Fee Agreement

INTERNET ADVERTISING CONTRACT AGREEMENT
1. Parties and Effective Date: This Agreement is entered into between hereinafter referred to as “CLIENT”, located at and Villageway Management, Inc., hereinafter referred to as “VMI”, located at 2 Venture, Ste 500, Irvine, California, 92618. This Agreement shall commence upon execution by the parties and continue for one (1) year and renew automaticallyeach year for an additional one (1) year until terminated by either party as provided for in Paragraphs 4 and 5. 2. Entire Agreement: The services are provided to the CLIENT under the Terms and Conditions as described herein, and Exhibit A, which is attached to and made a part of this Agreement. The terms and conditions of this Agreement supercede any previous agreement, statement of terms andconditions, or understanding between CLIENT and VMI. All representations or promises relied upon in executing the agreement are included in the agreement. 3. Billing: All setup fees and first year’s payment, as shown in Exhibit A, are due and shall be paid following the execution of this Agreement, and no services shall be rendered until receipt of said payment. After the initial payment, yearlyscheduled payments are due under net 30 days terms, unless specified otherwise on the invoice. Late amounts may be subject to reasonable collection and legal fees, plus interest accrued at 1.5% per month, or up to the maximum amount allowed by the State of California, whichever is greater. Returned checks are subject to a $25.00 charge. If payment is not received by VMI according to the invoice paymentterms, the CLIENT shall be informed, or attempted to be informed, by telephone, fax, US Mail or Email of the overdue payment. If the CLIENT does not cure the default within thirty (30) days of notification of default, all Internet and related services provided by VMI may be suspended or terminated. 4. Modifications or amendments: Modifications or amendments to the Internet Advertising ContractAgreement will only be made expressed in writing 30 days after Email or US Postal notification is sent to the CLIENT. CLIENT shall keep VMI informed of any changes in the principals or management of CLIENT, its current mailing address and telephone number to which notices and invoices may be sent. 5. Right to Terminate: Either party may terminate this Agreement, with or without cause, by giving athirty (30) day written notice to the other party, via certified US Postal mail. No refund of any portion of yearly payment will be given. 6. Content: CLIENT agrees to assume full responsibility and liability for the content of its advertisement. VMI is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in CLIENT’s content. If CLIENT desires tomodify its content, it shall provide a written request to VMI specifying in detail the modification desired. VMI shall, within a reasonable time, effectuate the modifications to the content (“Content Maintenance”). The CLIENT is also to prepare and direct implementation of all new content (“Content Maintenance”) that is to be coded and programmed onto the VMI developed site or advertisement withinits assigned media space.

INTERNET ADVERTISING CONTRACT AGREEMENT (continued)
7. Limitation of Liability: In no event shall VMI or its agents, officers, or employees, or any affiliated company, or any agent, officer, or employee of any such company (INDEMNITEES), be liable for incidental or consequential damages of any kind, including but not limited to, loss of revenue or profits whetherresulting from breach of contract, negligence, or otherwise. The CLIENT acknowledges it has been informed that VMI is dependent on National Backbone Operators for Internet access and routing. INDEMNITEES shall not be held liable if one or more of these National companies should experience a problem that prevents VMI or VMI’s CLIENTS from gaining access to the Internet, the CLIENT’s web site,...