LOOKSMART LTD S-1

S-1

FORM S-1

EX-3.1

CERTIFICATE OF INCORPORATION

EX-3.2

RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

BYLAWS

EX-3.4

RESTATED BYLAWS OF LOOKSMART

EX-4.2

2ND AMENDED INVESTORS' RIGHTS AGREEMENT

EX-10.1

INDEMNIFICATION AGREEMENT

EX-10.2

AMEND & RESTATED 1998 STOCK PLAN

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

LICENSE & UPDATE AGREEMENT

EX-10.5

ASSET PURCHASE AGREEMENT

EX-10.6

AGREEMENT AND PLAN OF REORGANIZATION

EX-10.7

PROCUREMENT AND TRAFFICKING AGREEMENT

EX-10.8

DEVELOPMENT AGREEMENT

EX-10.9

NETSCAPE SERVICE AGREEMENT

EX-10.10

PBS SPONSORSHIP GROUP

EX-10.11

SUBLEASE DATED 12-2-98

EX-10.12

LEASE AGREEMENT DATED 5-4-98

EX-10.13

SUBLEASE AGREEMENT DATED 11-18-98

EX-10.14

AMERICAN INDUSTRIAL REAL ESTATE SUBLEASE

EX-10.15

OFFICE LEASE BETWEEN ROSENBERG & LOOKSMART

EX-10.16

CONSENT TO SUBLEASE

EX-10.17

LEASE AGREEMENT WITH EURO ASIA

EX-10.18

CAR PARKING LICENSE AGREEMENT

EX-10.19

401(K) PLAN

EX-21.1

LIST OF SUBSIDIARY

EX-23.1

CONSENT OF PWC LLP (LOOKSMART)

EX-23.2

CONSENT OF PWC LLP (BESEEN.COM)

EX-23.3

CONSENT OF E&Y LLP (GUTHY-RANKER)

EX-23.4

CONSENT OF PWC LLP (ITW NEWCORP)

EX-23.5

CONSENT OF PWC LLP (HOMEBASE)

EX-27.1

FINANCIAL DATA SCHEDULE