0001193125-05-052750 Sample Contracts

PRIORITIZED LISTINGS SYNDICATION AGREEMENT
Prioritized Listings Syndication Agreement • March 16th, 2005 • Looksmart LTD • Services-computer processing & data preparation • California

THIS PRIORITIZED LISTINGS SYNDICATION AGREEMENT (the “Agreement”), made as of August 21, 2001 (the “Effective Date”), is made by and between LookSmart, Ltd., a Delaware corporation (“LookSmart”), and Search123 Inc., a California corporation (“Search123”) (each, a “Party”, or collectively referred to as the “Parties”).

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SECOND AMENDMENT TO THE PRIORITIZED LISTINGS SYNDICATION AGREEMENT BETWEEN LOOKSMART, LTD. AND SEARCH123 INC.
Listings Syndication Agreement • March 16th, 2005 • Looksmart LTD • Services-computer processing & data preparation

This Second Amendment (the “Second Amendment”) to the Prioritized Listings Syndication Agreement dated as of August 21, 2001 (the “Agreement”) and the Amendment dated as of June 7, 2002, is entered into and effective as of February 8, 2005 by and between LookSmart, Ltd., a Delaware corporation, (“LookSmart”) and Search123, Inc., a California corporation (“Partner”).

SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement and General Release • March 16th, 2005 • Looksmart LTD • Services-computer processing & data preparation • California

This Severance Agreement and General Release (“Agreement”) is made and entered into by and between Joan Dauria (hereinafter referred to as “Employee”) and LookSmart, Ltd., its successors, subsidiaries, related companies, parent company and affiliates (hereinafter sometimes referred to as the “Company”).

SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement and General Release • March 16th, 2005 • Looksmart LTD • Services-computer processing & data preparation • California

This Severance Agreement and General Release (“Agreement”) is made and entered into by and between Brian Goler (hereinafter referred to as “Employee”) and LookSmart, Ltd., its successors, subsidiaries, related companies, parent company and affiliates (hereinafter sometimes referred to as the “Company”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • March 16th, 2005 • Looksmart LTD • Services-computer processing & data preparation • California

This Separation Agreement and Release (this “Agreement”) is made by and between LookSmart, Ltd., a Delaware corporation (the “Company”), and Jason B. Kellerman, residing in San Francisco, California (the “Employee”).

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