ex_10-9.htm


    
      

      

    

    Exhibit
      10.9

     

     

     

     

     

     

     

     

    

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      Makeup.com
        Limited

    

     

    

      About
        Makeup.com Limited: Makeup.com limited is a leading online makeup and
        beauty product retailer that prides itself on offering top-of-the-line beauty
        products from well-known and up-and-coming brands to suit their customers
        needs.
        Their extensive collection which is available for purchase at makeup.com
        includes brands such as Benefit Cosmetics, Clinique, Lancome and many more.
        In
        addition, they offer a variety of skin care and perfume products.

      


      About
        LifeTips: LifeTips was founded in 1999 and offers content solutions and
        link strategies for companies like Buy.com, Circuit City, Dunlop Tire, H&R
        Block, LowerMyBills, Merck, Office Depot, Verizon Wireless and hundreds more.
        All of our solutions are designed to engage readers, build brand, drive traffic
        and improve conversions/sales. From Article writing to On-Demand Book publishing
        to Tip and Advice centers to Exclusive Sponsor/ Link programs to RSS Feeders,
        and more, we offer a comprehensive portfolio of content solutions that become
        business building assets to our clients.

      


      We
        offer
        the two building blocks for SEO success online: quality content and link
        strategy from LifeTips.com, an authority website. We're the web's best source
        for 500+ expert writers that create content that connects, solves problems,
        and
        enlightens and engages.

      


      About
        ideaLaunch: Idealaunch is our sister company also owned by LifeTips
        president Byron White. It takes a unique approach to creating, designing
        and
        developing websites, marketing campaigns and viral marketing solutions. We
        tap
        into the art and science of web marketing.  We create ideas that we
        think will ignite interest, entice action, keep visitors coming back and
        build
        brand.  Then we wrap those ideas with great content and
        design.  But that’s just the beginning.  All solutions come
        with the notion that they can be continuously improved, using split testing
        and
        multivariate testing of variations of content and design to constantly improve
        results.

      


      Our
        Staff:  We have deep resources to draw on including an
        in-house staff of full-time professionals and a pool of hundreds of screened,
        expert writers. Our in house editors are award winning journalist and writers
        with decades of experience creating engaging content. Our SEO and technology
        specialist, our scientists, have frequently been honored by the industry
        and are
        sought-after contributors to industry forums and knowledge centers. Our graphics
        and we designers create clean solutions that catch visitors passing on-the-fly.
        And we boast the web's largest pool of 500+ seasoned freelance writers who
        are
        tested, proven, and published professionals.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Makeup.com
        Limited

    

     

     

    
      The
        SEO Edge

      Nowadays,
        business success has a crucial
        component—search engine success. Your company needs top rankings in the search
        engines to be visible, to be credible, to be a player. To achieve this goal,
        we offer content
        solutions that
        connect with readers, keep them
        engaged and keep them
        coming back. Our research
        indicates that this is the best strategy to appeal to the spider
        bots and
        achieve top listings in the search
        engines.  Our web solutions have what we call The SEO Edge because that’s what it’ll give
        you—the competitive edge. With exclusive access to millions of search terms at
        LifeTips, knowledge from
hundreds
        of thousands of
        questions asked by readers over the years, and active ratings of tips on
        our
        website, LifeTips has got something that no-one else has: We know what knowledge seekers
        want. And
        that’s the edge needed to
        create web content that works for both readers and the search engine bots.

      


      Our
        Guarantee

      All
        our
        solutions are backed with a simple guarantee: If you’re not completely satisfied
        with our content solutions, programs and technology applications, we’ll refund
        your money or cancel your contract. Period.

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      Makeup.com
        Limited

    

    
       

       

      Scope
        of the Project

      The
        Makeup.com website is in need of SEO content and link strategy work and light
        design enhancement to improve visibility, brand recognition, conversion,
        and
        sales.

      


      Planning

      As
        the
        first part of the LifeTips process, we will offer a complete analysis of
        the
        client’s existing website infrastructure and review overall marketing material
        and strategy.  An intensive Brainstorm session will help flush out the
        strategy for projects discussed in this proposal and priority of the solutions
        and deliverables. LifeTips will work closely with the client to build a solid
        SEO and conversion enhancement strategy that grows revenue and will be
        implemented in a series of phases throughout the course of the
        year.

      


      Consulting
        Services

      Led
        by
        our President, Byron White, one of the speakers you’ll find at the Search Engine
        Marketing conferences, our team will review your website and contextual
        marketing strategy quarterly. We'll offer no-holds-barred advice on improving
        graphic user interface design, call-to-action clarity, navigation problems,
        SEO
        problems, the organic strength of various pages and more. We’ll create necessary
        reports and review everything with you in a conference call, recording it
        for
        future reference, if desired. We’ll direct you to white papers we’ve written
        that offer solutions. The goal of the whole exercise is to rectify SEO problems,
        improve conversion and increase traffic and sales.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    
       

      Makeup.com
        Limited

    

     

     

    
      Tip
        and Advice Center

      Your
        new
        Tip and Advice Center on Beauty Products and Makeup will feature 450
        tips and dozens of new pages designed to appeal to readers
        and the spider bots. This new section of your website will translates your
        company’s expertise and point of view into easily understood tips, pointers and
        advice that people can really use. Our writers tips do the most important
        job
        marketing can do; they show people what your company can do for them. You’ll
        approve and own the expert tips, SEO and design, all created with your input.
        Internal link strategy is engineered to support the SEO of existing pages
        on
        your website and link readers to your products and services.

      


      Tip
        and Advice Center Design: Our engineers and designers will develop and
        deliver a fully functional HTML solution with your headers and footers, and
        images as part of the solution. You measure the ROI with reports, new traffic,
        conversion and sales.

      


      Sponsor/Link
        Program

      Makeup.com
        will become the exclusive sponsor of the make-up.lifetips.com niche topic
        at
        LifeTips. And when we say exclusive, we mean it; your competition will be
        shut
        out for the year of your contract.  One of our expert writers an
        additional 100 expert tips on top of the content currently on the Tip Site,
        30
        of which feature your brand and a link phrase pointing directly to landing
        pages
        you provide that are optimized for that keyword phrase. Our research concludes
        that these links will improve your link popularity and boost your listing
        positions in the search engines.  Our writers, editors, SEO
        specialists and link engineers create, optimize and launch the new Tip Site
        in
        our network, with your approval along the way.  And as part of the
        deal, you get to run unlimited rich media, banner and text ads throughout
        the
        LifeTips network driving traffic to your website.

      


      Monthly
        Position Reports track the ROI of the program with measured improvement in
        the
        search engines for the 30 keyword phases you provide. Monthly Page Strength
        Reports help pinpoint problems on your landing pages that can easily be fixed
        by
        your team or specialists for an additional fee. Traffic reports keep track
        of
        visitors from LifeTips to your website from the ad campaigns running in the
        network.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    
      
         

        Makeup.com
          Limited

      

       

       

      Customer
        Feeder

      LifeTips
        will launch our patent pending Customer Feeder to your customers offering
        a Tip
        of the Day that offers a high tech way to share the Makeup.com expertise
        and
        knowledge with customers.  On a regular basis, using the latest RSS
        technology, the feeder sends the Tip of the Day to the opt-in subscribers
        of
        Google, Yahoo or MSN personal pages. It’s a white label solution, so we do the
        work and you get the credit. And the solution allows you to build the Makeup.com
        brand and stay top-of-mind with the people who matter and opt-in for the
        savvy
        advice. And each feed links back to your website. We also create a proprietary
        Tip of the Day in the latest Google Gadgets format for opt-in subscribers
        as
        part of the program if requested.  Price of the solution includes
        delivery of code for one year license subject to additional tip content delivery
        throughout the year.

      


      Design
        Solutions

      The
        LifeTips design team will be offering custom design solutions for your website.
        Each design project begins with a creative strategy discussion reviewing
        the
        target demographic, integration challenges and scope of the appropriate “look
        and feel” to be designed. Three alternative design solutions are presented for
        review in the first round. With feedback, another round of design solutions
        will
        be presented for final selection. The final design solutions is presented
        for
        approval and executed by the LifeTips design and development team.

      


      


      Optimization
        of Pages

      Our
        SEO
        team will optimize 150 web pages on
        Makeup.com. Our research confirms the importance of properly
        optimizing the important pages on your website for overall search marketing
        strategy.  Our SEO services are enhanced with our proprietary Page
        Strength Tool that grades the SEO strength of each page we
        optimize.  We can quickly identify the problems of a page and offer
        solutions for improvement.  Monthly Page Strength Reports combined
        with Monthly Position Reports to track the success of our optimization strategy
        for all the pages we optimize as part of the package for a one year
        period.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    
       

      Makeup.com
        Limited

    

     

     

    
      Newsletter/
        Article Creation

      LifeTips
        will create  Bi-Monthly (twice a month) 1,000 word newsletters for
        makeup.com featuring any promotions you choose to
        publish. Each issue allows you to continually demonstrate
        your company’s expertise to your customers and prospects. It’s a great way to
        stay top-of-mind with the people who matter. Everybody’s hungry for content, so
        we’ll help you feed them what they want: content that connects, enlightens,
        engages and solves problems. And best of all, the newsletters our writers
        create
        for you are custom solutions that you own and can publish on your website
        for
        internal link building strategy supporting the optimization of key pages
        on your
        website. So you can bridge the gap of communication, sales and SEO strategy.
        Our
        team will also design and deliver an HTML template format with content included
        for application of your promotion and content and link strategy for each
        issue.

       

      eBook
        Brochure

      We’ll
        create an eBook to your size specifications featuring
        the Makeup.com brand on the cover. Our
        most recent 2007 research indicates that the search engines spiders are indexing
        PDF content and rewarding links within the content that help validate the
        SEO on
        your landing pages.  Our writers will do their usual brilliant job of
        creating savvy tips, articles or special content that features internal link
        strategy supporting your SEO.  And like all our white label solutions,
        you’ll get the credit. Our design team will also create and publish stock
        photography images or images that you provide featuring your brand, adding
        visual appeal to the eBook solution. Web readers are
        orbiting at high speeds, and are difficult to move down the sales funnel.
        Your
        eBook download will help catch them on-the-fly, induce trial and showcase
        your
        experience well after they’ve passed you by. You’ll associate the MakeUp.com
        brand with something that solves problems and enlightens while it entertains.
        And our engineers will assist you in creating the download feature on the
        pages
        you select.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      Makeup.com
        Limited

    

     

     

    
      Production
        Schedule

      


      Allow
        for
        approximately (4 – 6 weeks) for project completion and programs described in
        this proposal.  Monthly retainer and yearly contracts require planning
        sessions to map out delivery strategy and scope of the
        project.  Typically, only a few hours of work are required on your end
        for approval, delivery and success.

      


      Week
        1: Questionnaire

      By
        completing an online questionnaire, content needs for your project will be
        developed for research prior to the first brainstorm session. For web projects,
        we’ll learn about your link strategy and target landing pages on your
        website.  Our team will carefully analyze the information you provide
        and begin to pinpoint problems and develop solutions and strategy.

      


      Week
        1: First Consulting Session

      Led
        by
        our President, Byron White our team will review your website and current
        marketing strategy. We'll offer no-holds-barred advice on improving graphic
        user
        interface design, call-to-action clarity, navigation problems, SEO problems,
        the
        organic strength of various pages and more. We’ll create necessary reports and
        review everything with you in a conference call, recording it for future
        reference, if desired. We’ll direct you to white papers we’ve written that offer
        solutions. The goal of the whole exercise is to rectify SEO problems, improve
        conversion and increase traffic and sales. In this call we will also outline
        the
        scope of the projects and strategy that follows.

      


      Week
        2: Brainstorm Session

      You’ll
        meet with a team members from LifeTips that may include an editor, SEO
        specialist, account manager and expert writer assigned to the project. We’ll
        discuss your content goals and review research and reports generated by our
        team
        for the meeting. You’ll help our team identify the engaging topics for the
        project and map out the SEO and content topic strategy for the
        project.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        Makeup.com
          Limited

      

       

       

      Production
        Schedule

      


      Week
        3: Content Map

      Content
        maps are essential for scoping out the content strategy and getting on the
        same
        page with the goals for the project. Content maps are created upon analyzing
        thousands of popular keyword phrases in the search engines as well as
        information keywords used by readers of LifeTips.  Contextual success
        is achieved only when we grind the keyword tracking tools for the hot
        topics

      


      Week
        4-6: Content Approval

      Clients
        typically spend only a few hours reviewing and approving the expert content
        we
        create. Super simple admin screens in your Log On Nerve Center enable easy
        content feedback for communication with our editors.  Our editing
        team, led by Editor Melanie Nayer, offers the final polish for all content
        delivered for approval.

      


      Week
        5-6: Optimization and Development

      Our
        SEO
        specialists will optimize all the content we create for your web project,
        also
        building internal link strategy and meta strategy for all pages we create
        or
        optimize. Proprietary keyword density reports, page strength reports and
        SEO
        tools help our engineers properly optimize content and pages. Internal link
        strategy is engineered as well, that works in concert with the SEO strategy
        on
        key pages we identify on your website.

       

      Total    $  124,895

      


      Terms: Please
        review the payment schedule and
        delivery sheet attached.  Please sign below and initial each page of
        this contract within 30 days of the date of this proposal.  You
        acknowledge the monthly payment terms below, with
        monthly payments by check, bank
        transfer, credit card processing or money order. You agree to all of our
        terms
        and conditions attached. Fax a copy the signed contract to
        617-886-0722.

       

      
        	 	 	 	 	 
	
                 

              	 	 	
                 

              	 
	
                LifeTips
                  Sign and Date    

              	 	 	
                Client
                  Sign and Date

              	 


      

       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
        Makeup.com
          Limited

      

       

       

      Deliverables

    

    
       

      
        The
          following is a list of solutions that LifeTips team plans on having completed
          by
          the target date of November 30th.

        


        Multivariate
          test launch

        Multivariate
          Testing

        Copywriting

        Design

        


        Design
          and Development

        Brainstorm
          kick off

        New
          server installed

        New
          template design alternatives

        Migration
          complete

        Elastic
          path connection complete

        New
          Design Templates Approved

        Copy
          Writing

        Beta
          Testing Site/Design/Processing

        


        Content
          Development

        Tip
          and
          Advice Center 160 Tips

        4
          additional newsletter/articles

        80
          internal links

        


        Exclusive
          Sponsorships

        Banners
          Live in LifeTips network

        Sponsorship
          program launch with 30 links

        


        e-book

        Designed
          e-book

        


        Customer
          Incentive Program

        


        Customer
          Feeder

        


        Optimization
          of Pages

        60
          pages

        


        Site
          Map Feeder

        


        2
          Monthly Production Meetings

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

    

     

    
      Makeup.com
        Limited

    

     

    
      


      Total
        Cost and Payment Schedule

       

      $124,895

      Paid
        to date 32,895

      Remainder
        92,000

      


      September   OctoberNovember   December  January  February    March     April

       

      
        	
                Total
                  Cost

              	 	$	
                124,895

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Scheduled

                Payment

                Made
                  Before End of Month

              	 	 	 	 	 	$	
                20,000

              	 	 	$	
                15,000

              	 	 	$	
                15,000

              	 	 	$	
                15,000

              	 	 	$	
                15,000

              	 	 	$	
                12,000

              	 
	
                Balance

              	 	$	
                92,000

              	 	 	$	
                72,000

              	 	 	$	
                57,000

              	 	 	$	
                43,000

              	 	 	$	
                27,000

              	 	 	$	
                12,000

              	 	 	 	
                -0-

              	 


      

      


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    
      Makeup.com
        Limited

    

     

     

    
      General

      By
        engaging any of the services and signing this agreement , “You” Makeup.com
        Limited accept and agree, without limitation or qualification, to all of
        the
        terms and conditions contained in this contract.

      


      Payment

      You
        agree
        to pay ideaLaunch.com, Inc, a wholly owned subsidiary of LifeTips.com, Inc.,
        the
        monthly retainer agreed to in this proposal, according to the terms contained
        therein.

      


      Termination

      You
        may
        choose to terminate this agreement at any time, without any further liability
        to
        ideaLaunch of LifeTips. We may elect to terminate this agreement only if
        you
        display negligence, unprofessional behavior, or lack of correspondence with
        our
        requests, without any further liability to you. If you would like to cancel
        this
        Agreement, you must notify our offices by phone and email. Your monthly retainer
        for the cancellation month will be prorated and invoiced accordingly for
        effective termination of the agreement.  You may terminate this
        agreement for any dissatisfaction with the quality of the content, multivariate
        test results, or any services provided.  You may request editorial
        revisions and adjustments, and if not satisfied upon revisions or adjustments,
        cancel this contract and stop your monthly retainer prorated for the
        month.

      


      Content
        Ownership

      LifeTips
        shall deliver quality, original and optimized content that meets all legal
        requirements, safety requirements and FDA requirements. You shall maintain
        exclusive ownership and copyright of any content created for projects
        designating you as the owner of the content, which includes all programs
        except
        the sponsor/link program.  LifeTips agrees that you shall have the
        worldwide, perpetual, irrevocable, and transferable license to such content.
        You
        shall not have any ownership of content created and published on the LifeTips
        website, or content created for the Sponsor/Link Program.  Content
        ownership is dependent on payment of monthly retainer agreement.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        Makeup.com
          Limited

      

       

       

      
        Representations
          and Warranties

        You
          Makeup.com Limited represent and warrant that you are authorized to enter
          into
          this Agreement. LifeTips represents and warrants that (a) it has all necessary
          permits, licenses, and clearances to operate the LifeTips Website and post
          all
          content contained therein, (b) it has all necessary rights and authority
          to
          enter into this Agreement, (c) the content delivered for the project outlined
          in
          this contract does not infringe or violate the patents, copyrights, trademarks,
          rights of publicity, rights of privacy, moral rights, or any other right
          of any
          third party, (d) knowingly violate any applicable law or regulation, including
          applicable privacy laws or (e) advertise any unlawful product or service
          or the
          unlawful sale of any product or service.

        


        Confidentiality

        Any
          confidential or proprietary information provided by one party to the other
          party
          shall be deemed the “Confidential Information” of the disclosing
          party.

        


        Indemnification

        Each
          party agrees to indemnify, defend and hold harmless the other party, its
          parent,
          subsidiaries, divisions and affiliates and each of their employees, agents
          and
          representatives from and against any losses, costs, damages or expenses
          (including attorneys’ fees) whether incurred in connection with a direct claim
          between the parties, or a third party claim, suit or subpoena, resulting
          from
          claims or actions arising out of or in connection with a breach of any
          agreement, obligation, covenant, representation or warranty or term set
          forth in
          this Agreement by the indemnifying party, or the negligent acts or omissions
          of
          the indemnifying party or its employees or agents.

        


        Assignment

        This
          Agreement shall be governed by the laws of the United States of America.
          Any
          dispute with respect here to shall be resolved with a professional mediator
          agreed to by both parties. You may not assign this Agreement without LifeTips
          prior written consent.