1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the respective meanings ascribed to them below:

(a) Community means a multi-family or other housing community listed on Schedule A.

(b) Confidential Information means all proprietary information disclosed by one party to the other party including, without limitation, technology, trade secrets, ideas, inventions, technical, business or financial information and projections, vendor and customer information, assets, liabilities, operations, strategies, plans, service techniques, products, sales, and the terms and conditions of this Agreement.

(c) Content means all materials provided by Customer to rentbits, in the form provided, for the purpose of preparing advertisements to be posted on various websites in connection with the provision of the Services.

(d) Lead - Customer will pay $25 per Lead up to a maximum of $100 in the aggregate for each Community listed with rentbits, with respect to each whole or partial calendar month during the Term. Amounts due will be payable in accordance with the attached Terms and Conditions. A Lead is defined as an expression of interest from a consumer which is forwarded or otherwise provided to Customer by e-mail or otherwise, including telephonic messages from, or conversations with, consumers exceeding 45 seconds in length, as determined by rentbits.

(e) Posting means the initial posting of an apartment or other property by rentbits to one or more websites, and any renewal of any such initial posting for one or more one-month periods.

(f) Proprietary Technology means the source code and object code and other intellectual property of rentbits used to deliver the Services.

(g) Services means services provided by rentbits pursuant to which apartments or other properties for rent are posted on various websites, as determined in the sole discretion of rentbits, and expressions of interest are forwarded to the Customer

2. Ownership and Retention of Rights.

Customer hereby agrees and acknowledges that rentbits, its suppliers, partners and licensors (if any), own and shall retain all right, title and interest in and to (i) the right to supply the Services (including all derivative works thereof, by whomever produced), (ii) all Proprietary Technology, (iii) all service marks, trademarks, trade names or any other designations associated with the Services or the rentbits' business, and (iv) all copyrights, patent rights, trade secret rights and other proprietary rights in the Services and the Proprietary Technology, and Customer shall have no rights with respect thereto other than the limited rights expressly set forth in this Agreement.

3. License to rentbits.

Subject to the terms of this Agreement, during the Term of this Agreement, Customer hereby grants to rentbits the non-exclusive, non-transferable limited license to use Customer's name and logo on rentbits' website and its marketing, advertising and promotional materials for any lawful purpose. Content will remain the sole and exclusive property of Customer. Customer grants rentbits a perpetual, royalty-free, fully transferable and fully sublicenseable right and license to collect, edit, modify, adapt, translate, publish, use, sell, copy, distribute, transmit, broadcast, perform and display publicly, and prepare derivative works of, and otherwise use Content. rentbits will be the sole and exclusive owner of materials derived from Content. rentbits reserves the right to modify the Content, or to edit or reject any Content in its sole discretion.

4. Prices; Changes.

rentbits will have the right, exercisable in its sole discretion, at any time upon thirty (30) days prior Notice to Customer, to change its charge per Lead or maximum monthly fee amount per Community or delete, modify or add Services.

5. Terms of Services; Changes.

The initial "Terms of Service" set forth at http://ads.rentbits.com/rm/contract/terms.do) sets forth additional terms and conditions upon which Services will be provided to Customers. All such terms and conditions shall be in the sole discretion of rentbits.

6. Restrictions on Use.

Customer hereby agrees (i) not to create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the source code, internal structure, design or organization of the Proprietary Technology or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law, (ii) not to copy the Proprietary Technology, modify, translate or, unless otherwise agreed, develop any derivative works thereof, and (iii) not to separate the Proprietary Technology into component parts for distribution or transfer to any person or entity. This Agreement shall not limit or prohibit Customer in any way whatsoever from utilizing or further developing its own website or proprietary technology, or any part thereof, presently in use or development by Customer; provided that Customer does not use any Proprietary Technology or Confidential Information of rentbits. If Customer commercializes one or more products or services which compete with the Services, rentbits may, at its option and upon thirty (30) days prior Notice to Customer, terminate this Agreement.

7. Fees.

Customer shall pay the applicable fees ("Fees") determined as provided in the order form above upon receipt of invoice and all fees are non-refundable/non-creditable. If Customer fails to make payment within 30 days of date of invoice, rentbits shall have the right to immediately terminate or suspend this Agreement and Customer agrees to pay interest on late payments at a rate equal to the greater of 1.5% per month or, if less, the highest rate permitted by law. In the event rentbits incurs legal fees in an effort to collect its invoices, Customer agrees to reimburse rentbits for these expenses.

8. Term and Termination.

(a) Term. The term of this Agreement (the "Term") shall commence upon the Start Date described in the order form and shall continue until terminated by either party for any reason with a 30 day written notice to the other party. Notices must be received either electronically at sales@rentbits.com or by mail at 6560 South Greenwood Plaza Blvd. #425 Englewood, CO 80111. Each party will endeavor to give the other party advance Notice of such termination. (b) Effects of Termination. Upon termination of this Agreement pursuant to this Section 9 or any other provision of this Agreement, (i) rentbits will cease providing Leads to, and accepting Postings from, Customer, (ii) rentbits will maintain Postings existing as of the date of termination until such Postings expire without renewal, (iii) each party will promptly return to the other party (or destroy) all Confidential Information of the other Party, and (iv) Customer will promptly pay (within two business days following such termination), all accrued Fees.

9. Relationship of the Parties.

The relationship of rentbits and Customer established by this Agreement is that of independent contractors, and nothing contained in this Agreement or in the parties' performance of this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

10. Confidential Information

(a) Protection of Confidential Information. Each party will protect the other party's Confidential Information from unauthorized disclosure or use, and use the same degree of care that such party uses to protect its own Confidential Information, and, in all cases, a reasonable degree of care. Neither party will disclose to any third party the other party's Confidential Information without the prior written consent of the other party. Neither party will use the other party's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Each party will be responsible for any unauthorized disclosure or use of Confidential Information by its employees and agents.

(b) Permitted Disclosure. Notwithstanding any provision in this Agreement to the contrary, each party may disclose portions of the other party's Confidential Information (i) to its lawyers and accountants who have a need to know such information and (ii) pursuant to an order of a governmental agency or court of competent jurisdiction compelling disclosure, provided that the owner of the Confidential Information will be given reasonable advance Notice of such impending disclosure.

(c) Disposition upon Termination. Upon the termination or expiration of this Agreement for any reason whatsoever, each party will return to the other party (or destroy, as specified by the other party) all copies of all Confidential Information of the other party in such party's possession or under its control. Within five (5) days thereafter, each party will provide the other party with a certificate, executed by an officer of such party, confirming that all copies of all such Confidential Information have been returned to the other party or destroyed, as the case may be.

11. Disclaimers; Limitation of Liability

(a) Disclaimers of Warranties.
EXCEPT FOR ANY WARRANTIES MADE BY RENTBITS TO CUSTOMERS, RENTBITS MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCT OR SERVICE AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. RENTBITS PROVIDES ITS PRODUCTS AND SERVICES "AS IS" AND DOES NOT WARRANT THEIR EFFECTIVENESS, USEFULNESS OR RELIABILITY.

(b) Limitation of Liability.
Notwithstanding anything to the contrary in this Agreement or otherwise, rentbits will not be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for (i) any amounts in excess of the Fees paid to rentbits, (ii) any special, incidental, or consequential damages, however caused, (iii) damages for lost profits or lost data, or (iv) cost of procurement of substitute goods, technology or services.

12. General Provisions

(a) Entire Agreement.
The provisions of this Agreement, including any exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all prior agreements and representations, whether oral or written, regarding such subject matter. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

(b) Governing Law.
The Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of law principles.

(c) Arbitration.
Any controversies or claims arising from or relating to this Agreement, or the breach or validity thereof, which cannot be settled amicably between the parties, will be referred to and finally settled by arbitration. The place of arbitration shall be Denver, Colorado. The arbitration shall be conducted by the Judicial Arbiter Group by a single arbitrator. Judgment on the award may be entered in any court having jurisdiction. The arbitrator shall, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who does not prevail.

(d) Assignment.
Except pursuant to a merger, acquisition or other transaction resulting in the acquisition of all or substantially all of a party's assets, neither party may assign, delegate or otherwise transfer this Agreement or any of its rights and obligations under this Agreement, whether voluntarily, by operation of law or otherwise, without the other party's prior written approval. Notwithstanding the preceding sentence, this Agreement shall not be assignable in connection with a merger, acquisition or other transaction resulting in the acquisition of all or substantially all of a party's assets if such assignment would cause a violation, breach or default under any other document or instrument by which such party is bound. This Agreement will be binding on the parties and their respective successors and permitted assigns.

(e) No Waiver; Severability.
Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

(f) Injunctive Relief.
The parties agree that any unauthorized use or disclosure of the Confidential Information of either party, or a breach of this Agreement adversely affecting either party's intellectual property rights, would cause irreparable injury to the injured party for which monetary damages would not be and adequate remedy and the injured party shall be entitled to equitable relief in addition to any remedies it may have under this Agreement or at law.

(g) Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(h) Force Majeure.
Except for the obligation to make payments, nonperformance of either party shall be excused to the extent performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers or for any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing party.

(i) No Other Rights.
Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either party any license or other right, except the licenses, rights and uses expressly granted under this Agreement to a party hereto.

(j) Conflicts.
In the event of any conflict between the terms and conditions set forth in any exhibit to this Agreement and the terms and conditions set forth above, the terms and conditions set forth above shall control.

(k) Notices.
All notices, consents and other communications permitted or required by this Agreement (each, a 'Notice'), must be in writing and given by nationally recognized overnight courier service, or by certified mail, in each case addressed as set forth in the first paragraph of this Agreement. Either party may change its address for notice purposes by giving Notice in the manner set forth in this paragraph. Any Notice will be deemed duly given and received upon receipt.