PARTIES: Pursuant to this binding agreement between Downtown Web (producers of LDSFriends.com)
of 1288 Cherry Ln Provo UT 84604, and Advertiser, also known as ________________________________ of _____________________________,
Downtown Web shall reserve __________ guaranteed impressions of Advertising Space from the Advertising Start Date of ________ on the LDSFriends.com Web server at the rate of _____ per 1000 impressions and Advertiser shall pay to Downtown Web $__________.

Advertising Space means one Advertisement, stored on the LDSFriends.com Web server, with a defined Start Date.

Advertisement means the graphic file supplied by an Advertiser which can be selected by a user as a Link.

Impressions are the number of times a web page (and a banner advertisement) are seen by visitors to the web site.

Link means a request for information from a server other than the LDSFriends.com Web servers located at Downtown Web.

Start Date means the first day the LDSFriends.com Web server will display the Advertisement.

LDSFriends.com Web server means a server computer of LDSFriends.com that users may access via the Internet.

Usage Statistics means a set of numbers compiled by Downtown Web which can be accessed by Advertiser via a web page, for the purpose of assessing a value, and for estimating future rates. Downtown Web will in no form, attempt to artificially inflate the impression rate of any given advertisement.

RIGHT TO REFUSE UNACCEPTABLE ADVERTISING: Downtown Web reserves the right to refuse any advertisement sponsorship banner that does not completely conform to every detail, instruction, method, and guideline set in the Technical Specifications which can be found on the LDSFriends.com Web Site. LDSFriends.com reserves the right to refuse any advertisement graphic that does not arrive seven days before the Advertiser would like the banner to be produced online. Downtown Web does not accept advertising from companies that produce or provide tobacco, alcohol, or pornographic products or services (which Downtown Web shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. This Agreement is voidable by Downtown Web immediately if Advertiser fails to disclose (or conceals or misrepresents) any involvement with tobacco, alcohol, or pornographic products or services. In addition, Downtown Web may in its complete discretion refuse the use of any other advertising that it deems appropriate.

TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY: Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement and Link comply with Downtown Web's advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by Downtown Web for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify Downtown Web and to hold Downtown Web harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Downtown Web, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. Advertiser agrees to request that Downtown Web be listed as an additional insured on any policy issued to Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this paragraph.

LIMITATION ON DAMAGES: IN NO EVENT WILL Downtown Web BE LIABLE TO SPONSOR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT Downtown Web HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the State of Utah.

ENTIRE AGREEMENT: This Agreement and any and all exhibits and attachments are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter, provided that all pricing will be governed by Downtown Web's Pricing Information, whether printed on paper or electronically. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

_____________________________       _____________________________

Authorized Advertiser Representative       Date