8.1 Assignment. Neither party may assign this Agreement or any of its rights or obligations thereunder without the prior written consent of the other party, and any such attempted assignment shall be void. This Agreement shall be binding upon the parties' respective successors and permitted assigns.

8.2 Notices. Any notices or communication under this Agreement shall be in writing and shall be deemed delivered to the party receiving such communication at the address specified below (1) on the delivery date if delivered personally to the party; (2) one business day after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, whether or not received, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile or by (5) email.

If to Universal Marketing & Management, Inc.:

Universal Marketing & Management, Inc.
Attention: Authority Site Center

If to Customer:

Name and address provided for account setup.

8.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Nevada, except with regard to its conflict of law rules.

8.4 Modifications. No modifications, amendment, supplement to or waiver of this Agreement or any exhibit thereunder, or any of their provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.

8.5 Waiver. A failure of either party to exercise any right provide d for herein shall not be deemed to be a waiver of any right thereunder.

8.6 Complete Agreement. This Agreement and any exhibit attached hereto set forth the entire understanding of the parties as to the subject matter therein and may not be modified except in a writing executed by both parties.

8.7 Severability. In the event any one or more of the provisions of this Agreement or of any exhibit is invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.

8.8 Force Majeure. Neither party hereto shall be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of such party, including without limitation, fire, flood, strike, and other industrial disturbance, failure of transport, accident, war, riot, insurrection, act of God or order of governmental agency. Performance shall be resumed as soon as possible after cessation of such cause. However, if such inability to perform continues for fifteen (15) days, the other party may terminate this Agreement without penalty and without further notice.

8.9 Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf or, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

8.10 Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior agreements of the parties with respect to the transactions set forth herein. Neither party shall be bound by, and each party specifically objects to, any term, condition or other provisions which is different from or in addition to the provisions of the Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other party in any correspondence or other document, unless the party to be bound thereby specifically agrees to such provision in writing.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement as of the date of agreement.

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EXHIBIT A

Authority Site Center Services

Authority Site Center Service: $97/$197* a month

Includes:

• Domain Hosting (Registration Fees not included)
• Up to 300 mb of disk space and up to 10 Gigabytes Transferred.
• ASC Proprietary Software
• Group Coaching
• Buzz Group Affiliation*

Term:

1 month from the effective date of this agreement

The agreement will automatically renew in one (1) month terms unless the agreement has been terminated in accordance with Paragraph 7.2 ("Termination") or unless either party notifies the other party of its desire to terminate the agreement at least ten(10) days in advance of the end of the initial term or ten (10) days in advance of the end of any renewal term.

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EXHIBIT B

General Terms of Service for Authority Site Center Customers

1. The Universal Marketing & Management, Inc. Authority Site Center Service ("Authority Site Center Service"), as operated by Universal Marketing & Management, Inc., is a collection of various products and services that enable entities to publish and maintain World Wide Web pages. The Authority Site Center Service is available for a fee to any customer who wishes to utilize the service to develop their presence on the World Wide Web.

2. CAREFULLY READ the terms of this agreement which governs your use of the Software ("AuthoritySiteCenter.com") and the Authority Site Center Service. By clicking on the AGREE button you are consenting to be bound by this agreement. If you do not agree to all of the terms of this agreement, click the DO NOT AGREE button and DO NOT use the Authority Site Center Software and the Authority Site Center Service. Authority Site Center may modify this agreement at any time and in any manner. Any modification is effective immediately upon either a facsimile, electronic mail, or conventional mail notice. Your continued use of the Authority Site Center Service following notice of any modification to this agreement shall be conclusively deemed as acceptance of all such modification(s).

3. Universal Marketing & Management, Inc. grants to you a non-exclusive, nontransferable license to use and display the Authority Site Center Service and the Authority Site Center Software on the web site which you desire to host on the Authority Site Center service. The Authority Site Center Service and the Authority Site Center Software are owned by Universal Marketing & Management, Inc. and their structure and organization constitute valuable trade secrets of Universal Marketing & Management, Inc..

4. You understand that except for information, products or services clearly identified as being supplied by Universal Marketing & Management, Inc., neither Universal Marketing & Management, Inc. nor any of its affiliates operates or controls any information, products, or services on the Internet in any way and that, except for such Authority Site Center-identified information, services, or products, all merchandise, information and services offered or made available or accessible on the Internet generally are offered or made available or accessible by third parties who are not affiliated with Universal Marketing & Management, Inc. or its affiliates. YOU EXPRESSLY AGREE that use of the Authority Site Center Service and Authority Site Center Software are at YOUR SOLE RISK and YOU AGREE that any information, service, or product provided generally on the Internet is accessible to you WITHOUT WARRANTIES OF ANY KIND BY Universal Marketing & Management, Inc. AND ITS AFFILIATES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, other than those warranties which are implied by and incapable of exclusion, restriction, or modification under the laws applicable to this agreement. YOU UNDERSTAND that portions of the Internet contain MATERIALS THAT ARE UNEDITED, SEXUALLY EXPLICIT AND MAY BE OFFENSIVE TO YOU AND THAT YOUR ACCESS TO SUCH MATERIALS IS AT YOUR OWN RISK. Authority Site Center HAS NO RESPONSIBILITY FOR OR CONTROL OVER SUCH MATERIALS.

5. The Authority Site Center Service and the Authority Site Center software are provided on an "AS IS," "AS AVAILABLE" basis WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY Universal Marketing & Management, Inc., ITS EMPLOYEES, LICENSERS OR THE LIKE, SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

6. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Authority Site Center, OR ANYONE ELSE INVOLVED IN MONITORING, ADMINISTERING, OR DISTRIBUTING THE Authority Site Center SERVICE OR THE Authority Site Center SOFTWARE, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE Authority Site Center SERVICE OR Authority Site Center SOFTWARE INCLUDING, BUT NOT LIMITED TO, reliance on any information obtained on the Authority Site Center Service; or that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of god, communications failure, theft, destruction or unauthorized access to Universal Marketing & Management, Inc.'s records, programs or services. YOU HEREBY ACKNOWLEDGE that this PARAGRAPH 6 SHALL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE THROUGH THE Authority Site Center SERVICE. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, IN SUCH STATES Universal Marketing & Management, Inc.'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. Either Customer or Universal Marketing & Management, Inc. may terminate this Agreement at any time for any or no reason upon ten (10) days' written notice to the other party; provided however that Universal Marketing & Management, Inc. may block any site if Universal Marketing & Management, Inc., in its sole discretion, considers any content therein offensive or objectionable or would violate the law. Customer's only right with respect to any dissatisfaction with any terms, rules, policies, guidelines, or practices of Universal Marketing & Management, Inc. in operating the Authority Site Center Service, any change in the content of the Authority Site Center Service, or any change in the amount or type of fees charged in connection with the Authority Site Center Service, is to terminate this Agreement by delivering notice to Universal Marketing & Management, Inc., effective the day Universal Marketing & Management, Inc. receives notification of termination or any future date specified which is acceptable to Universal Marketing & Management, Inc.. Universal Marketing & Management, Inc. may terminate immediately any Customer who misuses or fails to abide by this Agreement. Universal Marketing & Management, Inc. may immediately terminate without notice Customer's access to and use of the Authority Site Center Service and Authority Site Center Software upon a breach of this Agreement. If Universal Marketing & Management, Inc. denies you access to the Authority Site Center Service, you shall have no right (a) to obtain any credit(s) otherwise due to you , and such credit(s) will be forfeited, (b) to access through Universal Marketing & Management, Inc. any materials stored on the Internet or (c) to access any third-party providers of services, merchandise or information on the Internet through Universal Marketing & Management, Inc., and Universal Marketing & Management, Inc. shall have no responsibility to notify such third-party providers nor shall Universal Marketing & Management, Inc. have any responsibility for any damages that result from the lack of such notification.

8. Upon request of Universal Marketing & Management, Inc., you agree to defend, indemnify and hold harmless Universal Marketing & Management, Inc., its officers, directors, employees, agents and licensees, from any claims and expenses, including reasonable attorney's fees, in connection with your use of the Authority Site Center Service and the Internet.

9. This Agreement shall be governed by the laws of the Commonwealth of Florida (excluding choice of law rules). This Agreement constitutes the entire agreement between you and Universal Marketing & Management, Inc. with respect to the Authority Site Center Service. Universal Marketing & Management, Inc.'s failure to enforce any provision hereof shall not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.

10. Third-Party Software. Third-party software available through the Authority Site Center Service may be governed by separate end user licenses. By using the Authority Site Center Service and the third-party software, you agree to be bound by the terms of such end user licenses regarding the applicable third-party software.

11. Advertising, Solicitation and Name Harvesting. You may not use the Authority Site Center Service to send unsolicited advertising, promotional material, or other forms of solicitation to other Customers unless you receive the express permission of the Customer. You may not use the Authority Site Center Service to collect or "harvest" screen names of other Customers without the express prior permission of the Customer. Universal Marketing & Management, Inc. reserves the right to block or filter mass email solicitations on or through the Authority Site Center Service.

12. Internet Conduct. Generally, the Internet consists of the following areas available through Universal Marketing & Management, Inc.: Email, News groups, Gopher, and WAIS, FTP, and the World Wide Web). The Internet is not owned or operated by, or in any way affiliated with Universal Marketing & Management, Inc. or any of its affiliates; it is a separate, independent network of computers and is not part of Universal Marketing & Management, Inc.. Your use of the Internet is solely at your own risk. When using the Internet and all of its components, Customers must conduct themselves responsibly according to the Internet's own particular code of conduct. Participating successfully on the Internet is really a matter of common sense. Although Universal Marketing & Management, Inc. does not control the Internet, your conduct on the Internet when using your Universal Marketing & Management, Inc. account is subject to the Universal Marketing & Management, Inc. Rules. Because Universal Marketing & Management, Inc. wants to be a good Internet citizen, it prohibits Customers from engaging in certain conduct on the Internet through or by means of Universal Marketing & Management, Inc. including the following:

(i) Chain Letters. Chain letters are prohibited on Universal Marketing & Management, Inc. and are inappropriate on the Internet. Posting a chain letter to an Internet newsgroup (or via email on the Internet) from your site may result in your Authority Site Center Services site being terminated.

(ii) Commercial Communication. The vast majority of newsgroups and mailing lists on the Internet are not commercial in nature, and participants in such groups may object strongly to commercial postings, solicitations, or advertisements.

(iii) Other Inappropriate Posts. Each newsgroup and mailing list on the Internet focuses on a particular set of topics and posts not related to these topics are not welcomed by the participants. We suggest that all Customers become familiar with the guidelines, themes, and culture of the specific newsgroups and mailing lists in which they wish to participate. Posting or distributing inappropriate material on or from your site (i.e. spamming or mail bombing) may result in suspension or termination of your Authority Site Center Account.

(iv) Copyright and Proprietary Materials. You should be aware that much of the Content available on the Internet is protected by copyright, trademarks, trade secrets and other Rights of the independent third parties or their licensers who make such content available on the Internet. Customers use of such Content will be subject to the specific restrictions place on such Content by the owners or licensers of the Rights in such Content and all applicable laws and regulations. Transmitting to the Internet or posting on your site copyright or other material of any kind which is subject to the Rights of any person or entity without the express permission of the Rights holder is prohibited and will result in termination of your Authority Site Center Hosting Service and possible civil and/or criminal liability.

(v) Offensive or Objectionable Material. Universal Marketing & Management, Inc. reserves the right to request you to remove any material which Universal Marketing & Management, Inc. deems offensive, hurtful or otherwise objectionable. Failure to do so may result in blocking your site or termination of the Agreement for Authority Site Center Services by Universal Marketing & Management, Inc..

You understand that except for Content, products or services expressly available at Universal Marketing & Management, Inc.'s Web site, neither Universal Marketing & Management, Inc. nor any of its affiliates controls, provides, operates, or is responsible for any Content, goods, or services available on the Internet. All such Content, goods, and services are made accessible on the Internet by independent third parties and are not part of Universal Marketing & Management, Inc. or controlled by Universal Marketing & Management, Inc.. Universal Marketing & Management, Inc. neither endorsees nor is responsible for the accuracy or reliability of such Content, goods, or services. Universal Marketing & Management, Inc. does not guarantee the accuracy, completeness, usefulness, quality, or availability of any Content, goods, or services available on the Internet, which are the sole responsibility of such independent third parties, and you use thereof is solely at your own risk. Neither Universal Marketing & Management, Inc. nor its affiliates shall be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by your use of or reliance on any Content, goods or services available on the Internet or your inability to access the Internet or any site on the Internet. The foregoing provisions of this paragraph shall apply with equal force even where Universal Marketing & Management, Inc. features or displays a link with any particular Web site.

You should be aware that the Internet contains Content, goods, and services that you may find obscene, improper, hurtful, or otherwise offensive and that may not be suitable for certain individuals or for minors who are accessing the Internet. Universal Marketing & Management, Inc. does not have the capability or right to monitor, or review, or restrict any Content, goods, or services made available by third parties on the Internet, nor to edit or remove any such questionable Content after posting on the Internet. In addition, you should be aware that the Internet provides access to users who are not part of Universal Marketing & Management, Inc. and whose conduct and communication may also be found to be harmful or offensive to Customers or which would otherwise breach the Universal Marketing & Management, Inc. Rules if they were subject to it. Universal Marketing & Management, Inc. and its affiliates specifically disclaim any responsibility for (and under no circumstances be liable for) any conduct, Content, goods, and services available on or through the Internet (including without limitation any part of the Web).

Your use of the Internet is subject to all applicable local, state, national, and international laws and regulations. Without limiting the other rights available to Universal Marketing & Management, Inc. under the Universal Marketing & Management, Inc. Rules, Universal Marketing & Management, Inc. retains the right, but not the obligation, in its sole discretion and without prior notice or liability, to restrict and/or terminate your access to the Internet and Universal Marketing & Management, Inc. if you use of the Internet violates any such laws or regulations, any prohibitions upon your conduct in connection with the Internet raised in this paragraph or otherwise restricts or inhibits any other user from enjoying the Internet or Universal Marketing & Management, Inc..