LICENSE AGREEMENT

EXHIBIT 10.48

LICENSE AGREEMENT

This License Agreement (“Agreement”) is entered into as of April 1, 2004 (the “Effective Data”), by and between Oversee.net, a California corporation (“Partner”) and LookSmart, Ltd., a Delaware corporation (“LookSmart”).

RECITALS

The parties wish to provide for a license to Partner to distribute LookSmart’s Search Results on the Partner Network.

NOW, therefore, for good and adequate consideration, the receipt of which is acknowledged, the parties agree as follows:

1.1 “Click” occurs when a bona fide Internet user (which excludes a robot, spider, software, scraper or other mechanical, artificial or fraudulent means, or a person who is not seeking to use the Partner Network for a legitimate web search, e.g., has been paid or otherwise motivated to click) clicks on a Listing and accesses the destination site.

1.2 “Gross Revenue” means total invoices generated from Search Results on Partner Network during the applicable period, plus or minus any net credits or returns from previous periods.

1.2 “Listing” means a profile of a website that includes the display URL, a title, text that describes the site to which the listing links, and  & tracking URL (If applicable). Listings are displayed in Search Results.

(a) “Paid Listing” means a listing for which a third party has paid to include in Search Results.

(b) “Unpaid Listing” means a listing that is included in Search Results at no direct cost to any third-party.

1.3 “LookSmart Directory” means a collection of Listings that are stored in a LookSmart proprietary database after human identification and input.

1.4 “LookSmart Web Index” means a collection of Listings that are stored in a LookSmart proprietary database after machine based identification and input.

1.5 “Partner Network” means the following web sites which are owned or operated by Partner or are contractually part of Partner’s syndication network: DomainSponsor.com (parked domain) publisher network and Information.com.

1.6 “Reviewed Web Sites” means a LookSmart product that contains both Paid and Unpaid Listings retrieved from the LookSmart Directory, The amount that an advertiser pays to LookSmart has no influence on the ordering of results of Reviewed Web Sites.

Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.

1.7 “Search Results” means Listings provided by LookSmart to Partner hereunder during the Term hereof. The Search Results will include Sponsored Search, Reviewed Web Sites, and/or WebSearch as indicated in Section 5.

1.8 “Sponsored Search” means a LookSmart product that return results containing only Paid Listings. The amount that an advertiser pays to LookSmart influences (among other factors) the position in which the advertiser’s listing appears in Sponsored Search.

1.9 “WebSearch” means that LookSmart returns results that may contain both Paid and Unpaid listings retrieved from the LookSmart Web Index and the amount that an advertiser pays to LookSmart has no influence on the ordering of results.

2.1 License. Subject to the terms, limitations and conditions herein, LookSmart hereby grants to Partner a non-exclusive license during the Term hereof to publicly display the Search Results in electronic form on search results pages on the Partner Network.

2.2 Limitations on License. The license granted above is limited by the following restrictions: (i) except as expressly permitted herein, Partner will not display, use, reproduce, modify, sell, resell, rent, license, sublicense, transfer, assign or redistribute in any way the Search Results, except as expressly permitted herein; (ii) Partner will not modify, add to, edit or delete the URLs, titles or reviews contained within any Search Results without LookSmart’s prior written approval; (iii) Partner will not attempt to alter, reverse engineer, decompile, disassemble or otherwise attempt to derive the Search Results or any of LookSmart’s customer lists, databases, computer programs, parents, copyrights, other proprietary right (including the methodology related to the creation .and compilation of the Search Results) or any other information furnished to Partner by LookSmart; (iv) except as expressly permitted herein. Partners will no display, sublicense or syndicate the Search Results on or to any third party or web site outside of the Partner Network unless it first obtains LookSmart’s written consent; (v) Partner will use the. tracking URLs associated with each individual Paid Listing provided by LookSmart, if any, for all Search Results included on its search results pages (though Partner may use the display URLs for purposes of displaying the listing); (vi) Partner will not syndicate or display any Search Results on any adult-oriented, obscene or illegal web sites; and (vii) Partner will not encourage, aid, abet, authorize or permit any employee, affiliate, contractor, agent, representative or third party to do or attempt to do any of the foregoing.

2.3 Re-Sell Rights. Partner may, from time to time during the term of this Agreement, deliver or cause to be delivered Search Results on third party sites and/or networks, provided that Partner delivers to LookSmart written notice of any third parties (and any other identifying information LookSmart may reasonably request) proposed to be involved in such relationships at least ten (10) days prior to the beginning of such relationships. LookSmart may at any time, upon email notice to Partner, refuse to allow its Search Results to be distributed to proposed or previously approved third parties. Partner will in no event allow the redistribution of LookSmart Search Results outside of the United States.

3.1 Cost Per Click (CPC). Subject to the terms and conditions hereof, for any given calendar month, LookSmart will pay Partner *** for all valid Clicks generated by Partner, as recorded by LookSmart’s proprietary click tracking system, For each click, ***. LookSmart will determine the CPC bid and include it in the live feed sent in response to such query. LookSmart will have sole discretion to decide

Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.

the CPC bid for each search term, and such CPC bid may change frequently. Partner may use the CPC bid included in the live feed for its internal purposes, but the parties agree that all CPC bid amounts submitted by LookSmart are confidential information for internal use only, and shall not be posted on Partner’s web pages or disclosed to any third parties.

3.2 Payment and Reporting. Within 30 days after the end of each calendar month during the Term, LookSmart will deliver (a) payment pursuant to Section 3.1, and(b) a report describing Clicks generated and amounts payable to Partner for such calendar month. LookSmart agrees to provide a designated account manager and to use commercially reasonable efforts to provide additional reporting on no less than a weekly basis as reasonably requested by Partner.

3.3 Audit. Each party will maintain accurate records with respect to the calculation of all payments due under this Agreement. The other party (the “Examining Party” ) may, upon no less than 15 days prior written notice to the first party (the “Audited Party” ) and no more than once in any twelve month period, cause an independent auditor of nationally recognized standing to inspect the appropriate records of the audited party reasonably related to the calculation of such payments during the Audited Party’s normal business hours. Such examination will be undertaken in a manner reasonably calculated not to interfere with the Audited Party’s normal business operations. The fees charged by such auditor in connection with the inspection will be paid by the Examining Party, unless the auditor discovers an underpayment of greater than 10%, in which case the Audited Party will pay the reasonable fees of the auditor.

3.4 Invalid Clicks. LookSmart shall have no obligation to pay for clicks which are invalid as determined by its proprietary click tracking system. Invalid clicks may come as a result of but are not limited to clicks (i) generated via automated crawlers, robots or click generating scripts, (ii) (that an advertiser receives and rejects, (iii) that come as a result of auto-spawning of browsers, automated redirects, and clicks that are required for Users to navigate on the Partner Network, or (iv) that come as a result of any incentive such as cash, credits or loyalty points. LookSmart reserves the right to require Partner to provide server log files that include, but are not limited to, the daily number of clicks delivered to LookSmart. In the event that LookSmart determines that Partner has delivered invalid clicks during the term of this Agreement, LookSmart may terminate this Agreement upon five business days prior written notice to Partner.

4.1 Implementation of Search Results. Partner will query LookSmart’s servers for search queries on the Partner Network and will implement and display Search Results provided by LookSmart as set forth on Exhibit A . Partner will display/distribute LookSmart’s Search Results in a phased approach in the following locations:

Each location will be tracked separately.

4.2 Attribution; Look and Feel. Partner may provide attribution on pages displaying Search Results. The size and location of such attribution shall be at the parties’ mutual agreement. Other than as set forth herein, Partner shall control the look and feel of its search service.

Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.

5.1 Tracking and Serving. LookSmart will provide the following types of search results to Partner [check as applicable]:

5.2 Service Levels/Technical Support. LookSmart will use commercially reasonable efforts to provide the Service Levels and Technical Support in Exhibit B .

Neither party will make any public statement, press release or other announcement relating to the terms or existence of this Agreement without the prior written approval of the other, such approval not to be unreasonably withheld, conditioned or delayed, provided that either party may make such disclosures as may be, in its reasonable opinion of counsel, advisable in order to comply with a subpoena or other legal process or with applicable laws, regulations or securities exchange rules.

7.1 Proprietary Rights of LookSmart. LookSmart will retain all right, title and interest in and to the Search Results, the related databases and all associated intellectual property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, customer lists and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein).

7.2 Proprietary Rights of Partner. Other than the Search Results, Partner will retain all right, title, and interest in and to the Partner Network (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, customer lists and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein).

8.1 Term. The term of this Agreement (the “Term” ) will begin on the Effective Date and will end ***. The Agreement will then automatically renew for successive 6-month periods, unless either party gives written notice to the other party of its intention not to renew at least 60 days prior to the end of the then-current term or renewal term.

8.2 Termination. Either party may terminate this Agreement (a) at any time within the first 90 days after the Effective Date, provided that written notice of termination is delivered to the other party within such 90-day period, or (b) if the other party (i) materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following delivery of written notice to the breaching party of the breach, or (ii) is subject to voluntary or involuntary bankruptcy proceedings, insolvency, liquidation or otherwise substantially discontinues its business operations. After the initial 90 days after the launch date, either party may cancel this Agreement by providing the other party with 30-days written notice.

Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.

8.3 Effect of Termination. Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party hereto from any accrued liability (including payments as set forth in the following section) or liability for breach of such party’s obligations under this Agreement. Within thirty (30) days following the expiration or termination of this Agreement, each party will pay to the other party all sums, if any, due and owing as of the date of expiration or termination, net of any amounts due from the other party as of such date. Upon the expiration or termination of this Agreement for whatever reason, each party shall immediately cease to use the other party’s trademarks, proprietary information, Search Results, intellectual property (including derivative works, or modifications thereof) and Confidential Information in any manner whatsoever, and shall destroy or return (at the option of the other party), any such