TASK DEFINITION: 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.
PROBLEM: 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

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

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

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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).

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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.

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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.

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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.

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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.

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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.

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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?

SOLUTION: 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.

PROBLEM: This Amendment is entered into effective October 1,1996 (Amendment Date) by and between NETGEAR, Inc. (NETGEAR), a wholly owned subsidiary of Bay Networks, Inc., and Ingram Micro (Distributor) acting on behalf of itself and its affiliates.

NETGEAR and Distributor having previously entered into a Distributor Agreement (Agreement) with an Effective Date of March 1,1996, now mutually agree to amend that Agreement as follows:

1.       Subject to the terms of this Amendment, the Territory listed in Section          2 of the Agreement is amended to be the United States and [*].

2.       During the initial one year period beginning on the Amendment Date,          Distributor shall be the only distributor appointed by NETGEAR in [*],          subject to Distributor conducting mutually agreed to marketing          activities as described in the Marketing Plan for [*] to be developed          and agreed to by and between the parties and which shall be attached to          and made a part of this Agreement as Exhibit 4a. For the purposes of          this provision, distributor shall mean a company acquiring products          directly from NETGEAR for resale or license to dealers or other second          tier resellers which in turn resell or license the products to end use          customers. The foregoing notwithstanding, during the [*] and any          subsequent period, NETGEAR reserves the right to sell or license          Products in [*] to customers other than distributors such as, but not          limited to resellers who procure Products at centralized locations for          resale to end-use customers solely through their wholly or majority          owned retail outlets, both store-front and catalog. Following the [*],          for any extension or renewal term, Distributor's appointment as          Distributor shall be non-exclusive and NETGEAR may appoint other          distributors in [*] at its sole discretion.

3.       The terms and conditions of this Amendment, shall amend and supersede          any conflicting terms of the original Agreement. All other terms of the          original Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.

NETGEAR:                                       DISTRIBUTOR:

NETGEAR, INC.                                  INGRAM MICRO

By: /s/ Lloyd Cainey                           By: /s/ Michael Terrell     ---------------                                ------------------- Name: /s/ Lloyd Cainey                         Name:   Michael Terrell Title: Exec VP Enterprise Business Group       Title:  Vice President Purchasing Date:  4/30/97                                 Date:   2/21/97

Ingram Amendment                        1                                 111296

                         CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

[INGRAM MICRO LOGO]

                               AMENDMENT #2 TO THE                              DISTRIBUTION AGREEMENT

THIS AMENDMENT (the Amendment) is entered into this 15th day of July 1998, by and between INGRAM MICRO INC. (Ingram) and NETGEAR, INC. (Vendor).

The parties have agreed to amend their Distribution Agreement (Agreement) dated October 1,1996.

1.       Section 2, TERRITORY, is amended to be United States, [*].

2.       This Amendment shall remain in effect for the current term and any          renewal term of the Agreement.

Notwithstanding the foregoing, all other provisions of the Agreement remain unchanged. The undersigned has read this Amendment, agrees hereto, and is an authorized representative of its respective party.

INGRAM MICRO INC.                                    NETGEAR, INC. 1600 East St. Andrew Place                           4401 Great America Parkway Santa Ana, CA 92705                                  P.O. Box 58185                                                      Santa Clara, CA 95052-8185

By: /S/ AC Mann                                         By: /s/ PATRICK Lo     ----------------                                        -------------------- Name:  AC Mann                                       Name:  PATRICK Lo Title: VP Purchasing                                 Title: V. P.

Netgear, Inc.                     1                  Confidential Doc Rev 2/97                                              7/15/98 
Question: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract

SOLUTION: this 15th day of July 1998

PROBLEM: DIGITAL CINEMA DESTINATIONS CORP.     NETWORK AFFILIATE AGREEMENT     THIS NETWORK AFFILIATE AGREEMENT (this Agreement) is made as of this 14th day of March, 2011 by and between National CineMedia,  LLC, a Delaware limited liability company (NCM), and Digital Cinema Destinations Corp., a Delaware corporation (Network Affiliate and with  NCM, each a Party and collectively, the Parties).     BACKGROUND     WHEREAS, NCM operates a Digital Content Network of proprietary and third-party hardware and software pursuant to which the  Service may be digitally transmitted to equipment and facilities installed in, and displayed on movie screens, video display terminals and similar  equipment located in, movie theatres or other high traffic retail establishments, as further described herein;     WHEREAS, Network Affiliate owns and operates a theatre circuit with a patron base in excess of 400,000 patrons; and     WHEREAS, both Network Affiliate and NCM want to expand NCM's advertising footprint in the markets served by Network Affiliate;  and     WHEREAS, NCM and Network Affiliate want to enter into a strategic alliance under which NCM will provide the Service to Network  Affiliate, and Network Affiliate will accept and display the Service in its theatres, all on the terms set forth herein.     NOW, THEREFORE, in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable  consideration, the receipt and sufficiency of which are hereby expressly acknowledged, and, intending to be legally bound hereby, the Parties  agree as follows:     ARTICLE I  DEFINITIONS     The following terms shall have the following meanings:     Advertising Revenue Share has the meaning assigned to it in Section 7.1.     Advertising Services means the advertising and promotional services (including the Digital Content Service, the Digital Carousel, the  Traditional Content Program, Lobby Promotions and Event Sponsorships) as described in Part A of Exhibit A.     Base Amount has the meaning assigned to it in Section 7.2.     Beverage Agreement means that certain Beverage Agreement, Pepsi dated January 1, 2011.       1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Branded Slots has the meaning assigned to it in Section 3.6(b).     Change of Control has the meaning assigned to it in Section 14.8.     Confidential Information means any and all technical and non-technical information of or related to either Party, including, without  limitation, proprietary information, know-how, the NCM Property and Derived Works, and information related to or regarding either Party's  research and development, finances, suppliers, customers, business forecasts, and marketing plans, in whatever form disclosed or made available.  Confidential Information does not include information which: (i) the recipient can demonstrate was already known to it at the time of its receipt  hereunder; (ii) is or becomes generally available to the public other than by means of the recipient's breach of its obligations under this  Agreement; (iii) is independently obtained from a third party whose disclosure violates no duty of confidentiality; or (iv) is independently  developed by or on behalf of the recipient without use of or reliance on any Confidential Information furnished to it under this Agreement.     Costs has the meaning assigned to it in Section 10.1.     Derived Works has the meaning assigned to it in Section 12.2.     Digital Carousel means a loop of slide advertising with minimal branding and entertainment content which (i) is displayed before the  Pre-Feature Program in Digitized Theatres via the Digital Content Network and (ii) is displayed before the Traditional Content Program in Non- Digitized Theatres via a non-digital slide projector.     Digital Cinema Services means services related to the digital playback and display of feature films at a level of quality commensurate  with that of 35 mm film release prints that include high-resolution film scanners, digital image compression, high-speed data networking and  storage, and advanced digital projections.     Digital Content Network means a network of Equipment and third-party equipment and other facilities which provides for the  electronic transmission of digital content, directly or indirectly, from a centrally-controlled location to Theatres, resulting in the on-screen  exhibition of such content in such Theatres, either in Theatre auditoriums or on Lobby Screens.     Digital Content Service means the Pre-Feature Program, Policy Trailer and the Video Display Program.     Digitized Theatres means all Theatres that are connected to the Digital Content Network as of the Effective Date and all Theatres that  subsequently connect to the Digital Content Network, as of the date such connection is established.     Dispositions has the meaning assigned to it in Section 2.6.     Effective Date has the meaning assigned to it in Section 3.1.     Equipment means (a) the equipment and cabling which is necessary to schedule, distribute, play, reconcile and otherwise transmit and  receive transmission of the Digital Cinema Service, known as small d Equipment; and (b) the equipment and cabling which is necessary to  schedule, distribute, play, reconcile and otherwise transmit and receive transmission of the Digital Cinema Service, known as Big D Equipment.



  2

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Excluded Theatres has the meaning assigned to it in Section 3.10(a).     Exclusivity Exceptions has the meaning assigned to it in Section 6.1.     Flight has the meaning assigned to it in Section 3.2(a).     IMAX Screens has the meaning assigned to it in Section 3.10(b).     Infringement has the meaning assigned to it in Section 11.2.     Initial Term has the meaning assigned to it in Section 8.1.     Inventory means any advertising or other content.     Lobby Screen means a plasma, LED or other type of screen displaying digital or recorded content that is located inside a Theatre and  outside the auditoriums, or any other type of visual display mechanism that replaces such a screen.     Lobby Promotions has the meaning assigned to it in Part A of Exhibit A.     Marketing Materials has the meaning assigned to it in Section 5.3(a).     Minimum Fee has the meaning assigned to it in Section 7.2.     NCM has the meaning assigned to it in the preamble of this Agreement.     NCM Equipment has the meaning assigned to it in Section 2.3.     NCM Marks means the trademarks, service marks, logos, slogans and/or designs of NCM, each as identified on Exhibit C, in any and  all forms, formats, and styles.     NCM Property has the meaning assigned to it in Section 12.1.     NCM Quality Standards has the meaning assigned to it in Section 5.3(a).     Net Revenue has the meaning assigned to it in Section 7.1(b).     Network Affiliate has the meaning assigned to it in the preamble of this Agreement.     Network Affiliate Marks means the trademarks, service marks, logos, slogans and/or designs of Network Affiliate, each as identified  on Exhibit C, in and any and all forms, formats, and styles, and including the Brand.     Network Affiliate Quality Standards has the meaning assigned to it in Section 5.4(c).



  3

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Non-Digitized Theatres means Theatres that are not Digitized Theatres.     Party or Parties has the meaning assigned to it in the preamble of this Agreement.     Play List has the meaning assigned to it in Section 3.2(a).     Policy Trailer has the meaning assigned to it in Section 3.6(a).     Point-of-Sale Information has the meaning assigned to it in Section 5.1.     Pre-Feature Program means a program of digital content of between twenty (20) and thirty (30) minutes in length which is distributed  by NCM through the Digital Content Network for exhibition in Digitized Theatres prior to Showtime, or distributed non-digitally by some other  means, including DVD, for exhibition prior to Showtime in Non-Digitized Theatres.     Renewal Term has the meaning assigned to it in Section 8.1.     Representatives has the meaning assigned to it in Section 10.1.     Service means the Advertising Services and the Video Display Program.     Showtime means the advertised showtime for a feature film.     Software means the proprietary software owned and/or licensed by NCM or its affiliates and which is installed on the Equipment and  used in connection with delivery of the Service.     Term has the meaning assigned to it in Section 8.1.     Territory means the United States of America, its territories and possessions.     Theatre Advertising means advertisement of one or more of the following activities associated with operation of the Theatres: (A)  Network Affiliate's gift cards, loyalty programs and other items related to Network Affiliate's business in the Theatres (other than film related) and  (B) events presented by Network Affiliate. Additionally, Theatre Advertising shall include advertising, marketing and promotion of a local radio  station or stations (but with no mentions or promotions of any third party) with which Network Affiliate has entered into a barter transaction for  advertising of one or more of the Theatres by the radio station(s) in exchange solely for advertising the radio station or stations in one or more of  the Theatres, entered into for the purpose of generating increased attendance at the Theatres (the Strategic Program). Such advertising for the  Strategic Program may be placed in the Branded Slots, in Network Affiliate's slides exhibited in the Digital Carousel and in that portion of the Video  Display Program to which Network Affiliate has access for advertising (but for no more than one minute of time for every 30 minutes of Video  Display Program advertising). Strategic Programs may not be made on an exclusive basis. No more than one Strategic Program may be run in any  Theatre at any time.



  4

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Theatres means the individual Network Affiliate theatres listed on Exhibit B, as such list may be modified from time to time.     Traditional Content Program means advertising and other promotional content which is displayed on 35 mm film before Showtime.     Trailer means a promotion secured by Network Affiliate (which retains the exclusive rights to so secure for all of its Theatres) for a  feature film that is distributed by the distributor of the feature film for exhibition in the Theatres after Showtime.     Video Display Program means a program of digital content shown on Lobby Screens which is distributed by NCM through the Digital  Content Network for exhibition in Digitized Theatres, and non-digitally by some other means, including DVD, for exhibition in Non-Digitized  Theatres.     ARTICLE II  EQUIPMENT     Section 2.1 Equipment Purchase.     (a) Traditional. For those theatres listed on Exhibit B not equipped for Digital Content Service, NCM will promptly install a non- digital slide projector in each auditorium necessary to exhibit the Traditional Content Program.     (b) small d. Not later than six (6) months after NCM shall first deliver the Service to the Theatres, NCM will acquire the small d  Equipment and shall install such Equipment in the Network Affiliate Theatres indentified on Exhibit B, but NCM shall not be obligated to spend  more than $9,000 per screen. The cost of such small d Equipment shall be paid 100 percent (100%) by NCM. The type of equipment and technology  for such connectivity shall be at NCM's discretion.     (c) Big D. Network Affiliate, may at any time in its sole and absolute discretion, convert any of the Theatres so that Digital  Cinema Services can be provided, using technology commonly known Big D technology. Network Affiliate shall purchase or lease and shall install  such Big D Equipment in the Network Affiliate Theatres. The cost of such Big D Equipment shall be paid 100 percent (100%) by Network Affiliate.  The type of equipment and technology for such connectivity shall be subject to NCM's approval which shall not be unreasonably withheld,  conditioned or delayed.     Section 2.2 Operational Costs. All costs associated with Network Affiliate's use of the Equipment, including the cost of electricity,  telephone lines and the like, will be borne exclusively by Network Affiliate.     Section 2.3 Ownership of small d Equipment. NCM will own the small d Equipment it has purchased pursuant to Section 2.1(b) (the  NCM Equipment). NCM shall depreciate the cost of the NCM Equipment on a calendar quarterly basis, provided that the method used will result  in full depreciation at the end of the five-year period commencing on the Effective Date. Upon expiration or termination of the Agreement for any  reason, Network Affiliate shall pay NCM the value of the NCM Equipment, if any, that remains on NCM's financial statements as of the time of  such expiration or termination. Upon payment of such amount to NCM by Network Affiliate at the time of such expiration or termination, NCM's  ownership interest in the NCM Equipment will transfer to Network Affiliate.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 2.4 Ownership of Big D Equipment. Network Affiliate will own the Big D Equipment it has purchased or leased pursuant to  Section 2.1(c) (the Network Affiliate Equipment) and NCM disclaims any ownership interest, rights or liens in the Network Affiliate Equipment.     Section 2.5 Installation. Except as otherwise provided herein, NCM and/or its subcontractors shall be solely responsible for the  installation of all Equipment purchased pursuant to Section 2.1(a) or 2.1(b), and any Equipment necessary for connectivity under Section 2.1(c), as  well as for ancillary services such as software integration. The cost of such installation, including, without limitation, outside labor costs and out- of-pocket costs (whether payable to outside labor or incurred by employees and paid to third parties), shall be deemed capital investment costs  and shall be paid for one hundred percent (100%) by NCM. NCM shall use commercially reasonable efforts to install the Equipment in a manner  reasonably calculated not to disrupt Network Affiliate's operations, on such schedule as is reasonably determined by NCM from time to time and  reasonably agreed to in advance by Network Affiliate. Network Affiliate shall be solely responsible for obtaining any consents required for the  installation or use of any Equipment at any Theatre, including without limitation, governmental and landlord consents. Any relocation or  repositioning of any Equipment installed in any Theatre shall be performed only upon prior consultation with NCM. NCM and its subcontractors  shall at all times be provided reasonable access to the Theatres, as required to install the Equipment according to the installation rollout schedule,  and otherwise as reasonably necessary to perform its obligations and/or enforce its rights under this Agreement. Network Affiliate shall use  commercially reasonable efforts to ensure that all Equipment delivered to any Theatre or otherwise in the possession, custody or control of  Network Affiliate is secure and not accessible by authorized third parties.     Section 2.6 Dispositions and Additions of Theatres.     (a) Dispositions. Network Affiliate shall use commercially reasonable efforts to provide NCM at least six (6) months advance  written notice (or such lesser time for notice as may be practicable based upon the date of execution of the agreement for such disposition and the  disposition date) of the sale or other disposition of a Theatre, the loss of any Theatre lease, or its desire to permanently discontinue delivery of the  Service to a Theatre (collectively, a Disposition). Subject to the provisions of Section 2.3 with respect to transfer of title to NCM Equipment, at  least thirty (30) days prior to any Disposition, NCM shall be permitted to enter the affected Theatre(s) and remove any NCM Property. Except in  connection with a Disposition, Network Affiliate shall not be permitted to permanently discontinue Service to any Theatre without the prior written  consent of NCM, which consent will not be unreasonably withheld, conditioned or delayed. The costs of removal of NCM Equipment from any  Theatre to which Service has been permanently discontinued shall be borne by Network Affiliate.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (b) Acquisitions. Any Network Affiliate theatre built or acquired following the Effective Date shall, upon mutual agreement of  the parties, become a Theatre, and the capital costs of equipping all such new Theatres to receive the Service shall be as mutually agreed.     Section 2.7 Training. Network Affiliate agrees to permit NCM to provide training services to Network Affiliates' support staff and  customer service and other employees and agents. Network Affiliate shall cause its employees to attend such training and to follow the  instructions given by NCM in such training as well as in follow-up instructions, guidelines and manuals of any kind provided to Network Affiliate  by NCM.     ARTICLE III  DELIVERY OF THE SERVICE     Section 3.1 Transmission of the Service. On the Effective Date (the date on which NCM first provides the Service to the Theatres) NCM  shall provide all aspects of the Service to Network Affiliate and Network Affiliate shall exhibit and otherwise participate in such aspects of the  Service, on the terms and conditions set forth herein. During the Term, all Theatres will participate in the Service as either Digitized Theatres or  Non-Digitized Theatres. The Parties contemplate that the Effective Date will be on or about __________________________.     (a) Digitized Theatres. As of the Effective Date and during the Term, pursuant to the terms of Section 3.2, NCM will provide the  following Services to the Digitized Theatres, and all Digitized Theatres will participate in (i) the Digital Carousel during the period beginning after  the preceding feature film (or, in the case of the first feature film of the day, beginning after the opening of the auditorium doors for that film) until  the beginning of the Pre-Feature Program, (ii) the Pre-Feature Program, (iii) the Policy Trailer and (iv) the Video Display Program.     (b) Non-Digitized Theatres. As of the Effective Date and during the Term, pursuant to the terms of Section 3.2, NCM will provide  the following Services to the Non-Digitized Theatres, and all Non-Digitized Theatres will participate in (i) the slide carousel during the period  beginning after the preceding feature film (or, in the case of the first feature film of the day, beginning after the opening of the auditorium doors for  that film) until the beginning of the Traditional Content Program, (ii) the Traditional Content Program, (iii) the Policy Trailer and (iv) the Video  Display Program, but with respect to participation of Non-Digitized Theatre's participation in the Video Display Program, only to the extent that a  Non-Digitized Theatre has at least one Lobby Screen and has the requisite equipment necessary to participate in the Video Display Program. No  Non-Digitized Theatre will be obligated to participate in, nor will NCM be obligated to provide to any Non-Digitized Theatre, the Pre-Feature  Program.     (c) Lobby Promotions. NCM shall provide Lobby Promotions to Theatres and Theatres shall participate in Lobby Promotions as  described in Section 3.3.     (d) Conversion of Theatres. No Digitized Theatre shall become a Non-Digitized Theatre without the mutual agreement of  Network Affiliate and NCM.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.2 Content and Distribution of the Digital Content Service and Traditional Content Program.     (a) Distribution. On the Effective Date, NCM will commence distribution of the Digital Carousel, the Digital Content Service and  the Traditional Content Program to the Digitized Theatres and Non-Digitized Theatres, all as set forth above in Section 3.1. With respect to  Digitized Theatres, content shall be distributed through the Digital Content Network, via either NCM's satellite network or by NCM's or Network  Affiliate's landline network. Each of the Pre-Feature Program and the Video Display Program shall consist of Inventory comprising a single play list  (Play List). The Play List will be refreshed during the Term when and as determined by NCM but not less frequently than 12 times per year (each  a Flight).     (b) Pre-Feature Program. As of the Effective Date, the Pre-Feature Program shall consist of four (4) or more elements, including:  (i) commercial advertising; (ii) promotions for the Network Affiliate brand (including the Branded Slots), Concessions sold and services used by  Network Affiliate and other products and services in accordance with Section 3.6; (iii) interstitial content; and (iv) other entertainment  programming content which, while promotional of businesses or products, shall be primarily entertaining, educational or informational in nature,  rather than commercially inspired.     (c) Video Display Program. The elements of the Video Display Program shall be, generally, the same as those for the Pre-Feature  Program, and will include the Branded Slots. NCM specifically agrees that the Video Display Program will contain only material that has received,  or had it been rated would have received, an MPAA G or PG rating. Lobby Screens displaying the Video Display Program shall be located in  areas of Theatres of NCM's choosing (subject to Network Affiliate's reasonable consnent and operational constraints and provided relocation of  existing Lobby Screens is not required). Network Affiliate is obligated to provide a location for at least one Lobby Screen per Digitized Theatre  with ten or fewer screens, two Lobby Screens per Digitized Theatre with eleven to twenty screens and three Lobby Screens per Digitized Theatre  with more than twenty screens; provided, however, that Network Affiliate shall have no obligation to increase the number of Lobby Screens in any  Theatre that has at least one Lobby Screen that is capable of receiving the Video Display Program as of the Effective Date.     Section 3.3 Delivery of Lobby Promotions. On the Effective Date, NCM will make available to the Theatres the Lobby Promotions, and  Network Affiliate will accept such Lobby Promotions on the terms and conditions set forth herein.     (i) The Inventory of Lobby Promotions for each Theatre that Network Affiliate agrees to display pursuant to this  Agreement is set forth in Exhibit A-1. NCM may provide additional Lobby Promotions, subject to approval by Network Affiliate. NCM will take all  other actions necessary and prudent to ensure the delivery of Lobby Promotions as required under the terms hereof. NCM will inform Network  Affiliate of the length of time that Lobby Promotions and additional Lobby Promotions, if any, are to be displayed.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (ii) NCM covenants and agrees that Lobby Promotions provided pursuant to this Agreement will conform to all  standards and specifications of which Network Affiliate provides NCM reasonable notice during the Term, including without limitation standards  and specifications with respect to manufacturers and suppliers, sizing (e.g., cup and popcorn tub sizing), timing of delivery of concession supplies  to Theatres, reimbursement of incremental costs (e.g., cups, floor mats, plates) and the like. Lobby Promotions (i) will contain only material that has  received, or had it been rated would have received, an MPAA G or PG rating, (ii) that the only type of sampling that will be permitted is exit  sampling, (iii) to refrain from distributing chewing gum as part of any Lobby Promotion, other than attended sampling as patrons are exiting the  Theatre, (iv) not to permit a Lobby Promotion that would distribute or sample any item that is the same as or substantially similar to any item sold  at the Theatre's concession stand and (v) not to permit a Lobby Promotion involving fund raising on Theatre property.     (iii) NCM will be responsible for all costs and expenses associated with sourcing, production, delivery and execution of  Lobby Promotions to the Theatres, including incremental costs actually incurred by the Theatres in connection with Lobby Promotions. In its  discretion, Network Affiliate may make employees available to assist in Lobby Promotions requiring exit sampling; provided that NCM shall  reimburse Network Affiliate for the employees' time used to conduct the exit sampling at their customary wage.     Section 3.4 Content Standards. The Parties agree that (unless mutually agreed by the Parties with respect to clauses (i), (iii), (iv), (v) or  (vi)) all content within the Service will not contain content or other material that: (i) has received, or had it been rated would have received, an  MPAA X or NC-17 rating (or the equivalent), (ii) promotes illegal activity, (iii) promotes the use of tobacco, sexual aids, birth control, firearms,  weapons or similar products; (iv) promotes alcohol, except prior to R-rated films in the auditorium; (v) constitutes religious advertising (except  on a local basis, exhibiting time and location for local church services); (vi) constitutes political advertising or promotes gambling; (vii) promotes  theatres, theatre circuits or other entities that are competitive with Network Affiliate's theatre operating business or NCM; or (viii) otherwise  reflects negatively on Network Affiliate or adversely affects Network Affiliate's attendance as determined in Network Affiliate's reasonable  discretion. Additionally, the service will not contain any material that depicts or advertises products competitive to the Beverage Agreement  (except as an incidental product placement in content not created by NCM). Network Affiliate may, without liability, breach or otherwise, prevent  and/or take any other actions with respect to the use or distribution of content that violates the foregoing standards; provided, that with respect  to this Section 3.4(viii), Network Affiliate may opt out of such advertising only with respect to Theatres in the geographic locations identified,  which may include all of Network Affiliate's Theatres. If the Digital Content Service contains any content that violates the foregoing standards,  NCM will use commercially reasonable efforts to remove such content as soon as reasonably practical. If NCM fails to remove such content within  a reasonable time, Network Affiliate may discontinue the Digital Content Service in such auditoriums where such content is shown until the  violating content is removed and shall have no liability for such discontinuation. If any other elements of the Service contain any content that  violates the foregoing standards, NCM shall at Network Affiliate's request, or Network Affiliate acting on its own behalf may, upon giving written  notice to NCM, remove such content immediately.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.5 Development of the Program. All operational costs associated with NCM's procurement, preparation and delivery of the  Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by NCM. Except as  provided herein, all in-Theatre operational costs associated with Network Affiliate's receipt and exhibition of the Service within the Theatres shall  be borne exclusively by Network Affiliate. NCM will provide at its own expense all creative and post-production services necessary to ingest,  encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory  provided by Network Affiliate for inclusion in the Digital Content Service must (i) be submitted to NCM for review for compliance with (ii) and (iii)  below as NCM may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise  previously approved by NCM), (ii) satisfy the content restrictions enumerated in Section 3.4, and (iii) be fully produced in accordance with NCM's  technical specifications as promulgated by NCM from time to time (all as provided in written or electronic form to Network Affiliate), ready for  exhibition, as well as in accordance with applicable NCM commercial standards and operating policies, and all applicable federal, state and local  laws and regulations. Any Inventory provided by Network Affiliate for review and approval by NCM need not, once approved by NCM, be  resubmitted by Network Affiliate for approval in connection with any future use.     Section 3.6 Policy Trailer; Branded Slots.     (a) Policy Trailer. The policy trailer will be (i) up to 60 seconds, (ii) exhibited in the Theatres after Showtime, (iii) be customized to  include the name of the Network Affiliates Theatre business and (iii) used to feature content relating to Theatre policy and operations, and may  include (w) a policy service announcement that promotes appropriate theatre behavior, (x) promotions of Network Affiliate Concessions, (y) upon  prior written approval of Network Affiliate, other promotional materials of third-party products for which NCM sells advertising and is paid a fee  (the Policy Trailer). All costs associated with producing the Policy Trailer shall be borne by Network Affiliate.     (b) Branded Slot. The Digital Content Service will feature (i) up to two (2) minutes for Theatre Advertising (the Branded Slots)  in each Play List. Each Branded Slot may only exhibit Theatre Advertising. NCM is required to include no less than forty-five (45) seconds of  Branded Slots within the final fifteen (15) minutes of the Play List, fifteen (15) seconds of which shall be included within the final eleven (11)  minutes of the Play List; provided, that NCM may begin these Branded Slots up to one minute earlier when NCM expands the amount of  advertising units that follow these Branded Slots through the sale of additional advertising to third parties.     (c) Restrictions. Other than as permitted in Sections 3.6(a) or (b), neither the Policy Trailer nor the Branded Slot will not include  third-party advertising and/or third-party mentions for products and services, without NCM's prior written approval.     Section 3.7 Cooperation and Assistance. The Parties agree that the effectiveness and quality of the Service as provided by NCM are  dependent on the cooperation and operational support of both Parties.     (a) Network Affiliate agrees that it (and each of the Theatres) shall at all times during the Term provide NCM, at Network  Affiliate's own cost except as otherwise provided in this Agreement, with the following:



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (i) internal resources and permissions as reasonably required to effectuate delivery of the Service, including without  limitation projection and sound technicians and other employees to assist with NCM Equipment installation and Digital Content Service  transmission;     (ii) unless unavailable, 24 (hour) by 7 (day) real time access via Network Affiliate's network assets in conformity with  Network Affiliate's network use and security policies (provided in advance to NCM and consistently applied with respect to other Network  Affiliate service providers) to the in-Theatre software and hardware components of the Digital Content Network, so that NCM can monitor the  distribution and playback of the Service and the Parties will reasonably cooperate to ensure that corrections or changes are made as required to  deliver the Service;     (iii) detailed playback information in a form, whether electronic or hard copy, and at such times as either Network  Affiliate or NCM shall reasonably request;     (iv) prompt notification of reception, playback or other technical problems associated with receipt of the Service;     (v) the results of quality audits performed by Network Affiliate periodically during the Term upon NCM's request and  at its direction to confirm playback compliance;     (vi) adequate opportunities to train Network Affiliate personnel, as provided in Section 2.7;     (vii) attendance data film-by-film, rating-by-rating and Theatre-by-Theatre for all Theatres, in an electronic form and in a  format agreed by the Parties, at such times as are consistent with Network Affiliate's internal reporting systems but in any event at least weekly;     (viii) at such times as NCM shall reasonably request but no more often than on a quarterly basis, a list of all Theatres,  including (i) identification of which Theatres are Digitized Theatres, (ii) the number of screens at each Theatre, and (iii) identification of any  Theatres that are not equipped with at least one Lobby Screen to display the Video Display Program; and     (ix) such other information regarding the Services as NCM may reasonably request from time to time;     (b) For the avoidance of doubt, information made available subject to this Section 3.7 shall be subject to the provisions of  Section 13.1 (Confidential Treatment). Network Affiliate agrees to be included in any compliance reporting NCM provides to its advertisers and  other content providers for proof of performance.     (c) NCM and Network Affiliate shall use commercially reasonable efforts to ensure that the Digital Content Network will be  integrated with any network for the delivery of Digital Cinema Services such that the Services can be delivered over such network.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.8 Trailers. Trailers that are exhibited in the Theatres shall not include the exhibition or display of any trademark, service mark,  logo or other branding of a party other than the film studio(s), distributor(s), production company(ies); provided, however, Trailers may include  incidental images of products or services which appear in the motion picture (e.g., product placements).     Section 3.9 Customer Access to Pre-Feature Program. Network Affiliate shall use its reasonable efforts to provide audiences access to  the Theatre auditorium for the Pre-Feature Program or Traditional Content Program, as applicable.     Section 3.10 Excluded Theatres; IMAX Screens.     (a) Excluded Theatres. Network Affiliate shall have the right to designate art house and draft house theatres that for purposes of  this Agreement shall be Excluded Theatres. The list of Excluded Theatres identified as of the Effective Date is set forth on Exhibit D. Network  Affiliate shall provide written or electronic notice to NCM, in the form specified by NCM, each time there is a change in its list of Excluded  Theatres. Excluded Theatres shall not be deemed Theatres for purposes of this Agreement. Excluded Theatres will not receive Advertising  Services. Excluded Theatres will not be considered for purposes of the calculation of Advertising Revenue Share. Notwithstanding the foregoing,  Excluded Theatres will be subject to the exclusivity obligations of Network Affiliate, as set forth in Section 6.1, to the same extent as a Theatre  hereunder. With respect to any Theatre subsequently designated as an Excluded Theatre, the parties will negotiate in good faith terms for the  discontinuation of delivery of the Service to such Excluded Theatre.     (b) IMAX Screens. All Theatre screens dedicated to the exhibition of films using IMAX technology shall be deemed IMAX  Screens. IMAX Screens will not receive, and Network Affiliate will have no duty to exhibit on any IMAX Screen, the Digital Carousel, the Pre- Feature Program or the Traditional Content Program; provided however, that Network Affiliate may elect to exhibit the Digital Carousel, the Pre- Feature Program or the Traditional Content Program on its IMAX Screens in its sole discretion. Notwithstanding the foregoing, all IMAX Screens  will be subject to the exclusivity obligations of Network Affiliate, as set forth in Section 6.1 to the same extent as a Theatre hereunder. Network  Affiliate will provide NCM prompt written notice of any additions to or deletions from its list of IMAX Screens, which list appears on Exhibit D.  Network Affiliate shall provide written or electronic notice to NCM, in the form specified by NCM, each time there is a change in its list of IMAX  Screens.     Section 3.11 Grand Openings; Employee Uniforms. Notwithstanding anything herein to the contrary, Network Affiliate shall not be  prohibited from: (i) promoting the grand opening of a Theatre or an Excluded Theatre, provided such promotional activity (x) may occur only for  the thirty (30) day period immediately preceding the opening of the theatre to the general public through the thirty (30) day period immediately  following the opening of the theatre to the general public, and (y) includes local advertising of such opening in exchange for the advertising of  local businesses only, provided any on-screen advertising related thereto shall be subject to availability of on-screen Inventory and limited to one  (1) advertisement thirty (30) seconds in length; and (ii) allowing advertising for the supplier of Network Affiliate employee uniforms to appear on  such uniforms, provided that not more than two individual instances of such advertising ,may appear on any such uniform at any one time.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.12 License. NCM hereby grants to Network Affiliate at no cost a limited, non-exclusive, non-transferable, non-sublicenseable,  royalty-free license in the Territory during the Term only to receive, store, convert or otherwise manage, display and exhibit the Service on the  Equipment at Theatres solely in connection with its performance of and subject to all of the terms and conditions of this Agreement. Network  Affiliate may not materially alter the Service or otherwise exhibit the Service in a manner resulting in a material change in an average viewer's  perception of the Service or any Service content, nor may Network Affiliate use or make the Service available for any purpose, at any location, or in  any manner not specifically authorized by this Agreement, including without limitation recording, copying or duplicating the Service or any  portion thereof. Network Affiliate shall at all times use the NCM Equipment and the Service in accordance with such policies and procedures of  NCM as NCM may reasonably impose from time to time. Each party shall be solely responsible for obtaining and providing all rights, licenses,  clearances and consents necessary for the use of any content it provides, or that is prepared or provided on its behalf, as contemplated herein,  except as may otherwise be agreed by the parties in writing; provided, however, that, notwithstanding anything herein that might be construed to  the contrary, NCM shall not be obligated to provide any right, license, clearance or consent necessary to permit the public exhibition of music in  the Theatres (except with respect to background music provided by NCM or its affiliates).     ARTICLE IV  MAINTENANCE AND SUPPORT; MAKE GOODS     Section 4.1 Maintenance Obligation.     (a) At any time that NCM Equipment is installed in any Theatre, Network Affiliate shall use its reasonable efforts to ensure there  is no loss or damage to such NCM Equipment as a result of the standard or foreseeable operations of the Theatres, and to prevent piracy or other  theft of inventory exhibited through the use of the NCM Equipment or otherwise in its possession or control. Network Affiliate further agrees to  keep all NCM Equipment, including without limitation video display terminals, clean, and to promptly notify NCM if any NCM Equipment is not  functioning properly. For any NCM Equipment located in Theatres or otherwise in Network Affiliate's possession or control, Network Affiliate  shall be responsible for any loss, theft or damage of or to NCM Equipment to the extent attributable to the negligence or wrongdoing of Network  Affiliate.     (b) Subject to the foregoing, NCM and/or its subcontractors shall keep and maintain Equipment installed in the Theatres in good  condition and repair. Network Affiliate shall provide NCM and/or its subcontractor's access to the Equipment and such other support services as  NCM and/or its subcontractors reasonably require to provide, or have provided, installation, maintenance and repair services as required  hereunder. Network Affiliate further agrees to require Theatre operations personnel to perform, at NCM's direction, reasonable basic daily  verification of on-screen performance (including written confirmation of on-screen image and audio clarity). More detailed quality audits may be  performed by NCM personnel. NCM will provide Network Affiliate copies of all audit report reconciliations.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 4.2 Software Support. Provided that Network Affiliate is not in breach of this Agreement, NCM shall make available to Network  Affiliate at no cost pursuant to the terms of the license in Section 5.1 below all Software updates and upgrades to the extent such updates and  upgrades have been or are being made generally commercially available by NCM. Unless otherwise agreed to in writing by NCM, Network Affiliate  shall not permit any third party to perform or provide any maintenance or support services with respect to the Digital Content Network or the  Software.     Section 4.3 Service Level Agreement. Network Affiliate agrees to take all actions during the Term that are within its control and  reasonably necessary to permit delivery of the Service to the Theatres as contemplated by this Agreement.     Section 4.4 Make Goods. In the event either Party fails to satisfy its obligation or other agreement to provide Inventory, the Inventory  provided by either Party deviates from the standards imposed under this Agreement, or Inventory is not transmitted or exhibited as part of the  Service due to the inadvertence, negligence or fault of either Party (as may result, for example, from the failure by either party to supply or maintain  equipment or other technology necessary for transmission of the Service as required hereunder), then the Party not at fault may, as its sole and  exclusive remedy therefor, require that the other Party, at its sole expense, deliver make goods sufficient to achieve the level of Inventory  content impressions which would have occurred but for the inadvertence, negligence or fault of the other Party. The parties agree that this  exclusive remedy is essential to the smooth operation of the Service and the consistent performance of the parties under this Agreement. The type  and placement of make goods shall be as mutually agreed, it being the intent of the parties that the value of the make goods shall be substantially  the same as that which the party not at fault would have ordinarily received under this Agreement. All make goods shall be provided in the Theatre  in which the corresponding Inventory would have been exhibited.     ARTICLE V  INTELLECTUAL PROPERTY     Section 5.1 Software License. Subject to the terms and conditions of this Agreement, NCM hereby grants to Network Affiliate, and  Network Affiliate hereby accepts, a non-exclusive, non-transferable, non-sublicenseable, royalty-free limited license to the object code version of  the Software on Equipment at Theatres solely for the limited purpose of performing this Agreement. The parties agree that, as part of the set-up  services NCM will establish one or more connections between the Software and Network Affiliate's point-of-sale software and such other software  of Network Affiliate as is required to deliver the Service. The parties agree that NCM will have real-time access through the connections to  Network Affiliate's point-of-sale software to Network Affiliate's ratings, show-time, and attendance information, as shall be mutually determined  by the parties (the Point-of-Sale Information). The Point-of-Sale Information shall be deemed the Confidential Information of Network Affiliate  for all purposes of this Agreement. The parties will cooperate to ensure that NCM does not receive access through Network Affiliate's point-of- sale software to any information of Network Affiliate other than the Point-of-Sale Information.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 5.2 Software Restrictions. Network Affiliate acknowledges that the Software and any and all components thereof constitute  valuable trade secrets of NCM or its affiliates or licensors. Accordingly, except as may be expressly permitted under this Agreement, Network  Affiliate shall not, nor shall it permit, cause, or authorize any other person or entity to:     (a) Use the Software for any purpose, at any location, or otherwise access the Software in any manner not specifically authorized  by this Agreement;     (b) Make or retain any copy of the Software, except as specifically authorized by this Agreement;     (c) Re-engineer, reverse engineer, decompile, or disassemble the Software or create or recreate the source code for the Software;     (d) Modify, adapt, translate, or create derivative works based upon the Software, or combine or merge any part of the Software  with or into any other software or documentation;     (e) Refer to or otherwise use the Software as part of any effort to develop a program having any functional attributes, visual  expression, or other features similar to those of the Software or to compete with NCM or its affiliates;     (f) Remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or  recorded in the Software, or fail to preserve all copyright and other proprietary notices in any copy of the Software made by Network Affiliate to  the extent copying is permitted by this Agreement;     (g) Sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software or  Documentation;     (h) Use the Software to conduct any type of service bureau or time-sharing operation or to provide remote processing, network  processing, network telecommunications, or similar services to any person or entity, whether on a fee basis or otherwise; or     (i) Attempt to do any of the foregoing.     Section 5.3 License of the NCM Marks.     (a) Subject to the terms and conditions of this Agreement and such other standards, trademark usage guidelines and  specifications as are prescribed by NCM during the term of this Agreement (the NCM Quality Standards), NCM hereby grants to Network  Affiliate, and Network Affiliate hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in  accordance with Section 14.8 hereof), non-sublicenseable, limited license (i) to use the NCM Marks solely in connection with its receipt and  exhibition of the Service, as approved by NCM in writing in advance, and (ii) to use the NCM Marks in marketing or advertising materials  (Marketing Materials) that have been approved by NCM pursuant to the terms hereof. Network Affiliate acknowledges that NCM is and shall  remain the sole owner of the NCM Marks, including the goodwill of the business symbolized thereby. Network Affiliate recognizes the value of the  goodwill associated with the NCM Marks and acknowledges and agrees that any goodwill arising out of the use of the NCM Marks or any of them  by Network Affiliate shall inure to the sole benefit of NCM for all purposes hereof.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (b) Prior to using any Marketing Materials or depicting or presenting any NCM Mark in or on any Marketing Materials or  otherwise, Network Affiliate shall submit a sample of such Marketing Materials or other material to NCM for approval. NCM shall exercise  commercially reasonable efforts to approve or reject any such Marketing Materials or other material submitted to it for review within thirty (30)  days from the date of receipt by NCM. Network Affiliate shall not use, publish, or distribute any Marketing Materials or other material unless and  until NCM has approved it in writing. Upon receipt of such approval from NCM for a particular Marketing Materials or other material, Network  Affiliate shall not be obligated to submit to NCM substantially similar material for approval; provided, however, Network Affiliate shall timely  furnish samples of all such material to NCM. For the avoidance of doubt, nothing in this Subsection 5.3(b) shall limit or affect Network Affiliate's  obligations set forth in any other subsection of this Section 5.3 or any other provision of this Agreement.     (c) Any and all use or exercise of rights by Network Affiliate with respect to the NCM Marks shall be subject to and in  accordance with the NCM Quality Standards, and, without limiting such standards, subject to and in accordance with standards of quality and  specifications that conform to or exceed the highest quality standards and specifications achieved by NCM and its licensees in their use and  exercise of rights with respect to the NCM Marks. NCM shall have the right to change the NCM Quality Standards from time to time upon notice to  Network Affiliate.     (d) Network Affiliate shall cause the appropriate designation (TM) or (SM) or the registration symbol (R) to be placed  adjacent to the NCM Marks in connection with the use thereof and to indicate such additional or alternative information as NCM shall specify  from time to time concerning the use by Network Affiliate of the NCM Marks.     (e) Network Affiliate shall not use any NCM Mark in any manner that may reflect adversely on the image or quality symbolized  by the NCM Mark, or that may be detrimental to or tarnish the image or reputation of NCM. Notwithstanding anything herein to the contrary,  NCM shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if NCM, in its sole discretion,  determines that Network Affiliate's use of the NCM Marks or any of them is in violation of the terms of this Agreement or of the NCM Quality  Standards, or is otherwise disparaging to NCM's image or reputation, and such use is not conformed to the terms of this Agreement of the NCM  Quality Standards within ten (10) days of receipt of written notice thereof. NCM's obligation to provide any Services dependant upon the use of  the NCM Marks will be suspended during the period of any such suspension or termination, and NCM will have no liability for any failure to  perform such Services during such time period.     (f) Network Affiliate agrees not to use or adopt (i) any trademark or service mark which is confusingly similar to, or a colorable  imitation of, any NCM Mark or any part thereof, (ii) any trademark or service mark in combination with any NCM Mark, or (iii) any NCM Mark in  connection with or for the benefit of any product or service of any other person or entity. Network Affiliate shall not engage in any conduct which  may place NCM or any NCM Mark in a negative light or context, and shall not represent that it owns or has any interest in any NCM Mark other  than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of NCM (or any other owner) in and to any  NCM Mark.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 5.4 License of the Network Affiliate Marks.     (a) Subject to the terms and conditions of this Agreement, Network Affiliate hereby grants to NCM, and NCM hereby accepts, a  non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 14.8 hereof), non- sublicenseable, limited license (i) to use the Network Affiliate Marks solely in connection with its delivery of the Service, as approved by Network  Affiliate in writing in advance, and (ii) to use the Network Affiliate Marks in Marketing Materials that have been approved by Network Affiliate  pursuant to the terms hereof. NCM acknowledges that Network Affiliate is and shall remain the sole owner of the Network Affiliate Marks,  including the goodwill of the business symbolized thereby. NCM recognizes the value of the goodwill associated with the Network Affiliate Marks  and acknowledges and agrees that any goodwill arising out of the use of the Network Affiliate Marks by NCM shall inure to the sole benefit of  Network Affiliate for all purposes hereof.     (b) Prior to using any Marketing Material or depicting or presenting any Network Affiliate Mark in or on any marketing or  advertising material or otherwise, NCM shall submit a sample of such Marketing Material or other material to Network Affiliate for approval.  Network Affiliate shall exercise commercially reasonable efforts to approve or reject any such Marketing Material or other material submitted to it  for review within thirty (30) days from the date of receipt by Network Affiliate. NCM shall not use, publish, or distribute any Marketing Material or  other material unless and until Network Affiliate has approved it in writing. Upon receipt of such approval from Network Affiliate for a particular  Marketing Material or other material, NCM shall not be obligated to submit to Network Affiliate substantially similar material for approval;  provided, however, NCM shall timely furnish samples of all such material to Network Affiliate. For the avoidance of doubt, nothing in this  Subsection 5.4(b) shall limit or affect NCM's obligations set forth in any other subsection of this Section 5.4 or any other provision of this  Agreement.     (c) Any and all use or exercise of rights by NCM with respect to the Network Affiliate Marks shall be in accordance with  standards of quality and specifications that conform to or exceed the highest quality standards and specifications achieved by Network Affiliate  and its licensees in their use and exercise of rights with respect to the Network Affiliate Marks, as well as, without limiting the foregoing, such  other standards, trademark usage guidelines, and specifications as are prescribed by Network Affiliate (the Network Affiliate Quality Standards).  Network Affiliate shall have the right to change the Network Affiliate Quality Standards from time to time upon notice to NCM.     (d) NCM shall cause the appropriate designation (TM) or (SM) or the registration symbol (R) to be placed adjacent to the  Network Affiliate Marks in connection with the use thereof and to indicate such additional or alternative information as Network Affiliate shall  specify from time to time concerning the use by NCM of the Network Affiliate Marks.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (e) NCM shall not use any Network Affiliate Mark in any manner that may reflect adversely on the image or quality symbolized  by the Network Affiliate Mark, or that may be detrimental to the image or reputation of Network Affiliate. Notwithstanding anything herein to the  contrary, Network Affiliate shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if it  determines that NCM's use of the Network Affiliate Marks or any of them is in violation of its trademark usage guidelines or is otherwise  disparaging to its image or reputation, and such use is not conformed to such guidelines and other reasonable requests of Network Affiliate within  ten (10) days of receipt of written notice thereof. NCM's obligation to provide any Services dependant upon the use of the Network Affiliate Mark  will be suspended during the period of any such suspension or termination, and NCM will have no liability for any failure to perform such Services  during such time period.     (f) NCM agrees not to use (i) any trademark or service mark which is confusingly similar to, or a colorable imitation of, any  Network Affiliate Mark or any part thereof, (ii) any trademark or service mark in combination with any Network Affiliate Mark, or (iii) any Network  Affiliate Mark in connection with or for the benefit of any product or service of any other person or entity. NCM shall not engage in any conduct  which may place Network Affiliate or any Network Affiliate Mark in a negative light or context, and shall not represent that it owns or has any  interest in any Network Affiliate Mark other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any  rights of Network Affiliate (or any other owner) in and to any Network Affiliate Mark.     ARTICLE VI  MANDATORY PARTICIPATION AND EXCLUSIVITY     Section 6.1 Mandatory Participation and Exclusivity. During the Term, except as expressly provided in this Agreement, including Section  3.6 (Policy Trailer; Branded Slots); those provisions of Part A of Exhibit A that permit Network Affiliate to engage in certain Lobby Promotions;  Section 3.11 (Grand Openings, Employee Uniforms), collectively, the Exclusivity Exceptions, Network Affiliate shall subscribe for and NCM shall  be the exclusive provider to the theatres of the services specifically set forth in the definition of the Service. Except as permitted by the  Exclusivity Exceptions, during the Term, Network Affiliate shall neither engage nor permit a third party (excluding third party designees of NCM as  provided hereunder) to provide, or itself provide, to any of Network Affiliate's theatres any of the services specifically set forth in the definition of  Service. Subject only to the Exclusivity Exceptions, NCM shall be Network Affiliate's exclusive representative with respect to the procurement of  Inventory (including without limitation all on-screen advertising) for the Advertising Services. NCM shall be responsible, at its own expense, for  the coordination and administration of Inventory placement, whether nationally, regionally or locally, including without limitation the acceptance  of insertion orders, invoicing advertisers and other content providers, and the acceptance and collection of payments therefrom. Any Inventory  which has not been sold as of the date for its scheduled exhibition shall be allocated to make goods, remnant advertising, and other revenue- generating advertising. Nothing in this Agreement shall limit or affect (i) NCM's ability to contract or enter into any relationship with any Person  or entity for any product, service, or otherwise, whether or not similar to any products or services provided by NCM under this Agreement, or (ii)  Network Affiliate's ability to contract or enter into any relationship with any Person or entity for any product, service, or otherwise, other than the  services that will be provided exclusively by NCM as set forth in this Section 6.1 and meetings promoted and scheduled by Network Affiliate  theatre personnel as previously referenced in this Section 6.1. All rights with respect to advertising and promotions not explicitly granted  hereunder are reserved to Network Affiliate, including without limitation Network Affiliate's ability to offer and sell advertising to any third party  on any website on the Internet, its telephone ticketing service or other alternative media sources used for ticketing.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   ARTICLE VII  FEES     Section 7.1 Access Fee     (a) Digital Screen Usage Fee. On or before sixty (60) days after the end of each month during the Term, NCM shall pay to  Network Affiliate $30.00 per digitized screen (i.e., a screen connected to the Digital Content Network), provided Network Affiliate provides the  required attendance and screen count information as such information time frames are established by NCM on a monthly basis.     (b) Revenue Sharing. Each Party shall receive 50% of all Net Revenue derived from the sale of advertising Inventory that is  exhibited in the Theatres (the Advertising Revenue Share). For purposes of this Agreement, Net Revenue shall mean gross revenues from the  sale of advertising Inventory exhibited in the Theatres which is actually collected less refunds and any similar disbursements and any applicable  taxes or governmental charges other than ordinary income tax. Net Revenue shall include any revenue received by Network Affiliate, directly or  indirectly, through its use of or otherwise in connection with the Service and alternative or independent digital film distribution. Each party shall  render an accounting to the other on a monthly basis substantiating the calculation of Net Revenue payable during such month pursuant to  Section 8.3.     Section 7.2 Minimum Fee. For each twelve-month period following the Effective Date during the Term, and as long as Network Affiliate's  attendance base in the Theatres for the twelve (12) month period is equal to or greater than 400,000 patrons (the Base Amount), the amount paid  by NCM pursuant to Section 7.1(b) shall be not less than $ .17 per Theatre patron during such period with such amount increasing by 5% on each  anniversary of the Effective Date (the Minimum Fee). The Minimum Fee shall be prorated to account for (i) any periods during which Network  Affiliate's annual attendance base in the Theatres is lower than the Base Amount, and (ii) reductions in revenue associated with Network  Affiliate's rejection of content as permitted under Section 3.4. Any payments made in order to satisfy the Minimum Fee which can be  characterized as an advance of amounts due from advertising clients which is earned but not yet paid shall be deducted from the following  year's payments when such amounts have in fact been collected.     Section 7.3 Payment. Except as otherwise specifically provided in this Agreement, all amounts due by one Party to the other under this  Agreement, less any permitted deductions, shall be paid in full within sixty (60) days after the fiscal month in which such amounts were received  by the paying Party, or the receipt by the paying Party of an invoice therefore, as applicable.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 7.4 Audit. Each Party shall keep and maintain accurate books and records of all matters relating to the performance of its  obligations hereunder, including without limitation the sale of advertising, in accordance with generally accepted accounting principles. During the  Term and for a period of three (3) years thereafter, each Party, at its sole expense, shall, upon reasonable advance notice from the other party, make  such books and records available at its offices for inspection and audit by the other party, its employees and agents. Any audit with respect to  amounts payable by either party to the other party under this Agreement shall be limited to an audit with respect to amounts to be paid in the  current calendar year and immediately preceding calendar year only. Any period that has been audited pursuant to this Section shall not be  subject to any further audit. In the event an audit of the books and records of a party reveals an underpayment to the other party, the audited  party shall pay to the other party the amount of such underpayment. Any disputes between the Parties relating to the calculation of amounts owed  shall be referred to a mutually satisfactory independent public accounting firm that has not been employed by either party for the two (2) year  period immediately preceding the date of such referral. The determination of such firm shall be conclusive and binding on each party, and  judgment upon any such determination can be entered in any court having jurisdiction over the matter. Each Party shall bear one-half of the fees of  such firm. If the Parties cannot select such accounting firm, then the selection of such accounting firm shall be made by the American Arbitration  Association located in Denver, Colorado. In addition to the foregoing audit rights of the parties, during the Term, NCM and its authorized agents  shall have the right, upon reasonable advance notice, to inspect any Network Affiliate premises or facilities involved in the performance of this  Agreement to confirm the performance and satisfaction of Network Affiliate's obligations hereunder.     ARTICLE VIII  TERM AND TERMINATION     Section 8.1 Term. Unless earlier terminated as provided below, the term of this Agreement shall begin on the Effective Date and shall  continue for a period of five (5) years from the Effective Date (the Initial Term) after which this Agreement may be extended on mutual agreement  of the parties (a Renewal Term, and together with the Initial Term, the Term). If either party wishes to extend the Initial Term it shall provide  notice to the other not later than 180 days, nor sooner than 270 days, before the end of the Initial Term. The parties shall then engage in  discussions regarding renewal for a period of 30 days. If no agreement is reached during that 30-day period, then neither party shall have any  obligation to extend this Agreement beyond the Initial Term.     Section 8.2 Termination by Either Party. Either Party may terminate this Agreement, immediately, by giving written notice of termination  to the other, and without prejudice to any other rights or remedies the terminating party may have, if:



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   (a) The other Party breaches any material provision of this Agreement, other than any provision of Section 14.8 or Articles V or  XIII, and fails to cure such breach within thirty (30) days after receipt from the terminating party of written notice of the breach.     (b) The other Party breaches any provision of Section or 14.8 or Articles V or XIII, and, to the extent such breach is susceptible  to cure, fails to cure such breach within five (5) days after receipt from the terminating party of written notice of the breach. Notwithstanding  anything else to the contrary herein, if the breach is not susceptible to cure, this Agreement will terminate immediately as of such breach, with or  without any notice from the terminating party.     (c) (i) A voluntary petition is commenced by the other Party under the United States Bankruptcy Code, as amended, 11 U.S.C. §  101 et seq., (ii) the other Party has an involuntary petition commenced against it under the Bankruptcy Code and such petition is not dismissed  within sixty (60) days after filing, (iii) the other Party becomes insolvent, (iv) any substantial part of the other Party's property becomes subject to  any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency, or (v) the other Party liquidates or otherwise  discontinues all or most of that portion of its business operations which are related to this Agreement.     Section 8.3 Termination by NCM. NCM may terminate this Agreement upon thirty (30) days written notice to Network Affiliate in the  event that distribution of the Service to all of the Theatres listed on Exhibit B is permanently discontinued.     Section 8.4 Survival. Sections 2.3, 5.2, 5.3, 5.4, 8.4, 8.5, 11.1, 11.2, 11.3 and 11.6 and Articles VII, IX, X, XII, and XV shall survive any  expiration or termination of this Agreement.     Section 8.5 Effect of Termination. Upon termination or expiration of this Agreement, and upon reasonable prior notice to Network  Affiliate, NCM shall be entitled to enter the Theatres upon reasonable prior written notice, and any other premises of Network Affiliate where any  NCM Property may be located, and recover any and all NCM Property, unless Network Affiliate chooses to purchase such Property based on a  straight line five year depreciated value. In addition, each Party shall promptly deliver to the other or, at the other Party's option, permit the other  Party to enter its premises and recover any Equipment in the first Party's possession, custody or control which may be owned by the other Party  pursuant to Section 2.3 hereof. Each Party shall fully cooperate in this effort. NCM shall be obligated to restore all premises from which it removes  NCM Property or Equipment to its previous condition, reasonable wear and tear excepted. In addition, any and all licenses granted by either party  to the other under this Agreement shall immediately terminate, and NCM shall be entitled to immediately discontinue the Service. Notwithstanding  termination of this Agreement, each party shall pay to the other, within five (5) days after the effective date of such termination, any and all fees  (including costs and expenses) owed hereunder as of such termination.     Section 8.6 Suspension of Services. On the occurrence of any event which would permit NCM to terminate this Agreement, in addition to  any and all other rights and remedies to which NCM may be entitled at law or in equity, NCM may, without terminating this Agreement, and in its  sole discretion and without further notice to Network Affiliate, suspend performance of any or all of its obligations under this Agreement  (including, without limitation, by activating internal controls in systems or software that are designed to deny Network Affiliate use of or access to  NCM Property) until and unless NCM determines, in its sole discretion and upon whatever conditions NCM chooses to impose on Network  Affiliate, to resume performance of some or all of the suspended obligations.



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   ARTICLE IX  REPRESENTATIONS AND WARRANTIES     Section 9.1 Representations and Warranties. Each party represents and warrants that:     (a) It (i) is duly formed and organized, validly existing, and in good standing under the laws of the jurisdiction of its formation  and incorporation and has the power and authority to carry on its business as carried on, and (ii) has the right to enter into this Agreement and to  perform its obligations under this Agreement and has the power and authority to execute and deliver this Agreement.     (b) Any registration, declaration, or filing with, or consent, approval, license, permit or other authorization or order by, any  governmental or regulatory authority, domestic or foreign, that is required to be obtained by it in connection with the valid execution, delivery,  acceptance and performance by it under this Agreement or the consummation by it of any transaction contemplated hereby has been completed,  made, or obtained, as the case may be.     (c) Each party is the exclusive owner of, or otherwise has or will have timely obtained all rights, licenses, clearances and  consents necessary to make the grants of rights made or otherwise perform its obligations under this Agreement.     (a) Neither party will at any time, except to the extent necessary to assert or defend its rights under this Agreement: (i) challenge  or otherwise do anything inconsistent with the other party's right, title or interest in its property, (ii) do or cause to be done or omit to do anything,  the doing, causing or omitting of which would contest or in any way impair or tend to impair the rights of the other party in its property, or (iii)  assist or cause any person or entity to do any of the foregoing.     Section 9.2 Disclaimers.     (a) Equipment Disclaimer. EXCEPT AS EXPRESSLY AND EXPLICITLY SET FORTH IN THIS ARTICLE, INCLUDING,  WITHOUT LIMITATION, ANY REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.1(c), ANY AND ALL INFORMATION,  PRODUCTS, AND SERVICES, INCLUDING, WITHOUT LIMITATION, THE NCM PROPERTY, IS PROVIDED AS IS AND WITH ALL  FAULTS AND NCM MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND  WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE,  USAGE OF TRADE, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NCM MAKES NO REPRESENTATION THAT THE  SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.



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   (b) Services Disclaimer. NCM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE SERVICE WILL BE  UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH REGARD  TO THE SERVICES.     ARTICLE X  INDEMNIFICATION     Section 10.1 Network Affiliate Indemnification. Network Affiliate shall defend, indemnify, and hold harmless NCM and its officers,  directors, shareholders, contractors, employees, representatives, agents, successors, and assigns (collectively, Representatives) from and  against any and all losses, obligations, risks, costs, liabilities, settlements, damages, judgments, awards, fines, penalties, and expenses (including,  without limitation, reasonable attorneys' fees) (collectively, Costs) suffered or incurred in connection with or as a result of, and from and against  any and all third party claims, suits, actions, or proceedings actually or allegedly arising out of, based upon, or relating to, (i) any breach by  Network Affiliate of Article IX, (ii) infringement by any information, content or other materials supplied by or on behalf of Network Affiliate  hereunder (including the Brand) of any third party U.S. patent, trademark, or copyright right arising from NCM's use of such materials in  accordance and compliance with this Agreement, provided such Costs have been finally awarded by a court of competent jurisdiction or approved  by Network Affiliate as part of a settlement, (iii) any use of any NCM Property other than as authorized by this Agreement, or (iv) Network  Affiliate's fraud, willful misconduct, or noncompliance with law.     Section 10.2 NCM General Indemnification. NCM shall defend, indemnify, and hold harmless Network Affiliate and its Representatives  from and against any and all Costs suffered or incurred in connection with or as a result of, and from and against any and all third party claims,  suits, actions, or proceedings actually or allegedly arising out of, based upon, or relating to, (i) any breach by NCM of Article IX, or (ii) NCM's  fraud, willful misconduct, or noncompliance with law.     Section 10.3 NCM Infringement Indemnification.     (a) Indemnifications Obligations. NCM shall defend, indemnify and hold harmless Network Affiliate and its Representatives  from and against any and all Costs suffered or incurred arising from any and all third party claims, suits, actions, or proceedings to the extent  actually or allegedly arising out of, based upon, or relating to any infringement by the NCM Property (but excluding any Equipment) of any third  party U.S. trademark, copyright, or patent issued as of the Effective Date, arising from Network Affiliate's use of the NCM Property in accordance  and compliance with this Agreement.



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   (b) Additional Remedies. In addition to, but not in limitation of, NCM's obligations under Section 10.3 (a) above, NCM may, at  its sole option, in the event that any claim, suit, proceeding, or action is brought or threatened for which NCM may be obligated under Section 10.3 (a) to indemnify Network Affiliate: (i) replace or modify the NCM Property to render it non-infringing; (ii) secure for Network Affiliate the right to  use the NCM Property; or (iii) terminate this Agreement under the provisions of Article X. In the event NCM chooses to terminate this Agreement  under Article X hereof, NCM shall refund to Network Affiliate the portion (if any) of the total amount of license fees actually paid to NCM by  Network Affiliate hereunder during the two-year period immediately preceding the date of the claim for indemnification, depreciated according to a  five-year straight line depreciation.     (c) Limitations of Obligations. NCM shall not have any liability to Network Affiliate under this Section 10.3 for any alleged  infringement based in any part on: (i) any Service content or Confidential Information supplied by or on behalf of Network Affiliate; (ii) the  combined use of the NCM Property with software or hardware products or other technology or materials not provided or owned by NCM; (iii)  additions or modifications to the NCM Property not made by NCM; (iv) use or installation of the NCM Property in accordance with designs or  specifications not provided by NCM; or (v) use of any legacy or superseded version of NCM Property if such infringement would have been  avoided by use of a more recent version of the NCM Property made available to Network Affiliate. The obligations under this Section 10.3 state the  entire liability of NCM and are Network Affiliate's sole and exclusive remedies, with respect to intellectual property infringement.     Section 10.4 Defense of Action. A Party offering indemnification or defense under this Article X (each, an Indemnitor) shall have the  right to control the defense and settlement of any and all claims, suits, proceedings, and actions for which such Indemnitor is obligated to  indemnify, hold harmless, and defend hereunder, but the Party or Representative of a Party receiving such indemnification or defense under this  Article X (each, the Indemnitee) shall have the right to participate in such claims, suits, proceedings, and actions at its own cost and expense.  An Indemnitor shall have no liability under this Article unless the Indemnitee gives notice of such claim to the Indemnitor promptly after the  Indemnitee learns of such claim so as to not prejudice the Indemnitor. Under no circumstance shall either party hereto settle or compromise or  consent to the entry of any judgment with respect to any claim, suit, proceeding, or action that is the subject of indemnification hereunder without  the prior written consent of the other party, which consent shall not be withheld or delayed unreasonably.     Section 10.5 Limitations.     (a) EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIII OF THIS AGREEMENT AND WITH THE EXCEPTION OF  THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,  EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR CONNECTED WITH THIS  AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, REGARDLESS OF LEGAL  THEORY, WHETHER OR NOT FORESEEABLE, EVEN IF EITHER PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OR  PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR  ESSENTIAL PURPOSE. THE REMEDIES PROVIDED BY THIS AGREEMENT AND THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE  RISKS OF THIS AGREEMENT BETWEEN THE PARTIES, SOME OF WHICH MAY BE UNKNOWN OR UNDERMINABLE. THESE  LIMITATIONS ARE A MATERIAL INDUCEMENT FOR THE PARTIES TO THIS AGREEMENT TO ENTER INTO THIS AGREEMENT, AND  THE PARTIES TO THIS AGREEMENT HAVE RELIED UPON THESE PROVISIONS IN DETERMINING WHETHER OR NOT TO ENTER INTO  THIS AGREEMENT.



  24

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (b) EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIV HEREUNDER, AND WITH THE EXCEPTION OF THE  INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY TO  THE OTHER PARTY AND TO ALL OTHER PERSONS AND ENTITIES UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES  EXCEED THE AMOUNT OF THE NET REVENUE RECEIVED BY NCM PURSUANT TO SECTION 7.2 OF THIS AGREEMENT DURING THE FIVE  (5) YEAR PERIOD PRECEDING SUCH LIABILITY, LESS IN ANY CASE THE AGGREGATE OF ANY AMOUNTS PAID BY NCM HEREUNDER  ON ACCOUNT OF PREVIOUS EVENTS OF LIABILITY.     ARTICLE XI  ADDITIONAL RIGHTS AND OBLIGATIONS     Section 11.1 Assistance. Each Party, upon the request of the other, shall perform any and all further acts and execute, acknowledge, and  deliver any and all documents which the other party determines in its sole reasonable judgment may be necessary, appropriate, or desirable to  carry out the intent and purposes of this Agreement, including without limitation to document, perfect, or enforce NCM's right, title, or interest in  and to any NCM Property or Derived Works.     Section 11.2 Infringement. Network Affiliate shall notify NCM promptly, in writing, of any alleged, actual or threatened infringement,  violation, misappropriation, imitation, simulation, or misuse of or interference with (Infringement) any NCM Property or Derived Work of which  Network Affiliate knows or which Network Affiliate has reason to suspect. NCM has the sole and exclusive right to determine whether to take any  action on or related to any such Infringements. NCM has the sole right to employ counsel of its choosing and to direct any litigation and  settlement of Infringement actions. Any recoveries, damages and costs recovered through such proceedings, suits, or hearings shall belong  exclusively to NCM.     Section 11.3 Non-Competition and Non-Solicitation.     (a) During the Term, except as otherwise provided in this Agreement, Network Affiliate and its affiliates agree not to engage or  participate in any business, hold equity interests, directly or indirectly, in another entity, whether currently existing or hereafter created, or  participate in any other joint venture that competes or would compete with any business that NCM is authorized to conduct in the Territory  pursuant to this Agreement, whether or not NCM is actually conducting such business in a particular portion of the Territory. The foregoing  restrictions shall not apply (i) in the event Network Affiliate or its affiliate acquires a competing business as an incidental part of an acquisition of  any other business that is not prohibited by the foregoing, if Network Affiliate disposes of the portion of such business that is a competing  business as soon as commercially reasonable, (ii) to any direct or indirect ownership or other equity investments by Network Affiliate or its  affiliates in such other competing business that represents in the aggregate less than 10% of the voting power of all outstanding equity of such  business, or (iii) in the event Network Affiliate enters into any agreement for the acquisition or installation of equipment or the provision of  services on customary terms that does not violate the exclusivity of NCM hereunder with any entity that has other businesses and provides other  services that may compete with NCM.



  25

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (b) During the Term and for a period of twelve (12) months thereafter Network Affiliate will not, without NCM's prior written  consent, either alone or in concert with others directly or indirectly solicit, entice, induce, or encourage: (i) any employee, contractor or agent of  NCM to terminate his or her employment, contractor or agency relationship with NCM, (ii) any client of NCM to discontinue using NCM's services  or products, (iii) any client of NCM to refer prospective clients to one or more competitors of NCM or to discontinue referring prospective clients  to NCM, (iv) any NCM employee, client, or prospective client to breach any agreement with NCM, or (v) any existing or proposed arrangement or  other community or institutional affiliation to discontinue the affiliation or relationship with NCM. For purposes of this Section 11.3 the term NCM  shall include NCM and its affiliates.     Section 11.4 Theatre Passes. Network Affiliate shall provide to NCM during each month of the Term 25 complimentary Theatre passes  that will not expire any earlier than 120 days from the date of issuance. The passes shall be provided to NCM at least 30 days prior to the month in  which such passes first become valid.     Section 11.5 Compliance with Law. Network Affiliate and NCM shall at all times operate and conduct its business, including, without  limitation, exercising its rights under this Agreement, in compliance with all applicable international, national, state, and local laws, rules, and  requirements.     Section 11.6 Insurance. Network Affiliate shall maintain with financially sound and reputable insurance companies insurance on the  Theatres and the Equipment in such amounts and against such perils as Network Affiliate deems adequate for its business. NCM shall maintain  with financially sound and reputable insurance companies insurance for its business and Equipment in such amounts and against such perils as  NCM deems adequate for its business, including the installation services set forth in Section 2.2 herein. Each Party will name the other Party  (including its agents, officers, directors, employees and affiliates) as an additional insured on such policies of insurance.     ARTICLE XII  OWNERSHIP     Section 12.1 NCM Property. As between NCM and Network Affiliate, NCM owns, solely and exclusively, any and all right, title, and  interest in and to the Service (including all Service content supplied by or on behalf of NCM, but excluding any Service content supplied by or on  behalf of Network Affiliate), the Marks, the Software, NCM's Confidential Information, the Digital Content Network, and any and all other data,  information, equipment (excluding any rights to Equipment held by Network Affiliate pursuant to Article II), material, inventions, discoveries,  processes, methods, technology, know-how, written works, software, works of visual art, audio works, and multimedia works provided, developed,  created, reduced to practice, conceived, or made available by or on behalf of NCM to Network Affiliate or used by NCM to perform any of its  obligations under or in connection with this Agreement, as well as any and all translations, improvements, adaptations, reproductions, look-and- feel attributes, and derivates thereof (collectively, the NCM Property), and, except as expressly and explicitly stated in this Agreement, reserves  all such right, title, and interest.



  26

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 12.2 Derived Works. Any and all data, information, and material created, conceived, reduced to practice, or developed by or on  behalf of either Party, whether alone, in connection with the other Party or any third party, including, without limitation, written works, processes,  methods, inventions, discoveries, software, works of visual art, audio works, look-and-feel attributes, and multimedia works, based on, using, or  derived from, in whole or in part, any NCM Property, whether or not done on NCM's facilities, with NCM's equipment, or by NCM personnel, and  any and all right, title, and interest therein and thereto (including, but not limited to, the right to sue for past infringement) (collectively, Derived  Works), shall be owned solely and exclusively by NCM, and Network Affiliate agrees to and hereby does assign, transfer, and convey to NCM  (and will ensure than any third party acting with or on behalf of Network Affiliate assigns, transfers, and conveys to NCM any and all right, title, or  interest in or to any Derived Work which it may at any time acquire by operation of law or otherwise. To the extent any Derived Works are  included in the Service, NCM hereby grants to Network Affiliate during the Term a non-exclusive, non-transferable, non-sublicenseable license to  such Derived Works solely for use in connection with the Service as expressly provided by this Agreement. The restrictions on use of the  Software set forth in Section 5.2 shall apply with equal force to Network Affiliate's use of any Derived Works, and such restrictions are hereby  incorporated in and made a part of this Section 12.2.     Section 12.3 No Title. This Agreement is not an agreement of sale, and no title or ownership interest in or to any NCM Property is  transferred to Network Affiliate as a result of or pursuant to this Agreement. Further, Network Affiliate acknowledges that its exercise of rights  with respect to the NCM Property shall not create in Network Affiliate any right, title or interest in or to any NCM Property and that all exercise of  rights with respect to the NCM Property and the goodwill symbolized thereby or connected therewith will inure solely to the benefit of NCM.     ARTICLE XIII  CONFIDENTIALITY     Section 13.1 Confidential Treatment. Each party acknowledges that the other's Confidential Information contains valuable trade secret  and proprietary information of that party. Each party agrees to permanently hold, and cause its personnel to hold, all Confidential Information of  the other party in strict confidence, except that each party may: (i) disclose the Confidential Information of the other party that is required to be  disclosed by governmental agencies, regulatory authorities, or pursuant to court order, but only to the extent such disclosure is required by law  and only if such party provides prompt prior written notice to the other party of the disclosure, and (ii) subject to the terms and conditions of this  Agreement, use the Confidential Information of the other party only to the extent necessary to perform its obligations under this Agreement.  Except as specifically permitted by this Agreement, neither party shall duplicate or use, or permit the duplication or use of, any Confidential  Information of the other party or disclose or permit the disclosure of such Confidential Information to any person or entity. Each party shall limit  use, possession, and disclosure of, and shall limit access to, the Confidential Information of the other party only to those of its employees or  representatives whose performance under this Agreement requires such use, possession, disclosure, or access and who have signed  confidentiality and non-disclosure agreements protecting the confidentiality of the Confidential Information at least to the same extent as such  information is protected under this Agreement. Any duplication, use, disclosure, or other act or omission by any person or entity that obtains  access to or possession of Confidential Information through the receiving party that would be a breach of this Agreement if committed by the  receiving party shall be a breach of this Agreement by the receiving party for which the receiving party shall be responsible. For the avoidance of  doubt, neither party shall issue any press release or other public announcement concerning this Agreement, including without limitation its  existence, without the prior written approval of the other party. It shall not be a violation of this XIII for a party to disclose to any person or entity  the tax treatment and tax structure of the transactions contemplated under this Agreement and all materials of any kind (including without  limitation opinions or other tax analyses) relating to such tax treatment or tax structure.



  27

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 13.2 Point-of-Sale Information. Due to the sensitive nature of the Point-of-Sale Information, NCM will establish a Chinese Wall  around the Point-of-Sale Information to prevent the disclosure of the Point-of-Sale Information under any circumstances to any theatre operator  that is a competitor of Network Affiliate, any employees or agents of any affiliate of NCM, including the board of directors thereof and employees  thereof with operational responsibility, except to the extent such employees or agents have a need to know such information to permit NCM's  performance under this Agreement. Notwithstanding the preceding sentence, but subject to the confidentiality restrictions of Section 13.1, NCM  shall be permitted to disclose the Point-of-Sale Information in aggregate form.     Section 13.3 Injunctive Relief. Due to the unique and proprietary nature of the NCM Property, the Derived Works and the Confidential  Information, it is understood and agreed that each party's remedies at law for a breach of this Article XIII will be inadequate and that each party  shall, in the event of any such breach or the threat of such breach, be entitled to equitable relief (including without limitation provisional and  permanent injunctive relief and specific performance). In addition, Network Affiliate hereby expressly waives the right to a hearing prior to the  issuance of any order by a court of competent jurisdiction granting possession of any NCM Property or Derived Work to NCM. The parties shall  be entitled to the relief described in this Section 13.3 without the requirement of posting a bond. Nothing stated herein shall limit any other  remedies provided under this Agreement or available to the parties at law.     ARTICLE XIV  MISCELLANEOUS     Section 14.1 Notices. All notices, consents, and other communications between the parties under or regarding this Agreement shall be in  writing and shall be sent to the recipient's address set forth in this section. Such communications shall be deemed to have been received on the  date actually received.



  28

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011









  Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this  section, but any element of such party's address that is not newly provided in such notice shall be deemed not to have changed.     Section 14.2 Waiver; Remedies. The waiver or failure of either party to exercise any right provided hereunder shall not be deemed a  waiver of such right in the future or a waiver of any other rights established under this Agreement. All remedies available to either party hereto for  breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed  an election of such remedy to the exclusion of other remedies.     Section 14.3 Severability. Should any term or provision of this Agreement be held to any extent unenforceable, invalid, or prohibited  under law, then such provision shall be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with  applicable law and the remainder of this Agreement. The application of any term or provision restated pursuant hereto to persons, property, or  circumstances other than those as to which it is invalid, unenforceable, or prohibited, shall not be affected thereby, and each other term and  provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.     Section 14.4 Integration; Headings. This Agreement and the exhibits hereto (each of which is made a part hereof and incorporated herein  by this reference) constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter of this  Agreement, and this Agreement supersedes any and all other prior or contemporaneous oral or written communications, proposals,  representations, and agreements, express or implied. This Agreement may be amended only by mutual agreement expressed in writing and signed  by both parties. Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement.     Section 14.5 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an  ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or  burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.     Section 14.6 Non-Recourse. Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and  agreed by the parties hereto that each and every representation, warranty, covenant, undertaking and agreement made in this Agreement was not  made or intended to be made as a personal representation, undertaking, warranty, covenant, or agreement on the part of any individual or of any  partner, stockholder, member or other equity holder of either party hereto, and any recourse, whether in common law, in equity, by statute or  otherwise, against any such individual or entity is hereby forever waived and released.



  NCM: National CineMedia, LLC  9110 E. Nichols Ave., Suite 200  Centennial, CO 80112  Attention: Gene Hardy, Esq., EVP and General Counsel

  Network Affiliate: Digital Cinema Destinations Corp.  250 Broad Street  Westfield, New Jersey 07090  Attention: Bud Mayo, Chairman/CEO

  29

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 14.7 Dispute Resolution.     (a) Governing Law. This Agreement shall be binding on the Parties as of the date hereof and is to be construed in accordance  with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of  the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties.     (b) Jurisdiction. Each Party hereto agrees that any legal action or other legal proceeding relating to this Agreement or the  enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any state or federal court located in New  York, New York. Subject to the preceding sentence, each Party hereto:     (i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in New  York, New York (and each appellate court located in the State of New York) in connection with any such legal proceeding, including to enforce any  settlement, order or award;     (ii) consents to service of process in any such proceeding in any manner permitted by the laws of the State of New  York, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 15.01  is reasonably calculated to give actual notice;     (iii) agrees that each state and federal court located in New York, New York shall be deemed to be a convenient forum;     (iv) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding  commenced in any state or federal court located in New York, New York, any claim that such Party is not subject personally to the jurisdiction of  such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this  Agreement or the subject matter hereof or thereof may not be enforced in or by such court; and     (v) agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section  by the state and federal courts located in New York, New York and in connection therewith hereby waives, and agrees not to assert by way of  motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public  policy of the laws of the State of New York or any other jurisdiction.     (c) Costs and Expenses. In the event of any action or other proceeding relating to this Agreement or the enforcement of any  provision of this Agreement, the prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs  and expenses (including reasonable attorneys' fees) incurred by the prevailing party, including any costs and expenses incurred in connection  with any challenge to the jurisdiction or the convenience or propriety of venue of proceedings before any state or federal court located in New  York, New York.



  30

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 14.8 Assignment. Network Affiliate may not assign or transfer, by operation of law or otherwise, any of its rights under this  Agreement or delegate any of its duties under this Agreement to any third party without NCM's prior written consent, which consent shall not be  unreasonably withheld, conditioned or delayed. For the purposes of this Agreement, any change of control, merger, consolidation, or acquisition  of all or substantially all of the assets of Network Affiliate (collectively, a Change of Control) shall be deemed an assignment. This Agreement  shall not be assignable by either party unless the assignee expressly assumes in writing the obligations of the assignor hereunder. Any attempted  assignment in violation of this section shall be void.     Section 14.9 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money  owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or  any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other  party of the circumstances causing the delay and to resume performance as soon as possible.     Section 14.10 Third Party Beneficiary. The parties hereto do not intend, nor shall any clause be interpreted, to create under this  Agreement any obligations or benefits to, or rights in, any third party from either NCM or Network Affiliate. Neither party hereto is granted any  right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party, or to bind  the other party in any matter or thing whatever. No affiliate of NCM shall have any liability or obligation pursuant to this Agreement. NCM shall be  solely responsible, and Network Affiliate agrees to look solely to NCM, for the satisfaction of NCM's obligations under this Agreement.     Section 14.11 Export. Network Affiliate acknowledges that the Software and the Confidential Information of NCM are subject to the  export controls of the United States. Network Affiliate acknowledges that it has no right to, and further agrees that it will not, export or otherwise  transfer or permit the transfer of any Software or Confidential Information of NCM outside the United States. Network Affiliate will defend,  indemnify, and hold harmless NCM from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by NCM as a result of  any failure to comply with the preceding sentence.     Section 14.12 Independent Contractors. Network Affiliate's relationship to NCM is that of an independent contractor, and neither party  is an agent or partner of the other. Network Affiliate will not have, and will not represent to any third party that it has, any authority to act on  behalf of NCM.     Section 14.13 Counterparts. This Agreement may be executed in any number of separate counterparts each of which when executed and  delivered to the other party hereto shall be an original as against the party whose signature appears thereon, but all such counterparts shall  together constitute one and the same instrument.



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   IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.







  DIGITAL CINEMA DESTINATIONS CORP.         By: /s/ A. Dale Mayo          By: A. Dale Mayo    Name:     Title:

  NATIONAL CINEMEDIA, LLC        By: /s/ Robert W. Brouillette    Name: Robert W. Brouillette    Title: Senior Vice President

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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT A     Services



   All lobby promotions and other in-theatre promotional activities (excluding the Digital Content Service, the Traditional Content  Program and other on-screen content), but specifically excluding the following promotional activities (which Network Affiliate  shall retain the right to perform and have performed on its behalf):     promotional activities arising under the Beverage Agreement with Pepsi dated January 1, 2011 .      (1) poster case advertising and other lobby or in-theatre promotions for (w) film festivals or events organized by Network  Affiliate (unless such poster cases have been sold by NCM), (x) fundraising programs conducted by Network Affiliate for any  non-profit organizations, (y) full-length theatrical productions, and (z) Theatre Advertising;     (2) logos for Network Affiliate, beverage and concession suppliers on digital menu boards at the concession stand or digital  displays at the box office of manufacturers of such products;     (3) advertising and/or signage pursuant to the IMAX agreement (if applicable);     (4) any trademark, service mark, logo or other branding of Network Affiliate (or its theatre-operating Affiliates), film studio(s),  distributors and production companies; and     (5) advertising in the proposed playbill type Box Office magazine that may be distributed at the Theatres; provided, however,  that Network Affiliate shall insure that the restrictions and standards, including, without limitations those such as are set forth in  Article III of this Agreement, are imposed by Network Affiliate on or respect to any such advertising.

   The Digital Content Service (which includes the Pre-Feature Program, Policy Trailer and the Video Display Program), the Digital Carousel  and the Traditional Content Program, and all other on-screen content which is exhibited in Theatre auditoriums prior to the feature film  presentation, but specifically excluding Trailers.



A. Advertising Services consist of the following:

  Lobby Promotions means as follows:

  Digital Content Service, Digital Carousel and Traditional Content Program

  A-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT A-1     Network Affiliate  Inventory For Lobby Promotions     The Inventory of Lobby Promotions for each Theatre to which NCM has pre-approved access is as listed below. Per Flight (unless otherwise  specified below), NCM may provide each Theatre with any combination of Lobby Promotions as described below.

   *Pre approved vehicle list theatres onl y  **Background music optional



Item Inventory per Flight Quantity Spec          Box Office Handout 2 programs per Theatre Same 3x5 2-sided  (1 handout per transaction)             Exit Sampling 1 program per Theatre Same           Poster Case 1 program per Theatre varies (below) 27x40      Live Area 24x38  (1-11 screens: 1 poster; 12 screens: 2 posters; 13-20 screens: 3 posters; 21+ screens: 4 posters)         Tabling/Demo 1 program per Theatre 1 per client 4-6' table  (No active recruitment of patrons)             Vehicle/Motorcycle* 1 program per Theatre 1 per client           Background Music** 1 program per Theatre N/A N/A          Counter Cards 2 programs per Theatre 2-3 per client 13x16.5x4          Static Clings 1 program per Theatre 2-3 per client 4x6    per quarter             Lobby Display 2 programs per Theatre 1 per client 4'x6'          Lobby Standee 2 programs per Theatre 1 per client 3'x5'          Floor Mats 1 program per Theatre 1 per client 4x6'    per quarter

  A-1-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT B     Theatres     Rialto Theater  250 East Broad Street  Westfield, NJ 07090    Cranford Theater  25 North Avenue West  Cranford, NJ 07016    Bloomfield 8  863 Park Avenue  Bloomfield, CT 06002



  B-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT C     Marks     NCM Marks     National CineMedia     FirstLook     NCM        Network Affiliate Marks     DIGITAL CINEMA DESTINATIONS CORP.    Digiplex Destinations Cinema Reinvented



  C-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT D     Excluded Theatres and IMAX Screen        None



D-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

SOLUTION:
NCM shall not engage in any conduct  which may place Network Affiliate or any Network Affiliate Mark in a negative light or context, and shall not represent that it owns or has any  interest in any Network Affiliate Mark other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any  rights of Network Affiliate (or any other owner) in and to any Network Affiliate Mark.