In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Q: EXHIBIT 10.1

                    ELECTRONIC JOURNAL SOFT WARE DEVELOPMENT,                         HOSTING AND MANAGEMENT AGREEMENT

      This AGREEMENT is made the 20 March day of 1998

      BETWEEN

      1. HealthGate Data Corp., a Delaware corporation (HealthGate), having an       address at 380 Pleasant Street, Malden, Massachusetts, 02148, USA

      AND

      2. Blackwell Science Limited a company registered in England       (Blackwell), whose registered office is Osney Mead, Oxford OX2 OEL,       England, and Munksgaard A/S, a company registered in Denmark       (Munksgaard), having an address at 35 Norre Sogade, Copenhagen DK-1016,       Denmark (together, Blackwell and Munksgaard shall be referred to as the       Publishers)

      WHEREAS:

      A. Blackwell and Munksgaard, among other business activities, publish       journals;

      B. HealthGate, among other business activities, creates, compiles and       distributes health and biomedical information through the Internet;

      C. The Publishers desire to retain HealthGate to provide electronic       journal management services, including development of an on-line web site       for its journals, and other mutually agreed publications.

      D. HealthGate will provide the Services.

      E. HealthGate shall license to the Publishers the Proprietary Software and       provide appropriate operational documentation if the Publishers decide to       manage their own service from 28 February 2000.

      NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.    Definitions

      In this Agreement, the following words and expressions shall have the       following meanings:

Acceptance or Accepted      Means acceptance of any part or the whole of the                                       System by the Publishers when the System                                       has successfully passed the acceptance                                       tests in accordance with Clause 9 below                                       but for the avoidance of doubt does not                                       refer to the continuing Services after the                                       Site goes live

Agreement                     means this document and its Schedules and any                                       documents expressly incorporated herein by                                       reference and shall include any amendments                                       subsequently agreed.

Content                       means up to 200 Journals and any other material                                       related to the Journals which the                                       Publishers include in printed or                                       electronic form, or any part thereof

the Development Timetable     means the timetable upon which the Development                                       Work is proposed to take place which is in                                       the implementation plan

the Development Work          means the development work required to produce                                       the System (but excluding the ongoing                                       services after the Site goes live) based                                       upon the Specification and technical                                       documentation sufficient for the system to                                       be developed and extended including but                                       not limited to any deviations from the                                       original specification agreed to be                                       necessary during the development.

Escrow Agreement              means the agreement(s) between the Publishers,                                       the escrow agent and HealthGate the terms                                       of which are specified in the Fourth                                       Schedule

the Hardware                  means the equipment and hardware referred to in                                       Clause 8, as upgraded from time to time,                                       and including extra hardware as a                                       contingency.

Journal                       means a Journal which the Publishers intend to                                       include on the Site





the Licence                   means the Licence granted in Clause 10

the Proprietary Software      means HealthGate's own software which has been                                       or will be developed

                                     2

the Services                  the services to be performed by HealthGate to be                                       set out in the Specification, to include                                       but not limited to (i) any ongoing work in                                       the design and development of the Site;                                       (ii) mounting the Content on HealthGate's                                       Hardware; (iii) hosting and making the                                       Content and portions thereof accessible in                                       an online interactive mode for searching,                                       access, review, displaying in a web                                       browser or on computer terminals,                                       downloading, and printing on paper and;                                       (iv) providing access to Publishers'                                       subscribers and other third parties to the                                       Site through telecommunications access via                                       the Internet.

the Site                      means the world wide web site to be prepared for                                       the Publishers comprising all pages                                       including graphics, audio-visual effects,                                       software and all the material in                                       compliance with the Specification and all                                       parts of the System used for the Site

the Software                  means the Proprietary Software and the Third                                       Party Software including any source code                                       and operator manuals relating thereto, to                                       be developed or used and/or licensed by                                       HealthGate in accordance with this                                       Agreement

the Specification             means the detailed user scenarios and                                       implementation plan prepared by HealthGate                                       and approved by the Publishers and annexed                                       in the First Schedule

the System                    means the system comprising the hardware,                                       software, services and peripherals                                       specified in the Specification and                                       including the Software all as the same is                                       to be supplied by HealthGate to suit the                                       Publishers' requirements

System Completion Date        means 14 December 1998

Third Party Software          means all software to be included in the System                                       owned by a third party, which shall be                                       licensed for use and/or distribution by                                       HealthGate as part of the System, and by                                       the Publishers and/or third parties if the                                       Services cease to be provided by                                       HealthGate.

Use Fees                      are the fees as set out in clause 19.4

                                       3

2.    Appointment of HealthGate

      The Publishers hereby appoint HealthGate and HealthGate hereby accepts       such appointment upon the terms and subject to the conditions of this       Agreement:

      2.1.  to carry out the Development Work within the Development Timetable;

      2.2.  to provide the Services for the period in Clause 3; and

      2.3.  to hand over the System as provided in Clauses 10, 18, 33 and the             other provisions of this Agreement.

      The Publishers grant HealthGate an exclusive right to carry out the       Services, with the exception that the Publishers shall honour current       contracts with third parties and Publisher may publish and licence content       themselves as long as it does not materially reduce HealthGate's revenue.       For the purpose of determining HealthGate's revenue, Use Fees and Article       Fees shall not be taken into account.

3.    Duration

      3.1.  This Agreement shall commence on 1 January 1998. The initial term of             the Services, unless terminated as set out herein, shall continue up             to and including 28 February 2000 (the Initial Term).





      3.2.  Right of Renewal

            The Publishers shall have the right to renew the term of the             Services as provided in this Agreement.

4.    Development and Specification

      4.1.  HealthGate shall carry out the Development Work in accordance with             the Development Timetable and in accordance with the Specification             by the System Completion Date.

      4.2.  HealthGate hereby assign all present and future copyright in the             Blackwell Specification to the Publishers.

      4.3.  Publishers grant to HealthGate a perpetual, royalty-free licence to             use the Specification.

                                       4

5.    Milestones and Deliverables

      5.1.  If HealthGate fails to complete the System development by the System             Completion Date, unless such failure results from the Publishers'             default in performing its obligations under this Agreement or from             an extension of time agreed in writing, the Publishers may in their             discretion notify HealthGate accordingly, and if such failure is not             remedied within 28 calendar days, HealthGate, recognising the loss             caused to the Publishers, will on demand from the Publishers pay to             the Publishers a sum calculated at the rate of 1% of the value of             the contract in respect of every 28 days which elapse from the             System Completion Date to the actual date of completion of the             System. Such sums of money will be paid by HealthGate to the             Publishers not as a penalty but as and for the ascertained and             liquidated damages owing and payable by HealthGate to the Publishers             by reason of such failure to meet the System Completion Date.

      5.2.  If HealthGate fails to complete the System by the end of the tenth             week after the System Completion Date then the Publishers (unless             such failure demonstrably results from the Publishers' default in             the performance of its obligations under this Agreement) will be             entitled without prejudice to any other rights or remedies they may             have under this Agreement or at law or in equity to terminate this             Agreement immediately by written notice.

      5.3.  If any delay in meeting the System Completion Date is in any way due             to the Publishers' fault, HealthGate will nevertheless, if the             Publishers so requests, continue with the work on the Project with a             view to completing it as soon as reasonably possible in the             circumstances, and the Development Timetable will be adjusted             accordingly.

6.    Project Management

      6.1.  HealthGate and the Publishers shall each designate the name,             address, telephone number, fax number, and e-mail address of a             Project Manager and a Deputy Project Manager. The Project Managers             shall be responsible for arranging all meetings, visits, and             consultations between the parties, and for the transmission and             receipt of technical information between the parties. The parties'             initial Project Manager and Deputy Project Manager is set forth on             the Third Schedule hereto.

      6.2.  If HealthGate has reason to believe that any estimate of any time is             likely to be exceeded or that it is likely that the Development             Timetable will not be complied with, HealthGate will immediately             inform the Publishers' Project Manager by written notice.

                                       5

7.    Content

      The Publishers, at their cost and expense, shall make available the       Content in loadable electronic format to HealthGate as specified in the       Specification. HealthGate shall remotely load the Content into a staging       area.

8.    Procurement of Hardware

      HealthGate shall maintain the Site on HealthGate's web server and/or other       servers through the term of this Agreement insofar as it relates to the       Services. HealthGate shall acquire and maintain all necessary equipment       and hardware (collectively the Hardware) for Site. The Hardware shall be       capable of storing the Content, including future issues of the Journals       within the Content. HealthGate shall replace and upgrade such Hardware to       satisfy the requirements of the Specification. The Hardware for the Site       shall include redundancy so that the Site may remain operational despite       an equipment failure. The Hardware shall be located at HealthGate's       computer facilities in Malden, Massachusetts. The Hardware may be       relocated only with Publishers' written consent, which consent shall not       be unreasonably withheld. HealthGate, at its cost and expense, shall       maintain adequate access via telecommunications to the Site at service





      levels that shall be maintained at the same extent as HealthGate provides       to its own users.

9.    Testing, Acceptance and Delivery

      9.1.  Upon completion of the Development Work HealthGate and the             Publishers shall run acceptance tests to assure compliance with the             Specification. Load testing will be conducted at HealthGate. Such             period of acceptance testing shall not exceed 2 weeks from date of             delivery for testing.

      9.2.  Upon passing the acceptance tests, the System shall be deemed             Accepted

      9.3.  Upon Acceptance as provided in Clause 9.2 HealthGate shall deliver             into escrow the source code, source listings and information for the             Proprietary Software included in the System in accordance with the             terms of the Escrow Agreement.

      9.4.  In the event that the system fails to pass any of the prescribed             acceptance tests or fails to satisfy the Publishers' requirements,             the Publishers shall afford HealthGate the opportunity of             rectifying, replacing and retesting the System. In the event that             the System or any part thereof again fails to be accepted, such             acceptance shall not be unreasonably withheld, or to satisfy the             Publishers' requirements of which the Publishers shall be the sole             judge, the Publishers shall (as time is of the essence of this             Agreement) be entitled, in addition to any other rights it may have             under this Agreement or in law, to have HealthGate remove the             Content from the System (in whole or in part as the Publishers so

                                       6

            instructs) and HealthGate shall be liable to refund forthwith any             moneys paid by the Publishers for such rejected System or part             thereof. Notwithstanding the foregoing, upon acceptance of System             launch, as noted in Clause 19.2.4, HealthGate shall be entitled to             retain all monies paid by Publishers to this point.

            In such circumstances HealthGate shall be entitled to retain the             first $250,000 paid by the Publishers to develop the Specification.

10.   Licence

      10.1. Proprietary Software

            HealthGate hereby grants to the Publishers a non-exclusive             non-transferable licence to use the Proprietary Software for the             purposes of this Agreement

            Save in relation to the Publishers' logos, trademarks, and content,             HealthGate may use and/or licence the Proprietary Software for             itself or for others without any compensation or liability to the             Publishers.

            All Proprietary Software and Source Code remain the property of             HealthGate. Publishers may not use either Proprietary Software or             Source Code held in escrow to develop a product that competes with             those services offered by HealthGate. HealthGate, in its sole             discretion, retains the right to determine if Publishers are             utilizing either the Proprietary Software or Source Code in             violation of this Agreement.

      10.2. Option for Licence

            10.2.1. On termination of the provision of the Services by                     HealthGate to the Publishers for whatever reason, HealthGate                     shall at the Publishers' option:

                          (i) grant to the Publishers a non-exclusive                     non-transferable licence to use the Proprietary Software for                     the purposes of using, developing, enhancing and maintaining                     the Site and carrying out any or all of the activities                     previously carried out by HealthGate or on its behalf under                     this Agreement

                          (ii) exercise best endeavours to grant to the                     Publishers a non-exclusive non-transferable licence to use                     the Third Party Software for the Site when and to the extent                     requested by the Publishers.

            10.2.2. The annual fee for the licence in Clause 10.2.1 for the                     Software, to include the Proprietary Software and the Third                     Party Software, shall be $150,000 per annum, including                     standard upgrades and maintenance, provided that if                     HealthGate is not able to grant a licence of the Third Party                     Software, then the Publishers shall be at liberty to licence                     the Third Party Software from its owners and/or licensors                     direct, and/or to

                                       7





                    license alternative software, and shall deduct the fees for                     such licences from the $150,000 per annum for the Software.

            10.2.3. The Publishers shall have the right to terminate the licence                     referred to in Clause 10.2.1 by giving three months' notice                     in writing to HealthGate.

11.   Hosting

      HealthGate will host the Site in accordance with the Specification for the       period for the Services in Clause 3.

12.   Service Levels

      12.1. HealthGate will provide the Services and shall meet the Service             Levels including but not limited to:

            12.1.1. dealing promptly with queries or problems relating to the                     use or performance of the Software and correcting or                     procuring the correction of all material program errors;

            12.1.2. identifying the location of any fault on the System,                     ensuring the continuing satisfactory operation of the                     System, taking all appropriate actions to ensure that the                     System maintains its full functionality;

            12.1.3. providing or procuring minor enhancements to the Software                     including but not limited to updating data and formulae to                     ensure that any changes in tax or other statutory                     regulations or law are incorporated into the Software.

      12.2. The Service Levels will be subject to review at any time by             agreement between the Project Managers and in any event will be             formally reviewed every 12 months during the term of this Agreement.

      12.3. HealthGate will provide usage statistics relating to the Services as             described in the specification on a monthly basis, or such other             reasonable intervals as may be mutually agreed upon by the parties             from time to time.

      12.4. HealthGate will perform the Services and meet the Specifications and             Service Levels set forth and referred to in this Agreement. In all             cases where HealthGate has not committed to a specific performance             standard, HealthGate will use reasonable care in providing the             Services.

13.   Permitted Users, Pricing and Subscription Information

      13.1. The Publishers shall have sole authority concerning determining             access to the Site. Except for the fees payable to HealthGate             described in Clause 14 hereof (document delivery), the Publishers             shall retain the sole and exclusive right to determine the prices             and fees payable and other terms and conditions applicable

                                       8

            to the Publishers' subscribers and other third party users for             access to the Publishers' Content on the Site. The Site shall be             designed to permit automated loading and maintenance of subscription             data from the Publishers' fulfilment systems. The Specification             details the procedures for loading such subscription information             (including both bulk entry and single entry information) and timing             for access to the Site for users included on such updated             subscription data.

      13.2. The Publishers grant to HealthGate a royalty-free licence for the             purpose of testing, demonstrating, and evaluating the Site.

      13.3. For the avoidance of doubt the Publishers shall have the right to             permit third party intermediaries, (including but not limited to             Ovid, OCLC, Swets, B H Blackwell, Munksgaard Direct and Dawson) to             access the Site and to authorize access to users in terms within the             Publishers' sole discretion. The Use Fees as set out in Schedule 2             shall apply.

14.   Document Delivery: Fees from Sales of Articles

      14.1. The Site will include functions to facilitate the sale of individual             articles from the Journals and other items at the sole discretion of             the Publishers to non-subscribers and other third party users.

      14.2. In relation to sales the Publishers make direct, the Publishers             shall establish copyright and other fees for such sales (Article             Fees). HealthGate shall collect the Article Fees established by             Publishers plus a service fee to be determined by HealthGate but in             any event the service fee may not exceed 30% of the Article Fee for             the particular article, or $US 4, whichever is the higher. Within 60             days of the end of each calendar month, HealthGate shall forward to             Publishers the net Article Fees actually collected (exclusive of             HealthGate's service fee).

      14.3. The Publishers may also permit third party intermediaries to sell             individual articles and other items, on terms to be agreed between             the Publishers and such third party intermediaries. Neither the





            Publishers nor the third party intermediaries shall be required to             pay a service fee or any other additional fee for this service, nor             shall HealthGate be permitted to collect a service fee, its             remuneration being as provided in Clause 19 and in Schedule 2 (Use             Fees).

15.   Improvements

      HealthGate shall replace and upgrade the Software to satisfy the       requirements of the Specification at no extra cost to the Publishers.

                                       9

16.   Links

      The Site shall support and include in-bound links, as may be mutually       agreed upon, to the Publishers' Content (including citations and       references within articles), from bibliographic databases, including       HealthGate, PubMed, ISI's Web of Science, and other sites, and as required       by the Publishers from time to time. HealthGate shall not be responsible       for setting up links from sites which it does not host. The Site shall       also support links with on-line content of other publishers, using       Document Object Identifier (DOI) and other standards, which may be       mutually agreed upon from time to time.

17.   Right of Renewal

      17.1  The Publishers shall have the right to renew the term of the             Services by notice in writing to HealthGate to be given on or before             30 September 1999. If the Publishers exercise their right to renew,             the term of the Services shall be extended by one further year, up             to and including 28 February 2001. The Use Fees shall remain the             same as in the Initial Period and the fee for the Services shall not             exceed $7000 for additional journals, $2000 maintenance fee on             existing journals and $2000 per Gigabyte.

      17.2  If the Publishers exercise their right of renewal under Clause 17.1,             then the Publishers shall have a further right of renewal for each             of the subsequent three years, provided that the right to renew             shall be conditional upon the Publishers having exercised their             right in the previous year, and giving notice on or before the 30             September before the renewal is to take effect.

18.   Assistance upon Termination

      On termination of the provision of the Services by HealthGate to the       Publishers for any reason:

                                       10

      18.1. HealthGate will liaise with the Publishers, making available for             such purposes such HealthGate liaison staff as the Publishers may             reasonably require, and acting in all good faith, to ensure a             mutually satisfactory license to the Publishers or, at the             Publishers' option, to a replacement contractor. The period of             liaison will commence as soon as notice has been given of             termination of this Agreement, and will continue for a maximum             period of 3 months after termination;

      18.2. HealthGate agrees that at the time of termination of this Agreement,             it will render all assistance, provide all documentation and             undertake all actions to the extent necessary to effect an orderly             assumption of the Services by the Publishers or, at the Publishers'             option, by a replacement contractor;

      18.3. If the Publishers so require, HealthGate will use its best             endeavours to procure the transfer at the Publishers' expense, to             the Publishers or to a third party nominated by the Publishers at             the Publishers' sole discretion, of any Third Party Software             licences HealthGate may have obtained in its own name in order to             provide the Services and used for that purpose exclusively; and

      18.4. HealthGate will be obliged to satisfy the Publishers that it has             erased the Publishers Content and all copies, and that it has no             ability to reproduce the Publishers Content in any way.

            The rights of the Publishers in this Clause 18 are in addition to             the rights in Clause 33.

19.   Cost and Payment, Change Control Formula

      19.1. The total price payable by the Publishers is set out in Clause 19.2             and the Use Fees in Clause 19.4, subject to the terms and conditions             in this Agreement, this price being a fixed price.

      19.2. Subject to HealthGate performing its obligations hereunder,             HealthGate shall invoice the Publishers for payment as follows:

            19.2.1.                                     On 30 January 1998                                                         $100,000





            19.2.2.                                     On 06 February 1998                                                         $150,000

            19.2.3.                                     On acceptance of                                                         Specification,                                                         $150,000 or 27                                                         February 1998                                                         whichever is later

                                       11

            19.2.4.                                     On acceptance of                                                         System launch                                                         $150,000

            19.2.5.                                     On system completion                                                         date $150,000

            19.2.6.                                     On 1 January 1999                                                         $175,000

            19.2.7.                                     On 1 April 1999                                                         $175,000

            19.2.8.                                     On 1 July 1999                                                         $175,000

            19.2.9.                                     On 1 September 1999                                                         $175,000

      PROVIDED ALWAYS THAT if the Agreement is terminated in accordance with       Clause 9.4 then the financial provisions of that Clause will apply in       place of this Clause 19.

      19.3. Invoices are payable within 60 days of receipt, with the exception             of payments due under Clause 19.2, which shall be payable on the due             date or on acceptance of the work, which ever is the later.

      19.4. Use Fees             The Publishers shall make payments to HealthGate based upon Use of             the Content as set forth on the Second Schedule. For the purposes of             this Agreement, Use shall mean a retrieval or download by a             Publishers' subscriber of the full-text of an article. There shall             not be any additional use fees or charges for users' browsing of             table of contents or abstracts. Use Fees shall be billed by             HealthGate monthly and all payments are due by cheque by the end of             the following month after the date of the invoice.

      19.5. Interest

            Interest on late payment by either party shall be charged at 2%             above base rate for the time being of Barclays Bank plc in England.             This sub-Clause 19.5 shall survive termination under Clause 9.4.

                                       12

20.   Advertising

      20.1. The Site shall be designed to include space for advertising. All             specifications concerning advertising space shall be mutually agreed             upon from time to time and detailed in the Specification. The rate             structure for advertising shall be mutually agreed upon.

      20.2. All advertising is subject to review and approval by the Publishers             and the Publishers reserve the right to refuse any proposed             advertisements. Revenues from advertisers utilizing the advertising             space shall be allocated between HealthGate and the Publishers. Each             party shall receive 30% of all advertising sales for advertising             sales originated by the other party (provided, in the event that             advertising is sold at rates less than fair market rates such 30%             figure shall be equitably increased to reflect the fair market value             of the advertising. Said fair market rates shall be determined by             mutual agreement of both parties). No deduction shall be made for             commissions payable to sales representatives or employees of any             party.

      20.3. Within 60 days of the end of each calendar month, the parties shall             report to each other concerning revenues collected on advertising             sales and make appropriate payments to the other party for the             previous month's collections based on the foregoing formula.

      20.4. In the event that any claim is made against either party in respect             of any advertisement. The expenses of dealing with any claim shall             be paid for in the same proportion as at Clause 20.2.

21.   Support and Enhancement

      HealthGate shall establish a telephone line for the purpose of providing       support to users of the Site, which support shall be free of charge to       such users. Such telephone line shall be answered pursuant to HealthGate's





      standard protocol and shall be operational 5:00 A.M. to 10:00 P.M., US       Eastern Time, and be supported by voice mail at other times. Such       telephone line shall be operated at all times by one HealthGate employee.       HealthGate shall ensure that the employee is suitably qualified and       experienced for the purpose. If the parties determine that more than one       employee is necessary to handle all inquiries in a reasonably prompt,       professional and efficient manner, Publishers at their cost and expense       may request HealthGate to dedicate additional employees for such purpose.

                                       13

      The Site shall include an e-mail function directly to HealthGate. All       e-mails received by HealthGate shall be answered within one business day.       The Site shall include a Frequently Asked Questions (FAQ) area and       detailed help screens as determined in the Specification. Both parties       agree to work together, through their duly appointed Project Managers, to       develop the FAQ area and the help screens.

22.   HealthGate Responsibilities

      22.1. HealthGate undertakes that in performing the Services it will use             commercially reasonable endeavours to comply with the Service Levels             including but not limited to System availability, specifications,             standards, functions and performance requirements.

      22.2. HealthGate will provide all assistance that the Publishers may             reasonably require in accordance with this Agreement for the purpose             of evaluating Service Levels from time to time and resolving             operational problems in connection with the Services. All such             requests must come from either the Publishers Project Manager or             Deputy Project Manager.

      22.3. HealthGate warrants that it owns or is authorised to use the             Computer Equipment for the purposes of supplying the Services.

      22.4. Viruses

            Each Party shall use its best efforts to ensure that no viruses,             worms or similar items (Viruses) are introduced into any Software             System used under this Agreement. If a Virus is found in any such             Software System, HealthGate shall, promptly upon the discovery             thereof, use its best efforts to eliminate such Virus and             ameliorate the effect thereof. If such Virus causes a loss of             operational efficiency or data, HealthGate shall mitigate and             restore such loss as quickly as feasible.

      22.5. Disabling Code

            Save with the written consent of the Publishers, the Software and             System shall not include, nor shall HealthGate introduce into any             Software and/or the System, any code whose purpose is to disable or             reduce the efficiency of all or any portion of the Services.

23.   Access to HealthGate

      23.1. During the Term of this Agreement, HealthGate shall accommodate one             employee or representative of Publishers at HealthGate's office for             the purpose of reviewing and understanding the operation of the             Site. HealthGate and Publishers shall coordinate the schedule of             such employee so that he or she

                                       14

            does not unduly interfere with HealthGate's operation of the Site or             HealthGate's other operations. The Publishers anticipate that such             employee will be at HealthGate's offices approximately 30 days per             year.

      23.2. Audit Rights

            23.2.1. The Publishers and/or their respective independent auditors,                     at no expense to HealthGate, and upon twenty (20) Business                     Days' written notice to HealthGate, shall have the right to                     conduct an operational audit pertaining to the fees and the                     Services rendered pursuant to this Agreement, including but                     not limited to having HealthGate process through any system                     test data supplied by the Publishers and/or their respective                     auditors, operate audit software on any system or download                     Publishers' Content and/or usage statistics to a computer                     designated by the Publishers, and/or their respective                     auditors. The operational audit will verify that HealthGate                     is exercising reasonable data processing operational                     procedures in its performance of the Services and confirm                     that HealthGate is performing and observing its obligations                     hereunder.

            23.2.2. HealthGate shall make available for the Publishers and/or                     the Publishers' auditors inspection all records relating to                     the fees and to the Services provided pursuant to this                     Agreement.





      23.3. Regulatory Access (Eg HEFCE)

            HealthGate and the Publishers acknowledge and agree that the             performance of the Services under this Agreement may be subject to             regulation and examination by the Publishers' regulatory agencies             and/or government and/or customer's contractors. The parties agree             that the records maintained and produced under this Agreement shall             at all times be available for examination and audit by governmental             agencies and/or governmental and/or customer's contractors having             rights in relation to and/or jurisdiction over the business of the             Publishers. Each party to this Agreement shall notify the other             party promptly of any formal request by an authorized agency or             contractor to examine records regarding the Publishers that are             maintained by HealthGate. Upon request, HealthGate shall provide any             relevant assurances to such agencies and shall subject itself to any             required examination or regulation. The Publishers shall reimburse             HealthGate for reasonable costs actually incurred due to any such             examination or regulation that is performed solely for the purpose             of examining data processing services performed by HealthGate for             the benefit of and at the request of the Publishers.

                                       15

24.   Security and Disaster Recovery

      24.1. HealthGate will ensure that all documents, data and Software are             kept under secure conditions with back up arrangements satisfactory             to the Publishers, to protect them effectively from unauthorised             access and so that they can be recovered from any malfunction of the             System.

      24.2. Should the Publishers' Content and/or data be lost or destroyed,             HealthGate will be responsible for its prompt reconstruction as             quickly as possible with high priority allocation of time and             resources, having regard to the back-up frequency agreed with the             Publishers in the Specification.

      24.3. HealthGate will not without the written consent of the Publishers             disclose any of the Publishers' data or Publishers' Content to any             third party.

      24.4. HealthGate will take all reasonable precautions to minimise the             impact of any disaster relating to the Services.

      24.5. Security for Facilities

            HealthGate will perform all required security procedures at any             place where Services are performed by HealthGate. All personnel of             HealthGate will comply with the agreed security procedures with             respect to access to any facility, data and data files.

      24.6. The Publishers and/or their auditors, at no expense to HealthGate,             and upon twenty (20)Business Days' written notice to HealthGate,             shall have the right to conduct a system backup and disaster             recovery audit with regard to the Services provided pursuant to this             Agreement. The system disaster and recovery audit will verify that             HealthGate is exercising reasonable procedures in the performance of             its system backup and disaster recovery obligations hereunder.             HealthGate shall allow the Publishers and/or their auditors access             to any site used by HealthGate as a backup facility, if HealthGate             can secure the rights for the Publishers and/or their auditors to             enter the backup facility.

      24.7. Disaster Recovery

            HealthGate shall maintain and continue to maintain throughout the             term of this Agreement, an off-site disaster recovery capability.             HealthGate shall present to the Publishers a disaster recovery plan             prior to the System Completion Date. HealthGate shall monitor each             such disaster recovery plan and keep it current.

                                       16

      24.8. HealthGate shall use its best efforts to recover from a disaster and             to continue providing Services to the Publishers within a             commercially reasonable period. An executive summary of each such             disaster recovery plan, which may change from time to time, shall be             provided to the Publishers at no charge. HealthGate shall test each             disaster recovery plan annually and shall provide the Publishers             with a summary of its test results.

25.   Third Party Software

      25.1. HealthGate warrants that any Third Party Software is validly             licensed for running by HealthGate at the Site and for all the uses             permitted under this Agreement in fulfillment of the services for             the term of the Agreement and that it is authorised to grant the             rights to the Third Party Software licensed under this Agreement for             use on the Site.

      25.2. HealthGate will fully indemnify the Publishers in respect of all





            damages, costs and expenses incurred by the Publishers resulting             from any act or default of HealthGate in respect of the Third Party             Software.

26.   Intellectual Property Rights

      26.1. The copyright and any and all other intellectual property in any             report, financial specification documentation and information, and             usage statistics on whatever media, prepared or to be created by             HealthGate pursuant to this Agreement shall be the property of the             Publishers notwithstanding termination hereof unless otherwise             expressly agreed in writing by the Publishers. HealthGate hereby             assigns all right, title and interest in and to the same to the             Publishers.

      26.2. Publishers' Content and Data

            The parties hereto acknowledge and agree that the Publishers and/or             their licensors own and will continue to own all right, title and             interest in and to Publishers' Journals and other data, including             but not limited to usage statistics for the Services (Publishers'             Data). Upon the termination of this Agreement for any reason or,             with respect to any Publishers' Data, on such earlier date as the             Publishers shall determine that any of the same will no longer be             required by HealthGate in order to render Services to the             Publishers, Publishers' Data will be either erased from the data             files maintained by HealthGate. or if the Publishers so elect,             returned to the Publishers by HealthGate. The Publishers' Data may             not be utilized by HealthGate for any purpose except to provide             Services to the Publishers, nor may Publishers' Data or any part             thereof be disclosed, sold, assigned, leased or otherwise disposed             of to third parties by HealthGate or commercially exploited by or on             behalf of HealthGate, or any of its employees or agents.

                                       17

27.   Warranty

      HealthGate's warranty

      27.1. HealthGate warrants to the Publishers that the Software on delivery             to the Publishers will conform substantially with the Specification.

      27.2. HealthGate undertakes to correct by patch or new release (at its             option) that part of the Software which does not so comply PROVIDED             THAT such noncompliance has not been caused by any modification,             variation or addition to the Software not performed by HealthGate

      27.3. Millennium Compliance

            HealthGate warrants that (a) the occurrence in or use by the System             of dates on or after January 1, 2000 (Millennial Dates) will not             adversely affect its performance at any level with respect to             date-dependent data, computation, output or other functions; and (b)             the System will create, store, receive, process and output             information related to or including Millennial Dates without error             or omissions.

      Publisher's warranty

      27.4. Each Publisher hereby represents and warrants that: (i) it has, and             will have throughout the term of this Agreement, all right, title             and interest in and to the Content, except for items that are in the             public domain or that are obtained under valid licenses, (ii) the             Publishers Content do not and will not infringe any tradename,             trademark or copyright, and (iii) there are not material suits,             claims or proceedings currently pending or threatened against any             Publisher based upon the Content and that Publishers will promptly             advise HealthGate of the pendency or threat of any such suits,             claims or proceedings relating to the Content or the Site arising             during the term of this Agreement.

      27.5. HealthGate shall be solely responsible for the compliance by its             personnel with all laws and regulations of any pertinent countries             relating to data protection and privacy and/or transborder data             flow.

                                       18

28.   Indemnities and Liability, Limitation of Liability

      28.1. Indemnities and Liability

            (a) Cross Indemnity - HealthGate and the Publishers each agree to             indemnify, defend and hold harmless the other from any and all             claims, actions, losses, damages, liabilities, costs and expenses,             including reasonable attorneys' fees and expenses, arising out of or             relating to the death or bodily injury of any agent, employee,             customer, business invitee or business visitor of the indemnitor, or             arising out of or relating to loss of or damage to tangible real or





            tangible personal property, to the extent that such claim, action,             liability, loss, damage, cost or expense was proximately caused by             the indemnifying party's tortious act or omission, or by those of             its agents or employees.

            (b) Patent Indemnity - HealthGate and the Publishers each agree to             indemnify, defend and hold harmless the other from any and all             claims, actions, damages, liabilities, costs and expenses, including             reasonable attorneys' fees and expenses, arising out of any claims             of infringement of any patent, or a trade secret, or any copyright,             trademark, service mark, trade name or similar proprietary rights             conferred by contract or by common law or by any law of any             applicable jurisdiction alleged to have occurred because of the             system including but not limited to hardware, software, and data             provided by the indemnitor under this Agreement.

            (c) Indemnification Procedures - With respect to third-party claims             subject to the indemnities set forth in this Clause 28, the             indemnitee shall notify the indemnitor promptly of any matters in             respect of which the foregoing indemnity may apply and of which the             indemnitee has knowledge and shall give the indemnitor full             opportunity to control the response thereto and the defense thereof;             including, without limitation, any agreement relating to the             settlement thereof; provided that the indemnitee shall have the             right to approve any settlement or any decision not to defend. The             indemnitee's failure to promptly give notice shall affect the             indemnitor's obligation to indemnify the indemnitee only to the             extent that the indemnitor's rights are materially prejudiced             thereby. The indemnitee may participate, at its own expense, in any             defense and any settlement directly or through counsel of its             choice. If the indemnitor elects not to defend, the indemnitee shall             have the right to defend or settle the claim as it may deem             appropriate, at the cost and expense of the indemnitor, which shall             promptly reimburse the indemnitee for all such costs, expenses and             settlements amounts.

                                       19

      28.2. Limitations of Liability--Except in respect of personal injury or             death caused by the negligence of either party (for which by law no             limit applies), in the event either party shall be liable to the             other party on account of the performance or nonperformance of its             respective obligations under this Agreement, whether arising by             negligence, wilful misconduct or otherwise, the amount recoverable             by the other party for all events, acts or omissions shall not             exceed, in the aggregate, an amount equal to payments made under             this Agreement.

29.   Source Code and Escrow

      29.1. HealthGate and the Publishers shall enter and maintain in force the             Escrow Agreement for such period as the Publishers require.

      29.2. Whenever a new version of the Proprietary Software is used for the             Site, HealthGate will promptly deposit a new version of the source             code and the operational documentation for that version under the             same Escrow Agreement, and notify the Publishers in writing that the             deposit has been made.

      29.3. If no new version has been deposited in any 6 month period,             HealthGate will deposit a replacement copy of the then current             version of the source code of the Proprietary Software under the             Escrow Agreement and will notify the Publishers in writing.

30.   Confidential Information

      Neither party shall, other than with the prior written consent of the       other party, during or after the termination, determination or expiry of       this Agreement disclose directly or indirectly to any person, firm,       company or third party and shall only use for the purposes of this       Agreement, any information relating to the Agreement, the other party, its       business, trade secrets, customers, suppliers or any other information of       whatever nature which the party whose information it is or its licensees       or nominee may deem to be confidential and which the other party has or       shall hereafter become possessed of. For the avoidance of doubt the usage       statistics relating to the Site shall be the Publishers' confidential       information.

      The foregoing provisions shall not prevent the disclosure or use by either       party of any information which is or hereafter, through no fault of the       other party, become public knowledge or to the extent permitted by law.       Nor shall they prevent the use by the Publishers of information for the       purposes of handing over or considering handing over the System to       themselves or to another contractor, PROVIDED THAT if the information is       disclosed to a third party the Publishers shall first enter a       confidentiality agreement with the third party in similar terms to this       Clause.

                                       20





31.   Data Protection

      The parties agree to ensure that they will at all times comply with the       provisions and obligations imposed by the Data Protection Act 1984, the EU       Data Protection Directive 95/46 and any implementing legislation in the       United Kingdom. Both parties agree to indemnify each other in respect of       any unauthorised disclosure of data by them.

32.   Termination, Change of Control of HealthGate

      32.1. Notwithstanding any provisions herein contained this Agreement may             be terminated forthwith by either party by notice in writing from             the party not at fault if any of the following events shall occur,             namely:

                  (i) if the other party shall commit any act of bankruptcy,                   shall have a receiving order made against it, shall make or                   negotiate for any composition or arrangement with or                   assignment for the benefit of its creditors or if the other                   party, being a body corporate, shall present a petition or                   have a petition presented by a creditor for its winding up or                   shall enter into any liquidation (other than for the purposes                   of reconstruction or amalgamation), shall call any meeting of                   its creditors, shall have a receiver of all or any of its                   undertakings or assets appointed, shall be deemed by virtue of                   the relevant statutory provisions under the applicable law to                   be unable to pay its debts, or shall cease to carry on                   business;

                  (ii) if the other party shall at any time be in default under                   this Agreement and shall fail to remedy such default within 30                   days from receipt of notice in writing from the first party                   specifying such default.

                  If any such event referred to in this sub-clause shall occur,                   termination shall become effective forthwith or on the date                   set forth in such notice.

         32.2.    Either party may by notice in writing to the other party                   terminate this Agreement, if any of the following events shall                   occur, namely:

                  32.2.1. if either party is in breach of any term, condition or                           provision of this Agreement or required by law and                           fails to remedy such breach (if capable of remedy)                           within 14 days of receipt of notice from the other                           party specifying such breach;

                                       21

                  32.2.2. Change in control

                          If there is a change in Control of the first party,                           the second party may, entirely at their own option and                           without thereby becoming liable for any costs or                           losses which the first party or its holding company or                           any company in which it may hold shares may suffer as                           a result terminate the Agreement by notice in writing                           to first party.

                          For the purpose of this clause, a person shall have                           Control of a company if he holds, directly or                           indirectly, shares which together with shares held by                           any persons acting in concert with him carry 50% or                           more of the voting rights of that company and Change                           in Control shall be interpreted accordingly. Words                           and phrases defined in the City Code on Take-overs and                           Mergers shall have the same meaning here.

      32.3. Termination, howsoever or whenever occasioned shall be subject to             any rights and remedies either party may have under this Agreement             or in Law.

      32.4. the following Clauses shall survive termination for whatever cause             of this Agreement: Clauses 4.2, 5, 10.2, 20.4, 23.2, 25-28, 30-34             inclusive.

33.   Rights Upon Termination

      Upon termination of this Agreement and for a period of six (6) months       thereafter, the Publishers will have the following rights and obligations:

      33.1. Commencing upon any notice of termination by the Publishers,             HealthGate will comply with the Publishers' reasonable directions,             and will provide to the Publishers any and all termination             assistance reasonably requested by the Publishers to allow the             Services to continue and to facilitate the orderly transfer of             responsibility for the Services to the Publishers or a successor             provider of Services designated by the Publishers. The termination             assistance to be provided to the Publishers by HealthGate may             include the following:

            33.1.1. Continuing to perform, for a reasonable period (as





                    determined by the Publishers) of up to six (6) months                     following the termination date, any or all of the Services                     then being performed by HealthGate.

            33.1.2. Developing, together with the Publishers, a plan for the                     orderly transition of Services (Transition Plan) then                     being performed by HealthGate from HealthGate to the                     Publishers or such successor provider of Services.

            33.1.3. Providing reasonable training for personnel of the                     Publishers in the performance of the Services then being                     transitioned to the Publishers or such successor provider of                     Services.

                                       22

      33.2. If HealthGate is then using any Equipment leased or owned by the             Publishers to provide services to any third party, HealthGate may             continue to use that Equipment for that purpose until such time as             HealthGate can reasonably transition to other equipment.

      33.3. Upon receipt of written notice from the Publishers that HealthGate             is in default under this Agreement by failing to comply with the             requirements of this Clause 33, or that HealthGate is in default             under any provision regarding rights upon termination of this             Agreement, HealthGate shall have ten (10) business days in which to             cure such default. HealthGate acknowledges that, in the event             HealthGate fails to cure such default within the specified time             period, the Publishers would suffer irreparable harm, and             HealthGate, hereby agrees that the Publishers would in such event be             entitled to obtain from a court of competent jurisdiction an order             of specific performance, in addition to such other rights and             remedies to which it may be entitled at law or in equity under this             Agreement.

      33.4. Upon the termination of this Agreement or HealthGate's engagement             whichever shall be the earlier, HealthGate or its personal             representative as the case may be, shall immediately deliver up to             the Publishers all correspondence, reports, documents,             specifications, papers, information (on whatever media) and property             belonging to the Publishers which may be in his possession or under             his control together with all confidential information or copyright             works belonging to the Publishers specified in Clauses 27 and 31             above.

34.   General

      34.1. Waiver

            Failure or neglect by either party to enforce at any time any of the             provisions hereof shall not be construed nor shall be deemed to be a             waiver of that party's rights hereunder nor in any way affect the             validity of the whole or any part of this Agreement nor prejudice             that party's rights to take subsequent action.

      34.2. Entire Agreement

            This Agreement constitutes the entire agreement between the parties.             Each party confirms that it has not relied upon any representation             not recorded in this document or in its Schedules inducing it to             enter this Agreement. No variation of these terms and conditions             will be valid unless confirmed in writing by authorized signatories             of both parties.

                                       23

      34.3. Assignment

            HealthGate shall not transfer or assign the whole or any part of             this Agreement without the prior written consent of the Publishers.

      34.4. Headings

            he headings of the terms and conditions herein contained are             inserted for convenience of reference only and are not intended to             be part of or to affect the meaning or interpretation of any of the             terms and conditions of this Agreement.

      34.5. Severability

            In the event that any of these terms, conditions or provisions shall             be determined by any competent authority to be invalid, unlawful or             unenforceable to any extent, such term, condition or provision shall             to that extent be severed from the remaining terms, conditions and             provisions which shall continue to be valid to the fullest extent             permitted by law.

      34.6. Notices

            Any notice to be given by either party to the other may be sent by





            registered post or airmail to the address to the other party as             appearing herein and if so sent shall be deemed to be served 4 days             following the date of posting, or may be sent by courier and if so             shall be deemed to be received when actually received.

      34.7. Injunctive Relief

            All claims within the scope of this Agreement that any party may             have against the other for monetary damages must, subject to Clause             29 (Source Code and Escrow), be pursued through the procedures             established in this Agreement. However, nothing in this Clause 34.7             will prevent any party from immediately seeking injunctive or other             equitable relief from any court having competent jurisdiction.

                                       24

      34.8. Law

            The parties hereby agree that this Agreement shall be construed in             accordance with English law. Any and all disputes between the             parties arising under or in connection with this Agreement which             cannot be resolved amicably by the parties, shall be resolved in the             courts located in London, England, except with respect to any action             brought by the Publishers against HealthGate, in which case             jurisdiction and venue shall be in Boston Massachusetts.

                                       25

Signing Provisions

SIGNED for and on behalf of the Publishers by:

/s/ Jonathan Conibear                                  /s/ Joachim Malling

in the presence of:

/s/ [ILLEGIBLE]                                        /s/ [ILLEGIBLE]

Date: 20.3.98                                          30.4.98

SIGNED for and on behalf of HealthGate by:

By: /s/ William S. Reece     -----------------------------------         William S. Reece

in the presence of:

/s/ Maria Pace

Date:

4.7.98

Schedules

1     Specification 2     Use Fees 3     Project Managers 4     Escrow

                                       26

                                   SCHEDULE 1

HealthGate Data Corp                              [ILLEGIBLE]

Blackwell/Munksgaard Journal Publishing

- --------------------------------------------------------------------------------

User Scenarios

Chapter 1





- --------------------------------------------------------------------------------

Blackwell/Munksgaard Journal Publishing

User Scenarios

- -------------------------------------------------------------------------------- Overview - --------------------------------------------------------------------------------

This document contains outlines, or scenarios, of how users will access the Blackwell/Munksgaard Journal Publishing system that HealthGate is currently developing.

The goal of this project is to provide the high standards of Blackwell/Munksgaard publications and services to existing readers online, as well as develop an audience of new Internet users. Since the focus of this project is to expand readership and usage, the design of this project will be driven by user needs and interests.

The following scenarios illustrate how to optimally meet the needs and offer the widest selection of services to Blackwell/Munksgaard users through a series of chronological steps and options. A user is defined as any party (including individuals or other systems) that will interface with the Blackwell/Munksgaard Journal Publishing system.

- -------------------------------------------------------------------------------- List of Scenarios - --------------------------------------------------------------------------------

      Below is a list of the scenarios. The list will be ordered to contain the       building block scenarios first, followed by the more complex scenarios.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         1

Overview                                                       1

List of Scenarios                                              1

Registration                                                   3

      General Registration                                     3

      Credit Card Subscription Registration                    4

      Society Member / Institutional       Subscriber Self Registration                             4

      Purchase Order or Deposit Account       for Institutional Subscribers                            5

      Transaction Registration / Single       Document Purchase by non registered       user                                                     6

Purchases                                                      7

      Single Document Purchase       Registered User with CC Information                      7

      Single Document Purchase       Registered User without CC       Information                                              7

      Single Document Purchase       Registered User using Purchase       Order                                                    8

      Additional Subscription Purchase                         8

Linking                                                        9

      Bibliographic Linking within an Article                  9

      Related Information Links                               10

Delivery Options Other than HTML                              10

      Downloading PDF                                         10

      Fax Delivery                                            11

Subscriber Features                                           11

      User Access to their Custom Page                        11

Journal Features                                              12

      Journal Page                                            12

      Issue Listings                                          13

      Table of Contents                                       13





      Abstract                                                13

      Full Text                                               14

      Email version of Table of Contents                      14

      Text Email ...........................................  14

      HTML Email ...........................................  15

Searching                                                     15

      Quick Search                                            15

      Searching Full Text                                     15

      Finding an Article Cited Elsewhere                      16

Customer Help                                                 16

      Forgotten Password                                      16

      Forgotten User Name and Password                        17

      Changing Password                                       17

      Changing Email Address                                  17

      Changing Credit Card Number                             18

      Changing Other Information                              18

Content Management                                            18

      Journal Setup                                           18

      Set Journal Price                                       18

      Set Document Price                                      19

      Template Submission                                     19

Content Publishing                                            19

      Issue Loading                                           19

      Issue Review                                            20

      Issue Release                                           20

Third Party Access                                            20

      General                                                 20

      Abstracts Only (Headers)                                21

      Abstracts and PDF (Headers and PDF)                     21

      Full Text Blackwell/Munksgaard DTD                      21

      Full Text in Ovid's DTD                                 21

      Delivery Options for Third Parties                      21

Reporting                                                     21

      User                                                    21

      Content                                                 22

Integration                                                   22

      HeathMill or Other Subscription       Systems to HealthGate Connection                        22

      HealthGate to HeathMill or Other       Subscription Systems                                    23

      Integration to JPMS                                     23

      Integration with Blackwell/Munksgaard       Web Site(s)                                             24

Future Items                                                  24

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         2

Chapter 2

      User Scenarios

      This chapter contains the Blackwell/Munksgaard Journal Publishing system       user scenarios.





- -------------------------------------------------------------------------------- Registration - --------------------------------------------------------------------------------

General Registration

      Users who access Blackwell/Munksgaard publications will fall into one of       three categories:

      a)    Non-registered users who are browsing Blackwell/Munksgaard content.             These users will have limited access to some free content, but will             not be able to access other areas or purchase products.

      b)    Registered users who have provided name, email and postal mailing             address, but have not provided credit card data. Users in this             category include those who have visited the site before and have             been assigned a user name and password, as well as Society members             who have previously registered.

      c)    Purchasing users who have registered, and provided credit card             information. These users may have bought subscriptions to             Blackwell/Munksgaard journals or other publications in the past.

      For any but the most casual browser, general registration is encouraged,       and outlined below.

      1.    Registration procedure: If a non-registered user would like to             access certain areas or services, there will be a link provided to             the registration area.

            Once the user has entered the registration area, s/he will be asked             to provide full name, email address, and postal address. After this             information has been entered, the user will be provided with a             dialog box to enter a self-selected user name and password.

      2.    Creating user name: The user name is checked for uniqueness against             all user names, then added to the database. If the name has already             been registered, the user will be provided with three suggested             names, or the option to create another user name of their own             choice.

      3.    Confirmation of registration: Once a unique user name and password             have been assigned, the user may choose to continue the purchase             process by linking to pages that will enable him/her to enter credit             card information (see Credit Card Subscription Registration             below). If no purchase is desired at this time, the user will end             the registration process at this point S/he will see a page that             confirms their registration. Shortly afterwards, the user will also             receive an email acknowledging their registration, and providing             instructions on what to do if they forget their user name and             password. This will also serve to ensure that the user's email             address as entered in the registration form is correct.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         3

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

Credit Card Subscription Registration

      Users will now be able to order subscriptions to Blackwell/Munksgaard       journals and publications online via a simple registration and secure       payment process. In this scenario, the user chooses to pay with a credit       card.

      1.    Registration: When the user enters the registration area, s/he will             be asked to provide their user name and password. (See General             Registration above).

      2.    Tracking marketing efforts: A feature to track the efficacy of             marketing campaigns may also be incorporated. In addition to             entering the above subscriber information, the user will also be             asked to provide information pertaining to offer codes, or other             identifying characteristics of marketing offers.

      3.    Separating society memberships: Users are asked if they are a member             of a society participating in the online journals. If they select a             society, their registration information will be checked with an             updated automated listing of existing society members. Since a             society member is entitled to pre-defined journal subscriptions             under a separate agreement, this is done to ensure that a society             member is not charged. If the registering user is determined to be a             society member, follow the Society Member Registration scenario             instead.

      4.    Selecting a subscription plan: After entering the registration             information, the user will be prompted to select a subscription             plan.

      5.    Charging subscriptions: Once the subscription plan has been             selected, the user will then be shown a page that provides a secure             connection for credit card information. The user will be asked to





            give the credit card number, type (VISA, MasterCard, AMEX,             Discover), and expiration date.

      6.    Transaction receipt: The credit card is then validated and the user             is shown the cost that has been charged to the credit card. A             receipt is displayed on the screen, as well as emailed to the user.

      7.    Thanks/Email notification of future publications: After the             registration process is completed, the user will see a page thanking             them for their subscription order. As an added feature, new users             will be offered the option of having the table of contents of each             new issue emailed to them upon publication.

      8.    Next destination: When the above information is provided, the user             will then be given access to the cover page of the journal that has             just been ordered.

Society Member / Institutional Subscriber Self Registration

      If a user is determined to be a Society member or a paid subscriber not       know to the system (pre-subscribed by Blackwell/Munksgaard), the following       scenario applies:

      1.    Access from marketing efforts: Society membership benefits include             subscriptions to pre-defined print journals. In accordance with             marketing efforts, inserts promoting online journal registration and             the URL for the Blackwell/Munksgaard site will be provided in these             journals. Members may also find out about online service via other             marketing efforts, such as newsletters, leaflets, direct mail or             other web sites.

      2.    Registration info: Once the user accesses the site, he/she will be             provided with a form asking for basic registration information (see             Credit Card Subscription Registration, steps 1-7).

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        4

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

      3.    Membership options: If the name has been matched and verified online             as a Society member, the user is presented with a listing of             publications and journals, etc. which they may access with existing             membership privileges.

            If the user is not verified as a current Society member, the user             will be asked to provide standard registration information (see             Credit Card Subscription Registration).

            In addition to the publication listings, users will be given one of             three options as defined by the publisher to receive these             subscriptions:

            a. Exclusive online access

            b. Print subscription and optional online access

            c. Full access via both print subscription and online

      4.    Content for purchase: Once users have selected their subscription             method, they will be shown additional content available for             purchase.

      5.    Creating identity code for user: When content for purchase has been             selected by the user, s/he will see a form that enables them to             create a user name and password. Once the information has been             entered, another dialog box will prompt them to confirm the             password.

      6.    Assuring uniqueness of code: The user name is checked for uniqueness             against all user names, and added to the list. If the user name has             already been registered, they will be provided with three suggested             names, or the option to create another user name of their own             choice.

      7.    Purchasing additional content: If the user chooses to purchase any             of the additional content, the purchase will be charged to the             credit card information previously provided. The credit card is             validated and charged. If the credit card is declined, the user is             prompted to try again.

      8.    Transaction receipt: Once the credit card has been validated, the             page shows the cost that has been charged to the credit card.             Receipt is presented on the screen, as well as emailed to the user.

      9.    Final step of purchasing process: As the final step in the             purchasing process, the user will see a page that thanks them for             their order, and shows a listing of all content purchased in the             last transaction.

            After purchasing process has been completed, the user will then be             given access to their selected content. A confirmation email will be             sent welcoming the user to our service.





Purchase Order or Deposit Account for Institutional Subscribers

      For those institutions that wish to order subscriptions to       Blackwell/Munksgaard journals, publications, and single full-text articles       on a consistent basis, an open purchase order or deposit account may be       established. The following scenario outlines how a customer would have       access via this method.

      1.    Initial set-up: The customer will make the initial contact to             Blackwell/Munksgaard to set up the account. Open purchase orders and             deposit accounts may be established through either             Blackwell/Munksgaard or HealthGate.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        5

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

      2.    Access code: After the account has been established, users will then             be given a special access code to access the Site. When registering             the user will be able to use the access code instead of providing us             with credit card information (Access to publications via IP address             verification is an option for institutional accounts).

      3.    Registration: When the user completes registration the same way as a             normal customer, except that they enter the access code rather than             provide billing information. Any charges or purchases will be             applied to their account.

      4.    Account expiration: If the account expires, or reaches the monetary             cap assigned, the user will be shown a page that prompts them to             contact Blackwell/Munksgaard to renew the account. This page will             also provide the option to continue and have purchases applied to a             credit card. A report will be available warning Blackwell/Munksgaard             of accounts that are close to expiring.

Transaction Registration /Single Document Purchase by non registered user

      This scenario outlines the way in which a user would be able to purchase a       single article (document) while browsing the abstract of the article.

      1.    Promoting full text articles: Abstracts are available to all users             free of charge; registration is not required. However, if the user             would like to buy the full text of any given article, pricing             information for the article will be listed at the end of the             abstract, with a link to purchase the article.

      2.    Purchasing full text -- registered users: After selecting the link             to purchase the article, the user is given the option to log in,             using the previously assigned registration user name and password.             After logging in, a page showing full text articles and journal             subscriptions for purchase will be provided. The user will make             his/her selections, and the credit card information page will             appear. (Go to step #5)

      3.    Purchasing full text -- new users: If the user has never registered             before, they will be asked to register.

      4.    Registration: When the user enters the registration area, s/he will             be asked to provide basic identifying information (See General             Registration above).

      5.    Credit card info: The user will then be shown a page that provides a             secure connection for credit card information. The user will be             asked to give the credit card number, type (VISA, MasterCard, AMEX,             Discover), and expiration date.

      6.    Credit card validation: The credit card is validated, and the user             is given confirmation that they are about to be charged for the             requested full text article(s) and/or journal subscription(s).

      7.    Fax delivery/other purchase options: An option to have the article             faxed to them for an additional fee (to be determined) is also             offered.

      8.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      9.    Transaction cancellation: If the user cancels the transaction, then             they are returned to the abstract of the article.

      10.   Content access: After the user confirms the charge, s/he is given             access to the content for a specified period of time (hours/days to             be determined.)

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        6

USER SCENARIOS                                                         PURCHASES - --------------------------------------------------------------------------------





            Articles are provided to the user in both PDF and HTML format

- -------------------------------------------------------------------------------- Purchases - --------------------------------------------------------------------------------

      The scenarios below outline single document purchases. There also will be       a facility to purchase multiple documents in a shopping basked like       manner.

Single Document Purchase Registered User with CC Information

      In this scenario, a registered user requests a document to which they do       not currently have access. For example, they may be viewing an abstract       from a journal that is not part of their subscription, or they may be       referencing a new document (full text) In this scenario we assume that the       user has a credit card on file or an open purchase order (PO).

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, lists the             price of the full text article and allows registered users to enter             their user name and password. Non-registered users would have to             register in order to enter credit card information.

      2.    Login: Registered users will log on, confirming registration. Then             they will be shown a price confirmation and delivery options.

      3.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      4.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      5.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      6.    Content access: After the user confirms the charge, s/he is given             access to the content for a specified period of time (hours/days to             be determined.)

            Articles are provided to the user in both HTML and PDF formats.

Single Document Purchase Registered User without CC Information

      In this scenario, a registered user requests to see a document to which       they do not currently have access. For example, they may be viewing an       abstract from a new journal and decide they would like to subscribe. In       this scenario, we assume that the user does not have a credit card on file       or an open PO.

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, and lists             the price of the full text article. The user will be asked to a)             register, or b) login.

      2.    Login. Registered users will login.

      3.    Credit card info: Then if they do not have credit card information             on file or if their credit card has expired, they will be shown a             page which provides a secure connection for credit card information.             The user will be asked to give the credit card number, type (VISA,             MasterCard, AMEX, Discover), and expiration date.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        7

USER SCENARIOS                                                         PURCHASES - --------------------------------------------------------------------------------

      4.    Credit card validation: The credit card is validated, and the user             is given confirmation that they are about to be charged for the             requested full text article(s) journal subscription(s), etc. (Any             relevant discounts will be shown on screen at this time.)

      5.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      6.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      7.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      8.    Content access: After the user confirms the charge, he/she is given             access to the content for a specified period of time (hours/days to





            be determined).

            Articles are provided to the user in both HTML and PDF formats.

Single Document Purchase Registered User using Purchase Order

      In this scenario, a registered user requests a document to which they do       not currently have access and choose to pay via an existing purchase order       which they have set up with Blackwell/Munksgaard. If they do not have a       purchase order, they will be asked to contact Blackwell/Munksgaard.

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, and lists             the price of the full text article. The user will be asked to a)             register, or b) login.

      2.    Login. Registered users will login with an account that has been             tagged for all charges to be applied to an existing purchase order.

      3.    Purchase Order validation: The purchase order is validated to assure             that this charge will not go over the total amount on the purchase             order. The user is given confirmation that they are about to be             charged for the requested full text article(s). (Any relevant             discounts will be shown on screen at this time.)

      4.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      5.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      6.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      7.    Content access: After the user confirms the charge, he/she is given             access to the content for a specified period of time (hours/days to             be determined.)

            Articles are provided to the user in both HTML and PDF formats.

Additional Subscription Purchase

      Online users will be provided with several opportunities throughout the       site to subscribe to other journals; these purchase options will be       inserted in areas that contextually will promote the likelihood of a sale.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        8

USER SCENARIOS                                                           LINKING - --------------------------------------------------------------------------------

      The following scenario provides an example of how the need for additional       full text articles and/or a journal subscription results in a sale.

      1.    Point of entry: A user reads an article in a journal to which they             subscribe. Searching for more information in this subject area, the             user clicks on the link to related articles.

      2.    Exposure to new journal: After viewing the list of related articles,             the user notes that the articles of the most interest are all in a             journal to which s/he does not currently subscribe. At this point             the user has a choice: s/he may either purchase the full text of             some or all the articles, or consider a subscription to the journal             itself, which will provide unlimited access to these and other             articles year-round. The user decides to find out more information             about the journal.

      3.    Journal description: All journal titles will be linked. When the             user clicks on a journal link, he/she will see a page that provides             a brief description of the journal, the frequency of publication,             and pricing information.

      4.    Purchasing procedure: The user decides to purchase the journal.             Since this user has already subscribed to at least one other             journal, his/her identification and credit card data are already             stored in the system.

            The user is given the option of charging the subscription to the             existing account, or entering new credit card information. (See             Credit Card Subscription Registration above).

      5.    Confirmation of purchase: Once the user has indicated which credit             card is to be charged, the purchase is charged and validated. The             user will then be shown a page that provides a receipt for the             journal subscription purchase. Confirmation of the purchase will             also be sent to the user via email.

      6.    Other tie-ins to purchase: After confirmation, the user may link to             his/her own custom page to find that the new subscription has been





            documented, and the custom page updated.

      7.    Next destination: At the end of the transaction, the user will be             shown the selected volume of the journal.

- -------------------------------------------------------------------------------- Linking - --------------------------------------------------------------------------------

Bibliographic Linking within an Article

      This scenario illustrates how a user would link to and from bibliographic       information contained within an article.

      1.    Reference links: Reference citations within all articles will be             linked to bibliographic references (or endnotes.) When the user             clicks on the citation in the article, a page showing the complete             listing of references for that article will be displayed.

      2.    Database links: When the user clicks on the MEDLINE link, s/he will             be shown the corresponding MEDLINE abstract for the cited article,             if the journal is indexed for inclusion in MEDLINE. (Similar             functionality will exist with ISI Web of Science).

      3.    Full text/Journal subscription purchase option: If full text is             available for the cited reference, it will be offered for purchase             at this point; journal subscription purchase may be offered as well.             Abstracts will also be available from the references. These purchase             options will be displayed along with pricing information. If the             user is not a subscriber to the cited journal, and chooses to             purchase the article, or subscribe to the journal, new pages

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        9

USER SCENARIOS                                  DELIVERY OPTIONS OTHER THAN HTML - --------------------------------------------------------------------------------

            leading them through the purchase process will automatically be             shown. (See Single Document Purchase and Additional Subscription             Purchase above.)

      4.    Subscription tracking: If the user is already a subscriber to the             journal that contains the selected article, the user will be             informed that they may access the article free.

      5.    Other reference options: All articles will also contain a side bar             which lists (and links to) other full text articles available within             the Blackwell/Munksgaard collection that references this article             (forward bibliographic references).

      6.    In Press Bibliographic Links: Links will not exist to bibliographic             references that are still in press. However, the system will check             regularly to link them once the article has been published.

      7.    Exit from abstract: The user will also be able to return to the             previous article from the abstract.

Related Information Links

      When viewing an article, the user will be provided with a side bar that       outlines several related links pertaining to the article they are       currently reading. In this scenario, we highlight some of the different       types of links that may be offered.

      1.    Author listing: The names of all authors of the current article will             be provided as links. When the user clicks on the link of a selected             author, s/he will be presented with a listing of other articles             written by that author. These titles will be linked to the             corresponding abstract and/or full text. If available, full text             purchase and/or PDF versions of the selected article will be             offered.

      2.    Related articles by subject: A listing of related linked subject             areas will also be provided. When the user clicks on these areas,             s/he will receive a listing of related articles searched by MeSH             headings and keywords.

      3.    Related published information: Users interested in reading other             published information related to the chosen article will find that             the side bar provides them with links to:

            a. Correspondence (letters, editorials, etc) pertaining to that             article

            b. Errata (article addenda, corrections, etc.) pertaining to that             article

      4.    Services: The user will also be able to take advantage of certain             services. One service will be the ability to email the URL of a             chosen article to a colleague. When the user chooses this option,             s/he will be presented with a page to enter an email address, and a             send button.





- -------------------------------------------------------------------------------- Delivery Options Other than HTML - --------------------------------------------------------------------------------

Downloading PDF

      For those full text articles available in PDF format, the user will be       given the option of PDF downloading.

      1.    Linked PDF option: On the article page, a link offering the PDF             option will be found. The users will have the option to download the             PDF file or have it emailed to them. If the user choose to download             the document they will be prompted to save it.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       10

USER SCENARIOS                                               SUBSCRIBER FEATURES - --------------------------------------------------------------------------------

      2.    Adobe instructions for downloading: If the user does not have             Acrobat installed, the download page will explain the need to             install the Acrobat plug-in. A link to Adobe for detailed             instructions on how to install the plug-in will be provided.

            If the user does not wish to download Acrobat at that time, the user             will be prompted to download to their hard drive. They may open the             PDF document after Acrobat has been downloaded at their convenience.

Fax Delivery

            Users who want the benefits of how an article appears in PDF, but             who do not wish to download the article in this format, can request             fax delivery of the article for an additional charge.

      1.    After confirming that the user wishes to purchase an article (or in             the case of subscriptions, displaying the record on screen), the             user selects the method of displaying the article: HTML, PDF, or             Receive via Fax. Because this is a premium option, the user will             be asked to confirm the additional fees for fax delivery.

      2.    The user then supplies their fax number.

      3.    To keep costs low, the article is relayed to a commercial fax             service, such as FaxNet, which sends the information via Web-based             fax to the user.

- -------------------------------------------------------------------------------- Subscriber Features - --------------------------------------------------------------------------------

User Access to their Custom Page

      Another free feature offered to Blackwell/Munksgaard subscribers is a       custom-designed page which will provide them with information tailored to       their unique areas of interest, as well as accounting of their       subscription plans and other services. The following are highlights of       features that may be offered to subscribers.

      1.    Initial log-in: The user accesses the Blackwell/Munksgaard Journals             home page. From this page there is a login link that requires the             user to enter their user name and password (if they are unable to             remember their user name and password, they may enter their email             address, which will then provide them with the correct login             information via return email). Once the correct information has been             entered, subscribers are brought to their custom page.

      2.    Custom Page features: The custom page will provide the user with:

            a. Subscription information: All subscription information pertaining             to the user's account will be provided, including: names of journal             subscriptions (listed and linked), pricing of each subscription, and             the duration of subscription.

            b. Updates on new content: Each subscriber will be provided with             updates on new content that correlates to their specified area(s) of             interest. This includes new journal articles, correspondence, news,             etc.

            c. Customer Service: Users can choose to change their password,             subscriptions, credit card information, etc. by accessing the             customer service area at any time. Users may also email questions             regarding their subscription in this customer service area.

            d. Searching: The user will have a variety of methods to track and             save searches from the custom page, including:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       11

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------





                  i) Entering searches from various journal sets (e.g., searches                   of just Blackwell/Munksgaard journals, or all journals in a                   related subject area.)

                  ii) Saved searches: The user will have the ability to view the                   last five documents reviewed or the last five subject area                   searches conducted.

                  iii) Collaborative filtering: In the future once an article                   has been read, a user may choose to review which related                   articles have been read by other users. A listing of the most                   frequently accessed articles in the topic will be provided.

                  (For a more detailed description of the searching                   capabilities, see the Searching category below.)

            e. Promotions and advertising: The user will be notified in the             Custom Page of any promotions that may be of interest (i.e.,             discount rates, product offers, society notices, etc.) In addition,             users will be able to view advertising pertaining to their interests             on this page.

            f. Interactive communication: This area will contain features that             allow users to communicate via email with Blackwell/Munksgaard. This             may be used, for example, to post notices of errata for articles. A             mechanism for acknowledging these notices will also be provided.

- -------------------------------------------------------------------------------- Journal Features - --------------------------------------------------------------------------------

      The following scenarios pertain to organization of the journals and their       various components on the Blackwell/Munksgaard site.

Journal Page

      Users will be able to access information pertaining to subscriptions and       other publisher information directly from the journal pages, which will be       customized for each specific journal. We recommend that these pages follow       a standardized format, including links to the following (where       applicable):

      a)    Publisher's home page: A link will bring the user to the home page             of the appropriate publisher of the journal, either             Blackwell/Munksgaard Science Ltd., Blackwell/Munksgaard Science             Inc., or Munksgaard.

      b)    Society's home page: If the journal is published for a society,             users will be able to directly link to the society's home page

      c)    Journal information: Information regarding publication cycles and             other publication information will be provided via this link.

      d)    Journal subscriptions: If a user wishes to find detailed information             about subscribing to journals, this link will bring them to a page             which will provide pricing information, etc.

      e)    Journal listing by publisher: This link will provide the user with a             complete listing of journals, categorized by publisher

      f)    Listing of available back issues: For users wishing to search             previous journal issues, this link will show a listing of back             issues available

      g)    Current table of contents: Users will be able to quickly access the             most current table of contents from this link

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       12

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------

      h)    Submission information: Prospective authors will find author's             guidelines and other submission information at this link

      i)    Letter to the editor via email: Users who wish to contribute             opinions to the journal editor will be able to link to a pop-up             email window, and send correspondence via email. This is optional.

      j)    Email to support: This link will provide users with the opportunity             to ask questions or request information from support staff via email

      k)    Copyright statements: All pertinent copyright information and legal             disclaimers will be provided via this link

Issue Listings

      Issues will be displayed in the following manner:

      a)    Organization of journals: Journals will be organized by volume,             beginning with the most recent publication, and then catalogued in             descending chronological order, grouped by year.





      b)    Supplements: Any supplemental issues will be grouped with the             appropriate volume.

      c)    Listing by topic or theme: Each journal listing will also indicate             relevant topics or themes and page ranges where applicable.

      d)    Accessibility: Users will be able to access these journal volumes             from both their custom pages, as well as journal cover pages.

Table of Contents

      Tables of Contents will be displayed in the following format:

      a)    The table of contents list the articles published in the issue by             page number

      b)    Each article listed contains the title (or title abbreviation for             longer titles), primary author(s) as well as page numbers.

      c)    From the article listing there will be links to the abstract, full             text, PDF versions of the article and supplemental information.

      d)    Prices of the full text and PDF versions may also be listed.

Abstract

      All Blackwell/Munksgaard journal abstracts will be displayed in the       following format:

      a)    Title

      b)    Source

      c)    Author

      d)    Abstract

      e)    Address

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       13

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------

      f)    Keywords

      g)    Article Type (Case report, review, rapid publication, original             article).

      h)    If applicable, both the MEDLINE Unique Identifier and MeSH terms             will be available

Full Text

      As users read full text documents, they will be able to access the       following feature enhancements:

      a)    Linked references: References cited within the body of the article             will be linked to the bibliographic references (endnotes) for that             article. A link from the bibliographic reference to the abstract             (pulled from secondary databases, reference databases), if             available, is provided. If the corresponding article is available             online in the Blackwell/Munksgaard collection, a link to the             full-text with option to purchase will be provided.

      b)    Publication listing by author: All primary authors of the article             will be listed. The name of each author will be linked so that if             the user selects the author's name, a listing will be provided of             other available articles written this author. Again, these articles             in turn will be linked to their corresponding abstracts. If the             corresponding article is available online in the             Blackwell/Munksgaard collection, a link to the full-text with option             to purchase will be provided.

      c)    Link by keywords: The user will be provided with an option to search             for other related articles by keyword.

      d)    Email option: If a user would like to send a link to the abstract to             a colleague, an email window will be available. The user only needs             to type in the destination email address, and an automatic message             providing the article title and corresponding URL of the abstract             will be sent.

      e)    Supplemental Information: Links to supplemental information related             to the article will be presented if the information is available.

Email version of Table of Contents

      A valuable reminder of newly released publications is the table of       contents email option. If users choose this feature (usually done during       subscription registration and payment), they will be sent the new table of       contents for each journal to which they have subscribed. This feature will       be available to both subscribers as well as non-subscribing users.





      This scenario shows what a user can do after receiving an emailed version       of the table of contents. The scenario has two parts: one for text-based       email, the other for HTML enabled email.

Text Email

      1.    Receipt of email announcement: User receives an email message and             opens it in their email reader.

      2.    Table of contents listing: The message contains the table of             contents of the newly published issue of the journal.

      3.    URL linking: The email contains the URL for the Blackwell/Munksgaard             site. This link will be live in most email readers, and will bring             the user directly to the online version of the table of contents.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       14

USER SCENARIOS                                                         SEARCHING - --------------------------------------------------------------------------------

      4.    Article linking: Once the user accesses the table of contents, s/he             will find that all titles are linked to abstracts and the online             full text article.

HTML Email

      1.    Receipt of email announcement: The user receives an HTML based email             message, and opens it in their HTML enabled mail reader (e.g.,             Outlook Express, Outlook 98, Netscape 3.x and higher).

      2.    Table of contents: The message contains the complete table of             contents, and may be viewed exactly as it would look on the web             site.

      3.    URL linking: The email contains the URL for the Blackwell/Munksgaard             site. This link will be clickable in most email readers, and will             bring the user directly to the online version of the table of             contents.

      4.    Article linking: Once the user accesses the table of contents, s/he             will find that all titles are linked to abstracts and the online             full text article.

- -------------------------------------------------------------------------------- Searching - --------------------------------------------------------------------------------

      The capacity to search using a variety of keywords and subject headings is       of critical importance to users, and is an especially important feature of       the Blackwell/Munksgaard site.

      Users will have the ability to select which set of journals to search.       Some example sets are: All Full Text Journals, All Subscribed Journals,       and Journals by particular Publisher. Searches that return a single       document will forward the user to the abstract or full text if they have       access to the full text.

      The following scenarios outline several ways in which a subscriber may       search for content. In addition to offering different types of searching       mechanisms (i.e., quick searches through advanced searches), users will       also be able to access the searching capability from various areas of the       site. The following scenarios outline some of the search possibilities.

Quick Search

      A Quick Search enables the user to search on a topic (e.g., insulin       pumps) and obtain a listing of areas where this topic is cited.

      1.    From custom page: From the custom page, users would enter a keyword             or phrase in the quick search box. The user would select the All             Subscribed journal set, and then submit the query.

      2.    Results: The search returns a listing of all articles; each linked             to the full text, PDF, and the abstract where available.

      3.    Save Query: On the results page, the user would have the option of             saving the query. This adds the query to the user's customized page.

Searching Full Text

      Another option is to search the entire full text of a document for       specific terms. The following is a sample of how this search could be       conducted from the user's custom page.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       15

USER SCENARIOS                                                     CUSTOMER HELP - --------------------------------------------------------------------------------





      1.    Advanced search option: The user selects the advanced search option             from the search box.

      2.    Document choice: The user decides to view only abstracts; s/he             selects this choice from the pull down list of available fields to             search.

      3.    Subject choice: The user chooses the keyword or phrase they wish to             search, (e.g., lispro or Humalog), and enters it into the advanced             search form. This criterion is then added to the query.

      4.    Journal choice: The user then selects the journal set to search, and             selects the All Full Text Journals option. The query is then             submitted.

      5.    Results: The results contain a listing of all full text articles             available that match the user's search criteria. Included in this             list is the price of each full text document that references these             keywords, with the option to download. In addition, the entries that             the user has subscription access to would be noted. Results can be             ordered by relevancy, date, author and journal title.

            The user has the ability to save the query.

Finding an Article Cited Elsewhere

      This scenario provides the user with HealthGate's Citation Finder       Technology. It allows a subscriber the ability to quickly locate the       abstract (and the full text if available) from a bibliographic reference.

      1.    Access from custom page: From the registered subscriber's customized             page, s/he selects the Citation Finder option. The Citation Finder             page is pre-loaded and has a field for entry of the citation. The             user can either input the citation information or copy and paste             it into the appropriate fields. The Citation Finder does not require             information in all fields to execute a search successfully.

      2.    Search criteria: The user then selects the fields, or information,             which s/he wants to search. Examples of these fields include author,             journal name, year, volume, issue, article title, and all fields.             For this example, the user selects author, article title, and             journal name.

      3.    Results: The user submits the query. If an exact match is found, the             abstract will be provided. If not, the user is presented with a list             of matches from which to select.

- -------------------------------------------------------------------------------- Customer Help - --------------------------------------------------------------------------------

      Blackwell/Munksgaard will have administrative access to these features.       All access will be recorded to monitor any possible abuse.

Forgotten Password

      When a user forgets his/her password, the system provides a mechanism for       the user to look up and find their password without calling customer       service. This scenario shows how that is accomplished:

      1.    On the login page, a user who has forgotten their password selects             the link forgotten password.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       16

USER SCENARIOS                                                     CUSTOMER HELP - --------------------------------------------------------------------------------

      2.    The user is asked to complete a form where the required information             is user name, first name, and last name.

      3.    The system will search the user database to see if there is a match.             If there is a match, the system will send the user's password to the             email address on file. The system will then tell the user that their             password is being sent to them via email.

      4.    If there is not a match, the system will prompt them to try again or             allow them to search for user name and password.

Forgotten User Name and Password

      When a user forgets his/her password, the system provides a mechanism for       the user to look up and find their password without calling customer       service. This scenario shows how that is accomplished:

      1.    On the login page, a user who has forgotten their password selects             the link forgotten password.

      2.    If they do not remember their user name, the user is prompted to             enter their first name, last name, and email address.

      3.    The system will compare the information supplied by the user against             the user database and email both the user name and password to the





            address on file if there is a match.

      4.    If there is not a match, the user is instructed to either try again             or contact customer service.

Changing Password

      Users often want to change their password. The system gives them an easy       way to do so.

      1.    From the user's personal profile page, the user selects the link to             Modify Profile.

      2.    The Modify Profile page will allow them to go to a change password             form.

      3.    This form will ask the user to type their current password, then             enter a new password. To confirm, the user is asked to type their             new password again.

      4.    Upon correct entry (the old password matched the one on file and the             two new passwords matched), the password will be updated and the             user will be told that the change has been made.

      5.    If the entry is not correct then the user will be prompted to try             again.

Changing Email Address

      Users often want to change their email address. The system gives them an       easy way to do so.

      1.    This feature is available in several places, such as the Modify             Profile page and the regularly scheduled email messages sent by the             system to the user.

      2.    From the Modify Profile page, the user would select a link to change             their email address. From an email message, the user selects the             link embedded in the email. When accessing the appropriate page via             the email link, the user will be prompted for user name and             password.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       17

USER SCENARIOS                                                CONTENT MANAGEMENT - --------------------------------------------------------------------------------

      3.    A form will ask for the users new email address (actually allowing             them to edit their old email address).

      4.    Upon successful entry, the email address is checked for validity and             an email message is sent the address for confirmation.

Changing Credit Card Number

      Users often want to change their credit card information on file. The       system gives them an easy way to do so. This method of updating the credit       card is also used when the credit card on file has expired. Customers with       expired credit cards are forced to enter a new credit card when they are       about to incur additional charges.

      1.    This feature is available from the Modify Profile page.

      2.    The user is connected to the secure server and asked to enter the             new credit card information.

      3.    The credit card is validated with a credit card clearing house.

      4.    If validated, the user is given a confirmation page.

      5.    If the card is not validated, the user is asked to try again.

Changing Other Information

      Users are able to change other information off the Modify Profile page       by selecting the appropriate link. Examples of other information that may       be changed are postal address, purchasing new subscriptions, and change       the format in which they received emailed information (HTML verses text).

- -------------------------------------------------------------------------------- Content Management - --------------------------------------------------------------------------------

Journal Setup

      The procedure to setup new journals and their initial entry into the       system must be initiated by Blackwell/Munksgaard. It is possible to setup       a journal manually or electronically. The manual procedure for setting up       a new journal entry is as follows:

      1.    The authorized Blackwell/Munksgaard employee establishes a             connection to the Administration side of the site.





      2.    When prompted, the employee enters the appropriate user             name/password and establishes a secure connection.

      3.    The employee selects the option New Journal and enters all             applicable information, such as title, copyright statements,             submissions, subscription, etc.

      4.    The employee enters Society information, if applicable, including             name, links, and board members.

Set Journal Price

      It is possible to setup a journal price manually or electronically. After       setting up the basic journal information, pricing criteria may be entered:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       18

USER SCENARIOS                                                CONTENT PUBLISHING - --------------------------------------------------------------------------------

      1.    The authorized Blackwell/Munksgaard employee accesses the             appropriate journal (the journal must be setup using the Journal             Setup before establishing the journal price) and selects the option             Journal Pricing.

      2.    The employee then assigns the price in multiple currencies, any and             all subscription plans, including rates for print companion,             electronic only, and Society membership.

      3.    The employee then assigns pricing for each of the selected             currencies.

Set Document Price

      1.    The default for all document pricing is established by             Blackwell/Munksgaard. The Blackwell/Munksgaard employee may override             the default and establish a special price for documents from a             specific journal title.

      2.    To override the default document price, the employee accesses the             appropriate journal (the journal must be setup using the Journal             Setup before establishing the document price) and selects the option             Document Pricing.

      3.    The employee then assigns the revised price in various currencies             for document delivery.

      4.    The price may be revised to the default at any time by accessing the             journal and selecting the option to Restore Default Price.

Template Submission

      Initially, templates will be hand loaded by HealthGate Data Corp. to       insure security and consistency.

      To accomplish this, an FTP location will be provided to allow templates to       be copied over and reviewed (and tested) prior to releasing them.

- -------------------------------------------------------------------------------- Content Publishing - --------------------------------------------------------------------------------

Issue Loading

      1.    Loading upon receipt: All content for a new issue is loaded upon             receipt in a single directory.

      2.    Identification: A form is completed which indicates appropriate             journal, issue, and volume. It is also possible to enter this             information electronically.

      3.    Back-up: Upon submission, the content is copied to the content             repository, before conversion. This allows it to be referenced in             the future.

      4.    Conversion: The content is then converted to our internal Extensible             Markup Language (XML) format.

      5.    Storage: The XML version is then stored in the content repository.

      6.    Parsing: The XML is then parsed to add more information, including             tags to link bibliographic information and related information.

      7.    Storage of parsed content: This parsed XML version is also stored in             the content repository.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       19

USER SCENARIOS                                                THIRD PARTY ACCESS - --------------------------------------------------------------------------------





      8.    Conversion to HTML: An Extensible Style Language (XSL) template is             used to convert the file to HTML.

      9.    HTML on staging: The HTML version is made available on the staging             server.

Issue Review

      1.    The issue is made available on the staging server

      2.    Email is sent to Blackwell/Munksgaard alerting the appropriate             personnel that the issue is available for review.

      3.    An employee wishing to review the issue would log on to the staging             server, and select the content they wish to review. This is limited             to authorized users only. Authorization is by group of journals.

      4.    The content is presented to them in the same way it is shown to an             end user. However, they also have access to a tool bar (in a frame).             The tool bar allows them to approve the content as well as adjust             some of the properties of the article.

      5.    They can change the price or approve the article for release.

Issue Release

      An issue will be released automatically on the assigned electronic       publication date if all the articles contained in the issue have been       edited and approved for release. Blackwell/Munksgaard will be alerted to       content that has not be reviewed after a predetermined amount of time.

      A Blackwell/Munksgaard employee would access the Journal Publishing       System, a secure area, and go to the System Control area.

      1.    A list of issues that are ready or awaiting publication would be             available. When an issue is selected, the listing of properties for             that issue will be presented.

      2.    The user would be able to adjust any of the properties.

      3.    To publish the issue, the user would set the publication date to the             following day.

- -------------------------------------------------------------------------------- Third Party Access - --------------------------------------------------------------------------------

General

      Creating an abstract-only export: To create an abstract-only export, a       Blackwell/Munksgaard employee will need to determine the list of journal       abstracts to be included for extract, the formatting of the extract, and a       user profile of which third parties will have access to the extract file.

      1.    Criteria: Once the above information has been determined, the             following information will need to be entered:

            a. Frequency of updating abstract information,

            b. Packaging method (tar, zip), push, pull or tape.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       20

USER SCENARIOS                                                         REPORTING - --------------------------------------------------------------------------------

      2.    Push extracts: For push extracts (extracts that are sent to someone             either via FTP or email), a user will have to enter the destination             email address, or the FTP server, directory, user name and password             to use.

      3.    Pull extracts: For pull extracts (extracts that require someone to             pull the content off the journal server), a user will have to enter             the user name and password that the third party will use to retrieve             the content.

      4.    Tape based abstracts: Tape based abstracts will be handled similar             to FTP pulls except that they would be loaded to tape and sent via             postal service.

Abstracts Only (Headers)

      Some customers want the abstracts only. This will allow bibliographic       database to receive the information in electronic form rather than having       to re-key the documents. Ideally, all databases would also receive       information pointing them to the full text version of the documents. The       directory structure will also be included with this abstract. It is       possible to create a different directory structure and will have to be       handled on an ad-hoc basis.

      This scenario will be completed upon the supply of the final version of       the Blackwell/Munksgaard DTD.





Abstracts and PDF (Headers and PDF)

      This type of export would use the same DTD as the abstracts only, but       would include a reference to the PDF file inside each header. This extract       would obviously also include the PDF files.

Full Text Blackwell/Munksgaard DTD

      This export will take the Blackwell/Munksgaard SGML files in full as well       as graphic files and PDF files.

Full Text in Ovid's DTD

      This export will convert the full text to Ovid's DTD and includes the       graphic files and PDF files.

Delivery Options for Third Parties

      Third parties will have the option to receive information via HTTP, FTP       (either sent to them or picked up), tape (4mm, 8mm, DLT) or CD-ROM.

- -------------------------------------------------------------------------------- Reporting - --------------------------------------------------------------------------------

      This section defines some of the reports available to       Blackwell/Munksgaard. It is expected that customization of reports will       continue to be refined over the duration of the project. This will allow       both HealthGate and Blackwell/Munksgaard to make necessary adjustments. As       a future direction HealthGate will provide direct access to the SQL       database (via ODBC or similar methods).

User

      Each time an authorized user logs on, information regarding their usage,       purchases and transactions will be tracked. From this data, reports may be       compiled to include the following:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       21

USER SCENARIOS                                                       INTEGRATION - --------------------------------------------------------------------------------

      o     Last usage: This information indicates when the user last accessed             the system

      o     Number of subscriptions per user: Will list how many subscriptions             and the title of each journal subscription that the user has bought

      o     Number of documents delivered (excluding subscriptions): The number             of documents (such as full text articles, etc.) purchased by the             user will be reported

      o     Number of documents read within a subscription: This will provide a             feature unique to the online medium; for the first time, editors             will be able to track which articles were viewed with the most             interest by their readers within a subscription.

      o     Accounting of all charges: Reports will have the capacity to reflect             accounting of all accrued charges by subscribers, document delivery,             etc.

Content

      Each time an article is accessed by an authorized user, information       regarding usage, purchases and transactions will be tracked. These reports       could be grouped by abstract, article, issue, volume, journal and       publisher. From this data, reports may be compiled to include the       following:

      o     Number of documents read by subscribers: The number of times each             document (full-text article) from a specific issue is accessed by             subscribers

      o     Number of documents read by non-subscribers: The number of times             each document (full-text article) from a specific issue are             purchased by non-subscribers

      o     Advertisements shown per issue: The specific advertisement and             number of times displayed from each issue.

      o     Accounting of all charges: Reports will have the capacity to reflect             accounting of all accrued charges by subscribers, document delivery,             etc. associated with a specific issue

      o     Title and number of subscriptions: The number of subscriptions for             each journal

- -------------------------------------------------------------------------------- Integration - --------------------------------------------------------------------------------

HeathMill or Other Subscription Systems to HealthGate Connection





      On a regular basis, the following information will be transferred to the       publishing system. The information will be in a format to be determined.       Each user record can include the following information:

      o     User Information

            o     Update/Add/Delete Flag

            o     HeathMill Account Number

            o     Name (first, middle, surname)

            o     Address Information

            o     Email Address

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       22

USER SCENARIOS                                                       INTEGRATION - --------------------------------------------------------------------------------

      o     Contracts (Subscriptions)

            o     Account Number

            o     Group, Society, and type of membership

            o     Expiration Date

            o     Start Date

            o     Volume and Issue Start

            o     Volume and Issue End

      o     Journal List

            o     Short Code

            o     Subject Code

            o     ISSN Electronic Version

            o     ISSN Print

            o     Price Band

HealthGate to HeathMill or Other Subscription Systems

      HealthGate will send back to HealthMill the user and subscription       Information from above.

Integration to JPMS

      For integration to JPMS, the Publishing System will send messages each       time an issue completes the following stages:

            o     Received

            o     Loaded

            o     Staging

            o     Review Complete

            o     Live

      These messages will contain the following information:

            o     Message Code (Received, Loaded, Staging, Review, Live,                   Deleted)

            o     ISSN (both electronic and paper)

            o     Journal Short Code

            o     Volume

            o     Issue

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       23

USER SCENARIOS                                                      FUTURE ITEMS - --------------------------------------------------------------------------------

            o     Date

            o     Scheduled Publication Date

            o     Actual Publication Date (if known)





      In the event that an article is withdrawn, a message containing the       following will be sent:

            o     Message Code (Staging, Review, Live, Deleted)

            o     ISSN (both electronic and paper)

            o     Journal Short Code

            o     Volume

            o     Issue

            o     Article

            o     Page range

            o     Date

Integration with Blackwell/Munksgaard Web Site(s)

      The system will provide an interface to access table contents, abstracts       and full text articles programmatically. The interfaces will require the       following information:

            o     ISSN (either electronic or print) or Blackwell/Munksgaard                   Journal Code

            o     Volume

            o     Issue

            o     Page or Article Title (only for abstract and full text)

      The interface will be similar to the following:

      http://servername/abstract?issn=1234-123456&volume=2&issue=3&page=5

- -------------------------------------------------------------------------------- Future Items - --------------------------------------------------------------------------------

      This section contains a list of features, which HealthGate will deliver       outside of the deadlines agreed upon in the contract. Some of these items       may have additional charges due to licensing of software and content.

      In the future HealthGate will provide the following features:

      o     Electronic forums at the Journal Level.

      o     Links to pharmaceutics, company names, people, and software.

      o     Method of linking terms to encyclopedias.

      o     Delivery of equations in a format that Mathematica can use.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       24

USER SCENARIOS                                                      FUTURE ITEMS - --------------------------------------------------------------------------------

      o     The system will provide the ability to check whether a user is             concurrently logged on from multiple locations to prevent fraudulent             use.

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       25

                                   SCHEDULE 2

Use Fees

HealthGate will charge for Downloads of the material, as follows:

Type of User               Fee per Download    Max. per User/Title/Year - ----------------------------------------------------------------------- Institution:               $0.10               $20.00 Individual:                $0.05               $10.00 Member:                    $0.01               $1.00

Download is defined as retrieval of a full-text article, there will be no charge for searching and browsing of tables of contents and abstracts. These usage charges will be billed on 1 January, 1 April, 1 July, 1 September and 31 December 1999, on payment terms of 60 days. 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

A: If HealthGate fails to complete the System development by the System             Completion Date, unless such failure results from the Publishers'             default in performing its obligations under this Agreement or from             an extension of time agreed in writing, the Publishers may in their             discretion notify HealthGate accordingly, and if such failure is not             remedied within 28 calendar days, HealthGate, recognising the loss             caused to the Publishers, will on demand from the Publishers pay to             the Publishers a sum calculated at the rate of 1% of the value of             the contract in respect of every 28 days which elapse from the             System Completion Date to the actual date of completion of the             System. Such sums of money will be paid by HealthGate to the             Publishers not as a penalty but as and for the ascertained and             liquidated damages owing and payable by HealthGate to the Publishers             by reason of such failure to meet the System Completion Date.
****
Q: Exhibit 1.2 SERVICES AGREEMENT This Services Agreement (Services Agreement or Agreement) is entered into as of the date noted below (the Effective Date) between StartEngine Crowdfunding, Inc., a Delaware corporation (Company), and Solutions Vending International, Inc a ___ DE corporation (Customer or you). 1. Services Company agrees to make available to Customer the ability to present information with respect to its securities offering (the Offering) to Users, and to permit Users to create and manage online accounts, view information regarding the Customer, indicate interest in the Offering, and to subscribe to the Offering by signing a subscription agreement or similar instrument and transmitting payment instructions (together, the Services). A User means a natural person, corporation or other entity that has established an account on the Company's website. 2. Fees and expenses a) Generally In exchange for the Services, you shall pay the Company the then applicable fees and expenses set out below. The Company reserves the right to change the applicable charges and to institute new charges and fees at the end of the Initial Term (as defined below) or then current renewal term, upon 30 days prior notice to you. If you believe that the Company has billed you incorrectly, you must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to contact@startengine.com. b) Monthly Fees and Billing The Company will bill you monthly for the Services. You authorize the Company to instruct Prime Trust or any escrow agent used by Company to deduct such fees, debts and any other amounts liabilities incurred under this Service Agreement, prior to releasing any amounts due to you or to any other person (including another escrow agent) from escrow. Amounts which remain unpaid for 30 days are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. You shall be responsible for all taxes associated with Services other than U.S. taxes based on the Company's net income. c) Transaction Fees Company's transaction fees depend on the method of payment (e.g. ACH-US or WIRE-US). ACH transaction: $1 Wire: $15 d) AML Fees AML fees are charged per User per initial transaction. AML: $2 AML UK: $5





e) Reimbursable expenses You shall reimburse the Company for the following expenses: (i) All credit card charges charged to the Company by its third-party credit card processor. (ii) All transaction fees charged to the Company or its affiliates by its third-party transaction processor. (iii) Escrow agent fees charged to the Company or its affiliates by third-party escrow agents. (iv) Return fees as set out in Section 4 (Returns, Reversals, Disputes and Reserves) below. Credit cards: average is 3.5% (varies because it is a combination of fixed and a percentage charged by the credit card vendor) 2. Customer Representations and Warranties Customer represents and warrants to the Company that then executed and delivered by Customer, this Service Agreement will constitute the legal, valid, and binding obligation of Customer, enforceable in accordance with its terms. 4. Returns and Reversals a) Returns and Reversals User transactions debited from bank accounts via ACH are subject to returns (e.g., non-sufficient funds) and reversals from chargebacks (e.g., unauthorized activity) per the Electronic Fund Transfer Act (15 U.S.C. 1693 et seq. as may be amended), Regulation E, and NACHA guidelines (collectively, such returns and reversals are Reversals). The Company will work to protect Customer and the receiving Users from unwarranted Reversals; however, Customer acknowledges and agrees that: i) Customer is liable for all User Activity and Reversals associated with User Activity; ii) If Company's agent receives a Reversal, the Company may in its sole discretion charge Customer the full amount of the Reversal (Reversed Payment) plus an additional $7 reversal fee (Reversal Fee and collectively the Reversal Liability); iii) The Company has sole discretion to determine who is at fault and liable for the Reversed Payment and Reversal Fee; iv) Customer authorizes the Company to take any of the following actions (in any particular order): (i) collect the unpaid portion of the Reversal Liability from funds sent to your third party escrow account; (ii) debit your bank account in the amount of the unpaid portion of the Reversal Liability; (iv) engage in collection efforts to recover the unpaid portion of the Reversal Liability and/or (v) take legal action or any other action under this Service Agreement. 5. Term and Survival a) Subject to earlier termination as provided below, this Service Agreement is for the total duration of the Company's Offering (the Initial Term) unless either party requests termination at least 30 days prior to the end of the then-current term.





b) Additionally, either party may terminate this Service Agreement in the event: i) The other party's material breach that remains not cured and continues for a period of (A) in the case of a failure involving the payment of any undisputed amount due hereunder, 15 days and (B) in the case of any other failure, 30 days after the non performing party receives notice from the terminating party specifying such failure; ii) Any statement, representation or warranty of the other party is untrue or misleading in any material respect or omits material information; iii) The other party (A) voluntarily or involuntarily is subject to bankruptcy proceedings, (B) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, or similar official, (C) makes a general assignment to creditors, (D) commences winding down or liquidation of its business affairs, (E) otherwise takes corporate action for the purpose of effecting any of the foregoing, or (F) ceases operating in the normal course of business; iv) If any change to, enactment of, or change in interpretation or enforcement of any law occurs that would have a material adverse effect upon a party's ability to perform its obligations under this Service Agreement or a party's costs/revenues with respect to the services under this Service Agreement; v) Upon direction to a party from any regulatory authority or National Automated Clearing House Association to cease or materially limit the exercise or performance of such party's rights or obligations under this Service Agreement; vi) If there shall have occurred a material adverse change in the financial condition of the other party; or vii) Upon a force majeure event that materially prevents or impedes a party from performing its obligations hereunder for a period of more than 10 business days. StartEngine Crowdfunding, Inc. Customer: By: /s/ Dawn Dickson, By:Dawn Dickson, CEO and Founder Date: 08/19/2019 /s/ Howard Marks Howard Marks CEO 
Question: Highlight the parts (if any) of this contract related to Expiration Date that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?

A: Subject to earlier termination as provided below, this Service Agreement is for the total duration of the Company's Offering (the "Initial Term") unless either party requests termination at least 30 days prior to the end of the then-current term.
****
Q: EXHIBIT 10.2

[LOGO AMERICAN EXPRESS]               INCENTIVE               SERVICES

--------------------------------------------------------------------------------                               RESELLER INFORMATION

Company Name: Schoolpop, Inc. Address:3885 Crestwood Parkway, Suite 550

City: Duluth                                    State: GA             Zip: 30096 Contact Name: Paul Robinson Phone: 770-638-5101                             Fax:  770-638-5101 TAX ID #:                                       E mail Add:                                                 probinson@Schoolpop.com

AMERICAN EXPRESS INCENTIVE SERVICES STORED VALUE PRODUCTS                                RESELLER AGREEMENT

This Distribution Agreement (the Agreement) is entered into by and between American Express Incentive Services, L.L.C., a Missouri limited liability company (AEIS), and its Reseller, Schoolpop, Inc., a Delaware corporation (Schoolpop). This Agreement is effective as of August 1, 2004, (the Effective Date) and shall terminate on July 31, 2009, (the Termination Date) unless earlier terminated or extended as provided for herein.

The following points outline this agreement:

1.       PURPOSE

Under and subject to the terms of this Agreement:

a.       AEIS will provide Schoolpop for resale the following stored                   value cards: Encompass(R) Select, Persona(R) Select, Fill It                   Up(R), and Be My Guest(R), and any other stored value products                   developed by AEIS and mutually agreed upon by both parties,                   (Cards). The Cards shall be sold only to those of                   Schoolpop's clients and prospective clients (the Clients),                   in the United States who are nonprofit organizations, (NPO                   Marketplace), which are defined as organizations that are (i)                   a school, (ii) an organization formed as not-for-profit under                   its charter documents, or (iii) an organization related to (i)                   or (ii) such as a participating school's Parent Teacher                   Organization or other similarly related organization.

b.       Period One shall mean the Effective Date through the date that                   Schoolpop has met all of the Security Requirements as such                   term is defined herein and has received approval from AEIS to                   assume all Card inventory, distribution and fulfillment                   responsibilities as currently managed by AEIS. Period Two                   shall commence with the end of Period One through the                   Termination Date.

2.       EXCLUSIVITY

a.       Schoolpop shall have the exclusive right to resell Cards in                   the NPO Marketplace. Notwithstanding the foregoing, Schoolpop                   shall fund from AEIS a minimum of $52,000,000 of Cards (the                   Guaranteed Minimum) in each Contract Year in order to                   maintain the exclusive right to sell Cards in the NPO                   Marketplace. A Contract Year shall be the period of August 1                   through July 31 of the succeeding year. In any Contract Year                   in which Schoolpop fails to fund the Guaranteed Minimum, AEIS                   shall have the right, in its sole discretion, to (a) terminate                   the Agreement or (b) revoke the exclusivity.

b.       In consideration of the exclusivity referred to above,                   Schoolpop shall pay AEIS a marketing rights fee (Marketing                   Rights Fee), of $1,250,000. The Marketing Rights Fee shall be                   paid in five (5) equal installments of $250,000 on March 15th                   of each year with the first such payment being due on March                   15, 2005 and with the final payment due on March 15, 2009.

c.       Schoolpop shall also pay AEIS a fee of $250,000, (the                   Encompass(R) Select Fee) as consideration for the right to                   sell the Encompass(R) Select Card through December 31, 2004.                   The Encompass(R) Select Fee shall be payable concurrently with                   the execution of this Agreement.

d.       Schoolpop understands and agrees that this Agreement does not                   grant Schoolpop any exclusive right to market the Cards or any                   other AEIS products and services outside of the NPO                   Marketplace. AEIS, on its own behalf, reserves the right to                   market its Cards and other products and services directly as

1

well as through additional firms on terms and conditions that                   it selects in its sole discretion, provided that no such sales                   shall take place within the NPO Marketplace.





3.       INVENTORY AND FORECASTING

a.       Schoolpop shall secure a physical location for maintaining,                   distributing, and fulfilling Card inventory no later than                   August 1, 2004 which location shall be subject to such                   security requirements (the Security Requirements) as shall                   be required by AEIS or American Express Travel Related                   Services, Inc. all as further set forth in the Trust Agreement                   attached hereto as Exhibit 1.

b.       Schoolpop shall effectively manage its Card inventory and                   Ordering schedule such that all Cards are resold and                   distributed to the Client with the following Card expiration                   lives (the Card Life) intact:

i.       Persona(R) Select - nine (9) months                   ii.      Encompass(R) Select, Be My Guest(R), Fill It Up(R) -                            three (3) months          The Card life of any Cards other than Cards specifically indicated in          b(i). and b(ii) above (New Cards), shall be mutually agreed upon in          writing.

c.       During Period One, Card expiration shall be determined by the                   date Schoolpop places an Order (the Order) and provides full                   payment and clearance of funding. During Period Two, Card Life                   shall be determined by the date Schoolpop places an Order.

d.       Should any Card expire or lose Card Life prior to                   distribution, Schoolpop shall assume all loss associated with                   the Card funding, if applicable, and shall pay AEIS a $2.00                   per Card destruction fee. Schoolpop shall not return such                   Cards to AEIS, and shall follow the destruction process as                   detailed in the Trust Agreement.

e.       Card Life shall be unaffected by the termination of this                   Agreement.

f.       From the Effective Date through September 30, 2004, Schoolpop                   may order non-standard Encompass(R) Select denominations                   (other than 25, 50, 75, and 100 Points) up to a maximum of 200                   Points. Such non-standard Encompass(R) Select denominations                   require eight (8) weeks to fulfill and must be ordered in                   boxes of 100 Cards of like denominations. Schoolpop shall                   discontinue reselling Encompass(R) Select Cards on December                   31, 2004 and shall effectively manage and forecast                   Encompass(R) Select Card needs to deplete such inventory as of                   December 31, 2004. In the event that any unsold Encompass(R)                   Select Cards remain in inventory by Schoolpop on December 31,                   2004, Schoolpop shall provide to AEIS, no later than January                   5, 2005, the Encompass(R) Select Card numbers, the respective                   expiration dates and denominations of the Cards. AEIS shall                   invoice Schoolpop for the applicable Card destruction fees                   which shall be payable by Schoolpop within thirty days (30) of                   receipt of invoice. Such Card list shall be submitted on a                   disk/CD and shall be sent via a form of shipment where                   signature is required upon delivery.

g.       Effective with Period Two, Schoolpop shall provide to AEIS a                   twelve (12) month sold Card forecast and Card inventory                   forecast (hereinafter defined). In addition, Schoolpop shall                   provide AEIS with a monthly forecast, no later than the third                   business day of each month, of the number of Cards to be sold                   to its clients, (Sold Card Forecast) as well as the number                   of Cards to be stocked in inventory, (Card Inventory                   Forecast), (collectively referred to as the Forecasts) for                   the month, ninety-days out. For example, Schoolpop shall                   provide AEIS with the Card Inventory Forecast and Sold Card                   Forecast in August for the month of November. The Forecasts                   will be relied on, (Locked) at the time they are reported.

h.       Changes to the Forecasts within the Locked period are                   expected. However, any changes to Locked Forecasts will not                   impact any applicable penalties as detailed below in                   subsections (i) and (j). AEIS will place reliance on the                   Forecasts provided by Schoolpop to align resources and ensure                   adequate production, fulfillment and customer service                   capabilities. Schoolpop shall provide AEIS with any changes to                   the Locked Forecasts on a monthly basis including any                   respective changes to either Forecast for the remaining twelve                   (12) month period.

i.       In any consecutive three (3) month period in which the                   difference between the Card Inventory Forecast less the actual                   Card Order volume for that period is a shortage of ten percent                   or greater (10%+), AEIS reserves the right to assess a                   penalty, (Card Inventory Penalty) of sixteen and one-half                   cents ($0.165) per Card for such difference as detailed in                   Examples 1 and 2 below.

---------------------------------------------------------------------------------------------            EXAMPLE 1            --------------- --------------------- ------------------ ------------------ -----------------                            FORECAST PERIOD       ACTUAL VOLUME      FORECASTED VOLUME  DIFFERENCE            --------------- --------------------- ------------------ ------------------ -----------------





                MONTH 1         10/1/04-10/31/04      8,000              10,000             (2,000) 20%            --------------- --------------------- ------------------ ------------------ -----------------            MONTH 2         11/1/04-11/30/04      8,500              10,000             (1,500) 15%            --------------- --------------------- ------------------ ------------------ -----------------            MONTH 3         12/01/04-12/31/04     8750               10,000             (1,250) 12.5%            ------------------------------------------------------- -------------------------------------            PENALTY                                                 4,750 X $0.165 = $783.75            ---------------------------------------------------------------------------------------------

2

---------------------------------------------------------------------------------------------            EXAMPLE 2            --------------- --------------------- ----------------- ------------------- -----------------                                                                                     MONTH 1         12/1/04-12/31/04      10,500            11,000              (500) 4.5%            --------------- --------------------- ----------------- ------------------- -----------------            MONTH 2         1/1/05-1/31/05        10,000            13,000              (3,000) 23%            --------------- --------------------- ----------------- ------------------- -----------------            MONTH 3         02/01/05-02/28/05     12,000            12,500              (500) 4%            ------------------------------------------------------- -------------------------------------            PENALTY                                                 NO PENALTY            ------------------------------------------------------- -------------------------------------

j.       In any given month where the difference between the Sold Card                   Forecast less the actual Card activation volume, (Cards in                   Force) is a shortage of ten percent or greater (10%+), AEIS                   reserves the right to assess a penalty, the (Customer Service                   Penalty) which shall be calculated by converting Cards in                   Force into call volume minutes as follows:

i.       Cards in Force times the call to card ratio times the                            average handle time equals the total call volume                            minutes. AEIS will calculate the respective product's                            average year-to-date call to Card ratio and the                            average year-to-date handle time monthly to calculate                            the call volume minutes. For purposes of example, the                            year-to-date through August 2004, Encompass(R) Select                            average call to Card ratio is 2.43 and the average                            handle time is 4.0 minutes.

&sbsp;      ii.      Actual call volume minutes under 90% of the Card Sold                            Forecast will be charged at 90% of Locked Rolling                            Forecast at the standard rate of $0.50 per minute.                            Schoolpop's Customer Service Penalty shall be                            calculated at the difference between actual call                            volume minutes and 90% of Card Sold Forecast call                            volume minutes.

iii.     The Customer Service Penalty shall be calculated                            based upon the a) call volume minutes plus b) Cards                            in Force as detailed in the example below:

-------------- ------------------- ----------------- ----------------- --------------------------------                           FORECASTED CARDS    CALL TO CARD      TOTAL CARDS       AVERAGE HANDLING TIME                           IN FORCE            RATIO            -------------- ------------------- ----------------- ----------------- --------------------------------                                                                                   MONTH 1        10,500              2.43              255               4.00 minutes            -------------------------------------------------------------------------------------------------------            (10,500 x 2.43 = 255) x 4.00 minutes = 1020 Call Volume Minutes            -------------------------------------------------------------------------------------------------------                           ACTUAL CARDS IN     CALL TO CARD      TOTAL CARDS       AVERAGE HANDLING TIME                           FORCE               RATIO            -------------- ------------------- ----------------- ----------------- --------------------------------            MONTH 1        5,000               2.43              121               4.00 minutes            -------------------------------------------------------------------------------------------------------            (5,000 x 2.43 = 121) x 4.00 minutes = 486 Call Volume Minutes            -------------------------------------------------------------------------------------------------------            PENALTY: 90% x 1020 = 918, (918-486 = 432) x $.50 = $216 Total Penalty for the Month            -------------------------------------------------------------------------------------------------------

l.       Schoolpop shall pay AEIS all incurred penalties within thirty                   (30) days of receipt of invoice for such penalties by AEIS.

m.       At any given time during this Agreement, Schoolpop's inactive                   Card inventory shall be limited to $3,000,000 in Card value as                   determined by the Point denomination on each Card. This limit                 &sbsp; shall consist of a maximum Card value of $1,500,000 in                   Encompass(R) Select Cards and $1,500,000 Card value in any                   other product (s). Effective January 1, 2005, after which                   Encompass(R) Select shall no longer be available to Schoolpop,                   the maximum inactive Card value shall not exceed $3,000,000 in                   any combination of products at any given time. In the event                   that Schoolpop exceeds either of these limits, AEIS shall                   cease fulfilling Orders from Schoolpop until such time that                   Schoolpop's inventory returns to an acceptable level based on                   the established maximums.





n.       Any New Cards shall be excluded from the forecasting and                   penalty provisions of this Section 3 for the three (3) month                   period commencing on the date of the first order of such New                   Cards.

4.       CARD ISSUANCE

a.       Schoolpop agrees that it will review all requests for each                   Program requested by the Client and will use reasonable and                   customary business practices to qualify and recommend Clients                   proposed for a Program. Schoolpop shall take commercially                   reasonable efforts to ensure all information requested for a                   Client is true, accurate and correct.

b.       AEIS may, from time to time, provide Schoolpop with                   commercially reasonable qualification standards for Clients.                   Schoolpop shall not knowingly submit an Order to AEIS on                   behalf of any Client that does not meet any such standards.                   Schoolpop agrees that it will sell Cards only to Clients and                   only for use in connection with a bona fide fund raising                   program. Schoolpop will not knowingly sell Cards to any Client                   who does not meet any AEIS qualification standard(s) or to any

3

Client or potential Client that Schoolpop has reason to believe would          be unsatisfactory to AEIS.

c.       AEIS reserves the right at any time, with or without cause,                   with reasonable written notice to Schoolpop, to cancel or                   decline any Client's participation in the Program.

d.       AEIS may, at its sole discretion, decline to provide Cards to                   Clients.

e.       Cards are intended for use in the United States and must be                   designated for receipt of shipment within the United States.

f.       AEIS' designated vendor will be responsible for shipping Cards                   in accordance with Schoolpop's instructions.

g.       AEIS's designated vendor will ship the Cards as follows:

i.       During Period One, AEIS' designated vendor will use                            reasonable commercial efforts to ship the Cards as                            detailed below, following receipt and clearance by                            AEIS of Card Funding.

ii.      During Period Two, AEIS' designated vendor will use                            reasonable commercial efforts to ship the Cards as                            detailed below, following receipt of Card Order                            placed by Schoolpop.

The initial Order of (a) standard non-branded Cards                            within 5 business days after set-up; subsequent                            Orders, (b) of less than 5,000 Cards per day within                            three (3) to five (5) business days of receipt of                            Order; (c) forecasted Orders of 5,000 or more Cards                            per day within eight (8) to thirteen (13) business                            days of receipt of Order; and (d) non-forecasted                            Orders of 5,000 or more Cards per day within twenty                            (20) to thirty (30) business days of receipt of                            Order. All shipment timelines are subject to change                            without notice due to seasonal or unforecasted                            production volume and AEIS shall work with its Card                            production vendor and use reasonable commercial                            efforts to secure the most favorable shipment date                            commitment and shall notify Schoolpop accordingly.

h.       One point is worth one (1) U.S. Dollar ($1.00 USD) (Point).

i.       AEIS shall ship Cards in bulk shipment via its designated                   vendor to Schoolpop, F.O.B. Atlanta, Georgia. Schoolpop shall                   distribute to each Cardholder the Cardholder agreement as                   provided with each Card and which includes instructions on                   How to Use the Card. Should Schoolpop or its Client                   distribute Cards without such Cardholder agreement, Schoolpop                   shall indemnify and hold harmless AEIS, its parents,                   subsidiaries and their respective affiliates, officers,                   directors, employees and agents, against any and all Loss,                   hereinafter defined, that AEIS may incur or be subjected to as                   a result of such action, including, without limitation, any                   claims brought by any entity including but not limited to                   governmental entities and Cardholders.

j.       Purchases made with a Card having insufficient Points will be                   deemed a deniable transaction. The correct way to handle the                   purchase is described in the Cardholder agreement. If there is                   a purchase made on a Card where there are insufficient Points                   on the Card, the negative amount will be the responsibility of                   the person whose signature appears on the Card, as described                   in the Cardholder agreement.





k.       CARDS LOST OR STOLEN IN TRANSIT IN THE INITIAL SHIPMENT FROM                   AEIS WILL BE THE RESPONSIBILITY OF AEIS. The full risk of loss                   for ordered Cards shall pass to Schoolpop immediately upon                   their delivery to Schoolpop by AEIS and AEIS shall not                   reimburse Schoolpop or Client for any delivered Card that is                   lost, stolen, misappropriated, or that otherwise disappears or                   is fraudulently or inappropriately used (together referred to                   as Loss). Schoolpop shall remain solely liable for any Loss                   caused by the negligence or willful misconduct of its                   employees, agents or representatives after the shipment has                   been received by Schoolpop. AEIS will not reimburse Schoolpop                   or its Client or be responsible for any Loss in connection                   with or after delivery of Cards to Schoolpop, its Clients or                   the Cardholder whether they are shipped to Schoolpop, its                   Client, or to either of their pre-designated delivery agents.                   Only Cardholders are eligible to receive replacements from                   AEIS and replacements are given only in accordance with the                   agreement between the Cardholder and AEIS. Cards are usually                   shipped in packaging with AEIS' designated vendor as the                   return address. Notwithstanding the foregoing, AEIS shall bear                   no risk of Loss and of non-receipt of Cards by the intended                   Cardholder in the event that AEIS is instructed to use another                   address as the return address, the address provided to AEIS                   for Schoolpop or the Client was incorrect, the request for the                   Card was unauthorized, and/or any information received by AEIS                   with regard to the processing of the Order was fraudulent or                   incorrect.

l.       All agreements entered into between Schoolpop and its Clients,                   shall contain a provision substantially similar to the                   preceding Section 3 (k).

4

m.       During the term hereof, Schoolpop shall maintain at all times                   the following information with respect to Card resale and                   distribution to Client:

i.       For each box of Cards, or partial thereof, sent from                            AEIS's designated vendor to Schoolpop, the UPS(TM)                            Tracking number appearing on the shipping label of                            the box and the respective Card numbers for the Cards                            contained in the box (AEIS's shipping vendor shall                            include a list of Card numbers within each box.), and

ii.      The Client name and delivery date of each box of                            Cards or partial thereof, sent from Schoolpop via                            their designated shipping vendor, to the Client,                            including proof of signature and tracking number for                            the box, specific to Schoolpop's shipping vendor.

n.       Schoolpop shall comply with all applicable Federal, State and                   local laws concerning the use of Cards, including anti-money                   laundering and anti-terrorism laws, and currency control                   regulations. Schoolpop warrants it shall take measures to                   track information about its Clients which shall meet                   compliance requirements related to the above stated laws,                   track all Card shipment(s) to each such Client, and maintain                   appropriate records for its Clients for a period of seven (7)                   years after termination of the Agreement and to provide such                   records and other information to AEIS upon reasonable request                   and subject to applicable law. Schoolpop shall further inform                   in writing all of its Clients of their requirement to comply                   with all applicable laws concerning the use of Cards,                   including those laws stated in the previous sentence. School                   shall inform its Clients of the requirement to maintain                   records with respect to the Cards and Cardholders, and to                   verify the identity of Cardholders as required by law, to                   maintain records of the information used to verify each                   Cardholder's identity, to retain such records for at least                   seven (7) years following the date of distribution, including    &sbsp;              name, home address, Card number, and other identifying                   information, and the name, title and phone number of the                   individual responsible for maintaining such records, and to                   provide such records and other information to AEIS upon                   reasonable request and subject to applicable law. Schoolpop                   and Schoolpop's Clients shall establish and maintain an                   anti-money laundering program with an assigned compliance                   officer and compliance program. Details of such shall be                   provided to AEIS upon request. Schoolpop and Schoolpop's                   Clients shall not accept cash, coin or currency in exchange                   for Cards. Schoolpop shall indemnify and hold harmless AEIS                   its parents, subsidiaries and their respective affiliates,                   officers, directors, employees and agents, against any and all                   Loss that AEIS may incur or be subjected to as a result of or                   arising out of Schoolpop's failure to comply with such laws                   and regulations, including, without limitation, any Loss                   resulting from any claims brought by any entity including but                   not limited to governmental entities, unless due to the acts                   or omissions of AEIS. AEIS reserves the right, at its sole                   discretion, to monitor and enforce Schoolpop's compliance with                   all applicable laws and regulations, including but not limited                   to those contained in this Section 3 (n). Schoolpop shall                   monitor and use reasonable commercial efforts to enforce its





Clients' compliance with all applicable laws and regulations                   including, but not limited to those contained in this Section                   3 (n). All agreements entered into between Schoolpop and its                   Clients shall contain a provision substantially similar to                   this Section 3 (n).

o.       Schoolpop agrees that it will indemnify and hold AEIS harmless                   for any claims or losses resulting from its failure to comply                   with the requirements of Sections 4 (k), (m-n), unless due to                   the acts or omissions of AEIS.

p.       AEIS will not hold Schoolpop responsible for or seek to                   collect from Schoolpop any Loss caused by or resulting from                   any Cardholder's fraud, misuse, or negative balance                   transactions involving the Cards except to the extent such                   Loss was caused by Schoolpop's breach of a representation,                   warranty, or covenant of this Agreement or if Schoolpop (or                   Schoolpop's employees, agents or representatives) participated                   in or had knowledge of any deceptive, fraudulent or other                   illegal activity.

q.       Schoolpop acknowledges that Points must be used prior to the                   expiration date of the Cards. No refund will be made with                   respect to Points remaining on Cards at the time of expiration                   to Schoolpop, its Clients or the Cardholders, subject to                   applicable law. Schoolpop further acknowledges the Cardholder                   Agreement contains such notice to Cardholders.

5.       PAYMENT INSTRUCTIONS

a.       Effective Period One, Schoolpop shall provide full payment of                   Card funding via wire transfer for Orders placed through the                   end of Period One. AEIS shall fulfill such Orders upon receipt                   and clearance of funds.

b.       Effective Period Two, Schoolpop shall provide the full payment                   of Card funding via ACH Debit at the time Schoolpop requests                   activation of Cards. AEIS shall activate the Cards by loading                   the appropriate number of Points onto the Cards as determined                   by the denomination, and at which time the Cards shall be                   ready for use by Cardholders within two (2) business days.

5

c.       Schoolpop shall pay AEIS $25.00 each time a wire transfer is                   used for amounts under $5,000.

d.       The Schoolpop account number as detailed on Exhibit 3,                   attached hereto, must be on each form of payment along with                   the amount of funding to be applied to each account number.                   Failure to provide AEIS with this account number and funding                   detail may result in a delay in Funding.

e.       Schoolpop shall pay AEIS $15.00 for each returned ACH Debit                   payment.

f.       All instruments bearing funds for Cards should be made payable                   to American Express Incentive Services, L.L.C. AEIS' required                   payment method is in U.S. currency. AEIS reserves the right to                   decline payment made in any other currency.

g.       The following instructions should be used for Electronic                   Settlements to AEIS:

American Express Incentive Services                   c/o Bank of America                   Dallas, TX                   Routing/ABA #111000012                   Account #375-100-6936                   Reference:  XXXX  (Client Name and Account #)

All invoices for Schoolpop should be sent to the following                   address:

Schoolpop, Inc.                   Attn: Paul Robinson                   Address: 3885 Crestwood Parkway, Suite 550                   City, State, Zip: Duluth, GA 30096                   Phone #: 770-638-5101                   Fax #:  770-678-3334                   Email address: probinson@Schoolpop.com

Schoolpop agrees to notify AEIS promptly in the event the address or          contact for invoice submission changes.

6.       ORDERING INSTRUCTIONS

a.       Effective Period One, Schoolpop's designated contact shall                   place Orders by submitting data in an electronic document via                   email to AEIS.

b.       Schoolpop will be assigned a user name and password that will                   be used for identification when placing Orders using                   easyorder(TM). Schoolpop authorizes AEIS to accept and process                   Orders from anyone using Schoolpop's password. AEIS will have





no obligation or responsibility for verifying the identity of                   anyone using Schoolpop's password. Schoolpop shall have the                   responsibility of safeguarding Schoolpop's password and should                   not reveal its password to anyone. AEIS will not ask Schoolpop                   in an unsolicited telephone call or email for its password. In                   addition, Schoolpop should take precautions when using a                   computer that is not its own or in a public setting. If                   Schoolpop suspects that someone else may have had access to                   its password, Schoolpop shall notify AEIS immediately.

c.       Effective with Period Two, the following ordering terms and                   conditions apply:

i.       Schoolpop shall order Cards in increments of 100 per                            box and shall not place Orders for any partial box                            (es) of 100, nor request any partial activation of                            any box (es).

ii.      Cards within each box shall be of the same product                            and Point value. AEIS shall not mix products and/or                            Point values within any single box.

iii.     Upon receipt of Cards, Schoolpop shall confirm                            receipt of such Cards as detailed in the Trust                            Agreement.

iv.      AEIS shall use commercially reasonable efforts to                            activate each full box of Cards within two (2)      &sbsp;                     business days upon receipt of the UPS(TM) Tracking                            number (used by AEIS's designated shipping vendor)                            for the box of Cards from Schoolpop along with the                            receipt and clearance of Card funding for the box of                            Cards.

v.       Once activated, all Cards become the property of                            Schoolpop, excluding all Marks as detailed in Section                            8, and further defined within the Trust Agreement.

vi.      Activation terms for New Cards shall follow the                            process established for existing Cards.

6

7.       PROGRAM COMMUNICATIONS

a.       All rights to the name, logo, service marks and/or trademarks                   (the Marks), trade names, tag lines, or any other                   proprietary designation (Proprietary Designation) of AEIS                   remains the sole property of AEIS. Certain use of the Marks                   and Proprietary Designation of American Express Travel Related                   Services Company and Maritz Inc. has been granted to AEIS                   under license agreements. It is understood that the Marks may                   be necessary to enhance the impact and clarity of Program                   communications. All use of Marks and Proprietary Designations                   of AEIS, American Express and Maritz Inc. requires prior                   written approval from AEIS and use of the Marks shall follow                   and be subject to requirements issued by AEIS and attached                   hereto as Exhibit 4 and 4.A and 4.B, including any such Marks                   used by Schoolpop's Clients.

b.       Camera-ready artwork is available from AEIS for inclusion of                   the AEIS logo or to display a picture of a Card in Program                   communications. Requests for camera-ready artwork should be                   directed to the address below.

c.       Schoolpop shall inform AEIS in writing, and obtain prior                   written consent (which consent shall not be unreasonably                   withheld), for any and all television, radio, newspaper,                   magazine, Internet, Intranet, or other advertising,                   promotional or marketing campaign or strategy using the Marks                   or when referring directly to American Express Travel Related                   Services Company, Maritz Inc. or AEIS or any American Express                   merchant.

d.       Schoolpop is solely responsible for ensuring that any names                   and/or logos, designs, pictures or other intellectual                   property, which are provided by Schoolpop to be used in the                   Program (including collateral material), does not infringe or                   violate the intellectual property rights of any other party                   and shall indemnify AEIS from any and all claims made by any                   third party respecting such infringement.

e.       Schoolpop shall discontinue its use and shall notify its                   Clients to discontinue use of the Marks, including all                   American Express merchant marks, and all associated                   promotions, including but not limited to Client promotions,                   upon termination of this Agreement.

f.       Schoolpop, at its option, may request that AEIS include in the                   shipment of Cards, Program specific collateral materials.                   Program specific collateral materials are subject to review                   and approval by AEIS and additional charges may apply.

g.       AEIS retains the right to immediately terminate this Agreement                   should Schoolpop distribute any promotional materials or





communications that are not approved by AEIS and/or do not                   meet AEIS' branding guidelines, including American Express                   merchant marks.

h.       Schoolpop shall send all materials for review to:

Branding and Product Communications Specialist                   American Express Incentive Services, L.L.C.                   1309 N. Highway Drive                   Fenton, MO  63099                   Tel: 636-226-2071                   Fax: 636-226-2002                   AEIS shall review all submissions within seven (7) business                   days.

8.       JOINT MARKETING AND COMMUNICATIONS

a.       AEIS shall provide standard Card plastic design and standard                   Card carrier design including pre-printed paper and electronic                   copy, and standard Card envelope design for all Card packaging                   (collectively Card Packaging). In the event Schoolpop or its                   Clients request any non-standard Card plastic design or Card                   Packaging, AEIS and Schoolpop shall mutually agree upon such                   materials. AEIS shall provide to Schoolpop pricing for                   non-standard materials

b.       AEIS shall provide standard promotional materials, and                   communication to provide market exposure for Cards. In the                   event Schoolpop or its Clients request any non-standard                   promotional or communication materials, AEIS and Schoolpop                   shall mutually agree upon such materials. AEIS shall provide                   to Schoolpop pricing for non-standard materials, which may or                   may not include Cardholder website customization.

c.       AEIS and Schoolpop shall mutually develop, market, and                   implement two (2) new Cards for Program use no later than                   October 1, 2004 as follows:

i.       A category Card, where AEIS shall put forth a                            commercially reasonable effort to secure contracts                            with a select group of merchants to participate in                            the Card program as identified on Exhibit 5, attached                            hereto, and to make changes to such categories and/or                            merchants.

7

ii.      A grocery Card, where AEIS shall put forth a                            commercially reasonable effort to secure contracts                            with a select group of merchants leveraging                            Schoolpop's existing relationships with grocery store                            companies, as identified on Exhibit 5.A, attached                            hereto, and to add other merchants as mutually agreed                            upon by both parties.

iii.     AEIS shall communicate and maintain participating                            merchants in the category and grocery Cards through                            the Card website, an Interactive Voice Response                            fax-back service listing of current merchants, and                            through a merchant listing that shall accompany each                            Card.

iv.      AEIS and Schoolpop mutually agree to pursue                            additional Card products, as market conditions                            warrant, for use in the NPO marketplace and shall                            document such products in a separate Agreement.

d.       The parties agree that the minimum number required for the                   category Card shall be not less than 70% of the consumer                   categories contained within Exhibit 5; and the grocery Card                   not less than 70% national coverage to launch each                   respectively. The parties shall mutually agree upon any New                   Card minimum numbers required for each&sbsp;New Card launch.

9.       PROGRAM TERMS

a.       From the Effective Date through September 30, 2004, Schoolpop                   may order non-standard Encompass(R) Select denominations                   (other than 25, 50, 75, and 100 Points) up to a maximum of 200                   Points. Such non-standard Encompass(R) Select denominations                   require eight (8) weeks to fulfill and must be ordered in                   boxes of 100 Cards of like denominations. Schoolpop shall be                   limited to $26,500,000 in total Encompass(R) Select sales                   through December 31, 2004. Such limit may be increased in the                   event Persona Select actual sales exceed its forecasted sales                   for the period ending December 31, 2004. The limit increase                   shall be calculated on three-to-one ratio of Encompass Select                   sales to Persona Select Sales. Schoolpop shall discontinue                   reselling Encompass(R) Select Cards on December 31, 2004 and                   shall effectively manage and forecast Encompass(R) Select Card                   needs to deplete such inventory as of December 31, 2004. In                   the event that any unsold Encompass Select Cards remain in                   inventory by Schoolpop on December 31, 2004, Schoolpop shall                   provide to AEIS, no later than January 5, 2005, the





Encompass(R) Select Card numbers, the respective expiration                   dates and denominations of the Cards. Such Card list shall be                   provided to AEIS by Schoolpop via disk/CD and sent via a form                   of shipment where signature is required upon delivery. AEIS                   shall invoice Schoolpop for applicable destruction fees of                   $2.00 per Card which shall be payable by Schoolpop within                   thirty (30) days upon receipt of invoice.

b.       Cards shall not be used to purchase gift certificates and/or                   gift cards at participating merchants.

c.       Schoolpop acknowledges it will be listed as a current Client                   of AEIS. Schoolpop agrees to be used as a reference to current                   and future AEIS Clients with prior approval from Schoolpop.

d.       Schoolpop agrees to an annual review to take place forty-five                   (45 days) prior to each contract anniversary, on or about June                   15th of each contract year. This review will include, but is                   not limited to, a review of volume performance, economics of                   the products, and branding.

e.       Schoolpop agrees to product and program training as required                   by AEIS.

f.       The parties agree to jointly develop a Cardholder appeasement                &bbsp;  program. Such appeasement program shall require Schoolpop                   develop a process with its Clients to mutually resolve                   Cardholder appeasement issues prior to raising them with any                   third party(ies).

g.       AEIS may from time to time provide Schoolpop with certain                   reasonable terms and provisions to be included in the                   agreements to be entered into between Schoolpop and its                   Clients and Schoolpop agrees that any such terms and                   provisions shall be included in such agreements.

10.           PROGRAM SERVICING

a.       AEIS will provide:

i.       24-hour customer service representation, via a 24x7                            English speaking toll-free telephone number, for                            Program Cardholders who have questions concerning a                            Card. The toll-free numbers as of the drafting of                            this Agreement are:

Persona(R) Select                    800-259-9526                            Encompass(R) Select                  888-210-9821                            Fill It Up(R)                        800-575-7365                            Be My Guest(R)                       877-243-5082

8

ii.      Cardholders with the ability to obtain point balance                            information through the following Cardholder Web                            sites:

www.personaselect.com             Persona(R) Select                            www.encompass-select.com          Encompass(R) Select                            www.rewardearner.com/fillitup     Fill It Up(R)                            www.rewardearner.com/bmg          Be My Guest(R)

iii.     Merchant Management - includes the management of the                            authorization network, merchant settlement and                            dispute handling, and

iv.      AEIS will provide reasonable assistance to Schoolpop                            in managing the Program as needed and requested by                            Schoolpop. Additional charges may apply.

v.       AEIS and Schoolpop shall mutually agree upon a Client                            and/or Cardholder appeasement process and the                            respective financial responsibility.

b.       AEIS reserves the right to change program servicing from time                   to time.

11.      REPRESENTATIONS AND WARRANTIES

a.       Schoolpop and AEIS each represents and warrants that                   participation in the Program shall at all times conform to the                   highest standards of business ethics and practices and at no                   time will they permit any act to be done by their employees or                   representatives that will damage the name, reputation or                   goodwill of the other party or its affiliated companies.

b.       Schoolpop and AEIS each further represents and warrants that                   its participation in the Program is and will remain during the                   term of this Agreement in compliance with all laws, rules and                   regulations applicable to it.

c.       Schoolpop and AEIS each further represents and warrants that                   they are authorized to enter into this Agreement and that this                   Agreement does not violate any other agreement to which it is                   a party.





12.      CONFIDENTIALITY

a.       The terms, procedures, any applicable criteria for success and                   results of this Agreement and all information furnished by and                   between the parties in connection with this Agreement shall be                   confidential and shall not be disclosed by either party                   without the express written consent of the other party;                   provided that Schoolpop shall have the right to disclose such                   information as may be required to comply with applicable SEC                   regulations.

b.       Both parties acknowledge that they may have access to or                   receive confidential information, data, and materials about                   the other party, their Clients and Cardholders, and their                   entities, including, without limitation, marketing                   philosophies and objectives, pricing information, business                   materials and data, processes, customer lists, product                   information, financial data, competitive advantages and                   disadvantages, and other confidential information received                   (Confidential Information), and that disclosure or misuses                   of such Confidential Information, would be irreparably                   damaging to the other party. Accordingly, both parties agree                   to receive and hold in confidence all Confidential Information                   considered proprietary or confidential by the other party, and                 &sbsp; agree not to disclose or use such information in any manner                   except for uses contemplated by this Agreement unless                   permitted in writing in advance by the other party (except for                   information disclosed to Cardholders in accordance with the                   Cardholder Agreement). Both parties also agree to bind their                   employees, and subcontractors to compliance with this                   paragraph and to take all other reasonable action to ensure                   protection of the Confidential Information.

c.       Such Confidential Information is subject to the terms and                   conditions of this Agreement, if (a) such Confidential                   Information is either Party's marketing philosophies and                   objectives, financial and pricing information, Client lists,                   business processes or competitive advantages and                   disadvantages; (b) such Confidential Information is disclosed                   verbally and is verbally identified as proprietary or                   confidential at the time of disclosure, and there exists a                   written record that such Confidential Information was                   disclosed and identified verbally as proprietary or                   confidential; or (c) such Confidential Information is in                   written, graphic or electronic form when disclosed and the                   media that contains such Confidential Information is clearly                   marked confidential or proprietary, or something                   substantially similar. Notwithstanding the foregoing,                   Confidential Information shall not include (d) information                   that is publicly known, already known by, or in the possession                   of the non-disclosing party, or (e) is independently developed                   by the non-disclosing party without use or reference to the                   other party's Confidential Information, or (f) is rightly

9

obtained by the non-disclosing party from a source other than                   the disclosing party without such restrictions.

d.       Each party agrees that during the term of this Agreement and                   thereafter (a) it will use Confidential Information belonging                   to the other party solely for purposes outlined in this                   Agreement, (subject to the terms and conditions thereof), (b)                   it will not disclose Confidential Information belonging to the                   other Party to any third party other than the receiving                   Party's employees, affiliates, agents, permitted vendors,                   subcontractors and/or professional advisors on a need-to-know                   basis who are advised of the confidential nature of the                   Confidential Information and under a similar confidentiality                   agreement, and (c) each Party will treat the Confidential                   Information of the other Party with the same care that the                   receiving party normally affords its own proprietary and                   confidential information. If any such employee, affiliate,                   agent, subcontractor or professional advisor discloses or uses                   the Confidential Information in a manner not permitted under                   this Agreement, the party disclosing the Confidential                   Information to such employee, affiliate, agent, subcontractor                   or professional advisor will be liable therefore. If either                   party is required by law to disclose Confidential Information,                   it may be disclosed, provided that, unless prohibited,                   sufficient prior notice is given to the non-disclosing party                   to afford it an opportunity to take whatever steps it deems                   necessary to protect the confidential nature of the                   Confidential Information. In the event a party is required to                   disclose the other party's Confidential Information in                   connection with any judicial proceeding or government                   investigation, a notification of such requirement shall                   promptly occur allowing a reasonable time for the appropriate                   party to seek a protective Order from the appropriate court or                   government agency. Thereafter, Confidential Information may be                   disclosed to the extent required by law, subject to any                   applicable protective Order.

e.       Upon request of the other party, each party will promptly





return to the other any or all Confidential Information of the                   other then in its possession or under its control provided,                   however, that each party may retain one copy of all such                   Confidential Information solely for its own internal records,                   such Confidential Information to remain subject to the                   restrictions on use and disclosure contained in this Agreement

f.       Authorized users, (Authorized Users) include Schoolpop, its                   affiliates and its Client's personnel involved in                   administering the Program and eligible Cardholders of a                   Schoolpop Program. Schoolpop acknowledges that it will likely                   receive private information (PI) from Authorized Users that                   will be subject to various privacy laws and regulations in the                   various States in which the Authorized Users and the parties                   hereto reside. Furthermore, Schoolpop, and/or its Client, will                   likely be providing such PI to AEIS for identification of such                   Authorized Users. Schoolpop shall, and shall cause its Client                   to, (a) comply with all applicable privacy laws and                   regulations, (b) shall provide to AEIS evidence of such                   compliance upon request, (c) and shall obtain such                   permissions, clearances, or other allowances as shall be                   necessary for AEIS to use such PI as contemplated hereunder.                   Schoolpop shall, and shall cause its Client to, (d) cooperate                   with AEIS with respect to complying and avoiding any claims                   based on PI rights of others including without limitation                   Schoolpop and/or its Client communicating to AEIS all                   necessary acts and safeguards required of AEIS in handling PI,                   (e) providing such notices and information to Authorized Users                   as required, (f) identifying all PI as PI at the time of its                   transmission to AEIS, (g) segregating any PI required to be                   handled differently as necessary to ensure its proper                   treatment including without limitation not providing PI to                   AEIS and, if applicable, (h) PI that has been opted out of                   Schoolpop's or its Client's permission for use hereunder.                   Schoolpop and its Client shall respectively bear the cost of                   compliance with all privacy laws and regulations. Schoolpop                   will, at its sole cost and expense, defend, indemnify and hold                   harmless AEIS and each of its respective officers, directors,                   employees, agents, contractors, affiliates, service providers                   and insurers (collectively, AEIS Indemnified Parties) from                   and against any and all loss or liability, claims, demands,                   damages, losses and expenses including, without limitation,                   reasonable attorneys, accountants and expert witness fees,                   costs and expenses that the AEIS Indemnified Parties, or any                   one or more of them, may sustain or incur as a result of a                   claim of violation of any law or regulation or personal right                   directed to protecting the PI rights of individuals or the                   use, misuse, collection, loss of privacy or confidentiality,                   or other mishandling or improper or illegal act with respect                   to such PI including without limitation governmental                   enforcement action as well as civil claims involved with any                   such Schoolpop Program. Excluded from the obligation to defend                   and indemnify shall be any claims or damages attributable  &bbsp;                solely to the negligence or intentional misconduct of any AEIS                   Indemnified Party, and solely as to that AEIS Indemnified                   Party to which such negligence or intentional misconduct is                   attributable. The obligations under this Section 12 shall                   survive the termination, cancellation, and expiration of this                   Agreement.

10

13.      INSURANCE

a.       Schoolpop shall, during the term of this Agreement, at its own                   cost and expense, procure with sound and reputable insurers,                   the following insurance coverage's: (i) Workers' Compensation                   Insurance in an amount not less than the statutory limits for                   the state(s), country or province in where the services are to                   be performed; (ii) Employer's Liability Insurance not less                   than (a) $100,000 per occurrence, and not less than $100,000                   aggregate limit of liability per policy year for disease,                   including death at any time resulting therefrom, not caused by                   accident or (b) such amount as required by law, whichever is                   higher; (iii) Comprehensive General Liability Insurance,                   including blanket extended coverage against all hazards,                   including personal injury and death resulting therefrom, for                   not less than $1,000,000 per occurrence, and not less than                   $2,000,000 aggregate; (iv) Automobile Liability insurance                   against liability arising from the maintenance or use of all                   owned, non-owned and hired automobiles and trucks used to                   provide services, with (a) a minimum limit of liability for                   bodily injury of $1,000,000 in the aggregate, and with a                   minimum limit of liability for property damage of $500,000 per                   accident, or (b) amount as required by law, whichever is                   higher; and (v) fidelity or crime policy of not less than                   $3,000,000 in the aggregate against misappropriation and/or                   destruction of Cards.

b.       Schoolpop's insurance shall be deemed primary. Schoolpop shall                   provide AEIS with certificates of insurance evidencing the                   coverage's required hereunder within fifteen (15) days after





execution of this Agreement. Each policy required hereunder                   shall provide that AEIS shall receive thirty (30) days advance                   written notice in the event of a cancellation or material                   change in such policy. Each policy of insurance which                   Schoolpop is required to possess under this Agreement shall                   name AEIS, and its Directors, Officers, and Employees, as                   additional insured in the insurance policy limits herein                   required. In the event that any service under this Agreement                   is to be rendered by persons other than Schoolpop's employees,                   Schoolpop shall furnish AEIS with evidence of insurance for                   such persons subject to the same terms and conditions as set                   forth above and applicable to Schoolpop prior to commencement                   of service by such person(s).

14.      GENERAL TERMS & CONDITIONS

a.       This Agreement along with the Trust Agreement constitute the                   entire Agreement between the parties hereto and supersedes all                   prior communications and agreements between the parties with                   respect to the subject matter hereof. Except for changes in                   AEIS product rules and other procedural or operational changes                   in terms initiated by AEIS as described herein, this Agreement                   may not be modified or otherwise amended except by a further                   writing executed by both parties hereto, which writing makes                   specific reference to this Agreement.

b.       No right or interest in this Agreement shall be assigned by                   Schoolpop without prior written permission of AEIS, which                   shall not be unreasonably withheld.

c.       This Agreement shall be deemed to have been made and executed                   in the State of Missouri and any dispute arising thereunder                   shall be resolved in accordance with the laws of the State of                   Missouri, without reference to its rules governing conflicts                   of law.

d.       Either party may terminate this Agreement with written notice                   to the other party as follows:

i.       Should either party (1) admit in writing its                            inability to pay its debts generally as they become                            due; (2) make a general assignment for the benefit of                            creditors; (3) institute proceedings to be                            adjudicated a voluntary bankrupt; (4) consent to the                            filing of a petition or bankruptcy against it; (5) be                            adjudicated by a court of competent jurisdiction as                            being bankrupt or insolvent; (6) seek reorganization                            under any bankruptcy act; (7) consent to the filing                            of a petition seeking such reorganization; or (8)                            have a decree entered against it by a court of                            competent jurisdiction appointing a receiver,                            liquidator, trustee, or assignee in bankruptcy or in                            insolvency covering all or substantially all of such                            party's property or providing for the liquidation of                            such party's property or business affairs; then, in                            any such event, the other party, at its option and                            without prior notice, may terminate this Agreement                            effective immediately; or

ii.      Upon the occurrence of a breach by the other party,                            which breach has not been cured within (30) days                            after the date of written notice to the breaching                            party by the non-breaching party; or

iii.     For non-payment of any amounts due hereunder. In the                            event this Agreement is terminated for any reason                            prior to May 31, 2009, all unpaid Marketing Rights                            Fees incurred to the termination date, will be fully                            due and payable by Schoolpop to AEIS. Upon                            termination, each party will return to the other or                            destroy, and provide written certification of                            destruction of, all information furnished by such                            other party hereunder, prior to termination and                            follow necessary termination instructions detailed in                            the Trust Agreement. All Cards ordered by Schoolpop                            and supplied by AEIS shall be governed by the terms                            and conditions of this Agreement and the Trust                            Agreement.

11

e.       Notwithstanding anything contained herein to the contrary, the                   cumulative liability of the parties to one another for any                   claims, liabilities, losses, damages or expenses, direct or                   indirect, arising out of or related to this Agreement shall                   not exceed the lesser of $50,000 or (not including other                   funding amounts such as the Point value of Cards) or the                   amount paid by Schoolpop to AEIS for the immediately preceding                   twelve (12) months provided, however, that in no event shall                   this limitation of liability apply to any claims, liabilities,                   losses, damages, or expenses, direct or indirect, arising out                   of or related to this Agreement brought by the actions of                   Schoolpop pursuant to paragraphs 4(e), 4(i), 4(k), 4(p), 5(a),                   5(b), 6(b), 7(a), 7(d), 14(d.iii), 9(f) and Sections 2, 3 11,                   12, and 13, and Exhibit 1 of this Agreement. In no event shall





either party be liable to the other, under any theory, for                   lost profits, exemplary, punitive, special incidental,                   indirect, or consequential damages.

f.       In the event that either party breaches or violates any                   covenant or agreement contained in this Agreement, or in the                   event of any breach or violation (or alleged breach or                   violation) of any covenants or agreement made by LoyaltyPoint                   with any Client or other third party, the breaching party                   shall indemnify and hold harmless the other party, its                   affiliates, parent company(ies), officers, directors,                   employees, and agents against and in respect of any and all                   costs, expenses, deficiencies, litigation, proceedings, taxes,                   levies, assessments, attorneys' fees, damages or judgments of                   any kind or nature whatsoever, related to, arising from, or                   associated with such breach or violation (or alleged breach of                   violation). The non-breaching party shall give the breaching                   party prompt notice of the non-breaching party's intention to                   make a claim for indemnification hereunder. the breaching                   party shall have the opportunity to defend the underlying                   claims, suit or proceeding by competent counsel of its own                   choosing, provided that non-breaching party has approved such                   counsel, which approval shall not be unreasonably withheld.                   The non-breaching party shall cooperate in the defense of such                   claim, suit or proceeding. The obligations under this Section                   14 shall survive the termination, cancellation, and expiration                   of this Agreement.

g.       Any notice required or permitted under this Agreement will be                   effective if in writing and delivered personally, sent by                   certified U.S. Mail, return receipt requested, postage                   prepared, sent by a national overnight delivery service (such                   as Federal Express), or sent by telefax, in each instance                   addressed and delivered personally or sent for delivery as                   provided on the signature page of this Agreement. Any notice                   shall be deemed given (a) if personally delivered when                   received by the intended recipient, (b) if sent by telefax,                   when sent and receipt is confirmed, provided that the                   recipient is sent another copy by one of the other means of                   notice specified in this section, or (c) if sent by certified                   mail or overnight delivery, on the earlier of the date of                   receipt by the intended recipient or three (3) days after the                   date on which the notice is sent.

h.       Upon termination of this Agreement, Schoolpop shall have the                   right to continue to sell any Cards in its possession for a                   period of three (3) months following the effective date of                   termination, subject to compliance with the applicable terms                   and conditions set forth herein, provided however, that                   termination of the Agreement is not due to a breach of                   representation or warranty of the Agreement by Schoolpop in                   which case Schoolpop shall discontinue selling Cards                   immediately upon termination.

[Signature Pages Attached]

12

Signed for and on behalf of SCHOOLPOP INC.

Name: Paul Robinson                                     -------------------------------------------- Title: Chief Executive Officer

Its duly authorized agent in the presence of:

Witness                                     --------------------------------------------

Printed name                                     --------------------------------------------

Name:  Sheree Herr                                     -------------------------------------------- Title: VP, Legal Management

Its duly authorized agent in the presence of:

Witness                                     --------------------------------------------

Printed name                                     --------------------------------------------

13





EXHIBIT 1

TRUST AGREEMENT - FULL LIABILITY

AGREEMENT between

American Express Incentive Services, L.L.C. organized under the laws of the State of Missouri, USA, with an office at 1309 North Highway Drive, Fenton, MO 63099, USA (AEIS)

And

Schoolpop, Inc., a Delaware corporation, with an office at 3100 Five Forks Trickum Road, Suite 410, Liliburn, GA 30047 USA (Seller).

1.       AEIS and Seller have entered into an American Express Stored Value          Products reseller Agreement of even date herewith pursuant to which          Seller is authorized to resell certain Cards as such term is defined          therein. As such, AEIS hereby appoints Seller as trustee and agent to          sell incentive cards issued by AEIS including Persona Select(R), Be My          Guest(R), Fill It Up(R), Encompass Select(R), and any other incentive          Card offered by AEIS (hereinafter collectively referred to as Cards)          in standard denominations of 25 Points, 50 Points and 100 Points          according to the specific terms in the Reseller Agreement Effective          August 1, 2004, and any amendments thereto.

2.       In consideration of its entitlement to the charges referred to in          paragraph (g) below, Seller accepts appointment as such trustee and          agent and agrees:

a.       To receive and hold in trust for AEIS, any Cards which are                   delivered to Seller until paid for by Seller. AEIS or their                   representatives or vendors may deliver Cards to any employee                   or representative of Seller and such employees and                   representatives are hereby authorized to accept such Cards on                   behalf of Seller.

b.       To acknowledge Seller's receipt of such Cards in writing to:                   (i) confirm and inform AEIS of the physical inventory of each                   Card delivery, and (ii) provide written confirmation of each                   Card delivery to an AEIS authorized representative by                   returning a completed Acknowledgement of Receipt form attached                   hereto as Schedule I and following the directions included                   thereon within 24 hours of receipt of each Card delivery                   received by or on behalf of Seller.

c.       To retain Cards in trust for AEIS in an inactive status as                   sent by AEIS until paid in full by Seller to AEIS. Inactive                   Cards do not have points loaded on the Cards and are not ready                   for sale to or use by any consumer.

d.       To prepay for each box of Cards to be sold by Seller. Upon                   clearance of funds for each box of Cards, AEIS shall activate                   the box of Cards at which time such box of Cards shall become                   property of Seller. Following such activation, each Card shall                   generally be ready for use at an appropriate establishment                   within two (2) business days.

e.       To sell the Cards in accordance with the written instructions                   of AEIS.

f.       To deliver to AEIS or their representatives any unsold Cards                   upon demand by AEIS.

g.       To collect any charges for the sale of Cards as may be                   established by Seller.

h.       To safeguard all Cards received by Seller at all times,                   including inactive and active Cards and when the Cards are in                   transit, as a prudent financial or commercial institution                   should safeguard a like amount of its own cash. All Cards kept                   on Seller's premises, both active and inactive, shall be kept                   locked in Seller's safe which safe must be satisfactory to                   AEIS. AEIS and/or their appointed representatives of AEIS or                   American Express Travel Related Services Inc. as solely                   determined by AEIS, shall be entitled to inspect and approve                   Seller's safekeeping facilities at any time during normal                   business hours.

i.       To notify AEIS at destination indicated on the Acknowledgement                   of Receipt Form, as soon as possible upon any loss of the                   Cards due to theft, burglary, fire or other cause. All                   notifications of loss must include the Card number for all                   lost Card stock. In the event an entire shipment was lost, the                   Card tracking number must also be provided. AEIS reserves the                   right to hold Seller liable for any loss, as to which Seller                   might not otherwise have been liable for under subparagraph                   2(k) below, if Seller has unreasonably delayed reporting the                   loss to AEIS, and such delay has disadvantaged AEIS or                   prejudiced AEIS' ability to mitigate or eliminate its damages.

14

j.       To maintain accurate records of all Cards sold or held in                   inventory, including Card numbers, shipment tracking numbers,





account numbers, and the Acknowledgement Receipt form, etc.

k.       To be responsible for any loss of any Cards received in                   accordance with subsection (a) above prior to the time such                   Cards are paid for by Seller, whether such loss occurs by                   theft, burglary, hold-up, fire, dishonesty of employees,                   mysterious disappearance, or any other cause irrespective of                   such cause. In the case of loss of Cards, Seller shall pay                   AEIS from time to time upon demand the amount of any Cards so                   reported as lost and later used at any merchant or other                   location or otherwise appear for sale for any reason                   whatsoever. Seller shall be fully liable for the amounts paid                   by AEIS and/or their affiliates with respect to such Cards                   together with any additional reasonable costs incurred by AEIS                   and/or their affiliates arising out of such Cards. Such                   liability shall survive termination of this Agreement.

l.       Not to sell Cards on credit or post-paid method of any kind to                   any individual, company, or entity whatsoever nor to utilize                   the Cards for the benefit of Seller, Seller's owners,                   officers, employees, representatives or any third party.

m.       To increase Seller's inventory of Cards by following AEIS'                   process.

n.       To destroy Cards for purposes of past expiration or reason                   other than termination that causes Seller to remove from                   inventory. Such Cards must be completely destroyed by                   cremating or shredding to the point where such Cards cannot be                   reconstructed in any way or Card numbers cannot be read in any                   way. Such destruction must be evidenced by execution of AEIS'                   Destruction Certificate, which is attached hereto as Schedule                   II. The Destruction Certificate shall be executed by Seller                   through two authorized signatures and shall particularly                   describe the Cards by (1) Card product name, (2) Card number,                   (3) denomination, (4) shipment tracking number, and (5)                   quantity by product and denomination, and account number.                   Seller shall pay AEIS associated destruction fees for such                   Card destruction as detailed within the Destruction                   Certificate. In the event any Cards certified as destroyed by                   Seller are later used at any establishment or other location                   or otherwise appear for sale for any reason whatsoever, Seller                   shall be fully liable for the amounts paid by AEIS and/or                   their affiliates with respect to such Cards together with any                   additional costs incurred by AEIS and/or their affiliates                   arising out of such Cards. In no event shall Seller throw away                   discard expired or spoiled or otherwise unwanted Cards in any                   other manner than described in this Section 2(n). Such                   liability shall survive termination of this Agreement.

o.       To pass to a security audit as performed by AEIS and/or their                   appointed representatives of AEIS or American Express Travel                   Related Services Inc. at a time and frequency solely                   determined by AEIS during the term of this Agreement. This                   Agreement shall be terminated by AEIS at AEIS' choice                   immediately upon Seller receiving a non-passing status of such                   security audit. AEIS may chose to allow Seller to conform to                   non-passing elements of security audit within a time so                   specified by AEIS in writing to Seller. Seller shall choose to                   make necessary changes to conform to the security audit or                   terminate the Agreement as so indicated in Section 4 below.

3.       This Agreement (a) may not be assigned by Seller without the written          consent of AEIS, except to an entity controlling, controlled by or          under common control with Seller, provided, however, Schoolpop shall          remain liable for the obligations contained herein including the          attachments and Exhibits thereto, and (b) may be modified only by an          agreement in writing signed on behalf of AEIS by an executive officer.          No other employees of AEIS have authority to modify or waive any term          of this Agreement. This Agreement may be assigned by AEIS to any          parent, subsidiary, affiliated or associate corporation without          Seller's consent and shall, whether or not so assigned, inure to the          benefit of any AEIS parent, subsidiary, associate or affiliate thereof          which pays or becomes liable upon any Cards delivered to Seller under          this Agreement.

4.       This Agreement shall remain in force until terminated by either party          by notice given in accordance with paragraph 8, below and in accordance          with Section 14(h) of the Agreement.

a.       Notices so given shall, unless otherwise specified                            therein, be effective upon receipt whereupon both                            parties shall cooperate in an effective wrap up of                            all outstanding issues and transition of inventory                            and other termination responsibilities as determined                            by AEIS.

b.       Upon such termination, Seller shall forthwith remit                            to AEIS or their agents all unsold Cards and shall                            safeguard such Cards during transit to AEIS in such a                            manner as detailed in Section 2(h) herein.

15

5.       The rights of AEIS hereunder shall not be prejudiced or restricted by





any time given or forbearance extended to Seller in the enforcement of          its rights and no waiver by AEIS of their rights in respect of any          breach hereof by Seller shall be deemed to operate as a waiver in          respect of any subsequent breach hereof.

6.       It is agreed between the parties that if any provision of this          Agreement is held to be invalid, the remainder of this Agreement shall          continue in full force and effect and shall be binding and effective on          the parties thereto.

7.       This Agreement shall be subject to and governed by the laws of the          State of Missouri, USA.

8.       All notices hereunder&sbsp;shall be mailed or faxed to the other party as          follows: Notices to Seller shall be addressed or faxed to it at the          address or fax number set forth on the first page hereof. Notices to          AEIS shall be addressed or faxed as to:

          American Express Incentive Services, L.L.C.     with a copy to:  General Counsel's Office          1309 North Highway Drive                                         American Express          Fenton, MO 63099                                                 200 Vesey Street          Attn: Legal Management                                           New York, N.Y. 10285-4908          Fax: (636) 226-2009                                              Attn: Marcy Wilkov                                                                           Fax: (212) 640-0360

[Signature Pages Attached]

16

Signed for and on behalf of SCHOOLPOP INC.

Name: Paul Robinson                                     -------------------------------------------- Title: Chief Executive Officer

Its duly authorized agent in the presence of:

Witness                                     --------------------------------------------

Printed name                                     --------------------------------------------

Name:  Sheree Herr                                     -------------------------------------------- Title: VP, Legal Management

Its duly authorized agent in the presence of:

Witness                                     --------------------------------------------

Printed name                                     --------------------------------------------

17

EXHIBIT 1.A

ACKNOWLEDGEMENT OF RECEIPT FORM

Schoolpop Inc., a for-profit company incorporated under the laws of the state of Delaware, USA with an office at 3885 Crestwood Parkway, Suite 550, Duluth, GA 30096 USA (hereinafter referred to as Seller).

Seller, named above, as trustee and agent of AEIS, acknowledges receipt of the Cards listed on page 2 of the Acknowledgement of Receipt Form hereof (Cards) and agrees: (1) to hold the Cards IN TRUST for AEIS pursuant to the terms of the Trust Agreement; (2) to sell the Cards only in accordance with written instructions from AEIS; (3) to collect such charges for the sale of Cards as Seller may establish from time to time; (4) to safeguard the Cards as a prudent person would safeguard a like amount of his own cash; (5) to notify AEIS promptly, at the address listed on page 2 of the Acknowledgement of Receipt Form hereof, of any loss of Cards due to theft, burglary, fire or any other cause. (6) (A) to be responsible for any loss of Cards unless the Cards were safeguarded in accordance with Section 2.h of the Trust Agreement and the loss occurred without Seller's fault. (B) to be absolutely responsible without regard to Seller's fault for any loss of Cards due to failure to safeguard the Cards in accordance with Section 2(h) of the Trust Agreement or due to the dishonesty of Seller's employees or agents or due to a disappearance which Seller cannot explain. (7) to pay AEIS upon demand for any Cards so lost which have been presented to any establishment or retailer in exchange for service(s) or product(s) so reported by Seller as lost and later used at any establishment or other location or otherwise appear for sale for any reason whatsoever, Seller shall be fully liable for an amount of money equal to the face value of amounts paid by AEIS and/or their affiliates with respect to such Cards together with any additional costs incurred by AEIS and/or their affiliates arising out of such Cards. and (8) that the terms hereof shall not relieve Seller of any obligation or liability under any other agreement relating to the sale of Cards





existing between Seller and AEIS, its parent, subsidiaries or affiliates. WARNING: Except in the event of termination of the Agreement Do Not Return Any of the Cards Listed on page 2 of the Acknowledgement of Receipt Form. If it is necessary to reduce Seller's inventory of Cards, including spoiled or expired Cards, destroy such Cards by cremating or shedding and evidence their destruction by a Destruction Certificate attached to the Agreement as Exhibit 1.C, applicable destruction fees shall apply. The Destruction Certificate shall be (i) on the Seller's letterhead, (ii) executed by Seller through two authorized signatures and (iii) shall particularly describe the Cards by (a) name of Card product, (b) Card number, (c) denomination, (d) shipment tracking number, and (e) quantity by product, denomination and account number. Schoolpop shall forward the original Destruction Certificate to AEIS and Schoolpop shall confirm receipt by AEIS. If this procedure is not practical, contact AEIS Client Service Support for specific instructions regarding disposition.

AMERICAN EXPRESS INCENTIVE SERVICES, L.L.C., is the designated servicing agent for the following Cards:

Persona(R) Select, Be My Guest(R), Fill It Up(R), Encompass(R) Select, and any other pre-denominated incentive card offered by AEIS.

18

ACKNOWLEDGEMENT OF RECEIPT FORM - PAGE 2

Schoolpop, Inc., a for-profit company incorporated under the laws of the state of Georgia, USA with an office at 3885 Crestwood Parkway, Suite 550, Duluth, GA 30096 USA (hereinafter referred to as Seller)

------------------ --------------- -------------- --------------- ------------------- --------------------- ----------------- DATE RECEIVED       UPS TRACKING      PRODUCT       ACCOUNT #        DENOMINATION        BEGINNING CARD       ENDING CARD                        NUMBER                                                                NUMBER              NUMBER ------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------                                                                                            ------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

Fax completed Acknowledgement of Receipt Form to Gregg Baum, 636.226.2004, or by certified mail to 1309 North Highway Drive, Fenton, MO 63099, attention: Gregg Baum.

19

EXHIBIT 1.B

AMERICAN EXPRESS INCENTIVE SERVICES, L.L.C.                               1309 N. HIGHWAY DRIVE                                 FENTON, MO 63099

Seller, named above, as trustee and agent of CERTIFICATE OF INVENTORY DESTRUCTION FOR ANONYOMOUS CARDS ONLY

MUST BE RECEIVED BY AEIS AT LEAST 15 DAYS PRIOR TO VALID THROUGH DATE ON CARD.

CLIENT NAME: SCHOOLPOP, INC.            DATE OF ORIGINATING ORDER:______________

CLIENT ADDRESS: 3885 CRESTWOOD PARKWAY, SUITE 550, DULUTH, GA 30096 USA

CLIENT ACCOUNT #:______________ DESTROYING WHOLE OR PART OF AN ORDER____________

1.       The undersigned hereby certifies that:

[X] Each of the cards described on the attached Schedule A              (the Cards) has been destroyed;          [X] Destruction of the Cards was necessary because              _______________________________________________          [X] The Cards were destroyed by this              Method:_____________________________________________________          [X] At the time of destruction, Schoolpop Inc. was the unconditional              trustee of each of the Cards and was holding in trust for AEIS, and





none of the Cards described herein have been assigned, transferred,              or issued to any person, firm, or corporation.

2.       Schoolpop, Inc., on behalf of itself and its successors and assigns,          agrees that should any charge(s) be incurred with respect to any of the          Cards, Schoolpop, Inc. will, upon request of American Express Incentive          Services, LLC (AEIS), pay AEIS the full amount of such charge(s) and          Schoolpop Inc. shall indemnify AEIS, its officers, and members, and          hold each of them harmless from and against any and all claims, actions          and suits, whether groundless or otherwise, and from and against any          and all liabilities, losses, damages, costs, charges and any other          expenses (including but not limited to attorneys' fees and expenses) of          every nature and character by reason of the cancellation and          destruction of the Cards or the making of any payment or costs incurred          as a result of any use of the Cards described herein.

SCHOOLPOP INC.

By:    -----------------------------------  Return this original Destruction                                         Certificate and completed Certificate of Name:                                   Inventory Destruction to AEIS at the      ---------------------------------  above address via certified mail or             &bbsp;                           other tracked shipment method. Title:       --------------------------------

Date:      ---------------------------------

WITNESS                                  WITNESS

Name:      ---------------------------------   ---------------------------------------

Title:       --------------------------------   ---------------------------------------

Date:      ---------------------------------   ---------------------------------------                  (Signature)                          (Signature)

20

EXHIBIT 1.C            CERTIFICATION OF INVENTORY DESTRUCTION FOR SCHOOLPOP, INC.

If the number of Cards destroyed requires more rows, use multiple pages of this form or type the denomination and Card numbers into a spreadsheet and attach the printed spreadsheet to this form.

----------------------- --------------------------------------------- ----------------------  DENOMINATION           CARD #                                        CARD STATUS (active                                                                       or inactive) ----------------------- --------------------------------------------- ----------------------                                                                  ----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

----------------------- --------------------------------------------- ----------------------

Total number of ACTIVE Cards:________________________________

Total number of INACTIVE Cards:______________________________

Total number of CARDS________________________________________

Destruction Date:____________________________________________

Aggregate total denomination of Cards:_______________________





Client Authorized Signature:_________________________________

Printed Name:________________________________________________

Title:_______________________________________________________

21

EXHIBIT 2

SCHOOLPOP CARD PRICING

The following pricing is effective with the Effective date of this Agreement through the term of the Agreement and is subject to change as detailed in the Agreement.

Off-face point value based on volume mix:

Persona Select             8% Encompass Select           2% Fill It Up                 4% Be My Guest                4% Category Card              3% (Contingent upon achieving a four and one-half percent (4.5%) weighted average                                commission via the contracted merchant.) Grocery Card               3% (Contingent upon achieving a four percent (4%) weighted average commission via the                                contracted merchant.)

22

EXHIBIT 3

SCHOOLPOP ACCOUNT NUMBERS

1.       Effective with Period One, the following account numbers shall be used          by Schoolpop when placing Orders for Cards.

----------------------------------- ----------------------------------------- ---------------------------                       PRODUCT                              DENOMINATION                      ACCOUNT NUMBER          ----------------------------------- ----------------------------------------- ---------------------------                                                                                                         Persona(R) Select                              25, 50, and 100 Points                      8531          ----------------------------------- ----------------------------------------- ---------------------------          Encompass(R) Select                            25, 50, and 100 Points                      8536          ----------------------------------- ----------------------------------------- ---------------------------          Fill It Up(R)                                    25, and 50 Points                         8533          ----------------------------------- ----------------------------------------- ---------------------------

2.       Effective with Period Two, the following account numbers are to be used          by Schoolpop.

----------------------------------- ------------------------------------------ --------------------------                 PRODUCT                           DENOMINATION                      ACCOUNT NUMBER ----------------------------------- ------------------------------------------ --------------------------                                                                                       Persona(R) Select                                     25 Points                            8684 ----------------------------------- ------------------------------------------ -------------------------- Persona(R) Select                                     50 Points                            8685 ----------------------------------- ------------------------------------------ -------------------------- Persona(R) Select                                    100 Points                            8686 ----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ -------------------------- Encompass(R) Select*                                  25 Points                            8705 ----------------------------------- ------------------------------------------ -------------------------- Encompass(R) Select                                   50 Points                            8687 ----------------------------------- ------------------------------------------ -------------------------- Encompass(R) Select                                  100 Points                            8801 ----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ -------------------------- Fill It Up(R)                                         25 Points                            8681 ----------------------------------- ------------------------------------------ -------------------------- Fill It Up(R)                                         50 Points                            8683 ----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ -------------------------- Be My Guest(R)                                        25 Points                            12095 ----------------------------------- ------------------------------------------ -------------------------- Be My Guest(R)                                        50 Points                            12098 ----------------------------------- ------------------------------------------ --------------------------

3.       Account numbers and effective dates for any products and/or          denominations in addition to the account numbers detailed above will be          provided to Schoolpop by AEIS upon completion of setup of such products          and/or denominations.





*Encompass(R) Select account numbers shall not be submitted with Orders effective December 31, 2004.

23

EXHIBIT 4

BRANDING QUICK REFERENCE GUIDE

1.       All communication pieces/media referencing Gift Cheques, all AEIS Card          products, American Express Incentive Services, AEIS, American Express,          and/or any American Express merchant must be submitted for approval.          Please allow five (5) to seven (7) business days for the branding          review. Typical turnaround is three (3) to five (5) days, however,          unusual circumstances may cause a delay in the typical turnaround. You          will be notified of any delay.

2.       Types of communications that require approval: Web sites, audio/visual          productions, printed materials (brochures, fact sheets, direct          mailings, newsletters, point of purchase displays), news releases, etc.

3.       Our agreement with our parent company, American Express, is that they          retain the authority to review every communication piece containing          references to the sources in the first bullet above. These approvals          are forwarded by AEIS to:

The American Express Advertising Review Board (ARB) who will review          the following:          Communications from an advertising perspective          How the product is being communicated          Card images          General Counsel's Office (GCO) who will review the following:          Communications from a legal perspective          Sweepstakes rules          Charitable mentions          Copyright infringements

4.       Product marks should be represented as follows:

Persona(R) Select          Encompass(R) Select          Fill It Up(R)          Be My Guest(R)

5.       Since American Express is not a bank and not affiliated with a bank,          terminology implying as much should not be used. Please refer to the          following examples:

--------------------------------------------------------- ---------------------------------------------------------------      DO NOT USE                                                REPLACE WITH      --------------------------------------------------------- ---------------------------------------------------------------                                                                   American Express Gift Card;                               American Express Incentive Services gift card;      American Express Reward Card;                             American Express Incentive Services reward card;      Gift/Reward Card from American Express                    American Express branded reward card;                                                                Reward card with the American Express brand      --------------------------------------------------------- ---------------------------------------------------------------      Statement                                                 Transaction Summary      --------------------------------------------------------- ---------------------------------------------------------------      Deposit; Credit                                           Load; add; fill      --------------------------------------------------------- ---------------------------------------------------------------                                                                Available funds/points;      Balance                                                   Remaining funds/points                                                                Point balance      --------------------------------------------------------- ---------------------------------------------------------------      Account                                                   Card      --------------------------------------------------------- ---------------------------------------------------------------      Merchants                                                 Establishments      --------------------------------------------------------- ---------------------------------------------------------------                                                                Similar to a debit card; A prepaid Card;      Debit/Credit Card         &sbsp;                               Stored-value Card; Reward Card      --------------------------------------------------------- ---------------------------------------------------------------

6.       The AEIS or American Express logos (Blue Box) are not to be used on          Client pieces, as it implies that AEIS and/or American Express are more          involved in the program than providing the reward product. The words          new and introducing are limited to the first six months of use.

24

7.       Development of Cards or communication materials associated with the          following industries (including showing images related to these          industries, e.g. pictures of guns, cigarettes, etc.) must be reviewed          on a case-by-case basis.          Alcohol          Tobacco          Gambling          Firearms          Under no circumstances may any advertising appear in the following          media:





Howard Stern          Rush Limbaugh          Don Imus

8.       Development of Cards with company names or logos from adult          entertainment or pornography industries is strictly prohibited.

9.       Use the correct service Mark or registered Mark the first mention of          the name on each page.

10.      AEIS and American Express will treat communications sent through the          branding process as confidential.

11.      This Quick Reference Guide is not all-inclusive. All communications are          subject to the sole approval of American Express.

25

EXHIBIT 4.A

BRANDING APPROVAL PROCESS OVERVIEW

GET READY You have the idea for the piece We send you a low-resolution card or Gift Cheque image, if needed, for placement purposes only (FPO) You develop the layout

GET SET You send us the layout and copy We will review it in AEIS Branding and send to American Express Review Units You should allow a five (5) day turnaround* We will return any revisions with the high-resolution image, if needed

GO! You produce and distribute the piece You send us three (3) copies of the final printed piece to keep on file You (and we) celebrate your success!

* Standard turnaround is three to five business days, however, if unusual circumstances occur, the turnaround may take longer. Should this occur, we will notify you of any delay.

26

EXHIBIT 4.B

AEIS MERCHANT APPROVAL GUIDELINES AND PROCESS

INTRODUCTION / OVERVIEW

The AEIS Communications Group requires review of any new or revised materials, which include any mention of Merchant Partners -- in order to ensure proper merchant guidelines. This includes ALL advertising, promotional and marketing materials in any medium (INCLUDING: COMMUNICATIONS, ADVERTISING, SALES PROMOTION COLLATERAL, DIRECT MAIL, PRESS RELEASES, VIDEOS, WEB SITES, PROMOTIONAL ITEMS, SALES PRESENTATIONS AND SIMILAR MATERIALS.) Copy and layout should be submitted as early as possible. Due to the type of communications piece, approval could take anywhere from 3 to 10 business days.

MERCHANT SUPPORTING DOCUMENTATION FOR APPROVAL GUIDELINES

Consumer applications are typically more involved. Generally, consumer programs are targeted to a wider audience; therefore, the implications are greater for the merchant. For this reason, the merchants mandate that AEIS seek individual approvals from each and every merchant.

Any standard applications using customized collateral should be reviewed by AEIS for content and accuracy. Even in the cases where standard program materials are to be used, AEIS will need to internally review any customized announcements and/or teasers. More than likely, these pieces feature only merchant names or merchant lists in print and can typically be approved within 24-48 hours.

Pieces using only select groups of merchants, photos or logos will generally require a higher level of approval and depending on the merchants used, may require approval from the merchant as well. The approval timeline will range from three to ten (3-10) business days for existing/ongoing.

Once, layout and copy are approved by AEIS Communications Group, Merchant Partnerships, Operations and American Express, any ongoing and additional changes must also be approved.

IMAGES, LOGOS, PRODUCT PATENT, AND REGISTERED/SERVICE MARKS

IMAGES AND LOGOS The following are examples of merchant image and logo usage, which require merchant approval through Merchant Partnerships:

o        Any communication or collateral, whether standard or customized,          containing merchant images or logos must be reviewed by Merchant          Partnerships o        Any new design work of merchant logos and images not previously          approved o        Use of standard merchant logos in any color other than the original          color o        Unique positioning of merchant images - surrounding merchants, etc.





o        Direct mail pieces, which include merchant references when only          select merchants are referenced. o        Unusual type of creative print work such as posters o        Borders around logos and busy backgrounds o        Any copy or tag-lines not previously approved o        Under no circumstances are press release photos to be used on or in          association with any form of communication relating to incentive card          programs unless approved by Merchant Partnerships' contact. o        Images and/or logos are not to be altered (cropped, inset, or overlaid)          unless approved by Merchant Partnerships' contact. o        All images used in magazine format must be obtain merchant copy write          information next to the image

MERCHANT PARTNERSHIPS RESERVES THE RIGHT TO REMOVE IMAGES AT ANY TIME          THAT MAY BE DEEMED INAPPROPRIATE REPRESENTATION OF THE MERCHANT (THIS          INCLUDES OUTDATED OR SEASONAL IMAGES AND LOGOS).

ALL QUESTIONS REGARDING MERCHANT COMMUNICATION APPROVAL SHOULD BE          SUBMITTED TO ANN FINK AT ANN.FINK@AEIS.COM, 636-226-2043.

27

EXHIBIT 5

CATEGORY CARD TARGET ACQUISITIONS

---------------------------------------------------------------------------------------------- PRIMARY CARD                              MARKETING CATEGORIES    TARGET MERCHANTS ---------------------------------------------------------------------------------------------- CONSUMER CATEGORIES: ----------------------------------------------------------------------------------------------                                                              Entertainment - Electronics & Misc        Electronics             Best Buy ---------------------------------------------------------------------------------------------- Apparel & Services                        Apparel                 TJ Maxx, Marshalls ---------------------------------------------------------------------------------------------- Household Furnishings & Equipment -       Major and Small         Best Buy Major and Small Appliance & Misc          Appliances household equipment ---------------------------------------------------------------------------------------------- Telephone Services                        Phones and Accessories  Best Buy ---------------------------------------------------------------------------------------------- Household Furnishings & Equipment -       Home furnishings and textiles and Furniture                    decorations             Home Goods ---------------------------------------------------------------------------------------------- Restaurants                               Restaurants             Darden (Red Lobster, Olive                                                                   Garden, etc.) ---------------------------------------------------------------------------------------------- Gifts - combined from all categories      Gifts                   Fossil                                                                   Crabtree & Evelyn*                                                                   Barnes & Nobles ---------------------------------------------------------------------------------------------- Entertainment - Tickets & Admissions      Entertainment           Regal Theatres, Hollywood                                                                   Video, Ticketsnow.com ---------------------------------------------------------------------------------------------- Gasoline & Motor Oil                      Auto Accessories        Autozone/TBD ---------------------------------------------------------------------------------------------- Entertainment - Toys                      Gifts                   Toys R Us ---------------------------------------------------------------------------------------------- Personal Care Products & Drugs            Drugs                   Walgreens ---------------------------------------------------------------------------------------------- ALTERNATE CATEGORIES: ---------------------------------------------------------------------------------------------- Office Supplies                           Office Supplies         Staples ---------------------------------------------------------------------------------------------- Sporting Goods                            Sporting Goods          Sports Authority ---------------------------------------------------------------------------------------------- Entertainment                             Pet Supplies            Petsmart ----------------------------------------------------------------------------------------------

28

EXHIBIT 5.A

GROCERY CARD TARGET ACQUISITIONS

Longs HEB Piggly Wiggly Save Mart ShopKo Safeway Staters

29 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

A:
Each policy of insurance which                   Schoolpop is required to possess under this Agreement shall                   name AEIS, and its Directors, Officers, and Employees, as                   additional insured in the insurance policy limits herein                   required.
****