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      PLEASE READ THIS SUBSCRIBER AGREEMENT ("AGREEMENT")
CAREFULLY BEFORE USING THE SERVICES OFFERED BY ADBRITE, INC.
("COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU
AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON
AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED
BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED
UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE
TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY,
ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The Web pages available at www.adbrite.com, and all linked
pages unless indicated otherwise ("Site"), are owned and
operated by Company, and are accessed by you ("Subscriber")
under the following terms and conditions:

   1. ACCESS TO THE SERVICES. Subject to the terms and
      conditions of this Agreement, Company may offer to
      provide certain services that relate to facilitating
      the purchase and sale of Internet advertisements by
      bringing together Internet advertisers and publishers,
      as described more fully on the Site, and which are
      selected by Subscriber through the process provided on
      the Site ("Services"). Company may change, suspend or
      discontinue the Services (or Subscriber's access
      thereto) at any time, including the availability of
      any feature, advertisement, publisher or content,
      without notice or liability. Company reserves the
      right, at its discretion, to refuse to allow access to
      the Services to any applicant at any time. Company
      also reserves the right, at its discretion, to modify
      this Agreement at any time by posting a notice on the
      Site, or by sending Subscriber a notice via email or
      postal mail. Use of the Services by Subscriber
      following such notification constitutes Subscriber's
      acceptance of the modified terms and conditions.
      Subscriber certifies to Company that if Subscriber is
      an individual (i.e., not a corporation) Subscriber is
      at least 18 years of age. Subscriber also certifies
      that it is legally permitted to use the Services and
      access the Site, and takes full responsibility for the
      selection and use of the Services. This Agreement is
      void where prohibited by law, and the right to access
      the Site is revoked in such jurisdictions.

   2. IMPLEMENTATION. Subscriber agrees to comply with the
      technical specifications provided by Company to enable
      proper display of the advertisements in connection
      with the Services, including without limitation by not
      modifying the JavaScript or other programming provided
      to Subscriber by Company in any way.

   3. COMMUNICATIONS SOLELY WITH COMPANY. Subscriber agrees
      to direct to Company and not to any advertiser or
      publisher, as the case may be, all communications
      regarding any matter arising out of Subscribers use of
      the Services.

   4. CONTENT. The Site and its contents are protected by
      U.S. and international copyright laws and are intended
      solely for the use of Company subscribers and may only
      be used in accordance with the terms of this Agreement
      in connection with authorized use of the Services. All
      materials displayed or performed on or accessible
      through the Site or Services (including, but not
      limited to text, graphics, articles, photographs,
      images, illustrations, audio clips and video clips,
      also known as the "Content") are protected by
      copyright. The term "Content" as used herein
      specifically includes any advertising or other content
      made available or submitted by any advertiser and any
      website or other content published by or associated
      with any publisher. Subscriber shall abide by all
      copyright notices, information, and restrictions
      contained in any Content accessed in connection with
      the Services. Subscriber acknowledges and agrees that
      if Subscriber uses any of the Services to contribute
      or make available Content, Company is hereby granted a
      non-exclusive, worldwide, royalty-free, transferable
      right to fully exploit such Content (including all
      related intellectual property rights) and to allow
      others to do so in connection with the Services and
      the Site.

   5. RESTRICTIONS. Subscriber (whether a publisher,
      advertiser or otherwise) warrants, represents and
      agrees that it will not contribute, submit or make
      available through the Services, or use the Services in
      connection with, any Content that is infringing,
      libelous, defamatory, obscene, abusive,
      offensive or otherwise violates any law or right of
      any third party. If Subscriber is a publisher,
      Subscriber shall not, and shall not authorize or
      encourage any third party to (i) generate fraudulent
      impressions of or fraudulent clicks on any
      advertisement, including but not limited to through
      repeated manual clicks, the use of robots or other
      automated query tools and/or computer generated search
      requests, and/or the fraudulent use of other search
      engine optimization services and/or software; (ii)
      edit, modify, filter or change the order of the
      information contained in any advertisement, or remove,
      obscure or minimize any advertisement in any way;
      (iii) redirect an end user away from any Web page
      accessed by an end user after clicking on any part of
      an advertisement ("Advertiser Page"), provide a
      version of the Advertiser Page different from the page
      an end user would access by going directly to the
      Advertiser Page or intersperse any content between the
      advertisement and the Advertiser Page; or (iv) display
      any advertisements on any error page, registration or
      "thank you" page (e.g. a page that thanks a user after
      he/she has registered with the applicable website).
      Company reserves the right to remove any Content from
      the Site at any time, or to terminate Subscriber's
      right to use the Services or access the Site, for any
      reason (including, but not limited to, upon receipt of
      claims or allegations from third parties or
      authorities relating to such Content or if Company is
      concerned that Subscriber may have breached the terms
      of this paragraph), or for no reason at all, subject
      to the provisions of paragraph 14 (Termination).

      Subscriber is responsible for all of its activity in
      connection with the Services. Any fraudulent, abusive,
      or otherwise illegal activity is grounds for
      termination of Subscriber's right to use the Services
      or to access the Site. Use of the Site or Services to
      violate the security of any computer network, crack
      passwords or security encryption codes, transfer or
      store illegal material including materials that are
      deemed threatening or obscene, or engage in any kind
      of illegal activity is expressly prohibited.
      Subscriber will not run Maillist, Listserv, any form
      of auto-responder, or "spam" on the Site, or any
      processes that run or are activated while the
      Subscriber is not logged in.

   6. DISCLAIMERS.
          * Subscriber acknowledges and agrees that Company
            has no special relationship with or fiduciary
            duty to Subscriber and that Company has no
            control over, and no duty to take any action
            regarding: which users gains access to the Site
            or Services; what Content Subscriber accesses or
            receives via the Site or Services; what Content
            other subscribers may make available, publish or
            promote in connection with the Services; what
            effects any Content may have on Subscriber or
            its users or customers; how Subscriber or its
            users or customers may interpret, view or use
            the Content; what actions Subscriber or its
            users or customers may take as a result of
            having been exposed to the Content, or whether
            Content is being displayed properly in
            connection with the Services.

          * Further, (i) if Subscriber is a publisher,
            Subscriber specifically acknowledges and agrees
            that Company has no control over (and is merely
            a passive conduit with respect to) any Content
            that may be submitted or published by any
            advertiser, and that Subscriber is solely
            responsible (and assumes all liability and risk)
            for determining whether or not such Content is
            appropriate or acceptable to Subscriber, and
            (ii) if Subscriber is an advertiser, Subscriber
            specifically acknowledges and agrees that
            Company has no control over any Content that
            may be available or published on any publisher
            website (or otherwise), and that Subscriber is
            solely responsible (and assumes all liability
            and risk) for determining whether or not such
            Content is appropriate or acceptable to
            Subscriber.

          * Subscriber releases Company from all liability
            in any way relating to Subscriber's acquisition
            (or failure to acquire), provision, use or other
            activity with respect to Content in connection
            with the Site or Services. The Site may contain,
            or direct Subscriber to sites containing,
            information that some people may find offensive
            or inappropriate. Company makes no
            representations concerning any content contained
            in or accessed through the Site or Services, and
            Company will not be responsible or liable for
            the accuracy, copyright compliance, legality or
            decency of material contained in or accessed
            through the Site or Services. Company makes no
            guarantee regarding the level of impressions of
            or clicks on any advertisement, the timing of
            delivery of such impressions and/or clicks, or
            the amount of any payment to be made to
            Subscriber in connection with the Services.

          * THE SERVICES, CONTENT AND SITE ARE PROVIDED ON
            AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY
            KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
            WITHOUT LIMITATION, IMPLIED WARRANTIES OF
            MERCHANTABILITY, FITNESS FOR A PARTICULAR
            PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT
            WARRANT THE RESULTS OF USE OF THE SERVICES,
            INCLUDING, WITHOUT LIMITATION, THE RESULTS OF
            ANY ADVERTISING CAMPAIGN, AND SUBSCRIBER
            ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT
            THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON
            HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
            LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

          * ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE
            (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF
            CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION
            OR INFORMATION TRANSMITTED ON OR THROUGH THE
            SITE, SERVICES OR ANY WEBSITE LINKED TO THE
            SITE. Company will not be liable for the privacy
            of e-mail addresses, registration and
            identification information, disk space,
            communications, confidential or trade-secret
            information, or any other Content stored on
            Company's equipment, transmitted over networks
            accessed by the Site, or otherwise connected
            with Subscriber's use of the Services.

   7. COPYRIGHT DISPUTE AND PRIVACY POLICIES. Please review
      Company's Copyright Dispute Policy
      http://www.adbrite.com/mb/copyrightdispute.php if
      Subscriber believes that material or content residing
      on or accessible through the Site or Services
      infringes a copyright. Please also review Company's
      Privacy Policy http://www.adbrite.com/mb/privacy.php
      for information regarding Company's policies and
      practices regarding the use of Subscriber personal
      information.

   8. REGISTRATION AND SECURITY. As a condition to using
      Services, Subscriber may be required to register with
      Company and select a password and Subscriber name
      ("Company User ID"). Subscriber shall provide Company
      with accurate, complete, and updated registration
      information. Failure to do so shall constitute a
      breach of this Agreement, which may result in
      immediate termination of Subscriber's account.
      Subscriber may not (i) select or use as a Company User
      ID a name of another person with the intent to
      impersonate that person; (ii) use as a Company User ID
      a name subject to any rights of a person other than
      Subscriber without appropriate authorization; (iii)
      register for the Services using more than one Company
      User ID. Company reserves the right to refuse
      registration of, or cancel a Company User ID in its
      discretion. Subscriber shall be responsible for
      maintaining the confidentiality of Subscriber's
      Company password.

   9. INDEMNITY. Subscriber will indemnify and hold Company,
      its parents, subsidiaries, affiliates, officers and
      employees, harmless, including costs and attorneys'
      fees, from any claim or demand made by any third party
      due to or arising out of Subscriber's access to the
      Site, use of the Services, the violation of this
      Agreement by Subscriber, or the infringement by
      Subscriber, or any third party using the Subscriber's
      account, of any intellectual property or other right
      of any person or entity.

  10. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE
      LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I)
      FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES
      PAID BY SUBSCRIBER THEREFOR; OR (II) FOR ANY INDIRECT,
      INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY
      KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE
      EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
      DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY
      NOT APPLY TO SUBSCRIBER.

  11. FEES AND PAYMENT. Some of the Services require payment
      of fees. Subscriber shall pay all applicable fees, as
      described on the Site in connection with such Services
      selected by Subscriber. Company reserves the right to
      change its price list and to institute new charges at
      any time, upon prior notice to Subscriber, which may
      be sent by email or posted on the Site. If Subscriber
      is a publisher, Subscriber shall receive as payment a 
      percentage of the sale price of advertisements displayed 
      in connection with Subscriber's website as determined
      by Company for Subscriber's use of the Services.
      Subscriber's payable revenue shall be
      determined on the first day of each month, on
      which day those revenues accrued to Subscriber's
      account sixty (60) or more days earlier shall become
      eligible to be paid. Payments to Subscriber shall be
      sent by Company within approximately ten (10) days
      of the previous calendar month end, if
      Subscriber's earned balance is greater than or equal
      to Subscriber's minimum check amount. If Subscriber's
      earned balance is less than Subscriber's minimum check
      amount, no check shall be sent and the Company shall
      make the aforesaid determination anew on the first day of the following month. 
. In addition,
      if Subscriber is a publisher, Subscriber agrees that
      (i) any payments that may become due to Subscriber
      (as described on the Site) are specifically
      conditioned upon Company's receipt of full payment
      from the applicable advertiser, and that any such
      payments do not become due to Subscriber until 60 days
      after Company's receipt of full payment from the
      applicable advertiser, and (ii) if Company does not
      receive the applicable payment in full from any such
      advertiser, or Company’s payment from advertiser is later 
      reversed at any time, Company shall have no liability or
      responsibility to Subscriber (and Subscriber hereby
      releases Company) with respect thereto. If Subscriber
      disputes any payment made in connection with the
      Services, Subscriber must notify Company in writing
      within thirty (30) days of any such payment. Failure
      to so notify Company shall result in the waiver by
      Subscriber of any claims related to such disputed
      payment. Payment shall be calculated solely based on
      records maintained by Company. No other measurements
      or statistics of any kind shall be accepted by Company
      or have any effect under this Agreement. Company shall
      not be liable for any payment based on (i) any
      fraudulent impressions generated by any person, robot,
      automated program or similar device or for fraudulent
      impressions similarly generated on any advertisements,
      as reasonably determined by Company; (ii)
      advertisements delivered to end users whose browsers
      have JavaScript disabled; or (iii) impressions
      commingled with a significant number of fraudulent
      impressions or fraudulent clicks described in (i)
      above, or as a result of another breach of this
      Agreement by Subscriber for any applicable pay period.
      Company reserves the right to withhold payment or
      charge back Subscriber's account due to any of the
      foregoing or any breach of this Agreement by
      Subscriber. In addition, if Subscriber is past due on
      any payment to Company in connection with the
      Services, Company reserves the right to withhold
      payment until all outstanding payments have been made.
      To ensure proper payment, Subscriber is solely
      responsible for providing and maintaining accurate
      contact and payment information associated with
      Subscriber's account and Company User ID. For U.S.
      taxpayers, this information includes without
      limitation a valid U.S. tax identification number and
      a fully-completed Form W-9. For non-U.S. taxpayers,
      this information includes without limitation either a
      signed certification that the taxpayer does not have
      U.S. activities or a fully-completed Form W-8 or other
      form, which may require a valid U.S. tax
      identification number, as required by the U.S. tax
      authorities. Any bank fees related to returned or
      cancelled checks due to a contact or payment
      information error or omission may be deducted from the
      newly issued payment. Subscriber agrees to pay all
      applicable taxes or charges imposed by any government
      entity in connection with Subscriber's use of the
      Services.  Note, AdBrite may debit any account to setoff a 
      negative balance in another account, or to pay any amounts 
      that are past due for a period of 180 Days.

  12. CONFIDENTIALITY. Subscriber agrees not to disclose
      Company Confidential Information without Company's
      prior written consent. "Company Confidential
      Information" includes without limitation: (i) all
      Company software, technology, programming, technical
      specifications, materials, guidelines and
      documentation Subscriber learns, develops or obtains
      that relate to the Services or the Site; (ii)
      click-through rates or other statistics relating to
      Site performance in the Services provided to
      Subscriber by Company; and (iii) any other information
      designated in writing by Company as "confidential" or
      any designation to the same effect. "Company
      Confidential Information" does not include information
      that has become publicly known through no breach by
      Subscriber or Company, or information that has been
      (a) independently developed without access to Company
      Confidential Information as evidenced in writing; (b)
      rightfully received by Subscriber from a third party;
      or (c) required to be disclosed by law or by a
      governmental authority.

  13. INFORMATION RIGHTS. Company may retain and use for its
      own purposes all information Subscriber provides,
      including but not limited to Site demographics and
      contact and billing information. Subscriber agrees
      that Company may transfer and disclose to third
      parties personally identifiable information about
      Subscriber for the purpose of approving and enabling
      Subscriber's participation in the Services, including
      to third parties that reside in jurisdictions with
      less restrictive data laws than Subscriber's own
      jurisdiction. Company disclaims all responsibility,
      and will not be liable to Subscriber, however, for any
      disclosure of that information by any such third
      party. Company may share aggregate (i.e., not
      personally identifiable) information about Subscriber
      with advertisers, publishers, business partners,
      sponsors, and other third parties. In addition,
      Subscriber grants Company the right to access, index,
      and cache Subscriber's website, or any portion
      thereof, including by automated means including Web
      spiders or crawlers.  Additionally, Subscriber grants to 
      Company a non-exclusive license to republish in any medium
      advertisements, web pages, banners, interstitials or other 
      content for purposes of marketing Company products 
      and Services.

  14. TERMINATION. Either party may terminate the Services
      at any time by notifying the other party by any means.
      Company may also terminate or suspend any and all
      Services and access to the Site immediately, without
      prior notice or liability, if Subscriber breaches any
      of the terms or conditions of this Agreement. Any fees
      paid hereunder are non-refundable and non-cancelable.
      Upon termination of the Subscriber's account,
      Subscriber's right to use the Services will
      immediately cease and Subscriber will remove all
      Company HTML code from Subscriber's websites. All
      provisions of this Agreement which by their nature
      should survive termination shall survive termination,
      including, without limitation, warranty disclaimers,
      and limitations of liability.

  15. REPRESENTATIONS AND WARRANTIES. Subscriber represents
      and warrants that (i) Subscriber is the owner of each
      website Subscriber designates in connection with the
      use of Services or that Subscriber is legally
      authorized to act on behalf of the owner of such
      website for the purposes of this Agreement, and (ii)
      Subscriber has all necessary right, power and
      authority to enter into this Agreement and to perform
      the acts required of Subscriber hereunder. Subscriber
      further represents and warrants that each of
      Subscriber's websites and any material displayed
      therein: (a) comply with all applicable laws,
      statutes, ordinances and regulations; (b) do not
      breach and have not breached any duty toward or
      rights of any person or entity including, without
      limitation, rights of intellectual property, publicity
      or privacy, or rights or duties under consumer
      protection, product liability, tort, or contract
      theories; and (c) are not hate-related in content.

  16. MISCELLANEOUS. The failure of either party to exercise
      in any respect any right provided for herein shall not
      be deemed a waiver of any further rights hereunder.
      Company shall not be liable for any failure to perform
      its obligations hereunder where such failure results
      from any cause beyond Company's reasonable control.
      If any provision of this Agreement is found to be
      unenforceable or invalid, that provision shall be
      limited or eliminated to the minimum extent necessary
      so that this Agreement shall otherwise remain in full
      force and effect and enforceable. This Agreement is
      not assignable, transferable or sublicensable by
      Subscriber except with Company's prior written
      consent. This Agreement shall be governed by and
      construed in accordance with the laws of the state of
      California without regard to the conflict of laws
      provisions thereof. Both parties agree that this
      Agreement is the complete and exclusive statement of
      the mutual understanding of the parties and supersedes
      and cancels all previous written and oral agreements,
      communications and other understandings relating to
      the subject matter of this Agreement, and that all
      modifications must be in a writing signed by both
      parties, except as otherwise provided herein. No
      agency, partnership, joint venture, or employment is
      created as a result of this Agreement and Subscriber
      does not have any authority of any kind to bind
      Company in any respect whatsoever.
I accept the above terms and conditions*
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