THIRD AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE

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Exhibit 4.12

THIS AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SECURITIES HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH OTHER APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

THIRD AMENDED AND RESTATED SECURED
CONVERTIBLE PROMISSORY NOTE

        FOR VALUE RECEIVED, INFORMATION SERVICES EXTENDED, INC., a Delaware corporation (the " Maker "), hereby promises to pay to the order of Kevin Kimberlin Partners, L.P., a Delaware limited partnership (" Holder "), the principal amount of Nine Million Three Hundred Thirty-Eight Thousand Five Hundred Sixty-Three Dollars and Sixty-Two Cents ($9,338,563.62), together with all other amounts due and owing hereunder and to pay interest on the unpaid principal balance hereof outstanding from time to time at the rate and at the times set forth in Section 2 . This third amended and restated secured convertible promissory note (the " Note "), amends, restates and replaces that certain second amended and restated secured convertible promissory note (the " Second Amended Note "), made by Maker payable to the order of Holder dated August 2, 2005, in the aggregate principal amount of $9,146,736.23. The Second Amended Note amended, restated and replaced that certain amended and restated secured convertible promissory note (the " First Amended Note "), made by Maker payable to the order of Holder dated April 14, 2005, in the aggregate principal amount of $14,764,285.39. The First Amended Note amended, restated and replaced that certain promissory note (the " Old Note "), made by Maker payable to the order of Wachovia Bank, N.A. dated June 7, 2002, in the aggregate principal amount of $12,080,000 (and subsequently assigned to Holder). Holder assigned a portion of the First Amended Note in several transactions in an aggregate amount equal to $5,617,549.16 to a third party at which time the First Amended Note was cancelled and replaced with the Second Amended Note and a Third Party Note (as defined below) payable to such third party. This Note, any note(s) which replace this Note, and the Third Party Notes, are hereinafter collectively referred to as the " Notes ."

1.     Definitions.     For purposes of this Note, the following capitalized terms have the following meanings:

        " Affiliate " means with respect to any Person, any other Person (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such first Person, (ii) which beneficially owns or holds ten percent (10%) or more of any class of the voting stock of such first Person, or (iii) whereby ten percent (10%) or more of the voting stock (or in the case of a Person which is not a corporation, ten percent (10%) or more of the equity interest) of such other Person is beneficially owned or held by such first Person or by a Subsidiary of such first Person.

        " Business Day " means any day other than (a) Saturday or Sunday or (b) any other day on which banks in the State of New York and the State of Florida are permitted or required to be closed.

        " Change of Control " with respect to an entity shall mean: (i)(A) any consolidation or merger of such entity with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of such entity immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which such entity is

a party in which in excess of fifty percent (50%) of such entity's voting power is transferred; provided that a Change of Control shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by such entity or any successor or indebtedness of such entity is cancelled or converted or a combination thereof; and (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of such entity.

        " Collateral " shall have the meaning provided therefor in the Security Agreement.

        " Common Shares " shall mean the shares of common stock, $.001 par value per share, of Local Matters.

        " Default Rate " shall mean seven percent (7%) per annum.

        " Event of Default " shall have the meaning given to it in Section 6(a) .

        " IPO " means an underwritten initial public offering of the Common Shares of Local Matters pursuant to an effective registration statement under the Securities Act of 1933, as amended, as then in effect (or any comparable statement under any similar federal statute then in force or effect).

        " Local Matters Assignment and Assumption Agreement " shall mean that certain Assignment and Assumption Agreement dated as of April 14, 2005 between Maker, as assignor, and Local Matters, Inc. (formerly Aptas, Inc.), a Delaware corporation (" Local Matters "), as assignee, pursuant to which Local Matters agrees to assume all of the Obligations of the Maker under the Notes, effective as of the earlier to occur of (a) the closing of an IPO, and (b) immediately prior to the occurrence of a Change of Control of Local Matters, provided that the transaction contemplated by the Stock Purchase Agreement between Local Matters, Maker and the shareholders of Maker has not been rescinded prior to such date.

        " Maturity Date " shall have the meaning given to it in Section 3(a) .

        " Note " as used herein, shall mean this Third Amended and Restated Secured Convertible Promissory Note.

        " Obligations " shall mean all obligations of the Maker to Holder however created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due, which arise out of or in connection with this Note, the Security Agreement and each other related document, including, without limitation, all reasonable costs incurred by Holder in connection with the enforcement of this Note.

        " Person " means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

        " Qualified IPO " means an IPO which raises net proceeds to Local Matters of at least $35 million.

        " Security Agreement " shall have the meaning given to it in Section 3(e) .

        " Subsidiary " shall mean, with respect to any Person (herein referred to as the "parent"), any corporation, partnership, association or other business entity (i) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or more than fifty percent (50%) of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent, or (ii) that is, at the time any determination is made, otherwise controlled by, the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent.

        " Third Party " shall mean, collectively, with one or more Persons who become assignees of a portion of this Note and hold a Third Party Note.

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        " Third Party Note " shall mean the promissory note(s), substantially in the form attached hereto as Exhibit B, that was issued to a Person (or Persons) who became an assignee of a portion of this Note in an aggregate amount of up to $7 million.

2.     Payment of Interest.     Except as otherwise expressly provided in Section 6(b)(i) hereof for the period commencing on January 1, 2006 and ending on December 31, 2006, no interest shall accrue on this Note, and all such interest is hereby waived.

3.     Payment of Principal on Note and Security.     

         (a)     Maturity Date.     The Maker shall pay the principal amount outstanding hereunder together with accrued and unpaid interest thereon on the earlier of (i) March 31, 2013, and (ii) acceleration of the maturity of this Note by Holder pursuant to Section 6(b)(i) (the earlier of such dates, the " Maturity Date "). Notwithstanding the foregoing, in the event an IPO has not been consummated on or before December 31, 2006, then, on December 31, 2006, $5,000,000 of the principal amount of this Note shall be forgiven, automatically and with no further action on the part of Holder or Maker (" Loan Forgiveness ").

         (b)     Optional Principal Prepayments.     Prior to the Maturity Date, the principal balance of this Note, along with all accrued interest, may be paid by the Maker in whole or in part upon five (5) days prior written notification to Holder without penalty; provided that during such five (5) day period, if the IPO shall have previously occurred within 180 days then Holder shall have the option of converting this Note into Common Shares in accordance with the procedures set forth in Section 7 hereof; and provided further that, commencing ninety (90) days following the IPO and upon thirty (30) days prior written notice to Holder, Maker may elect to prepay the entire principal balance of this Note for an amount equal to eighty-five percent (85%) of the sum of the principal balance of this Note outstanding on the date of prepayment and all accrued interest through the date of such prepayment.

         (c)     Best Efforts Repayment.     In the event of a Qualified IPO, at the election of Holder the Maker shall use its best efforts to cause Local Matters to apply fifty percent (50%) of the net proceeds in excess of $35 million in such Qualified IPO (such fifty percent of excess net proceeds, the " Excess Net Proceeds "), to repay the outstanding principal plus accrued and unpaid interest on this Note. Holder shall provide Maker with written notice of its election to receive the Excess Net Proceeds towards repayment of this Note at least ten (10) days prior to the printing by Local Matters of the preliminary prospectus relating to the Qualified IPO, provided that, Local Matters has given Maker not less than thirty (30) days notice of its intent to file a registration statement relating to a Qualified IPO.

         (d)     Security Agreement.     The Maker's obligations hereunder shall be secured by all of the assets and other property of Maker pursuant to that certain Security Agreement, between the Maker and the Holder, in its capacity as lender and as agent for the Lenders (as defined therein), dated as of April 14, 2005 (the " Security Agreement ").

         (e)     Application of Payments.     All payments hereunder shall be applied first to accrued interest and then to principal.

4.     Affirmative Covenants.     So long as this Note shall remain outstanding or any Obligations shall remain unpaid, the Maker shall:

         (a)     Compliance with Laws.     Comply in all material respects with applicable laws, rules, regulations, and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments, and governmental charges imposed upon it or upon its property except for good faith contests for which adequate reserves are being maintained.

         (b)     Notice of Defaults and Events of Default.     Provide to Holder, as soon as possible and in any event within three (3) business days after the occurrence of each event which either (i) is an Event of Default, or (ii) with the giving of notice or lapse of time or both would constitute an Event of Default,

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a written notice setting forth the details of such e