Netword, Inc. ("Company") herein identifies the terms and conditions which apply to those parties ("Customers") who register and use the Networds product of the Company, whether registered directly or through any Company-authorized dealer. This Terms of Service Agreement ("Agreement") contains important information about which all Customers should be well acquainted.

"Company Persons" means on a collective basis the Company, its officers, directors, managers, members, employees, dealers, licensors, licensees, parent or subsidiary entities, and the like.

"Customer" is a business, non-profit or governmental entity or an individual person making application for a Netword Registration.

"Netword Registration" is the Company's grant to a Customer of the right to have Networds redirected from their original input fields, through the Company server network, to Customer's designated website(s) or, in some instances, to separately generated advertising script. Such grant is for a defined Duration of Registration (see Section 3).

"Networds" are unique sequences of alphanumeric characters, inclusive of imbedded spaces, referring to specific Internet resources stored in the Company's central registry. In most instances they are natural language words or phrases which can be used to navigate through the Internet in a simple and straightforward manner by typing in the browser's address bar or the input bars of various search engines. Networds effectively enhance the Internet navigation experience for web users while allowing businesses to capture high-quality first-look traffic on their websites.

"Seller" is the party which registers the Netword for the Customer. This could be either the Company or a Company-authorized dealer.

The Company offers Networds for sale to businesses and persons on a retail basis, generally through its authorized dealers. The Company maintains a retail price list for its products, with such list being consistent throughout the United States and applying to all Sellers. Such prices as indicated therein may change at any time (and typically do change regularly), except as may be limited within this Agreement.

The Customer agrees to pay the full registration price for each Netword registered (the "Registration Fee") to the Seller at the time the Company accepts Registration. Registration Fees, once made, are non-refundable. Failure to fully pay for Registrations in a timely manner subjects Customer to cancellation of Registrations without further notice.

The duration of the Registration for any Netword is for one year from the date payment in full is received by Seller. Customer will be notified approximately sixty (60) days prior to expiration of Registration. At that time Customer may renew, at its option, for the second annual period at the then-standard pricing (the "tariff") for such Networds. Customer may later renew for subsequent annual periods at the tariff then offered by Seller. As long as Customer is in good standing with the Company, Customer at each renewal period will have the exclusive right of first refusal, at the then-current tariff, for Networds previously acquired by Customer.

Customer agrees that in order for the Company or its authorized agent to notify it of Registration expiration that it must notify the Seller of any changes in its contact information. Customer further agrees that it has a responsibility to maintain its own records as to expiration dates for its Registered Networds. Because of this Customer agrees not to hold Seller or Company liable for damages for any asserted failure to notify Customer of any Registration expiration date.

The Company has developed its internet navigation system in the expectation that it will be easy to use, that Networds used therein will be directed in a timely fashion to websites which are appropriate and pertinent to the meaning of the words incorporated within the Networds, and that both the Networds and website destinations will not offend general societal norms. The Company actively reviews all Registration applications as to these criteria; the results of such reviews potentially being a factor in the Company's acceptance or rejection of such Registration applications. Further, the Company randomly, or upon complaint, reviews website destinations of active Networds to the same end.

The Company retains sole right in its discretion to evaluate, judge, and act upon Networds and website destinations under the above criteria without additional notice to Customer.

Networds and websites are constrained or prohibited, as indicated in the List of Editorial Practice Violations, as included in this Section 5.

LIST OF EDITORIAL PRACTICE VIOLATIONS

5.1. Netword Violations

5.1.1. Networds with Disparaging Meanings: Networds may not carry dictionary definitions or vernacular meanings that are disparaging or otherwise offensive to major societal groups based upon religion, ethnicity, or nationality. Offensive Networds might include those with dubious double meanings, either in English or other major languages. Networds will be judged based upon the Company's good faith effort at identifying societal norms for word usage.

5.1.2. Networds That Violate Intellectual Property Rights, Inclusive of Trademarks: Networds may not violate intellectual property rights held by other parties. Trademarks may be used only (a) where they are held in equity by the Networds Customer or (b) where Customer is an authorized distributor or reseller of the trademarked product or service (subject to the rights of preemption of trademark owner as specified in Sections 7 and 8 of this Terms of Service Agreement), or (c) where the Customer has written approval of the owning party for such use. Use of celebrity names and names of recent historical figures as Networds are prohibited.

5.1.3. Governmental and Locational Names: Netword use of the names of governmental entities, political jurisdictions, and geographic locations are reserved for use directly by the governmental body with closest claim to such designation, as shall be judged by Company.

5.1.4. Networds That Interfere with Ownership Priorities of Others: The Terms of Service Agreement (Section 8) provides a list of parties who may have an interest in certain Networds and defines prioritization for ownership claims. Netword Customers may not violate these priorities.

5.1.5. Situations Where Use of the Netword May Cause Confusion: In general, Networds or Netword phrases need to have clear, unambiguous definitions. To the extent Networds might cause confusion among navigating web users they may be denied.

5.1.6. Other Netword Violations: There may be other situations where Networds will be denied. In such instances the Dealer and Customer will be given a clear explanation for the rationale behind the denial decision.

5.2. Website Violations

5.2.1. Websites That are Not Pertinent to the Meaning of the Netword: Networds are required to link to websites that are pertinent to their vernacular meanings. These websites also must be capable of delivering the product, service, or information implied by the definition of the Netword. If the Netword is not limited geographically then the website's provision of product or service likewise may not be geographically limited. The goal here is to provide a smooth and seamless navigating experience to the user.

5.2.2. Websites That Permit Intolerance: Websites may not contain racist, intolerant, or negative polemic (that which agitates) content. Websites will be judged based upon the Company's good faith effort at identifying all segments of societal norms for content and word usage.

5.2.3. Websites That Promote Illegal Activity: Websites that directly or indirectly promote illegal activity will be disapproved.

5.2.4. Websites That Violate Intellectual Property Rights, Inclusive of Trademarks: Websites that violate or potentially violate intellectual property rights will be disapproved.

5.2.5. Websites That are Absent or Incomplete: Websites must be substantially complete, fully featured, and capable of delivering the intended, product, service, or information in order to be approved. Websites with contact information only will be disapproved. "Referral only" sites will be evaluated for acceptability on a case-by-case basis.

5.2.6. Websites Used without Authority: Websites accessed by Networds must be owned or controlled by the Customer or used with the permission of the website owner. This does not apply to "temporary parking" of website referrals for a short time while the permanent website completes its development or is down for repair.

5.2.7. Websites with Spurious Links: Websites will not be approved if they contain obvious links to other websites that, if they were directly evaluated, would be cause for suspension or order cancellation.

5.2.8. Other Website Violations: There may be other situations where websites will be disapproved. In such instances the Dealer and Customer will be given a clear explanation for the rationale behind the disapproval decision.

Networds by definition redirect to websites or other Internet destinations. Since these sites are independent sites the Company has no control over them. In no instance will the Company endorse Netword-redirected sites per se, nor will it be responsible for any such site's content or for any goods or services which are available through them.

It is the policy of the Company to fully respect valid intellectual property rights. This includes those held in equity by third parties. Customer similarly agrees to respect these rights as it specifies and makes application for Networds. Upon demand by the Company, Customer must certify in writing that it is the legal owner of the trademarked names for which it is making Netword application. In some instances additional supporting documentation to confirm ownership may be required.

Customer agrees to indemnify Company Persons against claims of copyright infringement or similar intellectual property rights for its use of the Networds it has specified. In these instances Customer will hold the Company harmless and will assert an active defense of Company's interests at Customer's expense and in coordination with the Company.

The Company has established a regime which prioritizes those parties with potential application rights to Networds. This is detailed in Section 8.1 Registration Priorities. In some instances the Company may condition a Netword Registration upon an applicant's furnishing additional information confirming its identity, or an authorization from an entity enjoying a Registration Priority.

8.1 REGISTRATION PRIORITIES (listed from highest to lowest) are as follows:

(A) The names (in English and other languages that can be expressed within the Netword syntax) of member countries of the United Nations.

(B) The official, non-acronym names of the executive, legislative, and judicial branches of The United States.

(C) The names of international organizations, provided such names appear in Appendix C, International Organizations and Groups, of the current edition of The World Factbook published by the U.S. Central Intelligence Agency.

(D) The names of companies in Fortune Magazine's Fortune 500 and Global 500 lists, and BusinessWeek Magazine's Information Technology 100 list.

(E) The names of well-known living individuals, deceased Presidents of the U.S. and deceased heads of state.

(F) Entities holding trademarks, service marks, collective marks, certification marks, or registrations of words, letters or numerals, or any combination thereof, not depicted in special form (see 37 C.F.R. 2.51(e)) on the Principal Register of the U.S. Patent and Trademark Office shall have a right to register their marks as Networds and to transfer rights to those Networds to others without rights to such marks, provided that such Networds are

• composed of a corresponding sequence of characters;
• are character-for-character identical, without regard to character case;
• and each character of the registered mark is in a Netword character set.

(G) All applicants for Netword Registration not heretofor detailed in this Section 8.1.

8.2 PREEMPTION RIGHTS: Entities with higher Registration Priorities may preempt entities with lower Registration Priorities. However, if two entities enjoy the same level of Registration Priority, the first entity to register a Netword shall have priority.

8.3 NUMBERS: Networds identical to telephone numbers may only be registered by entities under whose names the telephone numbers are listed.

8.4 APPLICATIONS PROCESSING: Subject to the above listed Registration Priorities, applications for Netword Registrations will be processed on a first-come, first-TELEPHONE served basis.

9.1 INITIATING A CLAIM FOR REGISTRATION PRIORITY:

A Claimant may invoke the Registration Priorities by (i) a request that the Company apply the Registration Priorities which specifies the Netword and priority claimed; and (ii) delivering proof of the Claimant's status as a party entitled to a priority under the Registration Priorities. In the case of Registration Priority claim based on trademark registration, Claimant shall (iii) include a copy of its trademark registration, certified by the U.S. Patent and Trademark Office (see 37 CFR Sec. 2.33(a)(1)(viii)), if it is less than six (6) months old; and (iv) a certification by an authorized officer or principal of Claimant that the materials submitted to Company are accurate and complete. Upon Company's receipt of such materials, it will furnish the Netword Customer of the Netword at issue with copies of such materials and request a response within thirty (30) days.

9.2 PROCESSING A CLAIM FOR REGISTRATION PRIORITY:

9.2.1 If the Company does not receive a response from the Netword Customer to the Claimant's materials as described above, or it receives a response that does not demonstrate an equal or greater Registration Priority, the Company shall deactivate the disputed Netword and advise the Claimant and the previous Netword Customer of that action. After deactivation of a disputed Netword, the Company shall reserve the deactivated Netword for the Claimant, and Claimant shall have ten (10) business days to Register it.

9.2.2 If the Company receives a response to a Claimant's materials from a Netword Customer that includes documentation of an equal or greater Registration Priority, the Netword Customer shall retain its Registration and the Company will so inform the Claimant.

9.2.3 If the Company is advised that the Claimant and the Netword Customer have settled their dispute, the Company shall endeavor to accommodate reasonable requests from such parties. The Company shall have a right to charge such parties additional fees if the terms of the settlement agreement require a material effort by the Company.

9.3 ANY CLAIMANT'S CLAIMS NOT PROVIDED FOR UNDER THE REGISTRATION PRIORITIES SHALL BE SUBJECT TO BINDING ARBITRATION:

Any controversy, claim, or dispute arising out of a claim of Registration Priority that is not settled shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and in accordance with Title 9 of the U.S. Code (United States Arbitration Act), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9.4 VENUE FOR ENFORCEMENT OF ARBITRATION AWARD:

A Netword Customer agrees and acknowledges that the venue for enforcement of an arbitration award shall be the courts of the State of California, or the United States District Court for the District of California, Central Division, unless otherwise determined exclusively by Company or as directed in law.

9.5 INDEMNIFICATION CONCURRENT WITH CLAIMS

9.5.1 INDEMNIFICATION BY PRIORITY CLAIMANT: As a condition precedent to a claim for priority to a Netword under the Registration Priorities, a Claimant must agree, in writing, to defend, indemnify, and hold harmless Company Persons from and against all claims or expenses, including reasonable attorney's fees, related to a disputed Registration Priority claim.

9.5.2 INDEMNIFICATION BY A NETWORD CUSTOMER: As a condition precedent to the continuing use and Registration of a Netword that is subject to a Registration Priority claim by a third party, Netword Customer hereby agrees to defend, indemnify, and hold harmless Company Persons from and against any claims or expenses, including reasonable attorney's fees, related to any dispute pertaining to a Netword and/or a Registration Priority.

Customer represents and warrants:

• All representations are accurate and current to the best of Customer's knowledge.
• All Networds applied for by Customer comply with the terms and conditions specified in this Agreement.
• Websites to which Networds are directed are owned or controlled by Customer or, if not, Customer has the written permission of the owner of such sites to have traffic so directed.
• Customer will not modify any of the Netword technology or functionality.
• Customer will not subject visitors who have been directed to its websites through the Networds system to abnormal levels of post-visit advertising.
• Customer will not use or transmit any material that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

The Company reserves the right to amend the Terms of Service Agreement from time to time without notice. The Company's publishing of the amended Terms of Service Agreement on its website shall subject continuing Customers to the amended terms and conditions incorporated therein. In the event any Customer disagrees with any of the terms or conditions then such Customer shall promptly so notify the Company, in which case the Company will deactivate Customer's Networds for the remaining term of the Registration, without credit or offset to such Customer. In the case of disagreement and subsequent deactivation, the Terms of Service Agreement between the Company and the disagreeing Customer will terminate except as to surviving clauses relative to indemnification.

12.1 RIGHT OF THE COMPANY TO TERMINATE SERVICE

The Company reserves the right to terminate its Netword service at any time, in whole or in part, with or without specific cause.

12.2 EVENTS CAUSAL TO REVOCATION OF NETWORDS

The Company may revoke usage rights to Customer's Networds, in whole or in part, in the following events:

• At the request of any governmental entity or in the event continued usage violates any laws or governmental regulations.
• In the event that continued use violates any codicil herein, including Editorial Practice Violations.
• If the Company on a reasonable basis determines that continued use of such Networds subjects the Company, its affiliates, business partners, dealers, employees, or officers to tangible harm from criminal or civil liability or from other sources.
• If through continued use of such Networds the Company is put at risk of violating any agreement with third parties.

In these events of revocation the Company will have no obligation to refund any fees to Customer.

It is understood by the parties to this Agreement that Registration and use of Networds is a limited business arrangement which confers no rights to either party not specifically enumerated herein. Therefore, neither party confers to the other any equity rights in its business names, trademarks, brand names, or any goodwill resulting therefrom. This includes any goodwill associated with Networds and the Networds system, which will remain the property of the Company, barring any trademark constraints.

This Agreement is broadly available for execution by various parties seeking Netword Registration. Therefore, the terms and conditions detailed within this Agreement are not confidential.

In those situations where the Company has password access to Customer accounts, both the Company and Customer agree to use their best efforts to maintain the confidentiality of passwords. However, the Customer is responsible for any loss, liability, or charges resulting from the disclosure or use of passwords. If any unauthorized charges are made on, or through a Netword Customer's Company account, that Customer is responsible for such charges until the Company is notified of a breach of security by telephone or e-mail addressed to the Company's Customer Service Department, which provides the relevant information and authorizes the necessary steps to change a password.

The Company has a Privacy Policy concerning Customers, website visitors, and navigating web users. This policy can be viewed on the Company's main website.

In addition to the indemnities contained in Section 10 herein, Customer agrees to defend and indemnify and hold Company Persons from and against any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Customer's Registration, use, reference to, or advertising of a Netword or Customer's violation of any rights of another within the Netword system.

Minors may not register Networds; an individual must be at least eighteen (18) years of age to be a Netword Customer regardless of the age of majority within individual's particular state of residence.

LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES: NETWORD CUSTOMER ACKNOWLEDGES THAT ITS USE OF THE NETWORD SYSTEM, INCLUDING ITS DOWNLOAD AGENT, IS AT ITS SOLE RISK. COMPANY PERSONS PROVIDE NO WARRANTIES THAT THE NETWORD SYSTEM, INCLUDING ITS DOWNLOAD AGENT, WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, IT MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE NETWORD SYSTEM, PARTICULARLY AS TO ANY MINIMUM NUMBER OF VISITS WHICH MAY BE DELIVERED TO CUSTOMER'S WEBSITE(S) BY THE NETWORDS, OR THEIR ACCURACY, RELIABILITY, OR THE CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED BY THE COMPANY.

THE NETWORD SYSTEM, INCLUDING ITS DOWNLOAD AGENT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR CODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY COMPANY PERSONS SHALL CREATE A WARRANTY AND NETWORD CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE COMPANY, OR COMPANY PERSONS INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE NETWORD SYSTEM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM A NETWORD CUSTOMER'S USE OF, OR INABILITY TO USE THE NETWORD SYSTEM, INCLUDING ITS DOWNLOAD AGENT, INCLUDING, BUT NOT LIMITED TO, RELIANCE BY ANYONE ON ANY INFORMATION OR SERVICE OBTAINED VIA THE NETWORD SYSTEM, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE COMPANY'S RECORDS, PROGRAMS OR SERVICES. THE NETWORD CUSTOMER ACKNOWLEDGES THAT THIS PARAGRAPH APPLIES TO ALL CONTENT, MERCHANDISE, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE NETWORD SYSTEM. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN THOSE STATES THE COMPANY'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE PROGRAM MATERIALS, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY, OR COMPANY PERSONS FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, EXCEED THE AGGREGATE DOLLAR AMOUNT PAID TO THE COMPANY BY A NETWORD CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING ANY CLAIMED INJURY, OR DAMAGE.

THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES ARE FOR THE BENEFIT OF THE COMPANY AND COMPANY PERSONS, WHO SHALL HAVE A RIGHT TO ASSERT AND ENFORCE THOSE PROVISIONS ON THEIR OWN BEHALF.

The Netword Logo, Company Logo, technical usage guidelines, graphic files, video or audio clips, buttons, software, HTML code, and associated documentation (collectively "Program Materials") are owned or held in license by the Company. Any reproduction or redistribution of those Materials or reverse engineering not in accordance with the terms and conditions contained herein is expressly prohibited. Use and possession of the Program Materials are governed by these terms and conditions.

19.1 CUSTOMER MAY

a. Use the Netword and/or Company Logo on its website(s);

b. Use and possess Program Materials solely to participate in the applicable Company programs;

c. Use Program Materials in the form provided by the Company; and

d. Accurately reference the Company's products, services, copyrights and trademarks at its website(s).

19.2 CUSTOMER MAY NOT

a. Extend, resize, reproportion, recolor, or animate any Program Materials, or otherwise alter, enhance, patch or modify them;

b. Use Program Materials as a feature, or design element of any other logo, graphic, button, page or other visual element not expressly supplied or authorized by the Company;

c. Modify, translate, reproduce, rent, lease, publish, distribute, sub-license, loan, copy, donate, or transfer any rights in the Networds system to any person or entity;

d. Use Program Materials on a website that disparages the Company, or the Netword System, infringes any of the Company's intellectual property, or other rights, or violates state or federal law;

e. Make inaccurate reference to the Company, or its products or services; or

f. Use Program Materials in any manner that implies sponsorship, endorsement, or license of Customer's website(s) by the Company.

19.3 CUSTOMER MUST

a. Acknowledge on legal notices displayed on its website(s) that the Program Materials are the Company's copyrighted, or trademarked property;

b. Use the Program Materials and promptly update its website(s) with any revised versions, upon notice from Company of the availability of such updates;

c. Ensure that titles, logos and other visual elements on its website(s) are at least as prominent as the Program Materials used therein;

d. Ensure that the Program Materials appear by themselves, with a minimum spacing of one line, two characters, or 30 pixels between each side of the Program Materials and other visual elements on their webpages; and

e. Ensure that the Program Materials, where applicable, link directly to any sites specified in those Materials, and are used in accord with the technical usage guidelines contained therein.

This Agreement may be complemented by the contemporaneous execution of a Netword Order Form (whether in paper or electronic formats) from an authorized Seller, with such Order Form detailing Networds that are being Registered with the Company. Such Order Form may list a summary of the terms and conditions that are provided in greater detail in this Agreement. Other than for such contemporaneous Order Form, this Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between Customer and the Company. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of this Agreement. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

This Agreement shall be governed by the laws of the State of Delaware applicable to contracts made and to be performed in that state. Any cause of action against the Company, or Company Persons related to Netword Registrations, or Company policy must be commenced within one (1) year after such cause of action arises, or it will be barred, unless such rights are otherwise extended by law.

END. Date of Revision: 10.07.05