PLEDGE AGREEMENT

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Exhibit 10.24

PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT , dated as of October 14, 2005 (together with all amendments, if any, from time to time hereto, this "Agreement") is among LOCAL MATTERS, INC. , a Delaware corporation ("Pledgor") and the parties listed on the signature pages hereto (each, a "Pledgee" and, collectively, the "Pledgees").

Witnesseth:

        Pledgor and Pledgees are parties to a Stock Purchase Agreement dated as of October 14, 2005 (the "Stock Purchase Agreement"). Pledgees collectively own one hundred percent (100%) of the outstanding capital stock of MyAreaGuide.com, Inc., a Nevada corporation ("MAG") (collectively the "MAG Shares"), and Online Web Marketing, Inc. a Utah corporation ("OLWM") (collectively the "OLWM Shares"). The MAG Shares and the OLWM Shares are collectively referred to as the "Target Shares" and MAG and OLWM are collectively referred to as the "Target Companies." Pursuant to the Stock Purchase Agreement, Pledgees will sell the Target Shares to Pledgor, and Pledgor will buy the Target Shares from Pledgees, on the terms and subject to the conditions set forth in the Stock Purchase Agreement. One of these conditions is that Pledgor deliver to Pledgees this Pledge Agreement executed by Pledgor pursuant to which the obligations of Pledgor under the Convertible Notes and the Cash Notes (as such terms are defined in the Stock Purchase Agreement) (collectively, the "Notes") will be secured by a first security interest in the Target Shares.

         NOW, THEREFORE , in order to induce Pledgees to accept the Notes and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Pledgor hereby represents, warrants, covenants and agrees as follows:

         1.    DEFINITIONS.     Unless otherwise defined herein, terms defined in the Stock Purchase Agreement or the Notes are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

        " Bankruptcy Code " means title 11, United States Code, as amended from time to time, and any successor statute thereto.

        " Escrow Agent " means Wells Fargo Bank, N.A.

        " Majority Pledgees " means any Pledgee or group of Pledgees holding greater than sixty percent (60%) of the outstanding and unpaid principal of the Notes.

        " Pledged Collateral " has the meaning assigned to such term in Section 2 hereof.

        " Pro Rata " means, as to any Pledgee at any time, the percentage equivalent at such time of such Pledgee's aggregate unpaid principal amount of the Notes, divided by the combined aggregate unpaid principal amount of all Notes of all Pledgees.

        " Secured Obligations " has the meaning assigned to such term in Section 3 hereof.

         2.    PLEDGE.     Pledgor hereby pledges to Pledgees, and grants to Pledgees, a first priority security interest in all of the following of such Pledgor (collectively, the "Pledged Collateral"):

         (a)    the Target Shares and the certificates representing the Target Shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Target Shares; and

         (b)    any additional shares of stock of a Target Company from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Target Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments

and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such stock.

         3.    SECURITY FOR OBLIGATIONS.     This Agreement secures, and the Pledged Collateral is security for, the obligation of Pledgor to repay the Pledgees all of the unpaid principal amount of, and accrued interest on (including any interest that accrues after the commencement of bankruptcy), the Notes (collectively, the "Secured Obligations").

         4.    DELIVERY OF TARGET SHARES.     All certificates evidencing the Target Shares shall be delivered to and held by or on behalf of Escrow Agent acting on behalf of Pledgees. All Target Shares shall be accompanied by duly executed stock powers endorsed in blank, all in form and substance satisfactory to Pledgees.

         5.    REPRESENTATIONS AND WARRANTIES.     Pledgor represents and warrants to Pledgees that:

         (a)    Pledgor is, and at the time of delivery of the Target Shares to Escrow Agent will be, the sole holder of record and the sole beneficial owner of the Target Shares free and clear of any lien thereon or affecting the title thereto, except for any lien created by this Agreement and any liens on the Target Shares existing on the date of this Agreement, including without limitation, those liens set forth on Schedule A attached hereto;

         (b)    this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability;

         (c)    no consent, approval, authorization or other order or other action by, and no notice to or filing with, any Governmental Body or any other Person is required (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the exercise by Pledgees of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally; and

         (d)    the pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid first priority lien on and a first priority perfected security interest in favor of Pledgees in the Pledged Collateral and the proceeds thereof, securing the payment of the Secured Obligations.

         6.    COVENANTS.     Unless the Majority Pledgees otherwise consent (which consent shall not be unreasonably withheld), Pledgor covenants and agrees that until the Secured Obligations have been indefeasibly paid in full:

         (a)    Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a lien in the Pledged Collateral;

         (b)    Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Majority Pledgees from time to time may reasonably request in order to ensure to Pledgees the benefits of the liens in and to the Pledged Collateral intended to be created by this Agreement;

         (c)    Pledgor has and will defend the title to the Pledged Collateral pledged by it hereunder and the liens of Pledgees in the Pledged Collateral against the claim of any Person and will maintain and preserve such liens; and

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         (d)    Pledgor will deliver all items described in Section 7(b) in accordance with the terms of Section 7(b).

         7.    PLEDGOR'S RIGHTS.     As long as no Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof:

         (a)    Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral pledged by it hereunder, or any part thereof for all purposes not inconsistent with the provisions of this Agreement;

         (b)     (i)     Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends paid in respect of the Target Shares other than dividends and other distributions paid or payable in cash in respect of any Target Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-capital of a Target Company; provided, however , that until actually paid all rights to such distributions shall remain subject to the lien created by this Agreement; and

         (ii)    all dividends (other than such cash dividends as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Target Shares, whenever paid or made, shall be delivered to Escrow Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Pledgees, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Escrow Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

         8.    DEFAULTS AND REMEDIES.     

         (a)    Upon the occurrence of an Event of Default and during the continuance of such Event of Default, upon the written consent of the Majority Pledgees, Pledgees (personally or through an agent) are hereby authorized and empowered to transfer and register in their name or in the name of their nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends and other distributions made thereon, to sell in one or more sales after ten (10) days' notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is commercially reasonable) the whole or any part of the Pledg