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a PROMOTION CONTRACT CONTRACT NO.: 512-06 This contract is made as of the 20th day of December, 1985, between 1.3-30 Corporation and R. J. Reynolds Tobacco Company (RJRT). In consideration of the mutual terms and conditions contained herein, the parties agree to Implement the following: 1. Term The term of this contract will commence December 20, 1985, and will terminate December 31, 1985. 2. Compensation 13-30 Corporation will provide the services defined under Job Assignment for compensation payable upon completion of individual components of the Job Assignment. The components of total compensation are as follows: $ Amount Due Date • Creative Development $ 9,512 12/31/85 • Production and Printing 137,412 12/31/85 TOTAL 146,924 13-30 Corporation's quality of performance and adherence to RJRT's Job Assignment will be thoroughly evaluated by RJRT personnel prior to approval of any/all compensation to 13-30 Corporation. These evaluations will be reviewed with 13-30 Corporation. The original contract shall be sent to: R. J. Reynolds Tobacco Company 401 North Main Street Winston-Salem, NC 27102 Attention: Ms. Chris S. Kirkland All invoices shall be sent to: R. J. Reynolds Tobacco Company 401 North Main Street Winston-Salem, NC 27102 Attention: Ms. Louise A. Norman

.60 -2- 3. Out-of-Pocket Expenses 13-30 Corporation will not be reimbursed for out-of-pocket expenses. 4. Job Assignment 13-30 Corporation will perform to the satisfaction of RJRT the following: • Create and develop all. advertising/promotion materials related to the CAMEL Free T-Shirt and CAMEL Movie Club offers as specified below: Movie Club Ad/Coupon/Bind-In Card Movie Club Display Rack Card Movie Club Membership Response Card Movie Club Membership Card Movie Club Membership Card Holder Movie Club Membership Cover Letter T-Shirt Ad/Coupon T-Shirt Display Rack Card • Produce and print all advertising/promotion materials related to the CAMEL Free T-Shirt and CAMEL Movie Club offers as specified above. 5. Performance Standards 13-30 Corporation will provide the services outlined under Job Assignment to the satisfaction of RJRT's Management. • In accordance with RJRT production standards and specifications. • Complete the printing and shipment of all materials no later than. December 20, 1985. 6. Audit Right RJRT shall have the right, during regular business hours and upon reason- able notice, to examine and audit all documents and records in 13-30 Corporation's possession that relate to costs incurred in performing Its obligations hereunder. 7. Compliance 13-30 Corporation, in the execution of this program, shall comply with all applicable municipal, county, state, and federal laws and regulations bearing on the performance of its obligations.

-3- 8. Indemnification 13-30 Corporation shall indemnify, defend, and hold RJRT, its parent and subsidiaries and affiliates and their officers, directors, agents, and employees harmless from and against any and all claims, demands, actions or causes of action for personal injury (including death), property damage or otherwise resulting from executing its duties under this contract. RJRT agrees to indemnify, defend and hold 13-30 Corporation, its subsidiaries and affiliates, and their officers, directors, agents, and employees harmless from and against any and all claims, causes of action, loss or expenses, including reasonable attorney's fees, that may arise as a result of anyone's use of defective materials provided by RJRT. 9. Insurance 13-30 Corporation agrees to secure and maintain during the life of this contract policies of insurance in accordance with the following particulars: A. Worker's Compensation (Statutory Limits) and Employer's Liability - Limits of Employer's Liability of $100,000 per occurrence. B. Comprehensive General Liability, jncluding Blanket Contractual Liability and Products/Completed Operations liability, with limits no less than - Bodily Injury - $1,000,000 per person Property Damage - $500,000 per occurrence C. Vehicle Liability, Comprehensive Form with limits of not less than Bodily Injury - $250,000 per person Bodily Injury - $500,000 per occurrence Property Damage - $100,000 per occurrence D. Excess Umbrella Liability lnsurance in excess of the above policies with a Combined Single Limit of no less than $2,000,000 per occurrence. E. "All Risks" coverage on RJRT supplied materials while stored and/or in transit with a minimum deductible of $1,000. Deductible to be borne by RJRT. 13-30 Corporation also agrees to indemnify and hold RJRT harmless against the loss, theft, or destruction of its products while in 13-30 Corporation's possession, control, or custody.

-4- 9. Insurance (Cont'd) Certification and/or copies of such insurance coverages shall be filed with RJRT within ten (10) days of the signing of this contract and such insurance shall be subject to RJRT's approval and to its adequacy of protection within the requirements of this provision. Such certificates shall show R. J. Reynolds Tobacco Company as an "Additional Named Insured". Such certificates shal.l also show that "the coverage shall not be cancelled or restricted or reduced in coverage thereon without at least sixty (60) days prior written notice to RJRT." Required Certificate of Insurance shall be sent to: R. J. Reynolds Tobacco Company 401 North Main Street Winston-Salem, NC 27102 Attention: Ms. Chris S. Kirkland 10. Confidential Relationship 13-30 Corporation agrees to maintain confidentiality over non-public information given to it by RJRT in connection with this assignment until such information becomes publically known through no action of 13-30 Corporation. 13-30 Corporation also agrees to maintain confidentiality over all ideas, information, and materials resulting from 13-30 Corporation's work on this assignment until advised by RJRT that there is no further need for confidentiality. 11. Ownership of Ideas, Information, and Materials 13-30 Corporation agrees that all ideas, information, and materials resulting from 13-30 Corporation's work on this assignment shall become the sole property of RJRT. At RJRT's request and expense, 13-30 Corporation agrees to use its best efforts to have its employees perform acts necessary to vest title to such ideas, information, or materials in RJRT and to execute all documents and applications necessary for RJRT to obtain legal protection; therefore, 13-30 Corporation warrants that it will not reveal to RJRT any ideas, Information, or materials which it does not have the unrestricted right to disclose and which RJRT is not free to use and disclose without liability of any kind to a third party.

-5- 12. Relationship of the Parties The parties of this contract intend that the relation between them created by this contract be that of independent contractor. RJRT is interested solely in the results to be achieved, and the conduct and control of the work will lie solely with 13-30 Corporation. Nothing contained herein shall be construed to create the relation of principal and agent or employer and employee between the parties. 13. No Assignment 13-30 Corporation shall have no right to assign or sub-license any rights granted to 13-30 Corporation under this contract. 14. Entire Contract This contract embodies all of the terms and conditions of the contract between the parties hereto with respect to the subject matter hereof. There are no statements, representations or warranties which have not been embodied herein. 15. Modifications This contract may be modified, waived, or discharged only by a writing signed by the duly authorized representative of the party against whom the same is asserted, which writing refers specifically to this contract. 16. Headings Headings are supplied for convenience only and are not to be construed as an interpretation of any of the language of this contract. R. J. REYNOLDS TOBACCO COMPANY (RJRT) M. L. Orlowsky Senior Vice President Marketing