Franchise Agreement

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Sample Franchise Agreement

FranclHi Number:

MONEY MAILER® FRANCHISE AGREEMENT

THE PARTIES SET FORTH IN 1.0 BELOW AGREE THAT THIS FRANCHISE AGREEMENT ("AGREEMENT") WILL GOVERN THEIR RELATIONSHIP IN CONNECTION WITH FRANCHISEE'S OPERATION OF ITS INDEPENDENT DIRECT MAIL ADVERTISING BUSINESS.

1.0 Parties & Term.

1.0 Region. The word "Region" means:

MONEY MAILER S.G.V. FRANCHISE CORP.

By:__________________________

John C. Salter, President

1.2 Franchisee: The word "Franchisee" means the sole proprietor or corporation, partnership, limited liability company or other legal entity identified and agreeing to be bound below:

a. IF Franchisee is a sole proprietorship:

Signature: ___________________________________________ Date: __________

Print Name:

b. IF Franchisee is a corporation, partnership, limited liability company or other legal entity:

Legal Name:________________________________________________

Entity Type: ________________________________________________

By:_____________________________________ Date: ____

Print Name: ________________________________

Print Title: ________________________________

Signature: _______________________________, individually

Print Name: _______________________________

Ownership %: _______________________________

By:____________________________________ Date: ____

Print Name: _____________________________

Print Title:

Signature: _____________________________ , individually

Print Name: _________________________.

Ownership %:__________________________

If additional signature blocks are required, check the box and attach additional signature pages to this page.

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Y MAILER® FRANCHISE AGREl

?NT

THE SUBMISSION OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER. THIS AGREEMENT WILL NOT BE BINDING UPON REGION UNTIL IT IS ACCEPTED BY REGION, THAT IS, SIGNED BELOW BY REGION'S AUTHORIZED OFFICERS AND RETURNED TO FRANCHISEE.

1.3    Initial Term. Unless sooner terminated in accordance with the provisions of this Agreement, the Initial Term of this Agreement will become effective as of

_________________the "Effective Date"). This Agreement will expire ten (10) years after

the Effective Date on________________(the "Expiration Date"). The period starting on

the Effective Date and ending on the Expiration Date is the "Initial Term" of this Agreement.

1.4    Fee. Concurrently with signing this Agreement, Franchisee will pay Region an:

nitial Franchise Fee

Renewal Fee           Training & Transfer Fee            Conversion Fee 0f$.

(Applicable fee must be marked in box above). Upon Region's acceptance of this Agreement, this fee becomes non-refundable.

2.0 Franchisee Information.

2.1 Business Name.

Mailer of

Franchisee will operate the Business only under the name "Money ___________________." Franchisee will file and keep current a

fictitious name certificate or similar document in each jurisdiction that requires such a filing.

2.2 Legal Entity. If Franchisee is a corporation, partnership or other legal entity, Franchisee represents and warrants that it was formed under the laws of the territory, state or commonwealth listed below, it is validly existing and in good standing under such laws, and it has full power and authority to enter into and perform its obligations under this Agreement. If Franchisee is an individual, Franchisee represents and warrants that he or she is a resident of the territory, state or commonwealth listed below: Jurisdiction: California

2.3 Office and Notice Address. Franchisee will only operate the Business from the address listed below. In addition, Region and Money Mailer will send all notices and communications to Franchisee at the following street address, fax number or any corresponding e-mail address Region assigns to Franchisee. The Franchisee may change the information below upon written notice to Region as required in Section 14.0:

Street Address:                       ______________________________________________________________________

City/State/Zip Code:                ______________________________________________________________________

Phone Number:                       ______________________________________________________________________

Fax Number:                           ______________________________________________________________________

E-Mail Address:

@moneymailer.com

2.4 Co-op Mailing Territory. Franchisee's Co-op Mailing "Territory" is as set forth below:

County

Cities

Zip Codes

(If not entire Zip Code, add detailed

geoqraphy)

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M^KY MAILER® FRANCHISE AGReB^NT

This Territory is not subject to changes as a result of any future changes and/or modifications by the U.S. Postal Service (including additions or deletions of Zip Codes). References to "County" and "City" above are for ease of reference only and are also subject to change. The outer geographic limits of the Territory are set by the outer boundaries of all the Zip Codes (and any necessary specific geographic description Asuch as_roads. highways, etc. within a Zip Code if the Territory does not include the entire Zip CodeA above only). Region mav substitute a geographic map of the territory (showing the QJitejLJ3QUJid_arv made up from the zip codes above^ at anv time during the Initial Term Region and Franchisee must sign an amendment to this Agreement to change the Territory. Region Reserves the right not to change the TerritoryA.

2.5 Co-op Mailing Schedule.

a. As set out in Paragraph 7.1, Franchisee's initiaLCo-op Mailing ScheduleA will be as follows:

Date

Number of Zones (Zone=10,000 households)

1st Mailing

2

2nd Mailing

2

3rt Mailing

3

4th Mailinq

3

5th Mailing

4

6th Mailing

4

7th Mailing

5

8th Mailing

5

Franchisee will continue to mail the total licensed Territory set forth in the last row of the chart above in every Co-op Mailing during the Initial Term once the Franchisee begins mailing this total licensed territory. The number of zones to be mailed in each mailing shown in the schedule Cor subsequent schedulesLCQastilUte the "Minimum Distribution Requirement" as such term is used elsewhere in this Agreement. Franchisee further acknowledges that should it acquire additional licensed zones (from Money Mailer, another regional, direct or local franchisee) or reduce the amount of total licensed zones, then at such time, this schedule will be amended to reflect such new total licensed zone amount. Region may also amend this schedule from time to time to reflect internal zone increase in the Territory from market growth (increase in the number of households within the Territory). Franchisee will be required to mail any additional zones resulting from this internal growth according to the revised Mailing Schedule set forth by the Region.

b. Region may set the Mailing Schedule each year in its reasonable discretion, including but not limited to, the setting of Co-op Mailing dates and the number of Co-op Mailings to be completed each year (referred to herein as "Co-op Mailing Frequency")Afa provided, however after the initial ramp up shown above or 15 months after the Effective Date (whichever is earlieh the Co-op Mailing Frequency will not be less than 8 Co-op Mailings per 12 month mailing period, which mailing period is usually from December 15th to December 15th each year. Accordingly. Franchisee acknowledges that Franchisee's Co-op Frequency will likely be greater than Franchisee's Co-Op Mailing Frequency during the ramp-up of its zones Ashown in the Mailing Schedule

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rvflltY MAILER® FRANCHISE AGRE^PNT

above. Franchisee may not change Co-op Mailing Frequency from a previous year without the Region's prior written consents

2.6 Designee. Subject to Paragraph 10.2.d., Franchisee appoints the individual listed below as the Franchisee's Designee in the event of death or legal incapacity:

Name:                                      ______________________________________________________________________

Address:                                  ______________________________________________________________________

City/State/Zip Code:                 ______________________________________________________________________

Phone Number:                       ______________________________________________________________________

Relationship:                           ______________________________________________________________________

The above applies only to a sole proprietor Franchisee. In the event of the death or legal incapacity of any partner or shareholder, the surviving partners or shareholders will succeed to the ownership of the Franchise as set forth in their bylaws, partnership agreements, operating agreement, other agreement or as required by law.

2.7 Spousal Consent. If Franchisee is a sole proprietor and married, but Region has approved Franchisee's request that Franchisee's spouse not be a party to this Agreement, then spouse must sign below only to acknowledge that: 1) that spouse has read and understood this Agreement; 2) Franchisee is authorized to enter into this Agreement bind their community property estate and rights related thereto to the extent provided by law; and 3) that spouse covenants not to lodge a dispute or sue Region or Money Mailer, LLC or their affiliates related to Franchisee's signing of this Agreement.

Spouse Signature: _________________________________ Date: ____________

Spouse Print Name: _________________________________

3.0 AWARD

3.1 Acknowledgments.

a.   Money Mailer, LLC ("Money Mailer") has developed and adopted various systems, trade secrets and methods of operation {the "Operating System") for Franchisee (and parties like Franchisee) to provide direct mail advertising and related services to multiple business clients whose advertisements are combined and mailed within the same envelope, magazine or anv other bound package or grouped format to domiciles within a specified territory ("Co-op Mailings") as well as services for individual business clients whose advertisements are mailed on an individual (or "Solo") basis to domiciles within a designated territory or to selected customers of such business clients ("Solo Mailings") (the Co-op Mailings and Solo Mailings, are collectively referred to and included in the "Business" or the "Direct Mail Advertising Business"). The "Segmented Co-Op Mailings" are a subset of the Co-op Mailings, but are separately defined and referred to in this Agreement.

b.   Money Mailer is the owner of certain Marks, service marks and logotypes, including the mark, "Money Mailer", which Money Mailer expressly authorizes for use in connection with the operation of Direct Mail Advertising Businesses (all of which are collectively referred to as the "Marks").

c.    Region and Money Mailer have entered into a regional franchise agreement whereby Money Mailer has granted the Region the right to subfranchise others to conduct the Business and sublicense others to use Money Mailer's Marks within a defined geographic area referred to herein as a "territory."

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3.2    Grant of Franchise. Subject to the terms and conditions of this Agreement and Franchisee's continuing good faith performance of this Agreement by Franchisee, Region hereby grants to Franchisee, and Franchisee hereby accepts, a franchise during the term of this Agreement to use the Operating System in connection with the operation of one "Money Mailer" Direct Mail Advertising Business during the Initial Term, in accordance with the terms and provisions of this Agreement and all related documents. Franchisee will conduct Co-op Mailings within the Territory only, but may sell advertising under the Business in the Co-op Mailings of other Money Mailer franchisees as Ade.scribed in Paragraph 6.6 and in the Manuals. Franchisee may participate in Segmented Co-op Mailings and Solo Mailings as permitted in this Agreement and in the Manuals.

3.3    Grant of License. Subject to the terms and conditions of this Agreement, including, without limitation, those restrictions set forth in Paragraphs 3.4 and 6.11 of this Agreement, and the continuing good faith performance of the terms and conditions by Franchisee, Region grants to Franchisee, and Franchisee accepts, a non-exclusive license to use and display the Marks only in connection with the operation of the Business during the Initial Term. Franchisee's non-exclusive license to use and display the Marks in connection with the operation of Franchisee's Co-op Mailings is within the Territory only, but Franchisee may display the Marks in the territories of other Money Mailer franchisees as set forth in Paragraph 6.6 and in the Manuals. Franchisee may use the Marks in Segmented Co-op Mailings and Solo Mailings as permitted in this Agreement and in the Manuals.

3.4    Limitations. Franchisee may Aonlv conduct Co-op Mailings within Franchisee*^ Territory. Franchisee acknowledges that Franchisee. Money Mailer, Region, and other franchisees of Money Mailer and Region, may solicit clients wherever located, whether within or outside the Territory* in conducting their Co-op Mailings*. Solo Mailings and Segmented Co-op MailinasA. subject to policies and procedures Afor such solicitation that Money Mailer sets periodically. In order to promote more effective and orderly distribution system and to foster reasonable and effective intrabrand competition, Franchisee may not solicit the "AExistina Business AClients" (as defined below and further defined from periodically in the Manuals) of other Money Mailer franchisees, wherever those clients or franchisees are located, without the express written consent of the other Money Mailer franchisee. For purposes of this Agreement, the terms "AExistina Business AClients" means a party conducting Co-op Mailing, Segmented Co-op Mailing or Solo Mailing with a franchisee under a valid advertising purchase agreement or a party who has conducted a Co-op Mailing, Segmented Co-op Mailing or Solo Mailing with that franchisee in the 12 months prior to the other franchisee's solicitation of that AExistina Business AClient.

a.    Franchisee will coordinate its Co-op Mailings to coincide with the mailings of other franchisees in the regional territory as directed by the Region. A

b.   Franchisee acknowledges that Ait may not conduct Co-op Mailings to businesses without Region's prior written consent as Region reserves the right to conduct Co-op Mailings to businesses.

c.    Franchisee acknowledges that Money Mailer reserves the right to set standards and specifications as well as approve sources for products and services offered under the Marks.

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d.   Franchisee acknowledges that Region and Money Mailer reserve the right to charge royalties on products and services Franchisee offers under the Marks.

e.   e^ Franchisee acknowledges that Region may convert existing direct mail businesses to the Money Mailer System and may reduce or eliminate the franchise fees for these converting parties.

3.5 Construction and Interpretation

a.   This Agreement is to be construed governed, enforced and interpreted in accordance with the laws of the State of California without regard to its conflict of laws or choice of law provisions.

b.   The titles and subtitles of the various sections and paragraphs of this Agreement are inserted for convenience and will not be deemed to affect the meaning or construction of any of the terms, provisions, covenants and conditions of this Agreement.

c.   The language in all parts of this Agreement will in all cases be construed simply according to its fair meaning and not strictly for or against Region or Franchisee.

d.   If any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision will have the meaning that renders it valid.

e.   The word "Franchisee" may be applicable to one or more parties, the singular includes the plural, and the masculine includes the feminine and neuter. If there is more than one party or person referred to as the Franchisee under this Agreement, then their obligations and liabilities are joint and several.

f.    The word "will" as used in this Agreement is used as a command. The wording "including" as used in this Agreement is used in a nonexclusive sense.

4.0 CONTINUING PAYMENTS TO REGION

4.1 National Royalty.

a.   Subject to Paragraph 4.1(b) and 4.3, for each Co-op Mailings actually conducted, or required to be conducted, by Franchisee pursuant to this Agreement, Franchisee will pay Region a national royalty fee (the "National Royalty") equal to $217.00 for each mailing zone (a 10,000 domicile area) (a "Zone" or "Mailing Zone") actually mailed, or the minimum number of Zones required to be mailed, whichever is greater, during the National Royalty Payment Period (as defined in 4.1(c) below) pursuant to the Mailing Schedule at Section 2.5 and herein incorporated by this reference.

b.    Franchisee will receive a credit to be applied to the National Royalty obligations under Paragraph 4.1(a) above, determined on a Zone-by-Zone basis, equal to $217.00 (subject to annual adjustment pursuant to Paragraph 4.3) multiplied by the number Zones actually mailed during the National Royalty Payment Period with respect to which at least 75% of all materials, printing, mailing, and related services, are purchased from Money Mailer (the "Production Credit").

c.    Franchisee will pay the National Royalty, less any Production Credit, to Region within 30 days of Franchisee's receipt of Region's National Royalty invoice, which National

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Royalty invoice will be based on the calculation of the National Royalty and related Production Credit as of February 28th, April 30th, June 30th, August 31st, October 31st and December 31st of each year. Each National Royalty invoice will cover the period since the last National Royalty calculation date (the "National Royalty Payment Period") and reflect: (1) the actual mailed Zones; (2) the Zones required to be mailed; (3) the corresponding National Royalty due (based on the greater of the actual mailed Zones or the Zones required to be mailed); (4) any applicable Production Credit, and the balance left after subtracting the Production Credit from the National Royalty. Franchisee will pay Region the amount of this balance.

d. Franchisee agrees that if Franchisee mails or is required to mail a "non-standard" zone (zone with 5,000 or 15,000 households instead of 10,000), then Franchisee will pay Region a prorated National Royalty for that Zone. Any Production Credit due for this Zone will also be prorated accordingly.

Franchisee will pay the National Royalty via bank check, certified funds or autodraft as required by Region.

4.2 Regional Royalty.

a.    In addition to the National Royalty, for each Mailing Zone in which any Co-op Mailing will be conducted by Franchisee or required to be conducted by Franchisee, Franchisee will pay to Region a regional royalty ("Regional Royalty") as follows:

Mailing Frequency/Year*                                        Royalty/Zone

6                                                                          $525

7                                                                          $475

8                                                         $446

* "Year" will mean a calendar year.

Franchisee acknowledges that he or she will pay Region the above Regional Royalty and any applicable National Royalty on any Zones actually mailed or scheduled to be mailed, whichever is greater, in Franchisee's Co-op Mailing Schedule each year. Franchisee further acknowledges that should Franchisee mail a "non-standard" zone (zone with 5,000 or 15,000 households instead of 10,000) then Franchisee will pay Region a prorated Regional Royalty for such zone. For example, if a franchisee mailing eight times per year mails a 15,000 household zone the Regional Royalty due for that zone would be $446/2 = $223.00 + $446.00 = $669.00.

b.   The Regional Royalty for each Co-op Mailing conducted or required to be conducted by Franchisee is payable on or before the first to occur of (i) the date on which the Final Order Form is due to Region (for mailings conducted by Money Mailer on Franchisee's behalf) or (ii) the actual date on which such mailing occurs (for mailings conducted by an entity other than Money Mailer.

c.   Franchisee will pay the Regional Royalty via bank check, certified funds or autodraft as required by Region.

d.   Notwithstanding the charging of National Royalties and Regional Royalties on scheduled but un-mailed zones referenced above, Franchisee acknowledges and agrees that repeated failure to mail within the same 12-month period scheduled zones in a particular mailing or failure to mail scheduled mailings is grounds for default under Paragraph 11.1 of this Agreement.

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4.3    CPI Adjustment.

Effective as of June 1st of each year, the Royalty Per Zone for both the Regional Royalty and the National Royalty, will be adjusted {the "CPI Adjustment") to reflect the increase or decrease in the National Consumer Price Index - All Urban Consumers - All Items {1982-4 =100) as published by the United States Department of Labor, Bureau of Labor Statistics (the "Index"), comparing the Index as of April 1st to the Index on April 1st of the previous year; provided, however, that the percentage adjustment whether positive or negative will not exceed three percent (3.0%) per year for each of the Regional Royalty and the National Royalty.

4.4    Late Charges and Interest

a.    Upon demand by Region, Franchisee will reimburse Region for the full amount of any late charge imposed by Money Mailer upon Region due to Region's failure to submit Final Order Forms and any production charges if Region's failure was caused in whole or in part by Franchisee's failure to submit its Final Order Forms or payments for production charges to Region in a timely fashion.

b.    If Franchisee fails to pay to Region or Money Mailer monies due under this Agreement in a timely manner, Franchisee will pay interest on the delinquent amount, calculated daily commencing on the first day that the payment is delinquent and terminating on the day the delinquent amount is paid, at a rate equal to one and one-half percent (1.5%) per month provided that the Region will have the right to increase such interest rate from time to time with respect to subsequent delinquent payments upon 15 days prior notice to the Franchisee.

c.    Notwithstanding the foregoing, if the amount of the late charge or interest charge is greater than the amount permitted by applicable law, then such charge, as applicable, will be reduced to an amount equal to the maximum lawful amount, it being the intention of the parties that such late charge and interest charge will in no event be greater than that permitted by law.

4.5    Local Advertising Fund.

a.   Franchisee, one or more of the other following parties: Region itself, other franchisees of Region, other participating Money Mailer regions and their franchisees, and "direct" franchisees (having received franchise rights directly from Money Mailer), will establish and participate in a local advertising cooperative (the "Local Co-op") within Franchisee's contiguous advertising market as hereinafter set forth. Franchisee, and to the extent applicable, Region, Region's other franchisees, other participating Money Mailer regions and their franchisees, and "direct" franchisees who will participate in the Local Co-op are hereinafter collectively referred to as the "Local Co-op Participants". The Local Co-op will operate only in the Designated Market Area as defined by current Nielsen Media Research county groupings, unless otherwise agreed by Region and Money Mailer.

b.   The Local Co-op Participants make contributions to an advertising fund (the "Ad Fund") which in turn funds national, regional and local advertising programs with assistance from the Local Advertising Board (which consists of five Local Co-op representatives, two Region representatives and two Money Mailer representatives each who have one vote)) {the "LAB"). The LAB is described further below.

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c.    Franchisee will contribute to the Ad Fund as follows:

1.   On or before January 31st of each year, Franchisee will make a Three Hundred and No/100 Dollar ($300) contribution to the Ad Fund.

2.    In addition to the foregoing annual contribution, Franchisee will also contribute an amount equal to Twenty-One Dollars ($21) for each of Franchisee's Zones actually mailed in each Co-op Mailing (not to exceed six (6) contributions per year even if Franchisee mails more frequently than six (6) times). The Region will then contribute $21 to match Franchisee's $21 contribution and Money Mailer will contribute $21 to match the Region's $21 contribution, for a total contribution of $63 for each zone Franchisee actually mails in a Co-op Mailing.

3.   Franchisee will pay a late fee for any delinquent contributions in an amount equal to Fifty and No/100 Dollars ($50) or five percent (5%) of the delinquent contribution, whichever is greater.

d.    Franchisee will participate in the activities of the Local Co-op and, if elected as President of the Local Co-op, will participate in the LAB. The LAB will provide guidelines to the various Local Co-ops setting forth various uses of the Ad Fund contributions. The LAB will be comprised of nine (9) persons who will be appointed in accordance with the LAB Bylaws.

e.    Franchisee acknowledges and agrees that the Local Co-op and its agents (including, but not limited to AdCorp, which is defined below) may collect Ad Fund Contributions directly from Franchisee. Money Mailer will have the right to withhold production and distribution of any mailing for which Franchisee has not made his/her/its Ad Fund contribution.

f.    With the cooperation and consent of Money Mailer, such consent not to be unreasonably withheld or delayed, and in consultation with the an advertising consulting firm that may be retained by the LAB, the LAB will establish advertising and promotional guidelines and aids that will be forwarded to each Local Co-op to assist it in planning its local advertising activities. The LAB will have the right and authority to conduct all relevant and appropriate activities to produce such guidelines and aids, including advertising and marketing research, test marketing, surveys, public relations and similar activities. The LAB may update the guidelines each year to reflect any changes in advertising plans. Each Local Co-op will reimburse the LAB pro rata according to the ratio of their Ad Fund Contributions to the total Ad Fund Contributions received from all Local Co-ops for the production of the guidelines and aids referenced above.

g.   Money Mailer will establish a separate legal entity for the purpose of managing contributions of all the Local Co-ops (the "AdCorp"), which will act as the administrative agent of the LAB for this purpose. Except for the reimbursement of its administrative expenses and any tax payments, AdCorp receives and distributes monies exclusively for advertising purposes under Money Mailer's Local Ad Fund Program. The direct expenses of the AdCorp will be defrayed by each Local Co-op (on a pro rata basis based on the ratio of that Ad Fund's contributions to the total contributions from all Ad Funds; provided, however, no indirect or overhead expenses of Money Mailer, the Region or any other participating Money Mailer company will be paid by any Ad Fund).

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The Local Co-op must submit the invoice for any advertising approved by the Local Coop, the Region and the LAB to AdCorp, before AdCorp will distribute any funds from the Local Co-op's Ad Fund for payment of the invoice. AdCorp will not be required to pay any invoice that requires payment of an amount in excess of the amount in the Local Co-op's Ad Fund account.

h. The operating structure and procedures for each Local Co-op will be governed by democratic principles with each contributing entity having one vote. Money Mailer will establish reasonable policies and guidelines for the establishment and operation of such Local Co-ops. The Franchisee will actively participate in and contribute to the Local Co-ops.

i. Money Mailer has the authority in its reasonable discretion to require the establishment, modification, merger or dissolution of the LAB and any Local Co-op, as may be necessary or appropriate to protect the "Money Mailer" brand image and associated goodwill.

5.0 OBLIGATIONS OF REGION

5.1 Initial Training.

a.   Region will provide initial training to Franchisee regarding the day-to-day conduct and operation of the Business. If Franchisee is a partnership, both partners (including both spouses) must complete initial training, unless otherwise agreed by Region and Money Mailer. For a corporate Franchisee, the majority shareholder must complete initial training. Region may require others to attend and complete training depending on their projected role in the Business.

b.   Region will arrange for Franchisee to receive Money Mailer's Business Management, Sales and Marketing training (Phase I), which includes training on Money Mailer's proprietary selling process and Operating System. Franchisee will attend the first session available after signing this Agreement, unless otherwise agreed by Money Mailer. Phase I training will be held at Money Mailer's offices in Southern California, or at such other location(s) as Money Mailer may designate. Money Mailer may postpone and reschedule a class if less than 3 franchisees are scheduled to attend that class. This training will usually be held over 6 consecutive days (usually Monday through Saturday). Franchisee is responsible for all costs of transportation, meals and lodging and other costs and other expenses Franchisee will incur in attending Phase I training. Franchisee will not receive any compensation for any services performed by Franchisee during this training.

c.    Region will provide Business Orientation training {Phase II) primarily in Franchisee's office, but the Region may also conduct Phase II at the Region's headquarters or other location in the regional territory designated by Region. Phase II training consists primarily of training on Money Mailer's proprietary methodology for business planning, office organization, mapping, pricing and lead generation. Region will usually conduct this over 2 days the week after Franchisee attends Phase I training (see Section 5.1.b above). In rare instances, and only if agreed by Franchisee, Region may conduct Phase II training before Phase I training. Region will supplement this training with self-study training through Money Mailer's Intranet website. Franchisee is responsible for Franchisee's transportation, meals and lodging and other expenses Franchisee will

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incur in attending Phase II training. Franchisee will not receive any compensation for any services performed by Franchisee during this training._

d.   Region will provide Field Sales training (Phase 1113) usually in 3 training visits, each visit lasting 3 days during Franchisee's first mailing cycle. Phase III emphasizes Money Mailer's proprietary methodologies for business plan management, ongoing lead generation strategies and client presentation skills. A majority of Phase III is usually spent in the field on actual appointments and sales calls. Region will provide Business Evaluation and Planning training (Phase IV), which consist of approximately 2 days of training at Franchisee's office or in the Territory, primarily focused on reviewing actual Co-op Mailing results compared to the business plan and planning for the next mailing. Franchisee is responsible for all costs of transportation, meals and lodging and other costs and expenses Franchisee will incur in attending Phase III and IV training. Franchisee will not receive any compensation for any services performed by Franchisee during this training. Phases III and IV of initial training will usually take place at Franchisee's office and in the Territory or other location as determined by Region.

e.    Franchisee acknowledges that the above training time references are estimates only and may be altered, along with certain subject matter, by Region and/or Money Mailer to account for Franchisee's individual skill needs, prior experience and other factors, including training schedules and holidays.

f.    Region will have the right to terminate this Agreement (and Money Mailer will have the right to cause Region to terminate this Agreement) as set forth in Paragraph 11 of this Agreement if Franchisee fails to timely attend or satisfactorily complete any of the above initial training.

5.2    Initial Materials. , Within 60 days after Franchisee signs this Agreement, Region will provide to Franchisee the initial materials described in Exhibit A; provided, however, that if Franchisee is already a Money Mailer Franchisee under another Money Mailer Franchise Agreement, at the time that this Agreement is signed, Region will not be required to provide the initial materials. Region provides the initial materials at no cost over the Initial Franchise Fee or Training and Transfer Fee if Franchisee is obtaining the Business through a transfer from an existing Money Mailer franchisee. The initial materials to be provided by Region pursuant to this paragraph do not constitute all of the materials, supplies, artwork and printing services that will be necessary in order to conduct the Business (see Section 5.4).

5.3    Manuals.

a. Before Franchisee starts the Business, Region will loan to Franchisee one (1) copy of each of our Local Operations Manual, Sales and Marketing Manual and Local Advertising Cooperative ManualA and all supplemental bulletins, amendments, sub-manuals on specific operational topics, notices and memoranda which describe, clarify or update the Money Mailer policies and procedures related to the operation of the Business (collectively the "Manuals"). The provisions and requirements set forth in the Manuals, and any additions, deletions or revisions thereto, will not alter Franchisee's fundamental material rights and obligations under this Agreement. In addition to the printed Manuals, Money Mailer will provide Franchisee with an online electronic copy of the AdBooks, FME User's Guide\ Franchisee will be required to electronically accept the terms of a software license agreement before Franchisee's first use of the software (see Exhibit E).

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b.   Region and Money Mailer will have the right to modify or supplement the Manuals. Such modifications and supplements may include, requirements to upgrade computer equipment. Any such modifications and supplements will become effective 30 days after Region sends written notice of such modification or supplement to Franchisee, as required in Paragraph 14.1.

c.    The Manuals are the property of Money Mailer and may not be duplicated, copied, disclosed or disseminated in whole or in part in any manner except with Money Mailer's express prior written consent. Franchisee will maintain the confidentiality and contents of the Manuals. Upon the termination of this Agreement, Franchisee will return the Manuals to Region.

5.4 Printing and Mailing Services and Materials.

a.    Provided that Franchisee is in full compliance with all of its obligations under this Agreement and any other agreement with Region, Region will make available for purchase by Franchisee Money Mailer's printing and mailing services, including printing, collating, folding, cutting and perforating, insertion into envelopes, mapping, mail list creation, addressing of envelopes and delivery to the U.S. Post Office. Region will also make available, Money Mailer's materials required for these services, including coupons, envelopes, post cards and fliers. Such services will be made available to Franchisee at Money Mailer's customary prices, rates, terms and conditions for similarly situated purchasers, which will be subject to change from time to time upon at least 30 days notice. In order to continue using Money Mailer's services, Franchisee acknowledges that Franchisee may be required to change submission procedures as Money Mailer changes its printing and related procedures in response to technological advances, improvements or due to other internal or external factors. Money Mailer may outsource its production services to its affiliates or agents in its sole discretion.

b.    If Franchisee uses any of Money Mailer's printing or mailing materials or services as described in paragraph 5.4.a., Franchisee will submit to the Region a Final Order Form and artwork in the approved Money Mailer format on or before the deadline established by the Region for each such mailing. Franchisee will pay Money Mailer for all such materials and services in full (or in accordance with any then-current Money Mailer financing program under which Franchisee may be eligible) upon submission of Franchisee's order for services (known as a "Final Order Form" or "FOF"). At Money Mailer's option, payments to Money Mailer for printing and mailing materials and services will be paid by bank or certified check or autodraft. All mailings by Money Mailer on behalf of Franchisee will be subject to Region's and Money Mailer's scheduling requirements Franchisee agrees to prepare and submit. Final Order Forms and artwork in the manner prescribed by Money Mailer from time to time in the Manuals.

c.    If Franchisee wishes to use the printing, mailing and related services and materials of an entity other than Money Mailer (an "Alternative Production Facility" or "APF") for any and all products or services offered under the Marks, Franchisee agrees to comply with such procedures and standards as Region and Money Mailer may reasonably establish from time to time for the use of APFs. All advertising materials created and distributed by Franchisee in operation of the Business must meet Region's and Money Mailer's brand identity standards and standards for quality and customer service and to enable

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Money Mailer and Region to exercise their Reserved Advertising Rights and other rights granted pursuant to Section 6.

d. The Region presently makes available to its Franchisees services for creating advertisements, including artwork, design and layout, however, Region is not obligated to make such services available to Franchisee and may discontinue these Services upon 30 days notice. All charges invoiced by the Region for these services will be paid by the Franchisee on or before the date scheduled for submission of the Final Order Form for the applicable mailing. Should Franchisee use an independent artist for these services (one not employed by the Region or Money Mailer) such independent artist must be registered with Money Mailer and comply with Money Mailer's art preparation and submission policies and procedures.

5.5 AAccelerated Development Program.

If Franchisee meets the conditions set forth below. Region will provide the Accelerated Development Program ("ADP") to Franchisee. Under the ADP. Region and Money Mailer will provide the following services and financial credits:

a. ARegion will Awaive,pavment bv Franchisee of the costs in a.1 and a2 below and. Money Mailer will waive payment bv Franchisee ApJ the Acosts set forth in a.3 below for one (1) Astandard mailing zone (i.e.. mailings to 10.000 households) in each of ihejirst A(1sr). third (3rd). fifth (5th) and seventh (7th) Co-op Mailings AFranchisee mails.

1. Charges for art work, but only to the extent that any such Aartwork will be performed by ARegion or Money Mailer (there being no waiver for charges incurred for art work Athat is performed by any other party);A

A

A2^Slxty percent (50%Lof all Money Mailer production charges for the Afirst and third mailings (which include printing, inserting, addressing and mailing with the United States Postal Service ("USPS")): subject to Paragraph 5.5 a.4. below.

2* Money Mailer will waive the other Afortv (40%) of the production charges for the one free zone in vour first (1S|) and third (3rd) mailing. Money Mailer will waive 100% of the production costs above for the one free zone in your fifth (5th) and seventh niailinq (7thV. subject to Paragraph 5.5 a.4. below.

^ Region or Money Mailer will only waive costs related to the free zones referred above equal to the production of one "D1" Display ad charged bv Money Mailer for a maximum of twentv-five (25) "D1" Display ads per mailing zone. "D1" Display ads are advertisements measuring 5-1/2 inches bv 8-1/2 inches, printed in full color on one side of standard bond paper. Franchisee must pay all production charges with respect to anv advertisements in excess of the above-described 25 display ad limit per mailing zone and anv difference in amount between a "D1" Display ad and anv other type of ad.

b* Region will also credit Franchisee an amount eoual to the Regional Royalties that Franchisee is otherwise obligated to pav for the first twelve (12) cumulative mailing zones that Franchisee mails in Franchisee's Territory (which will be ail ten (10) zones in

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NT

Franchisee's first four (4) mailings and two (2) zones in Franchisee's fifth mailing1). Region will also waive the "Regional Royalty" for one (1) zone in Franchisee's seventh (7th) mailing.

, Money Mailer will credit vou (against future ch<

Franchise Agreement) a maximum of $4Q_(Lp_er mailing zone in each oJlymirJirsilfame, mailings to the extent your revenues from "cross-sales" from other Money Mailer franchisees into vour territory are less than $400 per mailing per mailing zone. Money Mailer will deduct $100 per zone from the aggregate credit due per rnailina for each cross sale ad in each zone tfaat-yQu_actual[y_ receive from anv other Money

(L

ichisee. For example, if vou have mailed 2 zones and vou received 5 cross sale ads in one zone and none in the other zone, we will deduct $500 from the 800 credit.

The total maximum credit vou mav receive over vour first three mailings is $2.800. Money Mailer will calculate these credits on a mailing-bv-mailing basis. Franchisee will be eligible for the ADP benefits above only if Franchisee meets all the conditions below:

L Franchisee agrees to use and pav for a Money Mailer-approvecLteiemarketer to jielp Franchisee accuire sales leads during Franchisee's first three mailings (no less than 24 hours for each mailing). The cost of these services is estimated to ranoe from $480 to $720 in each of Franchisee's first three mailings.

A2^Unless hoitLRegion and Money Mailer waive this requirement in writing. ADP is only available if no other party (including Region) Ahas conducted a Co-op Mailing in any portion of franchisee's Territory within one (1) year of the date that such Territory will have been acquired by AFranchiseeA^

3.    AAH "free zones" benefits are limited to franchisee's first\ third, fifth and seventh Co-op Mailings, all of which must be printed and produced solely by Money Mailer**

4.    Franchisee must be in compliance with all provisions under anv other agreement with Region or Money Mailer and under this Agreement including, without limitation. Franchisee's timely compliance with Franchisee's Mailing Schedule A(as referenced in Paragraphs 2.5 and 7.1 of this Agreement) and with the Manuals.

5.   The waiver of ARegional Royalties and production costs (in the free zones') applies to 10.000 households mailing zones only.

L Franchisee may not transferee 11 or assign any rights related to the ADP.

7. AANo credits under the ADP mav be applied to any other obligation of AFranchisee.A Franchisee will not be Aentitled to anv refund or other credit if franchisee does not use all available credits.

A8. The waiver of costs will only apply to costs incurred for products or services performed or provided by ARegion and/or Money Mailer^

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A9, Franchisee must comply with all obligations under this Agreement and with ail other ADP program requirements as thev mav be set out from time to time in the Manuals (including, but not limited to, written bulletins or notices that serve to update the Manuals).

1CL Franchisee agrees to use Money Mailer's "Marathon Maker" training tool and agrees to perform all sales activities, provide all reports to Region and Money Mailer in a timely fashion as reaue5ted_bv Money Mailer. whicii_actiyities and reports include, but are not limited to: a "check up" report, current mailing log and new business calculator report that Franchisee must complete weekly and a revised business plan, mailing log and "Mail Mall 33" report that Franchisee must completed at the end of each mailing.

11.   Franchisee must remain in "good standing." where "good standing" means in compliance with all terms and conditions of all agreements with Money Mailer or Region, including, without limitation, all mailing or development schedules, as well as in compliance with all Money Mailer or Regional policies and procedures.

12.  In addition to a,l[ other requirements in the Franchise Agreement and the Manuals^ Franchisee agrees to attend all reouired franchisee training and cooperate with all Reqiop or Money Mailer Field Trainers and other Region or Money Mailer staff as directed and reguired bv such staff.

13.  Region or Money Mailer may suspend or cancel any of the benefits or financial credits made available under the ADP without notice and at anv time if Franchisee is in default under any provision of this Agreement (including. without limitation, Franchisee's failure to comply with anv of the ADP reguirements). as well as anv other agreement between Region and Franchis_e.ej3r Franchisee and Money Mailer.

14.  Franchisee must use Money Mailer's proprietary software program. AdBooks. in managing Franchisee's mailings and business. Franchisee also agrees to use the Quickfrooks software integration feature of AdBooks whereby certain AdBooks information is downloaded into Quickbooks to handle billing, collections and report generation as well as manage all other accounting related to Franchisee's business. Franchisee agrees to input accurate information into the AdBooks program and acknowledges that Region or Money Mailer mav examine and audit. Franchisee's books and records at Franchisee's home office or business office upon at least twentv-four (24) hours' prior written notice to Franchisee, which notice mav be sent via e-mail transmission to Franchisee. Notwithstanding the above-Franchisee acknowledges that Region or Money Mailer mav at anv time loo onto and view to Franchisee's AdBooks account housed on Money Mailer's database servers without notice to Franchisee.

15. Franchisee acknowledges that Franchisee is not eligible for any other incentives. credits or promotions that mav be offered to new franchisees currently or in the future other than the ADP benefits offered under the Agreement.

5.6 Other Duties. Except as is expressly stated herein, Region has and owes no duties to Franchisee. Region however retains the right from time to time to furnish services to Franchisee not specifically stated herein without undertaking a continuing duty to furnish

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such services. Without limiting the generality of the foregoing, Region will have no obligation to lend funds to Franchisee or otherwise furnish or assist Franchisee with financing or guarantees thereof in connection with the purchase or the establishment or operation of the Business, although Region may elect in its sole and absolute discretion, and from time to time, to do so. Money Mailer has and owes no duties to Franchisee, but is a third party beneficiary of your obligations under this Agreement and may provide services to Franchisee, also without undertaking a continuing duty to furnish such services.

6.0 RESERVED ADVERTISING RIGHTS OF MONEY MAILER AND REGION

6.1     Franchisor's National Insert Rights

a.    For each and every Co-op Mailing conducted by Franchisee throughout the Initial and each Renewal Term of this Agreement, Money Mailer will have the right ("National Insert Right") to cause to be inserted in each and all Co-op Mailing envelopes mailed by Franchisee up to fifteen (15) advertising inserts ("National Inserts"). For the purposes of this Section 6, a single "Insert" will consist of a single article, without regard to size, configuration, numbers of advertisers, number of offers by such advertisers or the manner in which such article is folded, and will also be deemed to include any product sample inserted in an envelope which relates or is referred to in any advertisement (s) described or contained in the "Insert".

b.   Notwithstanding Section 6.1(a), Money Mailer will use its best efforts to exclude all National Inserts that would be competitive with any advertisement for any client of Franchisee included in the same envelope mailed by or at the direction of Franchisee determined on an envelope-by-envelope basis; provided, however that a National Insert and advertisement will be deemed to be competitive only if the National Insert to be utilized by Money Mailer offers a specific product or service directly and substantially competitive with the specific product or service actually offered in the advertisement of Franchisee's client contained in such envelope, without regard to the general type, kind, or nature of business conducted by the advertiser. For example, if two home improvement businesses generally offer garage door replacement, but in one advertisement the business offers garage door replacement and in the other advertisement the other business offers window replacement, then Franchisee must allow both advertisements to appear in the same mailing.

c.    If a competitive advertisement is inserted by Money Mailer despite using its best efforts to avoid doing so, Franchisee's sole and exclusive remedy, will be to receive from Money Mailer a credit towards Franchisee's production charges invoiced by Money Mailer, equal to the amount that Franchisee is required to reimbursed the affected advertiser, but in no event in excess of the full price charged by Franchisee to that advertiser for the affected Zone(s); provided that Franchisee will not be entitled to recover, any incidental or consequential damages on account thereof, and no remedy will be afforded Franchisee unless Franchisee will have complied with Region and Money Mailer's advertising submission procedures, as set forth in the Manuals, including failing to review and verify the accuracy of the category list or keying in an incorrect category before sending the Final Order Form.

6.2    Region's Category Insert Rights. Without compensation to the Franchisee, Region will have the exclusive right ("Category Insert Right") to insert no more than 1 Insert in each Co-op Mailing envelope mailed by or that are mailed on behalf of the Franchisee, limited to the reserved or exclusive category selected by Region as identified in the Manuals,

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("Category Insert"), subject to change upon consent of a majority of the Franchisees in the Region.

6.3     Region's Royalty Insert Rights.

a.    In addition to the Category Insert Right described above and without compensation to the Franchisee, the Region will have the right {"Royalty Insert Rights") to insert up to six (6) additional inserts (on average per zone) into each Co-op Mailing envelope mailed by or that are mailed on behalf of the Franchisee ("Royalty Inserts"). The parties acknowledge that the Region may place a maximum of eight (8) Royalty Inserts into any Co-op Mailing envelope mailed by the Franchisee in a particular Zone, provided that the average number of Royalty Inserts placed by the Region into the Franchisee's applicable Co-op Mailing does not exceed six (6) Royalty Inserts per Zone.

b.    Except for the categories identified on Exhibit C (which will not exceed twenty (20) Money Mailer categories) ("Categories Not to be Solicited By Region for Royalty Inserts") (which list will not include categories reserved by Region pursuant to Section 6.2, in which Region has the right to sell a maximum of 2 Inserts each in such categories), the Region will not have any restriction as to the category of product or service to be sold by the Region under Section 6.3; provided, however, that sales by Region must be: (i) for at least ten (10) zones or more or (ii) in the case of an isolated franchisee (or isolated franchisees) operating a territory (or territories) with less than ten (10) total zones, for the maximum number of zones being mailed by that franchisee (or those franchisees). An isolated or "island" franchisee is a franchisee whose territory is not directly adjacent to the territory of any other franchisee and usually comprised of a single Designated Market Area or Metropolitan Statistical Area. Additional details regarding "island franchisees" are set forth in the Manuals. Should Region sell any Royalty Inserts in the categories listed in Exhibit C, Region will pay the applicable Cross Sale fee. Other criteria and details regarding the Royalty Inserts are set forth in the Manuals.

c.    Region will pay overweight postage incurred in relation to the Category Inserts and Royalty Inserts referenced above (collectively, the "Regional Inserts") as follows:

1.   The amount equal to the number of Regional Inserts in the envelope multiplied by the result of dividing the total overweight postage dollar amount of the envelope by the total number of pieces in the envelope. Money Mailer will set forth in the Manuals how many "pieces" each Money Mailer product constitutes. For example an 8" x 111/2" flyer will count for 2 pieces for this calculation.

2.   The Region will be responsible for and pay the cost of printing the Regional Inserts. Franchisee acknowledges that Money Mailer provides a discount to the Region for the cost of the Royalty Inserts and the back of envelope advertising, which allows Region to provide the flat fee Regional Royalty under this Agreement.

6.4    Region's Envelope Space Right. During the term of this Agreement and subject to Paragraph 6.6 below, the Region has the right ("Envelope Space Right") to sell advertisements which may be printed on the inside and/or back of the Co-op Mailing envelopes (including the back flap) mailed by or on behalf of Franchisee ("Envelope Advertisement"). Franchisee acknowledges that the Envelope Advertisement may be competitive with any advertisement proposed to be inserted by Franchisee in the same envelope. Notwithstanding the Envelope Space Rights, Franchisee acknowledges that

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Region may allow Money Mailer from time to time to place certain national promotions {sweepstakes, etc.) on the back flap or inside the envelope without charging Money Mailer any placement or Cross Sale fee for such use of the Envelope Space Rights.

6.5    Promotional Advertising. Money Mailer and Region each will have the right to insert any number or type of advertisements of a promotional nature, which in any way promote the "Money Mailer" name, System or Business, including promotional advertising the purposes or effect of which is to solicit advertisers who may be interested in using Money Mailer's or Region's Reserved Advertising Rights as defined in this Section 6 or which solicit prospective franchisees.

6.6    Cross Sales; Category Inclusivity; Mailing Coordination.

a.   The parties acknowledge and agree that the Franchisee is permitted to supplement Franchisee's revenues by selling advertising for Co-op Mailings within the territories of other Money Mailer franchisees {"Cross Sales"). The Region will be and is empowered to enforce required Cross Sale policies set by the Region or Money Mailer, including, but not limited to, the recommendation of actual Cross Sale fees and the setting of limits on such fees (as allowed by law) as well as the establishment of category inclusivity guidelines. All such Cross Sale and category inclusivity policies will be set forth in the Manuals.

b.   The Region, in good faith, will establish, from time to time, one or more "all-inclusive" categories or products or services for which Money Mailer, the Region and other Money Mailer franchisees may sell advertising to be included in the Franchisee's Co-op Mailings within the Franchisee's territory. All food and automotive categories will be nationally all-inclusive at all times {subject to certain limitations for the Royalty Inserts). The Region will from time to time establish and modify policies and procedures concerning the manner in which such advertising will be conducted. If Region is not all-inclusive for all categories, then Region and the Franchisees in the Region will from time to time designate the maximum number of ads of a certain category (those categories not identified as all-inclusive) to be allowed in the franchisee's envelope (a "managed-inclusive" category). As with any other Cross Sales, if the franchisee is the receiving franchisee of any advertisements in "all-inclusive" or "managed-inclusive" categories described above, the franchisee will receive Cross Sales fees according to the then-current Cross Sale policies set forth in the Manuals.

c.   The Franchisee will coordinate its Co-op Mailings to coincide with the Co-op Mailings of other franchisees in the regional territory as directed by the Region from time to time.

6.7    Solo Mailings.

a.    Money Mailer and the Region have reserved the right to conduct Solo Mailings (in conjunction with Franchisee's limited, non-exclusive right to conduct the same as permitted under this Agreement and described in the Manuals), regardless of the nature of the advertisement, the advertiser, or the product or service which is the subject of such advertisement, the location of the advertiser and whether or not such advertiser is a shareholder, director, officer, employee, assignee, successor or other representative of Money Mailer or Region or which has any other ownership or other economic interest in common with Money Mailer or Region.

b.   Region is authorized to conduct Solo Mailings and to authorize you to conduct Solo Mailings, provided Franchisee is in good standing and in compliance with the

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Agreement. Franchisee may solicit advertisers for Solo Mailings in accordance with the policies and procedures published by Money Mailer and the Region from time to time in the Manuals. Franchisee will pay for the applicable printing and any other production costs for each client Franchisee secures and must purchase Solo Mailing products from sources approved by Region and Money Mailer. Franchisee must pay the Region and/or Money Mailer its then-current fee when Franchisee conducts Solo Mailings. Franchisee will only offer and sell Solo Mailings under the Marks.

c. Franchisee's right to conduct Solo Mailings is non-exclusive and Franchisee acknowledges it has no protected territorial rights, either as to the customers who Franchisee may solicit or as to any categories of business, or otherwise. Money Mailer, Region and other Money Mailer regions and franchisees have the unrestricted right to market and sell and to appoint others to market and sell Solo Mailings to be mailed within the United States to any customer or account wherever located, and without regard to the effect it may have on Franchisee's sales efforts or the Business. However, as set forth in Paragraph 3.4, Franchisee may not solicit the "existing Business clients" (as defined previously in this Agreement) of other Money Mailer franchisees, without the express, written consent from the other Money Mailer franchisee.

6.8 Segmented Co-Op Mailings.

a.   Money Mailer has reserved the exclusive right to conduct co-operative mailings to domiciles in the Territory to an audience selected by the following demographic characteristics ("Segmented Co-Op Mailings") (1) Newly Moved Households also known as "New Movers", (2) Senior Citizens, (3) Households with Minor Children (0-17) also known as "Young Families", (4) Households with Affluent Adults and (5) Households based on Ethnic Origin. The Segmented Co-Op Mailings may be performed by Money Mailer for any advertiser(s), regardless of the nature of the advertisement, the advertiser, the location of the advertiser or the product or service which is the subject of such advertisement, and whether or not such advertiser is a shareholder, director, officer, employee, assignee, successor or other representative of Money Mailer or which has any other ownership or other economic interest in common with Money Mailer. The Segmented Co-Op Mailings may be conducted by Money Mailer under a mark similar to or different from the Marks and may be mailed anywhere in the United States. The Region (and other regions) are authorized to participate the Segmented Co-op Mailings and Region is authorized to allow Franchisee to participate in the Segmented Co-op Mailings under this Agreement. Franchisee acknowledges however, that at the time of signing this Agreement neither Money Mailer, nor Region may be conducting any Segmented Co-op Mailings, and neither Region nor Money Mailer is under any obligation to conduct such Segmented Co-op Mailings in the future.

b.   The Region and Money Mailer will exercise reasonable care to avoid the Segmented Co-Op Mailings from resulting in a total saturation of the Territory without the Franchisee's written consent.

c.    Provided the Franchisee is in good standing and in compliance with the Agreement, the Franchisee may solicit advertisers who wish to participate in Segmented Co-Op Mailings in accordance with the policies and procedures published by Money Mailer and the Region from time to time in the Manuals. The Franchisee will pay for the applicable printing and inserting costs for each client Franchisee secures and must

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purchase Segmented Co-op Mailing products from sources approved by Money Mailer. Should Franchisee elect to participate in any Segmented Co-op Mailings, Franchisee must also pay the Region and/or Money Mailer the then-current fee when Franchisee conducts Segmented Co-op Mailings. Franchisee may only offer and sell Segmented Co-op Mailing under the Marks.

d. Franchisee's right to conduct Segmented Co-op Mailings is non-exclusive and Franchisee acknowledges it has no protected territorial rights, either as to the customers who Franchisee may solicit or as to any categories of business, or otherwise. Money Mailer, Region and other Money Mailer Regions and Franchisees have the unrestricted right to market and sell and to appoint others to market and sell Segmented Co-op Mailings to be mailed within the United States to any customer or account wherever located, and without regard to the effect it may have on Franchisee's sales efforts or the Business. However, as set forth in Paragraph 3.4, Franchisee may not solicit the "existing Business clients" (as previously defined in this Agreement) of other Money Mailer franchisees, without the express, written consent from the other Money Mailer franchisee.

6.9 Affiliate Internet Advertising. Money Mailer makes available Internet advertising on its moneymailer.com, hotcoupons.com and other "co-branded" websites (websites hosted on Money Mailer servers and containing the same content on moneymailer.com (but branded with third party trademarks and logos ("Web Sites"). As the Region may make available as well, Franchisee may make available Money Mailer's Internet advertising to its Money Mailer customers. Money Mailer has authorized Money Mailer to place electronic versions of the coupons advertised by Money Mailer customers on the Web Sites, if Franchisee's customers wish to do so. Should Franchisee elect to make Money Mailer's Internet advertising available to its customers, Franchisee must sign the "Authorization to Offer Electronic Advertising" {attached as Exhibit D to this Agreement) and comply with the " practices and procedures prescribed by Money Mailer for placement of Internet advertising on the Web Sites.

a.   While Money Mailer currently does not charge for this service, Franchisee acknowledges it may be required to pay a fee to Money Mailer's for advertising on the Web Sites in the future. Region may also charge a fee for processing this Internet advertising in the future upon 30 days prior written notice to you. Franchisee is not obligated to offer Money Mailer's Internet advertising. Region may discontinue this Internet advertising at any time. Franchisee may elect to purchase other advertising for Franchisee's customers in accordance with Money Mailer's then-current published price list.

b.    Franchisee's right to make available Money Mailer's Internet advertising on the Web Sites is non-exclusive and Franchisee acknowledges it has no protected territorial rights whatsoever, either as to the customers or categories of business who Franchisee may solicit. Money Mailer has the unrestricted right to market and sell Internet advertising and to appoint others {including Money Mailer, any regional subfranchisor, including Region and other franchisees) to market and sell Internet advertising to any customer or account wherever located without regard to the effect it may have on Franchisee's sates efforts or the Business. However, as set forth in Paragraph 3.4, Franchisee may not solicit the "existing Business clients" (as previously defined in this Agreement) of other Money Mailer franchisees, without the express, written consent from the other Money Mailer franchisee.

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6.10  Additional Money Mailer Approved Products. Money Mailer may from time to time introduce other related advertising products that Franchisee {along with Region) may offer in its operation of the Business. Region, in its reasonable discretion may provide Franchisee the opportunity to offer additional approved products, related to the Business, such as magnet advertising ("Additional Products"). Money Mailer may at any time add and delete such Additional Products. Franchisee may only offer such Additional Products according to the policies and procedures set forth in the Manuals and must obtain such products from sources approved by Money Mailer. Money Mailer may charge a royalty on Additional Products (or assigns the rights to charge such royalties to its regional subfranchisors in its discretion).

6.11  Additional Provisions Regarding Reserved Advertising Rights.

a.   Except as expressly provided in Sections 6.1 through 6.9, Money Mailer's and Region's right to exercise the National and Regional Insert Rights, Envelope Space Rights and Promotional Advertising in the Co-op Mailings, The Solo Mailings, Segmented Co-Op Mailings and Affiliate Internet Advertising through Money Mailer, (collectively known as "Reserved Advertising Rights") will not be limited in any way, whether as to type, style or other characteristic of the advertisement or identity of the printer thereof, the location or other characteristic of the advertiser, the number of regions or franchisees into or onto whose envelopes such Reserved Advertising Rights are exercised, the number or location of addresses mailed, or actual ad type, size or quantity of advertisers or offers (per insert or envelope) and/or advertisements (per insert or envelope). Without limiting the generality of the foregoing, any such Reserved Advertising Rights may provide advertising to local, regional, and/or national companies wherever located.

b.    It is expressly understood and agreed that Money Mailer and Region will have the right from time to time to assign, in whole or in part, any or all of their respective Reserved Advertising Rights to any other party, which may be, but will not be required to be, wholly or partially owned by, or have other economic relationships with, Money Mailer, Region, and/or one or more of Money Mailer's or Region's franchisees, shareholders, directors, officers or employees.

c.    Franchisee will not charge any fee to Money Mailer or Region for the exercise of the Reserved Advertising Rights. In addition, any and all costs or fees charged by or on behalf of any APF used by Franchisee, and any transportation costs required to transport Money Mailer's National Inserts and Region's Regional Inserts to such APF, will be paid by Franchisee. Money Mailer, Region and their advertisers will pay their own costs for printing and/or inserting services performed by Money Mailer in connection therewith.

7.0  ADDITIONAL OBLIGATIONS OF FRANCHISEE

7.1   Minimum Distributions. Franchisee will always strictly conform to, and promptly meet, the Co-op Mailing Schedule established by the Region, (the "Minimum Distribution Requirements") including Co-op Mailing dates and Co-op Mailing Frequency, which the initial Co-op Mailing Schedule is set forth in Paragraph 2.5. After the mailings described in this initial Mailing Schedule, Region Reserves the right to set Franchisee's Co-op Mailing Scheduled including the setting of Co-op Mailing dates and Co-op Mailing Frequency, which Awill likely be greater than the Co-op Mailing Frequency Aset out in the initial

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The original documents were scanned as an image. The original file can be downloaded at the link above.