Pinpoint Prospects Master Terms of Service Agreement

1. This Terms of Service Agreement constitutes a valid and binding agreement between The Chymer Group d.b.a. Pinpoint Prospects (Company) and the company set forth on the Insertion Order hereto (Client), and has been duly executed by authorized representatives of each party.

2. As it relates to all leads subsequently provided to Client by Company pursuant to this Purchase Order, Client shall indemnify Company for any and all losses, damages or liabilities resulting from Client's failure to adhere to industry standards and any applicable canons of ethics in the origination, including any liabilities resulting from claims made by consumers alleging Client's violation of federal or state laws regarding telephone solicitation and/or commercial contact with a consumer. The indemnification based on the conduct of Client shall not be limited to willful acts, bad faith or gross negligence.

3. Compliance:
Although Company attempts to provide leads from its vendors and affiliates that comply with all laws, including the Federal CAN-SPAM ACT of 2003 as well as other State laws, Company makes no express or implied warranty with regard to the compliancy with any law or creditworthiness of any lead respondent, or the suitability of entering into a contractual agreement with any lead respondent. Client is responsible for determining each lead's status with respect to any and all state and/or federal Do-Not-Call (DNC) lists.

4. Fees and Warranties:
Client will pay Company the Lead Generation Fees set forth in the applicable Insertion Order for each Valid Lead collected by Company and transferred to Client by HTTP Post, email, batch file, or otherwise. In the event Client disputes the number of Leads or claims that the Leads are not Valid Leads, it shall return the Leads within three (3) days after receipt thereof. Client shall remain liable for all Valid Leads delivered by Company before termination.

This Agreement does not obligate Company to generate any Leads or to serve any Ads. Notwithstanding any provision in this Agreement to the contrary, Company expressly reserves the right not to deliver any Ads or cease to deliver any Ads, or to cancel the related Insertion Order. Company will have no liability arising from cancellation, termination, or cessation of delivery.

Client agrees to remit payments to Company as specified on the attached Insertion Order. Client is required to prepay for all leads in advance. Late payments shall accrue interest of 1.5% per month until paid in full. All amounts shall be paid promptly and in full without offset. Agencies or other third parties are responsible for payment, whether or not Agency has received payment from Advertiser. Company reserves the right to cancel upon default in payment according to these terms, at which time all amounts due pursuant to this Agreement shall be immediately due and payable on Company's invoice date.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES WHICH ARE PROVIDED "AS IS" BY COMPANY HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE DISCLAIMED BY COMPANY. SPECIFICALLY, ADVERTISER ACKNOWLEDGES AND UNDERSTANDS THAT THE INTERNET IS AN EVOLVING MEANS OF COMMUNICATION AND THAT COMPANY MAY ENCOUNTER TECHNICAL OR OTHER DIFFICULTIES BEYOND ITS CONTROL.

5. Use of Leads:
Client represents and warrants that it will use leads and operate its business in compliance with all applicable federal, state and local laws, statutes, rules, regulations, judicial decrees and privacy policies, including, without limitation, state and federal telemarketing laws, the Do Not Call Implementation Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act and the CAN-SPAM Act of 2003, as amended (CAN-SPAM). Client will not knowingly allow any person or entity to misuse Leads, and will alert Company immediately upon discovering any misuse or potential misuse of any lead. Client will use the leads received from Company for the sole purpose of marketing the product or service offered in the associated Ad.

6. Cancellation:
This Terms of Service Agreement is non-cancelable by the Client. Fees are non-refundable unless Company is unable to provide leads that meet the criteria specified in the Insertion Order (IO), in which case, Company will refund to Client equal to the amount paid for undelivered leads. Any uncollected fees or charged-back fees shall be subject to an additional fee of 18% per annum until paid in full.

7. Return Policy:
Company stands behind the quality of its leads. If a lead received by Client does not meet the specifications as identified on this Terms of Service Agreement, Company will replace invalid leads on a one-to-one basis. Company can only pass on information that has been submitted by a consumer. Validity of contact cannot be guaranteed. To request a replacement lead, log into Company's lead system with the username and password provided via email.

8. Radio/TV/Live Transfers Terms and Conditions:
Company will make every attempt to evenly distribute and obtain weekly call volume, however, Client understands that radio stations may pre-empt spots and daily and weekly call totals may not be reached. In addition, Company reserves the right to send +/- 25% more calls and client is responsible for this overage. In the unlikely event that Company does not deliver volume on IO, Client has option to obtain any calls the following broadcast week. Signed Insertion Orders and payments must be received by Company by end of day Tuesday prior to upcoming broadcast week. If signed IO and payment is not received by end of day Tuesday prior to broadcast week, Company cannot deliver calls for upcoming broadcast week. All calls and invoicing is based on Company's call platform.

9. Miscellaneous:
Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance.

Force Majeure. Company shall not be liable for, or considered in breach of or default under this Agreement because of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond Company's reasonable control (including without limitation, the failure of the Company Network to display or place an Ad).

Independent Contractors. Client and Company are independent contractors, and neither is an agent, representative, partner, employee, or joint venture of the other party. Neither Client nor Company will have any right, power, or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind the other party. Any agency executing this Agreement on behalf of Client represents and warrants that it has the authority to bind its client, the Client, to the terms stated in this Agreement, and such agent remains jointly and severally liable for all obligations under this Agreement.

Identification. Company may use Client's name, logo and trademarks to identify Client as an Company customer on Company's web sites and promotional marketing materials.

10. Subsequent Insertion Orders:
This and all subsequent insertion orders are subject to and incorporate references to this Master Terms of Service Agreement as of the date of this initial Insertion Order. By executing this Insertion Order, Client agrees to comply with and be bound by all provisions thereof. The terms of the Master Terms of Service Agreement are subject to change and Client is advised to review this Master Terms of Service Agreement before executing each Insertion order. In the event there is any inconsistency between the Master Terms of Service Agreement and any Insertion order, the terms of the Insertion Order shall prevail.

Each party represents that is has the full power and authority to enter into this Insertion Order and Master Terms of Service Agreement.

PLEASE FAX ALL PAGES TO 954-333-3993.