Exhibit 10.67

IRREVOCABLE STANDBY LETTER OF CREDIT APPLICATION AND LETTER OF CREDIT AGREEMENT

INTERNATIONAL OPERATIONS CENTER S.W.I.F.T. ADDRESS: CINAUS6L

TO: CITY NATIONAL BANK (CNB)

We (Applicant) request you establish an Irrevocable Standby Letter of Credit on the following terms and conditions:

available by Draft(s) at sight on CNB and accompanied by the following:

AS PER ATTACHMENT WHICH FORMS AN INTEGRAL PART OF THIS STANDBY LETTER OF CREDIT APPLICATION.

Except so far as otherwise expressly stated this letter of credit will be subject to (select one):

Standby Letter of Credit Issuance Fee: 1.00% per annum, 360 day basis.

APPLICANT’S AGREEMENT TO PAY CNB

Applicant agrees immediately upon CNB’s demand or if no demand is made then on 30 days disbursement, to repay to CNB the total amount of each disbursement by CNB under this Letter of Credit, together with interest thereon at the rate of 1.00 percent per year in excess of the Prime Rate. The “Prime Rate” shall mean the floating loan rate of CNB announced from time to time as its “Prime Rate”. Any change in the interest rate resulting from a change in the Prime Rate shall be effective on the effective date of change in the Prime Rate. Interest shall be calculated on a basis of a 360-day year and actual days elapsed. We further authorize you to charge, without further notice, our account, (or an account of any of us) for all such amounts when and as such are due and payable.

IRREVOCABLE STANDBY LETTER OF CREDIT APPLICATION AND LETTER OF CREDIT AGREEMENT

The opening of this Letter of Credit is subject to the terms and conditions as set forth in the Standby Letter of Credit Agreement appearing below hereof to which we agree. We further agree that the Letter of Credit as issued shall include such revisions of the language set forth above as you deem necessary.

FORM INSTRUCTIONS

For Forms Completed Electronically: After entering all of the requested information, please print the completed form, and have the appropriate persons sign and date where indicated, and then return it to your CNB relationship manager. Please make a copy for your records. Completed forms are not to be sent by e-mail back to CNB as e-mail is not a secure method of sending business and personal identifying and financial information.

For Forms Printed and Completed Manually: After entering all of the requested information, have the appropriate persons sign and date where indicated, and then return it to your CNB relationship manager. Please make a copy for your records.

STANDBY LETTER OF CREDIT AGREEMENT

In consideration of your opening, at our request, a Letter of Credit, the terms and conditions of which appear above hereof we hereby agree as follows:

1. As to drafts under or purporting to be under the Letter of Credit, which are payable in lawful United States funds, we agree to pay you on demand at your issuing office in lawful United States funds, the amount of such draft(s) on the presentment to you thereof or, at your request in advance.

2. As to drafts under or purporting to be under the Letter of Credit, which are payable in foreign currency, we agree to pay you at your office on demand, the equivalent of each such draft in lawful United States funds at your then prevailing rate of exchange effective for sales of that other currency for cable transfer to the country of which it is the currency.

3. We also agree to pay to you any attorneys’ fees incurred in the enforcement of this Letter of Credit Agreement (herein called “the Agreement”), your service charge in accordance with your Schedule of Fees and Charges now existing or as hereafter adopted, and all other charges and expenses paid or incurred by you in connection therewith.

4. We agree to reimburse you for any losses and charges incurred by you or made against you in connection with this Agreement and related to the reevaluation or fluctuations in the exchange rate of any currency whether United States or any other.

5. We hereby convey and transfer to you a security interest in all goods, documents and instruments which shall come into your control or into your possession or that of any of your correspondents as the result of opening or in connection with any transactions under the Letter of Credit, which goods, documents and instruments are and shall be granted to you as security (a) for all payments made or to be made by you or your correspondents under the Letter of Credit; (b) for any interest, commission or other customary charges in relation to the Letter of Credit and (c) for any other obligations or liabilities (absolute or contingent) of us to you, which now exist or are hereafter created. Upon any default by us in any of the undertakings set forth in this Agreement, you are authorized to sell, under the provisions of the Commercial Code of the State of California, any or all goods, documents and instruments; in the event of any deficiency, we will pay the same to you immediately or in the event of any surplus, you shall pay the same to us or to the persons entitled thereto. In the event such described property should suffer any decline in value we will upon demand, deliver to you additional collateral to your satisfaction.

6. We agree that your rights and duties under the Letter of Credit are, except as otherwise expressly provided herein, governed by either the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication as in force as of the date of issuance of the Letter of Credit, or the Uniform Customs and Practice for Documentary Credits as in force as of the date of issuance of the Letter of Credit, as the case may be for the Letter of Credit issued by this request.

7. We agree that in the event of any amendments or modifications of the terms of the Letter of Credit, this Agreement shall be binding upon us with regard to the Letter of Credit so amended. You may (at your option) issue the requested Letter of Credit through a correspondent of your choice.

8. The users of the Letter of Credit shall be deemed our agents and we assume all risks of their acts of omissions. Neither you nor your correspondents shall be responsible for/or: the validity, sufficiency, or genuineness of documents, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; the solvency or responsibility of any party issuing any documents; delay in arrival or failure to arrive of any documents; delay in giving or failure to give notice of arrival or any other notice; failure of any draft to bear adequate reference to the Letter of Credit; failure of documents to accompany any draft at negotiation, or failure of any person to note the amount of any draft on the reverse of the Letter of Credit, to surrender or take up the Letter of Credit or to send documents apart from drafts as required by the terms of the Letter of Credit, each of which provisions, if contained in the Letter of Credit itself, it is agreed may be waived by you; errors, or omissions, or interruptions or delays in transmission or delivery of any message by mail, cable, telegraph, wireless or otherwise; nor shall you be responsible for any error, neglect, or default of any of your correspondents; and none of the above shall affect, impair, or prevent the vesting of any of your rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinbefore set forth, we agree that any action taken by you or any correspondent of you under or in connection with the Letter of Credit or relative drafts or documents, if taken in good faith, shall be binding on us and shall not put you or your correspondent under any resulting liability to us.

9. We agree at any time and from time to time, on demand, to deliver, convey, transfer, or assign to you, as security for any and all of our obligations and liabilities hereunder, and also for any and all other obligations and liabilities, absolute or contingent, due or to become due, which are or may at any time hereafter be owing to you, additional security of a value and character satisfactory to you, or to make such cash payment as you may require. We agree that all property belonging to us, or in which we may have an interest, conveyed, transferred, assigned, or paid to you, or coming into your possession or into the possession of anyone for you in any manner whatsoever, whether expressly as security, or for

IRREVOCABLE STANDBY LETTER OF CREDIT APPLICATION AND LETTER OF CREDIT AGREEMENT

safekeeping or otherwise including any items received for collection or transmission and the proceeds thereof, whether or not such property is in whole or in part released to us on trust of bailee receipt, is security for each and all such obligations and liabilities. We agree that upon our failure at all times to keep a margin of security with you satisfactory to you, or upon the making by us of any assignments for the benefit of creditors, or upon the filing of any voluntary or involuntary petition in bankruptcy by or against us, or upon any application for the appointment of a receiver of any of our property, or upon any act of bankruptcy or state of insolvency of us, or if you in good faith deem yourself insecure at any time, or upon the death of any of us, all of such obligations and liabilities shall become and be immediately due and payable without demand or notice notwithstanding any credit or time allowed to us, or any instrument evidencing any such obligation or otherwise; and each of us, and all of us, as to property in which we may have any interest, expressly authorize you in any such event, or upon our failure to pay any of such obligations or liabilities when it or they shall become or be made due, to sell all such property, in accordance with the Commercial Code of the State of California and to apply the net proceeds of such sale or sales, together with any balance of deposits and any sum credited by or due from you to us, in general accounts or otherwise, to the payment of all of our obligations or liabilities to you however arising.

10. Your rights specified in this Agreement are in addition to any created by statute or rule of law. You are expressly given the right to execute and file and record endorsements, assignments, financing statements, and other instruments in the name of any of us with respect to documents, property and interests relative to the Letter of Credit or any property of any of us in which you have a security interest which may at any time come into your possession under the Letter of Credit or by virtue of this Agreement. We agree to pay all expenses, filing fees and other charges incurred by you relative to the perfection or enforcement of your rights and security interests hereunder.

11. You shall not be deemed to have waived any of your rights hereunder, unless you or your authorized agent shall have signed such waiver, in writing. No such waiver unless expressly stated therein shall be effective as to any transaction which occurs subsequent to the date of such waiver, nor as to any continuance of a breach after such waiver.

12. We understand that any credit issued pursuant to this Agreement is the direct obligation of you established in favor of our designated beneficiaries. Once established, such credit is irrevocable and is not subject to recall or stop payment, and any claim or demand by us to stop payment thereunder is void and of no effect.

13. The word “property” as used in this Agreement includes goods, merchandise, securities, funds, choses in action, and any and all other forms of property, whether real, personal or mixed and any right or interest therein.

14. This Agreement incorporates the provisions on the reverse hereof. Time is of the essence. Acceptance by you of partial or delinquent payments or your failure to exercise any right, power or remedy shall not waive any obligation of us or modify this Agreement. You, your successors and assigns have all rights, powers and remedies herein and as provided by law, and may exercise the same and effect any set-off and proceed against any security for the obligations of us at any time notwithstanding any cessation of our liability or running of any statute of limitations, which we hereby waive to the fullest extent permitted by law. Notice to you must be given at the office of City National Bank to which this Letter of Credit and Agreement is addressed.

15. We hereby agree to pay all reasonable fees and costs incurred by you and arising out of any act or action you may take to enforce any provision of this Agreement or to enforce collection of any sums, payments or obligations owing from us to you.

16. If this Agreement is signed by one individual the terms, “we”, “our”, “us”, shall be read throughout as “I”, “my”, “me”, as the case may be. If this Agreement is signed by two or more parties, it shall be the joint and several Agreement of such parties.

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ISSUE DATE: AUGUST 21, 2009

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER 090820.OD.5443

GENTLEMEN:

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR AVAILABLE FOR PAYMENT BY YOUR DRAFT(S) AT SIGHT DRAWN ON CITY NATIONAL BANK, INTERNATIONAL DEPARTMENT, LOS ANGELES, CALIFORNIA, AND ACCOMPANIED BY DOCUMENTS AS SPECIFIED BELOW:

OR

BENEFICIARY’S SIGNED AND DATED STATEMENT WORDED AS FOLLOWS: “I, (INSERT NAME AND TITLE OF SIGNER), AN AUTHORIZED SIGNER FOR KPMG LLP CERTIFY THAT WE ARE IN RECEIPT OF A WRITTEN NOTICE FROM CITY NATIONAL BANK OF ITS ELECTION NOT TO EXTEND THE LETTER OF CREDIT FOR AN ADDITIONAL PERIOD OF ONE YEAR AND, AS OF THE DATE OF THIS IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER 090820.OD.5443

Member FDIC

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DRAWING, WE HAVE NOT RECEIVED AN ACCEPTABLE REPLACEMENT LETTER OF CREDIT FROM LOOKSMART LTD. THEREFORE, PURSUANT TO THE TERMS OF THE SUBLEASE, WE ARE DRAWING THE AMOUNT OF (INSERT AMOUNT OF DRAWING) UNDER CITY NATIONAL BANK LETTER OF CREDIT NUMBER 090820.OD.5443”

SPECIAL CONDITIONS:

EACH DRAFT MUST STATE “DRAWN UNDER CITY NATIONAL BANK LETTER OF CREDIT NUMBER 090820.OD.5443”.

WE HEREBY ENGAGE WITH YOU THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS CREDIT SHALL BE DULY HONORED IF PRESENTED FOR PAYMENT AT THE OFFICE OF CITY NATIONAL BANK, INTERNATIONAL DEPARTMENT, 555 SOUTH FLOWER STREET, 24TH FLOOR, LOS ANGELES, CALIFORNIA 90071 ON OR BEFORE THE EXPIRATION DATE OF THIS CREDIT.

EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS CREDIT IS ISSUED SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998 (“ISP98”), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590.

Member FDIC

[City National Bank logo]

FREMONT COMMERCIAL BANKING SERVICES

2201 WALNUT AVENUE, SUITE 190

FREMONT, CALIFORNIA 94538

PHONE 510-574-1905

FAX 510-574-1925

August 14, 2009

Looksmart, Ltd., a Delaware corporation

625 2^nd Street

San Francisco, CA 94107

Attention: Edward F. West, President/CEO and Stephen C. Markowski, CFO

Dear Mr. West and Mr. Markowski:

Reference is made to the above-mentioned L/C Reimbursement Agreement. This letter is to confirm that the following additional terms and conditions will apply to the L/C Reimbursement Agreement. This letter supersedes and replaces in its entirety all previous supplemental terms letters between CNB and Borrower covering the same subject matter. Capitalized terms not defined in this letter have the meanings given them in the L/C Reimbursement Agreement. This letter is hereby incorporated into the L/C Reimbursement Agreement. In the event of any inconsistency between the terms of this letter and the terms of the L/C Reimbursement Agreement, the terms of this letter shall control.

A. ADDITIONAL EVENTS OF DEFAULT.

The following shall constitute additional Events of Default under the L/C Reimbursement Agreement:

Looksmart, Ltd.

August 14, 2009

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Looksmart, Ltd.

August 14, 2009

Page 3

B. DEFINITIONS.

For purposes of this letter, the following terms have the following meanings:

“Liquid Assets” shall mean the sum of cash, cash equivalents and Marketable Securities held in the Borrower’s name, including long-term investments managed by CNB with maturities less than twenty-four (24) months and excluding (i) assets in any retirement plan (including any profit-sharing plan, self-employed retirement plan, individual retirement account, annuity, etc.), (ii) any assets upon which there is any security interest, lien or encumbrance, and (iii) any securities or accounts which are not readily convertible into cash (such as restricted stock or hedge funds).

“Marketable Securities” shall mean bonds and other debt securities of United States corporations not falling within the definition of ‘margin stock’ with a credit quality rating of at least A- by Standard & Poors or A-3 by Moody’s; commercial paper with a credit quality rating of at least A-2 by Standard & Poors or P-2 by Moody’s obligations of the United States government or agencies thereof; and obligations of any state, territory, municipality or other local governmental subdivision or entity of the United States, with a credit quality rating of at least A- by Standard & Poor’s or A-3 by Moody’s.

“Prime Rate” means the rate most recently announced by CNB at its principal office in Beverly Hills, California as its “Prime Rate”. Any change in the interest rate resulting from a change in the Prime Rate will be effective on the day on which each change in the Prime Rate is announced by CNB.

“Subsidiary” shall mean any corporation, the majority of whose voting shares are at any time owned, directly or indirectly by Borrower and/or by one or more Subsidiaries.

“Tangible Net Worth” means the total of all assets, appearing on a balance sheet prepared in accordance with generally accepted accounting principals for Borrower and the Subsidiaries on a consolidated basis, minus (a) all intangible assets, including, without limitation, unamoritzed debt discount, Affiliate, employee and officer receivables or advances, goodwill, research and development costs, patents, trademarks, the excess of purchase price over underlying values of acquired companies, any covenants not to compete, deferred charges, copyrights, franchises and appraisal surplus; minus (b) all obligations, which are required by generally accepted accounting principals to be reflected as a liability on the consolidated balance sheet of Borrower and the Subsidiaries; minus (c) the amount, if any, at which shares of stock of a non-wholly owned Subsidiary appear on the asset side of Borrower’s consolidated balance sheet, as determined in accordance with generally accepted accounting principals, minus (d) minority interests; and minus (e) deferred income and reserves not otherwise reflected as a liability on the consolidated balance sheet of Borrower and the Subsidiaries.

Looksmart, Ltd.

August 14, 2009

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C. ADDITIONAL TERMS AND CONDITIONS.

The following additional terms and conditions shall also apply to L/C Reimbursement Agreement I and L/C Reimbursement Agreement III, respectively.

If you agree to accept the terms of this letter and the L/C Reimbursement Agreement, please sign this letter, and return it to me on or before August 26, 2009.

Dated: _______________