1-800-CHIMNEY LICENSING AGREEMENT

THIS AGREEMENT is entered into as of , 2006 between 1-800-Chimney, LLC, an Illinois limited liability company ("1-800-Chimney"), and the undersigned (the "Member").

WHEREAS, 1-800-Chimney is the owner of 1-800-244-6639 (the "Number") and has created a membership group (the"1-800-Chimney Group") that allows its members benefit from 1-800-Chimney's value added services such as area code routing, which allows Members to use the Number exclusively in their assigned Market Areas (defined herein); and

WHEREAS, the Member desires to join the 1-800-Chimney Group; and

NOW, THEREFORE, in consideration of the foregoing and the respective agreements, covenants, representations and warranties hereinafter set forth and other good and valuable consideration, Buyer and Secured Party Seller hereby agree as follows:

1. Market Areas and Terminating Number. Subject to all of the terms and conditions of this Agreement, the Member has the exclusive right to receive all telephone calls placed to the Number from within the following area code(s):
   the ("market Area"). Member calls will ring to the "Terminating Number(s)" listed below. In the event the Member needs the Terminating Number to be changed, the member must provide written notification to 1-800-Chimney requesting such a change.
2. Payments & Late Fees. In consideration of the use of the Number in the market Area, the Member shall pay 1-800-Chimney a monthly fee (the "Monthly Fee") as calculated below. The Monthly Fee shall remain fixed during the first 2 years of the Agreement. Immediately after such 2 year term, and on an annual basis thereafter, 1-800-Chimney shall have the right to increase the Monthly Fee, provided, however, that such increase will not exceed five percent (5%) of the Monthly Fee. 1-800-Chimney shall give the Member written notice of any increase in the Monthly Fee 35 days prior to the end of any term. All payments are due 30 days from the invoice date. Any payments not received by the due date shall be subject to a late charge of $15.00 per late payment.
3. Term. The initial term of this Agreement shall be 5 months from the date of the activation of the Number in the Market Area and 1800-Chimney shall promptly notify the Member of such date. To protect the Member's rights granted in this Agreement for the use of the Number, this Agreement shall automatically renew at the end of each term for an additional 6 month term (the "Additional Term") unless the Agreement is terminated in accordance with the terms of Section 4.
4. Termination. This Agreement may be terminated by:
   
   1. The Member at the end of the initial term or any additional six (6) month term thereafter by providing written notification to 1-800-Chimney at least 30 days prior to the end of any therm;
   2. by 1-800-Chimney, by giving 5 days written notice to the Member, in the event the Member is in breach of any representation, warranty, covenant or agreement contained in this Agreement and the Member shall remain responsible for (i) any outstanding invoices; and (ii) any reasonable collection costs; or
   3. by 1-800-Chimney, without notice, if the Member fails to pay any invoice within 60 days of its due date, in which case 1-800Chimney may immediately thereafter assign the Number and Market Area to another third party. Notwithstanding such an assignment, the Member shall remain responsible for (i) any outstanding invoices; (ii) the remaining Monthly Fees in the Term; and (iii) any reasonable collection costs.
5. Representations of Member. The Member hereby represents and warrants to 1-800-Chimney as follows:
   
   1. The Member is duly organized, validly existing and in good standing under the laws of the state it is incorporated in.
   2. The Member has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby.
6. Indemnification. The Member shall indemnify and hold 1-800-Chimney and its officers, directors, agents, employees and principals harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to
   
   1. the Member's use of the Number; and
   2. the breach of representation, warranty or other provision of this Agreement by the Member.
7. Construction and Governing Law. This Agreement expresses the entire understanding between the parties and may only be modified by a written amendment between 1-800-Chimney and the Member. This Agreement shall be construed in accordance with the substantive laws of the State of Illinois. The parties hereto agree that any legal action or proceeding arising out of or in connection with this Agreement shall be brought in the federal or state courts located in the Sate of Illinois, and by execution of this Agreement each party hereby irrevocable accepts and submits to the jurisdiction of such courts in personam with respect to such action or proceeding.

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Addendum: If the box is checked, this Agreement has been modified by an addendum.