Amended Purchase Agreement as dated January 24, 2007

DEFINITIONS

“2007 Gross Profit” means the amount of Gross Profit derived by Stockgroup, Stockgroup Systems and Stockgroup Media from the operation of the Business for the period beginning on the Closing Date and ending December 31, 2007.

"Accounts Receivable" means (i) all accounts receivable of the Acquired Entities; (ii) all accounts receivable under agreements or contracts for services or products provided by the Sellers in respect of the Acquired Assets and the Eight Black Agreement, and other rights to payment from customers of the Business and the full benefit of all security for such accounts or right to payment; (iii) all other accounts or notes receivable of the Acquired Entities or either of the Sellers in respect of the Acquired Assets and the Eight Black Agreement, or otherwise with respect to the Business and the full benefit of all security for such accounts or notes; (iv) costs and estimated earnings in excess of billings on uncompleted contracts with respect to the Business and (v) any claim, remedy or other right relating to any of the foregoing.

"Acquired Assets" means all of the assets of TCS that are used in the Business and identified on the list of assets attached to this Agreement as Schedule “A”.

“Acquired Entities” means TCS Ltd., Benelux, Iberian and Aether.

“Acquired Shares” means all of the issued and outstanding common shares in the capital of TCS Ltd.

“Accredited Investor” shall have the meaning set forth in Rule 501(a) of Regulation D promulgated under the Securities Act.

“Additional Consideration” shall have the meaning set forth in Section 3.4, below.

“Aether” means Aether Systems (UK) Limited, a company organized under the laws of the United Kingdom having Company No. 01831719.

“Aether Shares” means all of the issued and outstanding common shares in the capital of Aether.

"Affiliate" means, with respect to any Person, any Person which directly or indirectly through stock ownership, other arrangements or otherwise either controls, or is controlled by or is under common control with, such Person.

"Assumed Liabilities" means the liabilities listed on the November 30, 2006 Statement of Net Assets, which is attached at Section 6.12 of the Disclosure Schedule (Schedule I) to this Agreement.

"Basis" means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

“Benelux” means TeleCommunication Systems Benelux BV, a company organized under the laws of the Netherlands (Company No. 33297036).

“Benelux Note” means a simple demand promissory note, without interest, to be made at Closing by TCS Ltd. and payable to the order of TCS Holdings in the amount of the Benelux Share Price.

“Benelux Shares” means all of the issued and outstanding securities in the capital of Benelux.

“Benelux Share Price” means the sum of One Thousand Dollars ($1,000).

“Business” means the business of providing a portfolio of products and services that provide financial market data for wireless devices to consumers and enterprise that was owned and operated, in the aggregate, by TCS and the Acquired Entities up to the Closing Date and that will be owned and operated by Stockgroup Systems, Stockgroup Media and the Acquired Entities after the Closing Date.

“Business Day” means any day that commercial banks are open for business in both Baltimore, Maryland and Vancouver, British Columbia.

"Cash" means cash and cash equivalents (including marketable securities and short term investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.

"Claims" means any action, cause of action, suit, claim or counterclaim or legal, administrative or arbitral proceeding or investigation, whether or not the defense thereof, or any Liability in respect thereof, is covered by insurance and whether under consumer laws, equity or statute, including employment protection legislation.

"Closing" has the meaning set forth in Section 4 below.

"Closing Date" has the meaning set forth in Section 4 below.

"Disclosure Schedule" has the meaning set forth in Section 6 below.

“Eight Black Agreement” means the MarketStream Distributor Agreement between the Eight Black Partnership Pty. Ltd. and TCS, effective as of March 4, 2006.

"Employee Benefit Plan" means any employee benefit plan or similar program maintained by any of the Acquired Entities or maintained by TCS and made

available to any employees providing, or who have in the past provided, services in or to the Business.

"Environmental, Health and Safety Requirements" shall mean all federal, provincial, state and local statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labelling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or by-products, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect.

“Excluded Liabilities” means any Liability that is not an Assumed Liability.

“Excluded Software” shall have the meaning set forth in Section 6.18 of the Disclosure Schedule.

"Financial Statement" has the meaning set forth in Section 6.12 below.

"Fiscal Year End Statements" has the meaning set forth in Section 6.12 below.

"GAAP" means U.S. generally accepted accounting principles as in effect from time to time.

“Gross Profit” means total revenue less costs for data feeds (Reuters), Imperial Software (IST), airtime, exchange fees, other direct costs of revenue and U.S. labor costs (collectively, “cost of revenue”), calculated in a manner substantially as calculated by TCS in its operation of the Business.

“Iberian” means TeleCommunication Systems Iberian SA, a company organized under the laws of Spain (CIF No. A81968760).

“Iberian Note” means a simple demand promissory note, without interest, to be made at Closing by TCS Ltd. and payable to the order of TCS Holdings in the amount of the Iberian Share Price.

“Iberian Shares” means all of the issued and outstanding common shares in the capital of Iberian.

“Iberian Share Price” means the sum of One Thousand Dollars ($1,000).

"Intellectual Property" means all of the (i) Know-how, (ii) Trademarks, (iii) copyrights, copyright registrations and applications for registration, (iv) Software Programs (other than Excluded Software) and (v) all other intellectual property

all service marks, trade dress, logos, slogans, trade names, corporate names (including the name "Aether" in any form or combination with other words), Internet domain names and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith;

all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith;

all mask works and all applications, registrations, and renewals in connection therewith;

all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals);

all computer software (including source code, executable code, data, databases and related documentation);

all advertising and promotional materials;

all other proprietary rights; and

all copies and tangible embodiments thereof (in whatever form or medium),

but excluding any patents or patent applications issued to or owned by TCS.

“Know-how” means any and all product specifications, processes, methods, product designs, plans, trade secrets, ideas, concepts, inventions, manufacturing, engineering and other manuals and drawings, physical and analytical, safety, quality control, technical information, data, research records, all promotional literature, customer and supplier lists and similar data and information, and any and all other confidential or proprietary technical and business information which are licensed to or owned by TCS and used in the Business as currently operated or which are licensed to or owned by any of the Acquired Entities.

"Knowledge" means actual knowledge after reasonable investigation.

“Lease Consents” means, as to each of the Leases that prohibits assignment without the written consent of the landlord, a written consent for the assignment thereof in form and substance satisfactory to Stockgroup, acting reasonably.

"Leased Real Property" means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by any of the Sellers in connection with the operation of the Business or held by any of the Acquired Entities.

"Leases" means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which any of the Acquired Entities holds any Leased Real Property or pursuant to which either of the Sellers holds any Leased Real Property that is used, or intended to be used, in the conduct of the Business, including the right to all security deposits and other amounts and instruments deposited by or on behalf of any of the TCS Entities thereunder.

"Liability" means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

"Losses" means any and all losses, demands, Claims, allegations, assertions, Liabilities, costs, damages, judgments, obligations (including corrective or remedial obligations), debts, settlements, assessments, deficiencies, Taxes, penalties, interest, fines or expenses, whether or not arising out of any Claims by or on behalf of a third party, including interest, penalties, reasonable attorney’s fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, but specifically excluding any consequential, special or punitive damages.

"Material" means, with respect to any matter, that a reasonable person would consider the matter significant under the circumstances.

"Material Adverse Effect" means a Material and adverse effect upon (i) the business, operations, assets, liabilities, conditions (financial or otherwise), operating results, prospects, or customer, supplier or employee relations of the Business or (ii) the ability of the Purchasers or Sellers to consummate the transactions contemplated hereby or perform their respective obligations hereunder.

"Most Recent Fiscal Year End" has the meaning set forth in Section 6.12(b) below.

"Ordinary Course of Business" means the ordinary course of business consistent with past custom and practice.

"Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“Purchase Price” means Five Hundred Seventy Thousand Dollars ($570,000) plus the assumption, by Stockgroup Systems, of the Assumed Liabities.

"Purchaser Indemnitees" shall mean Stockgroup, Stockgroup Systems and Stockgroup Media, together with their respective Affiliates (including, after Closing, the Acquired Entities) and their respective Representatives.

“Purchasers” means Stockgroup, Stockgroup Systems and Stockgroup Media.

“Purchaser Shares” means One Million Five Hundred Thousand (1,500,000) common shares in the capital of Stockgroup to be issued to TCS at a deemed price of $0.38 per share in payment of the Purchase Price.

“Pro-Rata Portion” means the following percentages of any Additional Consideration that may be earned and paid pursuant to Section 3.4 of this Agreement, below:

as to Stockgroup Systems, ninety-eight and two-tenths percent (98.20%),

as to Stockgroup Media, one and one-tenth percent (1.1%), and

as to Stockgroup, seven-tenths of one percent (0.7%).

"Real Property" means all land, together with all buildings, structures, improvements and fixtures located thereon, including all electrical, mechanical, plumbing and other building systems, fire protection, security and surveillance systems, telecommunications, computer, wiring and cable installations; utility installations, water distribution systems, and landscaping, together with all easements and other rights and interests appurtenant thereto (including air, oil, gas, mineral and water rights).

"Real Property Laws" has the meaning set forth in Section 6.17(e) below.

“Representatives” shall mean a Person’s directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants, independent contractors, stockholders, members and other agents.

"Securities Act" means the United States’ Securities Act of 1933, as amended.

"Securities Exchange Act" means the United States’ Securities Exchange Act of 1934, as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than liens for Taxes not yet due and payable;

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

"Sellers" means TCS and TCS Holdings.

“Straddle Period” means any Tax period beginning before and ending after the close of business on the Closing Date.

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

(mmm)

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

“Tax Liabilities” shall mean all Liabilities for Taxes arising or resulting from the conduct of the Business or the ownership of the Acquired Assets by the Sellers (or either of them), any of the Acquired Entities or any of their respective Affiliates for taxable periods or portions thereof ending on or before the Closing Date.

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“TCS Entities” means TCS, TCS Holdings and the Acquired Entities.

“TCS Ltd.” means TeleCommunication Systems Limited, a company organized under the laws of England and Wales, U.K. (Company No. 03968661).

“TCS Ltd. Shares” means all of the issued and outstanding common shares in the capital of TCS Ltd.

“Transition Services Agreement” means the agreement, substantially in the form of Schedule H to this Agreement, whereby TCS will provide certain services to the Purchasers.

“Trademarks” means all of the Trademarks listed on Schedule B attached to this Agreement.

"TSX-V" means the TSX Venture Exchange, a Canadian stock exchange.

“UK Lease” means the lease for Number 6 Dyers’ Buildings in the City of London dated January 14, 1999.

Currency

In this Agreement, any reference to currency is to the lawful currency of the United States of America unless the context clearly requires otherwise.

TCS SHARE TRANSACTIONS

Purchase and Sale of Benelux Shares

Prior to Closing TCS Ltd. shall purchase from TCS Holdings, and TCS Holdings shall sell, transfer, convey and deliver to TCS Ltd., all of the Benelux Shares for the Benelux Share Price. TCS Ltd. shall pay the Benelux Share Price by delivering the Benelux Note to TCS Holdings. Documentation of the transfer will conform to the requirements of Applicable Law and filing requirements, including the execution and delivery of a Notarial Deed of Transfer substantially in the form attached hereto as Schedule D.

Purchase and Sale of Iberian Shares

Prior to Closing, TCS Ltd. shall purchase from TCS Holdings, and TCS Holdings shall sell, transfer, convey and deliver to TCS Ltd., all of the Iberian Shares for the Iberian Share Price. TCS Ltd. shall pay the Iberian Share Price by delivering the Iberian Note to TCS Holdings. Documentation of the transfer will conform to the requirements of Spanish law and filing requirements, including the execution and delivery of a Notarial Deed of Transfer substantially in the form attached hereto as Schedule E.

THE STOCKGROUP TRANSACTIONS

Purchase and Sale

Subject to the terms and conditions of this Agreement, Stockgroup shall purchase from TCS, and TCS shall sell, assign, transfer, convey, and deliver to Stockgroup and its nominees Stockgroup Systems and Stockgroup Media as provided herein, all of the Acquired Assets, the Eight Black Agreement and the TCS Ltd. Shares at the Closing in exchange for the Purchase Price.

Assumption of Liabilities

None of the Purchasers will assume or have any liability for, or responsibility with respect to, any Excluded Liability.

Payment of Purchase Price

At the Closing,

Stockgroup shall issue to TCS the Purchase Shares;

Stockgroup Systems shall assume the Assumed Liabilities;

Stockgroup Systems shall deliver to Stockgroup a promissory note in the amount of Five Hundred Sixty One Thousand Dollars ($561,000) as consideration for the transfer to Stockgroup Systems, at the Closing, of the Acquired Assets; and

Stockgroup Media shall deliver to Stockgroup a promissory note in the amount of Six Thousand Dollars ($6,000) as consideration for the transfer to Stockgroup Media of the Eight Black Agreement.

Additional Consideration

The Purchase Price may be increased by the Additional Consideration, which shall be determined by Stockgroup pursuant to Section 3.4(b), below, within ninety (90) days after the first anniversary of the Closing Date.

The Additional Consideration shall be equal to fifty percent (50%) of the amount, if any, by which 2007 Gross Profit exceeds $3,000,000, but excluding any portion of 2007 Gross Profit that is in excess of $4,000,000. For clarity, Additional Consideration cannot exceed $500,000. Stockgroup shall send notice to Sellers of the amount of 2007 Gross Profit on or before April 1, 2008, which notice shall enclose payment of any Additional Consideration due, if any, pursuant to this Section 3.4. Additional Consideration shall be paid by each of Stockgroup, Stockgroup Systems and Stockgroup Media in respect of their respective Pro-Rata Portion.

If TCS objects to the calculation of Additional Consideration by written notice to Stockgroup within ten days of receipt of Stockgroup’s notice of the amount of 2007 Gross Profit, TCS and Stockgroup shall attempt in good faith to agree upon the Additional Consideration amount by no later than May 1, 2008.

Allocation

The Parties agree to allocate the Purchase Price for all purposes (including financial, accounting and Tax purposes) in accordance with the allocation schedule attached hereto as Schedule G. The Parties shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the allocation shown on Schedule G and shall not voluntarily take a position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Authority or any other proceedings). The Parties shall cooperate in the filing of any forms (including “Form 8594” under Section 1060 of the Code) with respect to such allocation, including any amendments thereto.

THE CLOSING

The closing of all of the transactions contemplated by this Agreement (the "Closing") shall take place beginning at 9:00 a.m. Pacific Standard Time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate those transactions (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may mutually determine (the "Closing Date"); provided, however, that the Closing Date shall be no later than January 31, 2007. The Closing may take place by exchange of the appropriate solicitor's undertakings, which will involve each party's solicitors delivering to his or her counterpart all required consideration and documentation, to be held in trust and not released until all required closing deliveries have been made and all conditions to closing have been satisfied or waived by the party which has the benefit of such conditions.

DELIVERIES AT THE CLOSING

Deliveries to Stockgroup Systems from TCS

At the Closing TCS will deliver the following to Stockgroup Systems:

the various certificates, instruments, and documents referred to in, or that are necessary to remove the conditions specified in, Section 9.1 below;

an executed counterpart of the Transition Services Agreement;

an assignment of Trademarks in the form attached as Schedule J hereto and documents necessary to effect transfer of registrations in respect thereof to Stockgroup Systems;

an assignment of the domain names set out in the form of assignment attached as Schedule K hereto and documents necessary to effect transfer of registrations in respect thereof to Stockgroup Systems;

a general assignment and assumption agreement in a form attached as Schedule L hereto;

a bill of sale in the form attached as Schedule M hereto in respect of the Acquired Assets;

all necessary consents in respect of the sale, transfer, conveyance, and assignment of the Acquired Assets; and

such other instruments of sale, transfer, conveyance, and assignment of the Acquired Assets as Stockgroup Systems and its counsel reasonably may request.

Deliveries to Stockgroup Media from TCS

At the Closing TCS will deliver the following to Stockgroup Media, as applicable:

an assignment in respect of all of TCS's right, title and interest under the Eight Black Agreement in the form attached as Schedule N hereto; and

all necessary consents in respect of the transfer of assignment of the Eight Black Agreement.

Deliveries to Stockgroup from TCS Holdings

At the Closing TCS will deliver the following to Stockgroup:

list of all of the employees of each of the Acquired Entities as at the Closing;

share certificates representing all of the issued and outstanding shares of TCS Ltd. duly endorsed for transfer to Stockgroup;

the share registers of each of Aether, Benelux and Iberian showing that TCS Ltd. is the sole registered holder of all the issued and outstanding shares in the capital of each of Aether, Benelux and Iberian;

the minute books and records of all of the Acquired Entities;

the originals (or copies where necessary) of all agreements, documents and deeds executed, entered into or granted by any of the Acquired Entities;

the written resignation of each director and officer of each of the Acquired Entities effective immediately following the Closing.

the Benelux Note, duly cancelled;

the Iberian Note, duly cancelled; and

such other instruments of sale, transfer, conveyance, and assignment as Stockgroup and its counsel reasonably may request.

Deliveries to TCS by Stockgroup

At the Closing Stockgroup will deliver the following to TCS:

an executed counterpart of the Transition Services Agreement;

the various certificates, instruments, and documents referred to in, or that are necessary to remove the conditions specified in, Section 9.2 below;

the Purchaser Shares.

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

Deliveries by Stockgroup Systems to TCS

At the Closing Stockgroup Systems will deliver to TCS an assumption of the Assumed Liabilities in the form attached as Schedule L hereto.

Deliveries by TCS to Stockgroup

At the Closing TCS will deliver to Stockgroup a completed and executed Accredited Investor Questionnaire in the form attached hereto as Schedule P.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Sellers do hereby jointly and severally represent and warrant to Purchasers that the statements contained in this Article 6 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 6), except as set forth in the disclosure schedule accompanying this Agreement and initialled by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article 6.

Organization of the Sellers

Each of the TCS Entities is a corporation duly incorporated, organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.

Authorization of Transactions

Each of the Sellers has all necessary power and authority (including all necessary corporate power and authority) to execute and deliver this Agreement and to perform its respective obligations hereunder. Without limiting the generality of the foregoing, the board of directors of each of the Sellers, and TCS in its capacity as the sole shareholder of TCS Holdings, has duly authorized the execution, delivery, and performance of this Agreement by the Sellers. This Agreement constitutes the valid and legally binding obligation of each of the Sellers and is enforceable in accordance with its terms and conditions. The Board of Directors of each of Benelux and Iberian has duly consented to the transfer of the Benelux Shares and the Iberian Shares, respectively, to TCS Ltd. pursuant to the terms of this Agreement, and the Board of Directors of TCS Ltd. has duly authorized (a) the acquisition of the Benelux Shares and the Iberian Shares by TCS Ltd. and (b) the transfer of the TCS Ltd. Shares from TCS Holdings to Stockgroup.

Noncontravention

Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will:

violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the TCS Entities is subject or any provision of the charter or bylaws of any of them; or

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

Brokers' Fees

None of the TCS Entities has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement except for Signal Hill Capital and/or Ridgecrest Capital Partners, whose fees and expenses will be paid by TCS.

Title to Assets

Except as set forth in Section 6.5 of the Disclosure Schedule, each of the Acquired Entities has good and marketable title to, or a valid leasehold interest in, their assets, free and clear of all Security Interests or restriction on transfer except such restrictions on transfer of any common stock as may be imposed by applicable securities laws.

Title to TCS Ltd. Shares, Benelux Shares and Iberian Shares

At the date of this Agreement, TCS Holdings has good and marketable title to the TCS Ltd. Shares, the Benelux Shares and the Iberian Shares, free and clear of all Security Interests or restrictions on transfer except such restrictions on transfer as may be imposed by applicable securities laws.

Title to Aether Shares

At the date of this Agreement, TCS Ltd. has good and marketable title to the Aether Shares, free and clear of all Security Interests or restrictions on transfer except such restrictions on transfer as may be imposed by applicable securities laws.

Title to Acquired Shares at Closing

At the date of Closing, TCS Holdings will have good and marketable title to the TCS Ltd. Shares, free and clear of all Security Interests or restrictions on transfer except such restrictions on transfer as may be imposed by applicable securities laws.

Title to Benelux Shares and Iberian Shares at Closing

At the date of Closing, TCS Ltd will have good and marketable title to the Benelux Shares and the Iberian Shares, free and clear of all Security Interests or restrictions on transfer except such restrictions on transfer as may be imposed by applicable securities laws.

Title to Acquired Assets

Except as set forth in Section 6.10 of the Disclosure Schedule, TCS has good and marketable title to, or a valid leasehold interest in, the Acquired Assets and the Eight Black Agreement, free and clear of all Security Interests or restriction on transfer.

Subsidiaries

Section 6.11 of the Disclosure Schedule sets forth for each of TCS Holdings and the Acquired Entities:

its name and jurisdiction of incorporation;

the number of shares of authorized capital stock of each class of its capital stock;

the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder;

the number of shares of its capital stock held in treasury; and

the names and titles of its directors and officers.

Each of the TCS Entities is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each of the TCS Entities has all necessary corporate power and authority and all licenses, permits, and authorizations necessary to carry on the Business and to own and use the properties owned and used by it. TCS has delivered to Stockgroup correct and complete copies of the charter and bylaws of the Acquired Entities (as amended to date). All of the issued and outstanding shares of capital stock of each of the Acquired Entities have been duly authorized and are validly issued, fully paid and nonassessable. TCS holds of record and owns beneficially all of the issued and outstanding securities of TCS Holdings. TCS Holdings holds of record and owns beneficially all of the Acquired Shares. All of the Acquired Shares are free and clear of any restrictions on transfer (other than restrictions under applicable securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. There are no outstanding

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

Financial Statements

Attached hereto as Section 6.12 of the Disclosure Schedule is the November 30, 2006 Statement of Net Assets prepared by TCS and relating to the Business (the "Financial Statement").

Promptly after Closing, but in no event later than forty-five (45) days after the Closing, Seller will deliver to Purchaser audited consolidated balance sheets and consolidated statements of income, changes in stockholders' equity, and cash flow (the "Fiscal Year End Statements") as of and for the fiscal years ended December 31, 2005 and 2006 (the "Most Recent Fiscal Year End") for the Business;

Upon receipt, Seller shall use the Fiscal Year End Statements to prepare a statement of net assets for the Business as of the Most Recent Fiscal Year End (the “Closing Statement of Net Assets”). Stockgroup and TCS will reconcile the Closing Statement of Net Assets to the Fiscal Year End Statements. For the avoidance of doubt, the results of operations beginning January 1, 2007, shall be for the benefit of the Purchasers; and

Within thirty (30) days of Closing, or such other date as TCS and Stockgroup mutually agree, TCS will deliver to Stockgroup a reconciliation of the cash arising out of operation of the Acquired Assets to account for receipts and disbursements occurring after December 31, 2006. This reconciliation will be reconciled by Stockgroup and TCS to the Fiscal Year End Statements.

The Fiscal Year End Statements (including the notes thereto) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the and the results of

Events Subsequent to Most Recent Fiscal Quarter End

Since November 30, 2006 and except for matters described in or contemplated by this Agreement, there has not been any Material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Business or any of the TCS Entities. Except as set out in Section 6.13 of the Disclosure Schedule and without limiting the generality of the foregoing, since the Most Recent Fiscal Quarter End:

none of TCS Holdings or the Acquired Entities has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than in the Ordinary Course of Business;

TCS has not sold, leased, transferred or assigned any of the assets used in the operation of the Business, tangible or intangible, other than in the Ordinary Course of Business;

none of TCS Holdings or the Acquired Entities has entered into any new agreement (or series of related agreements) either involving more than $5,000 or that was outside the Ordinary Course of Business;

TCS has not entered into any new agreement or series of related agreements with respect to the Business either involving more than $5,000 or that was outside the Ordinary Course of Business;

no party (including any of the TCS Entities) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000 to which any of TCS Holdings and the Acquired Entities is a party or by which any of them is bound other than the modification to the agreement with Imperial Software Technology of which Stockgroup is already aware;

no party (including any of the TCS Entities) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) pertaining to the Business, involving more than $5,000 and to which TCS is a party or by which it is bound;

no Security Interest has been imposed upon any of the Acquired Assets or the Eight Black Agreement or the assets, tangible or intangible, of any of the Acquired Entities;

none of the Acquired Entities has made any capital expenditure (or series of related capital expenditures) either involving more than $5,000 or outside the Ordinary Course of Business;

none of the Acquired Entities has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000 or outside the Ordinary Course of Business;

none of the Acquired Entities has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized any lease obligation involving more than $5,000;

none of the Acquired Entities has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business;

none of the TCS Entities has granted any license or sublicense of any rights under or with respect to any Intellectual Property that is either used in the Business, constitutes an Acquired Asset or is an asset of any of the Acquired Entities;

there has been no change made or authorized in the charter or bylaws of any of the Acquired Entities;

none of the Acquired Entities has declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;

none of the Acquired Entities has experienced any Material damage, destruction, or loss (whether or not covered by insurance) to its property;

none of the Acquired Entities has made any loan to, or entered into any other transaction with, any of its directors, officers and employees outside the Ordinary Course of Business;

none of the Acquired Entities has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

none of the Acquired Entities has granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business;

none of the Acquired Entities has adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);

none of the Acquired Entities has made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business;

none of the Acquired Entities has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;

except as contemplated by the terms of this Agreement, there has not been any other Material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Acquired Entities; and

none of the Acquired Entities has committed to any of the foregoing.

Disclosure of any fact in respect of any subsection of this Section 6.13 in the Disclosure Schedule shall be deemed to constitute disclosure of that fact with respect to any other subsection of this Section 6.13, if a reasonable person would find such disclosure relevant to such subsection.

Undisclosed Liabilities

None of the Acquired Entities has any Liability (and to Sellers’ Knowledge there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability), except for:

Liabilities set forth on the face of the November 30, 2006 Statement of Net Assets (rather than in any notes thereto);

Liabilities which have arisen after November 30, 2006 in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law); and

Liabilities set forth in Section 6.14 of the Disclosure Schedule.

Legal Compliance

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

To Sellers’ Knowledge, prior to January 13, 2004, each of the Acquired Entities and their respective predecessors complied in all Material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, provincial, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice

has been filed or commenced against any of them alleging any failure so to comply.

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

Tax Matters

Except as set out in Section 6.16 of the Disclosure Schedule:

Each of the Acquired Entities has filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all Material respects. All Taxes owed by any of the Acquired Entities (whether or not shown on any Tax Return) have been paid. None of the Acquired Entities currently is the beneficiary of any extension of time within which to file any Tax Return. Since January 13, 2004 (and, to any of the TCS Entities Knowledge, prior to January 13, 2004), no claim has ever been made by an authority in a jurisdiction where any of the Acquired Entities does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Security Interests on any of the Acquired Assets that arose in connection with any failure (or alleged failure) to pay any Tax.

Each of the Acquired Entities has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

Each of TCS and TCS Holdings has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party pertaining to the Acquired Assets or otherwise pertaining to the Business.

No officer (or employee responsible for Tax matters) of any of the Sellers expects any authority to assess any additional Taxes in respect of the Business or any of the Acquired Entities for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of any of the Sellers in respect of the Acquired Assets or the Business or of any of the Acquired Entities either:

claimed or raised by any authority in writing; or

as to which any of the officers (and employees responsible for Tax matters) of the Sellers has Knowledge based upon personal contact with

None of the TCS Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

At the Closing, TCS will provide to Stockgroup the following information with respect to each of the Acquired Entities, as applicable, as of the most recent practicable date:

the net assets of each of the Acquired Entities;

the investment of TCS Holdings in the TCS Ltd. Shares, the Benelux Shares and the Iberian Shares;

the amount of

the non capital loss carry forward, investment tax credit, the undepreciated capital cost and the pool of deductible research and development expenditures as at December 31, 2005.

Real Property

Except for its interest in the Leased Real Property, none of the Acquired Entities owns any interest in any Real Property.

Section 6.17 of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such parcel of Leased Real Property (including the date and name of the parties to such Lease). Sellers have delivered to Stockgroup a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Section 6.17 of the Disclosure Schedule, with respect to each of the Leases:

such Lease is legal, valid, binding, enforceable and in full force and effect;

the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;

possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease;

none of the TCS Entities or, to the Sellers’ Knowledge, any other party to the Lease is in Material breach or default under such Lease and to the Sellers’ Knowledge no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;

no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full;

none of the TCS Entities owe, or will based on the facts as they are at Closing owe in the future, any brokerage commissions or finder's fees with respect to such Lease;

the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, any of the TCS Entities;

none of the TCS Entities has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof;

none of the TCS Entities has collaterally assigned or granted any other security interest in such Lease or any interest therein; and

there are no liens or encumbrances on the estate or interest created by such Lease.

The Leased Real Property identified in the Disclosure Schedule comprises all of the Real Property used in the Business.

There is no condemnation, expropriation or other proceeding in eminent domain, pending or to Sellers’ Knowledge threatened, affecting any parcel of Leased Real Property or any portion thereof or interest therein. To the Sellers’ Knowledge, there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the Sellers' businesses as currently conducted thereon.

To the Knowledge of the TCS Entities, the Leased Real Property is in compliance in all Material respects with all applicable building, zoning, subdivision, health and safety and other land use laws and all insurance requirements affecting the Leased Real Property (collectively, the "Real Property Laws"), and the current use and occupancy of the Leased Real Property and the operation of the Business

Intellectual Property

Section 6.18(a) of the Disclosure Schedule contains a true and complete list of any registrations (or applications for registration) for any trademarks, servicemarks, copyrights or domain names included in the Intellectual Property and the current status of the same. Except as set forth in Section 6.18(a) of the Disclosure Schedule, all of the foregoing are and remain valid and subsisting, with all fees, payments and filings due as of the Closing Date duly made. All of the foregoing are, to Seller’s Knowledge, enforceable.

Section 6.18(b) of the Disclosure Schedule includes a true and complete list of all of Sellers’ and the Acquired Entities’ computer software programs, products and services which are material to the uninterrupted or unimpeded operation of the Business, included in the Intellectual Property, other than so called “off-the-shelf” shrink-wrap computer software programs and Excluded Software.

The Intellectual Property consists solely of items and rights which are: (i) owned by TCS or the Acquired Entities; or (ii) used by Seller or the Acquired Entities pursuant to a valid license, sublicense, consent or other similar written Contract.

Except as set forth in Section 6.18(d) of the Disclosure Schedule, Sellers or the Acquired Entities own and possess the Intellectual Property free and clear of any and all encumbrances.

Except pursuant to Contracts set forth in Section 6.18(e) of the Disclosure Schedule, neither Sellers nor the Acquired Entities owe any royalties or other payments to third parties in respect of the Intellectual Property, and any royalties or other payments that have accrued prior to the Closing have been paid.

Although Section 6.18 of the Disclosure Schedule is intended to be complete, to the extent any intellectual property rights or assets of the Sellers related to the Business are otherwise necessary for the ownership and operation of the Business as currently conducted, but are not properly itemized or do not appear on Section 6.18 of the Disclosure Schedule, then, unless this Agreement otherwise provides directly for Purchasers to provide for or obtain such rights or assets in a different way, the Sellers will deliver such further intellectual property rights or assets that it owns as may be necessary for the continued operation of the Business as operated by Sellers immediately prior to the Closing.

Sufficiency of Assets

Except as listed in Section 6.18(a) of the Disclosure Schedule, after the Closing, the Purchasers will collectively own or lease, either directly through the acquisition of the Acquired Assets and the Eight Black Agreement or indirectly through the acquisition of the Acquired Entities, all tangible and intangible assets necessary for the conduct of the Business as currently conducted by the TCS Entities.

Condition of Assets

To Sellers’ Knowledge, each tangible asset comprising the Acquired Assets or owned by any of the Acquired Entities is free from Material defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used.

PermitsEach of the Acquired Entities possesses all governmental approvals and permits necessary to conduct the Business as currently operated by the TCS Entities. No such government approval or permit has been suspended or cancelled nor is any such suspension or cancellation pending or, to Seller’s Knowledge, threatened. Except for permits the loss of which is not reasonably expected to have a Material Adverse Effect, none of these governmental authorizations or permits will terminate by reason of this transaction. None of the Sellers and the Acquired Entities is in conflict in any material respect with or in material default or violation of any of these governmental authorization or permits.

Contracts

Section 6.22 of the Disclosure Schedule lists the following contracts and other agreements to which any of the Sellers and the Acquired Entities is a party (or otherwise to which any of the Purchasers must be a party after Closing in order to operate the Business as it is presently conducted):

any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum;

any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Acquired Entities, or involve consideration in excess of $10,000;

any agreement concerning a partnership or joint venture;

any agreement (or group of related agreements) under which any of the Acquired Entities has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or

under which any of the TCS Entities has imposed a Security Interest on any of the Acquired Assets or the assets of any of the Acquired Entities, tangible or intangible;

any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of any employees engaged in the conduct of the Business and any current or former directors, officers, and employees of any of the Acquired Entities or to which any of them is otherwise a party;

any collective bargaining agreement;

any agreement for the employment by any of the Acquired Entities of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits;

any agreement under which any of the Acquired Entities has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; and

any agreement under which the consequences of a default or termination could, in the opinion of the officers and directors of the TCS Entities, have a Material Adverse Effect on the Business or on the financial condition, operations, results of operations, or future prospects of any of the Acquired Entities.

the agreement is legal, valid, binding, enforceable, and in full force and effect;

to the Knowledge of the TCS Entities and subject to receipt of the required consents to assignment of the agreements listed in Section 6.22of the Disclosure Schedule, the agreement will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;

the TCS Entities are not and, to the Sellers’ Knowledge, no other party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement;

To Sellers’ Knowledge, none of the parties to any agreement intends to terminate or alter the provisions thereof by reason of the transactions contemplated hereby; and

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

Notes and Accounts Receivable

All notes and accounts receivable of the Acquired Entities, and all notes and accounts receivable of the Sellers pertaining to the Business, the Acquired Assets or the Eight Black Agreement are reflected properly on their respective books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible subject only to the reserve for doubtful accounts set forth in the November 30, 2006 Statement of Net Assets (including any notes thereto) as adjusted for the passage of time through the Closing Date.

All Accounts Receivable are valid obligations arising from transactions actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will as of the Closing Date be good and collectible. Neither the Sellers nor any of the Acquired Entities has received written notice of, nor to Sellers' Knowledge is there any contest, claim, defence or right of set-off related to any Accounts Receivable other than returns in the Ordinary Course of Business. Except for the Accounts Receivable, none of the Acquired Entities have extended any credit to any Person.

Insurance

During the period of time that Sellers and their Affiliates have owned and operated the Business, the Business has been insured by way of adding the Acquired Entities as additional named insureds on one or more insurance policies maintained by TCS. There are no current claims with respect to the Business under any of these insurance policies.

Litigation

None of the TCS Entities:

is subject to any outstanding injunction, judgment, order, decree, ruling, or charge that affects the Business, the Acquired Assets, the Acquired Entities or the Eight Black Agreement; or

is a party or, to the Sellers’ Knowledge, is threatened to be made a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, provincial, local, or foreign jurisdiction or before any arbitrator.

Product Liability

None of the Sellers has any Liability (and to the Sellers' Knowledge there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any

injury to individuals or property since January 13, 2004 as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by any of the Acquired Entities or in respect of the Acquired Assets.

Employees

To the Sellers’ Knowledge, no current employee of any of the Acquired Entities, and no person that was employed by any of the Acquired Entities within the 120 day period ending on the Closing Date, has filed any grievance, claim of unfair labour practices or otherwise made any Claim arising out of employment against any of the TCS Entities.

Employee Benefits

Since November 30, 2006, none of the Acquired Entities has agreed to pay any bonus or increase the income of any of its employees.

Except as listed in Section 6.28 of the Disclosure Schedule, none of the TCS Entities maintains, contributes to or has an obligation to contribute to, or has any material Liability or potential Liability with respect to, any Employee Welfare Benefit Plan providing medical, health, or life insurance or other welfare-type benefits for current or future retired or terminated directors, officers or employees of any of the Acquired Entities (or any spouse or other dependent thereof).

Guaranties

None of the Acquired Entities is a guarantor or otherwise is liable for any Liability or obligation (including indebtedness) of any other Person except for the obligations of TCS Ltd. pursuant to the Iberian Note and the Benelux Note.

Environmental, Health, and Safety Matters

To Seller’s Knowledge, the Business is in compliance with the applicable Environmental Health and Safety Requirements, except for such non-compliance is reasonably expected not have a Material Adverse Effect. Neither Seller nor the Acquired Entities have received any written notice, report or other information regarding any actual or alleged violation of the Environmental Health and Safety Requirements, and any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to the Business or its facilities arising under the Environmental Health and Safety Requirements, the subject of which is reasonably expected to have a Material Adverse Effect.

Securities Representations

TCS is an “Accredited Investor” in both Canada (as that term is defined in National Instrument 45-106, as adopted by the British Columbia Securities Commission) and the United States (as defined in Rule 501 of Regulation D, promulgated under the Securities Act);

TCS is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;

TCS is aware that an investment in Stockgroup is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the Securities and Exchange Commission;

TCS is not an underwriter of, or dealer in, the common shares of Stockgroup, nor is TCS participating, pursuant to a contractual agreement or otherwise, in the distribution of the Purchaser Shares;

TCS understands and agrees that none of the Purchaser Shares have been or will be registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S promulgated under the Securities Act, except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with applicable state securities laws; and

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

REPRESENTATIONS AND WARRANTIES OF STOCKGROUP

The Purchasers jointly and severally represent and warrant to each of the Sellers that the statements contained in this Article 7 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 7), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article 7.

Organization of Stockgroup

Each of the Purchasers is a corporation duly incorporated, organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

Authorization of Transaction

Each of the Purchasers has all necessary power and authority (including all necessary corporate power and authority) to execute and deliver this Agreement and to perform its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the Purchasers, enforceable in accordance with its terms and conditions. Without limiting the generality of the foregoing, the Board of Directors of each of the Purchasers has duly authorized the execution, delivery and performance of this Agreement by the respective Purchasers.

Noncontravention

Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will:

violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Purchasers is subject or any provision of its charter or bylaws; or

conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which that Purchaser is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets). Except as contemplated in this Agreement or as otherwise required pursuant to Applicable Law or the policies of the TSX-V, none of the Purchasers need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

Brokers' Fees

None of the Purchasers has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

Corporate

Stockgroup is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Colorado. Stockgroup Systems is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada. Stockgroup Media is a corporation duly incorporated, validly existing, and in good standing under the laws of the Province of British Columbia. Each of the Purchasers is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.

Claims and Proceedings

There is no outstanding order of any governmental authority against or involving any of the Purchasers that could defeat, defer or negatively impact the consummation of the transactions contemplated by this Agreement, and (ii) there is no Claim pending, or, to the knowledge of Purchasers, threatened against Purchasers, involving this Agreement or the transactions contemplated hereby.

Securities Act

The TCS Ltd. Shares are being acquired by Stockgroup for investment only and not with a view to any public distribution thereof, and Stockgroup shall not offer to sell or otherwise dispose of the TCS Ltd. Shares so acquired by it in violation of Applicable Law.

Availability of Funds

Purchasers have sufficient cash available to enable them to consummate the transactions contemplated by this Agreement and consistent with the provisions of this Agreement and to satisfy the Assumed Liabilities as they become due in the ordinary course of the Business.

No Other Representations

Purchasers acknowledge that Sellers makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business, the Acquired Entities or the Acquired Assets or the future business and future operations thereof or any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Business, the Acquired Entities or the Acquired Assets or the businesses or operations thereof.

PRE-CLOSING COVENANTS

General

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

The Sellers will give any notices to third parties, and they will use commercially reasonable efforts to obtain any third party consents that the Purchasers reasonably may request in connection with the transactions contemplated in this Agreement or that are otherwise necessary to the consummation thereof.

Operation of Business

The Sellers will not, and they will act to ensure that the Acquired Entities will not, engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business between the date of this Agreement and the Closing. Without limiting the generality of the foregoing and except as expressly required by the terms of this Agreement, none of the Acquired Entities will, without Stockgroup’s prior written consent which Stockgroup will not unreasonably withhold:

issue any capital stock;

declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock;

make or accept any loans, or accept any advances on any existing loans, nor will they or any of them grant any Security Interest in any of their assets without Stockgroup's prior written consent in each instance, which consent Stockgroup may grant or withhold at its sole discretion; or

otherwise engage in any practice, take any action, or enter into any transaction of the sort described in Section 6.13 above.

Preservation of Business

The Sellers will keep the Business, the Acquired Assets and the Acquired Entities substantially intact, including the present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

Full Access

The TCS Entities will permit representatives of Stockgroup to have full access during normal business hours to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to each of the Acquired Entities, the Acquired Assets, the Eight Black Agreement or the Business.

Notice of Developments

Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties made in this Agreement. No disclosure by any Party pursuant to this Section 8.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Exclusivity

The Sellers will not:

solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of the Business, the capital stock or other voting securities of the Acquired Entities, the Acquired Assets or any substantial portion of the assets of the Acquired Entities (including any acquisition structured as a merger, consolidation, or share exchange); or

participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Sellers will notify Stockgroup immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

Leases

None of the TCS Entities shall amend, modify, extend, renew or terminate any lease pertaining to the Business, nor shall any of the Acquired Entities enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property, without the prior written consent of Stockgroup.

Resale Restrictions

TCS acknowledges that any resale of the Purchaser Shares will be subject to resale restrictions contained in the securities legislation applicable to it or any proposed transferee. TCS acknowledges that the Purchaser Shares have not been registered under the Securities Act or the securities laws of any state of the United States or any Province of Canada. The Securities may not be offered or sold in the United States or any Province of Canada unless registered in accordance with Applicable Law, including the federal, state and provincial securities laws of the United States and Canada.

Legending of Purchaser Shares

Cash of Acquired Entities At Closing

TCS shall, immediately prior to Closing, cause each of the Acquired Entities to pay to it cash in an amount equal to the cash balance shown for each of them at December 31, 2006, on the Closing Statement of Net Assets. At Stockgroup's election, Stockgroup may elect to purchase all or any portion of this cash by written notice to TCS not less than 48 hours prior to Closing, in which event each of the Acquired Entities will retain the purchased cash in their respective bank accounts and at the Closing Stockgroup shall pay to TCS an amount equal to the purchased cash and TCS will cause the Acquired Entities to remit to it only an amount equal to the cash that was not purchased.

CONDITIONS TO OBLIGATION TO CLOSE

Conditions to Obligation of Stockgroup

The obligation of Stockgroup to consummate the transactions contemplated in this Agreement, and to perform the obligations to be performed by it at or in connection with the Closing, is subject to satisfaction of the following conditions:

the representations and warranties set forth in Article 6 above shall be true and correct in all material respects at and as of the Closing Date and Stockgroup shall have received a certificate confirming the foregoing, signed for and on behalf of each of the Sellers and the Acquired Entities by senior officers or directors of the Sellers, in form and substance satisfactory to Stockgroup and its counsel;

the Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing and Stockgroup shall have received a certificate confirming the foregoing, signed for and on behalf of each of the Sellers by senior officers or directors of the Sellers, in form and substance satisfactory to Stockgroup and its counsel acting reasonably;

the Parties shall have received all necessary authorizations, consents and approvals Material to the completion of the transactions contemplated by this Agreement including, by way of example and not in limitation, the approval, if required, of the TSX-V;

no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, provincial, local, or foreign jurisdiction or before any arbitrator wherein an unfavourable injunction, judgment, order, decree, ruling, or charge would:

prevent consummation of any of the transactions contemplated by this Agreement;

cause any of the transactions contemplated by this Agreement to be rescinded following consummation;

affect adversely the right of Stockgroup to own the Acquired Entities, the right of Stockgroup Systems to own the Acquired Assets, the right of Stockgroup Media to own the Eight Black Agreement and the right of the Purchasers in general to operate the Business; or

affect adversely the right of any of the Acquired Entities to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

the Acquired Entities shall have received the resignations, effective at the Closing, of each director and officer of any of them, free of any claim for severance, notice, wrongful dismissal and similar matters;

the Sellers shall have obtained and delivered the Lease Consents to Stockgroup Systems;

no damage or destruction or other change has occurred with respect to any of the Acquired Entities, the Acquired Assets or the Eight Black Agreement that, individually or in the aggregate, would have a Material Adverse Effect on the value thereof or the operation of the Business as currently conducted.

Conditions to Obligation of the Sellers

The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:

the representations and warranties set forth in Article 7 above shall be true and correct in all material respects at and as of the Closing Date and the Sellers shall have received a certificate confirming the foregoing, signed for and on behalf of Stockgroup by its President, in form and substance satisfactory to TCS and its counsel acting reasonably;

the Purchasers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing and TCS shall have

received a certificate confirming the foregoing, signed for and on behalf of the Purchasers by the President of Stockgroup, in form and substance satisfactory to the Sellers and their counsel acting reasonably;

no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavourable injunction, judgment, order, decree, ruling, or charge would:

prevent consummation of any of the transactions contemplated by this Agreement; or

cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

the Parties shall have received all necessary authorizations, consents, and approvals to the transactions contemplated in this Agreement including, by way of example and not in limitation, the approval, if required, of the TSX-V; and

TCS may waive any condition specified in this Section 9.2 if it executes a writing so stating at or prior to the Closing.

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

Survival; Right to Indemnification

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

Sellers’ Indemnity

Sellers shall jointly and severally indemnify, defend and hold the Purchaser Indemnitees harmless from and against any Losses, subject to the limitations and provisions of this Section 10, asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnities, directly or indirectly, in connection with, arising out of, or which would not have occurred but for:

the breach of any representation or warranty made by Sellers in Section 6 of this Agreement (other than Section 6.16, which shall be covered by Section 11 of this Agreement), or in any certificate, document or agreement furnished pursuant hereto by Sellers or either of them;

any breach or nonfulfillment of any covenant or agreement of Sellers or either of them under this Agreement (other than Section 11.2, which shall be covered by Section 11.1) or under any certificate, document or agreement furnished pursuant hereto by Sellers or either of them;

any Liability, including any Sellers’ failure to satisfy any of its obligations relating thereto, other than an Assumed Liability;

Sellers’, an Acquired Entity’s or their respective Affiliates’ ownership, operation or use of the Acquired Assets, the TCS Ltd. Shares, the Benelux Shares, the Iberian Shares, the Aether Shares, the Business except to the extent such Losses are an Assumed Liability or relate to or result from, directly or indirectly, a breach of any representation or warranty of any of the Sellers made in this Agreement;

Seller’s failure to comply with any bulk sales, bulk transfer or fraudulent transfer laws that may be applicable to this Agreement or the transactions contemplated hereby.

Purchasers’ Indemnity

Purchaser shall indemnify, defend and hold Seller Indemnitees harmless from and against any Losses, subject to the limitations and provisions of this Section 10 asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Seller Indemnitees, directly or indirectly, in connection with, arising out of, or which would not have occurred but for:

the breach of any representation or warranty made by any of the Purchasers in this Agreement or in any certificate, document or agreement furnished pursuant hereto by a Purchaser;

any breach or nonfulfillment by any of the Purchasers of any of their covenants or agreements under this Agreement (other than Section 11.2, which shall be covered by Section 11.1) or under any certificate, document or agreement furnished pursuant hereto by any of the Purchasers;

the Assumed Liabilities, including Purchasers’ (and, after the Closing, an Acquired Entity’s) failure to satisfy any of its obligations relating thereto, except to the extent such Losses relate to or result from, directly or indirectly, a breach of any representation or warranty of either of the Sellers in this Agreement; and

the ownership, operation or use of the Acquired Assets, the Acquired Entities, the TCS Ltd. Shares, the Iberian Shares, the Benelux Shares, the Aether Shares and the Business after the Closing by any of the Purchasers (and after the Closing, an Acquired Entity) except for any of such matters for which any of the Sellers are otherwise liable under this Agreement.

Procedure for Indemnification – Third Party Claims.

Promptly after receipt by any Party entitled to indemnity hereunder of the commencement of any Claim against such Party (the “Indemnified Party”), such Indemnified Party will, if a Claim is to be made against an indemnifying party under this Section 10, give notice to the party obligated to provide indemnification pursuant to this Section 10 (the “Indemnifying Party”) of the commencement of such Claim, specifying the factual basis of the Claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Party, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to give such notice.

If any third party Claim referred to in Section 10.4(a) is brought against an Indemnified Party, the Indemnified Party shall give notice to the Indemnifying Party of the commencement of such third party Claim within ten (10) Business Days after receipt by such Indemnified Party of notice of the third party Claim. The Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days’ after receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Thereafter, the Indemnifying Party will be entitled, if it so elects by written notice to the Indemnified Party within ten (10) days of receiving the Indemnified Party’s notice of the Claim, to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall reasonably determine that there is a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such third party Claim or there are or may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party or a difference of position or potential difference of position exists between the Indemnifying Party and the Indemnified Party that would make such separate representation advisable in the reasonable opinion of counsel to the Indemnified Party, in which case the reasonable fees and expenses of such counsel will be borne by the Indemnifying

Party unless such representation is advisable solely as the result of activities of the Indemnified Party since the Closing for which no indemnity has been given by the Indemnifying Party, and (ii) the Indemnified Party shall not have any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing. With respect to any assertion of liability by a third party that results in a third party Claim, the parties hereto shall make available to each other all relevant information in their possession that is material to any such assertion.

If the Indemnifying Party assumes the defense of a third party Claim, (i) no compromise or settlement of such third party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation by any Indemnified Party of any Applicable Law or any violation by any Indemnified Person of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; (ii) the Indemnifying Party will have no Liability with respect to any compromise or settlement of such third party Claim effected without the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed); and (iii) the Indemnified Party will cooperate, at the expense of the Indemnifying Party, as the Indemnifying Party may reasonably request in investigating, defending and subject to clause (i) settling such third party Claim. If the Indemnifying Party elects not to defend a third party Claim, is not permitted to defend such third party Claim for a reason addressed in this Section 10.4 or fails to notify the Indemnified Party of its election as herein provided, the Indemnified Party may pay, compromise, settle or defend such third party Claim at the sole cost and expense of the Indemnifying Party if the Indemnifying Party is determined to be liable to the Indemnified Party hereunder. In any event, the Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense of any third party Claim.

Procedure for Indemnification – Other Claims

A Claim for indemnification for any matter not involving a third party Claim may be asserted by notice from the Indemnified Party to the Indemnifying Party. Such notice shall specify the factual basis of such Claim and the amount thereof in reasonable detail to the extent then known by the Indemnified Party.

Time Limitations; Indemnification by Securityholders

If the Closing occurs, the Indemnifying Party shall have no Liability pursuant to Section 10.2 or Section 10.3 or of this Agreement unless an Indemnified Party gives notice to the Indemnifying Party of an actual Claim under Section 10.2 or Section 10.3 within the applicable timeframe, if any, specified in Section 10.1, which notice shall specify the factual basis of that Claim in reasonable detail to the extent then known by such Indemnified Party.

Monetary Limitations

Subject to the following sentence, the aggregate amount of each of Seller’s liability for Losses under Section 9.2(a) and Purchaser’s and TCS’s aggregate liability for Losses under Section 9.2(b) shall be limited in each case to one million five hundred thousand dollars ($1,500,000). The limitations set forth in this Section 10.7 will not apply to any Claims for indemnification in connection with, arising out of, or which would not have occurred but for fraud or covenants to be performed in whole or in part, post-Closing.

Losses Net of Insurance; Taxes

The amount of any Losses for which indemnification is provided under this Section 10 or Section 11.1 shall be net of (i) any amounts recovered by the Indemnified Party or any of its Affiliates pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received from the Indemnified Party or any of its Affiliates as an offset against such Losses (each source named in clauses (i) and (ii), a “Collateral Source”), and (iii) an amount equal to the present value of the net Tax benefit or net Tax cost, if any, available to or taken by the Indemnified Party or any of its Affiliates attributable to such Loss. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, that the Indemnifying Party will then be responsible for pursuing such recovery at its own expense. If the amount to be netted under this Section 10.8 from any payment required under Section 10 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 10, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 10 had such determination been made at the time of such payment.

Purchase Price Adjustment

All indemnification payments under this Section 10 shall be deemed adjustments to the Purchase Price for federal Tax purposes unless otherwise required by a determination made by a Governmental Authority.

No Double Recovery

Notwithstanding the fact that any Party may have the right to assert Claims for indemnification under or in respect of more than one provision of this Agreement or another agreement entered into in connection herewith in respect of any fact, event, condition or circumstance, no Party shall be entitled to recover the amount of any Losses suffered by such Party more than once under all such agreements in respect of such fact, event, condition or circumstance, and an Indemnifying Party shall not be liable for indemnification to the extent the Indemnified Party has otherwise been fully compensated on a dollar for dollar basis for such Losses.

TAX LIABILITY

Liability for Taxes.

Purchasers shall be jointly and severally liable for, and shall indemnify Seller Indemnitees against, all Taxes arising or resulting from (i) the conduct of the Business by any of Purchasers or the Acquired Entities or the ownership of the Acquired Assets for taxable periods or portions thereof beginning after the Closing Date or (ii) any transaction relating to the Business or the Acquired Assets that Purchasers or any of its Affiliates causes to occur on or after the Closing Date and the assumption of the Assumed Liabilities by Purchaser pursuant to this Agreement.

Sellers shall be jointly and severally liable for and they agree to indemnify, defend and hold Purchaser Indemnities harmless from (i) any Tax imposed on an Acquired Entity if and to the extent that such Tax arises in respect of a taxable period ended on or before the Closing (a “Tax Indemnity Period”), (ii) any Tax that constitutes a lien or Encumbrance on the Acquired Assets if and to the extent that such Tax arises in respect of a Tax Indemnity Period, (iii) any Tax or other Losses resulting from the inaccuracy or breach of any representation or warranty set forth in Section 6.16 or the breach of any covenants set forth in Section 11.2, and (iv) any costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses) arising out of the imposition or assessment of any Tax, Losses or other costs described in clause (i), (ii) or (iii) (“Other Costs”), and the filing of any Returns for a taxable period ending on or before the Closing Date, including those incurred in the contest of good faith of any such imposition, assessment or assertion. Any Tax imposed as a result of the sale of the Business and the Purchased Assets to Purchaser and the assumption of the Assumed Liabilities by Purchaser pursuant to this Agreement shall be deemed to arise in respect of a Tax Indemnity Period.

For purposes of subsections (a) and (b) of this Section 11.1, whenever it is necessary to determine the Liability for Taxes for a Straddle Period, such Taxes shall be apportioned between Sellers and Purchasers (A) in the case of Taxes other than income, sales and use and withholding taxes, on a per diem basis and (B) in the case of income, sales and use and withholding taxes, as determined as though the Straddle Period consisted of two taxable years or periods, one which ended on the Closing Date and the other which began at the beginning of the day following the Closing Date.

Purchasers shall pay to Sellers the amounts received by Purchasers or any of Purchasers’ Affiliates of any refund, abatement or credit of (A) Taxes which are attributable to the conduct of the Business or the ownership of the Acquired Assets on or prior to the Closing Date and (B) any other Tax Assets. In the case of any Straddle Period, Purchasers shall pay to Sellers the amount received by any of the Purchasers or any of their Affiliates of any refund, abatement or credit of

Taxes that would have been made had the Taxable Period ended on the Closing Date.

Any assessment or other Claim by a governmental authority seeking to enforce or collect a Tax, Losses or Other Costs described in Section 11.1 shall be subject to the provisions of Section 10.4, 10.5, 10.6, 10.8 and 10.9 of this Agreement to the extent that Section 11.2 does not apply to such assessment or Claim.

For the avoidance of doubt, notwithstanding any other contrary provisions of this Agreement, Sellers shall not be liable for any Taxes or related Losses to the extent such Taxes or related Losses are included in Assumed Liabilities.

Post Closing Tax Matters

TCS will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Closing Date as to which Tax Returns are due after the Closing Date (including the consolidated, unitary, and combined Tax Returns for TCS which include the operations of the Business for any period ending on or before the Closing Date). TCS shall permit Purchasers to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller will make all payments required with respect to any such Tax Return; provided, however, that Purchasers will indemnify Seller pursuant to Section 11.1(a), above, for any such Taxes that are Assumed Liabilities.

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

With respect to the Acquired Entities:

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

Purchasers will be responsible for the preparation and filing of all Tax Returns for all periods ending after the Closing Date as to which Tax Returns are due after the Closing Date including Tax Returns for the

Straddle Period. Purchasers are not required to permit TCS to review and approve the content of each such Tax Return described in the preceding sentence prior to filing and Purchasers will only permit TCS to review and comment on such Tax Returns to the extent that they (a) affect Tax Returns of the Acquired Entities previously filed by the TCS, and (b) have an effect on TCS. Purchasers will make all payments required with respect to any such Tax Return and TCS shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Section 11.1, above.

Except to the extent required by Applicable Laws, Purchasers shall not, without prior written consent of TCS, such consent not to be unreasonably withheld, amend any Tax Return filed by, or with respect to, the Acquired Entities for any taxable period, or portion thereof, ending before the Closing Date.

Except to the extent required by Applicable Laws, TCS shall not, without prior written consent of the Purchasers, such consent not to be unreasonably withheld, amend any Tax Return filed by, or with respect to, the Acquired Entities for any taxable period, or portion thereof, ending before the Closing Date.

RECORDS/LITIGATION AND TAX MATTERS

Records/Litigation.

For a period of five (5) years after the Closing Date, in the event and for so long as any Party or an Acquired Entity or any of their respective Affiliates is contesting or defending against any Claim in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any Party or an Acquired Entity or any of their respective Affiliates, the other Party or Acquired Entity, as the case may be, will cooperate with the contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party claims to be entitled to indemnification therefor under this Agreement.

For a period of three (3) years after the Closing Date, each Party shall provide such assistance as any of the other Parties may from time to time reasonably request in connection with the preparation of Tax Returns required to be filed, any audit or other examination by any taxing authority, any judicial or administrative proceeding relating to Liability for Taxes, or any claim for refund in respect of such Taxes or in connection with any litigation and proceedings related to the

TERMINATION

Termination of Agreement

Certain of the Parties may terminate this Agreement as provided below:

Stockgroup and TCS may terminate this Agreement by mutual written consent at any time prior to the Closing;

Stockgroup may terminate this Agreement by giving written notice to TCS at any time prior to the Closing:

in the event that any of the Sellers or the Acquired Entities have breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Stockgroup has notified TCS of the breach, and the breach has continued without cure for a period of 10 days after the notice of breach; or

if the Closing shall not have occurred on or before January 31, 2007, by reason of the failure of any condition precedent under Section 9.1 hereof (unless the failure results primarily from Stockgroup itself breaching any material representation, warranty, or covenant contained in this Agreement); and

TCS may terminate this Agreement by giving written notice to Stockgroup at any time prior to the Closing:

in the event Stockgroup has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, TCS has notified Stockgroup of the breach, and the breach has continued without cure for a period of 10 days after the notice of breach; or

if the Closing shall not have occurred on or before January 31, 2007, by reason of the failure of any condition precedent under Section 9.2 hereof (unless the failure results primarily from the Sellers themselves breaching any material representation, warranty, or covenant contained in this Agreement).

POST-CLOSING MATTERS

Piggy-Back Registration.

If at any time after Closing Stockgroup decides to file a registration statement under the Securities Act covering the distribution or sale of any of the common shares of Stockgroup other than the Purchaser Shares (other than a registration on Form S-8 or any similar form used for the purpose of registering equity securities to be issued solely in connection with stock option or other employee benefit plans), it shall forthwith give a written registration notice to TCS of such decision. TCS shall have the right to elect, by written notice to be given to Stockgroup not more than five (5) business days following receipt of the registration notice, to have the registration statement cover the sale of the Purchaser Shares by TCS.

The piggyback registration rights granted pursuant to Section 14.1(a), above, shall be subject to the right of Stockgroup to include none or a lesser number of the Purchaser Shares for qualification under any registration statement at the direction (made reasonably) of any underwriter or agent engaged by Stockgroup in connection with the offering.

The obligations of Stockgroup under Section 14.1(a), above, shall terminate and be of no further effect when the Purchaser Shares are otherwise eligible for resale pursuant to Rule 144 (or any successor provision) under the Securities Act;

Payment for Preparation of Most Recent Financial Statements

The preparation and delivery of the Fiscal Year End Statements shall be at the sole cost and expense of TCS except to the extent of the incremental cost incurred to obtain an independent auditor’s report from the James Cowper firm covering information with respect to the Acquired Assets for inclusion in the Fiscal Year End Statements, which incremental cost shall be paid by Stockgroup.

Name Change

At or within a reasonable period of time after the Closing, each of TCS Ltd., Benelux and Iberian will change its name to a name that does not include "TeleCommunication Systems".

UK Lease

From and after Closing, TCS will pay monthly to TCS Ltd. a sum equal to fifty percent (50%) of all charges payable by TCS Ltd. to the landlord under the UK Lease, including monthly or annual rent, operating expenses or pass-throughs, Tax pass-throughs and other charges for which TCS Ltd is liable under the UK Lease. At the end of the current term of the UK Lease, TCS shall pay to TCS Ltd. a sum equal to fifty percent (50%) of any charges assessed by the UK landlord or otherwise incurred by TCS Ltd. with respect to the surrender of the premises, including any charges incurred to modify the premises

as required under the UK Lease to the extent that such charges are not otherwise covered by the amount of leasehold deposit held by the landlord.

No Competition

Each of the Sellers shall not for a period of three (3) years from the Closing Date at any time, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person or Persons as investor, advisor, consultant, lender of funds, developer, agent, principal, shareholder, director, officer, employee, associate or in any other manner or capacity whatsoever carry on or be engaged in or be concerned with or interested in any business similar to or in competition with the Business anywhere in the World.

MISCELLANEOUS

Press Releases and Public Announcements

No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use commercially reasonable efforts to advise the other Party prior to making the disclosure).

No Third-Party Beneficiaries

This Agreement shall not confer any rights or remedies upon any Person other than the Parties. None of the Parties may assign this Agreement to any Person.

Entire Agreement

This Agreement (including the Schedules and the documents referred to herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

Succession and Assignment

This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

Counterparts

This Agreement may be executed and delivered in one or more counterparts, including counterparts delivered by facsimile, portable document format (known by the acronym ‘.pdf’) or otherwise, each of which shall be deemed an original document and each of

which, taken together, shall constitute one and the same instrument. A party providing its signature by facsimile, portable document format or otherwise shall promptly forward to the other party the original of the executed copy of this Agreement that was so delivered.

Headings

The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Notices

All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if it is hand delivered and addressed to the intended recipient as set forth below:

If to the Sellers:

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

Governing Law

This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Amendments and Waivers

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Purchasers and the Sellers. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Severability

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Expenses

Each of the Purchasers and the Sellers will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

Construction

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, provincial, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. Nothing in the Disclosure Schedule shall be

deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with particularity and describes, where required, the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself and requires such listing). The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.

Disclosure Schedule

The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or the Agreement. Disclosure of any fact or item in any Section of the Disclosure Schedule hereto referenced by a particular Section in this Agreement shall be deemed to have been disclosed with respect to every other Section of this Agreement if such disclosure would permit a reasonable person to find such disclosure relevant to such other Sections.

Incorporation of Schedules

The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

Bulk Transfer Laws

TCS will comply with any applicable bulk transfer laws.

Events Subsequent to Most Recent Fiscal Quarter End

Tax Matters

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

Real Property

Intellectual Property

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

(ii) Domain Names:

docupro.com

marketclip.com

pocketfutures.com

Marketstreamlive.com

Wirelessdatascreen.com

Portabledatascreen.com

Mobiquote.com

Gotxt.com

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

ASTRO/DINO/SCOOBY (customized Access 97 apps)

TCS intranet site for marketStream support (maintained by Dave Clarke)

FX Alert

Energy Pager/Energy Alert

Scrappy Pager/Scrappy

PocketFutures

MarketClip

MarketClip Plus

Wireless Datascreen (including Generic Real-time Information Manager)

MiniTerminal (including IFX)

Server and Client Software licenses underlying the marketStream service all as more specifically set forth in the Fourth Amendment and Restatement of the Software License Agreement between Imperial Software Technology Limited (IST) and TeleCommunication Systems Limited dated May 31, 2006 (the “IST License Agreement”)

Solomon 4 v2.06 (customized)

Citrix

Reuters 3000Xtra HTA software v5

Reuters 3000Xtra Deployed (feed software) v5

Reuters Terminal software v3.91

Reuters Messenger software

Reuters eDAD datafeed access declaration software

Cognos ReportNet (for reporting from mStream production); parts include: Configuration Manager, Framework Manager and Report Studio

Motorola CP-1250 pager programming software

Access ARIBA site

Bridgefeed BFClient App

Except to the extent set forth in Schedule H (Transition Services Agreement), access to the TSDA intranet site (used for provisioning AIM-based applications including marketClip Plus) (uses AIM database)

POS Partner (credit card processing software for Solomon) by Merchant e Solutions

Remedy software product and the Customer Support Software product that is developed in Remedy and owned by TCS to provide customer support and trouble ticket tracking and resolution (“CSS Support”)

UNICORN billing system

StarTeam change and configuration management software

Visual C++ 6.0 Enterprise Edition

Installshield 5.5 Professional Edition

Royalty Payment

Payments to Imperial Software Technology Limited (IST) for the license to use and redistribute components of marketStream service all as more specifically set forth in Exhibit C (Fees and Costs) to the Fourth Amendment and Restatement of the Software License Agreement between Imperial Software Technology Limited (IST) and TeleCommunication Systems Limited dated May 31, 2006 as amended by the Fifth Amendment dated January 15, 2007 (the “IST License Agreement”).