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EXHIBIT 24.1
LOOKSMART, LTD.
SECRETARY'S CERTIFICATE
The undersigned, Martin E. Roberts, hereby certifies on behalf of
LookSmart, Ltd. (the "Company") that:
1. He is duly elected and acting Secretary of the Company.
2. The following is a true and correct copy of the resolutions (the
"Resolutions") adopted by the Board of Directors of the Company at a meeting
duly noticed and convened on November 15, 2000, granting certain powers of
attorney with respect to the filing of the registration statement on Form S-8
registering 232,665 shares of common stock issuable upon exercise of stock
options granted under the Zeal Media, Inc. 1999 Stock Plan:
"BE IT RESOLVED: That the appropriate officers of the Corporation are hereby
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authorized and directed to cause to be prepared, executed and filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on Form S-8, or any
amendment thereof, for the registration of the shares of common stock issuable
pursuant to the Zeal Stock Plan;
RESOLVED FURTHER: That Ned Brody and Martin E. Roberts, singly or jointly,
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are hereby appointed as attorneys-in-fact to sign the Registration Statement
on Form S-8 and the Registration Statement on Form S-3 on behalf of this
Corporation's principal executive officer, its principal financial officer and
each of the members of this Board of Directors;"
IN WITNESS WHEREOF, the undersigned has executed this Certificate on
November 29, 2000.
/s/ Martin E. Roberts
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Martin E. Roberts
Secretary
