SECURED CONVERTIBLE PROMISSORY NOTE

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Exhibit 4.15

THIS SECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the "ACT"). NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE PAYEE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

SECURED CONVERTIBLE PROMISSORY NOTE

         FOR VALUE RECEIVED, LOCAL MATTERS, INC. , a Delaware corporation (" Company "), hereby promises to pay to                        , an individual residing at                        (" Payee "), in lawful money of the United States of America and in immediately available funds, the principal sum of                         ($                        ) (the " Face Amount ") together with accrued and unpaid interest thereon, each due and payable on the dates, in the manner, and subject to the terms and conditions set forth below.

        This Promissory Note (the " Note ") is one of the Convertible Notes referred to in and is executed and delivered in connection with that certain Stock Purchase Agreement dated as of even date herewith executed by Company, the Payee and the other Shareholders (as defined therein) (as the same may from time to time be amended, modified or supplemented or restated, the " Purchase Agreement "). Additional rights and obligations of Payee are set forth in the Purchase Agreement. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.

         1.    Conversion; Repayment.     

         1.1    Conversion Upon Qualifying IPO.     In the event of a Qualifying IPO, on the Anniversary Date (as defined below), the Face Amount, together with all accrued and unpaid interest thereon, shall automatically convert into shares of the Company's common stock upon the closing of a Qualifying IPO at the IPO Price. For purposes of this Note, a "Qualifying IPO" refers to the underwritten initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the " Act "), covering the offer and sale of the Company's common stock, the closing of which occurs on or prior to the one-year anniversary of the date of issuance of this Note (the " Anniversary Date "). The IPO Price means the price per share paid by the public for a share of common stock of the Company in the Qualifying IPO.

         1.2    Partial Conversion and Partial Repayment Without Qualifying IPO.     In the event that no Qualifying IPO occurs on or prior to the Anniversary Date then, on the first business day following the Anniversary Date:

         (a)    eighty percent (80%) of the Face Amount, together with all accrued and unpaid interest thereon, shall automatically convert into shares of the Company's Series 3 Preferred Stock, having the rights, preferences and privileges as set forth in the Company's Restated Certificate of Incorporation (the " Series 3 Preferred "), as in effect on the date of Closing, at the price per share paid by the investors purchasing shares of Series 3 Preferred (the " Series 3 Purchase Price "); and

         (b)    twenty percent (20%) of the Face Amount, together with all accrued and unpaid interest thereon, shall be paid in cash to Payee.

         2.    Interest Rate.     Company further promises to pay interest on the Face Amount hereof from the date hereof until payment in full, which interest shall be payable at the rate of six percent (6%) per annum. Interest shall be payable in cash or in shares of the Company's common stock, as applicable in

accordance with Section 1. Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed. Upon the occurrence and during the continuance of an Event of Default, Payee shall have the right by written notice to Company to prospectively increase the interest rate under this Note to be equal to fourteen (14%) percent per annum until such Event of Default is cured, but in no event to exceed the maximum rate allowed by law on commercial loans.

         3.    Place of Payment.     All amounts payable hereunder shall be payable to Payee at,                         , unless another place of payment shall be specified in writing by Payee.

         4.    Registration Rights.     In case the Company shall receive from the Payee (or its assigns) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Company common stock issued or issuable upon conversion of this Note (a " Registration Request "), the Company will as soon as practicable (and in any event not later than thirty (30) days following the later of (a) the date of the Registration Request and (b) the S-3 Eligibility Date), effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the shares of Company common stock as are specified in such request; provided, however , that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4 if Form S-3 (or any successor or similar form) is not available for such offering by the Payee (or its assigns). The date on which the Company is first eligible to file registration statements on Form S-3 is referred to herein as the " S-3 Eligibility Date ." The Payee's (and its assigns') registration rights pursuant to this Section 4 shall expire if (a) the Company has completed its IPO and is subject to the provisions of the Securities Exchange Act of 1934, as amended, and (b) all shares of Company common stock held by and issuable to such Payee (and its affiliates, partners, former partners, members and former members) may be sold under Rule 144 during any ninety (90) day period.

         5.    Application of Payments.     Payment on this Note shall be applied first to accrued interest, and thereafter to the outstanding principal balance hereof.

         6.    Secured Note.     The full amount of this Note is secured by the collateral (the " Collateral ") identified and described as security therefor in the Security Agreements and the Pledge Agreement, each of even date herewith (the " Security Agreements ") executed by and delivered by Company to Payee. Company shall not, directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary to remove, any Lien (as defined in the Security Agreements) on or in the Collateral, or in any portion thereof, except as permitted pursuant to the Security Agreements. Payee shall release its lien on the Collateral upon delivery by Company to a restricted account acceptable to Payee, in its reasonable discretion and over which Payee has a first lien and security interest, of cash collateral in an amount equal to the Face Amount and all accrued but unpaid interest on this Note.

         7.    Set off.     All payments to be made under this Note shall be subject to setoff under the terms and conditions set forth in Section 7 of the Purchase Agreement. Any such setoffs shall be applied first to accrued interest and thereafter to installments of unpaid principal in the order of their maturity commencing with the earliest such installment.

         8.    Conversion.     

         8.1    Mechanics and Effect of Conversion.     The "Conversion Price" shall mean the IPO Price or the Series 3 Purchase Price, as applicable. No fractional shares of Company's capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which Payee would otherwise be entitled, Company will pay to Payee in cash at the Conversion Price the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note, Payee shall surrender this Note, duly

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endorsed, at the principal office of the Company or any transfer agent of the Company. At its expense, the Company will no later than the third day after receipt of this Note, issue and deliver to Payee, at such principal office, a certificate or certificates for the number of shares to which Payee is entitled upon such conversion, together with any other securities and property to which Payee is entitled upon such conversion under the terms of this Note, including a check payable to Payee for any fractional share.

         8.2    Reservation of Stock Issuable Upon Conversion.     Company shall at all times reserve and keep available out of its authorized but unissued shares of Company's common stock and Series 3 Preferred, solely for the purpose of effecting the conversion of this Note, such number of its shares of Company's common stock and Series 3 Preferred as shall from time to time be sufficient to effect the conversion of this Note. As a condition precedent to the taking of any action which would cause an adjustment to the Conversion Price, Company will take such corporate action as may, after consulting with its counsel, be necessary to increase its authorized but unissued shares of Company's common stock and Series 3 Preferred to such number of shares as shall be sufficient in order that it may validly and legally issue the shares of its common stock and Series 3 Preferred issuable based upon such adjusted Conversion Price.

         8.3    Payment of Taxes.     Company will pay all taxes and other governmental charges (other than taxes measured by the revenue or income of the Payee) that may be imposed in respect to the issue or delivery of shares of Company's common stock upon conversion of this Note.

         8.4    Hart-Scott-Rodino.     Notwithstanding any provision to the contrary herein, this Note shall convert only (i) if no filing is required in connection with the conversion in order to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (a " Required Filing "); or (ii) after a Required Filing has been filed and upon the expiration or termination of any waiting period required in connection with such Required Filing.

         8.5    Adjustments to the Conversion Price.     Upon the occurrence of any of the following events prior to the conversion of this Note, the Conversion Price shall be adjusted as provided below:

         (a)     Adjustment for Stock Splits and Combinations.     

(1)

If, following the Qualifying IPO (if applicable) and before the conversion of this Note in accordance with Section 1.1 hereof, the Company shall at any time or from time to time after the date hereof effect a subdivision of the outstanding shares of Company's common stock, then the Conversion Price then in effect immediately before such subdivision shall be proportionately decreased; conversely, if Company shall at any time or from time to time after the date hereof reduce the outstanding shares of Company's common stock by combination or otherwise, the Conversion Price then in effect immediately before the combination shall be proportionately increased.

(2)

If, following the date on which shares of Series 3 Preferred are first issued and sold and before the conversion of this Note in accordance with Section 1.2(a) hereof (if applicable), the Company shall effect a subdivision of the outstanding shares of Series 3 Preferred, then the Conversion Price applicable to a conversion in accordance with Section 1.2(a) hereof, if applicable, then in effect immediately before such subdivision shall be proportionately decreased; conversely, if Company shall at any time or from time to time after the date hereof reduce the outstanding shares of Company's Series 3 Preferred by combination or otherwise, the Conversion Price applicable to a conversion in accordance with Section 1.2(a) hereof, if

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applicable, then in effect immediately before the combination shall be proportionately increased.

(3)

Any adjustment under this Section 8.5(a) shall become effective at the close of business on the date such subdivision or combination becomes effective.

         (b)     Adjustment for Certain Dividends and Distributions Following a Qualifying IPO.