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TradeLion.com Sponsor Program Agreement

TRADELION.COM™ SPONSOR PROGRAM AGREEMENT

This TRADELION.COM SPONSOR PROGRAM™ Agreement (the "Agreement") is entered into this _______ day of ________________, 20___, between TradeLion.com, Inc.™ ("TradeLion™"), a company incorporated under the laws of Costa Rica, with its U.S. forwarding address located at 1601 N.W. 97th Avenue, Miami, Florida 33102, and ___________________________________ (the "Sponsor"), a company incorporated under the laws of the State of ______________, with its principal office located at ____________________________________________ (together referred to as the "Parties").
RECITALS

WHEREAS, the Sponsor has repeatedly rented the international business mailing database of TradeLion.com™'s parent company, Global Services Foundation, Inc., over the last nine years; and

WHEREAS, TradeLion.com™ uses the leverage of the Internet to continue the business mission of Global Services Foundation, Inc., to provide strategic global trade marketing, management and financing options, including the provision of trade leads; and

WHEREAS, TradeLion.com™ seeks to strengthen, improve and update the relationship between the Sponsor and Global Services Foundation, Inc., to the extent that relationship raised Internet-related business issues; and

WHEREAS, Sponsor is in the business of ________________________________
_______________________________________________________________________.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

AGREEMENT

I.	DEFINITIONS.

A.	"Clickthrough" shall mean a viewer or customer using an input/output device, such as a mouse, to click on a Mark or an advertising banner on a Web site and thereby be directed to another Web site.

B.	"Confidential Information" shall mean information and/or materials bearing the legend "Confidential" or "Business Proprietary" or information, whether in written, electronic or oral form, obtained or disclosed directly or indirectly which concern, without limitation, the business, plans, customers, contact lists, technology or products used by TradeLion™ or the Sponsor.

C.	"Day" shall mean regular business day, and unless otherwise specified, shall exclude weekends, federal holidays, and any widely recognized religious holiday in the United States of America.

D.	"Impression" shall mean the serving up to an end user of content on a particular web page within a Web site.

E.	"Launch Date" shall mean the date on which TradeLion™.com becomes available for general public use.

F.	"Mark" shall mean that trademark, servicemark, or registered trademark or servicemark of each Party which is the subject of this Agreement, and which is attached hereto both as a graphic image and in HTML or other programming code, at Attachment A.

II.	LIMITED CROSS LICENSE.  The Parties agree to the following limited cross license of Marks.

A.	Neither Party grants to the other any title, interest or other rights in any Mark under this Agreement.  Each Party hereby warrants that it is the owner of the respective Mark it describes at Attachment A.

B.	TradeLion™ grants Sponsor a non-exclusive, nontransferable license to display TradeLion's™ Mark on Sponsor's Web Site, for the purpose of directing web traffic to TradeLion™.  Sponsor shall use TradeLion's™ Mark consistent with proper trademark usage and any guidance or instructions from TradeLion™.  Sponsor shall not alter or modify TradeLion's™ Mark, in whole or in part, or use it in any manner deemed in the sole discretion of TradeLion™ to tarnish the Mark.  Sponsor shall immediately change or discontinue any TradeLion™ Mark use as requested by TradeLion™.

C.	Sponsor grants TradeLion™ a non-exclusive, nontransferable license to display Sponsor's Mark on TradeLion's™ Web Site, for the purpose of directing web traffic to Sponsor.  TradeLion™ shall use Sponsor's Mark consistent with proper trademark or service mark usage and any guidance or instructions from Sponsor.  TradeLion™ shall not alter or modify Sponsor's Mark, in whole or in part, or use it in any manner deemed in the sole discretion of Sponsor to tarnish the Mark.  TradeLion™ shall immediately change or discontinue any Sponsor Mark use as requested by Sponsor.

D.	Each Party hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including the right of each Party to authorize or license use of its Mark or any other trademarks or names containing the Mark of the respective Party, to any third party for use in connection with any goods and services, including, but not limited to, the provision of strategic global trade marketing, management and financing options and the provision of trade leads.

III.	HYPERLINKING.  Each Party permits the other to hyperlink to the each other's homepage through a separate window which will pop-up on the user's browser.  That is, after a user clicks on the Mark of the Party to be visited, a new window will open in the user's browser, displaying the homepage of the Party to be visited; the host's Web site shall remain in a separate window in the background.  Neither Party grants the other permission to employ "framing" techniques, in which the Web site of the Party being visited by a customer is framed within the Web site of the Party hosting the customer.

IV.	REVENUE SHARING AND REPORTING.

A.	Sponsor shall pay TradeLion™ two and one-half cents (2.5�) for each clickthrough made on Sponsor's Mark from TradeLion's™ Web Site.  Sponsor shall pay TradeLion™ ten percent (10%) of the sales price of each good or service purchased by a customer while visiting Sponsor's Web Site, and being hosted on TradeLion's™ Web Site.  The "sales price" as used in the preceding sentence shall be the price at which the good or service is sold, excluding any applicable sales tax.

B.	TradeLion™ shall pay Sponsor two and one-half cents (2.5�) for each clickthrough made on TradeLion's™ Mark from Sponsor's Web Site.  TradeLion™ shall pay Sponsor ten percent (10%) of the sales price of each good or service purchased by a customer while visiting TradeLion's™ Web Site, and being hosted on Sponsor's Web Site.  The "sales price" as used in the preceding sentence shall be the price at which the good or service is sold, excluding any applicable sales tax.

C.	In order to track sales of goods and services subject to this section of the Agreement, Parties will coordinate and cooperate in properly coding their end users, as well as their goods and services, in a mutually acceptable and reasonable manner to be determined by consultations among the Parties' designated technical implementations team directors.

D.	Every three months after the Launch Date, TradeLion™ and Sponsor shall calculate the revenues due and owing under this Agreement, by exchanging statements of revenue booked from clickthroughs and sales made which are subject to this Section IV.  The Parties will consult and agree upon a payment mechanism, such as through a Paypal business account, www.paypay.com, or another mutually convenient payment solution.

E.	This Section IV is subject to refinement as the Parties may from time to time agree, and as contemplated in Section IX of this Agreement.

V.	PRODUCT SAMPLE PROGRAM.

A.	Program Description.  Sponsor shall be invited to advertise samples of products of its choice, in the nature of a limited number of issues of a publication (e.g., a trial subscription), to TradeLion's™ Product Sample Program (the "Program").  TradeLion™ shall advertise these samples to new registrants of its Web Site.  If a TradeLion™ registrant who, having viewed such advertisements, selects those of Sponsor, TradeLion™ shall transmit to Sponsor the contact information provided by the registrant to TradeLion™.  Sponsor shall promptly deliver the samples requested to registrant at no charge (that is, no charge for the sample(s) nor for shipping and handling of the sample(s)) to registrant.  Sponsor shall not charge TradeLion™ for the provision of samples, or any shipping, handling or other associated costs of providing the samples to registrants who participate in the Program.  TradeLion™ shall not charge Sponsor for Sponsor's participation in the Program.  TradeLion™ retains the sole, exclusive and unlimited right to modify, cancel, or discontinue the Program at any time and for any or no reason.  TradeLion™ may, at its sole and exclusive discretion, modify, limit, or cancel Sponsor's right to participate in the Program.

B.	License of Registrant Information.  Sponsor shall have a non-exclusive, royalty-free, worldwide, irrevocable and perpetual license to retain, use and reproduce for all purposes consistent with TradeLion's™ Privacy Policy as posted on its Web Site and not prohibited by law, registrant information obtained through the Program.  TradeLion™ shall have non-exclusive, royalty-free, worldwide, irrevocable and perpetual license to retain, use and reproduce for all purposes consistent with TradeLion's™ Privacy Policy as posted on its Web Site and not prohibited by law, registrant information obtained through this Program.

VI.	GENERAL REPORTING AND AUDIT RIGHTS.

A.	Reporting.  Within fifteen (15) days after the end of each month during the term of this Agreement:  (i) Sponsor shall provide TradeLion™ with an access log report in common log format, substantially in the form set forth at Attachment B of this Agreement, describing the total number of hits on Sponsor's Web Site and page impressions for each of the pages on which TradeLion's™ logo appears on Sponsor's Web Site, as well as the total number of clickthroughs from Sponsor's Web Site to TradeLion's™ Web Site, and such other tracking information as the Parties shall mutually agree; and (ii) TradeLion™ shall provide Sponsor with an access log report in common log format describing the total number of hits on TradeLion's™ Web Site and page impressions for each of the pages on which Sponsor's logo appears on TradeLion's™ Web Site, as well as the total number of clickthroughs from TradeLion's™ Web Site to Sponsor's Web Site, and such other tracking information as the Parties shall mutually agree.  It is understood and agreed that all reports and statements generated from this section of the Agreement shall constitute Confidential Information, whether or not they are in fact so labeled.  The Parties will each use a generally accepted reporting system, such as Statistics Server Live Stats 5.0 from MediaHouse Software, http://www.mediahouse.com/statisticsserver/, which permits real time reporting and can track data and generate reports on a variety of metrics.

B.	Audit rights.  Each Party shall retain complete, clear and accurate records regarding its activities under this Agreement.  Each Party shall have the right, upon no less than thirty (30) days prior written notice to the other Party, to cause an independent Certified Public Accountant to inspect and audit, during the other Party's normal business hours and in such a way as to not cause undue and unreasonable interruption of the other Party's regular business operations, all relevant records of the other party upon which revenue under this Agreement is generated, including the access logs.  The costs of such audit shall be paid by the auditing Party provided, however, that if said inspection shall reveal an error in excess of ten percent (10%) in monies due to the other party or an error in excess of ten percent (10%) in traffic to the Web site, the party being audited shall pay for the audit.  The audit rights as described herein shall continue for six (6) months after the expiration or termination of this Agreement.  Each Party shall perform an audit no more than once per year; provided, however, that if any such audit reveals an error in excess of ten percent (10%) as described above, the auditing Party may perform quarterly audits thereafter.  Neither Party may audit any one report or statement more than once.  It is understood and agreed that all reports and statements generated from this section of the Agreement shall constitute Confidential Information, whether or not they are in fact so labeled.

VII.	LION'S DEN TRADING HUB™.

Sponsor shall have the right to join and access, without a membership fee, the Lion's Den Trading Hub™, which is TradeLion's™ electronic marketplace.  If Sponsor chooses to join this electronic marketplace, it will be subject to the separate terms and conditions of the Lion's Den Trading Hub™ membership agreement.  TradeLion's™ Web Site provides information about how to join the Lion's Den Trading Hub™ and obtain a copy of the membership agreement.
	
VIII.	WARRANTIES.

A.	Title.  TradeLion™ and Sponsor each warrant that (i) each has the right to perform its services and business as referenced in this Agreement (including the Recitals section hereof) (ii) such performance does not infringe on any third parties' proprietary or personal rights, (iii) each Party owns or licenses all rights, title and interest in and to the respective technology underlying production of its services and (iv) there are no pending or threatened lawsuits concerning any aspect of the technology underlying the services of each respective Party.

B.	Performance.  Each Party warrants that its services will function substantially in accordance with the specifications set forth in this Agreement and as the Parties may determine from time to time.  In any given twenty-four hour period during the term of this Agreement, each Party shall use all reasonable commercial efforts to have an uptime of at least ninety nine percent (99%) exclusive of industry standard downtime for maintenance, provided that such downtime not occur at peak traffic times.  Each Party shall repair any malfunctions of its services within a reasonable period, generally not to exceed three (3) days after notice by the other Party of such condition.

C.	Sponsor warrants that it is not in a jurisdiction in which this Agreement would constitute a legally binding agency, partnership, joint venture, franchise or other similar association relationship with TradeLion™.

D.	Disclaimer.	THE WARRANTIES PROVIDED BY THE PARTIES HEREIN ARE THE ONLY WARRANTIES PROVIDED BY THE PARTIES WITH RESPECT TO THE SERVICES THEY OFFER.  SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES BY THE PARTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IX.	INDEMNITY.

A.	Sponsor's Indemnity.  Sponsor shall indemnify, hold harmless, and, at TradeLion's™ request, defend TradeLion™ from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) relating to Sponsor's business services (including any claims of infringement of a valid trademark, copyright or trade secret), Sponsor's Web Site content, and any material to which users can directly link through Sponsor's Web Site, or other information supplied by Sponsor.  Sponsor will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement which are attributable to such claim provided that (i) TradeLion™ promptly notifies Sponsor in writing of any such claim; and (ii) TradeLion™ cooperates with Sponsor, at Sponsor's expense, in defending or settling such claim.  TradeLion™ may select its legal counsel in defense of any claims, liabilities, losses, damages, expenses or costs covered under this paragraph.

B.	TradeLion's™ Indemnity.  TradeLion™ shall indemnify, hold harmless, and, at Sponsor's request, defend Sponsor from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) relating to TradeLion's™ business services (including any claims of infringement of a valid trademark, copyright or trade secret), TradeLion's™ Web Site content, and any material to which users can directly link through TradeLion's™ Web Site, or other information supplied by TradeLion™.  TradeLion™ will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement which are attributable to such claim provided that (i) Sponsor promptly notifies TradeLion™ in writing of any such claim; and (ii) Sponsor cooperates with TradeLion™, at TradeLion's™ expense, in defending or settling such claim.  Sponsor may select its legal counsel in defense of any claims, liabilities, losses, damages, expenses or costs covered under this paragraph.

C.	Limitation of Liability.  IN NO EVENT WILL TRADELION™ BE LIABLE TO SPONSOR FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT TRADELION™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TRADELION'S™ TOTAL LIABILITY TO SPONSOR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO AND SHALL NOT EXCEED TWO THOUSAND DOLLARS ($2,000).

X.	TERM AND TERMINATION.  This Agreement commences on the date set forth above, regardless of the date(s) on which it was actually executed by the Parties, and shall remain in effect for the term of twelve (12) months.  This Agreement automatically renews for successive twelve-month terms, unless either Party notifies the other Party in writing, at least thirty (30) days before the end of the term, of its election not to renew.  Either Party may terminate this Agreement before the end of a term by giving the other Party thirty (30) days prior written notice based on any of the following:

A.	The other Party's failure to comply with any term of this Agreement within thirty (30) days after written notification;

B.	The other Party's insolvency or the filing of any proceeding by or against that Party seeking relief from creditors;

C.	Mutual agreement of the Parties;

D.	This Agreement is found to constitute a legally binding partnership, joint venture, franchise or other association relationship between TradeLion™ and Sponsor.

XI.	START-UP BUSINESS.  The Parties confirm and acknowledge to each other that (i) the TradeLion Sponsor Program™ is a new and developing business; (ii) certain of the detailed provisions of this Agreement may require amendment or modification as the Parties gain operating experience; and (iii) the Parties will work together in good faith and fair dealing to mutually agree upon such amendments or modifications as may be necessary and appropriate in view of the foregoing, consistent with the procedures of this Agreement set forth in the Paragraph concerning General Provisions below.  In particular, if the Parties find that there is a large and on-going discrepancy in the total number of hits and page impressions revealed from the log reports exchanged between them, they agree to modify the revenue sharing model provisions of Section IV in a mutually acceptable and equitable manner, using the existing model as the baseline for revenue sharing, which presumes that the Parties each have a comparable number of both Web site hits generally, and page impressions for each of the pages on which the logo of a Party appears.

XII.	EQUITABLE REMEDIES.  The Parties agree that it is impossible to measure in money the damages which will accrue to one party if the other breaches or threatens to breach any of the covenants, agreements or obligations set forth in this Agreement.  Accordingly, if any action or proceeding is commenced by or on behalf of one Party to enforce any of the provisions contained in this Agreement, the Party accused of breach hereby waives the claim or defense that the injured Party has an adequate remedy at law or has not been or is not being irreparably injured by such breach or threatened breach, and the Party accused of breach will not raise such claim or defense in any such action or proceeding.  The Party accused of breach further agrees that the injured Party shall be entitled to temporary and permanent injunctive relief to restrain any breaches or further violations of this Agreement, and waives any otherwise applicable requirements for the injured Party to post bond; and the Party accused of breach further agrees that this right to injunctive relief shall be in addition to any and all other remedies and damages, including, without limitation, court costs and reasonable attorneys' fees.  All rights conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently.

XIII. 	CONFIDENTIAL INFORMATION.

A.	A Party receiving Confidential Information agrees (i) that it is claimed to be a trade secret of the other Party, (ii) not to disclose it to any third party or use any of such Confidential Information for any purpose except as necessary and consistent with the terms of this Agreement, (iii) to limit the use of and access to such Confidential Information to such employees who have a need to know such Confidential Information, (iv) that it will promptly notify the other Party in writing of any unauthorized disclosures and/or use thereof.  The aforementioned notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties involved therewith.

B.	A Party shall have no obligation as to Confidential Information that (i) is provided in a tangible form and not labeled as confidential or proprietary (unless the information is of a type explicitly identified elsewhere in this Agreement as Confidential Information), or if provided orally, is not designated as confidential or proprietary at the time of disclosure, (ii) is known to the receiving Party at the time of disclosure, as evidenced by documentation in the receiving Party�s possession at the time of such disclosure, (iii) is independently developed by the receiving Party (provided the receiving Party can show that such development was accomplished by or for the receiving Party without the use of or any reference to Confidential Information), (iv) becomes rightfully known to the receiving Party from another source without restriction on subsequent disclosure or use, (v) is or becomes part of the public domain through no wrongful act of the receiving Party, or (vi) is rightfully owned and furnished by the disclosing Party to a third party without a similar confidentiality restriction.  A receiving Party may disclose Confidential Information pursuant to any competently authorized judicial or governmental request, requirement or order, provided that the receiving Party takes reasonable steps to give the disclosing Party sufficient notice to contest such request, requirement or order and/or to seek a protective order therefore.

C.	Any information supplied by users of TradeLion's™ Web Site during the registration process for its services (as defined in TradeLion's™ Terms of Use, which is found at www.TradeLion.com. and which is fully incorporated herein), and any information collected about users in the course of using TradeLion's™ Web Site ("User Data"), shall be the sole and exclusive property of TradeLion™, and shall be Confidential Information of TradeLion™.  Sponsor is strictly prohibited from selling or disclosing User Data to third parties in any manner inconsistent with TradeLion's™ Privacy Policy Statement (which is found at www.TradeLion.com. and which is fully incorporated herein), and in any event, without the prior written consent of TradeLion™.

D.	In the event of an unauthorized use, reproduction, distribution or disclosure of any Confidential Information, the Parties agree that the disclosing Party will not have an adequate remedy at law.  Therefore, injunctive or other equitable relief may be appropriate to restrain such use, reproduction, distribution or disclosure, as detailed in the section of this Agreement on Equitable Remedies.  As used in this paragraph, the "disclosing Party" is that Party which is the rightful owner of the Confidential Information at issue, and was not responsible for the unauthorized use, reproduction, distribution or disclosure of such Confidential Information.

E.	Upon termination or expiration of this Agreement, each Party will promptly return to the other Party such Party�s Confidential Information in its possession or control, or take such other action as mutually agreed to certify return or destruction of the Confidential Information.

XIV.  GENERAL PROVISIONS.

A.	Assignment.  Neither Party shall assign any of the rights or obligations under this Agreement without prior written consent, which shall not be unreasonably withheld, of the other Party.  This Agreement may be appropriately assigned where a Party is acquired by, merges with or sells its rights to and interest in its Web site to another entity.

B.	Notices.  All notices under this Agreement are to be sent by registered mail, facsimile or expedited courier service to the address below or to any other address as the Party may designate:

TradeLion™:

Emory B. Miles
		President,
		TradeLion.com, Inc.™
		1601 N.W. 97th Avenue
		Miami, Florida 33102-5331
		Facsimile: (800) 395-6421

Sponsor:

_______________________________

Facsimile: ______________________

C.	Entire Agreement and Amendment.  This Agreement, along with the TradeLion™ Terms of Use Agreement and the TradeLion™ Privacy Policy Statement, which are fully incorporated by reference herein and are an integral part hereof, and valid amendments to any of the foregoing, set forth the entire understanding of the Parties with respect to the subject matter of this Agreement and supersede any prior or contemporaneous agreements or understandings, whether written, electronic or oral, which may have existed between the Parties on such subject matter.  This Agreement will not be varied, amended, or supplemented except as described in the following sentence.  No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless made in a writing which makes specific reference to this Agreement, describes whether this Agreement is superseded in whole or in part (and if in part, specifies by paragraph number which provisions of this Agreement are superseded), and is signed by the Parties to this Agreement.

D.	Governing Law.  This Agreement is to be construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions.  Any claim or cause of action arising out of this Agreement shall be submitted to the exclusive jurisdiction of the courts located in Broward County, Florida, and each Party consents to personal jurisdiction in such court.

E.	No Association.  This Agreement is not intended to and shall not create a legally binding agency, partnership, joint venture, franchise or other similar association relationship between TradeLion™ and the Sponsor; this Agreement is not available in any jurisdiction in which such a relationship would be found.

F.	Force Majeure.  Neither Party shall be liable in damages or have the right to cancel or terminate this Agreement for any delay or default in performance if such delay or default is caused by unforeseen conditions beyond the reasonable control of the delaying or defaulting Party, including acts of God, restrictions by a government authority, wars, revolutions, strikes (other than any strike by the delaying or defaulting Party's employees), fires, floods, earthquakes, embargoes, or degradation of telephone or other communications services (including but not limited to, degradation of all or part of an Internet backbone).

G.	Waiver.  Failure by either Party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provisions, and shall in no way affect a Party's right to later enforce such provisions.

H.	Severability.  In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

I.	Headings.  The headings of paragraphs and the use of underlined type are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.

J.	Counterparts.  This Agreement may be executed in counterparts, all of which shall constitute one agreement, and each such counterpart shall be deemed to have been made, executed and delivered on the date set out at the head of this Agreement, without regard to the dates or times when such counterparts may actually have been made, executed or delivered.

K.	No Modification.  Sponsor warrants at the time of submitting this Agreement that it has not modified the form or content of this Agreement from the form and content of the Sponsor Agreement posted on the TradeLion™ Web Site except by adding Sponsor's contact information under Part XIV.B of this Agreement.  Any other modification must be expressly identified to TradeLion™ and agreed to by TradeLion™.

IF YOU ARE VIEWING A DIGITAL IMAGE OF THIS AGREEMENT, YOU MAY PRINT IT OUT, SIGN IT AND TRANSMIT IT VIA REGISTERED MAIL, COURIER OR FACSIMILE, TO THE ADDRESS OR FACSIMILE TELEPHONE NUMBER SET FORTH AT PART XII.B ABOVE

REVIEWED, AGREED AND ACCEPTED:

SPONSOR:

____________________________
Signature

____________________________
Name

____________________________
Title

____________________________
Date
	TRADELION™:

___________________________
Signature

Emory B. Miles______________
Name

President____________________
Title

____________________________
Date

ATTACHMENT A

TradeLion.com™ trademarks:

™

Sponsor trademark(s) on following page, to be
supplied and attached by Sponsor

ATTACHMENT B

[ACCESS LOGS SHOULD CONTAIN AT LEAST THE FOLLOWING INFORMATION]

ACCESS LOG REPORT OF <* WEB SITE NAME *>
<* WEB SITE URL *>

Covering the Period <* MM/DD/YYYY *> to <* MM/DD/YYYY *>:

1.	Number of hits to the web site:  ____________

a.	page of web site accessed most often, by url:
	
2.	Number of pages on which TradeLion.com™ logo appears:  ____

a.	url of each page on which TradeLion.com™ logo appears:

3.	Number of hits to each page on which TradeLion.com™ logo appears, by url:

a.	number of hits to <* first url *>: _______
b.	number of hits to <* second url *>: __________

4.	Number of clickthroughs from <* web site *> to TradeLion.com™:

a.	number of clickthroughs to <* first url *>: _______
b.	number of clickthroughs to <* second url *>: _____

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