Sample Business Contracts

“Recognized Revenue” shall mean the ***.

“Small Business Listing” or “SBL” shall mean web site listings included in LookSmart’s directory by Customers participating in the SBL Program.

“SBL Progam” shall mean LookSmart’s web site submission program for small businesses, as such program may evolve during the Term hereof. This is replacing the Addurl/Submit a Site program.

“Subsite Program” shall mean the program that Looksmart markets to Customers for inclusion in Looksmart’s directory where the Customer pays Looksmart for the clicks or sales generated.

3.

LookSmart will offer the Standard Submit Program and one or more of the Paid Submit Services in the United States and mutually agreed upon international markets SBL Program. Customers will be required to maintain an account with LookSmart that will act as a debit account for the fees owed to Looksmart. LookSmart will be solely responsible for administering the Paid Submit Services and Standard Submit Program, making changes to the applicable pricing and terms of service, and performing all related Customer service. LookSmart editors will review submissions to the Paid Submit Services, prepare site descriptions and include the Customer’s listing(s) in its web directories. LookSmart will flag all Paid Submit Service URLs that appear in the data supplied to Microsoft hereunder, in a format acceptable to Microsoft. After completion of the submission to either the SBL Program or the Standard Submit Program, the Customer will be directed back to a Microsoft page which shall be specified by Microsoft.

LookSmart will be responsible for the sale and marketing of all Paid Listings.

LookSmart shall handle all tracking, record keeping, customer service, invoicing, submissions and collections associated with Paid Listings. LookSmart will forward a copy of Paid Listings to Microsoft in a format acceptable to Microsoft, including but not limited to the real customer URL and the redirect URL. In addition, LookSmart will flag all Paid Submit Services Listings URLs that appear in the data supplied to Microsoft, in a format acceptable to Microsoft.

LookSmart represents and warrants that the Subsite Program and SBL Program are compliant with all applicable laws, statutes and regulations. LookSmart makes no other representations or warranties, express or implied, in connection with the Paid Submit Services, including without limitation the warranty of fitness for particular purpose. LookSmart shall indemnify Microsoft for any claim from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) brought against Microsoft by a third party arising from any breach by LookSmart of the foregoing warranty.

Whereas the term of Amendment Number Three expired by its own terms on November 1, 2001, the parties hereby agree and acknowledge that the term of Amendment Number Three and all obligations thereunder shall continue in full force and effect through the Amendment Number Four effective date, unless changed in Amendment Four. Effective as of the Amendment Four effective date, Amendment Number One and Amendment Number Three are hereby terminated and replaced in their entirety by this Amendment Number Four (other than any outstanding payment obligations remaining as of that time unless modified in Section 7.4 of the Amendment Number Four.) The initial term of Amendment Four shall extend through December 3, 2003, the expiration of the Agreement.

In an effort to smooth the cash flow impact of the transition of payment policies, LookSmart will pay Microsoft the collected Subsite revenue generated prior to March 31, 2002 on an installment basis. For each quarter, all Subsite revenue that was generated prior to March 31, 2002 but collected after such date will be paid in three quarterly installments.

As an illustration, if in the calendar quarter ending June 30, 2002 Microsoft’s share of revenue collected was $ *** and was generated in the quarter ending March 31, 2002, LookSmart shall pay Microsoft $ *** sixty (60) days followingthe end of the quarter ending June 30, 2002 and $*** sixty (60) days following the end of the next two consecutive qurters.

7.5     SBL Program.

Neither party will make any public statement, press release or other announcement relating to the terms or existence of this Amendment without the prior written approval of the other and such approval will not be unreasonably withheld.

LookSmart shall pay Microsoft, on a quarterly basis, the revenue share set forth above within sixty (60) days after the end of such quarter. LookSmart shall deliver to Microsoft, along with its quarterly payments, a reporting of the gross revenue generated via the Paid Listings on MSN’s Search Site. Microsoft has the right to periodically audit

LookSmart records for the paid Submit Services associated with Microsoft to verify the accuracy of payments made to Microsoft hereunder, provided that (i) such right to audit shall not be exercised more than once in any six-month period, (ii) Microsoft shall provide fifteen business days’ advance of its intention to audit, (iii) the audit will be performed by a nationally recognized auditing firm and during regular business hours. In the event that LookSmart has underpaid Microsoft by more than 7.5% during the corresponding quarter, LookSmart shall pay all reasonable costs of the audit.

LookSmart will be solely responsible for all Customer service, billing, collection and processing of all transactions conducted on Submit a Site Pages and represents and warrants that the Submit Services will at all times be compliant with all applicable laws, statutes and regulations.

All other provisions of the Agreement not specifically modified herein shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment Number Four as of the Amendment Effective Date.

LOOKSMART, LTD.