SECURITY AGREEMENT

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Exhibit 10.23

SECURITY AGREEMENT

         THIS SECURITY AGREEMENT dated as of October 14, 2005 (" Security Agreement "), is made by and among ONLINE WEB MARKETING, INC. , a Utah corporation (" Grantor "), and the secured parties listed on the signature pages hereto (each, a " Secured Party " and, collectively, the " Secured Parties ").

RECITALS

         LOCAL MATTERS, INC. , a Delaware corporation (" Purchaser "), and Secured Parties are parties to a Stock Purchase Agreement dated as of October 14, 2005 (the " Stock Purchase Agreement "). Secured Parties collectively own one hundred percent (100%) of the outstanding capital stock of Grantor (collectively, the " Grantor Shares "). Pursuant to the Stock Purchase Agreement, Secured Parties will sell the Grantor Shares to Purchaser, and the Purchaser will buy the Grantor Shares from Secured Parties, on the terms and subject to the conditions set forth in the Stock Purchase Agreement. One of these conditions is that Purchaser deliver to Secured Parties this Security Agreement executed by Grantor pursuant to which the obligations of Purchaser 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 tangible and intangible assets of Grantor, including without limitation, the Intellectual Property and Contracts (as such terms are defined in the Stock Purchase Agreement) of Grantor.

AGREEMENT

         NOW, THEREFORE , in order to induce the Secured Parties 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, Grantor hereby represents, warrants, covenants and agrees as follows:

         1.    DEFINED TERMS.     When used in this Security Agreement the following terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

        " Bankruptcy Code " means Title XI of the United States Code.

        " Collateral " shall have the meaning assigned to such term in Section 2 of this Security Agreement.

        " Contracts " shall have the meaning assigned to such term in the Stock Purchase Agreement.

        " Copyright License " means any agreement, whether in written or electronic form, in which Grantor now holds or hereafter acquires any interest, granting any right in or to any Copyright or Copyright registration (whether Grantor is the licensee or the licensor thereunder) including, without limitation, licenses pursuant to which Grantor has obtained the exclusive right to use a copyright owned by a third party.

        " Copyrights " means all of the following now owned or hereafter acquired or created (as a work for hire for the benefit of Grantor) by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest, in whole or in part: (a) all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof or any other country; (b) registrations, applications, recordings and proceedings in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country; (c) any continuations, renewals or extensions thereof; (d) any registrations to be issued in any pending applications, and shall include any right or interest in and to work protectable by any of the foregoing which are presently or in the future owned, created or authorized (as a work for hire for the benefit of Grantor) or acquired by Grantor, in whole or in part; (e) prior versions of works covered by copyright and all works based upon, derived from or incorporating such works; (f) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to copyrights, including, without limitation, damages, claims and recoveries for past, present or future infringement; (g) rights to sue for past,

present and future infringements of any copyright; and (h) any other rights corresponding to any of the foregoing rights throughout the world.

        " Event of Default " means any "Event of Default" as defined in the Notes.

        " Intellectual Property " shall have the meaning assigned to such term in the Stock Purchase Agreement.

        " License " means any Copyright License, Patent License, Trademark License or other license of rights or interests, whether in-bound or out-bound, whether in written or electronic form, now or hereafter owned or acquired or received by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest, and shall include any renewals or extensions of any of the foregoing thereof.

        " Lien " means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

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

        " Patent License " means any agreement, whether in written or electronic form, in which Grantor now holds or hereafter acquires any interest, granting any right with respect to any invention on which a Patent is in existence (whether Grantor is the licensee or the licensor thereunder).

        " Patents " means all of the following in which Grantor now holds or hereafter acquires any interest: (a) all letters patent of the United States or any other country, all registrations and recordings thereof and all applications for letters patent of the United States or any other country, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country; (b) all reissues, divisions, continuations, renewals, continuations-in-part or extensions thereof; (c) all petty patents, divisionals and patents of addition; (d) all patents to issue in any such applications; (e) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to patents, including, without limitation, damages, claims and recoveries for past, present or future infringement; and (f) rights to sue for past, present and future infringements of any patent.

        " Permitted Lien " means: (a) any Liens on any assets of Grantor existing on the date of this Security Agreement, including without limitation, those Liens set forth on Schedule A attached hereto; (b) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings so long as any foreclosure on the Collateral is stayed; (c) Liens (i) upon or in any Equipment acquired or held by Grantor to secure the purchase price of such Equipment or indebtedness (including capital leases) incurred solely for the purpose of financing the acquisition of such Equipment or (ii) existing on such Equipment at the time of its acquisition, provided that in either case the Lien is confined solely to the Equipment so acquired, improvements thereon and the Proceeds of such Equipment; (d) leases or subleases and licenses or sublicenses granted to others in the ordinary course of Grantor's business; (e) any right, title or interest of a licensor under a license; (f) Liens arising from judgments, decrees or attachments that have been stayed or bonded within fifteen (15) days after notice thereof; (g) easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering in any material respect with the ordinary conduct of the business of Grantor; (h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (j) Liens in favor of a securities intermediary pursuant to such securities intermediary's customary customer account agreement; provided that any such Liens shall at no time secure any indebtedness or

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obligations other than customary fees and charges payable to such securities intermediary; (k) the claims or demands of landlords, carriers, warehousemen, mechanics, laborers, materialmen, and other like persons arising by operation of law in the ordinary course of business, either not delinquent or being contested in good faith by appropriate proceedings so long as any foreclosure on the Collateral is stayed; (l) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; and (m) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds, and other obligations of like nature (but not securing debt for borrowed money or the deferred purchase price of property), in each case in the ordinary course of business.

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

        " Secured Obligations " means the obligation of Purchaser to repay the Secured Parties all of the unpaid principal amount of, and accrued interest on (including any interest that accrues after the commencement of bankruptcy), the Notes.

        " Security Agreement " means this Security Agreement and all Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated.

        " Trademark License " means any agreement, whether in written or electronic form, in which Grantor now holds or hereafter acquires any interest, granting any right in and to any Trademark or Trademark registration (whether Grantor is the licensee or the licensor thereunder).

        " Trademarks " means any of the following in which Grantor now holds or hereafter acquires any interest: (a) any trademarks, tradenames, corporate names, company names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof and any applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country (collectively, the " Marks "); (b) any reissues, extensions or renewals thereof; (c) the goodwill of the business symbolized by or associated with the Marks; (d) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to the Marks, including, without limitation, damages, claims and recoveries for past, present or future infringement; and (e) rights to sue for past, present and future infringements of the Marks.

        " UCC " means the Uniform Commercial Code as the same may from time to time be in effect in the State of Colorado (and each reference in this Security Agreement to an Article thereof shall refer to that Article as from time to time in effect); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Secured Parties' security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Colorado, the term " UCC " shall mean the Uniform Commercial Code (including the Articles thereof) as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

        In addition, the following terms shall be defined terms having the meaning set forth for such terms in the UCC: "Account," "Account Debtor," "Chattel Paper," "Commercial Tort Claims," "Commodity Account," "Deposit Account," "Documents," "Equipment," "Fixtures," "General Intangible," "Goods," "Instrument," "Inventory," "Investment Property," "Letter-of-Credit Right," "Money," "Payment Intangibles," "Proceeds," "Promissory Notes," "Securities Account," and "Supporting Obligations."

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Each of the foregoing defined terms shall include all of such items now owned, or hereafter acquired, by Grantor.

         2.    GRANT OF SECURITY INTEREST.     As collateral security for the full, prompt, complete and final payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all the Secured Obligations and in order to induce the Secured Parties to cause the Loans to be made, Grantor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Secured Parties, and hereby grants to the Secured Parties, a security interest in all of Grantor's right, title and interest in, to and under the following, whether now owned or hereafter acquired, (all of which being collectively referred to herein as the " Collateral "):

         (a)    All Accounts of Grantor;

         (b)    All Chattel Paper of Grantor;

         (c)    The Commercial Tort Claims of Grantor more particularly described on Schedule B attached hereto;

         (d)    All Commodity Accounts of Grantor;

         (e)    All Contracts of Grantor;

         (f)     All Deposit Accounts of Grantor;

         (g)    All Documents of Grantor;

         (h)    All General Intangibles of Grantor, including without limitation, Intellectual Property, and to the extent not already included therein, Copyrights, Patents, Trademarks, and Licenses, and Payment Intangibles;

         (i)     All Goods of Grantor , including, without limitation, Equipment, Inventory, and Fixtures;

         (j)     All Instruments of Grantor, including, without limitation, Promissory Notes;

         (k)    All Investment Property of Grantor;

         (l)     All Letter-of Credit Rights of Grantor;

         (m)   All Money of Grantor;

         (n)    All Securities Accounts of Grantor;

         (o)    All Supporting Obligations of Grantor;

         (p)    All property of Grantor held by any Secured Party, or any other party for whom any Secured Party is acting as agent, including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to any Secured Party or such other party for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of Grantor, or as to which Grantor may have any right or power;

         (q)    All other goods and personal property of Grantor, wherever located, whether tangible or intangible, and whether now owned or hereafter acquired, existing, leased or consigned by or to Grantor; and

         (r)    To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for and rents, profits and products of each of the foregoing.

        Notwithstanding the foregoing provisions of this Section 2 , the grant, assignment and transfer of a security interest as provided herein shall not extend to, and the term " Collateral " shall not include: (a) "intent-to-use" trademarks at all times prior to the first use thereof, whether by the actual use

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thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise or (b) any Account, Chattel Paper, General Intangible or Promissory Note in which Grantor has any right, title or interest if and to the extent such Account, Chattel Paper, General Intangible or Promissory Note includes a provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of Grantor therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such Account, Chattel Paper, General Intangible or Promissory Note to enforce any remedy with respect thereto; provided that the foregoing exclusion shall not apply if (i) such prohibition has been waived or such other person has otherwise consented to the creation hereunder of a security interest in such Account, Chattel Paper, General Intangible or Promissory Note or (ii) such prohibition would be rendered ineffective pursuant to Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC, as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity); provided further that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Grantor shall be deemed to have granted on the date hereof a security interest in, all its rights, title and interests in and to such Account, Chattel Paper, General Intangible or Promissory Note as if such provision had never been in effect; and provided further that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect any Secured Party's unconditional continuing security interest in and to all rights, title and interests of Grantor in or to any payment obligations or other rights to receive monies due or to become due under any such Account, Chattel Paper, General Intangible or Promissory Note and in any such monies and other proceeds of such Account, Chattel Paper, General Intangible or Promissory Note.

        If Grantor shall at any time acquire a Commercial Tort Claim, Grantor shall immediately notify Secured Parties in a writing signed by Grantor of the brief details thereof and grant to Secured Parties in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Parties.

         3.    RIGHTS OF SECURED PARTIES; COLLECTION OF ACCOUNTS.     

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