MASTER MARKETING SERVICES AGREEMENTTHIS MASTER MARKETING SERVICES AGREEMENT (as may be

supplemented by any Work Order (as defined below), this "Agreement"), dated as of [MONTH] [DAY], [YEAR] (the "Effective Date") is made by and between [CLIENT COMPANY], a [CLIENT COMPANY STATE OF FORMATION] having its principal place of business at [CLIENT ADDRESS] (the "Client"), and [VENDOR COMPANY], a [VENDOR COMPANY STATE OF FORMATION] having its principal place of business at [VENDOR ADDRESS] (the "Vendor"). RECITALS

A. Client is in the business of [DESCRIPTION OF BUSINESS AND PRODUCTS CREATED] (collectively, "Products").

B. Vendor has expertise in providing marketing and promotional services of the type desired by Client.

C. Client desires to retain Vendor to perform certain services as defined in this Agreement (the "Services").

D. The parties desire to enter into this Agreement to set forth the obligations and responsibilities of each in connection with their contractual relationship.

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties and covenants herein set forth, the parties hereby agree as follows:1. SERVICES TO BE PROVIDED. Vendor shall perform the services as described in various Work Orders (as defined below) that may be issued or entered into from time to time throughout the Term (the "Services").1.01 Work Orders. Client shall procure products and/or services hereunder by either issuing written purchase orders ("Purchase Orders") to Vendor or by entering into separate schedules containing statements of work ("SOW"), together with Purchase Orders, collectively, "Work Orders") with Vendor, each of which shall specify the type, price and quantity of products and/or services ordered, and, if applicable, desired deliverable and payment schedule. Statements of Work shall be executed by both parties, and may be in the form attached hereto as [EXHIBIT A] or such other form as the parties mutually agree. All Work Orders shall be subject to and shall incorporate the terms of this Agreement. A particular Work Order may contain terms in addition to those contained herein, provided that the terms do not conflict with the provisions of this Agreement. The provisions of this Agreement shall control over any conflicting provisions in any Work Orders. No additional or conflicting terms or conditions included in any project proposal, quote,

purchase order or invoice issued by Vendor shall be binding on Client. Purchase Orders issued by Client shall be deemed accepted unless objected to in writing by Vendor within [NUMBER OF HOURS] hours of receipt. Nothing contained herein shall be construed as obligating Client to enter into any Work Orders other than those attached hereto and made a part of this Agreement as of the date hereof.1.02 Initial SOW. Vendor shall perform the services described in [EXHIBIT B] attached hereto. 2 VENDOR'S REPRESENTATIONS AND WARRANTIES. Vendor represents and warrants as follows: 2.01 Personnel. Vendor will, at all times, provide an adequate number of qualified personnel employed by Vendor ("Personnel") to perform the Services. Vendor will, at all times, adequately supervise the work of the Personnel in performing the Services. If at any time Client advises Vendor that (i) any of the Personnel are not performing the Services to Client's satisfaction, in Client's sole and absolute discretion, or (ii) Client believes that the Personnel are otherwise violating the terms of this Agreement, then Vendor shall immediately remove and replace such Personnel. Vendor further represents that all Personnel who are engaged to perform Services hereunder are authorized under the Immigration and Reform Act of 1986, as amended, to be employed by Vendor.2.02 Approvals; Performance of Services. Before proceeding to execute any strategy, idea, plan, campaign or program on behalf of Client, Vendor agrees that it shall obtain Client's specific approval. Vendor agrees that Vendor and the Personnel will at all times faithfully, industriously, and to the best of their ability, experience and talent, and in good faith perform all of the Services that may be required of and from Vendor pursuant to the express and implicit terms hereof, to the reasonable satisfaction of Client. In addition, Vendor will perform the Services in a good and workmanlike manner and in accordance with industry standards. Vendor will at all times maintain all machinery, tools, equipment and supplies necessary for the performance of the Services. 2.03 Licenses and Laws. Vendor shall obtain any and all license and permits required by federal, state, or local laws, regulations or ordinances necessary for the performance of the Services pursuant to this Agreement. Vendor shall comply with all such laws, regulations and ordinances (including, without limitation, immigration, privacy, anti-SPAM and truth-in-advertising laws, regulations and ordinances) in performing the Services.

2.04 Promotions, Contests and Sweepstakes. Without limiting the generality of [SECTION 2.03], Vendor agrees that it shall comply with all federal, state and local laws and regulations applicable to any event, promotion, contest or sweepstakes (collectively, "Promotions") performed or administered by Vendor hereunder and as agreed upon by the Parties, including, without limitation, obtaining all necessary permits or approvals, filing bonds or guarantees, or reporting of prizes awarded. Vendor also agrees that it shall obtain from all Promotions participants all releases, waivers, indemnifications, affidavits of eligibility and all other documentation reasonably requested by Client, as applicable, in each case in form and substance satisfactory to Client.2.05 Ability to Contract. Vendor represents and warrants that it is free to enter into this Agreement with Client and that it is not bound by any employment agreement, nondisclosure agreement, noncompetition agreement or any other agreement or obligation that may infringe on its ability or in any manner prevent Vendor from performing any of the duties that may be required of Vendor under this Agreement, or that may in any way result in any involvement by Client in any matter, action, suit or proceeding concerning Vendor's provision of services with any current or former client or customer or the termination thereof. Vendor further represents and warrants that it will not provide to Client or utilize in its Services for Client any trade secret information of any current or former client or customer which may not be disclosed to Client.2.06 Privacy. Vendor acknowledges and understands that, during the course of performing Services hereunder, it may be required to collect, store or otherwise be exposed to personal and identifying information of consumers, participants in promotions or focus groups or other third parties. Vendor therefore agrees that under no circumstances will it use, disclose, store or disseminate any individual's identifying information, including, without limitation, such individual's name, mailing address, e-mail address, social security number, telephone number or credit card information (collectively, "Consumer Personal Information"), collected or exposed to in the process of performing the Services in violation of current and/or future federal, state, or local consumer privacy legislation or Client's privacy policies in effect from time to time. Vendor agrees that it shall notify Client immediately upon any security breach with respect to Consumer Personal Information as relating to services performed on behalf of Client.2.07 Warranty. Vendor represents and warrants to Client that (a) all Work Product (as defined below) does not and will not infringe upon or violate any applicable laws or regulations or any rights of third parties, including, but not limited to, privacy or intellectual property rights, or contain any libelous,

defamatory, obscene or unlawful material; (b) Work Product will be free of defects in materials and workmanship under normal use; (c) Work Product shall conform to all applicable specifications and/or acceptance criteria; (d) Work Product delivered in electronic form shall contain no feature intended to deactivate it after a certain period of time; and (e) Work Product delivered in electronic form shall not contain any virus, embedded device or undocumented code that is intended to obstruct, prevent or disable Client's use thereof or otherwise contain any other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.2.08 FTC Guide Compliance. Vendor represents and warrants to Client that (a) it shall comply with the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising Effective Date, as it may be amended from time to time (the "FTC Guidelines"); and (b) with respect to "Material Connections" (as defined in the FTC Guidelines), including without limitation, any reward system or compensation (including free products) it provides in exchange for an endorsement, promotional statement/image or testimonial (collectively, the "Testimonials") regarding Client's products/services, it shall receive from each and every third party participant (a "Participant") a written agreement (in the same or substantially similar form as the FTC Guides Agreement attached as [EXHIBIT C] hereto) that such Participant must provide truthful and substantiated Testimonials and disclose that they are receiving compensation or a reward for such Testimonials in their Testimonials. 2.09 Rights in Work Product. All Work Product (as defined below) or any elements thereof, does not and will not infringe upon or violate any applicable laws or regulations or any rights of third parties, including, but not limited to, privacy or intellectual property rights, or contain any libelous, defamatory, obscene, threatening, harassing or unlawful material or otherwise contain any material that could reasonably be expected to injure the reputation of Client. [use if vendor will be using stock photos: Vendor agrees that it shall, prior to the use of any stock photos or other third party images in connection with the Work Product, obtain and, upon request, provide to Client, the written agreement from any and all third parties holding any intellectual property rights with respect to any element(s) of such Work Product, which agreement shall convey to Client all rights necessary for Client to use, import, copy, execute, reproduce, display, perform, and distribute and sell copies of and modify (including creating improvements and derivative works based on) any Work Product in any and all media and for any and all other uses contemplated hereunder or as requested by Client.]

2.10 Website. To the extent the Services or Work Product include the provision, development and/or maintenance of a website, minisite, microsite, weblet or a portion of any of the foregoing, on behalf of Client (each, a "Website"), Vendor agrees that it: [~ if website development/hosting is contemplated: (a) shall, with respect to each such Website, comply with the terms and conditions of [EXHIBIT D] attached hereto]; (b) shall comply with the Digital Millennium Copyright Act , as amended from time to time, including, without limitation, the implementation and administration of a process for handling notices of third party copyright infringement that is compliant with the "Safe Harbor" provisions thereof as they relate to on-line and internet service providers; (c) shall implement security features designed to safeguard all content and information in accordance with the highest of industry standards; (d) shall include terms of use, a privacy policy, and other notices and policies in accordance with industry standards; (e) shall monitor such Website to insure that none of its content, including content provided by third party users, infringe upon or violate any applicable laws or regulations or any rights of third parties, including, but not limited to, privacy or intellectual property rights, or contain any libelous, defamatory, obscene, threatening, harassing, unlawful material; and (f) shall insure that none of the Website content (or content of any other website linked to Website) contains any material that could reasonably be expected to injure the reputation of Client.2.11 Loyalty. While this Agreement is in force, Vendor shall not serve as a marketing Vendor in connection with any product which is competitive with Products of Client without first obtaining written consent of the Client.2.12 Client Approvals. Client's approval of anything submitted to it by Vendor shall not: (1) constitute an opinion as to the legal adequacy of the request; (2) abrogate any of Vendor's representations or warranties hereunder; nor (3) relieve Vendor of its indemnification obligations hereunder. 3 USE OF CONSULTANTS OR SUBCONTRACTORS. In the performance of its duties under this Agreement, Vendor may employ only affiliates, subcontractors or consultants that have been approved by Client to provide services which are not available on an "In-House" basis to the Vendor and who are qualified, licensed and experienced in their areas of expertise (collectively, "Consultants"). Any work or services performed by such Consultants shall be deemed to be performed by the Vendor, shall be subject to all obligations, representation and warranties contained herein, and the Vendor shall be fully responsible for such work and for insuring Consultant's compliance herewith, regardless of whether the Client knows or has reason to know that such work was performed by a Consultant. Notwithstanding the

foregoing, Vendor may not employ a Consultant to perform any of the Vendor's duties or obligations under this Agreement unless the Client has given its prior written consent to the use of such Consultant.4 STATUS OF VENDOR. Vendor shall perform the Services as an independent contractor and neither Vendor nor its Personnel shall be deemed an employee, agent, partner, or joint venturer of Client for any purpose whatsoever. The Personnel shall at all times be employees of Vendor. Client has no obligation to and shall not withhold any federal or state taxes from payments to Vendor hereunder or provide any worker's compensation, unemployment insurance, medical insurance, or similar employee benefits with respect to Vendor or its Personnel. Neither Vendor nor any of its Personnel is authorized by Client to incur obligations in the name of or on behalf of Client, or to make any promise, warranty or representation with respect to the Products or otherwise, and shall not hold themselves out as being so authorized. Unless otherwise approved by Client in writing, Vendor shall not use Client's name or any part thereof or any name similar thereto as any part of Vendor's firm, trade or corporate name.5 COMPENSATION. 5.01 Fee.[~ If "Time and Materials" basis for payment: Payments for services rendered shall be made in the amount and manner specified in the applicable Work Order (such amount, the "Fee") based on the billing and service rate schedule attached hereto as [SCHEDULE 1]. [~ If fee is set price: Payments for services rendered shall be made in the amount and manner specified in the applicable Work Order (such amount, the "Fee"). ] Payment(s) of the Fee shall be made within [NUMBER OF DAYS 1] after receipt by Client of an invoice from Vendor therefore, which invoice shall be sent at the times agreed to in the applicable Work Order. Such invoice shall reference the applicable Work Order and shall include a detailed and itemized description of materials and services provided by Vendor thereunder as well as such additional supporting documents reasonably requested by Client. In the event Client pays any invoiced amount within [NUMBER OF DAYS 2] of receipt of such invoice, Client may deduct therefrom, as an early payment discount, an amount equal to two percent (2%) of such invoiced amount.5.02 Expenses. Solely to the extent it is explicitly agreed upon in a Work Order that any portion of the Fee shall include payment of expenses, Vendor shall only be entitled to reimbursement for reasonable out-of-pocket expenses incurred directly on Client's behalf in connection with the Services and that are in accordance with Client's travel and out of pocket expense policy attached as Exhibit [EXHIBIT NUMBER]. (this could be [EXHIBIT D] or

[EXHIBIT E] depending if we include the website exhibit for the MSA) . [~ Insert all exclusions, applicable caps and/or whether certain types of expenses need to be approved in advance in writing.~]. Such expenses shall be billed to Client on a cost-basis only, without any markup to the extent supported by proof (in a form reasonably satisfactory to Client) that such expenses were actually paid. Expenses will be billed to Client at the same time as Vendor is entitled to invoice Client for the payment of the Fee.5.03 Withholdings. Because Vendor is an independent contractor and not an employee of Client, Client shall not be obligated or liable in any manner to pay or withhold federal or state income taxes or other payroll taxes or to provide any insurance coverage for Vendor.6 INSURANCE. Vendor shall obtain and maintain the following policies of insurance during the Term and for a period of [NUMBER OF DAYS 3] thereafter: (1) Professional Liability Insurance or Errors and Omission Insurance with limits of at least $[$$$$] ("E&O Insurance"); (2) if not a part of Vendor's E&O Insurance, separate Intellectual Property Infringement insurance ("IP Insurance") with limits of at least $[$$$$]; (3) Workers' Compensation insurance as prescribed by the law of the state or nation in which any work is performed hereunder; (4) employer's liability insurance with limits of at least $[$$$$] for each occurrence; (5) automobile liability insurance if the use of motor vehicles is required, with limits of at least $[$$$$] combined single limit for bodily injury and property damage per occurrence; (6) Commercial General Liability ("CGL") insurance, including Blanket Contractual Liability and Broad Form Property Damage, with limits of at least $[$$$$] combined single limit for bodily injury and property damage per occurrence; and (7) if furnishing to Client (by sale or otherwise) of products, material or construction, installation, maintenance or repair services is involved, CGL insurance endorsed to include products liability and completed operations coverage in the amount of $[$$$$] per occurrence. Each of the aforementioned policies shall be maintained for at least [NUMBER OF YEARS 1] following the expiration or termination of this Agreement. All E&O Insurance, IP Insurance, CGL and automobile liability insurance shall designate Client, its affiliates, and each of their directors, officers and employees as additional insureds. Vendor shall furnish within [NUMBER OF YEARS 2] of the Effective Date certificates or adequate proof of the foregoing insurance including, if specifically requested by Client, copies of the endorsements and policies evidencing the same. Vendor shall cause each of its applicable insurance providers to agree to notify Client in writing at least [NUMBER OF DAYS 4] prior to cancellation of or any material change in the applicable policy. 7 TRADE SECRETS; CONFIDENTIALITY

7.01 Definition. The term "Trade Secrets" shall be given its broadest possible interpretation and shall mean any information (including, without limitation, supplier, dealer and customer lists, information regarding the Services, information regarding the quality of Client's Products, and any formula, pattern, compilation, program, device, method, technique, or process and all deliverables prepared for Client as part of the Services and all information and data related thereto) that Client does not specifically designate as intended for dissemination to the public.7.02 Nondisclosure. Vendor acknowledges that from time to time it may be provided with Client's Trade Secrets and further acknowledges its fiduciary obligations in respect thereof. Without limiting the scope of such fiduciary obligations, Vendor agrees that neither Vendor nor its Personnel shall, at any time or in any manner, directly or indirectly, use for their own benefit or the benefit of any other person or entity, or otherwise divulge, disclose, or communicate to any person or entity any information concerning any Trade Secret without the prior express written consent of Client. Vendor agrees only to use Trade Secrets for the performance of the Services pursuant to the terms of this Agreement. All files, records, computer printouts, documents, objects, drawings, specifications, patterns and similar items relating to the business of Client or concerning any Trade Secret, including copies thereof, whether prepared by Vendor or its Personnel or otherwise coming into their possession, shall remain the exclusive property of Client. Vendor will return all Trade Secrets in the possession of Vendor or its Personnel within [NUMBER OF BUSINESS DAYS 1] after the termination or expiration of this Agreement and shall not retain any copies. This covenant of nondisclosure and Vendor's liability for breach of such covenant shall survive the expiration or termination of this Agreement.7.03 Liability For Disclosure. Vendor acknowledges that each of the restrictions contained in this Agreement relating to the nondisclosure of Trade Secrets is reasonable and necessary in order to protect legitimate interests of Client and that any violation thereof would cause irreparable injury to Client. Vendor agrees that in the event of any violation thereof, Client shall be authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation and any damages for breach of this Agreement which may be applicable. The aforesaid rights and remedies shall be independent, severable and cumulative and shall be in addition to any other rights or remedies to which Client may be entitled.7.04 Other Confidentiality Obligations. The confidentiality obligations contained herein are in addition to, and not in lieu of, the obligations found in

any separate non-disclosure or confidentiality agreement that may have been entered into by the parties on or prior to the date hereof (any such agreement, an "NDA"). Nothing contained herein shall be construed as modifying or abridging any rights of Client under any such NDA and to the extent any provision contained herein is inconsistent with or limits any provision in an NDA, such provisions shall be interpreted as providing the most favorable possible protection to Client's Trade Secrets or other confidential information. 8 INVENTIONS, DISCOVERIES AND IMPROVEMENTS8.01 Disclosure. Vendor agrees that during the term of this Agreement, all deliverables and other work product, as well as all inventions, discoveries and improvements, whether patentable or un-patentable, and all works of authorship, whether copyrightable or un-copyrightable, made, developed, conceived, acquired, devised, discovered or created by Vendor or its Personnel, whether by itself or jointly with others, whether by using Client's or its affiliates' equipment, supplies, facilities, or Trade Secret information, and which relate to or pertain at the time of conception or reduction to practice of the invention or of creation of the work of authorship to the business of Client or its affiliates or the actual or demonstrably anticipated research or development of Client or its affiliates or which result from any work performed by Vendor for Client or its affiliates including , without limitation, all deliverables prepared for Client as part of the Services and all information and data related thereto shall be promptly disclosed in writing by Vendor to Client.8.02 Ownership; Records. Any inventions, discoveries, improvements, works of authorship, deliverables or other work product described in [SECTION 8.01] (collectively, the "Work Product") shall be deemed "Works Made for Hire" pursuant to the United States 1976 Copyright Act and are the exclusive property of Client or its assignee. Vendor agrees that all Work Product created by Vendor during the course of its performance under this Agreement are the sole and exclusive property of Client; and Vendor agrees to assign (or cause to be assigned) to Client all right, title and interest in and to all such intellectual property, including without limitation any worldwide copyright(s), moral rights, patent(s) and any and all other such rights of whatever kind, and the right to obtain registrations, renewals, reissues and extensions of the same. Vendor will maintain adequate and current written records of any and all Work Product, which at all times will be available to, and remain the property of, Client.8.03 Assignment. If and to the extent any Work Product shall not qualify as "Works Made for Hire," Vendor hereby irrevocably grants, assigns and

transfers to Client or its assignee, all of Vendor's right, title and interest in and to any Work Product and agrees that Client is under no further obligation, monetary or otherwise, to Vendor for such assignment. Vendor agrees to execute, acknowledge and deliver to Client, its successors and assigns, all documentation, including, but not limited to, applications for patents and/or copyrights, as Client may deem necessary or desirable to obtain and perfect the interests of Client, its successors and assigns, in any and all countries, in such Work Product and to vest title thereto in Client. Vendor further agrees that Client shall have the right to use, copy, publish, reproduce, alter, or destroy the Work Product, or to make any derivative works based on the Work Product and to take any other action consistent with Client's sole and exclusive ownership thereof, and Vendor waives any right to interfere with or to prevent the exercise of the forgoing rights by Client in its sole and absolute discretion. Client shall bear all expenses related thereto including, without limitation, all attorney's fees, filing fees, application fees, and other expenses in order to effect any assignment of the Work Product.8.04 [~ Only if vendor wishes to carve-out exceptions to 8.2: License of Intellectual Property. Vendor grants to Client a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, transferable, sublicenseable license to any pre-existing intellectual property developed by Vendor prior to the Effective Date of this Agreement to the extent necessary for Client to exercise its rights in the Work Product as reasonably contemplated by this Agreement.]9 TERM AND TERMINATION9.01 Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated as provided in [SECTION 9.02] through [SECTION 9.04] below (the "Term").9.02 Termination - Convenience(a) Client. Client may terminate this Agreement and any and all then-effective Work Orders or other services being performed by Vendor for any reason and at any time and any prepaid funds paid to Vendor will be reimbursed upon any such termination.(b) Vendor. Vendor may terminate this Agreement for any reason and at any time only so long as no Work Order is then in effect or no services are otherwise being performed hereunder. 9.03 Termination - Default. Either party shall have the right to immediately terminate this Agreement in the event that the other party breaches any

term or condition hereof and such breach is not cured within [NUMBER OF DAYS 5] following written notice thereof from the complaining party.9.04 Termination - Insolvency. Either party shall have the right to immediately terminate this Agreement in the event that the other party becomes insolvent, has voluntary or involuntary bankruptcy proceedings filed by or against it, or makes an assignment for the benefit of creditors.9.05 No Damages for Termination. NEITHER CLIENT NOR VENDOR SHALL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH THIS ARTICLE 9. Vendor acknowledges and agrees that Vendor has no expectation and has received no assurances that its business relationship with Client will continue beyond the stated term of this Agreement or its earlier termination, that any investment by Vendor in the performance of the Services will be recovered or recouped, or that Vendor shall obtain any anticipated amount of profits by virtue of this Agreement.9.06 Obligations upon Termination.(a) Return of Client Property. In the event of the termination or expiration of this Agreement, Vendor shall return to Client within [NUMBER OF BUSINESS DAY] after said termination or expiration of this Agreement all equipment, instruments, documents, materials, and tangible property of Client. (b) Payment. Upon termination of this Agreement by Client under 9.2 (a) above, Vendor shall be entitled to that portion of the Fee that is attributable to Services performed prior to the date of termination.10 CLIENT TRADEMARKS. At all times during the Term, Vendor, upon written approval of Client, will be entitled to use any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products (the "Client Marks") solely in connection with the performance of the Services in the manner as approved in writing by Client. Vendor's use of the Client Marks in any form of media is conditioned upon (i) Vendor's compliance with Client's approval requirements set forth above; (ii) Vendor appropriately indicating that the Client Marks are owned by Client, and (iii) Vendor being in compliance with the Brand Communication Guidelines ("Brand Guidelines") as in effect from time to time. Client owns and shall own all of the rights with respect to all Client Marks. Vendor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to any Client Marks. Vendor's use of the Client Marks is authorized only for the purposes set forth herein and as approved in writing by Client and upon termination of this Agreement,

for any reason, such authorization will cease. Upon termination of this Agreement for any reason or upon notice by Client, Vendor shall immediately cease all use of the Client Marks, and, at Client's election, destroy or deliver to Client all materials in Vendor's control or possession which bear such Client Marks. At no time during or after the Term will Vendor challenge or assist others to challenge the Client Marks or the registration thereof, or attempt to register any trademarks, marks or trade names confusingly similar to those of Client.11 INDEMNIFICATION. Vendor hereby agrees to indemnify and hold harmless Client, its officers, directors, affiliates, shareholders, customers, and employees from and against any and all liabilities, losses, damages and expenses (including legal expenses) of any kind or character arising from claims threatened or asserted and legal proceedings instituted in respect of (a) any breach of this Agreement by itself or its Consultant, or (b) any act, omission or misrepresentation of Vendor, the Personnel or any other agents, Consultants or employees of Vendor, including, without limitation, any claims related to the performance of the Services and any claims of the Personnel under any state or federal employment or labor law. 12 [** Only if Vendor is regularly performing on our premises: WAIVER AND RELEASE. Vendor hereby waives and releases any and all rights of recovery, claims, and causes of action against Client and its affiliates and/or related companies and all of their respective shareholders, members, officers, directors, contractors, subcontractors, consultants and other agents of any kind, for injury to, loss of use or destruction of, any property of Vendor, irrespective of the cause thereof, and whether due in whole or in part to the negligence of Client while on our premises. ] 13 LIMITATION OF LIABILITY. CLIENT SHALL NOT BE LIABLE TO VENDOR FOR LOST PROFIT, LOST REVENUE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. CLIENT'S LIABLITY FOR DAMAGES IS LIMITED TO THE AMOUNTS PAID FOR THE APPLICABLE SOW OR IF NO APPLICABLE SOW THEN FOR AMOUNTS PAID FOR THE PRIOR [NUMBER OF MONTHS] FROM THE DATE GIVING RISE TO THE CLAIM.14 AUDIT. 14.01 Books and Records. Vendor agrees to keep proper records and books in connection with Client's account, detailing expenses incurred on Client's behalf as well as all other information necessary to determine accurate payment hereunder including, without limitation, time spent on Services.. 14.02 Audit Procedure. Upon reasonable written notice and at its own expense, Client or its representative may inspect and audit the books and

records of Vendor or any of its affiliates (solely as such books and records relate to services provided hereunder) during their normal hours of business operation. Upon discovery of any overpayment by Client to Vendor hereunder, Vendor shall immediately return the full amount of such overpayment plus interest in the amount equal to two percent (2%) per month.14.03 Audit Expenses. The fees and expenses of Client or its representatives performing an audit in accordance with this Section shall be borne by Client. However, if an error in charges of more than three percent (3%) of the total amounts due under any billing period is discovered, then such fees and expenses shall be borne by Vendor, and Vendor shall promptly reimburse Client for its audit expenses.15 MISCELLANEOUS15.01 Choice of Law and Venue. The validity and enforcement of this Agreement shall be determined under, governed by and construed in accordance with the [STATE OF INCORPORATION]. Each party agrees that any action or proceeding instituted by either party in connection with this Agreement shall be filed and heard (including any cross complaint, counterclaims, cross-claims and third party claims) only in the appropriate state or federal courts located in San Diego County, California. Each party hereby waives the right to assert the doctrine of forum non convenience or to object to venue to the extent any action or proceeding is brought in accordance with this Section.15.02 Notices. All notices to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given: (i) when hand delivered, (ii) [NUMBER OF BUSINESS DAYS 2] after being mailed, postage prepaid, by registered or certified mail, return receipt requested, or (iii) the next business day after such notice is delivered to an overnight delivery service of prominent national reputation (such as Federal Express or DHL), in each case to the addresses set forth below, or to such other address as either party will designate by written notice provided in accordance with this Section:If to CLIENT:[CLIENT COMPANY][CLIENT ADDRESS]Attn: [CLIENT CONTACT NAME]

If to VENDOR:[VENDOR COMPANY][VENDOR ADDRESS]Attn: [VENDOR CONTACT NAME]

15.03 Assignment; Binding Agreement. Vendor shall not assign or otherwise convey any rights or duties under this Agreement without Client's prior written consent and any such assignment shall be null and void. Any change in the ownership, management or key personnel of Vendor without the prior written consent of Client shall be deemed to be an assignment in contravention of this Section. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, permitted assigns, executors, administrators and legal representatives.15.04 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.15.05 Construction. This Agreement constitutes the entire agreement between the parties and supersedes any other agreements between the parties. This Agreement may not be modified except in a writing signed by the parties hereto. The failure of either party to enforce any of the provisions of this Agreement shall not be considered to be a waiver of such provisions, rights or elections. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall not be impaired or invalidated. As used herein, the word "Person" means any corporation, partnership, entity or individual as the context may require. 15.06 Attorneys' Fees. In the event legal action is made necessary to enforce any provision of this Agreement, the prevailing party shall be paid by the other all reasonable attorneys' fees for such action, together with all costs and expenses incurred pursuant to such legal action.15.07 Survival. The rights and obligations of the parties that by their terms survive the termination of this Agreement as well as those set forth in [SECTION 5],[ SECTION 6], [SECTION 7], [SECTION 8],[SECTION 9], [SECTION 11], [SECTION 12] [SECTION 13], and [SECTION 14] shall survive the termination of this Agreement.

15.08 Right of Set-Off. Client shall have the right to withhold any amounts owed to it under this Agreement or any other from any payment owed to Vendor under this Agreement. 15.09 Time of the Essence. Time is of the essence in the performance of the Services.15.10 Counterparts and Facsimile Delivery. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the Agreement when a duly authorized representative of each party has signed a counterpart. Each party agrees that the delivery of the Agreement by facsimile shall have the same force and effect as delivery of original signatures and that each party may use such facsimile signatures as evidence of the execution and delivery of the Agreement by all parties to the same extent that an original signature could be used.IN WITNESS WHEREOF, this Agreement is entered into and executed by the parties as of the date first above written.[CLIENT COMPANY]By: Name: [CLIENT SIGNATORY NAME]Title: [CLIENT SIGNATORY TITLE]Date: [CLIENT SIGNATURE DATE]

[VENDOR COMPANY]

By: Name: [VENDOR SIGNATORY NAME]Title: [VENDOR SIGNATORY TITLE]Date: [VENDOR SIGNATURE DATE]

[EXHIBIT A][FORM OF STATEMENT OF WORK]

This Statement of Work (this "SOW") is being entered into between [CLIENT COMPANY] (the "Client") and [VENDOR COMPANY] (the "Vendor") and describes the provision of certain services on the terms and conditions described below pursuant to that certain Master Marketing Services Agreement entered into between the parties as of [DATE OF MSA] (the "MSA").Scope of Work: [DESCRIPTION OF THE WORK TO BE PERFORMED]Period of Performance: [NUMBER OF PERIOD OF PERPORMANCE]Fee: [ALL PAYMENT TERMS]Schedule of Deliverables: [ALL RELEVANT DEADLINES FOR DELIVERY OF WORK PRODUCT]Special Requirements: [ANY SPECIAL REQUESTS WITH RESPECT TO THIS PROJECT]All the terms, conditions, and provisions of the MSA are incorporated herein by this reference. If any of the terms and conditions in this SOW conflict with any of the terms and conditions in the body of the MSA, the terms and conditions of the MSA shall control.IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized officer or representative below.[CLIENT COMPANY]By: Name: [CLIENT SIGNATORY NAME]Title: [CLIENT SIGNATORY TITLE]Date: [ CLIENT SIGNATURE DATE]

[VENDOR COMPANY]By: Name: [VENDOR SIGNATORY NAME]Title: [VENDOR SIGNATORY TITLE]Date: [VENDOR SIGNATURE DATE]

EXHIBIT BAll the terms, conditions, and provisions of the Agreement are incorporated herein by this reference. If any of the terms and conditions in this Statement of Work ("SOW") conflict with any of the terms and conditions in the body of the Agreement, the terms and conditions of the Agreement shall control. Capitalized terms not otherwise defined in this SOW shall have the meanings ascribed to such terms in the Agreement.[~include description of services~]

EXHIBIT CFTC GUIDES AGREEMENTIF YOU ARE A MINOR YOUR PARENT OR GUARDIAN'S SIGNATURE MUST BE ON THE FORM. I hereby represent and warrant that I shall (a) comply with the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising effective [FTC GUIDES AGREEMENT DATE], as it may be amended from time to time (the "FTC Guidelines"); and (b) with respect to any "Material Connections" (as defined in the FTC Guidelines), including without limitation, any reward, receipt of free product(s), or compensation (collectively "Compensation") I receive in exchange for my endorsement, promotional statement/image or testimonial (collectively, the "Testimonials") regarding [ADVERTISING] and/or its affiliates products/services, I shall provide truthful and substantiated Testimonials and disclose that I am receiving Compensation for such Testimonials in my Testimonials. This agreement shall be governed by and interpreted in accordance with the laws of the State of California. I acknowledge that no other party nor any agent or attorney of any other party has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce me to execute this document and I acknowledge that I have not executed this instrument in reliance on any such promise, representation or warranty not contained herein. I agree that the invalidity or enforceability of any part of this agreement shall in no way affect the validity or enforceability of any of the remainder of this agreement.I HAVE READ AND HAVE UNDERSTOOD THIS FTC GUIDES AGREEMENT. SIGNATURE [PARENT OR GUARDIAN'S SIGNATORY NAME]

DATE [PARENT OR GUARDIAN'S SIGNATURE DATE]PRINT [PARENT OR GUARDIAN'S PRINT NAME]If the person executing the forgoing agreement is a minor, the following section must be completed.I represent that I am a parent or guardian of the minor who has signed the above agreement, and I hereby agree that we both shall be bound by the FTC Guides Agreement.SIGNATURE DATE [PARENT OR GUARDIAN'S SIGNATURE DATE]PRINT [PARENT OR GUARDIAN'S PRINTED NAME]Relationship to Minor [RELATIONSHIP TO PARENT OR GUARDIAN'S ]Address [PARENT OR GUARDIAN'S ADDRESS]City [NAME OF CITY] State/Province [NAME OF STATE]ZIP Code [ZIP CODE NUMBER] Country [NAME OF COUNTRY]

EXHIBIT D Website Development and Maintenance Terms and Conditions ("Website Terms")1. Definitions. The following terms shall have the meanings set forth below (capitalized terms not otherwise defined in the Website Terms shall have the meanings ascribed to such terms in the Master Marketing Services Agreement)1.01 "Content" means all Client Content and Vendor Content.1.02 "Delivered Product" means all HTML files, Java files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation and any other deliverable prepared for Client by Vendor in accordance with the terms of the Website Terms.1.03 "Delivery Date" means the date that is [NUMBER OF DAYS 6] prior to the Launch Date. 1.04 "Domain Name" means the domain name specified for the Website, as may be modified by Client from time to time.

1.05 "Intellectual Property Rights" means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, "Rental" rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).1.06 "Launch Date" means the launch date of the Website as agreed upon by Client and Vendor, as such date may be extended pursuant to [SECTION 2.04].1.07 "Client Content" means text, pictures, sound, graphics, video and other data supplied by Client to Vendor for incorporation into the Website, as such materials may be modified from time to time.1.08 "Specifications" means Client's requirements set forth in [SECTION 2.01] below, as amended or supplemented in accordance with the Website Terms.1.09 "Vendor Content" means text, pictures, sound, graphics, video and other data supplied by Vendor (or by third parties, including users of the Website, to Vendor) for incorporation into the Website from time to time, as approved by Client.1.10 "Vendor Tools" means any tools, both in object code and source code form, which Vendor has already developed or which Vendor independently develops or licenses from a third party, excluding any tools which Vendor creates pursuant to the Website Terms. By way of example, Vendor Tools may include, without limitation, toolbars for maneuvering between pages, search engines, Java applets, and ActiveX controls. 1.11 "Website" means the user interface, functionality and Content made available on pages under the Domain Name.2 Website Development.2.01 Specifications. The Website shall include those specifications and features included in the applicable Work Order and/or as requested by Client from time to time.2.02 Development. Vendor shall provide design, programming and other consulting services with respect to the Website as specified by Client from

time to time. Vendor will provide the initial Delivered Product to Client in accordance with the Delivery Date. 2.03 Vendor Tools. In the event any Vendor Tools are incorporated into or are used in conjunction with the Website, or any Vendor Tools are used to manipulate Content for distribution on the Website, then Vendor hereby grants to Client a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Vendor Tools in any media now known or hereafter known. Throughout the term of the Website Services and immediately upon termination, Vendor shall provide to Client the most current copies of any Vendor Tools to which Client has rights pursuant to the foregoing, plus any related documentation.2.04 Shadow Site; Acceptance. Vendor shall make available complete versions of the Delivered Product on a password protected server (the "Shadow Site") for Client's review and acceptance on or prior to the Delivery Date. Client shall have [NUMBER OF DAYS 7] to review and evaluate the Delivered Product (the "Acceptance Period") to assess whether it meets the Specifications and is otherwise satisfactory to Client. If Client rejects the Delivered Product during the Acceptance Period, Client may, in its sole discretion, elect to: (a) extend the Launch Date and allow additional time for Vendor to provide the revised Delivered Product for acceptance testing in accordance with this section; (b) revise the Specifications and to negotiate an appropriate reduction in the Fee (as defined below) to reflect the revised Specifications; (c) complete the Delivered Product and deduct the costs of completion from the Fee; or (d) terminate the Website Services, in which case [SECTION 6.03] applies.2.05 Search Engine Optimization. Vendor shall provide a sitemap of the Website in XML format, register the Website with all industry standard search engines and directories, including any search engine and directories specifically requested by Client, and otherwise throughout the term of the Website Services optimize the volume and quality of traffic to the Website.2.06 Back up of Delivered Product. Prior to initial acceptance of the Delivered Product, Vendor shall back up its work at least once every [NUMBER OF DAYS 8] and to store such back-up materials in a secure site at a separate location.3 Modifications. If Client desires to modify the Website (including the Specifications) at any time during the term of the Website Terms, Client shall describe the additional services or deliverables to Vendor (the "Change Notice"). Upon receipt of a Change Notice, Vendor shall submit a change

order proposal (the "Change Order") which includes a statement of any additional charges and, if the Change Notice is provided prior to initial acceptance of the Delivered Product pursuant to [SECTION 2.04], any adjustments to the Delivery Date resulting from the proposed Change Notice. On Client's written approval of the Change Order, the Change Order will become a part of the Website Terms. Any additional deliverables or changes to the Website described in the Change Order shall be subject to acceptance testing at the Shadow Site as described in [SECTION 2.04]. 4 Web Hosting. Following Client's initial acceptance of the Delivered Product pursuant to [SECTION 2.04], Vendor shall provide the following web hosting services:4.01 Domain Name. If requested by Client, Vendor at its expense shall cooperate with Client in registering the Domain Name with InterNIC prior to the Launch Date. Client shall own all right, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto. Unless otherwise specified by Client, Vendor shall list Client's project liaison as the administrative, technical and billing contact in such registration.4.02 Content Control. Client shall have sole control over the Content. Vendor shall not supplement, modify or alter any Delivered Product which has been accepted by Client or any Content (other than modifications strictly necessary to upload the Content to the Website) except with Client's prior written consent. Vendor shall upload all Content, including updates, to the Website within [NUMBER OF HOURS] of delivery to Vendor. Vendor shall also permit Client to electronically transmit or upload Content directly to the Website.4.03 Site Backup. At Vendor's expense, Vendor shall maintain a complete and current copy of the Website on a server located at a remote location. In the event that service is interrupted to the Website, the remote server shall be immediately activated so that public access to the Website continues without interruption. 4.04 Site Downloads. Vendor at its expense shall make a complete backup of the Website every day. On the first day of every month, and at any other time as reasonably requested by Client, Vendor at its expense shall deliver to Client a complete electronic copy of the Website (including all Vendor Tools).4.05 Server Logs. On the first day of every month, and at any other time as reasonably requested by Client, Vendor at its expense shall deliver to Client in electronic form the server logs of Website activity (the "Server Logs").

4.06 Service Levels. Vendor's hosting standards shall conform to the following:(a) Web Site Uptime. The Website shall be publicly available to users a minimum of 99.99% of the time during any [NUMBER OF DAYS 9] period.(b) Remedy: If the Website availability of customer's Website is less than 99.99%, Vendor will issue a credit to Client in accordance with the following schedule, with the credit being calculated on the basis of the Fee attributable to the development and maintenance of the Website:Web Site AvailabilityCredit Percentage99.9 to 100%0%98% to 99.8%10%95% to 97.9%25%90% to 94.9%50%89.9% or below100%

(c) Security. Vendor shall prevent unauthorized access to the Shadow Site, other restricted areas of the Website and any databases or other sensitive material generated from or used in conjunction with the Website; and Vendor shall notify Client of any known security breaches or holes.(d) Inapplicability of Force Majeure. The foregoing standards shall apply regardless of the cause of the interruption in service, even if the interruption in service was beyond the control of Vendor.4.07 Client License. During the period that Vendor provides web hosting services pursuant to this [SECTION 5], Client hereby grants to Vendor a non-exclusive, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display and digitally perform the Client Content and Delivered Product only on or in conjunction with the Website.

Client grants no rights other than explicitly granted herein, and Vendor shall not exceed the scope of its license.4.08 Termination During Website Hosting. In the event of expiration or termination of the Website Terms for any reason while Vendor is providing Web hosting services pursuant to [SECTION 4], Vendor shall download all materials on the Website to a medium of Client's choosing and deliver such materials to Client by 5 p.m. the same business day. In addition, at no cost to Client, Vendor shall: (a) keep the Website publicly accessible for a period of[NUMBER OF DAYS 10] following the date of termination of the Website Servicese; (b) if the transfer requires a change in the Domain Name, immediately upon the date that the Website is no longer publicly accessible, and for a [NUMBER OF PERIOD MONTHS] thereafter, maintain the Website's URL and, at such URL, provide 1 page (including a hypertext link) that Client may use to direct its users to its new Website or some other URL of Client's choosing; and (c) if the transfer does not require a change in the Domain Name, cooperate with Client in assigning a new IP address to the Domain Name as Client may request and transferring all operations of the Website to a new provider.5 Vendor Warranties. Vendor warrants that the Delivered Product and Vendor Tools will conform to their applicable Specifications or acceptance criteria when delivered And Shall continue to do so until the sooner to occur of the expiration or termination of the Website as agreed upon by Client or a [NUMBER OF PERIOD YEAR] from its launch.

[SCHEDULE 1]BILLING AND SERVICE RATES

EXHIBIT EVENDOR TRAVEL AND OUT OF POCKET EXPENSES POLICY