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Secretary Of State - CHINA AUTO LOGISTICS INC - 3-7-2006

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Secretary Of State - CHINA AUTO LOGISTICS INC - 3-7-2006 Powered By Docstoc
					Exhibit 3.4 DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (778) 684-5708 Website: secretaryofstate.biz Entity # E0605032005-3 Document Number 20050382456-05 Date Filed:

9/1/2005 3:34:33 PM In the office of
/s/ Dean Heller Dean Heller Secretary of State

ABOVE SPACE FOR OFFICE USE ONLY ARTICLES OF INCORPORATION (PURSUANT TO HRS 78) Important: Read attached Instructions before completing form.

Name of Our Best Wishes, Inc. Corporation: -------------------------------------------------------------------------------2. Resident Agent Name and Street Address: Incorp Financial Services 3155 E. Patrick Lane Las Vegas, NV 89120

1.

-------------------------------------------------------------------------------3. Number of shares with par value: 100,000,000 Par Value 0.001 Number of shares without par value: -------------------------------------------------------------------------------Shares:

4.

Names and Addresses of Board of Directors/Trustees:

Phil E. Ray 6521 Ocaso Drive Castle Rock, CO 80108

-------------------------------------------------------------------------------5. Purpose: The purpose of this Corporation shall be: Any lawful business -------------------------------------------------------------------------------6. Name, Address and Signature /s/ Phil E. Ray 6521 Ocaso Drive

of Incorporator:

Castle Rock, CO 80108

-------------------------------------------------------------------------------7. Certificate of Acceptance of Appointment of I hereby accept appointment as Resident Agent for the above named corporation,

President Agent: See Attached Date:

Note: See Attached Articles of Incorporation

DEAN HELLER Secretary of State 206 North carson Street Carson City, Nevada 89701-4299 (778) 684-5708 Website: secretaryofstate.biz RESIDENT AGENT ACCEPTANCE General Instructions for this form: 1. Please print legibly or type: Black ink only. 2. Complete all fields. 3. Ensure that document is signed in signature field. In the matter of Our Best Wishes, Inc. I, Incorp. Services, Inc. hereby state that on August 30th, 2005 I accepted the appointment as resident agent for the above named business entity. The street address of the resident agent in this state is as follows:
3155 East Patrick Lane Las Vegas, Suite 1 89120-3481

NEVADA

Signature: /s/ Dan Heller ----------------------------------------------Authorized Signature 8/30/05 ---------------Date

ARTICLES OF INCORPORATION OF OUR BEST WISHES, INC. The undersigned Incorporator, being a natural person of the age of eighteen (18) years or more and desiring to form a body corporate under the laws of the State of Nevada, does hereby sign, verify and deliver in duplicate to the Secretary of State of the State of Nevada these Articles of Incorporation: ARTICLE I NAME The name of the Corporation is: Our Best Wishes, Inc. ARTICLE II PERIOD OF DURATION This Corporation shall exist in perpetuity, from and after the date of filing these Articles of Incorporation with the Secretary of State of the State of Nevada unless dissolved according to law. ARTICLE III CAPITAL STRUCTURE Section 1. Authorized Capital. The Corporation is authorized to issue two classes of stock to be designated, respectively, Preferred Stock ("Preferred Stock") and Common Stock ("Common Stock"). The total number of shares of capital stock that the Corporation shall have authority to issue is Fifty Million (50,000,000). The total number of shares of Preferred Stock the Corporation shall have authority to issue is Five Million (5,000,000). The total number of shares of Common Stock the Corporation shall have authority to issue is Forty Five Million (45,000,000). The Preferred Stock shall have a par value of $0.001 and the Common Stock shall have a par value of $0.001. Section 2. Preferred Stock. The Corporation, by resolution of its Board of Directors, may divide and issue the Preferred Stock in series. Preferred Stock of each series when issued shall be designated to distinguish them from the shares of all other series. The Board of Directors is hereby expressly vested with the authority to divide the class of Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by these Articles of Incorporation and the Nevada Corporation Code in respect to the following: 1. The number of shares to constitute such series, and the distinctive designations thereof; (a) The rate and preference of dividends, if any, the time of payment of dividends, whether dividends are cumulative and the date from which any dividend shall accrue; (b) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption; (c) The amount payable upon shares in event of involuntary liquidation; (d) The amount payable upon shares in event of voluntary liquidation; (e) Sinking fund or other provisions, if any, for the redemption or purchase of shares; (f) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion; (g) Voting powers, if any; and (h) Any other relative rights and preferences of shares of such series, including, without limitation, any restriction on an increase in the number of shares of any series theretofore authorized and any limitation or restriction of rights or powers to which shares of any future series shall be subject. Section 3. Common Stock. The holders of the Common Stock shall be entitled to one vote for each share of Common Stock held by them of record at the time for determining the holders thereof entitled to vote. The rights of holders of Common Stock to receive dividends or share in the distribution of assets in the event of

liquidation, dissolution or winding up of the affairs of the Corporation shall be subject to the preferences, limitations and relative rights of the Preferred Stock fixed in the resolution or resolutions which may be adopted from time to time by the Board of Directors of the Corporation providing for the issuances of one or more series of the Preferred Stock. Section 4. Assessment and Consideration. The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the Corporation. Any stock of the Corporation may be issued for money, property, services rendered, labor done, cash advances for the Corporation, or for any other assets of value in accordance with the action of the Board of Directors, whose judgment as to value received in return therefor shall be conclusive and, upon the receipt of said consideration, when issued shall be fully paid and nonassessable shares. ARTICLE IV OFFICES AND AGENT Section 1. Initial Registered Office and Initial Registered Agent. The address of the Corporation's initial registered office and the name of its initial registered agent at that office are: Incorp Services, Inc. 3155 E. Patrick Lane, Suite 1, Las Vegas, Nevada 89120 Section 2. Initial Principal Office. The address of the Corporation's initial principal office is: 558 Castle Pines Pkwy Suite B4-158 Castle Rock, Colorado 80108 ARTICLE V PURPOSES The purposes for which the Corporation is organized are as follows: (a) To engage in all lawful business; and (b) To have, enjoy and exercise all of the rights, powers and privileges conferred upon corporations incorporated pursuant to Nevada law, whether now or hereafter in effect and whether or not herein specifically mentioned. The foregoing enumeration of purposes and powers shall not limit or restrict in any manner the transaction of other business, the pursuit of other purposes, or the exercise of other and further rights and powers that may now or hereafter be permitted or provided by law. ARTICLE VI QUORUM FOR SHAREHOLDERS' MEETINGS Unless otherwise provided in the bylaws, fifty on percent (51%) of the outstanding shares shall constitute a quorum at any meeting of shareholders. ARTICLE VII BOARD OF DIRECTORS The corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a Board of Directors. The number of directors shall be fixed in accordance with the bylaws. ARTICLE VIII CUMULATIVE VOTING Cumulative voting shall not be permitted in the election of directors. ARTICLE IX

PREEMPTIVE RIGHTS No holder of any shares of the Corporation, whether now or hereafter authorized, shall have any preemptive or preferential right to acquire any unissued shares or securities of the Corporation, including shares or securities held in the treasury of the Corporation or securities convertible into shares or carrying stock purchase warrants or privileges. ARTICLE X LIMITATION ON DIRECTOR LIABILITY A director of the Corporation shall not be personally liable to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director; except that this provision shall not eliminate or limit the liability of a director to the Corporation or to its shareholders for monetary damages otherwise existing for (i) any breach of the director's duty of loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) acts specified in Section 78.7502 and other sections of the Nevada Corporation Code; or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Nevada Corporation Code is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent permitted by the Nevada Corporation Code as so amended. Any repeal or modification of this Article X shall not adversely affect any right or protection of a director of the Corporation under this Article X, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article X, prior to such repeal or modification. ARTICLE XI INDEMNIFICATION The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys' fees and costs of litigation) incurred by reason of the fact that he is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible. ARTICLE XII INTERESTED CONTRACTS No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, firm association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be void or voidable solely for this reason, or solely because such directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transactions or solely because their votes are counted for such purpose if (i) the material facts of such relationship or interest and as to the contract or transaction are disclosed or known to the Board of Directors or committee, and the Board of Directors or the committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even through the disinterested directors be less than a quorum; or (ii) the material facts of such relationship or interest and as to the contract or transaction are disclosed or known to the shareholders entitled to vote, and the contract or transaction is specifically approved in good faith by the vote of the shareholders; or (iii) the contract or transaction is fair and reasonable to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction.

ARTICLE XIII INITIAL BOARD OF DIRECTORS The initial board of directors of the Corporation shall consist of not less than 1 and not more than 9 members. The names of the initial directors are: NAME: Phil E. Ray ARTICLE XIV INCORPORATOR The name and address of the incorporator is: Phil E. Ray 6521 Ocaso Drive, Castle Rock, Colorado 80108 ARTICLE XV RESERVATION The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or thereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. ARTICLE XVI EFFECTIVE DATE AND TIME These Articles of Incorporation shall become effective upon filing. On behalf of Our Best Wishes, Inc., the undersigned, by his signature below, does hereby confirm, under penalty of perjury, that the foregoing Articles of Incorporation of Our Best Wishes Inc. constitute the act and deed of Our Best wishes, Inc. and the facts stated herein are true. Our Best Wishes, Inc. hereby consents to the appointment as the initial registered agent for the Corporation. Registered Agent: Incorp Services, Inc. 3155 E. Patrick Lane, Suite 1, Las Vegas, Nevada 89120 IN WITNESS WHEREOF, the above-named incorporator has signed these Articles of Incorporation this 30st day of August, 2005.
/s/ Phil E. Ray ------------------------Phil E. Ray, Incorporator

Exhibit 3.5 BYLAWS OF OUR BEST WISHES, INC. ARTICLE I OFFICES The registered office of Our Best Wishes, Inc. (the "Corporation"), shall be located in the State of Nevada. The Corporation may have its principal office and such other offices either within or without the State of Nevada as the Board of Directors of the Corporation (the "Board") may designate or as the business of the Corporation may require. The registered office of the Corporation in the Articles of Incorporation (the "Articles") need not be identical with the principal office. ARTICLE II SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders shall be held each year on a date and at a time and place to be determined by resolution of the Board, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the shareholders. Section 2. Special Meetings. Special meetings of the shareholders for any purpose, unless otherwise provided for by statute, may be called by the president, the Board or by the president at the request of the holders of not less than one-tenth of all the shares of the Corporation entitled to vote at the meeting. Section 3. Place of Meeting. The Board may designate any place, either within or without the State of Nevada, as the place of meeting for any annual or special meeting. If no designation is made, the place of meeting shall be the registered office of the Corporation in the State of Nevada. Section 4. Notice of Meeting. Written notice, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered as the laws of the State of Nevada shall provide. Section 5. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board may fix in advance a date (the "Record Date") for any such determination of shareholders, which date shall be not more than 50 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no Record Date is fixed by the Board, the Record Date for any such purpose shall be ten days before the date of such meeting or action. The Record Date determined for the purpose of ascertaining the number of shareholders entitled to notice of or to vote at a meeting may not be less than ten days prior to the meeting. When a Record Date has been determined for the purpose of a meeting, the determination shall apply to any adjournment thereof. Section 6. Quorum. If less than a quorum of the outstanding shares as provided for in the Articles are represented at a meeting, such meeting may be adjourned without further notice for a period which shall not exceed 60 days. At such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Once a quorum is present at a duly organized meeting, the shareholders present may continue to transact business until adjournment, notwithstanding any departures of shareholders during the meeting which leave less than a quorum.

Section 7. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. Section 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Proxies shall be in such form as shall be required by the Board of Directors and as set forth in the notice of meeting and/or proxy or information statement concerning such meeting. Section 9. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine as evidenced by a duly certified copy of either the bylaws or corporate resolution. Neither treasury shares nor shares held by another corporation, if the majority of the shares entitled to vote for the election of directors of such other corporation is held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time. Shares held by an administrator, executor, guardian or conservator may be voted by such fiduciary, either in person or by proxy, without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by a trustee without a transfer of the shares into such trust. Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver, without the transfer thereof into the name of such receiver if authority so to do is contained in an appropriate order of the court by which the receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred on the books of the Corporation into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Section 10. Action by Consent of all Shareholders. Any action required to be taken, or which may be taken at a meeting of the shareholders may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such written consent or consents shall be filed with the minutes of the Corporation. Such action by written consent of all entitled to vote shall have the same force and effect as a unanimous vote of such shareholders. Section 11. Inspectors. The Board may, in advance of any meeting of shareholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the chairman of the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. ARTICLE III BOARD OF DIRECTORS Section 1. General Powers. The Board shall have the power to manage the business and affairs of the Corporation in such manner as it sees fit. In addition to the powers and authorities expressly conferred upon it, the Board may do all lawful acts which are not directed to be done by the shareholders by statute, by the Articles or by these Bylaws.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall not be less than one. Each director shall hold office until the next annual meeting of shareholders and until a successor director has been elected and qualified, or until the death, resignation or removal of such director. Directors need not be residents of the State of Nevada or shareholders of the Corporation. Section 3. Regular Meetings. A regular meeting of the Board shall be held, without other notice than this Bylaw, immediately after and at the same place as the annual meeting of shareholders. The Board may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings, without other notice than such resolution. Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board called by them. Section 5. Telephonic Meetings. Members of the Board and committees thereof may participate and be deemed present at a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Section 6. Notice. Notice of any special meeting of the Board shall be given by telephone, telegraph or written notice sent by mail. Notice shall be delivered at least one day prior to the meeting (five days before the meeting if the meeting is held outside the State of Nevada) if given by telephone or telegram or if delivered personally. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered by the telegraph company. Written notice may be delivered by mail to each director at such director's business or home address and, if mailed, shall be delivered at least five days prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Section 7. Quorum. A majority of the total membership of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if a quorum shall not be present at any meeting or adjournment thereof, a majority of the directors present may adjourn the meeting without further notice. Section 8. Action by Consent of All Directors. Any action required to be taken, or which may be taken at a meeting of the Board may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such written consent or consents shall be filed with the minutes of the Corporation. Such action by written consent of all entitled to vote shall have the same force and effect as a unanimous vote of such directors at a meeting of directors at which a quorum is present. Section 9. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be an act of the Board. The order of business at any regular or special meeting of the Board shall be: 1. Record of those present. 2. Secretary's proof of notice of meeting, if notice is not waived. 3. Reading and disposal of unapproved minutes, if any. 4. Reports of officers, if any. 5. Unfinished business, if any. 6. New business. 7. Adjournment. Section 10. Vacancies. Any vacancy occurring in the Board by reason of an increase in the number specified in these Bylaws, or for any other reason, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board may remain at the time such meeting considering filling such vacancies is held. Section 11. Compensation. By resolution of the Board, the directors may be paid their expenses, if any, for

attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board and a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor or from receiving compensation for any extraordinary or unusual services as a director. Section 12. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting, filed in writing with the person acting as the secretary of the meeting before the adjournment thereof or forwarded by registered mail to the Secretary of the Corporation immediately after the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 13. Executive or Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have all of the authority of the Board, but no such committee shall have the authority of the Board in reference to amending the Articles, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, or amending the Bylaws. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law. Any action required to be taken, or which may be taken at a meeting of a committee designated in accordance with this Section of the Bylaws, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all those entitled to vote with respect to the subject matter thereof. Such written consent or consents shall be filed with the minutes of the Corporation. Such action by written consent of all entitled to vote shall have the same force and effect as a unanimous vote of such persons. Section 14. Resignation of Officers or Directors. Any director or officer may resign at any time by submitting a resignation in writing. Such resignation takes effect from the time of its receipt by the Corporation unless a date or time is fixed in the resignation, in which case it will take effect from that time. Acceptance of the resignation shall not be required to make it effective. Section 15. Notice Requirements for Director Nominations. Any nomination for election to the Board of Directors by the stockholders otherwise than pursuant to Board resolution must be submitted to the Corporation's secretary no later than 25 days and no more than 60 days prior to the meeting of stockholders at which such nominations are to be submitted. In the event notice of the meeting at which such nomination is desired to be submitted is not mailed or otherwise sent to the stockholders of the Corporation at least 30 days prior to the meeting, the Corporation must receive the notice of intent to nominate no later than seven days after notice of the meeting is mailed or sent to the stockholders by the Corporation. Notices to the Corporation's Secretary of intent to nominate a candidate for election as a director must give the name, age, business address and principal occupation of such nominee and the number of shares of stock of the Corporation held by such nominee within seven days after filing of the notice, a signed and completed questionnaire relating to the proposed nominee (which questionnaire will be supplied by the Corporation to the person submitting the notice) must be filed with the Secretary of the Corporation. Unless this notice procedure is followed, the chairman of a stockholders' meeting may declare the nomination defective and it may be disregarded. ARTICLE IV OFFICERS Section 1. Number. The officers of the Corporation shall be a president, a secretary and a treasurer, all of whom shall be executive officers and each of whom shall be elected by the Board, and such other officers as the Board may designate from time to time. A Chairman of the Board, Vice Chairman of the Board and one or more Vice Presidents shall be executive officers if the Board so determines by resolution. Such other officers and assistant officers, as may be deemed necessary, shall be designated administrative assistant officers and may be appointed and removed as the Chief Executive Officer decides. Any two or more offices may be held by the same person, except the offices of President and Secretary. Section 2. Election and Term of Office. The executive officers of the Corporation, to be elected by the Board,

shall be elected annually by the Board at its first meeting held after each annual meeting of the shareholders or at a convenient time soon thereafter. Each executive officer shall hold office until the resignation of such officer or until a successor shall be duly elected and qualified, until the death of such executive officer, or until removal of such officer in the manner herein provided. Section 3. Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4. Vacancies. A vacancy in any executive office because of death, resignation, removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term. Section 5. The Chairman of the Board. If a Chairman of the Board (the "Chairman") shall be elected by the Board, the Chairman shall preside at all meetings of the shareholders and of the Board. The Chairman may sign, with the officers authorized by the Chief Executive Officer or the Board, certificates for the shares of the Corporation and shall perform such other duties as from time to time are assigned by the Chief Executive Officer or the Board. The Chairman of the Board may be elected as the Chief Executive Officer, in which case the Chairman shall perform the duties hereinafter set forth in Article IV, Section 7, of these Bylaws. Section 6. The President. The President may sign, with the officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and shall perform such other duties as from time to time are assigned by the Chief Executive Officer or the Board. The President may be elected as the Chief Executive Officer of the Corporation, in which case, the President shall perform the duties hereinafter set forth in Article IV, Section 7, of these Bylaws. Section 7. The Chief Executive Officer. If no Chairman shall be elected by the Board, the President shall be the Chief Executive Officer of the Corporation. If a Chairman is elected by the Board, the Board shall designate, as between the Chairman and the President, who shall be the Chief Executive Officer. The Chief Executive Officer shall be, subject to the control of the Board, in general charge of the affairs of the Corporation. The Chief Executive Officer may sign, with the other officers of the Corporation authorized by the Board, deeds, mortgages, bonds, contracts or other instruments whose execution the Board has authorized, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. Section 8. The Vice Chairman of the Board. If a Chairman shall be elected by the Board, the Board bay also elect a Vice Chairman of the Board (the "Vice Chairman"). In the absence of the Chairman or in the event of the death or inability or refusal to act of the Chairman, the Vice Chairman shall perform the duties of the Chairman and when so acting shall have all of the powers of and be subject to all of the restrictions upon the Chairman. The Vice Chairman may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or the Board. Section 9. The Vice President. In the absence of the President or in the event of the death or inability or refusal to act of the President, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the event there is more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President and, when so acting, shall have all the powers of and shall be subject to all the restrictions upon the President. Any Vice President may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or the Board. Section 10. The Secretary. Unless the Board otherwise directs, the Secretary shall keep the minutes of the shareholders' and directors' meetings in one or more books provided for that purpose. The Secretary shall also see that all notices are duly given in accordance with the law and the provisions of the Bylaws; be custodian of the corporate records and the seal of the Corporation; affix the seal or direct its affixation to all documents, the execution of which on behalf of the Corporation is duly authorized; keep a list of the address of each shareholder; sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the

Corporation; have charge of the stock transfer books of the Corporation and perform all duties incident to the office of Secretary and such other duties as may be assigned by the Chief Executive Officer or by the Board. Section 10. The Treasurer. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of the Bylaws. The Treasurer may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chief Executive Officer or the Board. Section 11. Assistant Officers. The Chief Executive Officer may appoint such other officers and agents as may be necessary or desirable for the business of the Corporation. Such other officers shall include one or more assistant secretaries and treasurers who shall have the power and authority to act in place of the officer for whom they are elected or appointed as an assistant in the event of the officer's inability or unavailability to act in his official capacity. The assistant secretary or secretaries or assistant treasurer or treasurers may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation. The assistant treasurer or treasurers shall, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer or the Board. Section 12. Salaries. The salaries of the executive officers shall be fixed by the Board and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation. The salaries of the administrative assistant officers shall be fixed by the Chief Executive Officer. ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 1. Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract on behalf of the Corporation and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. ARTICLE VI CERTIFICATES FOR SECURITIES AND THEIR TRANSFER Section 1. Certificates for Securities. Certificates representing securities of the Corporation (the "Securities") shall be in such form as shall be determined by the Board. To be effective, such certificates for Securities (the "Certificates") shall be signed by (i) the Chairman or Vice Chairman or by the President or a Vice President; and (ii) the Secretary or an assistant Secretary or by the Treasurer or an assistant treasurer of the Corporation. Any of all of the signatures may be facsimiles if the Certificate is either countersigned by the transfer agent, or countersigned by the facsimile signature of the transfer agent and registered by the written signature of an officer of any company designated by the Board as registrar of transfers so long as that officer is not an employee of the Corporation. A Certificate signed or impressed with the facsimile signature of an officer, who ceases by death, resignation or otherwise to be an officer of the Corporation before the Certificate is delivered by the Corporation, is valid though signed by a duly elected, qualified and authorized officer, provided that such Certificate is countersigned by the signature of the transfer agent or facsimile signature of the transfer agent of the Corporation and registered as aforesaid.

All Certificates shall be consecutively numbered or otherwise identified. Certificates shall state the jurisdiction in which the Corporation is organized, the name of the person to whom the Securities are issued, the designation of the series, if any, and the par value of each share represented by the Certificate, or a statement that the shares are without par value. The name and address of the person to whom the Securities represented hereby are issued, the number of Securities, and date of issue, shall be entered on the Security transfer books of the Corporation. All Certificates surrendered to the Corporation for transfer shall be cancelled and no new Certificate shall be issued until the former Certificate for a like number of shares shall have been surrendered and cancelled, except that, in case of a lost, destroyed or mutilated Certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe. Section 2. Transfer of Securities. Transfers of Securities shall be made only on the security transfer books of the Corporation by the holder of record thereof, by the legal representative of the holder who shall furnish proper evidence of authority to transfer, or by an attorney authorized by a power of attorney which was duly executed and filed with the Secretary of the Corporation and a surrender for cancellation of the certificate for such shares. The person in whose name Securities stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. ARTICLE VII FISCAL YEAR The fiscal year of the Corporation shall be determined by resolution of the Board. ARTICLE VIII DIVIDENDS The Board may declare, and the Corporation may pay in cash, stock or other property, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles. ARTICLE IX SEAL The Board may provide a corporate seal, circular in form, having inscribed thereon the corporate name, the state of incorporation and the word "Seal." The seal on securities, any corporate obligation to pay money or any other document may be facsimile, or engraved, embossed or printed. ARTICLE X WAIVER OF NOTICE Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles or under the provisions of the applicable laws of the State of Nevada, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before, at or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XI INDEMNIFICATION The Corporation shall have the power to indemnify any director, officer, employee or agent of the Corporation or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the fullest extent permitted by the laws of the State of Nevada. ARTICLE XII AMENDMENTS These Bylaws may be altered, amended, repealed or replaced by new Bylaws by the Board at any regular or special meeting of the Board. ARTICLE XIII UNIFORMITY OF INTERPRETATION AND SEVERABILITY

These Bylaws shall be so interpreted and construed as to conform to the Articles and the statutes of the State of Nevada or of any other state in which conformity may become necessary by reason of the qualification of the Corporation to do business in such foreign state, and where conflict between these Bylaws and the Articles or a statute has arisen or shall arise, the Bylaws shall be considered to be modified to the extent, but only to the extent, conformity shall require. If any Bylaw provision or its application shall be deemed invalid by reason of the said nonconformity, the remainder of the Bylaws shall remain operable in that the provisions set forth in the Bylaws are severable. Certified to be the Bylaws of OUR BEST WISHES, INC.
By: /s/ A. Terry Ray -----------------------A. Terry Ray, Secretary Date: ------------------------

Exhibit 4.0 NUMBER SHARES FRESH IDEAS MEDIA, INC. This Certifies that _____________________________________________ is the Registered holder of ____________________________________________ Shares Transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surreder of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder affixed. this _______ day of __________ A.D. 20 ____

[Back Side] For Value Received ______ hereby sell, assign and transfer unto ____________________________________________________________ _________________________________________________________ Shares represented by the within Certificate, and do hereby irrevocovably constitute and appoint _________________________________________________________ Attorney to transfer the said Shares on the books of the within named. Dated _________________ A.D. 20_______

Exhibit 5 CUDD & ASSOCIATES 18826 Pagentry Place Monument, Colorado 80132 Telephone: (719) 488-4393 FAX: (719) 488-4394 E-mail: pcudd@cuddlaw.com March 6, 2006 Mr. Phil E. Ray Board of Directors Fresh Ideas Media, Inc. 6521 Ocaso Drive Castle Rock, Colorado 80108 Dear Mr. Ray: I have acted as counsel to Fresh Ideas Media, Inc., a Colorado corporation (the "Company"), in connection with the Registration Statement on Form SB-2 (the "Registration Statement"), which is being filed with the U.S. Securities and Exchange Commission under Section 5 of the Securities Act of 1933 (the "Securities Act") on or about the date hereof. The Registration Statement relates to a maximum of 1,106,000 shares (the "Shares") of common stock, $0.001 par value per share, being offered by the Company and certain selling stockholders of the Company listed in the Registration Statement, from time to time pursuant to Rule 415 of the Securities Act. In connection with this opinion, I have examined and relied on the Company's Articles and Certificate of Incorporation; the Company's Bylaws; minutes of the Company's corporate proceedings and unanimous written consents in lieu thereof, including the minutes and resolutions of the Board of Directors of the Company authorizing and approving the Registration Statement and the issuance of the Shares, as made available to me by the executive officers and directors of the Company; executed copies of such Registration Statement and all exhibits thereto in the form filed with the Commission; such other records, certificates, agreements, instruments and documents as I have deemed necessary or appropriate for purposes of the opinion hereinafter expressed; and such matters of law deemed necessary by me in order to deliver the within opinion. As to various questions of fact material to the opinion hereinafter expressed, I have relied, in part, and to the extent I have deemed necessary or appropriate, without independent check or verification of their accuracy, on the representations and warranties of the Company contained in the records, certificates, agreements, instruments and documents furnished or made available to me by the Company or the executive officers or other representatives of the Company, including, without limitation, the representations of the Company regarding receipt of consideration for the Shares (having a value not less than the par value of the Shares).

Board of Directors Fresh Ideas Media, Inc. March 6, 2006 Page 2 In the course of my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, subject to the assumptions, qualifications, limitations and exceptions set forth herein, and reliance on the statements of facts contained in the documents that I have examined, I am of the opinion that the Shares have been duly authorized and, upon effectiveness of the Registration Statement by order of the Securities and Exchange Commission (or upon the twentieth day following the filing of an amendment indicating the intention to become effective by operation of the terms of Section 8(a) of the Securities Act of 1933) and the necessary state securities authorities and upon delivery of the Shares to purchasers against payment therefor in the manner described in the Registration Statement, the Shares have been or will be validly issued, fully paid and nonassessable. The opinion expressed herein is limited to the federal laws of the United States of America and, to the extent relevant to the opinion expressed herein, the Colorado Revised Statutes ("CRS") and applicable provisions of the Colorado Constitution, and each case as currently in effect, and judicial decisions reported as of the date hereof and interpreting CRS and such provisions of the Colorado Constitution. This opinion is limited to the laws referred to above as in effect on the date hereof as to all facts as they currently exist. I hereby consent to the filing of this letter with the Commission as Exhibit 5.0 to the Registration Statement and to the reference to Cudd & Associates in the Registration Statement. In giving this consent, I am not admitting that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, CUDD & ASSOCIATES
/s/ Patricia Cudd -------------------Patricia Cudd

PC:das

Exhibit 10.0 LICENSE AGREEMENT THIS AGREEMENT made and entered into as of the 14th day of March, 2005, by and between Venitech, LLC, 5742 S. Nucla Court, Centennial, CO 80015, ("Licensor") and Fresh Ideas Media, Inc. a Nevada corporation, with offices located at 558 Castle Pines Pkwy Suite B4-158, Castle Rock, Colorado, 80108, ("Licensee") (together the "Parties"). W I T N E S SE T H WHEREAS, Licensor has developed a certain Business Concept, ("Business Concept") under Venitech, LLC, and as a result has developed certain methods of marketing the Business Concept including, but not limited to methods of selling, marketing, advertising, art and design concepts, forms, printing, agreements and other items relating to the Business Concept all herein collectively called Intellectual Property ("Intellectual Property".) WHEREAS, Licensor has filed, or will file, for the certain Registered Trademarks "Community Alliance" and "Our Best Wishes" and certain copyrighted material, pertaining to the Business Concept (as hereinafter defined) and has used and currently is using, the Trade Mark(s) and copyrighted materials in commerce and WHEREAS, Licensee desires to acquire the exclusive license to use the registered trademarks of "Community Alliance" and "Our Best Wishes" along with the Intellectual Property, related Trade Marks, when or if applied for and received, copyrighted materials and all aspects of the Business Concept ("Licensed Business") in a given territory and Licensor desires to grant to Licensee the exclusive right to use the registered trademark "Community Alliance" and "Our Best Wishes" and related Intellectual Property, Trade Marks, when or if applied for and when received, copyrighted materials and all aspects of the Business Concept in a given territory, and Whereas the following definitions shall apply: "Business Concept" means the overall description of the business created by the Licensor using the Trade Marks, Copyrighted Materials, Trade Secrets and Intellectual Property, thus creating a viable business. "Trademark(s)" "Licensed Marks" and "Copyright(s)" means any work containing Trade Marks that Licensor has or will apply for pertaining to the Business Concept, in particular "Community Alliance" and "Our Best Wishes" and/or copyrightable subject matter that Licensor owns or has the right to license to others that relates to the Licensed Business, including without limitation works registered with the Copyright Office of the United States or any foreign country or works for which an application to register the work with the Copyright Office of the United States or any foreign country has been filed. It is understood that Licensor may file for additional Trademarks pertaining to the Business Concept in the future and that if or when such trademarks are filed, such trademarks shall be included in the Business Concept and shall automatically become a part of this Agreement and therefore be licensed to the licensee. "Licensed Business" means the business using the Trade Marks, Copyrighted Materials, and Intellectual Property described herein in the course of business in the Licensed Territory. "Intellectual Property" means all of the methods of selling, marketing, advertising, art and design concepts, forms, printing, agreements, Trade Marks, copyrighted materials and other items and trade secrets relating to the Business Concept and improvements made thereto or in the future. "Advertising Product" means the custom take-home school folder publications, which are provided to schools as the vehicle to place advertisements for community businesses, custom greeting cards sent to consumers allowing advertisements for community businesses and other products developed by Licensor for advertising purposes. "Trade Secrets" means all items described under "Intellectual Property" which shall include all business methods developed by Licensor pertaining to the Business Concept, including methods of selling, marketing, advertising, art and design concepts, forms, printing, agreements and other items relating to the Business Concept, either existing now or developed in the future.

"Know-How" means the methods, skills, procedures, forms, and operations developed by Licensor as related to the Business Concept including all items described above under Intellectual Property and Trade Secrets that are known, possessed and used by Licensor as of the Effective Date of this Agreement and developed after the date of this Agreement and that relate to Business Concept and the License granted hereto. "Marketing Materials" means the documents, forms and literature provided to Licensee for the purpose of selling advertising to business, contracting with schools, and other uses relating to the Business Concept. "Publications and Designs" means folders, greeting cards, and other publications relating to the Business Concept and all graphic design services provided by the Licensor to the Licensee in relation to the Publications. "Territory" means the specific geographic area as described below in Article 4, under TOTAL TERRITORY. "Sub-license" means a license granted by the licensee to any person or company allowing them to use the Business Concept, Trade Secrets, Trade Marks, Intellectual Property, Know-How, Marketing Materials, Publications and Designs in a given territory, under the terms and as described in this Agreement. "Sub-license Territory" means any specifically defined area that Licensee determines is suitable for a territory to be sold to a Sub-licnese. "Subsidiary" means any corporation or other entity which is 100% directly or indirectly owned by Licensee. "Affiliate" means any corporation or other entity which is at least 50% owned by Licensee. "Annual Period" means each twelve (12) month period commencing on the signing of this Agreement and each 12 month period thereafter. Each 12 month period from the date of this Agreement shall constitute and be referred to herein as an "Annual Period". NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto covenant and agree as follows: ARTICLE 1 GRANT OF LICENSE Upon the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the term of this Agreement, and in the territory described below, the sole and exclusive right and license to use and develop the Business Concept, including Copyrights, Trade Marks, if and when applied for by Licensor, Intellectual Property and Know-how, in connection with developing and operating the Business Concept in the Territory and on all brand identifications, promotional material, publicity, sales, advertising, newspaper, magazine, and similar media presently existing or that may exist in the future, in connection solely with the creation, introduction, marketing, distribution, sale and advertising of the Business Concept. ARTICLE 2 LICENSE FEE For the grant of the License and the use of the Intellectual Property, Trade Marks, Copyrighted Material, Business Concept and Know-How as described herein, and the Territory as described herein, Licensee agrees to pay to Licensor a License fee of Thirty Thousand Dollars ($30,000.00). The amount of $30,000 shall be paid as follows: Ten Thousand Dollars ($10,000.00) to be paid on or before 120 days of the signing of this Agreement. In addition, Venitech, LLC shall receive thirty percent (30%) of every "Sub-license" fee received by Fresh Ideas Media, Inc. from every "Sub-license" sold until the total amount of thirty thousand ($30,000.00) is paid in full. Thereafter, Venitech, LLC shall receive an amount of Twenty Percent (20%) of every "Sub-license" sold by Fresh Ideas Media, Inc. Payments shall be made to Venitech, LLC by Fresh Ideas Media, Inc. within 10 days from the time that any payment has been received from a Licensee as payment toward the License purchased by that Licensee. All payments to be paid to Licensor pursuant to this Agreement shall be sent or delivered to Licensor at its notice address as hereinafter specified and shall be in United States currency. Any payment not mailed by certified mail by licensee or otherwise delivered to licensor on or before the date by which that payment is to be paid shall be

delinquent and overdue and shall be cause to revoke this Agreement under terms described herein. ARTICLE 3 TOTAL TERRITORY The TOTAL TERRITORY granted to the Licensee by the Licensor by this Agreement shall be the entire United States, with the exception of the states of Colorado, Texas, Florida, Nebraska and Oklahoma. It is expressly understood and agreed by the parties that the Licensee will not, at any time, allow the Business Concept or any part of the Business Concept, to be used in the above 5 states, whether by the Licensee, any affiliate or subsidiary or by any Sub-licensee. Any use of the Business Concept or any part of the Business Concept in the above 5 states, by the Licensee, any affiliate or subsidiary of the Licensee or any Sub-licensee of the Licensee shall make this Agreement null and void and the Licensor shall have the right to cancel this Agreement and take over the entire territory granted by this Agreement. ARTICLE 4 DEFINED SUB-LICENSE TERRITORIES Licensor and Licensee has defined a possible minimum of 98 defined Sub-licensee Territories within the Total Territory granted to Licensee. However, it is understood that the proposed License Territories are simply proposed and may change. The Sub-license Territories shall be defined at the total discretion of the Licensee. ARTICLE 5 GRANTING OF SUB-LICENSE Licensee may, during the term of this Agreement, grant to third party, whether an individual or a company, the rights to the Business Concept, including the use of the Intellectual Property, Trade Marks, Copyrighted Material, Business Concept and Know-How as described herein, in a given territory, providing that the Sub-licensee abides by the terms of the Sub-license Agreement provided by the Licensee to the Sub-licensee and that the Sub-licensee does nothing contrary to the terms of this Agreement. Any Sub-license granted by the Licensee shall not conflict in any way with this Agreement. A suitable Sub-license Agreement to be used by the Licensee shall be presented to the Licensor for approval by Licensor. The Licensed Marks, either applied for or to be applied for by Licensor of "Community Alliance" and "Our Best Wishes" or any derivatives thereof may not be used in any way other than as described in this Agreement and any Sub-license Agreement as agreed to by the Licensor. Licensee is not entitled to create, reproduce, publish, sell, distribute, transmit, download or otherwise use any "Electronic Media" containing the "Licensed Marks", or to license any party to do any of the foregoing, except solely under a Sub-license as agreed to by Licensor. "Electronic Media" includes, but is not limited to, all forms of electronic, magnetic, digital, optical and laser-based information storage and retrieval systems, floppy diskette-based software, CD-ROM, interactive software and compact discs, ROM Card, silicon chip, on-line electronic or satellite-based data transmission and other such systems, and any other device or medium for electronic reproduction, publication, distribution or transmission, whether now or hereafter known or developed, without the express written consent of the Licensor. ARTICLE 6 MINIMUM PROFORMANCE BY LICENSEE It is hereby understood and agreed that the minimum number of Sub-licensee Agreements that the Licensee is obligated to sell within the first twelve (12) month period starting at the signing of this Agreement shall be three (3). If a minimum of three Sub-licensee Agreements are not sold by the Licensee during the 12 month period, Licensor, at their option, may consider this Agreement null and void and will have the right to sell a License in all or any part of the Territory. Thereafter, for any 12 month period, the Licensor agrees to sell a minimum of four (4) Sub-licenses. ARTICLE 7 EXCLUSIVITY OF LICENSE Licensor will not grant any other license effective during the term of this Agreement for the use of the Business Concept or any part thereof to any other individual or company, in the Territory granted under this license, so

long as this Agreement is in place and has not been breeched by the Licensee. Licensor may use or grant others the right to use the Business Concept and anything pertaining thereto, in the states of Colorado, Texas, Florida, Nebraska and Oklahoma. ARTICLE 8 TERM OF THE AGREEMENT Subject to the rights of termination set forth in this Agreement, the initial term of this agreement shall commence on the date hereof and shall terminate on May 15, 2010. Licensee shall have the right to renew this Agreement for an additional three-year period provided: A. Guaranteed Minimum sales of Sub-license Agreements are sold as per Article 6 of this Agreement. B. All fees which are due and payable by the Licensee to the Licensor are paid as per the terms of this Agreement. C. Licensee is not otherwise in default hereunder; D. Licensee gives Licensor notice in writing of its intent to renew no later than January 15, 2010. ARTICLE 9 CONFIDENTIALITY The Parties acknowledge that all non-public information relating to the business and operations of Licensor and Licensee which they learn or have learned from the other during or prior to the term of this Agreement is confidential. The Parties acknowledge the need to preserve the confidentiality and secrecy of such information and agree that, both during the term of this Agreement and after the expiration or termination hereof, they shall not use or disclose same, and shall take all reasonable steps to preserve in all respects such confidentiality and secrecy, it being understood that a Party shall have complied with the foregoing obligation if such Party understands at least the same measures and precautions it uses to safeguard its own confidential information. The provisions of this paragraph shall not apply with respect to: A. any information that is granted to a Sub-licensee under a Sub-licensee Agreement and is a part of the Business Concept as described herein. B. any information that is generally available to the public other than as a result of disclosure in violation of the foregoing; C. any information that is known to Licensor prior to disclosure by Licensee or independently developed by Licensor; D. any otherwise confidential information that is disclosed to Licensor by a third party and such disclosure by the third party is not, to the best knowledge of Licensor, in violation of any confidentiality agreement of that party to Licensee; or E. information that is required to be disclosed by judicial or administrative order or required to be disclosed to enforce the terms and conditions hereof. The provisions of this paragraph shall survive the expiration or termination of this Agreement. ARTICLE 10 DUTIES OF LICENSEE Best Efforts. During the term of this Agreement, Licensee will use its best efforts to exploit the rights herein granted throughout the Territory and develop the Business Concept in each state granted under this Licensee Agreement, and/or sub-license the Business Concept in every state granted under this License Agreement. Licensee shall use the "Licensed Marks" if or when applied for and received, and conduct its business under the "Licensed Marks" in a manner designed to enhance the reputation and integrity of the "Licensed Marks" and the goodwill associated therewith. Licensee shall not take any action that in any way might tend to diminish or disparage the value, goodwill, or

reputation of the Business Concept, "Licensed Marks" or Licensor. Licensee shall be solely responsible for ensuring that all uses of the Business Concept or any part thereof, including the "Licensed Marks" by any of Sub-licensee's comply with applicable law. Licensee and/or any Sub-licensee shall have the responsibility of paying any city, county state and/or federal taxes which may become due as a result of their activities relating to this Agreement or any Sub-license Agreement. ARTICLE 11 DOMAIN NAMES Licensee shall not register any Domain Names or domain names incorporating the Business Concept or the "Licensed Marks", or any name or mark similar to the "Licensed Marks", with any domain name registrar, without the express written consent of the Licensor. ARTICLE 12 INDEMNIFICATION A. Licensee agrees to defend, indemnify and hold harmless Licensor, its principals, directors, officers, employees, and/or agents from and against any and all liabilities, penalties, claims, demands, suits, and causes of action of any nature whatsoever, whether groundless or otherwise, and any and all damages, costs, and expenses sustained or incurred (including cost of defense, settlement, and reasonable attorneys' fees), asserted by or on behalf of any person or entity arising out of the production, marketing, distribution, use, offer for sale, or sale of any Products and/or products and materials under the Intellectual Property by Licensee or under this Agreement, or out of any breach of representation or warranty by Licensee, or out of the negligent acts or omissions or Licensee, its agents, representatives, and/or employees in connection with the production, manufacture, distribution, use, offer for sale, or sale of any Product and/or products and materials under the Intellectual Property by Licensee or under this Agreement. Further, Licensee must defend any such actions with counsel of its own choosing. The provisions of this paragraph and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement. B. Licensor agrees to defend, indemnify and hold harmless Licensee, its principals, directors, officers, employees, and/or agents from and against any and all liabilities, penalties, claims, demands, suits, and causes of action of any nature whatsoever, whether groundless or otherwise, and any and all damages, costs, and expenses sustained or incurred (including cost of defense, settlement and reasonable attorneys' fees), asserted by or on behalf of any person or entity arising out of an allegation of superior rights by a third party in and to the Business Concept or any part thereof. Further, Licensor may defend any such actions with counsel of its own choosing, has the right to settle or compromise any such dispute or action when in its sole judgment settlement or compromise is warranted, and has the sole right to decide whether to appeal any adverse decision of a tribunal in any action. The provisions of this paragraph and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement. C. Licensor will give Licensee notice of any action, claim, suit or proceeding in respect of which indemnification may be sought and Licensee shall defend such action, claim, suit or proceeding on behalf of Licensor. In the event appropriate action is not taken by Licensee within thirty (30) days after its receipt of notice from Licensor, then Licensor shall have the right, but not the obligation, to defend such action, claim, suit or proceeding. Licensor may, subject to Licensee's indemnity obligation under subparagraph A above, be represented by its own counsel in any such action, claim, suit or proceeding. In any case, the Licensor and the Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other in all respects in connection with any such defense as is made. Nothing contained in this paragraph shall be deemed to limit in any way the indemnification provisions of the subparagraph A above except that in the event appropriate action is being taken by Licensee by counsel reasonably acceptable to Licensor, with respect to any not-trademark or intellectual property, action, claim, suit or proceeding. Licensor shall not be permitted to seek indemnification from Licensee for attorneys' fees and expenses incurred without the consent of Licensee. In connection with the aforesaid actions, claims and proceedings, the parties shall, where no conflict of interest exists, seek to be represented by common reasonably acceptable counsel. In connection with actions, claims or proceedings involving trademark or other intellectual property matters which are subject to indemnification hereunder, Licensor shall at all times be entitled to be represented by its own counsel, for whose reasonable fees and disbursements it shall be entitled to indemnification hereunder.

ARTICLE 13 LICENSED MARK(S), BUSINESS CONCEPT, DOMAIN NAMES Licensee acknowledges that (i) Licensor.is the owner of the Business Concept, Intellectual Property, "Licensed Marks" pertaining to the Business Concept, when and if applied for, and Domain names in the Territory, (ii) the rights of Licensor in the Business Concept, Intellectual Property, "Licensed Marks" and Domain Names are valid and enforceable. Licensee covenants and agrees not to challenge Licensors' ownership of the Business Concept, Intellectual Property, "Licensed Marks", and Domain Name. Licensee shall not attempt to acquire any ownership rights in the Business Concept, Intellectual Property, "Licensed Marks" or Domain Names or any other right adverse to Licensors' interests in the Business Concept, Intellectual Property, "Licensed Marks" or Domain Names. Nothing herein shall be deemed, intended, or implied to constitute a sale or assignment of any part of the Business Concept, including the Intellectual Property, the "Licensed Marks" or Domain Names to Licensee. Licensee agrees that its use of the Business Concept, Intellectual Property, "Licensed Marks" or Domain Names under this Agreement shall inure to the benefit of Licensors, and this Agreement does not confer on Licensee any goodwill or ownership interest in the "Licensed Mark", other than as implied by this Agreement. Licensee hereby covenants that it shall not: (i) use the "Licensed Marks" pertaining to the Business Concept, if and when applied for and received by Licensor, in any way that may tend to impair their validity as proprietary Trade Marks or service "Licensed Marks"; (ii) take any action that would jeopardize or impair Licensor's ownership of the "Licensed Marks" or the legality and/or enforceability of the "Licensed Marks", or Licensor's right to use the "Licensed Marks"; (iii) either directly or indirectly, apply for the registration or renewal of registration of the "Licensed Marks" or any variation thereon, or any trademark, service mark, domain name, or other matter which contains or is similar to, the "Licensed Marks", without the prior written consent of Licensors; (iv) or attempt to register in any jurisdiction, directly or indirectly, any trademarks, service marks, domain name, or other matter containing or similar to any trademarks, service marks, domain name, or name as to which Licensors or their Affiliates have any registration or proprietary rights; or (v) sub-license any of the "Licensed Marks", except as permitted by this Agreement. Licensee shall not join any name or names with the Licensed Mark(s) so as to form a new mark, unless and until Licensor consents thereto in writing. Licensee acknowledges the validity of the Licensed Mark(s), the secondary meaning associated with the Licensed Mark(s), and the rights of Licensor with respect to the Licensed Mark(s) in the Territory in any form or embodiment thereof and the goodwill attached or which shall become attached to the Licensed Mark(s) in connection with the business and goods in relation to which the same has been, is or shall be used. Sales by Licensee and any Sub-licensee shall be deemed to have been made by Licensor for purposes of trademark registration and all uses of the Licensed Mark(s) by Licensee and or any Sub-licensee shall inure to the benefit of Licensor. Licensee shall not, at any time, do or suffer to be done, any act or thing which may in any way adversely affect any rights of Licensor in and to the Licensed Mark (s) or any registrations thereof or which, directly or indirectly, may reduce the value of the Licensed Mark(s) or detract from its reputation. Notwithstanding anything to the contrary contained herein, all uses of the Licensed Mark(s), materials using or incorporating the Licensed Mark(s) and items used in connection with the Licensed Mark(s) are subject to Licensor's review and approval. The "Licensed Mark(s)" may only be used under the License in the same manner, including in the same style, typeface, and graphic appearance, as supplied by Licensor. Notwithstanding any other provision of this Agreement, Licensee may not combine the "Licensed Mark(s)" with any other trademark or service mark (including any logo, design, or symbol), domain name (except for the Domain Names), name, prefix or suffix, or any other modifying word or term or matter without Licensors' prior written approval. Upon the expiration or termination of this Agreement for any reason, Licensee, except as specified below, will immediately discontinue use of the Licensed Marks, will not resume the use thereof or adopt any colorable imitation of the Licensed Mark or any of its parts. ARTICLE 14 INFRINGEMENT. Licensee shall immediately notify Licensor of any unauthorized use and/or suspected infringement of the Business Concept, Intellectual Property or Licensed Marks. Such notification on shall include, without limitation, immediately forwarding to Licensor any and all documents relating to any such unauthorized use or suspected infringement and providing Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringement. Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition, or other action with respect to any unauthorized use or suspected infringement. Licensor shall have the sole discretion to determine how to handle or otherwise deal with any infringement or

unauthorized use of the Intellectual Property , including the right to settle or otherwise compromise any dispute or suit and shall promptly notify Licensee of its decision. Licensor shall have no duty to initiate such litigation if in its sole judgment such litigation is not wanted or is not in its best interests. Licensee agrees that it shall, at all times, reasonably cooperate with Licensor and its counsel, with respect to any unauthorized use or suspected or alleged infringements at Licensor's expense, including, but not limited to, having Licensee's principals, directors, employees, officers, and/or agents testify, and making available any records, papers, information, specimens, and the like when requested by Licensor. Licensee may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prow its own interests. If Licensor decides in its discretion not to take any action with respect to an unauthorized use or suspected infringement, then Licensor may, at its own option and sole expense, take such action on its our behalf as it deems appropriate and any damages, recovery, settlement, or compromise obtained thereby shah be for the account of Licensee. Any damages and/or recovery received pursuant to such litigation or settlement or compromises shall be the sole and exclusive property of Licensor. ARTICLE 15 TERMINATION. If Licensor, on the one hand, or Licensee, on the other, fails to discharge a material obligation or to correct a material default hereunder, Licensee or Licensors, respectively, may give written notice to such other Party specifying the material obligation or material default and indicating an intent to terminate this Agreement if the material obligation is not discharged or the material default is not cured. The Party receiving such notice shall have sixty (60) days from the date of receipt of such notice to discharge such material obligation or cure such material default. If such material obligation is not discharged or such material default is not cured by the end of such sixty (60) day period, the non-defaulting Party may terminate this Agreement immediately by written notice given at any time after the end of such period; provided that the material obligation has not been discharged or the material default is continuing on the date of such termination notice. Licensor shall have the right to terminate this Agreement upon thirty (60) days written notice to Licensee in the event that Licensee has not sold a minimum of four Sub-licenses within a 12 month period from the signing of this Agreement and a minimum of eight Sublicenses for each 12 month period thereafter, during the life of this Agreement. Upon the expiration or termination of this Agreement, Licensee will promptly discontinue any and all use of the Trade Mark, Intellectual Property, copyrighted materials and all other aspects of the Business Concept. Upon the expiration or termination of this Agreement, Licensee will, destroy and/or delete the Intellectual Property from all of Licensee's publications, stationery, business cards, promotional materials, computer hard-drives, and all other documents related to the Business Concept. Any amounts paid by the Licensee up to the termination of the Agreement, for whatever reason, shall be non-refundable. ARTICLE 16 RIGHTS ON EXPIRATION OR TERMINATION A. If this Agreement expires or is terminated for any reason, Licensee shall cease to use any part of the Business Concept, Intellectual Property or "Licensed Mark". B. In the event of termination in accordance with Article 18 above, Licensee shall pay to Licensor, the Sales Royalty or any other fees then owed to Licensor pursuant to this Agreement or otherwise. C. Notwithstanding any termination in accordance with Article 18 above, Licensor shall have and hereby reserve all rights and remedies which it has, or which are granted to it by operation of law, to enjoin the unlawful or unauthorized use of the Business Concept, Intellectual Property or Licensed Mark, and to collect any amounts due and payable by Licensee pursuant to this Agreement and to be compensated for damages for breach of this Agreement. D. All Sub-Licenses sold will be assigned to the "Licensor". ARTICLE 17 NOTICES (A) To be effective, unless otherwise specified in this Agreement, all notices and demands, consents, and other communications under this Agreement must be in writing and must be given by (a) depositing the same in the

United States mail, postage prepaid, certified or registered, return receipt requested, (b) delivering the same in person and receiving a signed receipt therefore, (c) sending the same by a nationally recognized overnight delivery service, or (d) telecopy (promptly confirmed by telephone and followed by personal or nationally recognized overnight delivery). For purposes of notices, demands, consents, and other communications under this Agreement, the addresses of the Parties (and their respective counsel (B) Notices, demands, consents, and other communications mailed in accordance with the foregoing clause (a) shall be deemed to have been given, made, and received three (3) Business Days following the date so mailed. Notices, demands, consents, and other communications given in accordance with the foregoing clauses (b) and (d) shall be deemed to have been given, made, and received when sent on a Business Day or, if not a Business Day, then the next succeeding Business Day. Notices, demands, consents, and other communications given in accordance with the foregoing clause (c) shall be deemed to have been given, made, and received when delivered or refused on a Business Day or, if not a Business Day, then the next succeeding Business Day. Any Party may designate a different address to which notices or demands shall thereafter be directed and such designation shall be made by written notice given in the manner hereinabove required, provided that at all times each Party shall be required to maintain a notice address in the continental United States. Notices shall be sent to:
If to Licensor: Venitech, LLC 5742 Nucla Court Centennial, CO 80015 Telephone: 720-394-3522 Facsimile: 303-568-7805 Attention: Robert McCorkle Fresh Ideas Media, Inc. 558 Castle Pines Pkwy, Suite B4-158 Castle Rock. Colorado 80108 Telephone: 303-814-0076 Facsimile: 303-730-7947

If to Licensee:

Notice of the change of any such address shall be duly given by either party to the other in the manner herein provided. ARTICLE 18 COMPLIANCE WITH LAW Licensee shall comply in all material respect with all applicable Laws now and hereinafter enacted in connection with the Business Concept, its use of the "Licensed Marks", and the performance of its other obligations under this Agreement. Licensee, at its sole expense, shall be responsible for obtaining and maintaining all licenses, permits, and regulatory approvals which are required by any Governmental Entity with respect to this Agreement and to comply in all material respect with any requirements of such Governmental Entity. Licensee shall furnish Licensors with written evidence from such regulatory authorities of any such licenses, permits, clearances, authorizations, or regulatory approvals at Licensors' request. Any Sub-license granted by the Licensee, likewise shall be responsible for obtaining any permits, licenses, or regulatory approvals, if required, in their respective territory. Licensee shall furnish Licensors with written evidence from such regulatory authorities of any such licenses, permits, clearances, authorizations, or regulatory approvals at Licensors' request. ARTICLE 19 INTELLECTUAL PROPERTY PROTECTION Licensee shall, at its own expense, notify Licensors, within ten (10) Business Days after it becomes aware thereof, of (i) any use, application to register, or registration of any word, name, phrase, term, logo, or design, or any combination of any of the foregoing, that might constitute infringement or other violation of the "Licensed Marks"; or (ii) any claim of any rights in a Mark, or in any confusingly similar mark, adverse to Licensors' interests in and to such Mark, or any claim that Licensee's use of a Mark infringes or otherwise violates the rights of any other Person.

Licensee agrees, at its own expense and as Licensors may reasonably request, to (i) cooperate fully with Licensors in the prosecution and elimination of any infringement or other violation of the "Licensed Mark(s)", including, but not limited to, joining in a suit or proceeding against a Person making such infringing or other violating use; and (ii) execute any further agreements or documents as may become necessary or useful in connection therewith. ARTICLE 20 ASSIGNABILITY. Neither this Agreement nor the license or other rights granted hereunder may be assigned, sublicensed or transferred by Licensee, whether to a Subsidiary or Affiliate except as approved by Licensor in advance, in writing, which approval will not be unreasonably denied. This Article does not apply to the rights granted to a Sub-licensee by the Licensee, in a particular Territory, under the terms of a standard sub-license agreement. Licensor retains the right to assign any and all of its rights and interests in this Agreement and the Intellectual Property subject to the limitations set forth herein. This Agreement shall be binding upon any such assignee as well as upon any successor of Licensor in ownership or control of the intellectual Property. Other than the license granted herein, all right, title, and interest in and to the Intellectual Property is owned and expressly reserved by Licensor for its own use and benefit subject to the terms and conditions of this Agreement. Except as relates to the enforcement of any rights granted to Licensee hereunder, Licensee will not at anytime challenge the validity or enforceability of the Intellectual Property and/or of any registrations thereof, or challenge the Licensor's ownership right, tide, or interest in or to the Intellectual Property or that of any successor, assignee, affiliate, or subsidiary of Licensor. ARTICLE 21 REMEDIES FOR BREACH Licensee acknowledges and agrees that (i) the Business Concept, including Intellectual Property and Trade Mark constitute valuable property of Licensors and have acquired a valuable reputation and goodwill; (ii) violation by Licensee or its directors, officers, employees, agents, subcontractors, or Sub-licensees of any provision of this Agreement may cause Licensors irreparable injury not compensable by money damages for which Licensors may not have an adequate remedy at law; and (iii) if Licensors institute an action or proceeding to enforce the provisions of this Agreement and seek injunctive or other equitable relief as may be necessary to enjoin, prevent, or curtail any breach thereof, threatened or actual, then Licensors shall not be required to prove irreparable injury, and shall be entitled to such relief without the posting of any bond or other security. ARTICLE 22 RESOLUTION OF DISPUTES This Agreement shall be governed by and interpreted in accordance with the laws of the state of Colorado. The parties agree that the procedures set forth herein shall be the exclusive means for resolving any claim, dispute, or controversy arising from or relating to this Agreement, whether sounding in contract, tort, equity, or otherwise, including any dispute over the validity and/or scope of this Section or of any other aspect of this Agreement. Any dispute arising under this Agreement will be first referred for resolution to each party's respective management designee. To the extent that such designees cannot resolve the dispute within ten (10) business days of referral to them, the parties agree to try in good faith to settle the dispute by non-binding mediation under the Commercial Mediation Rules of Judicial Arbitration and Mediation Services, Inc. ("JAMS"). Any and all mediation hearings shall be held in Denver County, Colorado, unless the parties agree otherwise. If and to the extent after five (5) days of mediation with the mediator, the dispute is not settled, or if the mediator declares an impasse prior to the end of the five (5) day period, then and only then the aggrieved party may pursue arbitration as set forth herein. Any arbitration hereunder shall be conducted under the Dispute Resolution Rules of JAMS as modified herein. Arbitration proceedings shall take place in Denver County, Colorado, before a single arbitrator who shall be a lawyer. The parties shall request that JAMS provide them with a list of five (5) arbitrators and each party, beginning with Licensee, shall alternately strike one name from such list until one arbitrator remains and such arbitrator shall conduct the proceedings. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority.

Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. In connection with any arbitration provisions hereunder, each party shall have the right to take the deposition of up to two individuals and any expert witness retained by the other party. Additional discovery may be had only where the arbitrator so orders, upon a showing of substantial need. Only evidence that is directly relevant to the issues may be obtained in discovery. Each party bears the burden of persuasion of any claim or counterclaim raised by that party. The arbitration provisions of this Agreement shall not prevent any party from obtaining injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations for which such party may obtain provisional relief pending a decision on the merits by the arbitrator. Each of the parties hereby consents to the jurisdiction of Colorado courts for such purpose. The arbitrator shall have authority to award any remedy or relief that a court of the State of Colorado could grant in conformity to applicable law, except that the arbitrator shall have no authority to award attorneys' fees or punitive damages. Any arbitration award shall be accompanied by a written statement containing a summary of the issues in controversy, a description of the award, and an explanation of the reasons for the award. The arbitrator's award shall be final and judgment may be entered upon such award by any court. ARTICLE 23 EFFECT OF TERMINATION (a) Upon the expiration or termination of this Agreement for any reason: (i) Subject to the terms of this Agreement, Licensee's License immediately and automatically shall terminate, and all rights in the Business Concept, including the Intellectual Property, including any "Licensed Mark" granted to Licensee under this Agreement shall revert to Licensor; and (ii) Licensee shall, within sixty (60) days from the termination of this Agreement (such period, the "Transitional Period"), discontinue using the "Licensed Marks" and remove the "Licensed Mark" from all promotional and advertisement materials, stationery, computer and electronic systems (including all Internet websites), and any and all documents (whether in written, electronic, optical, or other form) in the possession or control of Licensee, and during the Transitional Period (the last day of such period being the "Cessation Date") all of the obligations of Licensee hereunder shall remain in force; provided, however, that Licensee shall not be required to remove the "Licensed Marks" from internal business records. ' (b) Upon expiration of the Transitional Period, Licensee shall: (i) destroy all materials utilizing the "Licensed Marks" and provide confirmation of same to Licensors; (ii) not use any trademark, service mark, domain name, or name that is confusingly similar to or dilutive of the "Licensed Marks", and at Licensors' request Licensee will assign any rights to the "Licensed Marks" to one or more of the Licensors or an Affiliate of one of the Licensors, as requested by Licensors; (iii) remove all content from any Internet website corresponding to the Domain Names, and shall (x) post, at the request of Licensors and subject to the prior written approval of Licensors, a notice or legend which shall state that the license granted hereunder has been terminated and any other information reasonably requested by Licensors, including hypertext links to one or more of Licensors', or its Affiliates', other Internet websites; or (y) redirect the Domain Names to a website of Licensors' choosing; (iv) take all steps necessary, and fully cooperate with Licensors and/or their Affiliates, to remove the "Licensed Marks" from Licensee's trade and assumed names and Sub-licensee's corporate names and cancel any recordation of such names with any Governmental Entity; and (v) change any corporate, trade, and assumed name that uses the "Licensed Marks" to a name that does not include the "Licensed Marks" or any variation, derivation, or colorable imitation thereof. ARTICLE 24 MISCELLENOUS (A) RIGHT AND AUTHORITY: The Parties respectively represent and warrant that they have full right, power and authority to enter into this Agreement and perform all of their obligations hereunder and that they are under no legal impediment which would prevent their signing this Agreement or consummating the same. Licensor

represents and warrants that it has the right to license Licensee the Business Concept including the Licensed Marks, when and if granted, and that Licensor has not granted any other existing license to use the Licensed Marks on products covered hereunder in the Territory and that no such license will be granted during the term of this Agreement except in accordance with the provisions hereof. Not withstanding anything to the contrary contained in this Agreement, Licensor shall not have the right to negotiate or enter into agreements with third parties pursuant to which it may grant a license to use prior to the termination or expiration of this Agreement. (B) RELATIONSHIP OF THE PARTIES: This Agreement does not create a partnership, joint venture, or agency relationship between the parties, and neither Licensee nor Licensor shall have the right, power, or authority to act as a legal representative of the other, and neither party shall have any power to obligate or bind the other, or to make any representations, express or implied, on behalf of or in the name of the other in any manner or for any purpose. This Article shall also apply to any Sub-licensee which may enter into an agreement with the Licensee. (C) VOID PROVISIONS: If any provision or any portion of any provision of this Agreement shall be held to be void or unenforceable, the remaining provisions of this Agreement and the remaining portion of any provision held void or unenforceable in part shall continue in full force and effect. (D) LIMITATION OF LIABILITY: Notwithstanding anything to the contrary contained herein, in the event Licensee incurs any expenses, damages or other liabilities (including, without limitation, reasonable attorneys' fees) in connection with the breach by Licensor of any term or provision hereof, Licensor's liability to Licensee thereunder shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to Licensor by Licensee hereunder. (E) CONSTRUCTION: This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement shall be construed as if those words or phrases were never included in this Agreement, and no implication or inference shall be drawn from the fact that the words or phrases were so stricken out or otherwise eliminated. (F) FORCE MAJEURE: Neither party hereto shall be liable to the other for delay in any performance or for the failure to render any performance under the Agreement (other than payment or any accrued obligation for the payment of money) when such delay or failure is by reason of lockouts, strikes, riots, fires, explosions, blockade, civil commotion, epidemic, insurrection, war or warlike conditions, terrorism or threat of terrorism, the elements, embargoes, act of God or the public enemy, compliance with any law, regulation or other governmental order, whether or not valid, or other similar causes beyond the control of the party effected. The party claiming to be so affected shall give notice to the other party promptly after it learns of the occurrence of said event and of the adverse results thereof. Such notice shall set forth the nature and extent of the event. The delay or failure shall not be excused unless such notice is so given. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement if the other party is unable to perform any or all of its obligations hereunder for a period of six (6) months by reason of said event as if the date of termination were the date set forth herein as the expiration date hereof. If either party elects to terminate this Agreement under this paragraph, Licensee shall have no further obligations for the License Fee beyond the date of termination (which shall be prorated if less than an Annual Period is involved) and shall be obligated to pay any Sales Royalty which is then due or becomes due. (G) BINDING EFFECT: This Agreement shall inure to the benefit of and shall be binding upon the parties, their respective successors, Licensor's transferees and assigns and Licensee's permitted transferees and assigns. (H) CAPTIONS: The captions used in this Agreement have been inserted only for reference purposes. The captions and order of such captions shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning, or intent of any of the provisions and/or terms of this Agreement nor shall any captions be given any legal effect. (I) WAIVER INTEGRATION, ALTERATION: No provision of this Agreement shall be deemed to have been waived unless such waiver is contained in a written notice given to the Party claiming such waiver has occurred. A waiver or consent, express or implied, of or to any breach or default by any Person in the performance by that

Person of its obligations with respect to this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to this Agreement. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to this Agreement, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run. Acceptance of payments by Licensor shall not be deemed a waiver by Licensor of any violation of or default under any of the provisions of this Agreement by Licensee. (J) MODIFICATION OF AGREEMENT: Any modification or amendment of this Agreement shall be effective if made in writing and signed by both parties. (K) ILLEGAL OR UNENFORCEABLE: If, any part, term, or provision of this Agreement shall he found illegal, unenforceable, or in conflict with any valid controlling Law, the validity of the remaining portions of any provisions, and any other provisions in this Agreement, shall not be affected thereby. (L) THIRD PARTIES: Third Parties. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person, corporation or other entity other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement. (M) ASSIGNMENT/DELEGATION: Licensee shall not assign or delegate or otherwise transfer their obligations under this Agreement without the prior written consent of Licensor. Any assignment or other transfer in violation of the foregoing sentence shall be void and of no force and effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. (N) PARAGRAPH HEADINGS: The paragraph headings in this Agreement are for convenience of reference only and shall be given no substantive effect. (O) COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument. (P) INVALIDITY: Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability without invalidating the remainder of such invalid, illegal, or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable. (Q) AMENDMENT: Except as expressly provided herein, this Agreement may be amended only by a written agreement executed by all of the Parties. Following such amendment, this Agreement, as amended, shall be binding upon the Parties. (R) EFFECT OF WAIVER AND CONSENT: No provision of this Agreement shall be deemed to have been waived unless such waiver is contained in a written notice given to the Party claiming such waiver has occurred. A waiver or consent, express or implied, of or to any breach or default by any Party in the performance by that Party of its obligations with respect to this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Party of the same or any other obligations of that Party with respect to this Agreement. Failure on the part of a Party to complain of any act of any Party or to declare any Party in default with respect to this Agreement, irrespective of how long that failure continues, does not constitute a waiver by that Party of its rights with respect to that default until the applicable statute-of-limitations period has run. (S) HEADINGS: The headings of the Articles and Sections herein are inserted for convenience (T) INTERPRETATION: Each definition in this Agreement includes the singular and the plural. The words "include" or "including" when used in this Agreement shall mean "including, without limitation". The word "or" shall not be exclusive. Except as otherwise stated, reference to Articles, Sections, Schedules and Exhibits means the Articles, Sections, Schedules and Exhibits of this Agreement. The Schedules and Exhibits are hereby incorporated by reference into and shall be deemed a part of this Agreement.

(U) SEVERABILITY: If, any part, term, or provision of this Agreement shall be found illegal, unenforceable, or in conflict with any valid controlling Law, the validity of the remaining portions of any provisions, and any other provisions in this Agreement, shall not be affected thereby. (V) GOVERNING LAW: THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO THE CHOICE OF LAWS OR RULES THEREOF, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Any legal suit, action, or proceeding against any of the Parties arising out of or relating to this Agreement shall only be instituted in any federal or state court in Denver, Colorado, and each Party hereby irrevocably submits to the exclusive jurisdiction of any such court in any such suit, action, or proceeding. The Parties hereby agree to venue in such courts and hereby waive, to the fullest extent permitted by law, any claim that any such action or proceeding was brought in an inconvenient forum. Each of the Parties hereby irrevocably waives all right to trial by jury in any suit, action, or proceeding arising out of or relating to this Agreement. (W) ENTIRE AGREEMENT: This Agreement contains the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, supersedes all other agreements, representations, understandings, and warranties, express or implied, oral or written understandings and agreements relating thereto concerning the Business Concept and any part thereof, and may not be modified, discharged or terminated, nor may any of the provisions hereof be waived, orally. SIGNATURES VENITECH, LLC By: Robert McCorkle
/s/ Robert McCorkle -----------------------------------Robert McCorkle - Managing Director Date: March 14, 2005

FRESH IDEAS MEDIA, INC. By: Phil E. Ray
/s/ Phil E. Ray -----------------------------------Phil E. Ray, President Date: March 14, 2005

Exhibit 10.1 PERMISSION FOR ASSIGNMENT OF LICNESE AGREEMENT WHEREAS, Fresh Ideas Media, Inc. a Nevada Corporation, did, on March 14, 2005, enter into a License Agreement with Venitech, LLC, a Colorado corporation, which License Agreement gave Fresh Ideas Media, Inc. certain license rights throughout the United States to a certain Business Concept involving "School Folders" and other products, including, but not limited to methods of selling, marketing, advertising, art and design concepts, forms, printing, agreements and other items relating to the Business Concept and referred to collectively as Intellectual Property, and such License Agreement also included the Registered Trademarks, "Community Alliance" and "Our Best Wishes" and WHEREAS, Fresh Ideas Media, Inc. desires to assign the License Agreement entered into by Fresh Ideas Media, Inc. and Venitech, LLC to Community Alliance, Inc. and Community Alliance, Inc. desires to accept the assignment, and in so doing, accept all responsibilities associated with the License Agreement, and does hereby accept all terms of the License Agreement, and all amendments thereto in the future, including any and all payments required to be paid under the License Agreement. THEREFORE, Venitech, LLC does, under Article 24, Paragraph M of the License Agreement, hereby grant permission to Fresh Ideas Media, Inc. to assign the License Agreement to Community Alliance, Inc., providing that Community Alliance, Inc. does agree to comply and fulfill all terms of the License Agreement. Venitech, LLC
By: /s/ Robert McCorkle --------------------------------Robert McCorkle - Acting Director March 24, 2005

Date:

Exhibit 10.2 ASSIGNMENT OF LICENSE AGREEMENT This Assignment of License Agreement is entered into this 24th day of March, 2005, by and between Fresh Ideas Media, Inc. a Nevada corporation and Community Alliances, Inc., a Nevada corporation. WHEREAS, Fresh Ideas Media, Inc. a Nevada Corporation, did, on March 14, 2005, enter into a License Agreement with Venitech, LLC, a Colorado corporation, which License Agreement gave Fresh Ideas Media, Inc. certain license rights throughout the United States to a certain Business Concept involving "School Folders" and other products, including, but not limited to methods of selling, marketing, advertising, art and design concepts, forms, printing, agreements and other items relating to the Business Concept and referred to collectively as Intellectual Property, and such License Agreement also included the Registered Trademarks, "Community Alliance" and "Our Best Wishes" and WHEREAS, Fresh Ideas Media, Inc. desires to assign the License Agreement entered into by Fresh Ideas Media, Inc. and Venitech, LLC to Community Alliance, Inc. and Community Alliance, Inc. desires to accept the assignment, and in so doing, accept all responsibilities associated with the License Agreement, and does hereby accept all terms of the License Agreement, and all amendments thereto in the future, including any and all payments required to be paid under the License Agreement. THEREFORE, Fresh Ideas Media, Inc. does hereby assign the said License Agreement between Fresh Ideas Media, Inc. and Venitech, LLC to Community Alliances, Inc. and Community Alliance, Inc. does hereby accept the assignment of the License Agreement and all terms thereto. IT IS FURTHER AGREED that for the assignment of the License Agreement, Community Alliance, Inc. shall issue to Fresh Ideas Media, Inc. a total of 100 shares of the authorized but unissued shares of Common Stock of the Company. Fresh Ideas, Media, Inc.
By: /s/ Phil E. Ray -----------------------------Phil E. Ray - President

Community Alliance, Inc.
By: /s/ Phil E. Ray -----------------------------Phil E. Ray - President

Exhibit 10.3 PROMISSORY NOTE $8,000.00 April 1, 2005 FOR VALUE RECEIVED, Fresh Ideas Media, Inc a Nevada corporation (hereinafter, referred as the "Borrower") promises to pay to the order of American Business Services, Inc. (hereinafter, "Lender") at Lender's offices, 6521 Ocaso Drive, Castle Rock, Colorado 80108, or at such other place as the holder of this Note may from time to time designate, in lawful money of the United States of America, the principal sum of Eight Thousand Dollars ($8,000). The following terms shall apply to this Note. 1. INTEREST RATE. For the period from the date of this Note until the date on which the entire principal balance outstanding is paid in full, interest shall accrue on the principal balance from time to time outstanding at ten percent (5%). 2. REPAYMENT. Interest accrued hereunder on the outstanding principal amount shall be paid annually in arrears, beginning on April 1, 2005, or earlier with repayment of the entire amount of principal. The entire amount of principal outstanding, together with all accrued unpaid interest thereon at the rates hereinabove specified, shall be paid due and payable in full on or before April1, 2006, however, the principal of the note can be renewed on the anniversary date of the Note for a period of three years, providing that the interest due and payable on that anniversary date is paid in full. This Promissory Note is entered into this 1st day of April 2005. Fresh Ideas Media, Inc.
By: /s/ Phil E. Ray ------------------------------

American Business Services, Inc.
By: /s/ Phil E. Ray ------------------------------

Exhibit 10.4 LICENSE AGREEMENT This LICENSE AGREEMENT (the "Agreement") is made and entered into as of the 24th day of July, 2005, by and between Community Alliance, Inc, a Nevada corporation (the "LICENSOR"), and CTN Enterprises, a Missouri corporation (the "LICENSEE"). WITNESSETH: WHEREAS, LICENSOR has all rights to the Know-How, Marketing Materials, Publications and Designs and Trademarks (collectively, the "INTELLECTUAL PROPERTY"), the ADVERTISING PRODUCT and the BUSINESS CONCEPT, all as defined below; and WHEREAS, LICENSEE desires to acquire the exclusive license to use the INTELLECTUAL PROPERTY in the LICENSED TERRITORY, as defined below, subject to the provisions and conditions set forth in this Agreement; and WHEREAS, LICENSOR is willing to grant to LICENSEE the exclusive license to use the INTELLECTUAL PROPERTY in the LICENSED TERRITORY, subject to the provisions and conditions set forth in this Agreement; and WHEREAS, LICENSOR desires to retain the rights to the INTELLECTUAL PROPERTY, the ADVERTISING PRODUCT and the BUSINESS CONCEPT for its own purposes, except in the LICENSED TERRITORY. NOW, THEREFORE, in consideration of the mutual promises, premises and obligations of the respective parties set forth herein, it is hereby contracted, covenanted and agreed as follows: 1. DEFINITIONS. 1.01 "INTELLECTUAL PROPERTY" shall mean all Know-How, Marketing Materials, Publications and Designs, Trademarks and all other materials, whether now existing or developed in the future, for use in the BUSINESS CONCEPT and used by the LICENSEE in the LICENSED TERRITORY. 1.02 "BUSINESS CONCEPT" shall mean the overall use of all aspects of the granted license, including but not limited to the Advertising Product, Know-How, Marketing Materials, Publications and Designs and Trademarks, and other aspects of, methodologies involved in and programs for marketing the business of providing elementary schools free of charge with custom school take-home folders produced by Community Alliance that display advertising by community businesses in the LICENSED TERRITORY. 1.03 "ADVERTISING PRODUCT" shall mean the custom school take-home folder publications produced by Community Alliance that display advertising by community businesses, which are provided to elementary schools free of charge. LICENSOR may add other advertising products from time to time. 1.04 "KNOW-HOW" shall mean the methods, skills, procedures, forms and operations developed by LICENSOR, as related to the ADVERTISING PRODUCT or products. 1.05 "TRADEMARKS" shall mean the name "Community Alliance" and the associated logo, together with any trademarks that LICENSOR may add to the Business Concept in the future. 1.06 "MARKETING MATERIALS" shall mean any and all of the documents provided by LICENSOR to LICENSEE for the purpose of LICENSEE'S contracting with schools for the provision of school take-home folders produced by Community Alliance that display advertising by community businesses and selling advertisements to community businesses. 1.07 "PUBLICATIONS AND DESIGNS" shall mean the custom school take-home folders and related advertising graphic design services provided by LICENSOR to LICENSEE in relation to the ADVERTISING

PRODUCT. 1.08 "TERRITORY" shall mean the geographic area to which the LICENSEE shall have the exclusive license to operate the BUSINESS CONCEPT and use the INTELLECTUAL PROPERTY. 2. GRANT OF LICENSE. 2.01 LICENSOR hereby grants to LICENSEE the exclusive license to use the INTELLECTUAL PROPERTY only within the LICENSED TERRITORY and nowhere else and for no other purpose, subject to the provisions and conditions set forth in this Agreement. LICENSOR may not grant a license or any part of the BUSINESS CONCEPT or the use of the INTELLECTUAL PROPERTY to any other person or entity within or without the LICENSED TERRITORY. 2.02 LICENSEE will not use the INTELLECTUAL PROPERTY outside the LICENSED TERRITORY. LICENSEE will not use the INTELLECTUAL PROPERTY except in connection with the marketing, selling, promoting, advertising and/or distribution of the Advertising Product or products. 3. LICENSED TERRITORY. 3.01 The Territory in which the license granted to the LICENSEE pursuant to this Agreement is effective is as follows: The State of Missouri. 4. LAWFUL USE. 4.01 LICENSEE represents and warrants that advertising and promotional materials and all other materials in connection with which the INTELLECTUAL PROPERTY used by LICENSEE under this Agreement shall be lawful. LICENSEE shall use diligent efforts to provide in advance to LICENSOR copies or samples of the form of advertising, promotional materials and other materials used in connection with the INTELLECTUAL PROPERTY; said copies or samples to be sent to LICENSOR at its address for notice as hereinafter specified. 5. LICENSE FEE. 5.01 For use of the INTELLECTUAL PROPERTY as described in this Agreement, LICENSEE agrees to pay to LICENSOR a license fee of ten thousand dollars ($10,000.00), with an initial payment of two thousand five hundred dollars ($2,500.00) to be paid upon the signing of this Agreement, a second payment of $2,500.00 to be paid on or before April 1, 2006, and a final payment of $5,000.00 to be paid on or before April 1, 2007. 5.02 All payments to be paid to LICENSOR pursuant to this Agreement shall be sent or delivered to LICENSOR at its address for notice as hereinafter specified. 5.03 All payments pursuant to this Agreement shall be in United States currency. 5.04 Any payment not mailed by certified mail by LICENSEE to LICENSOR on or before the date on which the payment is to be paid shall be delinquent and overdue, and, at the election of LICENSOR, in its sole discretion, this Agreement may be considered void, unless LICENSOR extends the due date for the required payment. 6. PUBLICATION FEE AND PUBLICATION OF ADVERTISING PRODUCT. 6.01 In order to maintain the best quality control for the ADVERTISING PRODUCT or products, LICENSEE shall be required to use the graphic design and printing services of LICENSOR for the publication of the ADVERTISING PRODUCT or products. 6.02 LICENSEE shall be required to submit the graphic files in connection with any advertisement to LICENSOR in a timely manner, but, in any event, not later than 45 days after the date of sale of the advertisement and not later than 30 days before the date of printing of the advertisement.

6.03 LICENSEE shall pay to LICENSOR the sum of $1,900 as a publication fee for each individual school with which it contracts to provide the Advertising Product or products not later than 45 days after the date of the contract and, in any event, not later than the date of the submittal of the graphics related to the product to the printer. 7. TRAINING. 7.01 LICENSEE may request training from LICENSOR, which training, if agreed to by LICENSOR, shall be determined by LICENSOR and shall be at a time mutually agreed to by LICENSEE and LICENSOR. 7.02 LICENSEE shall reimburse LICENSOR for all travel-related expenses, not to exceed $1,200. All travelrelated expenses exceeding $1,200 shall be paid by LICENSOR. 8. TERM/EXPIRATION. 8.01 The term of this Agreement shall begin immediately upon execution of this Agreement and shall expire sixty (60) months thereafter. 8.02 This Agreement is subject to renewal or extension by the parties; provided, however, any such renewal or extension must be agreed upon, in writing, at least six (6) months prior to the end of the initial five (5)-year term hereof and LICENSEE has satisfied the minimum performance standards of having contracted with at least 25 schools. 9. TERMINATION. 9.01 LICENSOR shall have the right to terminate this Agreement upon thirty (30) days' written notice to LICENSEE in the event that LICENSEE fails to contract with a minimum of 15 schools in any given school year, with the exception of the first school year terminating after the date of the execution of this Agreement. 9.02 LICENSOR shall have the right to terminate this Agreement upon thirty (30) days' written notice to LICENSEE in the event that any breach or violation by LICENSEE of any material provision set forth in the Agreement shall continue for a period of thirty (30) days following notice of such breach or violation given to LICENSEE by LICENSOR. 9.03 Upon the expiration or termination of this Agreement, LICENSEE will promptly discontinue any and all use of the INTELLECTUAL PROPERTY. 9.04 Upon the expiration or termination of this Agreement, LICENSEE will destroy and/or delete the INTELLECTUAL PROPERTY from all of LICENSEE's publications, stationery, business cards, promotional materials, computer hard-drives and all other documents related to the Advertising Product. 10. ASSIGNABILITY. 10.01 LICENSOR shall retain the right to assign any and all of its rights and interests in this Agreement and the INTELLECTUAL PROPERTY, subject to the limitations set forth herein. This Agreement shall be binding upon any such assignee as well as upon any successor of LICENSOR in ownership or control of the INTELLECTUAL PROPERTY. LICENSEE shall not assign or license any of its rights under this Agreement without the prior written consent of LICENSOR, which consent shall be given or withheld in LICENSOR's sole discretion. 11. PROPERTY RIGHTS. 11.01 Other than the limited license granted herein, all right, title and interest in and to the INTELLECTUAL PROPERTY is owned and expressly reserved by LICENSOR for its own use and benefit, subject to the terms and conditions of this Agreement. 11.02 Except as relates to the enforcement of any rights granted to LICENSEE hereunder, LICENSEE will not at anytime challenge the validity or enforceability of the INTELLECTUAL PROPERTY and/or of any registrations thereof, or challenge the LICENSOR'S ownership right, title or interest in or to the

INTELLECTUAL PROPERTY or that of any successor, assignee, affiliate or subsidiary of LICENSOR. 12. RELATIONSHIP OF THE PARTIES. 12.01 This Agreement does not create an employment, partnership, joint venture or agency relationship between the parties, and neither LICENSEE nor LICENSOR shall have any right, power or authority to act as a legal representative of the other, and neither party shall have any power to obligate or bind the other, or to make any representations, express or implied, on behalf of or in the name of the other in any manner or for any purpose whatsoever. 13. LIABILITY. 13.01 LICENSOR shall have no liability whatsoever to LICENSEE or any other person or entity for or on account of any injury, loss or damage, of any kind or nature, sustained by or any damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE or any other person or entity, arising out of or in connection with or resulting from: (i) the production, marketing, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under this Agreement; or (ii) any advertising or other promotional activities by LICENSEE with respect to the ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY or this Agreement. 14. INFRINGEMENT. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE. 15. INDEMNIFICATION. 15.1 LICENSEE agrees to defend, indemnify and hold harmless LICENSOR, its principals, directors, officers, employees and/or agents, from and against any and all liabilities, penalties, claims, demands, suits and causes of action of any nature whatsoever, whether groundless or otherwise, and any and all damages, costs and expenses sustained or incurred (including costs of defense, settlement and reasonable attorneys' fees), asserted by or on

behalf of any person or entity arising out of the production, marketing, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY by LICENSEE or under this Agreement, or out of any breach of representation or warranty by LICENSEE, or out of the negligent acts or omissions or LICENSEE, its agents, representatives and/or employees, in connection with the production, manufacture, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY by LICENSEE or under this Agreement. Further, LICENSEE must defend any such actions with counsel of its own choosing. 15.2 LICENSOR agrees to defend, indemnify and hold harmless LICENSEE, its principals, directors, officers, employees, and/or agents, from and against any and all liabilities, penalties, claims, demands, suits and causes of action of any nature whatsoever, whether groundless or otherwise, and any and all damages, costs and expenses sustained or incurred (including cost of defense, settlement and reasonable attorneys' fees), asserted by or on behalf of any person or entity arising out of an allegation of superior rights by a third party in and to the INTELLECTUAL PROPERTY. Further, LICENSOR may defend any such action with counsel of its own choosing; shall have the right to settle or compromise any such dispute or action when, in its sole judgment, settlement or compromise is warranted; and shall have the sole right to decide whether to appeal any adverse decision of a tribunal in any action. 16. BEST EFFORTS. 16.1 LICENSEE has neither an express nor an implied duty to promote, advertise, market or sell the ADVERTISING PRODUCT, unless otherwise expressly provided herein. 16.2 LICENSEE shall use its discretionary business judgment to determine to what extent, if any, it shall exploit the rights granted to it under this Agreement. 17. SEVERABILITY. 17.1 If any part, term or provision of this Agreement shall be found to be illegal, unenforceable or in conflict with any valid controlling law, the validity of the remaining portions of any provisions, and any other provisions in this Agreement, shall not be affected thereby. 18. INTEGRATION; ALTERATION. 18.1 Integration. This Agreement contains the entire understanding between the parties and supersedes all other agreements, representations and warranties, express or implied, between the parties concerning the INTELLECTUAL PROPERTY. 18.2 Alteration. Any modification or amendment of this Agreement shall be effective if made in writing and signed by both parties. 19. GOVERNING LAW. This Agreement shall be construed and interpreted, and its performance shall be governed, by the substantive laws of the State of Colorado. Any lawsuit relating to the enforcement, interpretation or construction of this Agreement shall be brought in a court in Denver, Colorado. 20. NOTICES. Any and all notices or other writings that are required or permitted under any of the provisions of this Agreement shall be in writing and shall be deemed sufficiently delivered if mailed by Certified Mail, addressed to the party concerned as follows: (a) if addressed to LICENSOR: Mr. Phil E. Ray, President Community Alliance, Inc. 558 Castle Pines Parkway, Suite b4-158 Castle Rock, Colorado 80108 Phone:

303-814-0076 Fax: 303-730-7947 and (b) if addressed to LICENSEE: Ms. Heather Siebert 4979 Parker Avenue, Suite B St. Louis, Missouri 63139 Phone: 314-520-3932 Fax: 314-584-5048 or any other addresses of which either party shall notify the other in writing. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written as indicated below. LICENSOR: COMMUNITY ALLIANCE, INC.
By: /s/ Phil E. Ray ---------------------Title: President ------------------Date: July 24, 2005 --------------------

LICENSEE: By: Heather Siebert Managing Partner Date: July 24, 2005 By: Jessisca Garza Managing Partner Date: July 24, 2005

Exhibit 10.5 LICENSE AGREEMENT This LICENSE AGREEMENT (the "Agreement") is made and entered into as of the 1st day of November, 2005, by and between Community Alliance, Inc, a Nevada corporation (the "LICENSOR"), and Robyn S. Foster, 5805 E. Enrose St., Mesa, Arizona, (the "LICENSEE"). WITNESSETH: WHEREAS, LICENSOR has all rights to the Know-How, Marketing Materials, Publications and Designs and Trademarks (collectively, the "INTELLECTUAL PROPERTY"), the ADVERTISING PRODUCT and the BUSINESS CONCEPT, all as defined below; and WHEREAS, LICENSEE desires to acquire the exclusive license to use the INTELLECTUAL PROPERTY in the LICENSED TERRITORY, as defined below, subject to the provisions and conditions set forth in this Agreement; and WHEREAS, LICENSOR is willing to grant to LICENSEE the exclusive license to use the INTELLECTUAL PROPERTY in the LICENSED TERRITORY, subject to the provisions and conditions set forth in this Agreement; and WHEREAS, LICENSOR desires to retain the rights to the INTELLECTUAL PROPERTY, the ADVERTISING PRODUCT and the BUSINESS CONCEPT for its own purposes, except in the LICENSED TERRITORY. NOW, THEREFORE, in consideration of the mutual promises, premises and obligations of the respective parties set forth herein, it is hereby contracted, covenanted and agreed as follows: 1. DEFINITIONS. 1.01 "INTELLECTUAL PROPERTY" shall mean all Know-How, Marketing Materials, Publications and Designs, Trademarks and all other materials, whether now existing or developed in the future, for use in the BUSINESS CONCEPT and used by the LICENSEE in the LICENSED TERRITORY. 1.02 "BUSINESS CONCEPT" shall mean the overall use of all aspects of the granted license, including but not limited to the Advertising Product, Know-How, Marketing Materials, Publications and Designs and Trademarks, and other aspects of, methodologies involved in and programs for marketing the business of providing elementary schools free of charge with custom school take-home folders produced by Community Alliance that display advertising by community businesses in the LICENSED TERRITORY. 1.03 "ADVERTISING PRODUCT" shall mean the custom school take-home folder publications produced by Community Alliance that display advertising by community businesses, which are provided to elementary schools free of charge. LICENSOR may add other advertising products from time to time. 1.04 "KNOW-HOW" shall mean the methods, skills, procedures, forms and operations developed by LICENSOR, as related to the ADVERTISING PRODUCT or products. 1.05 "TRADEMARKS" shall mean the name "Community Alliance" and the associated logo, together with any trademarks that LICENSOR may add to the Business Concept in the future. 1.06 "MARKETING MATERIALS" shall mean any and all of the documents provided by LICENSOR to LICENSEE for the purpose of LICENSEE'S contracting with schools for the provision of school take-home folders produced by Community Alliance that display advertising by community businesses and selling advertisements to community businesses. 1.07 "PUBLICATIONS AND DESIGNS" shall mean the custom school take-home folders and related advertising graphic design services provided by LICENSOR to LICENSEE in relation to the ADVERTISING

PRODUCT. 1.08 "TERRITORY" shall mean the geographic area to which the LICENSEE shall have the exclusive license to operate the BUSINESS CONCEPT and use the INTELLECTUAL PROPERTY. 2. GRANT OF LICENSE. 2.01 LICENSOR hereby grants to LICENSEE the exclusive license to use the INTELLECTUAL PROPERTY only within the LICENSED TERRITORY and nowhere else and for no other purpose, subject to the provisions and conditions set forth in this Agreement. LICENSOR may not grant a license or any part of the BUSINESS CONCEPT or the use of the INTELLECTUAL PROPERTY to any other person or entity within or without the LICENSED TERRITORY. 2.02 LICENSEE will not use the INTELLECTUAL PROPERTY outside the LICENSED TERRITORY. LICENSEE will not use the INTELLECTUAL PROPERTY except in connection with the marketing, selling, promoting, advertising and/or distribution of the Advertising Product or products. 3. LICENSED TERRITORY. 3.01 The Territory in which the license granted to the LICENSEE pursuant to this Agreement is effective is as follows: The State of Missouri. 4. LAWFUL USE. 4.01 LICENSEE represents and warrants that advertising and promotional materials and all other materials in connection with which the INTELLECTUAL PROPERTY used by LICENSEE under this Agreement shall be lawful. LICENSEE shall use diligent efforts to provide in advance to LICENSOR copies or samples of the form of advertising, promotional materials and other materials used in connection with the INTELLECTUAL PROPERTY; said copies or samples to be sent to LICENSOR at its address for notice as hereinafter specified. 5. LICENSE FEE. 5.01 For use of the INTELLECTUAL PROPERTY as described in this Agreement, LICENSEE agrees to pay to LICENSOR a license fee of ten thousand dollars ($10,000.00), on October 31, 2005. 5.02 All payments to be paid to LICENSOR pursuant to this Agreement shall be sent or delivered to LICENSOR at its address for notice as hereinafter specified. 5.03 All payments pursuant to this Agreement shall be in United States currency. 5.04 Any payment not mailed by certified mail by LICENSEE to LICENSOR on or before the date on which the payment is to be paid shall be delinquent and overdue, and, at the election of LICENSOR, in its sole discretion, this Agreement may be considered void, unless LICENSOR extends the due date for the required payment. 6. PUBLICATION FEE AND PUBLICATION OF ADVERTISING PRODUCT. 6.01 In order to maintain the best quality control for the ADVERTISING PRODUCT or products, LICENSEE shall be required to use the graphic design and printing services of LICENSOR for the publication of the ADVERTISING PRODUCT or products. 6.02 LICENSEE shall be required to submit the graphic files in connection with any advertisement to LICENSOR in a timely manner, but, in any event, not later than 45 days after the date of sale of the advertisement and not later than 30 days before the date of printing of the advertisement. 6.03 LICENSEE shall pay to LICENSOR the sum of $1,900 as a publication fee for each individual school with which it contracts to provide the Advertising Product or products not later than 45 days after the date of the

contract and, in any event, not later than the date of the submittal of the graphics related to the product to the printer. 7. TRAINING. 7.01 LICENSEE may request training from LICENSOR, which training, if agreed to by LICENSOR, shall be determined by LICENSOR and shall be at a time mutually agreed to by LICENSEE and LICENSOR. 7.02 LICENSEE shall reimburse LICENSOR for all travel-related expenses, not to exceed $1,200. All travelrelated expenses exceeding $1,200 shall be paid by LICENSOR. 8. TERM/EXPIRATION. 8.01 The term of this Agreement shall begin immediately upon execution of this Agreement and shall expire sixty (60) months thereafter. 8.02 This Agreement is subject to renewal or extension by the parties; provided, however, any such renewal or extension must be agreed upon, in writing, at least six (6) months prior to the end of the initial five (5)-year term hereof and LICENSEE has satisfied the minimum performance standards of having contracted with at least 25 schools. 9. TERMINATION. 9.01 LICENSOR shall have the right to terminate this Agreement upon thirty (30) days' written notice to LICENSEE in the event that LICENSEE fails to contract with a minimum of 15 schools in any given school year, with the exception of the first school year terminating after the date of the execution of this Agreement. 9.02 LICENSOR shall have the right to terminate this Agreement upon thirty (30) days' written notice to LICENSEE in the event that any breach or violation by LICENSEE of any material provision set forth in the Agreement shall continue for a period of thirty (30) days following notice of such breach or violation given to LICENSEE by LICENSOR. 9.03 Upon the expiration or termination of this Agreement, LICENSEE will promptly discontinue any and all use of the INTELLECTUAL PROPERTY. 9.04 Upon the expiration or termination of this Agreement, LICENSEE will destroy and/or delete the INTELLECTUAL PROPERTY from all of LICENSEE's publications, stationery, business cards, promotional materials, computer hard-drives and all other documents related to the Advertising Product. 10. ASSIGNABILITY. 10.01 LICENSOR shall retain the right to assign any and all of its rights and interests in this Agreement and the INTELLECTUAL PROPERTY, subject to the limitations set forth herein. This Agreement shall be binding upon any such assignee as well as upon any successor of LICENSOR in ownership or control of the INTELLECTUAL PROPERTY. LICENSEE shall not assign or license any of its rights under this Agreement without the prior written consent of LICENSOR, which consent shall be given or withheld in LICENSOR's sole discretion. 11. PROPERTY RIGHTS. 11.01 Other than the limited license granted herein, all right, title and interest in and to the INTELLECTUAL PROPERTY is owned and expressly reserved by LICENSOR for its own use and benefit, subject to the terms and conditions of this Agreement. 11.02 Except as relates to the enforcement of any rights granted to LICENSEE hereunder, LICENSEE will not at anytime challenge the validity or enforceability of the INTELLECTUAL PROPERTY and/or of any registrations thereof, or challenge the LICENSOR'S ownership right, title or interest in or to the INTELLECTUAL PROPERTY or that of any successor, assignee, affiliate or subsidiary of LICENSOR.

12. RELATIONSHIP OF THE PARTIES. 12.01 This Agreement does not create an employment, partnership, joint venture or agency relationship between the parties, and neither LICENSEE nor LICENSOR shall have any right, power or authority to act as a legal representative of the other, and neither party shall have any power to obligate or bind the other, or to make any representations, express or implied, on behalf of or in the name of the other in any manner or for any purpose whatsoever. 13. LIABILITY. 13.01 LICENSOR shall have no liability whatsoever to LICENSEE or any other person or entity for or on account of any injury, loss or damage, of any kind or nature, sustained by or any damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE or any other person or entity, arising out of or in connection with or resulting from: (i) the production, marketing, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under this Agreement; or (ii) any advertising or other promotional activities by LICENSEE with respect to the ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY or this Agreement. 14. INFRINGEMENT. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE. 15. INDEMNIFICATION. 15.1 LICENSEE agrees to defend, indemnify and hold harmless LICENSOR, its principals, directors, officers, employees and/or agents, from and against any and all liabilities, penalties, claims, demands, suits and causes of action of any nature whatsoever, whether groundless or otherwise, and any and all damages, costs and expenses sustained or incurred (including costs of defense, settlement and reasonable attorneys' fees), asserted by or on behalf of any person or entity arising out of the production, marketing, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY by

LICENSEE or under this Agreement, or out of any breach of representation or warranty by LICENSEE, or out of the negligent acts or omissions or LICENSEE, its agents, representatives and/or employees, in connection with the production, manufacture, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY by LICENSEE or under this Agreement. Further, LICENSEE must defend any such actions with counsel of its own choosing. 15.2 LICENSOR agrees to defend, indemnify and hold harmless LICENSEE, its principals, directors, officers, employees, and/or agents, from and against any and all liabilities, penalties, claims, demands, suits and causes of action of any nature whatsoever, whether groundless or otherwise, and any and all damages, costs and expenses sustained or incurred (including cost of defense, settlement and reasonable attorneys' fees), asserted by or on behalf of any person or entity arising out of an allegation of superior rights by a third party in and to the INTELLECTUAL PROPERTY. Further, LICENSOR may defend any such action with counsel of its own choosing; shall have the right to settle or compromise any such dispute or action when, in its sole judgment, settlement or compromise is warranted; and shall have the sole right to decide whether to appeal any adverse decision of a tribunal in any action. 16. BEST EFFORTS. 16.1 LICENSEE has neither an express nor an implied duty to promote, advertise, market or sell the ADVERTISING PRODUCT, unless otherwise expressly provided herein. 16.2 LICENSEE shall use its discretionary business judgment to determine to what extent, if any, it shall exploit the rights granted to it under this Agreement. 17. SEVERABILITY. 17.1 If any part, term or provision of this Agreement shall be found to be illegal, unenforceable or in conflict with any valid controlling law, the validity of the remaining portions of any provisions, and any other provisions in this Agreement, shall not be affected thereby. 18. INTEGRATION; ALTERATION. 18.1 Integration. This Agreement contains the entire understanding between the parties and supersedes all other agreements, representations and warranties, express or implied, between the parties concerning the INTELLECTUAL PROPERTY. 18.2 Alteration. Any modification or amendment of this Agreement shall be effective if made in writing and signed by both parties. 19. GOVERNING LAW. This Agreement shall be construed and interpreted, and its performance shall be governed, by the substantive laws of the State of Colorado. Any lawsuit relating to the enforcement, interpretation or construction of this Agreement shall be brought in a court in Denver, Colorado. 20. NOTICES. Any and all notices or other writings that are required or permitted under any of the provisions of this Agreement shall be in writing and shall be deemed sufficiently delivered if mailed by Certified Mail, addressed to the party concerned as follows: (a) if addressed to LICENSOR: Mr. Phil E. Ray, President Community Alliance, Inc. 558 Castle Pines Parkway, Suite b4-158 Castle Rock, Colorado 80108 Phone:

303-814-0076 Fax: 303-730-7947

and (b) if addressed to LICENSEE: Ms. Robyn Foster 5805 Enrose Mesa, Arizona 85205 Phone: 480-218-0654 Fax: 480-218-0654 or any other addresses of which either party shall notify the other in writing. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written as indicated below. LICENSOR: COMMUNITY ALLIANCE, INC.
By: /s/ Phil E. Ray -----------------------------Title: President --------------------------Date: November 1, 2005 ----------------------------

LICENSEE: By: Robyn S. Foster Date: November 1, 2005 By: Date:

Exhibit 10.6 LICENSE AGREEMENT This LICENSE AGREEMENT (the "Agreement") is made and entered into as of the 28th day of November, 2005, by and between Community Alliance, Inc, a Nevada corporation (the "LICENSOR"), and Rachelle Hagerty, 5413 Amherst Drive, Parma, Ohio 44129, (the "LICENSEE"). WITNESSETH: WHEREAS, LICENSOR has all rights to the Know-How, Marketing Materials, Publications and Designs and Trademarks (collectively, the "INTELLECTUAL PROPERTY"), the ADVERTISING PRODUCT and the BUSINESS CONCEPT, all as defined below; and WHEREAS, LICENSEE desires to acquire the exclusive license to use the INTELLECTUAL PROPERTY in the LICENSED TERRITORY, as defined below, subject to the provisions and conditions set forth in this Agreement; and WHEREAS, LICENSOR is willing to grant to LICENSEE the exclusive license to use the INTELLECTUAL PROPERTY in the LICENSED TERRITORY, subject to the provisions and conditions set forth in this Agreement; and WHEREAS, LICENSOR desires to retain the rights to the INTELLECTUAL PROPERTY, the ADVERTISING PRODUCT and the BUSINESS CONCEPT for its own purposes, except in the LICENSED TERRITORY. NOW, THEREFORE, in consideration of the mutual promises, premises and obligations of the respective parties set forth herein, it is hereby contracted, covenanted and agreed as follows: 1. DEFINITIONS. 1.01 "INTELLECTUAL PROPERTY" shall mean all Know-How, Marketing Materials, Publications and Designs, Trademarks and all other materials, whether now existing or developed in the future, for use in the BUSINESS CONCEPT and used by the LICENSEE in the LICENSED TERRITORY. 1.02 "BUSINESS CONCEPT" shall mean the overall use of all aspects of the granted license, including but not limited to the Advertising Product, Know-How, Marketing Materials, Publications and Designs and Trademarks, and other aspects of, methodologies involved in and programs for marketing the business of providing elementary schools free of charge with custom school take-home folders produced by Community Alliance that display advertising by community businesses in the LICENSED TERRITORY. 1.03 "ADVERTISING PRODUCT" shall mean the custom school take-home folder publications produced by Community Alliance that display advertising by community businesses, which are provided to elementary schools free of charge. LICENSOR may add other advertising products from time to time. 1.04 "KNOW-HOW" shall mean the methods, skills, procedures, forms and operations developed by LICENSOR, as related to the ADVERTISING PRODUCT or products. 1.05 "TRADEMARKS" shall mean the name "Community Alliance" and the associated logo, together with any trademarks that LICENSOR may add to the Business Concept in the future. 1.06 "MARKETING MATERIALS" shall mean any and all of the documents provided by LICENSOR to LICENSEE for the purpose of LICENSEE'S contracting with schools for the provision of school take-home folders produced by Community Alliance that display advertising by community businesses and selling advertisements to community businesses. 1.07 "PUBLICATIONS AND DESIGNS" shall mean the custom school take-home folders and related advertising graphic design services provided by LICENSOR to LICENSEE in relation to the ADVERTISING

PRODUCT. 1.08 "TERRITORY" shall mean the geographic area to which the LICENSEE shall have the exclusive license to operate the BUSINESS CONCEPT and use the INTELLECTUAL PROPERTY. 2. GRANT OF LICENSE. 2.01 LICENSOR hereby grants to LICENSEE the exclusive license to use the INTELLECTUAL PROPERTY only within the LICENSED TERRITORY and nowhere else and for no other purpose, subject to the provisions and conditions set forth in this Agreement. LICENSOR may not grant a license or any part of the BUSINESS CONCEPT or the use of the INTELLECTUAL PROPERTY to any other person or entity within or without the LICENSED TERRITORY. 2.02 LICENSEE will not use the INTELLECTUAL PROPERTY outside the LICENSED TERRITORY. LICENSEE will not use the INTELLECTUAL PROPERTY except in connection with the marketing, selling, promoting, advertising and/or distribution of the Advertising Product or products. 3. LICENSED TERRITORY. 3.01 The Territory in which the license granted to the LICENSEE pursuant to this Agreement is effective is as follows: The State of Missouri. 4. LAWFUL USE. 4.01 LICENSEE represents and warrants that advertising and promotional materials and all other materials in connection with which the INTELLECTUAL PROPERTY used by LICENSEE under this Agreement shall be lawful. LICENSEE shall use diligent efforts to provide in advance to LICENSOR copies or samples of the form of advertising, promotional materials and other materials used in connection with the INTELLECTUAL PROPERTY; said copies or samples to be sent to LICENSOR at its address for notice as hereinafter specified. 5. LICENSE FEE. 5.01 For use of the INTELLECTUAL PROPERTY as described in this Agreement, LICENSEE agrees to pay to LICENSOR a license fee of ten thousand dollars ($10,000.00), on with an initial payment of Two Thousand Dollars ($2,000.00) ( the "Initial Payment") to be paid with the signing of this Agreement, a second payment in the amount of One Thousand Dollars ($1,000.00) to be paid on or before June 1, 2006, and the full balance of Six Thousand Dollars ($6,000.00) due on or before June 1, 2007. 5.02 All payments to be paid to LICENSOR pursuant to this Agreement shall be sent or delivered to LICENSOR at its address for notice as hereinafter specified. 5.03 All payments pursuant to this Agreement shall be in United States currency. 5.04 Any payment not mailed by certified mail by LICENSEE to LICENSOR on or before the date on which the payment is to be paid shall be delinquent and overdue, and, at the election of LICENSOR, in its sole discretion, this Agreement may be considered void, unless LICENSOR extends the due date for the required payment. 6. PUBLICATION FEE AND PUBLICATION OF ADVERTISING PRODUCT. 6.01 In order to maintain the best quality control for the ADVERTISING PRODUCT or products, LICENSEE shall be required to use the graphic design and printing services of LICENSOR for the publication of the ADVERTISING PRODUCT or products. 6.02 LICENSEE shall be required to submit the graphic files in connection with any advertisement to LICENSOR in a timely manner, but, in any event, not later than 45 days after the date of sale of the advertisement and not later than 30 days before the date of printing of the advertisement.

6.03 LICENSEE shall pay to LICENSOR the sum of $1,900 as a publication fee for each individual school with which it contracts to provide the Advertising Product or products not later than 45 days after the date of the contract and, in any event, not later than the date of the submittal of the graphics related to the product to the printer. 7. TRAINING. 7.01 LICENSEE may request training from LICENSOR, which training, if agreed to by LICENSOR, shall be determined by LICENSOR and shall be at a time mutually agreed to by LICENSEE and LICENSOR. 7.02 LICENSEE shall reimburse LICENSOR for all travel-related expenses, not to exceed $1,200. All travelrelated expenses exceeding $1,200 shall be paid by LICENSOR. 8. TERM/EXPIRATION. 8.01 The term of this Agreement shall begin immediately upon execution of this Agreement and shall expire sixty (60) months thereafter. 8.02 This Agreement is subject to renewal or extension by the parties; provided, however, any such renewal or extension must be agreed upon, in writing, at least six (6) months prior to the end of the initial five (5)-year term hereof and LICENSEE has satisfied the minimum performance standards of having contracted with at least 25 schools. 9. TERMINATION. 9.01 LICENSOR shall have the right to terminate this Agreement upon thirty (30) days' written notice to LICENSEE in the event that LICENSEE fails to contract with a minimum of 15 schools in any given school year, with the exception of the first school year terminating after the date of the execution of this Agreement. 9.02 LICENSOR shall have the right to terminate this Agreement upon thirty (30) days' written notice to LICENSEE in the event that any breach or violation by LICENSEE of any material provision set forth in the Agreement shall continue for a period of thirty (30) days following notice of such breach or violation given to LICENSEE by LICENSOR. 9.03 Upon the expiration or termination of this Agreement, LICENSEE will promptly discontinue any and all use of the INTELLECTUAL PROPERTY. 9.04 Upon the expiration or termination of this Agreement, LICENSEE will destroy and/or delete the INTELLECTUAL PROPERTY from all of LICENSEE's publications, stationery, business cards, promotional materials, computer hard-drives and all other documents related to the Advertising Product. 10. ASSIGNABILITY. 10.01 LICENSOR shall retain the right to assign any and all of its rights and interests in this Agreement and the INTELLECTUAL PROPERTY, subject to the limitations set forth herein. This Agreement shall be binding upon any such assignee as well as upon any successor of LICENSOR in ownership or control of the INTELLECTUAL PROPERTY. LICENSEE shall not assign or license any of its rights under this Agreement without the prior written consent of LICENSOR, which consent shall be given or withheld in LICENSOR's sole discretion. 11. PROPERTY RIGHTS. 11.01 Other than the limited license granted herein, all right, title and interest in and to the INTELLECTUAL PROPERTY is owned and expressly reserved by LICENSOR for its own use and benefit, subject to the terms and conditions of this Agreement. 11.02 Except as relates to the enforcement of any rights granted to LICENSEE hereunder, LICENSEE will not at anytime challenge the validity or enforceability of the INTELLECTUAL PROPERTY and/or of any registrations thereof, or challenge the LICENSOR'S ownership right, title or interest in or to the

INTELLECTUAL PROPERTY or that of any successor, assignee, affiliate or subsidiary of LICENSOR. 12. RELATIONSHIP OF THE PARTIES. 12.01 This Agreement does not create an employment, partnership, joint venture or agency relationship between the parties, and neither LICENSEE nor LICENSOR shall have any right, power or authority to act as a legal representative of the other, and neither party shall have any power to obligate or bind the other, or to make any representations, express or implied, on behalf of or in the name of the other in any manner or for any purpose whatsoever. 13. LIABILITY. 13.01 LICENSOR shall have no liability whatsoever to LICENSEE or any other person or entity for or on account of any injury, loss or damage, of any kind or nature, sustained by or any damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE or any other person or entity, arising out of or in connection with or resulting from: (i) the production, marketing, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under this Agreement; or (ii) any advertising or other promotional activities by LICENSEE with respect to the ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY or this Agreement. 14. INFRINGEMENT. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE. 15. INDEMNIFICATION. 15.1 LICENSEE agrees to defend, indemnify and hold harmless LICENSOR, its principals, directors, officers, employees and/or agents, from and against any and all liabilities, penalties, claims, demands, suits and causes of action of any nature whatsoever, whether groundless or otherwise, and any and all damages, costs and expenses sustained or incurred (including costs of defense, settlement and reasonable attorneys' fees), asserted by or on

behalf of any person or entity arising out of the production, marketing, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY by LICENSEE or under this Agreement, or out of any breach of representation or warranty by LICENSEE, or out of the negligent acts or omissions or LICENSEE, its agents, representatives and/or employees, in connection with the production, manufacture, distribution, use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL PROPERTY by LICENSEE or under this Agreement. Further, LICENSEE must defend any such actions with counsel of its own choosing. 15.2 LICENSOR agrees to defend, indemnify and hold harmless LICENSEE, its principals, directors, officers, employees, and/or agents, from and against any and all liabilities, penalties, claims, demands, suits and causes of action of any nature whatsoever, whether groundless or otherwise, and any and all damages, costs and expenses sustained or incurred (including cost of defense, settlement and reasonable attorneys' fees), asserted by or on behalf of any person or entity arising out of an allegation of superior rights by a third party in and to the INTELLECTUAL PROPERTY. Further, LICENSOR may defend any such action with counsel of its own choosing; shall have the right to settle or compromise any such dispute or action when, in its sole judgment, settlement or compromise is warranted; and shall have the sole right to decide whether to appeal any adverse decision of a tribunal in any action. 16. BEST EFFORTS. 16.1 LICENSEE has neither an express nor an implied duty to promote, advertise, market or sell the ADVERTISING PRODUCT, unless otherwise expressly provided herein. 16.2 LICENSEE shall use its discretionary business judgment to determine to what extent, if any, it shall exploit the rights granted to it under this Agreement. 17. SEVERABILITY. 17.1 If any part, term or provision of this Agreement shall be found to be illegal, unenforceable or in conflict with any valid controlling law, the validity of the remaining portions of any provisions, and any other provisions in this Agreement, shall not be affected thereby. 18. INTEGRATION; ALTERATION. 18.1 Integration. This Agreement contains the entire understanding between the parties and supersedes all other agreements, representations and warranties, express or implied, between the parties concerning the INTELLECTUAL PROPERTY. 18.2 Alteration. Any modification or amendment of this Agreement shall be effective if made in writing and signed by both parties. 19. GOVERNING LAW. This Agreement shall be construed and interpreted, and its performance shall be governed, by the substantive laws of the State of Colorado. Any lawsuit relating to the enforcement, interpretation or construction of this Agreement shall be brought in a court in Denver, Colorado. 20. NOTICES. Any and all notices or other writings that are required or permitted under any of the provisions of this Agreement shall be in writing and shall be deemed sufficiently delivered if mailed by Certified Mail, addressed to the party concerned as follows: (a) if addressed to LICENSOR: Mr. Phil E. Ray, President Community Alliance, Inc. 558 Castle Pines Parkway, Suite b4-158 Castle Rock, Colorado 80108 Phone: 303-814-0076 Fax: 303-730-7947 and (b) if addressed to LICENSEE:

Ms. Rachelle Hagerty 5413 Amherst Drive Parma, Ohio 44129 Phone: 440-886-5468 or any other addresses of which either party shall notify the other in writing. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written as indicated below. LICENSOR: COMMUNITY ALLIANCE, INC.
By: /s/ Phil E. Ray ------------------------Title: President ---------------------Date: November 28, 2005 -----------------------

LICENSEE: By: Rachelle Hagerty Date: November 28, 2005 By: Date:

Exhibit 23.1 INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT March 6, 2006 Securities and Exchange Commission 450 West Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We hereby consent to the use of our report dated November 30, 2005, relating to the company's consolidated financial statements for Fresh Ideas Media, Inc. as of November 30, 2005 and for the period from February 18, 2005 (date of inception) to November 30, 2005, in the Registration Statement (Form SB-2) filed with the Securities and Exchange Commission.
/s/ Miller and McCollom ----------------------MILLER AND MCCOLLOM, CPAs 4350 Wadsworth Boulevard, Suite 300 Wheat Ridge, Colorado 80033 USA


				
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