0001047469-06-006944 Sample Contracts

STOCK PURCHASE AGREEMENT by and among LOCAL MATTERS, INC., and KINGS ROAD INVESTMENTS LTD.
Stock Purchase Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York

STOCK PURCHASE AGREEMENT, dated as of November 14, 2005, by and among Local Matters, Inc., a Delaware corporation (the "Company"), and Kings Road Investments Ltd.(the "Purchaser").

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Shares LOCAL MATTERS, INC. Common Stock UNDERWRITING AGREEMENT
Local Matters Inc. • May 12th, 2006 • Services-computer programming, data processing, etc. • New York

Cowen and Company, LLC CIBC World Markets Corp. JMP Securities LLC Needham & Company, Inc. As Representatives of the several Underwriters c/o Cowen and Company, LLC 1221 Avenue of the Americas New York, New York 10020

INTERNET SERVICES AGREEMENT
Internet Services Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc. • California

This Internet Services Agreement (“Agreement”) is made this 18th day of June, 2003 by and between YP Web Partners, L.L.C., d/b/a YPSolutions, a Louisiana limited liability company with offices at 3445 North Causeway Boulevard, Suite 401, Metairie, LA 70002 (“YPS”), and R.H. Donnelley Publishing & Advertising, Inc., a Kansas corporation, with offices at 5454 West 110th Street, Overland Park, Kansas 66211 (“Publisher”). YPS and Publisher are sometimes referred to herein as the “Parties” and individually as a “Party.”

ISx MASTER LICENSE AND SUPPORT AGREEMENT
Isx Master License and Support Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc.

By agreeing to the Oy International Business Machines Ab (“ISx Vendor) TFI1001022 dated 8.1.2002 and its supplement 001 dated 12.8.1004 IBM Order Agreement including Program Specifications TFI 1001022OEM and SP 4922 (“IBM CONTRACT”):, Oy Eniro DS Ab (“Licensee”) agrees to the terms of this ISx MASTER LICENSE AND SUPPORT AGREEMENT (the “Agreement”), granted by Information Services eXtended, Inc. (ISX), a Delaware Corporation (“ISx”) which is effective, as January 1, 2003 (the “Effective Date”). Licensee and ISx are collectively referred to as the “Parties.” By agreeing to the IBM Order Agreement including Program Specifications TFI1001022OEM and SP 4922, ISx Vendor and Licensee acknowledge and agree that ISx is a Party to this Agreement and is able to enforce, and receive the benefit of, all its rights hereunder as if it were a signatory to this Agreement.

SOFTWARE RESELLER AGREEMENT
Software Reseller Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc. • Massachusetts

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 20TH day of July, 2004 (the “Effective Date”) by and between Fast Search & Transfer International AS, a company organized and existing under the laws of the Kingdom of Norway and maintaining its principal place of business at Christian Frederiks plass 6 N-0154 Oslo, Norway (“FAST”), and Aptas, a company organized and existing under the laws of Delaware and maintaining its principal place of business at 1517 Blake Street, 2nd Floor, Denver, CO 80202 (“RESELLER”).

Contract
Services Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc. • Victoria

[***] 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.

DATED April 20, 2001
Employment Contract • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc. • England
EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 15th day of March 2006, by and between LOCAL MATTERS, INC., (the “Company”), and Jeanette McClennan (“Employee”) (collectively, the “Parties”).

March 12, 2006 o 1221 auraria parkway
Letter Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc.

This letter agreement (the “Agreement”) confirms the terms and conditions of your international assignment from your current employment with Information Services Extended, UK Ltd., to a position working in the United States at its U.S. corporate parent, Local Matters, Inc. (the “Company”). Except as expressly provided herein, this Agreement supplements but does not replace the terms of that certain UK Employment Agreement between you and Information Services Extended, UK Ltd. (“ISX Ltd.”), dated 19 April, 2001 and attached hereto as Exhibit A (“UK Employment Agreement”).

ADVERTISING AGREEMENT
Advertising Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc. • Georgia

This Advertising Agreement (the “Agreement”), effective as of December 10, 2004, is made and entered into by and between MyAgreeGuide.Com, Inc. a Nevada corporation with its principal place of business located at 1240 East 100 South, Suite 5, St. George, Utah 84790 (“Company”) and Six Continents Hotels, Inc., a Delaware corporation with its principal place of business located at Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346-2149 (“SCH”), pursuant to the following recitals and clauses;

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