Advertising Agreement

This Advertising Agreement (this "Agreement"), dated as of July 1, 2007, is made by and between and The AggieBuyer, a property of SidePorch Studios of Bryan, Texas ("The AggieBuyer"), and any company, organization or individual (The "Client") that initiates an order for advertisement space, paid, barter, or gratis within The AggieBuyer Website, printed materials, other media, or promotional merchandise.

This agreement may be superseded by written a contract between The AggieBuyer and The Client. Until such time, The Client's use of services from The AggieBuyer constitutes an understanding and acceptance of the terms in this Agreement.

In consideration of the mutual promises contained in this Agreement,
The Client and The AggieBuyer hereby agree as follows:

SECTION 1.   DEFINITIONS

     The following terms (and all declensions thereof) are used in this Agreement with the respective meanings set forth below:

     1.1     "ABOVE-THE-FOLD" means situated within the portion of a page that is designed to be visible on a standard computer screen with a resolution of 640 pixels by 480 pixels without requiring the user to scroll horizontally or vertically through the page.

     1.2     "AFFILIATE" means, with respect to either Party, any individual or entity that, by virtue of a majority ownership interest, directly controls, is controlled by or is under common control with that Party.

     1.3     "The Client SITE" means, collectively, all points of presence and/or services maintained by The Client or its Affiliates on the Internet or on any other public data network.

     1.4     "The AggieBuyer SITE" means, collectively, and subject to the limitations set forth in the following sentences of this Section 1.4, all points of presence and/or services maintained by The AggieBuyer on the Internet as www.AggieBuyer.com or on any other public data network; provided.. To the extent that The AggieBuyer enters into agreements with third parties relating to the joint development and/or hosting of co-branded or outsourced personal home page communities, such co-branded and outsourced communities shall not constitute part of the "The AggieBuyer Site," unless The AggieBuyer determines, in its sole discretion, that the inclusion of any such co-branded or outsourced communities does not in any way conflict with or violate any such agreement with a third party, or any agreements or other arrangements that such third party may have with any other party. If The AggieBuyer makes such a determination, it shall notify The Client of such determination, and or revise this public notice of Agreement, and the co-branded or outsourced community in question shall thereupon become part of the "The AggieBuyer Site."

     1.5     "The AggieBuyer BASIC COMMERCE PLATFORM" means the collection of links, advertisements and promotional placements associated within the The AggieBuyer Site.

     1.6     "VIEWER" means any user of the The AggieBuyer Site who executes a link and is connected to the The Client Site.

     1.7     "COMMENCEMENT DATE" means the date The Client first provides The AggieBuyer with all links, advertisements and other promotional placements and payment for services required.

     1.8     "COMPETITOR" means any individual, corporation, corporate division, manufacturer, retail site, World Wide Web site or other entity that may also be utilizing services of The AggieBuyer.

     1.9     "THE HOME PAGE" means the primary home page of The AggieBuyer, at www.AggieBuyer.com.

     1.10    "SESSION" means each instance in which a user accesses the The Client Site via a hypertext link embedded in any link, advertisement or other promotional placement provided by The AggieBuyer under this Agreement, and then views one or more consecutive The Client Site pages. A Session terminates when the user exits the The Client Site by any means.

     1.11    "EXCLUSIVE AREAS" means the The AggieBuyer neighborhood , that includes but is not limited to AggieBuyer.com, any of the Special Interest pages within AggieBuyer.com, and may also include BuyAggieAds.com, AggieRoots.com, AggieHeroes.com, AggieKids.net,, The Kid's Page and any future additions to The AggieBuyer network.


SECTION 2.   LINKAGE

     2.1     The graphic or other visual cue depicted and provided by The Client, or created by The AggieBuyer/SidePorch Studios for The Client, which may include names, trademarks, servicemarks, designmarks, symbols and/orother indicia of origin (the "The Client Icon") shall be included among the The AggieBuyer Commerce Platform hyperlink icons during the Term. When clicked upon by aViewer, the The Client Icon will link the Viewer with the The Client Site. The AggieBuyer shall create and maintain the link between the The Client Icon and the The Client Site. The Client shall furnish The AggieBuyer with full color representations of the The Client Icon at least ten

The AggieBuyer requests (3) business days prior to the Deployment Date for The AggieBuyer' use under this Agreement. The AggieBuyer agrees that it will display the The Client Icon in a manner agreed to by the Parties and commensurate with its display of other vendor hyperlink icons within the The AggieBuyer Basic Commerce Platform. If The Client subsequently modifies the The Client Icon, it shall furnish a representation of same to The Aggie Buyer which The AggieBuyer shall substitute for the prior version within three (3) business days for the next scheduled publication date.

     2.2     The graphic or other visual cue depicted on the attached Exhibit A,
which may include names, trademarks, servicemarks, designmarks, symbols and/or other indicia of origin as agreed to by the Parties, (the "Return Icon") shall be displayed by The AggieBuyer on each page of the The AggieBuyer Site as requested by ordering services by The Client, and to be viewed by a Viewer during the Term in the position within the page layout as shown on Exhibit A. When clicked upon by a Viewer, the Return Icon will link the Viewer with the The AggieBuyer Commerce Platform which was the point of departure prior to linkage with the The Client Site. The Client shall be responsible for creating the link between the Return Icon and the The AggieBuyer Basic Commerce Platform for Client's monitoring and tracking purposes.. The Client use under this Agreement. If The AggieBuyer subsequently modifies the Return Icon, it shall furnish a representation of same to The Client which The Client shall substitute for the prior version within five (five) business days or one (1) day prior to publication. The AggieBuyer Basic Commerce Platform makes no guarantees to The Client regarding the number, frequency or quantity of Viewers or marketing demographics of Viewers to the The Client Site.

SECTION 3   PRESENTATION

     3.1     The Client shall ensure that the version of the The Client Site viewed by Viewers who link to the The Client Site through the The AggieBuyer Basic Commerce Platform shall be substantially similar to the The Client Site viewed by non-Viewers except for The Client co-branded sites with other companies, the Return Icon and as elsewhere provided for in this Agreement.

     3.2    The Client accepts that The AggieBuyer may accept advertisements from one or more of the Client's competitors. Ad placement on any page within The AggieBuyer Site is prioritized by (a.) any client providing additional fees for Above-the-Line Placement, (b) size of the visual with consideration for page function and design. The AggieBuyer will make as much of an effort as deemed possible to not place a competitors visual adjacent to, or bordering The Client's visual, however The AggieBuyer makes no promises or claims to do so. The AggieBuyer will not make any compensation to The Client should such a placement occur.

SECTION 4   ADVERTISING RESTRICTIONS

     4.1   The AggieBuyer reserves the right to refuse, limit or restrict advertisement content on products, services or information from businesses, individuals or organizations, that The AggieBuyer at it's sole discretion deems inappropriate for display on or within The AggieBuyer Commerce Platform. The AggieBuyer further reserves the right to make such discretions without disclosing the reasoning of such judgments to The Client, prospective clients or the public.

    4.2   Prohibited products, services and information includes but is not limited to abortion services, Planned Parenthood, predatory lenders, casinos, specific products containing tobacco or alcohol, illegal drugs, illegal firearms, sexually oriented businesses or services, illegal exotic animals, animal products restricted by law, hate groups, racially biased groups, religious groups that are deemed to be cults or have fascist ideologies and organizations that are deemed to actively or make efforts to oppress or restrict individual freedoms or rights.

     4.3. The AggieBuyer further prohibits advertising on pages that are specifically designed for children under the age of twelve (12). Activities, games and portions of pages may be "Sponsored" by a company or product. The AggieBuyer should be contacted for additional information as decisions are made on an individual basis.

SECTION 5.   COMPENSATION

     5.1     As full consideration for The AggieBuyer' performance under this Agreement (including, without limitation, The AggieBuyer' provision of all links, advertisements and promotions specified, The Client will pay The AggieBuyer the advertisement fees and variable incentive payments from specified in invoices, including any electronic invoice that may be provided at checkout page located at www.BuyAggieAds.com.

     5.3     During the term of this Agreement (including any renewal term), for each qualifying period that the services of The AggieBuyer are used, that occurs subsequent to the Commencement Date, The Client will pay The AggieBuyer the applicable rates for renewal.

SECTION 6.   IMPLEMENTATION

     6.1     The AggieBuyer and The Client acknowledge that time is of the essence in the design, development and commencement of the links, advertisements and promotional placements specified in this Agreement. Accordingly, the Parties will devote all commercially reasonable efforts to launch each link, advertisement and promotional placement as soon as reasonably possible, in accordance with a written development plan to be negotiated by the Parties in good faith.

     6.2     The AggieBuyer, will test the links, advertisements and promotional placements required under this Agreement prior to the time that they "go live" on the The AggieBuyer Site (e.g., prior to the time that they are implemented and enabled on a production version of the The AggieBuyer Site).

     6.3     The AggieBuyer will not cause any link, advertisement or promotional
placement under this Agreement to go live on the The AggieBuyer Site prior to the applicable date agreed by the Parties.

SECTION 7.   TRAFFIC DATA

     7.1     Commencing on February 1, 2008 The Aggie Buyer will provide data, available for view online, concerning search and browsing behavior on the The AggieBuyer Site, to the extent such behavior reasonably could relate to the Viewer's Use of The AggieBuyer Site.
The Client is responsible for creating and maintaining tracking methods from any visual, icon or link from The AggieBuyer Site.

SECTION 8.   EXCLUSIVITY AND MEDIA GUARANTEE

     8.3     To preserve the benefits provided to The Client under this Agreement, in the event that The AggieBuyer enters into any merger, acquisition, transfer of control, sale of substantial assets or similar transaction with any Competitor, The Client has the right to terminate this Agreement with twenty-four (24) hours notice.

     8.4           At any time The Client has not provided sufficient payment for services rendered by The AggieBuyer, The AggieBuyer is no longer bound to the terms of this agreement..

SECTION 9.   INDEMNIFICATION

     9.1     The Client shall at all times indemnify and hold harmless The AggieBuyer, including any director, officer, employee, agent or representative thereof (the "Indemnified Parties") from and against any and all claims, suits, losses, damages, costs, expenses and liabilities of whatsoever nature or kind (including, but not limited to, attorneys' fees, litigation and court costs, amounts paid in settlement, amounts paid to discharge judgment(s)) directly or indirectly resulting from, arising out of, or related to (a) the operation of the The Client Site, or (b) the violation of third-party intellectual property rights by any editorial content or other materials provided by The Client for display on the The AggieBuyer Site. Subject to The AggieBuyer' compliance with the procedures described in Section 9.3, The Client will pay any award against The AggieBuyer or its Affiliates (or their respective employees, directors or representatives) and any costs and attorneys' fees reasonably incurred by The AggieBuyer and its Affiliates resulting from any such claim or action.

     9.2     The Client shall at all times indemnify and hold harmless The AggieBuyer,including any director, officer, employee, agent or representative thereof (the "Indemnified Parties") from and against any and all claims, suits, losses, damages, costs, expenses and liabilities of whatsoever nature or kind (including, but not limited to, attorneys' fees, litigation and court costs, amounts paid in settlement, amounts paid to discharge judgment(s)) directly or indirectly resulting from, arising out of, or related to (a) the operation of the The AggieBuyer Site, or (b) the violation of any third-party intellectual property rights by any editorial content or other materials provided by The Client for display on the The AggieBuyer Site.

SECTION 10. INTELLECTUAL PROPERTY RIGHTS

     10.1    Subject to the limited license granted to The AggieBuyer under Section 10.2, The Client reserves all of its right, title and interest in its intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Subject to the limited license granted to The Client under Section 10.3, The AggieBuyer reserves all of its right, title and interest in its intellectual property rights. Neither Party grants any license to the other except as specifically set forth in this Section 10.

     10.2    The Client hereby grants to The AggieBuyer, during the term of this Agreement, a non-exclusive, non-transferable license to use The Client's trade names, trademarks, service names and similar proprietary marks as is reasonably necessary to perform its obligations under this Agreement.

     10.3    Neither The AggieBuyer nor The Client will use the other Party's proprietary marks in a manner that disparages the other Party or its products or services,or portrays the other Party or its products or services in a false,competitively adverse or poor light. Each of The AggieBuyer and The Client will comply with the other Party's requests as to the use of the other Party's proprietary marks and will avoid any action that diminishes the value of such marks. Either Party's unauthorized use of the other's proprietary marks is strictly prohibited.

SECTION 11. TERM AND TERMINATION

     11.1    Terms of this agreement are valid from the Commencement of this agreement to the end of the period for which payment for services has been rendered.

     11.2    Either The AggieBuyer or The Client may terminate this Agreement if the other party (a) materially breaches this Agreement and does not cure the breach within thirty (30) days following its receipt of written notice from the non-breaching party, or (b) ceases to carry on the portion of its business that relates to this Agreement. In the event that The Client terminates this Agreement pursuant to the terms of this Section 11.3, The Client's obligation to make any other payments under this Agreement will be eliminated.

     11.3    Sections 9, 12 and 13 (together with all other provisions that reasonably may be interpreted as surviving termination or expiration of this Agreement) will survive the termination or expiration of this Agreement.

SECTION 12   LIABILITIES

      12.1   Neither The Client, nor The AggieBuyer will be liable to the other for consequential damages (including, without limitation, lost profits or lost data) arising out of this agreement each Party's entire liability arising from this agreement (except for liabilities arising under Section 9 or resulting from the Party's willful misconduct), whether in contract or tort, will not exceed the amounts to be paid to the client under Section 5.

     12.2    The Client will remain solely responsible for the operation of the The Client Site, and The AggieBuyer will remain solely responsible for the operation of the The AggieBuyer Site. Each Party (a) acknowledges that the The Client Site and the The AggieBuyer Site may be subject to temporary shutdowns due to causes beyond the operating Party's reasonable control, and (b) subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site.

SECTION 13. MISCELLANEOUS

     13.1    The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, franchise or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement on the other's behalf of or in the other's name.

     13.2    Each party agrees that the Confidential Information of the other party will be held in confidence to the same extent and the same manner as each party protects its own Confidential Information, but each party agrees that in no event will less than reasonable care be used. Each party shall, however, be permitted to disclose relevant aspects of such Confidential Information to its officers, employees and consultants on a need-to-know basis, provided that they have undertaken to protect the Confidential Information to the same extent as required under this Agreement. Each party agrees to use all reasonable steps to ensure that the other party's Confidential Information received under this Agreement is not disclosed in violation of this paragraph. "Confidential Information" means the terms of this Agreement, except as otherwise specifically provided in the Agreement; each party's trade secrets, including but not limited to, financial information, processes, formulas, specifications, programs, instructions, source code, technical know-how, methods and procedures for operation, benchmark test results, information about employees, customers, marketing strategies, services, business or technical plans and proposals, in any form; and any other information relating to either party that is not generally known to the public at large.

    13.3    Confidential Information shall not include information that (1) is or
becomes generally known or available to the public at large through no negligent act or omission of either party; (2) can be demonstrated to have been available lawfully to either party prior to the disclosure or had thereafter been
furnished to either party without restrictions to disclosure or use; or (3) can
be demonstrated to be independently developed by the recipient of Confidential
Information without use of such Confidential Information and such independent
development is proven on the basis of either party's records related to such
development.

     13.4    In its performance of this Agreement, each Party will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, each Party will

     13.5     Neither The Client nor The AggieBuyer will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event .

     13.6     If any litigation is commenced to enforce any provision of this Agreement or to seek a declaration of rights of the parties hereunder or as a result of any breach of any provision of this Agreement, the prevailing party will be entitled to recover from the non-prevailing party all of its costs and expenses incurred in connection with such litigation, including without limitation reasonable attorneys' fees.

     13.7     Neither The Client nor The AggieBuyer may assign this Agreement, in whole or in part, without the other Party's prior written consent (which will not be withheld unreasonably).

     13.8    If any provision of this Agreement is declared null, void or otherwise unenforceable, such provision will be deemed to have been severed from this Agreement to the minimal extent if necessary, which Agreement will otherwise be and remain in full force and effect to its remaining provisions.

     13.9   This Agreement (a) represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous, contemporaneous or oral or agreements regarding such subject matter, (b) may be amended or modified only by a written instrument signed by a duly authorized agent of each party, and (c) will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Texas, without reference to its choice of law rules. If any provision of this Agreement is held to be invalid, such invalidity will not effect the remaining provisions.

This agreement is subject to, and does not supersede any affiliate marketing agreements that The AggieBuyer has entered into.

>> Last Revised July 1, 2007