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Exhibit 10.4


Please read the following carefully:  all on-line advertisers and agencies whose
billing  addresses  as  provided to Google are  located  outside of Europe,  the
Middle East and Africa (collectively,"EMEA"),  and Asia Pacific, excluding Japan
(as defined as "APAC"), are subject to the immediately  following Google AdWords
Program  Standard  Terms and  Conditions  (Google  Inc.).  All  advertisers  and
agencies  whose  billing  addresses as provided to Google are located in EMEA or
APAC are subject to the Google  AdWords  Program  Standard  Terms and Conditions
(Google Ireland Limited) immediately  thereafter in which the contracting entity
is Google Ireland Limited.
Google AdWords Program Standard Terms and Conditions (Google Inc.)

Introduction.  This Agreement between You and Google Inc. ("Google") consists of
these AdWords  Standard Terms and Conditions  ("Terms and  Conditions")  and the
Google AdWords Program (the  "Program")  Frequently  Asked  Questions  ("FAQs").
"You"  or  "Advertiser"  means  any  entity  identified  in an  enrollment  form
submitted by the same or affiliated persons, and/or any agency acting on its (or
their) behalf, which shall also be bound by the terms of this Agreement.  If You
are an agency,  You also  represent and warrant that (1) the advertiser on whose
behalf You are acting has  authorized  You to enter into this  Agreement  and to
assume the obligations under this Agreement on such  advertiser's  behalf and to
represent  such  advertiser  within the scope of this Agreement and the Program,
and (2) such  advertiser  agrees  to be bound  by the  terms of this  agreement,
including but not limited to paying Google for advertisements delivered pursuant
to this Agreement. Please read very carefully these Terms and Conditions and the
Program FAQs.

     1.   Uses.  You  agree  that  your ads may be  placed  on (i) any Web site,
          application  or other  property owned or operated by Google (a "Google
          Property") and (ii) any Web site,  application or other property owned
          or operated by a third party (a  "Partner")  upon which Google  places
          AdWords ads pursuant to a contractual  agreement ("Partner Property"),
          unless You opt out of the applicable  syndication program(s) described
          in the FAQs.  Google  and/or any Partner may review,  reject or remove
          any ad (including  any Target (as defined  below)) for any reason.  In
          addition,  ads may be modified to comply with policies  related to any
          Google Property or any Partner Property, and (if applicable) where You
          have  authorized  Google to optimize  campaign  performance  generally
          through the use of Google's ad optimization services.

     2.   Partner  Properties.   Even  if  your  ad(s)  are  placed  on  Partner
          Property(ies),  You agree to direct to Google, and not to any Partner,
          any  communication  regarding your ad(s) on any Partner  Property.  In
          addition,  if You participate in any syndication  program(s) by having
          your ads displayed on Partner  Properties,  the display of your ads on
          Partner  Property(ies)  will  provide  Partner(s)  with  access to the
          content of your ads,  including  the URL(s),  and any contact or other
          information that can be obtained through such URL(s),  as well as data
          regarding queries or clicks on directory categories.

     3.   AdWords FAQs.  You  acknowledge  and agree that in order for Google to
          (among other things)  maintain the integrity and dynamic nature of the
          Program,  your  participation  in the  Program is subject to the FAQs,
          which are  incorporated  into these Terms and  Conditions by reference
          and may be  modified  by Google at any time to reflect  changes in how
          Google makes the Program generally commercially available.

     4.   Conversion Tracking. If as part of the Program you opt to use Google's
          conversion  tracking  feature as described in the conversion  tracking
          FAQs, you are solely  responsible  for following all  instructions  to
          activate  conversion  tracking on your web page.  Such activation will
          result in a visible conversion tracking image (in the form provided by
          Google), which must be made visible to your customers at all times. In
          order to ensure user awareness of such conversion  tracking image, you
          agree not to hide,  obscure,  modify  or reduce  the image in any way.
          Failure  to  comply  with the  terms of this  section  may  result  in
          Google's inability to provide the conversion tracking feature. You are
          solely responsible for all use of the conversion tracking feature.


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     5.   Targets;  Your Web Site(s). You are solely responsible for knowing the
          contents of the FAQs.  You are solely  responsible  for all  "Targets"
          (any  keyword,   negative  keyword,   category,  and  other  targeting
          mechanism),  and for the  content  of your ads,  including  URL links.
          Google is not responsible for anything related to your Web site(s).

     6.   Prohibited Uses. Google strictly  prohibits using any Google Property,
          any Partner Property, or any third-party  technology:  (i) to generate
          fraudulent  impressions of or fraudulent clicks on Advertiser's  ad(s)
          or  third-party  ad(s),  including  but not limited to using robots or
          other automated query tools and/or computer generated search requests,
          and/or the fraudulent use of other search engine optimization services
          and/or software; (ii) to advertise substances,  services,  products or
          materials  that are  illegal in any state or country  where your ad is
          displayed;  (iii) in any way that  violates  any policy  posted on any
          Google  Property,  as revised from time to time;  or (iv) to engage in
          any other illegal or fraudulent  business  practice  under the laws of
          any state or country where your ad is  displayed.  You may not include
          links to any Web site(s) as part of your ad,  unless the content found
          at such site(s) is relevant to your Target(s) and/or ad creative.  You
          may not run  multiple  ads linking to the same or similar  site on the
          same search  results page.  Violation of these  policies may result in
          immediate  termination  of  this  Agreement  without  notice,  and may
          subject   you  to  state  and  federal   penalties   and  other  legal
          consequences.

     7.   Termination;  Cancellation.  Unless  otherwise agreed to in writing by
          the  parties,  You may cancel or delete any ad and/or  terminate  this
          Agreement  with or without  cause at any time by canceling or deleting
          all ads hereunder via your online account by changing the end dates of
          such ad(s) to your  desired  cancellation  date or by deleting the ads
          You no longer wish to run; provided,  however, that a cancelled ad may
          continue  to run for up to 48 hours  before  such  cancellation  takes
          effect.  Google may at any time terminate the Program,  terminate this
          Agreement,  or cancel any ad(s) or your use of any  Target.  Except as
          set forth in Section 6 above or unless Google has previously  canceled
          or terminated your use of the Program (in which case subsequent notice
          by Google shall not be required),  Google will notify You via email of
          any  such  termination  or  cancellation,  which  shall  be  effective
          immediately.  Upon cancellation of any ad or termination or expiration
          of this Agreement for any reason,  (i) You shall remain liable for any
          amount due for clicks  already  delivered  and for clicks on any ad(s)
          through the date such  cancellation or termination  takes effect,  and
          (ii)  Sections  2  and  5  through  15  shall  survive  expiration  or
          termination.

     8.   Confidentiality. During the term of this Agreement and for a period of
          two years  following the  termination or expiration of this Agreement,
          each party  agrees not to  disclose  Confidential  Information  of the
          other party to any third party without prior written consent except as
          provided   herein.   "Confidential   Information"   includes  (i)  ads
          (including  Targets and URLs),  prior to  publication,  (ii) except as
          provided in subsection  (i) above,  any other Program  information  or
          access to technology prior to public disclosure  provided by Google to
          You  and   identified   at  the  time  of  disclosure  in  writing  as
          "Confidential."  It does  not  include  information  that  has  become
          publicly  known  through  no  breach  by a  party,  or  has  been  (i)
          independently   developed   without   access  to  the  other   party's
          Confidential Information; (ii) rightfully received from a third party;
          or  (iii)  required  to be  disclosed  by  law  or  by a  governmental
          authority.  Nothing in this  Agreement  shall prohibit or limit either
          party's use or disclosure of the U.S. Federal income tax treatment and
          U.S.  Federal income tax structure of any transaction  contemplated by
          this  Agreement and all materials of any kind  (including  opinions or
          other tax  analyses)  that are  provided  to it  relating  to such tax
          treatment or tax structure,  except where confidentiality is necessary
          to comply with applicable federal or state securities laws.

     9.   No  Guarantee.  Google  makes no  guarantee  regarding  the  levels of
          impressions,  clicks or conversions  for any ad (including any Target)
          or group of ads or the timing of delivery of any  impressions,  clicks
          or  conversions  for any ad  displayed  on any Google  Property or any
          Partner  Property.  Google may offer the same  Target to more than one
          advertiser.  You may not receive any impressions for your ad(s) if for
          a given  Target  there  are more  advertisers  or ads  than  available
          display positions or if your ads do not meet applicable  click-through
          thresholds.


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     10.  No Warranty. GOOGLE MAKES NO WARRANTY,  EXPRESS OR IMPLIED,  INCLUDING
          WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND
          EXPRESSLY  DISCLAIMS THE WARRANTIES OR CONDITIONS OF  NONINFRINGEMENT,
          MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

     11.  Limitation of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION
          AND  CONFIDENTIALITY  OBLIGATIONS  HEREUNDER,  (i) IN NO  EVENT  SHALL
          EITHER PARTY BE LIABLE  UNDER THIS  AGREEMENT  FOR ANY  CONSEQUENTIAL,
          SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT,
          TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
          THE  POSSIBILITY  OF SUCH DAMAGES AND  NOTWITHSTANDING  ANY FAILURE OF
          ESSENTIAL  PURPOSE OF ANY LIMITED  REMEDY AND (ii) GOOGLE'S  AGGREGATE
          LIABILITY TO ADVERTISER  UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED
          TO THE AMOUNT PAID TO GOOGLE BY  ADVERTISER  FOR THE AD GIVING RISE TO
          THE CLAIM.  Each party  acknowledges  that the other party has entered
          into this Agreement  relying on the  limitations  of liability  stated
          herein  and  that  those  limitations  are an  essential  basis of the
          bargain between the parties. Without limiting the foregoing and except
          for payment  obligations,  neither  party shall have any liability for
          any  failure  or  delay  resulting  from  any  condition   beyond  the
          reasonable  control  of  such  party,  including  but not  limited  to
          governmental action or acts of terrorism,  earthquake or other acts of
          God, labor conditions, and power failures.

     12.  Payment. You agree to pay all applicable charges under this Agreement,
          including any  applicable  taxes or charges  imposed by any government
          entity, and that Google may change its minimum pricing at any time, as
          reflected  in the FAQs.  If You  dispute  any  charge  made  under the
          Program,  You must notify Google in writing  within sixty (60) days of
          any such  charge;  failure  to so notify  Google  shall  result in the
          waiver  by You of any  claim  relating  to any such  disputed  charge.
          Charges  shall  be  calculated   solely  based  on  invoicing  records
          maintained by Google for purposes of billing. No other measurements or
          statistics  of any kind shall be accepted by Google or have any effect
          under this Agreement.

     13.  Representations and Warranties. You represent and warrant that (a) all
          of the information  provided by You to Google to enroll in the Program
          is correct and current;  (b) You hold all rights to permit  Google and
          any  Partner(s) to use,  reproduce,  display,  transmit and distribute
          Your ad(s)  (including all Targets) and all contents  therein ("Use");
          and (c) the  following  items will not violate (or  encourage  conduct
          that would  violate) any applicable  laws,  regulations or third party
          rights in any state or country in which your ad is displayed:  any Use
          by Google or any Partner(s), your Target(s), any Web site(s) linked to
          from your ad(s), and products or services offered on such Web site(s).

     14.  Your Obligation to Indemnify. You agree to indemnify,  defend and hold
          Google, its agents,  affiliates,  subsidiaries,  directors,  officers,
          employees,   and  applicable   third  parties   (e.g.,   all  relevant
          Partner(s),   licensors,   licensees,   consultants  and  contractors)
          ("Indemnified  Person(s)")  harmless  from and against any third party
          claim,   liability,   loss,  and  expense  (including  damage  awards,
          settlement  amounts,  and reasonable legal fees),  brought against any
          Indemnified  Person(s),  arising out of your use of the Program,  your
          Web  site,  and/or  your  breach  of any term of this  Agreement.  You
          acknowledge and agree that each Partner,  as defined  herein,  has the
          right to assert and enforce its rights under this Section  directly on
          its own behalf as a third party beneficiary.

     15.  Miscellaneous.  You will be responsible  for all  reasonable  expenses
          (including  attorneys'  fees) incurred by Google in collecting  unpaid
          amounts under this Agreement.  This Agreement shall be governed by the
          laws of California,  except for its conflicts of laws principles.  Any
          dispute or claim arising out of or in connection  with this  Agreement
          shall be adjudicated in Santa Clara County, California. This Agreement
          constitutes the entire  agreement  between the parties with respect to
          the subject matter hereof and any non-Google  purchase order,  invoice
          or other  document  relating  to the  subject  matter  hereof  and any
          additional terms contained  therein shall be null and void. Each party
          hereto is duly authorized to enter into this Agreement and perform its
          obligations  hereunder.  Any  modifications  to this Agreement must be
          made in a writing approved by the Google Legal Department and executed
          by both parties.  Unless  otherwise  expressly  set forth herein,  any
          notices  shall be sent to (a) in the case of Google:  c/o Google Inc.,
          Attn: AdWords Program, 2400 Bayshore Parkway, Mountain View, CA 94043,
          with a copy to the  Google  Legal  Department;  and (b) in the case of
          Advertiser,  to the  address  then on  record  with  Google  for  your
          account.  Notice shall be given via (x)  confirmed  facsimile,  with a
          copy sent via first class or air mail; or (y) overnight  courier,  and
          such  notice  shall be deemed  given upon  receipt.  The waiver of any
          breach or default of this  Agreement  will not  constitute a waiver of
          any  subsequent  breach or default.  If any  provision  herein is held
          unenforceable,  then such  provision  will be  modified to reflect the
          parties'  intention,  and the remaining  provisions of this  Agreement
          will  remain in full  force and  effect.  Advertiser  may not  resell,
          assign, or transfer any of its rights hereunder.  Any such attempt may
          result in termination of this Agreement,  without liability to Google.
          The relationship(s)  between Google and the "Partners" is not one of a
          legal partnership relationship, but is one of independent contractors.
          This Agreement shall be construed as if both parties jointly wrote it.

                                                                October 23, 2003



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