Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.

CO-BRANDING AGREEMENT

!his Co0*randing Agree1ent 2the 3Agree1ent34 is 1ade and effective the 5%A!E6

BETWEEN:

[ONLINE BUSINESS NAME] 2the 3(nline *7siness34+ a corporation organi8ed and e9isting 7nder the laws of the 5S!A!E:P&(- $CE6+ with its head office located at;

AND:

[STRATEGIC PARTNER NAME] 2the 3Strategic Partner 34+ a corporation organi8ed and e9isting 7nder the laws of the 5S!A!E:P&(- $CE6+ with its head office located at;

n consideration of the ter1s and covenants of this agree1ent+ and other val7able consideration+ the parties agree as follows;

RECITALS

Co0*randing Agree1ent Page < of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

A.

!he (nline *7siness is in the b7siness of offering prod7cts and services as described in E9hibit >A? thro7gh it@s online site on the /orld /ide /eb which is located at 5 $SE&! A%%&ESS6 2the 3*7siness Services34. Strategic Partner is in the b7siness of offering prod7cts and service to the general p7blic and does not c7rrently have a presence on the /orld /ide /eb that enables c7sto1ers to p7rchase its prod7cts and services online. !he parties wish to enter into a 17t7ally beneficial b7siness relationship whereby Strategic Partner@s c7sto1ers can have access to the online *7siness Services provided by the (nline *7siness thro7gh the creation of a co0branded nternet Site 2the >Co0*randed Site?4 to be located on the server c7rrently 7tili8ed by the (nline *7siness in connection with it@s c7rrent /eb Site. !he parties wish to agree 7pon and register a 7niA7e nternet do1ain na1e for the location of the Co0*randed Site.

B.

C.

D.

$(/+ !)E&E,(&E+ for good and val7able consideration+ incl7ding the 17t7al pro1ises and agree1ent set forth herein+ the parties hereby agree as follows; 1. CREATION OF CO-BRANDED SITE a. !he (nline *7siness shall be responsible for the develop1ent of a version of the (nline *7siness@ c7rrent /eb Site which is co0branded and contains reference to both the (nline *7siness and the Strategic Partner. !he Co0*randed Site shall pro1inently display the identification of affiliation with the Strategic Partner incl7ding the pro1inent display of the logo and trade1arB of the Strategic Partner. !he Co0*randed Site shall be f7nctionally eA7ivalent to the (nline *7siness@ c7rrent /eb Site e9cept it shall contain the co0branding aspects and feat7res identified in this Agree1ent. b. Strategic Partner shall f7lly cooperate with the (nline *7siness in the creation of the Co0*randed Site and shall pro1ptly 7pon e9ec7tion hereof deliver to the (nline b7siness graphical i1ages and te9t files on Cip disc which shall incl7de the Strategic Partner@s logo in # , or DP# for1at and any te9t7al content necessary for the creation of the co0branding aspects of the Co0*randed Site. c. !he (nline *7siness shall 7se its reasonable efforts+ with f7ll cooperation fro1 the Strategic Partner+ to create the Co0*randed Site and have it f7lly f7nctional online within 5$U.*E&6 days following the effective date hereof. d. !he parties agree that they shall register the do1ain na1e 5 $SE&! A%%&ESS6 for 7se in connection with the Co0*randed Site. (nline b7siness shall be responsible for registering s7ch do1ain na1e. !he parties acBnowledge that they have 17t7ally checBed for availability of s7ch do1ain na1e as of the effective date hereof and that s7ch do1ain na1e is available. 2. PROMOTION OF CO-BRANDED SITE a. !he parties shall iss7e a Eoint press release anno7ncing the affiliation created by this Agree1ent and the la7nching of the Co0*randed Site. S7ch press release shall be in 17t7ally satisfactory for1 and content and shall be released thro7gh s7ch services and agencies that are 17t7ally agreed by the parties. !he cost of the press release shall be eA7ally shared by the parties.

Co0*randing Agree1ent Page 2 of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

b. Strategic Partners represents+ warrants+ and agrees that it is in the 17t7al interest of both Strategic Partner and (nline *7siness that Strategic Partner 7ses all efforts necessary to 1arBet and channel b7siness thro7gh the Co0*randed Site. !o that end+ Strategic Partner shall 7se all reasonable co11ercial efforts to 1a9i1i8e the total n71ber of nternet 7sers who gain access to the Co0*randed Site. Strategic Partner shall ass7re that the Co0*randed site is listed in all available search engines and appears in the appropriate categories and shall 1aBe all reasonable efforts to 1a9i1i8e search engine res7lt place1ent. Strategic Partner shall establish linBing arrange1ents and banner advertising arrange1ents to pro1ote the Co0*randed Site. Strategic Partner shall place pro1inent linBs to the co0*randed Site in any other internet sites that the Strategic Partner creates pro1oting its b7siness and services. c. Strategic Partner agrees to pro1ote the Co0*randed Site in connection with it@s offline pro1otions and part of its nor1al advertising activities. Strategic Partner shall pro1ote the co0*randed Site in all of its printed pro1otional 1aterials+ and television advertising it 1ay place+ at tradeshows and conventions+ and thro7gh print and broadcast new 1edia. Strategic Partner f7rther agrees to pro1ote the Co0*randed Site thro7gh its e9isting c7sto1er base thro7gh an E1ail newsletter and thro7gh direct 1ail pro1otions. d. Strategic Partner agrees to develop and 1aintain an nternet site pro1oting it@s general services and to pro1ote the Co0*randed Site on that site. 3. TECHNICAL SUPPORT AND CONSULTATION BY ONLINE BUSINESS a. (nline *7siness shall serve as nternet contact for 7sers of the Co0*randed Site and shall provide technical assistance to 7sers who direct E1ail technical A7estions relative to the Co0*randed Site. (nline b7siness shall 7se reasonable efforts to pro1ptly respond to all s7ch bona fide and reasonable 7ser A7estions regarding the Co0*randed Site. !echnical s7pport need only be provided d7ring (nline b7sinesses nor1al >offline? b7siness ho7rs. b. (nline *7siness representatives shall be reasonably available via e1ail to provide cons7ltation to Strategic Partner relative to the Co0*randed Site.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.
4. PROPRIETARY RIGHTS a. (nline *7siness shall retain all right+ title and interest in and to all of its trade1arBs+ service 1arBs+ copyrights+ patents+ trade secrets and confidential infor1ation. Strategic Partner shall not gain any rights in and to the sa1e by virt7e of this Agree1ent or otherwise e9cept as specifically provided in this Agree1ent and s7bEect to all of the ter1s and conditions contained in this Agree1ent. b. Strategic Partner shall have a non0e9cl7sive+ worldwide license to 7se only s7ch trade1arBs as are provided by the nline *7siness for 7se in connection with the pro1otion of the Co0*randing Site. S7ch license shall only be for the period of this Agree1ent. S7ch 1aterials shall only be 7sed by the Strategic Partner in connection with the pro1otion of the Co0*randed Site and shall only be 7sed in the for1 that is delivered to Strategic Partner by the (nline *7siness. All Co0*randing Agree1ent Page F of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

advertising and pro1otional 1aterials that integrate the trade1arBs of the (nline *7siness shall first be presented to the (nline b7siness for review and approval in its discretion. c. Strategic Partner shall retain all right+ title and interest in and to all of its trade1arBs+ service 1arBs+ copyrights+ patents+ trade secrets and confidential infor1ation. (nline *7siness shall not gain any rights in and to the sa1e by virt7e of this Agree1ent or otherwise e9cept as specifically provided in this Agree1ent and s7bEect to all of the ter1s and conditions contained in this Agree1ent. d. (nline *7siness shall have a non0e9cl7sive+ worldwide license to 7se only s7ch trade1arBs as are provided by the Strategic Partner for 7se in connection with the pro1otion of the Co0*randing Site. S7ch license shall only be for the period of this Agree1ent. S7ch 1aterials shall only be 7sed by the (nline *7siness in connection with the pro1otion of the Co0*randed Site and shall only be 7sed in the for1 that is delivered to (nline *7siness by the Strategic Partner. All advertising and pro1otional 1aterials that integrate the trade1arBs of the Strategic Partner shall first be presented to the Strategic Partner for review and approval in its discretion. e. (nline *7siness shall own all Proprietary &ights in and to the Co0*randed Site e9cept for the right to 7se the trade1arBs of the Strategic Partner. Proprietary &ights shall 1ean and incl7de the right in and to the internet do1ain na1e selected for 7se by the parties in connection with the Co0 *randed Site+ all patents+ copyrights+ service 1arBs+ trade1arBs+ trade dress+ trade secrets and other intangible rights 7sed or developed in connection with the Co0*randed Site. 5. RESTRICTIVE COVENANT a. Strategic Partner agrees that d7ring the ter1 of this Agree1ent and for a period of 5$U.*E&6 1onths thereafter+ Strategic Partner shall not enter into any Co0*randing or other si1ilar relationship with any other party that co1petes+ directly or indirectly+ with the prod7cts or services of the (nline *7siness the b7siness cond7cted by or thro7gh the Co0*randed Site. b. !he parties acBnowledge and agree that any and all infor1ation provided to the by the other party which is dee1ed to be Confidential nfor1ation 2as defined below4 by the disclosing party shall be held in the strictest of confidence by the receiving party and s7ch receiving party shall not disclose or 7se any s7ch Confidential nfor1ation for its own p7rposes or for the p7rposes of any other party+ e9cept as specifically per1itted p7rs7ant to the ter1s of this Agree1ent.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.
Co0*randing Agree1ent Page G of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

c. As defined herein+ Confidential nfor1ation shall incl7de+ b7t shall not be li1ited to this Agree1ent and any ter1s contained herein+ any other infor1ation identified in writing or orally as being confidential and proprietary+ any and all b7siness plans+ c7sto1er lists+ software+ data+ 7sage statistics+ 1arBeting plans+ b7siness str7ct7re+ financial plans or other financial infor1ation+ earnings+ or any other infor1ation dee1ed by the delivering party to be confidential and proprietary.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.
d. Each party shall taBe affir1ative steps to protect fro1 disclos7re any and all Confidential nfor1ation of the other party and shall taBe the sa1e actions to protect s7ch infor1ation that it taBes to protect its own Confidential nfor1ation. e. $otwithstanding the above+ neither party shall have any obligation with respect to infor1ation which 2i4 was rightf7lly in possession of or Bnown to the receiving party witho7t any obligation of confidentiality prior to receiving it fro1 the disclosing partyH 2ii4 is+ or s7bseA7ently beco1es+ legally and p7blicly available witho7t breach of this Agree1entH 2iii4 is rightf7lly obtained by the receiving party fro1 a so7rce other than the disclosing party witho7t any obligation of confidentialityH 2iv4 is disclosed by the receiving party 7nder a valid order created by a co7rt or govern1ent agency+ provided that the receiving party provides prior written notice to the disclosing party of s7ch obligation and the opport7nity to oppose s7ch disclos7re. Upon written de1and of the disclosing party+ the receiving party shall ret7rn the Confidential nfor1ation and all copies+ notes or e9tracts thereof to the disclosing party within 5$U.*E&6 days of receipt of notice. f. Each party acBnowledges and agrees that a breach by the other party of any of the restrictive covenants contain herein will ca7se the non0breaching party irreparable da1age+ for which the award of da1ages wo7ld not be adeA7ate co1pensation. As s7ch+ the non0breaching party shall be entitled to te1porary and per1anent inE7nctions and other eA7itable re1edies in the event of any breach hereof. 6. MUTUAL HOLD HARMLESS Each of the parties hereby inde1nifies+ protects and holds har1less the other party fro1 and against any and all clai1s+ s7its+ threats+ de1ands. Actions+ ca7ses of action+ liabilities+ da1ages and all costs+ e9penses and attorney fees related to 2i4 any representation and warranty 1ade by the other party p7rs7ant to this Agree1ent+ 2ii4 any clai1 arising o7t of the proprietary rights of any third party related to ite1s that are the responsibility of the inde1nifying party p7rs7ant to the ter1s of this Agree1ent+ 2iii4 any clai1 arising fro1 the 7se of the trade1arBs and logos of the inde1nifying party+ 2iv4 arising o7t of the responsibilities of or involve1ent of the other party with respect to the Co0*randed Site. 7. COMPENSATION a. Strategic Partner shall be paid an a1o7nt eA7al to 5A.(U$!6 for its services in creating the Co0 *randed Site. S7ch a1o7nt shall be paid as follows; An a1o7nt eA7al to 5A.(U$!6 on or before the Effective %ate of this Agree1ent An a1o7nt eA7al to 5A.(U$!6 on or before 5%A!E6. Co0*randing Agree1ent Page I of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

An a1o7nt eA7al to 5A.(U$!6 on or before the date that the Co0*randed Site is la7nched. b. (nline *7siness shall pay to the Strategic Partner+ on a A7arterly basis+ an a1o7nt calc7lated based 7pon a percentage of the total advertising reven7es received by (nline *7siness for advertising on the (nline *7siness@ /eb Site. !he percentage of advertising reven7es shall be based 7pon a fraction+ the n71erator of which shall be the total n71ber of 1pressions on the (nline *7siness@ /eb relative to internet 7sers who arrive at the (nline *7siness@ /eb thro7gh the Co0*randed Site or the Strategic Partner@s /eb Site. !he res7lting percentage for the relevant calendar A7arter shall be 17ltiplied by the total advertising reven7es received by (nline *7siness for advertising on (nline *7siness@ /eb Site d7ring the applicable calendar A7arter to arrive at the a1o7nt of the A7arterly pay1ent to be 1ade to the Strategic Partner.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.
c. Strategic Partner shall pay to (nline *7siness+ on a A7arterly basis+ an a1o7nt calc7lated based 7pon a percentage of total advertising reven7es received by Strategic Partner for advertising on the Strategic Partner@s /eb Site. !he percentage of advertising reven7es shall be based 7pon a fraction+ the n71erator of which shall be the total n71ber of 1pressions on the Strategic Partner@s /eb Site relative to internet 7sers who arrive at the Strategic Partner@s /eb Site thro7gh the Co0*randed Site or the (nline *7siness@ /eb Site. !he res7lting percentage for the relevant calendar A7arter shall be 17ltiplied by the total advertising reven7es received by Strategic Partner for advertising on (nline *7siness@ /eb Site d7ring the applicable calendar A7arter to arrive at the a1o7nt of the A7arterly pay1ent to be 1ade to the Strategic Partner. d. !otal advertising reven7es for each of the above calc7lations shall be red7ced by co11issions payable on s7ch advertising reven7es. e. Each party shall be obligated to pay all ta9es relative to the advertising reven7es that it receives for advertising on its /eb Site. f. Each party shall be responsible for tracBing 1pressions on its site that res7lt fro1 7sers accessing their respective /eb Sites fro1 the Co0*randed Site and the /eb Site of the other party. Each party shall be responsible for Beeping tr7e and acc7rate records regarding the total advertising reven7es that they receive fro1 their respective sites and any ded7ctions for co11issions to be paid with respect to s7ch advertising reven7es. /ithin 5$U.*E&6 days after the end of each calendar A7arter+ each of the parties shall provide the other party with a detailed report regarding the calc7lations of the a1o7nts payable by the other for the preceding calendar Co0*randing Agree1ent Page J of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

A7arter. S7ch report shall be delivered to the other party together with an invoice for the a1o7nt d7e to s7ch party as a res7lt of s7ch calc7lation. !he a1o7nts shown as d7e on s7ch invoice shall be d7e and payable within 5$U.*E&6 days after receipt of s7ch invoice. g. n the event that there is any disp7te with regard to the calc7lation of the a1o7nt d7e by or to either of the parties+ the disp7ting party shall notify the other in writing within 5$U.*E&6 days after receipt of the invoice and report and the calc7lations shall be resolved by an independent acco7ntant that is agreed to by the parties and who has not represented either of the parties. f the parties are not able to agree on the identity the independent acco7ntant to perfor1 s7ch review+ the parties shall each select and acco7nt of their own who shall select the independent acco7nt to perfor1 s7ch review. !he reco11endations of the reviewing acco7ntant shall be final and binding on the parties. 8. REPRESENTATIONS AND WARRANTIES OF THE PARTIES Each of the parties 1aBes the following representations and warranties to the other party hereto; a. !he representing party has the f7ll power and 7nrestricted a7thority to enter into this Agree1ent. Entering this Agree1ent and perfor1ing the obligations here7nder does not conflict with and is not prohibited 7nder the ter1s of any other agree1ent+ doc71ent+ law+ r7le+ reg7lation or co7rt order to which the representing party is s7bEect. b. Each of the parties have the f7ll power and 7nrestricted a7thority to grant the licenses that are granted herein. !he granting of s7ch licenses does not interfere with the rights of any third party. Each party has the f7ll rights in and to all of its Proprietary &ights and s7ch Proprietary &ights doe not infringe 7pon the rights of any other party.

c. !)E SE&- CES (, !)E ($" $E *US $ESS $ C&EA! $# !)E C(0*&A$%E% S !E A$% $ PE&,(&. $# A$' A$% A"" (!)E& SE&- CES )E&EU$%E& A&E ($ A$ >AS S? *AS S A$% !)E ($" $E *US $ESS )E&E*' % SC"A .S A$' A$% A"" /A&&A$! ES / !) &ESPEC! !( SUC) !E.S+ $C"U% $# *U! $(! " . !E% !( /A&&A$! ES (, .E&C)A$!A* " !' A$% , !$ESS ,(& A PA&! CU"A& PU&P(SE. ($" $E *US $ESS %(ES $(! &EP&ESE$! (& /A&&A$! !)A! A$' C(.P($E$! (, !)E C(0*&A$%E% S !E A$% (!)E& %E" -E&A*"ES / "" *E ,&EE ,&(. E&&(& (& / "" .EE! A$' PA&! CU"A& $EE%S (& %ES &ES (, USE&S /)( ACCESS !)E C(0*&A$% $# S !E. ,U&!)E&.(&E+ ($" $E *US $ESS S)A"" $(! *E " A*"E ,(& A$ $C %E$!A"+ C($SEKUE$! A" (& SPEC A" %A.A#ES (, A$' L $%. 9. TERM AND TERMINATION a. !he initial ter1 shall be for a period of 5$U.*E&6 years. !hereafter+ this Agree1ent shall a7to1atically renew for s7ccessive periods of 5$U.*E&6 year each 7nless it is sooner ter1inated p7rs7ant to the ter1s hereof or 7nless either party gives written notice that it does not wish to renew the ter1 of this Agree1ent at least 5$U.*E&6 days and no 1ore than 5$U.*E&6 days prior to the e9piration of the then e9isting ter1 or renewal ter1. b. $otwithstanding the above+ either party 1ay ter1inate this Agree1ent+ with or witho7t ca7se+ 7pon delivering 5$U.*E&6 days advanced written notice of its intention to ter1inate this Co0*randing Agree1ent Page M of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Agree1ent. !hereafter+ this Agree1ent shall ter1inate 5$U.*E&6 days fro1 the date of s7ch written notice. c. Either party 1ay i11ediately ter1inate this Agree1ent 7pon written notice to the other party 7pon the occ7rrence of any of the following events; 2i4 the other party files a petition for banBr7ptcy+ vol7ntary or invol7ntary+ 2ii4 the other party has a receiver appointed or 1aBes an assign1ent for the benefit of its creditors+ 2iii4 either party dissolves or ceases to actively engage in b7siness+ 2iv4 either party defa7lts 7nder or s7bstantially breaches any obligation here7nder and the sa1e is not s7bstantially c7red within 5$U.*E&6 days after written notice fro1 the other party. d. Upon the ter1ination of this Agree1ent as provided above+ the parties shall be released fro1 f7rther obligations here7nder e9cept for acco7nting and pay1ent of any fees or co1pensation accr7ed as of the date of ter1ination of this Agree1ent+ the provisions relative to confidentiality+ any restrictive covenant contained herein+ and any da1age or liability res7lting fro1 the breach of any representation and warranty 1ade herein. /ithin ten 5$U.*E&6 days fro1 the ter1inations date+ each party shall deliver to the other any and all ite1s designated as Confidential nfor1ation of the other party and all 1aterials containing any Proprietary nfor1ation of the other. !he Co0 *randed Site shall be taBen off line effective on the date of ter1ination hereof. 10. ENTIRE AGREEMENT

!his Agree1ent contains the entire 7nderstanding and agree1ent between the parties with respect to the s7bEect 1atter hereof. Any previo7s written or oral state1ents+ representations+ co117nications or agree1ents of every nat7re shall be 1erged into the ter1s of this Agree1ent. !his Agree1ent 1ay be 1odified or a1ended only in a written a1end1ent+ d7ly e9ec7ted by a7thori8ed representatives of both of the parties. 11. GOVERNING LAW

!his Agree1ent shall be interpreted 7nder the laws of the State of 5S!A!E:P&(- $CE6. Any and all legal actions relative hereto shall be in the co7rts of 5S!A!E:P&(- $CE6. 12. MISCELLANEOUS CLAUSES a. $either party shall be liable for delays or fail7res in perfor1ance res7lting fro1 ca7ses beyond the reasonable control of that party+ incl7ding+ b7t not li1ited to+ acts of #od+ labor disp7tes or dist7rbances+ 1aterial shortages or rationing+ riots+ acts of war+ power o7tages+ nat7ral disaster+ govern1ental reg7lations+ co117nication or 7tility fail7res+ or cas7alties. b. !he parties agree that their relationship shall be that of independent contractors and nothing in this Agree1ent or the relationship between the parties shall be constr7ed as 1aBing the1 Eoint vent7rers+ partners+ e1ployer:e1ployees+ franchisor:franchisee+ 1aster:servant+ or any legal relationship other than independent contracting parties. Each party shall be responsible for their own inco1e ta9es and any withholding thereof. $either party shall have the a7thority+ e9press or i1plied+ to act on behalf of the other or to bind the other to any contract+ obligation+ debt+ responsibility or obligation of any nat7re or Bind. c. $either party 1ay assign the benefits or obligations 7nder this Agree1ent and any atte1pt to do so shall be void and of no legal effect. Each of the parties recogni8es and agrees that the other party is relying 7pon the identity of the other party and the owner and principals of the other party in entering into this Agree1ent. $either party shall be per1itted to s7bcontract any obligations Co0*randing Agree1ent Page N of =

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

contained herein to another party witho7t the advanced written notice fro1 the other party. !he parties specifically agree that there shall be no third party beneficiaries to this Agree1ent. d. n any legal action between the parties relating to the s7bEect 1atter hereof+ the prevailing party shall be entitled to an award of all costs and reasonable attorney fees related to s7ch action. e. All notice+ e9cept for notices of ter1ination+ shall be trans1itted via E1ail to the relevant party at the E1ail address indicated below or at s7ch other E1ail address provided by the other party in writing. $otices of ter1ination shall be in writing and shall be personally delivered or sent by a rep7table overnight 1ail service 2e.g.+ ,ederal E9press4+ or by first class 1ail 2certified or registered4+ or by facsi1ile confir1ed by first class 1ail 2registered or certified4+ to the party at the address indicated above. $otices will be dee1ed effective 2i4 7pon trans1ission+ provided s7ch trans1ission is not ret7rned as 7ndeliverable+ when s7ch notice 1ay be given via E1ail+ 2ii4 5$U.*E&6 worBing days after deposit+ postage prepaid+ if 1ailed+ 2iii4 the ne9t day if sent by overnight 1ail+ or 2iv4 the sa1e day if sent by facsi1ile and confir1ed as set forth above. f. ,ail7re by either party to enforce any provision of this Agree1ent will not be dee1ed a waiver of f7t7re enforce1ent of that or any other provision. Any waiver+ a1end1ent or other 1odification of any provision of this Agree1ent will be effective only if in writing and signed by the parties. g. f for any reason a co7rt of co1petent E7risdiction finds any provision of this Agree1ent to be 7nenforceable+ that provision of the Agree1ent will be enforced to the 1a9i171 e9tent per1issible so as to effect the intent of the parties+ and the re1ainder of this Agree1ent will contin7e in f7ll force and effect. $ / !$ESS /)E&E(,+ the parties have e9ec7ted this Agree1ent as of the date first above written.

($" $E *US $ESS

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A7thori8ed Signat7re

A7thori8ed Signat7re

Print $a1e and !itle

Print $a1e and !itle

Co0*randing Agree1ent Page = of =