DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (the Agreement), dated ___________________________ (the Effective Date), is entered into by and

between Pier 35 Events, Inc. a California Corporation, with its principal offices at 85 Liberty Ship Way, Suite 208, Sausalito, CA 94965 (Vendor), and _________________________________________________________________ corporation, with Its principal offices at (Distributor).

WHEREAS, Vendor markets, sells and promotes Travelocity Branded gift cards (the GCC), each of which operates through unique card numbers or promo codes (the GCC Numbers) and can be redeemed at the Vendors online website, www.TravelocityIncentives.com for its full face value (the GCC Program); WHEREAS, Vendor desires to distribute GCC to consumers (the Consumers) through (INSERT Program Description) only in accordance with the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Gift Card Program;

(a) Program. Vendor hereby agrees to supply to Distributor the GCC to be fulfilled to individual consumers by Distributor in accordance with the terms of this Agreement. Vendor hereby grants Distributor the right to market, distribute and promote Vendors GCC to Consumers as set forth herein. Vendor shall accept the GCC when properly presented at Vendors Website for the full face value of the GCC according to the terms and conditions of the GCC which vary between product types. (b) GCC Production. Vendor shall produce the standard GCC Numbers and deliver the GCC numbers to Distributor in virtual or plastic form. The appearance of the GCC will be as determined by Distributor, however, the GCC and its packaging shall conform to certain specifications provided by Vendor to Distributor and must be approved by vendor in writing prior to the marketing or distribution of the GCC. Vendor shall be solely responsible for providing all disclosures required to be included on the GCC or packaging, including, without limitation, any disclosures required by applicable federal, state or local law and Distributor shall be required to provide all disclosures in their offering and distribution to individuals. 2. Term. The term of this Agreement will commence upon the Effective Date and continue for a period of ___1_ years thereafter (the Initial Term). This Agreement shall be automatically extended after the Initial Term for successive consecutive terms of one (1) year (a Renewal Term) unless either party gives notice of termination at least ninety (90) days prior to the expiration of the term in effect or unless otherwise terminated in accordance with the termination provisions hereof. The Initial Term and any Renewal Terms are sometimes collectively referred to herein as the "Term". 3. Termination.

(a) Material Breach. Either party may terminate this Agreement upon a material breach by the other party, which the breaching party does not cure within thirty (30) days after receiving written notice thereof from the other party.

(b) Accrued Rights. No termination of this Agreement shall affect any accrued rights or obligations of either party as of the effective date of such termination, nor shall it affect any rights or obligations of either party, which are intended by their nature to survive any such termination. 4. Invoicing; Payment and Returns; Volume-Based Incentive Program.

(a) Invoicing. Vendor agrees to sell GCC to Distributor. There may be a minimum order per product denomination per order, subject to mutual agreement. The purchase price for each order of such GCC will be discounted as outlined on Schedule __1___ attached hereto and incorporated herein by reference. Schedule _1__ also contains other pertinent terms for each item purchasable hereunder. Distributor shall remit payment to Vendor for the purchase of GCC based on a Distributor authorized purchase order and corresponding Vendor invoice. Subject to Vendor approval, purchases shall be made on account, subject to credit approval, with invoices to be issued by Vendor upon shipment. Invoices shall be due thirty days after fulfillment of GCC Number by Vendor to Distributor. Past due amounts shall bear interest at the rate of one and one-half (1.5%) percent per month until paid. (b) Payment Terms. Subject to Vendor approval, purchases shall be made on account, subject to credit approval, with invoices to be issued by Vendor upon shipment. Invoices shall be due thirty days after fulfillment of GCC Number by Vendor to Distributor. Past due amounts shall bear interest at the rate of one and one-half (1.5%) percent per month until paid. (c) Returns. In addition to other circumstances as agreed by the parties, Distributor may return activated GCC to Vendor in circumstances where the GCC are defective, are reasonably expected to not or do not perform as intended, fail to conform to any representation or warranty in this Agreement or any of the packaging or point of sale materials, or fail to conform to the requirements of this Agreement. 5. Representations, Warranties and Covenants.

(a) Vendor represents, warrants, covenants and agrees that (i) it will perform its obligations under this Agreement, including, without limitation, providing the GCC Program to Consumers, in accordance with all applicable federal, state and local laws, rules and regulations; (ii) the GCC, GCC packaging and all point of sale materials created by Vendor have been or will be produced and will be delivered in full compliance with all applicable laws, rules and regulations, whether federal, state or local, and will not infringe upon or violate any other partys intellectual property rights, including, without limitation, any patent, trademark or copyright; (iii) it has all licenses required to provide and sell the GCC and operate the GCC Program. (b) Each party represents and warrants that it is authorized to enter into and fully perform its respective obligations under this Agreement. (c) Vendor shall be solely responsible for providing the GCC Program to any Consumer who presents a GCC for redemption to Vendors Website, including, without limitation, ensuring that Vendors systems properly record and track the stored value paid by each Consumer who purchases a Gift Card, decrementing the stored value as each GCC is utilized by a Consumer and providing customer support to Consumers who purchase the GCC. Vendor further agrees to treat any GCC presented with a stored value the same as a gift certificate and redeem the value stored on the GCC the same as if presented in United States currency.
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6. Confidentiality. If the parties have not executed a mutual nondisclosure agreement, then this provision shall govern their exchange of information. For purposes of this section, Confidential Information shall mean any information identified by a party as confidential or proprietary or which, under the circumstances, ought to be treated as confidential or proprietary, including but not limited to non-public information related to the disclosing partys business, strategies, plans, practices, policies and procedures, employees, customers, software, technical information, documentation, financial information, and prices. Client and distributor agree and covenant that they shall not, during the performance of this Agreement or at any time after the termination or expiration of this Agreement, use or disclose to any third party, other than during the proper performance of their duties hereunder, the Confidential Information of the other party. The party receiving Confidential Information shall use the same degree of care as it uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care, to maintain in confidence the confidential information of the disclosing party. The foregoing obligations shall not apply to any information that (a) is at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (b) is subsequently learned from a third party that does not impose an obligation of confidentiality on the receiving party, (c) was known to the receiving party at the time of disclosure as documented in business records maintained in the ordinary course of business, (d) was generated independently by the receiving party as documented in business records maintained in the ordinary course of business, or (e) is required to be disclosed by law, subpoena or other process. 7. Indemnification. Each party hereto shall indemnify and hold harmless the other party hereto, its subsidiaries and affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all charges, claims, losses, demands, damages, liabilities, costs, expenses, causes of action or suits asserted by third parties, by reason of, based upon, relating to, or arising out of: (a) any negligent or intentional act or omission of the indemnifying party, its employees, agents or representatives; or (b) any material breach or default by the indemnifying party of its express obligations under this Agreement. The party entitled to be indemnified hereunder shall promptly notify the indemnifying party of any claim, demand, suit, or proceeding with respect to which it seeks indemnification and the indemnifying party shall at all times have the right to defend, settle, or compromise such claims, demand, suit, or proceeding with counsel of its own choosing and in such manner as it may deem advisable. 8. Limitation of Liability.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, OR USE, OR FOR INTERRUPTED COMMUNICATIONS, OR FROM ANY DEFECT, ERROR, OR MALFUNCTION OF ANY SERVICE; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION WILL NOT APPLY TO DAMAGES OR OTHER AMOUNTS PAYABLE UNDER PARAGRAPHS 7 OR 8, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. 10. Logos. The parties acknowledge and agree that the products and services marketed, distributed, serviced or otherwise covered under or contemplated by this Agreement may contain names, images and/or logos provided by Vendor or at Vendors request. Vendor represents and warrants to Distributor and its affiliates that it has the right to use, whether by ownership or license, such names, images and/or logos without the consent or approval of any person or entity and the use thereof does not violate any agreement binding upon Vendor nor any patent, copyright, trademark, service mark or other right of any person. Vendor shall indemnify, hold harmless and defend Distributor and its affiliates in connection with any claim, damage, liability, loss, judgment or other deficiency against Distributor and/or
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any of its affiliates arising out of, resulting from or related to the use of such names, images and/or logos. Vendor agrees that Distributor and its affiliates shall have the right to use both photographic and artistic depictions of cards produced under this Agreement for their own marketing, advertising, sales and promotional purposes. Any and all use of trademarks and logos by Distributor is subject to Vendors prior approval. 11. Miscellaneous.

(a) Notice. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given if delivered personally or sent by a reputable and recognized receipted overnight delivery service (such as FedEx), to the party to be notified at the addresses set forth below: If to Vendor: Pier 35 Events, Inc. 85Liberty Ship Way, Suite 208 Sausalito, CA 94965 Attn: Peter Friend

If to Distributor:

Or such other address as may be designated by either party hereto by written notice to the other as hereinabove provided. No notice will be deemed given unless actually received or unless delivery thereof has been refused. (b) No waiver of rights. Failure of either party at any time to require the other partys performance of any obligation under this Agreement shall not affect the right to require performance of this obligation. Any waiver by either party of any breach of any provision hereof shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver of modification of any right under this Agreement. (c) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California, regardless of conflict of law principals. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of California located in Marin County or in the United States District Court for the Northern District of California, San Francisco Division for the purposes of any suit, action or other proceeding arising out of this Agreement or the subject matter hereof brought by any party hereto; and hereby waive and agree not to assert as a defense or otherwise, in any such suit action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced by such court. (d) Severability. In the event any portion of this Agreement may be determined by any governmental body having jurisdiction here over, or by any court of competent jurisdiction, to be unenforceable, the balance of the Agreement shall be severed there from and shall remain in full force and effect unless a failure of consideration would thereby result. (e) Attorneys Fees. If any legal action is necessary in order to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
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(f) Assignment. Vendor may assign its rights, obligations or liabilities under this Agreement to any other party. Distributor may not assign its rights, obligations or liabilities under this Agreement to any other party, without the consent of Vendor, and provided that the assignee or delegee of such rights, obligations or liabilities agrees to perform fully all of Distributor's obligations under this Agreement. (g) No Agency/Independent Contractor Status. This Agreement does not create an employer-employee relationship between Vendor and Distributor. Nothing in the Agreement will be construed to create, authorize or constitute a partnership, joint venture or agency relationship of any kind. Neither party shall have the authority to bind the other to any obligation nor liability except as provided in this Agreement. (h) Amendment. This Agreement may be amended or modified only by an instrument in writing signed by authorized representatives of the parties hereto. (i) Headings/Counterparts. The headings of the items and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in not way modify the meaning of such items and paragraphs. Any number of counterparts of this Agreement may be signed and delivered and each shall be considered an original and together they shall constitute one agreement. (j) Corporate Authority. Each of the parties represents and warrants that the individual executing this Agreement on their behalf has the full corporate power, authority and right to enter into this Agreement and to perform the acts contemplated herein. This warranty will survive the execution of this Agreement. Any press releases or public announcements (k) Press Releases: regarding the subject matter hereof must have prior written approval of both parties prior to distribution. (l) Conflicts Between Agreements. In the event of a conflict between the provisions of this Agreement and any other agreement to which Distributor and Vendor are parties with respect to Distributors marketing and/or distribution of the GCC, this Agreement shall control. (m) Entire Agreement. This Agreement sets forth the entire understanding and supersedes prior agreements between the parties relating to the subject matter contained herein and merges all prior discussions between them, and neither party shall be bound by any definition, condition, provision, representation, warranty, covenant or promise other than as expressly stated in this Agreement or as it contemporaneously or subsequently set forth in writing and executed by a duly authorized officer or representative of the party to be bound thereby. Pier 35 Events, Inc. By:_______________________________ Printed Name: Peter Friend Distributor:_____________________________________ By:____________________________________________ Printed Name: _________________________________
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Date:_____________________________

Date:_____________________________

SCHEDULE 1 Distributor must provide the following information by Purchase Order for each GCC to be purchased:

Name of GCC, Type (Card/Certificate/Other), Denominations Name of Authorized person(s) to place order. They will be given a login name and password to place orders electronically. Electronic purchase orders will have the same force and effect as signed purchase orders. Amount of Purchase ($). Maximum authorized purchase. Virtual Promo codes will be issued by pass word Excel spreadsheet (password) to authorized email.

Sample Purchase Order with Required Information

Item Code Product Name Type Standard Denominations $50/100/250/500/1000 19 Digit format Minimum Purchase Discount

THVC Hotel

Travelocity Hotel Gift Cards

Plastic Gift Cards. Paper Certificates. E-certificates.

10 Cards per denomination or $2,500 whichever is less.

Travelocity Hotel Certificate/Card Terms and Conditions TERMS AND CONDITIONS: Use of the Gift Card constitutes acceptance of the following TERMS: This Gift Card is redeemable only toward hotel reservations made online through the www.TravelocityIncentives.com website only. Additional terms and conditions apply; see TravelocityIncentives.com website for full details. Except where required by law, hotel reservations made with this Gift Card are nonrefundable. Gift Cards will not be redeemed or exchanged for cash, check or credit, except where required by law. Any remaining balance will be available for future use and is nonrefundable. Limit four promo codes per reservation. This Gift Card is issued by Pier 35 Events, Inc. which is not responsible for lost, stolen, or damaged Gift Cards, or unauthorized transactions. The Gift Cards do not expire. Must be 18 years of age or older. For Customer Service call 1-877-427-7473. Travelocity and the Roaming Gnome are Trademarks of Travelocity.com LP and are used with its permission.