In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
--------
Question: Exhibit 10.12

CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

STREMICK HERITAGE FOODS, LLC and PREMIER NUTRITION CORPORATION MANUFACTURING AGREEMENT

THIS MANUFACTURING AGREEMENT (the Agreement) is made this first day of July, 2017 (the Effective Date) between Stremicks Heritage Foods, LLC (Heritage), a Delaware limited liability company with an address of 4002 Westminster Avenue, Santa Ana, CA 92703 and PREMIER NUTRITION CORPORATION (Premier), a Delaware corporation with a principal place of business at 5905 Christie Avenue, Emeryville, California 94608 (each a Party, collectively, the Parties).

WHEREAS, Heritage is engaged in the business of producing food products on a contract basis and desires to produce Products (as defined below) for Premier at its facilities in [***] as well as at its majority-owned subsidiary, Jasper Products, L.L.C. (Jasper) in [***];

WHEREAS, Premier is the owner of certain proprietary formulations, manufacturing processes and techniques and wishes to have Product manufactured and packaged by Heritage in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the Parties agree as follows: 1. BASIC TERMS

(a) This Section contains the basic terms of this Agreement between Heritage and Premier. All other provisions of this Agreement are to be read in accordance with the provisions herein contained. (i) Commencement Date July 1, 2017

(ii) Termination Date December 31, 2022

(iii) Product Descriptions Schedule A (2(a))

(iv) Records Schedule B (2(i), 3(e))

(v) Ingredients/Materials/Packaging Purchased by Premier Schedule C (3(b))

(vi) Ingredient/Materials/Packaging Purchased by Heritage Schedule C (3(c))

(vii) Material loss allowance Schedule C

(viii) Pricing and terms Schedule C, 3(d)

(ix) Premier Contacts Schedule D

(x) Post Holdings' Quality Expectations Manual Schedule E 1

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





(b) The term of this Agreement will commence on the Commencement Date and will continue through December 31, 2022 or until this Agreement is otherwise terminated in accordance with its provisions (Term). 2. PRODUCTION OF PRODUCT

(a) Heritage shall produce the products described on Schedule A attached hereto, as may be amended by the Parties hereafter from time to time (the Products), for Premier at [***] Heritage's or Heritage's wholly owned subsidiary, Jasper's, [***] (the Facilities). [***] For the purposes of this paragraph, [***] facilities located at [***] are considered one Facility. Any facility that Heritage wishes to use, other than [***] to manufacture the Products must be approved by Premier in writing, in advance. For the avoidance of doubt, Heritage's [***] facility must be approved by Premier before it may be used to manufacture the Products. Such facility approvals shall not be unreasonably withheld or delayed. Premier's facility approval will be based, in part, on the successful completion of a trial production run that is sufficient in meeting finished product specifications, and an evaluation of the stability and specifications of trial production product within [***] of the trial production run.

(b) Heritage and Premier agree that all Products subject to this Agreement, and their current and subsequently modified respective formulas are confidential and proprietary, and the sole property of Premier unless otherwise agreed in writing by both Parties.

(c) Minimum Annual Order Volume. During the Term of this Agreement, Premier shall be required to purchase a Minimum Annual Order Volume (MAOV) of [***] (Units) for each twelve-month period commencing July 1, 2017, and for the six-month period commencing July 1, 2022 and ending December 31, 2022, Premier will be required to purchase [***] Units (the twelve-month periods and the six month period are each a Contract Period).

(d) During the Term, Premier shall have the right (but not the obligation) to order from Heritage quantities of Products in excess of [***] and provided Heritage has the capacity and the ability to produce such additional quantities of Products, Heritage agrees to produce such additional quantities per the pricing and terms on Schedule C.

(e) [***]

(f) [***]

(g) Within [***] of each calendar month during the Term, Premier shall provide to Heritage a [***] rolling production forecast which shall set forth Premier's non-binding good faith estimated purchases (each, a Forecast) for the [***] period commencing on the date thereof (the Forecast Delivery Date). Each Forecast shall also designate which Facility shall manufacture the Products set forth in such Forecast (i.e. Heritage's [***] Facility, Jasper's [***] Facility, or some other facility agreed to by the Parties). Heritage shall notify Premier, in writing (or email), within [***] of each Forecast Delivery Date, if Heritage's or Jasper's Facilities will not be able to fulfill Premier's estimated purchases as set out in the [***] of such Forecast. For the avoidance of doubt, the [***] are 2

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





the [***] immediately following the Forecast Delivery Date. If Heritage notifies Premier that it can fulfill Premier's Forecast for this [***] period, or if it fails to notify Premier that it cannot fulfill that portion of the Forecast, Heritage shall be obligated to fulfill, or cause Jasper to fulfill as applicable, if ordered through POs, the full amount of Product set forth for purchase during [***] (Firm Forecast).

(h) Within the [***] of each calendar month during the Term, Heritage shall provide to Premier a [***] rolling production forecast which shall set forth Heritage's good faith estimated maximum monthly unit volume (Maximum Volume) for each Facility during such [***] period. Modifications to the Maximum Volume shall be negotiated in good faith and agreed upon by both Parties in writing or email by the [***] of the calendar month.

(i) Premier shall provide Heritage with Purchase Orders (or POs) [***] in advance of the date referred to as the Due Date in such POs. The POs, at a minimum, will give the Products and quantities ordered, the Due Date requested, and designate which Facility will manufacture the Products. Due Date shall mean the production start date requested by Premier.

(j) Within [***] of receipt of a PO, Heritage shall (i) provide to Premier email confirmation of acceptance of the PO, a schedule of production and an estimated production completion date (the Estimated Completion Date), or (ii) notify Premier if any term of the PO cannot be met. Heritage's failure to notify Premier, within the time specified herein, of an inability to meet a term of the PO shall constitute acceptance of such PO in its entirety. If Heritage notifies Premier that it or Jasper cannot meet the Due Date, the Parties shall discuss an acceptable alternate date on which production will commence (the Production Date). Once a Due Date is accepted or a Production Date is mutually agreed upon, Heritage shall, or shall cause Jasper to, use all commercially reasonable efforts to start production on or before the Due Date (or Production Date, as applicable), but in no case more than [***] earlier or later than the Due Date (or Production Date, as applicable) unless mutually agreed otherwise by Premier.

(k) If PREMIER requests that Products be produced at the Heritage Facility, Heritage may either produce such Products at the Heritage Facility or cause Jasper to produce such Products at the Jasper Facility, in which case Heritage shall be responsible for all shipping costs of transporting the Products to the Heritage Facility. If Premier requests that Products be produced at the Jasper Facility, Heritage may either cause Jasper to produce such Products at the Jasper Facility or produce such Products at the Heritage Facility, in which case Heritage shall be responsible for all shipping costs of transporting the Products to the Jasper Facility.

(l) If a PO is accepted by Heritage as described in Section 2(j) above but such PO is not filled in accordance with its terms, or if Heritage or Jasper, as applicable, fails to complete production of the Products [***], Premier shall have the right to use an alternate co-packer for the Products specified in the PO and Heritage shall, or shall cause Jasper to, provide Premier with Premier owned packaging needed to support such production by an alternate co-packer.

(m) Purchase Orders will be Premier's best estimate of its current requirements, but may be amended up or down or canceled in their entirety by Premier to reflect changing demand for Products. The final Unit quantities on Premier's Purchase Orders will count towards the MAOV. However, if (i) any increase or decrease in Unit volume under a particular PO is greater than [***] of the initial PO quantity and (ii) Premier requests such change or cancellation within the [***] period prior to the Due Date (or Production Date, as applicable) (the [***] Period), Heritage in its sole discretion, may charge Premier [***]. In no event shall Premier pay [***] if (i) it cancels or modifies any PO prior to the commencement of the [***] Period (i.e.; prior to the commencement of the [***] period preceding the Due Date (or Production Date, as applicable), (ii) Heritage or Jasper fails to timely start production in the [***] period before or after the Due Date (or Production Date, as applicable), or (iii) the basis for Premier's cancellation is a breach by Heritage of its obligations, representations or warranties hereunder. 3

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





(n) Heritage shall within [***] after the end of the production run, notify Premier via email of the final estimated production quantity and the estimated quantity, including losses, of all Premier-supplied materials used. If the final production quantity for any accepted PO is less than [***] of the PO quantity ordered, or if the quantity of production released for shipment within [***] from the last day of production is less than [***] of the PO quantity, upon request by Premier, Heritage shall take all commercially reasonable steps to produce or replace the shortfall within [***]. The final production quantity by Heritage and Jasper will count towards the MAOV requirements.

(o) Heritage represents and warrants that:

(i) All Products manufactured, packaged and delivered by Heritage or Jasper under the terms of this Agreement shall conform to the specifications supplied to Heritage by Premier as listed on Schedule A, which Schedule may from time to time be modified by Premier in writing (the Specifications), shall conform to Post Holdings' Quality Expectations Manual attached hereto as Schedule E, and shall conform in all material respects to samples previously supplied to Premier by Heritage. No change in Specifications shall be binding on Heritage until Premier has provided written Specifications for each SKU, and each Specification is signed and dated by the Parties. Any additional net cost increases or decreases associated with any modifications to Premier's Specifications shall be borne by or credited to Premier.

(ii) Heritage and Jasper will comply with all laws and regulations applicable to production of the Products, including without limitation, the laws and regulations of the United States Food and Drug Administration (FDA), United States Public Health Service (PHS), and any and all other applicable federal, state and local laws and regulations. Heritage warrants that the Products shall be released free from defects in workmanship and shall be manufactured in accordance with this Agreement and 21 C.F.R. Part 110 which is entitled Current Good Manufacturing Practice in Manufacturing, Packing or Holding Human Food and as it may be amended from time-to-time.

(iii) The Products, when delivered to Premier in accordance with this Agreement, shall be free of contaminants, merchantable, fit for intended use and shall not be adulterated within the meaning of the Federal Food, Drug and Cosmetic Act.

(iv) Heritage and Jasper hold all permits and licenses required for Heritage and/or Jasper to manufacture the Products under the Agreement. Heritage will obtain, and shall ensure that Jasper obtains, all ingredients and packaging materials from suppliers that are approved by Premier in writing.

(p) Upon reasonable notice, and during normal operating hours, Heritage shall permit Premier or its representatives reasonable access to portions of the Heritage Facilities, the Jasper Facility or any other Facility used to produce the Products for the purpose of ascertaining Heritage's and Jasper's compliance with good manufacturing practices and Premier's Specifications and Post Holdings' Quality Expectations. Heritage agrees to disclose to Premier and provide a list, upon request, of any material violations or deficiencies noted during any inspection by the FDA, United States Department of Agriculture, PHS, or any other federal, state or local health or food regulatory agency of the Heritage Facilities, Jasper Facility or any other Facility used to produce the Products, which have a material adverse effect on the manufacture or packaging of the Products. Heritage agrees to provide to Premier each FDA Form 483 and any related Establishment Inspection Report (EIR) that is received from the FDA by Heritage or Jasper, along with any response provided to the regulatory authority by Heritage or Jasper, as long as this Agreement is in effect. Heritage agrees to do so within [***] of Heritage or Jasper receiving the Report or of sending the response as appropriate. If Heritage wishes to redact any material from any EIR, it shall indicate that deletion by use of the following note where each redaction occurs: REDACTED MATERIAL. Heritage agrees that it will not redact any information on an EIR that directly relates to any aspect of its manufacturing of Products for Premier. 4

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





(q) Heritage will keep, and will ensure that Jasper keeps [***] complete and accurate records in connection with each unique production lot of Products with respect to manufacturing practices, quality assurance measures, analytical procedures and their resultant data. Such records shall include at least those listed on attached Schedule B. Upon reasonable notice, Heritage shall allow, and Heritage shall ensure that Japer allows, Premier access to such records during normal working hours. 3. DELIVERY, PRICING, BILLING AND PAYMENT

(a) Heritage and Jasper shall coordinate shipments to meet scheduled delivery dates of the Products with Premier designated transportation providers. All shipments of the Products shall be by common carrier, F.O.B. the Heritage [***] Facility or the Jasper Facility, as indicated by Premier in the Purchase Order.

(b) Heritage shall purchase all ingredients and packaging materials identified in Schedule C to be used in connection with the manufacture of the Products. Heritage shall invoice Premier through the [***] billing as identified on Schedule C.

(c) Heritage shall charge Premier [***] as set forth in Schedule C.

(d) For Product produced at Jasper facilities, Jasper shall invoice Premier on the date Jasper issues a Certificate of Analysis (COA) for those Products. Payment terms for these Product invoices shall be [***]. For Product produced at Heritage facilities, Heritage shall invoice Premier on the date the Products are loaded onto Premier's carrier. Payment terms for all these Product invoices shall be [***]. Failure by Premier to meet payment terms of any invoice shall result in interest being imposed on any unpaid balance at the rate of [***] per month, pro rata on a daily basis for partial months, accrued from its due date or in the event such rate exceeds that permitted to be charged by law, the maximum rate permitted by law.

(e) Heritage will maintain accurate and complete books of account and records covering all its operations and transactions relating to this Agreement, including detailed purchasing and accounting records, master manufacturing, batching, & quality control records, pertaining to the manufacture of the Products, including records relating to the procurement and cost of all raw materials, packaging materials, equipment, and any other cost associated with the manufacture of the Products until [***]. Premier, shall have the right, directly or through its representative, to inspect, copy, and audit all such records upon reasonable request and during normal business hours, acknowledging that access to accounting and purchasing records will be limited to those supporting pass-through materials costs and purchases of Premier specified equipment if any. 4. STORAGE, SHIPPING AND INVENTORY

(a) During the term of this Agreement, Heritage agrees to handle and store reasonable amounts of raw materials based upon the level of production expected [***]. With regard to finished Products, Heritage agrees during the Term to store finished Products at no cost to Premier for a period not to exceed [***] from the date of Heritage's issuance of a Certificate of Analysis (COA). Commencing on [***] after the date the COA is delivered to Premier, a warehouse fee will be imposed that will equal $[***], until such Products are delivered to Premier's carrier. [***] Capability of a corrugated shipping case to withstand double stacking shall be mutually determined and agreed by both Parties.

(b) Premier agrees to issue shipping instructions in full pallet increments of [***] and Heritage agrees to make the Products available for shipping within [***]. Heritage shall ship oldest Products first, unless otherwise directed in writing by Premier. Release of Products shall only be from inventory that has completed any required incubation period and Heritage quality control release protocols. 5

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





(c) Heritage shall perform, and shall ensure Jasper performs, a documented inspection of all trailers before loading to confirm they are free of any visible contamination or odors and fit for use with food products. When products are properly palletized and loaded by Heritage or Jasper, Premier shall be responsible for physical, in-transit damage loss of finished Products upon Heritage or Jasper completing loading of the designated container or trailer, and sealing the same.

(d) Heritage shall notify Premier via email within [***] that Products are available for shipment.

(e) The following series of standard, regular, required reports and scorecard shall be provided by Heritage to Premier at the indicated frequency:

1. Weekly Production Report.

2. Monthly Inventory Reports at Supplier's end of fiscal month to include

a. Inventory on hand,

b. Inventory on hold, and

c. Inventory adjusted.

3. Monthly Purchase Order receipt report - at the end of Supplier's fiscal month 5. TRADEMARKS

Premier represents and warrants that it owns or otherwise has the right to use all trademarks (the Trademarks) and copyrighted material (the Copyrights) provided by Premier to Heritage, which are provided solely for use in connection with the manufacture or packaging of the Products. Heritage will not, and will ensure that Jasper does not, use any of the Trademarks or any marks that are confusingly similar to, or likely to cause confusion with regard to, the Trademarks or Copyrights owned or licensed by Premier for any other purpose without the prior written consent of Premier in each instance. Provided, however, that the foregoing covenant shall not be construed to restrict or prohibit Heritage from using any trademark, trade name, trade dress, labeling or packaging that Heritage is using in commerce as of the date of this Agreement. Nothing contained in this Section 5 is intended to or does preclude Premier from enforcing any of its intellectual property rights, including without limitation, its trademark rights. 6. QUALITY CONTROL

(a) Heritage agrees to perform, at its expense, sampling and testing procedures for the Products in accordance with Schedule B, attached hereto, and all applicable governmental regulations. If additional testing, not identified in Schedule B, is required by Premier, a reasonable additional fee will be agreed upon between Heritage and Premier to cover the associated incremental cost. Other quality control items to be performed under this Agreement are as follows:

(i) Normal production runs shall require Premier to provide at least two (2) non-work hour phone numbers for Premier employees who can be contacted in the event a problem occurs during a production run not being conducted during normal business hours. Said contacts and contact information shall be listed in Schedule D.

(ii) Heritage shall keep retention samples in accordance with Schedule B.

(iii) Heritage shall not modify any processing instructions or Specifications without obtaining Premier's prior written consent.

(iv) Heritage shall evaluate Products on a regular schedule at a sufficient frequency to confirm that Products meet the Specifications, including the Post Holdings Quality Expectations Manual. Any Products not conforming to the Specifications shall not be released for shipment. 6

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





7. INDEMNITY

(a) Premier shall indemnify, defend and hold Heritage harmless from and against any and all loss, cost, expense, claim, suit, damage or liability (including reasonable attorneys' fees and court costs) (collectively Losses) arising out of or relating to an infringement or alleged infringement of any Trademarks or Copyrights in connection with the Products to the extent Heritage follows Premier's instructions with regard to the proper display and use of the Trademarks and Copyrights. In addition, Premier shall indemnify, defend and hold Heritage harmless from and against any and all Losses arising out of or relating to: (i) Heritage's adherence to the Product Specifications, identified in Schedule A, or written orders or instructions given by Premier to Heritage relating to the manufacture or packaging of Products; (ii) Premier's breach of any of its obligations contained herein; and (iii) the storage, sale, marketing, distribution and consumption of the Products, other than any Losses which would be covered under Section 7(b) hereof.

(b) Heritage shall indemnify, defend and hold Premier harmless from and against any Losses arising out of or relating to (i) Heritage's or Jasper's negligence or willful misconduct, (ii) the manufacturing, packaging, storing and consumption of the Products (except to the extent resulting from Heritage's compliance with Premier's Specifications), (iii) any breach of the Agreement by Heritage or (iv) ingredients or packaging materials purchased by Heritage or Jasper. Heritage shall not be responsible for any Losses arising out of or attributable to Heritage's manufacturing of the Products in adherence with the Product Specifications, this Agreement, or any written orders or instruction(s) from Premier regarding the manufacture or packaging of the Products, as set forth in Section 7(a) above.

(c) The Party seeking indemnification shall promptly notify the other Party hereto in writing of any suit, claim, or damage for which such Party has notice and to which these provisions may apply. In the event suit is commenced, the indemnifying Party shall have the right to control the defense of any such suit at its own cost. The appearance of the indemnifying Party in such proceeding shall not be construed as an admission of liability and shall not constitute a waiver of any of its rights, including, but not limited to, the indemnifying Party's right to hire its own counsel. 8. RISK OF LOSS AND INSURANCE

(a) Title to the Products shall be in and remain with Premier from the date Products are delivered to a carrier pursuant to Premier's instructions for delivery to Premier. Heritage shall bear the risk of loss to the Products until the Products are delivered to such carrier for delivery to Premier as set forth herein. Risk of loss to the Products shall also be with Heritage during shipment between the Heritage Facilities pursuant to Section 2.

(b) Heritage and Jasper shall maintain insurance of the following kinds and in the following amounts during the Term of this Agreement: i. Commercial General Liability Insurance with a limit of $[***] each occurrence and $[***] in the aggregate, including Contractual, Completed-Operations and Product-Liability Coverage with a limit of $[***] for each occurrence, covering both bodily injury and property damage liability. ii. Umbrella/Excess Liability with a limit of $[***]. 7

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





iii. Workers' Compensation Coverage plus Occupational Disease Insurance if Occupational Disease coverage is required by the laws of the state where the Facility is located or work is to be performed. Employers Liability $[***] each accident; $[***] disease, each employee; $[***] disease, policy limit iv. Auto Liability $[***] combined single limit v. Product Recall Insurance coverage for Products determined to be in violation of laws administered by the authorized government entity who classifies the Products as unfit for intended use with limits of $[***] per policy year.

Heritage and Jasper shall have Premier named as an additional insured on its insurance policies in subparts i, ii and iv above. Heritage and Jasper shall furnish Premier with a certificate from its insurer verifying that it has the above insurance in effect during the duration of this Agreement and that insurer acknowledges (a) the contractual liability assumed by Heritage and Jasper in this Agreement and (b) that Premier is an additional insured on such policies and (c) Heritage's and Jasper's CGL policies are primary and Premier's CGL policy is non-contributory and (d) a waiver of subrogation shall be provided in favor of Premier on the CGL, Workers' Compensation and Auto policies. Said certificate of insurance shall require Heritage's and Jasper's insurance carrier to give Premier [***] written notice of any cancellation or change in coverage. Failure to provide such certificate within [***] shall constitute a breach of this Agreement.

Certificate of Insurance:

Certificate holder language must read:

Premier Nutrition Corporation 5905 Christie Avenue Emeryville, CA 94608

Please send certificates to: [***] 9. CONFIDENTIALITY

Each Party recognizes that in the performance of this Agreement, it may acquire, directly or indirectly from the other Party, proprietary, confidential, trade secret, or information that is not otherwise available to the general public (Confidential Information). Each Party shall maintain control of all Confidential Information it receives and not disclose it or use it for any other purpose other than to perform its obligations under this Agreement. Each Party shall return the Confidential Information, along with all materials derived therefrom, to the disclosing Party upon demand or, destroy them and provide verification of destruction upon the termination of this Agreement at the request of the disclosing Party. Each Party acknowledges that the value of the other Party's Confidential Information is unique and substantial, and it may be impractical or difficult to assess its value in monetary terms. Accordingly, in the event of an actual or potential violation of this paragraph, the violating Party expressly consents to the enforcement of this Agreement by injunctive relief or specific performance in addition to any and all other remedies available to them. The Parties also agree to treat the terms and conditions of this Agreement as Confidential Information.

The term Confidential Information shall not apply to portions of the Confidential Information that Party receiving it can show: (i) are or become generally available to the public other than as a result of a disclosure by the receiving Party; (ii) are in the receiving Party's possession from a source (other than the furnishing Party) that is not prohibited from disclosing such information, (iii) was known to the receiving Party prior to disclosure thereof by the furnishing Party; or (iv) are independently developed by the receiving Party without the use of any non-public, confidential or proprietary information received from the furnishing Party. A Party shall be entitled to disclose the 8

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





other Party's Confidential Information as required pursuant to judicial action, governmental regulations or investigation, or other requirements. Such Party shall, to the extent allowed or permitted by the applicable judicial action, governmental regulation or investigation or other requirements, promptly notify the Party that furnished the Confidential Information prior to any such disclosure, and reasonably cooperate (at the request and expense of the furnishing Party) with the furnishing Party to contest or limit such disclosure. 10. FORCE MAJEURE

In the event that either Party shall be totally or partially unable to fulfill one or more of its obligations hereunder as a result of acts or occurrences beyond the control of the Party affected, such as, but not limited to, actions, omissions or impositions by local, state or federal governmental authorities, fire, flood, earthquake or other natural disasters, acts of God, revolution, strikes or fuel shortages, the Party so affected shall be totally or partially relieved from fulfilling its obligations under this Agreement during the period of such force majeure; provided, however, that the affected Party shall notify the other Party of the circumstances as soon as reasonably possible; and further provided that if such period of force majeure shall continue for a period of [***] or more, the Party not affected shall be entitled to terminate this Agreement by giving notice to take effect immediately. The foregoing shall not relieve either Party of any obligation to make payments required pursuant to this Agreement in accordance with the terms hereof. Notwithstanding the foregoing, in the event there is a force majeure at either Heritage production facility, then the non-force majeure facility shall not be required to produce the total production quantities agreed upon for both facilities. However, the non-force majeure facility shall use commercially reasonable efforts to produce as much Product as possible for Premier during the force majeure period. Heritage shall not be responsible for any excess freight expense on Product incurred by Premier due to the force majeure. 11. TERMINATION

(a) This Agreement shall commence on the Effective Date and shall terminate automatically without notice on December 31, 2022, unless the Parties agree in writing to extend the term of the Agreement (the initial term and any renewal terms are referred to collectively herein as the Term). Either Party may terminate this Agreement immediately without notice should the other Party fail to cure, within [***] after receipt of written notice thereof, any material breach of its obligations or duties hereunder, provided, however that in the event of a material breach that cannot be cured within [***], a Party shall not be deemed in default if it commences curing such default within the [***] period, notifies the other Party of that commencement by e-mail, and thereafter cures such default within [***] of the original written notice thereof. The following provisions shall survive termination or expiration of this Agreement:

2(o) (warranties);

2(p)(q), 3(e) audit rights/access;

Schedule B (records);

7 (Indemnification); and

Section 8 (Risk of Loss and Insurance)

Section 9 (Confidentiality).

and Premier shall remain as an additional insured on the Heritage's policies, for [***]. If either Party shall file a voluntary petition in bankruptcy, be declared bankrupt, make an assignment for the benefit 9

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





of the creditors, or suffer the appointment of a receiver or a trustee of its assets, that Party shall be in breach of this Agreement and the other Party shall have the right to terminate this Agreement by giving written notice to take effect immediately.

(b) So long as Premier has satisfied its payment obligations to Heritage pursuant to Section 3, upon termination or expiration of this Agreement, any releasable Product in Heritage's possession shall be promptly delivered to Premier within [***]. In addition, Premier shall purchase all Products and ingredients, packaging and material Heritage has on hand and not previously billed to Premier at the time of the termination that are used solely for the production of the Products, if any exist. The ingredients, packaging, and materials used solely for Premier shall be so identified in Schedule C and shall not exceed a [***] supply as calculated based on the previous [***] usage for the material in question. If the vendor's minimum order quantity for a particular material exceeds a [***] supply, then Heritage shall obtain permission from Premier to order such quantity. If Premier grants permission to order the quantity greater than a [***] supply, then Heritage shall not be liable for the excess inventory of this particular material. The cost of all ingredients and packaging material to be purchased by Premier shall be [***]. In the event that Premier has defaulted in its payment obligations hereunder, and failed to cure such default following notice as set forth in Section 11(a), Heritage shall have no obligation to deliver such releasable Product to Premier. In no event, however, shall Heritage have the right to resell or otherwise use the releasable Product held in its custody. 12. GOVERNING LAW

Venue for any litigation arising out of this Agreement shall be in any court of competent jurisdiction located in San Francisco, California. The Parties hereby submit to the jurisdiction of that state for such purposes. All matters relating to this Agreement, the rights of the Parties hereunder and the construction of the terms hereof shall be governed by the laws of the State of California, without regard to conflicts of laws principles. 13. NOTICES

Except as otherwise expressly set forth in this Agreement, all consents, authorizations, agreements, approvals, notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by documented overnight delivery services, or sent by facsimile or other electronic transmission service provided they are sent in a manner that provides confirmation of their receipt. Notices, demands, and communications to the respective Parties shall, unless another address is specified in writing, be sent to the address indicated below:

Notice to PREMIER:

VP Operations Premier Nutrition Corporation 188 Spear Street, Suite 600 San Francisco, CA 94608 Email: [***]

With a copy to General Counsel: Email: [***] 10

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





Notice to JASPER/HERITAGE:

Chief Financial Officer Stremicks Heritage Foods, LLC 4002 Westminster Avenue Santa Ana, CA 92703-1310 Email: [***]

With a copy to: President of Jasper Products, L.L.C. Email: [***] 14. CONFLICTING TERMS

The terms of this Agreement shall supersede and take precedent over any conflicting terms found in any purchase order issued by Premier or any invoice issued by Heritage. 15. NO WAIVER

The failure of either Party to assert a right hereunder or to insist upon compliance with any terms or condition of this Agreement shall not constitute a waiver of that right or excuse the subsequent performance or non-performance of any such term or condition by the other Party. 16. ENTIRE AGREEMENT AND HEADINGS

This Agreement, schedules or addenda attached hereto and incorporated herein, as amended from time to time, constitute the entire agreement of the Parties relating to the manufacture, packaging, storage, and shipping of the Products, and any prior or contemporaneous agreements or understandings relating thereto are superseded hereby. This Agreement may not be amended except by an instrument in writing duly executed on behalf of the Party against whom such amendment is sought to be enforced. All headings utilized herein are inserted for reference only and shall have no effect on the meaning or construction of any terms of this Agreement. Notwithstanding the above, Premier shall have the right to supplement, modify or amend, from time to time, the Specifications set forth on Schedule A attached hereto; provided, however, that no such modification or amendment shall become part of this Agreement until the same is delivered in writing to Heritage. All such modified products and their formulations are and shall remain the proprietary and sole property of Premier unless otherwise specified. 17. BINDING EFFECT

This Agreement, schedules or addenda attached hereto and incorporated herein, shall be binding upon and shall inure to the benefit of the Parties hereto and their respective assignees and successors in interest. This Agreement is not assignable or transferable by either Party, in whole or in part, without the prior written consent of the other Party; provided, however that Premier may assign this Agreement in the event that Premier is sold, merged into or with another entity, or undergoes a change in control. Change in control shall include without limitation (i) the cumulative sale, assignment or other transfer of voting or beneficial equity securities of Premier representing more than fifty percent (50%) of its voting or beneficial equity securities; (ii) Premier being a constituent party to a merger, reorganization or similar transaction; or (iii) a sale, assignment or other transfer of substantially all of Premier s assets or business. 18. NON-EXCLUSIVITY AND NON-COMPETITION

(a) Nothing herein shall be construed to create a requirements contract or to require Premier to purchase any Products, other than the Minimum Annual Order Volume as specified in 2 (c). Premier reserves the right to buy Products or similar product from other co-packers, manufacturers, or third-parties. 11

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





(b) [***] 19. ATTORNEY FEES

Should either Heritage or Premier be required to institute legal action to enforce any of its rights set forth in this Agreement, then the prevailing Party shall be entitled to reimbursement for all reasonable attorneys' fees and costs incurred as determined by the court in any such action. If Heritage or Premier become engaged in litigation (i) that is in any way connected with this Agreement and (ii) in which either or both of the Parties assert and file one or more claims against the other, the prevailing Party shall be entitled to an award of reasonable attorneys' fees, court costs and out-of-pocket expenses, as determined by the trial court. 20. INDEPENDENT CONTRACTOR

The relationship of Heritage to Premier under this Agreement shall be that of an independent contractor and no agency or employment relationship shall be implied by this Agreement. Accordingly, Heritage shall be responsible for payment of all taxes including federal, state and local taxes arising out of Heritage's activities under this Agreement, including, but not limited to, federal and state income tax, social security tax, unemployment insurance tax, and any other taxes or business license fees as required. 21. PRODUCT RECALLS

Premier shall have the sole right, exercisable in its discretion, to initiate and direct the content and scope of a recall, market withdrawal, stock recovery, product correction and/or advisory safety communication (any one or more referred to as a Recall Action) regarding the Products. At Premier's option, Premier can direct Heritage to, and upon such direction Heritage shall, conduct such Recall Action (and Heritage shall ensure Jasper's cooperation). Premier shall determine, in its sole discretion, the manner, text and timing of any publicity to be given such matters upon prior consultation with Heritage. In the event a Recall Action is initiated or directed by Premier, Heritage agrees to fully cooperate and take all such steps as are reasonably requested to implement the Recall Action in a timely and complete manner. Any and all action to be taken in connection with a Recall Action shall be in accordance with FDA policies and other applicable laws and regulations. Heritage shall bear all costs, fees and out-of-pocket expenses associated with any Recall Action which results from (i) Heritage's or Jasper's negligence or willful misconduct, (ii) Heritage's or Jasper's failure to comply with Product Specifications or the Post Holdings Quality Expectations Manual set forth on Schedule A, (iii) any breach of this Agreement by Heritage or (iv) ingredients or packaging materials purchased by Heritage or Jasper. In all other cases, Premier shall bear all costs associated with any Recall Action.

[Signature Page Next Following] 12

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized officer on the day and year first above written. PREMIER NUTRITION CORPORATION STREMICKS HERITAGE FOODS, LLC

BY: /s/ Darcy Davenport BY: /s/ Sam Stremick NAME (print): Darcy Davenport NAME (print): Sam Stremick TITLE: President TITLE: President DATE: 1/8/18 DATE: 1/8/18 13

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





[The schedules described below have been omitted pursuant to Item 601(a)(5) of Registration S-K.]

Schedules: A. Products Processing and Analytical Requirements B. HERITAGE Records C. Ingredients & Materials to be supplied by HERITAGE and PREMIER, waste allowance, pricing schedule and all other terms and conditions of sale. D. Premier Nutrition Contacts E. Post Holdings Quality Expectations Manual

Source: BELLRING BRANDS, INC., S-1, 9/20/2019 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Answer: 24567


Question: SPONSORSHIP AGREEMENT

THIS AGREEMENT, dated for reference March 13, 1996, is made

BETWEEN:

                  HEALTHCARE CAPITAL CORP., a corporation  incorporated pursuant                   to the laws of the  Province  of Alberta  and having an office                   located at 1120-595 Howe Street, Vancouver,  British Columbia,                   V6B 1N2

                                                                (the Issuer);

AND:

                  C.M. OLIVER & COMPANY LIMITED, a company amalgamated under the                   laws of British  Columbia,  having its head  office at the 2nd                   Floor, 750 West Pender Street,  Vancouver,  British  Columbia,                   V6C 1B5

                                                                (the Sponsor).

WHEREAS:

A. The Issuer wishes to distribute to residents of British  Columbia and Alberta units,  comprised  of one common  share and one share  purchase  warrant,  to be issued on the exercise of previously issued special  warrants,  on the terms and conditions  described  in the  prospectus  of the  Issuer  to be filed  with the British Columbia  Securities  Commission and the Alberta  Securities  Commission (the Prospectus);

B. The Sponsor is an investment dealer based in Vancouver and is a member of the Vancouver,  Alberta,  Toronto and Montreal  stock  exchanges  and of the Pacific District of the Investment Dealers Association of Canada, and is registered as a dealer under the Securities Act (British Columbia);

C. The Sponsor is prepared,  on and subject to the terms and  conditions of this Agreement, to conduct an investigation of the organization, management, business and affairs of the Issuer,  sufficient to enable it to sign the  certificate for the final Prospectus of the Issuer.

THEREFORE, the parties agree:

1.                INTERPRETATION

1.1               Defined Terms

In this Agreement:

AG2432.386 [097]

                                                     - 2 -

                  (a)      Distribution  means the  distribution by the Issuer                            of the Units to holders of the  Securities  under the                            Prospectus  and   distribute  has  a  corresponding                            meaning;

                  (b)      Finders'   Special   Warrants   means  the  Special                            Warrants  issued  by the  Issuer  as a  finders'  fee                            pursuant  to a  private  placement  completed  by the                            Issuer on February 28, 1996;

                  (c)      Indemnified   Parties   means  the   Sponsor,   its                            affiliates and their respective directors,  officers,                            employees and agents;

                  (d)      Issuer means HealthCare Capital Corp.;

                  (e)      Marketing  Materials means any marketing  materials                            to be used in connection with the Offering;

                  (f)      material     change,     material     fact    and                            misrepresentation   have  the  respective  meanings                            assigned in the Securities Act (British Columbia);

                  (g)      Offering means the offering,  sale and distribution                            of the Securities pursuant to the Prospectus;

                  (h)      Prospectus means the final prospectus of the Issuer                            to  be  filed  with  the  Securities  Commissions  in                            connection with the Offering;

                  (i)      Related  Agreements means any contract which may be





                           regarded as material to the  purchase of  Securities,                            each   as   more   particularly   described   in  the                            Prospectus;

                  (j)      Securities  means the 1,870,000 Units of the Issuer                            issuable   pursuant  to  the  Special   Warrants  and                            additional   35,750  Units  of  the  Issuer  issuable                            pursuant to the  Finders'  Special  Warrants  offered                            under the Prospectus;

                  (k)      Securities Commissions means the Alberta Securities                            Commission  and  the  British   Columbia   Securities                            Commission;

                  (l)      Securities  Law means  collectively  the applicable                            laws,  regulations,  policies and prescribed forms of                            Alberta   and  British   Columbia   relating  to  the                            distribution of the Securities;

                  (m)      Security Holder means any person whose subscription                            for  Securities  is accepted  by the  Issuer,  or any                            subsequent transferee or successor of such person;

                  (n)      Sponsor means C.M. Oliver & Company Limited; and

AG2432.386 [097]

                                                     - 3 -

                  (o)      Special  Warrants  means  the  outstanding  special                            warrants  of the  Issuer  each such  special  warrant                            entitling the acquisition of one common share and one                            non-transferable  share purchase  warrant to purchase                            one  additional  common  share in the  capital of the                            Issuer.

1.2               Accounting Terms

Any  accounting  terms used  herein  which are not  specifically  defined in the preceding  section 1.1 shall be construed in accordance with generally  accepted Canadian accounting principles.

1.3               Number and Gender

Words  importing  the singular  number  include  plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

1.4               Headings

The  division  of  this  Agreement  into  sections,   subsections,   paragraphs, subparagraphs, schedules and clauses, and the insertion of headings and captions are for  convenience  of reference  only and do not affect the  construction  or interpretation of this Agreement.

1.5               Severability

Any  provision  of this  Agreement  which  may be found to be  prohibited  by or unenforceable  pursuant  to the  laws  of any  jurisdiction  shall,  as to  such jurisdiction,   be  ineffective  to  the  extent  of  such  unenforceability  or prohibition without invalidating the remaining terms and provisions hereof.

1.6               Certificates and Certified Copies

Whenever in this  Agreement  reference is made to a  certificate  or a certified copy to be delivered by a party,  unless specifically  provided otherwise,  such certificate  or certified  copy must be executed by an officer of the party who, by virtue of his office,  is familiar  with the subject of such  certificate  or certified copy and shall certify the completeness, truth and accuracy thereof as of the date of such certificate or certified copy.

1.7               Governing Law

This  Agreement is governed by, and will be construed in  accordance  with,  the laws of British Columbia, Canada.

1.8               Entire Agreement

AG2432.386 [097]

                                                     - 4 -

This Agreement,  including any thing expressly incorporated by reference herein, contains all the terms and  conditions  in  connection  with the subject  matter hereof and no other agreements,  written or oral, respecting such subject matter





shall be deemed to exist or to bind any party.

1.9               Currency References

All dollar amounts  referred to in this Agreement are in Canadian dollars unless otherwise specifically provided.

2.                APPOINTMENT OF SPONSOR

2.1               Appointment of Sponsor

The Issuer  appoints  the  Sponsor as sponsor of the  Offering  and the  Sponsor accepts  the  appointment  and agrees to act as sponsor of the Issuer  under the Prospectus on the terms of this Agreement.

2.2               Duties of Sponsor

As sponsor of the Issuer  under the  Prospectus,  the  Sponsor  will  conduct an investigation  of the  organization,  management,  business  and  affairs of the Issuer sufficient,  in its sole discretion, to enable it to determine whether or not it is able to sign the certificate of the Prospectus.

2.3               Signature of Certificate

If,  following  the  investigation  referred to in  subsection  2.2, the Sponsor determines  in its sole  discretion  that it is able to do so, the Sponsor  will sign the  certificate for the  Prospectus,  certifying  that, to the best of its knowledge,  the  Prospectus  contains  full,  true and plain  disclosure  of all material facts relating to the Securities.

2.4               Review of Business

The Issuer will provide,  or cause to be provided,  to the Sponsor,  its counsel and its agents a reasonable  opportunity to conduct such full and  comprehensive review of its business,  capital,  finances,  operations  and  principals as the Sponsor,  in  its  sole  discretion,   considers  reasonably  necessary  in  the circumstances.

2.5               Sponsor's Fee

For the  services  of the  Sponsor as sponsor  of the  Offering  and as full and complete  compensation  therefor,  the Issuer will pay to the Sponsor the sum of $32,100  (inclusive  of  Goods  and  Services  Tax),  the  receipt  of  which is acknowledged by the Sponsor.

AG2432.386 [097]

                                                     - 5 -

3.                REPRESENTATIONS AND WARRANTIES

3.1               Representations and Warranties of the Issuer

The Issuer represents and warrants to the Sponsor that:

                  (a)      Status of the Issuer

                           The  Issuer,  and  each  of  its  subsidiaries,  is a                            corporation duly  incorporated,  validly existing and                            in good  standing  under the  respective  laws of the                            jurisdiction  of its  incorporation  and each has all                            requisite  power and authority and holds all material                            licences,  certificates,  consents, permits and other                            authorizations as are necessary to enable it to carry                            on  its   proposed   business  as  disclosed  in  the                            Prospectus.

                  (b)      Regular Business

                           The business of the Issuer and its subsidiaries  have                            been  carried  on,  in  all  material  respects,   as                            contemplated   by  and   in   compliance   with   the                            requirements of their respective constating documents                            and in compliance with all applicable laws, rules and                            regulations,  and  neither  the Issuer nor any of its                            subsidiaries  is in breach of or in default under any                            mortgage,  note,  indenture,   contract,  instrument,                            lease or other document or agreement to which it is a                            party.

                  (c)      Corporate and Partnership Authority

                           The execution, delivery and performance by the Issuer                            of this  Agreement and the Related  Agreements,  when                            executed and  delivered,  to which it is or will be a                            party are within the  Issuer's  powers,  have been or                            will have been, at the time of execution and delivery                            thereof,  duly authorized by all necessary  corporate





                           action  and  do  not  and  will  not  contravene  its                            constating documents or any provision of any contract                            binding on it.

                  (d)      Claims and Potential Claims

                           To  the  knowledge  of  the  Issuer,  no  litigation,                            proceeding or  investigation is pending or threatened                            before any court,  agency,  arbitrator  or  otherwise                            which will or might reasonably result in any material                            adverse change in the business, affairs or properties                            or conditions  (financial or otherwise) of the Issuer                            or any of its  subsidiaries or which might reasonably                            result in any  material  liability on the part of the                            Issuer or any of its subsidiaries.

AG2432.386 [097]

                                                     - 6 -

                  (e)      Prospectus

                           The Prospectus  complies with the requirements of the                            Securities   Law  in  all  material   respects.   The                            Prospectus does not contain any  misrepresentation or                            any untrue  statement of a material  fact or omit any                            statement  or  information,  the  omission  of  which                            constitutes a misrepresentation, or omit to state any                            material  fact  required to be stated or necessary to                            make any  statement  contained  therein  not false or                            misleading in light of the  circumstances in which it                            is made and all information and statements  contained                            in the Prospectus are true and correct.  In addition,                            all  information  and  statements  contained  in  the                            Prospectus constitute full, true and plain disclosure                            of all material facts.

                  (f)      Financial Statements

                           The financial  statements of the Issuer  contained in                            the  Prospectus   accurately  reflect  the  financial                            position of the Issuer on a consolidated basis at the                            dates thereof and there have been no adverse material                            changes in the  financial  position  of the Issuer or                            any of its  subsidiaries  since the respective  dates                            thereof, except as fully and plainly disclosed in the                            Prospectus.

                  (g)      Representations and Warranties

                           The  representations and warranties in this Agreement                            are true and will  remain  true as of the date of the                            Prospectus.

3.2               Representations and Warranties of the Sponsor

The Sponsor represents and warrants to the Issuer that:

                  (a)      Corporate Status

                           It  is  a  corporation  duly   amalgamated,   validly                            existing  and in  good  standing  under  the  laws of                            British Columbia.

                  (b)      Corporate Authority

                           The  execution,   delivery  and  performance  by  the                            Sponsor of this  Agreement  is within  the  Sponsor's                            corporate  powers,  has been duly  authorized  by all                            necessary corporate action and does not contravene:

                           (i)      the  memorandum  or articles of the Sponsor;                                     or

                           (ii)     any law; or

AG2432.386 [097]

                                                     - 7 -

                           (iii)    any provision of any other contract  binding                                     on the Sponsor.

                  (c)      Governmental Approvals





                           Except for compliance  with the  requirements  of the                            Securities Law, no authorization or approval or other                            action  by  and  no  notice  to or  filing  with  any                            governmental authority or regulatory body is required                            for the due  execution,  delivery and  performance by                            the Sponsor of this Agreement.

3.3               Survival of Representations and Warranties

Each of the parties  hereto  acknowledges  that the other parties are relying on each of the representations  and warranties  addressed to such other parties set forth in section 3.1 or 3.2, as the case may be, and any representations made in any  certificate  issued to such other parties in connection with this Agreement notwithstanding  any  investigations  heretofore or hereafter made by such other parties  or their  counsel  or  representatives.  All such  representations  and warranties  shall not merge in or be  prejudiced  by,  and shall  survive  for a period of three years from the completion of the distribution of the Units.

4.                COVENANTS OF THE ISSUER

The Issuer covenants with the Sponsor that:

                  (a)      it will  take all such  acts  and  execute,  file and                            deliver all such documents,  amendments,  notices and                            information   as  may  be   necessary  to  cause  the                            purchasers of Securities to become  Security  Holders                            of the Issuer;

                  (b)      it will  execute  or  procure  the  execution  of all                            documents  and use its best  efforts to take or cause                            to  be  taken  all  steps  which  may  be  reasonably                            necessary  to enable  the  transactions  contemplated                            herein to be completed;

                  (c)      it will notify the Sponsor promptly in writing of the                            full  particulars  of any  material  change,  whether                            actual,  anticipated or  threatened,  in any material                            fact stated or referred to in the Prospectus or which                            would result in an omission  from the  Prospectus  to                            state a material fact necessary to make any statement                            contained  therein  not  misleading  in  light of the                            circumstances in which it is made;

                  (d)      during the period of  distribution,  distribution  to                            the public or primary  distribution to the public (as                            contemplated   by   the   Securities   Law)   of  the                            Securities,  it will advise the  Sponsor  promptly of                            any  request of any  securities  commission  or other                            securities   authority  for  a  cease  trading  order                            relating to the Securities,  or of the institution or                            threat of  institution  of any  proceedings  for that                            purpose, or of the receipt by it, or its counsel

AG2432.386 [097]

                                                     - 8 -

                           of any  material  communication  from any  securities                            commission or other securities  authority relating to                            the  Prospectus  or  any  supplements  or  amendments                            thereto;

                  (e)      upon the occurrence of a material  change,  it shall,                            to the  satisfaction of the Sponsor,  promptly comply                            with all  applicable  filing  and other  requirements                            under the Securities Law as a result of such material                            change;

                  (f)      the Securities, when issued, will have the attributes                            described in the Prospectus; and

                  (g)      it  will  deliver  or  cause  to  be  delivered   all                            documents,   including   legal   opinions,   required                            hereunder and by the Prospectus.

5.                EXPERT OPINIONS

The Issuer shall deliver to the Sponsor on the date of filing the Prospectus:

                  (a)      a  letter  dated  as of a  date  not  more  than  one                            Business Day prior to the date of the Prospectus,  in                            form and substance  satisfactory to the Sponsor, from                            the then current auditor of the Issuer:

                           (i)      stating that, in such auditor's opinion, the                                     financial  statements  and notes  thereto of                                     the Issuer  examined by them and included in                                     the Prospectus covered by his report therein                                     comply as to form in all  material  respects





                                    with the applicable accounting  requirements                                     of the Securities Law; and

                           (ii)     stating that, in such auditor's opinion, the                                     balance sheet of the Issuer  examined by the                                     auditor and included in the  Prospectus  and                                     covered by his report therein complies as to                                     form  in  all  material  respects  with  the                                     applicable  accounting  requirements  of the                                     Securities Law; and

                           (iii)    addressing  such other  matters  relating to                                     the financial  information in the Prospectus                                     to which the Sponsor may reasonably  require                                     comfort;

                  (b)      a  favourable  legal  opinion,  in form  and  content                            reasonably satisfactory to the Sponsor, by counsel to                            the  Issuer  dated  the  date of the  Prospectus  and                            addressed  to the  Sponsor,  relating  to such  legal                            matters  as  the  Sponsor  may  reasonably   request,                            including, without limitation, certain of the matters                            in section 3.1, title to the Issuer's  property,  and                            matters pertaining to the Securities Law;

AG2432.386 [097]

                                                     - 9 -

                  (c)      a certificate of the Issuer certifying  certain facts                            relating  to the  business  of the  Issuer,  and  its                            affairs  as  may  be  reasonably   requested  by  the                            Sponsor; and

                  (d)      any other  certificates,  comfort letters or opinions                            in  connection   with  any  matter   related  to  the                            Prospectus  which  are  reasonably  requested  by the                            Sponsor or their legal counsel.

6.                TERMINATION

6.1               Term of Agreement

This Agreement shall  terminate and,  subject to the provisions set forth below, be of no further  force or effect on the exercise by the Sponsor of its right to terminate  this Agreement as provided in subsection  6.2,  provided that, in any event,  sections  3, 7 and 8 and, in the event that such  termination  occurs by virtue of paragraph  6.2(b),  subsection 2.5 shall not terminate  (except as set forth  therein)  and shall  continue in full force and effect for the benefit of the Sponsor or the other parties to this Agreement, as the case may be.

6.2               Termination of Agreement

The Sponsor may, at its sole option,  terminate this Agreement at any time prior to the  issuance  of a  receipt  for  the  Prospectus  by all of the  Securities Commissions by notice in writing to the Issuer if:

                  (a)      any  representation  or warranty made by or on behalf                            of the Issuer herein or in any certificate  delivered                            in connection with this Agreement proves to have been                            incorrect in any material respect when made;

                  (b)      any material adverse change occurs in the business or                            financial  condition  of  the  Issuer  or  any of its                            subsidiaries;

                  (c)      the  Issuer  breaches  or fails to perform or observe                            any of the covenants or agreements to be performed or                            observed by it hereunder;

                  (d)      any order  operating  to  restrict,  prevent or cease                            trading   in  the   Securities   is  made  under  the                            Securities Law;

                  (e)      any  inquiry  or  investigation,  whether  formal  or                            informal,  is commenced or threatened by a securities                            commission  against  the  Issuer  or  its  directors,                            officers or agents; or

                  (f)      any of the  conditions set forth in section 5 are not                            satisfied.

AG2432.386 [097]





                                                     - 10 -

6.3               Obligations of Sponsor Clarified

For greater certainty, the Sponsor is obligated under this Agreement, subject to subsection 6.2, only to perform the investigation referred to in subsection 2.2, and nothing in this Agreement will obligate the Sponsor to sign the  certificate for the Prospectus,  unless, in its sole discretion, it considers itself able to do so.

7.                COSTS, EXPENSES AND TAXES

Whether or not the Sponsor signs the  certificate as  contemplated in subsection 2.3,  the  Issuer  will bear the  costs  and  expenses  in  connection  with the Offering, the preparation,  execution and delivery of this Agreement, amendments to the Prospectus and the other documents to be delivered hereunder,  including, without limitation:

                  (a)      the  reasonable  fees and  out-of-pocket  expenses of                            counsel for the Sponsor with respect  thereto  (which                            fees,  not  including  expenses  and  taxes,  are not                            expected to exceed $15,000 but may after consultation                            with and receipt of the prior approval of the Issuer)                            and with  respect to  advising  the Sponsor as to its                            rights and responsibilities under this Agreement;

                  (b)      fees  and  costs of  preparing  and  reproducing  the                            Prospectus,  any  amendments  thereto  and any  other                            Marketing Materials prepared by the Issuer;

                  (c)      filing fees in connection  with  compliance  with the                            Securities Law;

                  (d)      all costs and expenses  associated  with obtaining an                            assessment  report in  compliance  with Interim Local                            Policy   Statement  3-17  of  the  British   Columbia                            Securities Commission, if required; and

                  (e)      all costs and expenses,  if any (including reasonable                            counsel fees and  expenses),  in connection  with the                            enforcement   of  this   Agreement,   and  the  other                            documents to be delivered hereunder.

8.                INDEMNIFICATION

8.1               Indemnification of Indemnified Parties

The Issuer  shall and does hereby  indemnify  and save the  Indemnified  Parties harmless from and against any liability,  claim, demand or loss,  excluding loss of  profits,  which the  Indemnified  Parties may  suffer,  whether  pursuant to statute or otherwise, howsoever arising, in consequence of:

AG2432.386 [097]

                                                     - 11 -

                  (a)      any  statement  or  omission  in the  Prospectus,  or                            otherwise made or omitted by the Issuer in connection                            with the  Offering,  being or being  alleged  to be a                            misrepresentation;

                  (b)      the  Issuer not  complying  with any  requirement  of                            applicable   legislation  of  Canada  or  of  British                            Columbia or Alberta; or

                  (c)      any  order  made  or any  inquiry,  investigation  or                            proceeding commenced,  threatened or announced by any                            securities  regulatory  authority or other  competent                            authority  in  British  Columbia,  Alberta or Ontario                            which prevents or restricts trading in or the sale or                            distribution  in British  Columbia and Alberta of the                            Securities.

8.2               Right to Counsel

If any  claim  contemplated  by this  section  is  asserted  against  any of the Indemnified  Parties,  the Issuer shall be entitled (but not required) to assume the defence on behalf of the Indemnified  Parties of any suit brought to enforce such claim,  provided that the defence shall be through legal counsel acceptable to the  Indemnified  Parties and no admission of liability  shall be made by the Issuer or the  Indemnified  Parties  without,  in each case,  the prior  written consent of all the parties hereto, such consent not to be unreasonably withheld. Any of the Indemnified  Parties shall have the right to employ separate  counsel in any such suit and participate in the defence  thereof,  at the expense of the Issuer.

8.3               Indemnity





The  indemnity  provided  for in this  section  will not be limited or otherwise affected by any other indemnity obtained by the Sponsor from any other person in respect of any matters  specified in this  Agreement  and will  continue in full force and effect until all possible  liability of the Sponsor arising out of the transactions  contemplated  by  this  Agreement  has  been  extinguished  by the operation of law.

9.                NOTICES

Any notice  required or permitted to be given  hereunder shall be in writing and be given by personal service, telex, telegram, telecopy or by registered letter, with postage fully prepaid, to the address set forth below:

AG2432.386 [097]

                                                     - 12 -

                  (a)      if to the Issuer at:

                           HealthCare Capital Corp.                            c/o Ballem MacInnes                            Barristers and Solicitors                            First Canadian Centre                            1800, 350-7th Avenue S.W.                            Calgary, Alberta                            T2P 3N9                            Attention:       William DeJong                            Telephone:       (403) 292-9800                            Fax:             (403) 233-8979

                  (b)      if to the Sponsor at:

                           C.M. Oliver & Company Limited                            2nd Floor, 750 West Pender Street                            Vancouver, B.C.                            V6C 1B5                            Attention:       Lyle Davis                            Telephone:       (604) 668-6700                            Fax:             (604) 681-8964

Any notice  delivered  personally  or by telex,  telegram or  telecopy  shall be deemed to be received by and given to the addressee on the day of delivery.  Any notice mailed as aforesaid shall be deemed to have been received by and given to the addressee on the fifth  Business Day following the date of mailing except in the event of a  disruption  of postal  service,  in which event  notice shall be delivered  personally  or given by telex,  telegram or  telecopy.  Either  party hereto may designate a new address by giving written notice thereof to the other party at least ten days in advance of the effective date of such designation.

10.               MISCELLANEOUS

10.1              Amendments, Etc.

No amendment or waiver of any  provision  of this  Agreement  nor consent to any departure by the Issuer  therefrom shall in any event be effective  unless it is in writing and signed by the  Sponsor  and then such  waiver or consent  will be effective only in the specific  instance and for the specific  purpose for which given.

10.2              Time

Time shall be of the essence of this Agreement.

AG2432.386 [097]

                                                     - 13 -

10.3              Binding Effect

This  Agreement  is binding  upon and enures to the  benefit of the  parties and their  respective  successors and assigns,  and no party shall have the right to assign its rights  hereunder or any interest  herein  without the prior  written consent of the other parties.

10.4              Governing Law

This Agreement  will be governed by the law of British  Columbia and the parties attorn to the  non-exclusive  jurisdiction of the courts of British Columbia for the resolution of all disputes arising in connection with this Agreement.

11.               EXECUTION IN COUNTERPART





This  Agreement may be executed by any party in two or more  counterparts,  each such  counterpart  will be deemed to be an original,  and all such  counterparts taken together will constitute one and the same agreement.

IN WITNESS of this  Agreement,  the parties  have  executed and  delivered  this Agreement as of the date given above.

HEALTHCARE CAPITAL CORP.

By:      /s/ Douglas F. Good Title:   Chief Financial Officer

C.M. OLIVER & COMPANY LIMITED

By:      /s/ C. M. O'Brian Title:   Chairman

AG2432.386 [097] 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?

Answer: 33787


Question: EXHIBIT 10.18

                             SPONSORSHIP AGREEMENT

This Sponsorship Agreement (Agreement) is entered into as of the 14th day of May, 1999 (Effective Date), by and between Intuit Inc. a Delaware corporation, located at 2550 Garcia Ave., Mountain View, California 94043 (Intuit), and Stamps.com Inc., a Delaware corporation, located at 2900 31st Street, Suite 150, Santa Monica, CA 90405-3035 (Client).

                                   RECITALS

A.   Intuit maintains sites on the Internet at http://www.quicken.com (the      Quicken.com Site) and at http://www.quickbooks.com (the QuickBooks                                 -------------------------      Site), and owns, manages or is authorized to place advertising on the      following affiliated Web sites worldwide http://www.quicken.excite.com                                               -----------------------------      (Excite Money & Investing Site), http://www.quicken.webcrawler.com                                         ---------------------------------      (WebCrawler Money & Investing Site), and http://www.quicken.aol.com                                                 --------------------------      (AOL.com Personal Finance Site) (all such sites, including the      Quicken.com Site and QuickBooks Site, collectively referred to as the      Intuit Sites). Within the Intuit Sites, content is organized into topical      channels (Channels).

B.   Intuit maintains the Quicken'99 software product into which Banner      Advertisements are served (Quicken Software).

C.   Client is engaged in the business of the sale and delivery of electronic      postage at its Web site located at http://www.stamps.com (the Client      Site).

D.   Client wishes to promote its business to users of the Intuit Sites through      promotions and advertising in various portions of the Intuit Sites.

Therefore, the parties agree as follows:

1.   ADDITIONAL DEFINITIONS

1.1  Above-the-Fold means the portion of a page that is designed to be visible      on a standard computer screen with a resolution of 640 pixels by 480 pixels      without requiring the user to scroll horizontally or vertically through the      page.

1.2  Banner Advertisement means advertisements consisting of billboard-like      graphics displayed in a standardized specific location on the Intuit Sites,      which advertisements click-through to the Client Site, or such other      address mutually agreed upon by the parties from time to time.

1.3  Channel Home Page means, with respect to any Channel the introductory or      welcome page for such Channel.

1.4  Client Competitor means any of the entities listed on Exhibit A to this      Agreement, as such list may be amended by mutual agreement by the parties,      provided such entity derives any of its annual gross revenues from the sale      or delivery of electronic postage or postage meters.

1.5  Client Graphic means those mutually agreed upon graphics, artwork, logos,      descriptions and other material provided by Client for use on the Intuit      Sites.

1.6  Impression is generated where a User's browser software requests a file      via the World Wide Web service of the Internet, where such file contains a      Banner Advertisement or Link.

                                       1

1.7  Launch Date means [***]                           ---

1.8  Link means a hypertext text and/or graphic link from the Intuit Sites to      the Client's Site.

1.9  Net Transaction Revenues means the aggregate amount of transaction fees      received by Client during the Term from a New Customer for the purchase of      U.S. postage from Client by such New Customer, less amounts attributable to      taxes, shipping, returns, bad debt, handling, credit card charges and      similar charges (collectively, Deductions).  Notwithstanding the      foregoing, such Deductions, with the exception of credit card charges,      shall not exceed an aggregate of [***] of such transaction fees.                                        ---

1.10 New Customer means a User who (a) registers for Client's service using a      unique credit card number, electronic mail address or name not previously      received by Client, and (b) purchases U.S. postage from Client's service.

1.11 Sponsor Client Graphic means a Client Graphic which indicates Client as      a Sponsor with respect to the sale or delivery of electronic postage,





     which graphics click-through to the Client Site, or such other address      mutually agreed upon by the parties from time to time.

1.12 User means any person or entity that accesses one or more pages on the      Intuit Sites and is transported via the World Wide Web from the Intuit Site      to the Client's Site.

2.   SMALL BUSINESS CHANNEL PROMOTION

2.1  Promotions. Commencing on the Launch Date and continuing throughout the      ----------      Term, Intuit shall promote Client on the Small Business Channel of the      Quicken.com Site, Excite Money & Investing Site and WebCrawler Money &      Investing Site as follows:

     2.1.1  A Sponsor Client Graphic consisting of 160x40 pixels shall be             rotated amongst the following pages (or their successor pages, if             any): (1) Starting a Business page, (2) Managing your Business             page, (3) Marketing page, (4) Legal Issues page, and (5) Taxes             & Accounting page. Each such Sponsor Client Graphic shall be Above             the Fold.

     2.1.2  A Sponsor Client Graphic of 88x31 pixels to be found at the bottom             of each page where a sponsorship strip exists.

     2.1.3  A text Link to be located Above-the-Fold in a text sponsor bar on             the Small Business Channel home page of the Quicken.com Site,             Excite Money & Investing Site and WebCrawler Money & Investing Site.

     2.1.4  A text Link on the Products & Promos area of the Small Business             Channel Home Page of the Quicken.com Site, Excite Money & Investing             Site and WebCrawler Money & Investing Site.

     2.1.5  A Sponsor Client Graphic consisting of a minimum number of pixels             mutually agreed upon by the parties, will appear on the Small             Business Mailing/Shipping, OnLine Postage page in the Small             Business Channel, when such page is made publicly available on the             applicable Intuit Sites. Such graphic shall be displayed in a             position mutually agreed upon by the parties.

2.2  Email Promotions. Intuit will place a Sponsor Client Graphic consisting of      ----------------      a minimum of 234x60 pixels, with a mutually agreed upon text in two (2)      mutually agreed upon, small business email newsletters sent by Intuit, to      all its registered small business users who have elected to receive such      newsletter (Small Business Newsletters).  Client shall be the only      sponsor in each Small Business Newsletter.  For the avoidance of doubt, it      is understood that the Small Business Newsletters shall not contain      advertisements

- -----------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       2

     (excluding any editorial content or directory listings which include third      parties that are not Client Competitors) for any entity, other than Client.

2.3  Additional Banner Advertisements. Commencing on the Launch Date and      --------------------------------      continuing throughout the Term, Intuit will include on the Quicken.com      Site, Banner Advertisements consisting of 468x60 pixels.

2.4  Total Small Business Impressions. Intuit estimates but does not guarantee      --------------------------------      to deliver [***] Impressions of Client's Banner Advertisements, Client                  ---      Graphics and Links described in this Section 2 during the entire Term of      this Agreement. Intuit acknowledges it is Client's preference to have      Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

3.   [***] PROMOTION       ---

3.1  Promotions. Commencing on the day after the date on which the [***]      ----------                                                     ---      available and continuing throughout the Term, Intuit shall promote Client      on the [***] of the Quicken.com Site, Excite Money & Investing Site,              ---      WebCrawler Money & Investing Site, and AOL.com Personal Finance Site as      follows:

     3.1.1  A Sponsor Client Graphic of a pixel size mutually agreed upon by the             parties, shall be rotated throughout the Features and Deals area.             Each such Sponsor Client Graphic shall be Above the Fold.





     3.1.2  A Sponsor Client Graphic of 88x31 pixels to be found at the bottom             of each page where a sponsorship strip exists.

3.2  Additional Banner Advertisements. Commencing on the Launch Date and      --------------------------------      continuing throughout the Term, Intuit will include on the Quicken.com      Site, Excite Money & Investing Site, WebCrawler Money & Investing Site, and      AOL.com Personal Finance Site, Banner Advertisements consisting of 468x60      pixels.

3.3  Total [***] Impressions. Intuit estimates but does not guarantee to deliver      -----------------------      [***] Impressions of Client's Banner Advertisements and Client Graphics       ---      described in this Section 3 during the entire Term of this Agreement.      Intuit acknowledges it is Client's preference to have Intuit deliver such      Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

4.   QUICKEN.COM SITE HOME PAGE PROMOTION

4.1  Promotions. Commencing on the Launch Date and continuing for a period of      ----------      six (6) months throughout the Term, as mutually agreed by the parties,      Intuit shall promote Client on the Quicken.com Site home page, with a      Sponsor Client Graphic of 88x31 pixels to be found at the bottom of such      home page.

4.2  Total Impressions. Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Client's Sponsor Graphics described in this Section 4 during      the period agreed upon by the parties.  If Intuit fails to deliver

- --------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       3

     such Impressions during the agreed upon time period, Intuit agrees to run      such promotions in equivalent areas and placement, as mutually agreed upon      by the parties until such Impressions have been delivered.

5.   QUOTES PLUS TAB EXCITE MONEY & INVESTING SITE PROMOTION

5.1  Promotions. Commencing on the Launch Date and continuing for a period of      ----------      six (6) months throughout the Term, as mutually agreed by the parties,      Intuit shall promote Client on the Quotes Plus tab within the      Investment Channel of the Excite Money & Investing Site with a Sponsor      Client Graphic of 160x40 pixels will be included Above the Fold at each of      the following Quotes Plus page tabs: (1) Insider Trading, (2)      Comparison, (3) Company Profile, (4) Broker Research, (5) Analysts,      and (6) Alerts.

5.2  Total Impressions. Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Client's Sponsor Graphics described in this Section 5 during      the period agreed upon by the parties. If Intuit fails to deliver such      Impressions during the agreed upon time period, Intuit agrees to run such      promotions in equivalent areas and placement, as mutually agreed upon by      the parties until such Impressions have been delivered.

6.   QUICKBOOKS SITE PROMOTION

6.1  Banner Advertisements. Commencing on the Launch Date and continuing      ---------------------      throughout the Term, Intuit will include Banner Advertisements consisting      of 468x60 pixels on the QuickBooks Site.

6.2  Total Impressions: Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Banner Advertisements described in this Section 6 during the      Term of this Agreement. Intuit acknowledges it is Client's preference to      have Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

7.   QUICKEN SOFTWARE PROMOTION





7.1  Banner Advertisements. Commencing on the Launch Date and continuing      ---------------------      throughout the Term, Intuit will serve Banner Advertisements consisting of      468x60 pixels into the Quicken Software.

7.2  Total Impressions: Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Banner Advertisements described in this Section 7 during the      Term of this Agreement. Intuit acknowledges it is Client's preference to      have Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

8.   LAUNCH DATE, RESPONSIBILITY FOR INTUIT SITES AND REPORTING

8.1  Client Obligations.  Client will use reasonable efforts to assist Intuit in      ------------------      implementing the promotional placements and advertising described in the      Agreement.  The parties recognize that the Launch Date can be met only if      Client provides final versions of all Client Graphics, text, Banner      Advertisements and other promotional media and valid URL links necessary to      implement the promotional placements and

- ------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       4

     advertising described in this Agreement (collectively, Impression      Material) to Intuit at least ten (10) days prior to the Launch Date.

8.2  Untimely Delivery Options. In the event that Client fails to provide the      -------------------------      Impression Material to Intuit at least ten (10) days in advance of the      Launch Date, Intuit may, at its sole discretion (i) reschedule the Launch      Date to the earliest practicable date according to the availability of      Intuit's engineering resources after delivery of the complete Impression      Material or (ii) commence delivery of Impressions based on Impression      Material in Intuit's possession at the time and/or reasonable placeholders      created by Intuit.

8.3  Intuit Sites.  Intuit will have sole responsibility for providing, hosting      ------------      and maintaining, at its expense, the Intuit Sites.  Subject to the terms      and conditions set forth herein, including without limitation, the      obligations of Intuit set forth in Sections 2-7, Intuit will have sole      control over the look and feel of the Intuit Sites including, but not      limited to, the display, appearance and placement of the parties'      respective names and/or brands and the promotional links.  Notwithstanding      the above, Client acknowledges that the Banner Advertisements may be served      by a third party authorized by Intuit (Authorized Advertisement Server)

8.4  Reports. Intuit or its Authorized Advertisement Server will provide Client      -------      with monthly reports (Usage Reports) substantiating the number of      Impressions of Client's Banner Advertisements, Client Graphics, Sponsor      Client Graphics and Links displayed on the Intuit Sites, the total number      of click-throughs generated by each such advertisement or graphic, and such      other information as the parties shall mutually agree.

8.5  Records/Audit. Intuit will maintain accurate records with respect to the      -------------      calculation of Impressions delivered pursuant to this Agreement. Client      may, upon no less than thirty (30) days prior written notice to Intuit,      cause an independent Certified Public Accountant to inspect all relevant      records of Intuit upon which the calculation of Impressions under the Usage      Reports are based during Client's normal business hours. The fees charged      by such Certified Public Accountant in connection with the inspection will      be paid by Client unless the number of Impressions are determined to have      been less than ninety-five percent (95%) of the Impressions due to Client,      in which case Client will be responsible for the payment of the reasonable      fees for such inspection.   In addition, if the audit reveals such      shortfall in the number of Impressions generated, Intuit shall continue to      display Client's Banner Advertisements, Client Graphics, Sponsor Client      Graphics and Links on the Intuit Sites as set forth herein.  The audit      rights set forth herein shall continue for one (1) year following the      termination of this Agreement for any reason.  No such audit may occur more      than once a year during the Term.

9.   EXCLUSIVITY

     Throughout the Term Intuit will not place, and will not allow any party      acting on its behalf to place, any graphic, link or other form of      advertising or media on any page of the Quicken.com Site and/or on any page      on the AOL.com Personal Finance Site (other than the Channel Home Page),      which markets or promotes any electronic postage product, postage meter





     and/or service (Postage Products) offered by a Client Competitor.      Notwithstanding the above, Intuit may include editorial content or tools      about or from a Client Competitor and include Client Competitors in      directory listings.

10.  FEES

10.1 Sponsorship, Advertising and Exclusivity Fees.  Client will pay Intuit       ---------------------------------------------      sponsorship and advertising fees of $2,644,010 and an exclusivity fee of      $661,003.  Such fees shall be paid to Intuit as follows.  An initial fee of      $[***] shall be due and payable on the Effective Date.  The remaining        ---      balance of $[***] shall be paid to Intuit in 12 equal monthly installments                   ---      of [***]. Each monthly installment should be payable in advance and due no          ---      later than the fifth (5th) of the month.

- -------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       5

10.2 Transaction Fees.  Separate and apart from the fees in Subsection 10.1      above, at such time as Client has acquired [***] New Customers (the                                                  ---      Minimum Customer Number) Client will pay Intuit [***] of the Net                                                         ---      Transaction Revenues it receives from each New Customer acquired by Client      above the Minimum Customer Number (Transaction Fee).  Within fifteen (15)      days after the end of each month, Client will provide a monthly report (the      Transaction Fee Report) to Intuit. The Transaction Fee Report will report      the Net Transaction Revenue and Transaction Fees for such month. All      Transaction Fees due per the Transaction Fee Report will be paid with the      submission of such Report.

10.3 Records/Audit.  Client will maintain accurate records with respect to the      -------------      calculation of all Transaction Fees due under this Agreement.  Intuit may,      upon no less than thirty (30) days prior written notice to Client, cause an      independent Certified Public Accountant to inspect all relevant records of      Client upon which the calculation of such payments are based during      Client's normal business hours.  The fees charged by such Certified Public      Accountant in connection with the inspection will be paid by Intuit unless      the payments made to Intuit are determined to have been less than ninety-      five percent (95%) of the payments actually owed to Intuit, in which case      Client will be responsible for the payment of the reasonable fees for such      inspection. In addition, Client shall immediately remit payment to Intuit      for the full amount of any disclosed shortfalls.  The audit rights set      forth herein shall continue for one (1) year following the termination of      this Agreement for any reason. No such audit may occur more than once a      year during the Term.

10.4 Cost and Expenses.  Unless otherwise provided in this Agreement, each       ------------------      party shall bear its own costs and expenses in connection with its      activities performed under this Agreement.

11.  PUBLICITY

     Unless required by law, neither party will make any public statement, press      release or other announcement relating to the terms of or existence of this      Agreement without the prior written approval of the other.  Notwithstanding      the foregoing, the parties agree to issue a mutually acceptable initial      press release regarding the relationship between Intuit and Client, within      thirty (30) days of the Effective Date unless agreed otherwise by the      parties.

12.  TERM AND TERMINATION

12.1 Term. Unless otherwise terminated as specified in this Section 12, the      ----      term of this Agreement shall begin on the Effective Date and will not end      until the later of (a) twelve (12) months from the Launch Date; or (2) the      date Intuit displays a total of 176,717,916 Impressions in accordance with      the terms set forth herein (Term).

12.2 Termination. Either party may terminate this Agreement if the other party      -----------      materially breaches a material obligation hereunder and such breach remains      uncured for thirty (30) days following the notice to the breaching party of      the breach and the notifying party's intention to terminate.  All      undisputed payments that have accrued prior to the termination or      expiration of this Agreement for any reason will be payable in full within      thirty (30) days thereof.  In addition, upon the termination of this      Agreement by Client for any reason, a pro-rata amount of the Monthly      Payment Fee shall be refunded to Client calculated as follows: the Monthly      Payment Fee less the cost of the Impressions displayed for such month as of      the effective date of the termination, calculated on an average CPM basis.

12.3 Survival.  The provisions of Section 6.5, Section 10.3, Section 12.3,      --------





     Section 13.1, Section 14, Section 15, Section 16, Section 17, and Section      18 will survive any termination or expiration of this Agreement.

- ---------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       6

12.4 Renewal.  If Intuit elects to provide advertising, sponsorship or other      -------      promotional space on all or any portion of the Intuit Sites for a Client      Competitor, Intuit agrees to negotiate with Client in good faith regarding      such promotional opportunity.  In the event the parties fail to reach      agreement within ten (10) business days following the commencement of such      good faith negotiations (or such later date as the parties may agree to),      Intuit may offer the opportunity to any third party on terms and conditions      no less favorable then those offered to Client.

13.  TRADEMARK OWNERSHIP AND LICENSE

13.1 Ownership. Client will retain all right, title and interest in and to its      ---------      trademarks, service marks and trade names worldwide, subject to the limited      license granted to Intuit hereunder.  Intuit will retain all right, title      and interest in and to its trademarks, service marks and trade names      worldwide, subject to the limited license granted to Client hereunder.

13.2 License. Each party hereby grants to the other a non-exclusive, limited      -------      license to use its trademarks, service marks or trade names only as      specifically described in this Agreement.  All such use shall be in      accordance with each party's reasonable policies regarding advertising and      trademark usage as shall be established or changed from time to time in      each party's sole discretion.  Upon the expiration or termination of this      Agreement, each party will cease using the trademarks, service marks and/or      trade names of the other except as the parties may agree in writing or to      the extent permitted by applicable law.

14.  CONTENT OWNERSHIP

     Client will retain all right, title and interest in and to the Client Site      worldwide including, but not limited to, ownership of all copyrights, look      and feel and other intellectual property rights therein.  Intuit will      retain all right, title, and interest in and to the Intuit Sites worldwide      including, but not limited to, ownership of all copyrights, look and feel      and other intellectual property rights therein.

15.  CONFIDENTIALITY AND USER DATA

15.1 Definition. For the purposes of this Agreement, Confidential Information      ----------      means this Agreement, and all information about the disclosing party's (or      its suppliers') business or activities that is proprietary and      confidential, which shall include all business, financial, technical and      other information of a party marked or designated by such party as      confidential or proprietary at the time of disclosure.  In addition, the      Usage Reports are considered to be confidential to Intuit.

15.2 Exclusions. Confidential Information will not include information that (i)      ----------      is in or enters the public domain without breach of this Agreement, (ii)      the receiving party lawfully receives from a third party without      restriction on disclosure and without breach of a nondisclosure obligation,      (iii) the receiving party rightfully knew prior to receiving such      information from the disclosing party or (iv) the receiving party develops      independent of any information originating from the disclosing party.

15.3 Restrictions. Each party agrees (i) that it will not disclose to any third      ------------      party or use any Confidential Information disclosed to it by the other      except as expressly permitted in this Agreement and (ii) that it will take      all reasonable measures to maintain the confidentiality of all Confidential      Information of the other party in its possession or control, which will in      no event be less than the measures it uses to maintain the confidentiality      of its own information of similar importance.

15.4 User Data.  All information and data provided to Intuit by users of the      ---------      Intuit Sites or otherwise collected by Intuit relating to user activity on      the Intuit Sites shall be retained by and owned solely by Intuit.  All      information and data provided to Client by users of the Client Site or      otherwise collected by Client relating to user activity on the Client Site      shall be retained by and owned solely by Client.  Each party agrees to      usesuch information only as authorized by the user and shall not disclose,      sell, license, or otherwise transfer any such information to any third      party (except as required by law) or use the user information for the      transmission of junk mail, spam, or any other unsolicited mass      distribution of information.

                                       7

15.5 Limitations. Notwithstanding the foregoing, each party may disclose





     -----------      Confidential Information (i) to the extent required by a court of competent      jurisdiction or other governmental authority or otherwise as required by      law or (ii) on a need-to-know basis under an obligation of      confidentiality to its legal counsel, accountants, banks and other      financing sources and their advisors.

16.  WARRANTY/INDEMNITY/DISCLAIMER OF WARRANTIES

16.1 By Client. Client represents and warrants that (i) it has full power and      ---------      authority to enter into this Agreement; (ii) entering into and performance      of this Agreement by Client does not violate, conflict with, or result in a      material default under any other contract or agreement to which Client is a      party, or by which it is bound; and (iii) it has the right to make      available the services on the Client Site.

16.2 By Intuit.  Intuit represents and warrants that (i) it has full power and      ---------      authority to enter into this Agreement; (ii) entering into and performance      of this Agreement by Intuit does not violate, conflict with, or result in a      material default under any other contract or agreement to which Intuit is a      party, or by which it is bound; and (iii) it has the right to make      available on the Intuit Sites the Banner Advertisements, Sponsor Client      Graphics, Links and other advertisements placed hereunder.

16.3 By Client.  Client will defend and/or settle any third party claim brought      ---------      against Intuit, its affiliates, officers, directors, employees, consultants      and agents arising from:  (1) a breach of Client's representations or      warranties under Section 16.1; (2) any claim that Client's Impression      Materials infringe or violate any third party's copyright, U.S. patent,      trade secret, any patent outside of the US which Client has knowledge of,      or trademark; or (3) content provided by Client for the Client Site or the      products and services of Client offered on the Client Site, and will pay      resulting costs, damages and reasonable attorneys' fees finally awarded,      provided that Intuit promptly notified Client in writing of any and all      such claims.  Client has sole control of the defense and all related      settlement negotiations and Intuit reasonably cooperates with Client with      the defense and/or settlement thereof, at Client's expense.      Notwithstanding the foregoing, Client shall not, without Intuit's prior      written consent (which consent shall not be unreasonably withheld or      delayed), make any such settlement that imposes any obligation, financial      or otherwise, upon Intuit.  Intuit may not settle or compromise such claim,      action or allegation, except with the prior written consent of Client.      Intuit may have its own counsel in attendance at all proceedings and      substantive negotiations relating to such claim, action or allegation, at      Intuit's cost and expense.

16.4 By Intuit.  Intuit will defend and and/or settle any third party claim      ---------      brought against Client, its affiliates, officers, directors employees,      consultants and agents arising from (1) a breach of Intuit's      representations or warranties under Section 16.2; or (2) any claim arising      from the Intuit Sites other than content or services provided by Client,      and will pay resulting costs, damages and reasonable attorneys' fees      finally awarded, provided that Client promptly notifies Intuit in writing      of any and all such claims.  Intuit has sole control of the defense and all      related settlement negotiations, and Client reasonably cooperates with      Intuit with the defense and/or settlement thereof at Intuit's expense.      Notwithstanding the foregoing, Intuit shall not, without Client's prior      written consent (which consent shall not be unreasonably withheld or      delayed), make any such settlement that imposes any obligations, financial      or otherwise, upon Client.  Client may not settle or compromise such claim,      action or allegation, except with the prior written consent of Intuit.      Client may have its own counsel in attendance at all proceedings and      substantive negotiations relating to such claim, action or allegation, at      Client's costs and expense.

16.5 DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY      ----------      WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY      DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT      LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A      PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

17.  LIMITATION OF LIABILITY

     EXCEPT UNDER SECTIONS 15 AND 16, IN NO EVENT WILL EITHER PARTY BE LIABLE TO      THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER

                                       8

     BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,      WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH      DAMAGE.  THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES      HEREUNDER (EXCEPT UNDER SECTIONS 15 AND 16), WHETHER IN CONTRACT, TORT OR      ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS TO      BE PAID BY CLIENT TO INTUIT HEREUNDER.

18.  GENERAL

18.1 Assignment.  Neither party may assign this Agreement, in whole or in part,      ----------      without the other party's written consent (which will not be unreasonably





     withheld or delayed); provided however, that either party may assign its      rights and obligations hereunder in the event of a sale of all, or      substantially all of such party's assets related to this Agreement, whether      by merger, reorganization, operation of law or otherwise, or (2) either      party's assignment and/or delegation of its rights and responsibilities      hereunder to a wholly-owned subsidiary or joint venture in which the      assigning party holds an interest.  Any attempt to assign this Agreement      other than as permitted above will be null and void.  Subject to the      foregoing, this Agreement shall be binding upon and shall inure to the      benefit of both parties, their successors and permitted assigns.

18.2 Applicable Law and Jurisdiction.  This Agreement and the performance of      -------------------------------      the parties under this Agreement shall be governed by and construed in      accordance with the laws of the State of California, U.S.A., except that      body of law concerning conflicts of laws.  In any action relating to the      parties, the parties consent to jurisdiction in a state or federal court in      Santa Clara County, California.

18.3 Notice. Unless otherwise stated, all notices required under this Agreement      ------      shall be in writing and shall be considered given (i) when delivered      personally, (ii) within five (5) days of mailing, certified mail, return      receipt requested and postage prepaid (iii) one (1) day after deposit with      a commercial overnight carrier, or (iv) when delivered by facsimile      transmission.  All communications will be addressed as follows (unless      changed by notice):

          To Client:               Stamps.com                                    2900 31st Street, Suite 150                                    Santa Monica, CA 90405-3035                                    Attn: Vice President, Business Development

                                       9

          To Intuit:               If hand delivered or faxed:                                    --------------------------                                    Intuit Inc.                                    2535 Garcia Avenue MS 2550                                    Mountain View, California  94043                                    Attn:  General Counsel                                    Phone:  650.944.6000                                    Fax:  650.944.5656

                                   If mailed:                                    ---------                                    Intuit Inc.                                    P.O. Box 7850 MS 2550                                    Mountain View, CA  94039-7850                                    Attn:  General Counsel

18.4 No Agency.  The parties are independent contractors and will have no power      ---------      or authority to assume or create any obligation or responsibility on behalf      of each other.  This Agreement will not be construed to create or imply any      partnership, agency or joint venture.

18.5 Force Majeure.  Any delay in or failure of performance by either party      -------------      under this Agreement will not be considered a breach of this Agreement and      will be excused to the extent caused by any occurrence beyond the      reasonable control of such party including, but not limited to, acts of      God, power outages, failures of the Internet, and Client's failure to      obtain any necessary governmental approval required in connection with the      performance of its obligations hereunder.

18.6 Severability.  In the event that any of the provisions of this Agreement      ------------      are held to be unenforceable by a court or arbitrator, the remaining      portions of the Agreement will remain in full force and effect.

18.7 Entire Agreement.  This Agreement is the complete and exclusive agreement      ----------------      between the parties with respect to the subject matter hereof, superseding      any prior agreements and communications (both written and oral) regarding      such subject matter.  This Agreement may only be modified, or any rights      under it waived, by a written document executed by both parties.

18.8 Counterparts.  This Agreement may be executed in counterparts, each of      ------------      which will serve to evidence the parties' binding agreement.

Client:  Stamps.com Inc.                 Intuit Inc.          ---------------

By:     __________________________       By:    _______________________

Name:   __________________________       Name:  _______________________

Title:  __________________________       Title: _______________________

Date:   __________________________       Date:  _______________________





                                       10

                                   EXHIBIT A

                              CLIENT COMPETITORS

E-Stamp

Pitney Bowes

Neopost

United States Postal Service Francotype Postalia Ascom

The parties shall meet on a quarterly basis to determine what, if any, changes shall be made to the Client Competitor list. Notwithstanding the above, in the event a Client Competitor is acquired by a third party which is involved in the sales and/or marketing of goods and services outside of electronic postage products, postage meters and/or postage services (Non Postage Products), Intuit shall be restricted from promoting the Postage Products of such entity but shall not be restricted from marketing and/or promoting the Non Postage Products of such entity.

                                       11 
Question: 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.

Answer:
34584