RECITALS

EXHIBIT 10.44

MARKETING AGREEMENT

THIS AGREEMENT (this "Agreement") is made and entered into as of
November 1, 2001, by and between Junum, Inc. ("Junum" or the "Company"), a
Delaware corporation, having its principal place of business at 0000 Xxxxxxxxx
Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 and AJ Marketing Group, Inc., a Nevada
corporation ("Partner"), having its principal place of business at 00000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000.

RECITALS

WHEREAS, Partner is in the business of network marketing of products
and services, and its principals have substantial contacts in the network
marketing industry.

WHEREAS, Junum provides financial advisory services via the Internet to
its members, which includes, among other things, complete credit management
services, as well as its related business products offerings ("CCM").

WHEREAS, Partner desires to offer the Junum CCM program (and other such
programs as may be determined in the future) to the general public via network
marketing, and through marketing over the Internet.

NOW THEREFORE, in consideration of these recitals and the mutual
promises set forth below, the parties hereto agree as follows:

AGREEMENT

1. Term and Termination.

a. TERM. This agreement shall commence as of the date first above written
and shall continue (the "Term") in full force and effect until the
third anniversary of the date thereof. This agreement shall
automatically be extended for an additional three year term unless, at
any time during the six months prior to expiration of each Term,
Partner delivers written notice of its election not to extend the Term;
provided, however, that the consent of Junum shall be required for any
extension of the Term if Partner has sold less than 100,000 Junum
memberships during such Term or extension thereof; and, provided,
further, that the Term may only be extended a maximum of seven times.

b. EFFECT OF TERMINATION. No termination of this Agreement by any party,
regardless of the reason therefore, shall relive the other party of its
existing obligations under this Agreement as of the date of
termination.

c. TERMINATION FOR CAUSE. Junum shall have the right to terminate this
agreement upon 30 days prior written notice for Cause (as defined
below). Prior to any such termination, Junum shall give Partner written
demand to cure any Cause Event (as defined below), and shall allow
partner not less than 30 days to cure such Cause Event. For purposes
hereof, Cause shall

mean that Partner shall (i) have been convicted of any felony, or
convicted of any criminal violation of any state or federal laws
regulating Junum's business operations, or (ii) Partner shall have
violated the reasonable rules and regulations applicable to Junum and
all other resellers of Junum Memberships, as published in writing from
time to time by Junum (each a "Cause Event").

2. Scope of Services.

a. SERVICES. Partner agrees that from time to time during the Term, it
shall refer members to Junum a via websites, through telemarketing,
marketing over the Internet, or otherwise. Partner will be assigned a
unique referral code OR codes so as to identify its referrals. Partner
shall provide marketing services exclusively to Junum, and Junum hereby
retains Partner as its exclusive marketing representative with respect
to sales of Junum's products and services through multi-level
marketing. Partner, in the conduct of its business and the provision of
marketing services hereunder, shall at all times comply with all
applicable federal and state laws, the violation of which could
reasonably be expected to have a material adverse effect on Junum's
business or operations.

b. COMPENSATION. Partner will be compensated for each referral that
results in a Confirmed Junum Membership as set forth below. In
addition, Junum shall issue to Xxxxxx-Xxxxxx Xxxxxxxx, a principal of
Partner, 200,000 shares of common stock which shall be registered under
the Securities Act of 1933, as amended. A Confirmed Junum Membership
shall mean a membership (whether a consumer membership or a business
membership) which has been purchased from Junum arising from a referral
from Partner, and for which Junum has received cash payment for such
membership. All commissions, as set forth below, shall be due and
payable to Partner as and when Junum has received payment in cash of
its fees for the related product.

CONSUMER PRODUCT
----------------

------------------------------ ------------------------------- --------------------------------
Fees Paid to Junum Junum Retail Prices Commission Payable to Partner
------------------------------ ------------------------------- --------------------------------

Up Front Set-up Fee $39.95 (includes 1st month) 62.5%
------------------------------ ------------------------------- --------------------------------
Membership Fees $19.95 per month $70%
------------------------------ ------------------------------- --------------------------------
Service Units (removals) $10.00 None
------------------------------ ------------------------------- --------------------------------
Add Spouse to Membership $9.00 per month 33.33% per month
------------------------------ ------------------------------- --------------------------------

BUSINESS PRODUCT
----------------

Up Front Set-up Fee $199.95 (includes 1st month) 70%
------------------------------ ------------------------------- --------------------------------
Membership Fees $29.95 per month 53.25%
------------------------------ ------------------------------- --------------------------------
Service Units (removals) $10.00 None
------------------------------ ------------------------------- --------------------------------

c. PRICES SUBJECT TO CHANGE. The prices to be charged by Partner shall be
subject to change upon the mutual agreement of the parties. Junum
agrees not to offer any of the above products (meaning the retail
version of Junum's consumer or business product, as applicable) at
prices more favorable than the above to any third party, and shall not
sell its products on a retail basis for fees less than the Junum Retail
Prices as set forth above. Notwithstanding the foregoing, Junum shall
have the unlimited right to offer its products and services as a
bundled product (which bundled product will contain the retailed
version of Junum's products) with bona fide products and services of a
third party, provided that the total retail price for such bundled
product is in excess of the Junum Retail Prices set forth above. Junum
shall not sell or offer any of its products or services through any
multi-level marketing group or organization other than through Partner.

d. CHARGEBACKS. Junum may deduct from any amounts owed to Partner an
amount equal to a any amount previously paid to Partner in
circumstances of a: duplicate entry or other clear error; non-bona fide
sale, or, with respect to a non-receipt of payment from, or refund of
payment to, the Junum Member.

e. PAYMENTS AND BILLING.

i. Payment for Services. Any and all fees due and payable to the
Partner shall be paid in weekly payments, on Monday of each
week, and shall be equal to all then unpaid fees due to
Partner through and including the Second Friday immediately
preceding such date. For example only, the payment due to
Partner on Monday, November 19, 2001, would be calculated
based on all collections through and including Friday,
November 9, 2001. All payments will be made in U.S. dollars.
The Company shall provide to Partner a weekly statement
showing the number of active memberships procured by or
through Partner, the collections for the previous week broken
down into product category, set up fees, membership fees and
charges for addition of a member's spouse, and the
corresponding commission due to Partner.

ii. Taxes. All payments required by this Agreement shall be
reduced by any state, local or federal taxes imposed upon such
sales as required by law and for which the Company is
obligated by law to collect and pay to the applicable taxing
authority; provided,

however, that the Company shall increase the cost of Junum
Memberships by the amount of such taxes. Such taxes shall
include, but are not limited to, all national, state,
municipal or other governmental excise, sales, value-added,
use, personal property, and occupational taxes, excises,
withholding taxes and obligations and other levies now in
force or enacted in the future, all of which Company will be
responsible for and will pay in full, except for taxes based
on Partner's net income.

iii. Expenses. Partner shall bear all of its own expenses in
rendering the services hereunder, and shall not have any right
to reimbursement from the Company, unless the Company agrees
to pay for, or reimburse Partner for, any particular expense
in advance and in writing.

iv. Other Expenses. Except as set forth in this Agreement or
otherwise agreed to in writing, Company shall not be liable
for any other expenses of Partner, including but not limited
to health insurance, disability insurance, xxxxxxx'x
compensation or professional fees. Neither shall the Company
be liable for the payment of local, state, or federal taxes on
the income of Partner. Junum shall invoice Partner for any
out-of-pocket expenses incurred by Junum on behalf of Partner,
provided, such expenses shall be approved in advance by both
Junum and Partner.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTNER. In addition to
its other representations, warranties and covenants contained herein,
Partner hereby represents and warrants to Junum that:

a. Partner represents and warrants that: (i) it is free to enter
into this Agreement and has full legal power and authority to
enter into and perform under this Agreement, (ii) its entry
into and performance under this Agreement does not violate any
rights of or obligations of Partner to any third party.

b. "Do not call" and compliance. To Partners best knowledge:

i. Partner represents and warrants that it complies with
all federal, state, county, and local laws,
ordinances, regulations, and codes relating to
telemarketing sales, including registration
provisions when applicable.

ii. Partner represents and warrants that it maintains a
written "Do Not Call" policy that is distributed to
all employees of Partner, who are also trained and
instructed to follow such policy. Partner shall
forward a copy of the policy, and as it is revised
from time to time, to Company for review.

iii. Partner represents and warrants that all prospects
that request to be either taken off the list, not to
be called in the future or that exhibit a hostile
attitude to the TSR will be properly coded as a "Do
Not Call" on the daily file transfer and will not be
called in future for Company's campaign.

c. Scripting and misrepresentation

i. Partner may create scripts (which may be either
printed or in electronic format) or request scripts
and appropriate materials to assist in the completion
of Partner's duties under this agreement from
Company. However, Company must approve all scripts
prior to their use. The approved script must be read
as it is written. Company must approve any changes to
the script in writing. When a telephone sales
representative employed by Partner is required to
answer questions, he/she must use the information
contained in the script, rebuttals, or in the
training manual. Company understands that
conversation is helpful and often necessary to
complete a sale, and therefore, in order to ensure
that Company's services are not misrepresented,
Partner agrees that its employees will not make any
false or misleading representations about Company's
products and services.

ii. In the event any person employed by Partner is found
to have violated this section of the Agreement or any
state or federal law and regulation with respect to
Company's campaign, such person shall be removed
immediately upon Company's written request and barred
from participating in Company's campaign in the
future.

d. As a description of the relationship between Junum and Partner
in Partner's marketing materials, the following may be used:
"A Junum Marketing Group". For example, AJ Marketing Group,
Inc.-- A Junum Marketing Group.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF JUNUM. In addition to its
other representations, warranties, and covenants contained herein,
Junum hereby represents and warrants to Partner that:

a. Junum will not sell any products or services through its
current Affiliate program after March 31, 2002, so long as
Partner has sold not less than 10,000 Junum Memberships on or
prior to such date.

b. In the event that Partner has not sold at least 100,000 Junum
Memberships on the date which is 14 months following the
commencement of this Agreement, then, at any time after such
date, Junum shall have the right to resume its affiliate
marketing program, or any other marketing program as
determined by Junum, other than any program involving network
marketing. In the event that, during any Term or extension
thereof, Partner has not sold at least 100,000 Junum
Memberships, than Junum shall have the right to resume its
affiliate marketing program, or any other marketing program as
determined by Junum, other than any program involving network
marketing. Notwithstanding the foregoing, Junum shall have
the right to initiate any Affiliate marketing program with any
Affiliate with the prior written consent of Partner. Partner
shall object to any proposed Affiliate marketing program
within 10 business days of Partner's receipt of a written
proposal from Junum which contains a summary description of
the marketing plans with respect to such program.

c. Company represents and warrants that: (1) it is a corporation
duly incorporated, validly existing and in good standing under
the laws of Delaware, and is qualified to do business in

the State of California, (2) it has all the requisite
corporate power and authority to execute, delver and perform
its obligations under this Agreement, (3) the execution,
delivery, and performance of this Agreement have been duly
authorized by Company, (4) no approval, authorization or
consent of any governmental or regulatory authority is
required to be obtained or made by it in order for it to enter
into and perform its obligations under this Agreement, (5) it
connection with its obligations under this Agreement, it shall
comply with all applicable Federal, state and local laws and
regulations and shall obtain all applicable permits and
licenses.

5. CONFIDENTIAL INFORMATION; NON-DISCLOSURE.

a. CONFIDENTIAL INFORMATION. "Confidential Information" under
this Agreement includes any information, including oral,
written, and machine-readable information, not generally known
in the relevant trade or industry, obtained from Partner or
Company or their vendors or licensors which is identified by
the provider as confidential and which falls within any of the
following general categories: (a) information constituting
trade secrets of Partner or Company or their vendors or
licensors; (b) information relating to existing or
contemplated products, services, technology, designs,
processes, formulae, computer systems, computer software,
reports, algorithms and research or developments of Partner or
Company or their vendors or licensors; (c) information
relating to the manner and method by which business is
conducted, including but not necessarily limited to internal
documents, handbooks, policies, forms, plans, requirements,
processes, procedures, sales or marketing methods or
practices, price lists, the names of contractors, employees,
advisors, directors, investors, or other involved personnel;
(d) information concerning litigation or pending litigation,
and all communications subject to the attorney-client
privilege as to the Company's attorneys; (e) informaton marked
"Confidential", "Restricted", "Internal Use Only" or
"Proprietary"; and (f) information obtained from other parties
by Company that is protected under non-disclosure agreements.

b. PROTECTION. Each party agrees to keep the Confidential
Information in the strictest confidence, in the manner set
forth below:

i. Neither party shall copy, modify, enhance, compile or
assemble (or reverse compile or disassemble), or
reverse engineer Confidential Information or anything
containing or embodying Confidential Information
(except in performance of the Services) and shall
not, directly or indirectly, disclose, divulge,
reveal, report or transfer such Confidential
information of the other to any third party or to any
individual employed by Company or Partner, other than
an employee or independent contractor of Company or
Partner having a need to know such Confidential
Information. Notwithstanding the foregoing, it is
understood that Partner shall provide a detailed
description of the Company's products and services to
its staff personnel, affiliates, marketing
representatives, agents, employees and associates for
the purpose of marketing the Company's products and
services.

ii. Neither parry shall use any Confidential Information
of the other or the concepts therein

for its own benefit or for the benefit of a third
party or for any purpose other than the purpose for
which such Confidential Information is being
disclosed.

iii. Neither party shall remove any proprietary legends or
notices, including copyright notices, appearing on
or in the Confidential Information of the other.

iv. Each party shall take appropriate action with respect
to each and every person permitted access to any
Confidential Information of the other to ensure that
each person complies with the confidentiality
provisions hereof. Appropriate action means at least
the same degree of care used by the party to protect
its own confidential information from unauthorized
disclosure.

v. Any materials which constitute, or which relate to or
derive from any Confidential Information, shall be
kept confidential, and all such materials shall be
returned to the disclosing party or destroyed upon
satisfaction of the purpose for the disclosure of
such information, or upon request of the party owning
such Confidential Information.

vi. The parties may disclose Confidential Information to
their attorneys in the course of representation on a
matter reasonably requiring the attorneys to receive
the Confidential Information and also may disclose
Confidential Information to their certified public
accountants to the extent necessary to enable those
accountants to prepare financial statements or
reports required by law.

vii. If any demand is made in litigation, arbitration, or
other proceeding for disclosure of Confidential
Information, the party upon which the demand is made
shall assert this Agreement as a ground for refusing
the demand, shall not disclose the Confidential
Information and shall provide notice to the owner of
such Confidential Information to afford such party
the opportunity to seek a protective order or other
appropriate relief to prevent or restrict and protect
any disclosure of Confidential Information. No party
shall not be required to refuse to disclose
Confidential Information if disclosure is pursuant to
an order of a court or quasi judicial body of
competent jurisdiction, or an unopposed subpoena or
similar legal proceeding.

viii. The obligation to protect shall last dining the term
of this Agreement and for three years afterward
unless otherwise agreed in writing.

c. EXCEPTIONS. The party disclosing Confidential Information
agrees that the receiving party ("Recipient") shall have no
obligation with respect to any information which the Recipient
can establish:

i. Was already known to Recipient prior to disclosure by
the other party:
ii. Was or becomes publicly known through no wrongful act
of Recipient or a third party;
iii. Was rightfully obtained by Recipient from a third
party without similar restriction and without breach
hereof;
iv. Was used or disclosed by Recipient with the prior
written authorization of the other party;

v. Was disclosed pursuant to the requirement or request
of a governmental agency, which disclosure cannot be
made in confidence, provided that in such instance,
Recipient shall first give to the other party
reasonable notice of such requirement or request; or

vi. Was disclosed pursuant to the order of a court or
quasi judicial body of competent jurisdiction or a
lawfully issued subpoena, provided that the Recipient
shall take reasonable steps to obtain an agreement or
order that, to the greatest extent possible, this
Agreement will be applicable to all disclosures under
the court order or subpoena.

d. DISCLOSURE. Notwithstanding anything contained herein to the
contrary, if a party is unintentionally exposed to any
Confidential Information of the other party, the unintended
Recipient agrees that it shall not, directly or indirectly,
disclose, divulge, reveal, report or transfer such
Confidential Information to any person or entity or use such
Confidential Information for any purpose whatsoever.

e. REMEDIES. In the event any party believes that the other party
has divulged or otherwise used improperly any Confidential
Information, such party shall notify the breaching party in
writing, specifying with detail the alleged breach, and
demanding that the breaching party immediately cease and
desist any improper disclosure and cure such breach, if
possible. The sole and exclusive remedy for any breach of this
section shall be (i) monetary damages according to proof, and
(ii) specific performance and injunctive relief ordering the
breaching party to cease and desist. A breach of this section
shall not be grounds to terminate this Agreement

6. WORK PRODUCT OWNERSHIP. Company recognizes that Partner may have
pre-existing ownership rights in certain materials products, software,
etc. that Partner uses in performing its obligations hereunder. To the
extent Partner, in performing its obligations hereunder, puts new work
product or to the extent that Partner's employee or subcontractor
produces new work product that specifically incorporates any material
code or programming which belongs to the Company in connection with
Partner performing its obligations hereunder (collectively, "Work
Product"), all right and title in and to such Work Product shall be in
and with the Company. Partner agrees to assign and does hereby
expressly assign to Company all rights, titles and interests in and to
all such Work Product in which any material code or programming of
Company is incorporated. Partner also hereby waives and agrees never to
assert any moral rights it may have in any such Work Product. Partner
shall, at Company's request; promptly execute a written assignment of
title to Company of any or all such Work Product. During and after the
term hereof, Partner agrees to assist Company, or its designee, at
Company's expense, in every proper way to secure Company's rights in
such Work Product in any and all countries and the execution of all
applications, specifications, oaths, assignments and other instruments
that Company deems necessary to apply for and obtain such rights and to
assign and convey to Company, its successors, assigns and nominees the
sole and exclusive rights, title and interest in and to such Work
Product. If Company is unable for any reason to secure Partner's
signature to apply for or to pursue any application for any United
States or foreign patents or copyright registrations coveting any such
Work Product, then Partner hereby irrevocably designates and appoints
Company and its duly authorized officers and agents as Partner's agent
and attorney-in-fact, to act for and in Partner's behalf and stead to
execute and file

any such applications and to do all other lawfully permitted acts to
further the prosecution and issuance of letters patent or copyright
registrations thereon with the same legal force and effect as if
executed by Partner. Partner further acknowledges that all original
works of authorship that specifically incorporates any material code or
programming which belongs to the Company and that are made by Partner
(solely or jointly with others) connection with performing its
obligations hereunder and that are protectible by copyright are "works
made for hire," as that term is defined in the U.S. Copyright Act.
Notwithstanding the foregoing, in no event shall that certain software
developed by System Universal to manage the multi-level marketing
business of Partner be construed to be Work Product.

7. OTHER AGREEMENTS.

a. Patent Restrictions. Partner shall not have any liability for
a claim alleging that any of the products and services of the
Company infringes a U.S. patent or copyright if the alleged
infringement is based on information furnished by Company, or
if the alleged infringement is the result of a modification
made by Company.

b. Required Consents. Company agrees to obtain from its vendors
any consents relating to applicable third party software,
hardware and associated or other facilities and services that
are necessary to allow Partner's employees access, review and
full use thereof for purposes of performing the services to be
provided by Partner hereunder ("Required Consent") Company
shall bear the costs, if any, of obtaining all Required
Consents.

c. Compliance with Laws.

i. General Compliance with Laws. In the performance of
services hereunder, each party shall comply with all
applicable national, provincial and/or state, county,
municipal and local laws, statutes, ordinances,
orders, codes, rules and regulations applicable to
the Services.

ii. US Government Regulations. Partner work not export,
re-export, transfer, or make available, any regulated
item or information to anyone outside the U.S. in
connection with this Agreement without first
complying with all export control laws and
regulations which may be imposed by the U.S.
Government and any county or organization of nations
within whose jurisdiction Partner operates or does
business.

8. LIMITATION OF LIABILITY.

a. FORCE MAJEURE. No party to this Agreement shall be liable for
damage arising from, or delays in processing or other
nonperformance caused by, such events as accidents, fires,
telecommunications failures, temporary equipment failures,
failures of fluctuation in electrical power, heat, light or
air conditioning, labor disputes, strikes, riots, war,
governmental regulation, third party nonperformance, acts of
God or other causes over which such party has no reasonable
control.

b. Warranty; Limitation of Liability.

i. LIMITED WARRANTY. Services furnished are in the
nature of professional assistance. Partner does not
warrant or guarantee in any form the results or
achievements of the service provided, except that
Partner warrants and represents that the Services
performed hereunder shall be performed in a
professional manner. THIS LIMITED EXPRESS WARRANTY
SPECIFIED ABOVE IS THE ONLY WARRANTY MADE BY PARTNER
AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING
WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

ii. LIMITATION OF LIABILITY. Each party's aggregate
liability to the other on any claims of damages
arising out of this Agreement shall be limited to
direct damages and shall not exceed the amounts
actually paid by Company to Partner hereunder. The
parties agree that any claims under this Agreement
must be brought within one (1) year of the
termination of this Agreement IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR. INDIRECT, EXEMPLARY,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING
FROM THIS AGREEMENT EVEN IF ADVISED OF THE
POSSIBILITY OR. LIKELIHOOD OF SUCH DAMAGES.

c. Indemnification.

i. INDEMNITY BY PARTNER. Partner shall defend, indemnify
and hold harmless Company against any loss,
liability, damage or expense incurred by Company as a
result of claims, actions or proceedings brought by
any third party arising from (a) Partner's failure to
perform its obligations under this Agreement,
including any failure to obtain Required Consents,
(b) a claim for personal injury, damage or other
liability to any agent or employee of Partner
occurring on Company's premises, except for personal
injury or property damage attributable in part to a
negligent, reckless or willful act or omission of
Partner, (c) Partner's activities which are not in
accordance with the provisions of this Agreement; (d)
Partner's activities which are not in compliance with
applicable laws and regulations; (e) Partner's
activities which are based upon any unapproved
assertions, errors, omissions or misrepresentations
of Partner, including but not limited to those
defined in the Representations and Warranties Section
above; (f) Partner's activities which are based upon
the operation of Partner's business; and (g)
Partner's activities which are based upon agreements
between Partner and third parties. Company shall
promptly notify Partner if any such claim is brought.
Partner shall indemnify Company against its
reasonable attorneys' fees and any money damages or
costs awarded in respect of any such claim(s) and any
suit raising any such claim(s). Company agrees to
cooperate with said defense by complying with
Partner's reasonable instructions and requests to
Company in erection with said defense. The
indemnification provided in this section shall not
extend to any infringement of intellectual property
rights resulting in the use of work not reasonably
contemplated or authorized by Partner, or through
army modification or alteration to said work made by
Company without Partner's written consent.

ii. INDEMNITY BY COMPANY. Company shall defend, indemnify
and hold harmless Partner against any loss,
liability, damage or expense incurred by Partner as a
result of claims, actions or proceedings brought by
any third party arising from (a) Company's failure to
perform its obligations under this Agreement,
including any failure to obtain Required Consents,
(b) a claim for personal injury, damage or other
liability to any agent or employee of Company
occurring on Partner's premises, except for personal
injury or property damage attributable in part to a
negligent, reckless or willful act or omission of
Company, (c) Company's activities which are not in
accordance with the provisions of this Agreement; (d)
Company's activities which are not in compliance with
applicable laws and regulations; (e) Company's
activities which are based upon any unapproved
assertions, errors, omissions or misrepresentations,
of Company, including but not limited to those
defined in the Representations and Warranties Section
above; (f) Company's activities which are based upon
the operation of Company's business; and (g)
Company's activities which are based upon agreements
between Company and third parties. Partner shall
promptly notify Company if any such claim is brought.
Company shall indemnify Partner against its
reasonable attorneys' fees and any money damages or
costs awarded in respect of any such claim(s) and any
suit raising any such claim(s). Partner agrees to
cooperate with said defense by complying with
Company's reasonable instructions and requests to
Partner in connection with said defense.

9. MISCELLANEOUS.

a. REQUIRED NOTICES. Junum and Partner each respectively agrees
to make reasonable efforts to promptly provide notice to the
other of any notifications received from governmental
authorities regarding any consumer complaints or other matters
pertaining to this Agreement.

b. GOVERNING LAW; CONSENT TO JURISDICTION.

i. The interpretation and construction of this
Agreement; and all matters relating hereto, shall be
governed by the laws of the State of California
applicable to contracts made and to be performed
entirely within the State of California. In the event
of litigation, the prevailing party shall be entitled
to reasonable attorneys' and experts' fees and all
other costs of litigation.

ii. Each of the parties agrees that any legal action or
proceeding with respect to this Agreement may be
brought in the Courts of the State of California or
the United States District Court for the Central
District of California, and, by execution and
delivery of this Agreement, each party hereto hereby
irrevocably submits itself in respect of its
property, generally and unconditionally, to the
non-exclusive jurisdiction of the aforesaid courts in
any legal action or proceeding arising out of this
Agreement. Each of the parties hereto hereby
irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the
aforesaid

actions or proceedings arising out of or in
connection with this Agreement brought in the courts
referred to in the preceding sentence. Each party
hereto hereby consents to process being served in any
such action or proceeding by the mailing of a copy
thereof to the address set forth opposite its name
below and agrees that such service upon receipt shall
constitute good and sufficient service of process or
notice thereof. Nothing in this paragraph shall
affect or eliminate any right to serve process in any
other manner permitted by law. Each party waives
trial by jury. If any legal action or other
proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach,
default or misrepresentation or connection with any
of the provisions of this Agreement, the prevailing
pasty shall be entitled to recover reasonable
attorneys' fees and other cost incurred in that
action or proceeding, including travel costs, in
addition to any other relief to which it may be
entitled.

c. ENTIRE AGREEMENT. This Agreement represents the entire
understanding between Partner and Junum with respect to the
matters contained herein. The Exhibits referenced herein,
including without limitation Exhibit A, are a part of this
Agreement as if fully set forth herein. All references herein
to Sections, subsections, clauses and Exhibits shall be deemed
references to such parts of this Agreement, unless the context
shall otherwise require.

d. WAIVER. No course of dealing or any delay or failure to
exercise any right hereunder on the part of any party thereto
shall operate as a waiver of such right or otherwise prejudice
the rights, powers or remedies of such party.

e. SEVERABILITY. If any provision of this Agreement is held to be
unenforceable, then both parties shall be relieved of all
obligations arising wider such provision, but only to the
extent that such provision is unenforceable, and this
Agreement shall be deemed amended by modifying such provision
to the extent necessary to make it enforceable while
preserving its intent or, if that is in possible, by
substituting another provision that is enforceable and
achieves substantially the same objective and economic result.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH PROVISION OF
THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, INDEMNIFICATION OR EXCLUSION OF
DAMAGES OR OTHER REMEDIES IS INTENDED TO BE ENFORCED AS SUCH.
FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE
EVENT ANY REMEDY UNDER THIS AGREEMENT IS DETERMINED TO HAVE
FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY
AND EXCLUSIONS OF DAMAGES OR OTHER REMEDIES SHALL REMAIN IN
EFFECT.

f. SURVIVAL OF PROVISIONS. Sections 5 and 8 of this Agreement
shall survive any termination or expiration of this Agreement
for a period of one year following such termination or
expiration.

g. INDEPENDENT CONTRACTOR. The services rendered pursuant to this
Agreement are for a

specified remuneration for a specified result, and Partner is
under the control of Company as to the result of the services
only, and not as to the means by which such result is
accomplished. Company acknowledges that Partner is an
independent contractor and that:

i. Company is under no obligation to Partner to maintain
public, professional, product, or other liability
insurance to cover risks, if any, to Partner.

ii. Partner is excluded from the benefits of state
workers' compensation insurance. To the extent
desired by Partner, adequate levels of medical and
disability insurance coverage should be maintained to
provide benefits in the event that Partner or
Partner's employees or agents sustain injuries while
performing services pursuant to this Agreement
Partner is also excluded from receiving state
unemployment and disability insurance benefits.

iii. Company shall not make deductions from the
compensation of Partner for federal or state income
tax withholding, Federal Insurance Contribution Act,
state disability funds, or Federal Unemployment Tax
Act.

iv. Partner is excluded from coverage of state and
federal labor laws that regulate the payment of
wages, including but not limited to, minimum wage and
overtime provisions.

v. Notwithstanding anything to the contrary herein,
Partner (i) shall maintain the right to perform
services for others during the term of this Agreement
(subject to the confidentiality provisions set forth
in this Agreement), (ii) shall furnish all equipment
and materials used to provide the services required
by this Agreement, except to the extent that
Partner's work must be performed on or with systems
belonging to Company or its customers, and (iii)
shall be responsible for paying all ordinary and
necessary expenses of its staff.

vi. Nothing contained in this Agreement shall be
construed to (a) give any party the power to direct
and control the day-to-day activities of the other;
or (b) constitute such parties as partners, joint
ventures, co-owners or otherwise as participants in a
joint or common undertaking or (c) make either party
an agent of the other for any purpose whatsoever.
Neither party nor their agents or employees are the
representatives of the other for any purpose, and
neither has power or authority to act as agent,
employee to represent, to act for, bind, or otherwise
create or assume any obligation an behalf of the
other.

h. ASSIGNABILITY. This Agreement shall bind the parties and their
successors and permitted assigns. Partner may not assign this
Agreement without the prior written consent of Junum, which
shall not be unreasonably withheld. Upon giving prior notice
thereof to Partner, Junum may assign this Agreement to any
parent, subsidiary or affiliate of Junum. Other assignments
shall require Partner's prior written consent, which Partner
shall not unreasonably withhold, condition, or delay; provided
that Junum may freely assign its rights to any compensation
due to Junum under this Agreement. Notwithstanding the
foregoing, either party may assign this Agreement in
connection with the sale of all or substantially all of the
assets or business of that party.

i. NOTICES. Any notice required or permitted hereunder shall be
in writing and shall be given by personal service or certified
mail return receipt requested, to the addresses of the parties
as they appear below, or as changed through written notice to
the other party. All notices, demands and other communications
required or permitted hereunder shall be deemed to have been
duly given when delivered by hand, or, if mailed five (5)
business days after deposit in the mail, return receipt
requested directed to the following addresses or to such other
additional addresses as any party might designate by written
notice to the other party.

To Partner:
00000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000

To Junum, Inc.:
0000 Xxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000

j. AMENDMENT. This Agreement may not be modified or amended
except upon the written consent of both parties hereto.

k. FURTHER ASSURANCES. Each party agrees to execute all such
further instruments and to take all such actions as the other
party may reasonably require in order to effectuate the terms
and purposes of this Agreement.

l. HEADINGS. Captions and headings in this Agreement are for
convenience only, and are not to be deemed part of this
Agreement.

m. INTERPRETATION. The parties agree that this Agreement shall be
fairly interpreted in accordance with its terms without any
strict construction in favor of or against either party and
that ambiguities shall not be interpreted against the drafting
party. Where agreement, approval, acceptance, consent or
similar action by either party is required by any provision of
this Agreement, such action shall not be unreasonably delayed
or withheld, unless specifically permitted by this Agreement.

n. DEFINED TERMS. Defined terms used herein are equally
applicable to the singular and plural forms as appropriate.

o. COUNTERPARTS. The parties may execute this Agreement in one or
more counterparts hereto. All counterparts shall be construed
together and shall constitute one Agreement. The parties agree
to accept a telecopy of any executed signature page as
evidence that a counterpart has been executed by a party and
that the Agreement is binding as to that party.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date set forth above.

JUNUM, INC. PARTNER:

By: /S/ Xxxxx X. Xxxxxxx By: /S/ X. Xxxxxxxx
--------------------------- --------------------------

Name: Xxxxx X. Xxxxxxx Name: X. Xxxxxxxx

Title: Chief Executive Officer Title: Chairman

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