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Exhibit 10.16    
    


Spencer Trask Intellectual Capital Company LLC
  535 Madison Avenue, 18th Floor

New York, New York 10022 


April 14,
2005 


Information
Services Extended, Inc.

6301 Northwest Fifth Way, Suite 4000

Fort Lauderdale, Florida 33309-6186

Attn: Mr. Edgar Downs

    President and Chief Executive Officer 



Aptas, Inc.

1517 Blake Street, Suite 200

Denver, Colorado 80202

Attn: Mr. Perry Evans

    President and Chief Executive Officer 


Gentlemen: 


        The
undersigned, Spencer Trask Intellectual Capital Company, LLC ("STIC"), is entering into the Stock Purchase Agreement, dated as of April 14, 2005 (the "SPA"), by and among
Aptas, Inc. ("Aptas"), STIC and International Business Machines Corporation. As a result of the transactions contemplated by the SPA, Information Services Extended, Inc. ("ISx") will
become a wholly-owned subsidiary of Aptas. In consideration of the benefits to be derived by the undersigned from the consummation of the
transactions contemplated by the SPA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows: 


        1.     The
undersigned will provide a cash contribution facility (the "Fund") to ISx in the aggregate amount of up to $1,000,000. The Fund shall be used for  bona fide working capital purposes only and for no other
purpose. Following the earlier to occur of (i) December 31, 2005 and
(ii) the closing of an underwritten public offering of equity securities of Aptas, no further draws on the Fund shall be permitted. 



        2.     Requests
for draws from the Fund shall be submitted to the undersigned by Aptas, accompanied by a certificate executed by the disinterested members of the Board of
Directors of Aptas, confirming that ISx's cash balance is below $1,000,000. Requests for draws from the Fund shall be in increments of $100,000. 


        3.     Advance
requests made in accordance with paragraph 2 above will be honored by the undersigned by means of wire transfer to ISx within five
(5) business days of receipt thereof. In the event that the undersigned fails to make such wire transfer to ISx within such five (5) day period, Aptas shall have the right, as its
option and without foreclosing any other means of recourse, to setoff the amount not paid against STIC's Escrow Shares (as defined in the SPA), valued at $3.275 per share. 


        4.     All
amounts contributed to ISx by the undersigned pursuant to the Fund shall be treated as capital contributions to ISx, and not as a loan, equity investment or other
advance of funds. 


        5.     This
letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 



        6.     This
letter agreement may not be amended except in a writing signed by STIC and Aptas. 










        If
the foregoing terms are acceptable to you, please indicate your acceptance thereof in the space provided below. 



	

Very truly yours,	
 	

 
	

Spencer Trask Intellectual Capital Company LLC	
 	

 
	

/s/  KEVIN B. KIMBERLIN      
 Kevin B. Kimberlin

Non-Member Manager	
 	

 
	

Agreed to and accepted this 14th day of April, 2005	
 	

 
	

INFORMATION SERVICES EXTENDED, INC.	
 	

 
	

By:	
 	

/s/  EDGAR DOWNS      
 Name: Edgar Downs

Title: President and Chief Executive Officer	
 	

 
	

APTAS, INC.	
 	

 
	

By:	
 	

/s/  PERRY EVANS      
 Name: Perry Evans

Title: President and Chief Executive Officer	
 	

 










Spencer Trask Intellectual Capital Company LLC
  535 Madison Avenue, 18th Floor

New York, New York 10022 


December 30,
2005 


Information
Services Extended, Inc.

6301 Northwest Fifth Way, Suite 4000

Fort Lauderdale, Florida 33309-6186

Attn: Chief Executive Officer 


Local
Matters, Inc.

1221 Auraria Parkway

Denver, Colorado 80204

Attn: Mr. Perry Evans

    President and Chief Executive Officer 


Ladies
and Gentlemen: 


        The
undersigned, Spencer Trask Intellectual Capital Company, LLC ("STIC"), entered into the Stock Purchase Agreement, dated as of
April 14, 2005, by and among Local Matters, Inc. (f/k/a Aptas, Inc.) ("LMI"), STIC and International Business Machines Corporation
("IBM"), pursuant to which LMI acquired all the issued and outstanding shares of capital stock of Information Services Extended, Inc.
("ISx") (the "Transaction"). In connection with the Transaction, STIC delivered to ISx and LMI a letter
agreement (the "Cash Support Agreement") dated April 14, 2005, pursuant to which STIC agreed to provide a cash contribution facility to ISx. On
or around December 20, 2005, LMI exercised its right to rescind the Transaction pursuant to Section 1.2 of that certain Rescission Agreement, entered into by and among LMI, STIC, and IBM
on April 14, 2005 (the "Rescission Agreement"), by delivering notice to STIC of its intent to rescind the Transaction
("Notice of Rescission"). On or around December 28, 2005, LMI agreed to rescind the Notice of Rescission. 


        In
consideration of the benefits to be derived by the undersigned from the rescission of the Notice of Rescission, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree to amend the Cash Support Agreement as follows: 


        Paragraph 1
shall be amended and restated in its entirety as follows: 


        1.     The
undersigned will provide a cash contribution facility (the "Fund") to ISx in the aggregate amount of up to $1,000,000. The Fund shall be used for  bona fide working capital purposes only and for no other
purpose. Following the earlier to occur of (i) June 30, 2006 and (ii) the
closing of an underwritten public offering of equity securities of Aptas, no further draws on the Fund shall be permitted. 



        All
other provisions of the Cash Support Agreement shall continue in full force and effect. 


[Remainder of Page Intentionally Left Blank]








        If
the foregoing terms are acceptable to you, please indicate your acceptance thereof in the space provided below. 



	

Very truly yours,	
 	

 
	

Spencer Trask Intellectual Capital Company LLC	
 	

 
	

/s/  BRUNO LERER      
 By: Bruno Lerer	
 	

 
	

Agreed to and accepted this    day of December, 2005	
 	

 
	

INFORMATION SERVICES EXTENDED, INC.	
 	

 
	

By:	
 	

/s/  ERNEST J. SAMPIAS      
 Name: Ernest J. Sampias

Title: Treasurer	
 	

 
	

LOCAL MATTERS, INC.	
 	

 
	

By:	
 	

/s/  PERRY EVANS      
 Name: Perry Evans

Title: President and Chief Executive Officer	
 	

 




[Amended Cash Support Agreement]











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Exhibit 10.16