VOTING PROXY AGREEMENT

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Exhibit 10.19

VOTING PROXY AGREEMENT

        This Voting Proxy Agreement (this " Agreement ") is made and entered into as of December 30, 2005 by and among Spencer Trask Ventures, Inc. (" Spencer Trask Ventures "), Spencer Trask Software, LLC (" Spencer Trask Software "), Spencer Trask Investment Partners, LLC (" STIP "), Spencer Trask Intellectual Capital Company LLC (" STICC "), and Spencer Trask Media and Communications Group LLC (" STMCG "), Yelo Partners I, LLC and Yelo Partners II, LLC (collectively, " Yelo " and together with Spencer Trask Ventures, Spencer Trask Software, STIP, STICC and STMCG, the " ST Entities "), and Local Matters, Inc. (the " Company "). Capitalized terms used but not defined herein have the definitions ascribed to such terms in the IRA (as defined below).

RECITALS

        A.    The ST Entities and the Company are parties to that certain Third Amended and Restated Investor Rights Agreement, dated October 14, 2005, by and among the Company and the Shareholders (the " IRA ").

        B.    Section 3 of the IRA sets forth the obligations of the parties thereto to vote the Equity Securities held by such Shareholders (the " Voting Provisions ").

        C.    The parties hereto wish to establish a voting proxy to enforce the Voting Provisions.

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and as an inducement to LMI to rescind the Notice of Rescission delivered to STICC on or about December 20, 2005, the parties hereto agree as follows:

        1.     Each of the ST Entities hereby grants to the Company an irrevocable proxy to vote any and all shares of the Company owned by such ST Entity (beneficially or of record), and to take such other actions to the extent necessary to carry out the intent of the Voting Provisions, in the event of any breach by any ST Entity of its obligations pursuant to the Voting Provisions. The foregoing grant of a proxy shall be coupled with an interest in such shares and shall be irrevocable.

        2.     Notwithstanding Section 1 above, each ST Entity may vote such Equity Securities at all times unless and until there is (a) a breach of the Voting Provisions, or (b) a solicitation or other attempt on the part of any one or more ST Entity to terminate such IRA (or the Voting Provisions) without the written consent of the Company.

        3.     The voting proxy granted hereby shall terminate and be of no further force or effect upon the earliest of (a) the effective date of an IPO, (b) the termination of the Voting Provisions in a manner not in breach of the IRA, or (c) with respect to any ST Entity, upon the written agreement of the Company and any such ST Entity. The voting proxy granted hereby shall be binding on the successors and assigns of the ST Entities and shall inure to the benefit of the Company and its successors and assigns. The voting proxy granted hereby is a prerequisite to the rescission of the Rescission Notice, and is given as a material inducement thereto.

        4.     Any notice given pursuant to this agreement shall be sent via first class U.S. mail return receipt requested or by reputable overnight courier, as follows:

        (a)   if to LMI:

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