AGREEMENT BETWEEN USER AND ADVANCED MARKETING CORPORATION
The Ultimate Promotion Web Site is comprised of various Web sites and Web pages operated by Advanced Marketing Corporation or its affiliates, these Web sites will be collectively referred to in this agreement as the "Advanced Marketing Corporation Network".

Use of the Advanced Marketing Corporation Network provides a variety of services to third party Web sites participating in the Advanced Marketing Corporation Network (the "Member Sites"). The Member Sites are not under the control of Advanced Marketing Corporation and Advanced Marketing Corporation is not responsible for the actions or the contents of any Member Site, any link contained in a Member Site, or any changes or updates to such sites. If you have a question regarding a Member Site, please contact the owner of such site directly.

The Advanced Marketing Corporation Network is offered to you conditioned on your acceptance without modification of these Terms of Use and Notices. Your use of the Advanced Marketing Corporation Network constitutes your agreement to these Terms of Use and Notices. Your use of a particular Advanced Marketing Corporation Web site included within, or acceptance of a product, service or benefit obtained through, the Advanced Marketing Corporation Network may also be subject to additional terms specified in the applicable Advanced Marketing Corporation Web site or other accompanying documentation (as such terms may be modified by Advanced Marketing Corporation from time to time as described below) (the "Additional Terms"). If you do not have print capability or otherwise desire to obtain a hard copy of these Terms of Use and Notice, please contact Advanced Marketing Corporation customer service.

If any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within or applicable any particular Advanced Marketing Corporation Web site, service, product or benefit, then the applicable Additional Terms shall control. You agree to familiarize yourself with the Terms of Use, including the Additional Terms, and other terms and guidelines found throughout the Advanced Marketing Corporation Network and abide by them if you choose to use the sites, or accept the products, services or benefits, to which such terms apply.

MODIFICATION OF THESE TERMS OF USE
Advanced Marketing Corporation reserves the right to change the Terms of Use and Notices, and any Additional Terms at anytime, effective upon making the modified provisions available on the Advanced Marketing Corporation Network. You are responsible for regularly reviewing these terms and conditions. Continued use of the Advanced Marketing Corporation Network after any such changes shall constitute your consent to such changes. Advanced Marketing Corporation does not and will not assume any obligation to notify you of any changes to the Terms of Use and Notices, or Additional Terms.

USE LIMITATION
The Advanced Marketing Corporation Network is provided to assist you with the operation of your business. Your right to use the Advanced Marketing Corporation Network is personal to your company and its employees. Except to the extent necessary to utilize the services of the Advanced Marketing Corporation Network, you may not make any commercial use of the Advanced Marketing Corporation Network. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the Advanced Marketing Corporation Network without expressed written consent.

LINKS TO THIRD PARTY SITES
THE LINKS IN THE Advanced Marketing Corporation NETWORK MAY LET YOU LEAVE THE Advanced Marketing Corporation NETWORK. YOU ACKNOWLEDGE THAT THE LINKED SITES ARE NOT UNDER THE CONTROL OF Advanced Marketing Corporation AND Advanced Marketing Corporation IS NOT RESPONSIBLE FOR THE CONTENTS OR OPERATION OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. Advanced Marketing Corporation IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. Advanced Marketing Corporation IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY bCentral OF THE LINKED SITE OR ANY ASSOCIATION WITH THEIR OPERATORS.

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Advanced Marketing Corporation Network, you warrant to Advanced Marketing Corporation that you will not use the Advanced Marketing Corporation Network for any purpose that is unlawful, or prohibited by these Terms of Use and Notices or the Additional Terms (as the same may be modified from time to time). In addition, you may not link to the Advanced Marketing Corporation Network any site containing an inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information, or material or information that violates any applicable intellectual property, proprietary, privacy or publicity rights.

The information provided by bCentral to you may be proprietary in nature. You agree not to share any information provided to you by or on behalf of bCentral with any third party. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for products or services sold or otherwise distributed by bCentral, you may not: (a) use or acquire, or have any other person use or acquire on your behalf, the products or services of bCentral for which you offer competing or substitute products or services; and (b) advertise, promote, market or solicit offers to acquire such competing or substitute products in connection with your use of any bCentral products or services.

LICENSE TO Advanced Marketing Corporation
By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any Advanced Marketing Corporation Web Site, you warrant and represent that you own or otherwise control the rights necessary to do so and to grant Advanced Marketing Corporation the licenses set forth below. You hereby grant Advanced Marketing Corporation and its affiliated companies permission to: Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such communication. Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication. Publish your name in connection with any such communication. The foregoing grants shall include the right to exploit any intellectual property or proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. No compensation will be paid or due you with respect to Advanced Marketing Corporation's or its sublicensee's use of the materials contained within such communication. Advanced Marketing Corporation is under no obligation to post or use any materials you may provide, and may remove such materials at any time in Advanced Marketing Corporation's sole discretion.

SOFTWARE AVAILABLE ON THE Advanced Marketing Corporation Network
Software (if any) that is made available to download from or otherwise through the Advanced Marketing Corporation Network, excluding software that may be made available by third party end-users through a Communication Service, ("Software") is the copyrighted work of Advanced Marketing Corporation and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement. For any Software not accompanied by a license agreement, Advanced Marketing Corporation Corporation hereby grants to you, the user, a personal, non-exclusive, non-transferable license to use the Software for viewing and otherwise using the particular Advanced Marketing Corporation Web Site in accordance with the applicable Terms of Use, and for no other purpose. In addition, you shall keep intact all and may not alter any copyright and other proprietary notices contained in such Software. All Software is owned by Advanced Marketing Corporation and/or its suppliers, and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Persons violating the foregoing, or who otherwise misappropriate any intellectual property or proprietary rights related to the Software will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY TRADE SECRET CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re- export the Software, directly or indirectly, to any countries that are subject to USA export restrictions. All software downloaded or otherwise obtained by the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein.

LIABILITY DISCLAIMER
The information, software, products, services and other material included in or available through the Advanced Marketing Corporation Network may not be complete, and may include inaccuracies or typographical errors, and may also be modified or deleted from time to time. Advice, information, products, services or other materials received via the Advanced Marketing Corporation Network should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals. You acknowledge that you should consult an appropriate professional for specific advice tailored to your situation.

Your access to and use of the Advanced Marketing Corporation Network, and products and services of Advanced Marketing Corporation, is at your own risk. Advanced Marketing Corporation, and its members and sponsors, will not be liable for any damage, loss or disclosure of information, data, revenue, accounts or business that occurs in connection with your use of the Advanced Marketing Corporation Network, or such products or services. Advanced Marketing Corporation makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the Advanced Marketing Corporation Network, or such products or services. Without limiting the foregoing, Advanced Marketing Corporation AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED ON THE Advanced Marketing Corporation Network FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Advanced Marketing Corporation AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL Advanced Marketing Corporation AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Advanced Marketing Corporation Network OR RELATED SERVICES, WITH THE DELAY OR INABILITY TO USE THE Advanced Marketing Corporation Network OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Advanced Marketing Corporation Network, OR OTHERWISE ARISING OUT OF THE USE OF THE Advanced Marketing Corporation Network, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Advanced Marketing Corporation OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOMESTATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Advanced Marketing Corporation Network, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Advanced Marketing Corporation Network AND ITS RELATED SERVICES. Without limiting the foregoing, Advanced Marketing Corporation is not responsible for any of your data residing on Advanced Marketing Corporation hardware. You are responsible for backing-up your data and information that may reside on the Advanced Marketing Corporation hardware, whether or not such information is produced through the use of the Advanced Marketing Corporation Network.

You agree to defend, indemnify and hold Advanced Marketing Corporation harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of these Terms of Use (including, without limitation, violation of applicable Additional third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with Advanced Marketing Corporation.

SERVICE CONTACT
Ultimate Promotion WEB SITE
admin@advancedmarketingcorp.com

ACCESS RESTRICTION
Advanced Marketing Corporation reserves the right to deny in its sole discretion any user access to the Advanced Marketing Corporation Network or any portion thereof without notice. You are responsible for safeguarding the confidentiality of your password(s) and user name(s) issued to you by Advanced Marketing Corporation, and for any use or misuse of your account or the Advanced Marketing Corporation Network resulting from any third party using a password or user name issued to you.

TERMINATION
Advanced Marketing Corporation may terminate this agreement and your access to any or all Advanced Marketing Corporation Network and the related services at any time, with or without cause, effective immediately. Anyone determined by Advanced Marketing Corporation to have violated these Terms of Use and Notices, or any Additional Terms may be barred from using the Advanced Marketing Corporation Network, or from receiving any products, services or benefits from the Advanced Marketing Corporation Network. In addition, if you violate any of these Terms of Use, Notices or Additional Terms (as applicable) you will forfeit all in-kind credits and amounts accruing to you (if any) in connection with the Advanced Marketing Corporation Network.

GENERAL
This agreement is governed by the laws of the State of New Jersey, U.S.A. You hereby consent to the jurisdiction of and venue in courts located in Morris County, New Jersey, U.S.A. in all disputes arising out of or relating to the use of the Advanced Marketing Corporation Network. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against Advanced Marketing Corporation (or its affiliates). Use of the Advanced Marketing Corporation Network is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Advanced Marketing Corporation as a result of this agreement or use of the Advanced Marketing Corporation Network. Advanced Marketing Corporation's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Advanced Marketing Corporation's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Advanced Marketing Corporation Network or information provided to or gathered by Advanced Marketing Corporation with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Advanced Marketing Corporation with respect to the Advanced Marketing Corporation Network and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Advanced Marketing Corporation with respect to the Advanced Marketing Corporation Network. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not rent, lease, license, grant a security interest in, or otherwise transfer or sublicense your rights in the SubmitIt! service to any third party.

COPYRIGHT AND TRADEMARK NOTICES
All contents of the Advanced Marketing Corporation Network are: Copyright (c) 1998 - 2000 Advanced Marketing Corporation and/or its suppliers, #115 4 Beaverbrook Road, Lincoln Park, NJ U.S.A. All rights reserved.

TRADEMARKS
Ultimate Promotion is either a trademark or registered trademark of Advanced Marketing Corporation Inc. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved by Advanced Marketing Corporation.