PriceRunner Partner Terms and Conditions, June 9 2008

1. THE SERVICE

(a) Within a reasonable time after the execution of the IO, the parties will work in good faith to facilitate Company’s access to the PriceRunner API to access PriceRunner in accordance with the PriceRunner Live Feed document.

(b) Company may not sell, redistribute, sublicense or otherwise disclose or transfer to any Third Party all or any portion of the PriceRunner API Data except as expressly permitted in writing by PRUS. Company shall use all reasonable efforts to keep all PriceRunner API Data in a secure environment at all times.

(c) PRUS does not represent or warrant and specifically disclaims, that the PriceRunner API will be available without interruption.

(d) Company acknowledges that PRUS may monitor any PriceRunner API activity for the purpose of ensuring quality, improving PriceRunner products and services and compliance with these terms.

(e)Company shall not place Sponsored PriceRunner Content in search engine advertising, newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks.

(f)Traffic directed on the PriceRunner feed from Partner shall originate from the agreed URL/s per the publisher agreement and shall not be syndicated.

(g)PriceRunner reserves the right monitor traffic sources and immediately terminate the program if fraudulent activity is detected.

(h)Partner shall forfeit any and all amounts due through the date of termination if fraudulent activity is detected or if traffic is noted to be generated in a manner that is prohibited under the terms of this Agreement . PriceRunner may terminate Partner for non-compliance with these terms and conditions, at the absolute and exclusive discretion of PriceRunner.

2. DEVELOPMENT & HOSTING

(a) PRUS will lead and be responsible for the technical developments; changes and adaptations required making The Service function on the PRUS servers.

3. LICENSE SCOPE & RESTRICTIONS

(a) Subject to the restrictions stated herein, PRUS hereby grants Company a non-exclusive, revocable nontransferable, royalty-free, worldwide license to: (i) use, reproduce, publish, perform and display the PRUS trademarks and proprietary designs (“PRUS Marks”) (ii) link to the PRUS websites from websites accessing the Company Content; and (iii) use, reproduce, publish, perform, and display the PR Content as set forth herein. All goodwill arising out of PRUS’ use of any of the PRUS Marks shall inure solely to the benefit of PRUS.

(b) Nothing contained in this Agreement will give either party any right, title or interest in any trademarks, trade names, logos or other intellectual property of the other party, except for the limited rights expressly granted hereunder. Each party acknowledges and agrees that the other party has complete authority to control the use of its content and trademarks and that the other party has no control over the content of their site.

4. REVENUE

(a) Publisher will earn only on traffic originating in the United States. No international traffic will qualify.

(b) PRUS will use commercially reasonable efforts to collect all monies due from third parties as a result of click-through traffic from Company’s website (“Company Traffic”).

(c) PRUS shall pay to Company a percentage of the Net Revenue (“Company Revenue Share”) earned from Company Traffic as set forth in the IO. On or about the 15th of each month, PRUS shall remit to Company the Company Revenue Share for Net Advertising Sales Revenue collected the previous month, provided that PRUS will hold and accrue the monthly Company Revenue Share until the aggregate amount due exceeds $250.

(d) Each month PRUS shall provide a statement reporting the Provider Revenue Share earned during the previous month and the amount due. This amount will be less any retailer disputed traffic. The monthly statement shall be final and binding on Company unless it objects in writing within fifteen (15) days of receipt of the statement.

5. WARRANTIES

Both parties represent and warrant to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, instrument, understanding, order, judgment, decree, rule, regulation, law or any other restriction to which such party is or its assets are bound; and (iii) no intellectual property or content used to perform The Service will be defamatory, infringe any third-party patent, copyright, trade secret, other proprietary or privacy rights.

6. INDEMNIFICATION

Partner will defend, indemnify, and hold harmless the other party and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives and agents (harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) incurred by, or imposed or asserted against, the such party which, if true, would constitute or relate to any breach of warranty or breach of this Agreement.

7. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY

(a) EXCEPT AS STATED HEREIN, SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND TO THE FULLEST EXTENT PERMITTED BY LAW PRUS DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PRUS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

(b) NEITHER SHALL BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY. PRUS SHALL HAVE NO LIABILITY FOR THE FAILURE OR DELAY IN PERFORMANCE RESULTING FROM CONDITIONS BEYOND THE CONTROL OF SUCH PARTY. EACH PARTY’S TOTAL OBLIGATIONS AND/OR LIABILITY, IF ANY HEREUNDER, SHALL BE LIMITED TO THE AMOUNTS PAID TO IT DURING THE TERM IN QUESTION.

(c) The Provisions of this Section 8 are an essential element of the benefit of the bargain reflected in this Agreement.

8. CONFIDENTIALITY

(a) Each party agrees that, during the term hereof and for a period of two years thereafter, that with respect to the receipt of Confidential Information from the other party (“Disclosing Party”) hereunder, such party (“Receiving Party”) shall use the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of: information received from the other party which is identified as confidential at the time of disclosure or any information that should, under the circumstances surrounding disclosure, reasonably be treated as confidential (“Confidential Information”). These restrictions shall not apply to information that each party can document is: (i) already in the possession of or known by the Receiving Party, (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, (iii) lawfully received from a third party without restriction on use or disclosure if, to the Receiving Party’s knowledge, such third party had the legal right to disclose such information, (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, (v) pre-approved in writing by the other party for disclosure, or (vi) disclosed as required by law, governmental agency or rule, or court order, so long as the party required to disclose the information provides the other party with timely prior notice of such requirement.

(b) Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement and may only provide such Confidential Information to its respective directors, employees and advisors who have a “need to know” such Confidential Information and who have provided written assurance sufficient to ensure such directors’, employees’ and advisors’ compliance with, or are otherwise obligated to honor, the terms of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. Upon completion or termination of this Agreement or the written request of the Disclosing Party at any time, the Receiving Party shall, within five (5) business days from such completion, termination or request, return all copies of Confidential Information to the Disclosing Party or certify, if so requested, in writing that all copies of Confidential Information have been destroyed; except for material reasonably required to be maintained by counsel. A Receiving Party may return Confidential Information, or any part thereof, to the Disclosing Party at any time.

(c) Company shall not, during the term hereof or within twelve (12) months after the completion or termination of this Agreement, directly or indirectly (i) solicit or enter into any business relationship or contract with any PRUS advertiser for which services are provided under this Agreement (or encourage such advertiser to withdraw, curtail or cancel its relationship with PRUS) or (ii) solicit the employment of any PRUS employees, officers or directors. Notwithstanding the foregoing, this subsection shall not preclude Company from (i) soliciting any advertiser with whom it had a relationship prior to introduction by PRUS under this Agreement and discloses such prior relationship at the time of introduction or (ii) directing employment solicitations to the general public.

9. TERM

This Agreement shall have a term of one year commencing on the date of the last signature below and will automatically renew at on an annual basis. Either party may terminate this Agreement with or without cause upon forty-five (45) days advanced written notice. PRUS may terminate this Agreement upon ten (10) days advanced written notice in the event Company has obligations that are more than thirty (30) days past due after having been notified in writing by PRUS thereof. Termination will be immediate if PriceRunner detects any instance of fraudulent traffic. PriceRunner reserves the right to cancel a publisher program for low traffic volume. Upon termination, Company shall have no further rights in The Service but shall remain responsible for payment of all fees accrued up to the date of termination. If Partner’s traffic to PriceRunner.com drops below one percent (1%) Merchant ROI for a period of ten (10) or more consecutive days, PriceRunner.com has the right to terminate this agreement upon ten (10) days written notice. Partner shall receive a cure period of ten (10) days to improve Merchant ROI before termination is final. Merchant ROI information is confidential and is solely used to determine the quality of traffic.

10. ASSIGNMENT

Either Party may not sell, assign or transfer any of the rights hereunder, unless the other Party gives its consent thereto, which consent shall not be unreasonably withheld.

11 MISC.

(a) This Agreement constitutes a valid and binding agreement between the parties, and has been duly executed by authorized representatives of each party. This Agreement and any exhibits thereto are intended to be the parties’ complete, integrated expression of the terms of their agreement and any prior agreements or understandings with respect to such subject matters are superseded hereby and fully merged herein, and may only be modified in writing by authorized representatives of the parties. No interlineations to this Agreement shall be binding unless initialed by both parties.

(b) This Agreement shall be governed by the laws of the State of California excluding the United Nations Convention on Contracts for the International Sale of Goods.

(c) The parties agree and understand that a material breach of Section 8 will cause the non-breaching party to suffer irreparable harm and that monetary damages may be inadequate to compensate for such damage. Accordingly, the parties agree that in such event, the non-breaching party will, in addition to all other remedies, be entitled to preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond and/or shall be entitled to a decree of specific performance of the terms of this Agreement against the party who has breached or threatened to breach this Agreement.

(d) Neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that Company suffers such a delay or default, Company shall make reasonable efforts within to promptly recommend a substitute transmission for the advertisement or time period for the transmission.

(e) If any provision of this Agreement shall be found to be unenforceable, the remainder of this Agreement shall not be affected. The provisions of Sections 5, 7, 8, 9, 10 and 12 shall survive termination of this Agreement. Failure by either party to exercise any right or remedy under this Agreement shall not be construed as a waiver or relinquishment of such right or remedy.