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Marketing & Advertising Agreement

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Bronnercom, LLC


General Motors Corporation

January 1, 2000


1. Services

2. Cost Estimates; Authorization; Reports

3. Bronnercom Review Obligations; Approval for Publication

4. Invoices and Payment

5. Right of Audit

6. Term and Termination

7. Termination of Authorized Services

8. Ownership of Materials

9. Confidentiality

10. Insurance

11. Defense and Indemnity

12. Loaned Vehicles

13. Notices

14. Utilization of Minority Contracts

15. Relationship of Parties

16. General Provisions

16.1 Compliance with Laws
16.2 Waiver
16.3 Settoff/Recoupment
16.4 Governing Law
16.5 Non-Assignment
16.6 Severability
16.7 Modification
16.8 Entire Agreement

Exhibit A - Services and Compensation Attachment 1 - General Conditions Exhibit B - Authorizations and Approvals Exhibit C - Reports Exhibit D - Travel Guidelines Exhibit E - Proof of Services Exhibit F - Intellectual Property Rights Agreement Exhibit G - Property Disposal Exhibit H - Loan of Vehicle Receipt Exhibit I - Notices



THIS AGREEMENT is entered into this 1st day of January, 2000 by and between Bronnercom, LLC and General Motors Corporation, and relates to the marketing and/or advertising services identified on Exhibit A ("Services") which may hereafter be furnished by Bronnercom to General Motors.

1. Services

1.1 Bronnercom will provide Services on a non-exclusive basis for General
Motors. It is expressly understood that General Motors is not obligated
under this Agreement to purchase any services from Bronnercom or to issue
to Bronnercom any "Authorization" (as defined in Exhibit B), nor is
Bronnercom obligated to accept any Authorization issued by General Motors.

1.2 Bronnercom will render Services to General Motors for the effectiveness of
advertising, merchandising, sales promotion and other such matters assigned
to Bronnercom pursuant to Authorizations which may be issued from time to
time by General Motors. Bronnercom agrees to cooperate with General Motors
and to use its best skill and judgment in the performance of Services.
Bronnercom will perform Services timely, diligently and to the reasonable
satisfaction of General Motors, in an efficient and economical manner
consistent with the best interest of General Motors.

2. Cost Estimates; Authorization; Reports

2.1 Bronnercom agrees to prepare and furnish, within ten (10) business days and
in such detail as may be reasonably required by General Motors, an itemized
cost estimate of all Services being requested by General Motors for which a
charge is to be made by Bronnercom. Such estimates will be in writing to
the extent reasonably possible, however, if because of time constraints, a
written estimate is not possible, a verbal estimate is acceptable, provided
that it is promptly forwarded to General Motors in writing. No fee for
Services will be payable by General Motors, unless an Authorization has
first been approved by an appropriate General Motors representative, or his
or her designee, as identified in Exhibit B. Such approvals will be in
writing to the extent possible, however, if time limitations make this
impossible, an oral approval is acceptable, provided that such oral
approval is promptly confirmed in writing by Bronnercom to General Motors.
When directed by General Motors, Bronnercom will obtain input from a
production consultant before General Motors approval is requested.

2.2 No additions to, changes in or deletions from Services authorized under
this Section 2 will be made without the prior written approval of the
appropriate General Motors representative (or his or her designee);
provided, however, that a representative of Bronnercom may authorize an
emergency change in the field when such a change is deemed to be in the
best interest of General Motors and the appropriate General Motors
representative(s) is unavailable. Any such change made by Bronnercom will


communicated to General Motors as soon as possible, and in any event within
two (2) business days, at which time written approval must be secured.

2.3 Bronnercom may obtain verbal approval from General Motors for amounts which
exceed the cost estimate(s) by the lesser of ten percent (10%) or ten
thousand dollars ($10,000). However, written confirmation of such verbal
approval must be obtained from General Motors within two (2) weeks.
Requests for written confirmation of verbal approval may be accumulated and
submitted on one revised cost estimate for each job number.

2.4 Bronnercom will provide General Motors with the reports identified in
Exhibit C, at the frequency indicated.

3. Bronnercom Review; Approval for Publication

3.1 No advertising, merchandising, sales promotion, research or other material
will be released, or in any manner placed or published in any medium,
unless (1) the material has been reviewed by appropriate Bronnercom
personnel, including Bronnercom legal counsel or legal compliance officer;
(2) the material has also been reviewed by appropriate General Motors legal
counsel; (3) the material in its to-be-released form has been provided to
General Motors and a written authorization obtained from the individual
identified in Exhibit B or such individual's designee. If, because of time
constraints, a written authorization cannot be obtained, a verbal
authorization is acceptable provided that such verbal authorization is
immediately confirmed in writing by Bronnercom to General Motors.

3.2 Bronnercom will establish and maintain a procedure to ensure (1) that an
appropriate level of legal review of claims and substantiation is available
at, or on behalf of, Bronnercom; (2) that adequate substantiation exists
for all claims; and (3) that all legal requirements (e.g., required
disclosures) applicable to the advertising, merchandising, or other
materials are met. Bronnercom will judge the adequacy of claim
substantiation in light of its internal policies and applicable laws,
rules, regulations and interpretations of them. General Motors will provide
Bronnercom with a copy of all current consent orders between GM and the
Federal Trade Commission and/or various states which apply to General
Motors' advertising.

3.3 General Motors, at the request of Bronnercom, will provide Bronnercom with
substantiation for claims and representations regarding its products or
services and industry made in all advertising and other materials. General
Motors will indemnify Bronnercom pursuant to Section 11.2 with respect to
the accuracy of any material or information furnished to Bronnercom to
substantiate claims or representations. Bronnercom will maintain adequate
substantiation of all claims and representations in all advertising and
other material published by Bronnercom on file until the end of the next
model year (current model year plus the next model year), except for
substantiation of comparative handling claims which must be retained until
the end of four model years (current model year plus three model years).


3.4 Nothing in this Agreement will be deemed to require Bronnercom to undertake
any act or perform any services, which in its judgment, would be
misleading, false, libelous, unlawful or otherwise prejudicial to General
Motors' or Bronnercom's interests.

4. Invoices and Payment

4.1 Agency compensation is based on a fixed fee which shall be billed monthly
on a pro rata basis. Agency shall be paid a performance bonus, the criteria
of which shall be determined by the parties and set forth in Exhibit A or
any other subsequent General Motors Division compensation agreements. If
bonus criteria is not developed and agreed to by the parties, then a
performance bonus will not be paid and Bronnercom will continue to be paid
based on the fixed fee agreed to in Exhibit A or subsequent General Motors
Division compensation agreements.

4.2 Upon completion of Services or agreed upon segments thereof as set forth in
the estimates, and acceptance by General Motors, General Motors agrees to
pay Bronnercom those amounts, if any, set forth in Exhibit A for Service(s)
rendered by Bronnercom pursuant to General Motors' Authorization(s).
Bronnercom will issue invoices to the attention of General Motors'
department which authorized such Service(s). Unless otherwise agreed to in
the Authorization, remittances shall be paid as follows: Invoices for
media, pre-paid postage, and customer incentive redemptions received the
1st through 15th of the month will be paid by the 25th of the month. Such
invoices received the 16th through the 31st will be paid by the 10th of the
month following the month billed. All other invoices received during a
month will be paid in accordance with GM's Multilateral Netting System
(MNS-2) which provides, on average, that payment shall be made on the 2nd
day of the 2nd month.

4.3 Upon the request of General Motors, supporting subcontractor invoices, upon
which the charges of Bronnercom are based, will accompany any Bronnercom
invoice. If Bronnercom's invoice includes allowable charges for travel and
subsistence, whether incurred by the subcontractor or by Bronnercom
personnel, these will also be included with such invoice documentation
fully supporting such charges, supplied in accordance with Exhibit A, and
be in accordance with the Travel Guidelines set forth in Exhibit D,
attached to and made a part of this Agreement.

4.4 Bronnercom will review all invoices from subcontractors to ensure that
appropriate supporting documentation has been received and verification of
performance has been completed, prior to submitting an invoice to General
Motors for the Services provided by the subcontractor.

4.5 Bronnercom will prepare and furnish to General Motors with each invoice, a
written explanation of amounts which exceed the approved cost estimate(s)
by the lesser of ten percent (10%) or ten thousand dollars ($10,000).
General Motors is liable for amounts which exceed the approved cost
estimate(s) only if Bronnercom has complied with the


procedures of Section 2.2 or 2.3 above, or if such overages are due to
causes beyond the control of Bronnercom and its subcontractors or suppliers
and without their fault or negligence.

4.6 Provided that the "Proof of Services" requirements set forth in Exhibit E
have been fulfilled, General Motors will pay Bronnercom's invoices in
accordance with the payment terms set forth on the Authorization, or if no
such payment terms are stated on the Authorization, then as stated in
Exhibit A.

5. Right of Audit

Bronnercom will keep a separate account of the cost of Services based on
its customary accounting procedures. This account is subject to audit by
General Motors during Bronnercom's normal business hours and upon
reasonable advance notice to Bronnercom, at any time during the progress of
and after completion of all Services. Bronnercom will keep such account and
maintain its records in a manner to facilitate such audit and agrees that
such audit may be used as a basis for settlement of disputes which might
arise regarding the propriety of charges, if any. For this purpose,
Bronnercom agrees to preserve all pertinent ledgers, payroll data (confined
to timekeeping records for projects billed on an hourly basis), books,
vouchers, audit reports and all other relevant documents for the purpose of
auditing charges and/or all allocations related to this Agreement, for a
period from the final payment of invoice to the longer of either (i) the
current year plus three (3) calendar years, or (ii) the last closed GM tax
year. Notwithstanding the above, Bronnercom is not required to provide or
make available to client for such audit personnel records, individual
payroll or salary data or information that could be used to calculate
individual payroll or salary data. In addition, Bronnercom shall have the
right to redact the names of other clients from the records. Bronnercom
also agrees to use reasonable efforts to include a provision in each
contract it enters into with others relating to Services that requires the
foregoing retention of records by such subcontractors and grants to
Bronnercom, its agents and representatives, and to General Motors, a
similar right to audit such charges. In the event Bronnercom is unable to
secure the inclusion of such audit rights and record retention by its
subcontractors, prior to entering into any contract with others relating to
Services, Bronnercom will promptly obtain and follow General Motors' advice
with respect thereto.

6. Term and Termination

6.1 The term of this Agreement will commence as of the date first above written
and will continue in effect thereafter until terminated, with or without
cause, by either party by giving the other party at least ninety (90) days
prior written notice of the date of such termination. Notwithstanding the
foregoing, the terms and provisions of this Agreement will govern all
Authorizations issued by General Motors and accepted by Bronnercom prior to
the termination of this Agreement, provided that such Authorizations are
not terminated in accordance with Section 7 below.


6.2 On or before December 31 of each year during the term of this Agreement,
General Motors and Bronnercom will review the services provided by
Bronnercom and the compensation received by it as set forth in Exhibit A
and will, as agreed to by the parties, prepare, date and execute an amended
Exhibit A for the following year.

7. Termination of Authorized Services

7.1 Notwithstanding anything to the contrary contained in this Agreement or in
any Authorization, and in addition to General Motors' right to terminate in
Section 6.1, General Motors may terminate, at any time, with or without
cause, any portion of Services under any Authorization by giving Bronnercom
written notice, which notice will state the portion of the Services to be
terminated and the effective date of such termination. If the termination
by General Motors, in whole or in part, of any General Motors' Division
scope(s) of work represents a majority of the Services for such Division
and requires Bronnercom to re-assign personnel or reduce overhead for such
Division, General Motors will allow at least a 90 day period for Bronnercom
to make an orderly transition for redeploying or terminating personnel and
reducing overhead. During this 90 day period, Bronnercom will transition
resources in good faith to minimize fee compensation. Upon receipt of such
notice of termination, and except as otherwise directed by General Motors,
Bronnercom will:

(a) stop all work on the Services on the date(s) and to the extent
specified in the notice;

(b) place no further orders or enter into contracts for materials,
services, facilities, media time or space or otherwise, except as may
be necessary for the completion of such portion of the Services that
have not been terminated;

(c) immediately advise General Motors of all material orders or contracts
that in any way relate to the performance of the Services terminated
by the notice;

(d) terminate all orders or contracts as may be requested by General
Motors and, with the prior approval of General Motors, use its best
efforts to settle all outstanding liabilities or claims arising out of
the termination of such orders or contracts;

(e) assign to General Motors, or persons designated by General Motors, all
rights, title and interest of Bronnercom in and to such orders or
contracts as may be requested by General Motors, including all fees
and commissions to be received by Bronnercom pursuant to the terms of
any such order or contract; provided, however, that, with respect to
any Services which would normally have been performed by Bronnercom,
all fees commissioned on any audio or audio/visual advertising (e.g.,
radio, TV, cable, etc.) placed up to the effective date of termination
and run during such period, or on any print advertising whose closing
dates are prior to the effective date of termination, will be paid to
Bronnercom, regardless of who may have planned, prepared or placed
such advertising;


(f) subject to the rights of third parties permitted under Section 8
below, and subject to payment of amounts specified in Section 7.2, as
directed by General Motors and at General Motors' sole expense,
transfer title and deliver to General Motors, (1) all work in process,
completed work, supplies and other items produced as part of, or
acquired in connection with, the performance of the Services
terminated by such notice and (2) completed or partially completed
drawings, films, photographs, information or other tangible property
which, had the Authorization been fulfilled, would have been furnished
to General Motors;

(g) complete performance of Services, or portions thereof, which have not
been terminated by the notice; and

(h) take such further action, and execute such further instruments, as may
be reasonably necessary or as General Motors may reasonably direct,
for the protection and preservation of all work performed by or for
Bronnercom for General Motors or property in the possession of
Bronnercom and in which General Motors has or may be entitled to
acquire an interest.

7.2 If General Motors terminates all or any portion of an Authorization
pursuant to Section 7.1, or this entire Agreement pursuant to Section 6.1,
except with respect to Bronnercom's breach of such Authorization or this
Agreement, if any, General Motors will pay to Bronnercom the following

(a) compensation pursuant to Section 4 of this Agreement for all Services
completed and accepted by General Motors as of the effective date
specified in the notice of such termination, recognizing that if the
termination by General Motors, in whole or in part, of any General
Motors' Division scope(s) of work represents a majority of the
Services for such Division and requires Bronnercom to re-assign
personnel or reduce overhead for such Division, General Motors will
allow at least a 90 day period for Bronnercom to make an orderly
transition for redeploying or terminating personnel and reducing
overhead. During this 90 day period, Bronnercom will reallocate
resources in good faith to minimize applicable fees.

(b) reimbursement for all non-cancelable commitments or contract
cancellation charges and settlement costs, if any, actually paid by
Bronnercom to supplier(s), contractor(s) and/or subcontractor(s) with
the prior approval of General Motors; and General Motors will hold
Bronnercom harmless from any further liability to third party
suppliers (including all reasonable legal fees and costs) arising from
the termination of Services; and

(c) reimbursement for all necessary and documented expenses or costs
incurred and actually paid by Bronnercom pursuant to sub-paragraphs
(f) and (h) of Section 7.1 above for the transfer and the protection
and preservation of all work performed by or for Bronnercom for
General Motors.


7.3 In no event will General Motors be liable for, and General Motors will make
no payment to Bronnercom or its subcontractors with respect to loss of
anticipated profit or commission and unabsorbed overhead on any Services
terminated under this Section.

7.4 Within ninety (90) days from the effective date of termination,
Bronnercom will submit a comprehensive termination claim to General Motors,
with sufficient supporting data to permit General Motors to audit such
claim within days, and Bronnercom will promptly furnish such
supplemental and supporting information as General Motors may reasonably
request. General Motors, or its authorized agents, will have the right to
audit as permitted under section 5, and examine all books, records,
facilities, work, material, inventories and other items relating to any
termination claim of Bronnercom. Upon final settlement of any such
termination claim, Bronnercom will furnish General Motors with an
appropriate release of all claims arising from termination of an
Authorization or this Agreement.

8. Ownership of Materials

The following are applicable to all materials, services, ideas and concepts
adopted and paid for by General Motors.

(a) Subject to Subsection (e) and (i) below, Bronnercom agrees that all
software, reports, manuals, names, logos, programs, compositions,
photographs, illustrations, tapes and any other material prepared by
Bronnercom employees under this Agreement and all other work products
of Bronnercom employees made or created under this Agreement belong
exclusively to General Motors.

(b) Subject to Subsection (e) and (i) below, Bronnercom agrees that all
software, writings, compositions, photographs, illustrations,
discoveries, designs, ideas, inventions and improvements whether
copyrightable, patentable or not, that are written, conceived,
created, discovered or made by Bronnercom employees or subcontractors
in the course of the work done under this Agreement will be promptly
disclosed to General Motors and will become General Motors' sole

(c) Bronnercom agrees to sign and execute, require employees to sign and
execute, and make best efforts to have subcontractors sign and
execute, all assignments (including waiver of moral rights), and other
papers necessary to vest the entire right, title and interest in such
software, writings, compositions, photographs, illustrations, names,
logos, music, lyrics designs, ideas, inventions, improvements or
discoveries in General Motors, and do all lawful acts and sign all
assignments and other papers General Motors may reasonably request
relating to applications for patents, trademarks and copyrights, both
United States and foreign, or relating to the conduct of any
opposition, litigation or other controversy in connection therewith,
provided all expenses incident to the filing of such applications, the
prosecution such applications, and the conduct of any opposition,
litigation or other controversy will be borne by General Motors.


(d) Bronnercom agrees to require Bronnercom employees, and make best efforts to
have all subcontractors assigned to perform work for General Motors, sign
an Intellectual Property Rights Agreement or an equivalent document,
subject to General Motors approval. Such approval has been granted for the
documents attached as Exhibit F. Bronnercom further agrees to maintain such
signed documents on file throughout the term of this Agreement and upon
request of General Motors to deliver them to General Motors upon
termination of this Agreement.

(e) In exceptional instances, Bronnercom may not recommend or be able to secure
an assignment to General Motors of exclusive ownership in the rights to a
work, which encompasses all original works or authorship, literary,
dramatic, musical, artistic and certain other intellectual works. Those
instances will be mutually agreed upon in writing by General Motors and
Bronnercom prior to any contractual arrangements being implied or entered
into by Bronnercom and General Motors, or Bronnercom on behalf of General
Motors. General Motors and Bronnercom together, or Bronnercom on behalf of
General Motors, will execute a contract containing all final terms and
conditions of the limited license interest or restricted usage on such
works accorded to General Motors.

(f) Bronnercom agrees to submit copies of all photographs and transparencies as
well as submitting copies of any other works as directed by General Motors
which are created or acquired for purposes of performing this Agreement to
the GM Media Archives along with the name, address and telephone number of
the copyright owner and any restrictions on future use by General Motors as
provided for in Paragraph 8(e) above.

(g) Any material or ideas prepared for or submitted to General Motors, but not
adopted and paid for by General Motors (regardless of whether the physical
embodiment of the creative work is in General Motors' possession in the
form of copy, artwork, plates, recording, films, tapes, etc.), remain the
property of Bronnercom and may be submitted by Bronnercom to other clients
for their use, provided that such submission or use does not involve the
release of any confidential information regarding General Mot
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