EXHIBIT (10.15)




                  DEVELOPMENT AND LICENSE AGREEMENT



                             Between



                       SEARS, ROEBUCK AND CO.



                               and



                  CONSUMER PROGRAMS INCORPORATED





                         January 31, 2001


























              (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

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                            TABLE OF CONTENTS
ARTICLE                                                     PAGE
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<S>  <C>                                                     <C>
I.    GENERAL ..............................................  2
      1.1   Purpose of Agreement ...........................  2
      1.2   Definitions ....................................  2
      1.3   License Grant ..................................  5
      1.4   Exclusivity Obligations ........................  5
            1.4.1 Licensee Obligations .....................  5
            1.4.2 Sears' Obligations .......................  6
            1.4.3 Reserved Rights ..........................  6
      1.5   Kodak Licenses .................................  6
      1.6   Sears Participation in Licensee ................  6
      1.7   No Representations .............................  7

II.   DEVELOPING AND IMPLEMENTING THE LICENSED WEBSITE .....  7
      2.1   Overview .......................................  7
      2.2   Requirements Phase .............................  7
      2.3   Project Plan ...................................  7
            2.3.1 Specifications ...........................  8
            2.3.2 Performance Standards ....................  8
            2.3.3 Implementation Workplan ..................  8
            2.3.4 Testing Criteria .........................  8
      2.4   Implementation of the Project Plan .............  9
            2.4.1 Implementation Delays ....................  9
                  2.4.1.1 Additional Personnel .............  9
                  2.4.1.2 Right to Withhold Payment ........  9
                  2.4.1.3 No Obligation for Sears' Delays ..  9
            2.4.2 Change Order Process .....................  9
      2.5   Testing and Certification ...................... 10
            2.5.1 Certification ............................ 10
            2.5.2 Failure to Achieve Certification ......... 10
            2.5.3 Post-Certification Modifications to
                   Licensed Website ........................ 10
      2.6   User Documentation ............................. 11
      2.7   Source Code Escrow ............................. 11
            2.7.1 Deposits ................................. 11
            2.7.2 Timing of Deposits ....................... 11
            2.7.3 Escrow Costs ............................. 12
            2.7.4 License to Sears ......................... 12

III.  ONGOING OPERATION OF THE LICENSED WEBSITE ............ 12
      3.1   Operating Standards ............................ 12
            3.1.1 General .................................. 12
            3.1.2 Service Level Credits .................... 12
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<S>  <C>                                                     <C>
      3.2   Hosting Services ............................... 13
      3.3   Equipment ...................................... 13
      3.4   Disaster Recovery Plan ......................... 13
      3.5   Development Environment ........................ 13
      3.6   Administration of Domain Names ................. 13
      3.7   Licensee Customer Agreements ................... 14
      3.8   Customer Care .................................. 14
      3.9   Consistent Image ............................... 14
      3.10  Permits and Licenses ........................... 14
      3.11  No Sears' Obligations .......................... 14
      3.12  Market-Leading Services and Technology ......... 14

IV.   MARKETING OF THE LICENSED BUSINESS ................... 15
      4.1   Promotion of Licensed Website .................. 15
            4.1.1 Marketing Materials ...................... 15
            4.1.2 Access to Sears Marketing Channels ....... 15
            4.1.3 Associate Discounts ...................... 15
      4.2   Links and Advertising Requirements ............. 16
            4.2.1 Links to Sears Websites .................. 16
            4.2.2 Links to Licensee or Third Party Sites ... 16
            4.2.3 Advertising on Licensed Website .......... 16
      4.3   Use of Sears Marks ............................. 16
            4.3.1 Restrictions on Use of Sears Marks ....... 16
            4.3.2 No Challenge to Sears Marks .............. 16
            4.3.3 Rights in Sears Marks .................... 17
            4.3.4 Registration of Marks .................... 17
            4.3.5 License to Licensee Marks ................ 17
            4.3.6 Injunctive Relief ........................ 17
            4.3.7 No Continuing Rights Upon Termination .... 18
      4.4   Content Licenses ............................... 18
            4.4.1 General .................................. 18
            4.4.2 Use Restrictions ......................... 18
      4.5   No Unsolicited or Permissioned Email Campaigns
             Without Sears' Approval ....................... 18

V.    PERSONNEL ............................................ 19
      5.1   Licensee Personnel ............................. 19
            5.1.1 General .................................. 19
            5.1.2 Employee Compensation .................... 19
      5.2   Removal/Reassignment of Licensee Personnel by
             Licensee ...................................... 19
      5.3   Sears' Personnel ............................... 19
      5.4   Subcontracting ................................. 20
      5.5   Right to Access; Identification Credentials;
             Facility Rules ................................ 20
      5.5.1 Right of Access ................................ 20
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            5.5.2 Facility Rules ........................... 20

VI.   PAYMENT TERMS ........................................ 20
      6.1   Business Development Fee ....................... 20
      6.2   Sears Fees ..................................... 21
      6.3   Payment Methods for Sales ...................... 21
      6.4   Payment Settlement ............................. 21
      6.5   Payment of Sears Fees .......................... 22
      6.6   Payment of Obligations ......................... 22
      6.7   Rights of Recoupment and Setoff ................ 22
      6.8   Survivability .................................. 23

VII.  ADMINISTRATION OF THE AGREEMENT ...................... 23
      7.1   Relationship Managers .......................... 23
      7.2   Meetings ....................................... 23
            7.2.1 Quarterly Review Meetings ................ 23
            7.2.2 Weekly Status Meetings ................... 23
            7.2.3 Agenda; Minutes .......................... 24
      7.3   Reports ........................................ 24
            7.3.1 Monthly Performance Reports .............. 24
            7.3.2 Other Reports ............................ 25
      7.4   Audit Rights ................................... 25
            7.4.1 Financial ................................ 25
            7.4.2 Operational .............................. 25
            7.4.3 Underreporting ........................... 26
      7.5   Survivability .................................. 26

VIII. REPRESENTATION AND WARRANTIES ........................ 26
      8.1   Functionality and Performance Warranties ....... 26
            8.1.1 Functionality of Licensed Website ........ 26
            8.1.2 Performance Standards .................... 27
            8.1.3 Scalability .............................. 27
            8.1.4 Disabling Code Warranty .................. 27
            8.1.5 Open Architecture Warranty ............... 27
            8.1.6 Year 2000 Compliance ..................... 28
            8.1.7 Correction of Failure to Meet Functionality
                   and Performance Warranties .............. 28
      8.2   Complete Description of Licensee Software ...... 28
      8.3   User Documentation Warranty .................... 28
      8.4   Services Warranty .............................. 29
      8.5   Provision of Goods and Services ................ 29
      8.6   Intellectual Property Warranty ................. 29
      8.7   Warranty of Authority .......................... 29

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      8.8   Pending Litigation Warranty .................... 29
      8.9   Compliance With Law ............................ 29

IX.   TERM AND TERMINATION ................................. 30
      9.1   Term  .......................................... 30
      9.2   Mutual Right of Termination .................... 30
      9.3   Termination of Agreement by Sears With Notice .. 30
      9.4   Termination of Agreement by Sears Without
             Further Notice ................................ 31
      9.5   Termination of Agreement by Licensee ........... 31
      9.6   Rights of Parties Upon Termination or Expiration
             of Agreement .................................. 32
            9.6.1 General .................................. 32
            9.6.2 Expiration of Agreement Without Renewal .. 32
            9.6.3 Termination Without Cause By Sears or
                   for Cause By Licensee ................... 32
            9.6.4 Termination Without Cause By Licensee or
                   for Cause By Sears ...................... 33
            9.6.5 Perpetual License to Licensee Software ... 34
      9.7   Survivability .................................. 35

X.    PROPRIETARY RIGHTS; CUSTOMER AND CONFIDENTIAL
       INFORMATION ......................................... 35
      10.1  Proprietary Rights ............................. 35
            10.1.1 Licensee's Proprietary Rights ........... 35
            10.1.2 Sears' Proprietary Rights ............... 35
            10.1.3 Joint Ownership Rights .................. 35
            10.1.4 Competitive Advantage Rights ............ 35
            10.1.5 General Knowledge ....................... 36
      10.2  Monitoring of Traffic and Sales ................ 36
      10.3  Customer Information ........................... 36
      10.4  Confidential Business Information .............. 36
            10.4.1 Sears' Confidential Business Information. 36
            10.4.2 Licensees' Confidential Business
                    Information ............................ 37
            10.4.3 Agreement Confidential .................. 37
            10.4.4 Treatment of Confidential Business
                    Information ............................ 37
            10.4.5 Exceptions to Confidential Treatment .... 38
            10.5  Confidential Personal Information ........ 39
            10.5.1 Confidential Personal Information ....... 39
            10.5.2 Treatment of Confidential Personal
                    Information ............................ 39
      10.6  Injunctive Relief .............................. 40
      10.7  Survivability .................................. 40

XI.   DEFENSE AND INDEMNITY ................................ 41
      11.1  By Licensee .................................... 41

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      11.1.1 Defense ................................. 41
            11.1.2 Indemnity ............................... 41
      11.2  By Sears ....................................... 42
            11.2.1 Defense ................................. 42
            11.2.2 Indemnity ............................... 42
      11.3  Survival ....................................... 43

XII.  INSURANCE ............................................ 43
      12.1  Types of Insurance ............................. 43
      12.2  No Cancellation Without Notice ................. 44
      12.3  Certificates ................................... 44
      12.4  Expiration/Non-Renewal ......................... 44

XIII. DISPUTE RESOLUTION ................................... 45
      13.1  Relationship Manager Level Performance Review .. 45
      13.2  Executive Level Performance review ............. 45
      13.3  Voluntary, Non-Binding Mediation ............... 45
      13.4  Continued Performance .......................... 45
      13.5  Equitable Relief ............................... 45

XIV.  MISCELLANEOUS ........................................ 45
      14.1  Relationship of Parties ........................ 45
      14.2  Assignment ..................................... 46
            14.2.1 General ................................. 46
            14.2.2 Change of Control ....................... 46
            14.2.3 Assignment to Centrics .................. 46
      14.3  Assignment by Sears ............................ 48
      14.4  Binding Nature ................................. 48
      14.5  Publicity ...................................... 48
      14.6  Cumulative Remedies ............................ 48
      14.7  Bankruptcy ..................................... 48
      14.8  Severability ................................... 48
      14.9  Governing Law .................................. 49
      14.10 Headings ....................................... 49
      14.11 Interpretation ................................. 49
      14.12 Notices ........................................ 49
      14.13 Incorporation of Recitals ...................... 50
      14.14 Entire Agreement ............................... 50


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                            TABLE OF CONTENTS (...continued)

SCHEDULES AND EXHIBITS
<S>                         <C>
Schedule 1.2                Definitions
Schedule 1.2(b)             Authorized Products
Schedule 1.2(e)             Description of Licensed Business
Schedule 1.2(g)             Licensee Software
Schedule 1.2(p)             Sears Marks
Schedule 1.2(s)             Source Code
Schedule 1.4.1              Exceptions to Licensee's
                             Exclusivity Obligations
Schedule 1.4.1(c)           Direct Competitors
Schedule 2.3.1              Specifications
Schedule 2.3.2(a)           Performance Standards
Schedule 2.3.2(b)           Minimum Operating Standards
Schedule 2.5.3              Form for Approval for Post-
                             Certification Changes
Schedule 3.1.1              Privacy Policy
Schedule 3.1.2              Service Level Credits
Schedule 3.4                Disaster Recovery Plan
Schedule 3.6                Domain Names
Schedule 3.8                Customer Support Hours
Schedule 4.3.3              Licensee's Marks
Schedule 5.1.1              Licensee's Key Personnel
Schedule 5.4                Approved Contractors
Schedule 6.1                Business Development Fee
Schedule 6.2                Sears Fees
Schedule 6.3                Credit Card Conditions
Attachment 1 to
 Schedule 6.3               Operating Instructions
Schedule 7.2.1              Agenda Items for Quarterly Review
                             Meetings
Schedule 7.3.2              Licensed Website Reports
Schedule 9.6.4(d)           Transition Services
Schedule 9.6.4(f)           Transfer of Know-How
Schedule 9.6.4(h)           Assets of the Licensed Business
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                        SCHEDULES AND EXHIBITS

<S>                         <C>
Exhibit 1                   Third Amendment to Sears Portrait
                             Studio License Agreement
Exhibit 2                   Kodak Letter of Intent
Exhibit 3                   Master Project Plan
Exhibit 4                   Source Code Escrow Agreement
Exhibit 5                   Photofinishing Services Agreement

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                              i


              DEVELOPMENT AND LICENSE AGREEMENT
              ---------------------------------
This Development and License Agreement, together with all
Schedules and Exhibits attached hereto (collectively, the
"Agreement") is made as of January 31, 2001 (the "Effective
Date"), by and between SEARS, ROEBUCK AND CO., a New York
corporation ("Sears"), and Consumer Programs Incorporated, a
Missouri corporation, by and on behalf of itself and its
Affiliates (jointly and severally, "Licensee").

                       R E C I T A L S
                       ---------------

A.   CURRENT RELATIONSHIP

     WHEREAS, Sears and Licensee have a long-standing
relationship in which Licensee has and, pursuant to that
certain Portrait Studio License Agreement, dated January 1,
1999, as amended ("Portrait Studio License Agreement"),
continues to operate the Sears Portrait Studios.

     WHEREAS, Licensee desires to expand its relationship with
Sears and the Sears Portrait Studio business through the
development and operation of an Internet-based business related
to photofinishing, archiving and related services, all more
fully described as the "Licensed Business" in Section 1.2(e) of
this Agreement.

B.   PORTRAIT ARCHIVING FUNCTIONALITY

     WHEREAS, a major factor in Sears entering into this
Agreement is Licensee's agreement, as part of the Licensed
Business, to develop certain functionality related to uploading
images and processing customer orders directly from the Sears
Portrait Studios to the Licensed Business ("Portrait Archiving
Functionality").

     WHEREAS, in order for the Portrait Archiving Functionality
to be completely operational, Licensee must develop and implement
an interface from each of the Sears Portrait Studios
to the Licensed Business.

     WHEREAS, to induce Sears to enter into this Agreement,
Licensee has entered into that certain Third Amendment to the
Portrait Studio License Agreement executed contemporaneously
with the execution of this Agreement, a copy of which is
attached hereto as Exhibit 1 ("Third Amendment") pursuant to
which Licensee has agreed to develop and implement the necessary
interfaces from the Sears Portrait Studios to the Licensed
Business, all in accordance with the terms of the Third
Amendment.

C.   KODAK LICENSES

     WHEREAS, through Licensee's due diligence efforts into the
feasibility of the Licensed Business, Licensee has discovered
that Eastman Kodak Company and one or more of its subsidiaries
(collectively, "Kodak") own certain inventions, namely the
inventions claimed in United States Patent Numbers 5,760,917;
6,017,157; 6,133,985; and 5,666,215 ("Kodak Inventions") that
appear to be related to the Licensed Business.

                              1

     WHEREAS, Sears desires to license to Licensee certain
rights with respect to the Licensed Business but only if and to
the extent that Licensee obtains, to Sears' sole satisfaction,
certain assurances from Kodak that Sears and the Licensed
Business will not be adversely affected by Kodak and the Kodak
Inventions, including, without limitation, Licensee obtaining a
license from Kodak with respect to all of the Kodak Inventions.

     WHEREAS, Licensee has obtained from Kodak that certain
Letter Agreement, dated January 31, 2001, between Licensee and
Kodak, a copy of which is attached hereto as Exhibit 2 ("Kodak
Letter Agreement").

D.   CENTRICS

     WHEREAS, Licensee has expressed a desire to assign this
Agreement, at some future time, to a subsidiary of Consumer
Programs Incorporated that will operate under the name
"Centrics Technology" ("Centrics").

     WHEREAS, to induce Sears to consider permitting such an
assignment to Centrics, Licensee has agreed to guarantee
Centrics' entire performance under this Agreement in accordance
with the terms set forth in this Agreement.

                          * * * * *

     WHEREAS, based on the promises, covenants and
representations of Licensee set forth in these Recitals and in
this Agreement, Sears has agreed to enter into this Agreement.

NOW, THEREFORE, Sears and Licensee agree as follows:

I.   GENERAL

     1.1   PURPOSE OF AGREEMENT.  This Agreement represents the
terms and conditions under which the parties will design,
develop, implement, promote the use of, operate, support and
maintain the Licensed Business.

     1.2   DEFINITIONS.  Capitalized terms used herein shall
have the meanings ascribed to them in the body of this
Agreement and/or in the Schedules, Exhibits, Attachments,
Addenda and other documents attached to this Agreement and
incorporated herein by reference, or as defined below.
Schedule 1.2 sets forth an index of all other defined terms.

           (a) "Affiliate" means any person, firm, corporation,
     partnership (including general partnerships, limited
     partnerships, and limited liability partnerships), limited
     liability company, joint venture, business trust,
     association or other entity that now or in the future,
     directly or indirectly:  (i) controls, is controlled with
     or by or is under common control with a party; or (ii) with
     respect to Sears, is managed, operated or directed by
     Sears.  For purposes of the foregoing, "control" shall mean,
     with respect to:  (iii) a corporation, the ownership,
     directly or indirectly, of fifty percent (50%) or more of
     the voting

                              2

     power to elect directors thereof or, for purposes
     of foreign corporations, if less than fifty percent (50%),
     the amount allowed by applicable law; and (iv) any other
     entity, power to direct the management of such entity.

           (b) "Authorized Products" means the products and
     services identified in Schedule 1.2(b), as may be amended
     by: (i) Sears from time to time to reflect additional
     products and services; and (ii) the mutual written consent
     of the parties to reflect the removal of any product and/or
     service from Schedule 1.2(b).

           (c) "Enhancements" means any new releases,
     improvements, modifications, upgrades, updates, fixes and
     additions to the Licensee Software that Licensee or the
     applicable vendor makes available to correct deficiencies
     and/or improve or extend the capabilities, including
     increases in the speed, efficiency or ease of operation of
     the Licensee Software, as well as any new software
     designated in writing by Licensee to be an Enhancement,
     and shall include any re-platformed software, whether on
     different operating systems or equipment.  Enhancements
     shall include all Web-based versions and any updated data,
     replacement, improvement, patch, major product upgrade
     (e.g., version 1.0 to 2.0), minor product upgrade (e.g.,
     version 2.0 to 2.1) or maintenance upgrade (e.g., version
     2.1 to 2.1a or 2.1.1).

           (d) "Gross Sales" means all of Licensee's direct
     or indirect sales of services, products, goods and/or
     merchandise consummated through the Licensed Business,
     including sales arising out of referrals, contacts or
     recommendations obtained from customers through the
     Licensed Business.

           (e) "Licensed Business" means the business described
     in Schedule 1.2(e), which may be amended from time to time
     by the mutual written consent of the parties.

           (f) "Licensed Website" means the web site located on
     the World Wide Web at the IP addresses 129.250.35.31 on the
     primary name server and 192.67.14.15 on the secondary name
     server.

           (g) "Licensee Software" means the software described
     in Schedule 1.2(g) and any Enhancements thereto.

           (h) "Net Sales" means Gross Sales, less sales taxes,
     returns and allowances and any actual, documented expenses
     charged by a Third Party service provider to, and paid by,
     Licensee and then charged, without further mark-up, by
     Licensee to customers of the Licensed Business.

           (i) "Permissioned Email" shall mean email messages
     which are transmitted for the purpose of advertising or
     promotion of the Authorized Products covered by this
     Agreement, whereby the transmitter of such email messages
     has first obtained from a customer:  (a) such person's
     email address; and

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     (b) an affirmative expression of consent to receive
     unsolicited advertising and/or promotional emails, which
     customer's affirmative expression of consent is deemed
     acceptable by Sears in Sears' sole discretion.

           (j) "Release 1.0" means the Release of the Licensed
      Website that incorporates the functionality for Release
      1.0 as described in the Master Project Plan.

           (k) "Release 1.1" means the Release of the Licensed
     Website that incorporates the functionality for Release 1.1
     as described in the Master Project Plan.

           (l) "Release 1.2" means the Release of the Licensed
     Website that incorporates the functionality for Release 1.2
     as described in the Master Project Plan.

           (m) "Release 2.0" means the Release of the Licensed
     Website that incorporates the functionality for Release 2.0
     as described in the Master Project Plan.

           (n) "Release 3.0" means the Release of the Licensed
      Website that incorporates the functionality for Release
      3.0 as described in the Master Project Plan.

           (o) "Sales" means Gross Sales and Net Sales.

           (p) "Sears Marks" means the trademarks, service marks
     and trade names identified in Schedule 1.2(p), as may be
     amended by Sears from time to time.

           (q) "Sears Site" means any web site operated under
     a domain name proprietary to Sears.

           (r) "Service Rates" means:  (i) One Hundred
     Twenty-Five Dollars ($125.00) per hour; provided, however,
     Licensee may adjust the rate once annually by an amount
     equal to the percentage change between the base salary for
     software engineers in the then-current calendar year and
     the base salary for software engineers in the prior year as
     reported in the Datamasters Annual Computer Industry Salary
     Survey for Software Engineers ("CISSE"); and (ii) the
     reasonable actual, documented out-of-pocket expenses
     incurred by Licensee in performing the Transition Services.
     For example, if the CISSE salary for software engineers was
     $100K in 2001, and had increased to $125K in 2002, the base
     rate of $125 per hour would be multiplied by 1.25 to
     compute an applicable service rate for 2002.

                              4

           (s) "Source Code" means computer software in the form
     of source statements for the Licensee Software including
     the items identified in Schedule 1.2(s).

           (t) "Territory" means the United States, Puerto Rico
     and Canada and any other country or territory into which
     Sears expands the Licensed Business.

           (u) "Third Party" means persons, corporations and
     entities other than Sears, Licensee or any of their
     Affiliates.

           (v) "Third Party Site" means any web site on the
     World Wide Web other than the Licensed Website or a Sears
     Site.

           (w) "Transition Period" means the period of time
     following the effective date of termination of this
     Agreement in which Licensee shall provide the Transition
     Services and other services required for an orderly
     transition of the Licensed Business to Sears or a Third
     Party designated by Sears in its sole discretion.

           (x) "Wind-Down Period" means the period of time
     following the effective date of termination of this
     Agreement in which Licensee shall wind-down the operation
     of the Licensed Business.

     1.3   LICENSE GRANT.  During the Term and, as applicable,
any Wind-Down Period or Transition Period, subject to the terms
and conditions of this Agreement, Sears grants to Licensee the
non-exclusive (except to the extent set forth in Section 1.4.2),
non-transferable (except as permitted by Section 14.2), limited
license to:  (a) operate the Licensed Business in the Territory
under the name "searsphotos.com"; (b) operate the Internet-based
aspects of the Licensed Business solely through the Licensed
Website for fulfillment to customers in the Territory; and
(c) use the Sears Marks in the Territory in connection with the
Licensed Business.

     1.4   EXCLUSIVITY OBLIGATIONS.

           1.4.1  Licensee Obligations.  Except as set forth in
     Schedule 1.4.1, during the Term and for the applicable
     restricted period identified in Section 9.6 following the
     termination or expiration of this Agreement (the
     "Restricted Period"), Licensee and its Affiliates shall
     not, directly or indirectly, in the Territory:  (a)
     participate in or develop, implement, operate, host,
     support and/or maintain any web site, interactive medium
     or business that (i) competes with the Licensed Business
     and/or (ii) offers products and/or services similar to the
     products and services offered by the Licensed Business; (b)
     have any direct or indirect, controlling or non-
     controlling interest as a disclosed or beneficial owner,
     investor, partner, director, officer, employee, manager,
     consultant, representative or agent, or in any other
     capacity in any web site, interactive medium or business
     that (i) competes with the Licensed Business and/or (ii)
     offers products and/or services similar to the products
     and services offered by the Licensed Business; or

                              5

     (c) develop, support and/or maintain and/or license,
     sublicense, sell, lease or otherwise transfer the Licensee
     Software for or to: (i) any web site, interactive medium or
     business that (A) competes with the Licensed Business and/or
     (B) offers products and/or services similar to the products
     and/or services offered by the Licensed Business; (ii) any
     non-online business that offers or sells traditional and
     digital camera photofinishing and archiving services,
     professional portrait photography studio services and/or
     related portrait products; or (iii) any of the companies
     identified in Schedule 1.4.1(c) ("Direct Competitors").
     If, during the Term, Sears elects to expand the Licensed
     Business to any country or territory outside of the
     Territory and Licensee has no operations similar to the
     Licensed Business located within such country or territory,
     Licensee's exclusivity obligations under this Section shall
     expand automatically to such country or territory for the
     remainder of the Term and during the applicable Restricted
     Period.

           1.4.2  Sears' Obligations.  Subject to the terms of
     Section 1.4.3, Sears shall not authorize any Third Party to
     use the Sears Marks or any of the Domain Names to develop
     and operate a business through the Internet that offers:
     (a) traditional and digital camera photofinishing and
     archiving; (b) the ability for customers to order, store,
     organize and share photographic images through the
     Internet; or (c) a mail-order service for traditional and
     digital camera photofinishing.

           1.4.3  Reserved Rights.  Notwithstanding any terms of
     this Agreement to the contrary, except as expressly set
     forth in Section 1.4.2 above, Sears expressly reserves the
     right to promote, offer and sell to its actual and
     prospective customers, and to permit any Third Party to
     promote, offer and sell, at any retail store operated by
     Sears or any of its Affiliates, through any Sears Site
     and/or through any Third Party Sites, products and/or
     services that are similar to the Authorized Products or
     that compete with the Licensed Business.

     1.5   KODAK LICENSES.  Following the Effective Date,
Licensee shall engage in good faith negotiations with Kodak to
obtain licenses to make, have made and use the Kodak Inventions
for purposes of Licensee and Sears fulfilling their respective
obligations under this Agreement.  Licensee shall bear the sole
costs of obtaining such licenses and shall pay any and all
royalties or fees due to Kodak under the licenses or otherwise.
In the  event Licensee and Kodak fail to execute, on or before
December 31, 2001, a definitive agreement with Kodak ("Kodak
Definitive Agreement") for all of the Kodak Inventions, which
license agreement shall be satisfactory to Sears, Sears shall
have the right to terminate this Agreement pursuant to Section
9.3.

     1.6   SEARS PARTICIPATION IN LICENSEE. Following an
assignment by Consumer Programs Incorporated ("CPI") of this
Agreement in accordance with Section 14.2, Licensee shall
provide Sears with prior written notice of all meetings of
Centrics' board of directors or, in the event Centrics is not
formed as a corporation, its equivalent ("Centrics Board of
Directors"), and an individual selected by Sears ("Sears
Designee")

                              6

shall have the right, during the Term and, as applicable, any
Wind-Down Period or Transition Period, to attend each meeting of
the Centrics Board of Directors, whether formal or informal,
only to the extent discussions are related to the Licensed
Business.  Licensee shall have the right to excuse the Sears
Designee from any discussions:  (a) not related to the Licensed
Business; or (b) related to the termination or breach of this
Agreement by either party.  Licensee shall deliver notice of
such meetings to the Sears Designee in the same manner and at
the same time as notices are sent to all other members of the
Centrics Board of Directors.  Sears shall have the right, at
any time, to replace the Sears Designee with another
individual selected by Sears.

     1.7   NO REPRESENTATIONS.  Sears makes no promises or
representations whatsoever as to the potential amount of
business Licensee can expect to generate at any time from the
Licensed Business.  Licensee is solely responsible for any
expenses it incurs related to this Agreement, including
Licensee's employees or any expenditures for the development,
dissemination, or operation of the Licensed Website, the
Licensed Business or for any facilities or equipment acquired
in connection with its performance under this Agreement.

II.  DEVELOPING AND IMPLEMENTING THE LICENSED WEBSITE

     2.1   OVERVIEW.  Licensee shall develop and implement the
Licensed Website in accordance with a master project plan
("Master Project Plan") that outlines the functionality that
Licensee will develop for each release ("Release") of the
Licensed Website.  The Master Project Plan shall be developed
by Licensee and approved by Sears.  Each Release of the
Licensed Website will add successively to the functionality
and performance of the Licensed Website and will be developed
and implemented in accordance with the Master Project Plan
and the terms of this Article II.  Licensee shall:
(a) solicit Sears' input relating to the development and
implementation of each Release of the Licensed Website;
(b) allow Sears to have input into the functionality and
capabilities of each Release of the Licensed Website; and
(c) keep Sears fully informed as to the status of the
development and implementation of each Release of the Licensed
Website in accordance with the terms set forth in Sections 7.2
and 7.3.  The initial version of the Master Project Plan, which
covers Release 1.0, Release 1.1, Release 1.2, Release 2.0 and
Release 3.0 and has been approved by Sears, is attached hereto
and incorporated herein as Exhibit 3.

     2.2.  REQUIREMENTS PHASE.  Preparation for development of
each Release of the Licensed Website shall commence with a
requirements phase in which Licensee shall establish, with input
from Sears, the functional and performance requirements
("Requirements") for the applicable Release.  Following the
requirements phase, Licensee shall develop a project plan
("Project Plan") in accordance with Section 2.3.

     2.3   PROJECT PLAN.  For each Release of the Licensed
Website, Licensee shall prepare a detailed Project Plan that
includes:

           (a) the date for commencing development of the
     applicable Release and the date of the initial launch of
     the applicable Release ("Launch Date");

                              7

           (b) Specifications developed in accordance with
     Section 2.3.1;

           (c) Performance Standards developed in accordance
     with Section 2.3.2;

           (d) an Implementation Workplan developed in
     accordance with Section 2.3.3;

           (e) Testing Criteria developed in accordance with
     Section 2.3.4; and

           (f) any other mutually agreed terms.

Licensee shall submit the Project Plan to Sears for Sears'
approval prior to beginning the development and implementation
of each applicable Release of the Licensed Website.  Once
approved by Sears and Licensee, the Project Plan shall not
be changed, modified or amended except in accordance with the
terms set forth in Section 2.4.

          2.3.1  Specifications.  Licensee shall prepare
     specifications ("Specifications") for each Release of the
     Licensed Website, which Specifications shall be based on
     the Requirements and shall include the items set forth in
     Schedule 2.3.1.  Upon Certification of the applicable
     Release, Licensee shall incorporate the Specifications for
     such Release into the Specifications for the prior
     Release(s) and provide to Sears one complete set of
     Specifications that reflects, in detail, the functionality
     of the Licensed Business to date including any Interim
     Modifications (defined in Section 2.5.3).

           2.3.2  Performance Standards.  Licensee shall prepare
     performance standards ("Performance Standards") for each
     Release of the Licensed Website, which Performance
     Standards shall:  (a) include a detailed description of
     the items identified in Schedule 2.3.2(a); and (b) not be
     less than the minimum operating standards set forth in
     Schedule 2.3.2(b) ("Minimum Operating Standards").

           2.3.3  Implementation Workplan.  For each Release of
     the Licensed Website, Licensee shall prepare a workplan
     ("Implementation Workplan") that identifies or sets forth,
     as applicable: (a) all critical milestone events ("Critical
     Milestones") and the commencement and completion dates for
     such Critical Milestones; (b) a detailed description of all
     activities to be performed by Sears including the
     commencement and completion dates for each such activity;
     (c) a detailed description of all activities to be performed
     by Third Parties; and (d) any activities of Licensee that
     Licensee desires to include in the Implementation Workplan.

           2.3.4  Testing Criteria.  Licensee shall be
     responsible for testing each Release of the Licensed
     Website in accordance with the test plan developed by
     Licensee and any other testing criteria set forth in the
     Project Plan (collectively,

                              8

     the "Testing Criteria"), and shall provide Sears with
     copies of the results of all such testing.

     2.4   IMPLEMENTATION OF THE PROJECT PLAN.  Once the
Project Plan has been approved by Sears:  (a) Licensee shall
develop and implement the applicable Release of the Licensed
Website in accordance with the Project Plan; and (b) the
commencement date and Launch Date for each Release of the
Licensed Website and the Critical Milestones shall not be
changed without the prior written consent of Sears, unless
such dates are delayed due to a failure by Sears or a Third
Party contractor of Sears in accordance with Section 2.4.1.3,
in which event the applicable dates shall be delayed one (1)
day for each day the delay is caused by Sears or a Third Party
contractor of Sears.  Any other changes, modifications,
additions or deletions to the Project Plan prior to
Certification of the applicable Release as described in
Section 2.5.1 shall be made in accordance with the Change Order
process set forth in Section 2.4.2.

           2.4.1  Implementation Delays.

                  2.4.1.1  Additional Personnel.  If Sears
           reasonably determines that Licensee is likely to fail
           to meet a Critical Milestone, or if Licensee has
           failed to meet a Critical Milestone, then in
           addition to any other rights and remedies that may be
           available to Sears as provided in this Agreement, at
           Licensee's sole cost and expense, Licensee shall
           provide all additional Licensee personnel as may be
           required or necessary to accelerate performance in
           order to timely achieve the Critical Milestone or, if
           Licensee has already failed to meet one (1) or more
           Critical Milestones, complete the Critical Milestone
           within a re-adjusted time frame established by Sears.

                  2.4.1.2  Right to Withhold Payment.  In
           addition to the rights set forth in Section 2.4.1.1,
           Sears shall be entitled to withhold any and all
           payments due from Sears to Licensee until such
           Critical Milestone has been achieved.

                  2.4.1.3  No Obligation for Sears' Delays.
           Notwithstanding any of the foregoing to the contrary,
           Licensee shall not be obligated to provide additional
           personnel as provided in this Section if and to the
           extent Licensee's failure to achieve a Critical
           Milestone is caused by a failure by Sears or a Third
           Party contractor of Sears to timely perform any
           material obligation that is a precondition to
           Licensee's ability to timely achieve such Critical
           Milestone, provided that such pre-condition is
           identified in the Implementation Workplan or Licensee
           has provided to Sears reasonable advance written
           notice of same prior to the Critical Milestone date.

                  2.4.2  Change Order Process.  Any changes to
           the Project Plan for a particular Release or any
           activity related to the Licensed Website may be
           agreed

                              9

           upon by the parties at the weekly status meetings
           described in Section 7.2.2, in which case Licensee
           shall update the Project Plan to reflect such changes
           and deliver a copy of the updated Project Plan to
           Sears.  In addition to the foregoing, if Sears
           believes that a change related to the Project Plan
           for a particular Release or an activity related to
           the Licensed Website is necessary or desirable,
           Sears may request, no less than three (3) business
           days prior to the next scheduled weekly status
           meeting, that such change ("Change Request") be
           placed on the agenda for such meeting.  If Sears
           initiates a Change Request, Licensee shall advise
           Sears at such meeting as to: (a) the performance
           impact, if any, on the Licensed Website, and the
           modifications to the Licensed Website that will be
           required as a result of the Change Request; (b) if
           applicable, the effect of the Change Request on the
           Project Plan, including any impact on Critical
           Milestone dates or the Launch Date; (c) an
           estimate of the cost to implement the Change Request;
           and (d) such other information as may be requested by
           Sears in its Change Request (collectively, the
           "Change Response").  If Licensee presents a Change
           Request to Sears at a weekly status meeting, such
           Change Request shall include the information required
           to be included in a Change Response.  If Sears and
           Licensee agree to make changes pursuant to a Change
           Response or Licensee-initiated Change Request,
           Licensee shall update the Project Plan to reflect
           such changes and deliver a copy of the updated
           Project Plan to Sears.  Otherwise, Licensee shall
           proceed to fulfill its obligations under this
           Agreement without change.

     2.5   TESTING AND CERTIFICATION.

           2.5.1  Certification.  "Certification" for each
     Release of the Licensed Website shall occur when:  (a)
     Sears notifies Licensee in writing that Sears is
     satisfied that Licensee has demonstrated adequately to
     Sears that testing for the applicable Release has been
     completed successfully in accordance with the Testing
     Criteria; (b) Sears has approved all content for the
     Licensed Website; (c) Sears has received from Licensee
     the User Documentation described in Section 2.6 and a
     final and complete set of Specifications for the
     applicable Release of the Licensed Website; and (d) the
     Source Code escrow has been updated with the Source Code
     for the applicable Release of the Licensed Website and
     Licensee Software.  Unless otherwise approved by Sears
     in writing, the applicable Release shall not be published
     or launched until Certification for the applicable Release
     has been achieved.

           2.5.2  Failure to Achieve Certification.  In the
     event Certification is not achieved for a particular
     Release of the Licensed Website within thirty (30)
     calendar days following the Launch Date set forth in
     the Project Plan, Sears shall have the right, at Sears'
     sole option, to terminate this Agreement in accordance
     with Section 9.3.

           2.5.3  Post-Certification Modifications to Licensed
     Website.  If either party desires to make minor
     modifications to the Licensed Website in any respect
     (including modifications to the content contained therein)
     after Certification of the applicable Release but prior to
     launching the next Release, the applicable party

                              10

     shall submit such modifications ("Interim Modifications")
     to the other party for approval in substantially the form
     attached as Schedule 2.5.3.  Licensee shall submit such
     Interim Modifications to Sears, for Sears' approval, prior
     to launching the Interim Modifications.  Sears shall have
     five (5) business days from the date of its receipt of such
     Interim Modifications in which to review and comment on
     such Interim Modifications, and Licensee shall promptly
     revise or omit such Interim Modifications in accordance
     with Sears' comments.  Licensee shall not publish,
     distribute, display or otherwise implement in any way any
     Interim Modifications to the Licensed Website that have
     been rejected at any time by Sears without Sears' specific
     prior written consent to such Interim Modifications.
     Licensee shall update the Project Plan, User Documentation
     and Specifications to reflect any Interim Modifications
     approved by Sears and deliver copies of each to Sears.

     2.6   USER DOCUMENTATION.  In addition to the
Specifications, Licensee shall provide to Sears for each
certified Release of the Licensed Website written, printed,
electronic or other format materials, as determined by Sears,
that describe, in detail, to users and system administrators of
the Licensed Website and/or the Licensee Software, the
functional, operational and/or performance capabilities of
the Licensed Website and the Licensee Software ("User
Documentation").

     2.7   SOURCE CODE ESCROW.

           2.7.1  Deposits.  As a condition to Certification of
     each Release of the Licensed Website or as otherwise
     requested by Sears, Licensee shall deposit the Source Code
     and other Deposit Materials to the Licensed Website and the
     Licensee Software pursuant to the terms of the Source Code
     Escrow Agreement, in the form attached as Exhibit 4
     ("Source Code Escrow Agreement"), a copy of which shall be
     executed by the parties concurrently with the parties'
     execution of this Agreement.  The Source Code Escrow
     Agreement is supplementary to this Agreement.  In the event
     Licensee fails to provide to Sears or deposit in escrow
     all the Source Code and Deposit Materials within the time
     frames specified in this Agreement or the Source Code
     Escrow Agreement, Sears, in its sole discretion, shall
     have the right to terminate this Agreement in accordance
     with Article IX and/or withhold payment of any and all
     monies that may be owed to Licensee until such time as
     Licensee complies with the terms of this Section;
     provided, however, that Sears' election of its right to
     withhold the payment of monies owed to Licensee as
     provided herein shall not constitute a waiver of Sears'
     right to later terminate this Agreement in accordance
     with the terms of Article IX.  In the event Sears elects
     to withhold payment of such monies, Licensee's obligations
     hereunder shall continue unabated during such period.

           2.7.2  Timing of Deposits.  Licensee represents and
     warrants that, as of the Effective Date, Licensee has
     deposited with the Escrow Agent for the Source Code Escrow
     Agreement all of the Source Code and other Deposit
     Materials to Release 1.0 of the Licensed Website and the
     Licensee Software.  Following the Effective Date, License
     shall deposit the Source Code and Deposit Materials: (a)

                              11

     for each Release of the Licensed Website as a condition of
     Certification of the applicable Release; and (b) for all
     other Enhancements to the Licensed Website and/or the
     Licensee Software, as soon as practicable after the
     Enhancement has been developed by Licensee but no later
     than thirty (30) calendar days after the close of each
     calendar quarter, provided that the parties may mutually
     agree in writing to have the Source Code and Deposit
     Materials deposited less frequently.

           2.7.3  Escrow Costs.  Licensee shall pay the Escrow
     Agent all fees charged by the Escrow Agent for maintaining
     the escrow of the Source Code and Deposit Materials for the
     Licensed Website, the Licensee Software and any Enhancements
     (the "Escrow Fees").  Licensee may deduct up to one-half of
     the Escrow Fees from the Sales Fees payable by Licensee to
     Sears under this Agreement.

           2.7.4  License to Sears.  Upon a release to Sears of
     the Source Code and Deposit Materials to the Licensed
     Website and/or the Licensee Software under the Source Code
     Escrow Agreement, Sears shall have a perpetual, non-
     exclusive, irrevocable fully-paid, non-assessable,
     worldwide, royalty-free license to use, modify, adapt
     and/or enhance the Licensed Website and/or the Licensee
     Software, and any Enhancements thereto, solely for use
     in connection with the Licensed Website and the Licensed
     Business.

III. ONGOING OPERATION OF THE LICENSED WEBSITE.

     3.1   OPERATING STANDARDS.

           3.1.1  General.  Licensee shall operate and maintain
     the Licensed Website in accordance with:  (a) the Minimum
     Operating Standards; (b) the Performance Standards; and (c)
     the privacy policy set forth in Schedule 3.1.1, as may be
     modified by Sears from time to time ("Privacy Policy");
     and (d) any other policies applicable to electronic
     commerce as delivered to Licensee by Sears from time to
     time.  Licensee shall post the Privacy Policy, or a
     hyperlink thereto, on the Licensed Website in those
     locations where Customer Information is collected.
     Licensee shall have a reasonable period of time to
     modify the Licensed Website and its operation thereof
     after notification by Sears of a modification of such
     policies.

           3.1.2  Service Level Credits.  Commencing upon the
     earlier of: (a) Certification of Release 2.0; and (b)
     April 2, 2001, in the event Licensee fails to meet the
     Minimum Operating Standards through Licensee or its
     suppliers' and/or subcontractors' actions or inactions,
     Sears shall be entitled to receive from Licensee service
     level credits ("Service Level Credits"), which shall be in
     the amounts and according to the terms set forth in
     Schedule 3.1.2 all of which shall be based on Sears'
     monitoring of Licensee's performance under this Agreement.
     Sears shall have the right to set off any undisputed
     amounts owed to Licensee against any Service Level Credits
     determined in accordance with Schedule 3.1.2.  For
     purposes of calculating Service Level Credits, the
     reference to "day" shall

                              12

     mean calendar days unless otherwise indicated and any part
     of a day shall be considered a full day.

     3.2   HOSTING SERVICES.  All services, facilities,
equipment, software and other items required to host the
Licensed Website ("Hosting Services") shall: (a) reside
initially at Licensee's facilities; (b) be provided and
maintained by Licensee in accordance with the Minimum Operating
Standards and the Performance Standards; and (c) not be
transferred, outsourced or subcontracted to a Third Party by
Licensee unless approved by Sears in accordance with Section
5.4.  In the event Sears consents to a Licensee-initiated
transfer of the Hosting Services to a Third Party, Licensee
shall remain responsible for meeting the Minimum Operating
Standards and the Performance Standards.

     3.3   EQUIPMENT.  Licensee shall provide, at its sole
expense, all computer hardware, software and other equipment and
supplies necessary for the development and efficient
administration of the Licensed Website and for the transaction
of Sales and the prompt delivery of goods and services sold
through the Licensed Website.

     3.4   DISASTER RECOVERY PLAN. Licensee's disaster and
recovery plan ("Disaster and Recovery Plan") is attached to this
Agreement as Schedule 3.4.  Licensee shall not modify the
Disaster and Recovery Plan without Sears' prior written consent.
In addition, Licensee shall:  (a) provide Sears with a copy of
any future third party certification report(s) that review the
Disaster and Recovery Plan when such report(s) is made available
to Licensee; (b) allow Sears or its agent on a semi-annual basis
to audit, test and review the Disaster and Recovery Plan
procedures; and (c) permit Sears to test Sears' backup data
communications links to Licensee' disaster recovery facility.

     3.5   DEVELOPMENT ENVIRONMENT.  Licensee shall establish,
operate, support and maintain a development environment
("Development Environment") for the development and/or testing
of new features, functionality and/or services for the Licensed
Website as well as testing of any enhancements for the Licensed
Website, all in accordance with the Minimum Operating Standards
and the Performance Standards.  Sears' personnel shall have the
right to access the Development Environment at any time.

     3.6   ADMINISTRATION OF DOMAIN NAMES.  Sears acknowledges
that Licensee has assigned to Sears all right, title and
interest in and to the domain names "searsphotos.com" and
"searsphotos.net". Licensee shall execute all documents and
perform all actions necessary to effect the assignment of,
and/or to confirm Sears' rights in, such domain names.  Sears
shall appoint Licensee as the technical contact for:  (a) the
domain name "searsphotos.com" for the sole purpose of operating
the Licensed Website in accordance with the terms of this
Agreement; and (b) the domain names identified in Schedule 3.6
for the sole purpose of redirecting customers and users to the
Licensed Website.  Sears shall remain, at all times, the
administrative contact, registrant and owner of all such domain
names.  Sears shall have the right, at any time, to remove
Licensee as the technical contact for any or all of the domain
names identified in this Section, and Licensee shall take all
actions necessary to effect such removal.

                              13

     3.7   LICENSEE CUSTOMER AGREEMENTS.  Licensee shall submit
to Sears, for Sears' prior written approval, the agreements
Licensee intends to use with customers in connection with the
Licensed Business.

     3.8   CUSTOMER CARE.  Licensee shall provide customer care
support, in accordance with the customer support hours set forth
in Schedule 3.8,  to all customers or other users using the
Licensed Website or purchasing the Authorized Products provided
by the Licensed Website, including order processing, billing,
fulfillment and shipping information.  Licensee shall maintain
at all times a general policy of "Satisfaction Guaranteed or
Your Money Back" to customers and shall adjust all complaints
of, and controversies with, customers arising out of the
operation of the Licensed Website and/or the Licensed Business
in accordance with such policy.  In any case in which an
adjustment is unsatisfactory to the customer, Sears shall have
the right, at Licensee's expense, to make such further
adjustment as Sears deems necessary under the circumstances,
and any adjustment made by Sears shall be conclusive and binding
upon Licensee.  Sears shall have the right to deduct the amounts
of any such adjustments from the sales receipts held by Sears as
described in Section 6.5.  Licensee shall maintain files
pertaining to customer complaints and their adjustment and make
such files available to Sears.  Licensee shall provide a written
report to Sears, at each Quarterly Review Meeting, summarizing
customer complaints reported during the prior quarter (including
root cause analysis) and Licensee's corresponding adjustments to
remedy such complaints and cause(s) therefor.

     3.9   CONSISTENT IMAGE.  Licensee shall ensure that the
Licensed Website strictly complies with all of Sears'
requirements set forth in Article IV, including page formatting,
colors, typefaces and fonts.  Any modification to the Licensed
Website that could affect the consistency of Sears' image in any
form of public media shall be submitted for prior written
approval to the Sears Relationship Manager.

     3.10  PERMITS AND LICENSES.  Licensee shall obtain, at its
expense, all permits and licenses which may be required under
any applicable Federal, state, or local law, ordinance, rule or
regulation by virtue of any act performed in connection with the
operation of the Licensed Website and/or the Licensed Business.

     3.11  NO SEARS' OBLIGATIONS.  Licensee shall not make
purchases or incur any obligation or expense of any kind in the
name of Sears.  Prior to entering into any commercial
relationship relating to the Licensed Website, including any
relationship with an Approved Contractor, Licensee shall secure
the written agreement of the other parties involved that Sears
is not responsible for any obligations incurred by Licensee in
connection therewith.

     3.12  MARKET-LEADING SERVICES AND TECHNOLOGY.  Licensee
acknowledges that a primary consideration in determining whether
Sears will renew the Term of this Agreement will be Licensee's
market position at the time of such renewal and customers'
acceptance of the Licensed Business.  Accordingly, the parties
shall review and discuss, at the Quarterly Review Meetings, the
development and implementation of new and emerging technologies
and innovative services as well as Licensee's research and

                              14

development plans for the next succeeding quarter.  Licensee is
and shall remain committed to developing and making the Licensed
Business a market leader for the Authorized Products and in the
online photo development, photo finishing and photo archiving
markets, and, in furtherance of such goal, Licensee commits to
investing sufficient capital to ensure that the Licensed
Business is competitive and maintains its position as a market
leader.  Licensee further commits to develop and implement
additional features, functionality and/or services reasonably
requested by Sears and that any and all innovative services and
functionality developed by Licensee, offered generally to
Licensee's other customers and related to the Licensed Business
shall be made available for use in connection with the Licensed
Business at no additional cost.

IV.  MARKETING OF THE LICENSED BUSINESS.

     4.1   PROMOTION OF LICENSED WEBSITE.  Licensee shall
actively market and promote the Licensed Website, the Licensed
Business and the Authorized Products subject to the terms of
this Article IV.

           4.1.1  Marketing Materials.  All advertisements,
     brochures and other promotional materials (collectively,
     "Marketing Materials") prepared by or on behalf of Licensee
     must be approved by Sears in accordance with this Section.
     Prior to use in connection with the Licensed Website
     and/or the Licensed Business, Licensee shall submit to the
     Sears Relationship Manager, or his or her designee, all
     Marketing Materials, including: (a) all signs and
     advertising copy (including sales brochures, newspaper
     advertisements, radio and television commercials and
     Internet advertising) that pertain to the Licensed Website
     and/or the Licensed Business; and (b) all sales promotional
     plans and devices pertaining to the Licensed Website and/or
     the Licensed Business.  Licensee shall not use any such
     Marketing Materials without the prior written approval of
     the Sears Relationship Manager.  Sears shall have the
     right, in its sole discretion, to disapprove or require
     modification of any and all Marketing Materials.  Sears
     shall have the right to audit all Marketing Materials and
     related sales and marketing practices to determine
     Licensee's compliance with this Agreement, including
     compliance with all laws.  4.1.2 Access to Sears Marketing
     Channels.  Sears shall exercise commercially reasonable


     efforts to provide Licensee with access to marketing
     channels within Sears' organization to substantially the
     same extent that Sears provides such opportunities to other
     unaffiliated Third Parties, provided that:  (a) all of
     Sears' internal marketing needs shall first be satisfied,
     which Licensee acknowledges may not provide Licensee with
     an opportunity to market through a particular channel; and
     (b) Licensee shall reimburse Sears for the fair market
     value of any costs associated with such opportunities.

           4.1.3  Associate Discounts. Licensee shall offer
     goods and services authorized for sale under this Agreement
     to Sears, its associates and retirees and their family
     members, to the extent that such family members are
     eligible for

                              15

     Sears associate discounts, at the ten percent (10%)
     discount only if such purchases are paid for with the
     Sears card and accompanied by a valid Sears discount card.

     4.2   LINKS AND ADVERTISING REQUIREMENTS.

           4.2.1  Links to Sears Websites.  Sears shall have the
     right, at any time, to require that Licensee implement on
     the Licensed Website, within fifteen (15) days after Sears'
     request, a reasonable number of hyperlinks to any Sears
     Site.

           4.2.2  Links to Licensee or Third Party Sites.
     Licensee shall submit all proposed links from the Licensed
     Website to any Third Party Site and to any web site of
     Licensee (collectively, "Sites") to the Sears Relationship
     Manager for approval.  Licensee shall not link the Licensed
     Website to any Site of a competitor of:  (a) Sears; and/or
     (b) the Licensed Business.

           4.2.3  Advertising on Licensed Website.  Licensee
     shall submit all proposed advertising on the Licensed
     Website to the Sears Relationship Manager for prior written
     approval.

     4.3   USE OF SEARS MARKS.  The license to use the Sears
Marks granted to Licensee under Section 1.3 shall be subject to:
(a) Sears' style and quality control guidelines, as such
guidelines may be amended by Sears from time to time; (b) the
other terms and provisions of this Agreement; and (c) the prior
review and written approval of the Sears Relationship Manager of
any use of the Sears Marks.

           4.3.1  Restrictions on Use of Sears Marks.  Subject
     to the terms of this Agreement, Licensee shall use the
     Sears Marks only on the Licensed Website, in the Marketing
     Materials promoting the Licensed Business and approved by
     Sears in accordance with Section 4.1 or as otherwise
     specifically approved prior to use by Sears Relationship
     Manager.  Licensee shall not:  (a) use any Sears Mark for
     any other purpose; (b) use the Sears Marks in any way to
     that may tend to impair their validity as proprietary
     trademarks, service marks, trade names and/or trade
     dress; (c) take any action that would jeopardize or impair
     Sears' ownership of any Sears Marks or their legality or
     enforceability; (d) incorporate, directly or indirectly,
     unless otherwise expressly permitted in writing by Sears,
     any Sears Marks as part of any corporate or trade name or
     with any prefix, suffix or other modifying trademarks,
     logos, words, terms, designs or symbols, or use any Sears
     Marks in any modified form; or (e) take any action and/or
     cease taking any action that may in any way disparage the
     Sears Marks or impair the goodwill associated with the
     Sears Marks.  All communications with persons or entities
     other than customers or potential customers of the Licensed
     Website and/or the Licensed Business or customers contacted
     through the Licensed Website shall be done solely in
     Licensee's own name.

           4.3.2  No Challenge to Sears Marks.  Licensee hereby
     acknowledges and agrees that, as between Licensee and Sears,
     the Sears Marks are the exclusive intellectual property of
     Sears, and Licensee shall not question, contest or

                              16

     challenge, either during or after the Term of this
     Agreement:  (a) Sears' ownership of the Sears Marks; (b)
     Sears' exclusive rights to the Sears Marks; or (c) the
     validity of any Sears Mark.  Licensee shall claim no
     right, title or interest in any Sears Mark, except the
     right to use the same pursuant to the terms and conditions
     of this Agreement, and shall not register, attempt to
     register or renew any Sears Mark with the applicable
     registration body unless specifically requested by Sears.
     Upon demand by Sears, Licensee shall transfer and assign
     any and all rights in any Sears Mark  that Licensee may
     have obtained by registration or any other means.  Licensee
     shall notify Sears promptly in writing of any infringement
     claim related to the Sears Marks of which Licensee becomes
     aware.

           4.3.3  Rights in Sears Marks.  Any and all
     trademarks, service marks, trade names, or domain names
     used in connection with the Licensed Website, except for
     those trademarks, service marks, trade names or domain
     names owned by Licensee or licensed to Licensee by a Third
     Party, as listed in Schedule 4.3.3 to this Agreement (the
     "Licensee Marks"), shall be the sole property of Sears and shall
     be considered "Sears Marks" for purposes of this Agreement.
     Licensee recognizes and acknowledges that the use of any
     Sears Mark does not confer on Licensee any proprietary
     rights in such Sears Marks, and all use of the Sears Marks
     shall inure to the benefit of Sears for all purposes.
     Licensee shall execute all documents that Sears requests to
     effect the assignment of, or to confirm Sears' rights in,
     any Sears Marks.  Upon expiration or termination of this
     Agreement and any Transition Period, Licensee shall
     immediately stop using all Sears Marks.  Nothing in this
     Agreement shall be construed to bar Sears from protecting
     its right to the exclusive ownership of Sears Marks and the
     associated goodwill.

           4.3.4  Registration of Marks.  Either party shall
     have the right to adopt, apply for, and register in its own
     name any and all marks, owned by such party.   Each party
     shall cooperate in any registration or application for
     registration of such marks by the owner of such marks.

           4.3.5  License to Licensee Marks.  Licensee hereby
     grants to Sears, during the Term and any Transition Period,
     a non-exclusive, royalty-free, worldwide license to use all
     Licensee Marks in connection with the Licensed Business and
     in any marketing, advertising or promotional materials
     developed by Sears to promote the Licensed Website and/or
     the Licensed Business in accordance with this Agreement,
     subject to Licensee's prior written approval of such
     materials prior to publication thereof.  Licensee shall
     respond to Sears' request for written approval within three
     (3) calendar days of such request.  Any Licensee Marks used
     in connection with the Licensed Website and/or the
     Licensed Business shall be subject to the prior written
     consent of the Sears Relationship Manager.

           4.3.6  Injunctive Relief.  Each party acknowledges
     that the marks of the other party possess a special, unique
     and extraordinary character, which makes it difficult to
     assess the monetary damages a party would sustain in the
     event of unauthorized use.  Each party acknowledges that
     irreparable injury would be

                              17

     caused to the other party by such unauthorized use.
     Accordingly, each party agrees that in the event of breach
     of this Article IV by Licensee there would be no adequate
     remedy at law and preliminary or permanent injunctive
     relief would be appropriate

           4.3.7  No Continuing Rights Upon Termination.  Upon
     termination of this Agreement for any reason and expiration
     of the Transition Period, each party shall: (a) immediately
     cease all display, advertising and use of the other party's
     marks and thereafter shall not use, advertise or display
     any of the other party's marks or any part thereof that is
     likely to cause confusion with any of the other party's
     marks; and (b) bear any costs incurred by a party related
     to the display, advertising or use of such marks or any
     Marketing Materials or other advertising.

     4.4   CONTENT LICENSES.

           4.4.1  General.  All text, pictures, patterns,
     graphics and other works appearing on the Licensed Website
     at any time and the "look and feel" of the Licensed Website
     are referred to collectively herein as "Sears Content" and
     shall be the sole and exclusive property of Sears.  All
     Sears Content shall be part of the Specifications,
     regardless of whether such Sears Content is included in the
     written Specifications.  During the Term and any Transition
     Period, subject to the terms of this Agreement, Licensee
     shall have a non-exclusive, non-transferable license
     to use the Sears Content solely on the Licensed Website
     and in any Marketing Materials approved by Sears in
     accordance with Section 4.1.1.  Licensee shall review,
     delete, edit, create, update and otherwise manage all Sears
     Content available on or through the Licensed Website in
     accordance with the terms of this Agreement.  Licensee
     shall ensure that the Sears Content is accurate and does
     not disparage Sears.  In the event that Sears notifies
     Licensee of inappropriate Sears Content, Licensee shall
     take reasonable steps to remove such Sears Content.  In the
     event that Licensee cannot remove inappropriate Sears
     Content, Sears shall have the right, in its sole
     discretion, to block public access to the Licensed Website.

           4.4.2  Use Restrictions.  Notwithstanding the
     foregoing, Licensee shall not use, disseminate, display or
     publish any material portion of the Sears Content or any
     works or materials substantially similar to any Sears
     Content for any application or purpose other than the
     Licensed Website or the Marketing Materials approved by
     Sears in accordance with Section 4.1.1, unless otherwise
     specifically authorized by the Sears Relationship Manager
     in writing.  This Section shall survive any expiration or
     termination of this Agreement in perpetuity.

     4.5   NO UNSOLICITED OR PERMISSIONED EMAIL CAMPAIGNS
WITHOUT SEARS' APPROVAL.  Licensee shall not undertake or
implement any Permissioned Email marketing campaigns using
Customer Information (defined in Section 10.3) unless:  (a) such
Permissioned Email campaigns are designed and implemented by Sears
and/or Sears designee, for which campaign Licensee shall pay to Sears
a separate fee to be negotiated

                              18

by the parties on a case-by-case basis; or (b) such Permissioned
Email campaign, if designed and implemented by Licensee, is
approved, in writing in advance, by Sears, which approval may be
granted or withheld by Sears in Sears' sole discretion.  To the
extent Licensee has obtained: (x) email addresses; and (y)
such customers have consented to receive Permissioned Email from
Sears and/or Sears designee(s), Licensee shall, not less
frequently than weekly transmit such information to Sears (or
Sears designee).

V.   PERSONNEL

     5.1   LICENSEE PERSONNEL.

           5.1.1  General.  Licensee shall provide sufficient
     qualified personnel to perform Licensee's obligations under
     this Agreement.  Schedule 5.1.1 identifies the Licensee
     Relationship Manager and certain key Licensee personnel
     ("Key Personnel").  The Licensee Relationship Manager shall
     act as a liaison between Licensee and Sears for all matters
     related to this Agreement and shall have overall
     responsibility for ensuring Licensee's performance of its
     responsibilities and obligations as set forth in this
     Agreement.  Licensee has no authority to employ persons on
     behalf of Sears, and no employees of Licensee shall be
     deemed to be employees or agents of Sears.  Licensee has
     sole and exclusive control over its labor and employee
     relations policies, and its policies relating to wages,
     hours, working conditions, or conditions of its employees.
     Licensee has the sole and exclusive right to hire,
     transfer, suspend, lay off, recall, promote, assign,
     discipline, adjust grievances and discharge its employees;
     provided, however, that Sears shall have the right to
     request at any time that Licensee remove any employee who
     is objectionable to Sears because of risk of harm or loss
     to the health, safety and/or security of Sears' customers,
     employees or Authorized Products and/or whose manner
     impairs Sears' customer relations.

           5.1.2  Employee Compensation.  Licensee is solely
     responsible for paying all salaries and other compensation
     of its employees and Licensee shall make all necessary
     salary deductions and withholdings from its employees'
     compensation.  Licensee is solely responsible for paying
     any and all contributions, taxes and assessments and all
     other requirements of the Federal Social Security, Federal
     and state unemployment compensation and Federal, state and
     local withholding of income tax laws on all salary and
     other compensation of its employees.

     5.2   REMOVAL/REASSIGNMENT OF LICENSEE PERSONNEL BY
LICENSEE.  Licensee shall not remove or temporarily reassign the
Licensee Relationship Manager unless: (a) Licensee provides at
least thirty (30) days prior written notice to Sears of such
removal or reassignment; and (b) Licensee replaces such person
prior to their termination or reassignment.

     5.3   SEARS' PERSONNEL.  Sears shall provide personnel to
perform its obligations under this Agreement, including the
Sears Relationship Manager who shall act as a

                              19

liaison between Licensee and Sears, coordinate Sears' resources,
coordinate Sears' personnel and have overall responsibility for
meeting Sears' responsibilities and obligations.

     5.4   SUBCONTRACTING.  Sears acknowledges that Licensee
may engage independent contractors approved by Sears ("Approved
Contractors") as listed on Schedule 5.4, which may updated from
time-to-time by mutual written agreement of the parties, to
develop and administer the Licensed Website and/or perform
ancillary services in connection with the Licensed Business or
Sales (such as fulfillment, distribution and payment
processing), provided that such Approved Contractors (a) execute
a confidentiality agreement, in a form acceptable to Sears, to
protect any Sears' Confidential Business Information and
Confidential Personal Information that they may obtain or gain
access to while performing their services; (b) agree in writing
to assign to Sears and/or Licensee all of their right, title and
interest in any content or work product;  and (c) agree in
writing to abide by all terms of this Agreement applicable to
their performance, including the Minimum Operating Standards,
the Performance Standards and provisions requiring compliance
with Sears' policies.  Notwithstanding performance or failure
to perform by any Approved Contractor, Licensee shall remain
fully responsible for the performance of all of its obligations
under this Agreement. Licensee shall obtain from all Approved
Contractors assignments and other appropriate documentation as
necessary to establish or confirm Sears' ownership of any Sears
Proprietary Rights, Sears Marks and Sears Content.

     5.5   RIGHT TO ACCESS; IDENTIFICATION CREDENTIALS;
FACILITY RULES.

           5.5.1  Right of Access.  Upon reasonable prior
     written notice, Licensee shall provide Sears reasonable
     access to its facilities in connection with the performance
     of Licensee's obligations hereunder.  In addition to the
     foregoing, Licensee shall arrange for Sears to obtain
     access to any Third Party facilities that provide any
     support to and/or for the Licensed Website, including the
     hosting facilities and the disaster recovery site.  Any
     access granted pursuant to this Section shall be subject to
     all security rules, policies and procedures of the party
     providing access.  No charge shall be made for such
     access.

           5.5.2  Facility Rules.  All employees, agents,
     representatives and subcontractors of a party, while on the
     other party's premises, shall comply with all rules and
     regulations that have been provided to such party.  Neither
     party shall stop, delay or interfere with the other party's
     day-to-day operations without the prior written consent of
     an authorized representative of the other party.

VI.  PAYMENT TERMS

     6.1   BUSINESS DEVELOPMENT FEE.   Sears shall pay Licensee
the business development fee ("Business Development Fee") set
forth on Schedule 6.1 on the Effective Date.  Licensee
acknowledges that the entire Business Development Fee shall be
used solely for the purpose of reimbursing Licensee for expenses
incurred as of the

                              20

Effective Date for the development, operation and marketing of
the Licensed Business and the Authorized Products under Release
1.0.

     6.2   SEARS FEES.  Licensee shall pay Sears' fees
(collectively, the "Sears Fees") as described on Schedule 6.2 of
this Agreement.

     6.3   PAYMENT METHODS FOR SALES.

           (a) Subject to the terms and conditions outlined
     in Schedule 6.3 (the "Credit Card Conditions"), Licensee
     shall accept any Sears Card, Sears Master Card and Sears
     Premier Card (each a "Sears Credit Card") issued by Sears
     National Bank ("Bank") for payment for Sales transactions
     (the "Authorized Sales") from holders of a Sears Credit
     Card (each a "Cardholder").  Credit Sales Data (defined in
     Schedule 6.3) for all Sears Credit Card transactions shall
     be submitted to Sears for settlement.  Sears shall cause
     Bank to process such transactions as if Sears itself had
     engaged in such transactions.  Subject to all of the terms
     and conditions of this Agreement, including Sears' rights
     under Section 6.7, Sears shall pay all sums due Licensee on
     each Authorized Sale made by Licensee to a Cardholder that
     is charged to a Sears Credit Card account (a "Sears Card
     Sale").

     Payment to, or settlement with, Sears by Bank for each Sears
     Card Sale shall be deemed to be settlement by Bank with
     Licensee, and Bank shall have no payment or other
     obligation whatsoever to Licensee, whose sole recourse
     shall be to Sears.  All losses sustained by Sears as a
     result of on-payment on a Sears Credit Card account shall
     be borne by  Sears, provided that Licensee has complied
     with the Credit Card Conditions. Except for non-payment on
     a Sears Credit Card account, Sears shall have no liability
     whatsoever to Licensee for Sears' failure to properly
     accept or reject a Cardholder's charge.

           (b) Licensee also shall accept Third Party credit
     cards that are issued by a reputable bank and generally
     recognized by merchants (i.e. visa, mastercard, etc.) and
     obtain Sears' approval for any private labeled Third Party
     credit cards (collectively, "Third Party Credit Cards") in
     payment for the Authorized Sales.  Licensee and any Third
     Party engaged by Licensee to clear any Third Party Credit
     Card charges shall comply fully with all applicable Sears
     policies, including those relating to data security,
     privacy and customer information and with all provisions of
     federal and state laws governing credit sales, and their
     solicitation, including provisions dealing with disclosures
     to customers and finance charges.  As between the parties
     to this Agreement, all risk of non-payment on any Third
     Party Credit Card shall be borne by Licensee.  Licensee
     shall be responsible for payment of the applicable discount
     fee or merchant's fee on all Third Party Credit Card
     transactions.  Licensee shall not advertise, or solicit any
     customer applications for, any Third Party Credit Card in
     or through the Licensed Business.

     6.4   PAYMENT SETTLEMENT.  Licensee shall furnish a point
of sale terminal ("POS Terminal") for processing all Sales
transactions from the Licensed Business.  The POS Terminal shall
interface with a point of sale settlement system ("Settlement
System") that is compatible with Sears' accounting systems and
shall have the capability

                              21

of processing Sears Credit Card, in addition to the reporting of
Third Party Credit Card and cash and check transactions, if
applicable.  Licensee shall make arrangements with a Sears'
approved vendor to supply the Settlement System equipment and
provide access for processing transactions through the
Settlement System.  Licensee shall pay for the Settlement
System equipment, including any necessary peripheral equipment
(i.e. terminal, modems, printers, etc.) required to operate the
Settlement System, and for all installation and phone line
charges.  For all Gross Sales transactions entered into the
Settlement System, Licensee will pay the transaction fees to the
Sears' approved vendor or any other processing service with whom
Sears has an agreement to provide access for the Settlement
System to the appropriate Sears credit system.  Licensee shall
submit the total dollar amount of all Gross Sales transactions
from the Licensed Business, including sales taxes, through the
Settlement System.  Licensee shall enter all Sears Credit Card
and Third Party Credit Card transactions into the Settlement System
as they occur and shall enter cash and check transactions
into the Settlement System once daily as a single transaction.
Gross Sales are deemed to be made when Licensee receives a
customer's order for goods and services and payment information
sufficient to process such order.

     6.5   PAYMENT OF SEARS FEES.  A settlement between the
parties shall be made at the end of each Sears fiscal month for
all transactions of Licensee during such period in accordance
with Sears' customary accounting procedures.  On a weekly basis,
Sears will advance to Licensee the previous week's Net Sales
from Sears Credit Cards transactions and Third Party Credit Card
transactions (if Third Party Credit Card transactions are
processed through the Settlement System), less the Sears Fees.
Such advances shall be deducted and reconciled in the next
regular settlement.  All Net Sales, fee deductions, sales tax
reimbursement and other adjustments applicable under this
Agreement will appear on the month-end settlement
reconciliation.  All settlements and advances shall be made by
electronic funds transfer (EFT) to a bank account designated by
Licensee.  Licensee shall reimburse Sears at each settlement for
all invoiced expenses, including any advertising expense,
incurred by Sears at Licensee's request, outstanding at the time
of such settlement.  If Sears is not reimbursed at such
settlement, then Sears shall have the right, but not the
obligation, to retain out of Licensee's sales receipts the
amount of such expenses with interest, if any, due Sears.  Sales
are deemed to be made when Licensee receives a customer's order
for goods and services and payment information sufficient to
process such order.

     6.6   PAYMENT OF OBLIGATIAONS.  Licensee shall pay and
discharge, at Licensee's sole expense, all license and permit
fees and all business, use, sales, gross receipts, income,
property or other applicable taxes or assessments which may be
charged or levied, now or in the future, against the Licensed
Business or any goods or services offered or sold through the
Licensed Business, excluding, however, all taxes and assessments
applicable to Sears' income from Sears Fees.

     6.7   RIGHTS OF RECOUPMENT AND SETOFF. Sears shall have the
absolute right to withhold, recoup from or set off against any
payment or other liability or obligation that Sears may owe or
have due to Licensee under this Agreement or any other agreement
between Sears and Licensee, and Sears shall have the right to
reduce any such payment, liability or obligation by an amount up
to the amount of any payment, liability or

                              22

obligation that Licensee may have to Sears.  Any of Licensee's
undisputed liabilities or obligations that remain outstanding
after any exercise of Sears' rights under this Section 6.7 shall
be paid by Licensee promptly upon demand by Sears. Sears' rights
under this Section 6.7 are cumulative, shall be in addition to
all other rights, remedies available at law or in equity, and
shall survive the expiration or termination of this Agreement.

     6.8   SURVIVABILITY.  The terms of Sections 6.6 and 6.7
and the obligations of the parties with respect to any final
settlements under this Article VI shall survive the
expiration or termination of this Agreement for a period of two
(2) years.

VII. ADMINISTRATION OF THE AGREEMENT

     7.1   RELATIONSHIP MANAGERS.  Each party shall designate a
relationship manager (each, a "Relationship Manager") who, among
other things, shall be responsible to:

           (a) Serve as the single point of contact at
     his/her respective organization to administer all aspects
     of this Agreement;

           (b) Ensure that all policies and procedures relating
     to the administration of this Agreement are applied
     consistently across his/her respective organization;

           (c) Have working knowledge of the terms and status of
     this Agreement and each Release of the Licensed Website;

           (d) For the Licensee Relationship Manager, coordinate
     and provide all reports required under this Agreement
     including those reports required under Sections 7.3.1 and
     7.3.2; and

           (e) Attend all executive briefings and Quarterly
     Review Meetings and, on an as-needed basis, status
     meetings.

The Relationship Manager for Sears initially shall be the Sears
Online Manager.  Each party shall have the right to change its
Relationship Manager at any time upon written notice to the
other party, subject to the terms of Section 5.2.

     7.2   MEETINGS.

           7.2.1  Quarterly Review Meetings.  The President and
     Chief Executive Officer of Licensee shall meet quarterly
     with representatives of Sears at Sears' offices in Hoffman
     Estates, Illinois ("Quarterly Review Meetings") to review
     and  discuss, among other things, the items set forth in
     Schedule 7.2.1.

           7.2.2 Weekly Status Meetings.  On a weekly basis,
     unless otherwise agreed by the parties, the Licensee
     Relationship Manager, the Sears Relationship Manager, other
     appropriate representatives of the parties (including Key

                              23

     Personnel, if requested by Sears) and any necessary Third
     Parties shall meet at a Sears-designated site or by
     telephone conference, as determined by Sears, to discuss:
     (a) the status of the implementation, including any
     difficulties or issues that may exist (including personnel
     issues) and any proposed changes to any Critical
     Milestones and/or changes to any other date or other item
     set forth in the Implementation Workplan; (b) suggestions
     and proposed actions for dealing with and resolving any
     identified difficulties and the anticipated results during
     the next reporting period; (c) identification of any Sears
     or Third Party delays or other circumstances that Licensee
     claims have impacted or will impact its ability to meet
     any Critical Milestone; and (d) operation of the Licensed
     Website and Licensed Business.  Each party shall have the
     right to assume that the other party does not know of any
     problems, difficulties or issues that may have an adverse
     impact on any Release (whether from a timing, cost or
     performance standpoint) unless a party specifically
     identifies, in a timely manner, such problems, difficulties
     or issues during such status meetings.  Licensee shall keep
     minutes of all status meetings in form and substance
     reasonably satisfactory to Sears, and Licensee shall issue
     copies of the minutes to all meeting attendees within
     forty-eight (48) hours of each meeting.

           7.2.3  Agenda; Minutes.  The parties jointly shall
     prepare and distribute a meeting agenda for each Quarterly
     Review Meeting and weekly status meeting.   Licensee shall
     keep reasonably detailed minutes of all meetings, and
     Licensee shall issue copies of the minutes to all meeting
     attendees within five (5) business days of each meeting.
     Each party shall be responsible for its own travel or
     out-of-pocket expenses incurred in connection with
     attending such meetings.

     7.3   REPORTS.

           7.3.1  Monthly Performance Reports.  Within five (5)
     business days following the end of each calendar month or
     as otherwise requested by Sears, Licensee shall present to
     Sears written reports of the performance of the Licensed
     Business as measured against the Minimum Operating
     Standards and the Performance Standards.  The report shall
     include a summary, in such detail as Sears shall reasonably
     request, of: (a) the monthly performance of the Licensed
     Website in relation to the Minimum Operating Standards and
     the Performance Standards; and (b) a comprehensive and
     consolidated log, which shall include:  (i) any
     accomplishments and difficulties encountered during the
     prior reporting period; (ii) suggestions and proposed
     actions for dealing with and resolving any identified
     difficulties and the anticipated results during the next
     reporting period; and (iii) all outstanding support and
     technical problems identified by Sears and Licensee that
     remain to be resolved.  Sears and Licensee shall promptly
     notify each other of any problems, difficulties or issues
     of which each is aware that may have a material adverse
     impact on the Licensed Business (whether from a timing,
     cost or performance standpoint).  Licensee's failure to
     provide reports within the time frames set forth in this
     Section shall result in Service Level Credits as set
     forth in Schedule 3.1.2.

                              24

           7.3.2  Other Reports.  If requested by Sears,
     Licensee shall provide to Sears additional reports, in a
     manner and format prescribed by Sears as defined in
     Schedule 7.3.2, pertaining to customer access to the
     Licensed Website, Sales and/or Sears Fees, together with
     any other information Sears may require for its records or
     auditing purposes.  If requested by Sears, Licensee shall
     submit to Sears' Licensed Business Financial Manager,
     within forty-five (45) calendar days following the close of
     Licensee's fiscal year, the following financial reports:
     (a) if Centrics' financials are reported on a consolidated
     basis with CPI, Licensee shall submit an unaudited
     financial statement consistent with generally accepted
     accounting principles; or (b) if Centrics' financials are
     not reported on a consolidated basis with CPI, a financial
     statement audited by a certified public accountant
     acceptable to Sears.  Such report shall include Licensee's
     profit and loss statement for such fiscal year and balance
     sheet at the end of such fiscal year, and shall be prepared
     in accordance with generally accepted accounting
     principles.   If Licensee is a publicly held corporation,
     this requirement may be fulfilled by submission of
     Licensee's Annual Report on Form 10-K.  Sears shall not
     disclose any such information that is not
     available to the public to any Third Parties without
     Licensee's prior consent.



     7.4   AUDIT RIGHTS.

           7.4.1  Financial.  Licensee shall keep and maintain
     books and records that accurately reflect Sales, the
     expenses that Licensee incurs in performing its
     obligations under this Agreement and Licensee's use of the
     Business Development Fee.  Sears shall have the right upon
     no less than five (5) calendar days notice to Licensee to
     review and audit the books and records of Licensee
     regarding this Agreement during Licensee's regular business
     hours.  Such books and records shall be kept and maintained
     according to generally accepted accounting principles.

           7.4.2  Operational.  Sears and its auditors shall
     have the right to conduct, at Sears' expense, operational
     audits, on a monthly basis upon written notification
     to Licensee, to verify that Licensee is in compliance with
     this Agreement.  Licensee shall cooperate with Sears during
     such audits and shall afford all persons involved in any
     such audit reasonable access, during Licensee's regular
     business hours, to Licensee's facilities or any other
     facilities  where the Licensed Website is hosted or the
     Licensed Business is conducted.  After such time that
     Licensee demonstrates to Sears' reasonable satisfaction
     that Licensee is operating in substantial accordance with
     this Agreement for a period of three (3) consecutive
     months, the frequency of such operational audits shall
     convert to an ad hoc basis, which in no event shall be less
     than annual.  If, at any time, such an audit reveals that
     Licensee' operations are not in substantial compliance with
     the terms of this Agreement, Sears retains the right to
     revert the frequency of such operational audits to a
     monthly basis.

                              25

           7.4.3  Underreporting.  If an audit reveals that
     Gross Sales were under-reported by more than five percent
     (5%) of the total Gross Sales reported by Licensee, then
     Licensee shall reimburse Sears for all costs incurred in
     performing such audit, and Licensee shall, at its option:

                  (a) pay (i) Sears Fees on all estimated
           unreported Gross Sales for each year, as calculated
           by annualizing the rate by which Gross Sales were
           under-reported in the audit sample and (ii) an
           administrative fee which shall be calculated by
           multiplying the annualized under-reported Sears Fees
           by the percent of under-reported Gross Sales; or

                  (b) pay (i) for a complete audit by Sears or
           its designee of Licensee's books and records relating
           to Sales for the audit sample year and any other
           years under this Agreement, (ii) Sears Fees on all
           actual unreported Gross Sales as revealed through
           such audit and (iii) an administrative fee for each
           year audited, which will be calculated by multiplying
           the amount of unpaid Sears Fees for such year by the
           percentage by which Gross Sales were under-reported
           in such year.  If an audit reveals under-reported
           Gross Sales, Licensee's Sales shall be subject to
           another audit (at Licensee's expense) approximately
           one year after the initial audit.  If the subsequent
           audit reveals that Gross Sales were under-reported by
           more than five percent (5%) of reported Gross Sales,
           Licensee shall pay Sears Fees on such Gross Sales as
           per the above except that, due to the increased
           expenses incurred by Sears in heightened review of
           Licensee's future Sales reports, the administrative
           fee shall be doubled.

           If an audit reveals that Gross Sales were under-
           reported by five percent (5%) or less of reported
           Gross Sales, Licensee shall pay the Sears Fees due on
           all unreported Gross Sales.  Further, Sears also
           shall have the right to collect from Licensee
           interest on all unpaid Sears Fees for the period from
           the close of the year in which the corresponding
           Sales were made until the date of payment of such
           Sears Fees.  Interest shall be at the rate of prime
           (as published in the Wall Street Journal as of the
           date of the completion of the audit) plus one percent
           (1%). Licensee, at its expense, shall develop and
           implement a program to conduct audits of Sales,
           including any Sales processed by Approved
           Contractors, to verify the accuracy of their reports
           on Gross and Net Sales and Sears Fees.

     7.5   SURVIVABILITY.  The terms of Sections 7.3.2, 7.4.1,
7.4.2 and 7.4.3 shall survive the expiration or termination of
this Agreement for a period of two (2) years.

VIII. REPRESENTATION AND WARRANTIES

     8.1   FUNCTIONALITY AND PERFORMANCE WARRANTIES.

           8.1.1  Functionality of Licensed Website.  Licensee
     represents and warrants to Sears that the Licensed Website
     shall function in accordance with the

                              26

     Specifications and User Documentation as such
     Specifications and User Documentation may be revised from
     time to time in accordance with this Agreement.

           8.1.2  Performance Standards. Licensee represents
     and warrants to Sears that Licensee shall operate, maintain
     and support the Licensed Business and the Licensed Website,
     at all times, in accordance with the Minimum Operating
     Standards and the Performance Standards. Licensee shall
     operate the Licensed Business and consummate any Sales in a
     prompt, courteous, efficient and ethical manner.

           8.1.3  Scalability.  Licensee represents and warrants
     to Sears that Licensee will be capable of scaling the
     Licensed Website and/or Licensee's operations to meet the
     requirements of the Licensed Business (including algorithms
     relating to transaction rates, services and customers), as
     set forth in this Agreement.

           8.1.4  Disabling Code Warranty.  Licensee represents
     and warrants to Sears that:  (a) the Licensed Website and
     the Licensee Software does not contain and will not receive
     from a Licensee data transmission or any other Licensee
     medium, nor will Licensee transmit to Sears or any other
     user of the Licensed Website, any virus, worm, trap door,
     back door, timer, clock, counter or other limiting routine,
     instruction or design that is designed to erase data or
     programming or otherwise cause any system to become
     inoperable or incapable of being used in the full manner
     for which it was designed and created (collectively, a
     "Disabling Code"); and (b) Licensee shall maintain and use,
     at all times, software or other technology that is designed
     to: (i) detect the presence of Disabling Code in the
     Licensed Website and/or the Licensee Software; and (ii)
     prevent the introduction of the Disabling Code into the
     Licensed Website and/or the Licensee Software.  In the
     event a Disabling Code is identified, in addition to
     any other rights and remedies that may be available to
     Sears as described in Section 8.1.7, Licensee shall take
     all steps necessary, at no additional cost to Sears, to:
     (x) restore and/or reconstruct any and all data lost by
     the Licensed Business and/or Sears, its customers and/or
     suppliers as a result of such Disabling Code; (y) furnish a
     new copy of the Licensed Website and/or the Licensee
     Software, as applicable, without the presence of Disabling
     Codes; and (z) promptly install and implement such new copy
     of the Licensed Website and/or the Licensee Software, as
     applicable.

           8.1.5  Open Architecture Warranty.  Licensee
     represents and warrants to Sears that the Licensed Website
     is designed and will continue to be designed to operate in
     an Open Architecture environment and, as such, all Licensee
     interface specifications will be published and generally
     available.  For purposes of the foregoing, an "Open
     Architecture" is an architecture that adheres to a publicly
     known set of interface specifications so that any
     applications that have been implemented to those interface
     specifications will be able to intemperate with any
     other Third Party application that adheres to the same
     interface specifications.

                              27

     Notwithstanding the foregoing, Licensee shall not be
     deemed to be in breach of the foregoing representation and
     warranty with respect to a Third Party that implements to
     the interface specifications in a manner that is not
     consistent with the general industry understanding of the
     meaning of such interface specifications.

           8.1.6  Year 2000 Compliance.  Licensee represents and
     warrants that the Licensed Website, the Licensee Software
     and Licensee's point of sale system utilizes and includes
     four-digit year elements (e.g. 1999, 2000, etc.) and that
     the use, entry or creation of dates before, on or after
     January 1, 2000, will neither cause failure nor produce
     incorrect results on the Licensed Website, the Licensee
     Software or in the transmission of any data to Sears
     through any electronic data interchange system.

           8.1.7  Correction of Failure to Meet Functionality
     and Performance Warranties.  Upon any failure to comply
     with the representations, warranties and/or covenants set
     forth in Sections 8.1.1 through 8.1.6, Licensee shall
     either: (a) repair, replace or correct, within thirty (30)
     calendar days of notice of the failure, the applicable
     component(s) of the Licensed Website or the Licensee
     Software including providing any additional software,
     equipment and/or services that may be necessary; or (b) if
     Licensee is not able to repair, replace or correct the
     component(s) of the Licensed Website or the Licensee
     Software within the time frame set forth above, provide to
     Sears a plan to repair, replace or correct the applicable
     component(s) of the Licensed Website or the Licensee
     Software that is acceptable to Sears in its sole discretion
     including providing any additional software, equipment
     and/or services that may be necessary.  The rights and
     remedies set forth in subsections (a) and (b) above shall
     be in addition to any other remedies that may be specified
     in this Section 8.1.  Licensee shall be solely responsible
     for costs and expenses associated with any repair,
     replacement and/or correction provided by Licensee as
     provided in this Section, and the costs and expenses
     associated with any other remedy set forth in this Section
     8.1.

     8.2   COMPLETE DESCRIPTION OF LICENSEE SOFTWARE.  Licensee
represents and warrants to Sears that the Licensee Software, as
described in Schedule 1.2(g), is a complete and accurate list
and description of all of the software necessary to operate the
Licensed Business.

     8.3   USER DOCUMENTATION WARRANTY. Licensee represents and
warrants to Sears that the User Documentation provided by
Licensee for each Release of the Licensed Website shall be
detailed and complete and shall accurately describe the
functional and operational characteristics of the Licensed
Website. Licensee further represents and warrants to Sears that:
(a) it will provide to Sears updated versions of all such User
Documentation as soon as reasonably practical, but in no event
later than sixty (60) calendar days, following Certification of
the applicable Release or approval of the Interim Modifications,
as applicable; and (b) all such updated User Documentation will
be complete and accurate and will be at least as detailed as
the User Documentation issued to Sears with the initial Release
of the Licensed Website.
                              28

     8.4   SERVICES WARRANTY.  Licensee represents and warrants
to Sears that it shall perform the services required by this
Agreement in a good and workmanlike manner in accordance with
industry practices and standards generally applicable to such
services; provided, however, that where this Agreement specifies
a particular standard or criteria for performance, this warranty
is not intended to and does not diminish that standard or
criteria for performance.

     8.5   PROVISION OF GOODS AND SERVICES. Licensee represents
and warrants to Sears that all goods and services offered or
sold through the Licensed Business and/or the Licensed Website
and the promotion, sale and after-sales service relating to such
goods and services shall comply with all applicable require-
ments as set forth in this Agreement.

     8.6   INTELLECTUAL PROPERTY WARRANTY. Licensee represents
and warrants to Sears that the Licensed Website, the Licensee
Software and the Licensee Marks, the use of the Licensed
Website, Licensee Software and/or the Licensee Marks, the
operation of the Licensed Business and all other intellectual
property used in connection with the Licensed Business do not
and shall not infringe upon, dilute or misappropriate, as
applicable, any patent, trademark, copyright, trade secret or
other intellectual property or proprietary right of any Third
Party, and there currently is no actual or threatened suit
against Licensee by any Third Party based on an alleged
violation of any such right.  This warranty shall survive the
expiration or termination of this Agreement.

     8.7   WARRANTY OF AUTHORITY.  Each party represents and
warrants to the other that: (a) it has the right to enter into
this Agreement; (b) subject to the terms of this Section, there
are no outstanding assignments, grants, licenses, encumbrances,
obligations or agreements (whether written, oral or implied)
that are inconsistent with this Agreement and the rights granted
or transferred herein; and (c) consummating this Agreement and
the transactions contemplated herein shall not violate any
agreement, including the agreement between Sears and America
Online, or understanding (whether written, oral or implied)
between such party or any of its Affiliates and any other person
or entity. Notwithstanding the foregoing, Licensee acknowledges
that Sears has informed Licensee about the existence of an
agreement between Sears and America Online, which agreement
Licensee understands may affect Sears' future authorization of
products and services related to the Licensed Website and/or the
Licensed Business. These warranties shall survive the expiration
or termination of this Agreement.

     8.8   PENDING LITIGATION WARRANTY.  Licensee represents
and warrants to Sears that there is no action, suit, claim,
investigation or proceeding pending, or to the best of
Licensee's knowledge, threatened against, by or affecting
Licensee, the Licensed Business, the Licensed Website or the
Licensee Software that, if adversely decided, might adversely
affect:  (a) Licensee's ability to enter into this Agreement;
(b) Licensee's performance of its obligations herein; or (c) the
use of the Licensed Website and the Licensee Software.

     8.9   COMPLIANCE WITH LAW.  Licensee shall comply fully
with all applicable Federal, state and local laws, ordinances,
rules and regulations, including all rules and

                              29

regulations of the Federal Trade Commission and Federal
Communications Commission.  In addition, Licensee represents and
warrants that Licensee and all subcontractors and agents
involved in the production or delivery of the Licensed Business
and the merchandise and services to be sold in connection with
the Licensed Business shall strictly adhere to all applicable
laws, regulations and prohibitions of the United States and all
country(ies) in which such merchandise and services are produced
or delivered with respect to the operation of their production
facilities and their other businesses and labor practices,
including laws, regulations and prohibitions governing the
working conditions, wages and minimum age of the work force.
Licensee further represents and warrants that the Licensed
Website, the Licensed Business and such merchandise to be sold
in connection with the Licensed Business shall not be produced
or manufactured, in whole or in part, by convict or forced
labor.

IX. TERM AND TERMINATION

     9.1   TERM.  The term of this Agreement ("Term") shall
begin on the Effective Date and end at the close of business on
December 31, 2008, unless sooner terminated under any of the
provisions of this Agreement.


     9.2   MUTUAL RIGHT OF TERMINATION.  Subject to the terms
set forth in Section 9.6, either party may terminate this
Agreement without cause, without penalty and without liability
for any damages as a result of such termination, provided that
the effective date of termination is no earlier than February 4,
2004, and further provided that the party seeking to terminate
the Agreement provides the other party at least ninety (90)
calendar days' prior written notice specifying the effective
date of termination.

     9.3   TERMINATION OF AGREEMENT BY SEARS WITH NOTICE.
Sears shall have the right to terminate this Agreement effective
upon delivery of notice of termination to Licensee if: (a)
Licensee fails to secure, surrenders or transfers to any Third
Party the control, ownership or administration of the Licensed
Business, Licensed Website, any Sears Content and/or any
intellectual property rights in the Licensed Business, the
Licensed Website or Sears Content without Sears' prior written
consent; (b) Licensee uses any Sears Content or other content in
material violation of this Agreement; (c) Licensee materially
fails to operate and maintain the Licensed Website in accordance
with the Specifications and/or Minimum Operating Standards and
the Performance Standards; (d) Licensee fails to achieve
Certification of any Release in accordance with Section 2.5.2;
(e) Licensee attempts to assign, sublicense, transfer or convey
any of its rights in violation of Section 14.2; (f) CPI fails to
abide by any of the covenants set forth in Section 14.2.3; (g)
Licensee attempts to subcontract any of its obligations under
this Agreement to any contractor that is not an Approved
Contractor and fails to terminate such relationship within ten
(10) calendar days after written notice is delivered to
Licensee; (h) Licensee materially misuses or makes an
unauthorized use of the Licensed Website, any Sears Mark or
Sears Content; (i) Licensee or any of its owners is convicted of
or pleads no contest to a felony, or engages in any conduct that
is likely to adversely affect the reputation of Licensee, the
Licensed Website, the Licensed Business or Sears; (j) Licensee
makes any unauthorized use, duplication or disclosure of any
Customer Information, Sears Confidential Business Information,
Sears Confidential Personal

                              30

Information and/or Developments or otherwise breaches Section
10.5 of the Agreement; (k) Licensee fails to secure and maintain
appropriate insurance coverage as set forth in Article XII; (l)
Licensee fails to make payment of any Sears Fees or any other
amounts due Sears, provided such failure is not cured by
Licensee within ten (10) calendar days after written notice of
such failure is delivered by Sears to Licensee; (m) Licensee
materially breaches any representation or warranty set forth in
this Agreement; (n) Licensee fails to comply with any other
provision of this Agreement, provided such failure is not cured
by Licensee within thirty (30) calendar days after written
notice of such failure to comply is delivered by Sears to
Licensee; (o) the Licensed Website experiences excessive
service outages or blackout periods in comparison to other
public sites on the World Wide Web; (p) any Third Party alleges
that the Licensed Website, any software (including Licensee
Software), hardware or other equipment or supplies used in
supporting the Licensed Business, or any goods or services sold
through the Licensed Business infringe any patent, copyright,
trade secret, trademark, service mark or trade name (other than
a Sears Mark), or any other intellectual property right or
defames, invades the privacy of, or misappropriates the likeness
of any Third Party and, Licensee fails to provide Sears, within
thirty (30) calendar days after written notice of such
allegations is delivered by Sears to Licensee, assurances
satisfactory to Sears that such allegations are without merit;
(q) the Portrait Studio License Agreement, dated January 1,
1999, as amended, by and between Sears and Consumer Programs
Incorporated terminates or expires in accordance with its terms;
(r) the Kodak Letter Agreement terminates for any reason other
than (i) the execution of a definitive license agreement for
all of the Kodak Inventions, which agreement satisfies the terms
and conditions set forth in Section 1.5 or (ii) all of the Kodak
Inventions being invalidated by a final, non-appealable order
of a court of competent jurisdiction; (s) Licensee and Kodak
fail to execute, on or before December 31, 2001, a definitive
license agreement for all of the Kodak Inventions that satisfies
the terms and conditions set forth in Section 1.5; (t) Licensee
fails to comply with the terms of the Kodak Letter Agreement or
the Kodak Definitive Agreement; or (u) any of the licenses to
any of the Kodak Inventions terminate for any reason other than
all of the Kodak Inventions being invalidated by a final,
non-appealable order of a court of competent jurisdiction.  All
notices to be delivered under this Section shall be deemed
delivered if delivered in accordance with Section 14.12.

     9.4   TERMINATION OF AGREEMENT BY SEARS WITHOUT FURTHER
NOTICE.  This Agreement shall terminate without further action
by Sears or notice to Licensee if: (a) a petition is filed
either by or against Licensee in any bankruptcy or insolvency
proceeding;  (b) Licensee shall fail to consent to in a timely
and appropriate manner, shall consent to, or there shall occur,
the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or
similar official) of such Licensee or of any substantial part
of such Licensee's assets; (c) Licensee shall make an assignment
for the benefit of creditors; (d) Licensee shall take any
corporate action in furtherance of any of the events described
in the foregoing subsections (a),(b) or (c) or for the
dissolution or winding up of the affairs of Licensee; or (e)
Licensee admits in writing its inability to, or shall be
generally unable to, pay its debts as such debts become
due.

     9.5   TERMINATION OF AGREEMENT BY LICENSEE.  Licensee
shall have the right to terminate this Agreement upon Sears'
breach of a material obligation under this

                              31

Agreement; provided such breach is not cured by Sears within
thirty (30) calendar days after written notice is delivered by
Licensee to Sears specifying the nature of the breach.  All
notices to be delivered under this Section shall be deemed
delivered if delivered in accordance with Section 14.12.

     9.6   RIGHTS OF PARTIES UPON TERMINATION OR EXPIRATION OF
AGREEMENT.

           9.6.1  General.  Upon termination of this Agreement
     for any reason, including expiration of the Term, except as
     expressly set forth elsewhere in Section 9.6, Sears shall
     have no liability or obligation to Licensee with respect to
     any costs incurred by Licensee in creating, developing,
     deploying or administering the Licensed Website or the
     Licensed Business, including any costs incurred in
     performing Licensee's obligations under this Agreement.

           9.6.2  Expiration of Agreement Without Renewal.  Upon
     expiration of this Agreement due to lapse of the Term
     without renewal:

                  (a) the Wind-Down Period shall be six (6)
           months following expiration of the Agreement;

                  (b) during the Wind-Down Period, the parties
           shall cooperate with each other to wind-down the
           operation of the Licensed Business including, without
           limitation, providing the appropriate notices to all
           of the customers of, and suppliers to, the Licensed
           Business and Licensee fulfilling any customer orders
           in progress;

                  (c) unless otherwise requested by Sears,
           Licensee shall cease, as of the expiration of the
           Term, to accept any new business from any new
           or existing customers;

                  (d) during the Wind-Down Period, Licensee
           shall continue to pay Sears the Sales Fees in
           accordance with Article VI;


                  (e) during the Wind-Down Period, Licensee
           shall continue to bear the costs normally associated
           with operating the Licensed Business during the Term
           ("Normal Operating Expenses") as evidenced by
           Licensee's financial statements;
                 (f)  during the Wind-Down Period, Licensee
           shall bear any other costs associated with the
           wind-down of the Licensed Business; and

                  (g) the Restricted Period shall be six (6)
           months following expiration of the Term.

           9.6.3  Termination Without Cause By Sears or for
     Cause By Licensee.  Upon termination of this Agreement by
     Sears in accordance with Section 9.2 or by Licensee in
     accordance with Section 9.5:

                              32

                  (a) the Wind-Down Period shall be six (6)
           months following the effective date of termination;

                  (b) during the Wind-Down Period, the parties
           shall cooperate with each other to wind-down the
           operation of the Licensed Business including, without
           limitation, providing the appropriate notices to all
           of the customers of, and suppliers to, the Licensed
           Business and Licensee fulfilling any customer orders
           in progress;

                  (c) unless otherwise requested by Sears,
           Licensee shall cease, as of the effective date of
           termination, to accept any new business from any new
           or existing customers;

                  (d) during the Wind-Down Period, Licensee
           shall continue to pay Sears the Sales Fees in
           accordance with Article VI;

                  (e) during the Wind-Down Period, Licensee
           shall continue to bear the Normal Operating Expenses;

                  (f) during the Wind-Down Period, Sears shall
           bear the costs of any actual, documented, reasonable
           out-of-pocket expenses over and beyond the Normal
           Operating Expenses that are incurred as a result of
           the wind-down of the Licensed Business;

                  (g) there shall be no Restricted Period; and

                  (h) with respect to termination by Licensee


           in accordance with Section 9.5 only, Licensee shall
           have the right to pursue any additional rights and/or
           remedies available at law and/or in equity.

           9.6.4  Termination Without Cause By Licensee or for
     Cause By Sears.  Upon termination of this Agreement by
     Licensee in accordance with Section 9.2 or by Sears in
     accordance with Section 9.3 or Section 9.4:

                  (a) the Transition Period shall be one (1)
           year following the effective date of termination;

                  (b) at Sears' request, Licensee shall
           continue to operate the Licensed Business in
           accordance with the terms of this Agreement up until
           the date on which the Licensed Business has been
           completely transitioned to Sears or a Third Party
           designated by Sears and is fully operational as
           determined by Sears (the "Transition Date");

                  (c) Licensee shall continue to pay Sears the
           Sales Fees in accordance Article VI up until the
           earlier of:  (i) the Transition Date; and (ii) the
           date on which Sears notifies Licensee in writing that
           Sears desires to discontinue operation of the
           Licensed Business;

                              33

                  (d) up until the Transition Date: (i) Licensee
           shall provide any and all services necessary for the
           orderly transition of the Licensed Business to either
           Sears or a Third Party designated by Sears including,
           without limitation, the services described in
           Schedule 9.6.4(d) ("Transition Services"); and (ii)
           Licensee shall continue to bear the Normal Operating
           Expenses as evidenced by Licensee's financial
           statements;

                  (e) following the Transition Date and until
           the end of the Transition Period, Licensee shall
           provide any Transition Services requested by Sears at
           no cost to Sears;

                  (f) during the Transition Period, Licensee
           shall train and transfer, at no cost to Sears,
           know-how as described in Schedule 9.6.4(f)
           regarding the Licensed Website and the Licensed
           Business ("Know-How"), to Sears and/or its Third
           Party designees so that Sears can become self-reliant
           with respect to the day-to-day operations and support
           and maintenance of the Licensed Website and the
           Licensed Business;

                  (g) the Restricted Period shall be two (2)
           years following the effective date of termination;

                  (h) at Sears' request, Licensee shall
           transfer to Sears or a Third Party designated by
           Sears, at no cost to Sears or such third party, all
           of the assets and materials necessary for the
           continued operation of the Licensed Business
           including, without limitation, the items identified
           in Schedule 9.6.4(h);

                  (i) Sears shall have the license set forth in
           Section 9.6.5;

                  (j) following the Transition Date, Licensee
           shall not be entitled to any monies whatsoever
           related to any Sales or other transactions related
           to the Licensed Business; and

                  (k) with respect to termination by Sears in
           accordance with  Section 9.3 or Section 9.4 only,
           Sears shall have the right to pursue any additional
           rights and/or remedies available at law and/or in
           equity.

           9.6.5  Perpetual License to Licensee Software.  Upon
     termination of this Agreement by Licensee in accordance
     with Section 9.2 or by Sears in accordance with Section 9.3
     or Section 9.4, Sears shall have a perpetual, irrevocable,
     non-assessable, non-exclusive (subject to the terms of
     Section 1.4.1) license to use, modify, adapt and/or enhance
     the Source Code to the Licensed Website and the Licensee
     Software, and any Enhancements thereto, in connection with
     the Licensed Business in the Territory.  In the event Sears
     wants to expand the use of the license granted in this
     Section beyond the Territory, Licensee shall expand the
     license to any additional country or territory upon Sears'
     payment of a reasonable license fee agreed by the parties.

                              34

     9.7   SURVIVABILITY.  The provisions of this Section IX,
as well as any other provisions of this Agreement that by their
nature survive expiration or termination of this Agreement shall
survive any expiration or termination of this Agreement.

     X.    PROPRIETARY RIGHTS; CUSTOMER AND CONFIDENTIAL
INFORMATION

     10.1  PROPRIETARY RIGHTS.



           10.1.1 Licensee's Proprietary Rights.  Except for
     Sears Content and as otherwise set forth in Sections
     10.1.2, 10.1.3, and 10.1.4, title to the Licensed Website
     and to the Licensee Software shall at all times remain with
     Licensee.

           10.1.2 Sears' Proprietary Rights.  Licensee, at
     all times, shall identify Sears as the copyright owner of
     all of the content appearing on the Licensed Website except
     for any content licensed from a Third Party.  In addition
     to the foregoing, the parties may agree in a Project Plan
     that certain concepts, works, information, data, computer
     programs, program materials, flow charts, notes, outlines
     and other ideas and materials developed, invented, prepared
     or discovered by Licensee pursuant to this Agreement
     (collectively, the "Developments") are the sole property of
     Sears.  In such event, Licensee hereby assigns to Sears
     Licensee's entire right and interest in any such
     Developments and will execute any documents in connection
     therewith that Sears may reasonably request;  provided that
     to the fullest extent permissible by applicable law, any
     and all copyrightable aspects of the Developments shall be
     considered "works made for hire."  Licensee shall enter
     into agreements with all of its employees, agents and
     contractors necessary to establish and assign to Sears sole
     ownership in the Developments, and Licensee agrees to
     provide Sears with copies of such agreements as they are
     executed.  Licensee hereby appoints Sears as its true and
     lawful attorney-in-fact with the right to execute
     assignments of and to register any and all rights to the
     Developments.  This appointment is coupled with an interest
     and shall survive termination of this Agreement.

           10.1.3 Joint Ownership Rights.  The parties may
     agree in a Project Plan that certain deliverables shall be
     jointly owned by the parties and that the parties shall be
     considered "joint developers" of such deliverables.  In
     such event:  (a) each party shall assist the other in
     perfecting, obtaining and/or enforcing the other party's
     intellectual property rights in and to the deliverables;
     and (b) each party's rights in and to the deliverables
     shall be limited as mutually agreed by the parties and set
     forth in the Project Plan.

           10.1.4 Competitive Advantage Rights.  Licensee
     acknowledges that certain knowledge, skills, methodologies,
     ideas, concepts, know-how, processes, techniques and
     adaptations learned during the course of work for Sears may
     provide Sears with a competitive advantage over its
     competitors and other Third Parties.  Accordingly, the
     parties may agree in a Project Plan that certain
     deliverables, or portions thereof, provide Sears with a
     competitive advantage, in

                              35

     which case Sears shall have the right to use the features
     and functionality represented by any such deliverables on
     an exclusive basis for a period of time following
     Certification of such deliverables (the "Exclusivity
     Period").  The term of the Exclusivity Period shall be
     mutually agreed upon by the parties in the applicable
     Project Plan.  During the Exclusivity Period, Licensee
     shall be precluded from exercising any rights under Section
     10.1.5 as it relates to the features and functionality
     protected under this Section and shall not provide the
     features and functionality represented by such deliverables
     to any Third Party without Sears' prior written consent,
     which Sears may withhold in its sole discretion.

           10.1.5 General Knowledge.  Subject to the terms
     set forth in Section 1.5.1, this Agreement shall not
     preclude Licensee from using its general knowledge, skills
     and experience for its other clients, provided that
     Licensee does not use in connection therewith any
     Developments, or Sears' Confidential Business Information
     and/or Confidential Personal Information.

     10.2  MONITORING OF TRAFFIC AND SALES.  Subject to the
terms of the Privacy Policy, Sears shall have the right to use
any electronic methods available to obtain information about
customers, visitors or end users who access the Licensed Website
and to collect Sales data, so long as such methods do not
unreasonably interfere with the operation of the Licensed
Website.

     10.3  CUSTOMER INFORMATION. As between Sears and Licensee,
all information and materials (including archived non-
professional photographs) collected from or about any customers
of the Licensed Business, including customer names, addresses,
phone numbers, email addresses, account numbers, demographic,
financial and transactional information and personal preference
and shopping habit information (collectively, Customer
Information") shall be the sole and exclusive property of
Sears. Sears hereby grants Licensee a limited license to use the
Customer Information for the purpose of promoting the sale of
merchandise and services through the Licensed Business. To the
extent Licensee and/or any Approved Contractor is required to
maintain Customer Information for purposes of operating the
Licensed Business in accordance with the terms of this
Agreement, Licensee and any Approved Contractors shall maintain
Customer Information in a manner that enables Licensee, the
Approved Contractor and/or Sears to identify and extract
separately:  (a) the Customer Information of Sears without
extracting or otherwise affecting any Third Party Customer
Information; and (b) any Third Party Customer Information
without extracting or otherwise affecting the Customer
Information of Sears.  If requested by Sears, Licensee shall
provide to Sears the current database of Customer Information,
in a format prescribed by Sears.

     10.4  CONFIDENTIAL BUSINESS INFORMATION.

           10.4.1   Sears' Confidential Business Information.
     "Sears' Confidential Business Information" means any
     information, whether disclosed in oral, written, visual,
     electronic or other form, which Sears or its Affiliates
     disclose or Licensee observes from Sears, its agents or
     contractors in connection with Licensee's

                              36

     performance of the services.  Sears' Confidential Business
     Information includes Developments; Sears' or its
     Affiliates' business plans, strategies, forecasts, projects
     and analyses; Sears' or its Affiliates' financial
     information; Sears' or its Affiliates' employee and vendor
     information; Sears' or its Affiliates' software (including
     all documentation, code and specifications); hardware and
     system designs, architectures, structure and protocols;
     Sears' or its Affiliates' product and service
     specifications; Sears' or its Affiliates' manufacturing,
     purchasing, logistics, sales, marketing and other business
     processes.  In addition, Sears' Confidential Business
     Information shall include information disclosed by Sears or
     its Affiliates to the Licensee, prior to the Effective Date,
     during the discussions or negotiations relating to this
     Agreement or the project(s) which are the subject of this
     Agreement.

           10.4.2 Licensee's Confidential Business Information.
     "Licensee's Confidential Business Information" means any
     information, whether disclosed in oral, written, visual,
     electronic or other form, which Licensee discloses or Sears
     observes from Licensee, its agents or contractors in
     connection with this Agreement, related to the Licensee
     Software and any User Documentation or which:  (a) if in
     tangible form or other media that can be converted to
     readable form, is marked clearly as "secret, confidential
     or proprietary" when disclosed; or (b) if oral or visual,
     is identified as secret, confidential or proprietary prior
     to disclosure and is summarized in a writing marked secret,
     confidential or proprietary and delivered within ten (10)
     days following the oral or visual disclosure  In addition,
     Licensee's Confidential Business Information shall include
     "Confidential Information" disclosed to Sears, prior to
     the Effective Date, during the discussions or negotiations
     relating to this Agreement or the project(s) which are the
     subject of this Agreement.  Sears' Confidential Business
     Information and Licensee's Confidential Business
     Information are collectively referred to herein as
     "Confidential Business Information".

           10.4.3 Agreement Confidential.  Except as otherwise
     expressly permitted in this Section, the parties will treat
     the terms and existence of this Agreement as Confidential
     Business Information. Notwithstanding the foregoing, each
     party may disclose the terms of this Agreement in connection
     with the requirements of a public offering or securities
     filing, provided that the party intending to disclose the
     terms of this Agreement shall provide the other party with
     prior written notice, an independent opinion of counsel
     that such disclosure is required and opportunity to seek
     confidential treatment of the Agreement, or any portion
     thereof, and shall cooperate with the other party to obtain
     confidential treatment of those portions of the Agreement,
     that each party deems to be confidential and not subject to
     disclosure.

           10.4.4 Treatment of Confidential Business
     Information.  The party receiving Confidential Business
     Information (the "Receiving Party") from the other party
     (the "Disclosing Party") shall use such Confidential
     Business Information only as necessary to perform
     the services and its other obligations

                              37

      under this Agreement.  The Receiving Party shall: (a)
      restrict disclosure of Confidential Business Information
      to its employees, agents and contractors (collectively,
      its "Personnel"), who have a need to know such information
      to perform the services and who have first agreed to be
      bound by the terms of this Section 10.4, and (b) require
      its Personnel to execute a document stating such
      agreement. In any case, the Receiving Party is liable for
      any unauthorized disclosure or use of Confidential
      Business Information by any of its Personnel.  Within ten
      (10) calendar days after receiving the Disclosing Party's
      written request, the Receiving Party shall destroy, in
      such a manner that it cannot be retrieved, or return to
      the Disclosing Party (as instructed by the Disclosing
      Party) any materials containing Confidential Business
      Information.  The Receiving Party shall certify to the
      Disclosing Party that it has satisfied its obligations
      under Section 10.4.

           10.4.5 Exceptions to Confidential Treatment.

                  (a) The obligations under Section 10.4
           do not apply to any Confidential Business Information
           that the Receiving Party can demonstrate:


                      (i) the Receiving Party possessed prior
                  to disclosure by the Disclosing Party
                  without an obligation of confidentiality;

                     (ii) is or becomes publicly available
                  without breach of this Agreement by the
                  Receiving Party;

                    (iii) is independently developed by the
                  Receiving Party without use of any
                  Confidential Business Information; or

                     (iv) is received by the Receiving Party
                  from a Third Party that does not have an
                  obligation of confidentiality to the
                  Disclosing Party.

                  (b) The Receiving Party may disclose
           Confidential Business Information to the extent that,
           in the reasonable opinion of the Receiving Party's
           legal counsel, it is legally required to be
           disclosed.  The Receiving Party shall notify the
           Disclosing Party within a reasonable time prior to
           disclosure and allow the Disclosing Party a
           reasonable opportunity to seek appropriate protective
           measures.

                  (c) The Receiving Party shall have the burden
           of proving the applicability of any the foregoing
           exceptions.

                              38

           10.5   CONFIDENTIAL PERSONAL INFORMATION.

                  10.5.1 Confidential Personal Information.
           Licensee agrees that all information about Sears' or
           its Affiliates' individual customers provided
           by Sears or its Affiliates to Licensee, including
           names, addresses, telephone numbers, account numbers,
           customer lists, and demographic, financial and
           transaction information, and all Customer
           Information (collectively, "Confidential Personal
           Information"), shall be deemed confidential.
           Section 10.5 shall not apply to information
           independently developed by Licensee, without the use
           of Confidential Personal Information, provided
           that Licensee is not using such information on
           Sears' or its Affiliates behalf.  In the event
           information may be deemed to be both Sears'
           Confidential Business Information and Confidential
           Personal Information, the provisions of Section 10.5
           shall control.


           10.5.2 Treatment of Confidential Personal
           Information.

                  (a) Licensee shall use Confidential Personal
           Information only as necessary to perform the services
           and its other obligations under this Agreement.  To
           the extent Licensee and/or any Approved Contractor is
           required to maintain Confidential Personal
           Information for purposes of operating the Licensed
           Business in accordance with the terms of this
           Agreement, Licensee and any Approved Contractors
           shall maintain Confidential Personal Information in a
           manner that enables Licensee, the Approved Contractor
           and/or Sears to identify and extract separately: (i)
           the Confidential Personal Information without
           extracting or otherwise affecting any Third Party
           customer information; and (ii) any Third Party
           customer information without extracting or otherwise
           affecting the Confidential Personal Information.
           Licensee shall restrict disclosure of Confidential
           Personal Information to its Personnel who have a need
           to know such information to perform the services and
           who have first agreed to be bound by the terms of
           Section 10.5.  Licensee shall require its Personnel
           to execute a document stating such agreement.
           Licensee is liable for any unauthorized disclosure or
           use of Confidential Personal Information by any of
           its Personnel.

                 (b)  Licensee shall not disclose the
           Confidential Personal Information to any Third Party,
           including an affiliate of Licensee or a permitted
           subcontractor, without prior written consent of Sears
           and the written agreement of such Third Party to be
           bound by the terms of Section 10.5.  Unless otherwise
           prohibited by law, Licensee shall (i) immediately
           notify Sears of any legal process served on Licensee
           for the purpose of obtaining Confidential Personal
           Information and (ii) permit Sears or its Affiliates
           adequate time to exercise its legal options to
           prohibit or limit such disclosure.

                              39

                  (c) Licensee shall establish and maintain
           written policies and procedures designed to ensure
           the confidentiality of the Confidential Personal
           Information.  Copies of such policies and procedures
           shall be provided to Sears upon Sears' request.

                  (d) Within ten (10) calendar days following
           termination of this Agreement or ten (10) calendar
           days following the completion of a project for which
           the Confidential Personal Information has been
           provided, whichever first occurs, Licensee shall, at
           Sears' discretion, (i) return the Confidential
           Personal Information to Sears or (ii) certify in
           writing to the Sears that such Confidential Personal
           Information has been destroyed in such a manner that
           it cannot be retrieved.

                  (e) Licensee shall notify Sears promptly upon
           the discovery of the loss, unauthorized disclosure or
           unauthorized use of the Confidential Personal
           Information and shall indemnify and hold Sears and
           its Affiliates harmless in accordance with Article
           XI.

                  (f) Licensee shall permit Sears to audit
           Licensee's compliance with the provisions of Section
           10.5 at any time during Licensee's regular business
           hours.

                  (g) A breach of Section 10.5 shall be grounds
           for immediate termination of this Agreement in
           accordance with Section 9.3.

     10.6  INJUNCTIVE RELIEF.  In addition to any other rights
the Disclosing Party may have under this Agreement, or under
applicable law, since unauthorized use or disclosure of the
Confidential Business Information and/or the Confidential
Personal Information may result in immediate and irreparable
injury to the Disclosing Party and/or its Affiliates for which
monetary damages may not be adequate, in the event the Receiving
Party or any officer, director, employee, agent or subcontractor
of the Receiving Party uses or discloses or in the Disclosing
Party's sole opinion, the Receiving Party is likely to use or
disclose the Confidential Business Information and/or the
Confidential Personal Information in breach of the Receiving
Party's obligations under this Agreement, the Disclosing Party
and/or its Affiliates shall be entitled to equitable relief,
including temporary and permanent injunctive relief and specific
performance.  The Disclosing Party and/or its Affiliates also
shall be entitled to the recovery of any pecuniary gain realized
by Licensee from the unauthorized use or disclosure of the
Confidential Business Information and/or the Confidential
Personal Information.

     10.7  SURVIVABILITY.  The provisions of Article X shall
survive the expiration or termination of this Agreement for any
reason.

                              40

XI.  DEFENSE AND INDEMNITY

     11.1  BY LICENSEE.



           11.1.1 Defense.  Licensee shall defend, at its own
     expense, all allegations asserted by any Third Party in any
     claim, action, lawsuit or proceeding (even though such
     allegations may be false, fraudulent or groundless) against
     Sears, its Affiliates and subsidiaries and/or their
     respective directors, officers, employees, agents and
     independent contractors (collectively, the "Sears
     Indemnified Parties") arising out of any of the following
     (collectively, the "Claims"), whether actual or alleged and
     whether or not Licensee's indemnity obligations under
     Section 11.1.2 apply:

                  (a) personal injury or death of any person,
           damage to any property or any other damage or loss
           alleged to result from the development, publication,
           display, distribution, administration, operation
           or use of the Licensed Website or Licensed Business
           Marketing Materials and/or any Sales of goods or
           services (including the Sears Content), including
           alleged defamation, invasion of privacy or
           misappropriation of likeness, antitrust violations or
           other business injuries;

                  (b) infringement, dilution, or misappropria-
           tion of any patent or claim of patent, copyright,
           trademark, service mark, trade name, trade dress,
           trade secret, right of publicity or other proprietary
           right in connection with the Licensed Business or any
           other use by Licensee or Sears (including, without
           limitation, allegations that the Licensee Marks
           infringe a Third Party's rights, but excluding any
           Claims only to the extent of any allegations that the
           "Sears" name or any trademark, service mark, trade
           name or trade dress created and owned solely by Sears
           infringes or misappropriates a trademark, service
           mark, trade name and/or trade dress owned by a Third
           Party);

                  (c) advertising and/or trade practices of
           Licensee, including defamation and/or claims of false
           advertising, consumer deception, fraud and unfair
           competition;

                  (d) relations between Licensee and any of
           Licensee's current or former employees, agents or
           subcontractors and/or any customer of the Licensed
           Business, including claims of wrongful termination,
           discrimination, harassment and denial of benefits,
           and/or any allegations of employment or co-employment
           relationships involving Sears;

                  (e) Licensee's breach of any of its obliga-
           tions undertaken or representations, warranties
           and/or covenants made in this Agreement;

                  (f) the omission or commission of any act,
           lawful or unlawful, by Licensee, its affiliates and
           subsidiaries and/or their respective directors,
                              41

           officers, employees agents or independent
           contractors, whether or not such act is within the
           scope of the authority or employment of such
           persons;

                  (g) the loss, unauthorized disclosure or
           unauthorized use of the Confidential Personal
           Information; and/or

                  (h) failure to collect sales, use and any
           other taxes applicable to the Licensed Business.

Licensee shall use counsel satisfactory to Sears in the defense
of all Claims.  Sears shall have the right, at its election, to
take control of the defense and/or investigation of any Claims
and shall have the right to employ and engage attorneys of its
own choice to manage and defend such Claims, at Licensee's risk
and expense, provided that Sears and its counsel shall proceed
with diligence and good faith with respect thereto.  If Licensee
negotiates a settlement of any such Claim, such settlement shall
be subject to Sears' prior written approval, which shall not be
unreasonably withheld.

           11.1.2 Indemnity.  Licensee shall hold harmless and
     indemnify the Sears Indemnified Parties from and against
     any and all claims, demands, actions, lawsuits,
     proceedings, liabilities, losses, costs and expenses
     (including fees and disbursements of counsel) incurred by a
     Sears Indemnified Party in connection with any Claim(s).
     The provisions of this Section 11.1.2 shall not apply to
     the extent any injury or damage is determined by a final,
     non-appealable order of a court of competent jurisdiction
     to have been caused solely by Sears' negligence or willful
     misconduct.

     11.2  BY SEARS.

           11.2.1 Defense.  Sears shall defend, at its own
     expense, any claim, action, lawsuit or proceeding (even
     though such allegations may be false, fraudulent or
     groundless) brought by a Third Party against Licensee, its
     Affiliates and subsidiaries and/or their respective
     directors, officers, employees, agents and independent
     contractors (collectively, the "Licensee Indemnified
     Parties") alleging that the "Sears" name or any trademark,
     service mark, trade name or trade dress created and owned
     solely by Sears infringes or misappropriates a trademark,
     service mark, trade name and/or trade dress owned by a
     Third Party.

          11.2.2   Indemnity.  Sears shall hold harmless and
     indemnify the Licensee Indemnified Parties from and against
     any and all claims, demands, actions, lawsuits,
     proceedings, liabilities, losses, costs and expenses
     (including fees and disbursements of counsel) incurred by a
     Licensee Indemnified Party due to a claim, action, lawsuit
     or proceeding brought by a Third Party alleging that the
     "Sears" name or any trademark, service mark, trade name or
     trade dress created and owned solely by Sears infringes or
     misappropriates a trademark, service mark, trade name
     and/or trade dress owned by a Third Party.  The provisions
     of this Section 11.2.2 shall not apply to the extent any
     damage is determined by a

                              42

     final, non-appealable order of a court of competent
     jurisdiction to have been caused by Licensee's negligence
     or willful misconduct.

     11.3  SURVIVAL.  The provisions of this Article XI shall
survive the expiration or termination of this Agreement for any
reason.

XII. INSURANCE

     12.1  TYPES OF INSURANCE.  Licensee shall obtain and
maintain, at its sole expense, during the Term of this Agreement
the following policies of insurance from companies having a
rating of at least A-/VII or better in the current Best's
Insurance Reports published by A.M. Best Company and adequate to
fully protect Sears as well as Licensee from and against all
expenses, claims, actions, liabilities and losses related to the
subjects covered by the policies of insurance below:

           (a) Worker's Compensation insurance covering all
     costs, benefits and liabilities under Workers Compensation
     and similar laws which may accrue in favor of any person
     employed by Licensee for all states in which Licensee
     operates, and Employer's Liability insurance with limits
     of liability of at least One Hundred Thousand Dollars
     ($100,000) per accident or disease and Five Hundred
     Thousand Dollars ($500,000) aggregate by disease.  Such
     insurance shall contain a waiver of subrogation in favor of
     Sears.  Limits of liability requirements for Employer's
     Liability may be satisfied by a combination of Employer's
     Liability and Umbrella Excess Liability policies.

           (b) Commercial General Liability insurance, including
     premises/operations liability, contractual liability,
     personal and advertising injury liability (including
     trademark infringement), and products and completed
     operations liability, with limits of at least One Million
     Dollars ($1,000,000) for bodily injury and property damage
     combined.  Sears shall be named as an additional insured.
     Such insurance shall be maintained for three (3) years
     after this Agreement expires, without renewal, or
     terminates for any reason.

           (c)   Umbrella Excess Liability insurance, including
     but not limited to, premises/operations liability,
     contractual liability, personal and advertising injury
     liability, and products and completed operations
     liability, with limits of at least Five Million Dollars
     ($5,000,000) for bodily injury and property damage
     combined.  Sears shall be named as an additional insured.
     Such insurance shall be maintained for three (3) years
     after this Agreement expires, without renewal, or
     terminates for any reason.

           (d) Motor Vehicle Liability insurance, for owned,
     non-owned and hired motor vehicles used in connection with
     the Licensed Website, with limits of at least One Million
     Dollars ($1,000,000) for bodily injury and property damage
     combined.  If only private passenger vehicles are owned or
     shall be used in conjunction with this Agreement, a Five
     Hundred Thousand Dollar ($500,000) combined single limit of
     liability is acceptable.  If no vehicles are owned or leased

                              43

     by Licensee, the Commercial General Liability insurance
     shall be extended to provide insurance for non-owned and
     hired motor vehicles.  Limits of liability requirements may
     be satisfied by a combination of Motor Vehicle Liability
     and Umbrella Excess Liability policies.

           (e) Errors and Omissions insurance, covering injury
     or damage arising out of the rendering of or failure to
     render professional services, with limits of at least Three
     Million Dollars ($3,000,000) per claim.

           (f) Fidelity insurance with limits of liability of
     at least Fifty Thousand Dollars ($50,000).  Sears shall be
     named as an additional insured.

           (g) Any other forms of insurance in such amounts,
     with such deductibles and against such risks and losses as
     are reasonable for the business and assets of the Licensed
     Business including protection against loss of Customer
     Information, hacking and business interruption.

     12.2  NO CANCELLATION WITHOUT NOTICE.  Licensee's policies
of insurance shall expressly provide that they shall not be
subject to material change or cancellation without at least
thirty (30) days' prior written notice to Sears Certificate
Management Services, c/o Near North Technology Services, P.O.
Box 811310, Chicago, Illinois 60681-1310, or other address of
which Licensee is notified.

     12.3  CERTIFICATES.  Licensee shall furnish Sears with
certificates of insurance or, at Sears' request, certified
endorsements and/or copies of policies, prior to execution of
this Agreement and upon each policy renewal during the Term of
this Agreement.  If Licensee does not provide Sears with such
certificates of insurance or, in Sears' opinion, such policies
do not comply with Section 12.1, Sears shall so advise Licensee,
and if Licensee does not furnish evidence of acceptable coverage
within five (5) calendar days, Sears shall have the right to
immediately terminate this Agreement upon written notice
to Licensee.

     12.4  EXPIRATION/NON-RENEWAL.  If Licensee's policies of
insurance expire or are canceled during the Term of this
Agreement or are materially modified, Licensee shall promptly
notify Sears of such expiration, cancellation or material
modification.  If such policies of insurance are materially
modified such that, in Sears' opinion, such policies do not
afford adequate protection to Sears, Sears shall so  advise
Licensee.  If Licensee does not furnish evidence of acceptable
replacement coverage within five (5) calendar days after the
expiration or cancellation of coverage or the notification from
Sears that modified policies are not in compliance with Section
12.1, Sears shall have the right, at its option, to immediately
terminate this Agreement upon written notice to Licensee
pursuant to Section 9.3.  Any approval by Sears of any of
Licensee's insurance policies shall not relieve Licensee
of any responsibility under this Agreement, including liability
for claims in excess of described limits.

                              44

XIII.DISPUTE RESOLUTION

     13.1  RELATIONSHIP MANAGER LEVEL PERFORMANCE REVIEW.  The
Licensee Relationship Manager and Sears Relationship Manager
shall meet as often as shall reasonably be required to review
the performance of the parties under this Agreement and to
resolve any disputes.  Written minutes of such meetings shall be
kept by Licensee for review and approval by Sears.  If these
representatives are unable to resolve a dispute within ten (10)
calendar days after the initial request for a meeting, then the
dispute shall be submitted to an executive level performance
review as described in Section 13.2.

     13.2  EXECUTIVE LEVEL PERFORMANCE REVIEW.  Face-to-face
negotiations regarding any dispute not resolved in accordance
with Section 13.1 shall be conducted by senior executive
officers of Sears and Licensee.  If these representatives are
unable to resolve the dispute within ten (10) calendar days
after the representatives have commenced negotiations, or
twenty (20) calendar days have passed since the initial request
for negotiations at this level, then the parties may agree in
writing to submit the dispute to mediation.


     13.3  VOLUNTARY, NON-BINDING MEDIATION.  If executive-level
performance review is not successful in resolving the dispute,
the parties may, but shall not be obligated to, mutually agree
in writing to submit the dispute to non-binding mediation.
Mediation must occur within five (5) business days after the
parties agree to submit the dispute to mediation, and the
duration of the mediation shall be limited to one (1) business
day.  The parties mutually shall select an independent mediator
experienced in commercial contract disputes, and each shall
designate a representative(s) to meet with the mediator in good
faith in an effort to resolve the dispute.  The specific format
for the mediation shall be left to the discretion of the
mediator and the designated party representatives and may
include the preparation of agreed-upon statements of fact or
written statements of position furnished to the other party.

     13.4  CONTINUED PERFORMANCE.  Except where clearly
prevented by the area in dispute, both parties shall continue
performing their obligations under this Agreement while the
dispute is being resolved under this Article unless and until
the dispute is resolved or until this Agreement is terminated as
provided herein.

     13.5  EQUITABLE RELIEF.  Notwithstanding anything contained
in this Agreement to the contrary, the parties shall be entitled
to seek injunctive or other equitable relief whenever the facts
or circumstances would permit a party to seek such equitable
relief in a court of competent jurisdiction.

XIV. MISCELLANEOUS

     14.1  RELATIONSHIP OF PARTIES.  Licensee is an independent
contractor.  Nothing contained in or done pursuant to this
Agreement shall be construed as creating a partnership, agency,
or joint venture; and neither party shall become bound by any
representation, statement or act of the other party.

                              45

     14.2  ASSIGNMENT.

           14.2.1 General.  Notwithstanding any other provision
     contained in this Agreement, except as provided in Section
     14.2.2, Licensee shall not assign, transfer, sublicense or
     convey any of its rights or obligations under this
     Agreement in whole or in part, without Sears' prior written
     consent, which consent Sears shall have the right to
     withhold in its sole and absolute discretion.  Licensee
     acknowledges and agrees that no assignment or other
     transfer of this Agreement shall be effective until such
     time as:  (a) Releases 1.1, 2.0 and 3.0 each have achieved
     Certification; (b) Licensee and Kodak have entered into a
     definitive written agreement that permits Licensee to make,
     have made and use the Kodak Inventions for purposes of
     Licensee, its assignees and Sears fulfilling their
     respective obligations under this Agreement; and (c) the
     Portrait Archiving Functionality (defined in the Third
     Amendment) has been successfully implemented and tested, to
     Sears' sole satisfaction, in all one hundred twenty-five
     Test Studios (defined in the Third Amendment)
     (collectively, the "Conditions Precedent to Assignment").

           14.2.2 Change of Control.  Any Change of Control of
     Licensee shall constitute an assignment of this Agreement
     pursuant to Section 14.2.1, for which Sears' prior written
     consent is required.  Any attempted assignment, transfer,
     sublicense, conveyance or Change of Control without Sears'
     prior written consent is void and shall be a cause for
     termination by Sears under Section 9.3.  For purposes of
     this Agreement, a "Change of Control" means an asset or
     stock sale, merger, consolidation, or any other transaction
     or arrangement the effect of which is that fifty percent
     (50%) or more of the total voting power entitled to vote in
     the election of Licensee's board of directors (or in the
     event Licensee is not formed as a corporation, its
     equivalent) is held by a person or persons other than
     either the shareholders or members of Licensee, who,
     individually or as a group, held fifty percent (50%) or
     more of such voting power immediately prior to such event.

           14.2.3 Assignment to Centrics.  At any time after
     the Conditions Precedent to Assignment have been satisfied,
     Licensee may request Sears' approval to assign this
     Agreement to Centrics.  Licensee acknowledges and agrees
     that any such request must satisfy the following conditions
     to Sears' sole satisfaction:

                  (a) Centrics is duly organized, validly
           existing and in good standing under the laws of the
state of incorporation or formation and qualified to
           do business in those jurisdictions where it is
           conducting such business, as evidenced by the
           certificate of incorporation or formation of Centrics
           and a certificate of good standing with respect to
           Centrics, each certified by the Secretary of State of
           the state of incorporation or formation as of a date
           not more than ten (10) business days prior to the
           effective date of the assignment hereunder;

                              46

                  (b) Centrics agrees, in writing, to be bound
           by the terms and conditions of this Agreement and the
           Source Code Escrow Agreement; and

                  (c) Centrics has obtained insurance coverage
           in accordance with the terms of Article XII of the
           Agreement and has delivered to Sears evidence of such
           coverage in accordance with Section 12.3 of the
           Agreement.

     Notwithstanding the foregoing, Sears shall have the right
     to withhold its approval for any assignment of this
     Agreement to Centrics in Sears' sole and absolute
     discretion. Following a valid assignment to Centrics,
     Consumer Programs Incorporated shall:

                  (d) own, at all times, no less than fifty
           percent (50%) of the total voting power entitled to
           vote in the election of the Centrics Board of
           Directors;

                  (e) maintain, at all times, sufficient control
           over the operations of Centrics so as to ensure
           Centrics' performance under this Agreement;

                  (f) remain primarily liable for any and all of
           CPI's and/or Centrics' defense and indemnification
           obligations under this Agreement and payment of any
           and all other amounts due to Sears under this
           Agreement;

                  (g) remain secondarily liable for Centrics'
           performance of any other obligation of Licensee under
           this Agreement;

                  (h) not raise any defenses on behalf of
           either CPI or Centrics for either CPI's or Centrics'
          failure to perform under this Agreement that are not
          related solely to its rights and obligations pursuant
          to or under this Agreement;

                  (i) remain, along with its Affiliates, subject
          to the terms of Section 1.4.1 of the Agreement; and


                  (j) permit Sears' rights under Section 6.7 to
           apply to CPI and any amounts due or owing under any
           current or future agreement between Sears and CPI.

     In the event CPI fails to abide by the covenants set forth
     in this Section, Sears shall have the right to terminate
     this Agreement in accordance with Section 9.3.  Following
     a valid assignment of this Agreement to Centrics, no other
     assignment shall be permitted under this Section.

                              47


     14.3  ASSIGNMENT BY SEARS.  This Agreement is fully
transferable by Sears and shall inure to the benefit of any
transferee or other legal successor to Sears' interest
herein.

     14.4  BINDING NATURE.  The provisions of this Agreement
shall be binding upon Licensee and upon Licensee's successors
and assigns and shall be binding upon and inure to the benefit
of Sears, its successors and assigns.

     14.5  PUBLICITY.  Licensee shall not issue any publicity
or press release regarding its contractual relations with Sears
or regarding the Licensed Website or the Licensed Business, and
Licensee shall refrain from making any reference to this
Agreement or to Sears in any prospectus, annual report or other
filing required by Federal or state law, or in the solicitation
of business without obtaining Sears' prior written approval of
such action from Sears Relationship Manager and Sears Public
Relations Manager.  Licensee shall adhere, at all times, to
Sears' policies regarding interaction with the media, related to
all communications regarding the Licensed Website, the Licensed
Business and this Agreement.

     14.6  CUMULATIVE REMEDIES.  The remedies provided in this
Agreement are cumulative, and shall not affect in any manner any
other remedies that either party may have for any default or
breach by the other party.  The exercise of any right or remedy
shall not constitute a waiver of any other right or remedy under
this Agreement or provided by law or equity.  No waiver of any
such right or remedy shall be implied from failure to enforce
any such right or remedy other than that to which the waiver is
applicable, and only for that occurrence.

     14.7  BANKRUPTCY.  In the event Licensee voluntarily or
involuntarily becomes a debtor in a case under the Bankruptcy
Code and Licensee or the trustee in bankruptcy rejects this
Agreement under Section 365 of the Bankruptcy Code, Sears shall
have all of the rights of a licensee under Section 365(n)(1) of
the Bankruptcy Code, including, the right to:  (a) treat this
Agreement as terminated; or (b) retain Sears' rights under this
Agreement, specifically including the right to exercise its
rights granted herein to the Licensed Website and/or the
Licensee Software (and to all work-in-progress relating
thereto).  Failure by Sears to assert its right to retain its
benefits to the intellectual property embodied in the Licensed
Website and/or the Licensee Software pursuant to Section
365(n)(1)(B) of the Bankruptcy Code with respect to this
Agreement if it is rejected by Licensee or the trustee in
bankruptcy shall not be construed by the courts as a termination
of such Agreement by Sears under Section 365(n)(1)(A) of the
Bankruptcy Code.

     14.8  SEVERABILITY.  If any provision in this Agreement is
held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been
included.

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     14.9  GOVERNING LAW.  This Agreement shall be interpreted
and governed by the internal substantive laws of the State of
Illinois, without regard to its conflict of law principles.
This Agreement shall not be effective until it has been received
and executed by Sears in Hoffman Estates, Illinois.  The federal
and/or state courts of Illinois shall have personal and subject
matter jurisdiction over, and the parties each hereby submit to
the venue of such courts with respect to, any dispute arising
pursuant to this Agreement, and all objections to such
jurisdiction and venue and hereby waived.

     14.10 HEADINGS.  The paragraph titles in this Agreement
are for the mere convenience of the parties, and shall not be
considered in any construction or interpretation of this
Agreement.

     14.11 INTERPRETATION.  The parties agree that any principle
of construction or rule of law that provides that an agreement
shall be construed against the drafter of the agreement in the
event of any inconsistency or ambiguity in such agreement shall
not apply to the terms and conditions of this Agreement.  As
used herein, "include" and its derivatives (including, "e.g.")
shall be deemed to mean "including but not limited to".  The
following order of precedence shall be followed in resolving any
inconsistencies between the terms of this Agreement and the
terms of any Schedules, Exhibits, Attachments, Addenda and other
documents attached hereto: (a) first, the terms contained in the
body of this Agreement; (b) second, the terms of the other
Schedules, Exhibits, Attachments and Addenda to this Agreement,
provided that no order of precedence shall be applied among such
Schedules, Exhibits (excluding the Master Project Plan
and any Release-specific Project Plans), Attachments and
Addenda; (c) third, the terms of a Release-specific Project
Plan; (d) fourth, the terms of the Master Project Plan; and
(e) fifth, User Documentation.

     14.12 NOTICES.  All notices provided for or which may be
given in connection with this Agreement shall be in writing and
given by personal delivery, certified mail with postage prepaid
and return receipt requested or its equivalent, such as private
express courier, or by facsimile transmission (with a
confirmation copy sent by regular mail).


                 Notices given by Licensee to Sears shall be
                 addressed to:

                      SEARS, ROEBUCK AND CO.
                      Attention: Vice President and General
                      Manager of Licensed Businesses
                      Department 725
                      Location: E3-348B
                      3333 Beverly Road
                      Hoffman Estates, Illinois  60179

                 With a copy to:

                      SEARS, ROEBUCK AND CO.
                      Attention:  General Counsel

                              49

                      3333 Beverly Road
                      Hoffman Estates, Illinois  60179

                 Notices given by Sears to Licensee shall be
                 addressed to:

                      CONSUMER PROGRAMS INCORPORATED
                      Attention: President
                      1706 Washington Avenue
                      St. Louis, Missouri  63103

                 With a copy to:

                      CONSUMER PROGRAMS INCORPORATED.
                      Attention:  General Counsel
                      1706 Washington Avenue
                      St. Louis, Missouri  63103

Notices if so sent by mail shall be deemed to have been given
when deposited in the mail or with the private courier and if so
sent by facsimile transmission shall be deemed to have been
given when sent.  All changes of address must be communicated to
the other party in writing.

     14.13 INCORPORATION OF RECITALS.  The Recitals set forth
on page one of this Agreement are hereby incorporated into this
Agreement by this reference and made a part of this Agreement.

     14.14 ENTIRE AGREEMENT.  This Agreement, together with all
Schedules, Attachments, Addenda and Exhibits thereto, sets forth
the entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, between the parties
including the Letter Agreement, dated November 15, 2000, as
amended (the "Letter Agreement"), between the parties; provided,
however, that the confidentiality and indemnification
obligations of the parties under this Agreement also shall apply
for the term of the Letter Agreement, which term commenced on
November 15, 2000 and remained in effect until the Effective
Date.  This Agreement shall not be supplemented, modified or
amended except by a written instrument signed by duly authorized
representatives of Licensee and Sears, and no other person has
or shall have the authority to supplement, modify or amend this
Agreement in any other manner.

               [SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused their respective
authorized representatives to execute this Agreement as of the
Effective Date.

                    SEARS, ROEBUCK AND CO.

                    By: /s/ Jack Krings
                        ---------------------------------------
                            Jack Krings

                    Its: Vice President and General Manager,
                         Licensed Businesses


                    CONSUMER PROGRAMS INCORPORATED

                    By: /s/ Alyn V. Essman
                        ---------------------------------------
                            Alyn V. Essman

                    Its: Chairman and Chief Executive Officer



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