This is the Digibug API License and Digibug Photo Commerce Agreement (the "Agreement") between Online Photo Products, Inc., a New York corporation with an office located at 6 Dubon Court, Farmingdale, NY 11735 ("Digibug"), and Licensee.

1. Recitals

Licensee is the developer and publisher of an online photo gallery software application or desktop photo application (collectively, the "Photo Solution").

Digibug is the operator and owner of a photo e-commerce solution providing photo prints, cards, books, calendars, gifts and other photo merchandise.

Licensee and Digibug hereby agree to enter into this Agreement to enable Licensee's Photo Solution to submit Photo Product Orders through the Digibug Photo Commerce System for fulfillment by mail order and retail photofinishers.

2. License Grant

The Digibug API, integration code, samples and examples are hereby licensed under the terms of the GNU General Public License ("GPL"), Version 2 or later, as published by the Free Software Foundation and is licensed hereunder without warranty of merchantability or fitness for any purpose. Licensee is free to copy, modify and redistribute any software provided hereunder subject to the terms of the GPL.

3. Service Description

Digibug shall host and operate a Licensee-branded version of the Digibug Photo Commerce System ("the Service") required for End Users to order photo prints, cards, gifts and other merchandise from their images. Branding shall be under the control of Licensee subject to the technical capabilities of the Service. Digibug shall collect all revenues from End Users and shall pay Licensee the Licensee Share set forth in the Payment & Fees section below.

4. Digibug Responsibilities

Digibug shall provide Licensee with the Digibug API to enable Licensee to integrate the Photo Solution with the Service. Digibug shall perform the initial integration and Licensee shall be responsible for subsequent updates and maintenance of the integration. Digibug and Licensee shall jointly market and promote the Service and shall seek to maximize the revenues and gross profits of the Service. Digibug shall perform all first-level End User customer support for users of the Service.

5. Licensee Responsibilities

Licensee shall market and distribute the integration code between the Photo Solution and the Service as a standard feature of the Photo Solution.

6. Payments & Fees

Licensee shall receive a Licensee Share based on the gross margin of Products and shipping revenues passing through the Service according to the following schedule:

(a) Consumer Orders

"Consumer Orders" shall mean photo product orders where the pricing is set by Licensee.

"Sales Price" (SP) shall mean the actual product price paid by Consumer.

"Wholesale Price" (WP) shall mean the published Digibug Wholesale Price Sheet for photo product order fulfillment services as updated from time to time at Digibug's sole and exclusive discretion.

"Gross Profit" (GP) shall mean the Sales Price minus the Wholesale Price (GP = SP - WP)

"Commission Rate" (CR) shall mean the Digibug share of Gross Profit and under this agreement is set at 20% of Gross Profit

"Commission" shall equal Gross Profit multiplied by Commission Rate (GP * CR)

"Licensee Share" PS shall equal Gross Profit minus Commission (GP - C)

PS = GP - C = (SP - WP) - CR * (SP - WP)

Example (USD currency):

SP = $0.31
WP = $0.16
GP = SP - WP = $0.31 - $0.16 = $0.15
CR = 20%
C = $0.15 * 20% = $0.03
PS = $0.15 - $0.03 = $0.12

(b) Professional & Event Orders ("Sell Photos" functionality)

Digibug enables users of Licensee's Photo Solution to sell their own photos and earn a share of the profits. In such cases, the integration of the Photo Solution with the Service would allow the Photo Solution user (the "Photographer") to set their own prices and branding for the Service. The pricing, commission and payments model is identical to the Consumer Orders section above, except that the Photographer is paid 80% of the Gross Profit, not Licensee. The Licensee Share for these orders would be 25% of Digibug's Commission (e.g. 25% of Gross Profit times 15%), or 4.5% of Gross Profit. Example: on a $9.99 Pro Order with a Wholesale Price of $0.16, the Gross Profit is $9.83. The Digibug Commission on this order is $1.48 ($9.83 * 15%). The Licensee Share would be $0.37 ($1.48 * 25%).

Digibug will pay Licensee the Licensee Share on a monthly basis by the 30th day following the end of the calendar month of service. All payments will be made in U.S. Dollars by a check drawn on a U.S. financial institution, or through other payment methods as solely determined by Digibug. Digibug shall have the right to withhold payment until the amount due is $25.00 (USD) or greater. In addition, Digibug shall have the right to withhold taxes, duties, levies, or other amounts as required by national, regional or local governmental jurisdictions.

7. Branding & Trademarks

Licensee Grant to Digibug. Licensee hereby grants to Digibug, during the term of this Agreement, a non-exclusive, non-transferable, worldwide license to use such trademarks, trade names, logos or service marks of Licensee ("Licensee Marks") as may be appropriate to enable Digibug to feature, promote and display the Service pursuant to and in accordance with the terms and conditions of this Agreement. All usage of the Licensee Marks shall be subject to and in accordance with Licensee's prior written approval. Before displaying the Licensee Marks, Digibug shall provide to Licensee appropriate screen prints thereof for Licensee's examination and reasonable approval which shall not be unreasonably withheld, delayed or conditioned. Digibug acknowledges that Licensee is the sole and exclusive owner of the Licensee Marks and the goodwill associated therewith. Digibug agrees (a) that any and all use of the Licensee Marks shall inure to the benefit of Licensee, (b) that Digibug shall not assert any claim of ownership to the Licensee Marks or otherwise interfere with Licensee's sole and exclusive rights thereto and (c) that Digibug shall not, during the term of this Agreement or after termination of this Agreement use, register or attempt to register with any agency or in any jurisdiction any of the Licensee Marks or any mark confusingly similar therewith.

8. Confidential Information

Nondisclosure of Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products, and other information held in confidence by the other party ("Confidential Information"). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. Confidential Information will also include, but not be limited to, the Service, Digibug Technology, Licensee Technology, End-User data, and the terms and conditions of this Agreement. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by applicable law, legal process or government regulation or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. Digibug and Licensee each agrees that it will not, directly or indirectly, reverse engineer, decompile or disassemble any tangible property which embodies the Confidential Information of the other party or otherwise attempt to derive source code or other trade secrets from the other party.

Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

9. Intellectual Property.

General Ownership. Except for the rights expressly granted herein, this Agreement does not transfer from Digibug to Licensee any Intellectual Property Rights of Digibug, including without limitation the Service or any Digibug technology, and all right, title and interest in and to such Intellectual Property Rights, including without limitation the Service and the Digibug technology, will remain solely with Digibug. Except for the rights expressly granted herein, this Agreement does not transfer from Licensee to Digibug any Intellectual Property Rights of Licensee, including without limitation the Licensee technology, and all right, title and interest in and to such Intellectual Property Rights, including without limitation the Licensee technology, will remain solely with Licensee.

End-User Data Ownership. Digibug shall own all Data relating to End-Users created under this agreement. Neither party shall intentionally send unsolicited commercial messages or communications in any form ("SPAM") to any End-User who has requested not to receive such messages.

General Skills and Knowledge. Neither party will be prohibited or enjoined at any time by the other party from utilizing any skills or knowledge of a general nature acquired during the course of its performance hereunder, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for a third party.

10. Digibug Representations and Warranties

Authority and Performance of Digibug. Digibug represents and warrants that (i) it has the legal right (including all Intellectual Property Rights) and authority required to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and delivery of the Services to Licensee, and its use of any data related to End Users will not violate any applicable national, federal, state or local laws or regulations, or cause a breach of any agreements between Digibug and any third parties.

Service Performance Warranty. Digibug warrants that it will operate the Services in a professional and diligent manner consistent with industry standards reasonably applicable to the performance thereof.

Disclaimer of Actions Caused by and/or Under the Control of Third Parties. DIGIBUG DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM ITS HOSTING ENVIRONMENT AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT LICENSEE'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH DIGIBUG WILL AT ALL TIMES HEREUNDER USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, DIGIBUG CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, DIGIBUG DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, AND LICENSEE'S USE OF THE SERVICE IS AT ITS OWN RISK. DIGIBUG DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DIGIBUG DOES NOT WARRANT THAT THE SERVICE WILL MEET ALL OF LICENSEE'S OR END-USERS' REQUIREMENTS; WILL OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE OR END-USERS; OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. NO EMPLOYEE, AGENT, DEALER, OR RESELLER IS AUTHORIZED TO MAKE ANY WARRANTY ON DIGIBUG'S BEHALF.

11. Licensee Representations and Warranties.

Authority and Performance of Licensee. Licensee represents and warrants that (i) it has the legal right and authority to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and use of the Services and any data related to End-Users will not violate any applicable national, federal, state or local laws or regulations, or cause a breach of any agreements between Licensee and any third parties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, LICENSEE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES.

End-User Terms of Service. Licensee agrees to use commercially reasonable efforts to notify Digibug promptly in writing of the existence of any improper use of the Services or violations of the End-User Terms of Service or the Copyrights of third parties which Licensee becomes aware and Digibug agrees to delete or block photofinishing services to any End-User Account so reported within one business day of such notification. Digibug shall notify Licensee on a weekly basis of the End-User Accounts that it has removed (but not deleted) or blocked in accordance with the End-User Terms of Service. Upon such notice, Licensee can suggest reinstatement for specific End-User Accounts. All accounts that are not reinstated by Digibug will be permanently deleted or blocked. Notwithstanding anything herein to the contrary, Digibug shall have the absolute right to delete or block any Picture or End-User Account that Digibug believes, in its sole discretion, is an improper use of the Service or violates the End-User Terms of Service or another's Copyrights or intellectual property.

12. Limitations of Liability

General. EXCEPT AS A RESULT OF SUCH PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, THE LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CAUSE, REGARDLESS OF THE FORM OF LEGAL ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE OCCURANCE OF SUCH BREACH.

Consequential Damages Waiver. IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, UNLESS SUCH DAMAGES ARISE AS A RESULT OF SUCH PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

Basis of the Bargain; Failure of Essential Purpose. The parties acknowledge that Digibug has set its prices and both parties have entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

13. Indemnification

General Indemnification. Each party (the "Indemnitor") shall defend, indemnify and hold the other (the "Indemnitee") harmless from and against any and all disputes, demands, claims, actions, proceedings or suits (each, a "Claim") brought by any third party against the Indemnitee alleging (i) personal injury or damage to tangible personal property caused by the negligence or willful misconduct of the Indemnitor, (ii) any violation of or failure by the Indemnitor to comply with any federal, state or local law or regulation applicable to the Indemnitor, including without limitation any privacy or anti-SPAM regulations, or (iii) the use of SPAM by the Indemnitor in breach of Section 8 hereof, and will pay any reasonable costs and expenses (including without limitation reasonable attorneys' fees) incurred by the Indemnitee prior to the time at which the Indemnitee is required to give written notice of such Claim as provided below, and all costs, settlements, or judgments finally awarded (collectively, "Damages") related thereto.

Infringement Indemnification.

General. Each party (as Indemnitor) shall defend, indemnify and hold the other (as Indemnitee) harmless from and against any and all Claims brought by any third party against the Indemnitee based on the alleged infringement or violation of a patent, copyright, trade secret or other Intellectual Property Right by the Service or the Photo Solution and will pay any reasonable costs and expenses (including without limitation reasonable attorneys' fees) incurred by Indemnity prior to the time at which Indemnitee is required to give written notice of such Claim as provided below, and all Damages related thereto.

Judgment. If a judgment is obtained prohibiting Licensee's use of any part of the Service, or if Digibug reasonably believes in good faith that there is a likelihood of a claim of infringement, without limiting Digibug's obligation to indemnify Licensee hereunder, Digibug may at its option and expense (i) procure for Licensee the right to continue to use and market the Service, (ii) modify or replace the Service so as to render the same non-infringing while providing substantially equivalent functionality, or (iii) if (i) or (ii) are not available on commercially reasonable terms acceptable to Digibug, Digibug may terminate this Agreement in whole or only with respect to the Service subject to such Claim.. If the effect of changes implemented pursuant to (i) or (ii) results in a material and adverse degradation in the Services as compared to those Services provided prior to any such change, then Licensee may terminate this Agreement in whole or only with respect to the Service subject to such Claim.

Modification or Combination. Digibug shall have no obligation to defend, indemnify or hold Licensee harmless for any portion of a Claim or Damage to the extent such portion is based upon (i) the operation or use of the Service in combination with any product, program or data format not required by Digibug, including the Licensee's Photo Solution, if and to the extent such Claim would not have arisen absent such combination, or (ii) modifications to the Service made by a party other than Digibug or a party acting under the direction of Digibug.

Notice. Each party's indemnification obligations hereunder shall be subject to (a) receiving written notice from the other party of the existence of any Claim within twenty (20) days, if practicable, of such other party being notified of such Claim; (b) being able to, at its option, control the defense or settlement of any such Claim; (c) permitting the indemnified party to participate in the defense of any Claim, at the indemnified party's sole expense; and (d) receiving commercially reasonable cooperation of the indemnified party in the defense thereof.

14. Term and Termination

Initial Term. The term of this Agreement shall commence on the Effective Date and shall continue for one year. This agreement shall automatically renew for additional one-year terms unless either party notifies the other at least 60 days prior to the anniversary of the Effective Date.

Termination Events. Either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay undisputed fees or any other charges hereunder, which must be cured within ten (10) days after receipt of written notice, or except in the case of a failure operate the Service at a commercially acceptable level, which must be cured within five (5) days after receipt of written notice; or (ii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

Effect of Termination. Upon the effective date of the termination of this Agreement:

Digibug will immediately cease providing the Service(s) except to the extent required to complete End User orders placed prior to the termination; Licensee will immediately cease using the Services; any and all payment obligations of one party to the other under this Agreement incurred through the date of termination will immediately become due; and within thirty (30) days of such termination, each party will return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 7-14 inclusive.

15. Miscellaneous

Force Majeure. Except for any obligation to make payments hereunder, neither party shall be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses commercially reasonable efforts to promptly correct such failure or delay in performance.

No Third Party Beneficiaries. Digibug and Licensee agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

Governing Law. This Agreement is made under and will be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, USA, excluding its conflict of laws principles and the parties hereto specifically exclude this Agreement from any application of the United Nations Convention on the International Sale of Goods.

Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

Assignment. Either party may assign this Agreement in whole, without prior consent, to any affiliate of such party or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Neither party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party. Any attempted assignment or delegation in violation of this paragraph will be void. Notwithstanding the foregoing, Digibug may delegate the performance of certain Services to third parties, including Digibug' wholly owned subsidiaries, provided Digibug controls the delivery of such Services to Licensee and remains responsible and obligated to Licensee for the delivery of such Services. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

Notice. All notices required or permitted hereunder shall be in writing and shall be sent by personal delivery, by a reputable nationwide overnight courier service prepaid, or by facsimile with confirmed answerback. Notices shall be sent to the address first set forth above for such party, attention "President" with a copy to the attention of "General Counsel." Notices shall be effective upon delivery in the case of personal delivery, on receipt in the case of facsimile, and one day after being sent via overnight courier. No change of address shall be binding upon the other party hereto until written notice thereof is received by such party at the address first set forth above.

Relationship of Parties. Digibug and Licensee are independent contractors and this Agreement will not establish any relationship of Licenseeship, joint venture, employment, franchise or agency between Digibug and Licensee. Neither Digibug nor Licensee will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

Entire Agreement; Counterparts; Originals. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or invoice by Licensee or Digibug shall be deemed objected to by the other party without need of further notice of objection, and shall be of no effect or in any way binding upon the other party. This Agreement may be executed by facsimile in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Once signed, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) shall be considered an original. This Agreement may be changed only by a written document signed by authorized representatives of Digibug and Licensee.