INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.3

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 17, 2009, (the “Agreement”) between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”) and Vertro, Inc., (“Grantor”) is made with reference to the Business Financing Agreement, dated as of December 17, 2009 (as amended from time to time, the “Financing Agreement”), between Lender and Grantor. Terms defined in the Financing Agreement have the same meaning when used in this Agreement.

For good and valuable consideration, receipt of which is hereby acknowledged, Grantor hereby covenants and agrees as follows:

To secure the Obligations under the Financing Agreement, Grantor grants to Lender a security interest in all right, title, and interest of Grantor in any of the following, whether now existing or hereafter acquired or created in any and all of the following property (collectively, the “Intellectual Property Collateral”):

(a)  copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (collectively, the “Copyrights”), including the Copyrights described in Exhibit A;

(b)   trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), including the Trademarks described in Exhibit B;

(c)  patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), including the Patents described in Exhibit C;

(d)  mask work or similar rights available for the protection of semiconductor chips or other products (collectively, the “Mask Works”);

(e)  trade secrets, and any and all intellectual property rights in computer software and computer software products;

(f)  design rights;

(g)  claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to xxx for and collect such damages for said use or infringement of the intellectual property rights identified above;

(h)  licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

(i)  amendments, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and

(j)  proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

The rights and remedies of Lender with respect to the security interests granted hereunder are in addition to those set forth in the Financing Agreement, and those which are now or hereafter available to Lender as a matter of law or equity. Each right, power and remedy of Lender provided for herein or in the Financing Agreement, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein, and the exercise by Lender of any one or more of such rights, powers or remedies does not preclude the simultaneous or later exercise by Lender of any other rights, powers or remedies.

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

GRANTOR:			LENDER:
VERTRO, INC.			BRIDGE BANK, NATIONAL ASSOCIATION
By:	/s/ Xxxx X. Xxxxxxx		By:	/s/ Xxxxx Xxxxxxxxx
Name:	Xxxx X. Xxxxxxx		Name:	Xxxxx Xxxxxxxxx
Title:	General Counsel		Title:	Vice President
	Address for Notices:			Address for Notices:
	Attn: Xxxx Xxxxxxx			Attn: Xxx Xxxxxxx
	0000 Xxxxxxxxx Xxxxxxx Xxxx, Xxxxx 000			55 Almaden Blvd. Ste. 100
	Fort Xxxxx, FL 33907			Xxx Xxxx, XX 00000
	Tel: (000) 000-0000			Tel: (000) 000-0000
	Fax: (000) 000-0000			Fax: (000) 000-0000

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EXHIBIT A

COPYRIGHTS

Please Check if No Copyrights Exist x

Type of Work: Title: International Standard Serial Number (ISSN):   Registration Number: Filing Date: Preregistered?

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EXHIBIT B

TRADEMARKS

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Xxxx / Title:   U.S. Serial Number: U.S. Registration Number:   UPTO Reference Number:   Filing Date:  

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EXHIBIT C

PATENTS

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Title:   Patent Number:
Application Serial Number:   Issued or Published?   Issue Date:  

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