S ECOND A MENDMENT TO THE P RIORITIZED L ISTINGS S YNDICATION A GREEMENT
B ETWEEN L OOK S MART , L TD . AND S EARCH 123 I NC .
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 (“
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree that during the term of
this Second Amendment, the Agreement (as amended) shall be amended as follows:
The following definitions shall be added to Section 1.1:
“ Click ” occurs when a bona fide Internet user (which excludes a robot, spider, software, scraper or other mechanical,
artificial or fraudulent means, or a person who is not seeking to use the Partner Network for a legitimate web search, e.g.,
has been paid or otherwise motivated to click) clicks on a Prioritized Listing and accesses the destination site.
“ Partner Network ” means the Search123 Site together with the Search123 Affiliate Sites.
Section 2 is hereby deleted and replaced with the following:
2.1 Implementation of Prioritized Listings. Partner will query LookSmart’s servers for search queries on the Partner
Network and will implement and display Prioritized Listing provided by LookSmart as set forth on Exhibit A .
2.2 Attribution; Look and Feel. Partner may provide attribution on pages displaying Prioritized Listings. The size and
location of such attribution shall be at the parties’ mutual agreement. Other than as set forth herein, Partner shall
control the look and feel of its search service.
2.3 Service Levels/Technical Support . LookSmart will use commercially reasonable efforts to provide the Service
Levels and Technical Support in