instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
question:
[Confidential Treatment Requested]

                     Exhibit 10.11

CO-BRANDING AGREEMENT

This Co-Branding Agreement (this Agreement) dated March 3, 2000 (the Effective Date) is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, 19044 (VerticalNet), and Impresse Corporation, a California Corporation, having a principal place of business at 1309 South Mary Avenue, Sunnyvale, California, 94087 (Impresse).

BACKGROUND

WHEREAS, VerticalNet owns and operates a series of Online Communities (defined below) that are accessible via the World Wide Web, each of which is designed to be an online gathering place for businesses of a certain type or within a certain industry; and

WHEREAS, Impresse desires to provide its commercial printing services (the Impresse Services) to Users (defined below) of VerticalNet Sites (defined below); and

WHEREAS, Impresse and VerticalNet desire to create Co-Branded Site (defined below) where users will be able to register to review and utilize the Impresse Services and to promote such Co-Branded Site on VerticalNet Sites.

NOW, THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound hereby, VerticalNet and Impresse agree as follows:

1.  DEFINITIONS

1.1. AFFILIATE shall mean, when used with reference to a party, any individual or entity directly or indirectly controlling, controlled by or under common control with such party. For purposes of this definition, control means the direct or indirect ownership of at least 50% of the outstanding voting securities of a party, or the right to control the policy decisions of such party.

1.2. BANNER shall mean a graphical image advertising the Impresse Site that is posted in an area reasonably designated by VerticalNet for similar banner advertisements and shall contain a Link (defined below) to the Co-Branded Site.

1.3. CO-BRANDED CONTENT shall mean all materials, data and similar information presented on the pages of the Co-Branded Site.

1.4. CO-BRANDED SITE shall mean the Site (defined below) that contains both a Frame (defined below) and a Window (defined below) which includes the Impresse Area (defined below) and the VerticalNet Area (defined below) of the Co-Branded Site.

1.5. CONFIDENTIAL INFORMATION shall mean, subject to the provisions of Section 7.2  [EXCLUSIONS], all proprietary and confidential information of a party, including, without limitation, trade secrets, technical information, business information, sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other trade secrets and proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, that the other party has access to or receives. For purposes of this Agreement,

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* Represents confidential information for which Impresse Corporation is seeking confidential treatment with the Securities and Exchange Commission.

the Co-Branded Content shall not be considered Confidential Information of Impresse. For purposes of this Agreement, this Agreement shall be considered Confidential Information.

1.6. E-COMMERCE CENTER shall mean a web page on a VerticalNet Site which is customized by VerticalNet to include a vendor's information, including the vendor's branding; a Link to the vendor's catalog, auction item listings; the vendor's career center including employment information; archives of; and Links to other related content locations.

1.7. FRAME shall mean a portion of a Web page which surrounds a Window on the top and left.

1.8. IMPRESSE AREA shall mean the Window portion of the Impresse Site (defined below) less the Frame that will be placed around the Window of the Co-Branded Site.

1.9. IMPRESSE MARK shall mean any trademark, service mark, trade name, domain name, design or logo of Impresse or its Affiliates.

1.10. IMPRESSE SITE shall mean the Site located at www.impresse.com (and any successor Site thereto).

1.11. IMPRESSE-VERTICALNET REVENUE shall have the meaning defined in Section 4.6.2  [REVENUE SHARING].

1.12. INTELLECTUAL PROPERTY shall mean any and all trade secrets, patents, copyrights, trademarks, service marks, URLs, trade dress, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.

1.13. INTELLECTUAL PROPERTY RIGHTS shall mean all rights in and to Intellectual Property, including, without limitation, all patent rights, copyrights, trademarks, service marks, know-how and trade secrets.

1.14. LAUNCH DATE shall mean the day on which the Co-Branded Site and the V-Solutions Area become fully operational and generally available on the Internet.

1.15. LINK shall mean a link, including but not limited to a hyperlink,

Source: IMPRESSE CORP, S-1/A, 3/22/2000





button or banner, that connects two Sites in a manner so that when a User clicks on the link, the User is transferred directly from one Site to a second Site.

1.16. NEWSLETTER shall mean a text message containing information supplied by Impresse and approved by VerticalNet (which approval shall not be unreasonably withheld) that is transmitted via e-mail to Users of the VerticalNet Sites who have provided their e-mail addresses to VerticalNet along with permission to transmit such messages to the e-mail address.

1.17. ONLINE COMMUNITY shall mean a VerticalNet Site that acts as a comprehensive source of information, dialogue and commerce for and links to E-Commerce Centers and other Sites for a particular industry or service market.

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1.18. PROPRIETARY FEATURE shall mean any name, trademark, service mark, trade name, domain name, navigational element, copyright, or logo which is proprietary to Impresse and/or VerticalNet, as appropriate.

1.19. SITE shall mean a site located on the World Wide Web portion of the Internet.

1.20. TERM shall have the meaning set forth in Section 5.1  [TERMINATION AND RENEWAL]

1.21. URL shall mean a universal resource locator used for the purpose of identifying a Site located on the Internet.

1.22. USER shall mean a single person who accesses and views a Site whether directly from a web browser or through a Link.

1.23. USER DATA shall mean all data generated by an Internet server that relates to file requests, user identification, transaction logs, session times and other information regarding the Users generated or collected by or through a Co-Branded Site, but excluding any information that relates or refers to a particular project of such User.

1.24. V-SOLUTIONS AREA shall mean a hub page accessible via a Link from the home page of each VerticalNet Site which shall contain a list of categories of business services, with each category further listing entities that provide such services. Each individual company listing shall contain a Link to a Web page hosted by VerticalNet that describes such company and the services it offers. The V-Solutions Area will also feature the V-Solutions Link (defined below).

1.25. V-SOLUTIONS LINK shall mean the Link from the V-Solutions Area to the Co-Branded Site.

1.26. VERTICALNET AREA shall mean the Frame area of the Co-Branded Site.

1.27. VERTICALNET MARK shall mean any trademark, service mark, trade name, domain name, design or logo of VerticalNet.

1.28. VERTICALNET-IMPRESSE USERS shall have the meaning defined in Section 4.6.1  [VerticalNet Impresse Users]

1.29. VERTICALNET SITE shall mean a Site owned and operated by VerticalNet in the United States or a portion of such Site designated by VerticalNet.

1.30. WINDOW shall mean a portion of a Web page that is surrounded by a Frame.

1.31. YEAR 2000 COMPLIANT shall mean with respect to any computer software that to the extent that such software contains date-dependent functionality, will: (1) contain four digit year codes, (2) properly process dates and date values before, through and beyond January 1, 2000, including date calculations with dates both before and after January 1, 2000, and (3) not suffer any impact on performance as a result of dates beyond January 1, 2000; provided, however, that for this warranty to apply the operating systems on which such software is being run, and any network servers, Web browsers, databases and other software that is used in conjunction with such software must also be Year 2000 Compliant as defined herein.

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2.   CO-BRANDED SITE

2.1. Impresse shall be responsible for: (a) the design, layout, development, hosting and maintenance of the Impresse Area of the Co-Branded Site; (b) providing VerticalNet with reasonable instructions and information regarding the Impresse Services; (c) providing a tabbed area prominently featured in a user interface within the Impresse Area of the Co-Branded Site that points to a VerticalNet Online Community or Online Communities; (d) modifying the Impresse online registration forms and system available on the Co-Branded Site to require Impresse users to identify and match their business activities with a VerticalNet Online Community or Online Communities; and (e) providing VerticalNet with the URL addresses for the Co-Branded Site.

2.2. VerticalNet shall be responsible for: (a) the design, layout, development, hosting and maintenance of the VerticalNet Area of the Co-Branded Site; and (b) the design, layout, development, hosting and maintenance of the V-Solutions Link.

2.3. Beginning on the Launch Date and continuing during the Term, VerticalNet shall display the V-Solutions Area on the VerticalNet Sites. VerticalNet shall likewise, during the Term, implement and maintain the V-Solutions Link.

2.4. Beginning on the Launch Date and continuing during the Term, VerticalNet shall not place advertising relating to the commercial printing entities listed on Exhibit A, or other such entities subsequently identified by Impresse, on the VerticalNet Area of the Co-Branded Site.

2.5. Impresse hereby grants to VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the Impresse Area of the Co-Branded Site. Impresse shall permit Users who access the Co-Branded Site to access and use Co-Branded Content from the Co-Branded Site for the personal use of such Users in accordance with the then-current terms of Impresse's standard license agreement governing the use of such Co-Branded Content.

Source: IMPRESSE CORP, S-1/A, 3/22/2000





2.6. Nothing in this Agreement shall be construed as preventing Impresse or VerticalNet from developing other co-branded versions of their materials, data, information and content.

3.   ONGOING SUPPORT

3.1. Impresse shall use commercially reasonable efforts to respond to all support requests by VerticalNet relating to the Co-Branded Site within one Business Day (as defined below) of Impresse's receipt of such notification. Impresse shall use reasonable efforts to cure the reported problem as soon as reasonably possible. VerticalNet shall provide Impresse with all information reasonably requested by Impresse in connection with a reported problem for which VerticalNet is requesting support under this Section 3.1  [ONGOING SUPPORT]. VerticalNet shall use commercially reasonable efforts to respond to all support requests by Impresse relating to the Co-Branded Site within one Business Day (as defined below) of VerticalNet's receipt of such notification. VerticalNet shall use reasonable efforts to cure the reported problem as soon as reasonably possible. Impresse shall provide VerticalNet with all information reasonably requested by VerticalNet in connection with a reported problem for which Impresse is requesting support under this Section 3.1  [ONGOING SUPPORT].

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[Confidential Treatment Requested]

3.2. Impresse will identify to VerticalNet primary and secondary contacts who will be familiar with the Co-Branded Site and this Agreement. VerticalNet will identify to Impresse primary and secondary contacts who will be familiar with the Co-Branded Site and this Agreement.

3.3. VerticalNet shall have access to technical support from Impresse by telephone from 8 a.m. Pacific Standard Time to 5 p.m. Pacific Standard Time, Monday through Friday, Impresse holidays excluded (each a Business Day, collectively Business Days). Impresse shall have access to technical support from VerticalNet by telephone from 6 a.m. Eastern Standard Time to 6 p.m. Eastern Standard Time, Monday through Friday, VerticalNet holidays excluded.

4.   THE COMMERCIAL TERMS

4.1. DEVELOPMENT FEES. For the design, development and integration of the V-Solutions Area and the VerticalNet Area of the Co-Branded Site, Impresse shall pay to VerticalNet a one-time, nonrefundable development fee in the amount of [*] payable on the Effective Date.

4.2. SLOTTING FEES. For the display of the V-Solutions Area and the V-Solutions Link, Impresse shall pay to VerticalNet a slotting fee in the amount of [*] payable pursuant to the terms of Section 4.5  [PAYMENT TERMS].

4.3. BANNER/NEWSLETTER PURCHASE COMMITMENT. During the Term of this Agreement, Impresse agrees to purchase from VerticalNet Banners and Newsletters for a total price of at least $[*] as set forth below in this Section 4.3  [BANNER/NEWSLETTER PURCHASE COMMITMENT]. All prices for such Banners and Newsletters shall be offered to Impresse at a [*]% discount off of VerticalNet's then current prices for similar Banners or Newsletters. All purchases shall be subject to VerticalNet's standard terms and conditions governing advertising on VerticalNet Sites. Impresse agrees to purchase at least $[*] of such Banners and Newsletters in each calendar quarter after the Effective Date until a total of $[*] have been purchased, provided, the total dollar amount purchased by Impresse in any calendar quarter shall not consist of greater than 70% of either Banners or Newsletters. Payment of the fees set forth in this Section shall be made pursuant to the terms of Section 4.5  [PAYMENT TERMS].

4.4. HOSTING FEE. Impresse shall pay VerticalNet a service fee of $[*] for the hosting and maintenance of the Co-Branded Site and the V-Solutions Link, payable pursuant to the terms of Section 4.5  [PAYMENT TERMS].

4.5. PAYMENT TERMS. Impresse shall pay the fees set forth in Sections 4.2  [SLOTTING FEES], 4.3  [BANNER/NEWSLETTER PURCHASE COMMITMENT] and 4.4  [HOSTING FEE] as an aggregate, totaling $[*] payable in four equal quarterly installments of $[*] beginning on May 31, 2000 and thereafter on August 31, 2000 November 30, 2000 and February 28, 2001, respectively.

4.6. REVENUE SHARING. Impresse shall pay VerticalNet [*]of Impresse VerticalNet Revenue accruing during the term of this Agreement, payable to VerticalNet on or before the thirtieth day of the calendar quarter immediately following the quarter in which such revenue was collected by Impresse. Such payments shall be accompanied by a statement containing reasonable detail of the type and number of transactions from which the Impresse

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* Represents confidential information for which Impresse Corporation is seeking confidential treatment with the Securities and Exchange Commission.

VerticalNet Revenue was derived, the total Impresse VerticalNet Revenue for such period and the total fees payable to VerticalNet pursuant to this Section 4.6  [REVENUE SHARING].

4.6.1. VerticalNet Impresse Users are the Users that register with Impresse through the Co-Branded Site, but specifically excluding those Users who have previously registered with Impresse other than through the Co-Branded Site.

4.6.2. The Impresse VerticalNet Revenue is Impresse's total net transaction and subscription revenues collected by Impresse during the term of this Agreement from VerticalNet Impresse Users.

4.6.3. If government regulations prevent Impresse from sharing any revenues associated with Impresse Services, VerticalNet and Impresse shall negotiate in good faith a compensation structure that seeks to provide VerticalNet with compensation equal to that set forth in Section 4.6  [REVENUE SHARING].

4.7. TAXES. All payments required under this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments. When applicable, such taxes shall appear as separate items on a party's invoice or statement to the other party. Payment of such taxes or charges shall be the responsibility of the party whose obligation it is under this Agreement to make the payment in respect of which such taxes are assessed, excluding any taxes based upon the other party's net income. In lieu thereof, a party shall provide the other party with a tax or levy exemption certificate acceptable to the taxing or levying authority.

Source: IMPRESSE CORP, S-1/A, 3/22/2000





4.8. AUDITS. During the term of this Agreement and for one year thereafter, VerticalNet shall have the right to appoint a certified public accountant to audit Impresse's financial records relating to such payment to verify the accuracy of Impresse's financial records in order to verify the amount of the payments owed and/or paid hereunder, but no more frequently than once per year. If the amount owed by Impresse to VerticalNet was underpaid, the additional amount owed shall be paid to VerticalNet within 15 days of notice of such underpayment to Impresse. If the amount owed by Impresse to VerticalNet was underpaid in excess of 10% of the amount owed, the fees of such audit shall also be paid to VerticalNet within 15 days of notice of such to Impresse. If the amount owed by Impresse to VerticalNet was overpaid, the excess amount paid shall be returned by VerticalNet within 15 days of notice of such overpayment. VerticalNet shall give reasonable advance notice to Impresse of such audit and each audit shall be conducted in a manner that does not cause unreasonable disruption to the conduct of business by Impresse. The results of any such audit shall be deemed to be Confidential Information and may not be disclosed by either party or its certified public accountants except as may be necessary to enforce such party's rights.

4.9. INTEREST. All payments not paid by the date such payments are due shall bear interest from the due date to the date payments are actually paid at the lower of (i) 1% per month or (ii) the maximum rate permitted by law.

5.   TERMINATION AND RENEWAL

5.1. The Term of this Agreement shall begin on the Effective Date and shall end fifteen months therefrom.

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5.2. Either party may terminate this Agreement immediately upon written notice to the other party in the event of any material breach of a term of this Agreement by such other party that remains uncured 30 days after written notice of such breach was received by such other party or, if the breach is not reasonably capable of cure within 30 days, such longer period, not to exceed 60 days, so long as the cure is commenced within the 30-day period and thereafter is diligently prosecuted to completion as soon as possible and in any event within 60 days.

5.3. Upon termination or expiration of this Agreement, (i) Impresse shall no longer have the right to use any VerticalNet Mark, (ii) VerticalNet shall no longer have the right to use any Impresse Mark; (iii) Impresse may no longer make any Co-Branded Content available for access and use through the Co-Branded Site; (iv) VerticalNet shall cease framing the Window in the Co-Branded Site; (v) VerticalNet shall remove the V-Solutions Link from the V-Solutions Area; and (vi) VerticalNet shall cease displaying or transmitting all Banners and Newsletters of Impresse.

5.4. Following expiration or termination of this Agreement, the terms and provisions of Article 4  [THE COMMERCIAL TERMS] above shall continue to govern Impresse's payment obligations for any payment obligations accruing during the term of this Agreement. Following termination, Impresse shall provide VerticalNet with a final accounting with respect to this Agreement and tender payment of amounts due under Article 4  [THE COMMERCIAL TERMS] at the next scheduled payment date.

6.   DISPUTE RESOLUTION

6.1. NEGOTIATION AND ESCALATION. If any controversy or claim arises relating to this Agreement, the parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management. If negotiation does not result in a resolution within 30 days of the date one party first notifies the other of the controversy or claim, either party may resort to arbitration under Section 6.2  [ARBITRATION].

6.2. ARBITRATION. Any controversy or claim between the parties concerning any breach or alleged breach of this Agreement or performance or nonperformance of any obligation under this Agreement which cannot be resolved by negotiation will be resolved by binding arbitration under this Section 6.2  [ARBITRATION] and the then-current Commercial Rules and supervision of the American Arbitration Association (the AAA). If any part of this Section 6.2  [ARBITRATION] is held to be unenforceable, it will be severed and will not affect either the duty to arbitrate or any other part of this Section 6.2  [ARBITRATION]. The arbitration will be held before a sole disinterested arbitrator who is knowledgeable in business information and the Internet and experienced in handling commercial disputes. The arbitrator shall be appointed jointly by the parties hereto within 30 days following the date on which the arbitration is instituted. If the parties are unable to agree upon the arbitrator within such 30-day period, the AAA shall be instructed to select such arbitrator within 15 days thereafter. The arbitrator's award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the State of Delaware.

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6.3. EQUITABLE RELIEF. Notwithstanding anything to the contrary in this Agreement, in the event of an alleged violation of Article 7  [CONFIDENTIALITY] of this Agreement by either party, the party alleging such a violation may seek temporary and permanent injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator. The party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request that the AAA proceed under its rules for an expedited hearing.

6.4. COSTS. Unless the arbitrator, if any, determines otherwise, each party will bear its own attorneys' fees and other costs associated with the negotiation and arbitration provided for by this Article 6  [DISPUTE RESOLUTION], except that costs and expenses regarding the arbitrators shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other party. To the extent that any claim in arbitration relates to the collection of amounts owed under Article 4  [THE COMMERCIAL TERMS], the party entitled to collect such amounts shall be entitled to recover all reasonable costs of collection, including expenses and attorneys' fees that are incurred.

6.5. TWO YEAR LIMITATION. Except for claims under Sections 9.4  [INDEMNIFICATION BY IMPRESSE] and 9.5  [INDEMNIFICATION BY VERTICALNET]

Source: IMPRESSE CORP, S-1/A, 3/22/2000





hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.

6.6. CONFIDENTIALITY. In order to facilitate the resolution of controversies or claims between the parties with respect to each party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other party hereto in accordance with Article 7  [CONFIDENTIALITY].

6.7. REMEDIAL MEASURES. In the event of (a) any material remediable breach of this Agreement by the other party which remains uncured 30 days after notice of such breach was received by the other party or (b) any material breach which cannot be cured, the non-breaching party may take reasonable remediable measures upon prior written notice and at the cost and expense of the breaching party without prejudice and in addition to any other rights arising from such breach. In addition, the non-breaching party shall take reasonable steps to mitigate damages arising out of such breach.

7.   CONFIDENTIALITY

7.1. CONFIDENTIALITY OBLIGATIONS. Except as permitted elsewhere under this Agreement, each party agrees to take Reasonable Steps (as defined below) (a) to receive and maintain the Confidential Information of the other party in confidence and (b) not to disclose such Confidential Information to any third parties, provided, the receiving party may disclose such Confidential Information to its employees, representatives and agents who have a need to know such information for purposes of carrying out the terms of this Agreement. Neither party hereto shall use all or any part of the Confidential Information of the other party for any purpose other than to perform its obligations under this Agreement. The parties will take Reasonable Steps (as defined below) to ensure that their employees, representatives and agents comply with this provision. As used herein, Reasonable Steps means at least the same degree of care that the

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receiving party uses to protect its own Confidential Information, and, in no event, not less than reasonable care.

7.2. EXCLUSIONS. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time it was disclosed to the receiving party, as evidenced by records of the receiving party; (c) is independently developed by employees of the receiving party who had no knowledge of or access to such information, as evidenced by records of the receiving party; (d) is received from a third party who is under no obligation of confidentiality to the disclosing party; or (e) must be disclosed pursuant to applicable laws, rules or regulations; provided, however, that the receiving party first gives the disclosing party notice and a reasonable opportunity to secure confidential protection of such Confidential Information.

7.3. TERMINATION. Subject to Section 10.11  [SURVIVAL], upon termination of this Agreement, all Confidential Information shall be returned to the disclosing party or, at the request of the disclosing party, destroyed unless otherwise specified or permitted elsewhere under this Agreement. Subject to Section 7.6  [USER DATA], the confidentiality obligations contained in this Article 7  [CONFIDENTIALITY] shall survive termination of this Agreement for a period of three years.

7.4. INJUNCTION. Each party acknowledges and agrees that the provisions of this Article 7  [CONFIDENTIALITY] are reasonable and necessary to protect the other party's interests in its Confidential Information, that any breach of the provisions of this Article 7  [CONFIDENTIALITY] may result in irreparable harm to such other party, and that the remedy at law for such breach may be inadequate. Accordingly, in the event of any breach or threatened breach of the provisions of this Article 7  [CONFIDENTIALITY] by a party hereto, the other party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching party from engaging in and/or continuing any conduct that would constitute a breach of this Article 7  [CONFIDENTIALITY], without posting a bond or other security.

7.5. PUBLICITY. Neither party will originate any press release concerning the relationship between the parties or the transactions described in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, as soon as reasonably practicable following the Effective Date, VerticalNet and Impresse shall jointly issue a press release with respect to entering into this Agreement.

7.6. USER DATA. Impresse shall provide VerticalNet with User Data on each User that submits information through the Co-Branded Site by sending an email with such information to an email address designated by VerticalNet at the time the request occurs. User Data shall be maintained by each Party as Confidential Information of the other Party during the Term and 5 years thereafter, provided such User Data may be disclosed only as part of an aggregation or analysis of all User Data but not as independent data. Upon termination of the Agreement, VerticalNet and Impresse shall jointly own all User Data. Neither Party shall use the User Data other than in accordance with the VerticalNet privacy policy and all applicable laws during the Term and thereafter.

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8.   REPRESENTATIONS AND WARRANTIES

8.1. REPRESENTATIONS AND WARRANTIES. Each party hereby represents, covenants and warrants that:

8.1.1. It has the corporate power to enter into this Agreement and to grant the rights and licenses granted herein and to otherwise perform this Agreement;

8.1.2. It is not a party to any agreement or understanding and knows of no law or regulation that would prohibit it from entering into and performing this Agreement or that would conflict with this Agreement;

8.1.3. When executed and delivered by it, this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with this Agreement's terms, except as enforcement may be limited by laws or regulations relating to bankruptcy, insolvency and creditors rights or by principles of equity;

Source: IMPRESSE CORP, S-1/A, 3/22/2000





8.1.4. The portions of the Co-Branded Site provided by such party are and will continue to be Year 2000 Compliant;

8.1.5. To the best of its knowledge, the portions of the Co-Branded Site provided by such party and its own Site do not and will not (i) contain any known viruses, Trojan Horse, worm or harmful code the purpose of which is to disable or interrupt the operating of a computer system or destroy, erase or otherwise harm any data, software or hardware, (ii) contain any false, misleading, libelous or defamatory statements, (iii) constitute an invasion of the rights of privacy or publicity of any third party, (iv) violate any applicable laws, rules and regulations or (v) infringe, violate or misappropriate any Intellectual Property Rights of any third party.

9.   DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1. DISCLAIMER OF WARRANTIES BY VERTICALNET. EXCEPT AS EXPRESSELY SET FORTH IN THIS AGREEMENT, VERTICALNET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE VERTICALNET SITES, THE V-SOLUTIONS AREA, THE V-SOLUTIONS LINK AND THE VERTICALNET AREA OF THE CO-BRANDED SITE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VERTICALNET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AS TO THE USER INTERFACE OR USER EXPERIENCE ASSOCIATED WITH THE VERTICALNET SITES AND RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE PLACEMENT OF ALL LINKS, URLS AND PROPRIETARY FEATURES; PROVIDED, HOWEVER, THAT IN THE EVENT VERTICALNET REDESIGNS THE USER INTERFACE, SUCH LINKS, URLS AND PROPRIETARY FEATURES SHALL RECEIVE MUTUALLY AGREEABLE PLACEMENT SUBSTANTIALLY SIMILAR TO THE ORIGINAL DESIGN.

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9.2. DISCLAIMER OF WARRANTIES BY IMPRESSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IMPRESSE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE IMPRESSE AREA OF THE CO-BRANDED SITE AND THE IMPRESSE SITE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.3. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 7 OR SECTION 8.1.5  [REPRESENTATIONS AND WARRANTIES] (v) AND THE INDEMNIFICATION OBLIGATIONS OF IMPRESSE UNDER SECTION 9.4(i)(d)  [INDEMNIFICATION BY IMPRESSE] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 9.5(i)(d)  [INDEMNIFICATION BY VERTICALNET], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4. INDEMNIFICATION BY IMPRESSE. Subject to Section 9.6  [PROCEDURE], Impresse shall (i) defend at its sole expense VerticalNet and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party and caused by, relating to, based upon, arising out of or in connection with (a) any breach by Impresse of the representations, warranties or agreements made by it in Section 8 of this Agreement, (b) negligence, recklessness or intentional misconduct on the part of Impresse or its officers, directors, employees, agents or consultants, (c) any claim arising out of VerticalNet's authorized use or possession of the portions of the Co-Branded Site provided by Impresse and the Impresse Site as permitted by this Agreement; or (d) any claim that any portion of the Impresse Site or the Impresse Area of the Co-Branded Site violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all authorized costs, expenses and disbursements incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by Impresse.

9.5. INDEMNIFICATION BY VERTICALNET. Subject to Section 9.6  [PROCEDURE], VerticalNet shall (i) defend at its sole expense Impresse and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by VerticalNet of the representations, warranties or agreements made by it in Section 8 of this Agreement, (b) negligence, recklessness or intentional misconduct on the part of VerticalNet or its officers, directors, employees, agents or consultants, (c) any claim arising out of Impresse's use or possession of the portions of the Co-Branded Site provided by VerticalNet and the VerticalNet Sites as permitted by this Agreement; or (d) any claim that any portion of the VerticalNet Site or the VerticalNet Area of the Co-Branded Site violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all costs, expenses and disbursements authorized by the Indemnitor (defined below) incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by VerticalNet.

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9.6. PROCEDURE. If any action shall be brought against a party in respect to which indemnity may be sought from the other party pursuant to the provisions of this Article 9  [DISCLAIMER OF WARRANTY, LIMITATION OF LI...], the party seeking indemnity (the Indemnitee) shall follow the procedures in this Section. If an Indemnitee receives any notice of a claim or other allegation with respect to which the other party (the Indemnitor) has an obligation of indemnity hereunder, then the Indemnitee will, within 15 days of receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the case. The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim; provided that the Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor pursuant to this procedure.

9.7. ESSENTIAL PART OF BARGAIN. The parties acknowledge that the disclaimers and limitations set forth in this Article 9  [DISCLAIMER OF WARRANTY, LIMITATION OF LI...] are an essential element of this Agreement between the parties and that the parties would not have entered into this Agreement without such disclaimers and limitations.

Source: IMPRESSE CORP, S-1/A, 3/22/2000





10.  MISCELLANEOUS

10.1. INTELLECTUAL PROPERTY.

10.1.1. Except for the express rights granted to Impresse under this Agreement, Impresse acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in Impresse any right of ownership or license rights in VerticalNet's Intellectual Property. In addition, Impresse shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that Impresse may contest the validity of VerticalNet's Intellectual Property in any proceeding brought against Impresse alleging infringement or misappropriation of VerticalNet's Intellectual Property.

10.1.2. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of Impresse is and shall remain the sole property of Impresse and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in Impresse's Intellectual Property. In addition, VerticalNet shall not now or in the future contest the validity of Impresse's ownership of its Intellectual Property; provided, however, that VerticalNet may contest the validity of Impresse's Intellectual Property in any proceeding brought against VerticalNet alleging infringement or misappropriation of Impresse's Intellectual Property.

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10.2. GOVERNING LAW. This Agreement shall be governed by and interpreted under the laws of the State of Delaware without regard to its conflicts of law provisions.

10.3. NO ASSIGNMENT. Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other to an Affiliate of such party, or to the surviving party in a merger or consolidation, or to a purchaser of all or substantially all of its assets.

10.4. GOOD FAITH. The parties undertake to display to each other the utmost good faith, consistent with their respective rights and obligations set forth in this Agreement.

10.5. INDEPENDENT CONTRACTORS. In connection with this Agreement, each party is an independent contractor. This Agreement does not, and shall not be construed to, create an employer-employee, agency, joint venture or partnership relationship between the parties. Neither party shall have any authority to act for or to bind the other party in any way, to alter any of the terms or conditions of any of the other party's standard forms of invoices, sales agreements, warranties or otherwise, or to warrant or to execute agreements on behalf of the other or to represent that it is in any way responsible for the acts, debts, liabilities or omissions of the other party.

10.6. NOTICES. All notices, reports, payments and other communications required or permitted to be given under this Agreement (each, a Notice) shall be in writing and shall be given either by personal delivery against a signed receipt, by express delivery using a nationally recognized overnight courier, or by facsimile. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder:

IF TO VERTICALNET:

Attn: General Counsel VerticalNet, Inc. 700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044 Tel No.: (215) 315-3200 Fax No.: (215) 784-1962

IF TO IMPRESSE:

Attn: Siva Kumar Impresse Corporation 1309 South Mary Avenue Sunnyvale, CA 94087 Phone No.: (408) 530-2022 Fax No.: (408) 245-8336

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A Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof. A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. Prevailing Eastern Time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. Prevailing Eastern Time.

10.7. AMENDMENT OR MODIFICATION. No subsequent amendment, modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the parties.

10.8. ENTIRE AGREEMENT. This Agreement sets out the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, proposals, arrangements and communications, whether oral or written, with respect to the subject matter hereof.

10.9. SEVERABILITY. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (a) the same shall not effect the other terms or provisions of this Agreement, (b) such term or provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent the intent and agreements of the parties set forth herein and (c) such finding of invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of

Source: IMPRESSE CORP, S-1/A, 3/22/2000





such term or provision in any other jurisdiction.

10.10. NO WAIVER. Failure to enforce any term of this Agreement is not a waiver of future enforcement of that or any other term. No term or provision of this Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and signed by the party against whom enforcement of such waiver or excuse is sought.

10.11. SURVIVAL. Sections 5.3  [TERMINATION AND RENEWAL] and 5.4  [TERMINATION AND RENEWAL], and Articles 6  [DISPUTE RESOLUTION], 7, 8, 9 and 10, any payment obligations of the parties hereunder accruing prior to the date of termination; and any other provision herein expressly surviving termination or necessary to interpret the rights and obligations of the parties in connection with the termination of the term of this Agreement will survive the termination or expiration of this Agreement.

10.12. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their permitted successors and assigns.

10.13. WAIVER OF JURY TRIAL. Each party hereby irrevocably waives all rights a party may have to a trial by jury in any legal action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby.

10.14. TITLES. The headings appearing at the beginning of the Sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used to determine the construction or interpretation of this Agreement. The nomenclature of the

14

defined terms in this Agreement shall only be used for the construction of this Agreement, and are not to be used for any other purpose, including, but not limited to, interpretation for accounting purposes.

10.15. FORCE MAJEURE. Neither party shall be held to be in breach of this Agreement by reason of a force majeure event, including, but not limited to, act of God, delay in transportation, fire, flood, earthquake, storm, war, act of a public enemy, civil commotion or any law, rule, regulation, order or other action by any public authority or any other matter reasonably beyond a party's control. To the extent failure to perform is caused by such a force majeure event, such party shall be excused from performance hereunder so long as such event continues to prevent such performance, and provided the non-performing party takes all reasonable steps to resume full performance.

10.16. COMPLIANCE WITH LAWS. Each party shall comply with all prevailing laws, rules and regulations and obtain all necessary approvals, consents and permits required by the applicable agencies of the government of the jurisdictions that apply to its activities or obligations under this Agreement.

10.17. EXECUTION IN COUNTERPARTS, FACSIMILES. This Agreement may be executed in one or more counterparts, each of which when delivered to the other party shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both parties hereto. For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

IN WITNESS WHEREOF, the parties to the Agreement by their duly authorized representatives have executed this Agreement as of the date first written above.

VERTICALNET, INC.                              IMPRESSE CORPORATION

By: /s/ Michael Hagon                         By: /s/ Siva Kumar    -------------------------------               ----------------------------

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

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

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Source: IMPRESSE CORP, S-1/A, 3/22/2000 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
answer:
Except for claims under Sections 9.4  [INDEMNIFICATION BY IMPRESSE] and 9.5  [INDEMNIFICATION BY VERTICALNET]


question:
EXHIBIT 10.2

[LOGO AMERICAN EXPRESS]               INCENTIVE               SERVICES

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

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

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

AMERICAN EXPRESS INCENTIVE SERVICES STORED VALUE PRODUCTS                                RESELLER AGREEMENT

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

The following points outline this agreement:

1.       PURPOSE

Under and subject to the terms of this Agreement:

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

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

2.       EXCLUSIVITY

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

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

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

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

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





3.       INVENTORY AND FORECASTING

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

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

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

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

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





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

4.       CARD ISSUANCE

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

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

3

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

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

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

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

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

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

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

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

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

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

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

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





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

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

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m.       During the term hereof, Schoolpop shall maintain at all times                   the following information with respect to Card resale and                   distribution to Client:

i.       For each box of Cards, or partial thereof, sent from                            AEIS's designated vendor to Schoolpop, the UPS(TM)                            Tracking number appearing on the shipping label of                            the box and the respective Card numbers for the Cards                            contained in the box (AEIS's shipping vendor shall                            include a list of Card numbers within each box.), and

ii.      The Client name and delivery date of each box of                            Cards or partial thereof, sent from Schoolpop via                            their designated shipping vendor, to the Client,                            including proof of signature and tracking number for                            the box, specific to Schoolpop's shipping vendor.

n.       Schoolpop shall comply with all applicable Federal, State and                   local laws concerning the use of Cards, including anti-money                   laundering and anti-terrorism laws, and currency control                   regulations. Schoolpop warrants it shall take measures to                   track information about its Clients which shall meet                   compliance requirements related to the above stated laws,                   track all Card shipment(s) to each such Client, and maintain                   appropriate records for its Clients for a period of seven (7)                   years after termination of the Agreement and to provide such                   records and other information to AEIS upon reasonable request                   and subject to applicable law. Schoolpop shall further inform                   in writing all of its Clients of their requirement to comply                   with all applicable laws concerning the use of Cards,                   including those laws stated in the previous sentence. School                   shall inform its Clients of the requirement to maintain                   records with respect to the Cards and Cardholders, and to                   verify the identity of Cardholders as required by law, to                   maintain records of the information used to verify each                   Cardholder's identity, to retain such records for at least                   seven (7) years following the date of distribution, including    &sbsp;              name, home address, Card number, and other identifying                   information, and the name, title and phone number of the                   individual responsible for maintaining such records, and to                   provide such records and other information to AEIS upon                   reasonable request and subject to applicable law. Schoolpop                   and Schoolpop's Clients shall establish and maintain an                   anti-money laundering program with an assigned compliance                   officer and compliance program. Details of such shall be                   provided to AEIS upon request. Schoolpop and Schoolpop's                   Clients shall not accept cash, coin or currency in exchange                   for Cards. Schoolpop shall indemnify and hold harmless AEIS                   its parents, subsidiaries and their respective affiliates,                   officers, directors, employees and agents, against any and all                   Loss that AEIS may incur or be subjected to as a result of or                   arising out of Schoolpop's failure to comply with such laws                   and regulations, including, without limitation, any Loss                   resulting from any claims brought by any entity including but                   not limited to governmental entities, unless due to the acts                   or omissions of AEIS. AEIS reserves the right, at its sole                   discretion, to monitor and enforce Schoolpop's compliance with                   all applicable laws and regulations, including but not limited                   to those contained in this Section 3 (n). Schoolpop shall                   monitor and use reasonable commercial efforts to enforce its





Clients' compliance with all applicable laws and regulations                   including, but not limited to those contained in this Section                   3 (n). All agreements entered into between Schoolpop and its                   Clients shall contain a provision substantially similar to                   this Section 3 (n).

o.       Schoolpop agrees that it will indemnify and hold AEIS harmless                   for any claims or losses resulting from its failure to comply                   with the requirements of Sections 4 (k), (m-n), unless due to                   the acts or omissions of AEIS.

p.       AEIS will not hold Schoolpop responsible for or seek to                   collect from Schoolpop any Loss caused by or resulting from                   any Cardholder's fraud, misuse, or negative balance                   transactions involving the Cards except to the extent such                   Loss was caused by Schoolpop's breach of a representation,                   warranty, or covenant of this Agreement or if Schoolpop (or                   Schoolpop's employees, agents or representatives) participated                   in or had knowledge of any deceptive, fraudulent or other                   illegal activity.

q.       Schoolpop acknowledges that Points must be used prior to the                   expiration date of the Cards. No refund will be made with                   respect to Points remaining on Cards at the time of expiration                   to Schoolpop, its Clients or the Cardholders, subject to                   applicable law. Schoolpop further acknowledges the Cardholder                   Agreement contains such notice to Cardholders.

5.       PAYMENT INSTRUCTIONS

a.       Effective Period One, Schoolpop shall provide full payment of                   Card funding via wire transfer for Orders placed through the                   end of Period One. AEIS shall fulfill such Orders upon receipt                   and clearance of funds.

b.       Effective Period Two, Schoolpop shall provide the full payment                   of Card funding via ACH Debit at the time Schoolpop requests                   activation of Cards. AEIS shall activate the Cards by loading                   the appropriate number of Points onto the Cards as determined                   by the denomination, and at which time the Cards shall be                   ready for use by Cardholders within two (2) business days.

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c.       Schoolpop shall pay AEIS $25.00 each time a wire transfer is                   used for amounts under $5,000.

d.       The Schoolpop account number as detailed on Exhibit 3,                   attached hereto, must be on each form of payment along with                   the amount of funding to be applied to each account number.                   Failure to provide AEIS with this account number and funding                   detail may result in a delay in Funding.

e.       Schoolpop shall pay AEIS $15.00 for each returned ACH Debit                   payment.

f.       All instruments bearing funds for Cards should be made payable                   to American Express Incentive Services, L.L.C. AEIS' required                   payment method is in U.S. currency. AEIS reserves the right to                   decline payment made in any other currency.

g.       The following instructions should be used for Electronic                   Settlements to AEIS:

American Express Incentive Services                   c/o Bank of America                   Dallas, TX                   Routing/ABA #111000012                   Account #375-100-6936                   Reference:  XXXX  (Client Name and Account #)

All invoices for Schoolpop should be sent to the following                   address:

Schoolpop, Inc.                   Attn: Paul Robinson                   Address: 3885 Crestwood Parkway, Suite 550                   City, State, Zip: Duluth, GA 30096                   Phone #: 770-638-5101                   Fax #:  770-678-3334                   Email address: probinson@Schoolpop.com

Schoolpop agrees to notify AEIS promptly in the event the address or          contact for invoice submission changes.

6.       ORDERING INSTRUCTIONS

a.       Effective Period One, Schoolpop's designated contact shall                   place Orders by submitting data in an electronic document via                   email to AEIS.

b.       Schoolpop will be assigned a user name and password that will                   be used for identification when placing Orders using                   easyorder(TM). Schoolpop authorizes AEIS to accept and process                   Orders from anyone using Schoolpop's password. AEIS will have





no obligation or responsibility for verifying the identity of                   anyone using Schoolpop's password. Schoolpop shall have the                   responsibility of safeguarding Schoolpop's password and should                   not reveal its password to anyone. AEIS will not ask Schoolpop                   in an unsolicited telephone call or email for its password. In                   addition, Schoolpop should take precautions when using a                   computer that is not its own or in a public setting. If                   Schoolpop suspects that someone else may have had access to                   its password, Schoolpop shall notify AEIS immediately.

c.       Effective with Period Two, the following ordering terms and                   conditions apply:

i.       Schoolpop shall order Cards in increments of 100 per                            box and shall not place Orders for any partial box                            (es) of 100, nor request any partial activation of                            any box (es).

ii.      Cards within each box shall be of the same product                            and Point value. AEIS shall not mix products and/or                            Point values within any single box.

iii.     Upon receipt of Cards, Schoolpop shall confirm                            receipt of such Cards as detailed in the Trust                            Agreement.

iv.      AEIS shall use commercially reasonable efforts to                            activate each full box of Cards within two (2)      &sbsp;                     business days upon receipt of the UPS(TM) Tracking                            number (used by AEIS's designated shipping vendor)                            for the box of Cards from Schoolpop along with the                            receipt and clearance of Card funding for the box of                            Cards.

v.       Once activated, all Cards become the property of                            Schoolpop, excluding all Marks as detailed in Section                            8, and further defined within the Trust Agreement.

vi.      Activation terms for New Cards shall follow the                            process established for existing Cards.

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7.       PROGRAM COMMUNICATIONS

a.       All rights to the name, logo, service marks and/or trademarks                   (the Marks), trade names, tag lines, or any other                   proprietary designation (Proprietary Designation) of AEIS                   remains the sole property of AEIS. Certain use of the Marks                   and Proprietary Designation of American Express Travel Related                   Services Company and Maritz Inc. has been granted to AEIS                   under license agreements. It is understood that the Marks may                   be necessary to enhance the impact and clarity of Program                   communications. All use of Marks and Proprietary Designations                   of AEIS, American Express and Maritz Inc. requires prior                   written approval from AEIS and use of the Marks shall follow                   and be subject to requirements issued by AEIS and attached                   hereto as Exhibit 4 and 4.A and 4.B, including any such Marks                   used by Schoolpop's Clients.

b.       Camera-ready artwork is available from AEIS for inclusion of                   the AEIS logo or to display a picture of a Card in Program                   communications. Requests for camera-ready artwork should be                   directed to the address below.

c.       Schoolpop shall inform AEIS in writing, and obtain prior                   written consent (which consent shall not be unreasonably                   withheld), for any and all television, radio, newspaper,                   magazine, Internet, Intranet, or other advertising,                   promotional or marketing campaign or strategy using the Marks                   or when referring directly to American Express Travel Related                   Services Company, Maritz Inc. or AEIS or any American Express                   merchant.

d.       Schoolpop is solely responsible for ensuring that any names                   and/or logos, designs, pictures or other intellectual                   property, which are provided by Schoolpop to be used in the                   Program (including collateral material), does not infringe or                   violate the intellectual property rights of any other party                   and shall indemnify AEIS from any and all claims made by any                   third party respecting such infringement.

e.       Schoolpop shall discontinue its use and shall notify its                   Clients to discontinue use of the Marks, including all                   American Express merchant marks, and all associated                   promotions, including but not limited to Client promotions,                   upon termination of this Agreement.

f.       Schoolpop, at its option, may request that AEIS include in the                   shipment of Cards, Program specific collateral materials.                   Program specific collateral materials are subject to review                   and approval by AEIS and additional charges may apply.

g.       AEIS retains the right to immediately terminate this Agreement                   should Schoolpop distribute any promotional materials or





communications that are not approved by AEIS and/or do not                   meet AEIS' branding guidelines, including American Express                   merchant marks.

h.       Schoolpop shall send all materials for review to:

Branding and Product Communications Specialist                   American Express Incentive Services, L.L.C.                   1309 N. Highway Drive                   Fenton, MO  63099                   Tel: 636-226-2071                   Fax: 636-226-2002                   AEIS shall review all submissions within seven (7) business                   days.

8.       JOINT MARKETING AND COMMUNICATIONS

a.       AEIS shall provide standard Card plastic design and standard                   Card carrier design including pre-printed paper and electronic                   copy, and standard Card envelope design for all Card packaging                   (collectively Card Packaging). In the event Schoolpop or its                   Clients request any non-standard Card plastic design or Card                   Packaging, AEIS and Schoolpop shall mutually agree upon such                   materials. AEIS shall provide to Schoolpop pricing for                   non-standard materials

b.       AEIS shall provide standard promotional materials, and                   communication to provide market exposure for Cards. In the                   event Schoolpop or its Clients request any non-standard                   promotional or communication materials, AEIS and Schoolpop                   shall mutually agree upon such materials. AEIS shall provide                   to Schoolpop pricing for non-standard materials, which may or                   may not include Cardholder website customization.

c.       AEIS and Schoolpop shall mutually develop, market, and                   implement two (2) new Cards for Program use no later than                   October 1, 2004 as follows:

i.       A category Card, where AEIS shall put forth a                            commercially reasonable effort to secure contracts                            with a select group of merchants to participate in                            the Card program as identified on Exhibit 5, attached                            hereto, and to make changes to such categories and/or                            merchants.

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ii.      A grocery Card, where AEIS shall put forth a                            commercially reasonable effort to secure contracts                            with a select group of merchants leveraging                            Schoolpop's existing relationships with grocery store                            companies, as identified on Exhibit 5.A, attached                            hereto, and to add other merchants as mutually agreed                            upon by both parties.

iii.     AEIS shall communicate and maintain participating                            merchants in the category and grocery Cards through                            the Card website, an Interactive Voice Response                            fax-back service listing of current merchants, and                            through a merchant listing that shall accompany each                            Card.

iv.      AEIS and Schoolpop mutually agree to pursue                            additional Card products, as market conditions                            warrant, for use in the NPO marketplace and shall                            document such products in a separate Agreement.

d.       The parties agree that the minimum number required for the                   category Card shall be not less than 70% of the consumer                   categories contained within Exhibit 5; and the grocery Card                   not less than 70% national coverage to launch each                   respectively. The parties shall mutually agree upon any New                   Card minimum numbers required for each&sbsp;New Card launch.

9.       PROGRAM TERMS

a.       From the Effective Date through September 30, 2004, Schoolpop                   may order non-standard Encompass(R) Select denominations                   (other than 25, 50, 75, and 100 Points) up to a maximum of 200                   Points. Such non-standard Encompass(R) Select denominations                   require eight (8) weeks to fulfill and must be ordered in                   boxes of 100 Cards of like denominations. Schoolpop shall be                   limited to $26,500,000 in total Encompass(R) Select sales                   through December 31, 2004. Such limit may be increased in the                   event Persona Select actual sales exceed its forecasted sales                   for the period ending December 31, 2004. The limit increase                   shall be calculated on three-to-one ratio of Encompass Select                   sales to Persona Select Sales. Schoolpop shall discontinue                   reselling Encompass(R) Select Cards on December 31, 2004 and                   shall effectively manage and forecast Encompass(R) Select Card                   needs to deplete such inventory as of December 31, 2004. In                   the event that any unsold Encompass Select Cards remain in                   inventory by Schoolpop on December 31, 2004, Schoolpop shall                   provide to AEIS, no later than January 5, 2005, the





Encompass(R) Select Card numbers, the respective expiration                   dates and denominations of the Cards. Such Card list shall be                   provided to AEIS by Schoolpop via disk/CD and sent via a form                   of shipment where signature is required upon delivery. AEIS                   shall invoice Schoolpop for applicable destruction fees of                   $2.00 per Card which shall be payable by Schoolpop within                   thirty (30) days upon receipt of invoice.

b.       Cards shall not be used to purchase gift certificates and/or                   gift cards at participating merchants.

c.       Schoolpop acknowledges it will be listed as a current Client                   of AEIS. Schoolpop agrees to be used as a reference to current                   and future AEIS Clients with prior approval from Schoolpop.

d.       Schoolpop agrees to an annual review to take place forty-five                   (45 days) prior to each contract anniversary, on or about June                   15th of each contract year. This review will include, but is                   not limited to, a review of volume performance, economics of                   the products, and branding.

e.       Schoolpop agrees to product and program training as required                   by AEIS.

f.       The parties agree to jointly develop a Cardholder appeasement                &bbsp;  program. Such appeasement program shall require Schoolpop                   develop a process with its Clients to mutually resolve                   Cardholder appeasement issues prior to raising them with any                   third party(ies).

g.       AEIS may from time to time provide Schoolpop with certain                   reasonable terms and provisions to be included in the                   agreements to be entered into between Schoolpop and its                   Clients and Schoolpop agrees that any such terms and                   provisions shall be included in such agreements.

10.           PROGRAM SERVICING

a.       AEIS will provide:

i.       24-hour customer service representation, via a 24x7                            English speaking toll-free telephone number, for                            Program Cardholders who have questions concerning a                            Card. The toll-free numbers as of the drafting of                            this Agreement are:

Persona(R) Select                    800-259-9526                            Encompass(R) Select                  888-210-9821                            Fill It Up(R)                        800-575-7365                            Be My Guest(R)                       877-243-5082

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ii.      Cardholders with the ability to obtain point balance                            information through the following Cardholder Web                            sites:

www.personaselect.com             Persona(R) Select                            www.encompass-select.com          Encompass(R) Select                            www.rewardearner.com/fillitup     Fill It Up(R)                            www.rewardearner.com/bmg          Be My Guest(R)

iii.     Merchant Management - includes the management of the                            authorization network, merchant settlement and                            dispute handling, and

iv.      AEIS will provide reasonable assistance to Schoolpop                            in managing the Program as needed and requested by                            Schoolpop. Additional charges may apply.

v.       AEIS and Schoolpop shall mutually agree upon a Client                            and/or Cardholder appeasement process and the                            respective financial responsibility.

b.       AEIS reserves the right to change program servicing from time                   to time.

11.      REPRESENTATIONS AND WARRANTIES

a.       Schoolpop and AEIS each represents and warrants that                   participation in the Program shall at all times conform to the                   highest standards of business ethics and practices and at no                   time will they permit any act to be done by their employees or                   representatives that will damage the name, reputation or                   goodwill of the other party or its affiliated companies.

b.       Schoolpop and AEIS each further represents and warrants that                   its participation in the Program is and will remain during the                   term of this Agreement in compliance with all laws, rules and                   regulations applicable to it.

c.       Schoolpop and AEIS each further represents and warrants that                   they are authorized to enter into this Agreement and that this                   Agreement does not violate any other agreement to which it is                   a party.





12.      CONFIDENTIALITY

a.       The terms, procedures, any applicable criteria for success and                   results of this Agreement and all information furnished by and                   between the parties in connection with this Agreement shall be                   confidential and shall not be disclosed by either party                   without the express written consent of the other party;                   provided that Schoolpop shall have the right to disclose such                   information as may be required to comply with applicable SEC                   regulations.

b.       Both parties acknowledge that they may have access to or                   receive confidential information, data, and materials about                   the other party, their Clients and Cardholders, and their                   entities, including, without limitation, marketing                   philosophies and objectives, pricing information, business                   materials and data, processes, customer lists, product                   information, financial data, competitive advantages and                   disadvantages, and other confidential information received                   (Confidential Information), and that disclosure or misuses                   of such Confidential Information, would be irreparably                   damaging to the other party. Accordingly, both parties agree                   to receive and hold in confidence all Confidential Information                   considered proprietary or confidential by the other party, and                 &sbsp; agree not to disclose or use such information in any manner                   except for uses contemplated by this Agreement unless                   permitted in writing in advance by the other party (except for                   information disclosed to Cardholders in accordance with the                   Cardholder Agreement). Both parties also agree to bind their                   employees, and subcontractors to compliance with this                   paragraph and to take all other reasonable action to ensure                   protection of the Confidential Information.

c.       Such Confidential Information is subject to the terms and                   conditions of this Agreement, if (a) such Confidential                   Information is either Party's marketing philosophies and                   objectives, financial and pricing information, Client lists,                   business processes or competitive advantages and                   disadvantages; (b) such Confidential Information is disclosed                   verbally and is verbally identified as proprietary or                   confidential at the time of disclosure, and there exists a                   written record that such Confidential Information was                   disclosed and identified verbally as proprietary or                   confidential; or (c) such Confidential Information is in                   written, graphic or electronic form when disclosed and the                   media that contains such Confidential Information is clearly                   marked confidential or proprietary, or something                   substantially similar. Notwithstanding the foregoing,                   Confidential Information shall not include (d) information                   that is publicly known, already known by, or in the possession                   of the non-disclosing party, or (e) is independently developed                   by the non-disclosing party without use or reference to the                   other party's Confidential Information, or (f) is rightly

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obtained by the non-disclosing party from a source other than                   the disclosing party without such restrictions.

d.       Each party agrees that during the term of this Agreement and                   thereafter (a) it will use Confidential Information belonging                   to the other party solely for purposes outlined in this                   Agreement, (subject to the terms and conditions thereof), (b)                   it will not disclose Confidential Information belonging to the                   other Party to any third party other than the receiving                   Party's employees, affiliates, agents, permitted vendors,                   subcontractors and/or professional advisors on a need-to-know                   basis who are advised of the confidential nature of the                   Confidential Information and under a similar confidentiality                   agreement, and (c) each Party will treat the Confidential                   Information of the other Party with the same care that the                   receiving party normally affords its own proprietary and                   confidential information. If any such employee, affiliate,                   agent, subcontractor or professional advisor discloses or uses                   the Confidential Information in a manner not permitted under                   this Agreement, the party disclosing the Confidential                   Information to such employee, affiliate, agent, subcontractor                   or professional advisor will be liable therefore. If either                   party is required by law to disclose Confidential Information,                   it may be disclosed, provided that, unless prohibited,                   sufficient prior notice is given to the non-disclosing party                   to afford it an opportunity to take whatever steps it deems                   necessary to protect the confidential nature of the                   Confidential Information. In the event a party is required to                   disclose the other party's Confidential Information in                   connection with any judicial proceeding or government                   investigation, a notification of such requirement shall                   promptly occur allowing a reasonable time for the appropriate                   party to seek a protective Order from the appropriate court or                   government agency. Thereafter, Confidential Information may be                   disclosed to the extent required by law, subject to any                   applicable protective Order.

e.       Upon request of the other party, each party will promptly





return to the other any or all Confidential Information of the                   other then in its possession or under its control provided,                   however, that each party may retain one copy of all such                   Confidential Information solely for its own internal records,                   such Confidential Information to remain subject to the                   restrictions on use and disclosure contained in this Agreement

f.       Authorized users, (Authorized Users) include Schoolpop, its                   affiliates and its Client's personnel involved in                   administering the Program and eligible Cardholders of a                   Schoolpop Program. Schoolpop acknowledges that it will likely                   receive private information (PI) from Authorized Users that                   will be subject to various privacy laws and regulations in the                   various States in which the Authorized Users and the parties                   hereto reside. Furthermore, Schoolpop, and/or its Client, will                   likely be providing such PI to AEIS for identification of such                   Authorized Users. Schoolpop shall, and shall cause its Client                   to, (a) comply with all applicable privacy laws and                   regulations, (b) shall provide to AEIS evidence of such                   compliance upon request, (c) and shall obtain such                   permissions, clearances, or other allowances as shall be                   necessary for AEIS to use such PI as contemplated hereunder.                   Schoolpop shall, and shall cause its Client to, (d) cooperate                   with AEIS with respect to complying and avoiding any claims                   based on PI rights of others including without limitation                   Schoolpop and/or its Client communicating to AEIS all                   necessary acts and safeguards required of AEIS in handling PI,                   (e) providing such notices and information to Authorized Users                   as required, (f) identifying all PI as PI at the time of its                   transmission to AEIS, (g) segregating any PI required to be                   handled differently as necessary to ensure its proper                   treatment including without limitation not providing PI to                   AEIS and, if applicable, (h) PI that has been opted out of                   Schoolpop's or its Client's permission for use hereunder.                   Schoolpop and its Client shall respectively bear the cost of                   compliance with all privacy laws and regulations. Schoolpop                   will, at its sole cost and expense, defend, indemnify and hold                   harmless AEIS and each of its respective officers, directors,                   employees, agents, contractors, affiliates, service providers                   and insurers (collectively, AEIS Indemnified Parties) from                   and against any and all loss or liability, claims, demands,                   damages, losses and expenses including, without limitation,                   reasonable attorneys, accountants and expert witness fees,                   costs and expenses that the AEIS Indemnified Parties, or any                   one or more of them, may sustain or incur as a result of a                   claim of violation of any law or regulation or personal right                   directed to protecting the PI rights of individuals or the                   use, misuse, collection, loss of privacy or confidentiality,                   or other mishandling or improper or illegal act with respect                   to such PI including without limitation governmental                   enforcement action as well as civil claims involved with any                   such Schoolpop Program. Excluded from the obligation to defend                   and indemnify shall be any claims or damages attributable  &bbsp;                solely to the negligence or intentional misconduct of any AEIS                   Indemnified Party, and solely as to that AEIS Indemnified                   Party to which such negligence or intentional misconduct is                   attributable. The obligations under this Section 12 shall                   survive the termination, cancellation, and expiration of this                   Agreement.

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13.      INSURANCE

a.       Schoolpop shall, during the term of this Agreement, at its own                   cost and expense, procure with sound and reputable insurers,                   the following insurance coverage's: (i) Workers' Compensation                   Insurance in an amount not less than the statutory limits for                   the state(s), country or province in where the services are to                   be performed; (ii) Employer's Liability Insurance not less                   than (a) $100,000 per occurrence, and not less than $100,000                   aggregate limit of liability per policy year for disease,                   including death at any time resulting therefrom, not caused by                   accident or (b) such amount as required by law, whichever is                   higher; (iii) Comprehensive General Liability Insurance,                   including blanket extended coverage against all hazards,                   including personal injury and death resulting therefrom, for                   not less than $1,000,000 per occurrence, and not less than                   $2,000,000 aggregate; (iv) Automobile Liability insurance                   against liability arising from the maintenance or use of all                   owned, non-owned and hired automobiles and trucks used to                   provide services, with (a) a minimum limit of liability for                   bodily injury of $1,000,000 in the aggregate, and with a                   minimum limit of liability for property damage of $500,000 per                   accident, or (b) amount as required by law, whichever is                   higher; and (v) fidelity or crime policy of not less than                   $3,000,000 in the aggregate against misappropriation and/or                   destruction of Cards.

b.       Schoolpop's insurance shall be deemed primary. Schoolpop shall                   provide AEIS with certificates of insurance evidencing the                   coverage's required hereunder within fifteen (15) days after





execution of this Agreement. Each policy required hereunder                   shall provide that AEIS shall receive thirty (30) days advance                   written notice in the event of a cancellation or material                   change in such policy. Each policy of insurance which                   Schoolpop is required to possess under this Agreement shall                   name AEIS, and its Directors, Officers, and Employees, as                   additional insured in the insurance policy limits herein                   required. In the event that any service under this Agreement                   is to be rendered by persons other than Schoolpop's employees,                   Schoolpop shall furnish AEIS with evidence of insurance for                   such persons subject to the same terms and conditions as set                   forth above and applicable to Schoolpop prior to commencement                   of service by such person(s).

14.      GENERAL TERMS & CONDITIONS

a.       This Agreement along with the Trust Agreement constitute the                   entire Agreement between the parties hereto and supersedes all                   prior communications and agreements between the parties with                   respect to the subject matter hereof. Except for changes in                   AEIS product rules and other procedural or operational changes                   in terms initiated by AEIS as described herein, this Agreement                   may not be modified or otherwise amended except by a further                   writing executed by both parties hereto, which writing makes                   specific reference to this Agreement.

b.       No right or interest in this Agreement shall be assigned by                   Schoolpop without prior written permission of AEIS, which                   shall not be unreasonably withheld.

c.       This Agreement shall be deemed to have been made and executed                   in the State of Missouri and any dispute arising thereunder                   shall be resolved in accordance with the laws of the State of                   Missouri, without reference to its rules governing conflicts                   of law.

d.       Either party may terminate this Agreement with written notice                   to the other party as follows:

i.       Should either party (1) admit in writing its                            inability to pay its debts generally as they become                            due; (2) make a general assignment for the benefit of                            creditors; (3) institute proceedings to be                            adjudicated a voluntary bankrupt; (4) consent to the                            filing of a petition or bankruptcy against it; (5) be                            adjudicated by a court of competent jurisdiction as                            being bankrupt or insolvent; (6) seek reorganization                            under any bankruptcy act; (7) consent to the filing                            of a petition seeking such reorganization; or (8)                            have a decree entered against it by a court of                            competent jurisdiction appointing a receiver,                            liquidator, trustee, or assignee in bankruptcy or in                            insolvency covering all or substantially all of such                            party's property or providing for the liquidation of                            such party's property or business affairs; then, in                            any such event, the other party, at its option and                            without prior notice, may terminate this Agreement                            effective immediately; or

ii.      Upon the occurrence of a breach by the other party,                            which breach has not been cured within (30) days                            after the date of written notice to the breaching                            party by the non-breaching party; or

iii.     For non-payment of any amounts due hereunder. In the                            event this Agreement is terminated for any reason                            prior to May 31, 2009, all unpaid Marketing Rights                            Fees incurred to the termination date, will be fully                            due and payable by Schoolpop to AEIS. Upon                            termination, each party will return to the other or                            destroy, and provide written certification of                            destruction of, all information furnished by such                            other party hereunder, prior to termination and                            follow necessary termination instructions detailed in                            the Trust Agreement. All Cards ordered by Schoolpop                            and supplied by AEIS shall be governed by the terms                            and conditions of this Agreement and the Trust                            Agreement.

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





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

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

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

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

[Signature Pages Attached]

12

Signed for and on behalf of SCHOOLPOP INC.

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

Its duly authorized agent in the presence of:

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

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

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

Its duly authorized agent in the presence of:

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

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

13





EXHIBIT 1

TRUST AGREEMENT - FULL LIABILITY

AGREEMENT between

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

And

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

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

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

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

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

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

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

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

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

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

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

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

14

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





account numbers, and the Acknowledgement Receipt form, etc.

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

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

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

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

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

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

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

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

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

15

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





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

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

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

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

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

[Signature Pages Attached]

16

Signed for and on behalf of SCHOOLPOP INC.

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

Its duly authorized agent in the presence of:

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

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

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

Its duly authorized agent in the presence of:

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

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

17

EXHIBIT 1.A

ACKNOWLEDGEMENT OF RECEIPT FORM

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

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





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

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

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

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ACKNOWLEDGEMENT OF RECEIPT FORM - PAGE 2

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

------------------ --------------- -------------- --------------- ------------------- --------------------- ----------------- DATE RECEIVED       UPS TRACKING      PRODUCT       ACCOUNT #        DENOMINATION        BEGINNING CARD       ENDING CARD                        NUMBER                                                                NUMBER              NUMBER ------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------                                                                                            ------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

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

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

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

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

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

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

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

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

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

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

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

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

Fax completed Acknowledgement of Receipt Form to Gregg Baum, 636.226.2004, or by certified mail to 1309 North Highway Drive, Fenton, MO 63099, attention: Gregg Baum.

19

EXHIBIT 1.B

AMERICAN EXPRESS INCENTIVE SERVICES, L.L.C.                               1309 N. HIGHWAY DRIVE                                 FENTON, MO 63099

Seller, named above, as trustee and agent of CERTIFICATE OF INVENTORY DESTRUCTION FOR ANONYOMOUS CARDS ONLY

MUST BE RECEIVED BY AEIS AT LEAST 15 DAYS PRIOR TO VALID THROUGH DATE ON CARD.

CLIENT NAME: SCHOOLPOP, INC.            DATE OF ORIGINATING ORDER:______________

CLIENT ADDRESS: 3885 CRESTWOOD PARKWAY, SUITE 550, DULUTH, GA 30096 USA

CLIENT ACCOUNT #:______________ DESTROYING WHOLE OR PART OF AN ORDER____________

1.       The undersigned hereby certifies that:

[X] Each of the cards described on the attached Schedule A              (the Cards) has been destroyed;          [X] Destruction of the Cards was necessary because              _______________________________________________          [X] The Cards were destroyed by this              Method:_____________________________________________________          [X] At the time of destruction, Schoolpop Inc. was the unconditional              trustee of each of the Cards and was holding in trust for AEIS, and





none of the Cards described herein have been assigned, transferred,              or issued to any person, firm, or corporation.

2.       Schoolpop, Inc., on behalf of itself and its successors and assigns,          agrees that should any charge(s) be incurred with respect to any of the          Cards, Schoolpop, Inc. will, upon request of American Express Incentive          Services, LLC (AEIS), pay AEIS the full amount of such charge(s) and          Schoolpop Inc. shall indemnify AEIS, its officers, and members, and          hold each of them harmless from and against any and all claims, actions          and suits, whether groundless or otherwise, and from and against any          and all liabilities, losses, damages, costs, charges and any other          expenses (including but not limited to attorneys' fees and expenses) of          every nature and character by reason of the cancellation and          destruction of the Cards or the making of any payment or costs incurred          as a result of any use of the Cards described herein.

SCHOOLPOP INC.

By:    -----------------------------------  Return this original Destruction                                         Certificate and completed Certificate of Name:                                   Inventory Destruction to AEIS at the      ---------------------------------  above address via certified mail or             &bbsp;                           other tracked shipment method. Title:       --------------------------------

Date:      ---------------------------------

WITNESS                                  WITNESS

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

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

Date:      ---------------------------------   ---------------------------------------                  (Signature)                          (Signature)

20

EXHIBIT 1.C            CERTIFICATION OF INVENTORY DESTRUCTION FOR SCHOOLPOP, INC.

If the number of Cards destroyed requires more rows, use multiple pages of this form or type the denomination and Card numbers into a spreadsheet and attach the printed spreadsheet to this form.

----------------------- --------------------------------------------- ----------------------  DENOMINATION           CARD #                                        CARD STATUS (active                                                                       or inactive) ----------------------- --------------------------------------------- ----------------------                                                                  ----------------------- --------------------------------------------- ----------------------

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

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

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

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

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

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

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

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

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

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

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

Total number of ACTIVE Cards:________________________________

Total number of INACTIVE Cards:______________________________

Total number of CARDS________________________________________

Destruction Date:____________________________________________

Aggregate total denomination of Cards:_______________________





Client Authorized Signature:_________________________________

Printed Name:________________________________________________

Title:_______________________________________________________

21

EXHIBIT 2

SCHOOLPOP CARD PRICING

The following pricing is effective with the Effective date of this Agreement through the term of the Agreement and is subject to change as detailed in the Agreement.

Off-face point value based on volume mix:

Persona Select             8% Encompass Select           2% Fill It Up                 4% Be My Guest                4% Category Card              3% (Contingent upon achieving a four and one-half percent (4.5%) weighted average                                commission via the contracted merchant.) Grocery Card               3% (Contingent upon achieving a four percent (4%) weighted average commission via the                                contracted merchant.)

22

EXHIBIT 3

SCHOOLPOP ACCOUNT NUMBERS

1.       Effective with Period One, the following account numbers shall be used          by Schoolpop when placing Orders for Cards.

----------------------------------- ----------------------------------------- ---------------------------                       PRODUCT                              DENOMINATION                      ACCOUNT NUMBER          ----------------------------------- ----------------------------------------- ---------------------------                                                                                                         Persona(R) Select                              25, 50, and 100 Points                      8531          ----------------------------------- ----------------------------------------- ---------------------------          Encompass(R) Select                            25, 50, and 100 Points                      8536          ----------------------------------- ----------------------------------------- ---------------------------          Fill It Up(R)                                    25, and 50 Points                         8533          ----------------------------------- ----------------------------------------- ---------------------------

2.       Effective with Period Two, the following account numbers are to be used          by Schoolpop.

----------------------------------- ------------------------------------------ --------------------------                 PRODUCT                           DENOMINATION                      ACCOUNT NUMBER ----------------------------------- ------------------------------------------ --------------------------                                                                                       Persona(R) Select                                     25 Points                            8684 ----------------------------------- ------------------------------------------ -------------------------- Persona(R) Select                                     50 Points                            8685 ----------------------------------- ------------------------------------------ -------------------------- Persona(R) Select                                    100 Points                            8686 ----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ -------------------------- Encompass(R) Select*                                  25 Points                            8705 ----------------------------------- ------------------------------------------ -------------------------- Encompass(R) Select                                   50 Points                            8687 ----------------------------------- ------------------------------------------ -------------------------- Encompass(R) Select                                  100 Points                            8801 ----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ -------------------------- Fill It Up(R)                                         25 Points                            8681 ----------------------------------- ------------------------------------------ -------------------------- Fill It Up(R)                                         50 Points                            8683 ----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ -------------------------- Be My Guest(R)                                        25 Points                            12095 ----------------------------------- ------------------------------------------ -------------------------- Be My Guest(R)                                        50 Points                            12098 ----------------------------------- ------------------------------------------ --------------------------

3.       Account numbers and effective dates for any products and/or          denominations in addition to the account numbers detailed above will be          provided to Schoolpop by AEIS upon completion of setup of such products          and/or denominations.





*Encompass(R) Select account numbers shall not be submitted with Orders effective December 31, 2004.

23

EXHIBIT 4

BRANDING QUICK REFERENCE GUIDE

1.       All communication pieces/media referencing Gift Cheques, all AEIS Card          products, American Express Incentive Services, AEIS, American Express,          and/or any American Express merchant must be submitted for approval.          Please allow five (5) to seven (7) business days for the branding          review. Typical turnaround is three (3) to five (5) days, however,          unusual circumstances may cause a delay in the typical turnaround. You          will be notified of any delay.

2.       Types of communications that require approval: Web sites, audio/visual          productions, printed materials (brochures, fact sheets, direct          mailings, newsletters, point of purchase displays), news releases, etc.

3.       Our agreement with our parent company, American Express, is that they          retain the authority to review every communication piece containing          references to the sources in the first bullet above. These approvals          are forwarded by AEIS to:

The American Express Advertising Review Board (ARB) who will review          the following:          Communications from an advertising perspective          How the product is being communicated          Card images          General Counsel's Office (GCO) who will review the following:          Communications from a legal perspective          Sweepstakes rules          Charitable mentions          Copyright infringements

4.       Product marks should be represented as follows:

Persona(R) Select          Encompass(R) Select          Fill It Up(R)          Be My Guest(R)

5.       Since American Express is not a bank and not affiliated with a bank,          terminology implying as much should not be used. Please refer to the          following examples:

--------------------------------------------------------- ---------------------------------------------------------------      DO NOT USE                                                REPLACE WITH      --------------------------------------------------------- ---------------------------------------------------------------                                                                   American Express Gift Card;                               American Express Incentive Services gift card;      American Express Reward Card;                             American Express Incentive Services reward card;      Gift/Reward Card from American Express                    American Express branded reward card;                                                                Reward card with the American Express brand      --------------------------------------------------------- ---------------------------------------------------------------      Statement                                                 Transaction Summary      --------------------------------------------------------- ---------------------------------------------------------------      Deposit; Credit                                           Load; add; fill      --------------------------------------------------------- ---------------------------------------------------------------                                                                Available funds/points;      Balance                                                   Remaining funds/points                                                                Point balance      --------------------------------------------------------- ---------------------------------------------------------------      Account                                                   Card      --------------------------------------------------------- ---------------------------------------------------------------      Merchants                                                 Establishments      --------------------------------------------------------- ---------------------------------------------------------------                                                                Similar to a debit card; A prepaid Card;      Debit/Credit Card         &sbsp;                               Stored-value Card; Reward Card      --------------------------------------------------------- ---------------------------------------------------------------

6.       The AEIS or American Express logos (Blue Box) are not to be used on          Client pieces, as it implies that AEIS and/or American Express are more          involved in the program than providing the reward product. The words          new and introducing are limited to the first six months of use.

24

7.       Development of Cards or communication materials associated with the          following industries (including showing images related to these          industries, e.g. pictures of guns, cigarettes, etc.) must be reviewed          on a case-by-case basis.          Alcohol          Tobacco          Gambling          Firearms          Under no circumstances may any advertising appear in the following          media:





Howard Stern          Rush Limbaugh          Don Imus

8.       Development of Cards with company names or logos from adult          entertainment or pornography industries is strictly prohibited.

9.       Use the correct service Mark or registered Mark the first mention of          the name on each page.

10.      AEIS and American Express will treat communications sent through the          branding process as confidential.

11.      This Quick Reference Guide is not all-inclusive. All communications are          subject to the sole approval of American Express.

25

EXHIBIT 4.A

BRANDING APPROVAL PROCESS OVERVIEW

GET READY You have the idea for the piece We send you a low-resolution card or Gift Cheque image, if needed, for placement purposes only (FPO) You develop the layout

GET SET You send us the layout and copy We will review it in AEIS Branding and send to American Express Review Units You should allow a five (5) day turnaround* We will return any revisions with the high-resolution image, if needed

GO! You produce and distribute the piece You send us three (3) copies of the final printed piece to keep on file You (and we) celebrate your success!

* Standard turnaround is three to five business days, however, if unusual circumstances occur, the turnaround may take longer. Should this occur, we will notify you of any delay.

26

EXHIBIT 4.B

AEIS MERCHANT APPROVAL GUIDELINES AND PROCESS

INTRODUCTION / OVERVIEW

The AEIS Communications Group requires review of any new or revised materials, which include any mention of Merchant Partners -- in order to ensure proper merchant guidelines. This includes ALL advertising, promotional and marketing materials in any medium (INCLUDING: COMMUNICATIONS, ADVERTISING, SALES PROMOTION COLLATERAL, DIRECT MAIL, PRESS RELEASES, VIDEOS, WEB SITES, PROMOTIONAL ITEMS, SALES PRESENTATIONS AND SIMILAR MATERIALS.) Copy and layout should be submitted as early as possible. Due to the type of communications piece, approval could take anywhere from 3 to 10 business days.

MERCHANT SUPPORTING DOCUMENTATION FOR APPROVAL GUIDELINES

Consumer applications are typically more involved. Generally, consumer programs are targeted to a wider audience; therefore, the implications are greater for the merchant. For this reason, the merchants mandate that AEIS seek individual approvals from each and every merchant.

Any standard applications using customized collateral should be reviewed by AEIS for content and accuracy. Even in the cases where standard program materials are to be used, AEIS will need to internally review any customized announcements and/or teasers. More than likely, these pieces feature only merchant names or merchant lists in print and can typically be approved within 24-48 hours.

Pieces using only select groups of merchants, photos or logos will generally require a higher level of approval and depending on the merchants used, may require approval from the merchant as well. The approval timeline will range from three to ten (3-10) business days for existing/ongoing.

Once, layout and copy are approved by AEIS Communications Group, Merchant Partnerships, Operations and American Express, any ongoing and additional changes must also be approved.

IMAGES, LOGOS, PRODUCT PATENT, AND REGISTERED/SERVICE MARKS

IMAGES AND LOGOS The following are examples of merchant image and logo usage, which require merchant approval through Merchant Partnerships:

o        Any communication or collateral, whether standard or customized,          containing merchant images or logos must be reviewed by Merchant          Partnerships o        Any new design work of merchant logos and images not previously          approved o        Use of standard merchant logos in any color other than the original          color o        Unique positioning of merchant images - surrounding merchants, etc.





o        Direct mail pieces, which include merchant references when only          select merchants are referenced. o        Unusual type of creative print work such as posters o        Borders around logos and busy backgrounds o        Any copy or tag-lines not previously approved o        Under no circumstances are press release photos to be used on or in          association with any form of communication relating to incentive card          programs unless approved by Merchant Partnerships' contact. o        Images and/or logos are not to be altered (cropped, inset, or overlaid)          unless approved by Merchant Partnerships' contact. o        All images used in magazine format must be obtain merchant copy write          information next to the image

MERCHANT PARTNERSHIPS RESERVES THE RIGHT TO REMOVE IMAGES AT ANY TIME          THAT MAY BE DEEMED INAPPROPRIATE REPRESENTATION OF THE MERCHANT (THIS          INCLUDES OUTDATED OR SEASONAL IMAGES AND LOGOS).

ALL QUESTIONS REGARDING MERCHANT COMMUNICATION APPROVAL SHOULD BE          SUBMITTED TO ANN FINK AT ANN.FINK@AEIS.COM, 636-226-2043.

27

EXHIBIT 5

CATEGORY CARD TARGET ACQUISITIONS

---------------------------------------------------------------------------------------------- PRIMARY CARD                              MARKETING CATEGORIES    TARGET MERCHANTS ---------------------------------------------------------------------------------------------- CONSUMER CATEGORIES: ----------------------------------------------------------------------------------------------                                                              Entertainment - Electronics & Misc        Electronics             Best Buy ---------------------------------------------------------------------------------------------- Apparel & Services                        Apparel                 TJ Maxx, Marshalls ---------------------------------------------------------------------------------------------- Household Furnishings & Equipment -       Major and Small         Best Buy Major and Small Appliance & Misc          Appliances household equipment ---------------------------------------------------------------------------------------------- Telephone Services                        Phones and Accessories  Best Buy ---------------------------------------------------------------------------------------------- Household Furnishings & Equipment -       Home furnishings and textiles and Furniture                    decorations             Home Goods ---------------------------------------------------------------------------------------------- Restaurants                               Restaurants             Darden (Red Lobster, Olive                                                                   Garden, etc.) ---------------------------------------------------------------------------------------------- Gifts - combined from all categories      Gifts                   Fossil                                                                   Crabtree & Evelyn*                                                                   Barnes & Nobles ---------------------------------------------------------------------------------------------- Entertainment - Tickets & Admissions      Entertainment           Regal Theatres, Hollywood                                                                   Video, Ticketsnow.com ---------------------------------------------------------------------------------------------- Gasoline & Motor Oil                      Auto Accessories        Autozone/TBD ---------------------------------------------------------------------------------------------- Entertainment - Toys                      Gifts                   Toys R Us ---------------------------------------------------------------------------------------------- Personal Care Products & Drugs            Drugs                   Walgreens ---------------------------------------------------------------------------------------------- ALTERNATE CATEGORIES: ---------------------------------------------------------------------------------------------- Office Supplies                           Office Supplies         Staples ---------------------------------------------------------------------------------------------- Sporting Goods                            Sporting Goods          Sports Authority ---------------------------------------------------------------------------------------------- Entertainment                             Pet Supplies            Petsmart ----------------------------------------------------------------------------------------------

28

EXHIBIT 5.A

GROCERY CARD TARGET ACQUISITIONS

Longs HEB Piggly Wiggly Save Mart ShopKo Safeway Staters

29 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
answer:
Each policy of insurance which                   Schoolpop is required to possess under this Agreement shall                   name AEIS, and its Directors, Officers, and Employees, as                   additional insured in the insurance policy limits herein                   required.


question:
Exhibit 10.7

CONSULTING AGREEMENT

Aduro Biotech, Inc., with a place of business at 740 Heinz Avenue, Berkeley, CA 94710 (Aduro) and IREYA B.V having an address at Staalwijkstraat 16, 2313 XR Leiden, the Netherlands, represented by Andrea van Elsas, (Consultant) agree to all terms and conditions of this Consulting Agreement (Agreement) dated June 1, 2020, effective as of July 1, 2020 (Effective Date).

1. Services. At the request and direction of Aduro and the agreement of Consultant, Consultant will provide advice and consultation to Aduro with respect to its research, clinical development programs and other business matters as requested by Aduro from time to time.

2. Compensation and Expenses. Aduro shall pay Consultant for the Services at the rate of €500 per hour. On a monthly basis, Consultant shall submit to Aduro an invoice for the hours worked along with itemized documentation and receipts and other information for pre-approved travel and/or out-of- pocket expenses as Aduro reasonably requests at the time reimbursement is requested. Consultant will not incur any travel and/or other out-of-pocket expenses of more than €5,000 individually or €20,000 in the aggregate without the prior written consent of Aduro. Aduro shall pay Consultant any amounts due that are not reasonably disputed by Aduro, by check or direct bank deposit, within thirty days after receiving the invoice. Consultant's sole compensation for the Services shall be the amounts set forth above in this Section 2. Invoices shall be sent to the attention of:

ap@aduro.com Attn: Accounts Payable

3. Term of Agreement. This Agreement shall begin on the Effective Date and shall continue until December 31, 2020, unless extended or earlier terminated. Either party may terminate this Agreement at any time on prior written notice to the other. This Agreement may be extended upon mutual written agreement of the parties.

4. Confidential Information.

(a) Confidential Information means any information, materials or methods in whatever form or embodiment that has not been made available by Aduro to the general public and any information, materials or methods in the possession or control of Consultant on the Effective Date or developed in the performance of the Services, except that Confidential Information shall not include any information, material or method that (i) at the time of disclosure is in, or after disclosure becomes part of the public domain, through no improper act on the part of Consultant or any of its employees; (ii) was in Consultant's possession at the time of disclosure, as shown by written evidence, and was not acquired, directly or indirectly, from work with Aduro; or (iii) Consultant receives from a third party, provided that such Confidential Information was not obtained by such third party, directly or indirectly, from Aduro.

Specific information disclosed as part of the Confidential Information shall not be deemed to be in the public domain or in the prior possession of Consultant merely because it is encompassed or contemplated by more general information in the public domain or in the prior possession of the Consultant. Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information under the terms of this Agreement.





(b) Consultant shall keep all Confidential Information confidential, and Consultant shall not disclose, disseminate, publish, reproduce or use Confidential Information except to perform the Services. If Consultant is required by judicial or administrative process to disclose Confidential Information, Consultant shall promptly notify Aduro to allow Aduro a reasonable time to oppose such process and Consultant shall reasonably cooperate in Aduro's efforts.

(c) On Aduro's request, or upon the termination or expiration of this Agreement, Consultant shall immediately: (i) stop using Confidential Information; (ii) return all materials provided by Aduro to Consultant that contain Confidential Information, except for one copy that may be retained by Consultant's legal counsel to confirm compliance with the obligations under this Agreement; (iii) destroy all copies of Confidential Information in any form including Confidential Information contained in computer memory or data storage apparatus or materials prepared by or for Consultant; and (iv) provide a written warranty to Aduro that Consultant has taken all the actions described in the foregoing Subparagraphs 4(c)(i-iii).

(d) Any breach of this Paragraph 4 by an employee or agent of Consultant shall be deemed to be a breach by Consultant.

(e) Defend Trade Secrets Act Notice: Nothing herein shall prevent Consultant from reporting possible violations of federal or state law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Consultant does not need the prior authorization of Aduro to make any such reports or disclosures and is not required to notify Aduro that it has made such reports or disclosures. In addition, as set forth in 18 U.S.C. §1833(b), Consultant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and that is made solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

5. Independent Contractor. Consultant's relationship to Aduro shall be that of an independent contractor. Consultant shall be responsible for the timely payment of his or her own self-employment and income taxes. Neither party shall have any authority to bind the other.

6. Intellectual Property. Aduro shall be the sole and exclusive owner of, and Consultant hereby assigns to Aduro, any and all writings, documents, work product, inventions, developments, improvements, discoveries, know-how, processes, chemical entities, compounds, plans, memoranda, tests, research, designs, specifications, models and data that Consultant makes, conceives, discovers or develops, either solely or jointly with any other person in performance of the Services (collectively, Work Product). Consultant shall promptly disclose to Aduro all information relating to Work Product as appropriate as part of the Services and at the request of Aduro. To the extent, if any, that Consultant has rights in or to any Work Product or any data or inventions developed in connection with work under this Agreement (Aduro IP), Consultant hereby irrevocably assigns and transfers to Aduro, and to the extent that an executory assignment is not enforceable, Consultant hereby agrees to assign and transfer to Aduro, in writing, from time to time, upon request, any and all right, title, or interest that Consultant has or may obtain in any Work Product and/or Aduro IP without the necessity of further consideration. Aduro shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets and trademarks with respect thereto. At Aduro's request and expense, Consultant shall assist Aduro in acquiring and maintaining its right in and title to, any Work Product. Such assistance may include, but will not be limited to, signing applications and other documents, cooperating in legal proceedings, and taking any other steps considered necessary or desirable by Aduro.





7. Nonsolicitation. From the Effective Date and for twelve (12) months after the termination of this Agreement (the Restricted Period), Consultant shall not, without Aduro's prior written consent, directly or indirectly, solicit or encourage any employee or contractor of Aduro or its affiliates to terminate employment with, or cease providing Services to, Aduro or its affiliates. In the event of a breach of this Paragraph 7 by Consultant, Aduro shall be entitled to entry of injunctive relief. Such injunctive remedy shall be nonexclusive and shall be in addition to any and all other remedies which may be available to it at law or in equity, including without limitation, the recovery of direct, indirect, incidental, consequential and/or punitive damages.

8. Representations. Consultant represents as follows:

(a) Consultant is not subject to any other agreement that Consultant will violate by signing this Agreement;

(b) Consultant has and shall continue to have the knowledge, experience, qualifications and required skill to perform, and shall perform, the Services in a professional manner;

(c) Consultant to perform the Services in accordance with all Applicable Law; and

(d) During the term of this Agreement, Consultant will not, directly or indirectly (whether for compensation or without compensation) engage in or provide consulting services, or enter into any agreement either written or oral, that would present a material conflict with any of the provisions of this Agreement, or would preclude Consultant from complying with the terms and conditions hereof. If during the term of this Agreement any situation or circumstance arises that might reasonably be expected to present a conflict of interest, or if Consultant might be unable to render Services or otherwise participate in such work without risk of breaching an obligation of confidentiality to another party, Consultant will promptly advise the Company's General Counsel of the situation and Company and Consultant shall, in good faith, attempt to resolve any such conflicts(s). If requested by the Company's General Counsel, Consultant will recuse herself from providing Services for the duration of the conflict.

9. Material Non-Public Information. Consultant may have access to, or learn, material non-public information about Aduro or companies working with Aduro during the course of performing Services under this Agreement. Consultant acknowledges that it is illegal to buy or sell Aduro's stock or the stock of companies working with Aduro, on the basis of material non-public information. It is also illegal to pass such information on to others who use it to buy or sell Aduro stock. Consultant is subject to and will comply with Aduro's Insider Trading and Trading Window Policy.

10. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to the conflict of law principles of California or any other jurisdiction. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every nature between them with respect to the subject matter hereof. For the avoidance of doubt, this Agreement does not supersede or in modify in anyway any other written agreement between the parties. This Agreement may not be changed or modified, except by an agreement in writing signed by both of the parties hereto. The obligations of Consultant as set forth herein, other than Consultant's obligations to perform the Project, shall survive the termination of Consultant's engagement with Aduro. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions of this Agreement shall remain effective and enforceable to the greatest extent permitted by law. This Agreement shall not be assignable by Consultant. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.





ADURO BIOTECH, INC. CONSULTANT

By: /s/ Stephen T. Isaacs By: /s/ Andrea van Elsas Name: Stephen T. Isaacs Name: Andrea van Elsas Title: President and Chief Executive Officer Title: Chief Scientific Officer 
Question: Highlight the parts (if any) of this contract related to Ip Ownership Assignment that should be reviewed by a lawyer. Details: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
answer:

Aduro shall be the sole and exclusive owner of, and Consultant hereby assigns to Aduro, any and all writings, documents, work product, inventions, developments, improvements, discoveries, know-how, processes, chemical entities, compounds, plans, memoranda, tests, research, designs, specifications, models and data that Consultant makes, conceives, discovers or develops, either solely or jointly with any other person in performance of the Services (collectively, "Work Product").