In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Q: EXHIBIT 10.2

[LOGO AMERICAN EXPRESS]               INCENTIVE               SERVICES

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

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

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

AMERICAN EXPRESS INCENTIVE SERVICES STORED VALUE PRODUCTS                                RESELLER AGREEMENT

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

The following points outline this agreement:

1.       PURPOSE

Under and subject to the terms of this Agreement:

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

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

2.       EXCLUSIVITY

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

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

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

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

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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.

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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

A: 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?
****
Q: Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SERVICES OUTSOURCING AGREEMENT

Between

CCA INDUSTRIES, INC. (Company)

And

EMERSON HEALTHCARE, LLC (Contractor)

DATED AS OF January 20, 2014





CONFIDENTIAL TREATMENT REQUESTED

This Services Outsourcing Agreement (this Agreement) is made as of January 20, 2014 (Date), between CCA Industries, Inc. (Company), and Emerson HealthCare, LLC, a Pennsylvania limited liability company (Contractor).

RECITALS

WHEREAS, the Company will own, develop, manufacture or have manufactured, market and sell the products set forth on Exhibit A attached hereto, as the same may be amended from time to time in accordance with the terms hereof (the Products), and desires to outsource certain logistical and administrative services with respect to the Products; and

WHEREAS, the Company desires to engage Contractor to provide certain logistical and administrative services with respect to the Products and Contractor is willing to provide such services in connection therewith, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Contractor agree as follows:

ARTICLE I

GENERAL TERMS

1.01 Certain Defined Terms. For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below.

(a) Accounts Receivable shall mean all accounts receivable, notes receivable and other indebtedness due and owed by any Customer and arising or held in connection with the sale of any of the Products.

(b) Agreement shall mean this Agreement, including all Exhibits attached hereto, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.

(c) Claim shall have the meaning set forth in Section 7.01.

(d) Company shall have the meaning set forth in the Preamble to this Agreement.

(e) Confidential Information shall have the meaning set forth in Section 5.04.

(f) Contractor shall have the meaning set forth in the Preamble to this Agreement.

(g) Customer means any current or prospective customer of the Company with respect to the Products.

(h) Disclosing Party shall have the meaning set forth in Section 5.04.

1





CONFIDENTIAL TREATMENT REQUESTED

(i) Effective Date shall have the meaning set forth in Section 2.01.

(j) Files and Work Papers shall have the meaning set forth in Section 5.05.

(k) Force Majeure Event shall have the meaning set forth in Section 8.03.

(l) Governmental Authority' means any supranational, national, federal, provincial, state or local judicial, legislative, executive or regulatory authority, body or instrumentality.

(m) Gross Invoiced Sales means the gross selling price (before the application of any non-cash discounts, rebates, credits, allowances or similar deductions or adjustments) less any cash discounts, of all Products that are invoiced to and paid by Customers.

(n) Intellectual Property means all intellectual property rights, including all rights in patents, patent applications, formulae, trademarks, trademark applications, trade names, confidential information, trade secrets, inventions, copyright, industrial designs and know-how.

(o) Notice Period shall mean the period between the termination date of this Agreement and the date that is six (6) months after the date on which the Company provides Contractor with written notice of its election to terminate this Agreement.

(p) OHL means Ozbum-Hessey Logistics, LLC and its Affiliates.

(q) Person means an individual, a limited liability company, a joint venture, a corporation, a partnership, an association, a trust, a division or an operating group of any of the foregoing or any other entity or organization.

(r) Products shall have the meaning set forth in the Recitals to this Agreement.

(s) Receiving Party shall have the meaning set forth in Section 5.04.

(t) Sales Representation Agreement means the sales representation agreement, dated as of the date hereof, between Company and Contractor.

(u) Service Fees shall have the meaning set forth in Section 4.01.

(v) Services means any of the services to be provided by or on behalf of Contractor to the Company under this Agreement and set forth on Exhibit B.

(w) Term shall have the meaning set forth in Section 2.01.

(x) Termination Fee shall mean an amount equal to the average Service Fees per day over the 180 day period immediately preceding the date written notice of termination is provided pursuant to Section 8.01(d) and (e) multiplied by number of days by which the Notice Period will be less than 180.

(y) Territory means the United States, excluding its territories and possessions.

2





CONFIDENTIAL TREATMENT REQUESTED

1.02 Interpretation. The words hereof, herein, hereto and hereunder and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms defined in the singular shall have a comparable meaning when used in the plural and vice versa. The term including shall mean including, without limitation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article or a Section of, or an Exhibit to, this Agreement unless otherwise indicated.

ARTICLE I1

TERM: EFFECTIVE DATE

2.01 Term. This agreement shall commence on January 20, 2014 (the Effective Date) and shall continue in effect for six (6) months (the Initial Term). This agreement shall automatically renew for successive six (6) month periods unless written notice is provided of either party's intent not to renew at least six (6) months before the end of the then-current term.

2.02 Effective Date. This Agreement shall have no force or effect unless and until the Effective Date. If the Effective Date does not occur, then this Agreement shall be void ab initio and shall have no force or effect.

ARTICLE III

OBLIGATIONS OF CONTRACTOR

3.01 Contractor Services. Contractor shall perform during the Term of this Agreement the Services set forth on Exhibit B in respect of the Products in the Territory.

3.02 Meetings. Contractor shall meet with the Company on at least a monthly basis, or more often to the extent reasonably requested by the Company, to review historical sales results by Product SKU, forward-looking sales forecasts by Product SKU, current inventories of the Products on hand, production scheduled and to be scheduled of the Products, and any other matters as the parties shall determine. Such meetings shall take place at the offices of the Company (or, at the election of the Company, by video or telephone conference) no later than the fifteenth (15th) day of each calendar month during the Term of this Agreement or at such other time as the parties shall mutually agree.

3.03 Access. From time to time during the Term of this Agreement, upon reasonable advance notice, Contractor shall permit the Company and its agents, representatives, auditors and designees to visit, inspect and have full access, during normal business hours, to properties, assets, books, records, agreements, documents, data, files and personnel of Contractor.

3.04 Ownership of Accounts Receivable & Inventory. Contractor acknowledges and agrees that it is acting solely as a collection agent on behalf of the Company with respect to all Accounts

3





CONFIDENTIAL TREATMENT REQUESTED

Receivable collected from Customers, and such Accounts Receivable and the proceeds therefrom are and shall remain at all times property of the Company. Contractor further acknowledges and agrees that it has no ownership interest whatsoever in any of the Company's Inventory.

ARTICLE IV

PAYMENT

4.01 Service Fees. In consideration of providing the Services set forth in Exhibit B, the Company agrees to pay to Contractor [ ** ] percent ([ *∗ ]%]) of Company's Gross Invoiced Sales (the Service Fees). Company agrees to have Fesnak & Associates, LLP pay the Service Fees directly to Contractor. Service Fees shall be paid to Contractor within five (5) days after the end of each month.

4.02 Remittance. Contractor shall deposit into bank accounts designated by the Company an amount equal to the following: all amounts received from any Customer that are related to Accounts Receivable, less each of the following that is applicable to any such Accounts Receivable (and has not already been applied to reduce any Accounts Receivable): (i) Service Fees, (ii) commissions pursuant to the Sales Representation Agreement, (iii) returns, (iv) quantity and cash discounts, (v) trade allowances or markdowns granted on account of unsalable or discontinued Products, (vi) all sales or use taxes, tariffs, duties or similar charges of any Governmental Authority paid by or for the benefit of the Company, (vii) freight, warehousing (storage and labor) and other charges associated with the distribution of the Products using Contractor's warehouse, logistics terminal and shipping facility (see Exhibit C), (viii) the Company's pro rata portion of product liability insurance (approximately $800 per million dollars of sales) purchased by the Contractor in connection with performance of the Services, and (ix) any other deductions, rebates, credits, allowances or adjustments, in each case, which has been specifically identified by such Customer as being applicable to any such Accounts Receivable. Contractor shall use its best efforts to deposit the foregoing amounts within five (5) business days, following the receipt thereof.

4.03 Retention of Monies. During the Term of this agreement, and for a period of twenty four (24)months after Termination (the Withholding Period), Contractor may retain monies (collections in Accounts Receivable) against any reasonable anticipated deductions for product recalls, unsalables, rebates, allowances or any audits or other adjustments it deems necessary. The retention of monies shall only be to the extent that the reasonable anticipated deductions exceed the anticipated accounts receivables. At the end of the Withholding Period, Contractor shall remit to the Company the retained monies less any deductions charged by Customers against Company's Products. After the Withholding Period, Company will remain liable to Contractor for any additional audits, deductions, rebates, credits, allowances or other adjustments taken by the Customers against the Company's Products.

4





CONFIDENTIAL TREATMENT REQUESTED

4.04 Expenses. Other than as specifically provided herein, each party shall be responsible for its own expenses incurred in connection with the performance of its obligations under this Agreement; provided, that the Company shall reimburse Contractor for reasonable documented out-of-pocket travel expenses associated with any meeting specifically requested by the Company and not otherwise contemplated by this Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS

5.01 New Products. The Company may amend Exhibit A to add new products to the scope of this Agreement, including line extensions of the then-existing Products and new brands acquired by the Company that are sold into the same classes of trade as the then-existing Products.

5.02 Intellectual Property. All rights to either party's Intellectual Property, including all rights in patents, patent applications, formulae, trademarks, trademark applications, trade names, confidential information, trade secrets, inventions, copyright, industrial designs and know-how, (Intellectual Property) shall remain that party's absolute property during and after the Term of this Agreement. The Products and any Intellectual Property owned by the Company in connection therewith shall be the absolute property of the Company during and after the Term of this Agreement. Neither party shall apply for registration of any trademarks, trade names, or brand names of the other party and each party hereby renounces all rights that it may acquire to such trademarks, trade names or brand names according to law or customs because of this Agreement or because of its use of such trademarks, trade names, or brand names under this Agreement.

5.03 Grant of Sublicense. Solely to the extent necessary to enable Contractor to provide the Services in accordance with the terms herein, the Company hereby grants Contractor a royalty-free, non-exclusive sublicense, without the right to grant further sublicenses, under any and all applicable trademarks and other Intellectual Property owned or controlled by or licensed to the Company or any of its Affiliates to provide, during the Term of this Agreement, the Services in respect of the Products in the Territory. Nothing contained herein shall give Contractor any right to use any of the Company's Intellectual Property used in connection with the Products or trademarks or trade names that may appear on the labeling for the Products, except for providing the Services in accordance with the terms herein. Except as provided in this Section 5.03, Contractor shall not obtain any right, title or interest in any of the Company's Intellectual Property or trademark or any other trademark designation or trade name by virtue of this Agreement or Contractor's performance of its obligations hereunder.

5.04 Confidentiality. In performing its obligations under this Agreement, each party may receive information (the Receiving Party) of a confidential and proprietary nature regarding the other party, including information about such party's intellectual property and its operations, research,

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CONFIDENTIAL TREATMENT REQUESTED

marketing plans, strategies and customer lists (collectively, Confidential Information). The Receiving Party shall hold the other party's Confidential Information in strict confidence, shall not use such Confidential Information, except as permitted hereunder, and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party (the Disclosing Party). Each party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a commercially reasonable level of care. The Receiving Party shall ensure that its employees and agents are bound to the same obligations of confidentiality as the Receiving Party. Confidential Information shall not be deemed to include: (a) information which is known to the Receiving Party prior to the date of receipt and not obtained or derived in any manner related to this Agreement, (b) information which is or becomes part of the public domain through no fault of the Receiving Party, or (c) information which is obtained from a third party that lawfully possesses such Confidential Information and is under no obligation to keep such Confidential Information confidential. The Receiving Party may disclose Confidential Information of the Disclosing Party in response to a valid court order, law, rule, regulation or other governmental action, provided that the Disclosing Party is notified in writing prior to disclosure of such Confidential Information to permit the Disclosing Party to oppose such disclosure by appropriate legal action. Upon the termination or expiration of this Agreement or upon the earlier request of the Disclosing Party, the Receiving Party shall (i) promptly return to the Disclosing Party all Confidential Information, or (ii) upon written request by the Disclosing Party, destroy all Confidential Information and provide the Disclosing Party with written certification of such destruction. Upon the termination or expiration of this Agreement, the Receiving Party shall cease all further use of any Confidential Information, whether in tangible or intangible form.

5.05 Records Management. All paper or electronic records, files, documents, work papers and other information in any form, whether marked confidential or not, provided by the Company, its employees, agents or Affiliates or generated pursuant to this Agreement shall remain the exclusive property of the Company (collectively, Files and Work Papers). During the Term of this Agreement and for a reasonable transitional period thereafter, Contractor shall maintain adequate levels of information technology system redundancy, security and emergency back-up as the Company may reasonably require to protect the Files and Work Papers of the Company.

5.06 Vendors. Contractor shall retain Fesnak & Associates, LLP to provide accounting services in connection with Contractor's performance of the Services and shall not engage a different accountant to provide such services without the Company's prior written consent (not to be unreasonably withheld). Contractor and the Company are arranging for OHL to provide certain warehousing, shipping and other logistical services related to the Products, as mutually agreed by the parties, and Contractor shall not engage a different vendor with respect to such services without the Company's prior written consent (not to be unreasonably withheld).

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.01 Representations and Warranties of Contractor. As of the date hereof, Contractor hereby represents and Warrants to the Company that the execution and delivery of this Agreement, and the performance of Contractor's obligations hereunder, do not and will not conflict with, violate or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which Contractor is bound.

6.02 Representations and Warranties Company. As of the date hereof, the Company hereby represents and warrants to Contractor that the execution and delivery of this Agreement, and the performance of the Company's obligations hereunder, do not and will not conflict with, violate or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which the Company is bound.

ARTICLE VII

INDEMNIFICATION AND INSURANCE

7.01 Indemnification by the Company. The Company hereby agrees to indemnify and hold Contractor, including its Affiliates and its and their respective officers, directors, partners, members, employees and agents, harmless from and against any and all claims, actions, suits, losses, demands, damages, costs and expenses (including reasonable attorneys' fees) of every kind, nature, or description (each, a Claim) brought in connection with, arising out of or related to the Products or the Company's breach of its representations, warranties or covenants hereunder, except those Claims arising out of Contractor's or its Affiliates' fraud, willful misconduct, negligence or material breach of this Agreement or any other agreement with the Company.

7.02 Indemnification by Contractor. Contractor hereby agrees to indemnify and hold the Company, including its Affiliates and its and their respective officers, directors, partners, members, employees and agents, harmless from and against any and all Claims brought in connection with or arising out of or related to Contractor's or its Affiliates' fraud, willful misconduct, negligence or material breach of this Agreement.

7.03 Insurance. Company shall maintain Products Liability Insurance and in an amount satisfactory to Contractor, under which Contractor is named as an additional insured. All insurance coverages are to be placed with insurers which have a Best's rating of no less than A. Such insurance requirements shall be maintained during the Term and shall continue for a minimum of three years following termination of this Agreement. Failure to comply with the insurance requirements shall place Company in material breach of this Agreement.

ARTICLE VIII

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TERMINATION

8.01 Termination. This Agreement shall be terminable as follows:

(a) In the event that a party hereto commits a material breach of any of the terms or conditions of this Agreement the other party may terminate this Agreement (i) if such breach may be cured, upon written notice if the breaching party fails to cure such breach within thirty (30) days after its receipt of written notice thereof, or (ii) if such breach is incapable of cure, upon written notice to the other party thereof (it being understood that any breach of Section 5.04 would be incapable of cure);

(b) Notwithstanding the provisions of Section 8.01, in the event that a party hereto fails to pay any amounts payable hereunder when due, the other party may terminate this Agreement (i) if such breach may be cured, upon written notice if the breaching party fails to cure such breach within three (3) business days after its receipt of written notice thereof; or, (ii) if such breach is incapable of cure, upon written notice to the other party thereof;

(c) In accordance with the provisions of Section 8.03; or,

(d) Either party hereto may terminate this Agreement after the Initial Period upon at least six (6) months' prior written notice to the other party thereof. The Company may terminate this Agreement in accordance with the immediately preceding sentence but with less than six (6) months' prior written notice to Contractor; provided, that in such event, the Company shall pay Contractor an amount equal to the Termination Fee.

8.02 Effect of Termination. Subject to Section 4.03, upon termination or expiration of this Agreement, other than with respect to any amounts then the subject of a good faith dispute, the Company shall pay to Contractor and Contractor shall pay to the Company all monies due in respect of the Services provided.

8.03 Force Majeure. If either party is prevented from or delayed in performing any of its obligations hereunder due to any cause which is beyond the nonperforming party's reasonable control, including, without limitation, fire, explosion, flood, or other acts of God; acts, regulations, or laws of any Governmental Authority; war or civil commotion; acts of terrorism, strike, lock-out or labor disturbances; or failure of public utilities or common carriers (a Force Majeure Event), such non-performing party shall not be liable for breach of this Agreement with respect to such non-performance or delay to the extent any such non-performance or delay is due to a Force Majeure Event; provided, that the non-performing party gives immediate written notice to the other party of the Force Majeure Event. If a Force Majeure Event asserted as the basis of a party's non-performance continues to prevent performance for more than one (1) month, the other party may terminate this Agreement by giving written notice to the nonperforming party before the non-performing party resumes performance. Notwithstanding anything contained in this Section 8.03,

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such non-performing party shall exercise commercially reasonable efforts to eliminate the Force Majeure Event and to resume timely performance of its affected obligations as soon as practicable.

ARTICLE IX

MISCELLANEOUS

9.01 Relationship of the Parties. The relationship of the Company and Contractor established by this Agreement is that of independent contractors, and nothing contained herein shall be construed to (a) give either party any right or authority to create or assume any obligation or incur any expense of any kind on behalf of the other without the other party's prior written approval, or (b) constitute the parties as partners, joint venturers, co-owners, employer and employee or otherwise as participants in a joint or common undertaking.

9.02 Notices. All notices and other communications shall be in writing and shall be deemed to have been duly given when: (a) delivered personally, or (b) transmitted by facsimile (with receipt confirmed), or (c) if mailed, five (5) days after being deposited in the United States mail, postage prepaid, or by certified or registered mail, return receipt requested, postage prepaid, or (d) if sent by overnight courier for delivery on the next day, the day following deposit of the notice with Federal Express or another nationally recognized overnight courier service (billed to sender), to the parties at the following addresses:

If to Contractor: Emerson HealthCare, LLC Attention: Scott Emerson 407 East Lancaster Avenue Wayne, Pennsylvania 19087 Telephone: (610) 971-9600 Facsimile: (610) 971-9616 With a copy to: Steven L. Gershman, Esq. The Navy Yard Corporate Center One Crescent Drive Suite 400 Philadelphia, PA 19112 Telephone (215) 271-6102 Facsimile: (215) 218-2039 If to the Company: CCA Industries, Inc. Attention: Chief Executive Officer 200 Murray Hill Parkway East Rutherford, NJ 07073

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Telephone (201) 935-3232 Facsimile: (201) 842-6049

With a copy to: CCA Industries, Inc. Attention: Chief Financial Officer 200 Murray Hill Parkway East Rutherford, NJ 07073 Telephone (201) 935-3232 Facsimile: (201) 842-6049   9.03 Failure to Exercise. The failure of either party to enforce at any time for any period any provision hereof shall not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. Remedies provided herein are cumulative and not exclusive of any remedies provided at law.

9.04 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that, without such consent, (i) Company may make an assignment of this Agreement as collateral security in favor of its lenders, and (ii) the Company may assign this Agreement to a purchaser of all or substantially all of the assets of the Company's business related to the Products. Subject to the foregoing sentence, this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

9.05 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Company and Contractor, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

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9.06 Severability. Any term or provision of this Agreement that is deemed invalid or unenforceable in any jurisdiction shall, to the extent the economic benefits conferred by such Agreement to both parties remain substantially unimpaired, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

9.07 Governing Law. This Agreement shall be deemed to have been entered into in the State of New Jersey, and shall be construed and interpreted in accordance with the laws of that State applicable to agreements made and to be performed in the State of New Jersey. Any and all disputes, controversies and claims arising out of or relating to this Agreement, or with respect to the interpretation of this Agreement, or the rights or obligations of the parties and their successors and permitted assigns, whether by operation of law or otherwise, shall be settled and determined by arbitration in New Jersey pursuant to the then existing rules of the American Arbitration Association for commercial arbitration. The arbitrators shall have the power to award specific performance, rescission or injunctive relief in addition to damages or other monetary awards, but shall not have the power to modify, alter, enlarge upon or otherwise change any of the provisions or terms and conditions of this Agreement. The arbitration shall be final and binding upon the parties and judgment there on may be entered in the courts of the State of New Jersey and the United States federal courts in said State, and the parties hereby consent to the jurisdiction of such courts for such purposes. Service of any notice, process, motion or other document in connection with any arbitration proceeding, any arbitration award or any other action or proceeding, maybe by personal service or by certified or registered mail return receipt requested, addressed to the party intended at its address for the receipt of notices as herein set forth.

9.08 Headings. The headings used herein have been inserted for convenience only and shall not affect the interpretation of this Agreement.

9.09 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and together shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart.

9.10 Entire Agreement. NO VARIATIONS OR MODIFICATIONS OF THIS AGREEMENT SHALL BE DEEMED VALID UNLESS REDUCED TO WRITING AND SIGNED BY THE PARTIES HERETO. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, EXCEPT FOR ANY WRITTEN AGREEMENT OF THE PARTIES THAT EXPRESSLY PROVIDES THAT IT IS NOT SUPERSEDED BY THIS AGREEMENT. ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR WAIVED

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IF, AND ONLY IF, SUCH AMENDMENT OR WAIVER IS IN WRITING AND SIGNED (I) IN THE CASE OF AN AMENDMENT, BY THE COMPANY AND CONTRACTOR AND (II) IN THE CASE OF A WAIVER, BY THE PARTY AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE.

9.11 Survival. Sections 5.02, 5.04, 5.05 and 8.02, and Articles Article IV, Article VII and Article IX shall survive the expiration or termination of this Agreement in accordance with the respective terms thereof.

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

EMERSON HEALTHCATE, LLC Contractor

By: /s/s Scott Emerson Scott Emerson

and

CCA INDUSTRIES, INC. Company

By: /s/ Richard Kornhauser Richard Kornhauser, President & CEO

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EXHIBIT A TO SERVICES OUTSOURCING AGREEMENT

List of Products:

List to be furnished by CCA

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EXHIBIT B TO SERVICES OUTSOURCING AGREEMENT

SEE-ATTACHED FLOW CHARTS



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EXHIBIT C - LOGISTIC EXPENSES

• Outbound freight costs - average out to be approximately [ ** ] cents per lb.

• Warehouse labor [ ** ] cents per case.

• There is no charge for unloading and putting away inbound product as long as product arrives on standardized configured pallets. The labor charge only occurs when the product is shipped outbound to customers/retailers.

• Storage cost of [ ** ] cents per month per case - First [ ** ] days for each case no charge - If case sits longer than [ *∗ ] days the monthly charge applies going forward.

• For International Sales the above warehouse labor and storage costs apply. There will be no Service Fee paid for international sales, but Company understands that Contractor will not be performing any services. It is assumed buyer will be paying for freight for International Sales.

15

A: 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?
****
Q: Exhibit 10.11   ***Certain portions of this exhibit have been omitted based on a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The omitted portions have been filed separately with the Securities and Exchange Commission.   STRATEGIC ALLIANCE AGREEMENT     This Strategic Collaboration Agreement (Agreement), effective as of the 23rd day of  September, 2016 (Effective Date), is entered into by and between The University of Texas M. D. Anderson Cancer Center, with a place of business located at 1515 Holcombe Blvd., Houston, TX 77030, USA (MD Anderson), a member institution of The University of Texas System (System) and Adaptimmune LLC, with a place of business located at 2001 Market Street, Philadelphia, PA 1903, USA (Adaptimmune); and Adaptimmune Limited, with a place of business at 101 Milton Park, Abingdon, Oxfordshire, OX14 4RY (Adaptimmune Limited) (MD Anderson and Adaptimmune each a Party and collectively the Parties).   WITNESSETH   Whereas Adaptimmune and Adaptimmune Limited are biotechnology companies involved in the field of research, development and marketing of pharmaceutical products and therapies, including the sponsorship of clinical trials.   Whereas MD Anderson is a comprehensive cancer research, treatment, and prevention center, with scientists and technicians in substantive fields relating to cancer research.   Whereas the Parties hereby wish to establish a strategic alliance, as further described herein, (Alliance) whereby Adaptimmune will provide funding and in-kind support for: (a) one or more preclinical studies (Pre-clinical Studies); and (b) one or more clinical and related correlative studies (Clinical Studies) to be conducted by MD Anderson pursuant to this Agreement (each such Clinical Study or Pre-clinical Study, a Study, and all such Clinical Studies and Pre-clinical Studies, the Studies.).   Now therefore, in consideration of the premises and the mutual covenants and conditions hereinafter recited, the Parties do hereby agree as follows:   1. Subject and Scope of Agreement   1.1 The initial scope of the Alliance will consist of the Studies described in Exhibit I, the details of which are to be mutually agreed upon by the JSC from time to time in accordance with Sections 1.5 - 1.8 below). The Studies and/or the scope of the Alliance may be replaced and/or changed as agreed upon by the JSC. Adaptimmune shall have responsibility for IND filing and monitoring unless otherwise agreed by JSC. The Alliance Funding (defined in Section 1.3 below) will cover enrollment of a minimum of *** Clinical Study subjects into Clinical Studies (with Clinical Studies in this context excluding any screening Study or long term follow-up Study) (Minimum Patient Numbers). MD Anderson represents and undertakes that (a) *** and (b) that the ***   (together (a) and (b) being the ***):   1.2  Adaptimmune shall be the sponsor of any Clinical Study. MDACC shall be responsible for the conduct of each Study in accordance with the relevant protocol and/or workscope. The Agreement shall govern the performance of Studies by MD Anderson and one or more Principal Investigator(s) on basis of

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  Study specific documents (Study Orders) as agreed upon by the Parties. This Agreement shall apply to all Studies set out in the Study Orders performed by MD Anderson and the MD Anderson principal investigator(s) responsible for the performance of such Studies (Principal Investigator(s)) upon execution of Study Orders during the term of this Agreement. Each Study Order shall be substantially in the form attached as Exhibit III to this Agreement and shall detail the specifics of the Study to be performed under such Study Order including, without limitation, (i) the detailed Protocol or workscope, (ii) the Principal Investigator and (iii) identify any project-specific resources or support provided by Adaptimmune. In the event of any conflict of terms of this Agreement and the terms of a Study Order, the terms of this Agreement shall govern, unless the Study Order specifically and expressly supersedes this Agreement with respect to a specific term, and then only with respect to the particular Study Order and specific term. If there is any discrepancy or conflict between the terms contained in a Protocol or workscope and this Agreement and/or the relevant Study Order, the terms of the Protocol or workscope shall govern and control with respect to clinical/scientific matters and the terms of the Agreement and/or the relevant Study Order in that order shall govern and control with respect to all other matters, e.g., legal and financial matters.   1.3 Adaptimmune agrees to commit funding in an amount of at least nineteen million six hundred and forty four thousand Dollars US ($19,644,000) for the performance of the Studies as set out in Exhibit I during the term (Alliance Funding). The JSC may allocate and/or re-allocate funds to Studies as necessary and agreed by JSC. The basic per patient estimate for Clinical Studies is as follows: for screening Clinical Studies: $***, for long term follow-up Clinical Studies: $*** and for other Clinical Studies: $***. If the Parties extend the term by mutual agreement as set forth herein, the Parties shall negotiate in good faith the amount of future Study funding commitments by Adaptimmune applicable to such extended term. In the event a Study is terminated early, then in relation to any funds allocated to such Study, the Parties shall promptly discuss and agree upon a replacement of that Study with a new study of similar scope that is of mutual scientific interest to the Parties and that is approved by the JSC, and that will be funded by the Alliance Funding. If there is any Alliance Funding at the expiration or termination of this Agreement, it will be allocated to studies, research or tests agreed by the JSC, and such Alliance Funding will be payable in accordance with agreed milestones relevant to such agreed studies, research or tests.   The Parties understand that the compensation being paid to MD Anderson under this Agreement constitutes the fair market value of the services to be provided hereunder. Neither MD Anderson nor Principal Investigator shall seek or accept reimbursement from any third-party payor for any Study items or procedures supplied by or paid for by Adaptimmune under this Agreement. MD Anderson acknowledges that Adaptimmune may be obligated to disclose all payments made hereunder, including the provision of non-monetary items of value, as may be required under Applicable Law, including the Physician Payments Sunshine Act, passed as Section 6002 of the 2010 Patient Protection and Affordable Care Act and, to the extent required by Applicable Laws, agrees to keep and maintain relevant records of such and, upon Adaptimmune's reasonable request, provide such records to Adaptimmune to the extent such information is not already in Adaptimmune's possession, but only to the extent required for Adaptimmune to comply with its legally required reporting obligations. MD Anderson consents to such disclosure, to the extent such disclosure is required for Adaptimmune to comply with Applicable Laws. MD Anderson shall ensure that the Principal Investigator provides in a timely manner all such reasonable information to Adaptimmune necessary for Adaptimmune to comply with any disclosure requirements to the extent required by and in accordance with 21 C.F.R. Part 54, including but not limited to, any information required to be disclosed in connection with any financial relationship between Adaptimmune and the Principal Investigators and sub-investigators involved in the Study, as well as any immediate family members thereof. MD Anderson will ensure that Principal Investigator promptly updates any provided information if any relevant changes occur during the performance of any Study and for one year following completion of any Study.

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  No amounts paid under this Agreement are intended to be for, nor shall they be construed as, an offer or payment made in exchange for any explicit or implicit agreement to purchase, prescribe, recommend, or provide a favorable formulary status, for any Adaptimmune product or service. Any such compensation will be consistent with fair market value in arms-length transactions and will not be determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the Parties for which payment may be made in whole or in part under Medicare, Medicaid or other Federal health care programs. MD Anderson and Adaptimmune each confirm that in entering into this Agreement they have not accepted any bribes or illegal inducements to enter into this Agreement or to perform any Study and will not accept any bribe or illegal inducement or offer any bribe or illegal inducement in the performance of or for the performance of any Study whether during or after the termination or expiry of this Agreement.     1.4 The nineteen million six hundred and forty four thousand Dollars US ($19,644,000) for the Studies shall be due and payable to MD Anderson according to the schedule outlined in Table 2 in Exhibit II. The JSC retains the right to prioritize and replace Studies as necessary subject to Section 1.6.   1.5 The Parties will establish a Joint Steering Committee (JSC) of equal representation, comprised of three (3) representatives (employees, directors or consultants who are subject to appropriate confidentiality obligations) from each Party, with the representatives of each Party collectively having one vote on all matters to be decided upon by the JSC. Each Party can appoint and replace its representatives in the JSC at its own discretion through timely written notice to the other Party.   1.6 The JSC will have meetings (either in person, by teleconference or via electronic means) at least quarterly. At least one meeting per year will be conducted in person or by videoconference (including the kick-off meeting). The JSC will decide on matters by unanimous vote with each of MD Anderson and Adaptimmune exercising one vote each provided, however, that no action may lawfully be taken at any meeting unless at least two representatives of each Party (including for this purpose any proxy representative appointed as provided below) are present at the meeting.  If a member of the JSC is unable to attend a meeting, he or she may appoint, in writing, a proxy to participate and vote in his or her stead. Decisions may also be made by electronic mail, provided such electronic mail is provided by at least two representatives from Adaptimmune and MD Anderson and such electronic mail is acknowledged to be received by the recipient. Although decision will be made by mutual agreement of the JSC, in the event of any disagreement, ***           .   1.7 The main task of the JSC will be to oversee the Alliance. In order to achieve the objectives of the Alliance, the JSC will oversee each Study under the Alliance. The JSC will provide technical, scientific, clinical, and regulatory guidance to the Studies and will be responsible for monitoring progress of these Studies. Additional representatives can be invited by the JSC on a case by case basis should discussion of certain topics require so, provided that such guests will be subject to an obligation of confidentiality and non-use at least as strict as Section 5 below. In the event a Study is terminated early or does not initiate, the Parties shall promptly replace that Study with a new study similar in scope that is of mutual scientific interest to the Parties. Once agreed by the JSC, such replacement study will be funded by the Alliance Funding and payable in accordance with agreed milestones for such replacement study.

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  1.8 In addition, the JSC will be responsible for coordinating resolution of problems arising in the Studies or in the Alliance as a whole. In the event of any matter to which the JSC cannot reach resolution, or in the event of any dispute arising as to any matter subject to JSC responsibility and save where Adaptimmune has the deciding vote in accordance with Section 1.6 above, such matter or dispute will be escalated to executive management of MD Anderson and Adaptimmune for good faith resolution. Both Parties shall use all reasonable efforts to resolve any matter or dispute on a timely basis.   1.9 MD Anderson represents and certifies that neither MD Anderson nor Principal Investigator will, directly or indirectly, offer or pay, or authorize an offer or payment of, any money or anything of value to any Public Official (defined below) or public entity, with the knowledge or intent that the payment, promise or gift, in whole or in part, will be made in order to improperly influence an official act or decision that will assist Adaptimmune in securing an improper advantage or in obtaining or retaining business or in directing business to any person or entity in relation to the Study.  In addition to other rights or remedies under this Agreement or at law, Adaptimmune may terminate the affected Study Order if MD Anderson breaches any of the representations or certifications contained in this Section or if Adaptimmune learns that improper payments are being or have been made to any Public Official by MD Anderson or Investigator. For the purposes of this Agreement, Public Official means any officer or employee of a government, a public international organization or any department or agency thereof, or any person acting in an official capacity, including, for a public agency or enterprise; and any political party or party official, or any candidate for public office. Adaptimmune acknowledges and agrees that MD Anderson is an agency of the State of Texas, and its investigator, employees, and officers do constitute a Public Official, as used in this paragraph, for purposes of this Section. Notwithstanding anything in this Section 1.9, nothing in this Section shall constitute a limitation on MD Anderson's ability to operate within its legal capacity as an agency of the State of Texas, nor shall anything in this Agreement require MD Anderson to violate any law or to refrain from complying with any law applicable to MD Anderson.     2. Responsibilities and Compliance   2.1 Each Clinical Study shall be subject to review and approval of the Study protocol (Protocol) as required by MD Anderson's Institutional Review Board (Institutional Review Board or IRB) and/or any relevant authorities prior to commencement of the Study as may be required in order to comply with Applicable Laws.   2.2 The scope of the Study to be performed shall be set forth in the Protocol(s) or workscope referenced in the Study Order, which shall be incorporated by reference into such Study Order. These Protocol(s)/workscope shall be considered final after being agreed to by MD Anderson and Adaptimmune and, for Clinical Studies, including approval by MD Anderson's IRB. The Principal Investigator for a Clinical Study shall submit the Protocol and reports of the ongoing conduct of the Clinical Study to the IRB as required by the IRB, obtain written approval from the IRB, and inform the IRB of Study closure.   2.3 MD Anderson shall and will ensure that each Principal Investigator shall conduct a Study in accordance with (a) the terms and conditions of this Agreement and the relevant Study Order, (b) the provisions of the Protocol or workscope, as applicable, (c) applicable Good Clinical Practice requirements as incorporated by FDA regulations (GCP), (d) the ethical principles of the Declaration of Helsinki, as applicable, and (e) any and all applicable orders and mandates of relevant authorities (including the FDA) and IRB, and applicable MD Anderson policies. MD Anderson shall ensure that all persons participating in any Study are either employees of MD Anderson or are under legally binding obligations to MD Anderson requiring performance in accordance with the terms of this Agreement and that all persons   4





  conducting any Study are properly trained with respect to their tasks performed for the Study. The Study shall be conducted at MD Anderson. Only Adaptimmune shall be entitled to amend or modify the Protocol, which amendments and modification must be approved by the IRB prior to implementation. Neither MD Anderson or Principal Investigator shall be entitled to amend any Protocol for any Study except as necessary to eliminate any immediate hazard to the safety, rights or welfare of the Study patient or unless required by the IRB. Any deviation from the Protocol must be agreed by Adaptimmune in advance unless necessary to eliminate an apparent immediate hazard to the safety, rights or welfare of any Study patient or unless required by the IRB. MD Anderson will promptly report any known deviation to Adaptimmune.   2.4 MD Anderson and Adaptimmune shall comply with all federal, state, and local laws and regulations as well as ethical codes applicable to the conduct of each such Study (Applicable Laws) to the extent, in each case, applicable to the relevant performance of a Party's obligations under this Agreement and any Study Order.   2.5  Prior to the enrollment of any patient into any Clinical Study, MD Anderson and/or Principal Investigator shall forward to Adaptimmune evidence of approval of each Clinical Study by MD Anderson's IRB, and with respect to Studies for which MD Anderson serves as sponsor within the meaning of such term under Applicable Laws and regulations, evidence of approval of the Study by relevant regulatory authorities (or exemption from such regulatory authority/ies review and approval). MD Anderson shall, as required by Applicable Law, obtain from the IRB written evidence of continuing review and approval of the Study and shall provide evidence of such approval to Adaptimmune.   2.6 If, in the course of any Clinical Study at MD Anderson, a Study subject is injured by such Study subject's participation in the Study, MD Anderson and/or Principal Investigator shall inform Adaptimmune of any such injury by fax or email in case of serious and unexpected  adverse reactions and/or serious and unexpected adverse events arising from the use of Study Drug as soon as reasonably possible and in any event in accordance with the timescales set out in the Protocol,  and/or, if applicable, pregnancies, within the timelines stipulated in the Protocol, or if such is not stipulated in the Protocol, within *** (***) business days following MD Anderson or Principal Investigator becoming aware of such event.   2.7 MD Anderson represents that: (a) it has not been debarred by the FDA pursuant to its authority under Sections 306(a) and (b) of the U.S. Food, Drug, and Cosmetic Act (21 U.S.C.. § 335(a) and (b)) and is not the subject of any investigation or proceeding which may result in debarment by the FDA, and to the extent applicable, it shall not use any Principal Investigator or Study team member in the performance of a Study that has been so debarred or subject to any such investigation or proceeding, and; (b) it is not included in the List of Excluded Individuals/Entities (maintained by the U.S. Department of Health and Human Services Office of Inspector General) or the List of Parties Excluded from Federal Procurement and Non-procurement maintained by the U.S. General Services Administration, and is not the subject of any investigation or proceeding which may result in inclusion in any such list, and to the extent applicable, it shall not use any Principal Investigator or Study team member in the performance of a Study that is so included or the subject of any such investigation or proceeding. MD Anderson agrees to promptly notify Adaptimmune in writing if it becomes aware of any such debarment, exclusion, investigation or proceeding of MD Anderson or, to the extent applicable, any Principal Investigator.   2.8 MD Anderson and Adaptimmune shall comply with all applicable federal, state and local laws pertaining to confidentiality, consent and disclosure of all information or records obtained and reviewed in the course of the Study, and shall permit access to such information or records only as authorized by a relevant Study subject, the IRB, and as authorized by law. Each Party agrees to comply with all provisions of the Health Insurance Portability and Accountability Act (HIPAA) regulations (45 C.F.R.

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  Parts 160 and 164) as to the protection and security of Protected Health Information (PHI) to the extent applicable to a Party. Prior to participation of each subject in a Clinical Study, MD Anderson will ensure that (a) it has obtained a signed written informed consent document from the subject (Consent) and (b) it has obtained a signed, written, HIPAA authorization that adequately discloses the circumstances under which the subject's personal data might be disclosed, as applicable, and documents the subject's express written authorization for use and disclosure of the subject's PHI for Study purposes, as applicable, pursuant to the HIPAA regulations (Authorization). MD Anderson will agree to the contents of any Consent or Authorization provided to any Study patient or prospective Study patient with Adaptimmune prior to use in any Clinical Study. Adaptimmune, Adaptimmune Limited and its Joint Research Partners will only obtain, access, use and disclose the individually identifiable health information of each Study Subject in accordance with and to the extent permitted by the IRB, Consent and the Authorization document and in accordance with this Agreement and Applicable Laws. Joint Research Partners, for the purposes of this Agreement, means Adaptimmune Limited's strategic collaboration partner, GlaxoSmithKline (including all companies within the GlaxoSmithKline group of companies) but only to the extent and for the duration that GlaxoSmithKline remains a collaboration partner of Adaptimmune or otherwise takes over control of any Study Drug which is the subject of any Study. Adaptimmune shall have in place with its Joint Research Partners a written agreement with terms at least as stringent as those set out in this Agreement in relation to the obtaining, access, use and disclosure of individually identifiable health information under this Section 2.8 or the receipt, access, use and disclosure of MD Anderson Confidential Information under Section 5.   2.9 MD Anderson and Adaptimmune will promptly notify each other upon identifying any aspect of a Protocol, including information discovered during site monitoring visits, or Study results that may adversely affect the safety, well-being, or medical care of the Study subjects, or that may affect the willingness of Study subjects to continue participation in a Study, influence the conduct of the Study, or that may alter the IRB's approval to continue the Study. MD Anderson will promptly notify the IRB of any such events. If the IRB at any time suspends, qualifies or withdraws approval of the Study, MD Anderson shall promptly notify Adaptimmune, provide a reasonable written explanation of the circumstances leading to such suspension, qualification or withdrawal, and cease the treatment of all Study patients as medically appropriate and if required by the IRB. When Study subject safety or medical care could be directly affected by Study results, then notwithstanding any other provision of this Agreement, MD Anderson will send Study subjects a written communication about such results. ***         .   2.10 MD Anderson shall not subcontract any of its or the Principal Investigator's responsibilities under this Agreement without the prior written consent of Adaptimmune. Any consent provided under this Section 2.10 shall not enable the relevant sub-contractor to further subcontract its responsibilities to any other third party. MD Anderson shall ensure that any subcontracting is governed by a binding agreement which imposes on the subcontractor obligations and responsibilities substantially equivalent to those set out in this Agreement, to the extent such apply to the subcontracted activity (including obligations of confidentiality and ownership of Inventions). Regardless of any delegation of duties to any subcontractor, MD Anderson remains obligated to fulfill all MD Anderson obligations to Adaptimmune and Adaptimmune Limited hereunder.   3. Personnel, Materials and Equipment

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  3.1 Except as otherwise set forth in this Agreement, MD Anderson shall provide all necessary personnel, facilities, and resources to accomplish their responsibilities under this Agreement and the relevant Study Order.   3.2 Adaptimmune agrees to promptly provide MD Anderson with the required quantities of the drug or therapy under a Study Order that will be utilized in accordance with the provisions of the Protocol or workscope applicable to the Study (Study Drug), Alliance Funding applicable to the Study, and/or support services to the extent required for the conduct of a Study as specified in the Protocol or workscope. Any Study Drug provided by Adaptimmune will be used solely for the applicable Study and solely in accordance with the Protocol or workscope for the relevant Study. MD Anderson will not use such Study Drug outside of the scope of the Study. MD Anderson will not transfer or provide unsupervised access to the Study Drug to any third party for any purpose, without the prior written consent of Adaptimmune. MD Anderson acknowledges that the Study Drug is experimental in nature, and shall exercise prudence and reasonable care in its handling, storage, transportation, disposition and containment of the Study Drug and, if applicable, any other Proprietary Materials provided by Adaptimmune.   3.3. Use of Proprietary Materials. From time to time during the Term, either Party (the Transferring Party) may supply the other Party (the Receiving Party) with proprietary materials of the Transferring Party (other than Study Drug) (Proprietary Materials) for use in the Study as may be further listed in the Study Order. In connection therewith, each Receiving Party hereby agrees that: (a) the Receiving Party will not use the Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it will use such Proprietary Materials only in compliance with all Applicable Laws; (c) it will not transfer any such Proprietary Materials to any third party without the prior written consent of the Transferring Party; (d) it will not acquire any rights of ownership, or title in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of this Agreement or a Study Order, if requested by the Transferring Party, it will destroy or return any such Proprietary Materials   3.4 Nothing in this Agreement shall be construed to limit the freedom of MD Anderson or of any Principal Investigator or Study team member or Adaptimmune to engage in similar clinical trials or research performed independently under other grants, contracts, or agreements with parties other than Adaptimmune.   3.5 MD Anderson will obtain, prepare, store and ship all Study patient samples required to be collected and shipped under Protocol for any Clinical Study in accordance with and to the extent permitted by Applicable Laws, the Consent, Authorization, the IRB and any applicable Study reference manuals and any reasonable written instructions provided by Adaptimmune. Both Parties shall retain all such samples in accordance with and to the extent permitted by the Consent, Authorization, the IRB and Protocol and only disseminate such samples to third parties to the extent permitted by the Consent and HIPAA Authorization the IRB, Applicable Laws, and the Protocol. Adamptimmune, and service providers for the Study may only use the samples only to the extent permitted by the Consent and HIPAA Authorization documents, the IRB, as necessary to conduct the Study and as permitted by Applicable Laws.   4. Payments   4.1 Payments of Alliance Funding applicable to a Study will be made according to the terms specified in Sections 1.3 and 1.4 above.   5. Confidential Information   7





  5.1  In conjunction with each Study, the Parties may wish to disclose confidential information to each other.  For purposes of this Agreement, Confidential Information means confidential, non-public information, know-how and data (technical or non-technical) that is disclosed in writing, orally, graphically, in machine readable form, or in any other manner by or on behalf of a disclosing Party to a receiving Party or its Affiliates for purposes of this Agreement or any Study Order (Purpose). Data or Inventions arising in the performance of the Study and which are owned by Adaptimmune will also constitute Confidential Information of Adaptimmune, even where first disclosed by MD Anderson and in each case subject to the publication rights of MD Anderson in Section 12 and subject to Section 7 below. Confidential Information may be disclosed in any form (e.g. oral, written, graphic, electronic or sample) by or on behalf of disclosing Party or its Affiliates, or may be otherwise accessible to receiving Party or its Affiliates. Exchanges of Confidential Information directly between the Affiliates and Joint Research Partners are also covered by this Agreement. Affiliates means any individual, company, partnership or other entity which directly or indirectly, at present or in the future, controls, is controlled by or is under common control of a Party, and control will mean direct or indirect beneficial ownership of at least fifty per cent (50%) of the voting share capital in such company or other business entity, or to hold the effective power to appoint or dismiss members of the management.   5.2 Without disclosing Party's prior written consent, receiving Party will: (a) not use any part of or the whole of the Confidential Information for any purpose other than the Purpose; (b) restrict the dissemination of Confidential Information to individuals within its own organization and disclose the Confidential Information only to those of its officers, employees and Affiliates and Joint Research Partners who have a legitimate need to have access to the Confidential Information, who will be bound by confidentiality and non-use commitments no less restrictive than those of this Agreement, and who will have been made aware of the confidential nature of the Confidential Information; (c) protect the Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as receiving Party uses to protect its own confidential information of a like nature; (d) preserve the confidentiality of the Confidential Information, not disclose it to any third party, and take all necessary and reasonable precautions to prevent such information from being accessible to any third party; and (f) promptly notify the disclosing Party upon becoming aware of evidence or suspicion of any unauthorized use or disclosure of the Confidential Information. The foregoing obligations will exist for a period of *** (***) years from the date of completion of the last Study in relation to which the Confidential Information is disclosed or used.   5.3 The obligations of confidentiality and non-use listed in this Section 5 will not apply to information: (a) which is in the public domain or public knowledge at the time of disclosure, or which subsequently enters the public domain through no fault of receiving Party; (b) which was rightfully in the possession of receiving Party at the time of disclosure by disclosing Party; (c) which is independently developed by receiving Party without use of disclosing Party's Confidential Information; (d) which the receiving Party receives legally from any third party and which is not subject to an obligation of confidentiality; (e) is communicated to the receiving party's IRB or other scientific committee; (f) is required to be disclosed in order to obtain informed consent from patients or subjects who may wish to enroll in the Study, provided, however, that the information will be disclosed only to the extent necessary and will not be provided in answer to unsolicited inquiries by telephone or to individuals who are not eligible to be Study subjects; or (g) is disclosed to a Study subject for the safety or well-being of the Study subject. The receiving Party may also disclose Confidential Information of any other Party where it is required to disclose such pursuant to Applicable Law; provided, however, that receiving Party will make reasonable efforts, if legally permissible, to (i) notify disclosing Party prior to the disclosure of any part of or the whole of the Confidential Information and (ii) allow disclosing Party the opportunity to

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  contest and avoid such disclosure, and provided, further, that receiving Party will disclose only that portion of such Confidential Information that it is legally required to disclose.   5.4 For the purposes of this Section 5, any combination of features disclosed to the receiving Party will not be deemed to be within the foregoing exceptions merely because individual features are. Moreover, specific disclosures made to the receiving Party will not be deemed to be within the foregoing exceptions merely because they are embraced by general disclosures.   5.5 All Confidential Information disclosed to receiving Party pursuant to this Agreement will be and remain the disclosing Party's property. Nothing contained herein will be construed as granting to receiving Party any proprietary right on or in relation to any part of or the whole of the Confidential Information, or any right to use any of the Confidential Information except for the Purpose. Receiving Party will return to disclosing Party all documents and other materials which constitute Confidential Information, as well as all copies thereof, promptly upon request or upon termination of this Agreement (whichever is earlier); provided, however, that receiving Party may keep one copy of the Confidential Information received under this Agreement in its secure files in accordance with the terms of this Agreement for the sole purpose of maintaining a record of the Confidential Information received hereunder and for compliance with this Agreement and/or Applicable Laws.   5.6 Adaptimmune will not require MD Anderson to disclose any Protected Health Information. Notwithstanding the foregoing, if Adaptimmune comes into knowledge or possession of any Protected Health Information (as such term is defined under HIPAA) by or through MD Anderson or any information that could be used to identify any Study subject or other MD Anderson patients or research subjects, Adaptimmune will maintain any such Protected Health Information or other information confidential in accordance with laws and regulations as applicable to MD Anderson, including without limitation HIPAA, will use any such Protected Health Information solely to the extent permitted by Applicable Laws, the IRB and the Consent/Authorization of the patient/research subject, and will not use or disclose any such Protected Health Information or other information in any manner that would constitute a violation of any Applicable Laws or regulation if such use or disclosure was made by MD Anderson. It is intended that MD Anderson will not disclose any Protected Health Information to Adaptimmune under this Agreement.   5.7 Improper use or disclosure of the Confidential Information by receiving Party is likely to cause substantial harm to disclosing Party. Therefore, in the event of a breach, threatened breach, or intended breach of this Agreement by receiving Party, in addition to any other rights and remedies available to it at law or in equity, disclosing Party will be entitled to seek preliminary and final injunctions enjoining and restraining such breach, threatened breach, or intended breach.   6. Clinical Data / Monitoring   6.1 MD Anderson shall maintain complete, accurate and current records with respect to the conduct of any Study as set forth in any Protocol or Study Order, to the extent required by Applicable Laws and regulations (Study Records). All Study Records shall be retained by MD Anderson in accordance with and for the time period as is required by Applicable Law. Prior to any disposal of such Study Records, MD Anderson shall give Adaptimmune thirty (30) days' prior written notice thereof to allow Adaptimmune the opportunity to request in writing, within such time frame, that MD Anderson continue to store such Study Records at Adaptimmune's expense. In relation to Clinical Studies, MD Anderson will keep Adaptimmune reasonably informed of the progress of the Study and respond to any reasonable queries of Adaptimmune in relation to such Study promptly. In relation to Pre-Clinical Studies, oral reports or interim written status reports of the progress of the Studies will be provided by the Principal Investigator to Adaptimmune on a regular basis and at least once every *** (***) months during the

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  course of a Study. Significant developments arising out of Studies will be communicated promptly to Adaptimmune. In the context of any Clinical Study, MD Anderson shall timely prepare and submit to Adaptimmune (a) case report forms, as soon as reasonably possible but in any event within *** (***) business days following completion of any Study patient visit; and (b) responses to data resolution queries as soon as reasonably possible and in any event within *** (***) business days following receipt of such query.   6.2 As applicable to and appropriate for a Clinical Study, Adaptimmune may monitor the conduct of a Clinical Study in accordance with Good Clinical Practice requirements of FDA Regulations, and may visit MD Anderson for the purpose of such monitoring. Such monitoring visits shall also enable Adaptimmune to (a) inspect and review any or all Study Records and Study source documents for comparison with case report forms; and (b) audit financial records relating solely to the performance of the Study under this Agreement. During any visit, MD Anderson and Principal Investigator shall reasonably cooperate with Adaptimmune and will use reasonably efforts to promptly provide any reasonably Study Records or Study information requested by Adaptimmune in accordance with this Section. Any such visits shall be scheduled in coordination with MD Anderson and/or Principal Investigator during normal administrative business hours, and shall be subject Adaptimmune's and Adaptimmune Limited's compliance with MD Anderson's reasonable measures for confidentiality, safety and security, and shall also be subject to compliance with generally applicable premises rules at MD Anderson.   6.3 MD Anderson and Principal Investigator shall, during a Study, permit inspections by responsible legal and regulatory authorities with respect to such Clinical Study. To the extent permitted by law and to the extent practicable, MD Anderson shall notify Adaptimmune of such inspection and provide Adaptimmune with an opportunity to be present at such inspection (to the extent reasonably possible). MD Anderson shall, to the extent permitted by Applicable Law, inform Adaptimmune of any findings resulting from any such inspection and MD Anderson shall promptly correct any non-conformances or requests for correction identified as a result of such inspection. MD Anderson shall promptly notify Adaptimmune of, and to the extent permitted by law, provide Adaptimmune with copies of, any inquiries, correspondence or communications with any legal or regulatory authority with authority over any Study, to the extent in each case applicable to any Study or the performance of such Study by MD Anderson. Where MD Anderson intends to respond to any such communication, MD Anderson shall provide, to the extent permitted by law, Adaptimmune with a copy of such response and an opportunity to comment on such response (to the extent reasonably practicable) in advance of the due date for the response. MD Anderson will review any comments provided by Adaptimmune in good faith.   6.4 Notwithstanding any provision of this Section 6, to the extent that MD Anderson is the holder of an Investigational New Drug Application (IND) or other applicable regulatory application or approval for a Study, the provisions of Section 6.2 and 6.3 shall not apply, and MD Anderson shall have the sole responsibility for monitoring, auditing, and reporting for such Study, provided that MD Anderson agrees to reasonably negotiate access to Study documentation and records relevant to the applicable Study Drug and documentation and facilities applicable to the Study upon the request of Adaptimmune and provided that Adaptimmune shall be subject to compliance with MD Anderson's reasonable measures for confidentiality, safety and security, and shall also be subject to compliance with generally applicable premises rules at MD Anderson.   7. Data & Inventions.   7.1 Each Party will retain all right, title and interest in and to its own Background IP and no license to use such Background IP is granted to the other party except for MD Anderson's use of Study Drug in a Study as set forth in Section 3.2 above and in the Protocol and each Party's use of the other Party's

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  Proprietary Material as set forth in Section 3.3 above. Background IP means all intellectual property (including rights in Confidential Information) of a Party that: (a) was generated by such Party before the Effective Date; (b) is generated by such Party outside the scope or after expiration of this Agreement or any Study under this Agreement; and in each such case; (c) is owned by such Party, either partially or wholly, or is licensed to, or otherwise controlled by such Party, and which is not an Invention under this Agreement.   7.2 Patient records, research notebooks, all original source documents, Protected Health Information (as such term is defined by HIPAA), MD Anderson's business records, regulatory and compliance documents, original medical records or any information required to be maintained by MD Anderson in accordance with Applicable Laws, that is generated in the conduct of the Studies (collectively, MD Anderson Records) will be owned by MD Anderson. All results, data and work product (excluding MD Anderson Records) generated in the conduct of the Studies (Data) shall be owned by Adaptimmune Limited. MD Anderson shall maintain all such Data as confidential, subject to the publication rights granted in Section 12 below. Data will be promptly disclosed by MD Anderson to Adaptimmune in the form of a Study report or as otherwise reasonably requested by Adaptimmune. Notwithstanding any other provision of this Agreement, MD Anderson shall have the right to use results and Data of the Study for its internal research, academic, and patient care purposes and for publication in accordance with Section 12 below, save that no right or license is granted to MD Anderson under any of Adaptimmune's Background IP. Adaptimmune shall promptly disclose any Data it generates to MD Anderson.   7.3 MD Anderson will provide to Adaptimmune a detailed written disclosure of each patentable invention and/or discovery (and all intellectual property rights therein) conceived and reduced to practice in the conduct of a Study and arising from the performance of a Study (Invention) promptly after a written invention disclosure report for such Invention is received by MD Anderson's Office of Technology Commercialization.   7.4 Inventions shall be owned by the Parties in accordance with the following: (a) ***               Adaptimmune Inventions shall be the sole property of Adaptimmune Limited.   (b) With respect to any Inventions that are not Adaptimmune Inventions (Other Inventions), where made solely by MD Anderson or its employees and agents, such Inventions will be solely owned by MD Anderson; where made jointly by MD Anderson and Adaptimmune and/or Adaptimmune Limited and their employees and agents will be jointly owned by MD Anderson and Adaptimmune Limited. Inventions that are made solely by Adaptimmune, Adaptimmune Limited or its employees and agents will be solely owned by Adaptimmune Limited. Inventorship will be determined in accordance with United States patent law.   7.5  MD Anderson hereby grants Adaptimmune and Adaptimmune Limited a non-exclusive, worldwide, irrevocable royalty-free license to any Invention in which MD Anderson has an ownership interest, for any purpose. Such license shall include an unrestricted right to sublicense through multiple tiers. MD Anderson also hereby grants to Adaptimmune Limited an exclusive option to negotiate an

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  exclusive (subject to MD Anderson's perpetual, irrevocable, no-cost right to use such Invention for non-commercial internal research, academic and patient care purposes), royalty-bearing license to any Invention in which MD Anderson has an ownership interest, provided that Adaptimmune Limited pays all reasonably incurred patent expenses for such Invention in the event Adaptimmune Limited exercises its option. Adaptimmune Limited must exercise its option to negotiate a license to any Invention by notifying MD Anderson in writing within six months' of MD Anderson disclosing such Invention to Adaptimmune (the Option Period).  If Adaptimmune Limited fails to timely exercise its option within the Option Period with respect to any Invention, Adaptimmune Limited's right to negotiate a license agreement with respect to such Invention will automatically terminate, and MD Anderson will be free to negotiate and enter into a license with any other party. If Adaptimmune Limited timely exercises its option, the terms of the license shall be negotiated in good faith within six months of the date such option is exercised, or within such time the parties may mutually agree in writing (the Negotiation Period). If, however, Adaptimmune Limited timely exercises its option, but MD Anderson and Adaptimmune Limited are unable to agree upon the terms of the license during the Negotiation Period, Adaptimmune Limited's right to exclusively license such Invention will terminate, and MD Anderson will be free to enter into a license with any other party (subject to the grant of the non-exclusive license above).   7.6. Adaptimmune Limited hereby grants MD Anderson a perpetual, irrevocable, no-cost, non-exclusive, royalty-free license to any Adaptimmune Invention or Other Invention in which Adaptimmune Limited has an ownership interest for MD Anderson's internal non-commercial research, academic and patient care purposes. For clarity the grant of any license under any Invention or assignment of any Invention by either Party does not include any license under any of such Party's Background IP, even where such Background IP dominates or encompasses any Invention.   7.7 As between the Parties, the sole owner of any Invention will have the sole right to prepare, file, prosecute, maintain, enforce and defend all U.S. and foreign patents, registrations and other forms of intellectual property in such Invention but nothing herein will obligate the owner to take any such actions. As between the Parties, Adaptimmune will have the first right to prepare, file, prosecute, maintain, enforce and defend all U.S. and foreign patents, registrations and other forms of intellectual property in any jointly-owned Invention using patent counsel of its choice that is subject to the written approval of MD Anderson not to be unreasonably withheld and at the sole cost and expense of Adaptimmune, with accounting to MD Anderson.  Adaptimmune will keep MD Anderson reasonably informed of all such material preparations, filings, material prosecution, material maintenance, material enforcement and defense and will consider MD Anderson's recommendations in good faith (provided such recommendations are provided on a timely basis) If Adaptimmune elects not to file in the United States or not to maintain an application or patent arising from any jointly-owned Invention, Adaptimmune will promptly notify MD Anderson within reasonable time for MD Anderson to file, prosecute or maintain such application or patent, and MD Anderson will have the right to file, prosecute or maintain such application or patent, at MD Anderson's expense. MD Anderson will keep Adaptimmune reasonably informed of all such material preparations, material filings, material prosecution, material maintenance, material enforcement and defense it makes in relation to any jointly-owned Invention. The Parties will reasonably cooperate with each other with respect to matters concerning jointly-owned Inventions to the extent reasonably necessary for filing, prosecuting, maintaining, defending or enforcing any such patents, registrations and other forms of intellectual property protection. MD Anderson will keep Adaptimmune reasonably informed of any material filings, material prosecution, enforcement and defense patents, new patent applications, material registrations or other forms of intellectual property covering Other Inventions.   7.8 ***

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            .   8. Term and Termination   8.1 The term of this Agreement shall be five (5) years following the Effective Date or until the Studies are completed, whichever is later,  unless extended or unless terminated earlier in accordance with the provisions hereof.  In the event of expiration or early termination of this Agreement, the terms and conditions of this Agreement shall remain binding with respect to any ongoing Studies (including any new studies to which any remaining Alliance Funding is allocated under Section 1.3) until completion of the Studies or termination of the respective Study Order/s.   8.2 A Party will have the right to terminate this Agreement if the other Party commits a material breach of the Agreement and fails to cure such breach within thirty (30) days of receiving notice from the non-breaching Party of such breach.  Any expiration or termination of this Agreement will not affect any then existing Study Orders, and any then outstanding Study Orders will continue after the expiration or earlier termination of this Agreement in accordance with their respective provisions. Upon any expiration or termination of this Agreement, provisions of this Agreement that are incorporated by reference into any then outstanding Study Orders will survive termination of this Agreement and will continue to apply to such Study Orders until termination or expiration of each such Study Orders in effect at the time this Agreement expires or is terminated.   8.3 A Party may terminate a Study Order: (a) if the other Party commits a material breach of this Agreement or the Study Order and fails to cure such breach within thirty (30) days of receiving notice from the non-breaching Party of such breach; or (b) in the case of any Clinical Studies, due to health and safety concerns related to the Study Drug or procedures in the Study (including regulatory holds due to the health and safety of the Study Subjects); or (c) in the case of MD Anderson and in relation to any Clinical Studies, where IRB requests termination of any Study; or (d) in the case of Adaptimmune, *** set out in Section 1.2 above. The Parties agree that any termination of a Study Order shall allow for: (i) the wind down of the Study to ensure the safety of Study subjects; and (ii) Adaptimmune's final reconciliation of Data related to the Study in addition to Adaptimmune's final monitoring visit. All reasonable fees associated with the wind-down activities and final monitoring visit shall be paid by Adaptimmune, to the extent not covered by Alliance Funding. Termination of one or more Study Orders will not automatically result in the termination of this Agreement or termination of any other Study Orders. Upon termination of a Study Order, MD Anderson will immediately return (at Adaptimmune's cost) any Study Drugs provided by Adaptimmune for such Study as directed by Adaptimmune.   8.4 In case any regulatory or legal authorization necessary for the conduct of the Study is (i) finally rejected or (ii) withdrawn, the relevant Study Order shall terminate automatically at the date of receipt of such final rejection. Termination or cancellation of this Agreement or a Study Order will not affect the rights and obligations of the Parties that have accrued prior to termination, and any provisions of this Agreement or a particular Study Order that by their nature extend beyond expiration or termination will survive the expiration or termination of this Agreement and/or that particular Study Order. In particular, the provisions of Sections 2-13 as applicable will survive any expiration or termination of this Agreement.

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  8.5 In the event the Parties cannot reach agreement on a new Principal Investigator pursuant to Section 14.1 or such new Principal Investigator does not agree to the terms of this Agreement and the relevant Study Order, either Party may terminate such Study Order upon notice to the other Party.   8.6 In addition, in order to accommodate the review and approval of this Agreement by the Office of General Counsel of UT System (the OGC), for a period of *** (***) days following the Effective Date (the Limited Unilateral Termination Period), MD Anderson will have the right to terminate this Agreement without cause upon ten (10) days' notice to Adaptimmune; provided, however, that (i) a termination by MD Anderson will be effective if notice of termination is sent by MD Anderson any time within the Limited Unilateral Termination Period even if the ten day notice period extends beyond the Limited Unilateral Termination Period and (ii) the Limited Unilateral Termination Period will expire on the earlier to occur of (x) the end of the sixty days, or (y) written notice to Adaptimmune from MD Anderson that the Agreement has been approved by the OGC. Should MD Anderson terminate this Agreement in accordance with this Section 8.6 then the Parties will use reasonable efforts to ensure that any Clinical Study in relation to which any patient has been screened or enrolled shall continue under a separate clinical trial agreement to be entered into between the Parties as soon as possible after receipt of notice of termination by Adaptimmune. The terms of such clinical trial agreement shall be in substantially similar form to terms agreed for other clinical trial agreements between the Parties and a separate budget shall be agreed pursuant to such clinical trial agreement.   8.7 For each Study, Adaptimmune shall make all payments due for Study performance reasonably incurred or obligated in good faith hereunder which have accrued up to the date of termination of a Study Order or this Agreement, or, in case of a termination of this Agreement or the relevant Study Order pursuant to Section 8.4, up to the date of receipt of such final rejection.   9. Indemnification   9.1 Adaptimmune and Adaptimmune Limited agree to defend, indemnify, and hold harmless MD Anderson, System, each Principal Investigator and its/their Regents, trustees, directors, officers, staff, employees, students, faculty members, and its/their affiliates and contracted clients and other parties as may be listed on a Study Order (Indemnified Party/ies): (a) from and against any and all liability, claims, lawsuits, losses, demands, damages, costs, and expenses as a result of third party claims or judgments (Indemnified Losses) resulting from (i) personal injury (including death) to any person or damage to property to the extent arising from the design or manufacture of the Study Drug, and (ii) the use of the Data or results of the Study by or on behalf of Adaptimmune, Adaptimmune Limited or any Joint Research Partner and (iii) Adaptimmune's or Adaptimmune Limited's negligence in connection with a Study or this Agreement; (b) from and against any Indemnified Losses arising from an injury to a Study subject caused by the Study Drug or any procedure required by the Protocol. The completion or termination of a Study shall not affect Adaptimmune's obligation to indemnify with respect to any claim or suit based upon the aforementioned Indemnified Losses.  Notwithstanding the foregoing, Adaptimmune and Adaptimmune Limited will not be responsible for any Indemnified Losses to the extent that they arise from the negligence, intentional misconduct, or malpractice of the Indemnified Parties or of any breach of the terms of this Agreement by any Indemnified Party, it being understood that the proper administration of the Study Drug in accordance with the Protocol (including permitted deviations) shall not constitute negligence, intentional misconduct, or malpractice for the purposes of this Agreement. For clarity, a request for indemnity by any Indemnified Party under this Section 9.1 may only be made against one of Adaptimmune or Adaptimmune Limited.   9.2 To the extent authorized by the constitution and laws of the State of Texas, MD Anderson, agrees indemnify, and hold harmless Adaptimmune and Adaptimmune Limited: (a) from and against any and all

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  Indemnified Losses resulting from any negligent or intentional act or omission of MD Anderson in conducting a Study hereunder; (b) failure of MD Anderson or Principal Investigator to comply with Applicable Laws or to adhere to Protocol; or (c) any use by MD Anderson of the results and Data of the Study outside of the performance of any Study. The completion or termination of a Study shall not affect MD Anderson's obligation to indemnify with respect to any claim or suit based upon the aforementioned Indemnified Losses. Notwithstanding the foregoing, MD Anderson will not be responsible for any Indemnified Losses to the extent that they arise from the negligence, intentional misconduct, or malpractice of Adaptimmune or Adaptimmune Limited or from a breach of Agreement by Adaptimmune or Adaptimmune Limited.   9.3 Subject to the statutory duties of the Texas State Attorney General, any indemnified Party shall: (a) notify the indemnifying Party in writing as soon as is reasonably possible after receipt of notice of any and all claims, lawsuits, and demands, or any action, suit, or proceeding giving rise to the right of indemnification; (b) permit the indemnifying Party to retain counsel to represent the named indemnified Party; and (c) permit the indemnifying Party to retain control of any such claims, lawsuits, and demands, including the right to make any settlement, except that the indemnifying Party shall not make any settlement or take any other action which would be deemed to confess wrongdoing by any of the indemnified Parties without the prior written consent of the applicable indemnified Party.         10. Subject Injury Medical Costs   10.1  Adaptimmune shall assume responsibility for reasonable medical expenses incurred by a Study subject for reasonable and necessary treatment if the Study subject experiences an illness, adverse event or injury that is a result of the Study Drug or any procedure required by the Protocol that the subject would not have undergone were it not for such Study subject's participation in the Study.  Adaptimmune shall not be responsible for expenses to the extent that they are due to pre-existing medical conditions, underlying disease, or the negligence or intentional misconduct or due to breach of this Agreement by MD Anderson or Principal Investigator. Adaptimmune shall have no obligation to make any payments for any Study patient that is not eligible for inclusion in any Protocol. Any payments for such medical expenses shall be subject to Adaptimmune receiving relevant documentation supporting the claim for such medical expenses.   11. Insurance   11.1 During the term of any Study Order under this Agreement, Adaptimmune Limited shall maintain in full force and effect insurance for its and Adaptimmune's liabilities arising from the Study with limits of not less than $*** per loss and $*** annual aggregate. Adaptimmune shall provide MD Anderson with evidence of such insurance upon request.   11.2 MD Anderson is self-insured pursuant to The University of Texas Professional Medical Liability Benefit Plan under the authority of Chapter 59, Texas Education Code. MD Anderson has and will maintain in force during the term of this Agreement adequate insurance or financial resources to cover its obligations pursuant to this Agreement.   12. Publications

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  12.1 Adaptimmune recognizes the value of disseminating research results and accepts that MD Anderson will have the right to publish or otherwise publicly disclose the results and Data of any Study, subject in each case to this Article 12.   12.2 Clinical Studies: In relation to any Clinical Study, Adaptimmune shall have the *** right to publish or publicly disclose any Data or results arising from such Clinical Study including where such publication arises from the submission of data and/or results to the regulatory authorities. Such right to publish shall not include any MD Anderson Records or any public health information protected by HIPAA or where any publication would be in breach of the Consent and/or Authorization. MD Anderson and/or Principal Investigator shall have the right to independently publish or publicly disclose, either in writing or orally, the Data and results of the Clinical Study/ies after the earlier of the (i) first publication (including any multi-site publication) of such Data and/or results; (ii) twelve (12) months after completion of any multi-site study encompassing any Study or if none, six (6) months after completion of Study. MD Anderson shall, at least thirty (30) days ahead of any proposed date for submission, furnish Adaptimmune with a written copy of the proposed publication or public disclosure. Within such thirty (30) day period, Adaptimmune shall review such proposed publication for any Confidential Information of Adaptimmune provided hereunder or patentable Data. Adaptimmune may also comment on such proposed publication and MD Anderson shall consider such comments in good faith during the aforementioned thirty (30) day period. MD Anderson and/or Principal Investigator shall remove Confidential Information of Adaptimmune provided hereunder that has been so identified (other than Data or Study results), provided that Adaptimmune agrees to act in good faith when requiring the deletion of Adaptimmune Confidential Information. In addition Adaptimmune may request delay of publication for a period not to exceed *** (***) days from the date of receipt of request by MD Anderson, to permit Adaptimmune or Adaptimmune Limited or any Joint Research Partner to file patent applications or to otherwise seek to protect any intellectual property rights contained in such publication or disclosure. Upon such request, MD Anderson shall delay such publication until the relevant protection is filed up to a maximum of *** (***) days from date of receipt of request for delay by MD Anderson.   12.3 Pre-Clinical Studies: MD Anderson and/or Principal Investigator shall have the *** right to publish or publicly disclose, either in writing or orally, the Data and results of the Pre-Clinical Study/ies and shall have the sole determination of the authorship and contents, provided that MD Anderson or Principal Investigator, as applicable, shall provide Adaptimmune with a copy of any such proposed publication at least thirty (30) days prior to submission for publication. Within such thirty (30) day period, Adaptimmune shall review such proposed publication for any Confidential Information of Adaptimmune provided hereunder or patentable Data. Adaptimmune may also comment on such proposed publication and MD Anderson shall consider such comments in good faith during the aforementioned thirty (30) day period. MD Anderson and/or Principal Investigator shall remove Confidential Information of Adaptimmune provided hereunder that has been so identified (other than Data or Study results), provided that Adaptimmune agrees to act in good faith when requiring the deletion of Adaptimmune Confidential Information. In addition Adaptimmune may request delay of publication for a period not to exceed *** (***) days from the date of receipt of request by MD Anderson, which delay may be for any reason including but not limited to permit Adaptimmune or Adaptimmune Limited or any Joint Research Partner to file patent applications or to otherwise seek to protect any intellectual property rights contained in such publication or disclosure. Upon such request, MD Anderson shall delay such publication up to a maximum of *** (***) days from date of receipt of request for delay by MD Anderson or, if earlier, where the reason is for the filing of a patent application or other intellectual property right..   12.4  MD Anderson and/or Principal Investigator shall give Adaptimmune acknowledgment for its sponsorship of a Study in all applicable Study publications. Authorship and acknowledgements for

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  scientific publications shall be consistent with the principles embodied in the International Committee of Medical Journal Editors (ICMJE) Uniform Requirements for Manuscripts.   12.5 The sponsor of a Study, within the regulatory meaning of such term, shall register the Study if required by, and in accordance with, Section 801 of the Food and Drug Administration Amendments Act of 2007 on www.clinicaltrials.gov and on any other database required by laws or regulations in accordance with applicable standards regarding scope, form and content and in accordance with ICMJE guidelines such that the Study will be eligible for publication in those publications.   12.6 Nothing in this Agreement shall prevent Adaptimmune or any of its Affiliates from complying with any obligations it has to make disclosure under Applicable Laws or under the rules of any security exchange or listing authority applicable to it.   13. Use of Name/Public Statements/ Press Release/ Disclosure   13.1 Except as expressly set forth in this Agreement, each Party agrees that it will not at any time during the term of this Agreement or following termination of this Agreement use any name of the other Party or any other names, insignia, mark(s), symbol(s), or logotypes associated with the other Party or any variant or variants thereof in any advertising, or promotional materials without the prior written consent of the other Party.   13.2 Except as expressly set forth in this Agreement, to the extent required by law or regulation, or to the extent necessary for MD Anderson or Adaptimmune for the recruitment of subjects to any Study hereunder, the Parties agree to make no public presentations about any Study conducted under this Agreement, and to issue no news releases about any Study, without the prior written consent of the other Party (provided that this statement shall not apply to any information already in the public domain). Any advertisements directed at recruitment of study subjects for a Study must comply with all Applicable Laws, rules and regulations (including the need for IRB review), the confidentiality obligations herein, and shall not include the trademarked insignia, symbol(s), or logotypes, or any variant or variants thereof, of the other Party. Except as required by law or for regulatory purposes, neither Party will use the name (including trademark or other identifier) of the other Party or such other Party's employee or staff member (except in an acknowledgment of sponsorship) in publications, advertising, press releases (except as permitted below in Section 13.3) or for any other commercial purpose without the written approval of the other Party. Adaptimmune will not state or imply in any publication, advertisement, or other medium that any product or service bearing any of Adaptimmune's names or trademarks and/or manufactured, sold or distributed by Adaptimmune has been tested, approved, or endorsed by MD Anderson. Notwithstanding any other provision of this Agreement, each Party and its researchers and employees will have the right, to acknowledge the other Party and its involvement with a Study in scientific or academic publications describing the Study or reporting the results of the Study.   13.3. The Parties agree to have a joint press release after the Effective Date, to be issued at a time mutually agreed by the Parties but in any event within 30 days of Effective Date. The text of such press release is set out at Exhibit IV to this Agreement. Any press release by either Party relating to this Agreement, the Alliance, or any Study shall require the prior review and written approval of the other Party, which approval shall not be unreasonably withheld, delayed or conditioned unless such press release is required to be issued by a Party to the extent required by it to comply with its legally required obligation to any securities exchange on which it is listed.   13.4 Either Party may use the name of the other Party in any document filed with any governmental authority or regulatory agency applicable to a Study, and to comply with any applicable legal or regulatory requirements. Further, each Party is permitted to disclose the other Party's name, the title of   17





  the Study, the name of the Principal Investigator, and an overall Study budget amount projected to be paid/actual total amount paid for conducting the Study, provided that this information is presented together as part of mandatory disclosure in accordance with and to the extent required Applicable Law.   14. Principal Investigator   14.1 If a designated Principal Investigator is terminated from a Study, or in the event of the death or other non-availability of the Principal Investigator, MD Anderson shall use reasonable efforts to designate a duly qualified person to act as new Principal Investigator, subject to the reasonable agreement of Adaptimmune. If the Parties are unable to agree on a new Principal Investigator or if the new Principal Investigator is unwilling to agree to the terms and conditions of this Agreement and the relevant Study Order, either Party shall be entitled to terminate the respective Study Order in accordance with Section 8.5.   15. General Provisions   15.1 Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR  IMPLIED,  CONCERNING THE RESULTS OF ANY STUDY OR THE STUDY DRUG,  OR OF THE MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH DATA, RESULTS OR STUDY DRUG. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY AS A RESULT OF PERFORMANCE OF ANY STUDY UNDER THIS AGREEMENT. ADAPTIMMUNE REPRESENTS AND WARRANTS THAT EACH STUDY DRUG HEREUNDER SHALL HAVE BEEN MANUFACTURED IN ACCORDANCE WITH CURRENT GOOD MANUFACTURING PRACTICES IN THE UNITED STATES AND THAT AS AT THE EFFECTIVE DATE OF THIS AGREEMENT IT HAS NOT RECEIVED ANY CLAIM THAT USE OF ANY STUDY DRUG IN THE PERFORMANCE OF A STUDY WOULD INFRINGE THE RIGHTS OF ANY THIRD PARTY. ADAPTIMMUNE REPRESENTS THAT AS AT THE EFFECTIVE DATE TO ITS KNOWLEDGE THERE ARE NO KNOWN DEFECTS IN ANY STUDY DRUG;  ADAPTIMMUNE UNDERSTANDS AND ACKNOWLEDGES THAT THE DEVELOPMENT AND DISSEMINATION OF SCIENTIFIC KNOWLEDGE IS A FUNDAMENTAL COMPONENT OF MD ANDERSON'S MISSION, AND THAT MD ANDERSON MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH RESPECT TO ANY SPECIFIC RESULTS OF THE STUDIES.   15.2 Assignment. This Agreement and/or any Study Order may not be assigned by either Party except as agreed upon in writing by the other Party. Any assignment or attempt to assign, or any delegation or attempt to delegate, not in accordance with this Section shall be void and without effect. For any permitted assignment, the rights and obligations of the Parties hereunder will inure to the benefit of and be binding upon their permitted successors and assigns.   15.3 Independent Contractors. MD Anderson and Adaptimmune shall be independent parties and nothing contained in this Agreement shall be construed or implied to create an agency or partnership. No Party shall have the authority to agree to or incur expenses on behalf of another except as may be expressly authorized by this Agreement or a Study Order.   15.4 Notices. Any notice or communication required or permitted to be given or made under this Agreement by one of the Parties hereto to the other shall be in writing and shall be deemed to have been sufficiently given or made for all purposes on the date of mailing by certified mail, postage prepaid, overnight courier service, and/or fax to be followed by mailed original addressed to such other Party at its respective address as referenced in the Study Order.   18





  15.5 Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.   15.6 Entirety. This Agreement (including its Exhibits and Appendices) represents the entire agreement of the Parties with respect to the subject matter hereof and it expressly supersedes all previous written and oral communications between the Parties.  No amendment, alteration, or modification of this Agreement or any Study Orders attached hereto shall be valid unless executed in writing by authorized signatories of all Parties.   15.7 Waiver. The failure of any Party hereto to insist upon strict performance of any provision of this Agreement or to exercise any right hereunder will not constitute a waiver of that provision or right.   15.8 Force Majeure. In the event that performance of the obligations of a Party hereunder are prevented by events beyond their reasonable control, including, but not limited to, acts of God, regulations or acts of any governmental authority, war, civil commotion, strikes, or other labor disturbances, epidemics, fire, earthquakes, storms or other catastrophes of a similar nature (Force Majeure), the affected Party will promptly notify the other Party of such event using the procedure defined herein, and the Parties shall be relieved of their respective obligations hereunder to the extent that the performance of such obligations is actually prevented thereby. During the existence of any such condition, the affected Party shall, nevertheless, use its best efforts to remove the cause thereof and resume performance of its obligations hereunder. The period of performance shall be extended for the Party who is unable to perform due to Force Majeure reasons by a period of time equal to the length of the period during which the Force Majeure reason exists or for a longer period if required to meet the requirements of the Study Protocol.   15.9 Counterparts. It is understood that this Agreement may be executed in one or more counterpart copies, each of equal dignity, which when joined, shall together constitute one Agreement. In the event of execution by exchange of facsimile or electronic signed copies, the Parties agree that, upon being signed by both Parties, this Agreement shall become effective and binding and that facsimile or .pdf signed copies will constitute evidence of this Agreement.   15.10 Export Control. Notwithstanding any other provision of this Agreement, it is understood that the Parties are subject to, and shall comply with, applicable United States laws, regulations, and governmental requirements and restrictions controlling the export of technology, technical data, computer software, laboratory prototypes, and other commodities, information and items (individually and collectively, Technology and Items), including without limitation, the Arms Export Control Act, the Export Administration Act of 1979, relevant executive orders, and United States Treasury Department embargo and sanctions regulations, all as amended from time to time (Restrictions) and that the Parties' obligations hereunder are contingent on compliance with applicable Restrictions.   15.11 Choice of Law. Any disputes or claims arising under this Agreement shall be governed by the laws of the State of Texas. MD Anderson is an agency of the State of Texas and under the constitution and the laws of the State of Texas possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted to it under the constitution and laws of the State of Texas. Notwithstanding any provision hereof, nothing in this Agreement is intended to be, nor will it be construed to be, a waiver of the sovereign immunity of the State of Texas or a prospective waiver or restriction of any of the rights, remedies, claims, and privileges of the State of Texas. Moreover, notwithstanding the generality or specificity of any provision hereof, the provisions of this Agreement as they pertain to MD Anderson are enforceable only to the extent authorized by the constitution and laws of the State of Texas; accordingly, to the extent any provision hereof conflicts with the constitution or laws   19





  of the State of Texas or exceeds the right, power or authority of MD Anderson to agree to such provision, then that provision will not be enforceable against MD Anderson or the State of Texas.     [Signatures of Following Page]   20







  In witness whereof, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives to be effective as of the Effective Date.                 The University of Texas M. D. Anderson Cancer Center



  Adaptimmune LLC                                                   Date:   9/23/16







  Date:   23  September 2016

                          /s/ Chris McKee







  /s/ Helen Tayton-Martin   Name Chris McKee, M.H.A



  Name Helen Tayton-Martin   Title: VP. Business Operations



  Title: Authorized Signatory                     Adaptimmune Limited







                        Date:   23  September 2016















                        /s/ James Noble











Name James Noble







Title: CEO







  21



rd

rd





  Exhibit I      ***   ***

*** ***                                   ***     ***

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22





  ***   ***                      ***   ***           ***   ***           ***   ***           ***   ***           ***   ***           ***   ***           ***   ***           ***   ***           ***   ***           ***   ***





              ***

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  *** ***   ***     .     ***   .   ***                   .     ***   .   ***       .   ***           .     *** .   ***   ***         .     ***

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    ***       .     ***                 .   ***           : · *** · *** · *** · ***   · ***   ***     .     *** ***               .   ***   :   ***

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  ***   · *** · *** · ***   .   ***   .   ***     .     *** ***   .   ***   .   ***     .   ***   .   *** ***     .   ***       .   ***   .   ***

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  ***   ***     :   · ***   .   o ***   .   o ***   .   · ***   .   o ***   .   o ***   .   o ***     .   · ***       .   · ***   .   ***   ***

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  ***     .   *** ***     :   · *** · *** · *** · ***     ***     .   ***   *** ***   .   ***   1. *** 2. ***   .   3. *** 4. *** 5. *** .   6. ***   7. ***   ***   .   *** ***   ***

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  ***       .   ***     .                                                                                                 ***

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30





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     ***   ***       ***:   ***: ***

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  ***   ***                                                                                                       ***

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  ***   ***:   ***: ***                                                                                                   ***

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  ***   ***:   ***:***                                                                                                   ***

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  Exhibit II Table 1          Clinical Study (excluding screening and long term follow- up studies)

Study Start Date

***   ***











  ***   ***   ***   ***   ***   ***   ***   ***   ***   ***   ***   ***   ***   ***





***   ***   ***   ***   ***





***   ***   ***   ***   ***





***   ***   ***



  ***   ***       Table 2-Payment Schedule   Clinical Studies (total funding US$13,374,000):             Milestone   Payment amount (US$)   Date on which Payment can be invoiced.   Effective Date   ***   On expiry of Limited Unilateral Termination Period   Enrollment of *** Patients in a Cl in ica l  S tudy   (exc lud ing screening and long term follow- up studies)

***   On notification to Adaptimmune that ***  patient is eligible and has been enrolled.

Enrollment of *** Patients in a Cl in ica l  S tudy   (exc lud ing screening and long term follow- up studies)

***   On notification to Adaptimmune that ***  patient is eligible and has been enrolled.

Enrollment of *** Patients in a Cl in ica l  S tudy   (exc lud ing screening and long term follow- up studies)

***   On notification to Adaptimmune that ***  patient is eligible and has been enrolled.

Enrollment of *** Patients in a Cl in ica l  S tudy   (exc lud ing screening and long term follow- up studies)

***   On notification to Adaptimmune that ***  patient is eligible and has been enrolled.

Enrollment of *** Patients in a Cl in ica l  S tudy   (exc lud ing screening and long term follow- up studies)

***   On notification to Adaptimmune that ***  patient is eligible and has been enrolled.

Total  A l l iance  Funding payable:

13,374,000





  Pre-clinical Studies (total funding $6,270,000, including indirect costs of US$***):

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the

th

th

th

th

th





Commission.   39





          Milestone   Payment amount (US$)   Date on which Payment can be invoiced.   Effective Date   ***     .

On expiry of Limited Unilateral Termination Period

Completion of each analysis of *** patient samples for *** (Pre-clinical Study 1)

***   Completion of analysis of  samples for *** patients, up to a maximum payment of US$*** and provision of results of such analysis to Adaptimmune. (Max. *** patients)   Completion of each analysis of *** patient samples arising from *** (Pre-clinical Study 2)

***   Completion of analysis of  samples for 50 patients, up to a maximum payment of US$*** and provision of results of such analysis to Adaptimmune. (Max. *** patients)   Completion of each analysis of *** patient samples arising from the *** and additional *** Study (Pre-clinical Study 3)

***   Completion of analysis of  samples for *** patients, up to a maximum payment of US$*** and provision of results of such analysis to Adaptimmune. (max. *** patients)

TOTAL Alliance Funding payable:

6,270,000





    For clarity: milestones and payments of Alliance Funding shall only be payable once the milestones set out above have been met by MD Anderson. There shall be no obligation on Adaptimmune to make such payments where any such milestones have not been met; and no payments of Alliance Funding will be due until expiry of Limited Unilateral Termination Period.   All payments will be paid by Adaptimmune within 45 days of receipt of an invoice from MD Anderson. Such invoice shall be addressed to Adaptimmune and sent by electronic mail to accounts@adaptimmune.com with copies to lini.pandite@adaptimmune.com and susan cousounis@adaptimmune.com for Clinical Study payments and with copies to Samik.basu@adaptimmune.com in relation to Pre-clinical Study payments.   Payments will be made by Adaptimmune to The University of Texas M. D. Anderson Cancer Center: The University of Texas M. D. Anderson Cancer Center P.O. Box 4390 Houston, Texas 77210-4390   Or if payment is made by wire transfer, wired to the following:   *** *** *** *** *** *** ***

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  Exhibit III   STRATEGIC COLLABORATION AGREEMENT - STUDY ORDER       This Study Order (Study Order), effective as of the ___ day of ______(Effective Date of Study Order), is entered into by and between The University of Texas M. D. Anderson Cancer Center, with a place of business located at 1515 Holcombe Blvd., Houston, TX 77030, USA (MD Anderson), a member institution of The University of Texas System (System); Adaptimmune Limited with a place of business at 101 Milton Park, Abingdon, Oxfordshire, OX14 4RY; and Adaptimmune LLC, with a place of business located at  2001 Market Street, Philadelphia, PA 1903, USA (Adaptimmune)  (MD Anderson and Adaptimmune each a Party and collectively the Parties). This Study Order is a part of, and is subject to, the terms and conditions of the Strategic Collaboration Agreement entered into between MD Anderson and Adaptimmune dated August ___ 2015 (Agreement).   1. The Parties enter into this Study Order in connection with:   the [Pre-Clinical or Clinical]] Study entitled __________________, to be conducted pursuant   for Clinical: to Protocol No. [Insert Protocol number] as attached hereto and incorporated herein.   for Preclinical: to the workscope attached as Appendix A   2. _______ is the Principal Investigator (as defined in the Agreement) for the Study which will be conducted at MD Anderson.   3. Study Drug for the above referenced Study is ________________.   4. The parties may further exchange the following Proprietary Materials (other than Study Drug) with each other in connection with the Study: _________ being provided by [Insert name of providing party] _________ being provided by [Insert name of providing party]   5. Term: This Study Order will continue until the Study is completed, which is expected to be ________ (__) months after the Effective Date, or until terminated early as provided in the Agreement.       7. Notices.   Any notice or other formal communication related to this Agreement must be in writing and will be deemed given only if: (a) delivered in person; or (b) sent by internationally recognized overnight delivery service or air courier guaranteeing next day delivery. Until a change of address is communicated, as provided below, all notices and other communications must be sent to the Parties at the following addresses or facsimile numbers:   If to MD Anderson:   The University of Texas   42





  M. D. Anderson Cancer Center Attn: Vice President, Strategic Industry Ventures 1515 Holcombe Boulevard, Box 1643 Houston, TX 77030   With a copy to:   The University of Texas M. D. Anderson Cancer Center Legal Services—Unit 1674 PO Box 301407 Houston, Texas 77230-1407 Attn: Chief Legal Officer   And to:     [insert investigator information]   If to Adaptimmune:   [To Be Added]   With a copy to:   [To Be Added]   12.2 All notices will be effective and will be deemed delivered: (a) if by personal delivery, delivery service or courier, on the date of delivery; and (b) if by electronic facsimile communication, on the date of transmission of the communication. Either Party may change its notice address by sending notice of the change to the other Party in the manner set forth above.     8. Specific superseding terms: N/A.   In witness whereof, the Parties hereto have caused this Study Order to be executed by their duly authorized representatives to be effective as of the Effective Date.            The University of Texas M. D. Anderson Cancer Center



  Adaptimmune LLC

                                                Date:







  Date:





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                                     Name



  Name   Function:



  Function:                     Adaptimmune Limited







                        Date:













                                        Name







Title:







            READ AND UNDERSTOOD:   I confirm that I have received a copy of the Agreement under which this Study Order is issued, and that I have read and understand the Agreement and this Study Order.                  Principal Investigator







                                                Date:



















Name

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  EXHIBIT IV   45





  DRAFT RELEASE   MD Anderson Cancer Center and Adaptimmune Form Strategic Alliance to Advance Development of Immunotherapies Targeting Multiple Cancers   PHILADELPHIA, and HOUSTON, U.S.A. and OXFORD, UK, September XX, 2016 — Adaptimmune Therapeutics plc (Nasdaq: ADAP), a leader in T-cell therapy to treat cancer, and The University of Texas MD Anderson Cancer Center announced today that they have entered into a multi-year strategic alliance designed to expedite the development of novel adoptive T-cell therapies for multiple types of cancer.   The alliance pairs MD Anderson's preclinical and clinical teams with Adaptimmune's scientists and proprietary SPEAR® (Specific Peptide Enhanced Affinity Receptor) T-cell technology platform, which enables Adaptimmune to identify targets expressed on solid and hematologic cancers and to develop affinity enhanced T-cell receptors (TCRs) with optimal potency and specificity against them.   The teams will collaborate in a number of areas including preclinical and clinical development of Adaptimmune's SPEAR T-cell therapies targeting MAGE-A10 and future clinical stage first and second generation SPEAR T-cell therapies such as MAGE-A4 across a number of cancers, including bladder, lung, ovarian, head and neck, melanoma, esophageal and gastric cancers. The alliance will also drive research and development of other new SPEAR TCR therapies to targets in other tumor types such as breast cancers and facilitate clinical study participation by MD Anderson in other Adaptimmune trials. Access to MD Anderson's tumor repository will guide further target selection and clinical trial design, while its cancer immunology cores and expertise in performing translational medicine studies may help optimize the efficacy and safety of SPEAR T-cell therapies.   At MD Anderson, we are focused on providing the best possible care for cancer patients, including implementing important new technologies and treatment modalities, said Elizabeth Mittendorf, M.D., Ph.D., associate professor of Breast Surgical Oncology.   David Hong, M.D., associate professor of Investigational Cancer Therapeutics at MD Anderson added, It is our hope this alliance will allow us to address numerous solid tumors and augment the patient's immune system, directing it against tumors based on their specific molecular makeup.   We believe that this strategic alliance will provide a strong partnership for the development of multiple new first and subsequent generation SPEAR T-cell therapies against many intractable solid tumors in our near-term clinical programs, commented Rafael Amado, Adaptimmune's chief medical officer. It will also generate invaluable data from patient samples that will help us understand these therapies and design the next generation of studies. We are very proud to form this alliance with the outstanding team of cancer immunologists at MD Anderson, and are confident that together we can move these novel immunotherapeutic candidates forward for patients who are fighting a variety of cancers.   About MD Anderson   The University of Texas MD Anderson Cancer Center in Houston ranks as one of the world's most respected centers focused on cancer patient care, research, education and prevention. The institution's sole mission is to end cancer for patients and their families around the world. MD Anderson is one of only 45 comprehensive cancer centers designated by the National Cancer Institute (NCI). MD Anderson is ranked No.1 for cancer care in U.S. News & World Report's Best Hospitals survey. It has ranked as one of the nation's top two hospitals since the survey began in 1990, and has ranked first for nine of the   46





  past 10 years. MD Anderson receives a cancer center support grant from the NCI of the National Institutes of Health (P30 CA016672).   About Adaptimmune   Adaptimmune is a clinical stage biopharmaceutical company focused on novel cancer immunotherapy products based on its SPEAR® (Specific Peptide Enhanced Affinity Receptor) T-cell platform. Established in 2008, the company aims to utilize the body's own machinery - the T-cell - to target and destroy cancer cells by using engineered, increased affinity TCRs as a means of strengthening natural patient T-cell responses. Adaptimmune's lead program is a SPEAR T-cell therapy targeting the NY-ESO cancer antigen. Its NY-ESO SPEAR T-cell therapy has demonstrated signs of efficacy and tolerability in Phase 1/2 trials in solid tumors and in hematologic cancer types, including synovial sarcoma and multiple myeloma. Adaptimmune has a strategic collaboration and licensing agreement with GlaxoSmithKline for the development and commercialization of the NY-ESO TCR program. In addition, Adaptimmune has a number of proprietary programs. These include SPEAR T-cell therapies targeting the MAGE-A10 and AFP cancer antigens, which both have open INDs, and a further SPEAR T-cell therapy targeting the MAGE-A4 cancer antigen that is in pre-clinical phase with IND acceptance targeted for 2017. The company has identified over 30 intracellular target peptides preferentially expressed in cancer cells and is currently progressing 12 through unpartnered research programs. Adaptimmune has over 250 employees and is located in Oxfordshire, U.K. and Philadelphia, USA. For more information: http://www.adaptimmune.com   Forward-Looking Statements   This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve certain risks and uncertainties. Such risks and uncertainties could cause our actual results to differ materially from those indicated by such forward-looking statements, and include, without limitation: the success, cost and timing of our product development activities and clinical trials and our ability to successfully advance our TCR therapeutic candidates through the regulatory and commercialization processes. For a further description of the risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, as well as risks relating to our business in general, we refer you to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on August 8, 2016, and our other SEC filings. The forward-looking statements contained in this press release speak only as of the date the statements were made and we do not undertake any obligation to update such forward-looking statements to reflect subsequent events or circumstances.   Adaptimmune Contacts   Will Roberts Vice President, Investor Relations T: (215) 825-9306 E: will.roberts@adaptimmune.com   Margaret Henry Head of PR T: +44 (0)1235 430036 Mobile: +44 (0)7710 304249   47





  E: margaret.henry@adaptimmune.com   MD Anderson Contact:   Ron Gilmore Rlgilmore1@mdanderson.org Phone: 713-745-1898   48

A:
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?
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