In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
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Question: Exhibit 1.3 AGENCY AGREEMENT May 21, 2015 Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris, President and Chief Executive Officer Dear Mr. Harris: The undersigned, Dundee Securities Ltd. (the Lead Agent), Kes 7 Capital Inc., and Bloom Burton & Co. Ltd. (collectively with the Lead Agent, the Agents and each individually an Agent) understand that Tribute Pharmaceuticals Canada Inc. (the Corporation) proposes to issue and sell up to 13,043,695 common shares of the Corporation (the Offered Shares) at a price of $0.92 per Offered Share (the Offering Price) for aggregate gross proceeds of up to $12,000,199.40. The offering of the Offered Shares by the Corporation is referred to in this Agreement as the Offering. In consideration of the Agents' services to be rendered in connection with the Offering, the Corporation shall pay to the Agents a cash fee (the Agents' Fee) equal to 7.0% of the gross proceeds of the Offering. As additional consideration, the Corporation shall issue to the Agents that number of compensation options (the Compensation Options) equal to 3.5% of the number of Offered Shares sold pursuant to the Offering. The Compensation Options will be exercisable for a period of 24 months at the Offering Price. Unless otherwise stated herein, the Offered Shares shall also refer to the Compensation Options. Notwithstanding anything to the contrary contained herein, the entire Agents' Fee and Compensation Options payable in respect of Offered Shares sold pursuant to Regulation D under the United States Securities Act of 1933, as amended, shall be payable to the Lead Agent. Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Agents severally and not jointly agree to act as, and the Corporation appoints the Agents as, the exclusive agents of the Corporation to offer the Offered Shares for sale on the Closing Date (as defined herein) in the Selling Jurisdictions (as defined herein) on a private placement basis at the Offering Price. It is understood and agreed by the Corporation and the Agents that the Agents shall act as agents only and are under no obligation to purchase any of the Offered Shares. In connection with the offering and sale of the Offered Shares, the Agents shall be entitled, with the written consent of the Corporation, not to be unreasonably withheld or delayed, to retain as sub-agents other securities dealers or financial institutions to solicit subscriptions for Offered Shares. Any fee payable to such sub-agents shall be for the account of the Agents and not the Corporation. The Agents shall be entitled to the fee provided for in Section 1(1)(a). That fee shall be payable at the Closing Time upon the closing of the sale of the Offered Shares, and may be deducted by the Agents from the gross proceeds of the Offering.

Schedules: Schedule A - United States Compliance with Securities Laws 1. Definitions In this Agreement: (a) Agent and Agents have the respective meanings given to them above; (b) Agents' Counsel means Dentons Canada LLP; (c) Agents' Fee has the meaning given in Section 1(1)(a); (d) Agreement means the agreement resulting from the acceptance by the Corporation of the offer made by the Agents by this letter; (e) Applicable Securities Laws means all applicable securities laws, rules, regulations, notices and published policies of the Selling Jurisdictions in Canada and the United States; (f) Business Day means any day other than a Saturday, Sunday or statutory or civic holiday in Toronto, Ontario; (g) Closing means the completion of the Offering; (h) Closing Date means May 21, 2015 or such other date as the Corporation and the Agents may agree upon in writing, or as may be changed pursuant to this Agreement; (i) Closing Time means 8:00 a.m. (Toronto time) on the Closing Date; (j) Corporation has the meaning given to it above; (k) Corporation's Auditors means such firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation, including prior auditors of the Corporation, as applicable; (l) Corporation's Counsel means Fogler Rubinoff LLP; (m) Compensation Options has the meaning ascribed thereto on the face page of this Agreement; (n) Compensation Option Certificates shall mean the certificates representing the Compensation Options; (o) Debt Instrument means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability; 2

(p) Due Diligence Session means the due diligence question and answer session held with management of the Corporation on May 21, 2015 and July 14, 2014; (q) Environmental Laws means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and Hazardous Materials or Conditions means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws; (r) Financial Statements means the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2013 and 2014 and for the unaudited interim financial statements for the period ended March 31, 2015 together with the notes thereto; (s) Governmental Authority (ies) means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities: (i) having or purporting to have jurisdiction over the Corporation on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power over the Corporation; (t) Indemnified Party has the meaning given to it in Section 11(b); (u) Lead Agent has the meaning given to it above; (v) Material Adverse Effect or Material Adverse Change means any effect, change, event or occurrence that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and its subsidiaries taken as a whole; (w) Material Agreement means any note, indenture, mortgage or other form of indebtedness and any contract, commitment, agreement (written or oral), joint venture instrument, lease or other document to which the Corporation is a party and which is material to the Corporation on a consolidated basis; (x) notice has the meaning given to it in Section 21; 3

(y) Offered Shares has the meaning given to it above; (z) Offering has the meaning given to it above; (aa) Offering Price has the meaning given to it above; (bb) Person means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, limited liability company and unlimited liability company; (cc) Public Record means the public disclosure of the Corporation filed on SEDAR; (dd) SEC means the United States Securities and Exchange Commission; (ee) SEDAR means the System for Electronic Document Analysis and Retrieval; (ff) Securities Commissions means the securities commissions or similar regulatory authorities in the Selling Jurisdictions; (gg) Selling Jurisdictions means all of the provinces of Canada, the United States and such other jurisdictions as the Agents and the Corporation may agree; (hh) Subscriber means, for the purposes of this Agreement, the person who executes a Subscription Agreement or, if such person executes a Subscription Agreement as a duly authorized agent of one or more principals, the principal or principals of such person; (ii) Subscription Agreements means the agreements entered into by each Subscriber and the Corporation in respect of the Subscriber's subscription for Offered Shares in the form and on terms and conditions satisfactory to each of the Corporation and the Agents, each acting reasonably; (jj) TSX-V means the TSX Venture Exchange; (kk) United States means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia; and (ll) U.S. Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In this Agreement, affiliated, misrepresentation, material change, material fact and subsidiary have the meanings ascribed thereto under the Applicable Securities Laws of the Selling Jurisdictions in Canada, and distribution means distribution or distribution to the public, as the case may be, as defined under the Applicable Securities Laws of the Selling Jurisdictions in Canada, and distribute has a corresponding meaning. In this Agreement, unless there is something in the subject matter or context inconsistent therewith: 4

(a) words used herein importing the singular number include the plural and vice versa, words importing the use of any gender include all genders, and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations, and the rest of the sentence is construed as if the necessary grammatical and terminological changes had been made; (b) references herein to any agreement or instrument, including this Agreement, are deemed to be references to the agreement or instrument as varied, amended, modified, supplemented or replaced from time to time, and any specific references herein to any legislation or enactment are deemed to be references to such legislation or enactment as the same may be amended or replaced from time to time; and (c) all dollar amounts in this Agreement are expressed in Canadian dollars except where expressly indicated otherwise. The division of this Agreement into sections, subsections, paragraphs, subparagraphs and clauses and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms this Agreement, hereof', herein, hereunder and similar expressions refer to this Agreement and the schedules hereto and not to any particular section, paragraph, subparagraph, clause or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. 2. Restrictions on Sale Each of the Agents severally and not jointly covenants and agrees with the Corporation that it will: (a) not solicit subscriptions for Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares outside of the Selling Jurisdictions; (b) in connection with the offer and sale of the Offered Shares in Canada, the Agents will only offer and sell the Offered Shares to persons resident in Canada who are: (i) accredited investors (as defined in National Instrument 45-106 - Prospectus Exemptions or, in Ontario, Section 73.3 of the Securities Act (Ontario)), and (ii) purchasing as principals; and (c) not advertise the proposed sale of the Offered Shares in printed media of general and regular paid circulation, radio, television or the internet nor provide or make available to prospective purchasers of Offered Shares any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws in Canada. 5

The parties hereto acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable securities laws of any U.S. state. Accordingly, the Corporation and the Agents hereby agree that offers and sales of the Offered Shares in the United States shall be made only to accredited investors within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Any agreement between an Agent and the members of any sub-agent group or selling group formed in connection with the Offering shall contain the restrictions in Schedule A hereto. 3. Delivery of Subscription Agreements The Agents agree to obtain from each Subscriber executed Subscription Agreements (including the execution of applicable Schedules to such Subscription Agreements) and deliver such Subscription Agreements (including applicable Schedules) to the Corporation at or prior to the Closing Time. In addition, the Agents agree to obtain from each Subscriber such forms and other documents as may be required by the Securities Commissions and by the Corporation's registrar and provided by the Corporation to the Agents for delivery under this Agreement. The Corporation and the Agents shall agree on the allocation of the Offered Shares amongst the Subscribers. 4. Representations and Warranties of the Corporation The Corporation represents, warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties and covenants, that: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the Act) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; 6

(e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; 7

(j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation's issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation's knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre- emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; 8

(t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the SEC Reports) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (GAAP), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; 9

(x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the FCPA), and the Corruption of Foreign Public Officials Act (Canada) (the CFPOA) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign public official (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (OFAC); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; 10

(aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation's Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors' report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any reportable event (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation's Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, Taxes) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to the knowledge of the Corporation any other person, is in default in the observance or performance of any term, covenant or obligation to be performed by the Corporation or such other person under any Debt Instrument, Material Agreement, agreement, or arrangement to which the Corporation is a party or otherwise bound which could reasonably be expected to have a Material Adverse Effect, and all such contracts, agreements or arrangements are in good standing, and to the knowledge of the Corporation no event has occurred which with notice or lapse of time or both would constitute such a default by the Corporation or any other party; (ff) Equity Financial Trust Company at its principal transfer office in the City of Toronto, Ontario has been duly appointed as the registrar and transfer agent for the Common Shares; (gg) except as disclosed in the Public Record, none of the directors or officers of the Corporation, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any transaction during the three most recently completed financial years or during the current financial year, or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Corporation on a consolidated basis; 11

(hh) each Debt Instrument to which the Corporation is a party is in good standing and the Corporation is not in default of any obligation or covenant under such Debt Instruments and, except for intercompany debt, the Corporation is not party to any material Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with them; (ii) the Corporation is in compliance, in all material respects, with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the Environmental Laws) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (Hazardous Substances); (jj) the Corporation has collectively, obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the Environmental Permits) necessary as at the date hereof for the operation of the business carried by the Corporation; (kk) the Corporation has not used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (ll) the Corporation has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation which are material to the Corporation, nor has the Corporation received notice of any of the same; (mm) the Corporation has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws and the Corporation has not received any request for information in connection with any federal, state, provincial, municipal or local inquiries as to disposal sites; 12

(nn) except as disclosed in the Public Record, the Corporation is the sole and exclusive owner of all right, title and interest in and to, or has a valid and enforceable right to use pursuant to a written license, all trademarks, trade names, service marks, patents, patent applications, other patent rights, copyrights, domain names, software, inventions, processes, databases, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property rights, whether registered or unregistered and in any jurisdiction (collectively, Intellectual Property Rights) reasonably necessary to conduct its business as now conducted or proposed to be conducted. To the knowledge of the Corporation, the Corporation's business as now conducted or proposed to be conducted as described in the Public Record, does not infringe, conflict with or otherwise violate any Intellectual Property Rights of others, and the Corporation has not received, and has no reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property Rights of others, or any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interest of the Corporation therein. Except as disclosed to the Agent, to the knowledge of the Corporation, there is no infringement by third parties of any Intellectual Property Rights owned by the Corporation. Except as disclosed in the Public Record, there is no pending or, to the knowledge of the Corporation, threatened action, suit, proceeding or claim relating to Intellectual Property Rights owned by the Corporation. Except as disclosed in the Public Record, the Corporation is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity. All licenses for Intellectual Property Rights owned or used by the Corporation are valid, binding upon and enforceable by or against the Corporation and, to the Corporation's knowledge, against the parties thereto in accordance with their terms. To the knowledge of the Corporation, none of the technology employed by the Corporation has been obtained or is being used by the Corporation in violation of any contractual obligation binding on the Corporation or, to the Corporation's knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any third party. All assignments from inventors to the Corporation have been obtained and filed with the appropriate patent offices for all of the Corporation's patent applications. Except as disclosed in the Public Record the Corporation does not have knowledge of any claims of third parties to any ownership interest or lien with respect to the Corporation's or its licensors' patents and patent applications. The Corporation does not know of any facts which would form a basis for a finding of unenforceability or invalidity of any of the patents, trademarks or service marks of the Corporation. The Corporation does not know of any material defects of form in the preparation or filing of the patent applications of the Corporation. To the knowledge of the Corporation, the Corporation has complied with the U.S. Patents and Trademark Office duties and Canadian equivalent duties of candor and disclosure for each patent and patent application of the Corporation. The Corporation does not know of any fact with respect to the patent applications of the Corporation presently on file that (i) would preclude the issuance of patents with respect to such applications, (ii) would lead the Corporation to conclude that such patents, when issued, would not be valid and enforceable in accordance with applicable regulations or (iii) would result in a third party having any rights in any patents issuing from such patent applications. The Corporation has taken all commercially reasonable steps to protect, maintain and safeguard its rights in all material Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements; 13

(oo) except as disclosed to the Agents, the Corporation (or parties under contractual obligation to the Corporation) holds all licenses, certificates, approvals and permits from all provincial, federal, state, United States, foreign and other regulatory authorities, including but not limited to the United States Food and Drug Administration (the FDA), Health Canada (HC), the European Medicines Agency (the EMA) and any foreign regulatory authorities performing functions similar to those performed by the FDA, HC and the EMA, that are material to the conduct of the business of the Corporation as such business is now conducted or proposed to be conducted as described in the Public Record, all of which are valid and in full force and effect and there is no proceeding pending or, to the knowledge of the Corporation, threatened which may cause any such license, certificate, approval or permit to be withdrawn, cancelled, suspended or not renewed. Nothing has come to the attention of the Corporation that has caused the Corporation to believe that the completed studies, tests, preclinical studies and clinical trials conducted by or on behalf of the Corporation that are described in the Public Record were not conducted, in all material respects, in accordance with experimental protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Corporation; or that the drug substances used in the clinical trials have not been manufactured, under current good manufacturing practices, when required, in the United States, Canada and other jurisdictions in which such clinical trials have been and are being conducted. No filing or submission to the FDA, HC, the EMA or any other regulatory body, that was or is intended to be the basis for any approval of the Corporation's products or product candidates, to the knowledge of the Corporation, contains any material omission or material false information. The Corporation is not in violation of any material law, order, rule, regulation, writ, injunction or decree of any court or governmental agency or body, applicable to the investigation of new drugs in humans and animals, including, but not limited to, those promulgated by the FDA, HC or the EMA; (pp) the descriptions in the Public Record of the results of the clinical trials referred to therein are consistent in all material respects with such results and no other studies or other clinical trials whose results are known to the Corporation are materially inconsistent with or otherwise materially call into question the results described or referred to in the Public Record. To the Corporation's knowledge, the studies, tests and preclinical and clinical trials conducted by or on behalf of the Corporation were and, if still pending, are, in all material respects, being conducted in accordance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all applicable laws and authorizations; (qq) the Corporation possesses such valid and current certificates, authorizations or permits issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct its business, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, result in a Material Adverse Change, and the Corporation has not received, nor has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, could result in a Material Adverse Change; 14

(rr) neither the Corporation or, to the best of its knowledge, any employee or agent thereof, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, governmental officer or official, or other Person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws; (ss) there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course; (tt) each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the Employee Plans) has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws; (uu) all material accruals for unpaid vacation pay, premiums for employment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Corporation; (vv) there has never been, there is not currently and the Corporation does not anticipate any labour disruption with respect to the employees or consultants of the Corporation which is adversely affecting or could adversely affect the carrying on of the business of the Corporation; (ww) the minute books of the Corporation made available to the Agents contain copies of all constating documents and all proceedings of security holders and directors (and committees thereof) and are complete in all material respects; (xx) the Corporation is not aware of any circumstances presently existing under which liability is or could reasonably be expected to be incurred under Part XXIII.1 - Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) or analogous securities laws in the other Qualifying Jurisdictions; 15

(yy) other than the Agents, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder's fee in connection with the transactions contemplated by this Agency Agreement; (zz) the Corporation will use the proceeds from the Offering for acquisitions and working capital; and (aaa) the Corporation has complied and will comply with the representation, warranties and covenants applicable to it in Schedule A and Schedule A is true and correct in all material respects. 5. Agents' Fee In consideration for the Agents' services hereunder, the Corporation will pay to the Agents the Agents' Fee and the Corporation shall issue to the Agents that number of Compensation Options equal to 3.5% of the number of Offered Shares sold pursuant to the Offering. Unless otherwise stated herein, the Offered Shares shall also refer to the Compensation Options. The Agents' Fee shall be apportioned among the Agents as follows: Dundee Securities Ltd. 40% Kes 7 Capital Inc. 30% Bloom Burton & Co. Ltd. 30% 100% 6. Closing The sale of the Offered Shares shall be completed at the Closing Time at the offices of Corporation's Counsel in Toronto, Ontario or at such other place as the Corporation and the Agents may agree. At the Closing Time, the Corporation shall deliver to the Agents: (a) the opinions, certificates and agreements referred to in Section 9 and all other documents required to be provided by the Corporation to the Agents pursuant to this Agreement and the Subscription Agreements; (b) except for any Offered Shares offered or sold in the United States which shall be represented by individual definitive share certificates, one or more definitive share certificate(s)/and or book-entry only securities, duly registered as the Lead Agent may direct the Corporation; (c) the Corporation's receipt for payment by the Agents of an amount equal to the aggregate purchase price for the Offered Shares sold pursuant to the Offering; and (d) such further documentation as may be contemplated by this Agreement or as Agents' Counsel or the applicable regulatory authorities may reasonably require; against delivery by the Agents of: 16

(e) all duly completed Subscription Agreements tendered by the Subscribers for the Offered Shares being issued and sold and, where applicable, all completed forms, schedules and certificates contemplated by such Subscription Agreements; (f) a wire transfer of immediately available funds in an amount equal to the aggregate purchase price for the Offered Shares sold pursuant to the Offering, less an amount equal to the Agents' Fee and the costs and expenses of the Agent provided for in Section 14; and (g) the Agents' receipt for the Agents' Fee and the definitive certificates delivered to the Agents in accordance with Section 6(b). 7. Delivery of Offered Shares The Corporation shall, prior to the Closing Date, make all necessary arrangements for the preparation and delivery (and, in the case of definitive certificates, execution of such definitive certificate(s) representing the Offered Shares) of the Offered Shares on the Closing Date in the City of Toronto. The Corporation shall pay all fees and expenses payable to its transfer agent in connection with the preparation and delivery (and, in the case of definitive certificates, execution of such definitive certificate(s) representing the Offered Shares) of the Offered Shares contemplated by this Section 7 and the fees and expenses payable to its transfer agent as may be required in the course of the distribution of the Offered Shares. 8. Agency Basis The Corporation agrees that the Agents are acting as agents of the Corporation in seeking purchasers of Offered Shares without underwriter liability, and nothing in this Agreement or any other agreement shall require the Agents to purchase any of the Offered Shares in connection with the Offering. 9. Conditions to Closing The sale of the Offered Shares shall be subject to the representations, warranties and covenants of the Corporation contained in this Agreement being accurate as of the date of this Agreement and as of the Closing Date, to the Corporation having performed all of its obligations under this Agreement and to the following additional conditions, and the Agents shall have the right on the Closing Date on behalf of Subscribers for Offered Shares to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers unless such conditions have been satisfied: (a) Delivery of Opinions (i) The Agents shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents (and, if required for opinion purposes, counsel to the Agents) from Corporation's Counsel as to the laws of Canada and the Selling Jurisdictions in Canada, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of Canada and such provinces in Canada where Corporation's Counsel is licensed to practice law (or alternatively make arrangements to have such opinions directly addressed to the Agents) and as to matters of fact, on certificates of Governmental Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to customary corporate, securities law and other matters requested by the Agents. (ii) The Agents shall have received at the Closing Time an opinion of U.S. counsel to the Corporation, Troutman Sanders LLP, in form and substance satisfactory to the Agents, acting reasonably, to the effect that the offer and sale of the Offered Shares in the United States do not require registration under the U.S. Securities Act. 17

(iii) The Agents having received at the Closing Time such further opinions, certificates and other documentation from the Corporation as may be contemplated herein or as the Agents may reasonably require, provided, however, that the Agents shall request any such opinion, certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate or document. (b) Delivery of Certificates (i) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement and the transactions contemplated by this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request. (ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation. (iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry: (A) the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; 18

(B) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; (C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time; (D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement, the offering and sale of the Offered Shares in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date); (E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Offered Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and (F) such other matters as may be reasonably requested by the Agents or the Agents' Counsel. (c) Exchange Approval The Corporation shall have obtained the conditional approval of the TSX-V and any other applicable exchange in respect of the issuance and sale of the Offered Shares and all other necessary regulatory approvals prior to the Closing. (d) Consents All required third party consents and waivers necessary for the Corporation to enter into this Agreement and to consummate the transactions contemplated by this Agreement shall have been received at or prior to the Closing Time. 19

The foregoing conditions contained in this Section 9 are for the sole benefit of the Agents and may be waived in whole or in part by the Agents at any time and without limitation. If any of the foregoing conditions have not been met at the Closing Time, the Agents may terminate their obligations under this Agreement without prejudice to any other remedies they may have and the Agents shall have the right on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers. 10. Rights of Termination (a) Regulatory Proceedings Out If, after the date hereof and prior to the Closing Time, any enquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted or announced or any order is made by any federal, provincial or other Governmental Authority in relation to the Corporation which, in the opinion of any of the Agents, operates to prevent or restrict the distribution or trading of the Offered Shares, then such Agent shall be entitled, at its option and in accordance with Section 10(e), to terminate its obligations under this Agreement by notice to that effect given to the Corporation any time at or prior to the Closing Time. (b) Disaster Out If prior to the Closing Time there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which, in the opinion of any of the Agents, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole, then such Agent shall be entitled, at its option and in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time. (c) Material Change or Change in Material Fact Out If, after the date hereof and prior to the Closing Time, there shall occur any material change or change in a material fact which, in the reasonable opinion of any of the Agents, would be expected to have a significant adverse effect on the business, affairs, prospects or financial condition of the Corporation and its subsidiaries taken as a whole or the market price or value of the securities of the Corporation, then such Agent shall be entitled, at its option, in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation any time at or prior to the Closing Time. (d) Non-Compliance with Conditions The Corporation agrees that all terms and conditions in Section 9 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its best efforts to cause such conditions to be complied with, and that any breach or failure by the Corporation to comply with any such conditions shall entitle any of the Agents, in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. Each Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non- compliance, provided that any such waiver or extension shall be binding upon an Agent only if such waiver or extension is in writing and signed by the Agent. 20

(e) Exercise of Termination Rights The rights of termination contained in Sections 10(a), (b), (c) and (d) may be exercised by any of the Agents and are in addition to any other rights or remedies any of the Agents may have in respect of any default, act or failure to act or non- compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Agents to the Corporation or on the part of the Corporation to the Agents except in respect of any liability which may have arisen prior to or arise after such termination under Sections 11, 12 and 14. A notice of termination given by an Agent under Section 10(a), (b), (c) or (d) shall not be binding upon any other Agent who has not also executed such notice. 11. Indemnity (a) Rights of Indemnity (1) The Corporation covenants and agrees to protect, indemnify, and save harmless, each of the Agents and their respective affiliates, and each and every one of the directors, officers, employees, partners and agents of the Agents (individually, an Indemnified Party and collectively, the Indemnified Parties) harmless from and against any and all expenses, losses (excluding loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (a) any information or statement contained in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact; 21

(b) the omission or alleged omission to state in in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation's securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation's non-compliance with any statutory requirement to make any document available for inspection; or (e) any breach of a representation or warranty of the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. 22

(4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party's behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation's right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent. 23

(b) Notification of Claims If any matter or thing contemplated by Section 11(a) (any such matter or thing being referred to as a Claim) is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the Indemnified Party) will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which they may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that the Corporation is materially prejudiced by that failure). The Corporation shall assume the defence of any suit brought to enforce such Claim, provided, however, that (i) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and (ii) no settlement of any such Claim or admission of liability may be made by the Corporation without the prior written consent of the Indemnified Party, acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party. (c) Right of Indemnity in Favour of Others With respect to any Indemnified Party who is not a party to this Agreement, the Agents shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such Indemnified Party. (d) Retaining Counsel In any such Claim, the Indemnified Party shall have the right to retain one separate counsel to act on his or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed in writing to the retention of the other counsel; (ii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Corporation and the Indemnified Party shall have been advised in writing by counsel to the Indemnified Party that the representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between the Corporation and the Indemnified Party; or (iii) the Corporation shall not have retained counsel within seven Business Days following receipt by the Corporation of notice of any such Claim from the Indemnified Party; provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. 24

12. Contribution (a) Rights of Contribution In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 11 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agents or enforceable otherwise than in accordance with its terms, the Corporation and the Agents shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits) of a nature contemplated by Section 11 in such proportions so that the Agents shall be responsible for the portion represented by the percentage that the aggregate Agents' Fee hereunder bears to the aggregate offering price of the Offered Shares being sold by the Corporation and the Corporation shall be responsible for the balance, whether or not they have been sued together or sued separately, provided, however, that (i) the Agents shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Agents' Fee actually received by the Agents from the Corporation under this Agreement; (ii) each Agent shall not in any event be liable to contribute, individually, any amount in excess of such Agents' portion of the aggregate Agents' Fee actually received from the Corporation under this Agreement; and (iii) no party who has engaged in any fraud, fraudulent misrepresentation, wilful misconduct or negligence shall be entitled to claim contribution from any person who has not engaged in such fraud, fraudulent misrepresentation, wilful misconduct or negligence. (b) Rights of Contribution in Addition to Other Rights The rights to contribution provided in this Section 12 shall be in addition to and not in derogation of any other right to contribution which the Agents may have by statute or otherwise at law. (c) Right of Contribution in Favour of Others With respect to this Section 12, the Corporation acknowledges and agrees that the Agents are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents. For purposes of this Section 12, each person, if any, who controls an Agent within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act and each Agents' affiliates and selling agents shall have the same rights to contribution as such Agent and each person, if any, who controls the Corporation within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act shall have the same rights to contribution as the Corporation. The Agents' respective obligations to contribute pursuant to this Section 12 are several in proportion to the percentages of Agents' Fee set forth opposite their respective names in Section 5(a) hereof and not joint. 25

(d) Remedy Not Exclusive The remedies provided for in this Section 12 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any party at law or in equity. 13. Severability If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement. 14. Expenses (a) Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Offered Shares and all expenses of or incidental to all other matters in connection with the offering of the Offered Shares shall be borne by the Corporation including, without limitation, all fees and disbursements of all legal counsel to the Corporation (including U.S., foreign and local counsel), all fees and disbursements of the Corporation's accountants and auditors, all expenses related to road shows and marketing activities, all printing costs incurred in connection with the offering of the Offered Shares, including certificates, if any, representing the Offered Shares, all filing fees, all fees and expenses relating to listing the Offered Shares on any exchanges, all transfer agent fees and expenses, and all reasonable out-of-pocket expenses of the Agents incurred in connection with the offering of the Offered Shares, including without limitation the fees of Canadian counsel to the Agents which shall not exceed $50,000 (not including applicable taxes and disbursements and $10,000 USD plus tax and disbursements for U.S. Counsel), and any advertising, printing, courier, telecommunications, data search, presentation, travel and other expenses incurred by the Agents together with all related taxes (including, without limitation, provincial sales taxes and HST). (b) All expenses payable by the Corporation to the Agent in accordance with this Agreement shall be payable whether or not the Offering is completed. 15. Survival of Representations and Warranties The representations, warranties, obligations and agreements of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Shares shall survive the payment by the Agents for the Offered Shares, if any, and the distribution of the Offered Shares, and shall continue in full force and effect unaffected by the termination of the Agents' obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the distribution of the Offered Shares. 26

16. Entire Agreement This Agreement, including any schedules hereto, represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, warranties, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. This Agreement shall not be amended or varied in its terms by oral agreement or by representations or otherwise except by instrument in writing executed by the duly authorized representatives of the parties hereto or their respective successors or assigns. It is understood that the terms and conditions of this Agreement supersede any previous verbal or written agreement between the Agents and the Corporation relating to the subject matter hereof. 17. Amendment No modification or amendment to this Agreement may be made unless agreed upon by the Corporation and the Agents in writing. 18. Assignment and Enurement No party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other parties and any transfer or assignment or purported transfer or assignment in contravention of this Section 18 shall be void and without force or effect. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. 19. Time Time is of the essence in the performance of the parties' respective obligations under this Agreement. 20. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario. 21. Notice Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a notice) shall be in writing addressed as follows: If to the Corporation, addressed and sent to: Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris Facsimile No.: 519.434.4382 e-mail: rob.harris@tributepharma.com 27

with a copy to (which copy shall not constitute notice): Fogler, Rubinoff LLP 77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, Ontario M5K 1G8 Attention: Eric Roblin Facsimile No.: 416.941.8852 e-mail: eroblin@foglers.com to the Agents at: Dundee Securities Ltd. 1 Adelaide Street East, Suite 2000 Toronto, Ontario M5C 2V9 Attention: Aaron Unger Facsimile No.: 416.849.1380 e-mail: aunger@dundeecapitalmarkets.com Kes 7 Capital Inc. 2 Bloor Street East, Suite 2102 Toronto, Ontario M4W 1A8 Attention: Marc Lustig e-mail: marcl@kes7capital.com Bloom Burton & Co. Ltd. 65 Front Street West Suite 300 Toronto, Ontario M5E 1B5 Attention: Jolyon Burton Facsimile No.: 416.640.7573 e-mail: jburton@bloomburton.com with a copy to (which copy shall not constitute notice): Dentons Canada LLP 77 King Street West, Suite 400, TD Centre Toronto, Ontario M5K 0A1 28

Attention: Andrew Elbaz Facsimile No.: 416.863.4592 email: andrew.elbaz@dentons.com or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 21. Each notice shall be personally delivered to the addressee or sent by fax or e-mail to the addressee. A notice which is personally delivered or delivered by fax or e-mail shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered. 22. Authority of the Lead Agent The Lead Agent is hereby authorized by each of the other Agents to act on its behalf, except in respect of any consent to a settlement pursuant to Section 11(b) which consent shall be given by the Indemnified Party, a notice of termination pursuant to Section 10 which notice may be given by any of the Agents, or any waiver pursuant to Section 10(d), which waiver must be signed by all of the Agents. 23. Agents as Trustee The Corporation acknowledges and agrees that it is the intention of the parties to this Agreement and the Corporation hereby constitutes the Agents as trustees for each of the Subscribers in respect of each of the representations and warranties of the Corporation contained in this Agreement and the Agents shall be entitled, as trustees, in addition to any rights of the Subscribers, to enforce such representations and warranties on behalf of the Subscribers. 24. Counterparts This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement. [The remainder of this page has been left blank intentionally.] 29

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Lead Agent upon which this letter as so accepted shall constitute an Agreement among us. Yours very truly, DUNDEE SECURITIES LTD. By: /s/ Aaron Unger Name: Aaron Unger Title: Managing Director KES 7 CAPITAL INC. By: /s/ Mark Christensen Name: Mark Christensen Title: President and CEO BLOOM BURTON & CO. LTD. By: /s/ Jolyon Burton Name: Jolyon Burton Title: CEO 30

The foregoing offer is accepted and agreed to as of the date first above written. TRIBUTE PHARMACEUTICALS INC. By: /s/ Rob Harris Name: Rob Harris Title: President and CEO 31

SCHEDULE A COMPLIANCE WITH UNITED STATES SECURITIES LAWS As used in this Schedule and related exhibits, the following terms shall have the meanings indicated: (a) Accredited Investors means institutions that are accredited investors meeting the criteria set forth in Rule 501(a) of Regulation D; (b) Directed Selling Efforts means directed selling efforts as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares; (c) Foreign Issuer means foreign issuer as that term is defined in Rule 902(e) of Regulation S; (d) General Solicitation and General Advertising means general solicitation and general advertising, respectively, as used in Rule 502(c) of Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising; (e) Offshore Transaction means an offshore transaction as that term is defined in Rule 902(h) of Regulation S; (f) Regulation D means Regulation D adopted by the SEC under the U.S. Securities Act; (g) Regulation S means Regulation S adopted by the SEC under the U.S. Securities Act; (h) SEC means the United States Securities and Exchange Commission; (i) Substantial U.S. Market Interest means substantial U.S. market interest as that term is defined in Rule 902(j) of Regulation S; (j) U.S. Affiliate of any Lead Agent means the U.S. registered broker-dealer affiliate of the Lead Agent; (k) U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and (l) U.S. Subscriber means a Subscriber located in the United States, who was offered Offered Shares in the United States, who originated their purchase at or from the United States or who executes a Subscription Agreement while in the United States.

All other capitalized terms used but not otherwise defined in this Schedule shall have the meanings assigned to them in the Agency Agreement to which this Schedule is attached. Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and acknowledges to and with the Agents and the U.S. Affiliates that: 1. The Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the common shares of the Corporation. 2. The Corporation is not, and after giving effect to the Offering and the application of the proceeds as contemplated hereby, will not be, required to register as an investment company as such term is defined under the United States Investment Corporation Act of 1940, as amended. 3. Except with respect to offers and sales to Accredited Investors identified by the Agents in reliance upon Regulation D, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Subscriber is outside the United States. 4. None of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment), has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause the registration exemption and exclusion afforded by Rule 506(b) of Regulation D or Rule 903 of Regulation S, respectively, to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement. 5. None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 2

6. For the period commencing six months prior to the date hereof and ending six months following the completion of the Offering, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has sold, offered for sale or solicited any offer to buy or will sell, offer to sell or solicit any offer to buy any of the Corporation's securities in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemption from registration afforded by Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Shares. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. None of the Corporation, its affiliates or any person on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the Offering. 9. The Corporation will cause a Form D to be filed with the SEC within 15 days of the first sale of the Offered Shares to a U.S. Subscriber, and will, within the prescribed time periods, prepare and file any other forms or notices required under any state securities laws in connection with the offer and sale of Offered Shares. 10. With respect to Offered Shares to be offered and sold in reliance on Rule 506(b) of Regulation D, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the Offering, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale (each, an Issuer Covered Person and, together, Issuer Covered Persons) is subject to any of the Bad Actor disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a Disqualification Event), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agents a copy of any disclosures provided thereunder. 11. The Corporation is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Offered Shares pursuant to Rule 506(b) of Regulation D. 3

12. The Corporation will notify the Agents, in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. Representations, Warranties and Covenants of the Agents Each of the Agents represents, warrants, covenants and acknowledges to and with the Corporation that: 1. The Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Offered Shares except: (a), in case of all Agents, offers and sales in Offshore Transactions in accordance with Rule 903 of Regulation S; or (b), in the case of the Lead Agent, offers in the United States to Accredited Investors as permitted by this Agreement. Accordingly, none of the Agent, its affiliates or any persons acting on any of their behalf, has made or will make (except as permitted in this Agreement): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to any person in the United States; (ii) any sale of Offered Shares to any Subscriber unless, at the time the buy order was or will have been originated, the Subscriber was outside the United States, or such Agent, affiliate or person acting on any of their behalf reasonably believed that such Subscriber was outside the United States. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its reasonable best efforts to ensure that its U.S. Affiliate and each selling group member complies with, the provisions of this Schedule applicable to the Agent as if such provisions applied to such U.S. Affiliate and such selling group members. 3. All offers of Offered Shares in the United States shall be made only by the Lead Agent through its U.S. Affiliate, which on the dates of such offers and subsequent sales by the Corporation was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws (unless exempt from the registration requirements thereof) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. The U.S. Affiliate will make all offers and arrange for all sales by the Corporation of Offered Shares in compliance with all applicable United States federal and state broker-dealer requirements and this Schedule. 4

4. None of the Agent, its affiliates, or any person acting on behalf of any of them, have engaged in any Directed Selling Efforts or have solicited or will solicit offers to buy, or have offered to sell or will offer to sell, any of the Offered Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 5. Any offer to sell or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States by the Lead Agent through the U.S. Affiliate was or will be made only to Accredited Investors in transaction that in compliance with Rule 506(b) of Regulation D and to be exempt from registration under and in compliance with applicable state securities laws. 6. Immediately prior to soliciting any U.S. Subscriber, the Lead Agent, its U.S. Affiliate, their respective affiliates, and any person acting on behalf of any of them, had reasonable grounds to believe and did believe that each such U.S. Subscriber was an Accredited Investor, based upon a pre-existing relationship, and at the time of completion of each sale by the Corporation to such U.S. Subscriber, the Lead Agent, its U.S. Affiliate, their respective affiliates, and any person acting on behalf of any of them will have reasonable grounds to believe and will believe, that each U.S. Subscriber designated by the Lead Agent or its U.S. Affiliate to purchase Offered Shares from the Corporation is an Accredited Investor. 7. Prior to arranging for any sale by the Corporation of Offered Shares to U.S. Subscribers, the Lead Agent shall cause each such U.S. Subscriber to duly complete and execute a Subscription Agreement to be used for U.S. Subscribers. 8. At least one business day prior to the Closing Date, the transfer agent for the Corporation will be provided with a list of all U.S. Subscribers. 9. At the Closing Time, the Lead Agent, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit I to this Schedule A relating to the manner of the offer of the Offered Shares in the United States or will be deemed to have represented and warranted to the Corporation that neither it nor its U.S. Affiliate has offered or sold Offered Shares in the United States. 10. Prior to arranging any sale by the Corporation of Offered Shares to a U.S. Subscriber, each such person will be informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Subscriber in reliance on an exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. 11. None of the Agent, the U.S. Affiliate, or any person acting on its or their behalf has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with the Offering. 12. Other than Lead Agent and the U.S. Affiliate, it has not made and will not make any offers or sales of Offered Shares in the United States in connection with the Offering. 5

13. The Lead Agent represents and warrants that with respect to Offered Shares to be sold in reliance on Rule 506(b) of Regulation D, none of it, or the U.S. Affiliate, or any of its or the U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the Offering, or any other person associated with the Lead Agent who will receive, directly or indirectly, remuneration for solicitation of Subscribers of Offered Shares pursuant to Rule 506(b) of Regulation D (each, a Dealer Covered Person and, together, Dealer Covered Persons), is subject to any Disqualification Event (as defined below) except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. 14. The Lead Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Offered Shares pursuant to Rule 506(b) of Regulation D. It will notify the Corporation, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale. 15. The Lead Agent will notify the Corporation, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation in accordance herewith, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. 6

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

Question: EXHIBIT 10.2

[LOGO AMERICAN EXPRESS] INCENTIVE SERVICES

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

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

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

AMERICAN EXPRESS INCENTIVE SERVICES STORED VALUE PRODUCTS RESELLER AGREEMENT

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

The following points outline this agreement:

1. PURPOSE

Under and subject to the terms of this Agreement:

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

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

2. EXCLUSIVITY

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

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

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

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

1

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

3. INVENTORY AND FORECASTING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4. CARD ISSUANCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5. PAYMENT INSTRUCTIONS

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

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

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

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

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

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

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

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

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

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

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

6. ORDERING INSTRUCTIONS

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

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

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

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

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

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

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

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

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

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

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7. PROGRAM COMMUNICATIONS

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

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

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

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

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

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

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

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

h. Schoolpop shall send all materials for review to:

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

8. JOINT MARKETING AND COMMUNICATIONS

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

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

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

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

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

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

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

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

9. PROGRAM TERMS

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

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

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

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

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

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

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

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

10. PROGRAM SERVICING

a. AEIS will provide:

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

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

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

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

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

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

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

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

11. REPRESENTATIONS AND WARRANTIES

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

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

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

12. CONFIDENTIALITY

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

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

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

9

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

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

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

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

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

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13. INSURANCE

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

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

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

14. GENERAL TERMS & CONDITIONS

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

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

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

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

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

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

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

11

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

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

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

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

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

[Signature Pages Attached]

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

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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.

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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.

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

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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.

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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)

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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:_______________________________________________________

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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.)

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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.

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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.

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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.

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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

Answer: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Question: Execution version

Amendment n 01 to the Global Maintenance Agreement ref. DS/C-3957/14 Issue 7 dated March 9t h , 2015

BETWEEN

AZUL LINHAS AEREAS BRASILEIRAS S/A

AND

AVIONS DE TRANSPORT REGIONAL, G.I.E. AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 1/9

Source: AZUL SA, F-1/A, 3/3/2017

Execution version TABLE OF CONTENTS: CLAUSE PAGE

1. DEFINITIONS 4

2. AMENDMENT 4

3. EFFECTIVE DATE AND DURATION 5

4. CONFIDENTIALITY 5

5. GOVERNING LAW - ARBITRATION 7

6. MISCELLANEOUS 8 AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 2/9

Source: AZUL SA, F-1/A, 3/3/2017

Execution version CONFIDENTIAL TREATMENT REQUESTED This amendment (hereinafter referred to as the Amendment) is entered into on January 6th, 2016.

BETWEEN:

AZUL LINHAS AEREAS BRASILEIRAS S/A, a company incorporated under the laws of Brazil, the registered office of which is located at Avenida Marcos Penteado de Ulhoa Rodrigues, 939 - Edif. Castello Branco Office Park - Torre Jatoba - 9 andar - CEP 06460-040 - Alphaville Industrial - Barueri - Sao Paulo - Brazil, identified under Cadastro Nacional de pessoa Juridica (CNPJ) number 09.296.295/0001-60.

Hereafter referred to as the Company or AZUL,

On the one part,

AND:

AVIONS DE TRANSPORT REGIONAL, G.I.E., a French groupement d'interet economique established under articles L.251-1 to L251-23 of the French Commercial Code, whose registered office is at 1 allee Pierre Nadot, 31712 Blagnac, France identified under Corporate and Trade Register of Toulouse number 323 932 236,

Hereafter referred to as the Repairer' or ATR, On the other part.

Hereinafter individually referred to as the Party or collectively as the Parties

RECITALS:

WHEREAS the Repairer and the Company entered into a Global Maintenance Agreement as referenced here above (as amended and supplemented from time to time, hereafter referred to as the GMA) for the purpose of providing the Company with Services for the maintenance of the Aircraft; and,

WHEREAS in consideration of modification of the operations, the Repairer and the Company agree to amend the GMA in order to update the number of [*****] required for the invoicing; and,

WHEREAS the Parties wish to amend certain provisions of the GMA upon the terms and conditions set out below.

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 3/9

Source: AZUL SA, F-1/A, 3/3/2017

Execution version CONFIDENTIAL TREATMENT REQUESTED

1. DEFINITIONS

Unless otherwise defined, capitalised terms, singular or plural, used in this Amendment, shall have the same meaning ascribed thereto in the GMA.

2. AMENDMENT

The following Clauses, sentences or words of the GMA are amended as follows: 2.1 Clause 12 - INVOICING AND PAYMENT TERMS (i) Clause 12.1(ii) of the GMA shall be cancelled and substituted as follow: [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] (ii) Any other provision of Clause 12 shall remain in full force and effect. 2.2 Exhibit 14 - PRICE CONDITIONS (i) Clause 3.2 of the Exhibit 14 of the GMA shall be cancelled and substituted as follow: 3.2 Technical conditions for prices adjustment

The prices set out in this Exhibit 14 shall be modified every [*****] at the occasion of the invoicing reconciliation pursuant to Clause 11 (Reconciliation) if the Standard Operations of the [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 4/9

Source: AZUL SA, F-1/A, 3/3/2017

Execution version CONFIDENTIAL TREATMENT REQUESTED Aircraft, analyzed at the time of the adjustment (all calculations are made with figures corresponding to [*****], change by more or less [*****] with respect to the estimated values of the same parameters, considered at the time of commencement of the Term.

As from the date this Agreement enters into force, the Parties agree to take into account the following basic operating parameters (the Standard Operations) as a reference for the above calculation:

(i) [*****]

- [*****]

(ii) [*****]

- [*****]

(ii) Any other provision of the Exhibit 14 shall remain in full force and effect.

3. EFFECTIVE DATE AND DURATION

This Amendment shall enter into force on the date of its signature by both Parties and, unless otherwise agreed upon in writing by the Parties through a subsequent amendment to the GMA, shall remain in force for the term of the referenced GMA.

4. CONFIDENTIALITY

4.1 Confidentiality obligations

Unless otherwise provided in this Amendment, any Confidential Information released by either of the Parties (the Disclosing Party) to the other Party (the Receiving Party) shall not be released in whole or in part to any third party.

In particular, the Receiving Party undertakes:

- to keep the Confidential Information strictly confidential, not to deliver, disclose or publish it to any third party including subsidiarycompanies and companies having an interest in its capital, except as otherwise agreed in writing by the Disclosing Party;

- to use the Confidential Information solely for the purpose of this Amendment and except as otherwise expressly agreed in writing bythe Disclosing Party, not to use the same or permit its use for any other purpose;

- to disclose the Confidential Information only to those of its direct employees having a need to know such Confidential Information in order to make permitted use thereof, after having beforehand clearly informed such employees of the strictly confidential nature of the Confidential Information and caused them to observe said conditions of confidentiality. The Receiving Party shall be responsible for the correct performance of said obligations of confidentiality by its employees and shall keep up to date the list of its personnel, to whom Confidential Information is communicated, which list shall be made available to the Disclosing Party at its request;

- not to duplicate the Confidential Information nor to copy or reproduce the same beyond the purpose of the Amendment;

- not to disclose Confidential Information to any third party, unless such third party is acting at the instruction of the Receiving Party and such disclosure is reasonably necessary to accomplish the purpose of the Amendment, provided however, that prior to any such disclosure both of the following conditions are satisfied: [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 5/9

Source: AZUL SA, F-1/A, 3/3/2017

Execution version

(i) each of such third parties, shall have signed an acknowledgement to keep such Confidential Information as strictly confidential;and,

(ii) the Receiving Party shall have obtained written prior approval of the Disclosing Party of such proposed disclosure, whichapproval may be not unreasonably withheld or delayed.

- promptly notify the Disclosing Party if a disclosure of Confidential Information is required by a Government Entity or by Law and to useall reasonable effort to assist the Disclosing Party in limiting such disclosure to the extent permitted by Law;

- upon discovery of any disclosure of Confidential Information, regardless of whether such discovery is intentional or inadvertent, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable actions (i) to retrieve the disclosed Confidential Information, (ii) to destroy any unauthorized copies thereof and (iii) to stop further disclosure.

4.2 Non application of confidentiality obligations

The obligations of Receiving Party with respect to Confidential Information as set forth in this Clause 4.1 above shall not be applicable to information which:

(a) upon the Signing Date was part of the public domain or became part of the public domain after the disclosure, other than by a violationof the Amendment or any other non-disclosure Amendment or the applicable Law of any jurisdiction; or

(b) was already lawfully known by the Receiving Party, as evidenced by written records bearing an unquestionable date, prior the SigningDate by the Disclosing Party and was unrestricted; or

(c) was lawfully disclosed to the Receiving Party subsequently to the signature of the Amendment by a third party which had not receivedthe same directly or indirectly from the Disclosing Party and that such disclosure does not violate any non-disclosure Amendment.

4.3 Permitted disclosure of Confidential Information

Notwithstanding any provision to the contrary in the Amendment, the Receiving Party shall be entitled to disclose Confidential Information if required to do so:

(a) by order of a court or government agency of competent jurisdiction; or

(b) by any applicable Law,

provided, however, that prior to making such disclosure, the Receiving Party shall if possible advise the Disclosing Party of the circumstances requiring such disclosure in order to afford the Disclosing Party sufficient advance notice to permit to raise any objections that it may deem appropriate.

4.4 Disclosing Party's proprietary rights

Any Confidential Information shall remain the property of the Disclosing Party. The Amendment shall not be construed as granting or conferring to the Receiving Party, either expressly or by implication, any license or proprietary interest in or to any Confidential Information nor any right of use beyond the purpose of this Amendment.

The Repairer, its Affiliates and/or its Subcontractors as applicable shall remain the exclusive owner of any intellectual property right related to the Services including: design of the LRUs, Main Elements, job cards, task cards, operating manual or industrial process, as relevant. No title to or other ownership interest in AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 6/9

Source: AZUL SA, F-1/A, 3/3/2017

Execution version CONFIDENTIAL TREATMENT REQUESTED the Confidential Information is transferred except as specifically stated in the Amendment, and the Receiving Party hereby expressly disclaims any such rights or interests.

The Receiving Party hereby acknowledges and recognises that Confidential Information is protected by copyright Laws and related international treaty provisions, as the case may be.

4.5 For the sake of clarity, and for the purpose of this Clause 4 and this Amendment, any of the receiving Party's Affiliates and their Subcontractors shall not be considered as third party and shall be entitled to have access to any Confidential Information disclosed by the disclosing Party in connection with this Amendment. 4.6 This Clause 4 shall survive termination or expiry of this Amendment for a period of five (5) years following such End Date.

5. GOVERNING LAW - ARBITRATION

5.1 Governing law:

Pursuant to and in accordance with Section 5-1401 of the New York General Obligations Law, the Parties hereto agree that this Amendment in all respects, and any claim or cause of action based upon or arising out of this Amendment, or any dealing between the Parties relating to the subject matter of this Amendment or the transactions contemplated hereby or the Company/Repairer relationship being established, shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A. as applied to contracts to be performed wholly within the State of New York (Exclusive of Section 7-101 of the New York General Obligations Law which is inapplicable to this Amendment).

5.2 Arbitration: in the event of a dispute arising out of or relating to this Amendment, including without limitation disputes regarding the existence, validity or termination of this Amendment (a Dispute), either Party may notify such Dispute to the other through service of a written notice (the Notice of Dispute). The Parties shall make their reasonable endeavours to settle the Dispute amicably by a committee composed of one (1) management representative of each Party (the Representatives). Such committee shall be created by the Parties within [*****] from the date of receipt of the Notice of Dispute.

5.2.1 Subject to sub-Clause 5.2.5 below and in the event the Representatives (i) fail to create such committee or (ii) do not agree on an amicable settlement within [*****] from the date the committee referred to in this sub-Clause 5.2 has been created or such longer period as may be agreed upon in writing by the Representatives (the Amicable Settlement Period), the Dispute shall be exclusively and finally settled under the Rules and Conciliation of Arbitration of the International Chamber of Commerce (the ICC) by an arbitral tribunal composed of three (3) arbitrators; each Party shall then appoint one (1) arbitrator within [*****]from the last day of the Amicable Settlement Period and the third arbitrator, who will act as President, will be appointed by the other two (2) arbitrators. In case the two (2) arbitrators appointed by the Parties do not agree on this choice with [*****] from the date the last arbitrator is appointed, the third arbitrator will be appointed by the ICC Court.

5.2.2 The arbitration, and any proceedings, and meetings incidental to or related to the arbitration process, shall take place in New York, U.S.A, and the language to be used in the arbitral proceedings shall be English; arbitral award shall be final and binding upon the Parties.

5.2.3 The arbitration shall be kept confidential and the existence of the proceeding and any element of it shall not be disclosed to any third party. Any information relating to and/or documents generated for the purpose of or produced in the arbitration, including any awards, shall remain confidential [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 7/9

Source: AZUL SA, F-1/A, 3/3/2017

Execution version between the Parties, the arbitrators and any other Person involved in the arbitration proceedings, except to the extent that disclosure may be required pursuant to any order of court or other competent authority or tribunal, or to protect or pursue a legal rights or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

5.2.4 During any period of negotiation or arbitration, the Parties shall continue to meet their respective obligations in accordance with theprovisions of the Amendment.

5.2.5 Notwithstanding any provision of this Clause 5.2 the Parties may, at any time, seek and decide to settle a Dispute either throughdirect negotiations or in accordance with the ICC rules in respect of the alternative dispute resolution.

5.3 Judgment upon any award may be entered in any court having jurisdiction or application may be made to the court for a judicial recognition of the award or an order of enforcement, as the case may be.

5.4 Recourse to jurisdictions is expressly excluded except as provided for in the ICC Rules of Conciliation and Arbitration concerning Conservatory and Interim measures.

6. MISCELLANEOUS

6.1 This Amendment contains the entire agreement between the Parties regarding the subject-matter and shall supersede any previous understandings, commitments and/or representations whatsoever oral or written.

6.2 In case of any inconsistency between the terms of the GMA and this Amendment regarding the subject-matter, the latter shall prevail.

To the extent not inconsistent with this Amendment, all terms and conditions of the GMA shall remain valid and binding.

6.3 This Amendment shall not be varied or modified except by a written document duly signed by duly authorized representatives of both Parties. AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 8/9

Source: AZUL SA, F-1/A, 3/3/2017

Execution version IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereto have agreed to execute this Amendment in two (2) original copies in the English language. On behalf of: /s/ Renato Covelo On behalf of:

AZUL LINHAS AEREAS BRASILEIRAS S/A (the Company)

AVIONS DE TRANSPORT REGIONAL (the Repairer)

Signed by: Renato Covelo Signed by: M. Castoriwa Function: Attorney In Fact Function: VP Commercial Date: December 18th, 2015 Date: January 6th, 2016 AZUL-ATR Amendment N 1 Global Maintenance Agreement Page 9/9

Source: AZUL SA, F-1/A, 3/3/2017

Answer:
Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?