instrument. A party providing its signature by facsimile, portable document format or otherwise shall promptly forward to the other party the original of the executed copy of this Agreement that was so delivered.
15.6	Headings
	The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
15.7	Notices
	All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if it is hand delivered and addressed to the intended recipient as set forth below:
	If to the Sellers:

TeleCommunication Systems, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000

Attention:           Mr. Xxxxxx Xxxxxx, Chief Financial Officer
Fax: (000) 000-0000

Copy to:

Xxxxx Xxxxx, Esq.
TeleCommunication Systems, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000

If to Stockgroup:

Stockgroup Information Systems Inc.
Xxxxx 000, 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0

Attention:           Xx. Xxxxxx New, President
Fax: (000) 000 0000

Copy to:

Xxxxx Xxxxxx LLP
000-000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

Attention:           Xxxxx Xxxxxx

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	Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.
15.8	Governing Law
	This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
15.9	Amendments and Waivers
	No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Purchasers and the Sellers. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
15.10	Severability
	Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
15.11	Expenses
	Each of the Purchasers and the Sellers will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.
15.12	Construction
	The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, provincial, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. Nothing in the Disclosure Schedule shall be

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	deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with particularity and describes, where required, the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself and requires such listing). The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.
15.13	Disclosure Schedule
	The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or the Agreement. Disclosure of any fact or item in any Section of the Disclosure Schedule hereto referenced by a particular Section in this Agreement shall be deemed to have been disclosed with respect to every other Section of this Agreement if such disclosure would permit a reasonable person to find such disclosure relevant to such other Sections.
15.14	Incorporation of Schedules
	The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.
15.15	Bulk Transfer Laws
	TCS will comply with any applicable bulk transfer laws.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

STOCKGROUP INFORMATION SYSTEMS INC.

Per:  _______________________________________
         Authorized Signatory

STOCKGROUP SYSTEMS LTD.

Per:  _______________________________________
         Authorized Signatory

STOCKGROUP MEDIA INC.

Per:  _______________________________________
         Authorized Signatory

TELECOMMUNICATION SYSTEMS, INC.

Per:  _______________________________________
         Authorized Signatory

TELECOMMUNICATION SYSTEMS (HOLDINGS) LIMITED

Per:  _______________________________________
         Authorized Signatory

SCHEDULE A
List of Acquired Assets

US Assets

US Customer Lists	See Schedule O (Parts A, B, C, D)
Eight Black MarketStream Distribution Agreement	Section 6.22 (Contracts) of Schedule I (Disclosure Schedule)
Reuters Development License & Support Agreement	Section 6.22 (Contracts) of Schedule I (Disclosure Schedule)
USA Mobility Resell Agreement	Section 6.22 (Contracts) of Schedule I (Disclosure Schedule)
Vendor agreements as identified	Section 6.22 (Contracts) of Schedule I (Disclosure Schedule)
Fixed Assets	Schedule C (List of Fixed Assets).
Deposits on exchange fees and US building lease	Section 6.12 (Statement of Net Assets) of Schedule I (Disclosure Schedule)
Intellectual Property	Section 6.18 (Intellectual Property) of Schedule I (Disclosure Schedule)
Domain names	Attachment A to Schedule K
Accounts receivable	Section 6.12 (Statement of Net Assets) of Schedule I (Disclosure Schedule)
Deposit on US Building	Section 6.12 (Statement of Net Assets) of Schedule I (Disclosure Schedule)

European Assets

Accounts receivable	Section 6.12 (Statement of Net Assets) of Schedule I (Disclosure Schedule)
Fixed Assets	Schedule C (List of Fixed Assets)
Shares outstanding in Entities	Section 6.11 (Subsidiaries) of Schedule I (Disclosure Schedule)
UK Lease Agreement	Collin Estates Limited to Synamic Limited dated January 14, 1999
Spanish Lease Agreement	Xxxxxxx Xxxx Xxxxxxxx dated October 23, 1996
List of Trademarks	Schedule B (List of Trademarks)
Customer Lists	See Schedule O (Parts E, F, G)
Vendor agreements as identified	Section 6.22 (Contracts) of Schedule I (Disclosure Schedule)
Intellectual Property rights	Section 6.18 (Intellectual Property) of Schedule I (Disclosure Schedule)
Deposits and prepaids on UK and Spanish Lease,VAT tax	Section 6.12 (Statement of Net Assets) of
receivable and other prepaid expense.	Schedule I (Disclosure Schedule)
Employees	Section 6.22(g) (Employment Contracts) of Schedule I (Disclosure Schedule)
Advances to Imperial Software Technology	Section 6.12 (Statement of Net Assets) of Schedule I (Disclosure Schedule)
Inventory	Section 6.12 (Statement of Net Assets) of Schedule I (Disclosure Schedule)
Datafeed and exchange deposits	Section 6.12 (Statement of Net Assets) of Schedule I (Disclosure Schedule)

January 24, 2007

SCHEDULE B – LIST OF TRADEMARKS

Xxxx	Country	Filing Date/Status	Reg. No.	Int’l Class	Designation
FUTURES PAGER & Design	UK	4/19/96; registered 11/29/96; renewal due 4/19/16. __	2,069,214	36	®
FUTURES PAGER & Design	UK	1/23/91; registered 10/9/92; renewal due 1/23/08.	1,453,354	36	®
MOBIBROKER	EC	4/17/00; registered 8/21/01; renewal due 4/17/10.	001614130	9,35,36 & 38	®
MOBITRADE	EC	4/17/00; registered 7/24/01; renewal due 4/17/10.	001613520	9,35, 36 & 38	®
MOBITRADER	EC	4/17/00; registered 8/13/01; renewal due 4/17/10.	001614262	9,35,36 & 38	®
POCKETFUTURES	US	6/6/97; registered 12/21/99. Renewal due 12/21/08-09.	2,302,505	36	®
SCRAPPY	US	5/27/97; registered 6/16/98; renewal due between 6/16/07 and 6/16/08.	2,165,800	9	®
SCRAPPY PAGER	US	5/27/97; registered 5/26/98; renewal due between 5/26/07 and 5/26/08.	2,160,599	35	®
WIRELESS DATASCREEN MARKETSTREAM FX ALERT ENERGY PAGER ENERGY ALERT MARKETCLIP MARKETCLIP PLUS MOBIQUOTE					TM

..

Purchase Agreement TCS Stockgroup Schedule B – List of Trademarks January 24, 2007 Page 1 of 1

SCHEDULE D

Notarial Deed of Transfer (Benelux)

SCHEDULE E

Notarial Deed of Transfer (Iberian)

SCHEDULE F

SUBLEASE

          THIS SUBLEASE is made and entered into this 31st day of January, 2007, by and between TeleCommunication Systems, Inc. ("Landlord"), and Stockgroup Information Systems Inc., a Colorado corporation ("Tenant").

1. BASIC LEASE PROVISIONS AND DEFINITIONS. As used herein, the following terms shall have the meanings hereafter ascribed to them:

	A. Sub-leased Premises:	The 678 square feet shown in Exhibit A attached hereto as the Mobile Finance space, being a portion of the property commonly known as
		00000 Xxxxxxxxx Xxxx,
		Xxxxxx Xxxxx, XX
	B. Tenant's Address	000-000 Xxxx Xxxxxx Xx.
		Xxxxxxxxx, Xxxxxxx Xxxxxxxx
		X0X 0X0
	C. Landlord's Address (for notices):	000 Xxxx Xxxxxx,
		Xxxxxxxxx, XX 00000
		Attn: Xxxxxx Xxxxxx, CFO
	D. Prime Landlord:	Xxxxxx Xxxxx, LLC , a Maryland limited liability company
	E. Prime Landlord's Address:	c/o Berwind Property Group, Inc.
		000 Xxxxxxxx Xxxx Xxxx
		Xxxxx 000
		Xxxxxxx, XX 00000
	F. Identification of Prime Lease	Industrial/Flex Lease Agreement between Prime Landlord and Landlord with a Commencement Date of February 1, 2005.
	G. Sublease Term:	From the date hereof,
		Expiring March 31, 2008
	H. Commencement Date:	The date hereof

	I. Expiration Date:	March 31, 2008
	J. Initial Base Rent:	$24,000 per annum
		$2,000 per month
	K. Base Annual Rent Adjustment:	No scheduled increases; See Section 7 for other potential adjustments.
	L. Payee of Rent:	The Landlord
	M. Address for Payment of Rent:	The Landlord’s Address
	N. Sublease Share:	3%
	O. Security Deposit:	N/A
	P. Tenant's Use:	General office use and warehouse space data center, and for no other purpose.

2. PRIME LEASE. Landlord is the tenant under the Prime Lease identified in Section 1(F) (the "Prime Lease") with the Prime Landlord identified in Section 1(D). Landlord represents and warrants to Tenant that (a) Landlord has delivered to Tenant a full and complete copy of the Prime Lease and all other agreements between Prime Landlord and Landlord relating to the leasing, use or occupancy of the Premises, (b) the Prime Lease is, as of the date hereof, in full force and effect, and (c) no event of default has occurred under the Prime Lease and, to Landlord's knowledge, no event has occurred and is continuing which would constitute an event of default but for the requirement of the giving of notice and/or the expiration of the period of time to cure.

3. SUBLEASE. Landlord, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of the Tenant to be performed, hereby subleases to the Tenant, and the Tenant accepts from the Landlord, the Sub-leased Premises described in Section 1(A) situated on and a part of the property leased under and described in the Prime Lease (the "Leased Property"). Landlord further agrees to provide to Tenant the Basic Services set forth in Exhibit B attached hereto and made a part hereof.

4. TERM. Subject to Section 5, the Sublease Term shall commence on the Commencement Date and expire on the date Expiration Date, unless sooner terminated as otherwise provided elsewhere in this Sublease. Notwithstanding the foregoing, Tenant shall be entitled to terminate the Sublease prior to the Expiration Date upon ninety (90) days advance written notice to Landlord.

5. POSSESSION. Landlord agrees to deliver possession of the Sub-leased Premises on or before the Commencement Date in its condition as of the execution and delivery hereof; that is to say, AS IS.

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6. TENANT'S USE. The Sub-leased Premises shall be used and occupied only for the Tenant's Use set forth in Section I(P). Tenant shall have the right to the reasonable use of, on a non exclusive basis with other tenants, the conference room(s) and other common areas shown on Exhibit A. The reasonable use of the common areas is subject to all pertinent provisions of this Sublease regarding use of the Sub-leased Premises and Tenant shall not be permitted to use the same in a manner that would hinder reasonable use by other tenants. In the event Landlord in its discretion determines that Tenant is using any of the common areas to an extent greater than the Sublease Share, Landlord reserves the right to charge Tenant additional rent for its additional use of said common areas.

7. RENT. Beginning on the Commencement Date, Tenant agrees to pay the Base Rent set forth in Section 1(J) to the Payee specified in Section 1(L), at the address specified in Section 1(M), or to such other payee or at such other address as may be designated by notice in writing from Landlord to Tenant, without prior demand therefor and without any deduction whatsoever. Base Rent shall be paid in equal monthly installments in advance on the first day of each month of the Term, except that the first installment of Base Rent shall be paid by Tenant to Landlord upon execution of this Sublease by Tenant. Base Rent shall be pro-rated for partial months at the beginning and end of the Term. The Base Rent is not scheduled to be adjusted under the Prime Lease; in the event the Landlord subleases unused portions of the premises during the Term such that shared expenses and any other costs can be re-allocated among all sub-lessees, then the Base Rent shall be adjusted to reflect such savings or cost avoidance. All charges, costs and sums required to be paid by Tenant to Landlord under this Sublease in addition to Base Rent shall be deemed "Additional Rent", and Base Rent and Additional Rent shall hereinafter collectively be referred to as "Rent". Tenant's covenant to pay Rent shall be independent of every other covenant in this Lease. If Rent is not paid when due, Tenant shall pay, relative to the delinquent payment, an amount equal to the sum which would be payable by Landlord to Prime Landlord for an equivalent default under the Prime Lease.

8. ADDITIONAL RENT.

     A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for taxes, operating expenses, common area maintenance charges or other expenses incurred by the Prime Landlord in connection with the Leased Property, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(N) as the Sublease Share. Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least ten (10) days prior to such due date (which xxxx shall be accompanied by a copy of Prime Landlord's xxxx and other material furnished to Landlord in connection therewith).

     B. The Sublease Share provided for in Section 1(N) is calculated by dividing the rentable area of the Sub-leased Premises by the rentable area of the Leased Property leased by Prime Landlord to Landlord pursuant to the Prime Lease. In the event the rentable area of the Sub-leased Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

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     C. The Basic Services shall be billed by Landlord and paid monthly as additional rent, along with regular monthly installments of Base Rent as provided in section 7 above. Landlord shall not be liable to Tenant due to any failure to provide, or the inadequacy of , utilities or any other Basic Services if beyond the reasonable control of Landlord.

9. TENANT'S OBLIGATIONS. Tenant shall be responsible for, and shall pay the following:

     A. Tenant shall pay the Electric Share provided for in Section 1(N) of all utility consumption costs, including without limitation, electric and other charges incurred in connection with lighting, and providing electrical power to the Sub-leased Premises. Tenant shall hold Landlord harmless from all costs or expenses Landlord may incur from Tenant's failure to pay utility bills or to perform any of its obligations with respect to the purchase of utilities.

     B. All maintenance, repairs and replacements as to the Sub-leased Premises and its equipment, to the extent Landlord is obligated to perform the same under the Prime Lease.

10. QUIET ENJOYMENT. Landlord represents that it has full power and authority to enter into this Sublease, subject to the Prime Lease. So long as Tenant is not in default in the performance of its covenants and agreements in this Sublease, Tenant's quiet and peaceable enjoyment of the Sub leased Premises shall not be disturbed or interfered with by Landlord, or by any person claiming by, through, or under Landlord.

11. TENANT'S INSURANCE. Tenant shall procure and maintain, at its own cost and expense, insurance insuring its personal property located within the Sub-leased Premises. Tenant shall furnish to Landlord a certificate of Tenant's insurance required hereunder not later than ten (10) days prior to Tenant's taking possession of the Sub-leased Premises. Each party hereby waives claims against the other for property damage provided such waiver shall not invalidate the waiving party's property insurance; each party shall attempt to obtain from its insurance carrier a waiver of its right of subrogation. Tenant hereby waives claims against Prime Landlord and Landlord for property damage to the Sub-leased Premises or its contents if and to the extent that Landlord waives such claims against Prime Landlord under the Prime Lease. Tenant agrees to obtain, for the benefit of Prime Landlord and Landlord, such waivers of subrogation rights from its insurer as are required of Landlord under the Prime Lease. Landlord agrees to use reasonable efforts in good faith to obtain from Prime Landlord a waiver of claims for insurable property damage losses and an agreement from Prime Landlord to obtain a waiver of subrogation rights in Prime Landlord's property insurance, if and to the extent that Prime Landlord waives such claims against Landlord under the Prime Lease or is required under the Prime Lease to obtain such waiver of subrogation rights.

12. ASSIGNMENT OR SUBLETTING.

     A. Tenant shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) further sublet the Sub-leased Premises or any part thereof; or (iv) permit the occupancy of the Sub-leased Premises or any part thereof by anyone other than Tenant. Landlord's consent to an assignment of this Sublease or a further sublease of the Sub-leased Premises shall not be unreasonably withheld, and if Landlord consents thereto, Landlord shall use reasonable efforts to obtain the consent of

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Prime Landlord if such consent is required to be obtained under the Prime Lease. Any cost of obtaining Prime Landlord's consent shall be borne by Tenant.

     B. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Tenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Tenant from Tenant's obligations and agreements hereunder and Tenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made.

13. RULES. Tenant agrees to comply with all rules and regulations that Prime Landlord has made or may hereafter from time to time make for the Leased Property. Landlord shall not be liable in any way for damage caused by the non-observance by any of the other tenants of such similar covenants in their leases or of such rules and regulations.

14. REPAIRS AND COMPLIANCE. Tenant shall promptly pay for the repairs set forth in Section 9(B) hereof and Tenant shall, at Tenant's own expense, comply with all laws and ordinances, and all orders, rules and regulations of all governmental authorities and of all insurance bodies and their fire prevention engineers at any time in force, applicable to the Sub-leased Premises or to Tenant's particular use or manner of use thereof. As used herein, "structure" or "structural" shall mean that portion of any building which is integral to the integrity of the building as an existing enclosed unit and shall, in any event, include footings, foundation, outside walls, skeleton, bearing columns and interior bearing walls, floor slabs, roof and roofing system.

15. FIRE OR CASUALTY OR EMINENT DOMAIN. In the event of a fire or other casualty affecting the Sub-lease Premises, or the Leased Properties, or of a taking of all or a part of the Sub leased Premises or the Leased Properties under the power of eminent domain, Landlord shall not exercise any right which may have the effect of terminating the Prime Lease without first obtaining the prior written consent of Tenant. In the event Landlord is entitled, under the Prime Lease, to a rent abatement as a result of a fire or other casualty or as a result of a taking under the power of eminent domain, then Tenant shall be entitled to the Sublease Share of such rent abatement unless the effect on the Sub-leased Premises of such fire or other casualty or such taking shall be substantially disproportionate to the amount of the abatement, in which event the parties shall equitably adjust the abatement as between themselves, based on the relative impact of the fire or other casualty, or the taking, as the case may be. If the Prime Lease imposes on Landlord the obligation to repair or restore leasehold improvements or alterations, Tenant shall be responsible for repair or restoration of leasehold improvements or alterations it shall have installed in the Sub leased Premises, and Landlord shall be responsible for the repair or restoration of the balance of the leasehold improvements or alterations; Tenant shall make any insurance proceeds resulting from the loss which Landlord is obligated to repair or restore available to Landlord and shall permit Landlord to enter the Sub-leased Premises to perform the same, subject to such conditions as Tenant may reasonably impose.

16. ALTERATIONS. Tenant shall, at Tenant’s sole cost and expense, make any additions, changes, improvement or alterations to the Sub-leased Premises, including structural alterations, which may be required by any governmental authorities, including those required to continue to satisfy any licensure requirements related to the operation of Tenant’s business, whether such changes are required by Tenant’s use, changes in the law, ordinances, or governmental regulations,

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defects existing as of the date of the Sublease, or any cause whatsoever. Tenant shall provide Landlord with forty-five (45) days prior written notice to Landlord of any changes to the Sub leased Premises pursuant to this section which involves changes to the structural integrity thereof or materially affect the operational capabilities thereof. All such additions, changes, improvements or alterations shall be deemed to be an Alteration under the Prime Lease and shall comply with all law relating to such alterations and with the provisions of Section 8 of the Prime Lease. Tenant shall be responsible for compliance with the requirements of Section 8 (d) of the Prime Lease relating to Removal Alterations (as defined therein), and any cost or expense associated therewith.

17. SURRENDER. Upon the expiration of this Sublease, or upon the termination of the Sublease or of the Tenant's right to possession of the Sub-leased Premises, Tenant will at once surrender and deliver up the Sub-leased Premises, together with all improvements thereon, to Landlord in good condition and repair, reasonable wear and tear excepted; conditions existing because of Tenant's failure to perform maintenance, repairs or replacements as required of Tenant under this Sublease shall not be deemed "reasonable wear and tear". Said improvements shall include all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment used in the operation of the Premises (as distinguished from operations incident to the business of Tenant). Tenant shall surrender to Landlord all keys to the Sub-leased Premises and make known to Landlord the explanation of all combination locks which Tenant is permitted to leave on the Sub-leased Premises. All Alterations in or upon the Sub-leased Premises made by Tenant shall become a part of and shall remain upon the Premises upon such termination without compensation, allowance or credit to Tenant; provided, however, Tenant shall have the right to remove those items deemed Tenant’s goods and effects, as referenced in Section 24 of the Prime Lease, in accordance with the requirements set forth in Sections 8 (d) and 24 of the Prime Lease. If Landlord or Prime Landlord requires removal of any personal property of Tenant and Tenant does not make such removal in accordance with these Sections, Landlord may remove the same (and repair any damage occasion thereby), and dispose thereof, or at its election, deliver the same to any other place of business of Tenant, or warehouse the same. Tenant shall pay the costs of such removal, repair, delivery and warehousing on demand.

18. HOLDING OVER. Tenant shall have no right to occupy the Sub-leased Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Tenant's right to possession in consequence of an Event of Default hereunder. Should Tenant, without the express written consent of Landlord, continued to hold and occupy the Sub-leased Premises after the expiration or earlier termination the Term or any Extension Term, as the case may be, such holding over beyond the Term and acceptance or collection of Rent by Landlord shall be construed as creating a tenancy from month-to-month and not for any other term whatsoever. During any such holdover period Tenant shall pay to landlord for each month (or portion thereof) Tenant remains in such Sub-leased Premises, in lieu of Base Annual Rent for the Sub-leased Premises, an amount equal to one hundred fifty (150%) percent of the Base Annual Rent (the “Holdover Rate”), and (ii) as applicable, one hundred percent (100%) of the Additional Rent for the Sub-leased Premises, each as in effect on the expiration date. Said month-to-month tenancy may be terminated by Landlord by giving Tenant twenty (20) days written notice, and at any time thereafter Landlord may re-enter and take possession of the Sub-leased Premises.

19. ENCUMBERING TITLE. Tenant shall not do any act which shall in any way encumber the title of Prime Landlord in and to the Sub-leased Premise or the Leased Properties, nor shall the

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interest or estate of Prime Landlord or Landlord be in any way subject to any claim by way of lien or encumbrance, whether by operation of law by virtue of any express or implied contract by Tenant, or by reason of any other act or omission of Tenant. Any claim to, or lien upon, the Sub leased Premises, the Leased Properties arising from any act or omission of Tenant shall accrue only against the subleasehold estate of Tenant and shall be subject and subordinate to the paramount title and rights of Prime Landlord in and to the Leased Properties and the interest of Landlord in the Sub-leased Premises. Without limiting the generality of the foregoing, Tenant shall not permit the Sub-leased Premises, or the Leased Properties to become subject to any mechanics', laborers' or materialmen's lien on account of labor or material furnished to Tenant or claimed to have been furnished to Tenant in connection with work of any character performed or claimed to have been performed on the Sub-leased Premises by, or at the direction or sufferance of, Tenant, provided, however, that if so permitted under the Prime Lease, Tenant shall have the right to contest in good faith and with reasonable diligence, the validity of any such lien or claimed lien if Tenant shall give to Prime Landlord and Landlord such security as may be deemed satisfactory to them to assure payment thereof and to prevent any sale, foreclosure, or forfeiture of the Sub-leased Premises or the Leased Properties by reason of non-payment thereof, provided further, however, that on final determination of the lien or claim of lien, Tenant shall immediately pay any judgment rendered, with all proper costs and charges, and shall have the lien released and any judgment satisfied.

20. INDEMNITY. Tenant agrees to indemnify Landlord and hold Landlord harmless from all losses, damages, liabilities and expenses which Landlord may incur, or for which Landlord may be liable to Prime Landlord, arising from the acts or omissions of Tenant which are the subject matter of any indemnity or hold harmless of Landlord to Prime Landlord under the Prime Lease.

21. LANDLORD'S RESERVED RIGHTS. Landlord reserves the right, on 48 hours prior notice, to inspect the Sub-leased Premises at any time during the Sublease Term.

22. DEFAULTS. Tenant further agrees that any one or more of the following events shall be considered Events of Default as said term is used herein, that is to say, if:

     A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or

     B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or

     C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or

     D. Tenant shall admit in writing its inability to pay its debts as they become due; or

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     E. The Sub-leased Premises are levied on by any revenue officer or similar officer; or

     F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or

     G. Tenant shall abandon the Sub-leaed Premises during the Term hereof; or

     H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in writing to Tenant; or

     I. Tenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease or shall default with respect to lien claims as set forth in Section 19 of this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Tenant; or

     J. Tenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or

     K. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant.

     L. Default under any franchise or license pursuant to which Tenant conducts business at the Sub-leased Premises, if in the Landlord’s judgment such default in light of commercially reasonable standards and industry practice would have a material adverse affect on the Sub-leased Premises, which default is not cured within thirty (30) days after notice thereof in writing to Tenant.

23. REMEDIES. Upon the occurrence of any one or more Events of Default, Landlord may exercise any remedy against Tenant which Prime Landlord may exercise for default by Landlord under the Prime Lease.

24. SECURITY DEPOSIT. INTENTIONALLY OMITTED.

25. NOTICES AND CONSENTS. All notices, demands, requests, consents or approvals which may or are required to be given by either party to the other shall be in writing and shall be deemed given when received or refused if sent by United States registered or certified mail, postage prepaid, return receipt requested or if sent by overnight commercial courier service (a) if to Tenant, addressed to Tenant at the address specified in Section 1(B) or at such other place as Tenant may from time to time designate by notice in writing to Landlord or (b) if for Landlord, addressed to Landlord at the address specified in Section 1(C) or at such other place as Landlord may from time to time designate by notice in writing to Tenant. Each party agrees promptly to deliver a copy of each notice, demand, request, consent or approval from such party to Prime Landlord and promptly to deliver to the other party a copy of any notice, demand, request, consent or approval received from Prime Landlord. Such copies shall be delivered by overnight commercial courier.

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26. PROVISIONS REGARDING SUBLEASE. This Sublease and all the rights of parties hereunder are subject and subordinate to the Prime Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Prime Lease. In furtherance of the foregoing, the parties hereby confirm, each to the other, that it is not practical in this Sublease agreement to enumerate all of the rights and obligations of the various parties under the Prime Lease and specifically to allocate those rights and obligations in this Sublease agreement. Accordingly, in order to afford to Tenant the benefits of this Sublease and of those provisions of the Prime Lease which by their nature are intended to benefit the party in possession of the Sub-leased Premises, and in order to protect Landlord against a default by Tenant which might cause a default or event of default by Landlord under the Prime Lease:

     A. Provided Tenant shall timely pay all Rent when and as due under this Sublease, Landlord shall pay, when and as due, all base rent, additional rent and other charges payable by Landlord to Prime Landlord under the Prime Lease;

     B. Except as otherwise expressly provided herein, Landlord shall perform its covenants and obligations under the Prime Lease which do not require for their performance possession of the Sub-leased Premises and which are not otherwise to be performed hereunder by Tenant on behalf of Landlord. For example, Landlord shall at all times keep in full force and effect all insurance required of Landlord as tenant under the Prime Lease.

     C. Except as otherwise expressly provided herein, Tenant shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the negative covenants of the Prime Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Sub-leased Premises. If practicable, Tenant shall perform affirmative covenants which are also covenants of Landlord under the Prime Lease at least five (5) days prior to the date when Landlord's performance is required under the Prime Lease. Landlord shall have the right to enter the Sub-leased Premises to cure any default by Tenant under this Section.

     D. Landlord shall not agree to an amendment to the Prime Lease which might have an adverse effect on Tenant's occupancy of the Sub-leased Premises or its use of the Sub-leased Premises for their intended purpose, unless Landlord shall first obtain Tenant's prior written approval thereof.

     E. Landlord hereby grants to Tenant the right to receive all of the services and benefits with respect to the Sub-leased Premises which are to be provided by Prime Landlord under the Prime Lease. Landlord shall have no duty to perform any obligations of Prime Landlord which are, by their nature, the obligation of an owner or manager of real property. For example, Landlord shall not be required to provide the services or repairs which the Prime Landlord is required to provide under the Prime Lease. Landlord shall have no responsibility for or be liable to Tenant for any default, failure or delay on the part of Prime Landlord in the performance or observance by Prime Landlord of any of its obligations under the Prime Lease, nor shall such default by Prime Landlord affect this Sublease or waive or defer the performance of any of Tenant's obligations hereunder except to the extent that such default by Prime Landlord excuses performance by Landlord, under the Prime Lease. Notwithstanding the foregoing, the parties contemplate that Prime Landlord shall,

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in fact, perform its obligations under the Prime Lease and in the event of any default or failure of such performance by Prime Landlord, Landlord agrees that it will, upon notice from Tenant, make demand upon Prime Landlord to perform its obligations under the Prime Lease and, provided that Tenant specifically agrees to pay all costs and expenses of Landlord and provides Landlord with security reasonably satisfactory to Landlord to pay such costs and expenses, Landlord will take appropriate legal action to enforce the Prime Lease.

27. PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord, if such written consent is required under the Prime Lease. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Sub-leased Premises or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Sub-leased Premises for the purpose set forth in Section 1(P) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

28. FORCE MAJEURE. Landlord shall not be deemed in default with respect to any of the terms, covenants and conditions of this Sublease on Landlord's part to be performed, if Landlord's failure to timely perform same is due in whole or in part to any strike, lockout, labor trouble (whether legal or illegal), civil disorder, failure of power, restrictive governmental laws and regulations, riots, insurrections, war, shortages, accidents, casualties, acts of God, acts caused directly by Tenant or Tenant's agents, employees and invitees or any other cause beyond the reasonable control of Landlord. This Section shall not be applicable, however, if Landlord's failure timely to perform creates a default by Landlord under the Prime Lease.

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29. WAIVER OF TRIAL BY JURY. Landlord and Tenant hereby waive trial by jury in any action or proceeding or counterclaim brought by either party hereto against the other party on any and every matter, directly or indirectly, arising out of or with respect to this Sublease.

THE PARTIES have executed this Sublease the day and year first above written.

WITNESS/ATTEST:		LANDLORD:
		TELECOMMUNICATION SYSTEMS, INC.
		________________________________________ (SEAL)
		TENANT:
		STOCKGROUP INFORMATION SYSTEMS INC.
		________________________________________ (SEAL)

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EXHIBIT A
FLOOR PLAN

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EXHIBIT B

BASIC SERVICES

Service Vendor Per month

						Per sq. ft./
						yr.
						$
Monthly rent	c/o Xxxxxxxx Xxxx		40,881			14.68
Avg. override			4,300
	Subtotal landlord charges		45,181
Utilities	BGE		16,000
Office Supplies	Corporate Express		3,331
Janitorial Services	BWC		3,300
HVAC service	SSS		1,564
Coffee/Soda	Black Tie		1,392
Postage	Purchase Power		1,317
Electrical Contractor	Sunset Electrical		1,000
Power Services	XX Xxxxxxx		801
Waste Removal	Allied		450
Fire supression service	BFPE		241
Postage Meter	Pitney Xxxxx		230
Plumbing Contractor	Xxxxxx Mechanical		200
First Aid supplies	Cintas		167
Shredding	Mid-Atlantic Shredding		160
Data Center Cleaning	Value Facility Service		100
Cable TV	Direct TV		89
Generator Services	Alban		84
Exterminator	Western Pest Control		64
	Subtotal shared services facilities
	expenses		30,490
	Total for facility	$	75,671

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Allocation among Xxxxxx Xxxxx Tenants:

	Square feet
Mobile Asset Mgt.	14,807	58%	$43,669
mobeo	10,173	40%	$30,002
Mobile Finance	678	3%	$2,000
Subtotal	25,658	100%	$75,671
Shared space	7,760
Total per lease	33,418

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SCHEDULE G

Allocation of Purchase Price

	Net
	Purchase
Allocation of Purchase price	Price	Earn Out
US	561	492	98.4%
Australia	6	5	1.1%
UK	1	1	0.2%
Spain	1	1	0.2%
Benelux	1	1	0.2%
International	3	3	0.5%
	570	500	100.0%

Schedule H

TRANSITION SERVICES AGREEMENT

          This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of January 31, 2007, by and between TeleCommunication Systems, Inc., a Maryland corporation (“TCS”), and Stockgroup Information Systems Inc., a Colorado corporation (“Stockgroup”). Terms used but not otherwise defined herein, shall have the meaning ascribed such terms in the Purchase Agreement, as defined below.

WITNESSETH:

          WHEREAS, pursuant to that certain Purchase Agreement, dated as of January 24, 2007, by and among Stockgroup and TCS relating to the purchase and sale of certain assets of TCS comprising its Mobile Finance division (the “Purchase Agreement”), TCS has agreed to sell, convey, transfer, assign and deliver to Stockgroup, and Stockgroup has agreed to acquire certain assets and to assume the Assumed Liabilities from TCS, in each case relating exclusively to the Business, which the parties agree will be achieved pursuant to (i) the purchase and sale of the Assets, and (ii) the assumption of the Assumed Liabilities, all on the terms and subject to the conditions set forth in the Purchase Agreement; and WHEREAS, in connection therewith, Stockgroup and TCS desire that TCS provide Stockgroup with certain transition services upon the terms and provisions and subject to the conditions of this Agreement.

          NOW, THEREFORE, in consideration of the foregoing premises and the covenants and agreements set forth herein, Stockgroup and TCS agrees as follows:

          1. Transition Services. During the Transition Period (as defined in Section 5), upon the request of Stockgroup, TCS agrees to provide, or cause its Affiliates to provide, to Stockgroup from the date of this Agreement for the period of time described on Annex A attached hereto with respect to each of the services, the services set forth on Annex A. Such services shall be provided under the terms and at the prices set forth on Annex A. TCS’s obligation to deliver any service is conditioned upon TCS’s obtaining the consent, where necessary, of any relevant third party provider. TCS shall use its commercially reasonable efforts, and Stockgroup and TCS shall cooperate fully with TCS in all respects, to obtain any consents that may be required from such licensors in order to provide any of the services hereunder.

          2. Billing and Payment. In accordance with the provisions of this Agreement, Stockgroup shall promptly pay for the actual costs including overhead and profit of all services provided under or pursuant to this Agreement as set forth in the invoices that it receives from TCS or its Affiliates. Such charges shall be billed at the end of each calendar month during the Transition Period. All invoices shall be paid by check in accordance with the instructions provided by TCS in writing to Stockgroup not later than thirty (30) days following receipt by Stockgroup of TCS’s invoice. Upon Stockgroup’s request, TCS shall provide Stockgroup with supporting information for such bills and invoices.

Transition Services Agreement between TCS and Stockgroup January 24, 2007 Page 1 of 7

          3. General Intent. TCS shall use its commercially reasonable efforts to provide the transition services which are set forth on Annex A and such other transition assistance as the parties may otherwise agree during the Transition Period. Stockgroup and its Affiliates agree to use their respective commercially reasonable efforts to terminate their need to use such assistance as soon as reasonably possible and (unless the parties otherwise agree) in all events to terminate such need with respect to each service specified in Annex A not later than the end of the period specified in Annex A for the provision of each such service.

          4. Validity of Documents. The parties hereto shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented in connection with the Agreement unless such document, instrument or other writing appears on its face to be fraudulent, false or forged.

          5. Term of Agreement. The term of this Agreement shall commence on the date hereof and shall continue (unless sooner terminated pursuant to the terms hereof) for a period of six (6) months (such period the “Transition Period,” or such other period as may be specified in Annex A with respect to particular services described in Annex A.) Stockgroup has the option to renew the agreement for a period extending up to March 31, 2008 for the MIS support identified in Annex A. Upon termination of this Agreement, all rights and obligation of each party, other than those set forth in Sections 8 and 11 of this Agreement and other than any payments by Stockgroup for services provided through the date of termination shall cease as of the effective date of such termination, and any such unpaid amounts owed by Stockgroup shall be paid in accordance with the payment provisions of Section 2.

          6. Partial Termination. Any and all of the services provided by TCS and its Affiliates hereunder are terminable earlier than the period specified in Annex A by Stockgroup only upon thirty (30) days prior written notice to TCS. Any such termination shall be final.

          7. Assignment. This Agreement shall not be assignable in whole or in part by Stockgroup without the prior written consent of TCS. TCS may assign, sell, delegate or otherwise transfer this Agreement or any of its rights and obligations hereunder as part of a merger, consolidation, corporate reorganization, joint venture, lease, sale of all or a portion of its assets, sale of stock or similar event; provided that in connection with any such transaction (a) the resulting, surviving or transferee Person (any such Person, a “Successor Company”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, the Successor Company expressly assumes the rights and obligations of TCS under this Agreement which are being transferred to such Successor Company, and (b) TCS shall notify Stockgroup in writing promptly (and in no event more than ten (10) days) after any such assignment, sale, delegation or transfer.

          8. Confidentiality. Each party hereto agrees to hold, and use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning this Agreement and any services provided hereunder, provided, however, that to the extent that any of them may become so legally compelled, they may only disclose such information if they shall first have used best efforts to, and, if practicable, shall have afforded the other party the opportunity to,

2

obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be disclosed. If this Agreement is terminated, Stockgroup will, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to TCS, upon request, all documents and other materials, and all copies thereof, obtained by Stockgroup and its respective Affiliates or on their behalf from TCS or any of its Affiliates in connection with this Agreement that are subject to such confidence. Notwithstanding anything herein to the contrary, the parties agree (and each affiliate and person acting on behalf of such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions and other tax analyses) that are provided to such party or such persons relating solely to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws.

          9. Governing Law; Submission To Jurisdiction. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the law of the State of Maryland without regard to the conflict of law principles thereof.

          10. Limitation of Liability. TCS shall not be liable to Stockgroup, its Affiliates or any third party for any special, consequential or exemplary damages (including lost or anticipated revenues or profits relating to the same) arising from any claim relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of TCS is advised of the possibility or likelihood of the same. In addition, TCS shall not be liable to Stockgroup, any of its Affiliates or any third party for any direct damages arising from any claim relating to this Agreement or any of the services provided hereunder or required to be provided hereunder, except to the extent that such direct damages are caused by the gross negligence or willful misconduct of TCS or its Affiliates.

          11. Default. In the event that (a) Stockgroup fails to pay any amount when due under this Agreement within fifteen (15) days after written notice that such payment is due; or (b) Stockgroup fails to perform, or breaches or defaults under any other material term, condition or obligation of this Agreement, and such failure, breach or default is not cured within thirty (30) days after written notice thereof, TCS shall have the right to terminate this Agreement without penalty to TCS and without prejudice to any other rights and remedies of TCS and its Affiliates.

          12. Counterparts. This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.

          13. Notices. All notices or other communications required or permitted to be delivered hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed delivered when so delivered by hand, telexed or telecopied with acknowledged receipt, or if mailed, five (5) calendar days after mailing (one (1) Business Day in the case of express mail or overnight courier service), as follows:

Transition Services Agreement between TCS and Stockgroup January 24, 2007 Page 3 of 7

If to TCS:

TeleCommunication Systems, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

If to Stockgroup:

Stockgroup
500 – 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000 x 000
Facsimile: (000) 000-0000

or such other address or facsimile number as such party may hereafter specify in writing for the purpose by notice to the other parties hereto.

          14. Amendment And Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or, in the case of a waiver, by or on behalf of the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any party of any condition, or of any breach of any term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation or warranty.

          15. Interpretation. The headings and captions contained in this Agreement and in Annex A attached hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The use of the word “including” and all variants thereof herein shall mean “including without limitation.” 16. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any person.

          17. Entire Agreement. This Agreement, the Purchase Agreement and the other agreements contemplated therein contain the entire agreement and understanding between the

Transition Services Agreement between TCS and Stockgroup January 24, 2007 Page 4 of 7

parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter.

          18. Relationship of Parties. Except as specifically provided herein, none of the parties shall act or represent or hold itself out as having authority to act as an agent or partner of the other parties, or in any way bind or commit the other party to any obligations. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind, each party being individually responsible only for its obligations as set forth in this Agreement.

          19. Force Majeure. If TCS or any of its Affiliates is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, hurricane, storm, strike, lockout or other labor trouble, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, rebellion or other causes beyond the reasonable control of TCS or its Affiliates or other acts of God, then upon written notice to Stockgroup, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and TCS and its Affiliates shall have no liability to Stockgroup any of their respective Affiliates or any other party in connection herewith. TCS shall use all commercially reasonable efforts to remove such disability within thirty (30) days of giving notice of such disability.

[END OF PAGE]
[SIGNATURE PAGES FOLLOW]

Transition Services Agreement between TCS and Stockgroup January 24, 2007 Page 5 of 7

          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first set forth above.

TELECOMMUNICATION SYSTEMS,

INC.

By: ________________________________________

       Name:

       Title:

STOCKGROUP INFORMATION

SYSTEMS INC,.

By: ________________________________________

       Xx. Xxxxxx New

       CEO & President

[Signature Page For Transition Services Agreement]

ANNEX A
TO
TRANSITION SERVICES AGREEMENT

          This Annex A sets forth the transition services to be provided by TCS to Stockgroup relating to the operation of the Business. To the extent that transition services set forth on this Annex A may be provided to Stockgroup, such services will be provided in a commercially reasonable manner. In the event TCS reasonably determines that the performance of any of the transition services is commercially unreasonable and TCS informs Stockgroup it intends to cease the performance of such services, Stockgroup, on one hand, and TCS, on the other hand, shall enter into prompt and good faith negotiations to resolve TCS’s inability to provide the services in question.

TRANSITION SERVICES AGREEMENT ANNEX A

TCS to StockGroup

          This Annex A sets forth the transition services to be provided by TCS to Stockgroup relating to the operation of the Business. To the extent that transition services set forth on this Annex A may be provided to Stockgroup, such services will be provided in a commercially reasonable manner. In the event TCS reasonably determines that the performance of any of the transition services is commercially unreasonable and TCS informs Stockgroup it intends to cease the performance of such services, Stockgroup, on one hand, and TCS, on the other hand, shall enter into prompt and good faith negotiations to resolve the inability of TCS to provide the services in question.

          In all cases, TCS will migrate to hardware supplied by Stockgroup.

Item	Service	Price	Transition Period
	Human Resources
1)	Since all Transferred Employees will be terminated effective with the Closing Date, there will be no need for a payroll transition. Terminating employees will receive a final pay check from TCS including a payout of all accrued and unused paid time off in accordance with company policy.	No charge
2)	Administration of Transferred Employees’ 401(k) Plan: All Transferred Employees will be terminated from TCS’s 401(k) plan as a normal termination. Any Transferred Employee who wishes to roll over a balance into Stockgroup’s plan will do so as new hires of Stockgroup. Transferred Employees will also have the option to keep their balances in TCS’s 401(k) Plan in accordance with ERISA.	No charge
3)	Stock Option and Employee Stock Purchase Plans – TCS will terminate each Transferred Employee’s participation in said plans in accordance with both TCS’s customary policies and procedures, as well as the terms and conditions of the respective plans.	No charge
4)	Transition of TCS employees to Stockgroup Benefit Programs - Transferred Employees will be terminated from all TCS Employee Benefits Plans effective as of the date of Closing. Health, dental and vision coverage shall continue in force through the end of the month in which the termination occurs. Transferred Employees will be eligible to purchase COBRA through TCS if they so choose.	No charge
5)	TCS will transfer copies of all employee HR files to Stockgroup.	No charge	1 Week of Closing

Page 1 of 3

Schedule H Annex A Transition Services Agmt tasks TCS to Stock Group 012207.doc

	Legal Services
1)	TCS shall make available employees in its legal department, during normal business hours and on reasonable notice, to answer questions regarding the Assigned Contracts, as is deemed reasonable by TCS	No charge	1 Month
2)	TCS shall use reasonable means to notify vendors and customers of the Business which exists as of the date of Closing of the sale of the Business to Stockgroup.	No charge
	Accounting Services	$4,000/ Month, after one month of normal transition at no charge
1)	TCS shall provide audited financial statements of the consolidated US, UK, Benelux and Spain Mobile Finance business for years 2005 and 2006.	Estimated charge of £15,000	Target within 45 days of closing
2)	TCS shall provide Stockgroup with the databases directly related to the business provided that TCS shall have rights to request information based on those databases in the event of a future tax audit.	Not separately Priced	Within 2 Weeks of Closing
3)	TCS will provide copies of invoices and other pertinent records that support the ending December 31, 2006 balance sheet	Not separately Priced	Within 2 Weeks of Closing
4)	For up to two (2) months after closing, TCS will perform the following services for Stockgroup: TCS will support the closings for two (2) months and provide an EBITDA statement and balance sheet information. Preparation of all required information for reporting of sales tax and communication taxes for two (2) months after closing. Reports necessary for the day-to-day operation of the division as they currently exist in TCS systems. Purchasing services required to operate the business	Not separately Priced	As Requested

Page 2 of 3

Schedule H Annex A Transition Services Agmt tasks TCS to Stock Group 012207.doc

	MIS
1)	TCS shall work with Stockgroup to ensure that all network access and cutover to Stockgroup network systems, e-mail, etc. will be addressed to maintain the proper security between Stockgroup and TCS networks.	$3,000/ Month, after one month of normal transition at no charge	1 Month
2)	TCS will provide Stockgroup transition services to support the network and access to necessary applications:          •   Telephony and related support          •   Desktop applications          •   E-mail Services.          •   Remote access: VPN (Network) and Outlook Web Access (OWA).          •   Data storage desk top support and print services for employees and departments.          •   Internet access.          •   Wireless LAN.		1 Month
3)	TCS shall provide Website hosting as it exists at the time of this executed TSA for the following sites, and will provide the site content in an agreed upon format prior to the end of the TSA term. Some of these sites may not be active, but the content will be transitioned if required:                  a.    xxxx://xxx.xxxxxxx.xxx                  b.    xxxx://xxx.xxxxxxxxxxxxxxxx.xxx                  c.    xxxx://xxxxxxxx.xxx/xxxxxx	$9,167.00/ Month $65/Hr. T&M	3 Months
4)	TCS shall provide hosting services and database support for the following services as they exist at the time of this executed TSA. Assistance with significant upgrades/changes to the system will be performed on a Time and Materials basis, or through a separate agreement.                  a.    RMDS Based MarketStream                  b.    BridgeFeed Based MarketStream                  c.    Hosted BES/Exchange for UK MarketStream                  d.    MarketClip                  e.    MarketClip Plus                  f.    1-Way Pager Products                  g.    2-Way Pager Products                  h.    Mobile Finance specific business systems		3 Months
5)	TCS shall provide building badge access services as they exist at the time of this executed TSA.	No Charge	3 Months
6)	TCS shall provide Stockgroup access to the Aether Instant Messaging (AIM) client through March 31, 2007.	No Charge	Through March 31, 2007

Page 3 of 3

Schedule H Annex A Transition Services Agmt tasks TCS to Stock Group 012207.doc

Schedule I

Disclosure Schedule

6.3(b)    Noncontravention	NONE
6.5          Title to Assets	NONE
6.10        Title to Acquired Assets	NONE

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6.11 Subsidiaries

Company Name	Previous Name(s)	Registration Number	Date of Incorporation	Registered Office Address	Authorized Share Capital	Issued Share Capital	Directors	Shareholder
TeleCommunication Systems Ltd.	Aether Management Services Ltd. Xxxx Management Services Ltd. Higherlinks Ltd.	03968661	10-Apr-00	0 Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxx XX0X 0XX	1,000,000 Ordinary Shares £1.00 each	800,001 Ordinary Shares £1.00 each	Xxxxxx Xxxxxx Xxxxxxx Xxxx	TeleCommunication Systems (Holdings) Ltd.
Aether Systems (UK) Ltd.	Xxxx Communications (UK) Ltd. Futures Pager Ltd.	01831719	11-Jul-84	0 Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxx XX0X 0XX	1,000 A 9,000 B Ordinary Shares £1.00 each	100 A 970 B Ordinary Shares £1.00 each	Xxxxxx Xxxxxx Xxxxxxx Xxxx	TeleCommunication Systems Ltd.
TeleCommunication Systems Iberian, SA	Aether Systems SA Sila Communications SA Sila Communications Spain SA IFX Finanzas Espana SA	A81968760	6-Mar-98	Xxxxx Xxxxxxxxxx 000 00000 Xxxxxx, Xxxxx	25,000 Ordinary Shares	25,000 Ordinary Shares	Xxxxxx Xxxxxx Xxxxxxx Xxxx	TeleCommunication Systems (Holdings) Ltd.
TeleCommunication Systems Benelux BV	Aether Systems Benelux BV IFX (The Netherlands) BV Xxxx Communication Systems Benelux BV	33297036 (BV #: 606796)	14-Oct-97	Xxxx Xxxxxxxxxxx 000-000 0000XX Xxxxxxxxx	€91,000 of 901 Ordinary Shares €100 each	€18,200 of 182 Ordinary Shares €100 each	Xxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxx	TeleCommunication Systems (Holdings) Ltd.

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6.12 Statement of Net Assets

Schedule 6.12
Mobile Finance November 30 Statement of Net Assets

Purchase Agreement TCS Stockgroup Schedule I – Disclosure Schedule January 24, 2007 Page 3 of 12

6.13	Events Subsequent to Most Recent Fiscal Quarter End
	(a) through (j)		NONE
	(k)	TCS and FT Interactice Data (Europe) Ltd (“Xxxxxxxx”) have verbally agreed to settle a dispute over the termination of a data feed agreement. The verbally agreed upon settlement terms require TCS to pay Xxxxxxxx’x invoices for service through October 2006 and Xxxxxxxx agrees to terminate the data feed agreement at the end of October 2006.
	(l)	through (w)	NONE
6.14		Undisclosed Liabilities	NONE

6.16 Tax Matters

		Company	Jurisdiction
	(d)	TCS Limited	England
		Benelux	Netherlands
		Spain	Spain

	All of the financial statements used to prepare tax returns were audited by TCS’s independent auditors. None of the tax returns has been audited by the respective taxing authorities and TCS is not aware of any impending audit of tax returns.
6.17	Real Property

	(b)	1)	Xxxxx xx xx Xxxxxxxxxx, 000-00X
			00000 Xxxxxx, Xxxxx
			Lease Agreement dated 23 October 1996 (in Spanish) (the “Madrid
			Lease”)
		2)	0 Xxxxx Xxxxxxxx
			Xxxxxxx, Xxxxxx, XX0X0XX, Xxxxxxx
			Xxxxxx Xxxxxxx Limited to Synamic Limited Lease of Number 6 Dyers
			Buildings dated 14 January 1999 (the “UK Lease”)
		3)	00000 Xxxxxxxxx Xxxxx
			Xxxxxx Xxxxx, Xxxxxxxx, 00000 XXX
			Sublease Agreement set forth in Schedule F to the Purchase Agreement
	(b)(ii)		per Article 9 of the Madrid Lease, the landlord must consent to the assignment of the lease.
	(b)(viii)		The Iberian entity has an informal arrangement with a third party who shares space and pays rent to Iberian for the leased space set forth in Section 6.17(b) of this Disclosure Schedule.
	(c)		NONE

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6.18 Intellectual Property

	(a)	(i) Trademarks: Include by reference here only the registered marks set forth on Schedule B (List of Trademarks) to Purchase Agreement.
		(ii) Domain Names:

	1.	xxxxxxx.xxx
	2.	xxxxxxxxxx.xxx
	3.	xxxxxxxxxxxxx.xxx
	4.	Xxxxxxxxxxxxxxxx.xxx
	5.	Xxxxxxxxxxxxxxxxxx.xxx
	6.	Xxxxxxxxxxxxxxxxxx.xxx
	7.	Xxxxxxxxx.xxx
	8.	Xxxxx.xxx

(b) Proprietary software (including source code) for which TCS owns the intellectual property rights to includes:

	1.	ASTRO/DINO/SCOOBY (customized Access 97 apps)
	2.	TCS intranet site for marketStream support (maintained by Xxxx Xxxxxx)
	3.	FX Alert
	4.	Energy Pager/Energy Alert
	5.	Scrappy Pager/Scrappy
	6.	PocketFutures
	7.	MarketClip
	8.	MarketClip Plus
	9.	Wireless Datascreen (including Generic Real-time Information Manager)
	10.	MiniTerminal (including IFX)

Licensed software programs, products and services which are material to the uninterrupted or unimpeded operation of the Business that TCS licenses from third parties includes:

	1.	Server and Client Software licenses underlying the marketStream service all as more specifically set forth in the Fourth Amendment and Restatement of the Software License Agreement between Imperial Software Technology Limited (IST) and TeleCommunication Systems Limited dated May 31, 2006 (the “IST License Agreement”)
	2.	Solomon 4 v2.06 (customized)
	3.	Citrix
	4.	Reuters 3000Xtra HTA software v5
	5.	Reuters 3000Xtra Deployed (feed software) v5
	6.	Reuters Terminal software v3.91
	7.	Reuters Messenger software
	8.	Reuters eDAD datafeed access declaration software

Purchase Agreement TCS Stockgroup Schedule I – Disclosure Schedule January 24, 2007 Page 5 of 12

	9.	Cognos ReportNet (for reporting from mStream production); parts include: Configuration Manager, Framework Manager and Report Studio
	10.	Motorola CP-1250 pager programming software
	11.	Access ARIBA site
	12.	Bridgefeed BFClient App

Excluded software (“Excluded Software”) includes:

	1.	Except to the extent set forth in Schedule H (Transition Services Agreement), access to the TSDA intranet site (used for provisioning AIM-based applications including marketClip Plus) (uses AIM database)
	2.	POS Partner (credit card processing software for Solomon) by Merchant e Solutions
	3.	Remedy software product and the Customer Support Software product that is developed in Remedy and owned by TCS to provide customer support and trouble ticket tracking and resolution (“CSS Support”)
	4.	UNICORN billing system
	5.	StarTeam change and configuration management software
	6.	Visual C++ 6.0 Enterprise Edition
	7.	Installshield 5.5 Professional Edition

(d) Encumbrances NONE

	(e)	Royalty Payment
		1.	Payments to Imperial Software Technology Limited (IST) for the license to use and redistribute components of marketStream service all as more specifically set forth in Exhibit C (Fees and Costs) to the Fourth Amendment and Restatement of the Software License Agreement between Imperial Software Technology Limited (IST) and TeleCommunication Systems Limited dated May 31, 2006 as amended by the Fifth Amendment dated January 15, 2007 (the “IST License Agreement”).
		2.	Commission payable to sales agents as set forth in their respective agreements:
			a.	Agency agreement executed by and between Xxxxx Xxxxxx and mobeo, Inc. dated 8 Oct. 1999 (currently assigned to TeleCommunication Systems, Inc.)
			b.	Consultancy Agreement executed by and between Xxxxx Xxxxx and Aether Systems (UK) Ltd dated 1 July 2003 (currently assigned to TeleCommunication Systems Ltd.)
			c.	There are currently four agency agreements that are being negotiated but as yet unsigned. Each of these agency agreements would pay commissions on marketStream customers. These agreements are being negotiated with Xxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx, and Xxxxxxx Xxxxxx.

Purchase Agreement TCS Stockgroup Schedule I – Disclosure Schedule January 24, 2007 Page 6 of 12

3. TCS makes an annual royalty payment of approximately USD$3,000.00 to Dealing Object Technology for a software license (run-time version only) for components that are used by TCS’ legacy pager products in the United States.

6.19   Sufficiency of Assets

          The Excluded Software set forth in Section 6.18(b) of the Disclosure Schedule is included here by reference.

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6.22 Contracts

Purchase Agreement TCS Stockgroup Schedule I – Disclosure Schedule January 24, 2007 Page 8 of 12

Purchase Agreement TCS Stockgroup Schedule I – Disclosure Schedule January 24, 2007 Page 9 of 12

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6.22(b)	Schedule O (Customer Lists) is hereby incorporated by reference.
6.22(g)	Employment Agreements for:

Xxxxxx Xxxxxxxx
Wan-Xxx Xxxx
Xxxxxxx Xxxxx
Xxxxxxxxxxx Xxxx
Xxxxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxxxx Xxxx
Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx Xxxx

Purchase Agreement TCS Stockgroup Schedule I – Disclosure Schedule January 24, 2007 Page 11 of 12

6.28   Employee Benefits Plans

Benelux
Income Protection	Amersfoort
Pension	Gererali

Great Britain
Group Critical Illness	Canada Life	C94021
Group Income Protection	UNUM	914772
Group Life Assurance	Canada Life	G721472/1/L
Group Personal Pension	Scottish Equitable	76384
Group Permanent Health Insurance	BUPA	20/23679600007

Purchase Agreement TCS Stockgroup Schedule I – Disclosure Schedule January 24, 2007 Page 12 of 12

SCHEDULE J

Trademark Assignment

WHEREAS, TeleCommunication Systems, Inc., a Maryland corporation, with offices at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx (“ASSIGNOR”) owns certain trademarks and/or service marks, and applications and/or registrations for such marks, as listed in Attachment A attached hereto and incorporated herein by this reference (“MARKS”);

WHEREAS, Stockgroup Systems Ltd., a Nevada corporation (“ASSIGNEE”), desires to acquire all of the right, title and interest of ASSIGNOR in, to and under the MARKS, together with the goodwill of the business symbolized by the MARKS;

WHEREAS, ASSIGNOR and ASSIGNEE have entered into a certain Asset Purchase Agreement, dated as of January 24, 2007 (the “PURCHASE AGREEMENT”), assigning, among other things, all right, title and interest in and to the MARKS from ASSIGNOR to ASSIGNEE;

WHEREAS, ASSIGNEE is a successor to the business of the ASSIGNOR to which the MARKS pertain.

NOW, THEREFORE, in consideration of the Asset Purchase Price (as defined in the Purchase Agreement) and other good and valuable consideration paid by ASSIGNEE to ASSIGNOR, the receipt and sufficiency of which hereby is acknowledged, ASSIGNOR does hereby assign to ASSIGNEE its entire right, title and interest in and to the MARKS, and to the applications and/or registrations for the MARKS, together with the goodwill of the business symbolized by the MARKS and the portion of the business of the ASSIGNOR to which the MARKS pertain, including the right to xxx for and collect damages incurred as a result of any past, present or future infringement, misappropriation or violation of rights related to the MARKS.

IN WITNESS WHEREOF, ASSIGNOR has caused this Assignment to be duly executed by an authorized officer on this 31st day of January, 2007.

TELECOMMUNICATION SYSTEMS, INC.

By:      _____________________________________

Name: _____________________________________

Title:   _____________________________________

ATTACHMENT A

Registered Trademarks

Xxxx	Country	Filing Date/Status	Reg. No.	Int’l Class	Designation
POCKETFUTURES	US	6/6/97; registered 12/21/99. Renewal due 12/21/08-09	2,302,505	36	®
SCRAPPY	US	5/27/97; registered 6/16/98; renewal due between 6/16/07 and 6/16/08.	2,165,800	9	®
SCRAPPY PAGER	US	5/27/97; registered 5/26/98; renewal due between 5/26/07 and 5/26/08.	2,160,599	35	®

SCHEDULE K

Domain Name Assignment

This Domain Names Assignment is delivered pursuant to the Closing under that certain Purchase Agreement (the “Agreement”) dated as of January 24, 2007, between TeleCommunication Systems, Inc., as the “Seller”, and Stockgroup Systems Ltd., as the “Purchaser”. Capitalized terms used in this Domain Names Assignment have the same meanings given to them in the Agreement.

The Seller has delivered this instrument signed by the Seller to enable the Purchaser to file it with any appropriate agency to indicate ownership of the intellectual property described below and for the other purposes set forth in this instrument. This instrument supplements and is in addition to all other rights of the Purchaser under the Agreement and other instruments of transfer delivered in connection with the Agreement.

The Seller has adopted and registered the Internet Domain Names listed on the attached Attachment A (the “Domain Names”) with Network Solutions, Inc., Xxxxxxxx.xxx or other registrars throughout the world (each a “Registrar”) on various dates.

For good and valuable consideration, receipt of which the Seller acknowledges, and by signing and delivering this instrument, the Seller sells, assigns, transfers, conveys, and delivers to the Purchaser all of the Seller’s right, title and interest in and to the Domain Names and agrees as follows:

          1.      Successful Transfer. At the Closing Date or a commercially reasonable timeframe thereafter, the Seller shall complete, or cause to be completed, the formal transfer of the Domain Names to the Purchaser in accordance with the applicable Domain Names transfer procedure of each Registrar (the “Transfer Procedure”).

                    (a)      The Seller agrees that, for no additional compensation, the Seller will execute any and all documents that may be necessary or appropriate to perfect the Purchaser’s rights in and to the Domain Names, including but not limited to all documents that may be necessary or appropriate to effect the formal transfer of the Domain Names to the Purchaser in accordance with the Transfer Procedure. In connection with the Transfer Procedure, the Seller will provide any information required or requested by the Registrar or the Purchaser, including but not limited to, the name or names identified by the Purchaser for billing, administrative and technical contacts.

                    (b)      At any time, and from time to time after the Closing, the Seller agrees, promptly upon the Purchaser’s written request, to take any and all steps reasonably necessary to execute, acknowledge and deliver to the Purchaser any and all further instruments and assurances necessary to complete a Successful Transfer. “Successful Transfer” means for this purpose that Purchaser owns and is accurately recognized as the registrant of the Domain Names in the Network Solution, Inc.’s WHOIS database; that the Purchaser has all rights, title and interest in and to the Domain Names; and the Purchaser is able to use or allow others to use the Domain Names.

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          2.      Cease Use of Names. As of the Closing Date, the Seller will stop all use of the Domain Names for any purpose, including, but not limited to, use for an Internet site or for electronic mail. The Seller shall not adopt any new uses of the Domain Names.

          3.      Non-Interference. Except as permitted under that certain Trademark Assignment Agreement executed between Seller and Purchaser on January 31, 2007, Seller agrees not to challenge or object to the Purchaser’s (a) right to register, use, own or transfer the Domain Names anywhere in the world, or (b) right to register, use, own or transfer any trademarks, service marks, Domain Names or trade names that include or consist of the Domain Names anywhere in the world. The Seller also agrees not to take any action that would interfere with any rights the Purchaser may have or acquire in the Domain Names and marks.

          4.      Representations and Warranties. Seller represents and warrants to Purchaser as follows and acknowledges that Purchaser is relying on these representations and warranties in entering into this Agreement:

	(a)	Seller is the sole registrant of the Domain Names and has sufficient authority and right to enter into this Domain Names Assignment and perform its obligations hereunder, and in particular, to transfer all title and ownership of the Domain Names and the Domain Names registration to Purchaser as provided in this Agreement, free and clear of all encumbrances;
	(b)	As at the Closing Date, there is not outstanding or pending any proceeding under the Uniform Dispute Resolution Policy and there have been no third party claims or demands against Seller in connection with Seller’s registration and/or use of the Domain Names, including claims for infringement of third party trade-xxxx or other intellectual property rights;
	(c)	There is no contract, option or any other right of any person binding upon Seller, or which at any time may become binding upon Seller, to sell, transfer, assign, license or in any other way dispose of or encumber the Domain Names or the Domain Names registration other than pursuant to the provisions of this Domain Names Assignment; and
	(d)	Neither Seller nor any entity controlled by or under common control with Seller is the registrant or owner of any other Domain Names that is confusingly similar to the Domain Names.

          The undersigned has signed this Domain Names Assignment on January 31, 2007.

[Remainder of page intentionally left blank; signature page to follow]

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TELECOMMUNICATION SYSTEMS, INC.

By:      _____________________________________

Name: _____________________________________

Title:   _____________________________________

STATE OF MARYLAND COUNTY OF XXXX ARUNDEL

On ____________________ before me, ______________________ (the undersigned notary), personally appeared _______________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public (seal)

ATTACHMENT A

Domain Names	Registration Date	Renewal Date	Registrant
xxxxxxx.xxx	9/13/2002	1/5/2011	TeleCommunication Systems, Inc.
xxxxxxxxxx.xxx	9/16/2002	2/17/2007	TeleCommunication Systems, Inc.
xxxxxxxxxxxxx.xxx	6/10/1997	6/11/2007	TeleCommunication Systems, Inc.

SCHEDULE L

Assignment and Assumption Agreement - General

          This Assignment and Assumption Agreement (this “Assignment and Assumption Agreement”) is made and entered into as of January 31, 2007, TeleCommunication Systems, Inc., a Maryland corporation, with offices at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx (“Assignor”), and Stockgroup Systems Ltd., a Nevada corporation (“Assignee”).

          WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agreement, dated as of January 24, 2007 (the “Purchase Agreement”); WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to assign unconditionally and absolutely certain rights to Assignee in respect of certain agreements, and Assignee has agreed to assume certain obligations of Assignor in respect thereof.

          NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

          1.      Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings for such terms that are set forth in the Purchase Agreement.

          2.      Assignment and Assumption. Assignor hereby assigns, sells, transfers and sets over (collectively, the “Assignment”) to Assignee all of Assignor’s right, title, benefit, privileges and interest in, to and under the agreements and contracts set out in Attachment A hereto (the “Assumed Benefits”), and all of Assignor’s burdens, obligations and liabilities in connection therewith (the “Assumed Liabilities”) which shall become due for payment, performance or discharge, from and after the Closing Date. Assignee hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants, and to pay and discharge all of the liabilities of Assignor to be observed, performed, paid or discharged in connection with such Assumed Liabilities from and after the Closing Date.

          3.      Excluded Liabilities. Nothing contained herein shall be construed to effect an assignment by Assignor or the assumption by Assignee of any of the Excluded Liabilities.

          4.      Terms of the Purchase Agreement. The terms of the Purchase Agreement are incorporated herein by this reference. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

          5.      Further Actions. Each of the parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other party hereto, such further instruments of transfer and assignment and to take such other action as such other party may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Assignment and Assumption Agreement.

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          6.      Successor and Assigns. All of the terms and provisions of this Assignment and Assumption Agreement shall be binding upon each party hereto and their respective successors and assigns, and shall inure to the benefit of each other party and its successors and assigns.

          7.      Governing Law. This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York.

          8.      Counterparts. This Assignment and Assumption Agreement may be signed in two or more counterparts, all of which, taken together, shall be deemed to constitute one original Assignment and Assumption Agreement.

          IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement as of the date first above written.

ASSIGNOR:	ASSIGNEE:
TELECOMMUNICATION SYSTEMS,	STOCKGROUP SYSTEMS LTD.,
INC., a Maryland corporation	a Nevada corporation
By:      _____________________________________	By:      _____________________________________
Name: _____________________________________	Name: _____________________________________
Title:   _____________________________________	Title:   _____________________________________

ATTACHMENT A

Assumed contracts and agreements include:

Exchange and Data Feed Agreements

1.	Internet Redistribution Addendum Order Form dated June 1, 2005 with Reuters.
2.	Internet Redistribution Addendum Order Form dated August 31, 2005 with Reuters.
3.	Master Services Agreement dated August 3, 2003 with Reuters America LLC, as amended.
4.	Market Data Agreement dated January 29, 1999 with New York Mercantile Exchange.
5.	Market Databases Distribution Agreement dated November 30, 2001 with Euronext, as amended.
6.	Market Data Dissemination Agreement dated April 1, 2004 with Deutsch Borse AG.
7.	Information Distribution Agreement dated January, 2004 with Chicago Mercantile Exchange.
8.	Market Data Vendor/Subvendor Agreement dated January 1, 2000 with Chicago Board of Trade.
9.	Distribution Agreement dated April 10, 1995 with GovPx.
10.	Vendor Agreement for Xxxxx 0, Xxxx Xxxx and NQDS Service dated August 5, 1998 with NASDAQ.
11.	Standard Market Data Vendor Agreement dated July 17, 2000 with NYBOT.
12.	Agreement for Receipt and Use of Market Data dated March 9, 2004 with New York Stock Exchange.
13.	Options Price Reporting Authority Vendor Agreement (Last Sale and Quotation Information) dated December 4, 1998 with Options Price Reporting Authority (including Dial-up Market Data Service Rider).
14.	Price Vendor Agreement dated March 7, 2000 with Singapore Stock Exchange Derivatives Trading Limited.
15.	Agreement dated June 4, 1998 with London Metal Exchange.

A-2

Airtime Resale Agreements

16. Resale Agreement dated March 30, 1999 with U.S. Mobility.

Distribution Agreements.

17. Development License and Support Agreement dated June 13, 2006 with Reuters.

SCHEDULE M

General Assignment and Xxxx of Sale

          1.      Sale and Transfer of Fixed Assets. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by Section 2.1 of that certain Asset Purchase Agreement dated as of January 24, 2007 (the “Purchase Agreement”), to which TeleCommunication Systems, Inc., a Maryland corporation, with offices at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx (“Seller”), and Stockgroup Systems Ltd., a Nevada corporation (“Buyer”), are parties, Seller hereby sells, transfers, assigns, conveys, grants and delivers to Buyer and its successors and assigns, all of Seller’s right, title and interest in, under and to all of the fixed assets (the "Fixed Assets") set out in Attachment A hereto which form part of the Acquired Assets.

          2.      Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

          3.      Further Actions. Seller covenants and agrees to execute and deliver, at the reasonable request of Buyer, and to take such other action as Buyer may reasonably request to more effectively consummate the assignments contemplated by this General Assignment and Xxxx of Sale.

          4.      Limited Power of Attorney. Subject to Section 9.4 (Procedure for Indemnification - Third Party Claims) of the Purchase Agreement, Seller hereby constitutes and appoints Buyer as its true and lawful agent and attorney in fact, with full power of substitution and resubstitution, in whole or in part, in the name and stead of Seller but on behalf and for the benefit of Buyer and its successors and assigns, and limited solely to the following from time to time:

                    (a)      to demand, receive and collect any and all of the Fixed Assets being delivered hereby and to give receipts and releases for and with respect to the same, or any part thereof;

                    (b)      to institute and prosecute, in the name of the Seller or otherwise, any and all proceedings at law, in equity or otherwise, that Buyer or its successors and assigns may deem proper in order to collect or reduce to possession any of the Fixed Assets being delivered hereby and in order to collect or enforce any claim or right of any kind hereby assigned or transferred, or intended so to be; and

                    (c)      to do all things legally permissible, required or reasonably deemed by Buyer to be required to recover and collect the Fixed Assets being delivered hereby and to use Seller’s name in such manner as Buyer may reasonably deem necessary for the collection and recovery of same, Seller hereby declaring that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller.

          5.      Terms of the Purchase Agreement. The terms of the Purchase Agreement are incorporated herein by this reference. In the event of any conflict or inconsistency between the

terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

          IN WITNESS WHEREOF, Seller has executed this General Assignment and Xxxx of Sale as of January 31, 2007.

TELECOMMUNICATION SYSTEMS, INC., a Maryland Corporation

By:      _____________________________________

Name: _____________________________________

Title:   _____________________________________

AGREED AND ACKNOWLEDGED BY:

STOCKGROUP SYSTEMS LTD., a Nevada Corporation

By:      _____________________________________

Name: _____________________________________

Title:   _____________________________________

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ATTACHMENT A

Fixed Assets include:

1.	deposits on exchange fees;
2.	the Accounts Receivable in respect of the Acquired Assets;
3.	the Intellectual Property (including but not limited to pager technology), except as otherwise set out in the Trademark Assignment and Domain Name Assignment;
4.	the inventory, maintenance and operating supplies used exclusively in the Business as currently operated;
5.	the books and records of the Business;
6.	all data, records, files, manuals, blueprints and other documentation related exclusively to the Acquired Assets and the operation of the Business including service and warranty records, sales promotion materials, creative materials, art work, photographs, public relations and advertising material, studies, reports, correspondence and other similar documents and records used exclusively in the Business, whether in electronic form or otherwise;
7.	all client, customer and supplier lists, telephone numbers and electronic mail addresses with respect to past, present or prospective clients, customers and suppliers relating to the Business;
8.	all catalogues and brochures relating exclusively to the Business, purchasing records and records relating to suppliers;
9.	all goodwill incident to the Business;
10.	all permits, licenses, approvals, registrations, qualifications, rights, variances, certificates, consents and other approvals of every nature whatsoever required by, or issued to the Seller by any governmental authority; and
11.	Mobile Finance Assets (US), as follows:

Mobile Finance Assets – US	Page
Technology Equipment – NOC Servers	A-3

Equipment on lease by TCS included in Servers and PCs	A-4
Desk and laptop PCs	A-5
PC Software Licenses	A-6
Wireless Equipment	A-7
Office Furnishings	X-00

X-0

XXXXXXXX N

ASSIGNMENT AND ASSUMPTION AGREEMENT – EIGHT BLACK

          This Assignment and Assumption Agreement (this “Assignment and Assumption Agreement”) is made and entered into as of January 31, 2007, TeleCommunication Systems, Inc., a Maryland corporation, with offices at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx (“Assignor”), and Stockgroup Media Inc., a British Columbia corporation (“Assignee”).

          WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agreement, dated as of January 24, 2007 (the “Purchase Agreement”); WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to assign unconditionally and absolutely certain rights to Assignee in respect of certain agreements, and Assignee has agreed to assume certain obligations of Assignor in respect thereof.

          NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

          1.      Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings for such terms that are set forth in the Purchase Agreement.

          2.      Assignment and Assumption. Assignor hereby assigns, sells, transfers and sets over (collectively, the “Assignment”) to Assignee all of Assignor’s right, title, benefit, privileges and interest in, to and under the agreements and contracts set out in Attachment A hereto (the “Assumed Benefits”), and all of Assignor’s burdens, obligations and liabilities in connection therewith (the “Assumed Liabilities”) which shall become due for payment, performance or discharge, from and after the Closing Date. Assignee hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants, and to pay and discharge all of the liabilities of Assignor to be observed, performed, paid or discharged in connection with such Assumed Liabilities from and after the Closing Date.

          3.      Terms of the Purchase Agreement. The terms of the Purchase Agreement are incorporated herein by this reference. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

          4.      Further Actions. Each of the parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other party hereto, such further instruments of transfer and assignment and to take such other action as such other party may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Assignment and Assumption Agreement.

          5.      Successor and Assigns. All of the terms and provisions of this Assignment and Assumption Agreement shall be binding upon each party hereto and their respective successors and assigns, and shall inure to the benefit of each other party and its successors and assigns.

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          6.      Governing Law. This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York.

          7.      Counterparts. This Assignment and Assumption Agreement may be signed in two or more counterparts, all of which, taken together, shall be deemed to constitute one original Assignment and Assumption Agreement.

          IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement as of the date first above written.

ASSIGNOR:	ASSIGNEE:
TELECOMMUNICATION SYSTEMS,	STOCKGROUP MEDIA INC.,
INC., a Maryland corporation	a British Columbia corporation
By:      _____________________________________	By:      _____________________________________
Name: _____________________________________	Name: _____________________________________
Title:   _____________________________________	Title:   _____________________________________

ATTACHMENT A

Assumed contracts and agreements include:

Distribution Agreements.

1. MarketStream Distribution Agreement between Eight Black Partnership Pty. Ltd. and TeleCommunication Systems, Inc. effective as of March 4, 2006.

Schedule P

U.S. SECURITIES LAW QUESTIONNAIRE

The following questionnaire is to be completed by TeleCommunication Systems, Inc. (the “Subscriber”) in furtherance of a share purchase transaction set out in a purchase agreement dated January 24, 2007, (the “Agreement”) between Stockgroup Information Systems Inc. (the “Company”), the Subscriber and others. This questionnaire will be relied upon by the Company to complete the transactions contemplated in the Agreement. All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Agreement.

1.	The Subscriber covenants, represents and warrants to the Company that:
	(a)	the Subscriber is a U.S. Person;
	(b)	the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions detailed in the Subscription Agreement and it is able to bear the economic risk of loss arising from such transactions;
	(c)	the Subscriber is acquiring the Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration thereof pursuant to the Securities Act of 1933 (the “1933 Act”) and any applicable State securities laws unless an exemption from such registration requirements is available or registration is not required pursuant to Regulation S under the 1933 Act or registration is otherwise not required under this 1933 Act;
	(d)	the Subscriber satisfies one or more of the categories indicated below (please check the appropriate box):

[X]	Category 1	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000;
[   ]	Category 2	A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000;
[   ]	Category 3	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
[   ]	Category 4	A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small

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		Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self- directed plan, whose investment decisions are made solely by persons that are accredited investors;
[   ]	Category 5	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 0000 (Xxxxxx Xxxxxx);
[   ]	Category 6	A director or executive officer of the Company;
[   ]	Category 7	A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; or
[   ]	Category 8	An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories; and

(e) the Subscriber is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

                          IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the 31st day of January, 2007.

If a Corporation, Partnership or Other Entity:		If an Individual:
TeleCommunication Systems, Inc. ______________________
Print or Type Name of Entity		Signature
________________________________________________
Signature of Authorized Signatory		Print or Type Name
Corporation ______________________________________
Type of Entity		Social Security/Tax I.D. No.