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.

[EX Q]: EXHIBIT 10.20

                             CO-BRANDING Agreement

     This Co-Branding Agreement (the Agreement) is entered into as of  March ___, 1999 (the Effective Date) by and between theglobe.com, Inc., with its principal place of business at 31 West 21st Street, New York, NY  10010 (theglobe), and The Boxlot Company, with its principal place of business at 12626 High Bluff Drive, Suite 370, San Diego, CA  92130 (Boxlot).

1.   DEFINITIONS.

     (a) Boxlot Banners means any banner, button, text or similar ads Boxlot provides to theglobe in connection with this Agreement.

     (b) Boxlot Content means any content or information (including without limitation any text, music, sound, photographs, video, graphics, data or software), in any medium, provided by Boxlot to theglobe (other than Boxlot Banners), as part of the Service or on the Co-Branded Pages, including any content specified in Exhibit A.

     (c) Boxlot Marks means all Boxlot domain names, trademarks, logos, and other graphics reasonably necessary or desirable for theglobe to perform under this Agreement.

     (d) Boxlot Site means the Boxlot-branded (i.e., non-co-branded) version of the Service and associated pages.

     (e) Co-Branded Pages means all pages of the Service (including, without limitation, any Java screens associated with the Service or emails or other direct communications sent to Users by operation of the Service).

     (f) Domain Name means the domain name described in Exhibit A.

     (g) Launch Date means the first date on which the Service is made publicly available.

     (h) Marks means the Boxlot Marks or theglobe Marks, as applicable.

     (i) Net Revenues means all monetary consideration theglobe actually receives for CPM- or CPC-based advertisements and promotions (other than those for its commerce partners) delivered in connection with the Co-Branded Pages, less a sales and administration fee of 15%.

     (j) Page Templates means theglobe's standard page layout templates, as revised by theglobe from time to time.

     (k) Service means the services described in Exhibit A, as changed over time in accordance with this Agreement, which are co-branded using the Page Templates.  The Service

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  also includes any Boxlot-operated back-end administration tools or pages used by theglobe or Boxlot to exchange data in accordance with this Agreement.

     (l) Shadow Site means the password-protected site where the Co-Branded Pages are made available for theglobe's review and approval prior to being made publicly available.

     (m) theglobe Marks means all theglobe domain names, trademarks, logos, and other graphics reasonably necessary or desirable for Boxlot to perform under this Agreement.

     (n) theglobe Site means all pages under the theglobe.com domain.

     (o) User means any person who accesses any Co-Branded Page.

2.   DEVELOPMENT AND IMPLEMENTATION.

     2.1  Pre-Launch Deliverables.  On or around March 31, 1999, theglobe shall deliver to Boxlot the Page Templates and the other materials specified in Exhibit A.

     2.2  Initial Development.  Boxlot shall develop the Co-Branded Pages using the Page Templates and take all other steps required to co-brand the Service in accordance with Exhibit A.  In addition, if theglobe is passing any user data to Boxlot, theglobe's standard Automatic Partner Registration procedure shall apply, and Boxlot shall perform the development necessary to use such procedure. The current Automatic Partner Registration procedure is described in Exhibit D. Boxlot shall make the Service implementation available to theglobe on the Shadow Site prior to making it publicly available.  Boxlot shall not make the initial Service implementation publicly available without theglobe's prior written approval.  Unless otherwise specified, each party shall be responsible for all development, hosting and other costs associated with the pages living on their servers and all emails they send.

     2.3  Changes.  theglobe shall have sole control over the Service's look and feel, and Boxlot shall not make any change in the Service's look and feel without theglobe's prior consent.  Further, Boxlot shall notify theglobe if Boxlot changes or adds any functionality of the services described in Exhibit A (as modified by Boxlot over time) as implemented on the Boxlot Site.  Unless requested by theglobe, Boxlot shall implement such changes or additions to the Service and make such implementation available on the Shadow Site for theglobe's approval within 30 days of their introduction on the Boxlot Site.  However, under no circumstances shall Boxlot offer Users any community features (such as email, chat, message boards, or the ability to create home pages) from the Co- Branded Pages without theglobe's consent, and if Boxlot desires to do so, the parties will work together to discuss appropriate implementations.  Boxlot shall make available via the Shadow Site all changes to the Service or the Co-Branded Pages completed in this Section 2, and Boxlot shall not implement such changes on the publicly available Service or Co-Branded Pages until it has received theglobe's approval.

     2.4  Service Operation.  Boxlot shall host and operate the Service under

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





the Domain Name in accordance with the terms of Exhibit B.

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       2.5  Rebranding.  If requested by theglobe, Boxlot shall implement on the Co-Branded Pages new versions of the Page Templates if theglobe changes the Page Templates across theglobe Site generally.  Further, if requested by theglobe, Boxlot shall create additional branded versions of the Service and Co-Branded Pages branded with the branding of theglobe's distribution partners, which branded versions shall be implemented within 30 days and subject to approval in accordance with this Section 2.

     2.6  Boxlot Content.  Boxlot shall provide Boxlot Content to Users via the Co-Branded Pages, except that Boxlot shall deliver to theglobe those elements of Boxlot Content residing on theglobe's servers in accordance with the terms of Exhibit A.  Unless otherwise directed by theglobe, the Co-Branded Pages shall include all of the content displayed on the Boxlot Site, and the Boxlot Content shall be updated to keep the Co-Branded Pages in parity with the Boxlot Site. Any nonconformance with the terms of the frequency/quantity columns of Exhibit A shall permit theglobe to terminate immediately if the breach is not cured within 12 hours.

     2.7  Navigation. Boxlot shall not, in conjunction with the Service, use any interstitials, pop-up windows, other intermediate steps or any other technology or content which acts as a barrier to the transition of a User from theglobe Site to the Co-Branded Pages, nor shall Boxlot otherwise frame the Co-Branded Pages or use any other technology which interferes with or affects the page layout of such pages.  All Co-Branded Pages shall link back to theglobe Site as specified by theglobe.

     2.8  User Relations.  Boxlot shall be responsible for providing all customer support regarding the Service or the Co-Branded Pages, and theglobe may redirect to Boxlot any associated customer support inquiries.  Boxlot shall have sole control over the user agreement that governs the Service, and Boxlot shall have the sole responsibility for dealing with breaches of such user agreement. However, if theglobe has an issue with the user agreement or Boxlot's enforcement of it, the parties shall discuss such issues in good faith. Furthermore, Boxlot's privacy policy shall make any disclosures, or obtain any User consent, reasonably requested by theglobe that the parties believe are necessary to make the disclosures about Users back to theglobe required by this Agreement.  All Users shall be treated at least as favorable in all respects (including without limitation with respect to pricing, quality of service, and customer support responsiveness) as Boxlot treats users of the Boxlot Site.

     2.9  Database Synchronization.  If requested by theglobe and if Boxlot captures relevant information, Boxlot shall use reasonable efforts to cooperate with theglobe to implement ways for theglobe to capture User information to the extent that such information would change the relevant information in theglobe's databases.

     2.10  Promotions.  Following the Launch Date, the parties shall conduct the promotions specified in Exhibit A.

3.   ADVERTISING.

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       3.1  Ad Sales.  theglobe shall have sole control over all advertising and promotion inventory on the Co-Branded Pages.  Boxlot shall not introduce any advertising spots or third party branding in conjunction with the Co-Branded Pages or the Service without theglobe's approval.  If, after theglobe (or its designee) uses commercially reasonable efforts to sell such inventory, there remains unsold inventory, then theglobe may, in its sole discretion, place house or barter ads in such inventory.

     3.2  Ad Serving.  theglobe or its designee shall be solely responsible for serving all advertisements and promotions in connection with the Co-Branded Pages.  theglobe shall provide Boxlot with ad serving code, which Boxlot shall implement at its own expense on all Co-Branded Pages.  theglobe hereby grants to Boxlot a nonexclusive license to use such code solely to permit theglobe or its designee to serve ads in connection with the Co-Branded Pages.  Boxlot shall notify theglobe at least 15 days prior to making any changes that would affect serving ads on the Co-Branded Pages.

     3.3  Boxlot Banners.  Boxlot shall deliver to theglobe any Boxlot Banners which are to be run in accordance with this Agreement.  Such banners shall comply with theglobe's then-current technical standards.  The terms of any insertion order or similar document regarding the Boxlot Banners are expressly rejected, except to the extent that they specify the location, timing or duration of the display of the Boxlot Banners and such terms are accepted by theglobe.  Unless mutually agreed otherwise, Boxlot Banners shall link to the Co-Branded Pages.  theglobe may request that Boxlot Banners be co-branded with theglobe Marks, in which case the parties shall work together to develop a mutually acceptable implementation.  theglobe may approve or reject any Boxlot Banner in its sole discretion.  theglobe shall use commercially reasonable efforts not to run banners on the Co-Branded Pages for the companies enumerated on Exhibit C.  Boxlot may update Exhibit C from time to time during the term; however: (a) Boxlot may not add any site or company to Exhibit C which is not reasonably considered to be in the online auctions business, and (b) if Boxlot adds any new sites or companies to Exhibit C, theglobe shall be entitled to complete any contractual obligations pursuant to contracts in place with such sites or companies at the time of addition.

4.   LICENSES AND STANDARDS.

     4.1  Content.  Boxlot hereby grants to theglobe a non-exclusive, worldwide license to use, reproduce, create derivative works of (only as necessary to build pages in a manner consistent with this Agreement), publicly display, publicly perform and digitally perform Boxlot Banners, and those elements of the Boxlot Content served from theglobe's servers (as denoted in Exhibit A), on theglobe Site or otherwise as reasonably appropriate to advertise and promote the Service and the Co-Branded Pages.  Subject to the approval process in Section 2, theglobe hereby grants to Boxlot a non-exclusive, worldwide license to use, reproduce, create derivative works of (only as necessary to build Co- Branded Pages), publicly display, publicly perform and digitally perform the Page Templates on Co-Branded Pages.

     4.2  Trademarks.  Boxlot hereby grants to theglobe a non-exclusive license to use the Boxlot Marks (including the Domain Name if applicable) to advertise

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





and promote the Service.

                                       4

  theglobe hereby grants to Boxlot a non-exclusive license to use theglobe Marks (including the Domain Name if applicable) on the Co-Branded Pages.

     4.3  Trademark Restrictions.  The Mark owner may terminate the foregoing trademark license if, in its reasonable discretion, the licensee's use of the Marks tarnishes, blurs or dilutes the quality associated with the Marks or the associated goodwill and such problem is not cured within 10 days of notice of breach; alternatively, instead of terminating the license in total, the owner may specify that certain licensee uses may not contain the Marks.  Title to and ownership of the owner's Marks shall remain with the owner.  The licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies.  The licensee shall not take any action inconsistent with the owner's ownership of the Marks, and any benefits accruing from use of such Marks shall automatically vest in the owner.  The licensee shall not form any combination marks with the other party's Marks other than the Domain Name (if applicable).  If the Domain Name is deemed a combination mark, neither party shall use the Domain Name for any purpose except as expressly provided herein or attempt to register the Domain Name, and the parties will jointly cooperate on any enforcement action of infringement of the Domain Name.

     4.4  Ownership.  As between theglobe and Boxlot: (a) theglobe and its suppliers retain all rights, title and interest in and to all intellectual property rights embodied in or associated with the Page Templates, and (b) Boxlot and its suppliers retain all rights, title and interest in and to all intellectual property rights embodied in or associated with the Boxlot Content, Boxlot Banners and Boxlot Marks.  There are no implied licenses under this Agreement, and any rights not expressly granted to a licensee hereunder are reserved by the licensor or its suppliers.  Neither party shall exceed the scope of the licenses granted hereunder.

     4.5  Standards.  Boxlot shall not provide Boxlot Banners or Boxlot Content, and theglobe shall not provide to Boxlot any Page Templates, that: (a) infringe any third party's intellectual property right or right of publicity or privacy; (b) violate any law or regulation; (c) are defamatory, obscene, harmful to minors or child pornographic; (d) contain any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (e) are materially false, inaccurate or misleading.

5.  USER DATA.

     5.1  Rights/Restrictions.  Except as specified in this section, each party may freely use and disclose any information (both individual and aggregated) about Users (User Data).  Neither party shall disclose any User Data in any manner that permits the User Data to be associated with the other party or permits the targeting of Users on the basis of their status as Users (in theglobe's case) or theglobe users (in Boxlot's case), nor shall a party use the User Data to target Users on the basis of their status as Users (in theglobe's case) or theglobe users (in Boxlot's case).  However, either party may disclose User Data if it is aggregated (in a non-associatable way) with data from multiple online properties.  Each party shall use and disclose User Data only in accordance with the privacy policy under which it was collected.

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       5.2  Delivery to theglobe.  Boxlot shall deliver to theglobe all information about Users who register with Boxlot on the Co-Branded Pages that Boxlot collects from its registration process.  Such information shall be delivered weekly in an electronic format specified by theglobe using a process reasonably specified by theglobe.

6.   PAYMENT TERMS.

     6.1  Payments.  The parties shall make the payments described in Exhibit A. Overdue payments shall accrue interest, at the lesser of 1 1/2% per month or the maximum allowable interest under applicable law, from due date until paid, and the owing party shall pay the owed party's costs of collection (including reasonable attorneys' fees).

     6.2  Taxes.  All fees and payments stated herein exclude, and the party making payment shall pay, any sales, use or other tax related to the parties' performance of their obligations or exercise of their rights under this Agreement, exclusive of taxes based on the receiving party's net income.

     6.3  Audit Rights.  A party obligated to make payments hereunder shall keep for 3 years proper records and books of account relating to the computation of such payments.  Once every 12 months, the party receiving payment or its designee may inspect such records to verify reports.  Any such inspection will be conducted in a manner that does not unreasonably interfere with the inspected party's business activities.  The inspected party shall immediately make any overdue payments disclosed by the audit plus applicable interest.  Such inspection shall be at the inspecting party's expense; however, if the audit reveals overdue payments in excess of 5% of the payments owed to date, the inspected party shall immediately pay the cost of such audit, and the inspecting party may conduct another audit during the same 12 month period.

7.  REPORTS.

     7.1  By theglobe.  Within 30 days following the end of each month, theglobe shall provide Boxlot with its standard reports regarding theglobe's promotions hereunder and reports on the computation of Net Revenues.

     7.2  By Boxlot.  In addition to any other reports specified herein, Boxlot shall provide to theglobe the following reports: (a) daily usage reports regarding the Co-Branded Pages describing the number of page impressions, number of Users and such other information as Boxlot generally provides to its other similar partners, (b) weekly demographic reports regarding the Service containing summary information regarding user demographic profiles, and (c) if applicable, within 30 days following the end of each month, reports regarding the computation of the fees it owes under Section 6.

     In addition to the foregoing, as soon as commercially reasonable (but in no event later than 6 months following the Launch Date), Boxlot (with assistance as

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





necessary from theglobe) shall deliver reports to theglobe about individual registered Users on the Co-Branded Pages when the User bids on an item, purchases an item, lists an item for sale and successfully sells an item.  The report shall be broken down into at least the following categories: the User's unique UserID

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  number assigned by theglobe, the action being logged (bid, purchase, list, sale), the date and time of the event, and the topic/category in which the event occurred. Such reports shall be provided to theglobe on at least a monthly basis in an electronic format that is easily decoded in an automated manner for import into theglobe's statistics database, and the file shall be a  delimited text file with each line corresponding to an event and including the information outlined above.

8.   TERM AND TERMINATION.

     8.1  Term.  This Agreement will become effective on the Effective Date and will continue in effect for 2 years following the Launch Date.

     8.2  Termination for Failure to Perform.  By providing written notice, a party may immediately terminate this Agreement: (a) if the other party materially breaches this Agreement and fails to cure that breach within 15 days after receiving written notice of the breach, or (b) as provided in Sections 2.6  [Boxlot Content] or 12.7  [Force Majeure] or Exhibit B.  In addition, by providing written notice, theglobe may immediately terminate this Agreement, or at its option immediately suspend its promotion and other efforts hereunder, in the case of Boxlot's breach of Section 12.1  [Compliance with Laws].

     8.3  Termination for Change of Control.  By providing written notice, theglobe may terminate this Agreement in its sole discretion if one of the following companies (or their subsidiaries) does an Ownership Change Event: Lycos, Yahoo (including GeoCities, which shall be included even if their proposed merger does not occur), Xoom, Fortune City, Excite, Go Network (including Disney and Infoseek), Snap! (including NBC) and AOL.  An Ownership Change Event means: (x) the acquisition of 50% or more of Boxlot's equity or voting interests; (y) a merger or consolidation of Boxlot; or (z) the sale, exchange or transfer of all or substantially all of Boxlot's assets related to the Service.

     8.4  Termination for Changes.  By providing written notice, theglobe may terminate this Agreement in its sole discretion if: (a) Boxlot's business model changes such that the Service is no longer Boxlot's primary line of business, or (b) at the one year anniversary of the Launch Date, the Service is significantly inferior to the comparable services being offered by the market leaders in the person to person auction space.

     8.5  Termination for Failure to Grow.  By providing written notice, Boxlot may immediately terminate this Agreement if theglobe's registered user base has not increased by *** users by the 1 year anniversary of the Effective Date.

     8.6  Effects of Termination.  Upon expiration or termination, all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving.  Boxlot shall promptly remove all theglobe Marks and Page Templates from its servers, and theglobe shall promptly remove all Boxlot Marks, Boxlot Banners and Boxlot Content from its servers. Sections 1, 4.4  [Ownership], 5.1  [Rights/Restrictions], 6.2  [Taxes], 6.3  [Audit Rights], 8.6  [Effects of Termination], 9, 10, 11 and 12.2  [Governing Law] to 12.9  [Entire Agreement; Waiver], and any obligation to pay any owed but unpaid amounts, shall survive any expiration or termination.

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       In addition, Boxlot acknowledges that the placement fees set forth in Exhibit A were intended to be *** in year 1 and *** in year 2, even though theglobe has agreed to extend credit terms to Boxlot by allowing Boxlot to pay over time.  Thus, in the event that this Agreement terminates under Section 8.2  [Termination for Failure to Perform] due to Boxlot's failure to perform (excluding the cross-reference to Section 12.7  [Force Majeure]) prior to the end of the applicable year, Boxlot shall immediately pay to theglobe the amount necessary to pay the total year's placement fee for that year.  Boxlot waives any right to assert that the foregoing fee is a liquidated damage or a penalty.

9.  NO WARRANTIES.  EACH PARTY PROVIDES ALL MATERIALS AND SERVICES TO THE OTHER PARTY AS IS.  EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein, all deliverables provided by one party to the other shall be deemed accepted (for purposes of the UCC) when delivered.

10.  INDEMNITY.  Each party (the Indemnifying Party) shall indemnify the other party (the Indemnified Party) against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which the Indemnified Party may incur as a result of claims in any form by third parties arising from: (x) the Indemnifying Party's acts, omissions or misrepresentations to the extent that the Indemnifying Party is deemed an agent of the Indemnified Party, or (y) the Indemnifying Party's breach of its privacy policy.  In addition, theglobe shall indemnify Boxlot against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which Boxlot may incur as a result of claims in any form by third parties arising from the Page Templates or theglobe Marks.  In addition, Boxlot shall indemnify theglobe against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which theglobe may incur as a result of claims in any form by third parties arising from Boxlot Banners, Boxlot Content, Boxlot Marks, the Service (excluding the Page Templates or theglobe Marks) or Boxlot's breach of Section 12.1  [Compliance with Laws].  The foregoing obligations are conditioned on the Indemnified Party: (i) giving the Indemnifying Party notice of the relevant claim, (ii) cooperating with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (iii) giving the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party's rights or interest without the Indemnified Party's prior written approval.  The Indemnified Party shall have the right to participate in the defense at its expense.

11.  LIABILITY LIMITS.  NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT IN THE EVENT OF A CLAIM UNDER SECTION 10 OR FAILURE TO PAY UNDER SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE

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  OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNT BOXLOT ACTUALLY PAYS TO THEGLOBE HEREUNDER.

12.  GENERAL.

     12.1  Compliance with Laws. At its own expense, Boxlot shall comply with all applicable laws and regulations regarding providing and operating the Service. Without limiting the foregoing, Boxlot shall (a) obtain all governmental approval, permits and licenses, and make all governmental filings and registrations, necessary for the marketing and performance of the Service in every United States jurisdiction, (b) ensure that theglobe is not required to obtain any governmental approval, permits or licenses as a result of this Agreement, theglobe's performance hereunder or any payments made to theglobe hereunder, and (c) promptly resolve any assertions that the Service is illegal or violating a protected third party interest.

     12.2  Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of New York without giving effect to conflict of laws principles. Both parties submit to personal jurisdiction in New York and further agree that any cause of action arising under this Agreement shall be brought in a court in New York City, NY.

     12.3  Publicity. Prior to the release of any press releases or other similar promotional materials related to this Agreement, the releasing party shall submit a written request for approval to the other party with a copy of the materials to be released, which request shall be made no less than 3 business days prior to the requested release date. A party shall not unreasonably withhold or delay the granting of its approval of such materials. The parties shall issue the first press release jointly.

     12.4  Independent Contractors. The parties are independent contractors, and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.

     12.5  Assignment.  Neither party may assign its rights or delegate its duties hereunder (except to an affiliated company, or to a successor in interest in the event of a merger, sale of assets of the business to which this Agreement is related, or consolidation) without the other party's prior written consent, and any purported attempt to do so is null and void.

     12.6  Severability; Headings.  If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.  The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.  Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

     12.7  Force Majeure.  Except as otherwise provided, if performance hereunder (other than payment) is interfered with by any condition beyond a party's reasonable control, the affected party, upon giving prompt notice to the other party, shall be excused from such performance to

                                       9

  the extent of such condition. However, if a force majeure detrimentally affects a party's performance of a material covenant hereunder for 14 days or more, the other party can terminate this Agreement. Each party acknowledges that website operations may be affected by numerous factors outside of a party's control. In the case of Boxlot's performance, a Boxlot force majeure includes theglobe's failure to perform its obligations described in this Agreement or an outage that affects the entire Internet in the United States; however, in no event shall a failure of any Boxlot supplier or vendor be deemed a Boxlot force majeure.

     12.8  Notice.  Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, 1 day after deposit with an overnight courier, 5 days after deposit in the mail, or upon confirmation of receipt of facsimile or email.  Notices will be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section.

     12.9  Entire Agreement; Waiver.  This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter of the Agreement.  This Agreement may be changed only by a writing signed by both parties.  The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

     12.10  Equity Stake.  Boxlot shall grant to theglobe, pursuant to industry- standard terms negotiated between the parties in good faith, immediately vested options to purchase shares of common stock equal to up to 4% of Boxlot's fully diluted capital stock (in accordance with the chart below).  Theglobe shall be restricted from exercising such options until the first anniversary of the Effective Date, and such options shall have a five-year term.  Each such option shall have an exercise price equal to the lesser of (1) the price at which Boxlot's common stock is sold to the public in an initial public offering or (2) $6 per share; each of the foregoing as may be adjusted for any stock splits, combinations or re-organizations affecting Boxlot's capital stock.  Boxlot shall grant to theglobe registration rights for such options and any shares of common stock issued or issuable upon the exercise of such options (including without limitation, two demand registration rights and unlimited piggyback registration rights) on Form S-1, Form S-3 or such other form as may be applicable pursuant to the Securities Act of 1933 as amended.

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

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





   Number of aggregate unique users, as measured by         Aggregate percent of Boxlot's equity subject to the    unique IP addresses, in a month who visit a page               options upon achieving such level once               under the Domain Name - ------------------------------------------------------------------------------------------------------------------                                                        500,000                                                     1% - ------------------------------------------------------------------------------------------------------------------ 1,000,000                                                   2% - ------------------------------------------------------------------------------------------------------------------ 1,500,000                                                   3% - ------------------------------------------------------------------------------------------------------------------ 1,750,000                                                   3.5% - ------------------------------------------------------------------------------------------------------------------ 2,000,000                                                   4% - ------------------------------------------------------------------------------------------------------------------

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  THEGLOBE.COM, INC.:                 THE BOXLOT COMPANY:

By: /s/ Dean Daniels                By:  /s/ Frederick Cary

Name: Dean Daniels                  Name:  Frederick Cary

Title: COO                          Title:  CEO

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                                     EXHIBIT A                                  BUSINESS TERMS

Description of the Service: person-to-person auctions

Description of Boxlot Content:

***

Domain Name for the Co-Branded Pages: auctions.theglobe.com

theglobe's Promotions.  In positions determined by theglobe in its sole discretion, theglobe shall:

 .   list Classifieds/Auctions in the tools category of the left hand nav bar  .   list auctions in relevant theme areas  .   list auctions in myglobe [Note: this will be done when commercially     reasonable to do so some time after the Launch Date]  .   list auctions in shop.theglobe.com

theglobe may provide substitute placement if theglobe changes or reorganizes its site or navigation/directory structure.  theglobe shall provide a minimum of *** impressions per month of promotion for auctions on the Co-Branded Pages (including without limitation any of the foregoing).  theglobe's sole and exclusive obligation for failing to deliver the minimum number of impressions shall be to continue performing the promotion until it delivers the total number of required impressions.

Boxlot's Promotions.  theglobe may place up to 100 listings a month on the Boxlot Site (and all co-branded versions thereof) promoting products being sold by theglobe or its affiliates without having to pay any listing fee, closing value fee, transaction fee or other fee.

theglobe Pre-Launch Deliverables: In addition to developing the Page Templates, theglobe shall provide to Boxlot a media and promotional plan and a plan for doing the production/design services related to the Service's integration into theglobe Site.

PAYMENTS

 .     ***

 .     Placement Fee.  The following schedule of payments apply:

    - ------------------------------------------------------------------------------------------------------------------                     Time of Payment                                          Amount of Payment - ------------------------------------------------------------------------------------------------------------------                                                        Execution                                                    *** - ------------------------------------------------------------------------------------------------------------------ Launch Date                                                  *** - ------------------------------------------------------------------------------------------------------------------ 1st monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 2nd monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------

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                                                           3rd monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 4th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 5th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 6th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 7th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 8th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 9th monthly anniversary of Launch Date                       ***

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





- ------------------------------------------------------------------------------------------------------------------ 10th monthly anniversary of Launch Date                      *** - ------------------------------------------------------------------------------------------------------------------ 11th monthly anniversary of Launch Date                      *** - ------------------------------------------------------------------------------------------------------------------ Each monthly anniversary thereafter (excluding the           *** final monthly anniversary (e.g., the last day of the contract)) - ------------------------------------------------------------------------------------------------------------------

 .    Ad Split.  theglobe shall pay Boxlot *** of Net Revenues.

 .    Transactional Revenue. Boxlot shall retain *** of the transaction revenues      it generates from operation of the Service.

                                       13

                                     EXHIBIT B                              PERFORMANCE STANDARDS

A.   Service Availability.  The Service generally shall be publicly available to Users a minimum of 95% of the time during any 7 day period and 98% of the time during any 30 day period, excluding Maintenance.  Maintenance is defined as scheduled Service outages for Service maintenance or upgrades of which theglobe is notified at least 48 hours in advance, so long as such outages are scheduled for low-usage time periods and do not exceed a total of 20 hours in any 30 day period.

B.   Response Time.  The mean response time for server response to access the Service shall not exceed more than 6 seconds during any 1 hour period.

C.   Bandwidth.  Throughout the term, Boxlot shall have an agreement in place with its Internet connectivity provider which requires such provider to automatically increase bandwidth capacity if such capacity exceeds 25% utilization.

D.   Security.  Boxlot shall prevent unauthorized access to restricted areas of its servers and any databases or other sensitive material generated from or used in conjunction with the Service.  In addition, Boxlot shall immediately notify theglobe of any known security breaches or holes in the Service or Co-Branded Pages.

E.   Error Correction.  Boxlot shall resolve any errors with the Service (including without limitation any Javascripts or ActiveX controls used in connection with such pages) that cause such services not to be able to perform one or more major functions within 24 hours of the earlier of its discovery of the error or theglobe's notice of the error.  Boxlot shall resolve all other errors with such services within 7 days of the earlier of its discovery of the error or theglobe's notice of the error.

F.   Browser Compatibility.  The Service shall initially be compatible with Netscape Navigator 3.X and 4.X and Microsoft Internet Explorer 3.X and 4.X. theglobe may unilaterally add additional browsers or versions that the Service must be compatible with, effective after 30 days advance written notice, if theglobe certifies that such additional browsers or versions are used by more than 5% of its Users.  Users shall not require any plug-ins in order to access any Service functionality.

G.   Data Authentication.  Boxlot shall use commercially reasonable efforts, no less than industry-standard, to authenticate the origin of all information provided by theglobe as having come from theglobe.

H.   Customer Support.  Boxlot shall auto-respond to all customer and technical support inquiries within 10 minutes of the receipt of inquiry.  Boxlot shall manually respond to all such inquiries within 24 hours.  Boxlot shall resolve all such inquiries within 72 hours or shall notify theglobe that it cannot do so, in which case theglobe at its sole discretion may intervene to assist in resolving the inquiry.

I.   Remedies.  In addition to other applicable remedies, theglobe may immediately terminate this Agreement without a further cure period if: (a) any breach of this Exhibit lasts 2 consecutive specified time periods, or if no time period for measurement is specified, 10 days, or (b) the same provision is breached on two separate occasions (even if the first was cured).

                                       14

                                     EXHIBIT C                              BOXLOT COMPETITIVE SET

aciauction Auction 123 Auction Net Online Auction Network Auction Online Auction Sales Online Auction Universe Auction USA Auction Warehouse Auction World AuctionAddict AuctionFloor AuctionGate AuctionInc. AuctionLine AuctionPC AuctionPort-Interactive Online Auctions Auctionsamerica Auctionware Technologies AuctionWorks AuctionX Autographs...and more! B2BAuction BargainsUSA Bid on Collectibles

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





Bid Online Bid4it BidAway Web Auctions Biddernet Bidders Paradise BidderSuite bidnask.com Bidnow Boekhout's Collectibles Mall Buck Auction Butterfield & Butterfield Central Missouri Internet Auction Christie's CityAuction Classifieds Live CoinTrade Online CommPublic Online Consultants Research Institute CSL Associates Online Auction for Pearls Dan's Online Auction DealDeal Deep Discount Network Digitalauction eBay

                                       15

  Electronic Auction Encore E-Z Auction FairAuction FinalBid Internet Auction Service First Auction FocalPoint Online Photo Auction Foryourneeds Fun Time Auction G.B. Tate & Sons Online Auction GEMS AUCTION Gifts and More Online Auction Glenn Johnson Coins Going Going Sold Going Once Going, Going...Sold! Golden Age Antiques and Collectibles Golf Auction GolfClubExchange GolfWeb GolfAuction Haggle Online Hobby Markets Online Human Digital Auction Infinite Auction Insight Corp Auction Interactive Auction Online interAUCTION Services Intermodal Equipment Exchange International Electronic Auction Internet Auction House Internet Liquidators Int IWA Auction House John Morelli Auctioneers Keybuy Auction House Klik-Klok Dutch Auction Labx Lightningauctions Magnolia Auction Metric Equipment Sales ML Coins Motherlode Gold Auction Nab-it National Auction Properties, Inc. Nationwide Dealer Exchange Netauction Netauctions NetMarket Nettworth NonProfitAuction Northerbys Online Auctions Numisma Online Coin Auctions Numismatists Online Coin Auctions Old Auction Barn OneWebPlace Online Auction Services

                                       16

  OnLine Exchange ONSALE Interactive Marketplace Paulus Swaen Internet Auction PC Buyer Philatelists Online Prizefight ProAuctions RacerX Remington York Online Auction Rotman Collectibles Sandafayre Sandy's Super Auction Save the Earth Foundation ArtRock Auction Scala-Mathis Auctions, Inc. SCC Exchange Southeast Auction Company Sotheby's Sportsauctionsusa Steal-a-Record Auction Super Auction Superior Coin & Stamp Auction Galleries SurplusAuction Teletrade The Auction Block The Auction Store

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





The Sell And Trade Internet Marketplace TIME MACHINE....Silent Watch Auction u-Auction-it uBid Universe Auctions University of Michigan AuctionBot Up4Sale USAuctions USCents VintageUSA Direct Auction WebAuction Wild Auction World Wide Auctions Yahoo Auction ZAuction 1st Sporting Equipment Auction 3WAuction

                                       17

                                     EXHIBIT D                          AUTOMATIC PARTNER REGISTRATION                                                                                   To maintain a consistent user experience, any theglobe member should not need to separately log in to the Service or the Co-Branded Pages.  The only login or registration that should be required to access the Service or the Co-Branded Pages is theglobe Site's login or registration.  Because Boxlot hosts the Service and the Co-Branded Pages, theglobe will pass to Boxlot information about each User accessing the Service or the Co-Branded Pages as described below:

 .    Accounts will be created for each User via a one-time welcome page      (hosted by theglobe) when the User tries to access the portion of the      Service requiring such registration for the first time.

 .    The welcome page will include registration fields for any information      about the User needed to use the Service but not currently in theglobe's      database.

 .    The welcome page will include a Privacy Policy informing the User that      their data is being passed to a third party (Boxlot) in order to use the      Services.

 .    Any additional required User information is collected and entered into      theglobe's database. Then, the required User information is sent to Boxlot      all at once to create the new account. theglobe will include the User's      username and UserID# in the data passed to Boxlot.

Additional notes on account creation:

 .    The User will only see the Welcome page until they consent to the privacy      policy and enter any required information. This page will not appear after      the User completes the initial account creation process.

 .    Account information stored on Boxlot's servers in connection to the Service      will need to be kept in parity with theglobe. To do so, the parties shall      work together to implement a mechanism for updating information on Boxlot's      servers when User information changes on theglobe Site.

 .    The technology used to pass the data to Boxlot for account creation and      ongoing account updates will be determined jointly by Boxlot and theglobe.

 .    The UserID# theglobe passes to Boxlot during account creation will be      stored by Boxlot in association with each User. This UserID# is necessary      to link individual user reporting and individual account updates between      Boxlot and theglobe on an ongoing basis.

                                       18

Source: THEGLOBE COM INC, S-1/A, 5/3/1999
[EX A]: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

[EX Q]: EXHIBIT 10.16

DRAFT  (Americas) 1/12/00 (Rev 1)              SUPPORT AND MAINTENANCE AGREEMENT

     This Support and Maintenance Agreement (Agreement) is entered into and is effective as of the ____ day of _______________2000 (the Effective Date) by and between XACCT Technologies, Inc., a Delaware corporation (XACCT) with its principal place of business at 2900 Lakeside Drive, Suite 100, Santa Clara, California 95054 and ________________________________, a _______________corporation (Licensee) with its principal place of business at _________________________________.

This Agreement sets forth the terms and conditions under which XACCT will provide Product Maintenance (as defined below) and Support Services (as defined below) for the Product which is licensed by Licensee pursuant to XACCT's End User Software License Agreement (License Agreement). Except where superseded by this Agreement, all other terms and conditions of the License Agreement are incorporated by reference. Capitalized terms that are not defined in Section 1. below or elsewhere in this Agreement have the same meaning as in the License Agreement.

1.       DEFINITIONS

1.1      Designated Support Contact  means Licensee's employee who is          authorized to contact the XACCT           support center.

1.2      Incident means a single, discrete, malfunction or other problem which          may require more than one (1) response before it is closed.

1.3      Major Release means a version of the Product containing significant          changes in functionality which usually will be designated with a whole          number product version change such as 3.x to 4.x.

1.4      Minor Release means a version of the Product containing minor          improvements which usually will be designated with a one (1) decimal          version change such as 3.x to 3.x; also sometimes referred to as dot          releases.

1.5      Product Maintenance means the Product updates and revisions that are          available from XACCT and selected by Licensee, as further referenced          herein and the attachments hereto as may be amended from time to time.

1.6      Support Services means the software support services that are          available from XACCT and selected by Licensee, as further referenced          herein and the attachments hereto as may be amended from time to time.

2.       COVERAGE AND PAYMENT OF FEES

         Licensee may purchase the level of Product Maintenance and Support          Services set forth in Attachment 1 to this Agreement. XACCT will          provide the Product Maintenance and Support Services purchased by          Licensee subject to the terms and conditions of this Agreement and the          License Agreement. Fees shall be payable within thirty (30) days of          invoice which shall be exclusive of any applicable local, state,          federal, use, excise, value added, GST or other taxes imposed on the          fees payable for the Product Maintenance and Support Services which          shall be the responsibility of Licensee.

3.       SUPPORT SERVICES

3.1      XACCT will provide reasonable commercial efforts to provide the          appropriate solutions for reported Incidents. Initial response times          for reported Incidents are as set forth in Attachment 1.

3.2      In order for Licensee to receive the Support Services referenced above,          Licensee must:

         (a)      Appoint Designated Support Contact(s), trained and qualified,                   who will maintain the integrity of the&sbsp;Product and who will                   act as Licensee's liaison for all technical communications                   with XACCT. The number of Designated Support Contact(s) will                   be determined by the level of Support Services purchased by                   Licensee set forth in Attachment 1referenced in Section 2.                   Names of Designated Support Contact(s) must be provided to                   XACCT prior to initial contact with the XACCT support center.                   All technical communications by Licensee to XACCT shall only                   be made by the Designated Support Contact(s). All information                   and materials provided to Licensee by XACCT pursuant to this                   Agreement will be routed to the Designated Support Contact(s).                   Licensee may change the Designated Support Contact(s) upon                   written notice to XACCT;

         (b)      Promptly obtain training on the use of the Product for the                   Designated Support Contact(s), and any other employee                   substituting or replacing the Designated Support Contact(s);

         (c)      Subject to Licensee's applicable security requirements,                   provide XACCT with access to and use of all information and





                  system facilities including but not limited to a modem                   connection to Licensee's systems determined necessary by XACCT                   to provide timely Support Services pursuant to this Agreement;

         (d)      Follow operating instructions and procedures as specified in,                   but not limited to, XACCT's documentation and other                   correspondence related to the Product;

         (e)      Follow procedures and recommendations provided by the XACCT                   support center in an effort to correct problems; or

         (f)      Notify XACCT of a malfunction or other problem in accordance                   with XACCT's then current problem reporting procedures and as                   provided in Attachment 1. If XACCT determines that a problem                   reported by Licensee is not due to an error in the Product,                   XACCT will so notify Licensee. XACCT may in its sole                   discretion charge additional fees for time and materials for                   the resolution of problems that are not attributable to an                   error in the Product or which are excluded from XACCT's                   support obligations as set forth below.

3.5      XACCT shall have no obligation to support:

         (a)      altered, damaged or Licensee-modified Product, or any portion                   of the Product incorporated with or into other software other                   than as contemplated by XACCT's documentation or as otherwise                   expressly approved by XACCT in writing;

         (b)      any version of the Product other than the current version of                   the Product, the immediately previous version and the version                   preceding the immediately previous version; XACCT's obligation                   to support the version prior to the immediately previous                   version shall not extend beyond six (6) months after the                   release of the current Major Release of the Product;

         (c)      Product problems caused by Licensee's negligence, abuse or                   misapplication, use of Product other than as specified in the                   XACCT documentation, or other causes beyond the reasonable                   control of XACCT;

         (d)      Product installed on any hardware, operating system version or                   network environment that is not supported by XACCT; or

         (e)      Incidents if XACCT makes a good faith determination that the                   primary cause of the problem results from the failure or                   malfunction of any system, equipment, facilities or devices                   not furnished by XACCT.

3.6      Any obligation for Support for non-standard versions of the Product or          portions thereof developed for Licensee on a customized basis shall be          only as set forth in an amendment or other supplement to this          Agreement.

4.       PRODUCT MAINTENANCE

4.1      XACCT will use reasonable commercial efforts to provide maintenance          releases and Minor Releases to the then-current embodiment of the          Product that it provides to its customers generally. Maintenance          Releases and Minor Releases may also include one copy of revisions to          the documentation applicable to such maintenance releases and Minor          Releases.

4.2      From time to time XACCT in its sole discretion may develop and provide          Major Releases which will be made available to Licensee with or without          additional fees according to the level of Support Services purchased by          Licensee as set forth in Attachment 1 referenced in Section 2.

4.3      THE TERMS OF THE LICENSE AGREEMENT PERTAINING TO LIMITED WARRANTY,          DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY SHALL APPLY TO THE          MAJOR AND MINOR RELEASES OF PRODUCT DELIVERED ACCORDING TO THIS          AGREEMENT.

5.       TERM AND TERMINATION

5.1      The initial term of this Agreement is one (1) year from the date of          delivery of the Product to Licensee unless earlier terminated in          accordance with this Agreement. The Agreement will be automatically          renewed for additional one (1) year terms (subject to applicable fee          adjustments) unless thirty (30) days prior to the anniversary of the          Effective Date Licensee gives written notice to XACCT of its intention          not to renew.

5.2      XACCT may suspend or terminate Product Maintenance and Support Services          if Licensee fails to timely pay Product Maintenance and Support Service          fees as provided in this Agreement. XACCT may also terminate Support          Services if Licensee breaches any provision of this Agreement or the          License Agreement and such breach is not remedied within thirty (30)          days after Licensee receives written notice of the breach. XACCT shall          also have the right not to renew this Agreement with respect to any          Product by providing written notice of such election at least sixty          (60) days prior to the termination of Support Services for such          Product, provided that XACCT no longer generally provides Support          Services for such Product, or no longer provides the specific Support





         Services previously offered.

5.3      Product Maintenance and Support Services shall automatically terminate          upon termination of the License Agreement.

6.       REINSTATEMENT OR RENEWAL OF PRODUCT MAINTENANCE AND SUPPORT SERVICES

         In the event Product Maintenance and Support Services are terminated by          Licensee by notice of non-renewal, Product Maintenance and Support          Services shall be discontinued at the end of the then current term. If          Product Maintenance and Support Services are terminated for any reason,          at XACCT's sole option, Licensee may reinstate or renew Product          Maintenance and Support Services by paying XACCT all applicable Product          Maintenance and Support Services and reinstatement fees.

7.       LIMITATION OF LIABILITY

7.1      Direct Damages. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY          FOR DAMAGES WITH RESPECT TO THE SUPPORT SERVICES UNDER ANY CONTRACT,          TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, SHALL BE          LIMITED TO THE AMOUNT PAID BY LICENSEE FOR THE SUPPORT SERVICES FOR THE          PRIOR 12 MONTHS. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY          FOR DAMAGES WITH RESPECT TO PRODUCT MAINTENANCE SHALL BE AS SET FORTH          IN THE LICENSE AGREEMENT.

7.2      Consequential Damages. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE,          SHALL XACCT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL          DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS          OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,          ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE PRODUCT AND          DOCUMENTATION EVEN IF XACCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH          DAMAGES OR LOSSES.

8.       GENERAL

         This Agreement, the attachments and the License Agreement constitute          the entire agreement between the parties regarding Product Maintenance          and Support Services and supersede all previous agreements or

         representations, oral or written, regarding the subject matter. This          Agreement may not be modified or amended except in a writing signed by          a duly authorized representative of each party. Both parties          acknowledge having read the terms and conditions set forth in this          Agreement and attachments hereto, understand all terms and conditions,          and agree to be bound thereby. The laws of the State of California          shall govern all issues arising under or relating to this Agreement,          without giving effect to the conflict of laws principles thereof. All          disputes arising under or relating to this Agreement shall be resolved          exclusively in the appropriate state court in Santa Clara County,          California or in the federal court in the Northern District of          California, and it is explicitly agreed that no other court shall have          such jurisdiction. This Agreement shall not be governed by the United          Nations Convention on Contracts for the International Sale of Goods

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by their duly authorized representatives:

LICENSEE                                  XACCT TECHNOLOGIES, INC.

By:                                       By:    ---------------------------------         -----------------------------------

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

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

Date:                                     Date:      -------------------------------           ---------------------------------
[EX A]: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

[EX Q]: EXHIBIT 10.2

[LOGO AMERICAN EXPRESS]               INCENTIVE               SERVICES

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

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

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

AMERICAN EXPRESS INCENTIVE SERVICES STORED VALUE PRODUCTS                                RESELLER AGREEMENT

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

The following points outline this agreement:

1.       PURPOSE

Under and subject to the terms of this Agreement:

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

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

2.       EXCLUSIVITY

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

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

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

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

1

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





3.       INVENTORY AND FORECASTING

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

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

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

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

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

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

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

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

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

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

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





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

2

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

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

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

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

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

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

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

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





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

4.       CARD ISSUANCE

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

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

3

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

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

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

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

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

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

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

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

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

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

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

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





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

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

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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

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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.

11

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





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

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

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

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

[Signature Pages Attached]

12

Signed for and on behalf of SCHOOLPOP INC.

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

Its duly authorized agent in the presence of:

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

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

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

Its duly authorized agent in the presence of:

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

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

13





EXHIBIT 1

TRUST AGREEMENT - FULL LIABILITY

AGREEMENT between

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

And

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

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

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

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

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

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

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

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

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

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

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

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

14

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





account numbers, and the Acknowledgement Receipt form, etc.

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

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

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

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

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

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

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

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

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

15

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





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

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

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

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

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

[Signature Pages Attached]

16

Signed for and on behalf of SCHOOLPOP INC.

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

Its duly authorized agent in the presence of:

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

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

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

Its duly authorized agent in the presence of:

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

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

17

EXHIBIT 1.A

ACKNOWLEDGEMENT OF RECEIPT FORM

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

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





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

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

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

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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.

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

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EXHIBIT 5.A

GROCERY CARD TARGET ACQUISITIONS

Longs HEB Piggly Wiggly Save Mart ShopKo Safeway Staters

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[EX 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?