Sample Business Contracts

ePilot Search Distribution Agreement - Corp. and Okomara Digital Media

[ELIBERATION.COM LOGO]                                             [EPILOT LOGO]


Partner   Mr. Wordsmith             Corporation
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Contact: ***                            Contact: Kia Stora
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Address: Les Pins Bleus, Bat D          Address:  24422 Avenida de la Carlota,
272 Avenue Michel Jourdan               Suite 120, Laguna Hills, CA 92653
La Bocca                                ----------------------------------------
Cannes 06150 France                     Email: [email protected]
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Email: [email protected]    Phone:    877-784-0805
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Phone: (909) 752-9710 x1                Fax:      949-789-5292
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Fax: (909) 752-9710 x2


      This ePilot Search Distribution Agreement (this "Agreement"), dated as of
SEPTEMBER 02, 2003, is entered into by and between Corporation,
also doing business as ePilot, eLiberation & Interchange Corporation, a Delaware
corporation ("eLiberation"), and Okomara Digital Media ("Partner").

      SCOPE OF SERVICES. eLiberation shall provide code to Partner so that
Partner or Partner's end-user or consumer (the "Consumer") may access
eLiberation's search database, which may include inventory or website
listings provided by eLiberation's pay-for-placement advertisers ("Advertisers")
or other third party suppliers ("Suppliers"), by means of a URL provided by
eLiberation. The search results generated through such access to eLiberation's
database shall be packaged into an XML (or similar) object code and delivered to
Partner's server(s). Partner shall then transmit search results to the Consumer.
Partner agrees and acknowledges that in no event shall eLiberation's search
results be displayed in an exit page, interstitial, or popup window that is not
triggered by a keyword targeted search. Both parties agree and acknowledge that
this Agreement shall be non-exclusive in nature and that either party may enter
into similar relationships with third parties.

      PAYMENTS. For each Consumer successfully delivered to an Advertiser's
website as measured by a Clickthrough (as defined below), eLiberation shall
compensate Partner with *** of the revenue that eLiberation collects from such
Advertiser for such Clickthrough(s). Payments will be made on a *** basis.
Payments will be issued the 20th day of each calendar month. eLiberation will
make reasonable effort to provide *** with wire transfer details on the 15 day
of each calendar month.

*** Portions of this page have been omitted pursuant to a request for
    confidential treatment and filed separately with the Securities and
    Exchange Commission.

      Partner agrees and acknowledges that under no circumstances shall
eLiberation be responsible for making payments to Partner with respect to
Clickthroughs to websites provided by Suppliers if any such Supplier fails to
make corresponding payments to eLiberation for such Clickthroughs. Accurate
reporting will be provided to partner, including specific reasons in detail for
the deduction.

      For purposes of this Agreement, a "Clickthrough" means a successful
delivery of the Consumer to an Advertiser or Supplier-provided website as a
result of a clickthrough initiated by the Consumer from Partner's web-page
through search engine results provided by eLiberation, as determined and
verified through eLiberation's click-tracking and accounting system but not
including any click which is either fraudulent in nature or the result of an
incentive offered, paid, or given to the Consumer. Partner agrees and
acknowledges that eLiberation will operate software programs to detect
fraudulent or questionable click patterns. eLiberation will at no time pay
Partner for clicks it determines are fraudulent in nature or detrimental to
eLiberation, its Advertisers or its Suppliers.

      TERM. This Agreement shall commence as of the date first written above
(the "Term") and shall continue in full force and effect until terminated as
provided herein.

      TERMINATION. Either party may terminate this Agreement for any reason upon
24 hours written notice to the other party. Partner agrees and acknowledges that
eLiberation reserves the right to terminate this Agreement at any time if
eLiberation deems, in its sole discretion, that an unacceptable number of
searches generated by Partner or Consumers are not legitimate searches and/or
are fraudulent in nature. This Agreement shall automatically terminate if one or
both of the parties dissolves its business or files a bankruptcy petition.

      NO PUBLICITY. The terms of this Agreement shall be held confidential by
both parties, as shall the parties' respective performance under this Agreement.
Neither party shall publicize the existence of this Agreement without the
consent of the other, and in the event of such agreement, all press release
materials shall be reviewed and approved by the other party. In the event that
any disclosure of terms or performance is required for legal or regulatory
reasons, the disclosing party shall use its best efforts to minimize such
disclosure and to notify the other party in advance of such required disclosure.

      WARRANTIES. Neither party makes any warranty to the other party pursuant
to this Agreement with respect to search engines, search results, websites or
any other products or services provided by either party. Without limiting the
generality of the immediately preceding sentence, the parties make no
representation, and hereby expressly disclaim all warranties, express or
implied, regarding products or services provided, including any implied warranty
of merchantability or fitness for a particular purpose and implied warranties
arising from the course of dealing or the course of performance.

      eLiberation does not endorse any information provided through the use of
its search database. Partner agrees and acknowledges that eLiberation has no
obligation to verify the contents of any website that is included in
eLiberation's search engine results


or database that is accessed by Partner or any Consumer and that eLiberation
expressly disclaims any responsibility to verify such content.

      INDEMNIFICATION. Each party agrees to indemnify the other party hereto and
to hold the indemnified party harmless from and against any and all liability,
loss, damage, claim and expense, including reasonable legal fees and expenses
that may be incurred by the indemnified party, arising out of or related to the
indemnifying party's breach of any of the foregoing representations and
warranties or nonfulfillment of any obligation hereunder to be performed by the
indemnifying party. Each party shall promptly notify the other party of any
threat of a claim that such party becomes aware of and that may give rise to a
request for indemnification hereunder.

      NO LIABILITY. Under no circumstances shall either party be liable for any
indirect, incidental, consequential, special or punitive damages of any kind or
nature (even if such damages are foreseeable, and whether or not such party had
been advised of the possibility of such damages) arising from any aspect of the
relationship provided for herein. Without limiting the generality of the
foregoing, any liability of eLiberation shall be limited to the total amount
paid to Partner by eLiberation under this Agreement.

      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof. No oral promises or
representations in connection herewith shall be binding upon either party, nor
shall this Agreement be modified in any manner except by amendment in writing
executed by the parties hereto.

      GOVERNING LAW. This Agreement shall be governed by, construed and
interpreted according to the laws of the State of California. The parties agree
that the appropriate, convenient and exclusive venue for any litigation arising
out of this Agreement shall be the court of appropriate jurisdiction in Orange
County, California. The parties hereby waive any right to a jury trial in such
litigation. In the event of any proceeding or litigation arising out of or
relating to this Agreement, the prevailing party shall be entitled to receive
its reasonable attorneys' fees, costs and expenses from the non-prevailing
party, including at trial, on appeal and in bankruptcy.

      BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their legal successors and assigns.

      WAIVER. Failure of either party to insist upon strict compliance with the
terms and conditions of this Agreement shall not be considered a waiver of such
terms and conditions, which either party may enforce at any later date.

      SEVERABILITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision

      COUNTERPART EXECUTION. This Agreement may be executed in as many
counterparts as may be necessary and each of which so signed shall be deemed to
be an original and such counterparts together shall constitute one and the same
instrument and notwithstanding the date of execution shall be deemed to bear the
date set forth above.


      IN WITNESS WHEREOF, the parties hereto execute this Agreement dated as of
the date first above written.

Signature: /s/ ***                                    Date: 6/6/03
           -----------------------------                    ------
Name: ***


Company: Corporation

Signature: /s/ Kia Stora                              Date: 6/6/03
           -----------------------------                    ------
Name: Kia Stora

Title: Business Development Accounts Manager

Company:  Okomara Digital Media

*** Portions of this page have been omitted pursuant to a request for
    confidential treatment and filed separately with the Securities and Exchange