SB-2/A

As filed with the Securities and Exchange Commission on February 7, 2006

Registration No. 333-129937

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4

TO

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTERSEARCH GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida	7389	59-3234205
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

222 Kearny Street, Suite 550

San Francisco, CA 94108

(415) 962-9700

(Address and telephone number of principal executive offices and principal place of business)

Daniel M. O’Donnell, President and Chief Executive Officer

222 Kearny Street, Suite 550

San Francisco, CA 94108

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Martin A. Traber

Carolyn T. Long

Foley & Lardner LLP

100 N. Tampa Street, Suite 2700

Tampa, Florida 33602

(813) 229-2300

Fax: (813) 221-4210

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date hereof.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The purpose of this Amendment No. 4 is to file exhibits to the Registration Statement. Accordingly, this Amendment No. 4 consists only of the facing page, this explanatory note and Part II to the Registration Statement. No changes have been made to Part I of the Registration Statement, and therefore it has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

The Florida Business Corporation Act, or FBCA, permits a Florida corporation to indemnify any person who may be a party to any third party proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, against liability incurred in connection with such proceeding (including any appeal thereof) if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The FBCA permits a Florida corporation to indemnify any person who may be a party to a derivative action if such person acted in any of the capacities set forth in the preceding paragraph, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expenses of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding (including appeals), provided that the person acted under the standards set forth in the preceding paragraph. However, no indemnification shall be made for any claim, issue, or matter for which such person is found to be liable unless, and only to the extent that, the court determines that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court deems proper.

The FBCA provides that any indemnification made under the above provisions, unless pursuant to a court determination, may be made only after a determination that the person to be indemnified has met the standard of conduct described above. This determination is to be made by a majority vote of a quorum consisting of the disinterested directors of the board of directors, by duly selected independent legal counsel, or by a majority vote of the disinterested stockholders. The board of directors also may designate a special committee of disinterested directors to make this determination. Notwithstanding, the FBCA provides that a Florida corporation must indemnify any director, or officer, employee or agent of a corporation who has been successful in the defense of any proceeding referred to above.

Notwithstanding the foregoing, the FBCA provides, in general, that no director shall be personally liable for monetary damages to our company or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, unless: (a) the director breached or failed to perform his duties as a director; and (b) the director’s breach of, or failure to perform, those duties constitutes (i) a violation of criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (ii) a transaction from which the director derived an improper personal benefit, either directly or indirectly, (iii) unlawful distributions, (iv) with respect to a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholder, conscious disregard for the best interest of the company, or willful misconduct, or (v) with respect to a proceeding by or in the right of someone other than the company or a stockholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. The term “recklessness,” as used above, means the action, or omission to act, in conscious disregard of a risk: (a) known, or so obvious that it should have been known, to the directors; and (b) known to the director, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or omission.

The FBCA further provides that the indemnification and advancement of payment provisions contained therein are not exclusive and it specifically empowers a corporation to make any other further indemnification or advancement of expenses under any bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, both for actions taken in an official capacity and for actions taken in other capacities while holding an office. However, a corporation cannot indemnify or advance expenses if a judgment or other final adjudication establishes that the actions of the director or officer were material to the adjudicated cause of action and the

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director or officer (a) violated criminal law, unless the director or officer had reasonable cause to believe his conduct was unlawful, (b) derived an improper personal benefit from a transaction, (c) was or is a director in a circumstance where the liability for unlawful distributions applies, or (d) engages in willful misconduct or conscious disregard for the best interests of the corporation in a proceeding by or in right of the corporation to procure a judgment in its favor or in a proceeding by or in right of a stockholder.

We have adopted provisions in our articles of incorporation and bylaws providing that our directors, officers, employees, and agents shall be indemnified to the fullest extent permitted by Florida law. Additionally, our bylaws permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our articles or incorporation or bylaws permit such indemnification. We have purchased such insurance.

We have entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our articles of incorporation and bylaws. These agreements, among other things, provide that we will indemnify our directors and executive officers for any and all expenses, including attorneys’ fees, judgments, witness fees, damages, fines, and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors or officers pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities Exchange Commission, this indemnification is against public policy as expressed in the Securities Act of 1933, and is therefore unenforceable.

There is no pending litigation or proceeding involving any of our directors, officers, employees, or other agents as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent.

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses relating to this registration of our common stock. All amounts are estimates, except for the Securities and Exchange Commission registration fee. All of these costs and expenses will be borne by the registrant.

Securities and Exchange Commission filing fee	$	8,265
Transfer agent and Registrar expenses and fees		3,000
Printing and engraving expenses		60,000
Accountants’ fees and expenses		50,000
Legal fees and expenses		300,000
Directors and officers insurance premium		30,000
Miscellaneous		23,735
Total	$	475,000

Item 26. Recent Sales of Unregistered Securities.

We have issued the following securities within the past three years without registering the securities under the Securities Act of 1933:

1. In October 2004, we issued a total of 964,109 shares of our common stock, and notes in aggregate principal amount of $129,104, to the shareholders of Corporate Consulting Services, Inc., as merger

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consideration in connection with the merger of Corporate Consulting Services, Inc. into a wholly-owned subsidiary of our company. In addition, in connection with this merger, we issued a total of 787,764 additional shares of our common stock to holders of debt of our company, in consideration for the conversion of $1,575,529 of company debt.

2. In December 2004, we issued a total of 1,343,376 shares of our common stock, 3,436,068 shares of our series A preferred stock, and notes in aggregate principal amount of $801,900, to the shareholders of Walnut Ventures, Inc., as merger consideration in connection with the merger of Walnut Ventures, Inc. into a wholly-owned subsidiary of our company.

3. In February 2005, we issued a total of 2,500 shares of our Series B Preferred Stock to the shareholders of La Jolla Internet Properties, Inc., as merger consideration in connection with the merger of La Jolla Internet Properties, Inc. into a wholly-owned subsidiary of our company.

4. In September 2005, we issued 1,025,000 shares of our common stock to DotCom Corporation as partial consideration for the purchase of certain assets of DotCom Corporation.

5. In September 2005, we issued and sold 6,250,000 shares of our common stock to Barron Partners L.P. at a purchase price of $0.80 per share. In addition, we issued to Barron Partners L.P. warrants to purchase up to 6,250,000 shares of our common stock at an exercise price of $1.20 per share. In connection with this transaction, we issued to each of GunnAllen Financial, Inc. and Pacific Summit Securities a warrant to purchase 296,875 and 328,125 shares, respectively, of our common stock at an exercise price of $0.80 per share, as consideration for acting as co-placement agents.

6. In connection with the Barron Partners financing transaction in September 2005, we effected a recapitalization of our capital stock, by which we converted (i) all outstanding shares of our Series A Preferred Stock into 13,367,847 shares of our common stock; (ii) all outstanding shares of our Series B Preferred Stock into 25,000 shares of our common stock; and (iii) certain outstanding notes into 764,628 shares of our common stock.

7. In October 2005, we issued and sold 390,625 shares of our common stock to 10 individuals at a purchase price of $1.60 per share in a private placement. In connection with this transaction, we issued to GunnAllen Financial, Inc. a warrant to purchase 39,063 shares of our common stock at an exercise price of $1.60 per share, as consideration for acting as placement agent.

8. Since our inception, we have granted stock options under our stock option plans covering an aggregate of 1,027,500 shares of common stock (net of expirations and cancellations) as of December 31, 2005, at exercise prices ranging from $0.16 to $1.60 per share. Of these, 28,125 options to purchase shares of common stock have been exercised as of December 31, 2005.

We claimed exemption from registration under the Securities Act for the sales and issuances of securities in the transactions described in paragraphs 1 through 7 by virtue of Section 4(2) of the Securities Act and by virtue of Rule 506 of Regulation D. Such sales and issuances did not involve any public offering, were made without general solicitation or advertising and each purchaser was an accredited investor with access to all relevant information necessary to evaluate the investment and represented to us that the shares were being acquired for investment.

We claimed exemption from registration under the Securities Act for the sales and issuances of securities in the transactions described in paragraph 8 by virtue of Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.

No underwriters were employed in any of the above transactions.

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Item 27. Exhibits and Financial Statement Schedules.

Exhibit Number	Description of Document
2.1(a)	Agreement and Plan of Merger, dated October 27, 2004, by and among MBSL Group, Inc., Corporate Consulting Services Acquisition Corporation, Corporate Consulting Services, Inc. and the Company Shareholders listed on the signature pages thereto.
2.2(a)	Agreement and Plan of Merger, dated December 10, 2004, by and among InterSearch Group, Inc., Walnut Ventures Acquisition Corporation, Walnut Ventures, Inc. and the Company Shareholders listed on the signature pages thereto.
2.3(a)	Agreement and Plan of Merger, dated February 9, 2005, by and among InterSearch Group, Inc., La Jolla Acquisition Corporation, La Jolla Internet Properties, Inc. and the Company Shareholders listed on the signature pages thereto.
2.4(a)	Amended and Restated Asset Purchase Agreement, dated September 23, 2005, between DotCom Corporation and InterSearch Group, Inc., as amended.
3.1(a)	Amended and Restated Articles of Incorporation, as amended.
3.2(a)	Amended and Restated Bylaws.
4.1	Reference is made to Exhibits 3.1 and 3.2.
4.2(a)	Form of Common Stock Certificate.
4.3(a)	Form of Warrant issued to Barron Partners L.P.
4.4(a)	Form of Registration Rights Agreement, dated September 26, 2005, between InterSearch Group, Inc. and Barron Partners L.P. and GunnAllen Financial, Inc.
4.5(a)	Form of Registration Rights Agreement, dated October 7, 2005, between InterSearch Group, Inc. and GunnAllen Financial, Inc., Craig Black, Jeremiah Callaghan, Terrell Jones, Louis Kaiser, Stuart Kaiser, L. Wayne LeRoux, Russell Mahy, Mitchell Scott, Jeffrey Sime and William Zelasko.
4.6(a)	Form of Warrant issued to GunnAllen Financial, Inc. and Pacific Summit Securities.
5.1	Opinion of Foley & Lardner LLP.
10.1(a)	Silicon Valley Bank Loan and Security Agreement, dated December 10, 2004, between Silicon Valley Bank and Walnut Ventures, Inc., Corporate Consulting Services, Inc., and InterSearch Group, Inc., as amended.
10.2(a)	InterSearch Group, Inc. 2004 Equity Incentive Plan, as amended.
10.3(a)	Form of Incentive Stock Option Award Agreement.
10.4(a)	Memorandum of Agreement, dated June 10, 2005, between Smash Clicks LLC and InterSearch Group, Inc.
10.5(a)	Office Lease, dated September 21, 2005, between HCV Pacific Investors V and InterSearch Group, Inc.
10.6(a)	Employment Agreement, dated December 10, 2004, between InterSearch Group, Inc. and Gary W. Bogatay, Jr.
10.7(a)	Employment Agreement, dated December 10, 2004, between InterSearch Group, Inc. and Andrew Keery.
10.8(a)	Employment Agreement, dated December 10, 2004, between InterSearch Group, Inc. and Steven Ernst.
10.9(a)	Employment Agreement, dated December 10, 2004, between InterSearch Group, Inc. and Daniel M. O’Donnell, as amended.

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Exhibit Number	Description of Document
10.10(a)	Employment Agreement, dated December 10, 2004, between InterSearch Group, Inc. and Robert E. Hoult.
10.11(a)	Form of Noncompete Agreement between InterSearch Group, Inc. and Gary W. Bogatay, Frank J. McPartland, Steve Ernst, Robert Hoult, Andrew Keery, and Daniel M. O’Donnell.
10.12(a)	Amended and Restated Consulting Agreement, dated January 9, 2006, between GP Strategic Ventures, Inc. and InterSearch Group, Inc.
10.13(a)	Settlement Agreement, dated November 18, 2005, between Smash Clicks, LLC, InterSearch Group, Inc. and DotCom Corporation, as amended.
10.14(b)	Overture Search Services Order, dated March 1, 2003, between Walnut Ventures (dba ShopNav) and Overture Services, Inc., as amended.
10.15(b)	Ask Jeeves Advertising Services and Search Services Syndication Agreement, dated May 24, 2004, between La Jolla Internet Properties, Inc. and Ask Jeeves, Inc., as amended.
10.16(b)	Technology/Software Distribution Agreement, dated January 9, 2006, between Walnut Ventures and Direct Revenue, LLC.
10.17(a)	InterSearch Group, Inc. 2005 Equity Incentive Plan.
10.18(a)	Form of Incentive Stock Option Agreement.
10.19(a)	Form of Non-Qualified Stock Option Agreement.
21.1(a)	Subsidiaries of the Registrant.
23.1(a)	Consent of Independent Accounting Firm.
23.2	Consent of Counsel (included in Exhibit 5.1).
24.1(a)	Power of Attorney.

(a) Previously filed.

(b) Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.

All financial statement schedules have been omitted because they are inapplicable or not required and because the information is included elsewhere in the consolidated financial statements or notes thereto.

Item 28. Undertakings.

The undersigned registrant hereby undertakes to:

(a)(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) Include any additional or changed material information on the plan of distribution.

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(2) For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) That, for the purpose of determining liability under the Securities Act to any purchaser:

(1) If the registrant is relying on Rule 430B:

(i) Each prospectus filed by the undersigned registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is

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part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) If the registrant is subject to Rule 430C,

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of San Francisco, State of California, on February 6, 2006.

INTERSEARCH GROUP, INC.
By:	/s/    DANIEL M. O’DONNELL
	Daniel M. O’Donnell President and Chief Executive Officer

Signature		Title	Date
By:	/s/    DANIEL M. O’DONNELL         Daniel M. O’Donnell	President and Chief Executive Officer; Director (Principal Executive Officer)	February 6, 2006
By:	/s/    GARY W. BOGATAY, JR.         Gary W. Bogatay, Jr.	Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)	February 6, 2006
By:	* Frank McPartland	Chairman of the Board	February 6, 2006
By:	* Lawrence J. Gibson	Director	February 6, 2006
By:	* T. Radford Hazelip	Director	February 6, 2006
By:	* John Terlip	Director	February 6, 2006
*By:	/s/    DANIEL M. O’DONNELL         Daniel M. O’Donnell Attorney-in-Fact

EX-5.1

EXHIBIT 5.1

February 6, 2006	FOLEY & LARDNER LLP ATTORNEYS AT LAW 100 NORTH TAMPA STREET, SUITE 2700 TAMPA, FL 33602-5810 P.O. BOX 3391 TAMPA, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX www.foley.com
	CLIENT/MATTER NUMBER 044473-0113

InterSearch Group, Inc.

222 Kearny Street, Suite 550

San Francisco, CA 94108

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by InterSearch Group, Inc. (the “Company”) of a Registration Statement (No. 333-129937) on Form SB-2 (as amended, the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”), including the related prospectus to be filed with the Commission pursuant to Rule 424(b) of Regulation C (the “Prospectus”) under the Securities Act of 1933, as amended, and the sale from time to time by the selling shareholders named in the Registration Statement (the “Selling Shareholders”) of up to 3,551,346 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), in the manner set forth in the Registration Statement. The Shares consist of 2,887,333 issued shares of Common Stock (the “Issued Shares”) and 664,063 shares of Common Stock issuable upon exercise of warrants (the “Issuable Shares”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus; the Company’s Amended and Restated Articles of Incorporation (as amended); the Company’s Amended and Restated Bylaws; and minutes, resolutions and records of the Company’s Board of Directors authorizing the issuance of the Shares subject to the Registration Statement, together with certain related matters, and we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other instruments of the Company, certificates of officers, directors and representatives of the Company, certificates of public officials, and such other documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

The opinions set forth in this letter are limited solely to the laws of the State of Florida, and we express no opinion as to the laws of any other jurisdiction. This letter has been prepared and is to be construed in accordance with the Reports on Standards for Opinions of Florida Legal Counsel for Business and Real Estate Transactions (September 1998) (the “Report”) and the Report is incorporated by reference in this letter.

BOSTON BRUSSELS CHICAGO DETROIT JACKSONVILLE LOS ANGELES MADISON MILWAUKEE NEW YORK ORLANDO SACRAMENTO SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. WEST PALM BEACH

InterSearch Group, Inc.

February 6, 2006

Page 2

Based upon the foregoing, and in reliance thereon, we are of the opinion that the Issued Shares covered by the Registration Statement that are to be offered and sold from time to time by the Selling Shareholders have been duly authorized, validly issued, and are fully paid and nonassessable. Based upon the foregoing, and in reliance thereon, we are of the opinion that the Issuable Shares covered by the Registration Statement that are to be offered and sold from time to time by the Selling Shareholders have been duly authorized and, when the Issuable Shares have been issued in accordance with the terms of the applicable Warrant Agreement, upon receipt of the consideration contemplated thereby, will be validly issued, fully paid and nonassessable. We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

Foley & Lardner LLP

EX-10.14

Exhibit 10.14

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXECUTION COPY Contract No. 203617

OVERTURE SEARCH SERVICES ORDER

Affiliate’s Name: Walnut-Ventures (dba ShopNav)	Type of Entity/State: Corporation/Nevada
Street Address: 250 Montgomery Street; Suite 1200	City/State/Zip: San Francisco, CA 94104
Affiliate Contact: Andrew Keery	Email: akeery@walnut-ventures.com
Telephone/Fax: 925 736 9795/925 736 7996	Tax Identification Number: 75-3099815
Payment Address: As above	Monthly Performance Metric: N/A

1. Term: [*] from the Effective Date. 2. Effective Date: March 1, 2003

3. Overture Services: Overture Services includes Overture’s technology and functionality for matching particular keyword requests with an index of certain web site URL’s, for providing the results of that match via the Internet and then enabling users to link to a designated page for the Advertisers which comprise the results of such match.

4. The Overture Services will be offered on Affiliate’s Offering(s), which is either or both of the following, as indicated below:

N/A	Affiliate’s Web Site(s): The pages under all of the top level domain names [ * ] by Affiliate, including but not limited to the following: [ * ] (together with all successor web pages to the foregoing).
YES	Affiliate’s Application: [ * ]

The “Hosted Pages” shall include those web pages generated in response to all search queries submitted via Affiliate’s Offering, including, but not limited to, search box queries or address-bar queries (collectively, “Query” or “Queries”). The Hosted Pages will be hosted by Overture or its third party designee (including, without limitation, [ * ]), or Affiliate in accordance with the terms of the Paragraph 2 of the Rider (the “Host”) and for the term of this Agreement. The Overture Services are available to Affiliate only in its capacity of doing business as ShopNav (or a successor d/b/a to which Overture agrees in writing in advance).

5. Overture Links: Overture Links enable a user to access Overture Services. The included Overture Links on Affiliate’s Offering are indicated below:

	Type of Overture Link	Description
Yes	Overture Search Box	The Overture search box as provided by Overture and as displayed by Affiliate on the Hosted Pages.
Yes	Affiliate Search Box	All of the search boxes on Affiliate’s Offering provided by Affiliate, including Affiliate Search Boxes that appear in the downloadable tool bar.
N/A	Contextual Links	Words and/or phrases provided by Overture that are hyperlinked to Overture Results that appear in a new browser window.
Yes	HotSpots	Words and/or phrases provided by Overture that are hyperlinked to Overture Results on the Hosted Pages.
Yes	Other	Address bar of Internet browsers that are included in Affiliate’s Offering.

6. Implementation of Overture Links: Overture shall provide the Overture Search Box, Contextual Links and HotSpots (as indicated), or, for Overture Links to be created by Affiliate (either the Affiliate Search Box or an

Overture Link described in “Other”), Overture shall provide the software code and functionality (such as the precise URL) and, if applicable, the Overture Marks to create those Overture Links. Affiliate and the Host shall enable all users of Affiliate’s Offering(s) to initiate search queries through the Overture Links and to access the Overture Services by creating, implementing, and maintaining the Overture Links in accordance with the specifications (including content, branding, shape, size, color, spacing and placement) provided to Affiliate by Overture from time to time, and otherwise in accordance with this Overture Services Order. Overture Links on Affiliate’s Web Site must be located Above the Fold. Affiliate and the Host shall utilize search URLs or other source feed indicators designated by Overture that enable Overture to identify the specific source of each search performed (as designated from time to time by Overture); provided that Overture shall have no obligation to pay Affiliate for any Bidded Clicks relating to searches that do not utilize such search URLs or other source feed indicators. Overture shall use commercially reasonable efforts to provide the Overture Services.

Are mock ups or other additional requirements of the Overture Links provided as part of this Overture Services Order? Yes:  x    No:  ¨. If yes, they are attached as Exhibit A and made a part of this Overture Services Order.

Affiliate and the Host will deliver all search queries submitted by users of Affiliate’s Offering to Overture. After a user initiates a query of the Overture Services via an Overture Link, then Overture shall use reasonable efforts to deliver either Overture’s results for that query (the “Overture Results”) or a response that no results are available for that query. Overture Results are as indicated below:

N/A	Paid Overture Results only, where “Paid Overture Results” are search results provided by Advertisers of Overture and do not include supplemental search results.
Yes	All Overture Results (Paid Overture Results plus supplemental search results).

7. Overture Results Implementation. This section applies only if Overture Results appear on Affiliate’s Offering (i.e. Overture Results are Licensed Materials). Affiliate (or Host) shall implement the Overture Results that are located on the Hosted Pages in accordance with Overture’s specifications for the format, presentation, display and placement, and otherwise in accordance with this Overture Services Order. [ * ] At a minimum, [ * ] complete Overture Results must appear Above the Fold. The number of Overture Results for each Query will be determined by Overture and all Overture Results must be displayed together without any other content of any kind between such Overture Results. Affiliate (or Host) shall not modify any aspect of the Overture Results (including the data contained therein), and shall ensure that the Overture Results appear in the order provided by Overture.

Are mock ups or other additional requirements of the Overture Results and how they appear on Affiliate’s Offering provided as part of this Overture Services Order? Yes:  x    No:  ¨. If yes, they are attached as Exhibit B and made a part of this Overture Services Order.

8. Licensed Materials: The Licensed Materials are the items licensed by Overture to Affiliate for purposes of this Services Order, as indicated below.

[ * ]	Portions of Overture Links provided by Overture (i.e. the Overture Search Box, Contextual Links or HotSpots and the software code, functionality and/or URLs that enable a user of Overture Links to access the Overture Services.)
[ * ]	Overture Marks displayed on Affiliate’s Offering(s)
[ * ]	Overture Results displayed on Hosted Pages
[ * ]	Overture Services

9. Exclusivity. Affiliate shall not display or link to any Paid Results other than Overture Results. For purposes of this Services Order, “Paid Result” means anything that responds to a Query for which the review, cataloging, collection, maintenance, display, indexing, ranking, or other activity is paid regardless of the method by which that

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payment is counted, whether cost per click, cost per action, cost per impression, pay for placement, paid inclusion, or otherwise, excluding traditional banner advertising units and non-dynamic buttons (provided that such banners, buttons and third-party advertisements do not respond to keyword searches or queries with content related to specific keyword searches or queries). In the determination of whether a response to a query is a “Paid Result”, it does not matter whether the Affiliate directly receives payment (i.e., if an advertiser pays for a response, then such response is a Paid Result). Affiliate acknowledges and agrees that any violation or threatened violation of this Section 9 will cause Overture to suffer irreparable harm for which there is no adequate remedy at law, entitling Overture to injunctive relief without the requirement of posting bond, which Affiliate hereby expressly waives, in addition to all other available legal remedies. Affiliate shall have the option of [ * ], on the Hosted Pages, [ * ].

10. Compensation. Overture shall pay Affiliate the amounts set forth below, excluding any taxes Overture may be required to withhold or to pay, within 45 days after the end of the calendar month in which such amounts were incurred. Overture shall include a report of the amounts that accrued during the most recent measurement period with each payment. Overture will retain all revenue derived from the Overture Links, Overture Services and Overture Results, except as specifically set forth on this Overture Services Order. Payments shall be in U.S. Dollars. Overture has no obligation to make any payment in any period where the total due Affiliate is less than $250; Overture may hold such payments due Affiliate until the amount due Affiliate hereunder exceeds $250 and will remit such amount upon the next scheduled payment date.

Overture shall pay Affiliate [ * ]% of Gross Revenue.

11. Miscellaneous. Terms not defined herein have the meanings indicated in the attached Terms and Conditions, which, along with all attached exhibits, riders and mock ups, if any, are incorporated into this Overture Services Order. By signing below, both Affiliate and Overture accept and agree to this Overture Services Order, including the attached Terms and Conditions, and all exhibits, riders and mock ups, if any.

12. Tracking. Affiliate (or Host) will provide Overture with the following information in a data field at the time-of-search for the purpose of tracking searches performed by ‘bots: [ * ] Affiliate will be entitled to encrypt such information so long as the encryption algorithm is consistent (allowing Overture to verify valid searches performed by human users in a consistent manner that is time-independent). Accordingly, Affiliate will provide Overture with [ * ] notice prior to a change in the encryption data.

Accepted and Agreed:

“AFFILIATE”		“OVERTURE”
Walnut-Ventures (dba ShopNav),		Overture Services, Inc., a Delaware corporation
a Nevada corporation
By:	/s/ Andrew Keery	By:	/s/
Name:	Andrew Keery	Name:
Title:	President	Title:

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RIDER TO OVERTURE SERVICES ORDER

The following additional terms and conditions are included in the attached Overture Services Order:

1. Affiliate agrees to re-direct all Queries to the Host and the Host will display the Overture Links and Overture Results on the Hosted Pages for the term of the Agreement. Affiliate will work with the Host to develop the look and feel of the hosted landing pages, error pages, and results pages that will contain the Overture Results. As of the Effective Date, the Host will be [ * ]

2. Subject to the terms and conditions of this Services Order, Affiliate may [ * ], upon [ * ] prior written notice to Overture, [ * ].

3. Overture and Affiliate shall work together in good faith to [ * ](“New Affiliate Search Applications”) using Overture Links and/or Overture Results. [ * ] As of the Effective Date, Affiliate’s Offering includes typed-in search functionality that [ * ]. Overture shall have the option, in its sole discretion, to provide or not provide Overture Services for any such modified or expanded Affiliate Offering or New Affiliate Search Application after the Effective Date and during the Term. [ * ] Notwithstanding anything contained in this Services Order to the contrary, if Affiliate modifies Affiliate’s Offering during the term to display Overture Results in a manner not set forth herein, (e.g., display of Overture Results using pop-over technology), then Overture will have the right to terminate this Services Order if such modification is not disabled within [ * ].

4. Notwithstanding [ * ], Overture will [ * ] from [ * ] subject to Overture’s [ * ]: (a) [ * ], and (b) [ * ]. Section [ * ] of the Services Order [ * ] to [ * ] that Overture [ * ] pursuant to (b) above.

5. If there is any conflict between the terms of this Rider and the terms of the remainder of this Services Order, the terms of this Rider shall control.

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TERMS AND CONDITIONS OF SERVICES ORDER

1. ADDITIONAL DEFINITIONS

1.1 Above the Fold means visible on the top of a computer screen without the user scrolling down or to the right or to the left, at a screen resolution of 640 by 480.

1.2 Gross Revenue means amounts collected by Overture for Bidded Clicks (after deducting any taxes Overture is required to collect). The “amounts collected by Overture” take into account adjustments for such matters as bad debt, credit card charges, refunds Overture pays to Advertisers, [ * ].

1.3 Advertiser means any third party that has signed up to be included in Overture’s Results for the specific keywords which have been clicked upon, has agreed to Overture’s advertiser terms and conditions and who has agreed to pay every time a user clicks on the link to such advertiser’s site.

1.4 Affiliate means the entity or person set forth in the first line of the Overture Services Order as Affiliate.

1.5 Bidded Click means a valid click on a Paid Overture Result by a user of Affiliate’s Offering(s) immediately after transferring from the Overture Links to the Overture Results. Bidded Clicks are counted at Overture’s servers and are determined by Overture.

1.6 Change of Control means (a) a merger, consolidation or other reorganization to which the entity is a party if the individuals and entities who were stockholders (or partners or members or others that hold an ownership interest) of the party immediately prior to the effective date of the transaction have “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of less than [ * ] of the total combined voting power for election of directors (or their equivalent) of the surviving entity following the effective date of the transaction, (b) acquisition by any entity or group of direct or indirect beneficial ownership in the aggregate of securities (or other ownership interests) of the party then issued and outstanding representing [ * ] or more of the total combined voting power of the party, or (c) a sale of all or substantially all of the party’s assets.

1.7 Overture means Overture Services, Inc. a Delaware corporation.

1.8 Overture Marks means (i) any or all of the following, as provided by Overture: (A) The mark “Overture” in typed form and stylized formats; (B) a circular center, surrounded by three concentric circular rings (the “Overture Logo”, as may be modified from time to time); (C) any words or phrases in which Overture has intellectual property rights; (ii) all of the following (X) the format or general image or appearance of the Overture Results or the Web pages provided by Overture or produced by any of its technology or services; (Y) any word, symbol or device, or any combination thereof, used or intended to be used by Overture to identify and distinguish Overture’s products or services from the products or services of others, and to indicate the source of such goods or services; and (Z) any updates to the foregoing.

2. GRANT OF LICENSE

2.1 License. Subject to the terms and conditions of this Services Order, Overture grants to Affiliate a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable (unless explicitly provided for under this Services Order), royalty-free license during the term of this Services Order to use and display the Licensed Materials on Affiliate’s Offerings, as specifically authorized or described in this Services Order.

2.2 Conditions of License. The Licensed Materials must be reproduced and displayed in the size, place, and manner indicated in this Services Order, and only in compliance with Overture’s Usage Guidelines, attached hereto as Schedule 1, as modified from time to time by Overture in its sole discretion. If Affiliate engages in any action that, in Overture’s sole discretion, reflects poorly on Overture or otherwise disparages or devalues the Overture Marks, or Overture’s reputation or goodwill, Overture may terminate the Services Order, if Affiliate has not remedied same within [ * ].

2.3 Ownership of Licensed Materials. Affiliate acknowledges that all right, title and interest in the Licensed Materials is exclusively owned by Overture and/or its licensors, and that no right other than the limited license granted herein is provided to Affiliate. Affiliate shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the Licensed Materials or in any element, derivation, adaptation, variation or name thereof. Affiliate shall not contest the validity of, or Overture’s ownership of, any of the Licensed Materials. During the term of this Services Order, Affiliate shall not, in any jurisdiction, adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name, any Overture Marks, or any word, symbol or device, or any combination confusingly similar to any of the Overture Marks. Except for the limited license expressly granted herein, nothing in this Services Order shall be construed as Overture granting to Affiliate any right, title or interest in or to the Licensed Materials or right under any patent, trade secret or other intellectual property rights of Overture. Overture reserves all rights not expressly granted in this Services Order.

2.4 Ownership of Goodwill. Affiliate agrees that its use of the Licensed Materials inures to the benefit of Overture. All goodwill or reputation in the Licensed Materials automatically vests in Overture when the Licensed Materials are used by Affiliate pursuant to this Services Order.

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2.5 Ownership of Overture Services. Affiliate acknowledges and agrees that, as between the parties, Overture owns all right, title and interest in and to the Overture Services and the Overture Results, whether or not such items are included in the Licensed Materials.

2.6 Caching Licensed Material. Affiliate shall not cache any Overture Results or any other Licensed Material.

3. AFFILIATE’S RESPONSIBILITIES

3.1 Affiliate’s Offerings: Affiliate agrees that it is solely responsible for the development, maintenance and operation of Affiliate’s Offerings and for all materials and content that appear on Affiliate’s Offerings. Affiliate shall not offer its users incentives of any kind to use any of the Overture Services or to use any other content on Affiliate’s Offering(s). Affiliate acknowledges and agrees that the services provided for under this Services Order are subject to the ongoing satisfaction of Overture’s existing and potential customers, including its Advertisers and users. Notwithstanding the cure period set forth in Section 7.2 below, if Overture receives complaints about Affiliate or Affiliate’s Offering (including complaints about the traffic sent to Advertisers from Affiliate’s Offering), then Overture may terminate this Services Order [ * ].

3.2 Wrongful Acts: The only users that shall be transferred to Overture Results or a web page containing Overture Results shall be users who submit Queries for such users’ respective internal search requirements and not for the purpose of providing the Overture Results (or the paid results or any other content contained therein) to or performing any form of service for any third party and who access the Overture Links as set forth in the Services Order. Affiliate shall not allow any of the following to occur: [ * ]. Affiliate acknowledges and agrees that any [ * ] is [ * ] this Services Order. Affiliate will [ * ] any [ * ] that Affiliate [ * ], and [ * ] any [ * ] or [ * ] including, without limitation, any [ * ], and to [ * ] Users who have [ * ] from further accessing and using any Hosted Pages. If Affiliate [ * ], then Overture may [ * ].

3.3 Affiliate’s License. Affiliate grants Overture and its service providers a non-exclusive, worldwide, fully-paid-up, royalty-free, sub-licensable, transferable right and license to host, serve, distribute, reproduce, store, modify, publicly display, publicly perform and otherwise use the Affiliate Content for record-keeping purposes, for developing and enhancing its technology and software, and for purposes of assisting Overture and its service providers in the performance of the services. “Affiliate Content” means, collectively, (1) all content Affiliate obtains directly from users and then retransmits to Overture or its service provider (in its original or in a modified form); and (2) any other data, information, content and other materials that Affiliate provides to Overture or its service provider in connection with this Agreement.

3.4 Use of The Services. If [ * ] are offered, Affiliate shall use the services [ * ] with [ * ] and [ * ] in the [ * ] of its [ * ] of [ * ]. Affiliate shall ensure that [ * ] for such [ * ] and not for [ * ] or [ * ] any [ * ]. Affiliate is prohibited from [ * ] for any purposes other than [ * ]. “[ * ]” means [ * ].

3.5 Error Type Service. During the term of the Agreement, Affiliate shall [ * ] the Hosted Pages as its [ * ] Error Type Service with respect to [ * ]. “[ * ]” means [ * ] (a) [ * ] or (b) [ * ], provided [ * ]. An [ * ] can be [ * ] (regardless of whether or not it [ * ]) and can [ * ] (e.g., [ * ]). “[ * ]” means any [ * ] that (i) [ * ] and (ii) [ * ]. “Error Type Service” means [ * ], including, without limitation, [ * ].

4. REPRESENTATIONS AND WARRANTIES

4.1 Overture Warranties. Overture represents and warrants that it has full power and authority to enter into this Services Order. Overture does not warrant that the Licensed Materials or Overture Services will meet all of Affiliate’s requirements or that performance of the Licensed Materials or Overture Services will be uninterrupted or error-free. OVERTURE IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS), OR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED TO FROM THE OVERTURE RESULTS. OVERTURE AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

4.2 Affiliate Warranties. Affiliate represents and warrants that: (i) it has full power and authority to enter into this Services Order, (ii) the tax identification number set forth on the top of page 1 to this Services Order is the Affiliate’s correct social security or federal tax identification number, (iii) all information and other content it collects from users

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will be collected, used, stored and disclosed by it in full compliance with all applicable privacy laws and regulations, (iv) it has obtained and will obtain all consents, rights, approvals, licenses and other authorizations from all third parties necessary for Affiliate to grant the licenses and rights to Overture and its third party designee(s) to perform the services and for Affiliate to perform Affiliate’s obligations under the Agreement, and (v) the Affiliate Content and the content on Affiliate’s Offerings, or on Overture Links or the Web site or other location Overture Results are displayed (except to the extent provided by Overture) (collectively, “Affiliate Items”), and/or the technology used by Affiliate in connection with Affiliate Items and/or the means by which users access Affiliate Items (a) are owned, validly licensed for use by Affiliate or in the public domain; (b) do not constitute defamation, libel, obscenity; (c) do not violate applicable law or regulations; (d) do not infringe, dilute or otherwise violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; (e) do not result in any consumer fraud, product liability, breach of contract to which Affiliate is a party or cause injury to any third party, and (f) is and will be accurate and complete and Affiliate will promptly update such information as required to maintain the accuracy and completeness of such information.

5. CONFIDENTIALITY

5.1 Definition. “Confidential Information” means any information (including information provided by a third party service provider of Overture) disclosed by either party to the other party during the Term (and any renewals terms), either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary” or some similar designation. All of the terms of this Services Order shall be deemed “Confidential.” Information communicated orally will be considered Confidential Information if such information is designated as being Confidential Information at the time of disclosure and confirmed in writing as being Confidential Information within 20 days after the initial disclosure. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

5.2 Restrictions. The receiving party agrees (i) not to disclose any Confidential Information to any third parties (except that Overture may disclose Affiliate’s Confidential Information to Overture’s third party service provider(s)), (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Services Order and (iii) to keep the Confidential Information confidential using the same degree of care the receiving party uses to protect its own confidential information, as long as it uses at least reasonable care. If either party receives a subpoena or other validly issued judicial process requesting, or is required by a government agency (such as the SEC) to disclose, Confidential Information of the other party, then the receiving party shall not disclose such Confidential Information without the prior written approval of the disclosing party and shall notify the disclosing party of such requirement and shall reasonably cooperate to seek confidential treatment or to obtain an appropriate protective order to preserve the confidentiality of the Confidential Information. All obligations under this Section 5.2 survive for [ * ] after termination of the Services Order.

6. INDEMNIFICATION

6.1 Overture Indemnification. Overture shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Affiliate, which alleges [ * ]; provided that Affiliate promptly notifies Overture in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Overture (at Overture’s expense and with Overture’s choice of counsel), and cooperates fully with Overture (at Overture’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Overture to perform the foregoing.

6.2 Affiliate Indemnification. Affiliate shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Overture, its officers, directors, employees, agents and third party service providers, which alleges facts that would violate the law or the rights of any third party, constitute a breach of any warranty, representation or covenant made by Affiliate under this Services Order, or are related to Affiliate’s breach of a material obligation under this Services Order; provided that Overture promptly notifies Affiliate in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Affiliate (at Affiliate’s expense and with Affiliate’s choice of counsel), and cooperates fully with Affiliate (at Affiliate’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Affiliate to perform the foregoing. [ * ] Overture shall have the right to participate in the defense of such a claim with counsel of its choice at its own expense.

6.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THE EXCLUSIVITY (SECTION 9 OF THE SERVICES ORDER) OR CONFIDENTIALITY (SECTION 5 OF THESE TERMS AND CONDITIONS OF THE

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SERVICES ORDER) PROVISIONS, OR OF SECTIONS 6.1, 6.2 OR 8.2 OF THESE TERMS AND CONDITIONS OF THE SERVICES ORDER, NEITHER PARTY OR ANY OF OVERTURE’S LICENSORS OR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL OVERTURE’S LIABILITY ARISING OUT OF THIS SERVICES ORDER EXCEED [ * ].

7. TERM

7.1 Term. This Services Order is effective as of the Effective Date and shall continue in force for the Term. Thereafter, this Services Order will renew automatically for successive one-year periods until either party gives written notice to the other party of its intent not to renew no less than [ * ] prior to the end of the previous one-year period, or until terminated pursuant to this Services Order.

7.2 Termination. If either party breaches any covenant, representation and/or warranty of this Services Order and such breaching party does not cure such breach within [ * ] of written notice by the non-breaching party of such breach, then the non-breaching party may terminate the Services Order upon written notice to the breaching party after failure to cure within those [ * ]. Notwithstanding the prior sentence, (i) if either party breaches any material covenant, representation or warranty of this Services Order that is not capable of being cured, then the non-breaching party may terminate this Services Order immediately upon written notice to the breaching party and (ii) if either party breaches any covenant, representation or warranty more than [ * ] during any [ * ] period after being provided with written notice and cure periods for such breaches, the non-breaching party may terminate this Services Order upon providing written notice to the breaching party. Overture may terminate this Services Order without incurring liability to Affiliate immediately upon the occurrence of a Change of Control involving Affiliate. In addition, either party may suspend performance and/or terminate this Services Order if the other party makes any assignment for the benefit of creditors or has any petition under bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof.

7.3 Effect of Termination or Expiration. Upon the termination of this Services Order for any reason (i) all license rights granted herein shall terminate immediately, and (ii) Affiliate shall immediately cease use of the Licensed Materials, and (iii) Sections 2.3, 2.4, 2.5 5, 6, 7.3 and 8 survive. If this Services Order terminates for any reason prior to the date that Affiliate has fully earned any prepaid or upfront payments, then Affiliate shall immediately refund to Overture (without limiting any other rights or remedies the parties might have) the entire amount of the prepaid or upfront payments made by Overture which have not been fully earned by Affiliate.

8. MISCELLANEOUS

8.1 Notice. Any notice required for or permitted by this Services Order shall be in writing and shall be deemed delivered if delivered as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report, (iv) by certified or registered mail, return receipt requested, upon verification of receipt. All notices must be sent to Affiliate at the address first described above or to Overture at 74 North Pasadena Avenue, Pasadena, California 91103, Attn: Vice President Business Affairs, or to such other address that the receiving party may have provided for the purpose of notice in accordance with this Section.

8.2 Press Release. [ * ] may issue a press release or other public statement regarding this Services Order without the prior written consent of [ * ]. The failure to obtain the prior written approval of [ * ] shall be deemed a material non-curable breach of this Services Order, whereby [ * ] may terminate this Services Order immediately following written notice to [ * ], and the cure provision of this Services Order shall not apply.

8.3 Mock Ups. If any mock ups are attached to this Services Order, then all Overture Links and/or all Overture Results, as appropriate, shall appear [ * ] to such mock ups.

8.4 Assignment. Subject to the restrictions set forth below, this Services Order may be assigned in whole or in part and shall inure to the benefit of, and shall be binding upon, the parties’ successors and assigns. Upon assignment of this Services Order, the assignor shall cease to be liable under this Services Order except for events occurring prior to the date of assignment. [ * ] Any unauthorized assignment or transfer of this Services Order shall be null and void and of no force or effect.

8.5 Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Services Order is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party; [ * ].

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8.6 Governing Law. This Services Order will be governed and construed, to the extent applicable, in accordance with United States law, and otherwise, in accordance with California law, without regard to conflict of law principles. Except for requests for injunctive relief, any dispute or claim arising out of or in connection with this Services Order shall be finally settled by binding arbitration in Los Angeles County, California under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

8.7 Independent Contractors. The parties are independent contractors. This Services Order shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

8.8 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, acts of terrorism, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.

8.9 Compliance with Law. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to [ * ]under this Services Order.

8.10 Entire Agreement. This Services Order (including the Services Order, these Terms and Conditions and all exhibits, riders and mock ups attached thereto) constitutes the entire agreement between the parties with respect to the subject matter hereof. This Services Order supersedes, and the terms of this Services Order govern, any other prior or collateral agreements (including without limitation, any warranties) with respect to the subject matter hereof. Any amendments to this Services Order must be in writing and executed by an officer of the parties. Nothing in this Services Order shall impair or affect how Overture operates its business. Overture shall be entitled to make any and all changes to its business as it deems appropriate, including but not limited to terminating products (including Overture Links), without incurring any liability to Affiliate.

8.11 Counterparts. This Services Order may be entered into by each party in separate counterparts and shall constitute one fully executed Services Order upon execution by both Affiliate and Overture.

8.12 Severability. If any provision of this Services Order is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Services Order, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

8.13 Waiver. The terms or covenants of this Services Order may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Services Order, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Services Order.

8.14 Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Services Order.

SCHEDULE 1

OVERTURE USAGE GUIDELINES

1. Affiliate may use the Licensed Materials solely for the purpose authorized herein by Overture and only in compliance with the specifications, directions, information and standards supplied by Overture and modified by Overture from time to time.

2. Affiliate agrees to comply with any requirements established by Overture concerning the style, design, display and use of the Licensed Materials; to correctly use the trademark symbol ™ or registration symbol ^® with every use of the trademarks, service marks and/or trade names as part of the Licensed Materials as instructed by Overture; to use the registration symbol ^® upon receiving notice from Overture of registration of any trademarks, service marks and/or trade names that are part of the Licensed Materials.

3. Affiliate may not alter the Licensed Materials in any manner, or use the Licensed Materials in any manner that may dilute, diminish, or otherwise damage Overture’s rights and goodwill in any Overture trademark, trade name and/or service mark that are part of the Licensed Materials.

4. Affiliate may not use the Licensed Materials in any manner that implies sponsorship or endorsement by Overture of services and products other than those provided by Overture.

5

Amendment Number 1 (“Amendment #1”)

to the

Overture Search Services Order (“Agreement”)

Between

Overture Services, Inc. (“Overture”)

And

Walnut-Ventures, Inc (“Walnut”)

Effective Date of Agreement: March 1, 2003

This Amendment #1 to the above referenced Agreement is made and entered into effective as of April 1, 2003 (“Amendment Effective Date”) by and between Overture Services, Inc., a Delaware corporation with its principal place of business at 74 North Pasadena Avenue, 3^rd Floor, Pasadena, California 91103, and Walnut Ventures, Inc., a Nevada Corporation with its principal place of business at 250 Montgomery Street; Suite 1200, San Francisco, California, 94104.

In consideration of the mutual covenants contained herein, and for such other good and valuable consideration, the sufficiency of which is acknowledged by the parties hereto, Overture and Walnut desire to amend the Agreement as follows:

1. Conflicts, Use of Terms. In the event of conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment #1, the terms and conditions of this Amendment #1 will control. All capitalized terms used but not defined herein will have the meaning assigned to them in the Agreement.

2. Modification of the Terms and Conditions of the Agreement. The Agreement is modified as follows:

a. The Term in Section 1 of the Agreement is amended to read “[*] from the Effective Date.”

b. Section 4 of the Agreement is amended as follows:

(1) The first row of the table is deleted in its entirety and replaced with the following as an Affiliate’s Offering:

YES [ * ]

(2) The first sentence following the table is deleted in its entirety and replaced with the following:

“The “Hosted Pages” shall include those web pages generated in response to all search queries submitted via Affiliate’s Application, including, but not limited to, search box queries or address-bar queries (collectively, “Query” or “Queries”).

(3) The following is added after the last sentence in Section 4 of the Agreement:

“For purposes of clarity, [ * ] shall be responsible for hosting their own search and results pages.”

c. The following row is added to the table in Section 6 of the Agreement:

Yes [ * ]

d. The third row of the table in Section 8 of the Agreement is deleted in its entirety and replaced with the following:

[ * ] Overture Results displayed in Hosted Pages, [ * ]

e. The first sentence in Section 9 of the Agreement is amended to read “Affiliate shall not distribute, display or link to any Paid Results other than Overture Results.”

f. The second paragraph in Section 10 of the Agreement is deleted in its entirety and amended to read:

“Overture shall pay Affiliate [ * ]% of Gross Revenue from [ * ].

Overture shall pay Affiliate [ * ]% of Gross Revenue from [ * ].”

g. The following is added to Section 10 of the Agreement:

“If Overture includes [ * ].

[ * ] means [ * ] by Overture for [ * ].

[ * ] means [ * ] by [ * ] from the [ * ]. [ * ] are [ * ] at [ * ] and are [ * ].”

h. The Rider to the Agreement is amended to insert new paragraphs 6, 7 and 8 which shall read as follows:

“6. Subject to the provisions of the Agreement, Affiliate agrees to [ * ] to Overture that [ * ] for Overture Services and Affiliate [ * ] that Overture would be [ * ] in [ * ] with such [ * ] for the [ * ]. On the Amendment Effective Date, Affiliate will provide Overture with [ * ] of [ * ] (attached as Exhibit 1 to this Amendment #1), which it will [ * ] as it [ * ]. Overture, in its sole discretion, may elect to: (a) [ * ] with [ * ] directly, in which event [ * ]; (b) [ * ] to [ * ] as set forth in [ * ]; or (c) [ * ] with [ * ]. Section [ * ] of the Services Order [ * ] to [ * ] for which [ * ]. Notwithstanding anything to the contrary herein, Affiliate acknowledges and agrees that [ * ] shall [ * ] be [ * ] under any of the following circumstances: (i) [ * ], (ii) [ * ], (iii) [ * ], or (iv) [ * ].

7. If Overture elects to [ * ] a [ * ] shall then [ * ] which will [ * ], including a [ * ] as to [ * ] will[ * ] regarding [ * ]. Affiliate shall [ * ] with [ * ] it has regarding [ * ] the [ * ] and [ * ] of [ * ], and to [ * ], if [ * ], in [ * ] the [ * ].

a. For [ * ], Overture shall [ * ] Walnut [ * ]. The [ * ] shall be [ * ] of [ * ] and shall be [ * ] for a [ * ] from the [ * ] an [ * ] with [ * ], based on the [ * ] schedule: [ * ]

8. Overture agrees that Affiliate may [ * ], via an [ * ], the [ * ] to be provided to [ * ]:

(a) “[ * ]” shall mean [ * ] (i) [ * ] to [ * ] or [ * ] a [ * ], (ii) [ * ] in [ * ] and listed in Exhibit 2 to this Agreement #1 [ * ], (iii) that [ * ] the [ * ], and (iv) [ * ] a [ * ] Acknowledgment Letter. Overture shall [ * ] to [ * ] or [ * ] any [ * ] as a [ * ].

(b) “[ * ]” shall mean [ * ] (i) Affiliate [ * ] Overture to which [ * ] provides services and that [ * ], (ii) that is [ * ] in [ * ] an [ * ], (iii) to which [ * ], (iv) that [ * ] an [ * ] with [ * ] to [ * ], and (v) from [ * ] or [ * ] Overture receives a [ * ]. Overture shall [ * ] to [ * ] any [ * ] Affiliate [ * ] as a [ * ].

(c) Overture shall [ * ] to [ * ] Affiliate’s [ * ] the [ * ] to [ * ]; provided, however, that in the event Overture [ * ], Overture [ * ] with [ * ] to [ * ] to the [ * ] for [ * ] from the [ * ].

(d) Prior to [ * ], each [ * ] shall [ * ] to Overture a copy of the applicable acknowledgment letter (the “Acknowledgment Letter”) in the form of Exhibit 3A or Exhibit 3B (for [ * ] only) attached to this Amendment #1.

(e) Prior to [ * ], each [ * ] shall [ * ] to Overture a copy of the applicable Acknowledgment Letter in the form of Exhibit 3C or Exhibit 3D (for [ * ] only) attached to this Amendment #1.

(f) Affiliate shall [ * ] with [ * ], and [ * ] that [ * ] with [ * ], that includes the [ * ]:

(1) [ * ] acknowledges that Overture [ * ] on its [ * ] with Affiliate [ * ] Affiliate to [ * ] to [ * ], and Overture shall [ * ] to [ * ] of the [ * ] as they [ * ] to Overture, as [ * ] of such agreement.

(2) [ * ] acknowledges that Overture [ * ] on its [ * ] with [ * ] to [ * ] to [ * ], and Overture shall [ * ] to [ * ] of the [ * ] as they [ * ] to Overture, as [ * ] of such agreement.

(3) [ * ] shall [ * ] in accordance with Overture’s specifications for the [ * ] and [ * ] as set forth in the Agreement and Acknowledgment Letter.

(4) Affiliate [ * ] or [ * ] of an [ * ] without [ * ], which [ * ]; provided, however, that Affiliate [ * ] or [ * ] of an [ * ] without [ * ] in which Overture [ * ] its agreement with Walnut or [ * ] the [ * ] under section [ * ] above.

(5) [ * ] or [ * ] the [ * ] of an [ * ] without [ * ], which [ * ]; provided, however, that [ * ] or [ * ] of an [ * ] without [ * ] in which Overture [ * ] its agreement with Walnut or [ * ] the [ * ] under section [ * ] above.”

(6) Each of the [ * ] set forth in the Acknowledgment Letter.

(g) Affiliate agrees [ * ] Overture with [ * ] of any [ * ] at least [ * ] to such [ * ].

(h) Affiliate shall [ * ] to [ * ] that all [ * ] and [ * ] with [ * ] the [ * ] of this Agreement, the [ * ], and the Acknowledgment Letters.

(i) As of the Amendment Effective Date, the [ * ] to [ * ], and [ * ], including [ * ]; provided, however, that [ * ] that Affiliate [ * ] also [ * ], including [ * ] for [ * ] of [ * ] to Overture, which [ * ] by [ * ].

2

i. The last sentence of Section 1.2 of the Terms and Conditions of the Agreement is deleted in its entirety and amended to read:

“The ‘amounts collected by Overture’ take into account adjustments for such matters as bad debt and credit card charges [ * ], refunds Overture pays to Advertisers and [ * ]”.

j. The first sentence of Section 6.2 of the Terms and Conditions of the Agreement is deleted in its entirety and amended to read:

“Affiliate shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Overture, its officers, directors, employees, agents and third party service providers, [ * ], which alleges facts that would violate the law or the rights of any third party, constitute a breach of any warranty, representation or covenant made by Affiliate under this Services Order, or is related to Affiliate’s breach of a material obligation under this Services Order; provided that Overture promptly notifies Affiliate in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Affiliate (at Affiliate’s expense and with Affiliate’s choice of counsel), and cooperates fully with Affiliate (at Affiliate’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Affiliate to perform the foregoing.”

3. No Other Modifications. Except as provided above, the terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment #1 to the Agreement to be executed by their duly authorized representatives on the date(s) set forth below.

Overture Services, Inc.		Walnut Ventures, Inc.
Signature	/s/ William Demas	Signature	/s/ Daniel O’Donnell
Name	William Demas	Name	Daniel O’Donnell
Title	Senior VP & GM, Partner Business and Solutions Group	Title	CEO
Date	6/4/03	Date	6/5/03

3

EXHIBIT 1

[ * ]

4

EXHIBIT 2

[ * ]

Overture Services, Inc.		Walnut Ventures, Inc.
Signature	/s/ William Demas	Signature	/s/ Daniel O’Donnell
Name	William Demas	Name	Daniel O’Donnell
Title	Senior VP & GM, Partner Business and Solutions Group	Title	CEO
Date	6/4/03	Date	6/5/03

5

EXHIBIT 3A

[ * ] ACKNOWLEDGMENT LETTER

1. Third Party Beneficiary. [ * ] acknowledges and agrees that Overture is relying on this Acknowledgment Letter and [ * ] Agreement with Walnut Ventures, Inc. (“Walnut”) in allowing Walnut to [ * ] the [ * ] the Overture Results for display by [ * ] and that Overture shall be entitled to enforce the terms of [ * ] agreement with Walnut as a third party beneficiary thereto.

2. Term: The term of the [ * ] Agreement with Walnut shall be for a minimum of [ * ]; provided, however, that Overture may terminate Walnut Ventures’ right to [ * ] the Overture Results to [ * ] at any time in accordance with the terms of Overture’s agreement with Walnut.

3. Implementation of Overture Results: “Overture Results” means those results delivered by Overture in response to a search query (either through an Internet search box or a click on a HotSpot (“HotSpots” means words and/or phrases provided by Overture for use on a specific web page that are hyperlinked to Overture Results)) conducted on [ * ] Web site by a human end user (as opposed to ‘bots, metaspiders, macro programs, Internet agents or any other automated means) (“Search Queries”). [ * ] agrees to implement the Overture Results that are displayed on [ * ] Web site in accordance with Overture’s specifications for the format, presentation, display and placement, as provided by Overture from time to time and otherwise in accordance with [ * ] agreement with Walnut. The Overture Results displayed by [ * ] shall be the first search results on the page, have the same look and feel as all other displayed search results, include the URL, full title and description, and shall have consistent characteristics, including left and right margins, text size, color, font, heading, shading/background, spacing, blank areas, length, existence of URL, and all other aspects of “look and feel.” [ * ]. At a minimum, [ * ] complete Overture Results must appear Above the Fold. The number of Overture Results for each query will be determined by Overture and [ * ] agrees to display all Overture Results together without any other content of any kind between such Overture Results. [ * ] agrees not to modify any aspect of the Overture Results (including the data contained therein), and agrees to ensure that the Overture Results appear in the order provided by Overture.

4. Searches: The Overture Results will be provided only in response to Search Queries.

5. Wrongful Acts: The only users to which [ * ] may provide Overture Results are users conducting searches via [ * ] Internet search boxes or HotSpots. Without limiting anything contained above, [ * ] agrees not to provide Overture Results to any users or direct users to any web page containing Overture Results by means of any computer or browser functionality or by means of any web page not owned by [ * ] or explicitly approved by Overture. [ * ] shall not allow any of the following to occur: [ * ]. In addition, [ * ] shall not do any anything on any web page containing an Overture Result that blocks any portion of a user’s view of such Overture Result (including, without limitation, pop-up windows).

6. [ * ]: [ * ] For purposes of this Acknowledgment Letter, “Paid Result” means anything that responds to an Internet search query for which the review, cataloging, collection, maintenance, display, indexing, ranking, or other activity is paid regardless of the method by which that payment is counted, whether cost per click, cost per action, cost per impression, pay for placement, paid inclusion, or otherwise, excluding traditional banner advertising units and non-dynamic buttons (provided that such banners, buttons and third-party advertisements do not respond to keyword searches or queries with content related to specific keyword searches or queries). In the determination of whether a response to a query is a “Paid Result”, it does not matter whether the [ * ] directly receives payment (i.e., if an advertiser pays for a response, then such response is a Paid Result). [ * ] shall send all Search Queries to Overture.

7. No Modification/Termination: [ * ] will not terminate or modify the terms of its agreement with Walnut without Overture’s prior written consent, which will not be unreasonably withheld; provided, however, that [ * ] may terminate or modify the terms of its agreement with Walnut without Overture’s prior written consent in the event that Overture either terminates its agreement with Walnut or terminates the distribution of Overture Results to [ * ]. In the event that [ * ] terminates its [ * ] Agreement with Walnut following a material breach of the [ * ] Agreement by Walnut, then, at Overture’s option, [ * ] shall enter into an agreement with Overture for Overture to provide the Overture Results, which is similar in all material respects to the agreement between Overture and Walnut.

8. Overture’s Performance: Overture’s duty for the delivery of Overture Results and for all other Overture obligations are provided for in Overture’s Agreement with Walnut (and any amendment(s) thereto).

WHEREFORE, [ * ] acknowledges and agrees to the terms and conditions set forth in this Acknowledgment Letter.

[ * ]

[Name of Entity]

[Address]

[Phone/Fax]

Signature                                                             

Name                                                                   

Title                                                                     

Date                                                                    

6

EXHIBIT 3B

[ * ] ACKNOWLEDGMENT LETTER

(FOR [ * ] ONLY)

1. Third Party Beneficiary. [ * ] acknowledges and agrees that Overture is relying on this Acknowledgment Letter and [ * ] Agreement with Walnut Ventures (“Walnut”) (“[ * ] Agreement”) in allowing Walnut to [ * ] to the [ * ] the Overture Results for display by [ * ] and that Overture shall be entitled to enforce the terms of [ * ] agreement with Walnut as a third party beneficiary thereto.

2. Term: The term of the [ * ] Agreement with Walnut shall be for a minimum of [ * ]; provided, however, that Overture may terminate Walnut Ventures’ right to [ * ] the Overture Results to [ * ] at any time in accordance with the terms of Overture’s agreement with Walnut.

3. Implementation of Overture Results: “Overture Results” means those results delivered by Overture in response to a search query (either through an Internet search box or a click on a HotSpot (“HotSpots” means words and/or phrases provided by Overture for use on a specific web page that are hyperlinked to Overture Results)) conducted on [ * ] Web site by a human end user (as opposed to ‘bots, metaspiders, macro programs, Internet agents or any other automated means) (“Search Query”). [ * ] agrees to implement the Overture Results that are displayed on [ * ] Web site in accordance with Overture’s specifications for the format, presentation, display and placement, as provided by Overture from time to time and otherwise in accordance with [ * ] agreement with Walnut. The Overture Results displayed by [ * ] shall have the same look and feel as all other displayed search results, and shall include the URL, full title and description, and shall have consistent characteristics, including left and right margins, text size, color, font, heading, shading/background, spacing, blank areas, length, existence of URL, and all other aspects of “look and feel.” [ * ] agrees (a) that the [ * ] search results on all pages delivered in response to a Search Query, will be Overture Results, and (b) [ * ]. At a minimum, [ * ] complete Overture Results must appear Above the Fold. The number of Overture Results for each Search Query will be determined by Overture and [ * ] agrees to display all Overture Results together without any other content of any kind between such Overture Results. [ * ] agrees not to modify any aspect of the Overture Results (including the data contained therein), and agrees to ensure that the Overture Results appear in the order provided by Overture.

4. Searches: The Overture Results will be provided only in response to Search Queries.

5. Wrongful Acts: The only users to which [ * ] may provide Overture Results are users conducting Search Queries via [ * ] Internet search boxes or directory links. Without limiting anything contained above, [ * ] agrees not to provide Overture Results to any users or direct users to any web page containing Overture Results by means of any computer or browser functionality or by means of any web page not owned by [ * ] or explicitly approved by Overture. [ * ] shall not allow any of the following to occur: [ * ]. In addition, [ * ] shall not do any anything on any web page containing an Overture Result that blocks any portion of a user’s view of such Overture Result (including, without limitation, pop-up windows).

6. No Modification/Termination: [ * ] will not terminate or modify the terms of its agreement with Walnut without Overture’s prior written consent, which will not be unreasonably withheld; provided, however, that [ * ] may terminate or modify the terms of its agreement with Walnut without Overture’s prior written consent in the event that Overture either terminates its agreement with Walnut or terminates the distribution of Overture Results to [ * ]. In the event that [ * ] terminates its [ * ] Agreement with Walnut following a material breach of the [ * ] Agreement by Walnut, then, at Overture’s option, [ * ] shall enter into an agreement with Overture for Overture to provide the Overture Results, which is similar in all material respects to the agreement between Overture and Walnut.

7. Overture’s Performance: Overture’s duty for the delivery of Overture Results and for all other Overture obligations are provided for in Overture’s Agreement with Walnut (and any amendment(s) thereto).

WHEREFORE, [ * ] acknowledges and agrees to the terms and conditions set forth in this Acknowledgment Letter.

[ * ] [Name of Entity] [Address] [Phone/Fax]
Signature
Name
Title	Date

7

EXHIBIT 3C

[ * ] ACKNOWLEDGMENT LETTER

1. [ * ]: The entity with which [ * ] has an agreement to receive the Overture Results is [ * ].

2. Third Party Beneficiary. [ * ] acknowledges and agrees that Overture is relying on this Acknowledgment Letter and [ * ] Agreement with [ * ] in allowing [ * ] to [ * ] to the [ * ] the Overture Results for display by [ * ] and that Overture shall be entitled to enforce the terms of [ * ] agreement with [ * ] as a third party beneficiary thereto.

3. Term: The term of the [ * ] Agreement with [ * ] shall be for a minimum of [ * ]; provided, however, that Overture may terminate Walnut Ventures’ right to [ * ] the Overture Results to [ * ] at any time in accordance with the terms of Overture’s agreement with Walnut.

4. Implementation of Overture Results: “Overture Results” means those results delivered by Overture in response to a search query (either through an Internet search box or a click on a HotSpot (“HotSpots” means words and/or phrases provided by Overture for use on a specific web page that are hyperlinked to Overture Results)) conducted on [ * ] Web site by a human end user (as opposed to ‘bots, metaspiders, macro programs, Internet agents or any other automated means) (“Search Queries”). [ * ] agrees to implement the Overture Results that are displayed on [ * ] Web site in accordance with Overture’s specifications for the format, presentation, display and placement, as provided by Overture from time to time and otherwise in accordance with [ * ] agreement with Walnut. The Overture Results displayed by [ * ] shall be the first search results on the page, have the same look and feel as all other displayed search results, include the URL, full title and description, and shall have consistent characteristics, including left and right margins, text size, color, font, heading, shading/background, spacing, blank areas, length, existence of URL, and all other aspects of “look and feel.” [ * ]. At a minimum, [ * ] complete Overture Results must appear Above the Fold. The number of Overture Results for each query will be determined by Overture and [ * ] agrees to display all Overture Results together without any other content of any kind between such Overture Results. [ * ] agrees not to modify any aspect of the Overture Results (including the data contained therein), and agrees to ensure that the Overture Results appear in the order provided by Overture.

5. Searches: The Overture Results will be provided only in response to Search Queries.

6. Wrongful Acts: The only users to which [ * ] may provide Overture Results are users conducting searches via [ * ] Internet search boxes or HotSpots. Without limiting anything contained above, [ * ] agrees not to provide Overture Results to any users or direct users to any web page containing Overture Results by means of any computer or browser functionality or by means of any web page not owned by [ * ] or explicitly approved by Overture. [ * ] shall not allow any of the following to occur: [ * ]. In addition, [ * ] shall not do any anything on any web page containing an Overture Result that blocks any portion of a user’s view of such Overture Result (including, without limitation, pop-up windows).

7. [ * ]: [ * ] For purposes of this Acknowledgment Letter, “Paid Result” means anything that responds to an Internet search query for which the review, cataloging, collection, maintenance, display, indexing, ranking, or other activity is paid regardless of the method by which that payment is counted, whether cost per click, cost per action, cost per impression, pay for placement, paid inclusion, or otherwise, excluding traditional banner advertising units and non-dynamic buttons (provided that such banners, buttons and third-party advertisements do not respond to keyword searches or queries with content related to specific keyword searches or queries). In the determination of whether a response to a query is a “Paid Result”, it does not matter whether the [ * ] directly receives payment (i.e., if an advertiser pays for a response, then such response is a Paid Result). [ * ] shall send all Search Queries to Overture.

8. No Modification/Termination: [ * ] will not terminate or modify the terms of its agreement with [ * ] without Overture’s prior written consent, which will not be unreasonably withheld; provided, however, that [ * ] may terminate or modify the terms of its agreement with [ * ] without Overture’s prior written consent in the event that Overture either terminates its agreement with Walnut or terminates the distribution of Overture Results to [ * ]. In the event that [ * ] terminates its agreement with [ * ] following a material breach of the agreement by [ * ], then, at Overture’s option, [ * ] shall enter into an agreement with Overture for Overture to provide the Overture Results, which is similar in all material respects to the agreement between Overture and Walnut.

9. Overture’s Performance: Overture’s duty for the delivery of Overture Results and for all other Overture obligations are provided for in Overture’s Agreement with Walnut (and any amendment(s) thereto).

WHEREFORE, [ * ] acknowledges and agrees to the terms and conditions set forth in this Acknowledgment Letter.

[ * ]

[Name of entity]

[Address]

[Phone/Fax]

Signature _______________________

Name __________________________

Title ___________________________

Date ___________________________

8

EXHIBIT 3D

[ * ] ACKNOWLEDGMENT LETTER

(FOR [ * ] ONLY)

1. [ * ]: The entity with which [ * ] has an agreement to receive the Overture Results is [ * ].

2. Third Party Beneficiary. [ * ] acknowledges and agrees that Overture is relying on this Acknowledgment Letter and [ * ] Agreement with Walnut (“[ * ] Agreement”) in allowing Walnut to [ * ] to the [ * ] the Overture Results for display by [ * ] and that Overture shall be entitled to enforce the terms of [ * ] agreement with Walnut as a third party beneficiary thereto.

3. Term: The term of the [ * ] Agreement with Walnut shall be for a minimum of [ * ]; provided, however, that Overture may terminate Walnut Ventures’ right to distribute the Overture Results to [ * ] at any time in accordance with the terms of Overture’s agreement with Walnut.

4. Implementation of Overture Results: “Overture Results” means those results delivered by Overture in response to a search query (either through an Internet search box or a click on a HotSpot (“HotSpots” means words and/or phrases provided by Overture for use on a specific web page that are hyperlinked to Overture Results)) conducted on [ * ] Web site by a human end user (as opposed to ‘bots, metaspiders, macro programs, Internet agents or any other automated means) (“Search Query”). [ * ] agrees to implement the Overture Results that are displayed on [ * ] Web site in accordance with Overture’s specifications for the format, presentation, display and placement, as provided by Overture from time to time and otherwise in accordance with [ * ] agreement with Walnut. The Overture Results displayed by [ * ] shall have the same look and feel as all other displayed search results, and shall include the URL, full title and description, and shall have consistent characteristics, including left and right margins, text size, color, font, heading, shading/background, spacing, blank areas, length, existence of URL, and all other aspects of “look and feel.” [ * ] agrees (a) that the [ * ] search results on all pages delivered in response to a Search Query, will be Overture Results, and (b) [ * ]. At a minimum, [ * ] complete Overture Results must appear Above the Fold. The number of Overture Results for each Search Query will be determined by Overture and [ * ] agrees to display all Overture Results together without any other content of any kind between such Overture Results. [ * ] agrees not to modify any aspect of the Overture Results (including the data contained therein), and agrees to ensure that the Overture Results appear in the order provided by Overture.

5. Searches: The Overture Results will be provided only in response to Search Queries.

6. Wrongful Acts: The only users to which [ * ] may provide Overture Results are users conducting Search Queries via [ * ] Internet search boxes or directory links. Without limiting anything contained above, [ * ] agrees not to provide Overture Results to any users or direct users to any web page containing Overture Results by means of any computer or browser functionality or by means of any web page not owned by [ * ] or explicitly approved by Overture. [ * ] shall not allow any of the following to occur: [ * ]. In addition, [ * ] shall not do any anything on any web page containing an Overture Result that blocks any portion of a user’s view of such Overture Result (including, without limitation, pop-up windows).

7. No Modification/Termination: [ * ] will not terminate or modify the terms of its agreement with [ * ] without Overture’s prior written consent, which will not be unreasonably withheld; provided, however, that [ * ] may terminate or modify the terms of its agreement with [ * ] without Overture’s prior written consent in the event that Overture either terminates its agreement with Walnut or terminates the distribution of Overture Results to [ * ]. In the event that [ * ] terminates its agreement with [ *] following a material breach of the agreement by [ * ], then, at Overture’s option, [ * ] shall enter into an agreement with Overture for Overture to provide the Overture Results, which is similar in all material respects to the agreement between Overture and Walnut.

8. Overture’s Performance: Overture’s duty for the delivery of Overture Results and for all other Overture obligations are provided for in Overture’s Agreement with Walnut (and any amendment(s) thereto).

WHEREFORE, [ * ] acknowledges and agrees to the terms and conditions set forth in this Acknowledgment Letter.

[ * ]

[Name of entity]

[Address]

[Phone/Fax]

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9

Amendment Number 2 (“Amendment #2”)

to the

Overture Search Services Order (“Agreement”)

Between

Overture Services, Inc. (“Overture”)

And

Walnut-Ventures, Inc (“Walnut”)

Effective Date of Agreement: March 1, 2003

This Amendment #2 to the above referenced Agreement, as amended by Amendment No. 1 to the Agreement, is made and entered into effective as of September 10, 2003 (“Amendment Effective Date”) by and between Overture Services, Inc., a Delaware corporation with its principal place of business at 74 North Pasadena Avenue, 3^rd Floor, Pasadena, California 91103, and Walnut Ventures, Inc., a Nevada Corporation with its principal place of business at 250 Montgomery Street; Suite 1200, San Francisco, California, 94104.

In consideration of the mutual covenants contained herein, and for such other good and valuable consideration, the sufficiency of which is acknowledged by the parties hereto, Overture and Walnut desire to amend the Agreement as follows:

1. Conflicts, Use of Terms. In the event of conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment #2, the terms and conditions of this Amendment #2 will control. All capitalized terms used but not defined herein will have the meaning assigned to them in the Agreement.

2. Modification of the Terms and Conditions of the Agreement. The Agreement is modified as follows:

a. Section 4 of the Agreement is amended as follows:

(1) The following row is added to the table as one of Affiliate’s Offerings:

YES URLs: All of the URLs [ * ] by Affiliate from which a user can conduct a Search Query, except for Excluded URLs (as defined in the Rider hereto), and the Results Pages.

(2) The second sentence following the table is deleted in its entirety and replaced with the following:

“The Hosted Pages will be hosted by Affiliate for the term of this Agreement.”

b. The following row is added to the table in Section 5 of the Agreement:

YES Other “URL Redirect” created by Affiliate – A transfer directly from all of the URLs which comprise Affiliate’s Offering to the Landing Page.

c. Section 6 of the Agreement is deleted in its entirety and replaced with the following:

Implementation of Overture Links: Overture shall provide the Overture Search Box, Contextual Links and HotSpots (as indicated), or, for Overture Links to be created by Affiliate (either the Affiliate Search Box or an Overture Link described in “Other”), Overture shall provide the software code and functionality (such as the precise URL) and, if applicable, the Overture Marks

to create those Overture Links. Affiliate and the Host shall enable all users of Affiliate’s Offering(s) to initiate search queries through the Overture Links and to access the Overture Services by creating, implementing, and maintaining the Overture Links in accordance with the specifications (including content, branding, shape, size, color, spacing and placement) provided to Affiliate by Overture from time to time, and otherwise in accordance with this Overture Services Order. [ * ] The “Landing Page” shall be a landing page containing (i) an Affiliate Search Box and (ii) HotSpots, the words and phrases of which must be approved in writing by Overture and [ * ] and (iii) such other content required or approved by Overture. Affiliate shall host the Landing Page. Affiliate shall utilize search URLs or other source feed indicators designated by Overture that enable Overture to identify the specific source of each search performed (as designated from time to time by Overture); provided that Overture shall have no obligation to pay Affiliate for any Bidded Clicks relating to searches that do not utilize such search URLs or other source feed indicators. Overture shall use commercially reasonable efforts to provide the Overture Services.

d. Section 7 of the Agreement is deleted in its entirety and replaced with the following:

Overture Results Implementation: Affiliate shall implement the Overture Results that are located on the Hosted Pages in accordance with Overture’s specifications for the format, presentation, display and placement, as provided by Overture from time to time and otherwise in accordance with this Services Order. The Overture Results displayed by Affiliate shall have the same look and feel as all other displayed search results, and shall include the URL, full title and description, and shall have consistent characteristics, including left and right margins, text size, color, font, heading, shading/background, spacing, blank areas, length, existence of URL, and all other aspects of “look and feel.” Affiliate agrees (a) that the [ * ] search results on all pages delivered in response to a Search Query will be Overture Results, and [ * ]. At a minimum, [ * ] complete Overture Results must appear Above the Fold. The number of Overture Results for each Search Query will be determined by Overture and Affiliate agrees to display all Overture Results together without any other content of any kind between such Overture Results. Affiliate shall not modify any aspect of the Overture Results (including the data contained therein), and shall ensure that the Overture Results appear in the order provided by Overture.

e. The following sentence is added after the first sentence in Section 9 of the Agreement:

“Notwithstanding the foregoing, [ * ], Affiliate [ * ] to or [ * ] so long as [ * ] the provisions of Section [ * ] of this Services Order.”

f. Paragraph 2 of the Rider to the Agreement is deleted in its entirety.

g. The Rider to the Agreement is amended to insert new paragraphs 9, 10, 11, 12, 13 and 14, which shall read as follows:

“9. Definitions: The following additional defined terms shall be added to this Services Order:

“Excluded URLs” shall mean all Overture Removed URLs and all Inappropriate URLs.

“Overture Removed URL” means any URL that Overture has informed Affiliate shall be removed from the definition of Affiliate’s Offering.

“Inappropriate URL” means a URL (defined in this paragraph to mean a uniform resource locator and any content or information available at that uniform resource locator, except the Licensed Material) [ * ]: (a) it does not have the right to use or to associate data with that URL; (b) it does not have appropriate rights to

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reproduce and distribute any of the content (other than the Licensed Materials) available at that URL; (c) the URL violates the trademark (or other related rights), copyright, trade secret, patent or other intellectual property right of any third party; (d) the URL violates any applicable law or is subject to an injunction; (e) the URL is libelous, defamatory or obscene; (f) if the content available at the URL includes software, it contains a virus, worm or other code that could be damaging or harmful to a user’s computer system or stored information; or (g) the URL is contrary to Overture’s policies [ * ].

The following serves as examples of URL content that is contrary to Overture’s policies and therefore fall within the definition of Inappropriate URLs. This includes, but is not limited to the incorrect spellings and variations of the following:

i. trademarks, company names, famous people

examples: McDonalds.com, macdnalds.com, xcerox.com, micaljordan.com

ii. words which would evoke a question of legality

examples:

a. automatic weapons or military-style assault weapons;

b. cracked or pirated software (especially words like appz, warez, cracks, crackz, hacks, hackz;

c. falsely obtained passwords (especially words like passwordz);

d. prostitution services;

e. questionable substances or words alluding to ingestion of questionable substances.

iii. defamatory, libelous, threatening language

example: racial or religious epithets, doing physical harm to people or their property

iv. vulgar or obscene language

example: f-ckyu.com

v. torture

language that would advocate or glorify torture

vi. rape

language that would advocate or glorify rape

vii. sexually explicit

language that is sexual in nature including the following:

viii. prostitution

language that would advocate the sale of prostitution services

ix. child pornography or underage sex

language that would advocate or glorify or just allude to sex with minors and child pornography

x. beastiality

language that would advocate or glorify beastiality

xi. necrophelia

language that would advocate or glorify necrophelia

xii. incest

language that would advocate or glorify incest

xiii. pedophilia

language that would advocate or glorify pedophilia

10. Inappropriate URLs: Affiliate shall ensure that Affiliate’s Offerings do not and will not include any Excluded URLs. Affiliate shall review all URLs prior to directing users who access such URLs to the Landing Page to make certain that such URLs are not Excluded URLs. Affiliate shall not direct Excluded URLs to any page that is associated with Overture, or on which the Licensed Materials or a link to the Overture Services are available. If Affiliate’s Offerings include URLs that later fit the definition of “Excluded URLs”, then, immediately [ * ] Affiliate shall (i) cease to provide the Landing Page in connection with that URL, (ii) remove any Overture Links or Licensed Materials from any web pages associated with that Excluded URL; and (iii) dissociate the Excluded URL from the Overture Services so that the URL Redirect no longer makes any Licensed Materials available when a user’s browser points to that URL.

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11. Overture Removed URLs: Overture shall have the right to require that any URL cease redirecting users to the Landing Page or to the Overture Services and all such URLs shall be Overture Removed URLs. Overture may designate an entire domain name in which all URLs under that domain must be removed and all such URLs under such domain shall be included within the definition of Overture Removed URLs. [ * ], Affiliate shall [ * ]. [ * ], Affiliate shall [ * ] by Affiliate [ * ].

12. Overture Rights: If Affiliate [ * ] to [ * ] or to [ * ], then Overture may [ * ] or [ * ] and may [ * ] provided for in this Services Order.

13. Wrongful Acts: The [ * ] users that shall be transferred to the Landing Pages or a web page containing Overture Results [ * ]. Without limiting anything contained above, Affiliate [ * ] directed to the Landing Page or to Overture Results or directed to any web page containing Overture Results [ * ] or [ * ].

14. Affiliate Warranties: Affiliate represents and warrants that it [ * ] the exclusive right to place content, advertisements, materials and services on Affiliate’s Offerings and to grant the rights to Overture granted hereunder and to perform its obligations hereunder and that no other party has any current rights to Affiliate’s Offerings, including any rights to payment for any of the actions contemplated by this Services Order. If any party that owns (or otherwise has any rights in) a URL shall make any claim against Overture, then Affiliate shall indemnify, defend and hold Overture harmless for all amounts related to such claim in accordance with Section 6 of the Terms and Conditions attached hereto.

3. No Other Modifications. Except as provided above, the terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment #2 to the Agreement to be executed by their duly authorized representatives on the date(s) set forth below.

Overture Services, Inc.		Walnut Ventures, Inc.
Signature	/s/ William Demas	Signature	/s/ Daniel O’Donnell
Name	William Demas	Name	Daniel O’Donnell
Title	SVP & GM, PBSG	Title	CEO
Date	9-12-03	Date	9/17/03

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Amendment Number 3 (“Amendment #3”)

to the

Overture Search Services Order (“Agreement”)

Between

Overture Services, Inc. (“Overture”)

And

Walnut-Ventures, Inc (“Walnut”)

Effective Date of Agreement: March 1, 2003

This Amendment #3 to the above referenced Agreement, as amended by Amendment No. 1 and Amendment No. 2 to the Agreement, is made and entered into effective as of [ * ] (“Amendment Effective Date”) by and between Overture Services, Inc., a Delaware corporation with its principal place of business at 74 North Pasadena Avenue, 3^rd Floor, Pasadena, California 91103, and Walnut Ventures, Inc., a Nevada Corporation with its principal place of business at 250 Montgomery Street; Suite 1200, San Francisco, California, 94104.

In consideration of the mutual covenants contained herein, and for such other good and valuable consideration, the sufficiency of which is acknowledged by the parties hereto, Overture and Walnut desire to amend the Agreement as follows:

1. Conflicts, Use of Terms. In the event of conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment #3, the terms and conditions of this Amendment #3 will control. All capitalized terms used but not defined herein will have the meaning assigned to them in the Agreement.

2. Modification of the Terms and Conditions of the Agreement. The Agreement is modified as follows:

a. Section 1 of the Agreement is amended to read “[ * ] from [ * ].”

b. Section 4 of the Agreement is deleted in its entirety and replaced with the following:

“The Overture Services will be offered on Affiliate’s Offering(s), which are comprised of the following:

YES	Affiliate’s Web Site(s): The pages under all of the top level domain names [ * ] by Affiliate, including but not limited to the following: [ * ] (together with all successor web pages to the foregoing).
YES	Affiliate’s Application: [ * ]
YES	[ * ]
YES	URLs: All of the URLs [ * ] by Affiliate from which a user can conduct a Search Query, except for Excluded URLs (as defined in the Rider hereto), and the Results Pages.
YES	[ * ]

The “Hosted Pages” shall include Landing Pages and those web pages generated in response to all search queries submitted via Affiliate’s Application, Affiliate’s URLs and [ * ] including, but not limited to, search box queries or address-bar queries (collectively, “Query” or “Queries”). The Hosted Pages will be hosted by Affiliate for the term of this Agreement. As of the Amendment Effective Date, [ * ]”

c. Section 5 of the Agreement is amended as follows:

(1) The box to the left of Contextual Links shall be amended to read “YES.”

(2) The last row in the table in Section 5 of the Agreement (which was added in Amendment #2) is deleted in its entirety and replaced with the following:

YES Other “URL Redirect” created by Affiliate [ * ]

d. The definition of “Landing Page” in Section 6 is deleted in its entirety and replaced with the following:

“The “Landing Page” shall be a landing page containing (i) an Affiliate Search Box, (ii) Contextual Links and/or HotSpots, the words and phrases of which must be approved in writing by Overture [ * ], and (iii) such other content required or approved by Overture.”

e. Section 10 of the Agreement is amended as follows:

(1) The first two sentences of the second paragraph in Section 10 of the Agreement are deleted in their entirety and replaced with the following:

“Overture shall pay Affiliate [ * ]% of Gross Revenue from Affiliate’s Offering(s).”

(2) A new paragraph is added at the end of Section 10 as follows:

“Overture shall pay Affiliate [ * ]”

f. New Sections 13 - 17 are added to the Agreement as follows:

“13. [ * ]. Affiliate agrees to provide Overture [ * ]. Overture shall have the right [ * ] to [ * ], which Overture [ * ]. If Overture [ * ] in accordance with [ * ], Overture shall [ * ] to [ * ], as contemplated in this Services Order. Affiliate is [ * ] for [ * ] and [ * ] with respect to [ * ]. Notwithstanding anything contained herein to the contrary, [ * ] to Affiliate by Overture [ * ], Affiliate shall, [ * ] to [ * ] if [ * ].

Affiliate [ * ] with [ * ]. These [ * ] the following [ * ]. Affiliate [ * ] to Overture [ * ] the [ * ] with the [ * ] and the [ * ], including [ * ]. In the event Affiliate [ * ] or [ * ] of the [ * ] by [ * ] and [ * ] or [ * ], Overture shall [ * ] with respect to [ * ], or, [ * ] or [ * ], to [ * ], if appropriate, if Affiliate [ * ].

14. [ * ] Implementation.

(a) Landing Pages. Once Overture [ * ] in accordance with [ * ], Affiliate [ * ] Overture [ * ]. Affiliate shall [ * ]; provided that [ * ] a part of [ * ]. In the event Overture determines [ * ] that are defined as Excluded URLs then Overture [ * ]. At any time Overture shall have the right to exclude any Excluded URLs submitted by Affiliate [ * ]. Once [ * ], upon a User [ * ], Affiliate shall cause [ * ] to a Landing Page. Overture and Affiliate [ * ]. Affiliate [ * ] a Landing Page [ * ] Overture [ * ].

(b) Results Pages. Affiliate [ * ] prior to [ * ] a Results Page [ * ]. Prior to [ * ] Results Pages [ * ], Overture shall [ * ] from Affiliate of [ * ] to notify Affiliate, in writing, regarding [ * ] Affiliate may [ * ] in lieu of a Landing Page [ * ] and which of Affiliate’s Mapping Requests have been approved. Affiliate may not [ * ]. Subject to Overture’s [ * ] as provided above, upon a User [ * ], Affiliate may [ * ] a User to a Results Page. The Results Page shall be implemented in accordance with [ * ]. At any time, Overture may, [ * ], instruct Affiliate to [ * ] to a Landing Page instead of a Results Page.

(c) Standards for [ * ] and [ * ]. Overture’s standard written policies for [ * ] and [ * ] of Overture Services [ * ] will be distributed to Affiliate prior to the Effective Date, which may be updated by Overture from time to time (the “Policies”). Affiliate acknowledges that such Policies provide for (1) [ * ] or (2) [ * ]. Such [ * ] include, but not are limited to, [ * ].

15. Non-Solicitation of [ * ].

(a) [ * ]. During [ * ] Affiliate’s [ * ], Overture shall not, and Overture shall cause its affiliates, officers, directors, employees, and subsidiaries not to, directly or indirectly, (1) [ * ] or (2) [ * ].

(b) Terminated [ * ]. For [ * ] Overture has terminated, [ * ] (1) [ * ] in accordance with the terms of this Services Order and (2) [ * ] of this Services Agreement in accordance with its terms, Overture shall not, and Overture shall cause its affiliates, officers, directors, employees, and subsidiaries not to, directly or indirectly, (i) [ * ] or (ii) [ * ].

16. [ * ] URL Reporting. As of the Amendment Effective Date, Overture shall provide Affiliate with [ * ] in order to [ * ]. At such time that Overture [ * ] then [ * ], Overture shall provide to Affiliate [ * ]. Notwithstanding any confidentiality obligations in this Services Order, such reports may be disclosed to [ * ] who request such reporting information.

17. [ * ] Technology. Affiliate may use a [ * ] for matching relevant keywords used to create any HotSpots or Contextual Links that are located on a Landing Page or Results Page (“[ * ] Technology”). At any time during the Term, Overture [ * ] require that Affiliate to use [ * ] Technology.”

g. The definition of Inappropriate URL in Paragraph 9 of the Rider to the Agreement is amended to insert a new subsection (h) as follows:

“(h) [ * ] was at one time operated as an adult Web site”

h. The [ * ] set forth in subsection (a) of Section 1.6 of the Terms and Conditions shall be deleted in its entirety and replaced with [ * ].

i. The last sentence of Section 3.2 of the Terms and Conditions of the Agreement is deleted in its entirety and replaced with the following:

“If Affiliate violates any provision of this Section, then Overture may terminate this Services Order if Affiliate [ * ].”

j. The last sentence of Section 6.3 shall be deleted in its entirety and replaced with the following:

“IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF THIS SERVICES ORDER EXCEED [ * ].”

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k. The second to last sentence of Section 7.2 of the Terms and Conditions of the Agreement is deleted in its entirety and replaced with the following:

“Overture may terminate this Services Order without incurring liability to Affiliate upon the occurrence of Change of Control involving Affiliate [ * ] (i) [ * ] or (ii) [ * ]. For a Change of Control involving Affiliate [ * ], Overture shall [ * ], which [ * ]; provided that [ * ].”

In addition, a conditional assignment to obtain financing [ * ] under [ * ] Section [ * ] of the Terms and Conditions of the Agreement.

l. Section 7.3 of the Terms and Conditions of the Agreement is amended to insert the following sentence at the end of the paragraph.

“In the event Overture exercises a termination right pursuant to this Services Order, Overture shall not incur further liability to Affiliate, except for undisputed payments then due under this Services Order.”

m. Section 8.10 of the Terms and Conditions of the Agreements is amended to insert the following sentence at the end of the paragraph.

“During the Term, such changes [ * ] to Affiliate (other than pursuant to [ * ], including [ * ], or [ * ] this Services Order, [ * ] this Services Order) while [ * ] as Affiliate.”

n. In the event Affiliate [ * ], and Affiliate wishes to [ * ], Affiliate shall provide written notice to Overture [ * ], including [ * ] and other relevant information. Overture shall [ * ] Affiliate with notice of [ * ]; provided that Overture’s [ * ].

o. Yahoo Branding. Affiliate agrees to use Yahoo branding on the Affiliate’s Offering if it is available, approved by Yahoo and subject to Yahoo’s usage guidelines.

3. No Other Modifications. Except as provided above, the terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment #3 to the Agreement to be executed by their duly authorized representatives on the date(s) set forth below.

Overture Services, Inc.		Walnut Ventures, Inc.
Signature	/s/ William Demas	Signature	/s/ Daniel O’Donnell
Name	William Demas	Name	Daniel O’Donnell
Title	SVP & GM, PBSG	Title	CEO
Date	3-23-04	Date	3-24-04

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EX-10.15

Exhibit 10.15

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

ASK JEEVES AVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENT

This ADVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENT (the “Agreement”), effective as of May 24, 2004 (the “Effective Date”), is made by and between Ask Jeeves, Inc. (“Ask Jeeves”) and La Jolla Internet Properties, Inc (“Customer”).

WHEREAS, Ask Jeeves is the owner and or licensee of certain Advertising Services (defined below) and Search Services (defined below); and

WHEREAS, Customer desires to implement such Advertising Services on the Sites(s) as defined below.

NOW THEREFORE, Ask Jeeves and Customer agree as follows:

1. Definitions

1.1 “Ask Jeeves Services” means the Advertising Services and the Search Services provided by Ask Jeeves as set forth in Exhibit A attached hereto, as such Exhibit may be updated in writing by the parties from time to time.

1.2 “Advertising Services” means the Ask Jeeves advertising programs as set forth and selected in Exhibit A attached hereto, as such Exhibit may be updated by the parties from time to time.

1.3 “Banner Advertising” means the Ask Jeeves program by which Ask Jeeves serves 468x 60 banner and/or the 120 x 600 tower advertising, as such program may be updated by Ask Jeeves from time to time.

1.4 “Branded Response” means the Ask Jeeves program by which Ask Jeeves serves 540x130 pixel ads which prominently feature content about an advertiser within a response to an End User query that: (a) includes title, description, advertiser URL, and linking mechanism; and (b) may include a graphic or picture. Such program may be updated by Ask Jeeves from time to time.

1.5 “Customer Software” means any Downloadable App (as defined in Section 2.10 below) owned or distributed by Customer that includes a search box or link from which End Users can enter search queries or other search functionality.

1.6 “End User” means the user of the Site(s).

1.7 “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights.

1.8 “Other Advertising” means other Ask Jeeves programs included as Advertising Services hereunder.

1.9 “Premier Listing” means the Ask Jeeves program by which Ask Jeeves serves a compensated advertising listing that is generated in response to an End User query that is: (a) is text based; and (b) includes title, description, advertiser URL (defined below) and linking mechanism. Such program may be updated by Ask Jeeves from time to time.

1.10 “Query” means an Internet wide search query conducted by an End User.

1.11 “Reply Page” means a web page returned in response to a Query.

1.12 “Search Services” means the search services as set forth and selected in Exhibit A attached hereto, as such Exhibit may be updated by the parties from time to time.

1.13 “Site(s)” means the following top level URL, which is owned and operated by Customer (together with other URL or subdomain underneath such top level URL): [ * ], in addition to any other top level URL owned and operated by Customer (together with any other URL or subdomain underneath such top level URL) that Ask Jeeves approves in accordance with Section 2.7 below and all reply pages displayed in response to a Query from any Customer Downloadable App.

1.14 “Sponsored Links” means the Ask Jeeves program by which Ask Jeeves serves a compensated advertising listing that (a) is text based; and (b) includes title, description, advertiser URL (defined below) and linking mechanism and is sublicensed by Ask Jeeves to Customer pursuant to Ask Jeeves’ agreement with its third party supplier(s). Such program may be updated by Ask Jeeves from time to time.

1.15 “Term” shall have the meaning set forth in Section 8.

1.16 “Teoma Search” means the Ask Jeeves search service whereby Ask Jeeves employs its proprietary Teoma technology to return web results based on an End User web search Query, as such service may be updated by Ask Jeeves from time to time.

1.17 “Trademark(s)” means the Ask Jeeves trade name, trademarks, logos or service marks listed on Exhibit C as updated by Ask Jeeves from time to time.

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1.18 “URL” means a uniform resource locator for documents or other resources on the Internet.

2. Advertising Service

Customer shall transmit each Query from the Site(s) to Ask Jeeves requesting Advertising Services, and Customer shall display any and all Advertising Services returned by Ask Jeeves in response to such Query. For each Query received by Ask Jeeves from Customer, Ask Jeeves or a third party ad serving company shall process such Query using its proprietary technology and transmit the Advertising Services to the Site in XML format via HTTP protocol or other means as the parties may agree upon from time to time.

2.1 [*] Ask Jeeves shall be [ * ] owned or operated by Customer or its subsidiaries. Without limiting the generality of the foregoing, and for the avoidance of doubt, Customer shall not [ * ] during the Term of this Agreement. Notwithstanding the foregoing, Customer may [ * ] in the following three instances:

(i) [ * ];

(ii) [ * ]; or

(iii) [ * ]

2.2 Implementation. As soon as reasonably possible after the Effective Date, Customer shall implement software code on the Site(s) and in any Customer Software using the Advertising Services tags provided by Ask Jeeves or a third party ad serving company designated by Ask Jeeves to enable Customer to transmit Queries to Ask Jeeves or its third party ad serving company and to enable Ask Jeeves or a third party ad serving company to serve the Advertising Services to the Site(s). Customer agrees to maintain and update such Advertising Services tags as modified from time to time by Ask Jeeves.

2.3 Display. Customer will fully display the Advertising Services in the format, location, size font, color, order, and manner as determined by Ask Jeeves.

Customer shall abide by any and all other requirements set forth by Ask Jeeves.

2.4 Restrictions. Customer shall not: (1) alter or modify the content or format of the Advertising Services submitted to the Site, or the Advertising Services tags; (2) edit, rewrite, modify or filter any Queries individually or in the aggregate; (3) encourage or require End Users, either with or without their knowledge, to click on any advertisement or listing by offering incentives or any means that are manipulative, deceptive, malicious, or fraudulent; (4) display to End Users any pricing related to any Advertising Services; (5) reorder the Sponsored Links; (6) redirect any End User away from any results page or web page accessed by an End User after clicking on any part of the Advertising Service; (7) display graphical or text advertisements in any form (including but not limited to pop-up or pop-under windows, expanding buttons and animation) that block or otherwise inhibit the complete display of any component of the Advertising Services to End Users; (8) transmit Queries to Ask Jeeves through or from any Downloadable App that violates Section 2.9 hereof; (9) distribute, syndicate, sub-syndicate, modify, resell, rent, loan or lease the Advertising Services; (10) display the Advertising Services on any page that is co-branded with any other party; (11) frame any results page or the page of any advertiser accessed by an End User clicking on the Advertising Services; (12) generate Queries or clicks on any Reply Page, directly or indirectly, through any automated means, or engage in any form of click or query spam or fraudulent click or Query generation; (13) provide a version of an advertiser’s web page that is different from the page an End User would access by going directly to an advertiser’s page; (14) display result sets to any third party other than End Users; (15) crawl, index or in any non-transitory manner store or cache information obtained from the Ask Jeeves Services; or (16) use the Advertising Service in association with any material that is pornographic, obscene, illegal, defamatory, or violent or in any publication or on any web page or site which contains this type of material.

2.5 Advertising Services License. Subject to Customer’s compliance with the terms of this Agreement, Ask Jeeves grants to Customer a non-exclusive and nonsublicensable license during the Term to: (a) use the Advertising Services solely for the purpose of communicating information between the Site(s) and Ask Jeeves; and (b) display the results of the Advertising Services for the purpose of fulfilling its obligations under the Agreement.

2.6 No Guarantee. The advertising will be sold at Ask Jeeves’ sole discretion, including without limitation, the Advertising Services rates, targeting and delivery of Advertising Services to the Site. Ask Jeeves makes no covenant, warranty, or guarantee to Customer regarding the quantity or the value of the revenue share to be paid to Customer from such Advertising Services.

2.7 Additional Sites. In the event that Customer desires to add advertising or compensated content to any other URL that Customer owns or operates, then it must give to Ask Jeeves fourteen (14) days prior written notice of such desire, and Ask Jeeves shall have the option to including such URL (and all sub-URL’s) to the list of URLs set forth in the definition of Site above by notifying Customer of such decision.

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Ask Jeeves reserves the right, at its option and in its sole discretion, to reject any proposed Sites. In addition, Ask Jeeves reserves the right to discontinue delivering any or all Advertising Services to any or all Site(s) (including, without limitation, any Downloadable App).

Notwithstanding the foregoing, Customer may [ * ] in the following three instances:

(i) [ * ];

(ii) [ * ]; or

(iii) [ * ].

2.8 Customer shall conspicuously label all advertising units in the Advertising Services displayed on the Site(s) as “Sponsored Links” or other similar designation as approved by Ask Jeeves.

2.9 Downloadable Applications. Thirty (30) days prior to Customer’s proposed use of any Downloadable App (defined below) in conjunction with Ask Jeeves Services, Customer shall provide Ask Jeeves with a mock-up of what such Downloadable App looks like and a written explanation of how it works, and how it will be distributed. Ask Jeeves must pre-approve in writing all Downloadable Apps prior to Customer’s use. If Customer accesses, launches or activates the Ask Jeeves Services directly or indirectly from any desktop search application or other downloadable, Internet accessible or other application, or plug-in, helper, component or other executable code (a “Downloadable App”), Customer shall comply with and shall ensure that any authorized distributor of a Downloadable App comply with the following guidelines with respect to any such Downloadable App, and any application with which such Downloadable App is distributed in a bundling arrangement (“Downloadable App Guidelines”):

(i) Prior to End User’s download of the Downloadable App, [ * ],

(ii) each End User that downloads a Downloadable App shall agree [ * ];

(iii) Customer shall not display any [ * ];

(iv) such Downloadable App shall [ * ];

(v) such Downloadable App shall [ * ];

(vi) such Downloadable App shall [ * ];

(vii) such Downloadable App shall [ * ];

(viii) such Downloadable App shall [ * ].

2.10. Update to Restrictions. Ask Jeeves may update the restrictions and guidelines set forth in Sections 2 and 5 and 9 upon written notice to Customer at any time and may terminate the provision of Sponsored Links at any time for any or no reason.

2.11 Co-Branding. Upon Ask Jeeves’ notification, at Ask Jeeves sole discretion, Customer shall co-brand the Site(s) with trademarks and logos provided by Ask Jeeves in the manner specified by Ask Jeeves. Any such use shall be pursuant to Section 7. For the avoidance of doubt, Customer may not use the Ask Jeeves name, trademarks or logos, or the name, trademark, or logo of its third party advertising supplier without the prior written consent of Ask Jeeves.

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3. Search Services

Customer shall transmit each Query from the Site(s) to Ask Jeeves requesting Search Services and Customer shall display any Search Services returned by Ask Jeeves in response to such Query. Ask Jeeves shall provide Search Services to Customer in XML format via HTTP protocol or other means as the parties may agree upon from time to time.

3.1. [ * ]. [ * ] Except where it conflicts with the language in Section 2.1, 2.7. and 3.7 of this Agreement [ * ].

3.2 Implementation of Technical Specifications. As soon as reasonably possible after the Effective Date, Customer shall implement Ask Jeeves’ software code to the Site(s) so as to enable Customer to transmit Queries from the Site(s) to Ask Jeeves and for Ask Jeeves to respond with Search Services to the Site(s). The Search Services shall only be available to Customer provided that Customer complies in full with the following: (a) Customer shall correctly implement the Ask Jeeves’ technical specifications concerning correct use of XML protocol arguments and correct handling of optional or new result fields set forth by Ask Jeeves; (b) Customer’s DNS client implementation shall correctly observe the DNS TTL values returned by Ask Jeeves’ DNS servers, i.e., if Customer’s DNS client does not cache values beyond the TTL time; and (c) Customer shall send Queries to the host name provided to Customer by Ask Jeeves and Customer’s client implementation shall repeat the DNS lookups at least every five (5) seconds in order to pick up any changes.

3.3 User Interface. Subject to the requirements set forth in this Agreement, Customer will determine the layout and user interface for the Site(s) and will have responsibility for the content and layout of the Site(s). Customer shall, at the point where Teoma Search results begin on the Reply Page, attribute the search results from the Search Services with the Ask Jeeves logo and text as provided by Ask Jeeves (that may be updated by Ask Jeeves from time to time) and such attribution shall be above the fold as shown in Exhibit D hereto.

3.4 Data Collection. Customer will enable Ask Jeeves to collect data from it continuously, including but not limited to the Queries entered, the URLs selected, and time stamps, on all searches using the Search Services (collectively, the “User Data”). Customer acknowledges the importance of this data to the functioning of the Search Services and agrees that if Customer ceases to provide the User Data, Ask Jeeves may immediately suspend providing the Search Services.

3.5 Restrictions. Customer shall not: (1) alter or modify the content or format of the Search Services submitted to the Site; (2) edit, rewrite, modify or filter any Queries individually or in the aggregate; (3) encourage or require End Users, either with or without their knowledge, to click on any advertisement or listing by offering incentives or any means that are manipulative, deceptive, malicious, or fraudulent; (4) reorder the web results; (5) redirect any End User away from any results page or web page accessed by an End User after clicking on a search result; (6) transmit Queries to Ask Jeeves through or from any Downloadable App that violates Section 2.9 hereof; (7) distribute, syndicate, sub-syndicate, modify, resell, rent, loan or lease the Search Services; (8) display the Search Services on any page that is co-branded with any other party; (9) generate Queries or clicks on any Reply Page, directly or indirectly, through any automated means, or engage in any form of click or query spam or fraudulent click or Query generation; (10) provide a version of any web page that is different from the page an End User would access by going directly to the URL provided in the results set; (11) display result sets to any third party other than End Users; (12) crawl, index or in any non-transitory manner store or cache information obtained from the Search Services; or (13) use the Search Service in association with any material that is pornographic, obscene, illegal, defamatory, or violent or in any publication or on any web page or site which contains this type of material.

3.6 Search Services License. Subject to Customer’s compliance with the terms of this Agreement, Ask Jeeves grants to Customer a non-exclusive and nonsublicensable license during the Term to: (a) use the Search Services solely for the purpose of communicating information between the Site(s) and Ask Jeeves; and (b) display the results of the Search Services for the purpose of fulfilling its obligations under the Agreement.

3.7 Additional Sites. In the event that Customer desires to add Search Services to any other URL that Customer owns or operates, then it must give to Ask Jeeves fourteen (14) days prior written notice of such desire, and Ask Jeeves shall have the option to including such URL (and all sub-URL’s) to the list of URLs set forth in the definition of Site above by notifying Customer of such decision.

Ask Jeeves reserves the right, at its option and in its sole discretion, to reject any proposed URLs.

Ask Jeeves reserves the right, at its option and in its sole discretion, to reject any of the proposed Site(s) and to discontinue delivering Search Services to the Site(s) for any reason.

Notwithstanding the foregoing, Customer may [ * ] in the following three instances:

(i) [ * ];

(ii) [ * ]; or

(iii) [ * ].

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4. Non-Exclusivity

Customer acknowledges and agrees that the rights granted to it under this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit Ask Jeeves from participating in similar business arrangements as those described herein with any other company.

5. Ownership

5.1 Customer or its licensors own all Intellectual Property Rights in and to any editorial, text, graphic, audiovisual, and other content that is served to End Users of the Site(s) and that is not provided by Ask Jeeves or Ask Jeeves’ third party Advertising Services providers. Ask Jeeves shall not acquire any right, title or interest in or to such Customer content, except as provided herein.

5.2 Ask Jeeves shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to the Ask Jeeves Services and any derivative works or enhancements thereof, including but not limited to, all software, technology, materials, guidelines, and documentation, and the results served. Customer shall not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in this Agreement. Ask Jeeves may incorporate the User Data into its database, and Ask Jeeves will own this data, once processed, and Ask Jeeves shall own any and all information and data it receives. Ask Jeeves grants no implied license to its intellectual property (including patents), and all rights not expressly granted in this Agreement are reserved by Ask Jeeves.

5.3 Customer shall not, and shall not allow any third party to: (a) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, from the Ask Jeeves Services, or any other Ask Jeeves technology or that of its third party suppliers; (b) remove, obscure, or alter Ask Jeeves’ copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Ask Jeeves Services; (c) crawl, index or in any non-transitory manner store or cache information obtained from the Ask Jeeves Services; (d) transfer, sell, lease, lend, disclose, or use for any other unauthorized purposes any of the Ask Jeeves Services or access thereto; or (e) directly or indirectly access the Ask Jeeves Services through a spyware or scumware application or any other application that is downloaded without the End User’s consent or does not otherwise comply with Section 2.9.

5.4 None of the Ask Jeeves Services, or any other items delivered to Customer by Ask Jeeves violate, misappropriate or infringe any Intellectual Property Right, data or privacy right or other right of any person or entity, or constitute legally obscene or indecent materials or a libel or defamation.

5.5 All rights not expressly granted in this Agreement are reserved.

6. Payment and Records

Ask Jeeves and Customer agree to the payment terms set forth in Exhibit B attached hereto, and shall follow the payment procedure set forth in Exhibit B attached hereto.

7. Trademark

7.1 Ask Jeeves Approval. Prior to Customer’s use of the Trademarks as permitted hereunder, Customer will submit to Ask Jeeves a proof showing the use of the Trademark. Ask Jeeves shall have the right to approve the use and quality of reproduction. Customer shall comply with Ask Jeeves’ requests for changes to the Trademark use. For the avoidance of doubt, Ask Jeeves grants no license to use or display any trademark or trade name of its third party Sponsored Link supplier and Customer agrees not to use any such trademark or trade name.

7.2 Customer Use. After Ask Jeeves approves a use of the Trademarks under the above subsection, Customer may use the Trademarks in the approved manner while this Agreement is in effect. Customer must obtain Ask Jeeves’ prior written approval for any change in use of the Trademarks.

7.3 Restrictions. Customer agrees it will not use the Trademarks as follows: (a) in association with any material that is pornographic, obscene, illegal, defamatory, violent, or otherwise objectionable (including without limitation using the Trademarks on or near any advertisements which contains this type of material or use of the Trademarks in any publication or web page or site which contains this type of material); or (b) in any manner which reflects poorly on or may damage the goodwill associated with or reputation of Ask Jeeves, the Trademarks, or Ask Jeeves’ products or services. Furthermore, Customer shall not use any button with the word “ask” or any character that is a butler or may be confused with a butler (e.g., a maid, chauffeur, etc.) or looks like Ask Jeeves’ “Jeeves” character, on any Customer web site. Customer agrees that it will not use any character that uses the word “Ask” (e.g. “Ask Phil”).

7.4 Ask Jeeves Trademark License. Subject to Customer’s compliance with the terms of this Agreement, Ask Jeeves grants Customer a limited, non-exclusive, non-transferable right to use the Trademarks as described herein.

7.5 Ownership. Ask Jeeves owns, and will retain ownership of, all Trademarks and no ownership interest is transferred by this Agreement or otherwise. All goodwill in and to the Trademarks shall inure to Ask Jeeves’ benefit.

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7.6 Customer’s Trademark License. Customer grants to Ask Jeeves a non-exclusive and non-sublicensable license during the Term to include Customer’s name and logo in presentations, marketing materials, customer lists, and web site listings of Ask Jeeves’ customers.

7.7 Except as set forth in this Section, nothing in the Agreement shall be deemed to grant to one party any right, title or interest in or to the other party’s trademarks or brand features. Any use of the other party’s trademarks or brand features shall inure to the benefit of the owner, including any goodwill associated therewith. At no time shall one party challenge or assist others in challenging the trademarks or brand features of the other party or the registration thereof by the other party, nor shall either party attempt to register any trademark, brand feature, or domain name that is confusingly similar to those of the other party.

8. Term

8.1 This Agreement will commence upon the Effective Date and continue for [*] until [*] (the “Anniversary Date”). This Agreement will automatically renew for additional (1) one-year terms on each anniversary of the Anniversary Date unless either party notifies the other at least thirty (30) days prior to such Anniversary Date that it is terminating this Agreement.

8.2 Material Breach. This Agreement may be terminated if either party (a) fails to cure any material breach of this Agreement within ten (10) days after such breach is conveyed in reasonable detail in writing to the other party or (b) (i) where either party goes into voluntary or involuntary liquidation; (ii) where either party is declared insolvent either in bankruptcy proceedings or other legal proceedings; (iii) where an agreement with creditors has been reached by either party due to its failure or inability to pay its debts as they fall due; or (iv) where a receiver is appointed over the whole or part of either party’s business.

8.3 Immediate Termination for Certain Breaches. Ask Jeeves may suspend indefinitely the provision of the Services and/or terminate the Agreement immediately upon written notice any time if Customer: i) attempts to modify, reverse engineer, adapt, translate, prepare derivative works from, decompile, disassemble or otherwise attempts to derive source code from any of the Ask Jeeves Services or other intellectual property owned by Ask Jeeves or by its third party partners, ii) otherwise breaches the intellectual property rights of Ask Jeeves or its third party suppliers, iii) breaches the confidentiality provisions of Section 9, iv) breaches the restrictions set forth in Sections 2.4(12), 2.4(16), 2.4(15) or 5.3; or v) acts or fails to act and such actions or inactions negatively impact Ask Jeeves or its third party Sponsored Link provider, as determined in Ask Jeeves sole discretion. In addition, Ask Jeeves may terminate the provision of the Sponsored Links in the event it is no longer licensed to distribute such Sponsored Links.

8.4 Termination for Convenience. Ask Jeeves may terminate this Agreement for any or no reason upon thirty (30) days written notice to Customer.

9. Confidentiality

9.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information of a confidential nature including, without limitation, know-how, formulas, processes, ideas, inventions, schematics, pricing and other technical, business, financial and product development plans, forecasts, strategies and information (“Confidential Information”).

9.2 Disclosure and Use. The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential Information in confidence and to take all necessary precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived there from to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Confidential Information except as authorized under this Agreement, and (iv) not to remove or export any such Confidential Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential Information to the Receiving Party’s employees, attorneys and independent contractors under an obligation of confidentiality and restricted use who need to know such Confidential Information for the purposes authorized under this Agreement. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to its own Confidential Information, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of five (5) years from the date of disclosure of the Confidential Information, except in the case of source code, in which case the foregoing obligations shall be perpetual. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving

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Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party without restriction, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without use of such Confidential Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party is given prompt notice of such requirement and the scope of such disclosure is limited to the extent possible, or (vi) is required to be disclosed by a court order, provided the Disclosing Party is given prompt notice of such order and provided the opportunity to contest it.

9.3 Return of Confidential Information. Upon any termination or expiration of this Agreement each party will destroy, or return to the other party, all tangible copies of the other party’s Confidential Information and erase all copies in electronic form.

9.4 Confidentiality of Agreement. Each party agrees that the existence of this Agreement and the terms of this Agreement shall be deemed Confidential Information of the other party, provided that in addition to the permitted disclosures under section 9.2, either party may disclose the terms of this Agreement (i) if required to do so by law or generally accepted accounting principles, (ii) as required to assert its rights hereunder, and (iii) to its own directors, employees, attorneys, accountants, and other advisors on a “need to know” basis and under an obligation of confidentiality no less stringent than set forth herein. Each party agrees that the Disclosing Party will be given prompt notice of any disclosure made pursuant to clause (i) or (ii) above, and that any such disclosure shall be limited to the extent possible.

10. Limited Warranty and Disclaimer

THE ASK JEEVES SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND ASK JEEVES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ASK JEEVES DOES NOT WARRANT THAT THE ASK JEEVES SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER REPRESENTS AND WARRANTS THAT IT OWNS ALL RIGHTS AND INTEREST IN THE SITE.

11. Limitation of Liability

NEITHER PARTY NOR ITS’ THIRD PARTY SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL EITHER PARTYS’ LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT EXCEED PAYMENTS MADE BY EITHER ASK JEEVES OR CUSTOMER TO THE OTHER UNDER THIS AGREEMENT WITHIN THE TWELVE MONTHS PRECEDING SUCH CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

12. Indemnification

12.1 Ask Jeeves agrees to indemnify and defend Customer against any third party claims, demands, liability, or costs arising from infringement or misappropriation of any U.S. intellectual property rights, copyright or trademark by the Advertising Services, excluding third party advertising content. The foregoing indemnification shall not apply to (a) Advertising Services that has been altered, modified, or tampered with after delivery of the Advertising Services to the Site to the extent such claim is caused by such alteration, modification or tampering; and (b) Advertising Services which Ask Jeeves has previously identified as illegal, and for which Ask Jeeves has made commercially reasonable efforts to remove from the Advertising Services service. Customer agrees to defend at its own cost all amounts finally awarded against Ask Jeeves as a result of any third party claims arising from infringement or misappropriation of any intellectual property rights, U.S. copyright or trademark by (i) Customer’s altering of the Advertising Services; (ii) Customer’s use of Advertising Services outside of the scope of this Agreement; or (iii) any aspect of the Customer’s Site (excluding Advertising Services).

12.2 The foregoing indemnification obligations shall only exist if the party seeking to be indemnified (1) promptly notifies the indemnifying party of any claim, (2) provides the indemnifying party with reasonable assistance, information and cooperation in defending the claim, and (3) give the indemnifying party full control and sole authority over the defense and settlement of such claim.

12.3 The indemnity in Section 12.1 sets forth the indemnifying party’s sole and exclusive obligation, and the indemnified party’s sole and exclusive remedy, for any claims of intellectual property infringement.

13. Publicity

Customer shall not make any public statement regarding this Agreement or the transactions contemplated hereby without Ask Jeeves’ prior written approval.

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14. Miscellaneous

14.1 Independent Contractors. Each party is an independent contractor of the other and neither is an employee, agent, partner or joint venturer of the other.

14.2 Assignment. This Agreement is assignable with the prior written approval of Ask Jeeves.

14.3 Notice. Any notice or other communication required or permitted to be given hereunder shall be given in writing and delivered in person, mailed via confirmed facsimile, or delivered by recognized courier service, properly addressed and stamped with the required postage, to the individual signing this Agreement on behalf of the applicable party at its address specified in the opening paragraph of the agreement and shall be deemed effective upon receipt. Either party may from time to time change the individual to receive notices or its address by giving the other party notice of the change in accordance with this section.

A copy of any notice sent to Ask Jeeves shall also be sent via overnight delivery service to the following address within 24 hours:

Ask Jeeves, Inc.

5858 Horton Street, Suite 350

Emeryville, CA 94608

Fax: 510-985-7507

Attention: General Counsel

A copy of any notice sent to Customer shall also be sent via overnight delivery service to the following address within 24 hours:

La Jolla Internet Properties

7660 Fay Ave, Suite H301

La Jolla, CA 92037

Fax: (    )

Attention:

14.4 Governing Law and Venue. This Agreement will be deemed to have been made in, and will be construed pursuant to, the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement will be commenced in a federal court in the Northern District of California or in state court in Alameda County, California, and each party irrevocably submits to the jurisdiction and venue of these courts. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.

14.5 Remedies and Injunctive Relief. Each party agrees that, in addition to any other remedies to which the other party may be legally entitled, such party shall have the right to seek immediate injunctive relief in the event of a breach of such sections by the other party or any of its officers, employees, consultants or other agents.

14.6 Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.7 Headings and Presumptions. The headings contained in this Agreement are for reference and explanatory purposes only and will not affect in any way the meaning or interpretation of this Agreement. As this Agreement is a negotiated agreement, there will be no presumption against any party on the ground that such party was responsible for preparing this Agreement or any part of it.

14.8 Complete Agreement, Waiver, and Modification. The parties agree that this Agreement and the attached exhibits, which are incorporated into this Agreement by this reference, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement, including without limitation the Advertising Services and Search Syndication Agreement dated December 2, 2003 between the parties hereto. No waiver, modification or amendment of any provision of this Agreement will be binding against that party unless it is in writing and signed by a duly authorized representative of Customer and Ask Jeeves. No such waiver of a breach hereof will be deemed to constitute a waiver of any other breach, whether of a similar or dissimilar nature.

14.9 Customer represents and warrants that it does not have and has not had a business relationship with Google, Inc. or any of its affiliates as of the date of this Agreement. Customer also represents and warrants that entering into this Agreement shall not conflict with any of its other agreements.

14.11 Survival. Sections 5, 7.5, 9 through 11, 12 and 14 shall survive termination of the Agreement.

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NOW, THEREFORE, the parties hereto have executed this Agreement as of the Effective Date first written above.

LA JOLLA INTERNET PROPERTIES (“Customer”)	ASK JEEVES, INC. (“Ask Jeeves”)
7660 Fay Avenue, Suite 301 Address	5858 Horton Street, Suite 350 Emeryville, California 94608
La Jolla, CA 92037
Address
/s/ Robert Doolittle	/s/ Scott Bauer
Signature	Signature
Robert Doolittle
Print Name	Print Name
President
Title	Title
May 25, 2004
Date	Date

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Exhibit A

Ask Jeeves Services

An “X” indicates that the service(s) is included within this Agreement.

Advertising Services

[*]

[*]

[*]

[*]

[*]

Search Services

[*]

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Exhibit B

Payment Terms

A. Advertising Services:

1. Revenue Share. Ask Jeeves shall pay Customer the following [*]

2. Payments. Ask Jeeves will remit revenue share payments to Customer within [ * ] days after the end of the calendar month in which Ask Jeeves received the gross revenue.

3. Payment Threshold. To reduce administrative costs, the parties agree that Ask Jeeves shall not be required to make payment to Customer until such time that the amount owed to Customer equals or exceeds $[ * ].

4. Report. Ask Jeeves agrees to provide Customer with a monthly report with reasonable estimates detailing gross revenue shares received and amounts owed to Customer for the previous month. Ask Jeeves shall not be obligated to remit payment for amounts owed to Customer based upon Advertising Services delivered as the result of automated queries, or search or click fraud, which shall be determined by Ask Jeeves.

5. Payment Upon Termination. Upon any termination or expiration, (a) Ask Jeeves shall pay Customer all amounts due prior to such termination under this Section within forty-five (45) days after such termination, unless the Agreement is terminated upon an uncured breach by Customer.

B. Search Services:

1. Fees. Customer will pay Ask Jeeves $[ * ] for every [ * ] completed (i.e., not including timed-out) Queries.

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Exhibit C

Trademarks

Ask Jeeves shall provide to Customer upon invoking co-branding per Section 2.11.

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FIRST AMENDMENT TO ADVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENT

This amendment (“Amendment”), dated [ * ] (“Amendment Effective Date”), revises the ADVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENT (the “Agreement”), dated May 24, 2004, by and between Ask Jeeves, Inc. (“Ask Jeeves”) and La Jolla Internet Properties, Inc. (“Customer”). All capitalized terms used but not defined in this Amendment, shall have the same meaning as such capitalized terms in the Agreement:

1. The following is added to the end of Section 1.13:

“Site” shall also include any successor site to [ * ]and any other web site to which Customer directs the search traffic that it directs to [ * ] from time to time during the Term.”

2. The following is added as a new Section 1.18:

“1.18 “Spam Queries or Clicks” means those queries or clicks with respect to which: (a) Ask Jeeves determines to be fraudulent or automated; (b) Ask Jeeves does not receive payment from an advertiser or third party provider because such queries or clicks are determined to be fraudulent or automated or (c) Ask Jeeves is required to provide a refund or credit to an advertiser or third- party provider following receipt of payment from such advertiser or third party provider due to the determination that the queries or clicks for which Ask Jeeves has received payment are fraudulent or automated.”

3. The first sentence of Section 8.1 is hereby deleted and replaced with the following:

“This Agreement will commence on [ * ] and continue until [ * ] (the “Anniversary Date”).”

4. Section 8.4 of the Agreement is hereby deleted.

5. Section 8.3, subsection iv) is hereby deleted and replaced with the following:

“iv) breaches the restrictions set forth in Sections 2.4(12), 2.4(15), 2.4(16), 2.9 or 5.3;”

6. Section 8.3(v) is hereby deleted and replaced by the following:

“or v) acts or fails to act and such actions or inactions negatively impact Ask Jeeves or its third party Sponsored Link provider, as determined in Ask Jeeves sole discretion, which shall be reasonable.”

7 The following paragraph is added to the end of Section 2.1 [ * ]:

“Customer: a) may display [ * ] for those queries where [ * ] and b) may display [ * ] or to the [ * ], so long as such [ * ] does not include [ * ] provided that the [ * ] described in clauses a) and b) above shall not x) promote [ * ] or y) include [ * ]. In addition, Customer may implement [ * ] which use [ * ] of [ * ]; provided that, except for the ability to include such [ * ] in such [ * ], the [ * ] provisions of this Section 2.1 shall apply to such [ * ].”

8 The provision of Sections 2.1, 2.7 and 3.7 of the Agreement that currently reads as follows:

“Notwithstanding the foregoing, Customer may [ * ] in the following three instances:

(i) [ * ];

(ii) [ * ]; or

(iii) [ * ].”

is hereby deleted and replaced in Sections 2.1, 2.7 and 3.7 with the following:

“Notwithstanding the foregoing, Customer may [ * ] in the following three instances:

(i) [ * ];

(ii) [ * ]; or

(iii) [ * ];

provided that Customer shall only [ * ] with respect to the [ * ].”

9. The final sentence of the first paragraph and subsections (i) through (viii) of Section 2.9 are hereby deleted and replaced with the following:

“If Customer accesses, launches or activates the Ask Jeeves Services directly or indirectly from any desktop search application or other downloadable Internet accessible or other application, or plug-in, helper, component or other executable code (a “Downloadable App” or “Customer Application”), Customer shall comply with and shall ensure that any authorized distributor of a Downloadable App complies with the Guidelines attached hereto as Exhibit A to this Amendment No. 1 with respect to any such Downloadable App, and any application with which such Downloadable App is distributed in a bundling arrangement.”

10. Section A. 1 of Exhibit B is hereby deleted and replaced with the following:

“1. Revenue Share. Each month during the Term, Ask Jeeves shall pay Customer the following [ * ] delivered during such month:

[ * ]

11. Commencing after [ * ] and unless otherwise agreed by the parties, Customer will make all reasonable efforts to provide Ask Jeeves with thirty (30) days advance written notice of any increase or decrease in Query volume of more than twenty percent (20%).

12. Upon execution of this Amendment, the parties shall attach this Amendment to the current Agreement. The Amendment shall be effective as of the Amendment Effective Date.

Acknowledged and Agreed to:

La Jolla Internet Properties, Inc.

/s/ Robert Doolittle

Signature

Robert Doolittle; CEO; [ * ]

Printed name and title of authorized signatory

Ask Jeeves, Inc.

/s/ Loni Knepper

Signature

Loni Knepper, Vice President, Finance

Name and title of authorized signatory

EXHIBIT A

Guidelines for Access of Ask Jeeves Services Through Customer Applications

In these Guidelines: (a) “you” and “your” refer to Customer, as well as any person or entity acting on your behalf and (b) “Application” means any application, plug-in, helper, component or other code that is downloaded or installed on a user’s computer, examples of which include those that provide browser helper objects, instant messaging, chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and other service.

1. General.

1.1 Implementation. The incorporation of Ask Jeeves Services into your Application must conform to the implementation requirements set forth in Advertising Services and Search Services Syndication Agreement dated May 24, 2004, as amended, to which this Schedule E is attached (“Advertising Services Agreement”), including, without limitation, the provisions of Section 2.4 and 2.9 thereof.

1.2 No Branding or Attribution. Your Application, and any related collateral material (including any Web pages promoting your Application or from which your Application is made available), must not contain any branding, trademarks or attribution of Ask Jeeves or its third party suppliers without Ask Jeeves’ prior written approval. Your Application, and any related collateral material (including any Web pages promoting your Application or from which your Application is made available), must not contain any branding, trademarks or attribution of Ask Jeeves’ third party Sponsored Links provider unless (and then only to the extent) Ask Jeeves and such third party Sponsored Links provider expressly consents otherwise in writing. In addition, queries entered into Applications may not resolve to a results page that contains any branding, trademarks or attribution, of Ask Jeeves or its third party Sponsored Links provider except to the extent expressly approved by Ask Jeeves or its third party Sponsored Links provider.

2. Prohibited Content. [ * ]

3. Prohibited Behavior. Your Application will not: [ * ]

4. Disclosure [ * ].

4.1 Disclosure [ * ] before Installation. You and your distribution and bundling partners [ * ]. By “distribution partner” we mean [ * ] and by “bundling partner” we mean [ * ]. Prior to installing your Application, you and any third party distributing or bundling your Application must:

(a) [ * ]

(i) [ * ]

(ii) [ * ]

(iii) [ * ]

(b) [ * ].

Notwithstanding the foregoing, the disclosure [ * ].

4.2 Disclosure [ * ]. If your Application (1) collects or transmits to any entity other than the end user personally identifiable information, or (2) collects or transmits the URLs visited by the end user or collects or transmits information related to a user’s computer or internet usage or activity in a manner that could collect or transmit such user’s personally identifiable information (such as through keystroke logging), then [ * ]:

(a) first, [ * ]:

(i) [ * ],

(ii) [ * ]

(iii) [ * ]

(b) then, [ * ].

4.3 Disclosure [ * ]. If your Application makes a change to [ * ]:

(a) first, [ * ]

(b) then, [ * ].

Notwithstanding the foregoing: [ * ].

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4.4 Method of Disclosure [ * ]. In order to satisfy the requirements above, the disclosure of the items specified above [ * ].

4.5 EULA and Privacy Policy. Your Application must conform, and must be distributed pursuant to a EULA that conforms, with all applicable laws and regulations. In addition, you and your Application must comply with the agreements and representations you make with your end users in your EULA and privacy policy.

5. Transparency. Neither you nor any of your third party distribution or bundling partners with respect to [ * ] included in a [ * ] with [ * ] may [ * ] or [ * ] with regard to [ * ]. For example, all elements of your [ * ]. You must [ * ].

6. Deactivation. Your Application may [ * ].

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7. Bundling of Applications.

7.1 Bundling. Your Application [ * ] through bundling arrangements (referring to [ * ]); provided, however, in such case, you may not access Ask Jeeves services using such Application unless [ * ].

7.2 General. When entering into any [ * ] access the Ask Jeeves Services.

8. Information and Assistance. Customer agrees to assist Ask Jeeves the investigation of any potential violations of those Guidelines. Customer agrees to provide Ask Jeeves with such information as Ask Jeeves may reasonably request about the distribution of those Customer Applications that are used to access Ask Jeeves Services. Such information may include: (a) the means by and/or the locations from which Customer Applications are distributed and (b) the identity of any applications included in any of Customer bundling relationships; provided that in any event if Ask Jeeves has a reasonable and good faith belief that an Application is violating these Guidelines, Customer will cooperate with Ask Jeeves in the investigation and potential resolution of such matter and will provide Ask Jeeves with such information as Ask Jeeves may request with respect thereto. Customer understands, however, that Ask Jeeves has no obligation to provide support to end users of any Customer Application.

9. Legal. You must [ * ]. You agree to [ * ].

10. [ * ].

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EX-10.16

Exhibit 10.16

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

TECHNOLOGY/SOFTWARE DISTRIBUTION AGREEMENT

This Technology/Software Distribution Agreement (“Agreement”) is made and entered into effective as of January 9th, 2006 by and between WALNUT VENTURES, INC. (“WALNUT”), with a principal place of business located at 222 Kearny Street, Suite 550 San Francisco, CA. 94108, and DIRECT REVENUE, LLC. (“DIRECT REVENUE”) with a principal place of business located at 107 Grand Street, 3d floor, 10013, New York, NY.

RECITALS

DIRECT REVENUE operates web sites and develops and markets the latest generation of advertising software on the Internet (“Direct Revenue Software”). WALNUT develops and markets Internet search software solutions which enhance Internet search capabilities (“Search Software”).

WALNUT and DIRECT REVENUE have agreed to bundle the Search Software with Direct Revenue Software so that the Search Software can be downloaded and distributed to the DIRECT REVENUE user base.

By bundling the products, WALNUT will be able to distribute its software to End Users (as defined at the end of this paragraph) who download Direct Revenue Software through DIRECT REVENUE’s web site or other third party sites (the term “End User” shall mean a sublicensee of the software whose sublicense for the software is for use of the software rather than for distribution or further sublicense).

Therefore, for valuable consideration, receipt of which is acknowledged, WALNUT and DIRECT REVENUE agree as follows:

AGREEMENT

1. Appointment and Grant of License.

Subject to the terms and conditions contained in this Agreement, WALNUT grants to DIRECT REVENUE, during the term of this Agreement, a non-exclusive, non-transferable license (except as set forth below) in the Search Software to use, distribute, and reproduce the software solely in connection with bundling it with the Direct Revenue Software (the “Bundled Search Software”) so that it can be downloaded and used in conjunction with the Direct Revenue software by End Users. DIRECT REVENUE may sublicense the Search Software to its third party distributors in connection with such distributors’ distribution of Bundled Search Software, provided that DIRECT REVENUE shall provide each such distributor with [ * ] provided to DIRECT REVENUE from time to time by WALNUT and shall instruct each distributor that it and any of its subcontractors must [ * ] to the extent [ * ] are relevant to distribution practices and include in any contract between DIRECT REVENUE and any such distributor such [ * ] with the [ * ] to the extent they apply to distribution and provided further that, DIRECT REVENUE acknowledges and agrees that if any third party distributor [ * ], such [ * ] by DIRECT REVENUE solely for [ * ] purposes of Section [ * ]. DIRECT REVENUE covenants that it will take action to comply, with the [ * ] as found [ * ] as of the date of this Agreement (the “[ * ]”). Upon receipt of a new or revised version of [ * ] from WALNUT, DIRECT REVENUE may, upon a reasonable good faith determination by DIRECT REVENUE that [ * ] will be materially more burdensome to comply with than [ * ] and that DIRECT REVENUE will not be able to comply with [ * ], provide written notice to WALNUT of such determination. Upon receipt of such notice by WALNUT, DIRECT REVENUE and its distributors shall not be required to comply with [ * ] and WALNUT shall have the option, in its sole discretion, to terminate this Agreement. WALNUT acknowledges and agrees that DIRECT REVENUE shall license the Search Software to End Users solely pursuant to the End User license agreement that DIRECT REVENUE presents during the process of their downloading the software, and such agreement shall be substantially similar in form and substance to that set forth in Exhibit A attached hereto. DIRECT REVENUE may change the End User license agreement at any time, provided however, that DIRECT REVENUE shall provide WALNUT with any revised End User license agreement that it adopts and shall obtain WALNUT’s prior express written consent for any change to the End User license agreement that would materially, adversely affect WALNUT. DIRECT REVENUE shall have no right to sublicense, assign, or otherwise transfer its rights under this Agreement except as provided herein.

This Agreement does not, and shall not be deemed to, transfer ownership rights of any description in the Search Software or any related materials to DIRECT REVENUE or any third party. DIRECT REVENUE shall not distribute or sell the Search Software to any person or make any other commercial use of the Search Software other than as specified herein.

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2. Fees and Payment Terms; Audit Rights.

WALNUT agrees to pay DIRECT REVENUE a fee (the “Fee”) equal to [ * ] percent ([ * ]%) of the gross search revenue collected by WALNUT that is directly attributable to the Bundled Search Software, including any such revenue it collects from Overture Services, Inc., doing business as Yahoo! Search Marketing (the “Gross Search Revenue”).

WALNUT agrees to pay DIRECT REVENUE within [ * ] of WALNUT’S collection of the Gross Search Revenue via wire transfer. The parties acknowledge that WALNUT generally collects on its search revenue approximately [ * ] after the end of the calendar month in which the search revenue is generated.

In addition to other amounts payable under this Agreement, DIRECT REVENUE shall pay any and all federal, state, municipal or other taxes, including, but not limited to, sales, use, excise, value added, income, withholding and other similar taxes, duties, fees or charges currently or subsequently imposed on DIRECT REVENUE’s distribution of Bundled Search Software, other than taxes assessed against WALNUT’s net income. If WALNUT is required to pay any such taxes, duties, fees, or charges or to withhold any amount from monies due to DIRECT REVENUE from WALNUT pursuant to this Agreement, DIRECT REVENUE shall promptly reimburse WALNUT for any such amounts.

WALNUT agrees to (i) provide DIRECT REVENUE with an accounting of all Gross Search Revenue on a weekly and month end basis based on search feed provider estimates; (ii) keep books and records and maintain record entries evidencing the calculation of Gross Search Revenue. DIRECT REVENUE may, upon written request no more frequently than monthly, audit WALNUT’s records in order to verify DIRECT REVENUE’s Fee and the Gross Search Revenue calculations. Any such audit shall be conducted during WALNUT’s regular business hours at WALNUT’s offices in a manner that does not unreasonably interfere with WALNUT’s normal business activities. DIRECT REVENUE will bear the expenses of any audit it requests; provided, however, that if the audit reveals a greater than [*] percent ([*]%) shortfall in the Fee that should have been paid by WALNUT to DIRECT REVENUE, WALNUT shall bear the full cost of the audit.

3. Parties’ Obligations.

(A) DIRECT REVENUE agrees to (1) use its reasonable commercial efforts to distribute the Bundled Search Software; (2) [*] (3) refrain from taking any action to challenge the validity of the Walnut Intellectual Property (as defined in Section 7 hereof) or of WALNUT’s ownership of the Walnut Intellectual Property; and (4) provide prior written notice to WALNUT of any DIRECT REVENUE advertising or trade practice that might affect the good name, trademarks, goodwill or reputation of WALNUT or the Search Software.

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(B) WALNUT agrees to: (1) in response to queries from the Bundled Search Software, provide to End Users search results that include paid search results; (2) provide reporting on the number of downloads and installations of the Bundled Search Software; (3) maintain an uninstall functionality for the Bundled Search Software and provide it to DIRECT REVENUE; (4) not provide any updates to the Search Software without DIRECT REVENUE’s prior approval, which approval shall not be unreasonably withheld; and (5) provide reasonable technical support to DIRECT REVENUE, as promptly as practicable after a reasonable request from DIRECT REVENUE, as necessary for DIRECT REVENUE to support the Bundled Search Software.

(C) Each party agrees to: (1) keep the other party fully informed as to any governmental, commercial or industrial proceedings, inquiries, proposals, plans or activities that do, or could, affect the Search Software or the Bundled Search Software; (2) comply with all applicable laws, rules and regulations in the performance of its obligations under this agreement; (3) perform all of its obligations under this agreement in a commercially reasonable manner in accordance with industry standards, (4) not disparage the other party and use reasonable efforts to protect the goodwill and reputation of the other party; and (5) maintain and post a complete and accurate privacy policy on its Web site with which it shall comply.

(D) The parties acknowledge and agree that WALNUT reserves the right, in its sole discretion and without liability, to modify the Search Software, discontinue or limit the production of the Search Software, cancel or limit the deliveries of the Search Software, and develop new software having features which make the Search Software wholly or partially obsolete.

4. Term and Termination.

(A) Term. The term of this Agreement is for one (1) year commencing January 9th, 2006 and terminating on January 9th, 2007. This Agreement shall automatically renew for the term of one month (continuing month to month) unless terminated in writing by either party no later than thirty (30) days prior to the date on which the Agreement is to expire.

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(B) Termination Rights. Either party has the right, in addition and without prejudice to any other rights or remedies, to terminate this Agreement as follows:

(1) By WALNUT, effective upon ten (10) days written notice to DIRECT REVENUE that details the notice received or basis for belief, in the event WALNUT receives notice that, or WALNUT reasonably believes that, continuing this Agreement shall have an material adverse effect on its ability to provide services related to Bundled Search Software;

(2) By WALNUT, as described in Section 1 hereof.

(3) By either party, immediately upon written notice, if the other party commits any material breach of the terms of this Agreement and such breach is not cured within ten (10) business days of receipt by the breaching party of a written notice from the other party specifying in reasonable detail the reason for the breach; or,

(4) By either party, immediately upon written notice, if: (a) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a Receiver, or to a trustee in bankruptcy; (b) a proceeding is commenced by or against the other party for relief under the bankruptcy or similar laws, and such proceeding is not dismissed within thirty (30) days; (c) the other party is adjudged bankrupt; or (d) the other party makes any assignment or other arrangement for the benefit of its creditors, or otherwise ceases to do business;

(C) Rights Upon Termination. Upon the expiration or termination of this Agreement: (1) except as otherwise requested by WALNUT, DIRECT REVENUE shall cease all distribution activity with respect to the Search Software within two (2) weeks, provided that, if any third-party distributor engaged by DIRECT REVENUE for the Bundled Search Software is in breach of this Agreement, WALNUT shall have the option, in its sole discretion, to direct that all activity with respect to such distributor cease immediately; (2) DIRECT REVENUE shall no longer have any license with respect to the Search Software; and (3) all Fees attributable to future Gross Search Revenue derived from Bundled Search Software already distributed by DIRECT REVENUE shall continue to be payable to DIRECT REVENUE unless and until DIRECT REVENUE takes any action that would, in the sole reasonable opinion of WALNUT, materially adversely affect WALNUT’s business or reputation. The parties hereby agree and acknowledge that neither WALNUT nor DIRECT REVENUE shall be liable to the other by reason of expiration or termination of this Agreement for compensation, reimbursement or damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of either party, or otherwise.

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(D) Survival of Provisions. Sections 1, 2, 4(c)(3), 5, 6, 7 and 8 of this Agreement shall survive termination or expiration of this Agreement, as will any cause of action or claim of either party whether in law or in equity because of any breach or default of this Agreement.

5. Representations and Warranties, Disclaimer and Limitation of Liability.

WALNUT represents and warrants that (a) the Search Software is governed by the End User License Agreement attached hereto as Exhibit B; (b) the Search Software shall not infringe any third party intellectual property rights, including, but not limited to copyrights; (c) that the Search Software is free from any trojan, time bomb, virus, worm or similar device or program; (d) the Search Software has no known security holes; (e) the Search Software does not collect or transmit any personally identifiable information; (f) the Search Software is compatible with Microsoft Windows XP (SP1 & SP2), 2000; (g) to WALNUT’s knowledge, the Search Software will not materially slow the functioning of a computer, and (h) the Search Software can be removed by the uninstall functionality provided by WALNUT to DIRECT REVENUE.

Except as otherwise expressly set forth in this Agreement, neither party makes any express or implied warranties, including, but not limited to warranties of merchantability or fitness for a particular purpose.

In no event shall either party be liable for any indirect, incidental, special or consequential damages including loss of profits, revenue, data or use incurred by either party or any third party whether in an action in contract or tort or based on a warranty even if the other party or any other person has been advised of the possibility of such damages.

6. Indemnity.

WALNUT shall indemnify, defend and hold DIRECT REVENUE harmless from and against any third party claims, actions, or demands arising out of or relating to WALNUT’s (a) material breach of any representation, warranty, covenant or any obligation contained in this Agreement; or (b) negligence or other tortious conduct.

DIRECT REVENUE shall indemnify, defend and hold WALNUT harmless from and against any third party claims, actions or demands arising out of or relating to DIRECT REVENUE’s material breach of any representation, warranty, covenant or any obligation contained in this Agreement or (b) negligence or other tortious conduct.

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If any claim subject to indemnity is made against WALNUT or DIRECT REVENUE, the party against whom the claim is made shall provide the other party with prompt written notice of such claim. The indemnifying party shall control the defense and settlement of any claim in which it may have to indemnify the other party. The indemnified party shall provide the indemnifying party with all reasonable cooperation and assistance in the defense and settlement of such claim. The indemnifying party shall not be responsible for any costs incurred or compromise made by the indemnified party unless the indemnifying party has given prior written consent to such cost or compromise.

7. Proprietary Rights.

DIRECT REVENUE acknowledges and agrees that WALNUT shall retain all of its right, title to and ownership of all copyrights, trademarks, trade secrets, patents, and all other intellectual property associated with, relating to or used in connection with, the Search Software and any improvements or enhancements thereto (the “Walnut Intellectual Property”).

DIRECT REVENUE may not (a) alter, modify or change the Search Software or related materials without the prior written consent of WALNUT; (b) use the Walnut Intellectual Property, including but not limited to, the trademarks and trade names (as those may be modified or added to by WALNUT from time to time), or any confusingly similar work or symbol in any communication, product, logo or other written material, including as part of DIRECT REVENUE’s name, without the prior express written consent of WALNUT. DIRECT REVENUE acknowledges the validity of the Walnut Intellectual Property and agrees not to challenge WALNUT’s right to use any of the Walnut Intellectual Property, in particular the WALNUT trademarks and trade names. DIRECT REVENUE also agrees to consistently indicate by the appropriate symbol that all such trademarks or trade names are proprietary to WALNUT.

Except without the prior written consent of DIRECT REVENUE, WALNUT may not use the trade names or trademarks of DIRECT REVENUE.

8. Confidentiality.

DIRECT REVENUE acknowledges that the Search Software and all information relating to the business and operations of WALNUT that DIRECT REVENUE learns in connection with this Agreement is the valuable, confidential and proprietary information of WALNUT. DIRECT REVENUE for itself, its employees, contractors, consultants and agents agrees to: (a) safeguard WALNUT’s confidential information with the same degree of care that DIRECT REVENUE uses to protect its own confidential information; (b) maintain the confidentiality

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of this information; (c) not use such information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available this information to any third party without the prior written consent of WALNUT.

WALNUT acknowledges that all information relating to the business and operations of DIRECT REVENUE that WALNUT learns in connection with this Agreement is the valuable, confidential and proprietary information of DIRECT REVENUE. WALNUT for itself, its employees, contractors, consultants and agents agrees to: (a) safeguard DIRECT REVENUE’s confidential information with the same degree of care that WALNUT uses to protect its own confidential information; (b) maintain the confidentiality of this information; (c) not use such information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available this information to any third party without the prior written consent of DIRECT REVENUE.

Any information gathered regarding End Users obtained by WALNUT during the performance of this agreement shall be maintained by WALNUT as DIRECT REVENUE’s confidential information, which may only be used for the purposes of this Agreement or on an aggregated, non-identifiable basis.

This section will not apply to any information that: (a) is already lawfully in the receiving party’s possession (unless received pursuant to a non-disclosure agreement); (b) is or becomes generally available to the public through no fault of the receiving party; (c) is disclosed to the receiving party by a third party who may transfer or disclose such information without restriction; (d) is required to be disclosed by the receiving party as a matter of law (provided that the receiving party will use all reasonable efforts to provide the disclosing party with prior notice of such disclosure and to obtain a protective order); (e) is disclosed by the receiving party with the disclosing party’s approval; (f) is independently developed by the receiving party without any use of confidential information; or (g) is required to be disclosed by a government agency or regulatory authority. In all cases, the receiving party will use all reasonable efforts to give the disclosing party ten (10) days prior written consent of any disclosure of information under this Agreement and to minimize the extent of such disclosure.

WALNUT and DIRECT REVENUE acknowledge that any breach of this section by a receiving party will irreparably harm the disclosing party. Accordingly, in the event of any breach, the disclosing party will be entitled to seek injunctive relief in addition to any other remedies that it may have at law or in equity.

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9. Compliance With Laws.

DIRECT REVENUE understands and acknowledges that the Search Software and other materials made available to it under this Agreement may be subject to the export regulations of the United States Department of Commerce and other United States government regulations related to the export of technical data, equipment and products. DIRECT REVENUE is familiar with and agrees to comply with all applicable export regulations including any future changes or amendments.

10. General.

(A) Neither party may assign or transfer its rights or delegate its obligations under this Agreement without the other party’s prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties hereto.

(B) This Agreement along with the exhibits attached and incorporated herein embodies the final, complete and exclusive understanding between the parties and replaces and supersedes all previous oral or written agreements, understandings or arrangements between the parties with respect to the subject matter contained in this Agreement.

(C) This Agreement may not be modified or amended except in writing, signed by an authorized officer of each party to this Agreement.

(D) The failure of either party to enforce the provisions of this Agreement shall not be deemed a waiver of those provisions or of the right of the party thereafter to enforce those provisions.

(E) Except as otherwise provided in this Agreement, notice is required to be given pursuant to this Agreement shall be effective when deemed received, which shall be the earlier of the following: (i) when the notice is actually delivered; (ii) when a facsimile is transmitted as evidenced by a confirmation of receipt; (iii) three (3) business days after mailing by registered or certified U.S. mail. Notice shall be sufficient if given in writing and delivered sent by facsimile with a confirmation of receipt, sent by certified, first-class mail, return receipt requested, for all types of correspondence, postage prepaid, or sent by overnight courier service and addressed as follows:

To WALNUT:

222 Kearny Street, Suite 550

San Francisco, CA 94108

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To DIRECT REVENUE:

107, Grand Street, 3d fl

10013, New York, NY

(F) Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement except such disclosure may be made, subject to the provisions of Section 8 hereof, as is reasonably necessary to the disclosing party’s bankers, attorneys or accountants or except as may be required by law, court order, a government agency or regulatory authority.

(G) Neither party shall be liable to the other for its failure to perform any of its obligations under this Agreement, except for payment obligations, during any period in which such performance is delayed or rendered impractical or impossible due to circumstances beyond its reasonable control (force majeure), provided that the party experiencing the delay promptly notifies the other of the delay.

(H) Nothing in this Agreement shall be deemed to create an employer/employee, principal/agent or joint venture relationship. Neither party shall have the authority to enter into any contracts on behalf of the other party.

(I) This Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to agreements made between residents of California for performance entirely within California.

(J) In case any provision of this Agreement shall for any reason be held to be invalid, unenforceable or illegal, such provision shall be severed from this Agreement in such invalidity, unenforceability, or illegality shall not affect any other provisions of this Agreement.

(K) In the event of any dispute between the parties arising out of this Agreement, the parties agree to submit the dispute first to binding arbitration with Judicial Arbitration and Mediation Services (JAMS) in San Francisco, California. In the event the parties cannot agree upon the choice of an arbitrator, each party shall appoint one representative of JAMS and the two JAMS’ representatives shall, between themselves, select an arbitrator from JAMS.

(L) In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and costs.

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(M) This Agreement may be signed in any number of counterparts, each of which shall be considered to be an original and all of which together shall be deemed to be one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

/s/ Andrew Keery WALNUT VENTURES, INC.
By:	Andrew Keery
Title:	COO
/s/ Mattias Stanghed DIRECT REVENUE, LLC
By:	01/05/06
Title:	V.P. Product Development

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