AMENDMENT TO THE PRIORITIZED LISTINGS SYNDICATION AGREEMENT
BETWEEN LOOKSMART, LTD. AND INTERCHANGE CORPORATION
This Amendment (the “ Amendment ”) to the Prioritized Listings Syndication Agreement dated as of October 19, 2001 (as
amended, the “ Agreement ”) is entered into and effective as of June 30, 2004 (the “ Effective Date ”) by and between
LookSmart, Ltd., a Delaware corporation, (“ LookSmart ”) and Interchange Corporation (formerly eLiberation Inc.), a Delaware
corporation (“ Partner ”).
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree that during the term of
this Amendment, the Agreement will be amended as follows:
1. Section 1 . Section is hereby amended to include the following definitions:
“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 Paid Listing and accesses the destination site.
“Gross Revenue” means total invoices generated from Search Results on Partner Network during the applicable
period, plus or minus any net credits or returns from previous periods.
“Paid Listing” means a listing for which a third party has paid to include in Search Results.
“Partner Network” means all of Partner’s affiliates which are under contractual obligation to distribute Partner’s
search results across their websites. Partner’s affiliates include:
“Search Results” means Prioritized Listings provided by LookSmart to Partner hereunder during the Term hereof.
The Search Results will include Sponsored Search.
“Sponsored Search” means a LookSmart product that returns results containing only Paid Listings. The amount that
an advertiser pays to LookSmart influences (among other factors) the position in which the advertiser’s listing appears in