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Indemnification Agreement - KNOBIAS, - 12-30-2004

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					EXHIBIT 10.5

                                    INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT, dated as of November 19, 2004, is made by and between
KNOBIAS, INC., a Delaware corporation (the "Company"), and Joseph L. Stephens (the "Indemnitee").

                                                  RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as
directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or
indemnification, due to increased exposure to litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the
compensation of such directors, officers and other agents;

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply,
ambiguous or conflicting, and therefore fail to provide such directors, officers and agents with adequate, reliable
knowledge of legal risks to which they are exposed or information regarding the proper course of action to take;

C. Plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or
not the case is meritorious), that the defense or settlement of such litigation is often beyond the personal resources
of directors, officers and other agents;

D. The Company believes that it is unfair for its directors, officers and agents and the directors, officers and
agents of its subsidiaries to assume the risk of huge judgments and other expenses which may occur in cases in
which the director, officer or agent received no personal profit and in cases where the director, officer or agent
was not culpable;

E. The Company recognizes that the issues in controversy in litigation against a director, officer or agent of a
corporation such as the Company or its subsidiaries are often related to the knowledge, motives and intent of
such director, officer or agent, that he is usually the only witness with knowledge of the essential facts and
exculpating circumstances regarding such matters, and that the long period of time which usually elapses before
the trial or other disposition of such litigation often extends beyond the time that the director, officer or agent can
reasonably recall such matters; and may extend beyond the normal time for retirement for such director, officer or
agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or
administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which
may discourage such a director, officer or agent from serving in that position;
F. Based upon their experience as business managers, the Board of Directors of the Company (the "Board") has
concluded that, to retain and attract talented and experienced individuals to serve as directors, officers and agents
of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the
success of the Company and its subsidiaries, it is necessary for the Company contractually to indemnify its
directors, officers and agents and the directors, officers and agents of its subsidiaries, and to assume for itself
maximum liability for expenses and damages in connection with claims against such directors, officers and agents
in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to
provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the
Company's stockholders;

G. Section 145 of the General Corporation Law of Delaware, under which the Company is organized ("Section
145"), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of
other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not
exclusive.

H. The Company has requested Indemnitee to serve as a director, officer or agent of the Company or one or
more subsidiaries of the Company, and the Indemnitee is willing to serve the Company in such capacity, free from
undue concern for claims for damages arising out of or related to such services to the Company or one or more
subsidiaries of the Company, and provided that he is furnished the indemnity provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) Agent. For the purposes of this Agreement, "agent" of the Company means any person who is or was a
director, officer, employee or other agent of the Company or a subsidiary of the Company, or is or was serving
at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a
director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent
the interests of such predecessor corporation.

(b) Expenses. For purposes of this Agreement, "expenses" include all out of pocket expenses or costs of any
type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements), actually
and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a
proceeding or establishing or enforcing a right to indemnification under this Agreement or Section 145 or
otherwise; provided, however, that "expenses" shall not include any judgments, fines, ERISA excise taxes or
penalties, or amounts paid in settlement of a proceeding.

                                                          2
(c) Proceeding. For the purposes of this Agreement, "proceeding" means any threatened, pending, or completed
action, suit or other proceeding, whether civil, criminal, administrative, or investigative.

(d) Subsidiary. For purposes of this Agreement, "subsidiary" means any corporation, partnership, limited liability
company or other entity of which more than 50% of the outstanding voting securities is owned directly or
indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other
subsidiaries.

2. AGREEMENT TO SERVE. The Indemnitee agrees to serve as Agent of the Company, at its will (or under
separate agreement, if such agreement exists), in the capacity Indemnitee currently serves, so long as he is duly
appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or
any subsidiary of the Company or until such time as he tenders his resignation in writing; provided, however, that
nothing contained in this Agreement is intended to create any right to continued employment by Indemnitee.

3. LIABILITY INSURANCE.

(a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee
shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to
any possible proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company,
subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability
insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers.

(b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a
manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured
of the Company's directors, if the Indemnitee is a director; or of the Company's officers, if the Indemnitee is not a
director of the Company but is an officer; or of the Company's key employees, if the Indemnitee is not a director
or officer but is a key employee.

(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall
have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such
insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of
coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.

4. MANDATORY INDEMNIFICATION. Subject to Section 9 below, the Company shall indemnify the
Indemnitee as follows:

(a) Successful Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of
any proceeding (including, without limitation, an action by or in the right of the Company) to which the Indemnitee
was a party by reason of the fact that he is or was an Agent of the Company at any time, against all expenses of
any type whatsoever actually and reasonably incurred by him in connection with the investigation, defense or
appeal of such proceeding.

                                                           3
(b) Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was
an Agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company
shall indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) imposed by a
court or governmental entity or otherwise actually and reasonably incurred by him in connection with the
investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its
stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

(c) Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to
any proceeding by or in the right of the Company by reason of the fact that he is or was an Agent of the
Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify
the Indemnitee against all expenses actually and reasonably incurred by him in connection with the investigation,
defense, settlement, or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders; except
that no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to
which such person shall have been finally adjudged to be liable to the Company by a court of competent
jurisdiction unless and only to the extent that the court in which such proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.

(d) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened
to be made a party to any proceeding by reason of the fact that he is or was an Agent of the Company, or by
reason of anything done or not done by him in any such capacity, and if prior to, during the pendency of after
completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee's
heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually
and reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections

4(a), 4(b), or 4(c) above were Indemnitee still alive.

(e) Payment Under Policy. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the
Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to
Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under another valid and
enforceable indemnity clause, by-law or agreement.

                                                         4
5. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement)
incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to
indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for
such total amount except as to the portion hereof to which the Indemnitee is not entitled.

6. MANDATORY ADVANCEMENT OF EXPENSES. Subject to Section 8(a) below, the Company shall
advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or
appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the
fact that the Indemnitee is or was an Agent of the Company. Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not
entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be
paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor
by the Indemnitee to the Company.

7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of
any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be
sought from the Company under this Agreement, notify the Company of the commencement or threat of
commencement thereof.

(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof,
the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee,
the Company, except as otherwise provided below, shall be entitled to assume the defense of such proceeding,
with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so
to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel
subsequently incurred by the Indemnitee with respect to the same proceeding, except as otherwise provided
below. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation
on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employ his
counsel in any proceeding but the fees and expenses of the counsel incurred after notice from the Company of its
assumption of the

                                                         5
defense of the proceeding shall be at the Indemnitee's expense, unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a
proceeding, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such
proceeding, in each of which cases the fees and expenses of Indemnitee's counsel, including any fees and
expenses incurred in connection with an investigation to determine whether a conflict of interest exists, shall be at
the expense of the Company. The Company shall not be entitled to assume the defense of any proceeding
brought by or on behalf of the Company or as to which the Indemnitee has reasonably made the conclusion,
based on written advice of counsel, that there may be a conflict of interest between the Company and the
Indemnitee.

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to
proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii)
such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the
Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or
enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
Section 145;

(b) Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect
to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not
made in good faith or was frivolous; or

(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in
settlement of a proceeding unless the Company consents to such settlement, which consent shall not be
unreasonably withheld or delayed.

9. NON-EXCLUSIVITY. The provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or
disinterested directors, other agreements, or otherwise, both as to action in his official capacity and to action in
another capacity while occupying his position as an Agent of the Company, and the Indemnitee's rights hereunder
shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of
the heirs, executors and administrators of the Indemnitee.

                                                          6
10. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Indemnitee shall
be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part by the Company, or (ii) no disposition of such claim is
made within ninety (90) days of request therefor by the Company. Indemnitee, in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a
defense to any action for which a claim for indemnification is made under this Agreement (other than an action
brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has
been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set
forth in Sections 4 and 8 hereof. Neither the failure of the Company (including its Board of Directors or its
stockholders) to have made a determination prior to the commencement of such enforcement action that
indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company
(including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to
the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or
otherwise.

11. SUBROGATION. In the event the Company is obligated to make a payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights of recovery under any valid and
collectible insurance policy of D&O Insurance or another indemnity agreement covering the Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such rights and to
enable the Company effectively to bring suit to enforce such rights.

12. SURVIVAL OF RIGHTS.

(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible
claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein.

(b) The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.

13. INTERPRETATION OF AGREEMENT. It is understood that the parties hereto intend this Agreement to
be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by
law including those circumstances in which indemnification would otherwise be discretionary.

14. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of
the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and
to give effect to Section 13 hereof.

                                                           7
15. SAVINGS CLAUSE. If this Agreement or any portion of it is invalidated on any ground by any court of
competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to expenses, judgments,
fines, penalties or ERISA excise taxes with respect to any proceeding to the full extent permitted by any
applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

16. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.

17. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed
by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses
for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice.

18. GOVERNING LAW. This Agreement shall be governed exclusively by and construed according to the laws
of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed
entirely within Delaware.

19. CONSENT TO JURISDICTION. The Company and the Indemnitee each hereby consent to the jurisdiction
of the courts of the State of Delaware with respect to any action or proceeding which arises out of or relates to
this Agreement.

                                 [SIGNATURES ON FOLLOWING PAGE]

                                                        8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

                                              COMPANY:

                                           KNOBIAS, INC.

                                  By: /s/ E. KEY RAMSEY
                                    -------------------------------
                                    Its Chief Executive Officer




                                            INDEMNITEE:

                                     /s/ JOSEPH L. STEPHENS
                                  ---------------------------------
                                  Joseph L. Stephens
                                  Address: Post Office Box 1178
                                           Magee, MS 39111




                                                    9
EXHIBIT 10.6

                                    INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT, dated as of November 19, 2004, is made by and between
KNOBIAS, INC., a Delaware corporation (the "Company"), and Danny M. Dunnaway (the "Indemnitee").

                                                  RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as
directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or
indemnification, due to increased exposure to litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the
compensation of such directors, officers and other agents;

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply,
ambiguous or conflicting, and therefore fail to provide such directors, officers and agents with adequate, reliable
knowledge of legal risks to which they are exposed or information regarding the proper course of action to take;

C. Plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or
not the case is meritorious), that the defense or settlement of such litigation is often beyond the personal resources
of directors, officers and other agents;

D. The Company believes that it is unfair for its directors, officers and agents and the directors, officers and
agents of its subsidiaries to assume the risk of huge judgments and other expenses which may occur in cases in
which the director, officer or agent received no personal profit and in cases where the director, officer or agent
was not culpable;

E. The Company recognizes that the issues in controversy in litigation against a director, officer or agent of a
corporation such as the Company or its subsidiaries are often related to the knowledge, motives and intent of
such director, officer or agent, that he is usually the only witness with knowledge of the essential facts and
exculpating circumstances regarding such matters, and that the long period of time which usually elapses before
the trial or other disposition of such litigation often extends beyond the time that the director, officer or agent can
reasonably recall such matters; and may extend beyond the normal time for retirement for such director, officer or
agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or
administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which
may discourage such a director, officer or agent from serving in that position;
F. Based upon their experience as business managers, the Board of Directors of the Company (the "Board") has
concluded that, to retain and attract talented and experienced individuals to serve as directors, officers and agents
of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the
success of the Company and its subsidiaries, it is necessary for the Company contractually to indemnify its
directors, officers and agents and the directors, officers and agents of its subsidiaries, and to assume for itself
maximum liability for expenses and damages in connection with claims against such directors, officers and agents
in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to
provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the
Company's stockholders;

G. Section 145 of the General Corporation Law of Delaware, under which the Company is organized ("Section
145"), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of
other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not
exclusive.

H. The Company has requested Indemnitee to serve as a director, officer or agent of the Company or one or
more subsidiaries of the Company, and the Indemnitee is willing to serve the Company in such capacity, free from
undue concern for claims for damages arising out of or related to such services to the Company or one or more
subsidiaries of the Company, and provided that he is furnished the indemnity provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) Agent. For the purposes of this Agreement, "agent" of the Company means any person who is or was a
director, officer, employee or other agent of the Company or a subsidiary of the Company, or is or was serving
at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a
director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent
the interests of such predecessor corporation.

(b) Expenses. For purposes of this Agreement, "expenses" include all out of pocket expenses or costs of any
type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements), actually
and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a
proceeding or establishing or enforcing a right to indemnification under this Agreement or Section 145 or
otherwise; provided, however, that "expenses" shall not include any judgments, fines, ERISA excise taxes or
penalties, or amounts paid in settlement of a proceeding.

                                                          2
(c) Proceeding. For the purposes of this Agreement, "proceeding" means any threatened, pending, or completed
action, suit or other proceeding, whether civil, criminal, administrative, or investigative.

(d) Subsidiary. For purposes of this Agreement, "subsidiary" means any corporation, partnership, limited liability
company or other entity of which more than 50% of the outstanding voting securities is owned directly or
indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other
subsidiaries.

2. AGREEMENT TO SERVE. The Indemnitee agrees to serve as Agent of the Company, at its will (or under
separate agreement, if such agreement exists), in the capacity Indemnitee currently serves, so long as he is duly
appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or
any subsidiary of the Company or until such time as he tenders his resignation in writing; provided, however, that
nothing contained in this Agreement is intended to create any right to continued employment by Indemnitee.

3. LIABILITY INSURANCE.

(a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee
shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to
any possible proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company,
subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability
insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers.

(b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a
manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured
of the Company's directors, if the Indemnitee is a director; or of the Company's officers, if the Indemnitee is not a
director of the Company but is an officer; or of the Company's key employees, if the Indemnitee is not a director
or officer but is a key employee.

(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall
have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such
insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of
coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.

4. MANDATORY INDEMNIFICATION. Subject to Section 9 below, the Company shall indemnify the
Indemnitee as follows:

(a) Successful Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of
any proceeding (including, without limitation, an action by or in the right of the Company) to which the Indemnitee
was a party by reason of the fact that he is or was an Agent of the Company at any time, against all expenses of
any type whatsoever actually and reasonably incurred by him in connection with the investigation, defense or
appeal of such proceeding.

                                                           3
(b) Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was
an Agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company
shall indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) imposed by a
court or governmental entity or otherwise actually and reasonably incurred by him in connection with the
investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its
stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

(c) Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to
any proceeding by or in the right of the Company by reason of the fact that he is or was an Agent of the
Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify
the Indemnitee against all expenses actually and reasonably incurred by him in connection with the investigation,
defense, settlement, or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders; except
that no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to
which such person shall have been finally adjudged to be liable to the Company by a court of competent
jurisdiction unless and only to the extent that the court in which such proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.

(d) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened
to be made a party to any proceeding by reason of the fact that he is or was an Agent of the Company, or by
reason of anything done or not done by him in any such capacity, and if prior to, during the pendency of after
completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee's
heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually
and reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections

4(a), 4(b), or 4(c) above were Indemnitee still alive.

(e) Payment Under Policy. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the
Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to
Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under another valid and
enforceable indemnity clause, by-law or agreement.

                                                         4
5. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement)
incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to
indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for
such total amount except as to the portion hereof to which the Indemnitee is not entitled.

6. MANDATORY ADVANCEMENT OF EXPENSES. Subject to Section 8(a) below, the Company shall
advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or
appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the
fact that the Indemnitee is or was an Agent of the Company. Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not
entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be
paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor
by the Indemnitee to the Company.

7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of
any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be
sought from the Company under this Agreement, notify the Company of the commencement or threat of
commencement thereof.

(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof,
the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee,
the Company, except as otherwise provided below, shall be entitled to assume the defense of such proceeding,
with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so
to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel
subsequently incurred by the Indemnitee with respect to the same proceeding, except as otherwise provided
below. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation
on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employ his
counsel in any proceeding but the fees and expenses of the counsel incurred after notice from the Company of its
assumption of the

                                                         5
defense of the proceeding shall be at the Indemnitee's expense, unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a
proceeding, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such
proceeding, in each of which cases the fees and expenses of Indemnitee's counsel, including any fees and
expenses incurred in connection with an investigation to determine whether a conflict of interest exists, shall be at
the expense of the Company. The Company shall not be entitled to assume the defense of any proceeding
brought by or on behalf of the Company or as to which the Indemnitee has reasonably made the conclusion,
based on written advice of counsel, that there may be a conflict of interest between the Company and the
Indemnitee.

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to
proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii)
such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the
Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or
enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
Section 145;

(b) Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect
to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not
made in good faith or was frivolous; or

(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in
settlement of a proceeding unless the Company consents to such settlement, which consent shall not be
unreasonably withheld or delayed.

9. NON-EXCLUSIVITY. The provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or
disinterested directors, other agreements, or otherwise, both as to action in his official capacity and to action in
another capacity while occupying his position as an Agent of the Company, and the Indemnitee's rights hereunder
shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of
the heirs, executors and administrators of the Indemnitee.

                                                          6
10. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Indemnitee shall
be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part by the Company, or (ii) no disposition of such claim is
made within ninety (90) days of request therefor by the Company. Indemnitee, in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a
defense to any action for which a claim for indemnification is made under this Agreement (other than an action
brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has
been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set
forth in Sections 4 and 8 hereof. Neither the failure of the Company (including its Board of Directors or its
stockholders) to have made a determination prior to the commencement of such enforcement action that
indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company
(including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to
the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or
otherwise.

11. SUBROGATION. In the event the Company is obligated to make a payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights of recovery under any valid and
collectible insurance policy of D&O Insurance or another indemnity agreement covering the Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such rights and to
enable the Company effectively to bring suit to enforce such rights.

12. SURVIVAL OF RIGHTS.

(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible
claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein.

(b) The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.

13. INTERPRETATION OF AGREEMENT. It is understood that the parties hereto intend this Agreement to
be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by
law including those circumstances in which indemnification would otherwise be discretionary.

14. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of
the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and
to give effect to Section 13 hereof.

                                                           7
15. SAVINGS CLAUSE. If this Agreement or any portion of it is invalidated on any ground by any court of
competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to expenses, judgments,
fines, penalties or ERISA excise taxes with respect to any proceeding to the full extent permitted by any
applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

16. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.

17. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed
by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses
for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice.

18. GOVERNING LAW. This Agreement shall be governed exclusively by and construed according to the laws
of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed
entirely within Delaware.

19. CONSENT TO JURISDICTION. The Company and the Indemnitee each hereby consent to the jurisdiction
of the courts of the State of Delaware with respect to any action or proceeding which arises out of or relates to
this Agreement.

                                 [SIGNATURES ON FOLLOWING PAGE]

                                                        8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

                                              COMPANY:

                                           KNOBIAS, INC.

                                  By: /s/ E. KEY RAMSEY
                                    -------------------------------
                                    Its Chief Executive Officer




                                            INDEMNITEE:

                                     /s/ DANNY M. DUNNAWAY
                                  ---------------------------------
                                  Danny M. Dunnaway
                                  Address: Post Office Box 545
                                            Brookhaven, MS 39602




                                                    9
EXHIBIT 10.7

                                    INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT, dated as of November 19, 2004, is made by and between
KNOBIAS, INC., a Delaware corporation (the "Company"), and Gregory E. Ballard (the "Indemnitee").

                                                  RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as
directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or
indemnification, due to increased exposure to litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the
compensation of such directors, officers and other agents;

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply,
ambiguous or conflicting, and therefore fail to provide such directors, officers and agents with adequate, reliable
knowledge of legal risks to which they are exposed or information regarding the proper course of action to take;

C. Plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or
not the case is meritorious), that the defense or settlement of such litigation is often beyond the personal resources
of directors, officers and other agents;

D. The Company believes that it is unfair for its directors, officers and agents and the directors, officers and
agents of its subsidiaries to assume the risk of huge judgments and other expenses which may occur in cases in
which the director, officer or agent received no personal profit and in cases where the director, officer or agent
was not culpable;

E. The Company recognizes that the issues in controversy in litigation against a director, officer or agent of a
corporation such as the Company or its subsidiaries are often related to the knowledge, motives and intent of
such director, officer or agent, that he is usually the only witness with knowledge of the essential facts and
exculpating circumstances regarding such matters, and that the long period of time which usually elapses before
the trial or other disposition of such litigation often extends beyond the time that the director, officer or agent can
reasonably recall such matters; and may extend beyond the normal time for retirement for such director, officer or
agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or
administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which
may discourage such a director, officer or agent from serving in that position;
F. Based upon their experience as business managers, the Board of Directors of the Company (the "Board") has
concluded that, to retain and attract talented and experienced individuals to serve as directors, officers and agents
of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the
success of the Company and its subsidiaries, it is necessary for the Company contractually to indemnify its
directors, officers and agents and the directors, officers and agents of its subsidiaries, and to assume for itself
maximum liability for expenses and damages in connection with claims against such directors, officers and agents
in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to
provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the
Company's stockholders;

G. Section 145 of the General Corporation Law of Delaware, under which the Company is organized ("Section
145"), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of
other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not
exclusive.

H. The Company has requested Indemnitee to serve as a director, officer or agent of the Company or one or
more subsidiaries of the Company, and the Indemnitee is willing to serve the Company in such capacity, free from
undue concern for claims for damages arising out of or related to such services to the Company or one or more
subsidiaries of the Company, and provided that he is furnished the indemnity provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) Agent. For the purposes of this Agreement, "agent" of the Company means any person who is or was a
director, officer, employee or other agent of the Company or a subsidiary of the Company, or is or was serving
at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a
director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent
the interests of such predecessor corporation.

(b) Expenses. For purposes of this Agreement, "expenses" include all out of pocket expenses or costs of any
type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements), actually
and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a
proceeding or establishing or enforcing a right to indemnification under this Agreement or Section 145 or
otherwise; provided, however, that "expenses" shall not include any judgments, fines, ERISA excise taxes or
penalties, or amounts paid in settlement of a proceeding.

                                                          2
(c) Proceeding. For the purposes of this Agreement, "proceeding" means any threatened, pending, or completed
action, suit or other proceeding, whether civil, criminal, administrative, or investigative.

(d) Subsidiary. For purposes of this Agreement, "subsidiary" means any corporation, partnership, limited liability
company or other entity of which more than 50% of the outstanding voting securities is owned directly or
indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other
subsidiaries.

2. AGREEMENT TO SERVE. The Indemnitee agrees to serve as Agent of the Company, at its will (or under
separate agreement, if such agreement exists), in the capacity Indemnitee currently serves, so long as he is duly
appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or
any subsidiary of the Company or until such time as he tenders his resignation in writing; provided, however, that
nothing contained in this Agreement is intended to create any right to continued employment by Indemnitee.

3. LIABILITY INSURANCE.

(a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee
shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to
any possible proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company,
subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability
insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers.

(b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a
manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured
of the Company's directors, if the Indemnitee is a director; or of the Company's officers, if the Indemnitee is not a
director of the Company but is an officer; or of the Company's key employees, if the Indemnitee is not a director
or officer but is a key employee.

(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall
have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such
insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of
coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.

4. MANDATORY INDEMNIFICATION. Subject to Section 9 below, the Company shall indemnify the
Indemnitee as follows:

(a) Successful Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of
any proceeding (including, without limitation, an action by or in the right of the Company) to which the Indemnitee
was a party by reason of the fact that he is or was an Agent of the Company at any time, against all expenses of
any type whatsoever actually and reasonably incurred by him in connection with the investigation, defense or
appeal of such proceeding.

                                                           3
(b) Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was
an Agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company
shall indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) imposed by a
court or governmental entity or otherwise actually and reasonably incurred by him in connection with the
investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its
stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

(c) Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to
any proceeding by or in the right of the Company by reason of the fact that he is or was an Agent of the
Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify
the Indemnitee against all expenses actually and reasonably incurred by him in connection with the investigation,
defense, settlement, or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders; except
that no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to
which such person shall have been finally adjudged to be liable to the Company by a court of competent
jurisdiction unless and only to the extent that the court in which such proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.

(d) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened
to be made a party to any proceeding by reason of the fact that he is or was an Agent of the Company, or by
reason of anything done or not done by him in any such capacity, and if prior to, during the pendency of after
completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee's
heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually
and reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections

4(a), 4(b), or 4(c) above were Indemnitee still alive.

(e) Payment Under Policy. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the
Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to
Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under another valid and
enforceable indemnity clause, by-law or agreement.

                                                         4
5. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement)
incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to
indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for
such total amount except as to the portion hereof to which the Indemnitee is not entitled.

6. MANDATORY ADVANCEMENT OF EXPENSES. Subject to Section 8(a) below, the Company shall
advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or
appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the
fact that the Indemnitee is or was an Agent of the Company. Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not
entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be
paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor
by the Indemnitee to the Company.

7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of
any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be
sought from the Company under this Agreement, notify the Company of the commencement or threat of
commencement thereof.

(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof,
the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee,
the Company, except as otherwise provided below, shall be entitled to assume the defense of such proceeding,
with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so
to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel
subsequently incurred by the Indemnitee with respect to the same proceeding, except as otherwise provided
below. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation
on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employ his
counsel in any proceeding but the fees and expenses of the counsel incurred after notice from the Company of its
assumption of the

                                                         5
defense of the proceeding shall be at the Indemnitee's expense, unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a
proceeding, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such
proceeding, in each of which cases the fees and expenses of Indemnitee's counsel, including any fees and
expenses incurred in connection with an investigation to determine whether a conflict of interest exists, shall be at
the expense of the Company. The Company shall not be entitled to assume the defense of any proceeding
brought by or on behalf of the Company or as to which the Indemnitee has reasonably made the conclusion,
based on written advice of counsel, that there may be a conflict of interest between the Company and the
Indemnitee.

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to
proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii)
such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the
Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or
enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
Section 145;

(b) Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect
to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not
made in good faith or was frivolous; or

(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in
settlement of a proceeding unless the Company consents to such settlement, which consent shall not be
unreasonably withheld or delayed.

9. NON-EXCLUSIVITY. The provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or
disinterested directors, other agreements, or otherwise, both as to action in his official capacity and to action in
another capacity while occupying his position as an Agent of the Company, and the Indemnitee's rights hereunder
shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of
the heirs, executors and administrators of the Indemnitee.

                                                          6
10. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Indemnitee shall
be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part by the Company, or (ii) no disposition of such claim is
made within ninety (90) days of request therefor by the Company. Indemnitee, in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a
defense to any action for which a claim for indemnification is made under this Agreement (other than an action
brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has
been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set
forth in Sections 4 and 8 hereof. Neither the failure of the Company (including its Board of Directors or its
stockholders) to have made a determination prior to the commencement of such enforcement action that
indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company
(including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to
the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or
otherwise.

11. SUBROGATION. In the event the Company is obligated to make a payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights of recovery under any valid and
collectible insurance policy of D&O Insurance or another indemnity agreement covering the Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such rights and to
enable the Company effectively to bring suit to enforce such rights.

12. SURVIVAL OF RIGHTS.

(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible
claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein.

(b) The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.

13. INTERPRETATION OF AGREEMENT. It is understood that the parties hereto intend this Agreement to
be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by
law including those circumstances in which indemnification would otherwise be discretionary.

14. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of
the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and
to give effect to Section 13 hereof.

                                                           7
15. SAVINGS CLAUSE. If this Agreement or any portion of it is invalidated on any ground by any court of
competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to expenses, judgments,
fines, penalties or ERISA excise taxes with respect to any proceeding to the full extent permitted by any
applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

16. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.

17. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed
by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses
for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice.

18. GOVERNING LAW. This Agreement shall be governed exclusively by and construed according to the laws
of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed
entirely within Delaware.

19. CONSENT TO JURISDICTION. The Company and the Indemnitee each hereby consent to the jurisdiction
of the courts of the State of Delaware with respect to any action or proceeding which arises out of or relates to
this Agreement.

                                 [SIGNATURES ON FOLLOWING PAGE]

                                                        8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

                                              COMPANY:

                                           KNOBIAS, INC.

                                  By: /s/ E. KEY RAMSEY
                                    -------------------------------
                                    Its Chief Executive Officer




                                            INDEMNITEE:

                                   /s/ GREGORY E. BALLARD
                                  ---------------------------------
                                  Gregory E. Ballard
                                  Address: Building 2, Suite 500
                                           875 North Park Drive
                                           Ridgeland, MS 39157




                                                    9
EXHIBIT 10.8

                                    INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT, dated as of November 19, 2004, is made by and between
KNOBIAS, INC., a Delaware corporation (the "Company"), and Timothy J. Aylor (the "Indemnitee").

                                                  RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as
directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or
indemnification, due to increased exposure to litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the
compensation of such directors, officers and other agents;

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply,
ambiguous or conflicting, and therefore fail to provide such directors, officers and agents with adequate, reliable
knowledge of legal risks to which they are exposed or information regarding the proper course of action to take;

C. Plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or
not the case is meritorious), that the defense or settlement of such litigation is often beyond the personal resources
of directors, officers and other agents;

D. The Company believes that it is unfair for its directors, officers and agents and the directors, officers and
agents of its subsidiaries to assume the risk of huge judgments and other expenses which may occur in cases in
which the director, officer or agent received no personal profit and in cases where the director, officer or agent
was not culpable;

E. The Company recognizes that the issues in controversy in litigation against a director, officer or agent of a
corporation such as the Company or its subsidiaries are often related to the knowledge, motives and intent of
such director, officer or agent, that he is usually the only witness with knowledge of the essential facts and
exculpating circumstances regarding such matters, and that the long period of time which usually elapses before
the trial or other disposition of such litigation often extends beyond the time that the director, officer or agent can
reasonably recall such matters; and may extend beyond the normal time for retirement for such director, officer or
agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or
administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which
may discourage such a director, officer or agent from serving in that position;
F. Based upon their experience as business managers, the Board of Directors of the Company (the "Board") has
concluded that, to retain and attract talented and experienced individuals to serve as directors, officers and agents
of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the
success of the Company and its subsidiaries, it is necessary for the Company contractually to indemnify its
directors, officers and agents and the directors, officers and agents of its subsidiaries, and to assume for itself
maximum liability for expenses and damages in connection with claims against such directors, officers and agents
in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to
provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the
Company's stockholders;

G. Section 145 of the General Corporation Law of Delaware, under which the Company is organized ("Section
145"), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of
other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not
exclusive.

H. The Company has requested Indemnitee to serve as a director, officer or agent of the Company or one or
more subsidiaries of the Company, and the Indemnitee is willing to serve the Company in such capacity, free from
undue concern for claims for damages arising out of or related to such services to the Company or one or more
subsidiaries of the Company, and provided that he is furnished the indemnity provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) Agent. For the purposes of this Agreement, "agent" of the Company means any person who is or was a
director, officer, employee or other agent of the Company or a subsidiary of the Company, or is or was serving
at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a
director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent
the interests of such predecessor corporation.

(b) Expenses. For purposes of this Agreement, "expenses" include all out of pocket expenses or costs of any
type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements), actually
and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a
proceeding or establishing or enforcing a right to indemnification under this Agreement or Section 145 or
otherwise; provided, however, that "expenses" shall not include any judgments, fines, ERISA excise taxes or
penalties, or amounts paid in settlement of a proceeding.

                                                          2
(c) Proceeding. For the purposes of this Agreement, "proceeding" means any threatened, pending, or completed
action, suit or other proceeding, whether civil, criminal, administrative, or investigative.

(d) Subsidiary. For purposes of this Agreement, "subsidiary" means any corporation, partnership, limited liability
company or other entity of which more than 50% of the outstanding voting securities is owned directly or
indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other
subsidiaries.

2. AGREEMENT TO SERVE. The Indemnitee agrees to serve as Agent of the Company, at its will (or under
separate agreement, if such agreement exists), in the capacity Indemnitee currently serves, so long as he is duly
appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or
any subsidiary of the Company or until such time as he tenders his resignation in writing; provided, however, that
nothing contained in this Agreement is intended to create any right to continued employment by Indemnitee.

3. LIABILITY INSURANCE.

(a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee
shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to
any possible proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company,
subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability
insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers.

(b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a
manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured
of the Company's directors, if the Indemnitee is a director; or of the Company's officers, if the Indemnitee is not a
director of the Company but is an officer; or of the Company's key employees, if the Indemnitee is not a director
or officer but is a key employee.

(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall
have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such
insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of
coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.

4. MANDATORY INDEMNIFICATION. Subject to Section 9 below, the Company shall indemnify the
Indemnitee as follows:

(a) Successful Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of
any proceeding (including, without limitation, an action by or in the right of the Company) to which the Indemnitee
was a party by reason of the fact that he is or was an Agent of the Company at any time, against all expenses of
any type whatsoever actually and reasonably incurred by him in connection with the investigation, defense or
appeal of such proceeding.

                                                           3
(b) Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was
an Agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company
shall indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) imposed by a
court or governmental entity or otherwise actually and reasonably incurred by him in connection with the
investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its
stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

(c) Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to
any proceeding by or in the right of the Company by reason of the fact that he is or was an Agent of the
Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify
the Indemnitee against all expenses actually and reasonably incurred by him in connection with the investigation,
defense, settlement, or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders; except
that no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to
which such person shall have been finally adjudged to be liable to the Company by a court of competent
jurisdiction unless and only to the extent that the court in which such proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.

(d) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened
to be made a party to any proceeding by reason of the fact that he is or was an Agent of the Company, or by
reason of anything done or not done by him in any such capacity, and if prior to, during the pendency of after
completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee's
heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually
and reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections

4(a), 4(b), or 4(c) above were Indemnitee still alive.

(e) Payment Under Policy. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the
Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to
Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under another valid and
enforceable indemnity clause, by-law or agreement.

                                                         4
5. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement)
incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to
indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for
such total amount except as to the portion hereof to which the Indemnitee is not entitled.

6. MANDATORY ADVANCEMENT OF EXPENSES. Subject to Section 8(a) below, the Company shall
advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or
appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the
fact that the Indemnitee is or was an Agent of the Company. Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not
entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be
paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor
by the Indemnitee to the Company.

7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of
any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be
sought from the Company under this Agreement, notify the Company of the commencement or threat of
commencement thereof.

(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof,
the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee,
the Company, except as otherwise provided below, shall be entitled to assume the defense of such proceeding,
with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so
to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel
subsequently incurred by the Indemnitee with respect to the same proceeding, except as otherwise provided
below. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation
on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employ his
counsel in any proceeding but the fees and expenses of the counsel incurred after notice from the Company of its
assumption of the

                                                         5
defense of the proceeding shall be at the Indemnitee's expense, unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a
proceeding, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such
proceeding, in each of which cases the fees and expenses of Indemnitee's counsel, including any fees and
expenses incurred in connection with an investigation to determine whether a conflict of interest exists, shall be at
the expense of the Company. The Company shall not be entitled to assume the defense of any proceeding
brought by or on behalf of the Company or as to which the Indemnitee has reasonably made the conclusion,
based on written advice of counsel, that there may be a conflict of interest between the Company and the
Indemnitee.

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to
proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii)
such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the
Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or
enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
Section 145;

(b) Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect
to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not
made in good faith or was frivolous; or

(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in
settlement of a proceeding unless the Company consents to such settlement, which consent shall not be
unreasonably withheld or delayed.

9. NON-EXCLUSIVITY. The provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or
disinterested directors, other agreements, or otherwise, both as to action in his official capacity and to action in
another capacity while occupying his position as an Agent of the Company, and the Indemnitee's rights hereunder
shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of
the heirs, executors and administrators of the Indemnitee.

                                                          6
10. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Indemnitee shall
be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part by the Company, or (ii) no disposition of such claim is
made within ninety (90) days of request therefor by the Company. Indemnitee, in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a
defense to any action for which a claim for indemnification is made under this Agreement (other than an action
brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has
been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set
forth in Sections 4 and 8 hereof. Neither the failure of the Company (including its Board of Directors or its
stockholders) to have made a determination prior to the commencement of such enforcement action that
indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company
(including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to
the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or
otherwise.

11. SUBROGATION. In the event the Company is obligated to make a payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights of recovery under any valid and
collectible insurance policy of D&O Insurance or another indemnity agreement covering the Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such rights and to
enable the Company effectively to bring suit to enforce such rights.

12. SURVIVAL OF RIGHTS.

(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible
claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein.

(b) The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.

13. INTERPRETATION OF AGREEMENT. It is understood that the parties hereto intend this Agreement to
be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by
law including those circumstances in which indemnification would otherwise be discretionary.

14. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of
the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and
to give effect to Section 13 hereof.

                                                           7
15. SAVINGS CLAUSE. If this Agreement or any portion of it is invalidated on any ground by any court of
competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to expenses, judgments,
fines, penalties or ERISA excise taxes with respect to any proceeding to the full extent permitted by any
applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

16. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.

17. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed
by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses
for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice.

18. GOVERNING LAW. This Agreement shall be governed exclusively by and construed according to the laws
of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed
entirely within Delaware.

19. CONSENT TO JURISDICTION. The Company and the Indemnitee each hereby consent to the jurisdiction
of the courts of the State of Delaware with respect to any action or proceeding which arises out of or relates to
this Agreement.

                                 [SIGNATURES ON FOLLOWING PAGE]

                                                        8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

                                              COMPANY:

                                           KNOBIAS, INC.

                                  By: /s/ E. KEY RAMSEY
                                    -------------------------------
                                    Its Chief Executive Officer




                                            INDEMNITEE:

                                   /s/ TIMOTHY J. AYLOR
                                  ---------------------------------
                                  Timothy J. Aylor
                                  Address: 3825 Ramblewood Court
                                           Melbourne, FL 32934




                                                    9
EXHIBIT 10.9

                                    INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT, dated as of November 19, 2004, is made by and between
KNOBIAS, INC., a Delaware corporation (the "Company"), and Kevin T. Crow (the "Indemnitee").

                                                  RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as
directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or
indemnification, due to increased exposure to litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the
compensation of such directors, officers and other agents;

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply,
ambiguous or conflicting, and therefore fail to provide such directors, officers and agents with adequate, reliable
knowledge of legal risks to which they are exposed or information regarding the proper course of action to take;

C. Plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or
not the case is meritorious), that the defense or settlement of such litigation is often beyond the personal resources
of directors, officers and other agents;

D. The Company believes that it is unfair for its directors, officers and agents and the directors, officers and
agents of its subsidiaries to assume the risk of huge judgments and other expenses which may occur in cases in
which the director, officer or agent received no personal profit and in cases where the director, officer or agent
was not culpable;

E. The Company recognizes that the issues in controversy in litigation against a director, officer or agent of a
corporation such as the Company or its subsidiaries are often related to the knowledge, motives and intent of
such director, officer or agent, that he is usually the only witness with knowledge of the essential facts and
exculpating circumstances regarding such matters, and that the long period of time which usually elapses before
the trial or other disposition of such litigation often extends beyond the time that the director, officer or agent can
reasonably recall such matters; and may extend beyond the normal time for retirement for such director, officer or
agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or
administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which
may discourage such a director, officer or agent from serving in that position;
F. Based upon their experience as business managers, the Board of Directors of the Company (the "Board") has
concluded that, to retain and attract talented and experienced individuals to serve as directors, officers and agents
of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the
success of the Company and its subsidiaries, it is necessary for the Company contractually to indemnify its
directors, officers and agents and the directors, officers and agents of its subsidiaries, and to assume for itself
maximum liability for expenses and damages in connection with claims against such directors, officers and agents
in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to
provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the
Company's stockholders;

G. Section 145 of the General Corporation Law of Delaware, under which the Company is organized ("Section
145"), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of
other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not
exclusive.

H. The Company has requested Indemnitee to serve as a director, officer or agent of the Company or one or
more subsidiaries of the Company, and the Indemnitee is willing to serve the Company in such capacity, free from
undue concern for claims for damages arising out of or related to such services to the Company or one or more
subsidiaries of the Company, and provided that he is furnished the indemnity provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) Agent. For the purposes of this Agreement, "agent" of the Company means any person who is or was a
director, officer, employee or other agent of the Company or a subsidiary of the Company, or is or was serving
at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a
director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent
the interests of such predecessor corporation.

(b) Expenses. For purposes of this Agreement, "expenses" include all out of pocket expenses or costs of any
type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements), actually
and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a
proceeding or establishing or enforcing a right to indemnification under this Agreement or Section 145 or
otherwise; provided, however, that "expenses" shall not include any judgments, fines, ERISA excise taxes or
penalties, or amounts paid in settlement of a proceeding.

                                                          2
(c) Proceeding. For the purposes of this Agreement, "proceeding" means any threatened, pending, or completed
action, suit or other proceeding, whether civil, criminal, administrative, or investigative.

(d) Subsidiary. For purposes of this Agreement, "subsidiary" means any corporation, partnership, limited liability
company or other entity of which more than 50% of the outstanding voting securities is owned directly or
indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other
subsidiaries.

2. AGREEMENT TO SERVE. The Indemnitee agrees to serve as Agent of the Company, at its will (or under
separate agreement, if such agreement exists), in the capacity Indemnitee currently serves, so long as he is duly
appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or
any subsidiary of the Company or until such time as he tenders his resignation in writing; provided, however, that
nothing contained in this Agreement is intended to create any right to continued employment by Indemnitee.

3. LIABILITY INSURANCE.

(a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee
shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to
any possible proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company,
subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability
insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers.

(b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a
manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured
of the Company's directors, if the Indemnitee is a director; or of the Company's officers, if the Indemnitee is not a
director of the Company but is an officer; or of the Company's key employees, if the Indemnitee is not a director
or officer but is a key employee.

(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall
have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such
insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of
coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.

4. MANDATORY INDEMNIFICATION. Subject to Section 9 below, the Company shall indemnify the
Indemnitee as follows:

(a) Successful Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of
any proceeding (including, without limitation, an action by or in the right of the Company) to which the Indemnitee
was a party by reason of the fact that he is or was an Agent of the Company at any time, against all expenses of
any type whatsoever actually and reasonably incurred by him in connection with the investigation, defense or
appeal of such proceeding.

                                                           3
(b) Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was
an Agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company
shall indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) imposed by a
court or governmental entity or otherwise actually and reasonably incurred by him in connection with the
investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its
stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

(c) Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to
any proceeding by or in the right of the Company by reason of the fact that he is or was an Agent of the
Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify
the Indemnitee against all expenses actually and reasonably incurred by him in connection with the investigation,
defense, settlement, or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders; except
that no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to
which such person shall have been finally adjudged to be liable to the Company by a court of competent
jurisdiction unless and only to the extent that the court in which such proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.

(d) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened
to be made a party to any proceeding by reason of the fact that he is or was an Agent of the Company, or by
reason of anything done or not done by him in any such capacity, and if prior to, during the pendency of after
completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee's
heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually
and reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections

4(a), 4(b), or 4(c) above were Indemnitee still alive.

(e) Payment Under Policy. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the
Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to
Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under another valid and
enforceable indemnity clause, by-law or agreement.

                                                         4
5. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement)
incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to
indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for
such total amount except as to the portion hereof to which the Indemnitee is not entitled.

6. MANDATORY ADVANCEMENT OF EXPENSES. Subject to Section 8(a) below, the Company shall
advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or
appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the
fact that the Indemnitee is or was an Agent of the Company. Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not
entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be
paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor
by the Indemnitee to the Company.

7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of
any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be
sought from the Company under this Agreement, notify the Company of the commencement or threat of
commencement thereof.

(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof,
the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee,
the Company, except as otherwise provided below, shall be entitled to assume the defense of such proceeding,
with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so
to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel
subsequently incurred by the Indemnitee with respect to the same proceeding, except as otherwise provided
below. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation
on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employ his
counsel in any proceeding but the fees and expenses of the counsel incurred after notice from the Company of its
assumption of the

                                                         5
defense of the proceeding shall be at the Indemnitee's expense, unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a
proceeding, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such
proceeding, in each of which cases the fees and expenses of Indemnitee's counsel, including any fees and
expenses incurred in connection with an investigation to determine whether a conflict of interest exists, shall be at
the expense of the Company. The Company shall not be entitled to assume the defense of any proceeding
brought by or on behalf of the Company or as to which the Indemnitee has reasonably made the conclusion,
based on written advice of counsel, that there may be a conflict of interest between the Company and the
Indemnitee.

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to
proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii)
such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the
Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or
enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
Section 145;

(b) Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect
to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not
made in good faith or was frivolous; or

(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in
settlement of a proceeding unless the Company consents to such settlement, which consent shall not be
unreasonably withheld or delayed.

9. NON-EXCLUSIVITY. The provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or
disinterested directors, other agreements, or otherwise, both as to action in his official capacity and to action in
another capacity while occupying his position as an Agent of the Company, and the Indemnitee's rights hereunder
shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of
the heirs, executors and administrators of the Indemnitee.

                                                          6
10. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Indemnitee shall
be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part by the Company, or (ii) no disposition of such claim is
made within ninety (90) days of request therefor by the Company. Indemnitee, in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a
defense to any action for which a claim for indemnification is made under this Agreement (other than an action
brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has
been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set
forth in Sections 4 and 8 hereof. Neither the failure of the Company (including its Board of Directors or its
stockholders) to have made a determination prior to the commencement of such enforcement action that
indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company
(including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to
the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or
otherwise.

11. SUBROGATION. In the event the Company is obligated to make a payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights of recovery under any valid and
collectible insurance policy of D&O Insurance or another indemnity agreement covering the Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such rights and to
enable the Company effectively to bring suit to enforce such rights.

12. SURVIVAL OF RIGHTS.

(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible
claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein.

(b) The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.

13. INTERPRETATION OF AGREEMENT. It is understood that the parties hereto intend this Agreement to
be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by
law including those circumstances in which indemnification would otherwise be discretionary.

14. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of
the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and
to give effect to Section 13 hereof.

                                                           7
15. SAVINGS CLAUSE. If this Agreement or any portion of it is invalidated on any ground by any court of
competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to expenses, judgments,
fines, penalties or ERISA excise taxes with respect to any proceeding to the full extent permitted by any
applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

16. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.

17. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed
by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses
for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice.

18. GOVERNING LAW. This Agreement shall be governed exclusively by and construed according to the laws
of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed
entirely within Delaware.

19. CONSENT TO JURISDICTION. The Company and the Indemnitee each hereby consent to the jurisdiction
of the courts of the State of Delaware with respect to any action or proceeding which arises out of or relates to
this Agreement.

                                 [SIGNATURES ON FOLLOWING PAGE]

                                                        8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

                                              COMPANY:

                                           KNOBIAS, INC.

                                  By: /s/ E. KEY RAMSEY
                                    -------------------------------
                                    Its Chief Executive Officer




                                            INDEMNITEE:

                                    /s/ KEVIN T. CROW
                                  ---------------------------------
                                  Kevin T. Crow
                                  Address: 5120 Park Brooke Walk Way
                                           Alpharetta, GA 30022




                                                    9
EXHIBIT 10.10

                                       EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") made and entered into as of November 15, 2004, by and between
KNOBIAS, INC. (the "Company"), a Delaware corporation, and E. Key Ramsey (the "Executive");

WHEREAS, the Executive is currently serving as President of the Company;

WHEREAS, the Company desires to secure the continued employment of the Executive as President and Chief
Executive Officer in accordance herewith and the Executive is willing to commit himself to be employed by the
Company on the terms and conditions herein set forth and thus to forego opportunities elsewhere; and

WHEREAS, the parties desire to enter into this Agreement, as of the Effective Date (as defined below), setting
forth the terms and conditions for the employment relationship of the Executive with the Company during the
Employment Period (as defined below);

NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and agreements set forth
below, it is hereby agreed as follows:

1. Employment and Term.

(a) Employment. The Company agrees to employ the Executive, and the Executive agrees to be employed by the
Company, in accordance with the terms and provisions of this Agreement during the Employment Period (as
defined below).

(b) Term. The term of the Executive's employment under this Agreement shall commence on the date hereof (the
"Effective Date") and shall continue until the third anniversary of the Effective Date (such term being referred to
hereinafter as the "Employment Period"); provided, however, that commencing on the second anniversary of the
Effective Date (and each anniversary of the Effective Date thereafter) the Employment Period shall automatically
be extended for one additional year, unless, 90 days prior to such date, the Company or the Executive shall give
written notice to the other party that it or he, as the case may be, does not wish to so extend this Agreement.

2. Duties and Powers of Executive.

(a) Position. During the Employment Period, the Executive shall serve as President and Chief Executive Officer of
the Company with such authority, duties and responsibilities with respect to such position as set forth in
subsection (b) hereof.

(b) Duties. The Executive shall perform such reasonable duties as may be delineated in the Company's By-laws,
as the same may be amended from time to time, or as may be determined by the Board of Directors of the
Company (the "Board") from time to time. In such capacity, the Executive shall report directly to the Board.
(c) Attention. Except as provided below, during the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive shall devote full attention and time during normal
business hours to the business and affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive under this Agreement, use the Executive's best efforts to carry out such
responsibilities faithfully and efficiently. The Executive shall be entitled to fulfill his duties under this Agreement
from the Company's offices in Ridgeland, Mississippi, or such other location as shall be the Company's principal
executive office. It shall not be considered a violation of the foregoing for the Executive to serve on corporate,
industry, civic or charitable boards or committees, as long as such activities do not interfere with the performance
of the Executive's responsibilities as an employee of the Company in accordance with this Agreement.

3. Compensation.

(a) Base Salary. During the Employment Period, the Executive's annual base salary ("Annual Base Salary") shall
be payable in accordance with the Company's general payroll practices. The Executive's Annual Base Salary
shall be at least $175,000. The Executive's Annual Base Salary (as increased from time to time) may not be
decreased during the Employment Period. Any increase in Annual Base Salary shall not serve to limit or reduce
any other obligation of the Company under this Agreement.

(b) Initial Bonus. Upon the Effective Date the Executive shall be paid a bonus of $50,000 in recognition of his
past services rendered to the Company.

(c) Annual Bonus. During the Employment Period, the Executive shall participate in the Company's annual bonus
plans and shall be awarded bonuses thereunder that provide him, on a year-by-year basis, an annual bonus (the
"Annual Bonus"). The Company's annual bonus plans shall, as necessary, be amended to provide that Executive
may earn an Annual Bonus of up to one-half (1/2) his Annual Base Salary.

(d) Existing Options. All of the Executive's existing options, if any, to purchase shares of the Company's common
stock shall remain outstanding and shall be exercisable as originally granted.

(e) Retirement and Welfare Benefit Plans. During the Employment Period, the Executive shall be eligible to
participate in all savings, retirement and welfare plans, practices, policies and programs applicable generally to
employees and/or senior executive officers of the Company.

(f) Expenses. The Company shall reimburse the Executive for all expenses, including those for travel and
entertainment, properly incurred by him in the performance of his duties hereunder in accordance with policies
established from time to time by the Company.

                                                           2
(g) Fringe Benefits and Perquisites. During the Employment Period, the Executive shall be entitled to receive
fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company
from time to time in effect, commensurate with his position.

4. Termination of Employment.

(a) Death or Disability. The Executive's employment shall terminate upon the Executive's death or, at the election
of the Board of Directors of the Company ("Board") or the Executive, by reason of Disability (as defined below)
during the Employment Period; provided, however, that the Board may not terminate the Executive's employment
hereunder by reason of Disability unless at the time of such termination there is no reasonable expectation that the
Executive will return to work within the next one hundred eighty (180) day period. For purposes of this
Agreement, disability ("Disability") shall have the same meaning as set forth in the current insurance policy
providing long-term disability coverage, if any, or its successor. If there is no such policy in existence at the time
of the determination of Disability, then the definition used by the United States Social Security Administration shall
be used to define Disability under this Agreement.

(b) By the Company for Cause. The Company may terminate the Executive's employment during the
Employment Period for Cause (as defined below). For purposes of this Agreement, "Cause" shall mean (i) the
Executive's gross negligence in the performance or intentional nonperformance (continuing for ten days after
receipt of written notice of need to cure) of any of the Executive's material duties hereunder (other than such
failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated
failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(d))
or (ii) the Executive's commission of one or more acts of moral turpitude that constitutes a felony, which have or
result in an adverse effect on the Company, monetarily or otherwise or one or more significant acts of dishonesty,
fraud or misconduct with respect to the business or affairs of the Company which materially and adversely affects
the operations or reputation of the Company. The determination of whether Cause exists must be made by a
resolution that is passed upon the affirmative vote of at least two-thirds (2/3) of the membership of the Board.

(c) By the Company without Cause. Notwithstanding any other provision of this Agreement, the Company may
terminate the Executive's employment other than by a termination for Cause during the Employment Period, but
only upon the affirmative vote of at least two-thirds (2/3) of the membership of the Board.

(d) By the Executive for Good Reason. The Executive may terminate his employment during the Employment
Period for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" shall mean the
occurrence without the written consent of the Executive of any one of the following acts by the Company, or
failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination (as
defined below) specified in the Notice of Termination (as defined below) given in respect thereof:

                                                          3
(i) an adverse change in the Executive's title, authority, duties, responsibilities or reporting lines as specified in
Sections 2(a) and 2(b) of this Agreement;

(ii) a reduction by the Company in the Executive's Annual Base Salary below the amounts set forth in Section 3
(a) above;

(iii) any failure by the Company to continue in effect any benefit plan or arrangement in which the Executive
participates, at any time, during the Employment Period (including, without limitation, any tax-qualified and
supplemental retirement plans, deferred compensation plans, group life insurance plan, and medical, dental,
accident and disability plans or any other plans providing the Executive with similar benefits (herein referred to as
"Benefit Plans")) without replacing such Benefit Plan with a plan providing for substantially similar benefits or the
taking of any action by the Company that would adversely affect the Executive's participation in any Benefit Plan
or deprive the Executive of any material fringe benefit enjoyed by the Executive;

(iv) any failure by the Company to continue in effect any incentive plan or arrangement, as amended and
supplemented, in which the Executive is participating from time to time without replacing such incentive plan with
a plan providing for substantially similar benefits, or the taking of any action by the Company that would
adversely affect the Executive's opportunity to participate in any such plan or reduce the Executive's ability to
obtain benefits under any such plan, expressed as a percentage of Annual Base Salary, in any fiscal year as
compared to the immediately preceding fiscal year;

(v) any failure by the Company to continue in effect any plan or arrangement to receive securities of the Company
without replacing such plan with a plan providing for substantially similar benefits or the taking of any action by
the Company that would adversely affect the Executive's opportunity to participate in or materially reduce the
Executive's ability to obtain benefits under any such plan;

(vi) any failure by the Company to provide the Executive with the number of paid vacation days to which he is
entitled under the Company's vacation policies as in effect from time to time;

(vii) the relocation of the Company's principal executive offices to a location outside of Ridgeland, Mississippi,
unless the Company's principal executive offices are relocated outside of Ridgeland, Mississippi, for a valid
business reason. In the event the Company's principal executive offices are so relocated, the Company will, at the
option of the Executive, either (A) provide an apartment for the Executive in the new location and will reimburse
the Executive for his reasonable costs in commuting from Ridgeland, Mississippi, to such new location or (B)
allow the Executive to work out of the Company's Ridgeland, Mississippi, offices. If the Company does not
provide the Executive with such option, any such relocation shall constitute Good Reason;

                                                            4
(viii) the failure by the Company to pay to the Executive any portion of the Executive's current compensation and
benefits or to pay to the Executive any portion of an installment of deferred compensation under any deferred
compensation program of the Company within thirty (30) days of the date such compensation is due;

(ix) any purported termination of the Executive's employment that is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 4(f); for purposes of this Agreement, no such purported
termination shall be effective;

(x) the failure of the Company to obtain a satisfactory agreement from any successor of the Company requiring
such successor to assume and agree to perform the Company's obligations under this Agreement, as
contemplated in Section 14(c); or

(xi) the failure by the Company to comply with any material provision of this Agreement.

(e) Determination of Good Reason Upon a Change in Control. Following a Change in Control (as defined in
Exhibit A hereto), the Executive's determination that an act or failure to act constitutes Good Reason shall be
presumed to be valid unless such determination is deemed to be unreasonable by an arbitrator. The Executive's
right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity
due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(f) Notice of Termination. During the Employment Period, any purported termination of the Executive's
employment (other than by reason of death) shall be communicated by written Notice of Termination from one
party hereto to the other party hereto in accordance with Section 15(b). For purposes of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement
relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive's employment under the provision so indicated. Further, a Notice of Termination
for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than two-
thirds (2/3) of the entire membership of the Board at a meeting of the Board that was called and held no more
than ninety (90) days after the date the Board had knowledge of the most recent act or omission giving rise to
such breach for the purpose of considering such termination (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel, to be heard before the Board and, if
possible, to cure the breach that was the basis for the Notice of Termination for Cause) finding that, in the good
faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of
Cause, and specifying the particulars thereof in detail. Unless the Board determines otherwise, a Notice of
Termination by the Executive alleging a termination for Good Reason must be made within thirty (30) days of the
act or failure to act that the Executive alleges to constitute Good Reason.

                                                         5
(g) Date of Termination. "Date of Termination" with respect to any purported termination of the Executive's
employment during the Employment Period, shall mean the date specified in the Notice of Termination (which, in
the case of a termination by the Company, for reasons other than Cause, shall not be less than thirty days and, in
the case of a termination by the Executive, shall not be less than thirty (30) days nor more than sixty (60) days,
from the date such Notice of Termination is given).

5. Obligations of the Company Upon Termination.

(a) Termination other than for Cause, Death or Disability. During the Employment Period, if the Company shall
terminate the Executive's employment (other than for Cause, death or Disability) or the Executive shall terminate
his employment for Good Reason (termination in any such case being referred to as "Termination") the Company
shall pay to the Executive the amounts, and provide the Executive with the benefits, described in this Section 5
(hereinafter referred to as the "Severance Payments"). The amounts specified in this Section 5(a) shall be paid
within thirty (30) days after the Date of Termination. Such payments shall be in addition to those rights and
benefits to which the Executive may be entitled under the relevant Company employee benefit plans or programs.

(i) Lump Sum Payment. The Company shall pay to the Executive a lump sum cash payment of $100,000.00.

(ii) Accrued Obligations. The Company shall pay the Executive a lump sum amount in cash equal to the sum of
(A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (B) an
amount equal to any Annual Bonus earned with respect to fiscal years ended prior to the year that includes the
Date of Termination to the extent not theretofore paid and (C) an amount equal to the target amount payable
under any Annual Bonus for the fiscal year that includes the Date of Termination or, if greater, the average of the
three years' highest gross bonus awards, not necessarily consecutive, paid by the Company to the Executive in
the five years preceding the year of Termination multiplied by a fraction the numerator of which shall be the
number of days from the beginning of such fiscal year to and including the Date of Termination and the
denominator of which shall be 365, in each case to the extent not theretofore paid. (The amounts specified in
clauses (A), (B) and (C) shall be hereinafter referred to as the "Accrued Obligations.")

(iii) Continuation of Welfare Benefits. For three years following the Date of Termination, the Company shall
provide or arrange to provide the Executive and his dependants with life, disability, accident and health insurance
benefits substantially similar to those provided to similarly situated senior executive officers of the Company
during such period, with the Executive charged a monthly premium(s) for such coverage(s) that does not exceed
the premium(s) charged to a similarly situated senior

                                                         6
executive officers of the Company for such coverage(s); provided, however, the Executive must elect
continuation coverage under such group health plans in accordance with COBRA, effective as of the Date of
Termination; provided, further, benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iii)
shall be reduced to the extent other comparable benefits are actually received by the Executive and his
dependants during the three-year period following the Date of Termination, and any such benefits actually
received by the Executive or his dependants shall be reported to the Company.

(b) Failure of the Company to Renew the Agreement. Subject to the provisions of Section 7 of this Agreement, in
the event that the Company notifies the Executive that it does not intend to extend the Employment Period, as
contemplated in Section 1(b), the Executive shall be entitled to receive all of the Severance Payments described
in Section 5(a) above, except that the period of continuation of welfare benefits in Section 5(a)(iii) shall be for
two years instead of three. Such payments shall be in addition to those rights and benefits to which the Executive
may be entitled under the relevant Company employee benefit plans or programs.

(c) Termination by the Company for Cause or by the Executive Other than for Good Reason. Subject to the
provisions of Section 7 of this Agreement, if the Executive's employment shall be terminated for Cause during the
Employment Period, or if the Executive terminates employment during the Employment Period other than for
Good Reason, the Company shall have no further obligations to the Executive under this Agreement other than
the Accrued Obligations and deferred compensation and such rights and benefits to which the Executive may be
entitled under the relevant Company employee benefit plans or programs. The Company hereby agrees to
provide the Executive with an additional 180-day period following the Date of Termination in which to exercise
any options that were vested as of his Date of Termination. Such 180-day period shall be extended by a number
of days equal to the number of days in any "blackout" periods, if any, imposed by the Company during which
such options are unexercisable.

(d) Termination due to Death and Disability. If the Executive's employment shall terminate by reason of death or
Disability, the Company shall pay the Executive or his estate, as the case may be, the Accrued Obligations and
deferred compensation. Such payments shall be in addition to those rights and benefits to which the Executive or
his estate may be entitled under the relevant Company employee benefit plans or programs.

(e) Gross-Up Payment. In the event that any payment or benefit received or to be received by the Executive
(whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (A) the
Company or (B) any Person (as defined in Exhibit "A") whose actions result in a Change in Control or (C) any
Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance
Payments, being hereinafter called "Total Payments") would not be deductible (in whole or in part) by the
Company, an affiliate or Person making such payment or providing such benefit as a result of Section 280G of
the Code, then, the Company shall pay to the Executive such additional amounts (the "Gross-Up Payment") such
that the net

                                                         7
amount retained by the Executive, after deduction of any excise tax imposed under Section 4999 of the Code
(the "Excise Tax") on the Total Payments and any federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining the
amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest
marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's
residence on the date on which the Gross-Up Payment is calculated for purposes of this Section 5(e), net of the
maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.
In the event that the Excise Tax is subsequently determined to be less than the amount taken into account
hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax
is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-
Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax
and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the
amount taken into account hereunder (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up
Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect
to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company
shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings
concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

6. Indemnification. In the event the Executive is made party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Company against
the Executive), by reason of the fact that he is or was performing services under this Agreement, then the
Company shall indemnify the Executive against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, as actually and reasonably incurred by the Executive in connection therewith. In the
event that both the Executive and the Company are made a party to the same third-party action, complaint, suit
or proceeding, the Company agrees to engage competent legal representation, and the Executive agrees to use
the same representation, provided that if counsel selected by the Company shall have a conflict of interest that
prevents such counsel from representing the Executive, the Executive may engage separate counsel and the
Company shall pay all attorneys' fees of such separate counsel. Further, while the Executive is expected at all
times to use his best efforts to faithfully discharge his duties under this Agreement, the Executive cannot be held
liable to the Company for errors or omissions made in good faith where the Executive has not exhibited gross,
willful and wanton negligence and misconduct or performed criminal and fraudulent acts which materially damage
the business and the Company.

                                                         8
7. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, plan, program, policy or practice provided by the Company and for which the
Executive may qualify (except with respect to any benefit to which the Executive has waived his rights in writing),
nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other contract
or agreement entered into after the Effective Date with the Company. Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under any benefit, plan, policy, practice or program of, or any
contract or agreement entered into with, the Company shall be payable in accordance with such benefit, plan,
policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

8. Full Settlement; Mitigation. The Company's obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the Executive or others, provided
that nothing herein shall preclude the Company from separately pursuing recovery from the Executive based on
any such claim. In no event shall the executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts (including amounts for damages for breach) payable to the Executive under any
of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains
other employment.

9. Arbitration. Any dispute or controversy about the validity, interpretation, effect or alleged violation of this
Agreement (an "arbitrable dispute") must be submitted to confidential arbitration at the locale of Company's
principal executive offices. Arbitration shall take place before an experienced employment arbitrator licensed to
practice law in such state and selected in accordance with the Model Employment Arbitration Procedures of the
American Arbitration Association. Arbitration shall be the exclusive remedy of any arbitrable dispute. Judgement
may be entered on the arbitrator's award in any court having jurisdiction. The parties hereby agree that the
arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this
Agreement. Should any party to this Agreement pursue any arbitrable dispute by any method other than
arbitration, the other party shall be entitled to recover from the party initiating the use of such method all damages,
costs, expenses and attorneys' fees incurred as a result of the use of such method. Notwithstanding anything
herein to the contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to
seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction.

10. Non-competition Agreement.

(a) The Executive recognizes that the willingness of the Company to enter into this Agreement is based in material
part on the Executive's agreement to the provisions of this Section 10, and that Executive's breach of the
provisions of this Section 10 could materially damage the Company and its subsidiaries (the Company and its
subsidiaries are hereinafter collectively referred to as the "Affiliates" and individually as an "Affiliate"). Therefore,
in consideration of the benefits to be received by Executive as a result of this employment with the Company,
Executive agrees that Executive shall not, for a period of one year immediately following the Date of Termination,
for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation or business of whatever nature:

                                                            9
(i) contact any customer of any Affiliate or other person for the purpose of including or attempting to induce such
customer or other person to cease doing business with any Affiliate;

(ii) induce or attempt to trade any agent or employee of any Affiliate to terminate employment with an Affiliate or
to commence work with any competitor of any Affiliate;

(iii) call on, solicit, attempt to obtain, accept, or in any way secure business from any of the customers of any
Affiliate for purposes of competing with the Affiliate in the United States, nor, directly or indirectly, aid or assist
any other person, firm or corporation in the solicitation of such customer for purposes of competing with the
Affiliate in the United States; and

(iv) engage, as an officer, director, shareholder, owner, partner, joint venture, or in a managerial capacity,
whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any
business selling any products or services in direct competition with any Affiliate in the United States.

(b) Because of the difficulty of measuring economic losses to the Affiliates as a result of a breach of the foregoing
covenant and because of the immediate and irreparable damage that could be caused to the Affiliates for which
they would have no other adequate remedy, the Executive agrees that the foregoing covenant may be enforced
by the Affiliates, or any of them, in the event of breach by him, by injunctions and restraining orders without the
necessity of posting any bond or other security therefore.

(c) The covenants in this Section 10 are severable and separate, and the unenforceability of any specific covenant
shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction
shall determine that any restrictions set forth in this Section 10 are unreasonable, then it is the intention of the
parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and this
Agreement shall thereby be reformed.

(d) Each of the covenants in this Section 10 shall be construed as an agreement independent of any other
provision in this Agreement, and the existence of any claim or cause of action of the Executive against the
Company or any Affiliate, whether predicated on this Agreement or otherwise shall not constitute defense to the
enforcement by the Company or any Affiliate of such covenants.

                                                           10
11. Confidentiality.

(a) The Executive acknowledges and agrees that all Confidential Information (as defined below) of the Company
and any Affiliate is confidential and a valuable, special, and unique asset of the Company that gives the Company
an advantage over its actual and potential, current, and future competitors. The Executive further acknowledges
and agrees that the Executive owes the Company and any Affiliate a fiduciary duty to preserve and to protect all
Confidential Information from unauthorized disclosure or unauthorized use, certain Confidential Information
constitutes "trade secrets" under the laws of the state of Mississippi; and unauthorized disclosure or unauthorized
use of the Company's or any Affiliate's Confidential Information would irreparably injure the Company and its
Affiliates.

(b) Both during the term of the Executive's employment and after the termination of the Executive's employment
for any reason (including wrongful termination), the Executive shall hold all Confidential Information in strict
confidence, and shall not use any Confidential Information except for the benefit of the Company, in accordance
with the duties assigned to the Executive. The Executive shall not at any time (either during or after the term of the
Executive's employment), disclose any Confidential Information to any person or entity (except other employees
of the Company who have a need to know the information in connection with the performance of their
employment duties), or copy, reproduce, modify, decompile, or reverse engineer any Confidential Information, or
remove any Confidential Information from the Company's premises, without the prior written consent of the
Board of Directors of the Company or permit any other person to do so, except as may otherwise be required
by law or legal process. The Executive shall take reasonable precautions to protect the physical security of all
documents and other material containing Confidential Information (regardless of the medium on which the
Confidential Information is stored). This Agreement applies to all Confidential Information, whether now known
or later to become known to the Executive.

(c) Upon the termination of the Executive's employment with the Company for any reason, and upon request of
the Company at any other time, the Executive shall promptly surrender and deliver to the Company all documents
and other written material regardless of the form or medium of any nature containing or pertaining to any
Confidential Information and shall not retain any such document or other material. Within five days of any such
request, the Executive shall certify to the Company in writing that all such materials have been returned.

(d) As used in this Agreement, the term "Confidential Information" shall mean any information or material known
to or used by or for the Company or any Affiliate (whether or not owned or developed by the Company or any
Affiliate and whether or not developed by the Executive) that is not generally known to the public. Confidential
Information includes, without limitation, the following: all trade secrets of the Company or any Affiliate; all
information that the Company or any Affiliate has marked as confidential or has otherwise described to the
Executive (either in writing or orally) as confidential; all non-public information concerning the Company's or any
Affiliate's products, services, prospective products or services, research, product designs, prices, discounts,
costs, marketing plans, marketing techniques, market studies test

                                                         11
data, customers, customer lists and records, suppliers and contracts; all Company and Affiliate business records
and plans; all Company and Affiliate personnel files; all financial information of or concerning the Company or any
Affiliate; all information relating to operating system software, applications software, software and system
methodology, hardware platforms, technical information, inventions, computer programs and listings, source
codes, object codes, copyrights, patents, trademarks, service marks, and other intellectual property; all technical
specifications; any proprietary information belonging to the Company or any Affiliate; all computer hardware or
software manuals; all training or instruction manuals; all data and all computer system passwords and user codes.

12. Cooperation of the Executive. During and after the Executive's employment with the Company, the Executive
shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in
existence or which may be brought in the future against or on behalf of the Company and in connection with any
investigation or review of any federal, state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while the Executive was employed by the Company. The Company shall
reimburse the Executive for all reasonable costs and expenses incurred in connection with his performance under
this Section 12, including, without limitation, all reasonable attorneys' fees and costs.

13. Legal Fees. Subject to Section 9 and Section 12, the Company shall pay to the Executive all legal fees and
expenses (including, without limitation, fees and expenses in connection with any arbitration) incurred by the
Executive in disputing in good faith any issue arising under this Agreement relating to the Termination of the
Executive's employment or in seeking in good faith to obtain or enforce any benefit or right provided by this
Agreement. Notwithstanding the foregoing, in the event that any arbitrator or court determines that the legal fees
incurred by the Executive are not payable by the Company, the Company shall not be obligated with respect
thereto.

14. Successors.

(a) Assignment by Executive. This Agreement is personal to the Executive and without the prior written consent
of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal
representative.

(b) Successors and Assigns of Company. This Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns.

(c) Assumption. The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place. As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any successor to its businesses and/or assets as aforesaid
that assumes and agrees to perform this Agreement by operation of law or otherwise.

                                                          12
15. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Mississippi, without reference to its principles of conflict of laws. The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect. This Agreement may not be amended, modified,
repealed, waived, extended or discharged, except by an agreement in writing signed by the party against whom
enforcement of such amendment, modification, repeal, waiver, extension or discharge is being sought. No person,
other than pursuant to a resolution of the Board or a committee thereof, shall have authority on behalf of the
Company to agree to amend, modify, repeal, waive, extend or discharge any provision of this Agreement or
anything in reference thereto.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand
delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid,
addressed, in either case, to the Company's headquarters or to such other address as either party shall have
furnished to the other in writing in accordance herewith. Notices and communications shall be effective when
actually received by the addressee.

(c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.

(d) Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state or
local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) No Waiver. The Executive's or the Company's failure to insist upon strict compliance with any provision
hereof or any other provision of this Agreement or the failure to assert any right that the Executive or the
Company may have hereunder, including, without limitation, the right of the Executive to terminate employment
for Good Reason pursuant to Section 4 of this Agreement, or the right of the Company to terminate the
Executive's employment for Cause pursuant to Section 4 of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

(f) Entire Agreement. This instrument contains the entire agreement of the Executive, the Company or any
predecessor or subsidiary thereof, with respect to the subject matter hereof, and all promises, representations,
understandings, arrangements and prior agreements are merged herein and superseded hereby.

*****

                                                          13
IN WITNESS WHEREOF, the Executive and, pursuant to due authorization from its Board of Directors, the
Company have caused this Agreement to be executed as of the day and year first above written.

                                           KNOBIAS, INC.

                                  By: /s/ E. KEY RAMSEY
                                    -------------------------------
                                    Name: E. Key Ramsey
                                    Title: President




                                             EXECUTIVE

                                    /s/ E. KEY RAMSEY
                                  ---------------------------------
                                  E. Key Ramsey




                                                   14
EXHIBIT 10.11

                                       EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") made and entered into as of November 15, 2004, by and between
KNOBIAS, INC. (the "Company"), a Delaware corporation, and Greg Ballard (the "Executive");

WHEREAS, the Executive is currently serving as Chief Operating Officer of the Company;

WHEREAS, the Company desires to secure the continued employment of the Executive as Chief Operating
Officer in accordance herewith and the Executive is willing to commit himself to be employed by the Company on
the terms and conditions herein set forth and thus to forego opportunities elsewhere; and

WHEREAS, the parties desire to enter into this Agreement, as of the Effective Date (as defined below), setting
forth the terms and conditions for the employment relationship of the Executive with the Company during the
Employment Period (as defined below);

NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and agreements set forth
below, it is hereby agreed as follows:

1. Employment and Term.

(a) Employment. The Company agrees to employ the Executive, and the Executive agrees to be employed by the
Company, in accordance with the terms and provisions of this Agreement during the Employment Period (as
defined below).

(b) Term. The term of the Executive's employment under this Agreement shall commence on the date hereof (the
"Effective Date") and shall continue until the third anniversary of the Effective Date (such term being referred to
hereinafter as the "Employment Period"); provided, however, that commencing on the second anniversary of the
Effective Date (and each anniversary of the Effective Date thereafter) the Employment Period shall automatically
be extended for one additional year, unless, 90 days prior to such date, the Company or the Executive shall give
written notice to the other party that it or he, as the case may be, does not wish to so extend this Agreement.

                                                         1
2. Duties and Powers of Executive.

(a) Position. During the Employment Period, the Executive shall serve as Chief Operating Officer of the Company
with such authority, duties and responsibilities with respect to such position as set forth in subsection (b) hereof.

(b) Duties. The Executive shall perform such reasonable duties as may be delineated in the Company's By-laws,
as the same may be amended from time to time, or as may be determined by the Board of Directors of the
Company (the "Board") from time to time. In such capacity, the Executive shall report directly to the Board.

(c) Attention. Except as provided below, during the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive shall devote full attention and time during normal
business hours to the business and affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive under this Agreement, use the Executive's best efforts to carry out such
responsibilities faithfully and efficiently. The Executive shall be entitled to fulfill his duties under this Agreement
from the Company's offices in Ridgeland, Mississippi, or such other location as shall be the Company's principal
executive office. It shall not be considered a violation of the foregoing for the Executive to serve on corporate,
industry, civic or charitable boards or committees, as long as such activities do not interfere with the performance
of the Executive's responsibilities as an employee of the Company in accordance with this Agreement.

3. Compensation.

(a) Base Salary. During the Employment Period, the Executive's annual base salary ("Annual Base Salary") shall
be payable in accordance with the Company's general payroll practices. The Executive's Annual Base Salary
shall be at least $175,000. The Executive's Annual Base Salary (as increased from time to time) may not be
decreased during the Employment Period. Any increase in Annual Base Salary shall not serve to limit or reduce
any other obligation of the Company under this Agreement.

(b) Initial Bonus. Upon the Effective Date the Executive shall be paid a bonus of $50,000 in recognition of his
past services rendered to the Company.

(c) Annual Bonus. During the Employment Period, the Executive shall participate in the Company's annual bonus
plans and shall be awarded bonuses thereunder that provide him, on a year-by-year basis, an annual bonus (the
"Annual Bonus"). The Company's annual bonus plans shall, as necessary, be amended to provide that Executive
may earn an Annual Bonus of up to one-half (1/2) his Annual Base Salary.

                                                           2
(d) Existing Options. All of the Executive's existing options, if any, to purchase shares of the Company's common
stock shall remain outstanding and shall be exercisable as originally granted.

(e) Retirement and Welfare Benefit Plans. During the Employment Period, the Executive shall be eligible to
participate in all savings, retirement and welfare plans, practices, policies and programs applicable generally to
employees and/or senior executive officers of the Company.

(f) Expenses. The Company shall reimburse the Executive for all expenses, including those for travel and
entertainment, properly incurred by him in the performance of his duties hereunder in accordance with policies
established from time to time by the Company.

(g) Fringe Benefits and Perquisites. During the Employment Period, the Executive shall be entitled to receive
fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company
from time to time in effect, commensurate with his position.

4. Termination of Employment.

(a) Death or Disability. The Executive's employment shall terminate upon the Executive's death or, at the election
of the Board of Directors of the Company ("Board") or the Executive, by reason of Disability (as defined below)
during the Employment Period; provided, however, that the Board may not terminate the Executive's employment
hereunder by reason of Disability unless at the time of such termination there is no reasonable expectation that the
Executive will return to work within the next one hundred eighty (180) day period. For purposes of this
Agreement, disability ("Disability") shall have the same meaning as set forth in the current insurance policy
providing long-term disability coverage, if any, or its successor. If there is no such policy in existence at the time
of the determination of Disability, then the definition used by the United States Social Security Administration shall
be used to define Disability under this Agreement.

(b) By the Company for Cause. The Company may terminate the Executive's employment during the
Employment Period for Cause (as defined below). For purposes of this Agreement, "Cause" shall mean (i) the
Executive's gross negligence in the performance or intentional nonperformance (continuing for ten days after
receipt of written notice of need to cure) of any of the Executive's material duties hereunder (other than such
failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated
failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(d))
or (ii) the Executive's commission of one or more acts of moral turpitude that constitutes a felony, which have or
result in an adverse effect on the Company, monetarily or otherwise or one or more significant acts of dishonesty,
fraud or misconduct with respect to the business or affairs of the Company which materially and adversely affects
the operations or reputation of the Company. The determination of whether Cause exists must be made by a
resolution that is passed upon the affirmative vote of at least two-thirds (2/3) of the membership of the Board.

                                                          3
(c) By the Company without Cause. Notwithstanding any other provision of this Agreement, the Company may
terminate the Executive's employment other than by a termination for Cause during the Employment Period, but
only upon the affirmative vote of at least two-thirds (2/3) of the membership of the Board.

(d) By the Executive for Good Reason. The Executive may terminate his employment during the Employment
Period for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" shall mean the
occurrence without the written consent of the Executive of any one of the following acts by the Company, or
failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination (as
defined below) specified in the Notice of Termination (as defined below) given in respect thereof:

(i) an adverse change in the Executive's title, authority, duties, responsibilities or reporting lines as specified in
Sections 2(a) and 2(b) of this Agreement;

(ii) a reduction by the Company in the Executive's Annual Base Salary below the amounts set forth in Section 3
(a) above;

(iii) any failure by the Company to continue in effect any benefit plan or arrangement in which the Executive
participates, at any time, during the Employment Period (including, without limitation, any tax-qualified and
supplemental retirement plans, deferred compensation plans, group life insurance plan, and medical, dental,
accident and disability plans or any other plans providing the Executive with similar benefits (herein referred to as
"Benefit Plans")) without replacing such Benefit Plan with a plan providing for substantially similar benefits or the
taking of any action by the Company that would adversely affect the Executive's participation in any Benefit Plan
or deprive the Executive of any material fringe benefit enjoyed by the Executive;

(iv) any failure by the Company to continue in effect any incentive plan or arrangement, as amended and
supplemented, in which the Executive is participating from time to time without replacing such incentive plan with
a plan providing for substantially similar benefits, or the taking of any action by the Company that would
adversely affect the Executive's opportunity to participate in any such plan or reduce the Executive's ability to
obtain benefits under any such plan, expressed as a percentage of Annual Base Salary, in any fiscal year as
compared to the immediately preceding fiscal year;

(v) any failure by the Company to continue in effect any plan or arrangement to receive securities of the Company
without replacing such plan with a plan providing for substantially similar benefits or the taking of any action by
the Company that would adversely affect the Executive's opportunity to participate in or materially reduce the
Executive's ability to obtain benefits under any such plan;

                                                            4
(vi) any failure by the Company to provide the Executive with the number of paid vacation days to which he is
entitled under the Company's vacation policies as in effect from time to time;

(vii) the relocation of the Company's principal executive offices to a location outside of Ridgeland, Mississippi,
unless the Company's principal executive offices are relocated outside of Ridgeland, Mississippi, for a valid
business reason. In the event the Company's principal executive offices are so relocated, the Company will, at the
option of the Executive, either (A) provide an apartment for the Executive in the new location and will reimburse
the Executive for his reasonable costs in commuting from Ridgeland, Mississippi, to such new location or (B)
allow the Executive to work out of the Company's Ridgeland, Mississippi, offices. If the Company does not
provide the Executive with such option, any such relocation shall constitute Good Reason;

(viii) the failure by the Company to pay to the Executive any portion of the Executive's current compensation and
benefits or to pay to the Executive any portion of an installment of deferred compensation under any deferred
compensation program of the Company within thirty (30) days of the date such compensation is due;

(ix) any purported termination of the Executive's employment that is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 4(f); for purposes of this Agreement, no such purported
termination shall be effective;

(x) the failure of the Company to obtain a satisfactory agreement from any successor of the Company requiring
such successor to assume and agree to perform the Company's obligations under this Agreement, as
contemplated in Section 14(c); or

(xi) the failure by the Company to comply with any material provision of this Agreement.

(e) Determination of Good Reason Upon a Change in Control. Following a Change in Control (as defined in
Exhibit A hereto), the Executive's determination that an act or failure to act constitutes Good Reason shall be
presumed to be valid unless such determination is deemed to be unreasonable by an arbitrator. The Executive's
right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity
due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

                                                        5
(f) Notice of Termination. During the Employment Period, any purported termination of the Executive's
employment (other than by reason of death) shall be communicated by written Notice of Termination from one
party hereto to the other party hereto in accordance with Section 15(b). For purposes of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement
relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive's employment under the provision so indicated. Further, a Notice of Termination
for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than two-
thirds (2/3) of the entire membership of the Board at a meeting of the Board that was called and held no more
than ninety (90) days after the date the Board had knowledge of the most recent act or omission giving rise to
such breach for the purpose of considering such termination (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel, to be heard before the Board and, if
possible, to cure the breach that was the basis for the Notice of Termination for Cause) finding that, in the good
faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of
Cause, and specifying the particulars thereof in detail. Unless the Board determines otherwise, a Notice of
Termination by the Executive alleging a termination for Good Reason must be made within thirty (30) days of the
act or failure to act that the Executive alleges to constitute Good Reason.

(g) Date of Termination. "Date of Termination" with respect to any purported termination of the Executive's
employment during the Employment Period, shall mean the date specified in the Notice of Termination (which, in
the case of a termination by the Company, for reasons other than Cause, shall not be less than thirty days and, in
the case of a termination by the Executive, shall not be less than thirty (30) days nor more than sixty (60) days,
from the date such Notice of Termination is given).

5. Obligations of the Company Upon Termination.

(a) Termination other than for Cause, Death or Disability. During the Employment Period, if the Company shall
terminate the Executive's employment (other than for Cause, death or Disability) or the Executive shall terminate
his employment for Good Reason (termination in any such case being referred to as "Termination") the Company
shall pay to the Executive the amounts, and provide the Executive with the benefits, described in this Section 5
(hereinafter referred to as the "Severance Payments"). The amounts specified in this Section 5(a) shall be paid
within thirty (30) days after the Date of Termination. Such payments shall be in addition to those rights and
benefits to which the Executive may be entitled under the relevant Company employee benefit plans or programs.

(i) Lump Sum Payment. The Company shall pay to the Executive a lump sum cash payment of $100,000.00.

                                                         6
(ii) Accrued Obligations. The Company shall pay the Executive a lump sum amount in cash equal to the sum of
(A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (B) an
amount equal to any Annual Bonus earned with respect to fiscal years ended prior to the year that includes the
Date of Termination to the extent not theretofore paid and (C) an amount equal to the target amount payable
under any Annual Bonus for the fiscal year that includes the Date of Termination or, if greater, the average of the
three years' highest gross bonus awards, not necessarily consecutive, paid by the Company to the Executive in
the five years preceding the year of Termination multiplied by a fraction the numerator of which shall be the
number of days from the beginning of such fiscal year to and including the Date of Termination and the
denominator of which shall be 365, in each case to the extent not theretofore paid. (The amounts specified in
clauses (A), (B) and (C) shall be hereinafter referred to as the "Accrued Obligations.")

(iii) Continuation of Welfare Benefits. For three years following the Date of Termination, the Company shall
provide or arrange to provide the Executive and his dependants with life, disability, accident and health insurance
benefits substantially similar to those provided to similarly situated senior executive officers of the Company
during such period, with the Executive charged a monthly premium(s) for such coverage(s) that does not exceed
the premium(s) charged to a similarly situated senior executive officers of the Company for such coverage(s);
provided, however, the Executive must elect continuation coverage under such group health plans in accordance
with COBRA, effective as of the Date of Termination; provided, further, benefits otherwise receivable by the
Executive pursuant to this Section 5(a)(iii) shall be reduced to the extent other comparable benefits are actually
received by the Executive and his dependants during the three-year period following the Date of Termination, and
any such benefits actually received by the Executive or his dependants shall be reported to the Company.

(b) Failure of the Company to Renew the Agreement. Subject to the provisions of Section 7 of this Agreement, in
the event that the Company notifies the Executive that it does not intend to extend the Employment Period, as
contemplated in Section 1(b), the Executive shall be entitled to receive all of the Severance Payments described
in Section 5(a) above, except that the period of continuation of welfare benefits in Section 5(a)(iii) shall be for
two years instead of three. Such payments shall be in addition to those rights and benefits to which the Executive
may be entitled under the relevant Company employee benefit plans or programs.

(c) Termination by the Company for Cause or by the Executive Other than for Good Reason. Subject to the
provisions of Section 7 of this Agreement, if the Executive's employment shall be terminated for Cause during the
Employment Period, or if the Executive terminates employment during the Employment Period other than for
Good Reason, the Company shall have no further obligations to the Executive under this Agreement other than
the Accrued

                                                        7
Obligations and deferred compensation and such rights and benefits to which the Executive may be entitled under
the relevant Company employee benefit plans or programs. The Company hereby agrees to provide the
Executive with an additional 180-day period following the Date of Termination in which to exercise any options
that were vested as of his Date of Termination. Such 180-day period shall be extended by a number of days
equal to the number of days in any "blackout" periods, if any, imposed by the Company during which such
options are unexercisable.

(d) Termination due to Death and Disability. If the Executive's employment shall terminate by reason of death or
Disability, the Company shall pay the Executive or his estate, as the case may be, the Accrued Obligations and
deferred compensation. Such payments shall be in addition to those rights and benefits to which the Executive or
his estate may be entitled under the relevant Company employee benefit plans or programs.

(e) Gross-Up Payment. In the event that any payment or benefit received or to be received by the Executive
(whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (A) the
Company or (B) any Person (as defined in Exhibit "A") whose actions result in a Change in Control or (C) any
Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance
Payments, being hereinafter called "Total Payments") would not be deductible (in whole or in part) by the
Company, an affiliate or Person making such payment or providing such benefit as a result of Section 280G of
the Code, then, the Company shall pay to the Executive such additional amounts (the "Gross-Up Payment") such
that the net amount retained by the Executive, after deduction of any excise tax imposed under Section 4999 of
the Code (the "Excise Tax") on the Total Payments and any federal, state and local income and employment
taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the
highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be
made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the
Executive's residence on the date on which the Gross-Up Payment is calculated for purposes of this Section 5(e),
net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and
local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into
account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in
Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that
portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed
on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction
in Excise Tax and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment
at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional
Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive
with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and
the Company shall each reasonably cooperate with the other in connection with any administrative or judicial
proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

                                                        8
6. Indemnification. In the event the Executive is made party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Company against
the Executive), by reason of the fact that he is or was performing services under this Agreement, then the
Company shall indemnify the Executive against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, as actually and reasonably incurred by the Executive in connection therewith. In the
event that both the Executive and the Company are made a party to the same third-party action, complaint, suit
or proceeding, the Company agrees to engage competent legal representation, and the Executive agrees to use
the same representation, provided that if counsel selected by the Company shall have a conflict of interest that
prevents such counsel from representing the Executive, the Executive may engage separate counsel and the
Company shall pay all attorneys' fees of such separate counsel. Further, while the Executive is expected at all
times to use his best efforts to faithfully discharge his duties under this Agreement, the Executive cannot be held
liable to the Company for errors or omissions made in good faith where the Executive has not exhibited gross,
willful and wanton negligence and misconduct or performed criminal and fraudulent acts which materially damage
the business and the Company.

7. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, plan, program, policy or practice provided by the Company and for which the
Executive may qualify (except with respect to any benefit to which the Executive has waived his rights in writing),
nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other contract
or agreement entered into after the Effective Date with the Company. Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under any benefit, plan, policy, practice or program of, or any
contract or agreement entered into with, the Company shall be payable in accordance with such benefit, plan,
policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

8. Full Settlement; Mitigation. The Company's obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the Executive or others, provided
that nothing herein shall preclude the Company from separately pursuing recovery from the Executive based on
any such claim. In no event shall the executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts (including amounts for damages for breach) payable to the Executive under any
of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains
other employment.

                                                         9
9. Arbitration. Any dispute or controversy about the validity, interpretation, effect or alleged violation of this
Agreement (an "arbitrable dispute") must be submitted to confidential arbitration at the locale of Company's
principal executive offices. Arbitration shall take place before an experienced employment arbitrator licensed to
practice law in such state and selected in accordance with the Model Employment Arbitration Procedures of the
American Arbitration Association. Arbitration shall be the exclusive remedy of any arbitrable dispute. Judgement
may be entered on the arbitrator's award in any court having jurisdiction. The parties hereby agree that the
arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this
Agreement. Should any party to this Agreement pursue any arbitrable dispute by any method other than
arbitration, the other party shall be entitled to recover from the party initiating the use of such method all damages,
costs, expenses and attorneys' fees incurred as a result of the use of such method. Notwithstanding anything
herein to the contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to
seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction.

10. Non-competition Agreement.

(a) The Executive recognizes that the willingness of the Company to enter into this Agreement is based in material
part on the Executive's agreement to the provisions of this Section 10, and that Executive's breach of the
provisions of this Section 10 could materially damage the Company and its subsidiaries (the Company and its
subsidiaries are hereinafter collectively referred to as the "Affiliates" and individually as an "Affiliate"). Therefore,
in consideration of the benefits to be received by Executive as a result of this employment with the Company,
Executive agrees that Executive shall not, for a period of one year immediately following the Date of Termination,
for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation or business of whatever nature:

(i) contact any customer of any Affiliate or other person for the purpose of including or attempting to induce such
customer or other person to cease doing business with any Affiliate;

(ii) induce or attempt to trade any agent or employee of any Affiliate to terminate employment with an Affiliate or
to commence work with any competitor of any Affiliate;

(iii) call on, solicit, attempt to obtain, accept, or in any way secure business from any of the customers of any
Affiliate for purposes of competing with the Affiliate in the United States, nor, directly or indirectly, aid or assist
any other person, firm or corporation in the solicitation of such customer for purposes of competing with the
Affiliate in the United States; and

                                                           10
(iv) engage, as an officer, director, shareholder, owner, partner, joint venture, or in a managerial capacity,
whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any
business selling any products or services in direct competition with any Affiliate in the United States.

(b) Because of the difficulty of measuring economic losses to the Affiliates as a result of a breach of the foregoing
covenant and because of the immediate and irreparable damage that could be caused to the Affiliates for which
they would have no other adequate remedy, the Executive agrees that the foregoing covenant may be enforced
by the Affiliates, or any of them, in the event of breach by him, by injunctions and restraining orders without the
necessity of posting any bond or other security therefore.

(c) The covenants in this Section 10 are severable and separate, and the unenforceability of any specific covenant
shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction
shall determine that any restrictions set forth in this Section 10 are unreasonable, then it is the intention of the
parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and this
Agreement shall thereby be reformed.

(d) Each of the covenants in this Section 10 shall be construed as an agreement independent of any other
provision in this Agreement, and the existence of any claim or cause of action of the Executive against the
Company or any Affiliate, whether predicated on this Agreement or otherwise shall not constitute defense to the
enforcement by the Company or any Affiliate of such covenants.

11. Confidentiality.

(a) The Executive acknowledges and agrees that all Confidential Information (as defined below) of the Company
and any Affiliate is confidential and a valuable, special, and unique asset of the Company that gives the Company
an advantage over its actual and potential, current, and future competitors. The Executive further acknowledges
and agrees that the Executive owes the Company and any Affiliate a fiduciary duty to preserve and to protect all
Confidential Information from unauthorized disclosure or unauthorized use, certain Confidential Information
constitutes "trade secrets" under the laws of the state of Mississippi; and unauthorized disclosure or unauthorized
use of the Company's or any Affiliate's Confidential Information would irreparably injure the Company and its
Affiliates.

(b) Both during the term of the Executive's employment and after the termination of the Executive's employment
for any reason (including wrongful termination), the Executive shall hold all Confidential Information in strict
confidence, and shall not use any Confidential Information except for the benefit of the Company, in accordance
with the duties assigned to the Executive.

                                                         11
The Executive shall not at any time (either during or after the term of the Executive's employment), disclose any
Confidential Information to any person or entity (except other employees of the Company who have a need to
know the information in connection with the performance of their employment duties), or copy, reproduce,
modify, decompile, or reverse engineer any Confidential Information, or remove any Confidential Information
from the Company's premises, without the prior written consent of the Board of Directors of the Company or
permit any other person to do so, except as may otherwise be required by law or legal process. The Executive
shall take reasonable precautions to protect the physical security of all documents and other material containing
Confidential Information (regardless of the medium on which the Confidential Information is stored). This
Agreement applies to all Confidential Information, whether now known or later to become known to the
Executive.

(c) Upon the termination of the Executive's employment with the Company for any reason, and upon request of
the Company at any other time, the Executive shall promptly surrender and deliver to the Company all documents
and other written material regardless of the form or medium of any nature containing or pertaining to any
Confidential Information and shall not retain any such document or other material. Within five days of any such
request, the Executive shall certify to the Company in writing that all such materials have been returned.

(d) As used in this Agreement, the term "Confidential Information" shall mean any information or material known
to or used by or for the Company or any Affiliate (whether or not owned or developed by the Company or any
Affiliate and whether or not developed by the Executive) that is not generally known to the public. Confidential
Information includes, without limitation, the following: all trade secrets of the Company or any Affiliate; all
information that the Company or any Affiliate has marked as confidential or has otherwise described to the
Executive (either in writing or orally) as confidential; all non-public information concerning the Company's or any
Affiliate's products, services, prospective products or services, research, product designs, prices, discounts,
costs, marketing plans, marketing techniques, market studies test data, customers, customer lists and records,
suppliers and contracts; all Company and Affiliate business records and plans; all Company and Affiliate
personnel files; all financial information of or concerning the Company or any Affiliate; all information relating to
operating system software, applications software, software and system methodology, hardware platforms,
technical information, inventions, computer programs and listings, source codes, object codes, copyrights,
patents, trademarks, service marks, and other intellectual property; all technical specifications; any proprietary
information belonging to the Company or any Affiliate; all computer hardware or software manuals; all training or
instruction manuals; all data and all computer system passwords and user codes.

12. Cooperation of the Executive. During and after the Executive's employment with the Company, the Executive
shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in
existence or which may be brought in the future against or on behalf of the Company and in connection with any
investigation or review of any federal, state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while the Executive was employed by the Company. The Company shall
reimburse the Executive for all reasonable costs and expenses incurred in connection with his performance under
this Section 12, including, without limitation, all reasonable attorneys' fees and costs.

                                                          12
13. Legal Fees. Subject to Section 9 and Section 12, the Company shall pay to the Executive all legal fees and
expenses (including, without limitation, fees and expenses in connection with any arbitration) incurred by the
Executive in disputing in good faith any issue arising under this Agreement relating to the Termination of the
Executive's employment or in seeking in good faith to obtain or enforce any benefit or right provided by this
Agreement. Notwithstanding the foregoing, in the event that any arbitrator or court determines that the legal fees
incurred by the Executive are not payable by the Company, the Company shall not be obligated with respect
thereto.

14. Successors.

(a) Assignment by Executive. This Agreement is personal to the Executive and without the prior written consent
of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal
representative.

(b) Successors and Assigns of Company. This Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns.

(c) Assumption. The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place. As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any successor to its businesses and/or assets as aforesaid
that assumes and agrees to perform this Agreement by operation of law or otherwise.

15. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Mississippi, without reference to its principles of conflict of laws. The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect. This Agreement may not be amended, modified,
repealed, waived, extended or discharged, except by an agreement in writing signed by the party against whom
enforcement of such amendment, modification, repeal, waiver, extension or discharge is being sought. No person,
other than pursuant to a resolution of the Board or a committee thereof, shall have authority on behalf of the
Company to agree to amend, modify, repeal, waive, extend or discharge any provision of this Agreement or
anything in reference thereto.

                                                        13
(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand
delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid,
addressed, in either case, to the Company's headquarters or to such other address as either party shall have
furnished to the other in writing in accordance herewith. Notices and communications shall be effective when
actually received by the addressee.

(c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.

(d) Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state or
local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) No Waiver. The Executive's or the Company's failure to insist upon strict compliance with any provision
hereof or any other provision of this Agreement or the failure to assert any right that the Executive or the
Company may have hereunder, including, without limitation, the right of the Executive to terminate employment
for Good Reason pursuant to Section 4 of this Agreement, or the right of the Company to terminate the
Executive's employment for Cause pursuant to Section 4 of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

(f) Entire Agreement. This instrument contains the entire agreement of the Executive, the Company or any
predecessor or subsidiary thereof, with respect to the subject matter hereof, and all promises, representations,
understandings, arrangements and prior agreements are merged herein and superseded hereby.

*****

                                                          14
IN WITNESS WHEREOF, the Executive and, pursuant to due authorization from its Board of Directors, the
Company have caused this Agreement to be executed as of the day and year first above written.

                                           KNOBIAS, INC.

                                  By: /s/ E. KEY RAMSEY
                                    -------------------------------
                                    Name: E. Key Ramsey
                                    Title: President




                                             EXECUTIVE

                                    /s/ GREG BALLARD
                                  ---------------------------------
                                  Greg Ballard




                                                   15
EXHIBIT 23.1

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form SB-2 of Knobias, Inc. (formerly Consolidated
Travel Systems, Inc.) of our report, dated December 29, 2004, appearing in the Prospectus, which is part of this
Registration Statement.

We also consent to the reference to our firm under the captions "Experts" in such Prospectus.

                                            /s/ Horne CPA Group
                                            --------------------
                                            Jackson, Mississippi
                                            December 29, 2004