NOW, THEREFORE, Web Site Owner and Client agree as follows:

1.         Scope of Services

            Web Site Owner will display advertising banners on the web site located at http://www.casualchefs.com (the "Web Site") and other pages linked thereto. The Advertisements will be linked to Client's web site at their home page or other designated page, or any other page located at another URL that Client may provide to Web Site Owner in writing from time to time.

2.         Term and Termination

            Unless terminated as provided herein, this Agreement will extend for a period of time to be determine and will automatically renew from month to month thereafter. Either party may terminate this agreement with or without cause upon thirty (30) days written notice. Termination for breach will not alter or affect the terminating party's right to exercise any other remedies for breach.

3.         Manner of Display and Acceptable Content

            Until this Agreement is terminated according to the terms provided herein, the Advertisements will be displayed on random pages of casualchefs.com. Client will supply all artwork as well as link information for the Advertisements. All Advertisements must conform to standards promulgated from time to time by Web Site Owner and available online at http://www.casualchefs.com/advertise.php. Any failure of an Advertisement or of the site linked thereto to conform to these standards will constitute a breach of this Agreement. Web Site Owner reserves all right to determine whether artwork or other content submitted for the Advertisements is acceptable for use on the Web Site. Web Site Owner may, in its sole discretion, refuse the use any Advertisement.

4.         Price and Payment

            Client will compensate Web Site Owner for the Advertisements pursuant to the terms and times for payment set forth in Exhibit A. Web Site Owner reserves the right to seek recovery of any overdue amounts from either or both Client and any of its authorized advertising agents.

5.         Limitation of Liability, Indemnification

            Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of the terms of this Agreement, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify and hold Web Site Owner harmless against any claims incurred by Web Site Owner arising out of or in conjunction with the placement or display of any Advertisement or Client's breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therein. Web Site Owner's total liability under this Agreement with respect to the Advertisements, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to Web Site Owner.

6.         Relation of Parties

            The performance by Web Site Owner of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Web Site Owner and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

7.         Non-assignment

            Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

8.         Arbitration

            Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Texas. The arbitration will be held in Texas. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

9.         Attorneys' Fees

            If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

10.       Severability

            If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

11.       Waiver and Modification

            The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

12.       Entire Agreement

            This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.