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ADVERTISER'S TERMS AND CONDITIONS AGREEMENT

THIS ADVERTISER'S TERMS AND CONDITIONS AGREEMENT, hereinafter referred to as AGREEMENT, is made and entered into between, Traffic Needs, hereinafter referred to as Traffic Needs and the company/individual identified in the insertion order, hereinafter referred to as ADVERTISER, and all collectively referred as "PARTIES". The date of the agreement is effective the date the insertion order is signed by the advertiser.

RECITAL

This AGREEMENT pertains to the publishing and/or placement of Internet/World Wide Web media advertisements, as designed by ADVERTISER, or Traffic Needs, and if applicable, its agent as agreed upon in writing/e-mail, within the Traffic Needs network of properties/web sites, its designees, associates and/or publishers properties/websites. The foregoing Terms and Conditions for Internet Advertising for media buys is intended to outline Traffic Need's standards and requirements for conducting business. This document is intended to accompany and be interpreted with a specific insertion order, and represents a joint understanding and agreement of the parties with respect to the subject matter of this agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, the parties hereto agree as follows:

ARTICLE ONE

TERMS OF AGREEMENT

1.01 Parties: This AGREEMENT is between Traffic Needs, a California DBA, and any of its designated publishers, hereinafter referred to as Traffic Needs, with its principle place of business located at 1231 East Dyer Road, Suite 255 , Santa Ana , CA 90404 , United States of America , and company/individual identified in the insertion order hereinafter referred to as ADVERTISER.

1.02 Insertion Order: This AGREEMENT is being executed in connection with an insertion order (IO). The applicable insertion order is incorporated herein by reference, and the terms of the AGREEMENT are hereby incorporated into the applicable insertion order by reference. In the event of any inconsistency between the applicable insertion order and the AGREEMENT, the applicable insertion order shall control. NO TERM OR CONDITION PLACED BY ADVERTISER IN AN APPLICABLE INSERTION ORDER SHALL BE BINDING UPON Traffic Needs, UNLESS EXPRESSLY AGREED TO IN WRITING BY Traffic Needs.

1.03 Services: Traffic Need's exclusive obligation is to display creative media advertisements, which said advertisements shall be provided by the ADVERTISER, within Traffic Need's network of properties according to the specifications set forth in the applicable insertion order. Except as otherwise expressly provided in the applicable insertion order, positioning of the media advertisements within Traffic Need's network of properties is at the sole discretion of Traffic Needs.

(a) "Media Advertisements" is defined as all creatives, including but not limited to banners, text or graphic links, pop-ups, emails and newsletters or any other similar creatives. Unless otherwise provided in the applicable insertion order, ADVERTISER acknowledges that Traffic Needs has not made any guarantees with respect to delivery and/or media placement. Additionally, except as otherwise expressly provided in the applicable insertion order, Traffic Needs is not obligated to provide any creative or design services to ADVERTISER. Throughout the term of this AGREEMENT, Traffic Needs may display media, which may, at any time be changed, modified or optimized at Traffic Need's discretion.

It is the Advertiser's obligation to submit advertising materials (defined as artwork, active URL's and active target site) in accordance with Traffic Need's criteria or specifications. Traffic Needs, in its sole discretion, reserves the right not to publish or place any media advertising at any time. Traffic Needs reserves the right to reject any media advertising. This AGREEMENT is not enforceable until accepted by Traffic Needs. Failure by Traffic Needs, to publish or place any requested media advertisement does not constitute a breach of contract, or otherwise entitle ADVERTISER to any legal remedy. ADVERTISER agrees that it assumes all risks of loss/damage with any placement by Traffic Needs.

Final technical specifications, as agreed upon, must be submitted to Traffic Needs within five (5) business days of receipt of the IO. Changes to the specification of the ad units purchased after that period will allow ADVERTISER to (i) send revised creative, (ii) immediately cancel the remainder of the buy or (iii) request that Traffic Needs resize the ad unit at Traffic Need's cost, and with final creative approval of the ADVERTISER, within a reasonable time period to fulfill the guaranteed levels of the IO.

1.04 Term: Traffic Needs shall use commercially reasonable efforts to have the advertisements commence on the start date provided in the applicable insertion order, and unless terminated as provided herein, said services shall remain in effect for the term set forth in the applicable insertion order. Traffic Needs, in its sole discretion, reserves the right to extend the advertising campaign period to satisfy and deliver the Internet media advertising as set forth in the applicable insertion order.

1.05 Cancellation: ADVERTISER may not cancel any advertisement ordered unless otherwise stated in the applicable insertion order. If ADVERTISER cancels advertising during the term of the advertising campaign, monies paid by advertiser will be refunded less pro rated CPA, (cost per action), deliveries/action/click-throughs from the advertising order as specified in the insertion order. All cancellations require a written notice to be served upon Traffic Needs, within ten (10) days of the noticed cancellation date. It takes minimally 3 business days for the running/display of an advertisement to be canceled. Any and all advertisements delivered during the period of 3 business days that the campaign is being cancel will be billed to the ADVERTISER.

1.06 Reporting: Counting and tracking of media advertisements shall be based on Traffic Need's internal reporting counting and/or tracking procedures. Billing will be off advertiser reporting figures if those numbers are higher than Traffic Need's. In accordance with the applicable insertion order, Traffic Needs shall use its commercially reasonable efforts to deliver no less than the number of click-throughs, leads, sales, or impressions set forth therein.

1.07 Content: Traffic Needs shall display on publisher web sites or emails lists, the media advertisements provided by ADVERTISER on the web sites and shall be delivered in good faith on web sites or e-mail lists or other sites as specified by Traffic Needs without guarantee of exclusivity, or of placement within the publisher's web site or e-mail Traffic Needs will not accept, and to the best of its knowledge, will not place media advertisements on any web sites that contain, or provide links to:

a. Nudity, pornography, and sexual material of a lewd or obscene nature and intent, or that violates local, state, national and/or international laws;

b. Any material that violates or illegally infringes in any way upon the rights of others including, without limitation, copyright or trademark rights; including but not limited to "warez" (copyrighted software that is distributed illegally), "mp3" files of copyrighted music, copyrighted photographs, text, video or artwork.

c. Any material that is threatening, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, harmful, libelous, indecent, or otherwise objectionable (including, but not limited to, posting the private information of other parties);

d. Content that promotes, encourages, or provides instructional information about illegal activities (such as "hacking", "cracking", or "phreaking");

e. Any software, information or other material that contains code, corrupted data, or any other harmful or damaging component designed to damage or impair the operability of computer systems;

f. Hate propaganda or hate mongering, swearing, or fraudulent material or activity; and,

g. Content that promotes, encourages, invites, uses, provides, or otherwise engages in placing or receiving a bet or wager or any other activity that meets the legal or regulatory requirements for unlawful gambling, or sending, receiving, or inviting information assisting in the placing of a bet or wager or any other activity that meets the legal or regulatory requirements for unlawful gambling.

h. Any material of any kind or nature that is in violation of the federal Can Spam Act of 2003.

1.08 Ad Placement and Positioning: Traffic Needs will use its best efforts to substantially comply with the IO, including all ad placement restrictions, so that it is consistent with the specifications within the IO, and with the advertisement as provided by ADVERTISER. ADVERTISER hereby acknowledges that Traffic Needs does not control ad placements, etc., and cannot guarantee ad placements, etc.

1.09 Trademark License: ADVERTISER retains all right, title and interest in and to the ADVERTISER site, its trademarks, service marks and trade names worldwide. ADVERTISER warrants and represents it is authorized to publish the entire Media Advertisement/content and subject matter contained therein. ADVERTISER agrees to indemnify, defend, and hold Traffic Needs, harmless from any and all liability for claims or suits for libel, defamation, violation of rights of privacy, plagiarism, attorney's fees, trademarks, copyright infringement, content (including text, illustrations, representatives, sketches, maps, labels, or any other copyrighted matter) of advertisements printed or unauthorized use of any person's name or photograph, arising from Traffic Needs, reproduction and publishing of such listing pursuant to ADVERTISER'S submission. ADVERTISER grants Traffic Needs a non-exclusive limited license to use, market, display, perform, copy, transmit, and promote its trademarks, service marks and trade names only in connection with publishing or placing media advertisements on behalf of ADVERTISER and performing its other advertising and promotional obligations set forth herein. All such use shall be in accordance with the ADVERTISER'S policies regarding trademark usage as provided to Traffic Needs by ADVERTISER.

1.10 Non-Circumvent: During the term of this Agreement and for a period of six months beginning on the end date of the Campaign, ADVERTISER may not contact Traffic Need's publishers directly or indirectly (e.g. through an advertising agency or other similar competing advertising network) to solicit the business of said publishers. In the event of the circumvention, directly or indirectly, Traffic Needs shall be entitled to a legal monetary compensation equal to the maximum fee it should have realized, for a six month period, from such a transaction plus any and all expenses, including attorney fees, incurred to enforce this provision for a period of 6 months. Advertiser may not accept any advertising business from publishers for products and services substantially similar to those in the insertion order or in the Advertisements. Advertiser will maintain complete confidentiality regarding Traffic Need's business sources.

1.11 Payment Terms: All campaigns for advertising must be either paid in full, a deposit made or credit terms extended before a campaign is implemented. We accept payment by wire transfer, check, money order or cashiers check. All payments must be made payable to Traffic Needs. Please allow 5 business days for the campaign to begin from the date we receive payment if the campaign is prepaid.

a. Credit: In the event that an advertiser is extended credit, the payment terms will be Net 7 days upon delivery of advertisements from the time period specified in the Special Requirements section of the IO.  All advertisers must provide a minimum of three current trade references and one current banking reference. All credit applications will be thoroughly reviewed and decisions to extend credit terms will be based solely on the advertisers past payment status with other companies, banking history and financial status. If a campaign is stopped or delinquent, Traffic Needs has the right to authorize payment at their own discretion in accordance to the agreement, unless otherwise stated in writing and agreed upon by both parties. Delinquent payments (those not paid when due) are subject to a late fee equal to eighteen percent (18%) per annum, or the maximum rate allowed by law, if such maximum rate is less than eighteen percent (18%), plus reasonable attorneys fees and/or other collection costs as may be determined by Traffic Needs in its sole discretion.

1.12 Force Majeure: Neither party shall 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 such event, Traffic Needs shall make every reasonable effort within 5 business days, to recommend a substitute transmission for the Advertisement or time period for the transmission. If no such substitute time period or make good is acceptable to ADVERTISER, Traffic Needs shall allow ADVERTISER a pro rata reduction with regard to the space, time and/or program charges in the amount of money assigned to the space, time and/or program charges at time of purchase. ADVERTISER acknowledges that it is responsible for all actions notwithstanding any delay or default in performance. ADVERTISER shall have the benefit of the same discounts that would have been earned had there been no default or delay. To the extent that a force majeure has continued for five (5) business days, Traffic Needs has the right to cancel the media advertisement.

1.13 Indemnification: Advertiser shall defend, indemnify, and hold harmless Traffic Needs and its respective agents, publishers, subsidiaries, directors, officers, and employees against any loss relating to or arising out of ADVERTISER'S product or the content of any Advertisement delivered accurately, including but not limited to materials that violate the right of a third party; materials that are defamatory or obscene; or materials that would constitute a criminal offense.

1.14 Warranties: Traffic Needs represents and warrants that the Traffic Needs has all necessary permits, licenses, and clearances to operate the Traffic Need's website and post all content contained therein or as given for use outside the site. ADVERTISER represents and warrants that the ADVERTISER has all necessary licenses and clearances to use the content contained in their advertising material. All parties' performances hereunder will be in compliance with all applicable laws, rules and regulations.

1.15 Entire Agreement: These terms and conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.

1.16 Miscellaneous: In the event of any inconsistency between the terms of an IO and these terms and conditions, the terms of the IO shall prevail. The laws of the State of California shall govern these terms and conditions and the IOs and all parties hereto consent to the jurisdiction of the courts of California to resolve any and all disputes that may exist hereunder.   No modification of these terms and conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.