In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
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Question: 1

                                                               EXHIBIT 10.26

                         CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                          SPONSORSHIP AGREEMENT

This agreement (Agreement) is entered into as of the 23rd day of September 1998 (Effective Date), by and between Excite, Inc., a Delaware corporation, located at 555 Broadway, Redwood City, California 94063 (Excite), and Vitamin Shoppe Industries Inc., a New York corporation, located at 4700 Westside Avenue, North Bergen, New Jersey 07047 (Client).

                                 RECITALS

A.               Excite maintains sites on the Internet at                  http://www.excite.com (the Excite Site),                  http://www.webcrawler.com (the WebCrawler Site) and                  http://www.excite.co.jp (the Excite Japan Site), and owns,                  manages or is authorized to place advertising on affiliated                  sites on the Internet worldwide (collectively, the Excite                  Network) which, among other things, allow its users to search                  for and access content and other sites on the Internet.  For                  purposes of this Agreement, the parties hereby acknowledge                  that the Excite Network does not include the site on the                  Internet located at http://home.netscape.com and/or other URLs                  or locations designated by Netscape Communications                  Corporation.

B.               Within the Excite Site and the WebCrawler Site, Excite                  currently organizes certain content into topical channels (the                  Channels).

C.               Client is engaged in the business of selling vitamins,                  minerals, nutritional supplements, herbs, sports nutrition                  formulae, homeopathic remedies and other health related                  products (Vitamins) at its site on the Internet located at                  http://www.vitaminshoppe.com (the Client Site).

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

Therefore, the parties agree as follows:

1.               SPONSORSHIP ON THE WEBCRAWLER HEALTH CHANNEL

              a)       Client will be promoted as the preferred and dominant                           reseller of Vitamins in the Health Channel on the                           WebCrawler Site during the term of this Agreement. As                           such, Excite may not display banner advertising and/or                           promotional placements for any of Client's Competitors                           that are, in the aggregate, of equal or greater                           prominence and exposure than the aggregate of Client's                           links, advertising banners and promotional placements                           on the pages of the Health Channel on the WebCrawler                           Site during the term of this Agreement. For purposes                           of this Agreement, Client's Competitors means those                           merchants identified in Exhibit D attached hereto.                           Client may update

2                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       this list in writing not more than once every six (6)                           months by adding other merchants whose primary                           business is reselling Vitamins upon the mutual                           agreement of Excite.  Notwithstanding the foregoing,                           Excite may display links to Excite's own products and                           services anywhere in the Excite Network, and may                           display links to Client's Competitors in results                           pages of search services in response to user queries,                           in general directories of Web sites, in classified                           advertising listings and in results in the Jango                           shopping search service throughout the Excite                           Network.  Client's preferred and dominant status as a                           reseller of Vitamins will be extended on the terms                           stated in this Section l(a) to its presence within                           future departments within the WebCrawler Health                           Channel, when launched, which may include, but are                           not limited to, the alternative medicine and senior                           living departments.





              b)       The parties will cooperate in good faith to identify                           and implement appropriate promotional opportunities                           for Client to be displayed in rotation on the home                           page of the WebCrawler Health Channel during the term                           of the Agreement.

              c)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed in the Nutrition & Vitamins department of                           the WebCrawler Health Channel during the term of the                           Agreement.  Excite estimates, but does not guarantee,                           delivery of [*****] impressions of the Client                           promotional placement described in this Section l(c)                           during [*****] of the term of the Agreement and                           [*****] such impressions during  [*****] of the term                           of the Agreement.

              d)       The parties will cooperate in good faith to identify                           and implement other appropriate promotional                           opportunities for Client on the WebCrawler Health                           Channel including (if and when launched) but not                           limited to, the alternative medicine and senior living                           departments during the term of the Agreement. Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placement                           described in this Section 1(d) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              e)       Excite is in the process of developing a Sponsorship                           Strip for the WebCrawler Health Channel consisting of                           a row of graphic links to sponsors' Web sites. Excite                           will display a graphic link to the Client Site on the                           Sponsorship Strip (consistent with the format used on                           similar links on the same strip) in the pages of the                           WebCrawler Health Channel for the duration of the term                           of the Agreement.  Excite estimates, but does not                           guarantee, delivery of [*****] impressions of the                           Client promotional placement described in this Section                           1(e) during [*****] of the term of the Agreement and                           [*****] such impressions during [*****] of the term                           of the Agreement.

              f)       Excite and Client acknowledge that neither party to                           this Agreement possesses any right to control the                           content or promotional programming displayed on any                           third party

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                       site.  However, Excite will work with Client in good                           faith to evaluate the display of any Excite                           co-branded pages one level deep that directly link                           from the WebCrawler Health Channel to determine                           whether the non-banner display of modules related to                           Client's Competitors on those pages materially and                           adversely affect the aggregate value of Client's                           promotional placements on the WebCrawler Health                           Channel as described in this Agreement.  Under such                           circumstances, Excite will then exert commercially                           reasonable efforts to modify such co-branded pages to                           reduce such material and adverse effects.

2.               SPONSORSHIP ON THE WEBCRAWLER SHOPPING CHANNEL

              a)       Client will be promoted as the preferred and dominant                           reseller of Vitamins in the Shopping Channel on the                           WebCrawler Site during the term of this Agreement. As                           such, Excite may not display banner advertising and/or                           promotional placements for any of Client's Competitors                           that are, in the aggregate, of equal or greater                           prominence and exposure than the aggregate of Client's                           links, advertising banners and promotional placements                           on the pages of the Shopping Channel or the WebCrawler                           Site.  Notwithstanding the foregoing, Excite may                           display links to Excite's own products and services                           anywhere in the Excite Network, and may display links                           to Client's Competitors in results pages of search                           services in response to user queries, in general                           directories of Web sites, in classified advertising                           listings and in results in the Jango shopping search                           service throughout the Excite Network.





              b)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed in rotation on the first page of the health                           & fitness department of the WebCrawler Shopping                           Channel during the term of the Agreement.  Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placement                           described in this Section 2(b) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              c)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed under the health foods category on the first                           page of the health & fitness groceries department of                           the WebCrawler Shopping Channel. Excite estimates, but                           does not guarantee, delivery of [*****] impressions of                           the Client promotional placement described in this                           Section 2(c) during [*****] of the term of the                           Agreement and [*****] such impressions during [*****]                           of the term of the Agreement.

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3.               ADDITIONAL SPONSORSHIP

              a)       The parties will cooperate in good faith to identify                           and implement selective sponsorship and promotional                           opportunities for Client in the Nutrition & Vitamins                           department of the Health Channel on the Excite Site.                           Such opportunities may include sponsorship links,                           sponsorship boxes and/or promotional boxes.  The                           parties hereby acknowledge that Client will be                           sharing such opportunities in the Nutrition &                           Vitamins department of the Excite Health Channel with                           one other reseller of vitamins.

              b)       The parties will cooperate in good faith to identify                           and implement selective sponsorship and promotional                           opportunities for Client on the Excite Japan Site.                           Such opportunities may include sponsorship links,                           sponsorship boxes and/or promotional boxes.  Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placements                           described in this Section 3(b) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              c)       Excite estimates, but does not guarantee, delivery of                           a total of [*****] impressions of the Client                           promotional placements described in Sections 3(a) and                           3(b) during the term of this Agreement.

4.               DeliverE MESSAGE PROMOTIONS

              a)       Excite and Client will cooperate in developing and                           delivering MatchLogic DeliverE message campaigns                           during the term of the Agreement as described in                           Exhibit B. The MatchLogic DeliverE is an opt in email                           service providing the opportunity to distribute                           messages to highly targeted audiences on the Web via                           email.  All such message campaigns will comply with                           Excite's then current privacy policy which is located                           at http://www.excite.com/privacy_policy and is                           subject to change from time to time.  If the privacy                           policy changes in a manner that has a material                           adverse effect on the value, functionality or                           implementation of the DeliverE message campaign for                           Client, Excite will notify Client, which will then                           have the option to cancel future DeliverE campaigns                           and both parties will be relieved of their                           obligations related to those canceled DeliverE                           campaigns, if Client, in its sole but reasonable                           discretion, finds such changed privacy policy                           objectionable.

              b)       Excite estimates, but does not guarantee, delivery of                           [*****] impressions of the email messages described in                           this Section 4 during [*****] of the term of this                           Agreement and [*****] impressions during [*****] of                           the term of the Agreement.





                                    4    5                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

              c)       Excite and Client agree that Client may purchase                           additional DeliverE messages during the term of this                           Agreement at a rate of [*****] impressions (CPM),                           subject to availability.

5.               ADVERTISING ON THE EXCITE NETWORK

              a)       Excite will display Client's banner advertising on                           [*****] in response to the keywords set forth in                           Exhibit A as amended from time to time by Client, and                           with additional keywords related to Vitamins, subject                           to availability, during the term of the Agreement.                           Excite estimates, but does not guarantee, the display                           of [*****] impressions of the banner advertisements                           described in this Section 5(a) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              b)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(b) during [*****] of the                           term of the Agreement and [*****] such during [*****]                           of the term of the Agreement.

              c)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(c) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              d)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(d) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

6.               LAUNCH DATE, RESPONSIBILITY FOR EXCITE NETWORK AND REPORTING

              a)       Client and Excite will use reasonable efforts to                           implement the display of the promotional placements                           and advertising described in the Agreement by October                           1, 1998 (the Scheduled Launch Date).  The parties                           recognize that the Scheduled Launch Date can be met                           only if Client provides final versions of all                           graphics, text, keywords, banner advertising,                           promotional placements, other promotional media and                           valid URL links necessary to implement the                           promotional placements and advertising described in                           the Agreement (collectively, Impression Material)                           to Excite fourteen (14) days prior to Scheduled                           Launch Date.

                                    5    6                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

              b)       In the event that Client fails to provide the                           Impression Material to Excite fourteen (14) days in





                       advance of the Scheduled Launch Date, Excite may, at                           its sole discretion (i) reschedule the Scheduled                           Launch Date at the earliest practicable date                           according to the availability of Excite's engineering                           resources after delivery of the complete Impression                           Material or (ii) commence delivery of Impressions                           based on Impression Material in Excite's possession                           at the time.

              c)       Client and Excite agree that the day the promotional                           placements and advertising described in this                           Agreement are first displayed on the Excite Network                           will be the Launch Date for purposes of this                           Agreement.

              d)       Excite will have sole responsibility for providing,                           hosting and maintaining, at its expense, the Excite                           Network.  Excite will have sole control over the                           look and feel of the Excite Network including, but                           not limited to, the display, appearance and placement                           of the parties' respective names and/or brands and                           the promotional links, but such control shall not                           permit Excite to modify Client's logos and trademarks                           and it does not relieve Excite from its obligations                           regarding Client's preferred and dominant sponsorship                           status as set forth elsewhere in this Agreement.

              e)       Advertising banners will be served, tracked and                           reported by Excite's subsidiary, MatchLogic, Inc.                           (MatchLogic) as described in Exhibit B.  MatchLogic                           will also provide Client with feedback as to                           comparisons of the performance of (i) the different                           creative messages supplied by Client for the                           advertising banners, (ii) the placements of those                           advertising banners on the Excite Network as set                           forth in this Agreement and (iii) through the                           implementation of MatchLogic's Closed Loop                           transaction reporting system on the Client Site, will                           report on correlations between transaction activity                           by users referred to the Client Site from the Excite                           Network and the various promotional placements and                           advertising displayed on the Excite Network, all as                           described in Exhibit B.  Promotional placements,                           including text links, will be served, tracked and                           reported by Excite.  These promotional placements                           will be tracked and reported by MatchLogic when this                           implementation becomes available.  Excite will                           provide Client with monthly reports substantiating                           the number of impressions of Client's advertising                           banners and promotional placements displayed on the                           Excite Network.

              f)       As soon as such third party auditing is available to                           Excite, Excite will provide Client with monthly                           reports, including certified reports by a third party                           auditing firm substantiating the number of                           impressions of Client's advertising banners and                           promotional placements displayed on the Excite                           Network.  When available, such third party audit                           reports will be at Excite's cost and expense.

                                    6    7                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

7.               FEES; REVENUE SHARE

               a)      Client will pay Excite sponsorship and advertising                           fees of [*****] for the first twelve (12) month period                           following the Launch Date ([*****]). These fees will                           be paid in twelve (12) equal monthly installments of                           [*****]. The first monthly payment for [*****] will be                           due one month following the Launch Date. Subsequent                           installments will be due on a monthly basis                           thereafter.

              b)       Client will pay Excite sponsorship and advertising                           fees of [*****] for the twelve (12) month period                           following the first anniversary of the Launch Date                           ([*****]).  These fees will be paid in equal monthly                           installments of [*****]. The first monthly payment for                           [*****] will be due one month following the first                           anniversary of the Launch Date.  Subsequent





                       installments will be due on a monthly basis                           thereafter.

              c)       Separate and apart from the sponsorship and                           advertising fees, Client will pay Excite MatchLogic                           DeliverE fees of [*****] for [*****]. These fees will                           be paid in equal monthly installments of [*****]. The                           first monthly payment for [*****] will be due one                           month following the Launch Date.  Subsequent                           installments will be due on a monthly basis.

              d)       Separate and apart from the sponsorship and                           advertising fees, Client will pay Excite MatchLogic                           DeliverE fees of [*****] for [*****].  These fees will                           be paid in equal monthly installments of [*****]. The                           first monthly payment for [*****] will be due one                           month following the first anniversary of the Launch                           Date.  Subsequent installments will be due on a                           monthly basis.

              e)       Separate and apart from the sponsorship and                           advertising fees and the MatchLogic DeliverE fees,                           Client will pay Excite MatchLogic banner and link                           serving fees of [*****] for [*****]. These fees will                           be paid in equal monthly installments of [*****].  The                           first monthly payment for [*****] will be due one                           month following the Launch Date.  Subsequent                           installments will be due on a monthly basis.

              f)       Separate and apart from the sponsorship and                           advertising fees and the MatchLogic DeliverE fees,                           Client will pay Excite MatchLogic banner and link                           serving fees of [*****] for [*****].  These fees will                           be paid in equal monthly installments of [*****]

                                    7    8                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       [*****]. The first monthly payment for [*****] will                           be due one month following the first anniversary of                           the Launch Date. Subsequent installments will be due                           on a monthly basis.

              g)       Separate and apart from the sponsorship and                           advertising fees, the MatchLogic DeliverE fees and the                           MatchLogic banner and link serving fees, Client will                           pay Excite [*****] recognized by Client on                           transactions conducted by users referred to the Client                           Site from the Excite Network during [*****]. Separate                           and apart from the sponsorship and advertising fees,                           the MatchLogic DeliverE fees and the MatchLogic banner                           and link serving fees, Client will pay Excite [*****]                           recognized by Client on transactions conducted by                           users referred to the Client Site from the Excite                           Network during [*****] of the term of the Agreement.                           For purposes of this Agreement Net Revenue means                           gross revenue recognized by Client on transactions                           conducted by users referred to the Client Site from                           the Excite Network minus sales tax, sales returns and                           allowances.  Client will pay Excite these revenue                           share payments within thirty (30) days after the close                           of the financial quarter in which Client recognizes                           the Net Revenue on these transactions.

              h)       The fees and revenue share payments are net of any                           agency commissions to be paid by Client.

              i)       Client will maintain accurate records with respect to                           the calculation of all payments due under this                           Agreement.  Once per year, the parties will review                           these records to verify the accuracy and appropriate                           accounting of all payments made pursuant to the                           Agreement.  In addition, Excite may, upon no less                           than thirty (30) days prior written notice to Client,                           cause an independent Certified Public Accountant to                           inspect the records of Client reasonably related to                           the calculation of such payments during Client's                           normal business hours.  The fees charged by such                           Certified Public Accountant in connection with the





                       inspection will be paid by Excite unless the payments                           made to Excite are determined to have been less than                           ninety-five percent (95%) of the payments actually                           owed to Excite, in which case Client will be                           responsible for the payment of the reasonable fees                           for such inspection.

8.               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,                  either party may issue an initial press release regarding the                  relationship between Excite and Client, the timing and wording                  of which will be mutually agreed upon, and nothing herein                  shall preclude Client from promoting the Client Site.

                                    8    9                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

9.               TERM AND TERMINATION

              a)       Unless terminated earlier in accordance with the                           specific terms of this Agreement, the term of this                           Agreement will begin on the Launch Date and will not                           end until Excite displays a total of [*****]                           impressions of the Client advertising banners and                           promotional placements on the Excite Network as                           described in this Agreement and pushes [*****]                           emails using the email vehicles specified in Exhibit                           B.  Regardless of Excite's actual delivery of                           impressions, the term of this Agreement will not be                           shorter than [*****]  after the Launch Date,                           unless the Agreement is terminated earlier in                           accordance with the specific terms of this Agreement.

              b)       Either party may terminate this Agreement if the                           other party materially breaches its obligations                           hereunder and such breach remains uncured for thirty                           (30) days following the notice to the breaching party                           of the breach.

              c)       All undisputed payments that have accrued prior to                           the termination or expiration of this Agreement will                           be payable in full within thirty (30) days thereof.

              d)       The provisions of Section 12 (Confidentiality and                           User Data), Section 13 (Indemnity), Section 14                           (Limitation of Liability) and Section 15 (Dispute                           Resolution) will survive any termination or                           expiration of this Agreement.

              e)       Excite guarantees to deliver the annual impressions                           totals set forth in Exhibit C hereto.  If Excite                           fails to deliver the indicated number of impressions                           required during any annual period, Client may suspend                           (but not eliminate) its payments specified in Section                           7 for a maximum of sixty (60) days (the Make-Good                           Period) during which Excite will deliver the                           shortfall of such impressions.  The parties agree to                           cooperate in good faith to evaluate the quality and                           performance of the placements used to deliver the                           impressions during the Make-Good Period.  Until such                           shortfall is delivered, no impressions will be deemed                           delivered for the next annual period.  If Excite has                           not achieved the required annual impression delivery                           by the end of the Make-Good Period, Client may then                           terminate this Agreement upon written notice within                           ten (10) days following the end of the Make-Good                           Period.  Client's termination of the Agreement in                           accordance with the previous sentence will not                           relieve Excite of its obligation to deliver any                           previously paid for but undelivered impressions.  If                           Excite achieves the annual impression delivery goal                           at any time during the Make-Good Period, the term of                           this Agreement will continue and Client shall                           immediately resume payment of the sponsorship and                           advertising fees specified in Section 7.





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10.              TRADEMARK OWNERSHIP AND LICENSE

              a)       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                           Excite hereunder.

              b)       Excite 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.

              c)       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                           established from time to time.  Client agrees to                           obtain Excite's written consent prior to use of                           Excite's logo and trademarks.

              d)       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:

                       i)      As the parties may agree in writing; or

                       ii)     To the extent permitted by applicable law.

11.              OWNERSHIP

              a)       Client will retain all right, title and interest in                           and to the Client Site worldwide including all                           intellectual property rights, including but not                           limited to copyright, trademark, trade secrets,                           patents, moral rights or any derivative rights                           thereof.  Any intellectual property rights, including                           but not limited to copyright, trademark, trade                           secrets, patents, moral rights or any derivative                           rights thereof, created by changes made by Excite to                           Impression Materials are the sole property of Client.

              b)       Excite will retain all right, title, and interest in                           and to the Excite Network worldwide including, but                           not limited to, ownership of all copyrights, look and                           feel and other intellectual property rights therein.

12.              CONFIDENTIALITY AND USER DATA

              a)       For the purposes of this Agreement, Confidential                           Information means 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

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                       proprietary or information which, by the nature of                           the circumstances surrounding the disclosure, ought                           in good faith to be treated as confidential.

              b)       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                           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.

              c)       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.

              d)       The usage reports provided by Excite to Client                           hereunder will be deemed to be the Confidential                           Information of Excite.

              e)       The terms and conditions of this Agreement will be                           deemed to be Confidential Information and will not be                           disclosed without the written consent of the other                           party.

              f)       For the purposes of this Agreement, User Data means                           all information submitted by users referred to the                           Client Site from the Excite Network during the term                           of the Agreement.  Such User Data includes, but is                           not limited to, the number of purchase requests                           requested by such users, the number of purchase                           requests completed, the number of purchases completed                           and the dollar values of completed purchases  The                           parties acknowledge that any individual user of the                           Internet could be a user of Excite, WebCrawler and/or                           Client through activities unrelated to this Agreement                           and that user data gathered independent of this                           Agreement, even from individuals who are users of                           both parties' services, will not be deemed to be                           User Data for the purposes of this Agreement.

              g)       User Data will be owned by Client, and subject to the                           limitations contained herein, Client grants to Excite                           a non-exclusive license to use the User Data for the                           purposes of this Agreement.

              h)       In order to facilitate optimization of Client's                           sponsorship program, Client will make good faith                           efforts to develop tracking and reporting                           capabilities to correlate information regarding                           transaction activity by users referred to the Client                           Site from the Excite Network to the various                           promotional placements and advertising banners                           displayed on the Excite Network.  Client will provide                           to Excite all User Data and

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                       user transaction reports collected by Client within                           thirty (30) days following the end of each calendar                           month during the term of this Agreement in a                           mutually-determined electronic format.

              i)       Client will not use User Data to specifically target                           any Excite and/or WebCrawler users, as distinct from                           all users of the Client Site, for solicitations                           (except as specifically provided in this Agreement),                           either individually or in the aggregate, during the                           term of this Agreement and for a period of twelve                           (12) months following the expiration or termination                           of this Agreement.

              j)       Neither party will sell, disclose, transfer or rent                           any User Data which could reasonably be used to                           identify a specific named individual (Individual                           Data) to any third party nor will either party use                           Individual Data on behalf of any third party without                           the express permission of the individual user.  Where                           user permission for dissemination of Individual Data                           to third parties has been obtained, each party will                           use commercially reasonable efforts to require the                           third party recipients of Individual Data to provide                           an unsubscribe feature in any email communications                           generated by, or on behalf of, the third party                           recipients of Individual Data.

              k)       Notwithstanding the foregoing, each party may                           disclose Confidential Information or User Data (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.

13.              INDEMNITY

              a)       Client will indemnify, defend and hold harmless                           Excite, its affiliates, officers, directors,                           employees, consultants and agents from any and all                           third party claims, liability, damages and/or costs                           (including, but not limited to, attorneys fees)                           arising from:

                       i)      Its breach of any representation or covenant                                   in this Agreement; or

                       ii)     Any claim that Client's Impression Material                                   infringes or violates any third party's                                   copyright, patent, trade secret, trademark,                                   right of publicity or right of privacy or                                   contain any defamatory content; or

                       iii)    Any claim that Client's Impression Material                                   and/or its display on the Excite Network                                   violates any federal, state or local laws,                                   regulations or statutes, including but not                                   limited to restrictions on the sale,                                   advertisement or promotion of vitamins,                                   nutritional supplements, drugs or other                                   health-related products; or

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                       iv)     Any claim of personal injury or product                                   liability with respect to products or                                   services sold, advertised or otherwise                                   offered to consumers or third parties through                                   display of Client's Impression Material on                                   the Excite Network or links to the Client                                   Site; or

                       v)      Any claim arising from content displayed on                                   the Client Site.

                       Excite will promptly notify Client of any and all                           such claims and will reasonably cooperate with Client                           with the defense and/or settlement thereof; provided                           that, if any settlement requires an affirmative                           obligation of, results in any ongoing liability to or                           prejudices or detrimentally impacts Excite in any way                           and such obligation, liability, prejudice or impact                           can reasonably be expected to be material, then such                           settlement shall require Excite's written consent                           (not to be unreasonably withheld or delayed) and                           Excite may have its own counsel in attendance at all                           proceedings and substantive negotiations relating to                           such claim.

              b)       Excite will indemnify, defend and hold harmless                           Client, its affiliates, officers, directors,                           employees, consultants and agents from any and all                           third party claims, liability, damages and/or costs                           (including, but not limited to, attorneys fees)                           arising from:

                       i)      Its breach of any representation or covenant                                   in this Agreement; or

                       ii)     Any claim arising from the Excite Network                                   other than content or services provided by                                   Client.

                       Client will promptly notify Excite of any and all                           such claims and will reasonably cooperate with Excite                           with the defense and/or settlement thereof; provided                           that, if any settlement requires an affirmative                           obligation of, results in any ongoing liability to or                           prejudices or detrimentally impacts Client in any way                           and such obligation, liability, prejudice or impact                           can reasonably be expected to be material, then such                           settlement shall require Client's written consent                           (not to be unreasonably withheld or delayed) and                           Client may have its own counsel in attendance at all                           proceedings and substantive negotiations relating to                           such claim.





              c)       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, INCLUDING ALL IMPLIED                           WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A                           PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

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14.              LIMITATION OF LIABILITY

              EXCEPT UNDER SECTIONS 13(a) AND 13(b), IN NO EVENT WILL EITHER                  PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR                  CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,                  TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT                  PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.                  EXCEPT UNDER SECTIONS 13(a) AND 13(b), THE LIABILITY OF EITHER                  PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN                  CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND                  WILL NOT EXCEED, THE AMOUNTS TO BE PAID BY CLIENT TO EXCITE                  HEREUNDER.

15.              DISPUTE RESOLUTION

              a)       The parties agree that any breach of either of the                           parties' obligations regarding trademarks, service                           marks or trade names, confidentiality and/or User                           Data would result in irreparable injury for which                           there is no adequate remedy at law.  Therefore, in                           the event of any breach or threatened breach of a                           party's obligations regarding trademarks, service                           marks or trade names or confidentiality, the                           aggrieved party will be entitled to seek equitable                           relief in addition to its other available legal                           remedies in a court of competent jurisdiction.

              b)       In the event of disputes between the parties arising                           from or concerning in any manner the subject matter                           of this Agreement, other than disputes arising from                           or concerning trademarks, service marks or trade                           names, confidentiality and/or User Data, the parties                           will first attempt to resolve the dispute(s) through                           good faith negotiation.  In the event that the                           dispute(s) cannot be resolved through good faith                           negotiation, the parties will refer the dispute(s) to                           a mutually acceptable mediator.

              c)       In the event that disputes between the parties                           arising from or concerning in any manner the subject                           matter of this Agreement, other than disputes arising                           from or concerning trademarks, service marks or trade                           names, confidentiality and/or User Data, cannot be                           resolved through good faith negotiation and                           mediation, the parties will refer the dispute(s) to                           the American Arbitration Association for resolution                           through binding arbitration by a single arbitrator                           pursuant to the American Arbitration Association's                           rules applicable to commercial disputes.

16.              GENERAL

              a)       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), except that no such consent                           will be required in connection with (i) a merger,                           reorganization or sale of all, or substantially all,                           of such party's assets or its

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                       Internet business assets (ii) either party's                           assignment and/or delegation of its rights and





                       responsibilities hereunder to a wholly-owned                           subsidiary or affiliate 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.

              b)       Governing Law.  This Agreement will be governed by                           and construed in accordance with the laws of the                           State of California, notwithstanding the actual state                           or country of residence or incorporation of Excite or                           Client.

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

              d)       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.

              e)       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 and governmental restrictions.

              f)       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.

              g)       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.

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

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VITAMIN SHOPPE INDUSTRIES INC.                     EXCITE, INC.

                                              By:       [SIG]                                    By:      [SIG]    --------------------------------                   --------------------------------

Name: J. Howard                                    Name: Robert C. Hood      ------------------------------                     ------------------------------

Title: President/CEO                               Title: EVP/CFO       -----------------------------                      -----------------------------

Date: 9/23/98                                      Date: 9/29/98      ------------------------------                     ------------------------------

4700 Westside Avenue                               555 Broadway North Bergen, New Jersey 07047                     Redwood City, California 94063                                                    650.568.6000 (voice)                                                    650.568.6030 (fax)





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                                EXHIBIT A

                                 KEYWORDS

                                                                                     acidophilus                   cholesterol              greentree           obesity                 medicine acids                         chondroitin              healing             omega                   aromatherapy adhd                          chromium picolinate      health              organic                 bodybuilding aids                          co q 10                  herb                pinnacle                diet alternative medicine          coenzyme q10             herb tea            pms                     fitness amino acids                   complimentary            herbal              pregnant                herbs andrew weil                   energy                   herbal extracts     pregnancy               health andro complex                 enzymmatic               herbal tea          prenatal                homeopathic androstat                     therapy                  herbal teas         prevention              multivitamins Androstat 100                 essential oils           herbs               protein                 nutrition androstat 6                   ester                    hiv                 protein powders         stress Androstene                    exercise                 holistic            ripped                  vitamins androstenedione               extract                  holistic healing    rna                     vitamin antioxidant                   fat                      holistic medicine   saint john's wort       wellness antioxidants                  fatty acids              homeopathic         saw palmetto            weightloss anxiety                       fen phen                 homeopathic         schiff aphrodisiac                   phen fen                 natrol              sex aphrodisiacs                  fiber                    nature              sexual enhancer aroma                         fitness                  natural             steroids aromatherapy                  garry null               natural food        solaray atkins                        ginkgo                   supplements         source natural bodybuilder                   ginkgo biloba            natural healing     sports nutrition bodybuilders                  ginseng                  natural medicine    st. johns wort bodybuilding                  glucosamine              natures way         st john's wort calcium                       green tea                nature's way        stress cancer                        green tree               nutrition           sulfate cats claw                     greentea                 nutritional         alternative

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                               medicine          remedies coq10             homeopathy           supplement country life      iron                 supplements creatine          kal                  tablets creatine          kava                 teas monohydrate depression        kava kava            twinlab diet              lactose              vegetarian dietary           magnesium            vegetarians dione             melatonin            viagra disease           mental alertness     vitamin dna               MetRx                vitamins dr. andrew weil   mother nature        vitasave dr. atkins        mother's nature      weight lifting dr. weil          msm                  weight loss dr. wiel          msm sulphur          weightlifting eas               multivitamins        weightloss echinacea         natrol               wellness                                        yohimbe

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                                EXHIBIT B

                           MATCHLOGIC SERVICES

AD MANAGEMENT, MEASUREMENT & OPTIMIZATION Ad Management, Measurement and Optimization refers to the suite of services and technologies to be used to measure and evaluate variables contributing to the performance of client marketing messages within the Excite Network. Descriptions of the services and technologies to be leveraged throughout the





optimization process are highlighted below.

CENTRALIZED AD SERVING Through its proprietary centralized ad serving infrastructure, MatchLogic will facilitate the trafficking, delivery, tracking and reporting of Client's banners throughout the Excite Network.  During the ad management process, MatchLogic will employ TrueCount(sm) cache counting techniques as the underlying measurement technology for the reporting of client campaign performance data.  Basic campaign performance data including primary impressions, clicks, click %, cache impressions and total impressions will be supplied to Client daily through an online interface.

TRUEFFECT(sm) TruEffect(sm) refers to the process of establishing, tracking and communicating the relationship between locations from which users have interacted with Client's marketing messages and the activities they engaged in at the Client Site as a result of these interactions.  TruEffect(sm) measurement will allow Client to directly relate user activity within the Client Site to marketing messages within the Excite Network.  As a result of these measurements, Client will have the ability to optimize campaigns in order to drive actual user activities or transactions.  Client will be able to identify the number of unique visitors coming to the Client Site or promotional areas, from which message and area they originated, and the number of measurable transactions these visitors performed.  Additionally, measurements of reach and frequency will accompany this analysis.

Upon successful implementation of TruEffect(sm), performance reporting will be available to Client on a daily basis through an online interface.

LANDSCAPE(sm) LandscapE(sm) demographic profile reports will afford Client an effective means of understanding the visitor segments exposed to Client's messages or interacting with Client sponsored content areas within the Excite Network.  All of the information contained within the demographic profiles is derived from consumers who have been both exposed to an advertising campaign and are also within MatchLogic's Digital 1:1(sm) database (MatchLogic's proprietary consumer database).  When a subset of unique visitors taken from all visitors exposed to a Client's marketing message or content area are matched against the Digital 1:1(sm) database, demographic profiles are derived.  The matched records create a sample of visitors that are used to demographically represent and statistically profile

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each visitor segment.  These profiles will allow Client to compare its understanding of its customers offline to its customers online as a basis for more effective segmenting and future targeting.

LandscapE(sm) reports are generated on a campaign basis and will include measurements of campaign reach by Age, Gender, Age/Gender, Household Income, and Household Income/Age.  These reports will be made available to Client once statistically significant profiles have been established.

TRUESELECT(sm) TrueSelect(sm) is MatchLogic's centralized advertising targeting system. TrueSelect(sm) enables MatchLogic to project demographics of users across the Internet based on our Digital 1:1 database, user traffic and user search patterns.  The first implementation of this technology will be Virtual Keywords slated for release in 4Q98.  Virtual Keywords will allow MatchLogic to actively target a user on the Excite Network based on the user's input of search terms at a previous point in time.  TrueSelect(sm) will be able to track and target users by Virtual Keywords on both an inter-day and intra-day basis.  Following Virtual Keywords, TrueSelect(sm) capabilities will enable marketers to actively target specific users based on predetermined demographic or lifestyle information in real time.

Upon release of this technology, delivery of TrueSelect(sm) targeted messaging for Client is highly dependent on a number of qualifying criteria.  A critical qualifier for the implementation of TrueSelect(sm) will be the establishment of a significant behavioral profile target for Client's customers as highlighted within the LandscapE(sm) services description above.

DELIVERE(sm) DeliverE(sm), MatchLogic's email marketing service will be leveraged to deliver email marketing campaigns on behalf of Vitamin Shoppe.  The DeliverE(sm) team will consult with Client to evaluate current business objectives (branding, acquisition, retention, reactivation, etc.) and develop e-mail strategies that meet these specific objectives.  Once appropriate strategies have been established, MatchLogic will target both MatchLogic and Excite registered users for the facilitation of the Client's program.  Performance results for these campaigns will be provided to Client and assist in the development of strategies for subsequent e-mail campaigns.





Projected delivery schedules for DeliverE(sm) services over the [*****]-year term of this agreement are as follows.

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are matched against the Digital 1:1(sm) database, demographic profiles are derived. The matched records create a sample of visitors that are used to demographically represent and statistically profile each visitor segment. These profiles will allow Client to compare its understanding of its customers offline to its customers online as a basis for more effective segmenting and future targeting.

LandscapE(sm) reports are generated on a campaign basis and will include measurements of campaign reach by Age, Gender, Age/Gender, Household Income, and Household Income/Age. These reports will be made available to Client once statistically significant profiles have been established.

TRUESELECT(sm)

TrueSelect(sm) is MatchLogic' centralized advertising targeting system. TrueSelect(sm) enables MatchLogic to project demographics of users across the Internet based on our Digital 1:1 database, user traffic and user search patterns. The first implementation of this technology will be Virtual Keywords stated for release in 4Q98. Virtual Keywords will allow MatchLogic to actively target a user on the Excite Network based on the user's input of search terms at a previous point in time. TrueSelect(sm) will be able to track and target users by Virtual Keywords on both an inter-day and intra-day basis. Following Virtual Keywords, TrueSelect(sm) capabilities will enable marketers to actively target specific users based on predetermined demographic or lifestyle information in real time.

Upon release of this technology, delivery of TrueSelect(sm) targeted messaging for Client is highly dependent on a number of qualifying criteria. A critical qualifier for the implementation of TrueSelect(sm) will be the establishment of a significant behavioral profile target for Client's customers as highlighted within the LandscapE(sm) services description above.

DELIVERE(sm)

DeliverE(sm), MatchLogic's email marketing service will be leveraged to deliver email marketing campaigns on behalf of Vitamin Shoppe. The DeliverE(sm) team will consult with Client to evaluate current business objectives (branding, acquisition, retention, reactivation, etc.) and develop e-mail strategies that meet these specific objectives. Once appropriate strategies have been established, MatchLogic will target both MatchLogic and Excite registered users for the facilitation of the Client's program. Performance results for these campaigns will be provided to Client and assist in the development of strategies for subsequent e-mail campaigns.

Projected delivery schedules for DeliverE(sm) services over the [*****]-year term of this agreement are as follows.

[*****] TESTS                    INCLUSIONS                    VOLUME - ----------------------------------------------------------------------------                                                   12 Exclusive Offer       2 e-mail offer tests          [*****] Tests                          Push against best offer       [*****]

                      Target model creation         [*****]

                      Model role-out                [*****] - ---------------------------------------------------------------------------- 7 Prospecting Co-op      Offer role-out to co-op       [*****] Tests                    file - ----------------------------------------------------------------------------                                                        [*****] - ----------------------------------------------------------------------------

[*****] TESTS                    INCLUSIONS                    VOLUME - ----------------------------------------------------------------------------                                                   12 Exclusive Offer       2 e-mail offer tests          [*****] Tests                          Push against best offer       [*****]





                      Target model creation         [*****]

                      Model role-out                [*****] - ---------------------------------------------------------------------------- 13 Prospecting Co-op     Offer role-out to co-op       [*****] Tests                    file - ----------------------------------------------------------------------------                                                        [*****] - ----------------------------------------------------------------------------

Above listed DeliverE(sm) services are to be allocated to meet Client's needs and overall production schedule.

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                                EXHIBIT C

                   ANNUAL IMPRESSION DELIVERY SCHEDULE

Vitamin Shoppe Industries WC/Excite Placement Details       *LINE ITEM PLACEMENTS AND IMPRESSIONS ARE                                   ESTIMATES ONLY AN WILL CHANGE OVER TIME

EXHIBIT C

Products                        Description                            Item #   [*****] Estimated   [*****] Estimated       TOTALS                                                                          in         IMPS                IMPS                                                                       Contract                                                                                                                   Excite Integrated Links Excite Japan                        Sponsorship/Promotion Positions       #3b      [*****]              [*****]             [*****] Excite Nutrition & Vitamins         Sponsorship/Promotion Positions       #3c      [*****]              [*****]             [*****]                                                                                                                                   0                                                                                                                                   0                                                                                                                                   0 - ---------------------------------------------------------------------------------------------------------------------------- Excite Links, subtotal                                                             [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      Excite Banners NONE - ---------------------------------------------------------------------------------------------------------------------------- Excite Banner subtotal                                                             [*****]              [*****]             [*****] - ---------------------------------------------------------------------------------------------------------------------------- Excite Links/Banner subtotal                                                       [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      WebCrawler Integrated Links WC Health Home Page                 Home Page Rotation                    #1b      [*****]              [*****]             [*****] WC Nutrition & Vitamin Sub Channel  Link                                  #1c      [*****]              [*****]             [*****] WC Health Channel                   Promotional Opportunities,                     [*****]              [*****]             [*****]                                     i.e., alternative medicine            #1d WC Health Channel                   Sponsorship Strip                     #1e      [*****]              [*****]             [*****] WC Shopping Channel                 Under Health & Fitness Sub                                     Channel                               #2b      [*****]              [*****]             [*****] WC Shopping Channel                 Under Health & Fitness/                                     Groceries Sub Channel                 #2c      [*****]              [*****]             [*****]                                                                                                                                   0                                                                                                                                   0                                                                                                                                   0 - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Links Subtotal                                                          [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      WebCrawler Banners

WC Keywords                         Search                                #5a      [*****]              [*****]             [*****] WC Health Channel                   Channel Rotation                      #5b      [*****]              [*****]             [*****] WC Health Channel                   Mutually determined departments       #5c      [*****]              [*****]             [*****] WC General Rotation                 General Rotation across WC site       #5d      [*****]              [*****]             [*****]                                                                                                                                  0 - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Banner subtotal                                                         [*****]              [*****]             [*****] - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Links/Banner subtotal                                                   [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - ----------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - -----------------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - ----------------------------------------------------------------------------------------------------------------------------------- S&P Links Total                                                                    [*****]              [*****]             [*****] S&P Banner Total                                                                   [*****]              [*****]             [*****]





- ---------------------------------------------------------------------------------------------------------------------------- Grand Total                                                                        [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------

Vitamin Shoppe E Sponsorship Agr/bja Version 980918

                                    22

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During the term of the Agreement, the parties agree to cooperate in good faith and use commercially reasonable efforts to evaluate the quality and performance of the placements used to deliver the impressions described in the Agreement and to modify such placements in an effort to reach the objectives set forth in this Agreement.

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                                EXHIBIT D

                           CLIENT'S COMPETITORS

Acta Pharmacal                               Nutritional Warehouse All Vitamins                                 Phillips Nutritional Austin Nutritional                           Puritans Pride BenSalem Naturals                            Reach4life B-Vital                                      Realtime Chayas Chemical-Free                         S. Shiraishi Office, Inc. Cherokee Naturals, Inc                       Shop Vitamins Club Vitamin                                 The Herb Shop GNC                                          The Herb Shoppe Good Life Nutrition                          The Nickel and Thyme Shoppe Green Tree                                   The Vitamin Source Green Turtle Bay Vitamin                     The Vitamin Tree Greenshack Direct                            US Health Distributors, Inc Health and Vitamin Express                   Vita Save Health Depot                                 VitaCare Infinity 2                                   VitaFit Jamieson Natural Sources                     Vital Life Karemore Vitamin Company                     Vitamin Depot Kava Systems                                 Vitamin Express L & H Vitamins                               Vitamin House Life Plus Vitamins                           Vitamin House MineralNet                                   Vitamin Shack Mother Nature's General Store                Vitamin Warehouse, Inc. Mountain Naturals Vitamins                   Vitamins for Life My Vitamins                                  Vitamins Online Nature Sunshine                              Vitamins.com Nature Sunshine Herb and Vitamins            Vitanet Noah's Ark                                   Vitawise Nutritional Direct                           Wholesale Vitamins

                                    24

Answer: 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.


Question: APPENDIX C SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (BETWEEN FRANCHISEE AND ITS PERSONNEL) THIS SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT ( Agreement)  is  made this  _____ day of _________, 20___, by and between ___________________________ (the Franchisee), and ___________________________, who is an officer, director, or employee of Franchisee (the Member). RECITALS: WHEREAS, __________________ (Franchisor) has developed a distinctive set of specifications and operating procedures (collectively, the System) for the operation of Pizza Fusion restaurant businesses (Franchised Businesses). WHEREAS, Franchisor and Franchisee have executed a Franchise Agreement (Franchise Agreement) granting Franchisee the right to operate a Franchised Business under the terms and conditions of the Franchise Agreement; WHEREAS, the Member, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must therefore be bound by the same confidentiality and non-competition agreement that Franchisee is bound by. IN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Member shall not, during the term of the Franchise Agreement or thereafter, communicate, divulge or use, for any purpose other than the operation of the Franchised Business, any confidential information, knowledge, trade secrets or know-how which may be communicated to Member or which Member may learn by virtue of Member's relationship with Franchisee. All information, knowledge and know-how relating to Franchisor, its business plans, Franchised Businesses, or the System (Confidential Information) is deemed confidential, except for information that Member can demonstrate came to Member's attention by lawful means prior to disclosure to Member; or which, at the time of the disclosure to Member, had become a part of the public domain. 2. Covenants Not to Compete. (a) Member specifically acknowledges that, pursuant to the Franchise Agreement, and by virtue of its position with Franchisee, Member will receive valuable specialized training and Confidential Information, including, without limitation, information regarding the operational, sales, promotional, and marketing methods and techniques of Franchisor and the System. (b) Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity: (i) Own, manage, engage in, be employed by, advise, make loans to, consult for, rent or lease to, or have any other interest in business that (directly or indirectly) operates, or grants franchises or licenses to operate, a restaurant featuring pizza and related food specialties or that offers products or services substantially similar to those then offered by Pizza Fusions Restaurants (Competitive Business); C - 1

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015





(ii) Divert or attempt to divert any business or customer, or potential business or customer, to any Competitive Business; or (iii) Induce any person to leave his or her employment with Franchisee or Franchisor. (c) Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member shall not, either directly or indirectly, own, manage, engage in, be employed by, advise, make loans to, consult for, or have any other interest in any Competitive Business that is, or intends to operate, within a three (3) mile radius of the premises of your Franchised Business or within a three (3) mile radius of any Franchised Business then-operating or under construction to operate under the System. (d) As used in this Agreement, the term Post-Term Period shall mean a continuous uninterrupted period of two (2) years from the date of: (a) a transfer permitted under Section 14 of the Franchise Agreement; (b) expiration or termination of the Franchise Agreement (regardless of the cause for termination); (c) termination of Member's employment with Franchisee; and/or (d) a final order of a duly authorized arbitrator, panel of arbitrators, or a court of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing or with respect to the enforcement of this Agreement; either directly or indirectly (through, on behalf of, or in conjunction with any persons, partnership, corporation or entity). 3. Injunctive Relief. Member acknowledges that any failure to comply with the requirements of this Agreement will cause Franchisor irreparable injury, and Member agrees to pay all court costs and reasonable attorney's fees incurred by Franchisor in obtaining specific performance of, or an injunction against violation of, the requirements of this Agreement. 4. Severability. All agreements and covenants contained herein are severable. If any of them, or any part or parts of them, shall be held invalid by any court of competent jurisdiction for any reason, then the Member agrees that the court shall have the authority to reform and modify that provision in order that the restriction shall be the maximum necessary to protect Franchisor's and/or Franchisee's legitimate business needs as permitted by applicable law and public policy. In so doing, the Member agrees that the court shall impose the provision with retroactive effect as close as possible to the provision held to be invalid. 5. Delay. No delay or failure by the Franchisor or Franchisee to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right provided herein, and no waiver of any violation of any terms and provisions of this Agreement shall be construed as a waiver of any succeeding violation of the same or any other provision of this Agreement. 6. Third-Party Beneficiary. Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee. C - 2

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015





IN WITNESS WHEREOF, the Franchisee and the Member attest that each has read and understands the terms of this Agreement, and voluntarily signed this Agreement on the date first written above. FRANCHISEE MEMBER By: By: Name: Name: Title: Title: C - 3

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

Answer: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?


Question: Exhibit 10(l)

LICENSE AND HOSTING AGREEMENT

THIS LICENSE AND HOSTING AGREEMENT (Agreement) is made effective as of the 17t h day of October, 2007 (Effective Date), by and between Transaction Applications Group, Inc., a Nebraska corporation (TAG), and Legacy Marketing Group, Inc., a California corporation (LMG).

BACKGROUND. This Agreement is the License and Hosting described in  Section 1.5 of the Asset Purchase Agreement between the parties dated the date hereof (the Purchase Agreement). It describes the terms and conditions under which TAG will Use and access the LMG Tools, CSC Software and Other Third Party Software until the date that is six (6) months after transition of the TPA Services for the New Customers from LMG's software and systems to TAG's software and systems. (Conversion Date) or such other date as is specified in Exhibit A. Capitalized terms used but not defined in this Agreement shall have the meaning given them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, LMG and TAG agree as follows:

ARTICLE I AGREEMENT AND DEFINITIONS

Agreement. The parties agree that the terms and conditions of this Agreement apply to the provision of LMG Tools, CSC Software, Other Third Party Software and LMG Services to TAG by LMG.

Certain Definitions. The following definitions apply to this Agreement:

Applicable Specifications means the functional, performance, operational, compatibility, and other specifications or characteristics of the LMG Tools, CSC Software and Other Third Party Software described in the applicable Documentation or necessary for TAG to provide the TPA Services to the New Customers and perform its obligations under the New Customer Contracts.

CSC Software means the computer programs identified in  Exhibit A licensed by LMG from Computer Sciences Corporation (CSC), including object code (including microcode) and/or where available to LMG source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of CSC Software also includes any enhancements, translations, modifications, updates, releases, or other changes to CSC Software.

Documentation means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the LMG Tools, CSC Software and Other Third Party Software or used in conjunction with the TPA Services, whether distributed in print, magnetic, electronic, or video format.





LMG Tools means the LMG-developed computer programs identified in  Exhibit A, including, where applicable object code (including microcode) and/or source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of LMG Tools also includes any enhancements, translations, modifications, updates, releases, or other changes to LMG Tools.

LMG Services means the support, hosting and other services, functions and responsibilities provided or to be provided by LMG pursuant to this Agreement.

Other Third Party Software means the computer programs identified in Exhibit A licensed by LMG from third parties other than CSC, including object code (including microcode) and/or where available to LMG source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of Other Third Party Software also includes any enhancements, translations, modifications, updates, releases, or other changes to Other Third Party Software.

ARTICLE II LICENSE OF LMG TOOLS

Grant of License. LMG grants TAG a worldwide, nonexclusive, irrevocable, perpetual license to load, execute, access, employ, use, store, or display (Use) the object code version of the LMG Tools and Documentation (the License) for the period specified in Exhibit A in accordance with the terms and conditions of this Agreement.

TAG may Use the LMG Tools and Documentation solely to provide TPA Services to or for the New Customers and Terminated Customers, and perform its obligations under the Administrative Services and Teaming Agreement, New Customer Contracts and Subcontracts including performing disaster recovery, disaster testing, and backup as TAG deems necessary.

The License grant includes a license under all current and future patents owned by or licensed to LMG that are applicable to the LMG Tools and Documentation or the provision or receipt of the LMG Services, to the extent necessary to exercise any of the foregoing rights.

LMG acknowledges and agrees that the New Customers may have access to and Use of the LMG Tools and Documentation under the terms of the New Customer Contracts.

The License also includes the right to Use the source code version of LMG Tools in accordance with the terms and conditions of Section 3.7.

Except as specified in this Agreement, the License does not permit TAG to sublicense, rent or allow third parties to Use the LMG Tools or Documentation.

Proprietary Markings and Duplication. TAG shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within the LMG Tools or Documentation. TAG may duplicate Documentation, at no additional charge, for TAG's Use or for Use by a TAG in connection with the provision of LMG Tools so long as all required proprietary markings are retained on all duplicated copies.

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Ownership of LMG Tools and Modifications. The LMG Tools and Documentation shall be and remain the property of LMG, and TAG shall have no right or interest therein except as set forth in this Agreement. TAG shall be entitled to modify the LMG Tools and Documentation and to develop software derivative of or interfacing with the LMG Tools. All modifications of and software derivative of the LMG Tools and Documentation developed by TAG shall be and remain the property of TAG, and LMG shall have no rights or interests therein.

Protection of LMG Tools. TAG will treat the LMG Tools and Documentation with the same degree of care and confidentiality that TAG provides for similar information belonging to TAG which TAG does not wish disclosed to the public, but not less than reasonable care. This provision shall not apply to LMG Tools or Documentation, or any portion thereof, which is (a) already known by TAG without an obligation of confidentiality, (b) publicly known or becomes publicly known through no unauthorized act of TAG, (c) rightfully received from a third party without obligation of confidentiality, (d) disclosed without similar restrictions by LMG to a third party, (e) approved by LMG for disclosure, or (f) required to be disclosed pursuant to a requirement of a governmental agency or law so long as TAG provides LMG with timely prior written notice of such requirement. It will not be a violation of this Section 2.4 if TAG provides access to and the Use of the LMG Tools or Documentation to any third party contractor so long as TAG secures execution by such third party contractor of a confidentiality agreement as would normally be required by TAG.

ARTICLE III SUPPORT AND HOSTING SERVICES

CSC Software. LMG will maintain, through the Conversion Date, its existing license for the CSC Software and provide TAG access to and an irrevocable look access only right and license to use the CSC Software and applicable Documentation. Contemporaneously with the execution of this Agreement, TAG, LMG and CSC shall execute a nondisclosure and non-use agreement granting TAG a license in the CSC Software sufficient for TAG to perform the TPA Services and otherwise satisfy its obligations under the New Customer Contracts, Subcontracts and Administrative Services and Teaming Agreement (the CSC Agreement). TAG's use of, and LMG's rights regarding, the CSC Software will be governed by the terms of the CSC Agreement and not the terms of this Agreement. At TAG's request, LMG shall exercise and make available to TAG all rights and benefits available to it under LMG's existing license with CSC including LMG's rights to receive error corrections, support, maintenance and upgrades to or for the CSC Software.

Other Third Party Software. LMG will maintain, through the Conversion Date or such other date as is specified in Exhibit A, its existing licenses for the Other Third Party Software and provide TAG access to and an irrevocable look access only right and license to use the Other Third Party Software and applicable Documentation. LMG, with the reasonable cooperation of TAG, will obtain from the applicable third party vendors all licenses, consents, authorizations and approvals that are necessary or appropriate for TAG to so Use the Other Third Party Software for purposes of performing the TPA Services and fulfilling its obligations under the New Customer Contracts, Subcontracts and Administrative Services and Teaming Agreement.  At TAG's request, LMG shall exercise and make available to TAG all rights and benefits available to it under LMG's existing license with the applicable third party vendors including LMG's rights to receive error corrections, support, maintenance and upgrades to or for the Other Third Party Software.

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Support Services. LMG shall provide the following with respect to the LMG Tools, CSC Software, Other Third Party Software and Documentation for the period specified in Exhibit A:

LMG shall provide (or will cause the third party vendor to provide) to TAG all error corrections and all operational and support assistance necessary to cause the LMG Tools, CSC Software and Other Third Party Software to perform in accordance with their Applicable Specifications. LMG shall also provide remedial support designed to provide a by-pass or temporary fix to a defect until the defect can be permanently corrected.

LMG shall provide (or will cause the third party vendor to provide) to TAG all upgrades, modifications, improvements, enhancements, extensions, and other changes to LMG Tools developed by LMG.

LMG shall provide (or will cause the third party vendor to provide) to TAG any revisions to the existing Documentation developed for the LMG Tools, CSC Software and Other Third Party Software or necessary to reflect all corrections, updates, upgrades, modifications, improvements, enhancements, extensions or other changes thereto.

LMG shall provide training to TAG with respect to the use of the LMG Tools, Other Third Party Software and Documentation as reasonably requested by TAG.

Hosting Services. LMG shall host the LMG Tools, CSC Software and Other Third Party Software at its existing data center facility in Petaluma, California for the period specified in Exhibit A. Except for downtime for scheduled maintenance, LMG shall make the LMG Tools, CSC Software and Other Third Party Software available to users between 7:00 a.m. to 9:00 p.m. Eastern Time. Notice of scheduled maintenance shall be provided to TAG via email at least ten (10) days before the scheduled maintenance. LMG shall be financially and operationally responsible for the hosting environment including maintenance, repair, replacement and upgrade, and the performance, availability, reliability, compatibility and interoperability of the LMG Tools, CSC Software, Other Third Party Software and hosting environment. LMG shall provide the hosting services through a dedicated telecommunications connection to TAG. The equipment, connectivity and other items located at LMG's existing data center facility in Petaluma, California that is described in Exhibit C to the Administrative Services and Teaming Agreement are included within the hosting environment and access to be provided by LMG under this Section 3.4.

Retained LMG Personnel. LMG shall exercise commercially reasonable efforts to maintain the employment of the LMG employees identified in Exhibit B (Retained Employees) for the estimated retention period specified in Exhibit B or such other period as TAG may reasonably request (Retention Period). LMG shall cause them to devote the same amount of time and attention to the performance of the services under this Agreement as they presently devote to such services.  In all events, LMG shall retain a sufficient number of qualified personnel to perform the LMG Services. The Retained Employees shall be employees of LMG for all purposes.  LMG shall be solely responsible for funding and distributing benefits under the benefit plans in which the Retained Employees participate and for paying any compensation and remitting any income, disability, withholding and other employment taxes for such Retained Employees. For clarity, the foregoing shall not affect TAG's obligation to reimburse LMG for the costs specifically identified as reimbursable by TAG during the period, and under the terms and conditions, set forth in  Sections 4.1 and  4.2 of this Agreement.

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Reports. LMG shall provide TAG with reports pertaining to the performance of the LMG Services and LMG's other obligations under this Agreement that permit TAG to perform the TPA Services and monitor and manage LMG's performance. Without limitation, TAG may identify reports to be generated by LMG and delivered to TAG on an ad hoc or periodic basis.

Source Code. Upon TAG's request, LMG will promptly provide to TAG one copy of the most current version of the source code for the LMG Tools. Thereafter, LMG will promptly and continuously update and supplement the source code as necessary with all revisions, corrections, enhancements, and other changes that LMG has developed for the LMG Tools.  If LMG breaches this Agreement or no longer provides the LMG Services for the LMG Tools, then LMG or its authorized agent will promptly provide to TAG one copy of the most current version of the source code for the LMG Tools, the License shall include the right to Use the source code version of the LMG Tools received under this Section as necessary to modify, maintain, and update the LMG Tools in accordance with the terms and conditions of this Agreement.

Continued Performance. LMG understand that TAG requires Use of the LMG Tools, CSC Software, Other Third Party Software, Documentation and LMG Services in order to perform the TPA Services for the New Customers. Accordingly, LMG agrees that LMG will perform its obligations under this Article in a manner that does not degrade, diminish or otherwise interfere with the TPA Services or result in any default by, or liability of, TAG under the New Customer Contracts (including any default or liability with respect to service levels or quality of service). Without limitation, LMG shall not under any circumstance, even during a dispute, suspend, terminate, diminish or degrade the performance of the LMG Tools, CSC Software, Other Third Party Software or LMG Services, or attempt or threaten to do the same.

ARTICLE IV CHARGES

Reimbursement Generally.  In consideration of the LMG Services and other obligations to be performed by LMG under this Agreement, TAG will reimburse LMG for the following items.

reasonable actual salary and direct benefits, consistent with past practice, paid to or on behalf of the Retained Employees during their Retention Period; provided that the total amount to be reimbursed under this Section 4.1(a) shall not exceed $783,367 per quarter, pro-rated for the number of days in any partial quarter of the Term,

any retention bonuses, salary increases (including for replacement personnel) or other change agreed to by the parties, and

during the period between the Effective Date and the date specified in Exhibit A, the designated percentage identified in Exhibit A of the reasonable actual out-of-pocket costs for the CSC Software and Other Third Party Software provided that the total amount to be reimbursed under this Sections 4.1(c) and Section 4.2 of the Administrative Services and Teaming Agreement shall not exceed the applicable amount identified in Section 4.2 of the Administrative Services and Teaming Agreement.

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The parties acknowledge that since not all of the Retained Employees will be dedicated solely to the performance of services under this Agreement, TAG will reimburse LMG only for a pro rata portion of the above-described salary and benefits based upon the documented and verifiable percentage of their working hours spent performing services for TAG.

4.2 Conditions of Reimbursement.

TAG shall have the right to approve any changes to the salary, benefits or other compensation of the Retained Employees and any new contracts, extensions or other changes to or for the items for which it is reimbursing LMG.  Such approval shall not be unreasonably withheld. LMG will advise TAG of any significant (i.e., more than ten percent (10%)) increase in any reimbursable costs, and TAG shall have the opportunity to require replacement or substitution of new or different sources for the items intended to achieve an overall lower cost.  LMG shall exercise commercially reasonable efforts to minimize such costs and, as a condition to TAG's reimbursement obligations, shall provide such detail and documentation as TAG may reasonably request.

LMG will invoice TAG monthly for its reasonable estimate of the amount due under Section 4.1 for that month. The first such invoice shall be delivered within five (5) days after the Effective Date and shall cover the period between the Effective Date and October 31, 2007. LMG shall reconcile the actual reimbursable costs incurred by TAG for the applicable month with such estimate in the invoice for the next month.

TAG shall make payment within twenty (20) days after receipt of LMG's invoice. Any amount not paid when due will thereafter bear interest at the rate of one percent (1%) per month.

TAG may contest, in good faith, any portion of an invoice and withhold payment of such contested amount, provided that TAG pays the portion of any invoice that it does not contest and attempts to try to resolve the dispute. Once the matter is resolved, TAG shall pay the agreed-upon amount within five (5) days thereafter.

Except as otherwise agreed by the parties in writing, there are no other or additional charges under this Agreement. LMG shall be responsible for all expenses that it may incur in connection with this Agreement. TAG agrees, however, to reimburse LMG for all reasonable and necessary travel and other out-of-pocket expenses that have been pre-approved by TAG in writing.

Extension of Conversion Date. TAG and LMG expect that the Conversion Date will occur on or before October 31, 2009. TAG may extend the Conversion Date to a date that is six (6) months after transition of the TPA Services for the New Customers from LMG's software and systems to TAG's software and systems; provided that the foregoing shall not be construed as requiring the extension of the license to the CSC Software, which the parties acknowledge expires twenty-seven (27) months after the Effective Date under the terms of the CSC Agreement. TAG shall seek to give LMG at least ninety (90) days (but in no event shall provide less than sixty (60) days) prior notice of any such extension.  If the delay was caused by TAG, the parties shall negotiate and agree upon an equitable adjustment to the reimbursable items and limits thereon based upon LMG's increased costs of performing the LMG Services during the extension.

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ARTICLE V WARRANTIES, INDEMNITIES, AND LIABILITIES

Warranty. LMG represents and warrants that:

The LMG Tools, CSC Software, Other Third Party Software and Documentation are and shall be free and clear of all liens and encumbrances, and TAG shall be entitled to Use them without disturbance;

No portion of the LMG Tools, CSC Software and Other Third Party Software contains, at the time of delivery, any back door, time bomb, Trojan horse, worm, drop dead device, virus, or other computer software routines or hardware components designed to (i) permit access or Use of such software or TAG's computer systems by LMG or a third party not authorized by this Agreement, or (ii) disable, damage or erase the software or data;

The LMG Tools, CSC Software and Other Third Party Software and the design thereof shall not contain preprogrammed preventative routines or similar devices which prevent TAG from exercising the rights granted to TAG under this Agreement or from utilizing the software for the purpose for which they were designed; and

Each item of LMG Tools and, to LMG's knowledge, the CSC Software and Other Third Party Software (i) shall be free from defects and (ii) shall function properly under ordinary Use and operate in conformance with its Applicable Specifications and Documentation.

During the period specified in Exhibit A, LMG will provide warranty service to TAG at no additional charge and will include all LMG Services or replacement software necessary to enable LMG to comply with the warranties set forth in this Agreement.

5.2 LMG Infringement Indemnification

LMG represents and warrants that (i) no LMG Tools, CSC Software, Other Third Party Software or Documentation provided under this Agreement is the subject of any claim, dispute, demand or litigation (Claim), and (ii) LMG has all right, title, ownership interest, and/or  rights necessary to provide such software and Documentation to TAG and that the License, the LMG Tools and Documentation and their license and Use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (Infringement). LMG shall indemnify and hold TAG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses including legal fees (Losses) resulting from or arising out of any breach or claimed breach of the foregoing warranties, or which is based on a claim of an Infringement and LMG shall defend and settle, at its expense, all suits or proceedings arising therefrom. TAG shall inform LMG of any such Claim against TAG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

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LMG shall notify TAG of any Claims against LMG based on an alleged Infringement of any party's intellectual property rights in and to the LMG Tools, CSC Software, Other Third Party Software or Documentation. In the event an injunction is sought or obtained against Use thereof or in TAG's opinion is likely to be sought or obtained, LMG shall promptly, at its option and expense, either (i) procure for TAG the right to continue to Use the infringing software or Documentation as set forth in this Agreement, or (ii) replace or modify the infringing software or Documentation to make its Use non-infringing while being capable of performing the same function without degradation of performance.

LMG's indemnification obligations under this Section 5.2 will expire twelve (12) months after the Conversion Date.

Notwithstanding the foregoing, LMG shall have no liability or obligation to any of the TAG ndemnities under this  Section 5.2 to the extent the claim of Infringement is caused by TAG's contributions to, misuse of or unauthorized modification of such item.

5.3 TAG Indemnification

TAG shall indemnify and hold LMG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all Losses resulting from or arising out of (i) any Infringement by software provided by TAG or PSC or (ii) TAG's contributions to, misuse of or unauthorized modification of LMG Tools, CSC Software, Other Third Party Software or Documentation provided by LMG under this Agreement; provided, however, that TAG shall have no obligation under this Section to the extent (A) the claim or Infringement was the result of LMG's failure to obtain the required consents or approvals for which it is responsible, (B) LMG failed to provide written notice of the duties, obligations or restrictions to which TAG is subject, or (C) TAG's contributions to, use of, modification or other activities is consistent in all material respects with LMG's activities in the twelve (12) months prior to the Effective Date. TAG shall defend and settle, at its expense, all suits or proceedings arising therefrom. LMG shall inform TAG of any such Claim against LMG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

TAG shall notify LMG of any Claims against TAG described in Section 5.3(a). In the event an injunction is sought or obtained against Use of software provided by TAG or PSC, or in LMG's opinion is likely to be sought or obtained, TAG shall promptly, at its option and expense, either (i) procure for LMG the right to continue to Use the infringing software, or (ii) replace or modify the infringing software to make its Use non-infringing while being capable of performing the same function without degradation of performance.

TAG's indemnification obligations under this Section 5.3 will expire twelve (12) months after the Conversion Date.

Notwithstanding the foregoing, TAG shall have no liability or obligation to any of the LMG ndemnities under this  Section 5.3 to the extent the claim of Infringement is caused by LMG's contributions to, misuse of or unauthorized modification of such item.

Other Indemnification.  LMG shall indemnify and hold TAG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all Losses resulting from or arising out of any Claim by New Customers arising from or relating to a breach of LMG's obligations under this Agreement. Notwithstanding the foregoing, LMG shall not be responsible for the claims based upon breach of new or additional obligations agreed to by TAG and the New Customers after the Effective Date without the prior approval of LMG; provided that

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the service levels in the New Customer Contracts, which are based upon, the service levels being achieved by LMG as of the effective date shall not be considered new or additional obligations.  LMG shall defend and settle, at its expense, all suits or proceedings arising therefrom. TAG shall inform LMG of any such Claim against TAG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

Limitation of Liability. Neither party shall be liable to the other pursuant to this Agreement for any amounts representing loss of profit, loss of business or indirect, consequential, exemplary, or punitive damages of the other party.  The foregoing shall not limit the indemnification, defense and hold harmless obligations set forth in this Agreement other than those set forth in Section 5.4 and shall not apply with respect to damages or losses arising from the wrongful termination of this Agreement by LMG, willful misconduct, gross negligence or breach of LMG's obligations under Section 3. 8.

5.6 Insurance

During the Term of the Agreement, LMG shall maintain and keep in force, at its own expense, the following minimum insurance coverages and minimum limits:

workers' compensation insurance, with statutory limits as required by the various laws and regulations applicable to the employees of LMG;

employer's liability insurance, for employee bodily injuries and deaths, with a limit of $500,000 each accident;

commercial general liability insurance, covering claims for bodily injury, death and property damage, including premises and operations, LMG's vicarious liability for acts of independent contractors, products, services and completed operations (as applicable to the Services), personal injury, contractual, and broad-form property damage liability coverages, with combined single limit of $1,000,000 per occurrence, and a general aggregate limit of $2,000,000, for bodily injury, death and property damage;

commercial automobile liability insurance, covering owned, non-owned and hired vehicles, with combined single limit of $1,000,000 per occurrence;

umbrella liability insurance, with a minimum limit of $5,000,000 per occurrence and $5,000,000 in the aggregate;

special form property insurance, on a replacement cost basis, covering the real and personal property of LMG which LMG is obligated to insure by the Agreement; such real and personal property may include equipment, furniture, fixtures and supply inventory; and

employee dishonesty insurance covering dishonest acts of employees; such insurance shall include a Joint Loss Endorsement in favor of TAG and be written for limits not less than $500,000.

All such policies of insurance of LMG shall provide that the insurer will give at least thirty (30) days prior written notice of cancellation to TAG. No such cancellation or material modification shall affect LMG's obligation to maintain the insurance coverages required by the Agreement. TAG shall be named as an additional insured on the commercial general liability insurance policies described above. All liability insurance policies shall be written on an occurrence policy form except for the policies described in (vii) and (viii) above

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which shall be on a claims made basis. TAG shall be named as loss payee as its interest may appear on the property insurance policies of LMG. LMG shall be responsible for payment of any and all deductibles from insured claims under its policies of insurance. All required policies of insurance will be placed with insurers with no less than an A.M. Best rating of A- VII. The coverage afforded under any insurance policy obtained by LMG pursuant to the Agreement shall be primary coverage regardless of whether or not TAG has similar coverage. LMG shall not perform under the Agreement without the prerequisite insurance. Upon TAG's request, LMG shall provide TAG with certificates of such insurance including renewals thereof.

The parties do not intend to shift all risk of loss to insurance. The naming of TAG as additional insured is not intended to be a limitation of LMG's liability and shall in no event be deemed to, or serve to, limit LMG's liability to TAG to available insurance coverages or to the policy limits specified in this Section 5.6 nor to limit TAG's rights to exercise any and all remedies available to TAG under contract, at law or in equity.

Survival of Article V. The provisions of this Article V shall survive the term or termination of this Agreement for any reason.

ARTICLE VI TERMINATION

Term. This Agreement shall become effective as of the Effective Date and, unless terminated under this Article, shall continue in effect until the Conversion Date (the Term); provided that, with respect to any LMG Tools identified in Exhibit A as having a license term beyond the Conversion Date, TAG's License to, and LMG's obligation to provide LMG Services for, such LMG Tools shall survive for the period specified in Exhibit A.

Termination for Cause. In the event that either party materially defaults in the performance of its duties or obligations set forth in this Agreement, and such default is not cured within thirty (30) days after written notice is given to the defaulting party specifying the default, then the party not in default may, by giving written notice thereof to the defaulting party, terminate the Agreement as of a date specified in such notice of termination.

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Termination for Insolvency or Bankruptcy. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of (a) the liquidation or insolvency of the other party, (b) the appointment of a receiver or similar officer for the other party, (c) an assignment by the other party for the benefit of all or substantially all of its creditors, (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or (e) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors' law for its relief or reorganization.

Termination Assistance. Commencing upon a notice of termination under Section 6.2 or 6.3 (including notice based upon default by TAG) and continuing for a period, designated by TAG, of up to twelve (12) months thereafter, LMG shall provide to TAG the reasonable termination assistance requested by TAG to allow the LMG Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the LMG Services to TAG or its designee (Termination Assistance). Termination Assistance shall include the following:

LMG shall provide all such information and assistance as may be necessary for TAG to transition off using the LMG Tools, CSC Software and Other Third Party Software or to install and implement the same.

LMG shall provide TAG with an extract of the Customer Data, including, without limitation, all policyholder and New Customer data.

TAG shall be permitted to undertake, without interference from LMG, to hire any Retained Employees. LMG shall waive its rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by TAG; provided that counter-offers and making available positions posted through LMG's placement system and generally available to other LMG employees shall not be prohibited under this Section.  TAG shall have reasonable access to such personnel for interviews and recruitment.

TAG's License to the LMG Tools and subject to the terms of the applicable third party license, CSC Software and Other Third Party Software and Documentation shall survive the termination for the period specified in Exhibit A, and LMG shall provide copies of all Documentation relevant to such license which is in LMG' possession.

At TAG's request, LMG shall exercise commercially reasonable efforts to assign to TAG its license for the CSC Software and any third party licenses for Other Third Party Software, and TAG shall assume the obligations under such licenses that relate to periods after such date. LMG shall also provide all Documentation relevant to such licenses which is in LMG's possession.

At TAG's request (i) assign to TAG leases and other contracts for some or all of the leased equipment included in the hosting environment or otherwise used to provide the LMG Services, and TAG shall assume the obligations under such leases that relate to periods after such date; and (ii) sell to TAG, at LMG's then current book value, some or all of such items owned by LMG. LMG shall also provide all Documentation relevant to such item which is in LMG's possession.

LMG shall obtain any necessary rights and thereafter make available to TAG, pursuant to reasonable terms and conditions, any third party services then being utilized by LMG in the performance of the LMG Services.

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The Parties contemplate that the activities described in this  Section 6.4 shall be completed before the Conversion Date as contemplated in the Administrative Services and Teaming Agreement (i.e., in the ordinary course of the transition projects described therein). If, however, any activities are not completed before the Conversion Date, then notwithstanding anything to the contrary and regardless of whether there has been notice of termination under Section 6.2 or 6.3, LMG shall complete any such activities that are reasonably requested by TAG before the Conversion Date.  LMG's obligations under the foregoing sentence shall survive the expiration of the Term.

Reimbursement for Termination Assistance.

Except as provided in this  Section 6.5, LMG shall perform or provide the Termination Assistance at no additional cost to TAG; provided that for clarity, the foregoing shall not affect TAG's obligation to reimburse LMG for the applicable costs specifically identified as reimbursable by TAG during the period, and under the terms and conditions, set forth in  Sections 4.1 and  4.2 of this Agreement and Section 4.2 of the Administrative Services and Teaming Agreement.  The Parties anticipate that, to the extent possible, the Termination Assistance requested by TAG will be provided by LMG using LMG personnel already performing the LMG Services. If Termination Assistance requested by TAG cannot be provided by LMG using such personnel (or incur costs that LMG would not otherwise incur in the performance of the LMG Services under this Agreement), LMG shall promptly notify TAG of such fact and advise TAG of the required personnel or costs. TAG, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by LMG or the schedules associated therewith to permit the performance of such Termination Assistance using such personnel and without additional cost. To the extent TAG authorizes LMG to use additional LMG personnel or incur additional cost to perform material Termination Assistance activities requested by TAG, TAG shall reimburse LMG for its reasonable actual out-of-pocket costs; provided LMG notifies TAG of such costs in advance and TAG's reimbursement shall be subject to the reporting and other conditions set forth in Sections 4.1 and 4.2 of this Agreement and Section 4.2 of the Administrative Services and Teaming Agreement.

LMG will provide Termination Assistance regardless of the reason for the termination; provided that if the LMG terminates this Agreement under Section 6.2 as a result of TAG's failure to pay amounts due LMG under this Agreement or under Section 6.3 as a result of TAG insolvency, LMG may require TAG to pay monthly, in advance, for any costs specifically identified in this Agreement as reimbursable by TAG during the period of Termination Assistance. To the extent TAG is obligated to pay in advance, LMG shall, prior to each month, provide TAG with a reasonable written estimate of the reimbursable costs for such month and LMG shall reconcile the actual reimbursable costs incurred by TAG with such estimate in the invoice for the next month.

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ARTICLE VII CONFIDENTIALITY

General. Each party (a Receiving Party) agrees that all Confidential Information provided or otherwise made available under this Agreement by the other party (a Disclosing Party) will be treated as confidential, regardless of whether marked or described as Confidential Information, and all confidentiality notices on that Confidential Information will be retained. In avoiding unauthorized disclosure or use of the Disclosing Party's Confidential Information, the Receiving Party will use at least the same degree of care, but no less than a reasonable degree of care, as it employs concerning its own Confidential Information of similar importance.

Definition.  Confidential Information shall mean, with respect to a party, all non-public written, electronic, and oral proprietary information communicated to the other party (or obtained by such other party while at the party's premises) during the Term in connection with this Agreement including information relating to a party's products, services, designs, methodologies, business plans, finances, marketing plans, customers or prospects  and the terms of this Agreement.  Confidential Information will not include information that (a) was known by the Receiving Party without an obligation of confidentiality before its receipt from the Disclosing Party, (b) is independently developed by the Receiving Party, (c) is or becomes publicly available without a breach by the Receiving Party of this Agreement, or (d) is disclosed to the Receiving Party by a third person who is not required to maintain its confidentiality.

Disclosure. The Receiving Party may disclose Confidential Information only to its own officers, directors, and employees and to its consultants, subcontractors, and advisors who reasonably need to know it for the purposes contemplated by this Agreement. The Receiving Party will be responsible to the Disclosing Party for any violation of the provisions of this Article VII by its officers, directors, employees, consultants, subcontractors or advisors.

Use. The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose not in furtherance of this Agreement, unless it obtains the Disclosing Party's prior written authorization.

Reproduction. Except as otherwise provided in writing between the Parties, the Receiving Party may not print, copy or reproduce in any way, in whole or in part, any documents or other media containing the Disclosing Party's Confidential Information, other than copies for its officers, directors, employees, consultants or advisors who reasonably need to know it for the purposes contemplated by this Agreement, without the prior written consent of the Disclosing Party.

Required Disclosure. If the Receiving Party is requested to disclose any of the Disclosing Party's Confidential Information as part of an administrative or judicial proceeding or pursuant to any government or securities exchange rule or regulation, the Receiving Party will, promptly notify the Disclosing Party of that request and cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or similar confidential treatment for the Confidential Information.  If no protective order or other confidential treatment is obtained, the Receiving Party will (a) disclose only that portion of the Confidential Information that is legally required to be disclosed based on the opinion of its counsel and (b) use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

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ARTICLE VIII DATA

Definition. Customer Data shall mean any data or information of any New Customer or of TAG created under a New Customer Contract that is provided to or obtained by LMG in connection with the performance of its obligations under this Agreement, including data and information with respect to the businesses, policyholders, customers, operations, products, rates, regulatory compliance and finances of any New Customer. Customer Data shall also include any data or information pertaining to any New Customer created, generated, collected or processed by LMG in the performance of its obligations under this Agreement.

TAG Ownership of Customer Data. Customer Data is and shall remain the property of TAG and/or the applicable New Customers. LMG shall promptly deliver Customer Data (or the portion of such Customer Data specified by TAG) to TAG in the format and on the media in which it exists as of the date of the request or in such other format or media as TAG reasonably requests. Upon TAG's request, LMG shall return, destroy or securely erase, as directed by TAG, all copies of the Customer Data in LMG's possession or under LMG's control within thirty (30) business days. LMG shall not withhold Customer Data under any circumstance including as a means of resolving a dispute. Customer Data shall not be utilized by LMG for any purpose other than the performance of the LMG Services and shall not be sold, assigned, leased, commercially exploited or otherwise provided to third parties by or on behalf of LMG or any LMG Personnel. LMG shall not possess or assert any lien or other right against or to Customer Data.

8.3 Safeguarding Customer Data.

LMG shall establish and maintain procedures and other safeguards against the destruction, loss, unauthorized access or alteration of Customer Data in the possession of LMG which are (i) no less rigorous than those maintained by LMG as of the Effective Date, and (ii) adequate to meet the requirements of the New Customer Contracts and applicable laws.  In the event LMG discovers or is notified of a breach or attempted breach of security relating to Customer Data, LMG shall (A) expeditiously notify TAG of such breach or attempted breach, (B) investigate such breach or attempted breach, (C) remediate the effects of such breach or attempted breach of security, and (D) provide TAG with such assurances as TAG shall request that such breach or attempted breach will not recur.

At TAG's request, LMG shall restore all destroyed, lost or altered Customer Data. Unless TAG has caused the destruction, loss or alteration, LMG shall be responsible for the cost of restoring such data.

File Access. TAG shall have unrestricted access to, and the right to review and retain the entirety of, all computer or other files containing Customer Data, as well as all systems and network logs, system parameters and documentation. At no time shall any of such files or other materials or information be stored or held in a form or manner not immediately accessible to TAG.

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ARTICLE IX DISASTER RECOVERY

LMG shall maintain a disaster recovery plan and a business continuity plan, and the necessary resources and capabilities covering the data center facilities used by LMG to operate all of the LMG Tools, CSC Software and Other Third Party Software, to fully perform the LMG Services under this Agreement in accordance with its terms and the terms of the New Customer Contracts. The plans will be made available to TAG for review upon TAG's request. LMG agrees that it will (a) test the plans at least once every calendar year during the Term hereof, and certify to TAG that such plans are fully operational, and (b) consult with TAG regarding the priority to be given to the LMG Services during any such disaster. When implemented by LMG, the plans shall enable LMG to provide all of the LMG Services within the recovery time objectives required under the New Customer Contracts. The occurrence of a Force Majeure event shall not relieve LMG of its obligation to implement its disaster recovery and business continuity plans and provide disaster recovery and business continuity services.

ARTICLE X MISCELLANEOUS

Binding Nature, Assignment, and Subcontracting. This Agreement shall be binding on the parties and their respective successors in interest and assigns, but neither party shall have the power to assign this Agreement without the prior written consent of the other party. LMG may not subcontract or delegate any of its duties or obligations of performance in this Agreement to any third party without the prior written consent of TAG. If TAG grants such consent, LMG shall remain fully responsible for complete performance of all of LMG's obligations set forth in this Agreement and for any such third party's compliance with the confidentiality and other provisions set forth in this Agreement.

Media Releases. Except for any announcement intended solely for internal distribution by a party or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of the party, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by a party, its affiliates, employees or agents relating to this Agreement or its subject matter, or including the name, trade name, trade mark, or symbol of a party or any affiliate of a party, shall be coordinated with and approved in writing by that party prior to the release thereof.

Notices. All notices which are required to be given pursuant to this Agreement shall be in writing and shall be delivered by first class mail postage prepaid, sent by overnight express or similarly recognized overnight delivery with receipt acknowledged or by facsimile, with a copy thereof sent by one of the other means. Notices shall be deemed to have been given at the time delivered and shall be addressed as follows or to such other address as a party may designate by proper notice hereunder:

if to TAG: with copies to: Transaction Applications Group, Inc. 421 South 9th Street, Suite 222 Lincoln, Nebraska 68508 Attention: President

Perot Systems Corporation 2300 West Plano Parkway Plano, Texas 75075 Attn: Thomas D. Williams     if to LMG: Legacy Marketing Group, Inc. 2090 Marina Avenue Petaluma, CA 94954 Attention: President

with copies to: Stokes Lazarus & Carmichael LLP 80 Peachtree Park Drive N.E. Atlanta, GA 30309 Attention: Michael Ernst, Esquire

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Force Majeure. The term Force Majeure shall mean fires or other casualties or accidents, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, or any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency. A party whose performance is prevented, restricted, or interfered with by reason of a Force Majeure condition shall be excused from such performance to the extent of such Force Majeure condition so long as such party provides the other party with prompt written notice describing the Force Majeure condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.

Severability. If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such provision, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, another provision that is legal and enforceable and achieves the same objective shall be substituted.  If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

Dispute Resolution. In the event of any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall continue performance as set forth in this Agreement and shall attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute.

Waiver. Any waiver of this Agreement or of any covenant, condition, or agreement to be performed by a party under this Agreement shall (a) only be valid if the waiver is in writing and signed by an authorized representative of the party against which such waiver is sought to be enforced, and (b) apply only to the specific covenant, condition or agreement to be performed, the specific instance or specific breach thereof and not to any other instance or breach thereof or subsequent instance or breach.

Remedies. All remedies set forth in this Agreement, or available by law or equity shall be cumulative and not alternative, and may be enforced concurrently or from time to time. If LMG breaches its obligations under Section 3.8, TAG will be irreparably harmed. In such a circumstance, TAG may proceed directly to court and, without any additional findings of irreparable injury or other conditions to injunctive relief, LMG shall not oppose the entry of an order compelling performance by LMG and restraining it from any further breaches. In addition to any other remedies available under this Agreement, with respect to any amounts to be paid or reimbursed by TAG or PSC hereunder or under the LMG Documents that are not paid or reimbursed when due, TAG and/ or PSC may, upon ten (10) days prior notice, set off against such amount any amount that LMG is obligated to pay or credit to TAG or PSC hereunder or under the LMG Documents.  For clarity, the foregoing shall not apply to, and TAG and PSC shall not seek to set-off against, commission payments to be paid to LMG producers and agents and other amounts held by TAG in its administrative capacity under the New Customer Contracts and Subcontracts.

Compliance with Laws. In the performance of LMG Services or the provision of LMG Tools and Documentation pursuant to this Agreement, LMG shall comply with the requirements of all applicable laws, ordinances, and regulations of the United States or any state, country, or other governmental entity. LMG shall indemnify, defend, and hold TAG harmless from and against any and all claims, actions, or damages arising from or caused by LMG's failure to comply with the foregoing.

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Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement which (a) the parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration.

GOVERNING LAW. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF GEORGIA.

Unauthorized Representations and Relationship of the Parties.  Neither party shall (a) represent that this Agreement or the relationship created by this Agreement covers more than is specifically agreed to by the parties or (b) without the other party's prior written consent, make any representations or create any warranties, express or implied, concerning such other party or its products or services. This Agreement shall not constitute or create a joint venture, partnership or formal business organization of any kind. The parties shall be independent contractors, and the employees of one shall not be employees or agents of the other.

No Third Party Beneficiaries. The parties do not intend this Agreement to create any rights enforceable by a third party.

Construction. Unless herein otherwise provided, or unless the context shall otherwise require, references to Articles, Sections, and other subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement. The term or will not be interpreted as excluding any of the items described. The term include or any derivative of such term does not mean that the items following such term are the only types of such items.  Neither this Agreement nor any provision contained in this Agreement will be interpreted in favor of or against any party hereto because such party or its legal counsel drafted this Agreement or such provision.

Entire Agreement. This Agreement constitutes the entire and exclusive statement of the agreement between the parties with respect to its subject matter and there are no oral or written representations, understandings or agreements relating to this Agreement which are not fully expressed in the Agreement. This Agreement shall not be amended except by a written agreement signed by both parties. All exhibits referenced in this Agreement or attached to this Agreement, are an integral part of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and any such exhibit, the terms of this Agreement shall be controlling unless otherwise stated or agreed.

SPACE BELOW INTENTIONALLY BLANK - SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, LMG and TAG have executed this Agreement as of the Effective Date.

LEGACY MARKETING GROUP, INC. TRANSACTION APPLICATIONS GROUP, INC.

By: /s/ R. Preston Pitts By: /s/ John Vonesh

Printed Name: R. Preston Pitts Printed Name: John Vonesh

Title: President Title: President

Answer:
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?