ADVERTISING AGREEMENT

THIS ADVERTISING AGREEMENT (the "Agreement") is made as of this ___ day of March, 2001 (the "Effective Date") between ______________________., with offices at _____________________ ("First Party") and ______________________. ("Second Party"), a _________________ (state) corporation, with offices at ________________________________.

1 "Click-through" shall mean a user presence at the Second Party Site that originated from a First Party site or any banner promotional advertisements or promotions that are part of this Agreement or the Insertion Order.

"Second Party Site" shall mean the on-line packaged goods and services owned, offered or operated by __________________ or any successors thereto and currently located at http://www._______________________.com.

2. TERM. This Agreement shall commence upon the Effective Date and, unless terminated as provided herein, shall remain in effect for two (2) years from the start date of the Insertion Order, attached as Exhibit A, or until 200,000 Click-throughs are delivered, whichever shall first occur.

3. INSERTION ORDER. This Agreement is being executed in connection with an Insertion Order (the "Insertion Order"). The Insertion Order is hereby incorporated herein by reference, and the terms of this Agreement are hereby incorporated into the Insertion Order by reference. In the event of any inconsistency between the Insertion Order (including the Standard Terms and Conditions incorporated therein) and this Agreement, the terms of this Agreement shall control.

4. TERMS OF PAYMENT. Second Party will be invoiced monthly during the contract period set forth on the Insertion Order. Payment shall be made to First Party within thirty (30) days from the date of invoice. Amounts paid after such date shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less); except that amounts that are the subject of a good faith dispute by Second Party shall be exempt from interest for a period of thirty (30) days from the date of invoice.

5. CLICK-THROUGHS. In accordance with the Insertion Order attached hereto as Exhibit A, First Party shall deliver no more than 200,000 Click-throughs to the Second Party Site from any First Party property during the term of this Agreement, Second Party shall pay to First Party the per Click-Through amounts according to the payment schedule set forth on the Insertion Order. First Party shall use reasonable commercial efforts to deliver 200,000 Click-throughs during the term of this Agreement.

6. First Party shall provide account management support and shall make reasonable efforts to hold monthly account reviews with Second Party.