This Ad Serve Agreement ("Agreement") is effective as of July 31st, 2010 ("Effective Date"), by and between Etelos Inc. ("Etelos"), a Washington corporation with corporate offices at 1900 O'Farrell Street - Suite 320, San Mateo, CA 94403 and the User ("User" or "Client").

A. Etelos has developed the Etelos Marketplace™ for the distribution of various on-demand products developed by Etelos and others.

B. In connection with the operation of the Etelos Marketplace, Etelos offers advertising placements on various products and locations.

C. Advertising Client wishes to participate in the Etelos Ad Serve Program, in accordance with the provisions of this Agreement.

Therefore, it is agreed as follows:

1. DEFINITIONS

1.1. The "Etelos Ad Serve Program" means the program described at http://adserve.etelos.com, as modified from time to time and incorporated by reference in this Agreement.

1.2. The "Etelos Marketplace" means the online ecosystem that allows developers, distributors, users and others access to and a means of transacting rights (both modification and use) to products or groups of products.

1.3. "Ads" means Advertisements developed and placed by Client in accordance with the provisions of this Agreement.

2. AD PURCHASES

2.1. Client agrees to purchase Ads in accordance with the Rate Card Schedule set forth in Exhibit A and at http://adserve.etelos.com.

3. PROCEDURES

3.1. Submissions. Client will submit Ads to Etelos in accordance with the procedures set forth on http://adserve.etelos.com.

3.2. Review and Approval by Etelos. Etelos will review and approve Client's submissions in its sole discretion. Under no circumstances will Etelos accept any advertisements for the following industries or categories of products:

Adult Entertainment; Adult Products; Personal Ads; Gambling; Casinos; Alcohol; Tobacco; Firearms; Lingerie; Diet Products; Investment Opportunities; any advertisement targeted primarily to children.

4. FEES AND PAYMENT

4.1 Fees and Payment Terms. Client will pay Etelos the fees and expenses in the amounts and in accordance with the procedures set forth in Exhibit A. All fees are non-refundable and non-cancelable, and the obligation to pay Fees is not contingent or dependent upon the delivery of all or any portion of any services. Client shall pay all fees in U.S. Dollars or in such other currency as agreed to in writing by the parties. These fees shall include any fees payable to financial institutions for the processing of any credit card, debit card, wire transfer, or alternative payment methods. Unless agreed to by the parties in writing, Client shall pay all fees at the time that the Ads are purchased in accordance with the terms as set forth in this agreement.

4.2 Payment Method. In the Etelos Ad Serve Program registration process, Client will be asked to provide a valid credit card, debit card, wire transfer, or other payment information for purchases of Ads to be made in the Etelos Ad Serve Program. Client acknowledges that when Client purchases Ads, or it is time for renewal of the Ads, Client authorizes Etelos to process the agreed upon payment method for the amount of the purchase plus any applicable taxes that Etelos is required to collect. Thereafter, each time Client makes an Ad purchase in the Etelos Ad Serve Program, or it is time for renewal, Client authorizes Etelos, and Etelos has the right to automatically process the agreed upon payment method, the then-current purchase price of the Ads plus any applicable taxes that Etelos is required to collect. If Etelos is unable to process payment for the purchase of the Ads, Client's purchase may be immediately terminated, and Client will be responsible for any fees incurred in the late payment. Late payments under the Etelos Ad Serve Program will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less), and will include reasonable expenses and attorneys fees Etelos incurs in collecting any and all late amounts.

4.3 Taxes. Unless specified in Exhibit A, all sales, use, value-added, withholding or other taxes measured by sales or receipts are not included in the prices. Client is required to pay and verify back to Etelos Client's payment of the applicable taxes directly to the taxing authority. Client will indemnify and reimburse Etelos for any failure to pay and file taxes in a timely manner including costs of preparation and other costs incurred by Etelos in responding to the taxing authority.

5. CLIENT COVENANTS

5.1. Client represents and warrants that it has [a] all right and authority to enter into this Agreement and [b] the unrestricted right to all copyrights, trademarks, service marks, trade names and other proprietary rights used in its Ads and [c] not received any communication from any third party that any such right or Ad is in violation of any law or intellectual property right of any third party.

5.2. Client will defend any action brought against Etelos based upon any third party claim arising from any of Client's Ads or any product or service advertised in Client's Ads. Client will pay all costs, damages and reasonable attorneys' fees attributable to such claim that are finally awarded against Etelos or agreed to by Client in settlement, provided that Etelos: (a) promptly notifies Client in writing of the claim; (b) grants Client control of the defense and settlement of the claim; and (c) provides Client with all assistance, information and authority required for the defense and settlement of the claim.

6. NONDISCLOSURE OBLIGATION

6.1. Client accepts the terms and conditions of the Confidentiality & Nondisclosure Agreement [NDA] at http://adserve.etelos.com/signup/nda.pdf, incorporated by reference, which shall remain in full force and effect for the term of this Agreement and for a period of five (5) years after its termination or expiration. Client specifically agrees not to disclose any Client-specific Ad Serve pricing information, which shall be Proprietary/Confidential Information under the NDA.

7. LIMITATION OF LIABILITY

7.1. Except as otherwise provided in this Agreement, Etelos makes no representations or warranties with respect to the accuracy, reliability, completeness, usefulness, or effectiveness of any Ads placed in the Etelos Marketplace. Etelos is not responsible for any liability to Client or any customer of Client for any damage caused by or arising from the use of any Ads or the products or services advertised in the Ads.

7.2. All other express or implied conditions, terms, representations, and warranties including, without limitation, any implied warranty of merchantability or fitness for a particular purpose, are expressly disclaimed and excluded to the maximum extent permitted by applicable law. Etelos will not be liable or responsible for any losses or damages of any kind, including lost profits or any other form of consequential damages, relating to use of the Applications.

7.3. Except for the parties' indemnification obligations, confidentiality obligations, each party's liability to the other from all causes of action and all theories of liability will not exceed the amounts paid to Etelos by Client pursuant to this agreement.

7.4. In no event will either party be liable to the other for any special, indirect, incidental or consequential damages (including loss of use, data, business or profits) arising out of or in connection with this agreement or the use or performance of the Applications or services, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.

7.5. This section sets forth the entire allocation of risk as between the parties.

8. TERM AND TERMINATION

8.1. Term. This Agreement remains in effect on a month-to-month basis and shall renew automatically upon Client's payment of Etelos' invoice in accordance with its terms or Exhibit A, or until terminated by either party in accordance with the terms of this Agreement.

8.2. Termination for Breach. Each party has the right to terminate this Agreement if the other party breaches any material term of this Agreement, including but not limited to nonpayment, and fails to cure such breach within five (5) days after written notice thereof.

8.3. Effect of Termination. In addition to any other provision of this Agreement, upon any termination of this Agreement: Etelos will promptly (a) remove all Client Ads and (b) terminate Client's administrative access to the Etelos Marketplace. Client will promptly return to Etelos or, at Etelos's request, destroy any Confidential Information and all copies and portions thereof, in all forms and types of media, and provide Etelos with an officer's written certification, certifying to Client's compliance with the foregoing. Etelos shall correspondingly return, or at Client's request, destroy and certify the destruction of all Client Confidential Information.

8.4. Nonexclusive Remedy. Termination of this Agreement by either party will be a nonexclusive remedy for material breach and will be without prejudice to any other right or remedy of such party at law or in equity.

8.5. Survival. The rights and obligations of the parties contained in this section and Sections 4, 5, 6, 7, and Exhibit D will survive the termination of this Agreement.

9. REPORTING, AUDIT RIGHTS AND CONFIRMATIONS

9.1 Etelos will provide to Client regular periodic reports via http://adserve.etelos.com.

10. GENERAL

10.1. Limited Warranty. Etelos warrants that it has the right and power to enter into this Agreement and that the services will be performed in a workmanlike manner. ETELOS DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ETELOS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS.

10.2. Assignment. Neither party will have the right to assign this Agreement or any licenses to any Applications, in whole or in part, without the other party's prior written consent. Any attempt to assign this Agreement without such consent will be null and void. Notwithstanding the above, as part of a Change of Control, public offering or reincorporation, Etelos may assign or transfer this Agreement upon written notice to Client.

10.3. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to its conflict of laws principles. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising will be brought exclusively in the federal or state courts of San Mateo County, California, USA.

10.4. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, then that provision of this Agreement shall be enforced to the maximum extent permissible and the other provisions of this Agreement shall remain in full force and effect.

10.5. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

10.6. Notices. All notices, demands or consents required or permitted shall be in writing. Notice shall be considered effective on the earlier of actual receipt or: (a) the day following transmission if sent by electronic medium followed by written confirmation; (b) one (1) day (two (2) days for international addresses) after posting when sent via a commercial courier. Notice shall be sent to the address for each party set forth on the first page of this Agreement, or at such other address as shall be given by either party to the other in writing. Notices to each party shall be addressed to the attention of: "General Counsel" at the party's address listed above or as amended.

10.7. Force Majeure. Neither party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action.

10.8. Relationship of Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. There are no third party beneficiaries of this Agreement.

10.9. Non-Solicitation. For a period of five (5) years after the Effective Date, neither party will directly or indirectly recruit, solicit or hire any employee of the other party without the other party's prior written consent.

10.10. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective successors and assigns.

10.11. Entire Agreement. This Agreement, including all referenced Exhibits, appendices, exhibits and attachments attached hereto, contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein, including any Client purchase order or similar document. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the parties. The parties have executed this Agreement by their authorized representatives as of the Effective Date.

Sponsorship Rates

* Sold in increments of 1000, 2500, 5000, or 10000

Client acknowledges and agrees that any information that Client provides to Etelos in the Etelos Ad Serve Program is subject to Etelos' then-current Marketplace Privacy Policy, Marketplace Terms of Use, and Marketplace Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS MARKETPLACE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND Etelos, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND Etelos RELATING TO THE SUBJECT OF THIS MARKETPLACE AGREEMENT.