PREAMBLE

A. iBolz publishes and maintains web sites in different languages (collectively the "Language Sites") on the Internet at URLs it owns. These Language Sites can contain material translated into other languages from content provided by Content Providers, other third party sources and/or its own original content. iBolz owns and manages the Language Sites worldwide (collectively, the "iBolz Network") which, among other things, generates online advertising revenues.

B. Content Provider owns or has the right to publish Original Content in a single Original Language and maintains separate independent site(s) on the Internet (the "Content Provider Site") in that Original Language.

C. Content Provider wishes to grant iBolz the rights to adapt, translate, convert and publish Content Provider's content in other languages than the Original Language through the iBolz Network.

Therefore, the parties agree as follows:

1. CONTENT PROVIDED TO iBolz

a) Content Provider will provide access to its web-based Original Content to iBolz through electronic means as specified in the iBolz website. The Original Content will comply with the restrictions of Undesirable Content as outlined in the www.iBolz.com website; provided, however, that Content Provider does not warrant that the Original Content is error free.

b) iBolz may incorporate translations of the Original Content into any language, of parts or all of the Original Content, into selected pages of the iBolz Network (the "Language Content Pages"), at iBolz's sole discretion.

c) Content Provider will have sole control and responsibility over the Original Content. Content Provider and iBolz will mutually agree on reasonable legal disclaimers for the Language Content Pages.

d) iBolz will have sole ownership and control over the Language Content, "look and feel" of the iBolz Network. iBolz will have sole responsibility for providing, hosting and maintaining, at its expense, the iBolz Network.

e) Content Provider will have sole responsibility for providing the Original Content to iBolz, at its own expense.

f) Content Provider is free to publish and distribute the Original Content at its sole discretion without restriction from iBolz.

2. GRANT OF CONTENT LICENSE

Content Provider hereby grants to iBolz an exclusive, worldwide license to translate, use, reproduce, distribute, transmit and publicly display the Language Content in accordance with this Agreement and to sub-license the Language Content to iBolz's wholly-owned subsidiaries or to joint ventures in which iBolz participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Language Content in accordance with this Agreement. iBolz's only payment obligation to Content Provider in consideration for such license is set forth in Advertising Revenues and Royalty Payments section of this Agreement.

3. ADVERTISING REVENUES AND ROYALTY PAYMENTS

a) iBolz will be solely responsible for generating advertising revenues on the iBolz Network in any manner, with whomsoever it deems appropriate.

b) iBolz will pay Content Provider royalties for use of the Original Content on a quarterly basis at an agreed upon percentage of the "Net Advertising Revenue" that accrues to iBolz as a result of the Language Content produced from the Original Content, during the term of this Agreement, from advertising that appears on "Advertising Pages." "Net Advertising Revenue" means all advertising revenues that accrues to iBolz during the applicable payment period. "Advertising Pages" mean Language Content Pages that display the Language Content or any portion thereof produced from the Original Content. "Advertising Pages" specifically exclude iBolz and Search engine spiders or crawlers in search results pages.

c) Payments by iBolz to Content Provider will be due within thirty (30) days of the receipt of advertising revenues.

d) With each payment, iBolz will provide to Content Provider documentation reasonably detailing the calculation of the payment.

e) iBolz will maintain accurate records with respect to the calculation of all payments due under this Agreement. Content Provider may, upon no less than thirty (30) days' prior written notice to iBolz and no more than once per year, cause an independent Certified Public Accountant to inspect the records of iBolz reasonably related to the calculation of such payments during iBolz's normal business hours. The fees charged by such Certified Public Accountant in connection with the inspection will be paid by Content Provider, unless any such inspection reveals any underpayment of fees by iBolz of greater than ten percent (10%), in which event iBolz shall reimburse Content Provider for any reasonable fees charged by such Certified Public Accountant in connection with such inspection.

4. CONTENT OWNERSHIP AND LICENSE

a) Content Provider will retain all right, title and interest in and to the Original Content worldwide (including, but not limited to, ownership of all copyrights and other intellectual property rights therein).

b) iBolz will retain all right, title, and interest in the iBolz Network worldwide (including, but not limited to, ownership of all in the Language Content and copyrights thereof, look and feel and other intellectual property rights therein) associated with the Language Sites.

5. TRADEMARK OWNERSHIP AND LICENSE

a) Content Provider will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the license granted to iBolz hereunder. Any use of any such trademarks by iBolz shall inure to the benefit of Content Provider and iBolz shall take no action that is inconsistent with Content Provider's ownership thereof.

b) iBolz will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the license granted by Content Provider hereunder. Any use of any such Trademarks by Content Provider shall inure to the benefit of iBolz and Content Provider shall take no action that is inconsistent with iBolz's ownership thereof.

d) Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other except:

(i) As the parties may agree in writing; or
(ii) To the extent permitted by applicable law.

6. TERM

The term of this Agreement will begin on the Effective Date and will end one year thereafter. This Agreement will automatically renew for additional terms of one year each, unless either party notifies the other in writing at least thirty (30) days prior to automatic renewal that it does not wish to renew this Agreement.

7. GENERAL TERMS AND CONDITIONS

This Content License Agreement is further subject to the General Terms and Conditions as contained in the www.iBolz.com website.