CONTRIBUTOR AGREEMENT

This Contributor Agreement ("Agreement") is effective as of between The Stock Solution, Inc ("TSS ") and ("CONTRIBUTOR").

TSS offers e-commerce, licensing of stock images on a royalty free or a rights managed basis through a proprietary internet technology and online order processing service ("The Online Service"). CONTRIBUTOR may elect to use CONTRIBUTOR and TSS have determined that it is their mutual best interest to enter into this Agreement to license Accepted Images worldwide in accordance with the terms and conditions contained in this agreement and TSS's Submission Guidelines.

1. DEFINITIONS

1.1 "Accepted Images" means an image submitted by CONTRIBUTOR to TSS and accepted by TSS for inclusion in its database of images available online.

1.2 "Images" means all types of photographic images, color, black and white transparencies, prints, drawings, paintings, film footage, digital images and any and all other visual images and shall include keywords, descriptions and captions associated therewith.

1.3 "Net License Fees" shall be defined as the gross license fees after deduction of reasonable currency conversion costs, sales, use, credit card processing fees, foreign withholding tax or any other taxes or duties, and bank transfer fees.

1.4 "Product" means any compilations of images to promote TSS's business to distribute and license Accepted Images, including but not limited to direct mail products, print and CD-Rom, and DVD whether now known or which may become known in the future.

1.5 "Protected-Rights" means restricting the use of an Image for either a particular use, industry or time period.

1.6 "Rights-Managed" means the licensing of Images on a use basis for a specified use and a specified time period.

1.7 "Royalty Free" means the licensing of Images for broad use without specification on the number of times used or a time period.

1.8 "Similars" means an Image in analogue or digital form that is substantially similar to any Accepted Image and which may reasonably cause an industry professional viewing the image to believe it is the same or substantially the same image, whether in color or black and white.

1.9 "Stock Picture Library" means any stock picture company, stock film library, on-line image service, royalty free or clip art provider, or any other similar entity that is in the business of licensing, distributing, providing, selling or otherwise exploiting photographic or digital images anywhere in the world.

1.10 "Submission Guidelines" means TSS's instructions for delivering Images and other associated information in the appropriate format for digital delivery and licensing.

1.11 "Third Party Distributor" means any distributor or marketing entity with which TSS enters into a marketing or sub-licensee agreement for the promotion and licensing of Images.

2. SUBMISSION AND ACCEPTANCE OF IMAGES

2.1 CONTRIBUTOR agrees to abide by the current TSS Submission Guidelines. CONTRIBUTOR agrees that such guidelines may be changed by TSS upon written notice to CONTRIBUTOR. CONTRIBUTOR will be granted privileges to upload and publish Images directly to TSS INC.'s web site if it satisfies TSS's standards in preparing digital files according to the Submission Guidelines.

2.2 TSS may accept or reject any Images submitted to it in its sole and absolute discretion and may remove any uploaded Image for quality or any other reason.

2.3 Accepted Images shall at all times be and remain the exclusive property of the CONTRIBUTOR, to be used by TSS and its Third Party Licensees, solely for the purposes described in this Agreement. The Images shall not be considered assets of the TSS in the event of a bankruptcy.

2.4 CONTRIBUTOR retains copyright in its Accepted Images. TSS shall advise its licensees and Third Party Licensees to include a credit notice where appropriate along with the Accepted Images. Such notice may include TSS's name as the source of the Image. TSS recommends that the CONTRIBTOR register all Images with the Copyright Office before they are uploaded. While TSS is not authorized to commence copyright infringement actions on behalf of the CONTRIBUTOR, it shall assist the CONTRIBUTOR in enforcing his/her copyright wherever possible and commercially reasonable.

2.5 The Online Service and all internet technology, including all software and any HTML elements remains the sole property of TSS or any licensor, including all right and title to any copyright, trade dress or other intellectual property rights. TSS grants CONTRIBUTOR a non-transferable, non-exclusive license to the software in conjunction with the operation, maintenance, and updating its web site for the term of this Agreement.

3. GRANT OF AUTHORITY

3.1 Subject to this Agreement, CONTRIBUTOR grants TSS a worldwide, non-exclusive license, with a right to grant sublicenses, to, reproduce, distribute, publish, transmit, broadcast, display, exhibit, adapt, crop, modify, recast or enhance, any Image, alone or in combination with any other material, in any media or embodiment, now known or later developed, for any purpose. TSS is specifically authorized to employ the services of Third Party Distributors throughout the world in its licensing efforts. TSS shall inform CONTRIBUTOR 30 days in advance by email of any agreement to distribute Images through a Third Party Distributor. CONTRIBUTOR shall have the right to decline participation with said Third Party Distributor by notifying TSS in writing prior to the end of the 30 day period. Failure to respond shall be deemed approval of participation with the Third Party Distributor. In the event CONTRIBUTOR desires to offer its licensees Protected Rights, CONTRIBUTOR may elect to grant TSS an exclusive Image license at the time it submits the Image to TSS. It is understood that if CONTRIBUTOR does not grant TSS and Image exclusive license with respect to its Images, TSS cannot offer Protected Rights licenses to licensees. CONTRIBUTOR is required to maintain accurate and timely records with respect to any restrictions or rights granted on each Image submitted for Protected Rights licensing.

3.2 CONTRIBUTOR grants TSS and its Third Party Distributors, the right to use CONTRIBUTOR's name and Accepted Images to promote, advertise and market TSS's Products and services; and CONTRIBUTOR agrees that no compensation or further consent is due for the use of Accepted Images in TSS's Products, promotion, advertising and marketing. TSS shall endeavor to credit the CONTRIBUTOR where practicable.

3.3 If CONTRIBUTOR elects to grant TSS an exclusive license with respect to an Accepted Image, CONTRIBUTOR agrees not to supply to any other Stock Picture Library any Images that are Similar to such Accepted Images. Notwithstanding, CONTRIBUTOR may use any Accepted Image or Similar for personal, noncommercial purposes, for example, portfolio, exhibition, single photographer publication, personal website and self-promotion.

3.4 CONTRIBUTOR may market, distribute, sell and license its Images (other than those designated as Image exclusive) in any way whether on its own or through any other Stock Picture Library and may engage in independent assignment work.

3.5 TSS shall offer CONTRIBUTOR pricing formulas to elect pricing for both Rights-Managed and Royalty Free licensing. TSS may revise its pricing formula from time to time. TSS shall have complete and sole discretion regarding the terms and conditions of Images licensed or sublicensed to third parties through end-user license agreement and any Third Party Distributor agreement.

4. ROYALTY PAYMENT

4.1 TSS shall remit to CONTRIBUTOR a royalty of Sixty Percent (60%) of Net License Fees received by TSS. Unless otherwise agreed upon in writing by both parties, all payments will be made in US dollars. Any credit for foreign taxes may be claimed only by TSS.

4.2 In the Third Party Distributor arrangement between Contributor and myLoupe, Inc.,(myLoupe), any Net License fees collected and originating from myLoupe, Inc. shall be distributed by myLoupe as follows: Seventy Five Percent (75%) to TSS. TSS shall remit Sixty Percent (60%) of the Net License Fee to the Contributor and retain Fifteen Percent (15%) of the Net License Fee.

4.3 In the event there is a Third Party Distributor arrangement, other than with myLoupe, CONTRIBUTOR will be informed of the commission arrangement with any Third Party Distributor in advance and may elect to opt out of participation with the Third Party Distributor.

4.4 TSS shall remit payment to CONTRIBUTOR for his/her Image licenses on a quarterly basis, within thirty (30) days from the end of the quarter in which payment was received by TSS. Such payment will be accompanied by a statement detailing the Image licenses, including license fee, deductions, and Net Revenue. Should the net amount due to the CONTRIBUTOR be less than fifty dollars (US$50) in any given quarter, then TSS will issue a statement without payment and payment will be made once the net due equals at least fifty dollars (US$50) in any given quarter. Notwithstanding the foregoing, if at any time, the royalty due to the CONTRIBUTOR shall reach two hundred dollars (US$200) or more in any calendar month, TSS shall remit payment to CONTRIBUTOR for his/her Image licenses within thirty (30) days from the end of such calendar month. CONTRIBUTOR will have online access to sales, royalty reports, and invoices pertaining to CONTRIBUTOR's images that will include usage rights granted, if applicable to the license.

4.5 In the event that a refund of a payment received or accrued from a third party is required, Company is specifically authorized to deduct the CONTRIBUTOR'S share of this overpayment from any subsequent amount due the CONTRIBUTOR.

4.6 TSS is authorized to deduct any agreed upon charges for additional services offered by TSS and accepted by CONTRIBUTOR from CONTRIBUTOR's royalty payments and shall itemize any such deduction in the applicable royalty report. TSS's services and applicable charges are available for viewing by CONTRIBUTOR on the TSS web site.

4.7 The CONTRIBUTOR acknowledges clients may use or reuse, or be billed for subsequent reuse of Accepted Images after termination or expiration of the Agreement. Accordingly, CONTRIBUTOR specifically agrees that TSS has the non-exclusive right to license and retain its commission for such use or re-use of any Accepted Imaged which might take place after this Agreement terminates or expires. TSS will continue to report to CONTRIBUTOR as set forth in this Section 4

4.8 CONTRIBUTOR has the right, once during any 12 month period, at his or her expense, upon at least two weeks written notice and during regular business hours, at a location and time approved by TSS, to have an independent audit performed of Company's books and records solely as they pertain to the CONTRIBUTOR's Images within the two year period prior to the audit. Such audit shall be conducted by an individual or firm experienced in royalty audits. If TSS has underpaid the CONTRIBUTOR by 10% or more, TSS shall reimburse the CONTRIBUTOR for the cost of the audit. This right is subject to the auditor's execution of TSS'S current non-disclosure agreement.

5. TERM AND TERMINATION

5.1 This Agreement will begin on the Effective Date set forth above and shall last for an initial term of one year. After this initial term, this Agreement will automatically be renewed for successive one (1) year terms unless and until one party notifies the other in writing of its desire to terminate this Agreement at least sixty (60) days prior to the beginning of the next term.

5.2 If either party commits a material breach of this Agreement, the non-breaching party may terminate this Agreement within thirty (30) days written notice if the breaching party fails to remedy the breach within such thirty (30) days after receiving notice of the breach. Notwithstanding, TSS may immediately terminate the agreement with the CONTRIBUTOR if CONTRIBUTOR willfully tampers, hacks, or causes harm to TSS'S web server or otherwise materially breaches the agreement or fails to abide by the Submission Guidelines in a manner that is not readily capable of immediate cure.

6. ACCEPTED IMAGES

6.1 TSS does not require the CONTRIBUTOR to provide original film in any format. Notwithstanding, CONTRIBUTOR agrees that TSS is not liable for any failure to return Images or loss, damage or misuse to any of CONTRIBUTOR's Images, whether arising from negligence, breach of contract or otherwise, except for acts of gross and willful negligence.

6.2 Upon the termination or expiration of this agreement, TSS shall delete Contributor's Images from its active database, with the exception of recently licensed Images, which must be available to licensees for download thirty (30) days from date of the license payment. Notwithstanding the foregoing, TSS may retain digital files solely as part of its back-up data storage.

7. CONTRIBUTOR WARRANTIES

7.1 CONTRIBUTOR represents and warrants that:

7.1.1 CONTRIBUTOR has read and understands this Agreement, and has the legal right to enter into this Agreement and perform his/her obligations hereunder;

7.1.2 CONTRIBUTOR is the sole and exclusive owner or the legal representative of the owner of all Accepted Images;

7.1.3 To the best of CONTRIBUTOR's knowledge, no Accepted Image infringes on the rights of privacy or publicity, rights of any statutory or common law copyright, trademark or other intellectual property rights, defames any third party, or violates any other third party right;

7.1.4 There are no sales restrictions of any kind on any Accepted Images except those submitted in writing at time of submission; CONTRIBUTOR agrees to timely update any restrictions on any Rights-Managed Images;

7.1.5 The caption information provided is accurate and complete and the proper copyright notice is affixed for each Image, according to TSS's then current Submission guidelines. To the extent caption information supplied to clients by TSS on any Accepted Image differs from the information supplied to TSS by CONTRIBUTOR, the accuracy of such information shall be TSS's sole responsibility;

7.1.6 A valid release, either model/and or property has been obtained where necessary and appropriate for each Accepted Image and the CONTRIBUTOR shall provide true copies of releases for each Accepted Image upon demand. CONTRIBUTOR shall mark and identify the released Images according to TSS's then current Submission Guidelines; and

7.1.7 CONTRIBUTOR agrees to submit additional Images to TSS on a regular basis throughout the term of this Agreement.

8. TSS WARRANTIES

8.1 TSS represent and warrants that:

8.1.1 It has the full right and authority to execute and perform its obligations under this Agreement according to its terms.

8.1.2 It shall use commercially reasonable efforts to market and license Accepted Images.

9. DISCLAIMERS: TSS'S SERVICE IS PROVIDED ON AN "AS IS, WITH ALL FAULTS" BASIS, AND CONTRIBUTOR'S USE IS AT HIS/HER OWN RISK. TSS MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. TSS MAKES NO REPRESENTATIONS OR WARRANTIES THATCONTRIBUTOR'S ACCESS TO AND USE OF THE SITE (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, or (3) IS SECURE. CONTRIBUTOR IS RESPONSIBLE FOR TAKING ALL PRECAUTIONS HE/SHE BELIEVES NECESSARY OR ADVISABLE TO PROTECT AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF HIS/HER USE OF THE TSS SITE. CONTRIBUTOR MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.

10. EXCLUSION OF DAMAGES: UNDER NO CIRCUMSTANCES WHATSOEVER WILL TSS BE RESPONSIBLE OR LIABLE TO CONTRIBUTOR OR ANY OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE TO ANY BREACH OF REPRESENTATION SET OUT IN SECTION 8 ABOVE.

11. INDEMNIFICATION

11.1 CONTRIBUTOR agrees to indemnify and to hold TSS and its officers, directors, employees and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any breach of any representation or warranty, any failure to perform any covenant or agreement hereunder.

11.2 TSS agrees to indemnify and hold CONTRIBUTOR harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from (i) any inaccuracy of any representation or warranty made by TSS; and (ii) any failure of TSS to perform any covenant or agreement hereunder.

12. MISCELLANEOUS

12.1 In the event the CONTRIBUTOR dies, his or her executors, administrators, heirs, successors and assigns shall be bound by the terms of this Agreement and shall receive the payments which would otherwise be due to the CONTRIBUTOR.

12.2 TSS shall use reasonable efforts to locate the CONTRIBUTOR in the event statements are returned unclaimed. To assist TSS in this endeavor, the CONTRIBUTOR shall provide an alternate address on the signature page of this Agreement. In the event that, notwithstanding TSS's reasonable efforts, the CONTRIBUTOR cannot be located for four (4) years, TSS shall have the right to retain all royalties due.

12.3 This Agreement shall be binding upon and shall inure to the benefit of the Parties' heirs, executors, administrators, successors, and permitted assigns. TSS may assign its rights and obligations under this Agreement upon written notice to CONTRIBUTOR. CONTRIBUTOR's obligations hereunder are personal and may be assigned only with TSS's prior written consent, however, CONTRIBUTOR's right to receive payment may be assigned without TSS's prior consent.

12.4 Nothing in this Agreement will constitute the relationship of an employer and employee, a principal-agent, partnership or a joint venture between TSS and the CONTRIBUTOR. Both Parties hereby acknowledge that the CONTRIBUTOR is an Independent Contractor.

12.5 All statements, checks, other communications and other hard copy material shall be sent to CONTRIBUTOR by TSS in Accordance with this Agreement by mail to the CONTRIBUTOR's address set out in this Agreement. All notices to be served in accordance with this Agreement may be served by email or by mail. The email and postal addresses of TSS are as set out in this Agreement. The email and postal address of CONTRIBUTOR for these purposes will be such as CONTRIBUTOR may notify to TSS from time to time. The CONTRIBUTOR and TSS agree to notify each other promptly of any change in their address for the purpose of notification pursuant of this Agreement.

12.6 This Agreement shall be interpreted in accordance with the Laws of the State of Utah without regards to the laws regarding conflicts of law. The Parties hereby agree to submit to the exclusive jurisdiction to the Courts of federal or state court located in Salt Lake County in the State of Utah.

12.7 This Agreement, supercedes all prior agreements and understanding, whether written or oral, incorporates the entire understanding of the parties concerning the subject matter contained herein and may not be modified and amended except by a separate writing signed by or on behalf of both parties.