CONTRACTOR USER AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH TMP INTERACTIVE, INC., DOING BUSINESS AS MONTER.COM ("MONSTER.COM"), OFFERS YOU ACCESS TO THE MONSTER TALENT MARKET . BY CLICKING THE "I ACCEPT" BUTTON, YOU ACCEPT THE TERMS AND CONDITIONS BELOW.

This Agreement describes the terms and conditions applicable to your use of our services located at talentmarket.monster.com, known as the Monster Talent Market(sm) (the "Market"). If you do not accept these terms and conditions, You may not use the Market. Monster.com may amend this Agreement at any time by posting the amended terms on the Market. All amended terms shall automatically be effective immediately after they are initially posted on the Market. This Agreement may not be otherwise amended except in a writing signed by both parties.

1. Description of the Market. The Market is an online environment in which individuals seeking employment opportunities ("You" or "Contractors") can market their skills and experience directly to employers ("Employers") for short- and long-term assignments, while Employers are able to fill contract assignments quickly. The Market enables You to create and store an online, electronic profile comprising your skills, experience and contract preferences. When You are ready to seek a new employment opportunity, You may "launch"a profile (i.e., make Your profile available for Employers to place bids upon). Your profile will accept an unlimited amount of bids from Employers. Your contact information (e.g. name, address, phone number, email) is disclosed to an Employer only when You turn the bid into a "lead" by informing Monster.com electronically to release Your contact information to that Employer. You must respond to all bids (i.e., indicate through the system that You do or do not want to initiate contact with each Employer) within 48 hours after Your profile closes. You may choose to interview or otherwise communicate with one or several Employers, regardless of which one offered the highest bid, or You may choose not to interview at all. Employers who interview or communicate with You are not obligated to extend an offer, nor are You obligated to accept an offer from the Employer. You are obligated, however, to inform Monster.com at the time that a contract is agreed upon of the terms of such contract, including the total value of the contract. You are also obligated to close all "leads" within 30 days of the close of Your profile. To close leads means to indicate whether You accepted or did not accept each offer received by You.

2. Eligibility for Membership. The Market is available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Market is not available to minors. If you do not qualify, please do not use the Market or any other Monster.com services. Monster.com may refuse access to the Market to anyone at any time, in its sole discretion.

3. Fees. For the services described herein, You shall pay Monster.com a monthly fee [click here for current rates] which shall be due and payable the first day of each month.

4. Monster.com's Liability.

4.1 The Market is a venue for Contractors and Employers to meet and gain information on employment opportunities, and Monster.com does not screen or censor the listings or job openings offered. Monster.com is not involved in the actual transaction between Contractors and Employers. As a result, Monster.com has no control over the positions advertised, the truth or accuracy of the listings, the ability of Contractors to perform services or any other aspects involving Contractors or the ability of Employers to hire Contractors to fill job openings. Monster.com cannot and does not control whether or not Employers will employ Contractors. In addition, You assume all risks associated with dealing with Employers and other Contractors, including but not limited to, the risks of bodily injury in performing the services, and of dangers in dealing with unknown persons, foreign nationals, underage persons or people acting under false pretense.

4.2 Because user authentication on the Internet is difficult, Monster.com does not confirm that each Employer is who it claims to be or that such Employer is actually seeking to hire a Contractor. Therefore, you must be careful in dealing with Employers to avoid fraud or other potential harm including physical harm.

4.3 Monster.com has no obligation to, and generally does not, control the information provided by Employers and other Contractors which is made available through the Market. By its very nature, information may be offensive, harmful or inaccurate, and in some cases will be misleading and/or deceptive. Therefore, You should use caution when using the Market.

4.4 Information posted on the Market may contain inaccuracies or typographical errors. Monster.com makes no representations about the accuracy, reliability, completeness, or timeliness of the Market and makes no representations whatsoever about the information posted on the Market. Your use of the Market at Your own risk.

4.5 Monster.com is not to be considered to be an employer, contractor or agent for any party who accesses the Market and Monster.com shall not be responsible for any employment decisions made by any entity accessing the Market, regardless of the reason for such decision.

5. Release. Because Monster.com will not be involved in Contractor-Employer dealings, in the event that You have a dispute with an Employer or any other Contractor, or are in any way damaged as a result of dealings with a Contractor or other Employee, You release Monster.com (and its affiliates, agents and employees) from, and covenant not to sue Monster.com (and its affiliates, agents and employees) for, claims, demands and damages (whether direct, indirect, special, incidental or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes or such dealings.

6. Registration Password. You are responsible for maintaining the confidentiality of Your password. You may not disclose to or share Your password with any third parties or use Your password for any unauthorized purpose. You shall be responsible for all uses of Your registration, whether or not authorized by you.

7. Your Information. Your information includes any information you provide to Monster.com or to Employers or other Contractors during the registration, bidding or listing process, in any message area or through any email or other feature available through the Market (defined herein as "Your Information"). With respect to Your Information:

7.1 You are solely responsible for Your Information, and You acknowledge and agree that Monster.com is merely a passive conduit for online distribution and publication of Your Information. Notwithstanding the foregoing, Monster.com may take any action with respect to any information it deems necessary or appropriate in its sole discretion if Monster.com believes it may create liability or may cause Monster.com to lose (in whole or in part) the services of its internet service providers or other suppliers.

7.2 You acknowledge and agree that You are solely responsible for the form, content and accuracy of any information placed by You on the Market.

7.3 You represent and warrant that Your Information shall not: (a) be fraudulent; (b) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (d) be defamatory, libelous, abusive, hateful, unlawfully threatening or unlawfully harassing; (e) be obscene, sexually explicit or contain child pornography or offensive language; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (g) link directly or indirectly to or include descriptions of goods or services that are prohibited by Monster.com.

7.4 Solely to enable Monster.com to use Your Information, You grant Monster.com a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right (including any moral rights) and license to use, reproduce, modify, adapt, publish, perform and display Your Information (in whole or in part) and to incorporate it in other works in any other form, media or technology now known or later developed, for the full term of any rights that may exist in Your Information. Monster.com will use Your Information in accordance with our Privacy Commitment.

8. Your Use of the Market. The Market may be used only for lawful purposes. Monster.com specifically prohibits any use of the Market, and You agree not to use the Market, for any of the following:

8.1 Posting any incomplete, false or inaccurate biographical information or information which is not Your own.

8.2 Posting any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, pays commissions only (no significant salary), requires recruitment of other members, sub-distributors or sub-agents.

8.3 Deleting or revising any material posted by any other person or entity.

8.4 Using any device, software or routine to interfere or attempt to interfere with the proper working of the Market or any activity being conducted on the Market.

8.5 Taking any action which imposes an unreasonable or disproportionately large load on the Market's infrastructure.

8.6 Disclosing to or sharing Your password with any third parties or using Your password for any unauthorized purpose.

8.7 Notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to bid on or navigate or search the Market, or any other web site maintained by Monster.com, other than the bid engine, search engine and search agents available from Monster.com on this web site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer).

8.8 Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Market.

9. Indemnification. You will defend Monster.com and its affiliated companies against all claims, suits, and proceedings brought by third parties, and will indemnify and hold them harmless from and against any and all related liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) arising out of, relating to or incurred in connection with (a) the use of Your Information, including any third-party claims alleging infringement of any copyright, trademark or other intellectual property right or alleging libel, defamation or invasion of privacy; (b) any breach of warranty by You; (c) Your involvement in whatever form with any Employers or other Contractors, and (d) Your use of the Market. 5.

10. Monster.com's Ownership. The contents of the Market, such as text, graphics, images, logos, button icons, software and other material, excluding Your Information, (the "Material"), are protected under both United States and foreign copyright, trademark and other laws. All Material is the property of Monster.com or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on the Market is the exclusive property of Monster.com and protected by U.S. and international copyright laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright, trademark, service-mark and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other web site or in a networked computer environment for any purpose is prohibited. Moreover, You shall not copy or adapt the HTML code that Monster.com creates to generate its pages. This Code is also protected by Monster.com's copyright.

11. System Integrity. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Market or the Monster.com site or transactions being conducted thereon. You may not take any action which imposes an unreasonable or disproportionately large load on Monster.com's infrastructure. You are prohibited from violating or attempting to violate the security of the Market, including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Web Site, overloading, "flooding", "spamming", "mailbombing" or "crashing", (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. Monster.com will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

12. Breach. Monster.com may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your membership, any of Your current listings, and any other information You place on the Market if You breach this Agreement or if Monster.com is unable to verify or authenticate any information You provide to us. Without limiting any other remedies, Monster.com may suspend or terminate Your account if you are found to have engaged in fraudulent activity in connection with the Market or any other Monster.com services.

13. Other Policies. Monster.com's Privacy Commitment available at http://www.monster.com/privacy/, applies to Your use of the Market, except to the extent such terms are inconsistent with this Agreement, in which case the terms of this Agreement shall control.

14. No Warranty. Monster.com DOES NOT WARRANT THAT THE MARKET WILL OPERATE ERROR-FREE OR THAT THE MARKET AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE MARKET OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, Monster.com IS NOT RESPONSIBLE FOR THOSE COSTS. Monster.com PROVIDES THE MARKET ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. Monster.com SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Monster.com MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MARKET MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

15. Limit of Liability.

15.1 IN NO EVENT SHALL Monster.com BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE MARKET. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL Monster.com BE LIABLE FOR ANY CLAIM, CAUSE OF ACTION, OR DAMAGES, INCLUDING WITHOUT LIMITATION ANY CLAIMS OF PERSONAL INJURY, SEXUAL HARASSMENT, WRONGFUL TERMINATION, FRAUD, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH (A) ANY INFORMATION POSTED ON THE MARKET, OR (B) ANY ARRANGEMENT BETWEEN CONTRACTORS AND EMPLOYERS.

15.2 Monster.com's LIABILITY, IF ANY, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO [THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.]

16. General Compliance with Laws. You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Market and Your listing of services.

17. No Agency. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between You and Monster.com by this Agreement.

18. Notices. Except as explicitly stated otherwise, any notices shall be given to the email address You provide to Monster.com during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Monster.com may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to Monster.com during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

19. General. Monster.com makes no claims that the Market or the Materials may be lawfully viewed or downloaded outside of the United States. Access to the Market or the Materials may not be legal by certain persons or in certain countries. If You access the Market from outside of the United States, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction. This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Boston, Massachusetts and you hereby submit to such jurisdiction. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in additional terms of use for areas of the Web Site, in a particular "Legal Notice," or in Software License or material on particular Web pages, this Agreement constitutes the entire agreement between You and Monster.com with respect to the use of the Market.