EXHIBIT 10.53

PRIORITIZED LISTINGS SYNDICATION AGREEMENT

THIS PRIORITIZED LISTINGS SYNDICATION AGREEMENT (the “ Agreement ”), made as of August 21, 2001 (the “ Effective Date ”), is made by and between LookSmart, Ltd., a Delaware corporation (“ LookSmart ”), and Search123 Inc., a California corporation (“Search123”) (each, a “ Party ”, or collectively referred to as the “ Parties ”).

WHEREAS, Search123 is the owner and provider of a cost-per-click search engine (the “ Search123 Service ”);

WHEREAS, LookSmart is the owner of an Internet search and directory service which includes the ability to search the Internet for relevant content by typing a word or set of words into a search box (the “ LookSmart Service ”);

WHEREAS, the Parties desire to offer LookSmart Service as an integrated component of the Search123 Service;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Integration of LookSmart Service into Search123 Service .

1.1. Definitions .

“ LookSmart Search Results ” means a set of Prioritized Listings provided by LookSmart from its proprietary database in response to an Internet user’s keyword search query on the Search123 Service. The LookSmart Search Results, when integrated into the Search123 Service, will appear on the Search123 service search results, including the Search123 Site and Search123 Affiliate Sites, substantially as shown in Exhibit A attached hereto (which depicts the results on the Search123 Site and representative Search123 Affiliate sites).

“ Search123 Affiliate ” shall mean the web site operators who distribute the Search123 Service or refer Internet users to the Search123 Service.

“ Search123 Affiliate Site ” shall mean the default Internet home page or primary search functionality of Search123 Affiliates.

“ Search123 Site ” shall mean the default Internet home page that is accessed by Search123 subscribers or other Internet users and is located at www.Search123.com .

“ Destination Page ” means the LookSmart customer’s web page accessed by clicking on a Prioritized Listing.

“ Prioritized Listing ” means a text-based site title, description (maximum 255 characters, including spaces) and URL hyperlink (with tracking code) which is drawn from the LookSmart database of Prioritized Listings in response to a keyword search query.

“ Referral ” occurs when a bona fide Internet user (which excludes a robot, spider, software, scraper or other mechanical, artificial or fraudulent means) clicks through on a Prioritized Listing and accesses a Destination Page. LookSmart will identify Referrals by means of a “come from tag” in the URL hyperlink from Prioritized Listings. For the avoidance of doubt, no Referral will occur unless the Destination Page is fully served to the end-user’s browser.

2. Integration. LookSmart will provide the LookSmart Search Results in response to a user’s keyword search query via a text-based data feed, or other mutually agreed method, from the LookSmart database. The web pages containing LookSmart Search Results will be served and hosted by Search123, provided that Search123 shall serve the LookSmart Search Results in the order presented to Search123 by LookSmart. The database and search algorithm (and any modifications thereto during the Term) used to generate the LookSmart Search Results are proprietary to LookSmart and shall remain entirely within LookSmart’s control. All Prioritized Listings returned by LookSmart in response to a search query shall in all cases be included by Search123 (a) in the order provided by LookSmart and (b) in order of prominence relative to other Search123 results based on the price that LookSmart is paying Search123 for such queries based on the previous month’s searches as specified in Section 3. If a user’s search query does not result in any match(es) with search results from the LookSmart database, then no LookSmart Search Results will be displayed on the search results page. LookSmart retains the right to modify the appearance and content of the LookSmart Search Results, as well as the underlying database and search algorithm, so long as the modifications do not substantially change the location and layout described in this paragraph. Search123 will complete integration and launch the Prioritized Listings no later than August 30, 2001, 2001, provided that Search123 is given all necessary resources and assistance by LookSmart within 10 days of such date.

3. Fees and Payment. LookSmart shall pay to Search123 a specified amount per Referral on a monthly basis based on the volume of Referrals Search123 generates, as follows:

LookSmart will make such payments to Search123 within 30 days after the end of calendar month.

4. Responsibility for LookSmart Search Results. LookSmart will be solely responsible for the generation and collection of revenue from advertising or sponsorships on the LookSmart Search Results, and shall have sole responsibility for building the Prioritized Listings database and delivery of the LookSmart Search Results to Search123. LookSmart shall retain sole discretion as to the location, type and content of advertising served on the LookSmart Search Results.

5. Reporting and User Data.

5.1 Monthly Traffic Reports. LookSmart shall provide to Search123 monthly Referral summaries within 30 days following the end of each month detailing the number of

Referrals and the revenue generated in the corresponding month (“ Traffic Reports ”). LookSmart’s determination of the number of Referrals during any period shall be dispositive, unless there is a ten (10%) or greater discrepancy between the numbers reported by the parties, in which case the parties will promptly meet and work together in good faith to determine the cause of the discrepancy. Once a discrepancy is identified, the Parties will make any necessary adjustments at the time of the next payment.

5.2. Books & Records; Auditing. During the Term of this Agreement and for a period of six months thereafter, the Parties will each maintain accurate and complete books and records, including copies of all customer and other correspondence, relating to such Party’s performance of its obligations under this Agreement. Each Party will have the right, no more than once in any twelve (12) month period during the Term, to audit the other Party’s books and records which are relevant to the performance of its obligations under this Agreement upon ten (10) days’ prior written notice. Such audits will be performed by the auditing Party’s representatives and will be conducted during normal business hours. Costs for such audits will be paid for by the auditing Party, unless the results of the audit show a shortfa