Agreement

CR Certification Corporation (CRCC), in conjunction with the American Heart Association (AHA), has established a set of hospitality industry standards (the Standards) for cardiac emergency readiness programs (CERPs). The CardioReady designation program requires (i) Automated External Defibrillators (AEDs) to be placed in reasonable proximity to hotel and conference/convention facility guests for treating occurrences of sudden cardiac arrest, (ii) AHA training (or equivalent) of on-site personnel and (iii) proper manufacturer-approved maintenance of AEDs.

The Agreement executed by the Customer for the purchase of a CRCC designation for the facility named therein (the Facility) shall be binding upon the Customer and the Facility. Pursuant to the Agreement, the terms set forth herein, as amended from time to time, shall be incorporated by reference therein. In seeking CRCC designation for the Facility, the Customer agrees the Facility shall be evaluated for a CardioReady designation upon completion of (a) the CardioReady designation checklist (the Checklist) by the Customers Authorizing Representative (named therein) and review by CRCC of the Checklist and any other documented information provided by the Customer upon CRCCs request. A current version of the Checklist is available at http://www.cardioready.com/checklist.asp and execution of the Agreement shall be deemed acknowledgement of the receipt and review of such Checklist by Customer. The Facility will receive a CardioReady designation at the sole discretion of CRCC.

Designation/Tiers

The Facilitys designation shall be included in the StarCite, Inc. (StarCite) database in accordance with the CardioReady Facility Designation Agreement (the Agreement) executed by the customer named thereon (the Customer) and into such Agreement the terms and conditions set forth herein are expressly incorporated by reference. Upon review of the Customers completed Checklist and such other documented information as CRCC may request, the Facility shall receive a CardioReady designation of CardioReady Certified Facility, CardioReady Certified Meeting Space, CardioReady Registered, CardioReady Event Registered or CardioReady Designation Pending. The CardioReady designations are broken down into designation tiers based on the CardioReady Five-Heart Rating System, as such system and designation tier requirements may change from time to time. The Five-Heart Rating System distinguishes the sophistication of the Facilitys CERP. The current designation tiers are as follows: CardioReady Certified Facility (Five Hearts); CardioReady Certified Meeting Space (Four Hearts), CardioReady Registered (Two or Three Hearts, depending on public accessibility of the AEDs); and CardioReady Event Registered (One Heart). If the Facility receives a Four or Five-Heart rating, the Customer shall be licensed during the Contract Period (set forth in the Agreement) to promote the Facility as a CardioReady Certified Facility or CardioReady Certified Meeting Space, as applicable, as provided in accordance with the CardioReady promotion regulations. If the Facility receives a Three-Heart rating or less, the Customer shall not have the right to promote the Facility as CardioReady or CardioReady Registered unless otherwise expressly authorized by CRCC in writing. Once an Agreement is executed by an Authorizing Representative of the Customer, the Facility shall be designated as CardioReady Designation Pending. Facilities receiving the CardioReady Designation Pending designation shall be included in the StarCite database with that designation, which shall include no promotional rights whatsoever until CRCC provides a the Facility with a designation and rating. Further information concerning CardioReady designations and ratings may be found at www.cardioready.com.

Covenants of the Customer

At all times during the Contract Period, (a) the Customer and the Facility and its affiliates shall comply (or cause compliance) with all (i) laws, rules and regulations, including but not limited to those applicable to CERPs, AEDs, first aid and the provision of medical care, (ii) manufacturers suggested maintenance requirements concerning AEDs or any equipment or supplies related thereto, (iii) all terms and conditions of CardioReady Designation set forth herein, and (iv) all policies, standards and requirements concerning or related to the promotion of the Facilitys CardioReady designation as such policies, standards and requirements may be amended, modified or changed from time to time and (b) all of the information provided on the Checklist is, and at all times shall remain, true and correct and the Customer shall have, and hereby acknowledges, the Customers duty to correct (i) any information or statement provided which was inaccurate or misleading when made and (ii) any information or statement which has or is likely to become inaccurate or misleading at any time hereafter for any reason. Customer agrees that compliance with all provisions of the Agreement, including these terms and conditions (regardless of whether printed in the Agreement or incorporated therein by reference), is a material and essential condition of the Agreement and the failure by Customer to so comply in a timely manner shall constitute a material breach of the Agreement.

Authorizing Representative

The Customer has designated the authorizing representative named in the Agreement (the Authorizing Representative) to serve as a liaison for the Customer and the Facility, provide accurate documented information in the Checklist, immediately provide a revised Checklist or make any necessary disclosure(s) in writing in the event that conditions at the Facility change after completing an initial Checklist or upon learning that information included in the Checklist is incorrect or incomplete and provide additional, accurate, documented information about the Facilitys CERP upon request. The Customer shall promptly notify CRCC if the Authorizing Representative is changed.

Intellectual Property

Regardless of any provision herein to the contrary, CRCC in every respect shall own the rights to the names/trademarks CardioReady, CardioReady Certified, CardioReady Certified Facility, CardioReady Certified Meeting Space, CardioReady Registered, CardioReady Event Registered, CardioReady Designation Pending, CardioReady Five-Heart Rating System and all other trademarks, identifying logos, artwork and other intellectual property in any way related thereto or, in any case, owned at anytime by CRCC (collectively, the Identifying Materials). The Customer shall not take any action with respect to the Identifying Materials which impairs, or is reasonably likely to impair the value of the Identifying Materials or the goodwill associated therewith or the reputation, business standing or prestige of CRCC or StarCite. Customer shall not assert any ownership in the Identifying Materials or the goodwill associated with the same. Customer agrees that it shall not contest the validity or scope of the Identifying Materials at any time. Customer shall cease all use of any Identifying Materials upon termination of this Agreement. The Customer agrees that the Identifying Materials, to the extent permitted by CRCC and used by the Customer, are subject to a license by CRCC and CRCC reserves the right to control the usage by the Customer of the Identifying Materials to the extent CRCC deems necessary or appropriate to protect the intellectual property rights therein.

Right to Audit

While the Customer is solely responsible for the accuracy of all information provided by in the Checklist, CRCC shall have the right in its absolute discretion, but not in any case the responsibility, to audit the Facility to review the accuracy of such information and determine compliance with any applicable law, and other requirements or guidelines, including, but not limited to, the Standards. Such audits, if any, shall be scheduled at mutually agreeable times upon reasonable advance written notice to the Customer and the Facility.

Relationship of Parties

Nothing contained in this Agreement shall be construed to place Customer, on one hand, and either CRCC or StarCite, on the other hand, in a relationship of employer and employee, partners, principal and agent, or parties to a joint venture. Neither Customer, on one hand, nor either CRCC or StarCite, on the other hand, shall have the power to bind or obligate the other nor shall either hold itself out as having such authority

Good Samaritan Laws

Without providing any advice on federal or any states Good Samaritan laws, Good Samaritan laws may protect the Customer and its agents and affiliates from liability arising from the reasonable use or attempted reasonable use of AED on a victim or perceived victim of a medical emergency thought to require the use of AEDs.

Indemnification, Additional Duties and Relationship

The parties acknowledge that, while CRCC seeks to establish industry standards for CERPs, there is no (express or implied) assurance, warranty or guaranty that following the Standards will prove successful in assisting someone in case of an actual or apparent emergency. Further, the Standards are subject to change. Therefore, the Customer must and does accept and assume all liability with respect to its CERP and its execution. If CRCC or StarCite experiences losses of any nature based on or with respect to the Agreement, its subject matter or Customers CERP and its execution (including but not limited to judgments, penalties or amounts paid in defense or preparation for defense or settlement whether action is taken or threatened), the Customer will protect, hold harmless, and indemnify each of CRCC and StarCite (together, Losses), including, but not limited to, Losses concerning, arising from or related to (i) the safety or condition of the Facility, (ii) the ability of the Customer, Facility or any employees or agents of either to assist any person in any situation requiring first aid or medical treatment, (iii) any accident, casualty or injury involving the Facilitys CERP or the provision or failure of the Customer, Facility or any employees or affiliates of either (or any other person) to provide first aid or medical treatment of any kind and (iv) any representation made by the Customer, the Facility or any employee or affiliate of either including, but not limited to the Authorizing Representative, concerning the Facilitys CERP. Customer hereby waives and relinquishes any right of contribution it may have against CRCC or StarCite. Neither the Customer, the Facility nor any affiliate thereof shall settle any action to which CRCC or StarCite has been joined or has a legitimate interest without the written approval of CRCC and StarCite.

Limitation of Liability

Neither CRCC nor StarCite nor any officer, employee, affiliate, agent, licensor, successor or assign of either (the "Party Affiliates") shall be liable to Customer, Facility or any third party for anything based on or in any way related to this Agreement or the relationship created hereby, including, without limitation, consequential, special, incidental, indirect or similar damages even if advised of the possibility of such damages. Customer agrees that neither of CRCC, StarCite, nor the Party Affiliates shall suffer any liability to Customer, the Facility or any of its affiliates arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with this Agreement.

Insurance

The Customer shall maintain throughout the Contract Period and for a period of seven years thereafter, the following insurance in amounts no less than that specified for each type: (i) general liability insurance with combined limits of not less than $2,000,000.00 and $2,000,000.00 per accident for bodily injury, including death and property damage; (ii) workers compensation insurance in the amount required by the law of the state in which the Facility is located; and (iii) employers liability insurance with limits of not less than $2,000,000.00 per occurrence. Upon execution of this Agreement and at such further times as CRCC or StarCite may request, the Facility shall provide CRCC or StarCite with certificates of insurance, with both named as additional insured parties, from reputable insurance companies providing that the Facility has obtained and maintains in effect all insurance as required by this Section. Such insurance policies may not be cancelled, amended or terminated unless at least thirty (30) days' prior written notice is given to both CRCC and StarCite. This paragraph shall survive the termination of this Agreement, regardless of whether terminated at the end of the Contract Period or otherwise.

Right to Disclose

Customer agrees that CRCC may publicly refer to Customer, orally and in writing, as a client of CRCC, and/or publicize the current status of the CardioReady designation of the Customer's facility or facilities.

Disclaimer/Compliance with Law

CRCC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THIS AGREEMENT AND ANY GOODS AND SERVICES PROVIDED HEREUNDER INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER CRCC NOR STARCITE SHALL BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY IN ANY WAY CONNECTED WITH ANY GOODS OR SERVICES PROVIDED HEREUNDER. IT IS ESSENTIAL THAT THE CUSTOMER DETERMINE AND ABIDE BY, AND CUSTOMER HEREBY AGREES TO DETERMINE AND ABIDE BY, ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS.

Governing Law

This Agreement shall be construed and governed under and in accordance with the laws of the Commonwealth of Pennsylvania (and United States Federal Law, to the extent applicable). The courts of [the Eastern District of Pennsylvania or any Commonwealth Court sitting in Philadelphia County, Pennsylvania] shall have sole and exclusive jurisdiction and venue to adjudicate over any actions relating to the subject matter of this Agreement. The parties hereto consent to the exclusive jurisdiction of the courts specified above, and expressly waive any objection to the jurisdiction or convenience of such courts.

Payment

The Customer shall pay the amounts specified in the Agreement plus all applicable taxes and expenses without any delay or right of cancellation. All payments are in U.S. Dollars, are due in full within ten (10) days of execution by the Customer unless otherwise specified, are non-refundable and are not dependent upon the Facilitys designation as CardioReady Certified or CardioReady Registered. Sales tax shall be invoiced separately, if applicable. Payments not made when due shall be subject to a late charge of the lesser of one and one-half percent (1.5%) per month or the highest interest rate permitted by law, plus applicable collection costs.

Assignment

Customer may not assign this Agreement, or any part hereof, without the prior written consent of CRCC, which consent may be withheld in the sole discretion of either or both. CRCC may assign this Agreement, or any part hereof upon giving Customer notice of any such assignment.

Severability

Should any part of this Agreement, for any reason, be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed without the invalid portion. Waiver by CRCC and/or StarCite of any particular default by Customer shall not affect or impair CRCCs and/or StarCites rights with respect to any other or subsequent default of the same or a different kind; nor shall any delay or omission by CRCC and/or StarCite in exercising any right arising from and default affect or impair CRCCs and/or StarCites rights as to the same or any future default.

Defined Terms

Capitalized terms not defined herein shall use those definitions attributed to them in the Agreement. Capitalized terms in the Agreement not defined therein shall use the definitions attributed to them herein.