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

Input: Consider Input: Exhibit 10.12 EXCLUSIVE DISTRIBUTOR AGREEMENT THIS EXCLUSIVE DISTRIBUTOR AGREEMENT (this Agreement) is made and entered into as of the 12th day of November, 2019 (the Effective Date), by and among WATER NOW, INC., a Texas corporation (Water Now), Hydraspin USA, Inc., a Texas corporation and a subsidiary of Water Now (the Subsidiary, and collectively with Water Now, Hydraspin) and BESTEV MANAGEMENT, LLC, a Texas limited liability company (Distributor). Hydraspin and Distributor are sometimes hereinafter referred to individually as a Party and collectively as the Parties. RECITALS: A. Hydraspin holds the exclusive distribution rights in the United States of America for certain commercial oil and gas products,and the associated technology, used to separate and remove Hydrocarbons from natural and injected water involved in the extraction process. B. Hydraspin desires to appoint Distributor, and Distributor desires to be appointed, as the exclusive distributor of products of Hydraspin in the Territory (as defined below), pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I. DEFINITIONS 1.1 For purposes of this Agreement, the following terms, where written with an initial capital letter, shall have the meanings assigned to them in this Article I unless the context otherwise requires: Affiliate means an individual or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, another Person. The term Control as utilized herein means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through management, ownership, by contract, or otherwise; provided, however, in no event shall Hydraspin be deemed an Affiliate of the Distributor. Change of Control means the sale, conveyance or disposition of all or substantially all of the assets of Hydraspin, the effectuation by Hydraspin of a transaction or series of transactions in which more than 50% of the voting power of Hydraspin is disposed of, or any consolidation, merger or other business combination of Hydraspin with or into any other Person or Persons where Hydraspin is not the survivor. Customer means any Person that is a customer of the Distributor and any Affiliate of Distributor that has an interest in or ultimately utilizes the Product (as defined below). Distributor Share means, with respect to Net Revenue, the percentage of Net Revenue that the Distributor is entitled to receive, as follows: (i) for the first ten (10) Products installed, 7.5% of Net Revenue, and (ii) for the eleventh (11th) Product installed and all Products installed thereafter, 15% of Net Revenue. Notwithstanding anything to the contrary contained herein, the 1

Source: WATER NOW, INC., 10-Q, 11/20/2019

Distributor Share with respect to the split of Net Revenue between Hydraspin and the Distributor with respect to any particular Production installation or group Product installation may be negotiated by Hydraspin and the Distributor and set forth in a separate written agreement between the Parties, and in such case, the Distributor Share set forth in the separate written agreement shall supersede and control over the Distributor Share set forth above. Governmental Entity means any and all federal, state or local governments, governmental institutions, public authorities and any other governmental entities of any nature whatsoever, and any subdivisions or instrumentalities thereof, including, but not limited to, departments, boards, bureaus and panels, and any divisions or instrumentalities thereof, whether permanent or ad hoc and whether now or hereafter constituted or existing. Hydraspin Share means, with respect to Net Revenue, the percentage of Net Revenue that Hydraspin is entitled to receive, as follows: (i) for the first ten (10) Products installed, 92.5% of Net Revenue, and (ii) for the eleventh (11th) Product installed and all Products installed thereafter, 85% of Net Revenue. Notwithstanding anything to the contrary contained herein, the Hydraspin Share with respect to the split of Net Revenue between Hydraspin and the Distributor with respect to any particular Production installation or group Product installation may be negotiated by Hydraspin and the Distributor and set forth in a separate written agreement between the Parties, and in such case, the Hydraspin Share set forth in the separate written agreement shall supersede and control over the Hydraspin Share set forth above. Hydrocarbons means and includes oil, gas, casinghead gas, condensate, natural gas liquids, and all components of the foregoing. Law means any constitution, law, ordinance, principle of common law, regulation, order, statute or treaty of or issued by any Governmental Entity. Loss means any damage, deficiency, penalty, fine, cost, amount paid in settlement, liability, obligation, tax, loss, expense or fee, including court costs and reasonable attorneys' fees and expenses. Marks means mean the trademark(s), service mark(s) and/or logo(s) applicable to each Product and owned by either Hydraspin or African Horizon Technologies (PTY) Ltd (AHT). Net Revenue means the gross revenue derived from the sale of the Hydrocarbons resulting from the Products, less (i) the share of gross revenue due to the Customers under the agreements between the Customers and the Distributor or any Affiliate of the Distributor, which is generally 50%, but may be greater or less than 50%, and (ii) ordinary and customary costs, expenses and fees that are deducted from the gross revenue. Person means natural persons, corporations, ventures, limited liability companies, partnerships, trusts and all other entities and organizations. Performance Benchmarks shall mean the following requirements necessary for Distributor to maintain the exclusivity granted in Section 2.1 hereof: (a) the execution of contracts to deploy Products in 25 new locations approved in advance by Hydraspin (Customer Locations) during each 12 month period following the Effective Date and (b) all Customer Locations in the aggregate shall generate an average of 7,500 barrels of fluid per day on a trailing 12 month basis. Customer Locations must be available for installation within 90 days of approval by Hydraspin to be applied toward the satisfaction of the Performance Benchmark. All Customer Locations in excess of 2

Source: WATER NOW, INC., 10-Q, 11/20/2019

25 secured during an applicable 12 month period shall be credited toward the satisfaction of the Performance Benchmark for the subsequent 12 month period. If this Agreement is extended beyond the Initial Term, as hereinafter defined, the number of Customer Locations to be secured to maintain exclusivity during the pendency of the Agreement shall be increased to 50 from 25. Products shall mean, collectively, (i) the products listed on Exhibit A attached hereto, as such Exhibit may be amended from time to time by the Parties, (ii) all modifications, alterations, improvements, upgrades, and replacements to the products listed on Exhibit A, now existing and existing in the future, and (iii) all other products, now existing and existing in the future, distributed by Hydraspin or any Affiliate thereof that perform substantially the same functions as the products listed on Exhibit A, now existing and existing in the future. Revenue Event means any payment in cash, or by check or wire transfer resulting from the sale of Hydrocarbons to oil and gas companies or other third parties, due to the use of one or more Products to separate such Hydrocarbons from water during the extraction of such Hydrocarbons from the earth. Support Services shall mean (a) promptly responding to all inquiries from Customers, (b) servicing the Products, (c) educating Customers how to properly use and maintain the Products, (d) liaising between Customers, Distributor and Hydraspin, (d) distributing instructions for use, and any updates thereto, of each Product, and (e) any other related services performed for or on behalf of Customers. Territory shall mean the geographic territories described on Exhibit B attached hereto, as such Exhibit may be amended from time to time by the Parties. 1.2 Other Definitions. In addition to the terms defined in Section 1.1 hereof, certain other terms are defined elsewhere in this Agreement, and whenever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires. ARTICLE II. APPOINTMENT 2.1 Exclusivity and Territory. Hydraspin hereby appoints Distributor, and Distributor hereby accepts appointment, as Hydraspin's exclusive distributor of the Products in the Territory during the term of this Agreement, subject to the terms and conditions of this Agreement, including, but not limited to, the satisfaction of the Performance Benchmarks. The Territory may be amended with the mutual agreement of both Parties from time to time to add or delete geographic territories by amending Exhibit B attached hereto. If Hydraspin desires to enter a new territory in the United States, Hydraspin will offer Distributor the first opportunity to become the exclusive distributor for the new territory. If the Parties are unable to reach an agreement on the terms of exclusivity within ten (10) business days of the date the opportunity is presented to Distributor, Hydraspin shall have no obligation to enter into a contract with Distributor regarding the new territory. In the event the Distributor loses exclusivity on a territory due to not meeting Performance Benchmarks, the Distributor shall maintain exclusivity on any and all existing Products that are in the field and operating at them time exclusivity if forfeited. 2.2 Sales Outside the Territory. Distributor shall be entitled to advertise, promote, market or 3

Source: WATER NOW, INC., 10-Q, 11/20/2019

solicit any Customers that have a business presence outside the Territory, except that Distributor shall not conduct solicitation activities in any outside territory where Hydraspin is bound to an exclusive distributor agreement with a third party, provided that Hydraspin has notified Distributor in writing of its arrangements with the other distributor and of the territory which is subject to exclusivity in favor of the other distributor. 2.3 Noncircumvention. Hydraspin certifies, stipulates, and agrees that the Hydraspin will deal exclusively with and through the Distributor in relation to the distribution of the Products in the Territory. Hydraspin will not in any way or in any capacity, either directly or indirectly (including without limitation acting by, with or through one or more Persons in which the Hydraspin has an interest and/or with whom Hydraspin has a relationship): except pursuant to an agreement with the Distributor, (a) contact, approach or negotiate with any Customer outside of the Distributor, or (b) contact, approach or negotiate with any Person other than the Distributor and its representatives on any matter with respect to the Products, without the prior written consent of the Distributor. Hydraspin agrees that the Hydraspin will not, in any manner, directly or indirectly, circumvent or attempt to circumvent this Agreement, including, without limitation, forming, joining, or in any way participating in any Person or otherwise act in concert with any Person, for the purpose of taking any actions in circumvention of this Agreement or which are restricted or prohibited under this Agreement. ARTICLE III. GENERAL OBLIGATIONS 3.1 Marketing. Distributor shall use its commercially reasonable efforts to further the advertising, promotion, marketing, distribution and sale of the Products throughout the Territory. 3.2 Support Services. Hydraspin shall install all Products and train Distributor to provide necessary maintenance of the Products. Following installation and necessary training, Distributor shall provide any and all necessary and appropriate Support Services to Customers in the Territory. Hydraspin, if requested and the nature of the request is reasonable, shall assist Distributor in providing Support Services to the Customers in the Territory. 3.3 Licenses. Hydraspin shall obtain such authorizations, licenses, permits, and other governmental or regulatory agency approvals, if any, as are required for the distribution and sale of the Products in the Territory. Distributor will incur no liability arising from Hydraspin's possession, or lack of possession, of such requisite governmental authorizations and approvals. 3.4 Proprietary Right. Distributor will not modify or remove any trademark, copyright and other notices of proprietary rights included by AHT or Hydraspin on the Products.

ARTICLE IV. PRODUCT AND INVENTORY 4.1 Products. Hydraspin reserves the right, from time to time and in its sole discretion, to modify, alter, change, or improve any or all of the Products covered by this Agreement; provided, that this Agreement shall continue to apply to all Products in their altered, changed or improved state. Hydraspin shall promptly send Distributor written notice of any modification, alteration, change or improvement to any Product. 4

Source: WATER NOW, INC., 10-Q, 11/20/2019

4.2 Unauthorized Sales of Products. If during the term of this Agreement, Hydraspin has actual knowledge of any unauthorized sale of any of the Products in the Territory, Hydraspin shall take commercially reasonable action as soon as reasonably possible to bring such selling activities to an end. 4.3 Product Adulteration. Distributor shall not modify, alter and/or change any Product as provided by Hydraspin without the prior written consent of Hydraspin. 4.4 Supply of Products. Hydraspin shall use its commercially reasonable efforts to supply the Products as provided in this Agreement. In the event that the demand for any Product exceeds Hydraspin's delivery capabilities, Hydraspin shall exercise a good faith effort to allocate available Products production resources on a pro rata basis so that Distributor will receive Product in the same ratio as Distributor's purchases of such Product during the period contemplated by the purchase order bears to Hydraspin's total distribution of such Product during such period. 4.5 Regulatory Approvals. Hydraspin shall be responsible, at its sole expense, for obtaining all required approvals, notices, filings and applications for Products in the Territory under all applicable Laws and shall own all regulatory approvals with respect to Products. Distributor shall have the right to rely on all such approvals, notices, filings and applications in the Territory to the extent necessary to perform its obligations hereunder. Hydraspin shall be responsible for undertaking all activities required under all applicable Laws in the Territory. If any separate regulatory approval is required to be made by Distributor, Hydraspin shall assist Distributor in obtaining such regulatory approval. 4.6 Product Information. Hydraspin will, at its sole cost and to the extent it is available from the manufacturer of the Product, furnish Distributor with a reasonable supply of sales and technical information, literature and other marketing materials regarding Hydraspin and the Products in order to aid Distributor in effectively carrying out its activities under this Agreement. 4.7 Problem Identification. During the term of this Agreement, Distributor shall provide Hydraspin with written notice of any claim or legal proceeding in the Territory involving any of the Products promptly after Distributor has actual knowledge of such claim or legal proceeding. Likewise, during the term of this Agreement, Hydraspin shall provide Distributor with written notice of any claim or legal proceeding in the Territory involving any of the Products promptly after Hydraspin has actual knowledge of such claim or legal proceeding. Distributor will also keep Hydraspin informed as to any problems encountered with any of the Products. Hydraspin will repair or replace all defective or damaged Products at the time of delivery at its sole cost and expense. ARTICLE V. ORDERS AND DELIVERY 5.1 Orders. Distributor shall order Products from Hydraspin by submitting purchase orders and an installation plan identifying the number(s) and type(s) of Products ordered, the requested delivery date(s) (each, an Order). The requested delivery date shall be no less than 120 days from the date the Order is accepted by Hydraspin. Hydraspin will not unreasonably reject any Order for Products. Hydraspin will accept or reject each Order submitted by Distributor within ten (10) days after receipt of the Order. Any Orders not expressly rejected by Hydraspin within such ten (10) day period shall be deemed accepted by Hydraspin. Notwithstanding the foregoing, Distributor may cancel any Order for Products that are not delivered within sixty (60) days after the delivery date specified therein. 5.2 Delivery; Storage; Risk of Loss. Hydraspin shall use commercially reasonable efforts to deliver Products to Customers by the delivery dates specified in Distributor's Orders. Products shall be 5

Source: WATER NOW, INC., 10-Q, 11/20/2019

delivered directly to the Customer. All costs and expenses of shipping, freight, delivery, transportation and storage, including, without limitation, insurance covering the Products during transportation and while stored at any facility will be borne solely by Hydraspin and the Distributor shall not be liable therefor. Risk of loss shall be borne entirely by Hydraspin, even while Products are in the possession or control of Distributor or any customer, and the Distributor and the customers shall not be liable therefor, except solely in the case of Distributor's or any customer's intentional misconduct or gross negligence. Hydraspin may request Distributor to store Products at Distributor's facilities, and Distributor shall use commercially reasonable efforts to accommodate Hydraspin's storage requests; provided, that Hydraspin shall bear the full risk of loss with respect to Products stored at Distributor's facility and Distributor shall not be liable therefor, except solely in the case of Distributor's intentional misconduct or gross negligence. ARTICLE VI. NET REVENUE AND REPORTS 6.1 No Cost. Hydraspin shall provide the Products to Distributor's Customers at no cost to Distributor or the Customers, except solely for the Hydraspin Share of Net Revenue, which shall be due and payable to Hydraspin as set forth in this Article VI. Likewise, Hydraspin shall install, service and maintain the Products, with the commercially reasonable assistance of Distributor, at no cost to Distributor or the customers except solely for the Hydraspin Share of Net Revenue, which shall be due and payable to Hydraspin as set forth in this Article VI. 6.2 Net Revenue. With respect to each Revenue Event, Distributor shall be entitled to receive the Distributor Share of Net Revenue, and Hydraspin shall be entitled to receive the Hydraspin Share of Net Revenue. Hydraspin and the Distributor will cooperate to ensure that the Parties each receive the correct percentages of Net Revenue. If Hydraspin receives any payment in excess of the Hydraspin Share, then Hydraspin agrees to remit promptly to the Distributor such excess amount. Likewise, if the Distributor receives any payment or in excess of the Distributor Share, then the Distributor agrees to remit promptly to Hydraspin such excess amount. 6.3 Calculation of Net Revenue. The Parties hereto acknowledge and agree that the Net Revenue is determined, in part, by the method under which the Hydrocarbons are measured, that such methods differ from Customer to Customer, and are outside of the control of the Parties. Likewise, the Parties hereto acknowledge and agree that the timing of receipt of Net Revenue is outside of the control of the Parties. No Party shall be liable to another Party as a result of any Losses sustained by such Party resulting from the measurement of Hydrocarbons and the resulting Net Revenue derived from the Products or the timing of receipt of a Party's share of Net Revenue. 6.4 Records. During the term of this Agreement and for any additional time period thereafter required by applicable Law, Distributor shall maintain complete and accurate books and records relating to the Products, including, without limitation, the names and addresses of Customers, the location of the Products, the sales of Hydrocarbons relating to the Products, the Net Revenue, the Hydraspin Share of Net Revenue, and the Distributor Share of Net Revenue. During the term of this Agreement, Distributor shall afford to Hydraspin and its authorized representatives full access at all reasonable times and upon reasonable prior notice, to all such books and records with respect to the Products. ARTICLE VII. REPRESENTATIONS AND WARRANTIES 7.1 Representations of Hydraspin. Hydraspin represents and warrants to Distributor as follows: 6

Source: WATER NOW, INC., 10-Q, 11/20/2019

(a) Due Organization, Existence and Authority. Hydraspin (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has full power and authority to own its properties, carry on its business as presently conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement. (b) Authorization. The execution and delivery by Hydraspin of this Agreement and the other documents related thereto and the full and timely performance of all obligations thereunder have been duly authorized by all necessary action under the constituent documents of Hydraspin and otherwise. (c) Valid, Binding and Enforceable. This has been duly and validly executed, issued and delivered by Hydraspin and constitutes the valid and legally binding obligations of Hydraspin, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting enforcement of creditor's rights. (d) No Violation. The execution, delivery and performance by Hydraspin of this Agreement does not and will not (i) contravene the constituent documents of Hydraspin, (ii) contravene any law, rule or regulation, or any order, writ, judgment, injunction or decree or any contractual restriction binding on or affecting Hydraspin or the Products, and (iii) require any approval or consent of any general partner, board, manager, member, lender or any other person or entity, other than approvals or consents that have been previously obtained and disclosed in writing to the Distributor, [including, without limitation, the consent of AHT.] No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by Hydraspin of this Agreement, other than approvals or consents that have been previously obtained and disclosed in writing to the Distributor. 7.2 Representations of Distributor. Distributor represents and warrants to Hydraspin as follows: (a) Due Organization, Existence and Authority. Distributor (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has full power and authority to own its properties, carry on its business as presently conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement. (b) Authorization. The execution and delivery by Distributor of this Agreement and the other documents related thereto and the full and timely performance of all obligations thereunder have been duly authorized by all necessary action under the constituent documents of Distributor and otherwise. (c) Valid, Binding and Enforceable. This has been duly and validly executed, issued and delivered by Distributor and constitutes the valid and legally binding obligations of Distributor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting enforcement of creditor's rights. (d) No Violation. The execution, delivery and performance by Distributor of this Agreement does not and will not (i) contravene the constituent documents of Distributor, (ii) contravene any law, rule or regulation, or any order, writ, judgment, injunction or decree or any contractual restriction binding on or affecting Distributor, or (iii) require any approval or consent of any general partner, board, manager, member, lender or any other person or entity, other than approvals or consents that have been previously obtained and disclosed in writing to the Hydraspin. 7

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No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by Distributor of this Agreement, other than approvals or consents that have been previously obtained and disclosed in writing to Hydraspin. ARTICLE VIII.

INTELLECTUAL PROPERTY RIGHTS 8.1 Limited Grant. Hydraspin hereby grants to Distributor an exclusive non-transferable and royalty-free right and license to use Hydraspin's Marks in connection with the advertising, promotion, marketing, distribution and sale of the Products in the Territory in accordance with Hydraspin's standards and instructions. Distributor shall acquire no right, title or interest in or to the Marks, other than the above license, and Distributor shall not use any Mark as part of Distributor's corporate or trade name or permit any third person or party to do so without the prior written consent of Hydraspin. 8.2 Notice of Infringements. Distributor shall notify Hydraspin in writing of any and all infringements of the intellectual property relating to the Products in the Territory that may come to Distributor's attention, and Distributor shall assist Hydraspin in taking such action against such infringements as Hydraspin in its sole discretion may decide; provided, however, that Hydraspin shall bear any and all expenses and costs incident to such action. 8.3 Termination of Use. Distributor acknowledges Hydraspin's proprietary rights in and to the intellectual property relating to the Products, and Distributor waives in favor of Hydraspin all rights to the intellectual property relating to the Products, including any additions to the intellectual property hereafter originated by Hydraspin or AHT. Distributor shall not adopt, use or register any words, phrases or symbols which are identical to or confusingly similar to any of the Marks. Upon termination of this Agreement, Distributor shall immediately cease using the Marks. 8.4 Ownership. Except for the limited rights expressly granted herein by Hydraspin to Distributor, nothing in this Agreement will serve to transfer to Distributor any patent, copyright, trademark or other intellectual property rights in or to any Product, the Marks, or other intellectual property owned or claimed by Hydraspin or AHT. Distributor acknowledges and agrees that Hydraspin or AHT have sole right, title and interest in and to all intellectual property rights covering, claiming or associated with the Products, the Marks and all goodwill associated therewith. 8.5 Maintenance of Intellectual Property Rights. During the term of this Agreement, Hydraspin shall be responsible for maintaining, at Hydraspin's sole cost and expense, any and all intellectual property rights related to the Products, including, without limitation, (i) patents and patent applications, and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations, and extensions thereof (iii) trademarks and service marks, trade names, trade dress, and logos; and (iii) copyrights and other works of authorship.

ARTICLE IX. CONFIDENTIAL AND/OR PROPRIETARY INFORMATION 9.1 Confidentiality. Each Party acknowledges that in the course of performing its respective duties under this Agreement, such Party may obtain information related to the other Party, which is of a 8

Source: WATER NOW, INC., 10-Q, 11/20/2019

confidential or proprietary nature (Confidential Information). Each Party agrees not to use such other party's Confidential Information, either directly or indirectly, for any purpose other than as required for performance of such Party's obligations hereunder. Such Confidential Information may include but is not limited to copyright, trade secrets or other proprietary information, techniques, processes, schematics, software source documents, pricing and discount lists and schedules, customer lists, contract terms, customer leads, financial information, sales and marketing plans, and information regarding the responsibilities, skills and compensation of employees. Title to Confidential Information shall remain with the owner of the Confidential Information at all times. Each Party agrees to treat the Confidential Information with at least the degree of care and protection with which it treats its own confidential information, but in any event with no less than reasonable care and protection, and to use the Confidential Information only for the purpose set forth in this Agreement. Except as otherwise required by law, applicable regulations or the terms of this Agreement or as mutually agreed upon by the parties hereto, each Party shall treat as confidential the terms and conditions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Confidential Information shall not include information that:

(a) is or becomes available to the public other than through a disclosure in breach hereof by the receiving Party or any of its representatives;

(b) was in the possession of the receiving Party or its representatives prior to the Effective Date;

(c) was communicated by the disclosing Party to an unaffiliated third party free of any obligation of confidentiality, and the unaffiliated third party communicated the Confidential Information to the receiving Party or its representatives;

(d) becomes available to the receiving Party or its representatives from a source other than the disclosing Party, provided, that such source is not known to the receiving Party or its representatives to have made such information available in violation of an obligation of confidentiality owed to the disclosing Party; or

(e) is independently developed by or on behalf of a Party or its representatives without use of the Confidential Information of the other Party.

9.2 Nondisclosure. Each Party agrees not to disclose or otherwise make such Confidential Information available to third parties without the other Party's prior written consent. Each Party agrees that it will take appropriate action by instruction, agreement, or otherwise with such Party's employees to satisfy its obligations under this Agreement with respect to the use, copying, modification, protection, and security of Confidential Information. Nothing in this section prohibits any disclosure required by applicable law, a valid court order or subpoena; provided, that the disclosing Party gives the other Party prior notice of, and if possible a reasonable opportunity to contest, such required disclosure. 9.3 Return of Confidential Information. Each Party will promptly return all Confidential Information to the other Party upon expiration or termination of this Agreement, or upon receipt by such Party of written notice from the other Party requesting return of such Confidential Information. Such Confidential Information shall be returned promptly and the non-disclosing Party shall not retain any documents or materials or copies thereof containing any Confidential Information. 9.4 Injunctive Relief. Any breach of the restrictions contained in this Article IX is a breach of this 9

Source: WATER NOW, INC., 10-Q, 11/20/2019

Agreement that may cause irreparable harm to a party and as such each Party is entitled to injunctive relief to enforce this Agreement without the need to post bond and that such relief shall be, in addition to, and not in lieu of, any monetary damages or other legal or equitable remedies that may be available. ARTICLE X. TERM AND TERMINATION 10.1 Term. The initial term of this Agreement shall commence on the Effective Date and end on the five (5) year anniversary of the Effective Date (the Initial Term), unless sooner terminated pursuant to the terms hereof. Upon expiration of the Initial Term of this Agreement, this Agreement will automatically renew for additional, successive five (5) year periods unless either Party provides the other Party written notice of its desire to terminate at least one hundred twenty (120) days prior to the end of the Initial Term or any renewal. 10.2 Termination. This Agreement may be terminated as follows: (a) In the event that the Parties mutually determine that the arrangements contemplated by this Agreement are no longer in the best interests of the Parties or the Parties are not otherwise compatible, the Parties may at any time, by mutual written agreement, terminate this Agreement. (b) Immediately upon the occurrence of any of the following events and effective upon delivery of notice: (1) by Hydraspin, i f Distributor ceases to do business, or otherwise terminates Distributor's business operations; (2) by Distributor, if Hydraspin ceases to do business, or otherwise terminates Hydraspin's business operations;

(3) by Hydraspin, if Distributor fails to satisfy the Performance Thresholds; (4) by either Party, if any representation by the other Party made in this Agreement was false or misleading in any material respect when made; (5) by Distributor, if Hydraspin fails to secure or renew any license, permit, authorization, or approval for the conduct of Hydraspin's business or the distribution of the Products or if any such license, permit, authorization, or approval is revoked or suspended provided that such failure, revocation or suspension results in Hydraspin's failure or inability to perform substantially all of its obligations hereunder; (6) by either Party, if the other Party engages in fraud, criminal/negligent conduct in connection with this Agreement or the business relationship of the parties or if the other Party makes any material false representations, reports, or claims in connection with this Agreement or any Product; (7) by either Party, if the other Party breaches any of its obligations under this Agreement and such violation is not cured to the satisfaction of the non-breaching party within thirty (30) days after written notice is given from the non-breaching Party to the breaching Party; 10

Source: WATER NOW, INC., 10-Q, 11/20/2019

(8) by either Party, if Hydraspin undergoes a Change of Control; or (9) by either Party, if such other Party seeks protection under any bankruptcy, receivership, trustee, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against such other Party. 10.3 Effect of Termination.

(a) Termination or expiration of this Agreement will not relieve either Party of any obligation incurred hereunder prior to such termination or expiration. Each Party will be entitled to cancel any outstanding Orders, to the extent Products have not been delivered. Hydraspin shall be entitled to retrieve its Products from the Customers at its sole cost and expense. (b) If termination is the result of a Change of Control, Distributor shall be entitled to receive a onetime payment, within three (3) business days of the effective date of the Change of Control, equal to the greater of the following 1) the aggregate amount of the Distributor Share received during the 18 months prior to the effective date of such Change of Control or 2) the aggregate amount of the Distributor Share received on the 30 days prior to the effective date of such Change of Control multiplied by 18. (c) Neither Party will incur liability for any Losses of any kind suffered or incurred by the other Party arising from or incident to termination of this Agreement by such party as permitted by this Article X. ARTICLE XI.

MISCELLANEOUS 11.1 Notices. (a) Manner of Notice. All notices, requests and other communications under this Agreement shall be in writing (including in portable document format (or similar format) delivered by email transmission) and shall be deemed to have been duly given if delivered personally, or sent by either certified or registered mail, return receipt requested, postage prepaid, or by overnight courier guaranteeing next day delivery, or by email transmission, addressed as follows: (i) If to Hydraspin: Water Now, Inc. Hydraspin USA, Inc. 5000 South Freeway, Suite 110 Fort Worth, Texas 76115 Attn: David King Email: dking@waternowinc.com or at such other address or email address as Hydraspin may have advised Distributor in writing; and (ii) If to Distributor: Bestev Management, LLC 11

Source: WATER NOW, INC., 10-Q, 11/20/2019

Attn: Email: or at such other address or email address as Distributor may have advised Hydraspin in writing. (b) Deemed Delivery. All such notices, requests and other communications shall be deemed to have been received (i) on the date of delivery thereof, if delivered by hand, (ii) on the fifth day after the mailing thereof, if mailed, (iii) on the next business day after the sending thereof, if sent by overnight courier, (iv) on the day of sending, if sent by email transmission prior to 5:00 p.m. on any business day, or (v) on the next business day, if sent by email transmission after 5:00 p.m. on any business day or on any day other than a business day. 11.2 Waivers and Amendments. No amendment or waiver of any provision of this Agreement, nor consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by a duly authorized officer of each of the Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of a Party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. 11.3 Assignment. Neither Party may assign any right, or delegate any duty under this Agreement, in whole or in part, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Any attempted assignment without such consent shall be void and of no effect. Notwithstanding anything contained in this Section to the contrary, Hydraspin may assign this Agreement upon written notice to Distributor to any entity which controls, is controlled by or under common control with Hydraspin or to any successor to or purchaser of all or substantially all of its assets or stock, by merger or otherwise. 11.4 Force Majeure. The obligations of the Parties under this Agreement shall be suspended to the extent that a Party is hindered or prevented from complying therewith because of labor disturbances (including strikes or lockouts), war, acts of God, terrorism, fires, storms, accidents, governmental regulations or any other cause whatsoever reasonably beyond a Party's reasonable control. For so long as such circumstances prevail, the Party whose performance is delayed or hindered shall continue to use all commercially reasonable efforts to recommence performance without delay. 11.5 Relationship of Parties. Each Party hereto shall be, and at all times will remain, an independent contractor and will not represent itself to be the agent, joint venturer, or partner of the other party or related to such Party. No representations will be made or acts done by either Party which would establish any apparent relationship of agency, joint venture or partnership. Nothing herein is intended or may be construed to create any employer/employee relationship between the Parties. 11.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 11.7 Exhibits. The Exhibits attached hereto or referred to herein are incorporated herein and made a part hereof for all purposes. As used herein, the expression this Agreement means this document and such Exhibits. 12

Source: WATER NOW, INC., 10-Q, 11/20/2019

11.8 Governing Law. THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, U.S.A. WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS. 11.9 Arbitration. The Parties shall use their respective best efforts to settle amicably any disputes, differences or controversies arising between the Parties out of or in connection with or in respect of this Agreement. However, if not so settled, then the same shall be submitted to arbitration and, to the fullest extent permitted by law, be solely and finally settled by confidential binding arbitration, except as specifically provided otherwise herein. The confidential arbitration proceeding shall be held in Collin County, Texas and shall be conducted in accordance with the alternative dispute resolution rules of the American Arbitration Association. The arbitration proceeding shall be held before a single arbitrator unless (i) the matter in controversy exceeds Five Hundred Thousand Dollars ($500,000), (ii) the Parties cannot agree on the arbitrator, or (iii) either Party requests a panel of three (3) arbitrators. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and any order of enforcement as the case may be. The arbitrator shall not award any Party punitive, exemplary, multiplied or consequential damages, and each Party hereby irrevocably waives any right to seek such damages in arbitration or in judicial proceedings. Each Party shall bear its own costs in the arbitration, and the fees and expenses of the arbitration shall be shared equally by the Parties. Notwithstanding the foregoing, the arbitrator shall have the right and authority to apportion among the parties all reasonable costs, including attorneys' fees and witness fees, taking into account the relative fault of the Parties. The foregoing provisions of this Section 11.9 do not limit the right of a Party to seek injunctive or other equitable relief from a court of competent jurisdiction pending resolution of a dispute by arbitration. 11.10 Jurisdiction and Venue. Subject to the arbitration provisions set forth in Section 11.10, any judicial proceeding brought by or against either of the Parties on any dispute arising out of this Agreement or any matter relating thereto shall be brought in any federal or state court sitting or having jurisdiction in the County of Collin, State of Texas, and by execution and delivery of this Agreement, each Party hereby accepts for itself the exclusive jurisdiction and venue of the aforesaid courts as trial courts, and irrevocably agrees to be bound by any final non-appealable judgment rendered in connection with this Agreement. 11.11 Number and Gender. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. 11.12 Captions. The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit or amplify the provisions hereof. 11.13 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part hereof a provision as similar in terms, but in any event no more restrictive than, such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 11.14 Entirety. This Agreement and the documents executed and delivered pursuant hereto, executed on the date hereof or in connection herewith, contain the entire agreement between the Parties with 13

Source: WATER NOW, INC., 10-Q, 11/20/2019

respect to the matters addressed herein and supersede all prior representations, inducements, promises or agreements, oral or otherwise, which are not embodied herein or therein. 11.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which shall be deemed collectively to be one agreement. Signatures given by facsimile or portable document format (or similar format) shall be binding and effective to the same extent as original signatures. 11.16 Third Party Beneficiaries. Nothing contained herein, express or implied, is intended to confer upon any person or entity other than the Parties and their respective successors in interest and permitted assigns any rights or remedies under or by reason of this Agreement. 11.17 Interpretation. This Agreement has been prepared in the English language which language shall be controlling in all respects. 14

Source: WATER NOW, INC., 10-Q, 11/20/2019

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Agreement as of the date first set forth above.

WATER NOW: WATER NOW, INC.

By: Name: David King Title: Chief Executive Officer

HYDRASPIN: HYDRASPIN USA, INC.

By: Name: David King Title: Chief Executive Officer WATER NOW: WATER NOW, INC.

By: Name: Title:

DISTRIBUTOR: BESTEV MANAGEMENT, LLC

By: Name: Title:

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Source: WATER NOW, INC., 10-Q, 11/20/2019

EXHIBIT A PRODUCTS African Horizon Technologies Hydraspin Units

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Source: WATER NOW, INC., 10-Q, 11/20/2019

EXHIBIT B TERRITORY The Territory consists of all of the following: A. The San Juan Basin located near the Four Corners region of the Southwestern United States. The San Juan Basin Territory includes, without limitation, that certain area covering 7,500 square miles and resides in northwestern New Mexico, southwestern Colorado, and parts of Utah and Arizona. Specifically, the San Juan Basin occupies space in the San Juan, Rio Arriba, Sandoval, and McKinley counties in New Mexico, and La Plata and Archuleta counties in Colorado. B. The Permian Basin located in the southwestern part of the United States. The Permian Basin Territory includes, without limitation, the Mid-Continent Oil Field province located in western Texas and southeastern New Mexico, reaching from just south of Lubbock, past Midland and Odessa, south nearly to the Rio Grande River in southern West Central Texas, and extending westward into the southeastern part of New Mexico. C. The Eagle Ford Group Basin (also called the Eagle Ford Shale Basin) covering much of the state of Texas. The Eagle Ford Group Basin Territory includes, without limitation, the Eagle Ford outcrop belt trending from the Oklahoma/Texas border southward to San Antonio, westward to the Rio Grande, Big Bend National Park, and the Quitman Mountains of West Texas.

Source: WATER NOW, INC., 10-Q, 11/20/2019
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Output: 42569

Input: Consider Input: EXHIBIT 10.2

[LOGO AMERICAN EXPRESS] INCENTIVE SERVICES

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

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

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

AMERICAN EXPRESS INCENTIVE SERVICES STORED VALUE PRODUCTS RESELLER AGREEMENT

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

The following points outline this agreement:

1. PURPOSE

Under and subject to the terms of this Agreement:

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

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

2. EXCLUSIVITY

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

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

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

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

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

3. INVENTORY AND FORECASTING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4. CARD ISSUANCE

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

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

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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

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

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

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

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

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

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13. INSURANCE

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

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

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

14. GENERAL TERMS & CONDITIONS

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

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

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

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

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

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

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

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

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

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

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

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

[Signature Pages Attached]

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

17

EXHIBIT 1.A

ACKNOWLEDGEMENT OF RECEIPT FORM

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

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

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

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

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

18

ACKNOWLEDGEMENT OF RECEIPT FORM - PAGE 2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

19

EXHIBIT 1.B

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

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

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

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

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

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

1. The undersigned hereby certifies that:

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

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

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

SCHOOLPOP INC.

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

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

WITNESS WITNESS

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

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

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

20

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Total number of ACTIVE Cards:________________________________

Total number of INACTIVE Cards:______________________________

Total number of CARDS________________________________________

Destruction Date:____________________________________________

Aggregate total denomination of Cards:_______________________

Client Authorized Signature:_________________________________

Printed Name:________________________________________________

Title:_______________________________________________________

21

EXHIBIT 2

SCHOOLPOP CARD PRICING

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

Off-face point value based on volume mix:

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

22

EXHIBIT 3

SCHOOLPOP ACCOUNT NUMBERS

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

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

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

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

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

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

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

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

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

23

EXHIBIT 4

BRANDING QUICK REFERENCE GUIDE

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

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

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

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

4. Product marks should be represented as follows:

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

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

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

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

24

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

Howard Stern Rush Limbaugh Don Imus

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

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

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

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

25

EXHIBIT 4.A

BRANDING APPROVAL PROCESS OVERVIEW

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

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

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

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

26

EXHIBIT 4.B

AEIS MERCHANT APPROVAL GUIDELINES AND PROCESS

INTRODUCTION / OVERVIEW

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

MERCHANT SUPPORTING DOCUMENTATION FOR APPROVAL GUIDELINES

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

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

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

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

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

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

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

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

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

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

27

EXHIBIT 5

CATEGORY CARD TARGET ACQUISITIONS

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

28

EXHIBIT 5.A

GROCERY CARD TARGET ACQUISITIONS

Longs HEB Piggly Wiggly Save Mart ShopKo Safeway Staters

29
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Output: 63040

Input: Consider Input: EXHIBIT B MUTUAL TERMINATION AGREEMENT THIS MUTUAL TERMINATION AGREEMENT (Termination Agreement) is made and entered into this day of , 2009, by and between Beijing SINA Internet Information Service Co. (Beijing SINA) and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju). WITNESSETH: WHEREAS, Beijing SINA and SINA Leju entered into that certain Domain Name License Agreement dated May 8, 2008 (the Original Agreement); and WHEREAS, Beijing SINA and SINA Leju desire to mutually terminate the Original Agreement effective as of the date of this Termination Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt of which is hereby acknowledged by each of the parties hereto, the parties agree as follows: 1. Beijing SINA and SINA Leju agree that, upon the date of execution of this Termination Agreement, the Agreement shall terminate and be of no further force or effect, and, for the avoidance of doubt, no provisions of the Original Agreement survive such termination. 2. This Termination Agreement represents the complete, integrated, and entire agreement between the parties, and may not be modified except in writing signed by the parties. 3. This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles. 4. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 5. This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. [SIGNATURES ON NEXT PAGE] 18

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014

IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date first set forth above.

Beijing SINA Internet Information Service Co., Ltd.

By:

Name:

Title:

Shanghai SINA Leju Information Technology Co. Ltd.

By:

Name:

Title: 19

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014
Question: 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?
Output: 1286