<PAGE>

LookSmart Ltd
625 Second Street
San Francisco
CA 94107
USA

                                                                 7 December 2001



Dear Sirs,



We refer to a loan facility letter from us, Transceptgate Limited, a company
incorporated in the Isle of Man and having a registered office at 2nd Floor,
10-12 Prospect Hill, Douglas, Isle of Man, IM1 1ES ("Transceptgate"), addressed
to you, LookSmart Limited (the "Borrower") dated 15 February 2000 (as accepted
by the Borrower) (the "Existing Facility Agreement") and various arrangements
relating to it and referred to therein, namely:

(a)  a loan conversion agreement between the Borrower and Transceptgate dated 15
     February 2000 (the "Loan Conversion Agreement");

(b)  an escrow agreement among Transceptgate, the Borrower, LookSmart
     (Barbados), Inc ("LOOK") and The Pacific Bank, National Association (now
     known as City National Bank) dated 15 February 2000 (the "Existing Escrow
     Agreement");

(c)  a share charge between LOOK and Transceptgate dated 15 February 2000 (the
     "Existing Share Charge"); and

(d)  a joint venture agreement between Transceptgate, the Borrower, LOOK, BT
     LookSmart, Ltd ("BT LookSmart") and British Telecommunications Plc ("BT")
     dated 15 February 2000 (the "JVA").

Transceptgate shall make a term loan facility of up to US Dollars $34,980,457.65
(the "New Facility") available to the Borrower on the terms and conditions set
out in this letter.

                                       1

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1.       Definitions

1.1      In this letter "this Agreement" means this letter as accepted by the
         Borrower and LOOK:

          "Advance"               Means an advance under the New Facility made
                                  or to be made in accordance with the terms of
                                  this Agreement, being as the context requires
                                  the "Repayment Advance" or the "New Escrow
                                  Advance", and includes where the context
                                  requires accrued interest thereon;

         "Amendment to JVA"       Means the agreement dated on or about the date
                                  on which this letter is accepted by the
                                  Borrower reflecting the amendments to the JVA
                                  in the Letter of Intent signed by BT,
                                  Transceptgate and the Borrower dated 25
                                  October 2001;

         "Banking Day"            Means a day on which dealings in deposits of
                                  US Dollars are carried on in the London
                                  Interbank Market;

         "BT Group"               Means BT, any subsidiary of BT, any holding
                                  company of BT and any subsidiary of any such
                                  holding company;

         "Default"                Means any event which, with the giving of
                                  notice, lapse of time, determination of
                                  materiality or satisfaction of any other
                                  condition (or any combination of the same)
                                  could constitute an Event of Default;

         "Encumbrance"            Means any mortgage, charge (whether fixed or
                                  floating), pledge, lien, hypothecation,
                                  assignment by way of security, security
                                  interest or other encumbrance of any kind but
                                  does not include liens arising in the ordinary
                                  course of trading by operation of law and not
                                  by way of contract;

         "Escrow Agent"           Means the agent appointed as escrow agent from
                                  time to time pursuant to the terms of the New
                                  Escrow Agreement, being as at the date of this
                                  letter City National Bank (formerly known as
                                  The Pacific Bank, National Association);

         "Event of Default"       Means any of the events or circumstances set
                                  out in Schedule 1;

         "Indebtedness"           Means any obligation for the payment or
                                  repayment of

                                       2

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                                  money, whether as principal or as surety and
                                  whether present or future, actual or
                                  contingent;

         "Interest Payment Date"  Means the last Banking Day of each quarter;

         "Loan"                   Means the aggregate principal amount from
                                  time to time borrowed and outstanding under
                                  the New Facility (being for the avoidance of
                                  doubt the Repayment Advance and the New Escrow
                                  Advance) and the interest accrued thereon up
                                  to the date of this Agreement;

         "New Escrow Advance"     Means an advance released to LOOK from time to
                                  time pursuant to the terms of the New Escrow
                                  Agreement;

         "New Escrow Agreement"   Means the agreement dated on or about the date
                                  on which this letter is accepted by the
                                  Borrower pursuant to which the Borrower
                                  deposits in an escrow account held with the
                                  Escrow Agent the New Escrow Advance for
                                  application in accordance with the terms of
                                  the New Escrow Agreement;

         "New Share Charge"       Means the instrument pursuant to which LOOK
                                  charges in favour of Transceptgate the Shares,
                                  which instrument shall be in a form and
                                  substance satisfactory to Transceptgate,
                                  together with the original share certificates
                                  representing all such shares and instruments
                                  of transfer in respect of all such shares
                                  executed in blank;

         "Repayment Date"         Has the meaning stated in Clause 6.2;

         "Security Documents"     Means the New Share Charge and the New Escrow
                                  Agreement;


         "Share Subscription      Means any day on which LOOK subscribes for
         Date"                    Shares;

         "Shares"                 Means all the shares purchased by LOOK from
                                  time to time in accordance with the terms of
                                  the JVA in the share capital of BT LookSmart;

         "Subsidiary"             Means:
                                  (a)       a subsidiary within the meaning of
                                            Section 736 of the Companies Act
                                            1985 as amended

                                       3

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                                            by Section 144 of the Companies Act
                                            1989; and

                                      (b)   unless the context otherwise
                                            requires, a subsidiary undertaking
                                            within the meaning of Section 21 of
                                            the Companies Act 1989;

         "US Dollars" or "US$"    Means the lawful currency of the United States
                                  of America.

1.2      In this Agreement, a reference to a document, agreement or deed shall
         be construed as a reference to that document, agreement or deed as the
         same may be amended, replaced, supplemented or novated from time to
         time and any reference to any statute, statutory instrument or other
         rule or regulations is a reference to the same as it may from time to
         time be amended, consolidated, re-enacted or extended. In addition, any
         reference to a party shall include references to that party's
         successors and lawful assigns.

2.       Termination of Previous Arrangements

2.1      Transceptgate and the Borrower hereby agree that upon acceptance by the
         Borrower, LOOK and the Escrow Agent of this letter:

         (a)      all monies standing to the credit of the Existing Escrow
                  Agreement amounting, as at the date of acceptance by the
                  Borrower of this letter, to US$ 39,796,780 (the "Drawn But
                  Returned Amount") shall be paid to Transceptgate and such
                  payment shall effect a corresponding reduction in the
                  repayment obligation of the Borrower under the Existing
                  Facility Agreement;

         (b)      no further drawing shall be permitted by the Borrower under
                  the Existing Facility Agreement;

         (c)      the Existing Escrow Agreement and the Loan Conversion
                  Agreement shall be terminated and each of the parties thereto
                  shall be discharged from their respective obligations
                  thereunder for all purposes;

         (d)      the Existing Share Charge shall be discharged; and

         (e)      following the making of the Repayment Advance (as defined in
                  Clause 4.1(a)) under the New Facility in accordance with
                  Clause 4.1 of this Agreement in refinancing:

                  (i)     the principal amount outstanding under the Existing
                          Facility Agreement (namely US$10,203,220);
                  (ii)    all interest on such principal amount and the Drawn
                          But Returned Amount accrued as at such date amounting
                          in aggregate to US$19,527,237.65; and
                  (iii)   the Drawn But Returned Amount amounting in aggregate
                          to US$39,796,780,

<PAGE>

              the Existing Facility Agreement shall be terminated and each of
              the parties thereto shall be discharged from their obligations
              thereunder for all purposes.

       LOOK and the Escrow Agent are to countersign this letter by way of
       confirmation of their agreement and acknowledgement of the termination of
       the agreements referred to above to which they are party.

3.     Purpose of the New Facility

3.1    The New Facility shall comprise a combination of:

       (a)    monies advanced to the Borrower and currently outstanding under
              the Existing Facility Agreement; and

       (b)    new monies to be advanced in accordance with Clause 4.1(b).

3.2    The New Facility is to be used strictly for the two purposes described
       below:

       (a)    the  refinancing  of all amounts  outstanding  under the Existing
              Facility Agreement (as regards the Repayment Advance (as defined
              in Clause 4.1(a)); and

       (b)    for application in or towards meeting all or part of LOOK's
              funding obligations in respect of BT LookSmart as described in the
              JVA (as regards the New Escrow Advance (as defined in Clause
              4.1(b)).

4.     Operation of the New Facility

4.1    The New Facility shall be drawn in two Advances:

       (a)    one Advance (the "Repayment Advance") shall be the amount of
              US$29,730,457.65 (comprising US$19,527,237.65 accrued interest and
              US$10,203,220 cumulative draw downs) which is required to
              refinance all amounts outstanding under the Existing Facility
              Agreement as at the date of the Borrower's acceptance of this
              letter. By its acceptance of this letter, the Borrower requests
              that the Repayment Advance be advanced to it (and applied in
              accordance with this sentence) on the date of such acceptance or,
              if later, the date on which Transceptgate confirms that it is
              satisfied that all conditions precedent referred to in Schedule 2
              to this letter have been fulfilled unconditionally, and hereby
              irrevocably authorises and instructs Transceptgate to apply the
              proceeds of the Repayment Advance in repayment of all amounts
              outstanding under the Existing Facility Agreement; and

       (b)    the other Advance (the "New Escrow Advance") shall be in the
              amount of US$5,250,000 and shall be credited in full to the New
              Escrow

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              Account (as defined below) in accordance with this Clause 4, and
              the Borrower hereby irrevocably authorises and instructs
              Transceptgate to pay the New Escrow Advance into the New Escrow
              Account promptly following the acceptance of this letter by the
              Borrower.

4.2    Transceptgate shall deposit the New Escrow Advance in an escrow account
       (the "New Escrow Account") to be opened, held and operated pursuant to
       the terms of the New Escrow Agreement. The New Escrow Agreement shall
       contain terms substantially similar to those contained in the Existing
       Escrow Agreement.

4.3    From the New Escrow Account, the Borrower may authorise and instruct the
       Escrow Agent to apply the proceeds of the New Escrow Advance held in the
       New Escrow Account in settlement of obligations of LOOK to provide
       funding to, and invest in, BT LookSmart under and in accordance with the
       terms of the JVA and the New Escrow Agreement.

5.     Interest and Charges

       Interest shall accrue on the amount of the Loan from time to time
       outstanding at the rate of 15% per annum. Such interest shall accrue from
       day to day by reference to a year of 360 days and shall be applied to the
       Loan at each twelve-month anniversary of the acceptance of this letter
       and on the Repayment Date.

6.     Repayment and Prepayment

6.1    The Loan shall be repaid, and all interest accrued thereon and any other
       amounts outstanding under this Agreement shall be paid, on the Repayment
       Date.

6.2    The Repayment Date shall be the first to occur of the following:

       (a)    31 March 2003;

       (b)    the date on which the Loan becomes repayable pursuant to Clause
              13;

       (c)    the date on which LOOK ceases to be a shareholder in BT Looksmart;
              and

       (d)    the date on which Transceptgate ceases to be a shareholder in BT
              Looksmart as a result of a call made by LOOK under the exit
              provisions in the Amendment to JVA.

                                       6

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6.3    The Loan may be prepaid (in whole or in part, provided that any such part
       must be at least US$ 1,000,000) on an Interest Payment Date provided that
       Transceptgate is given not less than 10 (ten) Banking Days' written
       notice of the intended prepayment. No amount prepaid may be redrawn.

6.4    Any funds remaining in the New Escrow Account pursuant to the New Escrow
       Agreement on the Repayment Date shall be transferred by the Escrow Agent
       to Transceptgate and will be credited by Transceptgate towards
       satisfaction of any sum then due and payable from the Borrower under this
       Agreement.

7.     Fees and Expenses

7.1    The Borrower shall pay to Transceptgate (or an associated company of
       Transceptgate as Transceptgate may specify) on demand:


       (a)    fifty per cent of the reasonable and fully-documented expenses
              (including legal and out-of-pocket expenses) incurred by
              Transceptgate or BT in connection with the instruction of its
              English, US, Barbados and Bermudan lawyers for the purposes of the
              negotiation, preparation and execution of this Agreementand the
              Security Documents, any amendment to or extension of, or the
              granting of any waiver or consent under, or in respect of this
              Agreement or any of the Security Documents; and

       (b)    all expenses (including legal and out-of-pocket expenses)
              reasonably incurred by Transceptgate in contemplation of, or
              otherwise in connection with, the enforcement of any rights under
              this Agreement and/or the Security Documents together with
              interest at the rate referred to in Clause 5 from the date on
              which such expenses were incurred to the date of payment (as well
              after as before judgment or the insolvency or bankruptcy of the
              Borrower).

7.2    All expenses payable pursuant to this Clause 7 shall be paid together
       with Value Added Tax (if any) thereon.

8.     Payments

8.1    If any period would end or payment would fall due under this Agreement on
       a day which is not a Banking Day, the period (or the date for payment)
       shall be extended to the next succeeding Banking Day, unless such next
       succeeding Banking Day falls in the next calendar month in which case the
       period shall be shortened (or the payment date advanced) to end on the
       immediately preceding Banking Day. Where a period or date for payment is
       altered under this clause, interest (and any other payment accruing from
       day to day) shall be re-calculated accordingly.

8.2    The Borrower will pay interest on any moneys due and unpaid, from the due
       date to actual payment (as well after as before judgment or the
       insolvency or bankruptcy of the Borrower) at 15% per annum so long as the
       default continues.

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       Such interest shall accrue from day to day and be compounded at each
       twelve-month anniversary of the date of this Agreement.

8.3    Transceptgate may apply any credit balance held by it to which the
       Borrower is entitled on any account of the Borrower with Transceptgate in
       or towards satisfaction of any sum then due and payable from the Borrower
       hereunder. For this purpose, Transceptgate is authorised to purchase with
       the moneys standing to the credit of such account such other currencies
       as may be necessary to effect such application.

8.4    The Borrower shall indemnify Transceptgate against any reasonable loss or
       expense that Transceptgate shall incur or sustain in consequence of:

       (a)    any default in payment by the Borrower of any sum when due under
              this Agreement;

       (b)    the occurrence of any Event of Default; or

       (c)    any prepayment of any Advance or part thereof other than on an
              Interest Payment Date therefor in accordance with Clause 6.

9.     Representations and Warranties

9.1    By its acceptance of this letter, each of the Borrower and LOOK
       respectively represents and warrants to Transceptgate that:

       (a)    the execution and, delivery of, and the performance of its
              obligations under, this Agreement and the Security Documents to
              which it is party will not (i) contravene any existing law,
              regulation or authorisation to which it is subject, or (ii) result
              in any breach of or default under any agreement or other
              instrument to which it is a party or is subject and this Agreement
              and the Security Documents to which it is party constitutes valid
              and legally binding obligations of the Borrower and LOOK
              enforceable in accordance with its respective terms;

       (b)    no litigation or arbitration is taking place, pending or, to the
              best of its knowledge, threatened against it or any of its assets
              that has had or is likely to have a material adverse effect on it;
              and

       (c)    no Default has occurred and is continuing.

10.    Undertakings

10.1   By its acceptance of this letter, each of the Borrower and LOOK
       respectively undertakes with Transceptgate that (save with the prior
       written consent of Transceptgate) for so long as any monies remain
       outstanding under the New Facility:

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<PAGE>

     (a)  it shall procure that the Advances are utilised for the purpose only
          of purchasing the Shares and immediately upon the issue of any Shares
          funded by either Advance or any part thereof it shall procure that
          LOOK transfers the Shares to Transceptgate pursuant to the terms of
          the New Share Charge;

     (b)  LOOK will not create or allow to exist any Encumbrance over any of its
          present or future assets, rights or revenues;

     (c)  the Borrower will not create or allow to exist any Encumbrance over
          any of its present or future assets, rights or revenues otherwise than
          in the ordinary course of its business (and for the avoidance of
          doubt, the ordinary course of the Borrower's business shall include
          investing in, buying and selling assets, goodwill and shares in other
          corporate entities);

     (d)  LOOK will not enter into any guarantee, indemnity or like agreement to
          answer for the obligations or default of any person;


     (e)  the Borrower will not enter into any guarantee, indemnity or like
          agreement to answer for the obligations or default of any person other
          than a Subsidiary of the Borrower or otherwise in the ordinary course
          of its business (and for the avoidance of doubt, the ordinary course
          of the Borrower's business shall include investing in, buying and
          selling assets, goodwill and shares in other corporate entities); and

     (f)  the Borrower and LOOK will not, whether by one or a series of
          transactions related or not, sell, transfer, lend or otherwise dispose
          of or cease to exercise direct control over any part of their
          respective present or future assets or revenues otherwise than by
          transfers, sales or disposals of assets made for full consideration in
          the ordinary course of its respective business.

11.  Information

11.1 By acceptance of this letter, each of the Borrower and LOOK respectively
     undertakes with Transceptgate that and for so long as any moneys remain
     outstanding under the New Facility:

     (a)  it will inform Transceptgate of any Default forthwith upon becoming
          aware thereof; and

     (b)  it will provide Transceptgate with such financial and other
          information concerning its respective financial affairs as
          Transceptgate may require no less than six monthly save that nothing
          in this sub-clause shall require the Borrower to disclose market
          sensitive information.

12.  Conditions

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<PAGE>

12.1 Transceptgate shall not be obliged to make any Advance under this Agreement
     unless within seven (7) days after the date of acceptance by the Borrower
     and LOOK of this letter, it shall have received the Security Documents duly
     executed by the parties thereto and the Amendment to JVA duly executed by
     the parties thereto on the terms set out in Schedule 2 in accordance with
     all its terms both in form and substance satisfactory to Transceptgate.

12.2 The obligation of Transceptgate to make either Advance under this Agreement
     is subject to the further conditions that, at the time of the proposed date
     for the making of the relevant Advance:

     (a)  each of the representations and warranties set out in Clause 9 is true
          and correct as if each was made with respect to the facts and
          circumstances existing at such time; and

     (b)  no Default shall have occurred and be continuing or would result from
          the making of the Advance.

13.  Events of Default

     Transceptgate may, without prejudice to its other rights hereunder,
     terminate its obligation to make the New Facility available, declare some
     or all of either Advance together with all accrued interest and other
     moneys payable hereunder immediately repayable or, as the case may be,
     payable at any time after any Event of Default shall have occurred (so long
     as the same is continuing). The Borrower shall repay or, as the case may
     be, pay any moneys declared repayable or payable under this Clause 13
     forthwith on such declaration being made. Provided that the sole recourse
     of Transceptgate for an Event of Default by the Borrower and/or LOOK
     hereunder shall be by the exercise of its rights under the terms of any one
     or more of the Security Documents.

14.  Notices

14.1 Every notice under this letter shall be in writing and may be given or made
     by airmail or courier post or facsimile to the Borrower, LOOK or
     Transceptgate at their respective addresses and facsimile numbers given
     below. Notices shall be effective only upon actual receipt or when mailed
     by registered, certified or courier mail, return receipt requested.

14.2 The address and facsimile number of LOOK are:

     LookSmart (Barbados) Inc.
     KPMG Corporate Services
     Suite 201, Building #1
     Chelston Park, Culloden Road
     St. Michael, Barbados

     Facsimile:   +1 (246) 437-7477
     Attention:   Chief Executive Officer

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<PAGE>

14.3 The address and facsimile number of the Borrower are:

     LookSmart Ltd
     625 Second Street
     San Francisco
     CA 94107
     USA

     Facsimile:   +1 (415) 348 7034
     Attention:   Chief Executive Officer (with a copy to the General Counsel at
     the same address)

14.4 The address and facsimile number of Transceptgate are:

     Transceptgate Limited
     2nd Floor
     10 - 12 Prospect Hill
     Douglas
     Isle of Man
     IM1 1ES
     Facsimile:   +01624 615654
     Attention:   The Chairman of the Board

     With a copy to:
     British Telecommunications plc
     81 Newgate Street
     London
     EC1A 7AJ
     Facsimile:    +44 (0) 20 7356 6054
     Attention:    The Group Treasurer

15.  No Waivers

     No failure or delay by any party to this Agreement in exercising any right
     or remedy hereunder shall operate as a waiver thereof nor shall any single
     or partial exercise of any right or remedy preclude any further exercise
     thereof or the exercise of any other right or remedy. The rights and
     remedies herein are cumulative and not exclusive of any rights and remedies
     provided by law.

16.  Assignment

     Transceptgate may assign or transfer all or any part of its rights or
     obligations under this Agreement without the Borrower's consent to:

     (a)  any BT Group company; or

                                       11

<PAGE>

     (b)  in the event that Transceptgate sells all of its shares in BT
          Looksmart, to the purchaser of all of Transceptgate's shares.

17.  Conflict

     In the event of any conflict between the provisions of this Agreement and
     the JVA or the Amendment to JVA, the provisions of this Agreement shall
     prevail.

18.  Governing Law and Jurisdiction

     This Agreement shall be governed by and interpreted in accordance with
     English law. The parties hereto acknowledge and accept that the Courts of
     England shall have non-exclusive jurisdiction to settle any dispute which
     may arise under or in connection with this Agreement.

19.  Availability

     We enclose a copy of this letter. To signify your acceptance of the New
     Facility and the terms and conditions contained herein, we would ask you to
     sign and date the enclosed copy and return the same to us before 7 December
     2001 failing which the offer contained in this letter will automatically
     and without further notice lapse.

                                Yours faithfully,




                              Transceptgate Limited

Accepted and agreed



__________________________________

For and on behalf of

LookSmart Limited




__________________________________

For and on behalf of

LookSmart (Barbados), Inc.

                                       12

<PAGE>


With respect to the acknowledgement in Section 2.1 hereof only:



_____________________________

For and on behalf of

City National Bank

                                       13

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                                   SCHEDULE 1

                                Events of Default

There shall be an Event of Default if:

     (a)  the Borrower fails to pay any sum payable by it under this Agreement
          when due; or

     (b)  the Borrower and/or LOOK defaults in the due performance or observance
          of any other provision of this Agreement and (if such default is in
          the opinion of Transceptgate capable of remedy) such default shall not
          have been remedied within 14 days of Transceptgate notifying the
          Borrower and/or LOOK of such default and the remedy required; or

     (c)  any representation made or deemed to be made by the Borrower and/or
          LOOK in or pursuant to this Agreement or the JVA is or proves to have
          been incorrect in any material respect; or

     (d)  any obligation (including a contingent obligation) of the Borrower
          and/or LOOK in respect of Indebtedness is not paid when due or becomes
          due or capable of being declared due prior to its stated maturity by
          reason of default in circumstances where the aggregate amount of
          Indebtedness is in excess of US$25 million; or

     (e)  a judgment or order made against the Borrower and/or LOOK is not
          complied with within seven days or an encumbrancer takes possession or
          a receiver or administrator is appointed of any part of the
          undertaking, assets, rights or revenues of the Borrower and/or LOOK or
          a distress, execution or other process is levied or enforced upon any
          of the assets, rights, undertaking or revenues of the Borrower and/or
          LOOK and is not discharged within 7 days; or

     (f)  the Borrower and/or LOOK stops or suspends payment of its debts or is
          unable to or admits its inability to pay its debts (within the meaning
          of section 123 of the Insolvency Act 1986 or otherwise but ignoring
          the references in that section to determination by the court) or
          becomes insolvent or proposes or commences negotiations with one or
          more of its creditors with a view to the general rescheduling of its
          debts or proposes or enters into any composition or other arrangement
          for the benefit of its creditors generally or any class of its
          creditors; or

     (g)  a petition is presented or an order made for the insolvency of the
          Borrower and/or LOOK; or

     (h)  any event occurs or proceeding is taken with respect to the Borrower
          and/or LOOK in any jurisdiction to which it is subject which has an
          effect

                                       14

<PAGE>

          equivalent or similar to any of the events mentioned in sub-paragraphs
          (e), (f) or (g); or

     (i)  any step is taken to repossess any goods in the possession of the
          Borrower and/or LOOK under any hire purchase, conditional sale,
          leasing, retention of title or similar agreement where the aggregate
          value of such goods exceeds US$25 million; or

     (j)  the JVA is terminated in accordance with the terms thereof; or

     (k)  the Borrower and/or LOOK defaults in the due performance or observance
          of any material provision of the JVA or the Amendment to JVA and/or
          any of the Security Documents and in the case of default in respect of
          the JVA or the Amendment to JVA the default is not remedied pursuant
          to Clause 11.6 of that agreement; or

     (l)  any Security Document is not, or ceases to be, in full force and
          effect in accordance with its terms; or

     (m)  LOOK fails, within 5 days of the date of any New Escrow Advance, to
          subscribe for Shares and deliver the share certificates in respect of
          the same to Transceptgate; or

     (n)  any other event occurs or circumstance arises which, in the reasonable
          opinion of Transceptgate, is likely materially and adversely to affect
          the ability of the Borrower and/or LOOK to perform all or any of its
          respective obligations under or otherwise to comply with the terms of
          this Agreement and/or the JVA or the Amendment to JVA.

                                       15

<PAGE>

                                   SCHEDULE 2

             Documents and Evidence Required as Conditions Precedent

1.   The New Share Charge.

2.   The New Escrow Agreement.

3.   The Amendment to JVA.

4.   Legal opinions in form and substance satisfactory, and addressed, to
     Transceptgate in respect of:

     (a)  the Borrower from Wilson Sonsini Goodrich & Rosati in respect of this
          Agreement, the Amendment to JVA and the New Escrow Agreement; and

     (b)  LOOK from Lystra A. Kodilinye in respect of this Agreement, Amendment
          to JVA, the New Escrow Agreement and the New Share Charge.

                                       16