Internet Advertising Agreement - Pay-Per-Click Agreement

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.