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NETWORK PARTNER AGREEMENT

Trunity, Inc. (Trunity) and the undersigned Network Partner (NP) agree to the following terms:

1. Grant of Licensed Service and Marketing License.  Trunity grants to NP a non-exclusive license to useTrunity’s Trunity Web Service and to use, private-label (if so desired) and market Trunity’s Web Service (TWS).This license applies to any additional products, services, and marketing tools Trunity may include with its TrunityWeb Service over time as this service expands. Trunity also grants to NP a non-exclusive, non-transferable rightto market the licensed service to its members and the general public in a manner consistent with any generalquality standards for marketing that Trunity may establish to maintain brand-consistency or quality. Thismarketing right includes the rights to (a) private-label and brand the licensed service, (b) to directly, or through athird-party contractor, market and promote the resulting Trunity Empowered Web Service, and (c) to receive fromTrunity a Residual (discussed below) calculated on all subscription fees and renewals received from Subscribersrecruited by or on behalf of NP. Trunity also grants to NP, with rights to sublicense the same right to marketingcontractors engaged by NP, the nonexclusive right and license to use and display Trunity’s Marks solely inconnection with the use and marketing by NP of the licensed service during the term of this Agreement. Thisapplies to any Marks posted on Trunity’s website and is subject to any trademark policies or restrictions posted onTrunity’s website.

 The grant of these licenses does not limit Trunity from providing the licensed service to other Network Partners or from marketing this service directly under Trunity’s own name. Trunity’s fee for granting this license is theamount of subscription revenue generated by NP’s subscribers that Trunity retains.

 Notwithstanding any of the foregoing, the promotion and use of the Licensed Service shall be prohibited in anycountry, state or other jurisdiction where the rights of Trunity and its third-party licensors in any softwareelements of the Licensed Service would not be recognized or would not be protected by law.

2. Responsibilities.  Trunity and NP agree to perform and provide each other with the following productsand services:

2.a. Trunity will:i. Honor the rights and licenses granted to NP in this Agreement.

ii. Build, run, and evolve the shared technology platform, known as the Trunity Web Service (TWS), for the benefit of NP and its Subscribers.

iii. Provide customer support to Subscribers of Trunity-based services (excluding products or services NPmay provide independently, for which NP shall provide its own customer support).

iv. Market and build the Trunity brand through methods and timing at its discretion with the ultimateobjective of equating the name with a “technology seal of approval” (subject to reasonable expectations of theamount of time it takes to build and establish such a brand).

v. Operate a compelling “hub” Master Directory — built and evolved over time in an “open source” manner  by subject-matter experts (according to “Trusted Content” polices set fourth by the Digital Universe Foundation) — that is shared and may leveraged by all users of the platform.

vi. Provide English-language marketing and technical support to partners, including a specialized partner extranet, software tools and assistance in building out websites (should a partner wish to build out websites at itsown expense), and production of partner specific marketing and sales collateral (available to partners at their ownexpense) for signing up subscribers.

2.b. NP will:i. Offer the Trunity Web Service to its constituencies, and bear direct responsibility for marketing and promoting the Service, either directly or through an independent third-party contractor.

ii. Private-label and customize the Trunity Web Service, if it chooses to do so.iii. Offer access to The Trunity Network through their own unchanged website.iv. Alternatively, if it chooses to do so, create at its own expense its own customized websites through the

Web Service, using Trunity’s publishing system. These websites may, at the partner’s option, include e-mail andother premium services described in Trunity’s promotional materials.

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v. Refrain from imposing, charging or surcharging any additional fees for access to The Trunity Network other than the Subscriber rates set by and billed directly to Subscribers by Trunity. (This restriction does not

 prevent or prohibit NP from charging its members or constituencies directly for other products or services it provides directly under its own name).

vi. Permit all Subscribers of The Trunity Network access to its website and/or customized website and all

content within that website or website, including its own subscribers, subscribers of other Network Partners, andTrunity’s direct subscribers. (Specific exceptions to this may be arranged, so long as they are agreed to when thisAgreement is entered or mutually agreed to in writing if requested at a subsequent date and are based onreasonable justification for limiting or restricting access.)

vii. Abide by Trunity’s posted Privacy Policy, unless it clearly on its own website notifies Subscribers that its privacy policy differs from The Trunity Network’s Privacy Policy.

viii. Refrain from conducting any activity that might be considered “spamming,” as that term is commonlyused in connection with Internet or electronic communications, including unsolicited broadcast emails to other 

 Network Partners or Subscribers within The Trunity Network.ix. Conduct business in a manner that reflects favorably at all times on Trunity’s products, services, goodwill

and reputation; avoid deceptive, misleading or unethical practices that are or might be detrimental to Trunity;refrain from making any representations, warranties, or guarantees or any false or misleading representations tocustomers or other third parties with respect to the Trunity Web Services’ specifications, features or capabilitiesthat are inconsistent with the product literature distributed by Trunity; and protect any of Trunity’s intellectual

 property rights that may be underlying the open-source elements of Trunity’s architecture as may be discussedwithin the Trunity partner extranet.

2.c. NP understands and acknowledges that many of the features and eventual functionality associated withthe Trunity Web Service will be added over time and may not be available to NP or its Subscribers when the

  parties enter this Agreement. Additionally, the full and diverse product and service envisioned by Trunity’sdevelopment strategy may, at Trunity’s discretion, not be immediately available to NP or its Subscribers and maynot be available to all Network Partners or all Subscribers at the same time. The Trunity and Trunity Network 

 brands can also be expected to take time to be fully established in the marketplace.

2.d. Notwithstanding any of the licensed rights granted and responsibilities discussed above, Trunity reservesthe right at all times, and at its sole discretion, to restrict partially or, if necessary, completely revoke Network Partner’s use of the Licensed Service in any manner which Trunity deems to jeopardize the reputation of Trunity’s

 products or services or the quality and standards of The Trunity Network.

3. Grant of Right to Utilize Third Party Promotional Agreements.  Trunity recognizes that some Network Partners may, for various reasons, prefer to have a third party conduct marketing and promotional effortson its behalf. Therefore, Trunity agrees that NP may contract with or use the services of third parties to marketand promote Subscriptions to the combination of NP’s website and the Trunity Web Service, provided that NPmay not sublicense or assign its own rights to another NP under this Agreement. NP assumes responsibility for the actions of, and its agreements with, its own marketing channels and for its own compliance, as well as thecompliance of its marketing agents or contractors, with the restrictions of this Agreement and any of Trunity’sPolicies or Procedures that may be published or amended from time to time on the Trunity partner extranet. NPshall take prompt and commercially reasonable action at its expense to remedy any breach of these duties by itsmarketing agents, and shall immediately notify Trunity of any breach such that Trunity can take its own correctiveaction as a third-party beneficiary of NP’s agreements with its marketing partners.

4. Affiliate Program.   NP may select a single affiliated organization of its choosing to act as an AffiliateDistributor, also known as an Affiliate Partner. An Affiliate may, upon receiving permission from NP and upon NP notifying Trunity in writing of the Affiliate’s identify, either publicize a link to NP’s version of the TrunityWeb Service. If NP chooses to take advantage of this option, Residuals will be adjusted accordingly as discussed

 below.

5. Joint Expert-Content-Network Partners.  Under the Expert Content Program, certain partners referredto as “Expert Content Partners” or “Experts” undertake responsibility for development and management of substantive content within a specific category or categories of information within the Master Directory. A NPmay apply to be, and be accepted to be an Expert Content Partner. If this occurs, the partner will have the right to

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Phone: 603-397-0901 • Fax: 603-218-6006

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7. Calculation of Residuals: Trunity shall pay the Residuals, as provided for above, to NP based on thefollowing calculations.

Residual Rates:The Residual shall be calculated as a percentage (as stated below) of the total of all qualifying Net Subscription

Fees actually received by Trunity from NP’s Use Subscribers. Unless otherwise specifically granted by separatewritten agreement or a specific amendment to this Agreement, NP shall have no right or claim to Residuals or other compensation in any form calculated on Residuals payable to other NPs or on subscriptions by or resultingfrom other NPs. Qualifying Residuals shall be payable according to the structure and methods provided for earlier in this Agreement.

Over the period of this Agreement, and all renewals hereof, Trunity shall pay to NP a Residual equal to fifty percent (50%) of the gross margin of all Subscription Fees actually received by Trunity from Subscribers firstrecruited by NP or by NP’s marketing contractor specifically for NP. For purposes of such calculation, “grossmargin” shall be the total of subscription payments received by Trunity from qualifying active Subscribers, lessTrunity’s actual costs, including payments to third-party vendors, of providing services, such as e-mail andconnectivity. Calculation of gross margins shall be determined by Trunity, in a manner consistent with generallyaccepted accounting practices.

Affiliate Partner Program as Applicable to NP Residual Rates:Trunity has made available an “Affiliate Partner” Software Distribution Program, under which a NP may selectAffiliate Partners who may distribute a Trunity branded or private-labeled version of the Trunity Web Service on

 NP’s behalf. If a NP chooses to take advantage of this option, Affiliate Partners are eligible to receive twenty-five(25%) of the gross-margin from qualifying Subscribers under this program. If NP chooses to utilize the AffiliatePartner Program and have an Affiliate operate on its behalf, Residuals calculated on qualifying subscriptionsthrough a NP’s Affiliate Partner shall be reduced accordingly. In this case, Trunity shall pay to NP twenty-five(25%) percent (instead of the above mentioned fifty (50%) percent) of the gross margin for this Subscriber anddistribute directly to NP’s Affiliate Partner twenty-five (25%) percent of the gross margin for this Subscriber.

Provisions with regard to Cancelled or Refunded Subscriptions and Identification of Partners:Residuals paid by Trunity on subscriptions subsequently cancelled or on subscription fees refunded by Trunity inaccordance with its published refund policies shall be credited by Trunity against Residuals subsequently accruingto NP. In the event that no subsequent Residuals are payable, by reason of the failure of qualifying newsubscriptions or qualifying renewal subscriptions, NP shall repay such Residuals to Trunity within thirty (30) daysof Trunity’s written demand. Late payments shall be subject to interest as set forth above.

Residuals shall be calculated and payable to NP only for those Subscribers who have not earlier subscribed or applied to Trunity and who properly identify NP as the source of the recruitment or referral, by name, website and

 NP Identifying Number, either manually or through Trunity’s automated serialization procedures, as provided for earlier in this Agreement. Trunity shall have no duty to investigate or identify the source of any referral that doesnot identify NP or to pay any Residuals on subscriptions received from any referral first made (according toTrunity’s records) by other than NP.

Trunity may allow Subscribers to change the NP with whom they identify, thereby altering some of an NP’scustomization features, or to have their email show as an “@Trunity” rather than “@[NP’s name]” address.Under either of these cases, the NP through which the Subscriber initially became a member of The Trunity

 Network will continue to receive the Residuals for that Subscriber payable at the subscription pricing that iscurrent at that time. However, Trunity has no right or obligation to prevent Subscribers from canceling their registration as a Subscriber-User under one NP and registering under another, thereby preventing NP fromcontinuing to receive Residuals for this Subscriber.

8. Joint Press Release and other Public Announcements. In any case in which either NP or Trunity plansto issue a press release or other public announcement regarding their partnership within thirty days after enteringthis Agreement, NP and Trunity shall issue a joint press release stating that both parties are collaborating withrespect to the Web Service. The announcement shall include both NP’s and Trunity’s name in its heading or 

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subheading, shall include at least one quote attributed to a Trunity executive and one quote attributed to a NP’sexecutive, and shall include NP’s and Trunity’s boilerplate press release information in its conclusion. The pressrelease shall be coordinated and subject to approval of both Trunity and NP prior to publication, which approvalshall not be unreasonably withheld. Additionally, NP and Trunity hereby agree to act as a press reference for oneanother, whereby each shall make appropriate personnel available for comment to press and industry analysts, and

allow such personnel to be quoted in at least one subsequent press release. Furthermore, future press releasesreferencing NP and/or Trunity in any substantial and significant subject matter other than identifying NP as amember of, or NP within, The Trunity Network must be subject to approval of both Trunity and NP prior to

 publication, which approval shall not be unreasonably withheld.

9. Service/Product Orders:

 NP Services: All orders or requests from NP for services from Trunity shall be in writing, conveyed by mail, e-mail, facsimile, or by such other method as may be facilitated or directed through Trunity’s website or partner extranet and disclosed methods for contacting Trunity and shall specify the services requested.

Subscriber Services: For purposes of account control and accountability, all NP Subscriber subscriptions will be processed by and through Trunity, directly, in accordance with Trunity’s subscription policies and instructions andshall identify NP as the website provider. Similarly, product or service subscriptions from NP or NP’s Subscribers

for any additional Trunity products or services shall be made directly through Trunity, as provided by Trunity’sstandard order or subscription procedure, whether in writing, by Internet order or subscription, by telephone, or other method adopted by Trunity. Trunity shall be deemed to be NP’s exclusive and authorized agent for 

  purposes of collecting the required fees from NP’s Subscribers, and shall be responsible to remit to NP anyapplicable Residual due under this Agreement on such subscription fees actually received by Trunity from NP’sreferred qualifying Subscribers. However, NP shall be solely responsible for providing to its Subscribers anydirect products or services provided by NP to its members or the general public other than the Trunity WebService and its related products and services.

10. Term and Termination: 

Term of Agreement and Extensions. The initial term of this Agreement expires twenty-four (24) months from theEffective Date and shall automatically renew for subsequent two-year periods, subject to terms governingtermination and renewals set forth below. Unless earlier terminated for breach as provided herein, or unless either 

 party notifies the other in writing not later than thirty (30) days prior to expiration of the initial (or any successive)term of its intention to terminate the agreement upon its expiration, this Agreement shall automatically renew atthe end of the initial (or any successive) term for additional successive two (2) year terms.

Termination for Cause. Either party may terminate this Agreement for the substantial breach by the other party of a material term, including failure or refusal by NP to comply with additions to or other modifications of Trunity’s

  published policies and procedures. The terminating party will first give the other party written notice of the breach and a reasonable period of at least thirty (30) days in which to cure the alleged breach. If a cure is notachieved during the cure period, then the non-breaching party may terminate this Agreement upon written notice.

Effect of Termination on Obligations. Upon termination of this Agreement for any reason, NP shall immediatelycease marketing and distribution of all Licensed Services. Notwithstanding the foregoing, and provided NPfulfills its obligations specified in this Agreement, NP may continue to use and retain all copies of, documentation

related to, and items used to implement the Licensed Service to the extent, but only to the extent, necessary tosupport and maintain the Licensed Service rightfully distributed to NP’s End Subscribers by NP prior totermination of this Agreement. Termination of this Agreement shall not affect rights of NPs or End Subscribersreceiving the Licensed Service prior to the date of termination. Additionally, as provided for above in the sectionson Residuals, NP will be eligible to receive ongoing Residuals from qualifying subscriptions entered into prior tothe termination of this Agreement.

Survival of Terms. Termination of this Agreement shall not relieve either party of any obligations arising under this Agreement prior to the date of termination. Any provisions of this Agreement that by their nature extend

 beyond the Expiration Date or other termination of this Agreement shall remain in effect until all obligations are

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satisfied. This includes Trunity’s obligation to provide ongoing service and support to NP’s Subscribers.Confidentiality provisions shall remain in effect until the Confidential Information is no longer confidential.

11. Independent Contractors:  Each party acknowledges that the parties to this Agreement are independentcontractors and that it will not, except in accordance with this Agreement, represent itself as an agent or legal

representative of the other.

12. Assignment:  This Agreement is not assignable or sellable by NP, in whole or in part, without Trunity’s prior written consent, which shall not be unreasonably withheld. Notwithstanding, Trunity will not unreasonablywithhold consent to an assignment of this Agreement or any part of this Agreement to a parent, subsidiary or affiliate of NP, or unreasonably prevent the sale of an NP’s website business (and resulting stream of Residuals)developed as a result of this Agreement, provided that the successor entity is at least as capable as NP of satisfying NP’s responsibilities hereunder. Any attempted assignment without Trunity’s written consent will benull and void. For its part, however, Trunity shall have the right in its sole discretion, and without the prior approval of NP, to assign all of Trunity’s rights and obligations under this Agreement to any entity capable of andacting to fulfill all obligations of Trunity specified herein.

13. Confidential Information: In the course of entering and during the life of this Agreement, the partiesmay share certain Confidential Information about each other’s business strategy, tactics, finances, marketing,

existing or planned products or services, operations, technology, and other Confidential Information. Neither  party shall use or disclose any Confidential Information supplied by the other party (that has not been clearlymade publicly known by the other party) about these or other obviously confidential matters, except as authorizedin writing by the other party in advance of such disclosure. Additionally, the parties shall safeguard allConfidential Information provided by the other party in the same or more restrictive manner as it safeguards itsown Confidential Information.

14. Dispute Resolution: The Trunity Network is committed to providing an innovative and outstanding  product and service that advances the many business, community, technology, financial, and public interestobjectives of its Network Partners. Nonetheless, differences in perspectives or interpretation sometimes arise inthe normal course of events. If a difference arises, the parties agree to attempt in good faith to resolve alldisputes arising between them first through negotiated settlement, over an expedited period of no more than thirty(30) days from the date of first written notice of the dispute and request for negotiation. In the event thatnegotiation fails to yield a settlement or resolution, within the stated period, the parties agree to pursue mediationwithin an expedited period (not less than thirty (30) nor more than sixty (60) days) from the receipt by a party of the notice described below. If mediation is not successful, the parties will be free to pursue court action. Neither 

 party shall file a lawsuit until the mediation has been completed, except that in the event that the actions of one party will cause or are causing the other immediate irreparable injury requiring temporary injunctive relief and theother party is unwilling to suspend its planned or existing activity to allow for expedited mediation, in which casethe aggrieved party may file suit and seek such temporary injunctive relief in a court with jurisdiction over thesubject matter of the dispute. Dispute resolution under this section shall be triggered by one party’s service uponthe other of a written notice and request to mediate, identifying the subject matter of the dispute and the nature of the relief sought. Unless otherwise agreed in writing at the time of mediation, mediation shall be conducted inSanta Clara County and in the State of California, USA, through and under the normally accepted rules and

 practices governing mediation.

15. Limitation of Actions. No action arising or resulting from this Agreement, regardless of its form, may

 be brought by either party against the other more than two (2) years after termination of this Agreement.

16. Jurisdiction and Applicable Law. This Agreement will in all respects be governed by and construed inaccordance with the laws of the State of California of the United States of America and will not be construed inaccordance with or governed by the United Nations Convention for International Sales of Goods. Any lawsuit

 brought by one party against the other, upon the possible failure of mediation, shall be brought only in a federal or state court of competent jurisdiction in Santa Clara County and in the State of California, United States of America. Both parties hereby submit to the personal jurisdiction of said court for said purpose.

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17. Attorneys’ Fees. Each party agrees to pay the other’s reasonable attorneys’ fees and costs of litigation if the original party, for any cause whatsoever, brings suit against the other party and the other party is finallyadjudicated not to have liability.

18. Superior Agreement: This Agreement will not be supplemented or modified by any course of dealing

or usage of trade. Variance from or addition to the terms and conditions of this Agreement in any writtennotification from NP will be of no effect, unless otherwise expressly provided for in this Agreement.

19. Scope of Agreement: Each of the parties hereto acknowledges that it has read this Agreement,understands it and agrees to be bound by its terms. The parties further agree that this Agreement is the completeand exclusive statement of agreement regarding the subject matter and supersedes all proposals (oral or written),understandings, representations, conditions, warranties, covenants and all other communications between the

 parties relating thereto. This Agreement incorporates by reference the latest amended form of any definitions,general terms and conditions, and Policies and Procedures that Trunity may publish and amend from time to timeon the Trunity partner extranet. Any Stewardship Agreement between the parties shall be deemed to relate toseparate subject matter and shall stand independent of this Agreement. This Agreement may be amended or modified only by a writing that refers specifically to this Agreement and is signed by both parties.

20. Supplemental Terms: The terms in this section, if any are added and if the end of this section is

initialed by authorized agents of both parties, are added to this Agreement. In the event of any conflict or inconsistency between these supplemental or additional terms and terms stated elsewhere in this Agreement, theterms in this section shall prevail.

Acknowledged: Trunity initials: _______ NP initials: _______ 

21. Signature: This Agreement is entered into as of the effective date stated below between The Trunity Network and the undersigned Network Partner. By signing below, the parties acknowledge their agreement withthe terms and conditions of this Agreement, and each signatory represents and certifies that he/she is authorized tosign on behalf of and to bind each of the respective parties to all of the terms and conditions of this Agreement:

Trunity Network: Network Partner:

Signature: Signature:Printed Name: Printed Name:Title: Title:Date: Date:

Additional Information:

Effective Date: NP’s URL (or, if agreed to by Trunity, Digital Universe Portal) from which NP’s Website will be accessed bySubscribers:

 NP’s Qualifying Identification Number (to be provided by Trunity): NP’s Federal Tax ID Number (or individual SSN): Name of Referral (or how you learned about Trunity):

 NP’s Contact InformationIndividual or Company Name:Contact Person:Address:Telephone:Alternate Telephone:Facsimile:Email:

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