DISCOVERY TRAVEL NETWORK (DTN) MERCHANT AGREEMENT

This Merchant Agreement (hereinafter this “Agreement”) is made between Discovery Travel Network Ltd (DTN), a Limited Liability Company, whose registered address is 58 The Terrace, Torquay, TQ1 1DE and the” Merchant” as specified in the Business details attached.

A. The Merchant operates a business in Torbay or surrounding region through which persons purchase products and/or services, such persons are subsequently described as “Customers”.

B. DTN is in the business of providing a loyalty card program (the Discovery Pass Card) whereby Customers may obtain a discount on goods and/or services from approved Merchants by producing a valid Discovery Pass Card upon payment or ordering of goods and/or services. DTN operates a number of websites that promote this loyalty card.

C. DTN desires to engage the Merchant to accept DTN’s form of identification (the Discovery Pass Card) and provide a discount to Customers who purchase goods or services from retail facilities that the Merchant operates.

D. DTN contracts with numerous merchants in providing the services described in this agreement and no single Merchant has exclusivity.

E. DTN and the Merchant are the only parties to this contract, there are no third party beneficiaries to this agreement.

The parties hereby agree by and between themselves as follows:

1. DUTIES OF MERCHANT:

(a) Subject to the terms and conditions hereinafter provided, the Merchant and/or its affiliates shall accept DTN’s form of identification (the Discovery Pass Card) and provide the agreed discount on products or services to the Customer(s) as described in the Business details attached and previously agreed between DTN and the Merchant.

(b). Merchant shall display DTN’s signs, emblems, decals and/or insignias notifying Customers that the applicable Merchant facility will accept DTN’s form of identification (the Discovery Pass Card) to procure a discount on goods and services.

(c) Merchant shall not defraud DTN and/or knowingly assist or facilitate any person in any effort to defraud DTN.

(d). Upon termination of this Agreement, the Merchant shall discontinue use of all materials provided to Merchant by DTN.

(e) The Merchant may not assign, encumber or otherwise transfer any right or interest in this Agreement to any other party without first obtaining the prior written consent of DTN.

(f) The Merchant agrees to hold harmless DTN for any failure to comply by the Merchant with the discount offered in the Business details attached.

(g) The Merchant hereby grants DTN a license to use the design, artwork, copy, and photographic images provided by the Merchant for promotion of the Merchants business through either paper or digital media as deemed suitable by DTN. Any such advertising or promotional materials must be approved by the Merchant prior to publication.

2. OBLIGATIONS OF DTN:

(a) DTN shall provide to the Merchant at DTN’s expense all signs, emblems, decals, and insignias that DTN desires to have posted in the Merchant’s Facilities. DTN hereby grants the Merchant a license to display at the Merchant’s Facilities and to use in marketing and advertising materials in connection with services offered pursuant to this Agreement

(b) DTN shall at its own expense promote the Discovery Travel Network Pass Card through the DTN network of web sites and may from time to time promote and advertise the Pass Card in paper or more traditional forms of promotion.

(c) DTN shall create a specific web page on the website www.discoverypasscard.com for promotion of the Merchants business and link to this page from other web site pages and websites within the DTN network.

(b) The Merchant may use DTN’s trademark and trade names relating to the Discovery Pass Card only, provided that the Merchant’s use of DTN’s trademarks are approved in writing by a director of DTN prior to publication. All use of DTN trademarks and trade names will immediately cease upon termination of this Agreement.

(c) DTN shall not knowingly assist or facilitate any person in any effort to defraud the Merchant.

(d) In the event that a Customer does not obtain the agreed discount from the Merchant and the Merchant is in breach of the agreement, DTN shall have the right to remove the Merchant from all DTN websites and promotional materials immediately and without recourse.

(e) DTN will at all times provide full commercial details to the consumer of the Pass Card on its website www.discoverypasscard.com with full terms and conditions, legal notice and copyright in addition to details of the offers as submitted by the Merchant to DTN. The Merchant is obliged to check these conditions periodically. The Terms and Conditions may be found on the website www.discoverypasscard.com/terms.asp.

3. MISCELLANEOUS PROVISIONS:

(a) To the extent that either party hereto obtains any information from the other party expressly designated as confidential or proprietary business information, the party receiving said information shall keep the information confidential and shall not use the information or disclose it except as necessary to perform this Agreement and as otherwise directed by the party claiming the right to confidentiality. This paragraph shall not apply to information that is (1) already in the public domain, (2) known or obtained by the other party not claiming confidentiality from some source other than the party claiming confidentiality or (3) used in any dispute resolution forum between the parties hereto, or (4) required to be disclosed by law or judicial mandate.

(b) This Agreement shall be construed and enforced in accordance with the laws of the United Kingdom.

(c) No waiver of any breach of this Agreement shall be construed as a waiver of any subsequent or other breach of the same provision or any other provision of this Agreement.

(d) This Agreement and all schedules and information referred to herein constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and shall supersede and replace all prior negotiations and agreements whether written or oral. The parties expressly acknowledge that this Agreement is intended to terminate and replace all prior written agreements between the parties.