STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into by and between FinancialContent, Inc., a Delaware corporation ("Seller"), the sole shareholder of FinancialContent Services, Inc., a Delaware corporation (the “Corporation”), Jade Special Strategy, LLC, a Delaware limited liability company (“Lender”), and Wing Yu, an individual ("Purchaser").

RECITALS:

WHEREAS, the Corporation operates a content syndication service through which it aggregates and distributes data, news and editorial content in audio, video and text formats via a hosted online solution (the "Online Platform Business"); and

WHEREAS, the Seller is the record owner and holder of all of the issued and outstanding shares of the capital stock of the Corporation, which Corporation has issued capital stock of 5,714,286 shares of $ .001 par value common stock, and

WHEREAS, the Purchaser desires to purchase all of the issued and outstanding capital stock of the Corporation (referred to as the "Corporation's Stock"), and the Seller desires to sell or cause to be sold all of the Corporation's Stock, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, on February 13, 2006, the Seller executed a Note and Warrant Purchase Agreement and Exhibits attached thereto (the “Purchase Agreement”) with the Lender. Pursuant to the terms of the Purchase Agreement the Company sold to the Lender three senior secured convertible promissory notes dated on or about February 13, 2006 (“Note 1”), March 31, 2006 (“Note 2”), and on June 9, 2006 (“Note 3”), in the amounts of $350,000.00, $350,000.00 and $300,000.00, respectively, with each having a maturity date two years from the date of issuance (collectively the “Note” or “Notes”) and otherwise having identical terms and conditions; and

WHEREAS, under the term of the Notes, the Notes are secured by the assets of the Seller (the “Security Agreement”); and

WHEREAS, under the terms of the Notes, as amended, the Seller is indebted to the Lender and there is now due and owing by the Seller to the Lender an aggregate amount of $1,165,000.00, not inclusive of interest (the "Existing Debt") and the amount due thereon is in default as of March 24, 2008; and

WHEREAS, upon the Closing Date, as defined below, the Lender shall further enter into that certain Assignment and Assumption and Release Agreement with respect to the Existing Debt, pursuant to which the Seller shall assign the Existing Debt to the Corporation, the Corporation shall assume the Existing Debt and the Lender shall consent to the assignment by the Seller and assumption by the Corporation of the Existing Debt.

AGREEMENT

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NOW, THEREFORE, Seller and Purchaser, respectively, for good and valuable consideration as provided herein below, the sufficiency of which is hereby acknowledged and intending to be legally bound, in order to induce each other party to execute and perform the obligations contemplated by this Agreement and the Assignment and Assumption and Release Agreement, substantially in the form of Exhibit A attached hereto, and incorporated herein by reference, hereby agree as follows:

ARTICLE I

TRANSFER OF STOCK

1.1 Transfer of Stock. Subject to the terms and conditions set forth herein, Seller shall transfer, assign and deliver to Purchaser and Purchaser shall accept and acquire from Seller, all of the Corporation’s Stock including without exception all of the assets and liabilities of the Corporation. The Purchaser acknowledges and agrees that as the current chief executive officer of the Corporation he is in possession of a list of all of the Corporation’s liabilities. The assets of the Corporation include the following:

(a) All of Corporation’s right, title and interest in and to the Online Platform Business, including, all of the Corporation’s current customer licenses, contracts, records, software, billing data and other materials (including, without limitation, all claims and actions in respect of the foregoing, collectively, the "Assigned Contracts") relating to the Online Platform Business. The Purchaser acknowledges and agrees that as the current chief executive officer of the Corporation that he is in possession of all of the Corporation’s Assigned Contracts.

(b) All of the Corporation’s right, title and interest in and to: (i) the names "FinancialContent Services" and "FinancialContent" together with all related logos and the Corporation’s right, title and interest, if any, to or in any indicia of identity of the Online Platform Business as the Corporation may possess, (ii) the software programs and applications encompassing the entire Online Platform Business, (iii) all databases, precursors, portions and work in progress with respect thereto and all inventions, works of authorship, technology, information, know-how, materials and tools relating thereto or to the development, support or maintenance thereof and (iv) all copyrights, patent rights, trade secret rights, trademark rights, mask works rights and all other intellectual and industrial property rights of any sort and all business, contract rights, and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing (collectively "Intellectual Property"). Seller shall within reasonable period of time from the execution of this Agreement, amend its Certificate of Incorporation to change the corporate name to any name other than FinancialContent.

(c) All lead sheets, lead sheet databases, files, indexes, surveys, reports, analyses, records, market research, other consulting and/or marketing studies and similar information.

(d) All promotional and sales solicitation and training materials in hard copy, CD-ROM and/or current electronic form relating to the Technology.

(e)

All prepaid expenses associated with the Technology.

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(f) All goodwill of the Online Platform Business, together with the right of the Corporation to modify, extend, terminate or otherwise amend the Contracts (defined below).

(g) All finished products, work-in-process, fixtures and furniture, personal computers (including all software to the extent assignable), procedure manuals, and any telephone equipment and related controllers/switches, telecopier machines, photocopiers and certain office supplies located at the Corporation's offices in Foster City, California and server co-location located in San Francisco, California.

(h) All of the Corporation’s rights in the following domain names and their subdomains: (1) "www xxxxxxxxxxxxxxxx.xxx", “xxx.xxxxxxxx.xxx”, and (2) any other domain names related to the Online Platform Business (collectively, the "Domain Names").

(i) All other property and rights of every kind and nature owned or held by the Corporation that relate primarily to the operation of the Online Platform Business.

1.2 Closing. The Closing shall occur two business days after the written consent of Stockholders of the Seller shall have become effective which shall become effective on the twentieth day following the filing of a definitive proxy statement by the Corporation with the Securities and Exchange Commission (the “Closing Date”) and shall occur on such day at 1:00 p.m. at the offices of the Corporation, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxxxx 00000, or at such other time and place as the parties mutually agree in writing. At the Closing, the parties hereto shall deliver the consideration set forth below under Article II below and as set forth under the Assignment and Assumption and Release Agreement.

1.3 Delay in Closing. In the event the Closing does not take place by August 31, 2008, Lender has the right to terminate its obligations and forbearance hereunder and in the documents related hereto by written notice to the other parties hereto.

ARTICLE II

CONSIDERATION; ALLOCATION OF COSTS

2.1 Consideration for Transfer of Corporation’s Stock; In exchange for the transfer by Seller of the Corporation’s Stock to Purchaser, which transfer is hereby consented to by the Lender, the Seller shall assign and transfer the Existing Debt to the Corporation, the Corporation shall assume the Existing Debt, and the Lender agrees to the assignment and transfer by the Seller to the Corporation of the Existing Debt and the assumption of the Existing Debt by the Corporation under the terms of the Assignment and Assumption and Release Agreement.

2.2	Additional Consideration:

(a) Purchaser’s Consideration to Seller. In exchange for the Seller agreeing to the transfer by Seller of the Corporation’s Stock to Purchaser hereunder, Purchaser agrees to transfer to Seller 500,000 shares of the Sellers restricted common stock on the Closing Date.

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(b) Purchaser’s Consideration to Lender. In exchange for the Lender consenting to the Corporation’s assumption of the Existing Debt under the terms of the Assignment and Assumption and Release Agreement, Purchaser agrees to transfer to Lender 500,000 shares of the Sellers restricted common stock on the Closing Date.

(c) Seller’s Consideration to Lender. In exchange for the Lender forbearing on its rights to foreclose on the Seller’s assets, Seller agrees to issue to Lender on the Closing Date an unsecured promissory note in the amount of $50,000.00 payable on the second annual anniversary of the Effective Date with interest accruing on the unpaid balance at 9%, compounded annually, dated as of the date hereof, substantially in the form of Exhibit B attached hereto.

(d) Seller’s Additional Consideration to Lender. In exchange for the Lender forbearing on its rights to foreclose on the Seller’s assets , Seller agrees to reprice the exercise price of the six (6) warrants issued by the Seller to the Lender upon incurring the Existing Debt to $0.75, substantially in the form of Exhibit C-1 through C-6 attached hereto.

(e) Corporation and Purchaser’s Consideration to Lender. In exchange for the Lender forbearing on its rights to foreclose on the Seller’s assets, the Purchaser and Corporation agree to grant the Lender a security interest in the Corporation’s assets as set forth in the Assignment and Assumption and Release Agreement.

2.3 Costs. The costs incurred by the Seller, Corporation and Purchaser in closing this transaction shall be born by the Purchaser, including all legal and accounting fees. Lender shall assume its own costs herein.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE CORPORATION

The Seller, Corporation, and Purchaser (collectively, the “Seller”) jointly and severally, hereby make the following representations and warranties to Lender and to eachother:

3.1 Existence and Power. Each the Seller and Corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on the Business as now conducted. Each the Seller and the Corporation is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary except where failure to so qualify does not have a material adverse effect on the Business or the Purchased Assets. Each the Seller and the Corporation has heretofore delivered to the Lender true and complete copies of the corporate charter and bylaws of such Seller as currently in effect.

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3.2	Authorization and Execution.

(a) The execution, delivery and performance by each Seller and the Corporation of this Agreement and the transaction documents to which it is party, and the consummation by each the Seller and the Corporation of the transactions contemplated hereby and thereby are within such corporate powers and have been duly authorized by all necessary corporate action on the part of each the Seller and the Corporation, except, as to the Seller, for the required approval of the Seller’s stockholders in connection with the approval of this Agreement and the consummation of the Transactions. This Agreement constitutes, and, when executed at the Closing, each transaction document will constitute, a valid and binding agreement of each Seller, enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the rights and remedies of creditors and to general equitable principles.

(b) At a meeting duly called and held, the Seller’s board of directors has (i) unanimously determined that this Agreement and the Transactions are fair to and in the best interests of the Seller’s stockholders, (ii) unanimously approved and adopted this Agreement and the Transactions and (iii) unanimously resolved to recommend approval and adoption of this Agreement to its stockholders (such recommendation, the “Seller’s Board Recommendation”).

(c) Seller has delivered to the Purchaser simultaneously with the execution and delivery of this Agreement an irrevocable written consent of stockholders executed by Xxxxxxx Xxxxxx, who holds by Proxy not less than fifty percent (50)% of the votes entitled to be cast (the “Written Consent of Stockholder”) approving this Agreement and the transactions contemplated hereby. The Written Consent of the Stockholder has been duly and validly obtained in accordance with the DGCL and applicable Law and shall become effective not later than twenty (20) days after the Definitive Information Statement (as defined below) is first sent to the Seller’s stockholders. The Written Consent of Stockholder has been filed with the Secretary of the Company may not be revoked by the stockholder, and the vote taken by the stockholders of Seller as set forth in the Written Consent of Stockholder is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the transactions contemplated hereby.

(d) Corporation’s Stock to be transferred by Seller to Purchaser hereunder shall be validly and legally issued, fully paid and nonassessable shares of the Corporation’s common stock, free and clear of any liens, claims, encumbrances and restrictions.

3.3 No Breach. Except as set forth on Schedule 3.3, neither the authorization, execution, delivery or performance of this Agreement by the Sellers or the consummation of any transactions contemplated by this Agreement will (i) violate, conflict with or result in the material breach or termination of, or otherwise give any person the right to terminate, or constitute (or with notice or lapse of time or both would constitute) a default (by way of substitution, novation or otherwise) under the terms of, any contract, lease, bond, agreement, franchise or other instrument to which the Corporation is a party relating to the Online Platform Business or any of the Assets, or (ii) result in the creation of any encumbrance upon the Corporate Stock or any of the Assets.

3.4 Compliance with Laws. Except as set forth on Schedule 3.4, the operation of the Online Platform Business and the ownership and use of the Assets are in compliance with all applicable judgments, orders, injunctions,

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awards or decrees and all federal, state or local laws, rules or regulations, codes or ordinances. The Corporation has duly obtained and holds all consents, authorizations, permits, licenses, orders or approvals of all federal, state or local governmental or regulatory bodies that are material to the conduct of the Online Platform Business or the ownership or use of the Assets; no violations are or have been recorded in respect of any such permit and no proceeding is pending or threatened to revoke, deny or limit any such Permit.

3.5 Title to Assets. Except as set forth on Schedule 3.5, the Corporation has good and marketable title to, or valid leasehold interests in, the Assets free and clear of all liens, pledges, claims, charges, easements, security interests, encumbrances or other rights of any third party ("Encumbrances"). No other person has any right, title or interest in the Corporate Stock or Online Platform Business. The Corporation has performed all material obligations required to be performed by it with respect to all Assets leased by it.

3.6 Litigation. Except as set forth on Schedule 3.6, there are no actions, suits, or claims, or any administrative inquiries, arbitration, proceedings or investigations or by any agency, pending or threatened against the Corporation or the Assets (or against the Corporation or any of its affiliates pertaining to the Online Platform Business or the Assets).

3.7 Proprietary Rights. Except as set forth on Schedule 3.7, the Corporation owns or possesses adequate licenses or other rights to use all trademarks, trademark applications, trade secrets, service marks, trade names, copyrights, patents, inventions, drawings, designs, customer lists, proprietary know-how or information or other rights used by the Corporation in the Online Platform Business and all such rights are included in the Assets.

3.8 Suppliers and Partners. Except as set forth on Schedule 3.8, the Corporation is not in default with any of the suppliers or partners of the Online Platform Business and no supplier or partner has canceled or otherwise terminated, or threatened in writing to cancel or otherwise terminate, its relationship with the Online Platform Business or has during the past 12 months decreased or limited materially, or threatened in writing to decrease or limit materially, its services, supplies or materials to the Corporation with respect to the Online Platform Business. The Corporation has no knowledge that any material supplier or partner intends to cancel or decrease or limit its relationship with the Corporation, to increase the prices charged to the Corporation, or to decrease or limit its services, supplies or materials to the Online Platform Business and, the acquisition of the Corporation’s Stock by the Purchaser will not adversely affect the relationship of Corporation, in its operation of the Online Platform Business, with any material supplier or partner of the Online Platform Business

3.9	Tax Matters. Except as set forth on Schedule 3.9:

(a) The Corporation has duly filed, or has obtained a filing extension from the appropriate governmental agencies with respect to, all federal, state and local tax returns required to be filed by the Corporation and has paid or provided for any taxes shown as due on such returns relating to the Online Platform Business or the Assets.

(b) The Corporation is not a party to any proceeding or 'inquiry by any governmental agency for the assessment or the proposed assessment or for the collection of taxes which if unpaid might result in an Encumbrance upon the Online Platform Business or the Assets as of the Closing Date, nor to the Corporation’s knowledge has any claim for such assessment been asserted against the Corporation.

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3.10 No Default. Except as set forth on Schedule 3.10, the Corporation is in material default or claimed, purported or alleged material default of any material contract or agreement with respect to the Online Platform Business.

3.11 ERISA. Except as set forth on Schedule 3.11, the Corporation does not maintain or have any liability with respect to any employee benefit, inactive, bonus, fringe benefit or other compensatory plan, policy or arrangement (whether or not an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) with respect to employees, consultants, contractors or subcontractors of the Online Platform Business. The Corporation does not have any obligation to contribute to, or other liability with respect to, any multiemployer plan, as defined in Section 3(37) of ERISA in connection with the Online Platform Business.

3.12 Full Disclosure. Except as otherwise disclosed in the Schedules or Exhibits hereto or the other representations and warranties made by Sellers herein, the Sellers have no actual knowledge of any fact as of the date hereof that materially adversely affects or will materially adversely affect, the operations or condition of the Online Platform Business of the ability of the Corporation to perform its obligations under this Agreement or the agreements referred to herein and the transactions contemplated hereby or thereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby makes the following representations and warranties to Seller:

4.1 Finder's Fees. Purchaser has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with the transactions contemplated hereby.

ARTICLE V

REPRESENTATION AND WARRANTIES OF LENDER

5.1 Organization Authorization. Lender is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has full power and authority to carry on its business as it is now being conducted. The execution, delivery and performance of this Agreement by Lender and the performance by Lender of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate proceedings of Lender. This Agreement has been duly executed and delivered by Lender and constitutes a valid and binding agreement of Lender enforceable against Lender in accordance with its terms.

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5.2 No Consent. No consent, order, license, approval or authorization of, or exemption by, or registration or filing with, any governmental authority, bureau or agency, and no consent or approval of any person is required to be obtained or made by Lender in connection with the execution, delivery, or performance by Lender of this Agreement or the consummation of the transactions contemplated by this Agreement.

ARTICLE VI

INDEMNIFICATION

6.1 Survival. All representations and warranties made by Seller and Purchaser in this Agreement shall survive the Closing, and shall not be extinguished or in any way modified on the date thereof or as a result of any investigation made by or on behalf of Seller or Purchaser.

6.2 Indemnification by Seller. Seller agrees to indemnify and hold harmless Purchaser and Lender from and against any and all losses, liabilities, damages, obligations, costs and expenses including, without limitation, reasonable costs and expenses (including reasonable attorneys' fees and expenses) of enforcing the provisions of this Section 5.2 if Purchaser is the prevailing party in enforcing such provisions, or of investigating, preparing to defend and defending any claim, action, suit, proceeding, inquiry or investigation in respect thereof, suffered or incurred by Purchaser resulting from, relating to or arising out of:

(a) the inaccuracy of any representation or warranty of the Seller under this Agreement or any documents executed to convey the Assets under this Agreement; or

(b) breach of any agreement or covenant by the Seller under this Agreement or any other documents executed to convey the Assets under this Agreement.

6.3 Indemnification by Purchaser. Purchaser agrees to indemnify and hold harmless the Seller from and against any and all losses, liabilities, damages, obligations, costs and expenses, including, without limitation, reasonable costs and expenses

(including reasonably attorneys' fees and expenses) of enforcing the provisions of this Section 5.3 if the Seller is the prevailing party in enforcing such provisions, or of investigating, preparing to defend and defending any claim, action, suit proceeding, inquiry or investigation in respect thereof, suffered or incurred by Seller resulting from, relating to or arising out of:

(a) the inaccuracy of any representation or warranty of the Purchaser under this Agreement or any documents executed to convey the Assets under this Agreement;

(b) breach of any agreement or covenant by Purchaser under this Agreement or any documents executed to convey the Corporate Stock under this Agreement; or

(c) liabilities in respect of the Online Platform Business arising solely as a result of Purchaser's operation of the Online Platform Business after the Closing Date.

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6.4 Notice of Third Party Claims. The party seeking indemnification under this Article VI (the "Indemnitee") shall, within thirty (30) days of receipt, provide the party from whom indemnification is sought (the "Indemnitor") with notice of all third party actions, suits, proceedings, claims, demands or assessments which may be subject to the indemnification provisions of this Article VI (collectively, "Third Party Claims") brought at any time following the Closing Date, and shall otherwise make available all relevant information material to the defense of any Third Party Claims. The Indemnitor shall have the right to defend any such Third Party Claim at its sole expense. Where such Third Party Claim affects the interests of the Indemnitee, the Indemnitee may elect to participate in (but not control) the defense of such claim at its sole expense; provided, that the Indemnitor shall pay the Indemnitee's expenses (including reasonable attorneys' fees and expenses) if the Indemnitor's counsel would be inappropriate due to a conflict of interest between the Indemnitee and any party represented by such counsel with respect to such claim. No claim shall be settled or compromised without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall be reasonable for the Indemnitee to decline to consent to any settlement or compromise that does not include as a condition thereof a release of all claims against such Indemnitee) unless the Indemnitee shall have failed, after the lapse of a reasonable time, but in no event more than thirty (30) days, after notice to it of such proposed settlement to notify the Indemnitor or the Indemnitee's objection thereto. The Indemnitee's failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim shall not constitute a basis for reduction of any claim for indemnification by the Indemnitee, except to the extent that such failure shall result in any material prejudice to the Indemnitor's ability to defend such claim. Further, where the Indemnitor has undertaken the defense of a Third Party Claim, the Indemnitee, recognizing its community of interest with the Indemnitor in the resolution of the claim, shall provide such reasonable support to the Indemnitor as shall be reasonably requested, including affidavits, documents and testimony. The cost of reasonable out of pocket expenses incurred by the Indemnitee in providing such support to the Indemnitor shall be reimbursed to the Indemnitee by the Indemnitor. If the Indemnitor declines to defend any Third Party Claim, the Indemnitor shall pay all of the Indemnitee's expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to such Third Party Claim.

ARTICLE VII

CONFIDENTIALITY

7.1 Confidentiality. Neither the Seller nor any of its affiliates shall, directly or indirectly, use or disclose to any Person any confidential or proprietary information of or relating to the Online Platform Business or the Assets except with Purchaser's prior written consent, except as shall be disclosed to the Seller’s attorneys and accountants. Neither the Purchaser nor any or its affiliates shall, directly or indirectly, use or disclose to any Person any confidential or proprietary information of or relating to the Seller without the Seller’s prior written consent, except as shall be disclosed to Purchaser's attorneys and accountants. For purposes of this Section, the term "confidential or proprietary information" shall mean all information that is known to a party or its respective affiliates or to their employees, consultants or others in a confidential relationship with such party and relates to such matters as marketing plans, strategies, customer lists, forecasts, prices of any other party hereto and shall further include all terms and conditions under this Agreement, provided that any information

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relating to the Online Platform Business or the Assets shall in no event be deemed to be confidential or proprietary information of the Seller; and provided further that the term "confidential or proprietary information" shall not include information (i) rightfully received by the Seller or Purchaser, as the case may be, from parties other than the parties to this Agreement; (ii) generally available to the public; or (iii) required to be disclosed by applicable law. If disclosure is required by law, the party required to make such disclosure shall give notice to the other party hereto so that such other party may seek a protective order.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Further Assurances. From time to time after the Closing Date, upon Purchaser's reasonable request, the Seller will execute, deliver and acknowledge all such further instruments of transfer and conveyance and do and perform all such other acts and things as Purchaser may reasonably require to more effectively transfer the Corporation’s Stock and the Assets to the Purchaser and to put Purchaser in possession of the Corporation’s Stock and the Assets.

8.2 Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified or supplemented only by written agreement of the Seller and Purchaser.

8.3	Waiver of Compliance; Consents.

(a) Any failure of the Seller, on the one hand, or the Purchaser, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the party entitled to the performance of such obligation, covenant or agreement or who has the benefit of such condition, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or conditions shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(b) Whenever this Agreement requires or permits consents by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth above.

8.4 Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or three (3) days after being mailed by certified or registered mail, return receipt requested, with postage prepaid:

(a)

If to the Seller to:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx

Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attn: Authorized Agent

or to such other person or address as the Seller shall furnish to Purchaser in writing pursuant to the above.

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(b)

If to Purchaser to:

Wing Yu.

000 Xxxxxxx Xxxxxx Xxxxx

Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

or to such other person or address as Purchaser shall furnish to Seller in writing pursuant to the above.

(c)

If to Lender to:

Jade Special Strategy, LLC

0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000

Xxxxxxxx, XX 00000

Attn: Xxxxx Xxxxxx

Copy to:

Xxxxxxxxx Ball Xxxxxx Xxxxxx & Xxxxxxxxxx, LLP

000 Xxx Xxxxxxx Xx., 0xx Xx.

Xxxxxxx, XX 00000

Attn: Xxxxx Xxxx, Esq.

or to such other person or address as Purchaser shall furnish to Seller in writing pursuant to the above

(d)

If to Corporation to:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx

Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attention: Wing Yu

or to such other person or address as Purchaser shall furnish to Seller in writing pursuant to the above

8.5 Assignment. This Agreement shall not be assigned by either party hereto without the prior written consent of the other party hereto. No permitted assignment shall release the assignor from its obligations hereunder. Subject to the foregoing, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respect successors, assigns, heirs, executors and personal representative.

8.6 Headings. The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

8.7 Joint Effort. The provisions of this Agreement have been examined, negotiated and revised by counsel for each party, and no implication shall be drawn against any party hereto by virtue of the drafting of this Agreement.

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8.8 Entire Agreement. This Agreement and any other document to be furnished pursuant to the provisions hereof embody the entire Agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth or referred to in such documents. This Agreement and such documents supersede all prior agreements and understandings between the parties with respect to such subject matter.

8.9 Bulk Sales Law. The Seller and Purchaser hereby agree to waive compliance by the other with the provisions of any applicable Bulk Sales Law of any jurisdiction. The Seller agrees to defend, indemnify and hold the Purchaser and the Assets harmless from and against any claim, liability, obligation, cost and expense, including reasonable attorneys' fees, which arises from or as a result of such non-compliance by the parties.

8.10 Confidentiality. The Seller and the Purchaser agree to keep the terms of this Agreement confidential unless disclosure is required by law or authorized in writing by both parties.

8.11 Governing Law. ALL MATTERS WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MATTERS OP VALIDITY, CONSTRUCTION; EFFECT AND PERFORMANCE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN BETWEEN RESIDENTS THEREOF (REGARDLESS OF THE LAWS THAT. MIGHT BE APPLICABLE UNDER PRINCIPLES OF CONFLICTS OF LAW). ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL HE TRIED AND LITIGATED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK.

8.12 Counterparts. This Agreement may be executed in two or more fully or partially executed counterparts, each of which shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

8.13

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto and signed by an officer thereunto duly authorized and attested under the corporate seal by the Secretary of the corporate party hereto, all on the date first above written.

Signed, sealed and delivered in the presence of:

FINANCIALCONTENT SERVICES, INC. (the “CORPORATION”)

(CORPORATE SEAL)

By: /s/ Wing Yu

Its Authorized Agent

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FINANCIALCONTENT, INC. (“SELLER”)

By: /s/ Xxxxxxx Xxxxxx

Its Authorized Agent

WING YU (“PURCHASER”)

By: /s/ Wing Yu

Wing Yu

JADE SPECIAL STRATEGY, LLC (the “LENDER”)

By: /s/ Xxxxx Xxxxxx

Its Manager

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SCHEDULE A

ARTICLE THREE SCHEDULE OF EXCEPTIONS

3.3 The transfer of the Corporation’s Stock may be deemed a transfer or assignment under certain licensing agreements the Corporation has entered into with clients and under certain agreements the Corporation has with its vendors. These agreements require the client or vendor’s consent to transfer or assign the agreement. Without the client or vendor’s consent, the client or vendor may terminate the agreement and subject the Corporation to liability for breach.

The office lease for 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxxxx 00000 requires the landlord’s consent upon a transfer which includes a change in control event. Without the landlords consent the landlord may terminate the agreement and subject the Corporation to liability for breach.

The Sellers make no warranties or representations that this transaction as contemplated hereunder will not be voidable under federal bankruptcy law and or uniform fraudulent dispositions law.

3.4

3.5 The Corporation’s Stock is encumbered by a UCC-1 financing statement recorded by the Lender.

3.6 Press Association, Inc. has a claim of approximately $6,000.00 against the Corporation for breach of contract arising under a vendor agreement. The claim arose approximately 3 years ago.

The Corporation has disputed CAM charges levied by the landlord regarding office lease for 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxxxx 00000 which has been resolved.

3.7 The Corporation has a consent agreement for use of the SWIFTIR trademark with the registered owner of the XXXXX xxxx.

3.8 Press Association, Inc. has a claim of approximately $6,000.00 against the Corporation for breach of contract arising under a vendor agreement. The claim arose approximately 3 years ago.

The transfer of the Corporation’s Stock will cause a change of control event under certain agreements the Corporation has with its vendors. These agreements define a change of control as a transfer or assignment that requires the vendor’s consent to transfer and or assign the agreement. Without the vender’s consent the agreement may be subject to termination by the vendor for breach and subject the Corporation to liability.

3.9

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3.10 Press Association, Inc. has a claim of approximately $6,000.00 against the Corporation for breach of contract arising under a vendor agreement. The claim arose approximately 3 years ago.

The Seller is in material default under the terms of the Notes as of March 24, 2008 for failure to pay the full amount due and owing on the maturity date of the Notes.

3.11 The employees of the Corporation participate in the Sellers stock option plan. Other benefit plans of the Corporation include vacation benefits and health and dental plans.

3.12

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EXHIBIT A

ASSIGNMENT AND ASSUMPTION AND RELEASE AGREEMENT

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ASSIGNMENT AND ASSUMPTION AND RELEASE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AND RELEASE AGREEMENT (this "Agreement") is entered into by and between FinancialContent, Inc., a Delaware corporation ("Seller"), the sole shareholder of FinancialContent Services, Inc., a Delaware corporation (the “Corporation”), Wing Yu, an individual ("Purchaser"), and Jade Special Strategy, LLC, a Delaware limited liability company (the “Lender”).

RECITALS:

WHEREAS, concurrently herewith, Seller and Purchaser shall enter into that certain Stock Purchase Agreement (the “Stock Purchase Agreement”) which is incorporated herein by reference, which together shall close on the Closing Date as defined under the Stock Purchase Agreement, pursuant to which the Seller shall transfer to the Purchaser the Corporation’s Stock, as said term is defined under the Stock Purchase Agreement, and in consideration for such acquisition, Seller shall assign the Existing Debt, as said term is defined under the Stock Purchase Agreement, to the Corporation and the Corporation agrees to assume the Existing Debt; and

WHEREAS, the Seller is in default on the Notes, as said term is defined under the Stock Purchase Agreement, for failure to make timely payments thereunder, and on March 24, 2008, the Seller received a letter from the Lender demanding full repayment of the Notes; and

WHEREAS, the Lender consents to the Seller assigning the Existing Debt and the Lender consents to the Corporation assuming the Existing Debt subject to the terms and conditions set forth below; and

WHEREAS, the Seller, Purchaser, Lender and Corporation desire to set forth their understandings with respect to their respective obligations as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the covenants contained herein, and other good and valuable consideration, the receipt of which is acknowledged by the parties hereto, the undersigned parties agree as follows:

AGREEMENT

1. Assignment and Assumption. Simultaneous with the closing of the Stock Purchase Agreement, the Seller hereby assigns and transfers the Existing Debt to the Corporation and the Corporation hereby agrees to assume the Existing Debt. The Lender hereby consents to the assignment and transfer of the Existing Debt by the Seller to the Corporation and the assumption of the Existing Debt by the Corporation. The Purchaser agrees to the assignment and transfer of the Existing Debt by the Seller to the Corporation and the assumption of the Existing Debt by the Corporation. Upon Lender's and of Seller’s reasonable request, the Purchaser shall cause the Corporation to execute, deliver and acknowledge all such further instruments of the assignment and transfer and do and perform all such other acts and things as Lender and or Seller may reasonably require to carry out the terms of the assignment and assumption hereunder. Without limiting the foregoing, the Purchaser shall cause the Corporation to execute a new security agreement substantially in the form as attached hereto as Exhibit A-1 and a UCC-1 financing statement for recordation by the Lender and the Corporation agrees to grant the Lender such a security interest in its assets in consideration of the Lender’s forbearance on exercising its rights to foreclose on the Corporation’s Stock. By accepting this assignment and assumption, the Lender, Purchaser and Corporation agree and acknowledge that the only obligation assumed by the Purchaser and Corporation under this assignment and assumption is the current and future payments under the terms of the Existing Debt, and the giving of a security interest in all of the assets of the Corporation for the payment obligations assumed hereunder, and only those terms of the Notes and the related transaction documents attached necessary to carry out the intent of the Lender and Purchaser shall continue in full force and effect.

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2. Release By Lender. Lender, individually and on behalf of its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, shall, and hereby does, release the Seller and its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, from any and all claims, demands, alleged sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation of any nature whatever, damages, liabilities, chosen in action, and causes of action of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, which Lender may now hold or own, or may at any time, past, present or future, hold or own against the Seller, Corporation, and Purchaser arising or resulting from any act or omission by or on the part of the Seller on or before the Closing of the Stock Purchase Agreement ("Lender's Released Claims") specifically including, but not limited to, claims arising out of or relating to the issuance the Notes, as amended, to the Lender by the Seller, any default thereon, and payment of the Existing Debt, whether based in tort, contract (express and implied), or in any other theory of recovery, whether for compensatory or punitive damages, in law or in equity, under any law or legal theory including but not limited to, state or federal, common or statutory, or otherwise. In addition, the Lender hereby agrees to execute as Seller may reasonably require a UCC-3 financing statement, in form and substance satisfactory to Seller, for recordation by the Seller to terminate the Lender’s Security Agreement in the Seller’s collateral.

3. Release By Seller. Seller, individually and on behalf of its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, shall, and hereby does, release the Lender and its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, from any and all claims, demands, alleged sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation of any nature whatever, damages, liabilities, choses in action, and causes of action of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, which the Seller may now hold or own, or may at any time, past, present or future, hold or own against the Lender, Purchaser and Corporation arising or resulting from any act or omission by or on the part of the Lender occurring on or before the closing of the Stock Purchase Agreement (“Seller's Released Claims") specifically including, but not limited to, claims arising out of the Purchaser Agreement or the issuance of the Notes to the Lender by the Seller, claims of breach of contract , whether based in tort, contract (express and implied), or in any other theory of recovery, whether for compensatory or punitive damages, in law or in equity, under any law or legal theory including but not limited to, state or federal, common or statutory, or otherwise.

4. Release By Purchaser. Purchaser, individually and on behalf of his affiliates, agents, successors, partners, employees, signs, attorneys, representatives, insurers, and related entities, shall, and hereby does, release the Seller and its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, from any and all claims, demands, alleged sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation of any nature whatever, damages, liabilities, choses in action, and causes of action of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, which Purchaser may now hold or own, or may at any time, past, present or future, hold or own against the Seller and Lender arising or resulting from any act or omission by or on the part of the Seller occurring on or before the closing of the Stock Purchase Agreement (“Seller's Released Claims") specifically including, but not limited to, claims arising out of the Purchaser Agreement or the issuance

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of the Notes to the Lender by the Seller, claims of breach ofcontract, whether based in tort, contract (express and implied), or in any other theory of recovery, whether for compensatory or punitive damages, in law or in equity, under any law or legal theory including but not limited to, state or federal, common or statutory, or otherwise.

5.____Release By the Corporation. The Corporation, individually and on behalf of its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, shall, and hereby does, release the Seller and its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, from any and all claims, demands, alleged sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation of any nature whatever, damages, liabilities, choses in action, and causes of action of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, which the Corporation may now hold or own, or may at any time, past, present or future, hold or own against the Seller or Lender arising or resulting from any act or omission by or on the part of the Seller occurring on or before the closing of the Stock Purchase Agreement (“Seller's Released Claims") specifically including, but not limited to, claims arising out of the Purchaser Agreement or the issuance of the Notes to the Lender by the Seller, claims of breach of contract , whether based in tort, contract (express and implied), or in any other theory of recovery, whether for compensatory or punitive damages, in law or in equity, under any law or legal theory including but not limited to, state or federal, common or statutory, or otherwise.

6. Waiver of Civil Code § 1542. Each of the parties hereto has been advised by counsel concerning California Civil Code § 1542 which states:

A General Release does not extend to all claims which the Lender does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

This Agreement covers and includes all claims that Lender may have against the Seller or the Seller may have against the Lender whether known or unknown, suspected or unsuspected, notwithstanding the terms of California Civil Code § 1542.

Each party hereto expressly waives any right or benefit available to him or it under the provisions of California Civil Code § 1542.

7. Unknown Facts Or Change In Facts. Each party has made such investigation of the facts as it deems necessary pertaining to this Agreement. In order to settle this claim, each party hereto voluntarily and knowingly releases the other from all future claims, both known and unknown, of the type released under this Agreement. The parties understand and agree that, if the facts with respect to or upon which this Agreement is based are found hereafter to be other than, or different from, the facts now believed to be true, they expressly accept and assume the risk of such possible difference in facts and agree that this Agreement shall be, and remain, effective notwithstanding such difference in facts. Each releasing party understands that this means it cannot later make a claim regarding any matter covered by this Release arising against the other party, even if the releasing party did not know about the claim when it signed this Release. Each party understands that it has released any claims that it may have under California Civil Code § 1542.

8. Lender's Warranty of Ownership of Lender's Released Claims. Lender represents and warrants that: (1) it owns the Lender's Released Claims; (2) no person other than itself has or has had any claim to, title to, right in, or any interest in the Lender's Released Claim; (3) that it has the sole right and exclusive authority to execute this Agreement; and (4) that it has not sold, assigned, transferred, conveyed, or otherwise disposed of

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any Lender's Released Claims or any interest therein and will not do so. Lender shall defend, indemnify and hold harmless the Seller and its directors, officers, subsidiaries, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, from and against any and all claims, demands, alleged sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation of any nature whatsoever, whether known or unknown, suspected or unsuspected, arising or resulting from or related to, including attorneys' fees, any claim of a property or other interest in Lender's Released Claims by Lender's assigns, past or present attorneys, or other persons or entities claiming through Lender.

9. Seller's Warranty of Ownership of Seller's Released Claims. Seller represents and warrants that: (1) it owns Seller's Released Claims; (2) no person other than itself has or has had any claim to, title to, right in, or any interest in any Seller's Released Claim; (3) that it has the sole right and exclusive authority to execute this Agreement; and (4) that it has not sold, assigned, transferred, conveyed, or otherwise disposed of any Seller's Released Claims and will not so do. Seller shall defend, indemnify and hold harmless the Lender, Purchaser and the Corporation and its directors, officers, subsidiaries, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, for any and all costs and expenditures, including attorneys' fees, relating to any claim of a property or other interest in Seller's Released Claims by Seller's heirs, assigns, Lenders, past or present attorneys, or other persons or entities claiming through Seller.

10. Purchaser 's Warranty of Ownership of Purchaser's Released Claims. Purchaser represents and warrants that: (1) he owns Purchaser's Released Claims; (2) no person other than himself has or has had any claim to, title to, right in, or any interest in any of Purchaser's Released Claim; (3) that he has the sole right and exclusive authority to execute this Agreement; and (4) that he has not sold, assigned, transferred, conveyed, or otherwise disposed of any of Purchaser's Released Claims and will not so do. Purchaser shall defend, indemnify and hold harmless the Seller and its directors, officers, subsidiaries, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, for any and all costs and expenditures, including attorneys' fees, relating to any claim of a property or other interest in Purchaser's Released Claims by Purchaser's heirs, assigns, Lenders, past or present attorneys, or other persons or entities claiming through Purchaser.

11. Corporation 's Warranty of Ownership of Corporation's Released Claims. The Corporation represents and warrants that: (1) it owns Corporation's Released Claims; (2) no person other than itself has or has had any claim to, title to, right in, or any interest in any Corporation's Released Claim; (3) that it has the sole right and exclusive authority to execute this Agreement; and (4) that it has not sold, assigned, transferred, conveyed, or otherwise disposed of any Corporation's Released Claims and will not so do. Corporation shall defend, indemnify and hold harmless the Seller and its directors, officers, subsidiaries, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, for any and all costs and expenditures, including attorneys' fees, relating to any claim of a property or other interest in Corporation's Released Claims by Corporation’s heirs, assigns, Lenders, past or present attorneys, or other persons or entities claiming through Seller.

12. Warranty of No Other Claims. The parties hereto represent and warrant that they have not filed any charges, grievances, complaints, lawsuits, liens, or other claims with any court agency, professional organization, or regulatory or administrative body against any other party hereto.

13. Further Assurances. Lender agrees to execute, deliver, and acknowledge any further instruments, documents, or amendments and to do and perform all such other acts and things as may be necessary from time to time after the Effective Date, upon Issuer's reasonable request or Seller's reasonable

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request, to effectuate the purposes of this Agreement, including, without limitation, any filing, registration or recordation upon any applicable public records.

14. Notices. All written. notices, demands and request of any kind which any party may be required or may desire to serve upon the other parties hereto in connection with this Agreement shall be delivered only by courier or other means of personal service which provides written verification of receipt or by registered or certified mail return receipt requested. All notices shall be addressed to the party to be served as follows:

If to Seller:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, XX 00000

If to Purchaser:

Wing Yu

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, XX 00000

If to Lender:

Jade Special Strategy, LLC

0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000

Xxxxxxxx, XX 00000

Attn: Xxxxx Xxxxxx

With Copy to:

Xxxxxxxxx Ball Xxxxxx Xxxxxx & Xxxxxxxxxx, LLP

000 Xxx Xxxxxxx Xx., 0xx Xx.

Xxxxxxx, XX 00000

Attn: Xxxxx Xxxx, Esq.

If to the Corporation:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, XX 00000

15. Successors and Assigns Transfer of Rights. This Agreement shall be binding upon and shall inure to the benefit of the Lender’s successors and assigns.

16. Waivers and Amendments. None of the terms or provisions of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by each party to this Agreement.

17. Governing Law Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles, except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York. Unless otherwise defined herein, terms defined in the Uniform Commercial Code in effect in the State of California are used herein as therein defined. Each party hereto irrevocably and unconditionally: (i) agrees that any suit, action, or other legal proceeding arising out of this Agreement shall be tried and litigated exclusively in the state and federal courts

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located in the State of California; (ii) consents to thejurisdiction of any such court in any such suit, action, or proceeding; and (iii) waives any objection which such party may have to the laying of venue of any such suit, action, or proceeding in any such court.

18. Attorneys' Fees and Costs. Each party shall pay and bear its own costs and fees of any kind, including without limitation attorneys' fees and costs, in connection with the negotiation, drafting, and delivery of this Agreement. The execution and delivery of this Agreement by the parties shall not constitute or be construed as an admission of any wrongdoing or fault in respect of the claims released hereunder or any other claims whatsoever. In the event of any arbitration, lawsuit, or other proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the other party hereto its reasonable attorneys' fees and costs of suit_

19. Joint Effort. Each party hereto warrants that he, she, or it has had a reasonable time to review this Agreement, and in fact has read it. Each party hereto further warrants that he, she, or it has had the opportunity to consult with an attorney regarding the content and significance of this Agreement, and in fact has either so consulted or knowingly waived his, her, or its right to so consult. In executing this Agreement, each party hereto acknowledges that he, she, or it does so with full knowledge of any and all rights he, she, or it may have, and after the contents of this Agreement and its meaning and ramifications have been fully explained to him, her, or it by their respective attorney.

20. Confidentiality of this Agreement. This Agreement and all of its terns are confidential, and said confidentiality is of the essence of this Agreement. Accordingly, the parties hereto and their agents, attorneys, advisors and assigns shall keep confidential and not disclose, publicize, or knowingly permit, authorize, or instigate disclosure or publication of the Agreement or its terms or contents to any person, firm, organization, or entity of any type, whether public or private, for any reason, except to attorneys, accountants and other advisors or as required by law.

21. Severability. Should any of the provisions set forth herein be determined to be invalid, illegal, or unenforceable by any court, agency, mediator, or any other tribunal of competent jurisdiction, such term will be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity, legality, and enforceability of the other provisions herein. To this end, the provisions of this Agreement are agreed and declared to be severable.

22. Integration Clause. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter herein and supersedes any prior or contemporaneous, oral or written, agreements, understandings, or representations, if any, between the parties except as otherwise specifically set forth herein.

23. Warranty of Signatures. Each of the signatories to this Agreement represents and warrants that the signatory has full power and authority, and has been duly authorized, to execute this Agreement.

24. Captions. All headings and captions to the paragraphs of this Agreement are solely for the convenience of the parties, are not a part of this Agreement, and shall not be used for the interpretation of a determination of the validity of this Agreement or any portion hereof.

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one agreement, with the same effect as if the signatures were on the same instrument. All executed copies of this Agreement shall constitute duplicate originals and shall be equally admissible in evidence.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above written.

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FINANCIALCONTENT SERVICES, INC. (the “CORPORATION”)

By:___________________________

Its Authorized Agent

FINANCIALCONTENT, INC. (“SELLER”)

By:___________________________

Its Authorized Agent

WING YU (“PURCHASER”)

______________________________

Wing Yu

JADE SPECIAL STRATEGY, LLC (“LENDER”)

By:___________________________

Its Manager

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XXXXXXX X-0

SECURITY AGREEMENT

This Security Agreement (the “Security Agreement”), dated as of _______ __, 2008, by and between FinancialContent Services, Inc., a Delaware corporation (the “Debtor”) and Jade Special Strategy, LLC, a Delaware limited liability company (the “Secured Party”).

Background

FinancialContent Inc., the sole shareholder of Debtor ("Parent"), issued certain promissory notes to the Secured Party (the “Notes”). The aggregate outstanding principal balance of the Notes as of the date hereof is $1,1650,000 (the "Existing Debt"). The Notes are secured by a lien on all or substantially all of the assets of Parent, including without limitation, the stock of Debtor.

FinancialContent Services, Inc., the original maker of the Notes is in default on its obligations thereunder. To induce the Secured Party to forebear on its right to foreclose on the stock of Debtor and exercise other remedies available to Secured Party pursuant to the Security Agreement between Parent and Secured Party dated on or about February 13, 2006, as amended, the Parent has agreed to sell all of the shares of Debtors capital stock pursuant to a Stock Purchase Agreement among the Debtor, the Parent and the Secured Party dated as of the date hereof (the “Stock Purchase Agreement”).

The Debtor will assume the Notes and the Existing Debt from Parent as of the effective date of the Stock Purchase Agreement. As a further inducement for the Secured Party to forebear on its rights, the Debtor has agreed to provide the Secured Party with a first priority security interest in the Collateral (as hereinafter defined).

N O W, T H E R E F O R E,

In consideration of the promises and the mutual covenants and agreements herein set forth, the Debtor hereby agrees with the Secured Party as follows:

Section 1. Grant of Security Interest. The Debtor hereby grants to the Secured Party, on the terms and conditions hereinafter set forth, a first priority security interest in the collateral hereinafter identified (the “Collateral”).

Section 2. Collateral. The Collateral is all tangible and intangible assets of the Debtor of whatever kind and nature (including without limitation all intellectual property of whatever kind or nature of the Debtor including patents, trademarks, tradenames, copyrights and all other intellectual property and any applications or registrations therefore, accounts, chattel paper, commercial tort claims, documents, equipment, farm products, general intangibles, instruments, inventory, investment property, and the stock of all of Debtor’s subsidiaries), in each case whether now owned or hereafter acquired and wherever located, and all proceeds thereof, together with all proceeds, products, replacements and renewals thereof.

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Section 3. Representations and Warranties; Covenants. The Debtor hereby warrants and covenants as follows:

(a)

The Debtor has title to the Collateral free from any lien, security interest, encumbrance or claim (confirm for inventory and any other trades payable).

(b)

The Debtor will maintain the Collateral so as to preserve its value subject to wear and tear in the ordinary course.

(c)

The Debtor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(d)

The Debtor will pay when due all existing or future charges, liens, or encumbrances on the Collateral, and will pay when due all taxes and assessments now or hereafter imposed or affecting it unless such taxes or assessments are diligently contested by the Debtor in good faith and reasonable reserves are established therefor.

(e)

All information with respect to the Notes and the Collateral and account debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by the Debtor to the Secured Party, and all other written information heretofore or hereafter furnished by the Debtor to the Secured Party, is or will be true and correct in all material respects, as of the date furnished.

(f)

Promptly following execution of this Agreement, the Secured Party will prepare, execute and file with the Secretary of State in the State of Delaware, a UCC-1 Financing Statement covering the Collateral, naming the Secured Party as Secured Party thereunder.

(g)

The Debtor will keep its records concerning the Collateral at its address shown in Section 18 below. Such records will be of such character as to enable the Secured Party or their representatives to determine at any time the status thereof, and the Debtor will not, unless the Secured Party shall otherwise consent in writing, maintain any such record at any other address.

(h)

The Debtor will furnish the Secured Party information on a quarterly basis concerning the Debtor, the Notes and the Collateral as the Secured Party may at any time reasonably request.

(i)

The Debtor will permit the Secured Party and its representatives at any reasonable time on five (5) day prior written notice to inspect any and all of the Collateral, and to inspect, audit and make copies of and extracts from all records and all other papers in possession of the Debtor pertaining to the Notes and the Collateral and will, on request of the Secured Party, deliver to the Secured Party all such records and papers for the purpose of enabling the Secured Party to inspect, audit and copy same. Any of the Debtor’s records delivered to the Secured Party shall

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be returned to the Debtor as soon as the Secured Party shall have completed its inspection, audit and/or copying thereof.

(j)

The Debtor will, at such times as the Secured Party may request, deliver to the Secured Party a schedule identifying the Collateral subject to the security interest of this Security Agreement, and such additional schedules, certificates, and reports respecting all or any of the Collateral at the time subject to the security interest of this Security Agreement, and the items or amounts received by the Debtor in full or partial payment or otherwise as proceeds received in connection with any Collateral. Any such schedule, certificate or report shall be executed by a duly authorized officer of the Debtor on behalf of the Debtor and shall be in such form and detail as the Secured Party may specify. The Debtor shall immediately notify the Secured Party of the occurrence of any event causing loss or depreciation in the value of the Collateral, and the amount of such loss or depreciation.

(k)

If and when so requested by the Secured Party, the Debtor will stamp on the recordsof the Debtor concerning the Collateral a notation, in a form satisfactory to the Secured Party, of the security interest of the Secured Party under this Security Agreement.

Section 4. Disposition of Collateral in Ordinary Course. Debtor shall not sell, transfer, assign, convey, license, grant any right to use or otherwise dispose of any Collateral except in the ordinary course of business, without the prior written consent of the Secured Party.

Section 5. Secured Party May Perform. Upon the occurrence and continuation of an “Event of Default” under any of the Notes, at the option of the Secured Party, the Secured Party may discharge taxes, liens or security interests, or other encumbrances at any time hereafter levied or placed on the Collateral; may pay for insurance required to be maintained on the Collateral pursuant to Section 3; and may pay for the maintenance and preservation of the Collateral. The Debtor agrees to reimburse the Secured Party on demand for any payment made, or any expense incurred, by the Secured Party pursuant to the foregoing authorization. Until the occurrence and continuation of an Event of Default, the Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this the Security Agreement.

Section 6. Obligations Secured; Certain Remedies. This Security Agreement secures the payment and performance of all obligations of the Debtor to the Secured Party under the Notes, whether now existing or hereafter arising and whether for principal, interest, costs, fees or otherwise (collectively, the “Obligations”). The Debtor acknowledges that the amount of the Existing Debt is $1,165,000 exclusive of interest as of the date hereof and Debtor owes such amount without any defense, set-off or counterclaim. Upon the occurrence and continuation of an Event of Default under any of the Notes, the Secured Party may declare all obligations secured hereby immediately due and payable and may exercise the remedies of a secured party under the Uniform Commercial Code. Without limiting the foregoing, the Secured Party may require the Debtor to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties or to execute appropriate documents of assignment, transfer and

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conveyance, in each case, in order to permit the Secured Party to take possession of and title to the Collateral. Unless the Collateral is perishable or threatens to decline rapidly in value or is of a type customarily sold on a recognized market, the Secured Party will give the Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed to the Debtor via registered or certified mail, postage prepaid, at least fifteen (15) days before the time of sale or disposition. Expenses of retaking, holding, preparing for sale, selling or the like, shall include the Secured Party’s reasonable attorneys’ fees and legal expenses.

Section 7. Debtor Remains Liable. Anything herein to the contrary notwithstanding:

(a)

Notwithstanding the exercise of any remedy available to the Secured Party hereunder or at law in connection with an Event of Default, the Debtor shall remain liable to repay the balance remaining unpaid and outstanding under the Notes after the value or proceeds received by the Secured Party in connection with such remedy is subtracted. The Secured Party shall promptly deliver and pay over to the Debtor any portion of the value or proceeds received in connection with such remedy that remains after the unpaid and outstanding portion of the Notes is paid in full.

(b)

The Debtor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements to the same extent as if this Security Agreement had not been executed.

(c)

The exercise by the Secured Party of any of its rights hereunder shall not release the Debtor from any of its duties or obligations under any such contracts or agreements included in the Collateral.

(d)

The Secured Party shall not have any obligation or liability under any such contracts or agreements included in the Collateral by reason of this Security Agreement, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 8. Security Interest Absolute. All rights of the Secured Party and the security interests granted to the Secured Party hereunder shall be absolute and unconditional, to the maximum extent permitted by law, irrespective of:

(a)

Any lack of validity or enforceability of the Notes or any other document or instrument relating thereto;

(b)

Any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations or any other amendment to or waiver of or any consent to any departure from the Notes or any other document or instrument relating thereto;

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(c)

Any exchange, release or non-perfection of any collateral (including the Collateral), or any release of or amendment to or waiver of or consent to or departure from any guaranty, for all or any of the Obligations; or

(d)

Any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Debtor, a guarantor or a third party grantor of a security interest.

Section 9. Additional Assurances. At the request of the Secured Party, the Debtor will join in executing or will execute, as appropriate, all necessary financing statements in a form satisfactory to the Secured Party, and the Debtor will pay the cost of filing such statements, including all statutory fees. The Debtor will further execute all other instruments deemed necessary by the Secured Party and pay the cost of filing such instruments. The Debtor warrants that no financing statement covering Collateral or any part or proceeds thereof is presently on file in any public office. The Debtor covenants that it will not grant any other security interest in the Collateral without first obtaining the written consent of the Secured Party.

Section 10. Representations, Warranties and Covenants Concerning Debtor’s Legal Status.

(a) The Debtor has previously executed and delivered to the Secured Party a Perfection Certificate in the form of Schedule I hereto. The Debtor represents and warrants to the Secured Party as follows:

(i)

Debtor’s exact legal name is as indicated on the Perfection Certificate and on the signature page hereof;

(ii)

Debtor is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate;

(iii)

the Perfection Certificate accurately sets forth Debtor’s organizational identification number or accurately states that Debtor has none;

(iv)

the Perfection Certificate accurately sets forth Debtor’s place of business or, if more than one, its chief executive office as well as Debtor’s mailing address, if different; and

(v)

all other information set forth on the Perfection Certificate is accurate and complete.

(b)

The Debtor covenants with the Secured Party as follows:

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(i)

without providing 15 days prior written notice to the Secured Party, Debtor will not change its name, its place of business, or, if more than one, its chief executive offices or its mailing address or organizational identification number, if it has one

(ii)

if Debtor does not have an organizational identification number and later obtains one, Debtor shall forthwith notify the Secured Party of such organizational identification number; and

(iii)

Debtor will not change its type of organization, jurisdiction of organization or other legal structure, unless Debtor is subject to a merger, acquisition or Liquidity Event.

Section 11. Expenses. The Debtor will upon demand pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral upon the occurrence and continuation of an Event of Default, (ii) the exercise or enforcement of any of the rights of the Secured Party hereunder, or (iii) the failure by the Debtor to perform or observe any of the provisions hereof.

Section 12. Notices of Loss or Depreciation. The Debtor will immediately notify the Secured Party of any claim, suit or proceeding against any Collateral or any event causing loss or depreciation in the value of Collateral, including the amount of such loss or depreciation

Section 13. No Waivers. No waiver by the Secured Party of any default shall operate as a waiver of any other default or of the same default on any subsequent occasion.

Section 14. Successor and Assigns. The Secured Party shall have the right to assign this Security Agreement and its rights hereunder without the consent of the Debtor. All rights of the Secured Party shall inure to the benefit of the successors and assigns of the Secured Party. All obligations of the Debtor shall be binding upon the Debtor’s successors and assigns.

Section 15. Governing Law; Jurisdiction. This Security Agreement shall be governed by the laws of the State of New York, without giving effect to such jurisdiction’s principles of conflict of laws, except to the extent that the validity or the perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York. Each of the parties hereto submits to the personal jurisdiction of and each agrees that all proceedings relating hereto shall be brought in federal or state courts located within Nassau or Suffolk Counties in the State of New York.

Section 16. Counterparts. This Security Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

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Section 17. Remedies Cumulative. The rights and remedies herein are cumulative, and not exclusive of other rights and remedies which may be granted or provided by law.

Section 18. Notices. Any demand upon or notice to the Debtor hereunder shall be effective when delivered by hand or when properly deposited in the mails postage prepaid, or sent by electronic facsimile transmission, receipt acknowledged, or delivered to an overnight courier, in each case addressed to the Debtor at the address shown below or as it appears on the books and records of the Secured Party. Demands or notices addressed to any other address at which the Secured Party customarily communicates with the Debtor also shall be effective. Any notice by the Debtor to the Secured Party shall be given as aforesaid, addressed to the Secured Party at the address shown below or such other address as the Secured Party may advise the Debtor in writing:

If to the Secured Party:

Jade Special Strategy, LLC

0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000X

Xxxxxxxx, XX 00000

With a copy to:

Xxxxxxxxx Ball Xxxxxx Xxxxxx & Xxxxxxxxxx, LLP

000 Xxx Xxxxxxx Xxxx

Xxxxxxx, XX 00000

Attn: Xxxx X. Xxxxxx, Esq.

If to the Debtor:

FinancialContent Services, Inc.

000 Xxxxxxx Xxxxxx Xxxxx

Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attn.: Mr. Wing Yu

Section 19. Entire Agreement. This Security Agreement and the documents and instruments referred to herein embody the entire agreement entered into between the parties relating to the subject matter hereof, and may not be amended, waived, or discharged except by an instrument in writing executed by the Secured Party.

Section 20. Termination. This Security Agreement shall terminate upon the repayment in full of the Notes upon which the Secured Party shall cooperate in the filing of the necessary or appropriate documents and instruments to release the security interest created hereby and will execute and deliver any and all documents and/or instruments reasonably requested by Debtor in connection therewith.

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IN WITNESS WHEREOF, the parties hereto, by their duly authorized agents, have executed this Security Agreement as of the date set forth above.

FINANCIALCONTENT SERVICES, INC.

By:___________________________________________

Name:

Title:

JADE SPECIAL STRATEGY, LLC

By:___________________________________________

Name:

Title:

Manager

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SCHEDULE I

PERFECTION CERTIFICATE

The undersigned, the Chief Executive Officer of FinancialContent Services, Inc., a Delaware corporation (the "Company"), hereby certifies, with reference to a certain Security Agreement, dated as of ________, 2008 (terms defined in such Security Agreement having the same meanings herein as specified therein), between the Company and Jade Special Strategy, LLC (the "Secured Party"), to the Secured Party as follows:

1. Name. The exact legal name of the Company as that name appears on its Certificate of Incorporation is as follows: FinancialContent Services, Inc.

Other Identifying Factors.

(a) The following is the mailing address of the Company:

Address

County

State

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx City___________________________San Mateo_____California

(b) If different from its mailing address, the Company’s place of business or, if more than one, its chief executive office is located at the following address:

Address

County

State

____________Same as above

(c)

The following is the type of organization of the Company: Corporation

(d) The following is the jurisdiction of the Company’s organization: Delaware.

(e) The following is the Company's state issued organizational identification number: ___________________

Other Names, Etc.

The following is a list of all other names (including trade names or similar appellations) used by the Company, or any other business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years: FinancialContent

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Other Current Locations.

(a) The following are all other locations in the United States of America in which the Company maintain any books or records relating to any of the Collateral consisting of accounts, instruments, chattel paper, general intangibles or mobile goods:

Address

County

State

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx City

San Mateo

California

(b) The following are all other places of business of the Company in the United States of America:

Address

County

State

None

(c) The following are all other locations in the United States of America where any of the Collateral consisting of inventory or equipment is located:

Address

County

State

200 Xxxx Avenue

San Francisco_______________San Francisco________________California

(d) The following are the names and addresses of all persons or entities other than the Company, such as lessees, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral consisting of instruments, chattel paper, inventory or equipment:

Name

Mailing Address

County

State

None

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IN WITNESS WHEREOF, I have hereunto signed this Perfection Certificate on _____ __, 2008.

_____________________________

Name: Wing Yu

Title

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EXHIBIT B

PROMISSORY NOTE

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PROMISSORY NOTE

May ___, 2008

$50,000.00

PROMISSORY NOTE. Subject to all the following terms and conditions set forth in this Promissory Note (this “Note”), FinancialContent, Inc., a Delaware corporation (the “Company”), for value received, promises to pay to Jade Special Strategy, LLC (the “Holder”), in accordance with the provisions hereof, on April ___, 2010, the principal amount of Fifty Thousand Dollars ($50,000.00), with interest as set forth in Section 2 below accrued on such unpaid and principal amount from time to time outstanding until paid. All payments of principal and/or interest under this Note will be made at the office of the Holder as set forth below.

2. INTEREST. Interest under this Note shall accrue at the rate of six (6) percent, compounded annually, from the date of such Note until paid in full. Such interest shall only be payable upon the repayment of all principal due hereunder or as otherwise specified herein.

SECURITY AGREEMENT. n/a

ACCELERATION. Notwithstanding the provisions contained in this Note, the entire amount of principal advanced to the Company under this Note and remaining unpaid, plus all unpaid interest on unpaid principal under this Note, shall immediately be due and payable upon an Event of Default (as hereinafter defined).

EVENTS OF DEFAULT. If any of the following events shall occur (each herein individually referred to as an “Event of Default”), the Company shall immediately provide notice thereof to the Holder of this Note, who may declare the entire unpaid principal and accrued interest on this Note immediately due and payable, by written notice to the Company effective upon dispatch (provided that upon the occurrence of an event described in subsection 4.1 or 4.2 below, the entire unpaid principal and accrued interest on this Note shall immediately become due and payable), without any other presentment, demand, protest or other notice of any kind or character, all of which are hereby expressly waived, anything herein to the contrary notwithstanding:

The institution by the Company of proceedings to be adjudicated bankrupt or insolvent, or the cconsent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or aanswer or consent seeking reorganization or release under the Federal Bankruptcy Code, or any other similar ffederal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liliquidator, assignee, trustee, or other similar official, of the Company, or of any substantial part of its property, or tthe making by it of an assignment for the benefit of creditorsns; or

If, within sixty (60) days after the commencement of an action against the Company seeking any bbankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future sstatute, law or regulation, such action shall not have been dismissed or all orders or proceedings thereunder aaffecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding sshall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or

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oacquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated; or

The Company shall have defaulted in payment of principal or interest under this Note and such default shall have continued for ten days following written notice thereof from the Holder.

REPRESENTATIONS. The Company hereby represents and warrants that:

Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Due Authorization, Execution and Enforceability. The execution and delivery by the Company of and the performance of its obligations under this Note have been duly authorized by all necessary corporate action on the part of the Company and this Note has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms.

No Default or Conflicts. The execution and delivery of this Note by the Company and the performance by the Company of its obligations under this Note do not and will not conflict with or result in a violation or breach of, or require any consent, approval, authorization or order under, (i) any applicable law, statute, rule or regulation, judgment, injunction, order, decree or agreement or (ii) the certificate of incorporation or bylaws of the Company.

NO RIGHTS OR LIABILITIES AS STOCKHOLDER. This Note does not by itself entitle the Holder to any voting rights or other rights as a stockholder of the Company

AMENDMENT; WAIVER. Any term of this Note may be amended, and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively) by the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with the previous sentence shall be binding upon each future holder or transferee of this Note (or part thereof) and the Company. The Company and all endorsers and guarantors of this Note hereby waive presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity and notice of protest for nonpayment of this Note and consent to any extension or postponement of the time of payment or any other indulgence.

ASSIGNMENT. This Note may not be assigned or transferred by the Holder without the prior written consent of the Company.

SUCCESSORS AND ASSIGNS. Subject to Section 8, all covenants, agreements and undertakings in this Note by or on behalf of any of the parties shall bind and inure to the benefit of the respective successors and assigns of the parties whether so expressed or not.

TREATMENT OF NOTE. To the extent permitted by generally accepted accounting principles, the Company will treat, account and report the Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state or local tax authorities.

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HEADINGS. The headings in this Note are for purposes of convenience of reference only, and shall not be used to interpret this Note.

NOTICES. Any notice, request or other communication required or permitted hereunder must be given in writing and shall be deemed to have been duly given when personally delivered or when deposited in the United States mail by registered or certified mail, postage prepaid or sent via a nationally recognized overnight courier service to the Company or the Holder at their respective addresses set forth below:

To the Company:

FinancialContent, Inc.

000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000

Xxxxx Xxx Xxxxxxxxx, XX 00000

Fax: 000-000-0000

To the Holder:

Jade Special Strategy, LLC 0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Fax:

The Company or Holder may each by written notice so given change its address for future notices hereunder.

GOVERNING LAW; JURISDICTION. This Note shall be construed and enforced in accordance with, and governed by, the internal laws of the State of New York, excluding that body of law applicable to conflicts of law.

ATTORNEYS’ FEES. The parties hereto shall pay their own legal fees. If action is brought to enforce the provisions of this Note, the prevailing party shall be entitled to recover its reasonable costs and expenses, including legal fees and disbursements of counsel.

TERMS BINDING. By execution hereof, the Holder of this Note (and each subsequent holder of this Note) accepts and agrees to be bound by all the terms and conditions of this Note.

SEVERABILITY. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced or disturbed thereby.

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ENTIRE AGREEMENT. This Note constitutes and contains the entire agreement of the parties and supersedes any and all prior negotiations, correspondence, understandings, agreements, duties or obligations between the parties respecting the subject matter hereof.

IN WITNESS WHEREOF, the parties have entered into this Note as of the date first written above.

FINANCIALCONTENT, INC.

a Delaware corporation

By:

______________________________

Name:

Title:

Authorized Agent

JADE SPECIAL STRATEGY, LLC

By:

_______________________________

Name: Xxxxx Xxxxxx

Title:

Manager

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EXHIBIT C-1

SERIES A WARRANT ISSUED FEBRURARY 13, 2006

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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

SERIES A WARRANT TO PURCHASE

SHARES OF COMMON STOCK

FINANCIALCONTENT, INC.

Expires February 13, 2011

No.: W-A-06- __

Number of Shares: 116,667

Date of Issuance: February 13, 2006

FOR VALUE RECEIVED, the undersigned, FinancialContent, Inc., a Delaware corporation (together with its successors and assigns, the "Issuer"), hereby certifies that Jade Special Strategy, LLC or its registered assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to one hundred sixteen thousand six hundred sixty seven (116,667) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Section 8 hereof.

1. Term. The term of this Warrant shall commence on February 13, 2006 and shall expire at 6:00 p.m., eastern time, on February 13, 2011 (such period being the "Term").

Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.

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Issuer, and by the payment to the Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by "cashless exercise" in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant.

(c)

Cashless Exercise. n/a

(d) Issuance of Stock Certificates. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall be delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days after such exercise (the “Delivery Date”) or, at the request of the Holder (provided that a registration statement under the Securities Act providing for the resale of the Warrant Stock is then in effect), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise (provided, however that the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC or certificates free of restrictive legends if such exercise is in connection with a sale (as evidenced by documentation furnished to and reasonably satisfactory to the Issuer) and the registration statement providing for the resale of the Warrant Stock is effective, and the Holder hereof shall be deemed for all purposes to be the holder of the shares of Warrant Stock so purchased as of the date of such exercise and (ii) unless this Warrant has expired, a new Warrant representing the number of shares of Warrant Stock, if any, with respect to which this Warrant shall not then have been exercised (less any amount thereof which shall have been canceled in payment or partial payment of the Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at the Issuer's expense within such time.

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with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

(f) Transferability of Warrant. Subject to Section 2(h) hereof, this Warrant may be transferred by a Holder without the consent of the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant thereto.

(g) Continuing Rights of Holder. The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

(h)

Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

(ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form:

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

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AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

(iii) The Issuer agrees to reissue this Warrant or certificates representing any of the Warrant Stock, without the legend set forth above if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Issuer with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond to any such notice from a holder within three (3) business days. In the case of any proposed transfer under this Section 2(h), the Issuer will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2(h) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the Warrant Stock is required to be issued to a the Holder without a legend, in lieu of delivering physical certificates representing the Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC Fast Automated Securities Transfer program, the Issuer shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Stock to the Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant).

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(i) Accredited Investor Status. In no event may the Holder exercise this Warrant in whole or in part unless the Holder is an “accredited investor” as defined in Regulation D under the Securities Act.

Stock Fully Paid; Reservation and Listing of Shares; Covenants.

(a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by or through the Issuer. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of issuance upon exercise of this Warrant a number of shares of Common Stock equal to at least one hundred twenty percent (120%) of the aggregate number of shares of Common Stock to provide for the exercise of this Warrant.

(b) Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder (provided that such Warrant Stock has been registered pursuant to a registration statement under the Securities Act then in effect), and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

(c) Covenants. The Issuer shall not by any action including, without limitation, amending the Certificate of Incorporation or the by-laws of the Issuer, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without limiting the generality of the foregoing, the Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision of the Certificate of Incorporation or by-laws of the Issuer in any manner that would adversely affect the rights of the Holders of the Warrants, (iii) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant, and (iv) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its obligations under this Warrant.

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(d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same number of shares of Common Stock.

4. Adjustment of Warrant Price. The price at which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.

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(a)

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.

(i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

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to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

(b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:

(i) make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment.

(c) Certain Other Distributions. If at any time the Issuer shall make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive any dividend or other distribution of:

(i) cash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),

(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares of Common Stock), or

(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares of Common Stock),

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then (1) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (A) the numerator of which shall be the Per Share Market Value of Common Stock at the date of taking such record and (B) the denominator of which shall be such Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Issuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4(b).

(d)

Issuance of Additional Shares of Common Stock. n/a

(e)

Issuance of Common Stock Equivalents. n/a

(f) Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such Common Stock Equivalents, or the right of conversion or exchange in such Common Stock Equivalents, shall expire, and all or a portion of such or the right of conversion or exchange with respect to all or a portion of such Common Stock Equivalents, as the case may be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be increased, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock theretofore actually issued or issuable pursuant to the previous exercise of Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which Additional Shares of Common Stock are issuable under such Common

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Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

(h) Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:

(i)

Computation of Consideration. n/a

(ii) When Adjustments to Be Made. The adjustments required by this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that would otherwise be required may be postponed (except in the case of a subdivision or combination of shares of the Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of exercise if such adjustment either by itself or with other adjustments not previously made adds or subtracts less than one percent (1%) of the shares of Common Stock for which this Warrant is exercisable immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount (except as aforesaid) which is postponed shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 4 and not previously made, would result in a minimum adjustment or on the date of exercise. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.

(iii) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100^th) of a share.

(iv) When Adjustment Not Required. If the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.

(i) Form of Warrant after Adjustments. The form of this Warrant need not be changed because of any adjustments in the Warrant Price or the number and kind of Securities purchasable upon the exercise of this Warrant.

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property shall be held in escrow for the Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall be cancelled by the Issuer and escrowed property returned.

5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an "adjustment"), the Issuer shall prepare and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder), and the Warrant Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of this Warrant with respect to the matters set forth in such certificate may at the option of the Holder of this Warrant be submitted to a national or regional accounting firm reasonably acceptable to the Issuer and the Holder, provided that the Issuer shall have ten (10) days after receipt of notice from such Holder of its selection of such firm to object thereto, in which case such Holder shall select another such firm and the Issuer shall have no such right of objection. The firm selected by the Holder of this Warrant as provided in the preceding sentence shall be instructed to deliver a written opinion as to such matters to the Issuer and such Holder within thirty (30) days after submission to it of such dispute. Such opinion shall be final and binding on the parties hereto. The costs and expenses of the initial accounting firm shall be paid equally by the Issuer and the Holder and, in the case of an objection by the Issuer, the costs and expenses of the subsequent accounting firm shall be paid in full by the Issuer.

6. Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall round the number of shares to be issued upon exercise up to the nearest whole number of shares.

7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder at such time, the number of shares of Common Stock which would result in such Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the "Waiver Notice") that such Holder would like to waive this Section 7(a) with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7(a) will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant.

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(b) The Holder may not exercise the Warrant hereunder to the extent such exercise would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares of Common Stock, including shares issuable upon exercise of the Warrant held by the Holder after application of this Section; provided, however, that upon a holder of this Warrant providing the Issuer with a Waiver Notice that such holder would like to waive this Section 7(b) with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7(b) shall be of no force or effect with regard to those shares of Warrant Stock referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant.

8. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

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“Board" shall mean the Board of Directors of the Issuer.

"Capital Stock" means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type.

"Certificate of Incorporation" means the Certificate of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law.

"Common Stock" means the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

"Common Stock Equivalent" means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

"Convertible Securities" means evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for Additional Shares of Common Stock. The term "Convertible Security" means one of the Convertible Securities.

"Governmental Authority" means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign.

"Holders" mean the Persons who shall from time to time own any Warrant. The term "Holder" means one of the Holders.

"Independent Appraiser" means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant.

"Issuer" means FinancialContent, Inc., a Delaware corporation, and its successors.

"Majority Holders" means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

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"Original Issue Date" means February 13, 2006.

"OTC Bulletin Board" means the over-the-counter electronic bulletin board.

"Other Common" means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount.

“Outstanding Common Stock” means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

"Person" means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature.

"Per Share Market Value" means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

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"Securities" means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument convertible into or exchangeable for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. "Security" means one of the Securities.

"Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

"Subsidiary" means any corporation at least 50% of whose outstanding Voting Stock shall at the time be owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

"Term" has the meaning specified in Section 1 hereof.

"Trading Day" means (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the Common Stock is not traded on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

"Voting Stock" means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation, other than Capital Stock having such power only by reason of the happening of a contingency.

"Warrants" means this Warrant, and any other warrants of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

"Warrant Price" initially means $0.75, as such price may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto.

"Warrant Share Number" means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

"Warrant Stock" means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

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Other Notices. In case at any time:

(A)

the Issuer shall make any distributions to the holders of Common Stock; or

(B)

the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or

(C)

there shall be any reclassification of the Capital Stock of the Issuer; or

(D)

there shall be any capital reorganization by the Issuer; or

(E)

there shall be any (i) consolidation or merger involving the Issuer or (ii) sale, transfer or other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or

(F)

there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder of the date on which (i) the books of the Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Issuer's transfer books are closed in respect thereto. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

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any provision of this Section 10 without the consent of the Holder of this Warrant. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to all holders of the Warrants.

11. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

12. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Issuer:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attention: Chief Executive Officer

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

If to any Holder:

At the address of such Holder set forth on Exhibit A to this Agreement, with copies to Holder’s counsel as set forth on Exhibit A or as specified in writing by such Holder with copies to:

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with copies (which copies

shall not constitute notice)

to:	Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxxxxxx X. Xxxxxxx

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

13. Warrant Agent. The Issuer may, by written notice to each Holder of this Warrant, appoint an agent having an office in New York, New York for the purpose of issuing shares of Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.

14. Remedies. The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

15. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any such Holder or Holder of Warrant Stock.

16. Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been contained herein.

17. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and year first above written.

FINANCIALCONTENT, INC.

By:___________________________________

Name:

Title:

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EXERCISE FORM

SERIES A WARRANT

FINANCIALCONTENT, INC.

The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by the within Warrant.

Dated: _________________

Signature

___________________________

Address

_____________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________

ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation.

Dated: _________________

Signature

___________________________

Address

_____________________

PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation.

Dated: _________________

Signature

___________________________

Address

_____________________

FOR USE BY THE ISSUER ONLY:

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This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________.

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EXHIBIT C-2

SERIES B WARRANT ISSUED FEBRURARY 13, 2006

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SERIES B WARRANT TO PURCHASE

SHARES OF COMMON STOCK

FINANCIALCONTENT, INC.

Expires February 13, 2011

No.: W-A-06- __

Number of Shares: 116,667

Date of Issuance: February 13, 2006

1. Term. The term of this Warrant shall commence on February 13, 2006 and shall expire at 6:00 p.m., eastern time, on February 13, 2011 (such period being the "Term").

Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.

(b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by "cashless exercise" in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act

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providing for the resale of the Warrant Stock is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant.

(c)

Cashless Exercise. n/a

(e) Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies

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available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

(h)

Compliance with Securities Laws.

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THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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Stock Fully Paid; Reservation and Listing of Shares; Covenants.

(c) Covenants. The Issuer shall not by any action including, without limitation, amending the Certificate of Incorporation or the by-laws of the Issuer, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, to avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without limiting the generality of the foregoing, the Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision of the Certificate of Incorporation or by-laws of the Issuer in any manner that would adversely affect the rights of the Holders of the Warrants, (iii) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant, and (iv) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its obligations under this Warrant.

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(a)

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.

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(ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

(b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:

(i) make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

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(i) cash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),

(d)

Issuance of Additional Shares of Common Stock. n/a

(g)

Issuance of Common Stock Equivalents. n/a

(h) Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such Common Stock

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Equivalents, or the right of conversion or exchange in such Common Stock Equivalents, shall expire, and all or a portion of such or the right of conversion or exchange with respect to all or a portion of such Common Stock Equivalents, as the case may be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be increased, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock theretofore actually issued or issuable pursuant to the previous exercise of Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which Additional Shares of Common Stock are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

(i)

Computation of Consideration. n/a

(iii) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100^th) of a share.

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(j) Escrow of Warrant Stock. If after any property becomes distributable pursuant to this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, and the Holder exercises this Warrant, any shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed the last shares of Common Stock for which this Warrant is exercised (notwithstanding any other provision to the contrary herein) and such shares or other property shall be held in escrow for the Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall be cancelled by the Issuer and escrowed property returned.

-73-

8. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

-74-

“Board" shall mean the Board of Directors of the Issuer.

"Common Stock" means the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

"Common Stock Equivalent" means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

"Holders" mean the Persons who shall from time to time own any Warrant. The term "Holder" means one of the Holders.

"Issuer" means FinancialContent, Inc., a Delaware corporation, and its successors.

"Majority Holders" means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

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"Original Issue Date" means February 13, 2006.

"OTC Bulletin Board" means the over-the-counter electronic bulletin board.

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"Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

"Term" has the meaning specified in Section 1 hereof.

"Warrant Price" initially means $0.75, as such price may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto.

"Warrant Stock" means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

-77-

Other Notices. In case at any time:

(A)

the Issuer shall make any distributions to the holders of Common Stock; or

(B)

the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or

(C)

there shall be any reclassification of the Capital Stock of the Issuer; or

(D)

there shall be any capital reorganization by the Issuer; or

(E)

(F)

there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;

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Number, increase the Warrant Price,shorten the period during which this Warrant may be exercised or modify any provision of this Section 10 without the consent of the Holder of this Warrant. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to all holders of the Warrants.

If to the Issuer:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attention: Chief Executive Officer

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

If to any Holder:

At the address of such Holder set forth on Exhibit A to this Agreement, with copies to Holder’s counsel as set forth on Exhibit A or as specified in writing by such Holder with copies to:

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with copies (which copies

shall not constitute notice)

to:	Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxxxxxx X. Xxxxxxx

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

17. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and year first above written.

FINANCIALCONTENT, INC.

By:________________________________

Name:

Title:

-81-

EXERCISE FORM

SERIES A WARRANT

FINANCIALCONTENT, INC.

The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by the within Warrant.

Dated: _________________

Signature

___________________________

Address

_____________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________

ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

PARTIAL ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

FOR USE BY THE ISSUER ONLY:

-82-

-83-

EXHIBIT C-3

SERIES A WARRANT ISSUED MARCH 31, 2006

-84-

SERIES A WARRANT TO PURCHASE

SHARES OF COMMON STOCK

FINANCIALCONTENT, INC.

Expires March 31, 2011

No.: W-A-06- __

Number of Shares: 116,667

Date of Issuance: March 31, 2006

1. Term. The term of this Warrant shall commence on March 31, 2006 and shall expire at 6:00 p.m., eastern time, on March 31, 2011 (such period being the "Term").

Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.

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providing for the resale of the Warrant Stock is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant.

(c) Cashless Exercise. Notwithstanding any provisions herein to the contrary and commencing one (1) year following the Original Issue Date if (i) the Per Share Market Value of one share of Common Stock is greater than the Warrant Price (at the date of calculation as set forth below) and (ii) a registration statement under the Securities Act providing for the resale of the Warrant Stock is not then in effect by the date such registration statement is required to be effective pursuant to the Registration Rights Agreement (as defined in the Purchase Agreement) or not effective at any time during the Effectiveness Period (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X = Y - (A)(Y)

Where

X =

the number of shares of Common Stock to be issued to the Holder.

Y =

the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.

A =

the Warrant Price.

B =

the Per Share Market Value of one share of Common Stock.

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thereof which shall have been canceled in payment or partial payment of the Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at the Issuer's expense within such time.

-87-

exercise in accordance with the terms of thisWarrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

(h)

Compliance with Securities Laws.

-88-

or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond to any such notice from a holder within three (3) business days. In the case of any proposed transfer under this Section 2(h), the Issuer will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2(h) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the Warrant Stock is required to be issued to a the Holder without a legend, in lieu of delivering physical certificates representing the Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC Fast Automated Securities Transfer program, the Issuer shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Stock to the Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant or the Purchase Agreement).

Stock Fully Paid; Reservation and Listing of Shares; Covenants.

-89-

-90-

(a)

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.

-91-

(b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:

(i) make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

(i) cash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),

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(d)

Issuance of Additional Shares of Common Stock. n/a

(i)

Issuance of Common Stock Equivalents. n/a

(j) Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such Common Stock Equivalents, or the right of conversion or exchange in such Common Stock Equivalents, shall expire, and all or a portion of such or the right of conversion or exchange with respect to all or a portion of such Common Stock Equivalents, as the case may be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be increased, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock theretofore actually issued or issuable pursuant to the previous exercise of Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which Additional Shares of Common Stock are issuable under such Common

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(i)

Computation of Consideration. n/a

(iii) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100^th) of a share.

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-95-

8. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

-96-

“Board" shall mean the Board of Directors of the Issuer.

"Common Stock" means the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

"Common Stock Equivalent" means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

"Holders" mean the Persons who shall from time to time own any Warrant. The term "Holder" means one of the Holders.

"Issuer" means FinancialContent, Inc., a Delaware corporation, and its successors.

"Majority Holders" means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

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“Notes” means the senior secured convertible promissory notesissued by the Issuer to the Purchasers pursuant to the Purchase Agreement.

"Original Issue Date" means March 31, 2006.

"OTC Bulletin Board" means the over-the-counter electronic bulletin board.

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"Purchase Agreement" means the Note and Warrant Purchase Agreement dated as of February 13, 2006, among the Issuer and the Purchasers.

"Purchasers" means the purchasers of the Notesand the Warrants issued by the Issuer pursuant to the Purchase Agreement.

"Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

"Term" has the meaning specified in Section 1 hereof.

"Warrants" means the Warrants issued and sold pursuant to the Purchase Agreement, including, without limitation, this Warrant, and any other warrants of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

-99-

"Warrant Price" initially means $0.75, as such price may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto.

"Warrant Stock" means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

Other Notices. In case at any time:

(A)

the Issuer shall make any distributions to the holders of Common Stock; or

(B)

the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or

(C)

there shall be any reclassification of the Capital Stock of the Issuer; or

(D)

there shall be any capital reorganization by the Issuer; or

(E)

(F)

there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;

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as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Issuer's transfer books are closed in respect thereto. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

10. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments executed by the Issuer and the Majority Holders; provided, however, that no such amendment or waiver shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period during which this Warrant may be exercised or modify any provision of this Section 10 without the consent of the Holder of this Warrant. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to all holders of the Warrants.

11. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

2. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Issuer:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attention: Chief Executive Officer

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

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If to any Holder:

At the address of such Holder set forth on Exhibit A to this Agreement, with copies to Holder’s counsel as set forth on Exhibit A or as specified in writing by such Holder with copies to:

with copies (which copies

shall not constitute notice)

to:	Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxxxxxx X. Xxxxxxx

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

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17. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-103-

IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and year first above written.

FINANCIALCONTENT, INC.

By:_____________________________________

Name:

Title:

-104-

EXERCISE FORM

SERIES A WARRANT

FINANCIALCONTENT, INC.

The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by the within Warrant.

Dated: _________________

Signature

___________________________

Address

_____________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________

ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

PARTIAL ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

FOR USE BY THE ISSUER ONLY:

-105-

-106-

EXHIBIT C-4

SERIES B WARRANT ISSUED MARCH 31, 2006

-107-

SERIES B WARRANT TO PURCHASE

SHARES OF COMMON STOCK

FINANCIALCONTENT, INC.

Expires March 31, 2011

No.: W-B-06- __

Number of Shares: 116,667

Date of Issuance: March 31, 2006

1. Term. The term of this Warrant shall commence on March 31, 2006 and shall expire at 6:00 p.m., eastern time, on March 31, 2011 (such period being the "Term").

Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.

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wire transfer to an account designated by the Issuer, (ii) by "cashless exercise" in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant.

X = Y - (A)(Y)

Where

X =

the number of shares of Common Stock to be issued to the Holder.

Y =

the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.

A =

the Warrant Price.

B =

the Per Share Market Value of one share of Common Stock.

-109-

-110-

(h)

Compliance with Securities Laws.

-111-

Act, (iii) the Issuer has received other evidence reasonably satisfactory tothe Issuer that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond to any such notice from a holder within three (3) business days. In the case of any proposed transfer under this Section 2(h), the Issuer will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2(h) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the Warrant Stock is required to be issued to a the Holder without a legend, in lieu of delivering physical certificates representing the Warrant Stock, provided the Issuer’s transfer agent is participating in the DTC Fast Automated Securities Transfer program, the Issuer shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Stock to the Holder by crediting the account of the Holder's Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant or the Purchase Agreement).

Stock Fully Paid; Reservation and Listing of Shares; Covenants.

-112-

the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder (provided that such Warrant Stock has been registered pursuant to a registration statement under the Securities Act then in effect), and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

-113-

(a)

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.

-114-

section (a), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

(b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:

(i) make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

(i) cash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),

-115-

(d)

Issuance of Additional Shares of Common Stock. n/a

(k)

Issuance of Common Stock Equivalents. n/a

(l) Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such Common Stock Equivalents, or the right of conversion or exchange in such Common Stock Equivalents, shall expire, and all or a portion of such or the right of conversion or exchange with respect to all or a portion of such Common Stock Equivalents, as the case may be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be increased, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock theretofore actually issued or issuable pursuant to the previous exercise of Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for

-116-

the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which Additional Shares of Common Stock are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

(i)

Computation of Consideration. n/a

(iii) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100^th) of a share.

-117-

-118-

any or all shares of Common Stock issuable upon exerciseof this Warrant, this Section 7(a) will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant.

8. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

-119-

“Board" shall mean the Board of Directors of the Issuer.

"Common Stock" means the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

"Common Stock Equivalent" means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

"Holders" mean the Persons who shall from time to time own any Warrant. The term "Holder" means one of the Holders.

"Issuer" means FinancialContent, Inc., a Delaware corporation, and its successors.

"Majority Holders" means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

-120-

“Notes” means the senior secured convertible promissory notesissued by the Issuer to the Purchasers pursuant to the Purchase Agreement.

"Original Issue Date" means March 31, 2006.

"OTC Bulletin Board" means the over-the-counter electronic bulletin board.

-121-

a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

"Purchase Agreement" means the Note and Warrant Purchase Agreement dated as of February 13, 2006, among the Issuer and the Purchasers.

"Purchasers" means the purchasers of the Notesand the Warrants issued by the Issuer pursuant to the Purchase Agreement.

"Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

"Term" has the meaning specified in Section 1 hereof.

-122-

"Warrant Price" initially means $0.75, as such price may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto.

"Warrant Stock" means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

Other Notices. In case at any time:

(A)

the Issuer shall make any distributions to the holders of Common Stock; or

(B)

the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or

(C)

there shall be any reclassification of the Capital Stock of the Issuer; or

(D)

there shall be any capital reorganization by the Issuer; or

(E)

(F)

there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;

-123-

Stock of record shall participate insuch dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Issuer's transfer books are closed in respect thereto. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

11. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

-124-

If to the Issuer:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attention: Chief Executive Officer

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

If to any Holder:

At the address of such Holder set forth on Exhibit A to this Agreement, with copies to Holder’s counsel as set forth on Exhibit A or as specified in writing by such Holder with copies to:

with copies (which copies

shall not constitute notice)

to:	Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxxxxxx X. Xxxxxxx

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

-125-

17. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-126-

IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and year first above written.

FINANCIALCONTENT, INC.

By:__________________________________

Name:

Title:

-127-

EXERCISE FORM

SERIES A WARRANT

FINANCIALCONTENT, INC.

The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by the within Warrant.

Dated: _________________

Signature

___________________________

Address

_____________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________

ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

PARTIAL ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

FOR USE BY THE ISSUER ONLY:

-128-

-129-

EXHIBIT C-5

SERIES B WARRANT ISSUED MARCH 31, 2006

-130-

SERIES B WARRANT TO PURCHASE

SHARES OF COMMON STOCK

FINANCIALCONTENT, INC.

Expires March 31, 2011

No.: W-B-06- __

Number of Shares: 116,667

Date of Issuance: March 31, 2006

1. Term. The term of this Warrant shall commence on March 31, 2006 and shall expire at 6:00 p.m., eastern time, on March 31, 2011 (such period being the "Term").

Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.

-131-

providing for the resale of the Warrant Stock is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant.

X = Y - (A)(Y)

Where

X =

the number of shares of Common Stock to be issued to the Holder.

Y =

the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.

A =

the Warrant Price.

B =

the Per Share Market Value of one share of Common Stock.

-132-

-133-

(h)

Compliance with Securities Laws.

-134-

Stock Fully Paid; Reservation and Listing of Shares; Covenants.

-135-

time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

-136-

(a)

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.

-137-

(b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:

(i) make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

(i) cash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),

-138-

(d)

Issuance of Additional Shares of Common Stock. n/a

(m)

Issuance of Common Stock Equivalents. n/a

(n) Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such Common Stock Equivalents, or the right of conversion or exchange in such Common Stock Equivalents, shall expire, and all or a portion of such or the right of conversion or exchange with respect to all or a portion of such Common Stock Equivalents, as the case may be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be increased, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock theretofore actually issued or issuable pursuant to the previous exercise of Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which Additional Shares of Common Stock are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

-139-

(i)

Computation of Consideration. n/a

(iii) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100^th) of a share.

-140-

-141-

8. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

-142-

“Board" shall mean the Board of Directors of the Issuer.

"Common Stock" means the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

"Common Stock Equivalent" means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

"Holders" mean the Persons who shall from time to time own any Warrant. The term "Holder" means one of the Holders.

"Issuer" means FinancialContent, Inc., a Delaware corporation, and its successors.

"Majority Holders" means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

-143-

“Notes” means the senior secured convertible promissory notesissued by the Issuer to the Purchasers pursuant to the Purchase Agreement.

"Original Issue Date" means March 31, 2006.

"OTC Bulletin Board" means the over-the-counter electronic bulletin board.

-144-

"Purchase Agreement" means the Note and Warrant Purchase Agreement dated as of February 13, 2006, among the Issuer and the Purchasers.

"Purchasers" means the purchasers of the Notesand the Warrants issued by the Issuer pursuant to the Purchase Agreement.

"Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

"Term" has the meaning specified in Section 1 hereof.

-145-

"Warrant Price" initially means $0.75, as such price may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto.

"Warrant Stock" means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

Other Notices. In case at any time:

(A)

the Issuer shall make any distributions to the holders of Common Stock; or

(B)

the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or

(C)

there shall be any reclassification of the Capital Stock of the Issuer; or

(D)

there shall be any capital reorganization by the Issuer; or

(E)

(F)

there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;

-146-

11. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

-147-

If to the Issuer:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attention: Chief Executive Officer

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

If to any Holder:

At the address of such Holder set forth on Exhibit A to this Agreement, with copies to Holder’s counsel as set forth on Exhibit A or as specified in writing by such Holder with copies to:

with copies (which copies

shall not constitute notice)

to:	Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxxxxxx X. Xxxxxxx

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

-148-

17. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-149-

IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and year first above written.

FINANCIALCONTENT, INC.

By:___________________________________

Name:

Title:

-150-

EXERCISE FORM

SERIES A WARRANT

FINANCIALCONTENT, INC.

The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by the within Warrant.

Dated: _________________

Signature

___________________________

Address

_____________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________

ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

PARTIAL ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

FOR USE BY THE ISSUER ONLY:

-151-

-152-

EXHIBIT C-6

SERIES B WARRANT ISSUED JUNE 9, 2006

-153-

SERIES A WARRANT TO PURCHASE

SHARES OF COMMON STOCK

FINANCIALCONTENT, INC.

Expires June 9, 2011

No.: W-B-06- __

Number of Shares: 116,667

Date of Issuance: June 9, 2006

1. Term. The term of this Warrant shall commence on June 9, 2006 and shall expire at 6:00 p.m., eastern time, on June 9, 2011 (such period being the "Term").

Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.

(b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration therefore equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by "cashless exercise" in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act

-154-

providing for the resale of the Warrant Stock is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant.

X = Y - (A)(Y)

Where

X =

the number of shares of Common Stock to be issued to the Holder.

Y =

the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.

A =

the Warrant Price.

B =

the Per Share Market Value of one share of Common Stock.

-155-

-156-

(h)

Compliance with Securities Laws.

-157-

Stock Fully Paid; Reservation and Listing of Shares; Covenants.

-158-

-159-

(a)

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.

-160-

(b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:

(i) make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

(i) cash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),

-161-

(d)

Issuance of Additional Shares of Common Stock. n/a

(o)

Issuance of Common Stock Equivalents. n/a

(p) Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) as the result of any issuance of Common Stock Equivalents, and (i) such Common Stock Equivalents, or the right of conversion or exchange in such Common Stock Equivalents, shall expire, and all or a portion of such or the right of conversion or exchange with respect to all or a portion of such Common Stock Equivalents, as the case may be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents shall be increased, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock theretofore actually issued or issuable pursuant to the previous exercise of Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefore, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which Additional Shares of Common Stock are issuable under such

-162-

Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

(i)

Computation of Consideration. n/a

(iii) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100^th) of a share.

-163-

-164-

8. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

-165-

“Board" shall mean the Board of Directors of the Issuer.

"Common Stock" means the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

"Common Stock Equivalent" means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

"Holders" mean the Persons who shall from time to time own any Warrant. The term "Holder" means one of the Holders.

"Issuer" means FinancialContent, Inc., a Delaware corporation, and its successors.

"Majority Holders" means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

-166-

“Notes” means the senior secured convertible promissory notesissued by the Issuer to the Purchasers pursuant to the Purchase Agreement.

"Original Issue Date" means June 9, 2006.

"OTC Bulletin Board" means the over-the-counter electronic bulletin board.

-167-

"Purchase Agreement" means the Note and Warrant Purchase Agreement dated as of February 13, 2006, among the Issuer and the Purchasers.

"Purchasers" means the purchasers of the Notesand the Warrants issued by the Issuer pursuant to the Purchase Agreement.

"Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

"Term" has the meaning specified in Section 1 hereof.

-168-

"Warrant Price" initially means $0.75, as such price may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto.

"Warrant Stock" means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

Other Notices. In case at any time:

(A)

the Issuer shall make any distributions to the holders of Common Stock; or

(B)

the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or

(C)

there shall be any reclassification of the Capital Stock of the Issuer; or

(D)

there shall be any capital reorganization by the Issuer; or

(E)

(F)

there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;

-169-

exchange their certificates for Common Stock for securities or other property deliverable upon suchreorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Issuer's transfer books are closed in respect thereto. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

11. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

If to the Issuer:

FinancialContent, Inc.

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxxxx 00000

Attention: Chief Executive Officer

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

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If to any Holder:

At the address of such Holder set forth on Exhibit A to this Agreement, with copies to Holder’s counsel as set forth on Exhibit A or as specified in writing by such Holder with copies to:

with copies (which copies

shall not constitute notice)

to:	Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxxxxxx X. Xxxxxxx

Tel. No.: (000) 000-0000

Fax No.: (000) 000-0000

Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

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17. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and year first above written.

FINANCIALCONTENT, INC.

By:______________________________________

Name:

Title:

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EXERCISE FORM

SERIES A WARRANT

FINANCIALCONTENT, INC.

The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of FinancialContent, Inc. covered by the within Warrant.

Dated: _________________

Signature

___________________________

Address

_____________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________

ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

PARTIAL ASSIGNMENT

Dated: _________________

Signature

___________________________

Address

_____________________

FOR USE BY THE ISSUER ONLY:

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Table of Contents

STOCK PURCHASE AGREEMENT

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