ADVERTISING, MARKETING & SPONSORSHIP AGREEMENT

Your Account Manager: Dennis Gaudenzi, 610-952-3331, dennis@upcomingevents.com

THIS ADVERTISING, MARKETING, and SPONSORSHIP AGREEMENT (the "Agreement") is made between UpcomingEvents.com, LLC ("Publisher") and Zee-Bar c/o Jennifer Shamy (Owner), the undersigned client ("Client"). In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Advertising.
   Publisher shall use its diligent efforts to provide the agreed upon service by UpcomingEvents.com at the Web site that is known as www.UpcomingEvents.com as specified in Exhibit A. Any materials submitted by Client must be in form and substances acceptable to Publisher.
2. Payment.
   Client shall pay the fee set forth in Exhibit A to Publisher, due and payable as indicated therein.
3. Indemnity.
   Client shall at all times defend, indemnify and hold harmless Publisher and its officers, directors, advisors, shareholders, employees, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, cost and expenses, including reasonable legal fees and expenses, arising out of or related to the content of the Client's advertisement served by Publisher pursuant to this Agreement and/or materials to which users can link through those advertisements and/or any and all services provided by the Client.
4. Limitation of Liability.
   Under no circumstances shall publisher be liable to Client or any third party for direct, incidental, consequential, special, or exemplary damages (even if advised of the possibility of such damages), arising from this agreement or the advertisement run for Client, such as, but not limited to, content supplied by Publisher, the advertisement itself, loss of revenue or anticipated profits or lost business, costs of delay, or liabilities to third parties arising from any source.

   Publisher disclaims any and all representations and warranties, including any regarding merchantability, fitness for particular purposes, suitability, compliance with laws, quality, or otherwise with respect to the Publisher Web site.

   In no event shall Publisher be liable in any way for an amount greater than the payment from Client to Publisher under Section 2 above.

   Publisher would not have entered into this Agreement but for the limitations contained in this Section 4.

   The Client will indemnify, hold harmless and defend the Publisher and its directors, officers, employees, contractors, and agents from and against any action, claim, demand or liability, including reasonable attorneys' fees, arising out of or based upon: (i) the actions or omissions of the Client or its directors, officers, employees, and agents; (ii) the Advertisement itself; and (iii) activities that take place at the advertised event, if any. If this Agreement is for an event sponsorship or vendor, the terms in (iii) do not apply. Publisher will have the right to participate in the defense of any such claim through counsel of its own choosing.

5. Assignment or Resale of Ad Space. Client may not resell, assign, or transfer any of its rights hereunder. Any attempt by Client to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to Publisher.
6. Intellectual Property Rights. Neither party shall acquire ownership interest in the other's intellectual property. Advertisements remain the property of the Client. Publisher shall have the right to place Client's logo, seal, crest, tradename, trademark or any advertising from Client and to otherwise use such items in connection with the purposes of this Agreement, including the use of the Client's name in Publisher's media kit or advertising literature.
7. Force Majeure. Neither Publisher nor Client shall be liable to the other for any failure or delay in its performance due to any cause beyond its control. Such cases include, without limitations, acts of war, civil disturbances, fires, floods, storms, earthquakes, sabotage, labor shortage or disputes, Internet interruption, disruption of telecommunications, transportation, utilities, or necessary supplies, government action, computer viruses and incompatible or defective equipment, software, or services not supplied by Publisher, including the failure of Web site hosting equipment and telecommunications devices that support the Web site hosting of the Client or Publisher, or other similar events.
8. Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Facsimile signatures are acceptable and deemed original signatures.
9. Miscellaneous. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. This Agreement will be deemed entered into in Pennsylvania and will be governed by and interpreted in accordance with the laws of the State of Pennsylvania, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in Philadelphia, Pennsylvania before one arbitrator selected by the American Arbitration Association in accordance with its rules. In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and one-half of the arbitrator fees. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. The terms of this Agreement are the confidential information of Publisher. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.

WITNESS WHEREOF, Client executes this Agreement as of the 9 day of November, 2009.

To properly "E-Sign" and agree to this Agreement, please type in your full name, check the "I Agree" box, and click the button below.

By checking the "I accept" box and typing my name in the box above, I hereby accept and agree to all of the terms expressed in this Agreement and EXHIBIT A, and expressly acknowledge, under penalty of any and all applicable law, that I am 18 years of age or older and I am the person stated on this Agreement.

EXHIBIT A

1. Term of Services
   The reserved advertising space will be allocated to Client as described below beginning the next business day after the signed copy of this Internet Advertising Agreement is received from the Client by Publisher and after Client has supplied Publisher with all needed assets requested by Publisher. Client will receive the following:

   1 Featured Event Listing UpcomingEvents.com 'Where to Book Your Holiday Party' 11/12/2009 $200
   1 Featured Event Listing UpcomingEvents.com 'Where to Party New Years Eve' 12/28/2009

2. Total Cost
   Services will be provided at a total cost of $200 payable to UpcomingEvents.com LLC. You will receive an invoice via email a few minutes after e-signing this agreement.

3. Advertisement Format and Standards
   For all web and email graphics, the resolution must be set at 300 pixels per inch and is a JPG or EPS format. Specific to certain advertisements, please consult with your Account Manager for ad dimensions.

4. Payment for Internet Advertising Services

   Payment of the Internet Advertising Cost shall be paid as follows:

   Payment in full is due by 11/27/2009. Invoices outstanding over 30 days are subject to interest at 18% simple interest, per annum as well any and all costs and fees associated with the collection of outstanding balances.

   Other Payment Notes:
   'Where to Party on NYE' is a free listing 4. Inquiries and Customer Service Inquiries and questions related to the format and standards set forth in Section 5 or internet-related advertising services provided by UpcomingEvents.com, LLC should be directed to info@UpcomingEvents.com or your Account Manager.