ADVERTISING AND PROMOTION AGREEMENT

This Advertising and Promotion Agreement ("Agreement") is made and effective as of this day (the “Effective Date"), and is by and between Image Arts, Inc., d/b/a Companion Portraits (hereinafter “Companion”), a Michigan corporation, with its principal place of business located at 830 Robinwood Court, Traverse City, MI 49686 and the veterinary hospital/clinic ("Hospital").

PURPOSE. Companion converts digital or original photographs of animals into portraits. Companion seeks to advertise and promote its services and goods in veterinary hospitals and clinics. Hospital will receive a fee for purchases made by Hospital patrons.

COMPANION'S DUTIES. Companion shall provide the Hospital with the necessary advertising and promotional materials, including the original animal portrait, the materials used to make the portrait, the point of purchase display board and attached flier rack, the brochures, and any other materials (collectively the “Materials”) to display to Hospital’s patrons. All Materials shall be mailed to Hospital within ten (10) business days from the Effective Date of this Agreement.

Companion shall provide computer software to track purchases made by Hospital’s patrons, based upon the Hospital business name that must be referenced by the Hospital patron when purchasing Companion’s products via its website. Companion will determine the appropriate fee owed to the Hospital based upon each purchase.

Companion shall provide online reporting of purchase and sales information with regard to Hospital’s patrons, as tracked by the patron’s order. The report will indicate the number of portraits sold to Hospital’s patrons on a monthly and cumulative basis and the applicable fees due to the Hospital.

HOSPITAL’S DUTIES. Hospital shall display Companion’s Materials in a prominent location visible to the patrons at its facility for the entire Term of this Agreement. Hospital shall ensure that Companion’s Materials are clean and properly cared for.

FEES. In consideration of Hospital’s advertising and promotion of the Materials, Companion agrees to pay Hospital a fee for each portrait sold to the Hospital’s patrons. Companion shall pay the Hospital a fee of $50 (Fifty Dollars) for each portrait purchased by Hospital’s patrons. In addition, Companion shall pay a fee of $20 (Twenty Dollars) for each additional copy portrait (a reproduction of the original order) purchased by that same patron for that order. All payments shall be made in U.S. dollars.

Companion offers purchasers a 15-day money back guarantee, and may extend that guarantee beyond the 15-day guarantee period at its sole discretion to any customer.

Companion shall pay Hospital fees on the 10th of each month for all Hospital patrons whose orders shipped prior to the 20th of the previous month (which will allow for customer refunds to be identified through the standard 15-day guarantee period). If discretionary refunds are provided to a Hospital’s patron by Companion after the standard 15-day guarantee period, the fee for that customer will be subtracted from the Hospital’s fees in a subsequent pay period.

Hospital shall have the ability to access Companion’s website for online reporting of purchase and sales information with regard to Hospital’s patrons, which is subject to change based upon the Companion’s exercise of the discretionary extension or refund referenced in the above paragraph.

Hospital, at its own cost, has the right to conduct an audit of Companion’s databases and accounting records to confirm proper fee payment under this Agreement. Any such information provided shall be kept strictly confidential by the Hospital.

USE OF COMPANION’S MATERIALS. Companion hereby grants to Hospital a non-exclusive, non-transferable right to display Companion’s Materials. The foregoing right to display shall terminate automatically upon the expiration of the Term or other termination of this Agreement.

Companion shall have the right to suspend or terminate this program under this Agreement at any time. Further, Companion has the right to change the fee rate or other terms of this Agreement on 30 days written notice to Hospital. If a change to the fee rate or other material changes are made by Companion under this Agreement, the Hospital may terminate this Agreement by providing written notice within 30 days thereafter.

TERM. The Hospital agrees to continually display Companion’s Materials at its facility for a period of one year from the Effective Date of this Agreement (the “Term”).

This Agreement shall be automatically renewed annually unless the Hospital informs Companion, in writing at its principal place of business 30 days prior to end of each term, that it no longer desires to participate in the advertising and promotion agreement.

LIMITED LICENSE. Companion hereby grants Hospital a limited license to advertise, with an accurate representation, Companion’s goods and services. This limited license ends with the termination of this Agreement.

Companion does not grant to Hospital any license to reproduce, transmit, redistribute, or otherwise use as for its own benefit any of Companion’s Materials.

USE OF HOSPITAL’S NAME. Companion shall have the right to use Hospital’s name to advertise the existence of and/or promote a similar service to other veterinary hospitals, clinics, or other entities.

TRADEMARKS/TRADENAMES. All trademarks and/or tradenames and/or brands relating to Companion remain the sole property of Companion and should not be used in any way contrary to this Agreement by Hospital without the prior written consent from Companion.

INDEMNIFICATION. Companion shall defend, indemnify, and hold Hospital harmless from and against all third party claims, suits, and proceedings and any and all damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs as a result of any and all such claims, suits and proceedings against Hospital other than those arising from (i) Hospital’s breach of this Agreement and/or (ii) Hospital’s own negligence.

NONCOMPETE. Hospital hereby acknowledges, understands, and agrees that it shall not, either directly or indirectly, for itself or in cooperation with others, produce, supply, or provide any goods or services similar to those provided by Companion during the Term of this Agreement or for a period of two (2) years following the Term of this Agreement.

TERMINATION. Either party may immediately terminate this Agreement if (a) the other party files a petition for bankruptcy or is adjudicated bankrupt, a petition in bankruptcy is filed against the other party and such petition is not dismissed within sixty (60) days of the filing date, the other party becomes insolvent or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party; and/or (b) the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice is received by the breaching party identifying the breach.

ASSIGNMENT; BINDING EFFECT; SUBCONTRACTING. Neither Companion nor Hospital may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement to an acquirer of all or of substantially all of such party's equity securities, assets, or business relating to the subject matter of this Agreement or to any entity controlled by, controlling, or under common control with such party. Any purported assignment agreements in violation of this Section shall be null, void, and of no effect.

REMEDIES.

a. DISPUTE RESOLUTION. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under the American Arbitration Association, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute which is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.

Both parties hereby agree that lost profits are not available as part of any remedy.

b. CHOICE OF LAW AND FORUM. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for all disputes arising under or relating to this Agreement shall be in Grand Traverse County, Michigan.

MISCELLANEOUS

. a. AMENDMENT AND WAIVER. Except as otherwise expressly provided herein, any provision of this Agreement may be amended or modified and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only in the form of a writing signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

b. NOTICES. All notices required to be given under this Agreement must be given in writing and delivered either by hand, certified mail, return receipt requested, postage pre-paid, or Federal Express or other commercial overnight delivery service with tracking capabilities, all delivery charges prepaid, and addressed to the applicable party's address set forth in this Agreement or such other address as to which the party has notified the other party in accordance with this paragraph. Notice shall be deemed effective upon receipt, provided, however, that notice sent by mail shall be deemed received three (3) days after deposit in the U.S. mails unless received sooner. Notice shall be to the attention of the person executing this Agreement, and if such notice is being provided to Companion, with a copy to Companion’s General Counsel at Traverse Legal, PLC, 810 Cottageview Drive, Unit G-20, Traverse City, Michigan 48823.

c. RELATIONSHIP OF PARTIES. Companion and Hospital are independent contractors under this Agreement. Neither party has authority to enter into agreements of any kind on behalf of the other.

d. HEADINGS. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other that: (i) it is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out its provisions; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations; and (iii) this Agreement is valid and legally binding upon it and the execution, delivery and performance of this Agreement by such party does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound nor would violate any law or regulation of any court, governmental body or agency having jurisdiction over it.

ENTIRETY. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated herein and supersedes all previous agreements, communications, and understandings concerning the subject matter thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.