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DATE: -3- 15. It is requested that the clearing house submit a balance sheet or a similar financial statement to Donnelley at their request for the purpose of confirming that the clearing house's financial resources are adequate and secure. - 16. This agreement will terminate immediately upon occurrence of any of the following: . sale or other disposition of the Clearinghouse business or assets of the Clearing- house; change in ownership or control of the Clearinghouse; voluntary or involuntary bankruptcy of the Clearinghouse; filing by the Clearinghouse for reorganization under the Bankruptcy Laws; or any assignment by the Clearinghouse for the benefit of creditors. The Clearinghouse will advise Donnelley immediately of the occurrence of any such event. 17. The Clearinghouse shall perform all coupon accounting and make all payments based on such accounting from its established place of business, and shall not at any time pick up and pay for coupons at retail stores. 18. This agreement may not be assigned or transferred by either party without the prior written permission of the other party. 19. This agreement may be terminated by either party without cause on thirty (30)days prior written notice to the other party. 20. As used herein, the words "coupon" or "coupons" refer only to store coupons issued and payable by their terms. 21. The Clearinghouse shall identify the retai9ers for whom it is submitting coupons, their respective quantities, and value so that proper payment can be made. ACCEPTED FOR: ACCEPTED FOR: DONNELLEY MARKETING BY: BY: Name Title Edwin J. Vesely Director-Cou on Redem tion Services Title Date Date

- 2 - DATE: 7. For each retailer redemption request submitted to Donnelley, the Clearinghouse must have on file on its premises, and available for Donnelley inspection, agreements with each said retailer authorizing the Clearinghouse to act as its coupon redemption agent. The written authorization from the retailer client must contain the signature of the retailer, date of authorization, and the retailer's address location. The authorization must also include the following clause in all retailer agreements (or will be included within 90 days of this agreement): , , "By Execution of this agreement, the retailer does appoint and constitute the Clearinghouse as its agent to receive all said payments due from manufacturers-upon redemption of said coupons, and does release.and discharge the paying manufac- turer and/or the manufacturer's agent from any and all liabil- ity by reason of making said payments to the clearing house." 8. The Clearinghouse's redemption methods shall not at any time in Donnelley's sole judgment, in any way make possible, condone or encourage improper coupon acquisition, handling and/or redemption. Donnelley, on behalf of the manufacturer, reserves the right to refuse payment for any coupon or coupons where it has reason to believe that there has been improper redemption by the redeeming retailer or the Clearinghouse, or that coupons have been received, handled and/or redeemed other than strictly in accordance with the terms stated on the coupon and as covered herein. 9. The Clearinghouse accepts reasonable responsibility for policing improper redemption requests from its retailer clients. This responsibility includes reviewing coupons submitted by the retailer to the Clearinghouse to insure that these coupons do not include any that are gang cut, mint condition, fraudulently printed or not other- wise properly redeemed in accordance with the manufacturer's terms of the coupon offer. 10. The Clearinghouse will use its best efforts to expedite the forwarding of coupons redeemed from its retailer clients to Donnelley. 11. Coupons mailed or shipped to Donnelley are to be addressed to the P.O. Box shown on the coupon, Elm City, N.C. 27898, SEPARATED BY RETAILER AND HANDLED IN SUCH A WAY THAT THE COUPONS OF EACH RETAILER IN EACH SHIPMENT CAN BE SEPARATELY IDENTIFIED BY RETAILER'S NAME AND COMPLETE ADDRESS QUANTITY OF COUPONS BY FACE VALUE, AND DOLLAR VALUE. 12. The Clearinghouse will not seek reimbursement of insurance costs from Donnelley on coupons mailed or shipped to Donnelley in excess of the minimum rate at which such - insurance can be obtained from a reputable insurance carrier. 13. The Clearinghouse will keep confidential all statistical information relating to the redemption of coupons by the Clearinghouse. 14. The Clearinghouse shall at all times keep in effect a comprehensive dishonesty, dis- appearance, and destruction insurance policy with limits adequate in Donnelley's opinion to insure proper accounting for all coupons or other items of value that may be handled. Proof of such insurance is to be submitted to Donnelley at any time upon request.

~ T UATE: ~ ~ ~ COUPON CLEARINGHOUSE AGREEMENT ~ _, Donnelley Marketing,,a diiora..of,,.The..Reuben H. Donnelley Corporation, with principal offices at 1515 Summer Street, Stamford, CT.,-(hereinafter referred to as'"Donnelley") and, ln Clearinghouse Name City & State a corporation/partnership/sole proprietorship (cross out inapplicable) with offices at: Manager's Name Street Address City, State, Zip Code Principal Office: Other PPocessing Locations (List All): (hereinafter referred to as "Clearinghouse") agrees as follows: 1. Donnelley recognizes the Clearinghouse as an agent of retailer establishments that sell products to consumers. (However, recognition by Donnelley does not authorize the Clearinghouse to be an agent of Donnelley.) 2. Donnelley will pay the Clearinghouse for each coupon properly redeemed, sent to, and accepted by Donnelley an amount equal to the face value of each coupon, plus the then current retailer handling fee as authorized by the manufacturer. 3. Donnelley assumes no liability for monies owed by the Clearinghouse to its retailer clients for coupons submitted by the Clearinghouse to Donnelley. 4. Donnelley will make every effort to expedite the processing of coupons received and payment to the Clearinghouse for all properly submitted coupons. 5. Donnelley reserves the right, on behalf of the manufacturer(s), at any time to refuse to redeem any coupons or groups of coupons from the Clearinghouse, and to deal directly with any retailer in the redemption of its coupons. 6. A Donnelley representative, on behalf of the manufacturers, upon being properly identi- fied, may at any time visit the Clearinghouse to audit the handling of coupons, and to confirm that the Clearinghouse has valid written agreements with each retailer client. Under normal circumstances the visit will be arranged with the Clearinghouse in advance. However, this does not preclude a visit for a good reason without advance notice. 89'72322'7