EMPLOYER USER AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH TMP INTERACTIVE, INC., DOING BUSINESS AS MONSTER.COM ("Monster.com"), OFFERS YOU ACCESS TO THE MONSTER TALENT MARKETsm. 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 Marketsm (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 Monster Talent Market is an online environment in which individuals seeking employment opportunities ("Contractors") can market their skills and experience directly to employers ("You" or "Employers") for short- and long-term assignments, while Employers are able to fill contract assignments quickly. Contractors create electronic profiles consisting of their skills, experience and contract preferences. When a Contractor indicates that he/she is available for work by "launching" a profile (i.e., making their profile available for Employers to see), You may place bids on the profile. You will create a description of Your project, including such information as length of assignment, skills required and experience necessary, that will be visible only to those Contractors on whom You place bids. Employers who join as members may place bids on as many Contractors' profiles as they wish free of charge. At Your discretion, the name of Your company may be withheld from the public view, although the Contractor on which a bid is placed will always have the company name available to him/her. A Contractor may choose to interview or otherwise communicate with one or several Employers that have placed bids on his/her single profile, regardless of which one offered the highest bid. You will be notified electronically about the status of Your bid (ie., whether a Contractor(s) accepted the bid and is willing to supply contact information) within approximately 48 hours after the profile closes. A Contractor's contact information (e.g. name, address, phone number, email) is revealed to You only when the Contractor turns a bid by an Employer into a "lead" indicating that he/she is interested in speaking with the Employer. Employers who interview Contractors are not obligated to extend an offer and Contractors are not obligated to accept an offer from Employers. Contractors may choose not to interview at all. Employers and Contractors 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. At this time, Monster.com will create and send an invoice to You. The amount charged is based upon the total value of the final contract (whether oral or written) between You and Contractor, rather than upon the amount indicated in Your bid. You are also obligated to inform Monster.com within 30 days of receiving any Contractor's contact information whether or not an offer was extended to the Contractor and whether the Contractor accepted or rejected that offer. Failure to do so may result in Your losing membership status.

2. Eligibility for Membership. The Market is available only to Employers 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 (such as, but not limited to bidding) to anyone at any time, in its sole discretion.

3. Fees. Employers who join as members may place bids on Contractors' profiles free of charge. Employers who successfully enter into an agreement with a Contractor on which they bid are obligated to pay Monster.com a fee based on the total value of the contract [click here for current rates.], including any contract extensions for up to one year after the date the original contract was agreed upon. The total value is the dollar amount of the contract as agreed upon between the Contractor and Employer, which may or may not equal the amount of the bid the Employer placed originally on the Contractor's profile. These fees are subject to change, so please check the rates prior to using the Market. All fees are in US dollars unless otherwise noted.

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, qualifications 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 qualifications advertised, the truth or accuracy of the listings, or the ability of Contractors to perform services or any other aspect involving Contractors. Monster.com cannot and does not control whether or not Contractors will perform services as provided. In addition, You assume all risks associated with dealing with Contractors and other Employers, including but not limited to the risks of physical harm, 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 Contractor is who he claims to be. Therefore, you must be careful in dealing with and hiring Contractors 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 Contractors or other Employers which is made available through the Market. By its very nature, such 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 and/or typographical errors. Monster.com makes no representations about the accuracy, reliability, completeness, or timeliness of the Market and 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 and is not to be considered to be an employer, contractor, or agent for any party who accesses the Market. Monster.com shall not be responsible for any employment decisions made by any entity accessing the Market, regardless of the reason for such decisions

Release. Because Monster.com will not be involved in Contractor-Employer dealings, in the event that You have a dispute with one or more Contractors or any other Employer, or are in any way damaged as a result of dealing with a Contractor or other Employer, You release Monster.com (and our affiliates, agents and employees) from, and covenant not to sue Monster.com (and our 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.

5. 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.

6. Your Information. Your information includes any information You provide to Monster.com or to 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 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.

Your Use of the Market. The Market may be used only for lawful purpose. 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 information.

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.

4. 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 and any content, products, services, software, or other materials or information provided by You 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 Contractors or other Employers; and (d) Your use of the Market.

5. 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.

6. 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.

7.. Breach. Monster.com may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your membership and any information You place on the site 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.

8.. Other Policies. Monster.com's Privacy Commitment, available at 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.

9. 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.

10. Limit of Liability.

10.1 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.]

11. General Compliance with Laws. You shall comply with all applicable laws, statutes, ordinances and regulations regarding Your use of the Market and Your bidding on and hiring of Contractors to perform services.

12. 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.

13. Notices. Except as explicitly stated otherwise, any notices shall be given [by email to __________________ (in the case of Monster.com)] or 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, we 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.

14. 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.