0001144204-05-009612 Sample Contracts

MAXIM GROUP January 20, 2005 Robert S. Rosenschein Chairman and CEO GuruNet Corporation Wesley Hills, NY 10952-1233 Dear Mr. Rosenschein:
Financial Advisory and Investment Banking Agreement • March 31st, 2005 • Gurunet Corp • Services-business services, nec • New York

We are pleased that GuruNet Corp. (“GuruNet” or the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (this “Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.

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GURUNET CORPORATION - JEFFREY S. CUTLER EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2005 • Gurunet Corp • Services-business services, nec • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 15, 2005, by and between GuruNet Corporation, (the “Company”) and Jeffrey S. Cutler (“Executive”).

AMENDMENT To AGREEMENT By and Among GURUNET CORPORATION And CERTAIN HOLDERS OF WARRANTS ISSUED BY GURUNET CORPORATION DATED JANUARY 30, 2004
Warrant Agreement • March 31st, 2005 • Gurunet Corp • Services-business services, nec • New York

THIS AMENDMENT (this “Amendment”) is made as of February 28, 2005 by and between GuruNet Corporation, a Delaware corporation (the “Company”) and Vertical Ventures, LLC, a Delaware limited liability company (the “Lead Holder”).

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