Last Modified: September 30, 2003.

1. Important Notice

eLawForum Corporation ("eLawForum") provides its services, together with the underlying Internet site functionality (the "Site") exclusively under the terms, conditions and guidelines set forth in this agreement ("Agreement"). BY CLICKING ON THE "I AGREE" BUTTON, YOU AFFIRM THAT YOU HAVE READ AND AGREE TO THE TERMS SET FORTH BELOW.

2. Nature of the Site

2.1 The Site is Only a Venue.
The Site acts as a venue within which a corporation, partnership, limited liability company or other business or person (each, an "Entity") may seek legal services from one or more law firms or individual attorneys registered on the Site (each a "Provider"). The Site helps an Entity locate Providers that meet the Entity’s specified requirements for legal services, and the provides a platform where eLawForum posts Prospectuses for such legal services and invites Providers selected by the Entity to view Prospectuses. The Site then enables these Providers to view and respond to Prospectuses for the legal services posted on the Site.

2.2 eLawForum Does Not Recommend Law Firms, Is Not a Referral Service, and Does Not Guarantee Payment of any Provider’s Legal Fees.
eLawForum does not recommend particular Providers. Every Entity makes its own independent investigation and evaluation of any Provider it may consider and is solely responsible for selecting Providers for legal services requested through the eLawForum Process.

eLawForum makes no representations or warranties (express or implied) as to (i) any Provider’s legal ability, background, or standing with any state, federal or other bar or applicable regulatory authority, or (ii) whether an Entity has the ability to, or will, pay for legal services it has requested through the Site.

2.3 eLawForum Does Not Give Legal Advice, Practice Law or Retain Counsel through the Site.
eLawForum does not give legal advice in any form or practice law in any way, nor does it retain counsel for any legal services requested in any Prospectuses posted on the Site. The retention of legal services is a direct transaction between an Entity and a Provider.

2.4 eLawForum Does Not Receive Any Portion of any Legal Fees Paid by an Entity to a Provider.
eLawForum does not receive any portion of any legal fees paid by an Entity to a Provider. All legal fee arrangements are solely between an Entity and any Providers it may retain.

3. Registration and Authorization

The services offered by the Site are available only to Providers that have the requisite power and authority to form legally binding contracts under applicable law. Each Provider that desires access to the Site's functionality must register with eLawForum by creating an account ("Account") assenting to this Agreement and obtaining a password to access the Site. An individual who registers and creates an Account on behalf of a Provider represents and warrants that the individual and the Provider have the requisite power and authority to enter into this Agreement, and that the individual is authorized to act on behalf of such Provider. Providers agree to provide eLawForum with accurate and complete information, and to keep that information updated on the Site. Providers further agree that all parties to which they give access to their password shall be an employee or agent of the Provider, be bound by this Agreement, and that the Provider shall be responsible for any and all use and misuse of such password. Each Provider is responsible for paying its own costs in connection with its use of the Site, such as the cost of Internet access and all hardware, software, service and other costs a Provider may incur to access the Site.

4. Agency Status and Confidentiality

Because eLawForum does not practice law, use of the Site does not create an attorney-client relationship between eLawForum and Providers, and nothing in this Agreement creates any partnership, joint venture, franchise, sales representative, employment or other such relationship between the parties, except as expressly as set forth in this Section 4.

eLawForum will hold in confidence proprietary information relating to any Prospectus and will not disclose any proprietary information relating to the content of such Prospectus to any third-persons without the consent of the applicable Entity, except as required by applicable law or by a court with requisite jurisdiction; and any communication between eLawForum and an Entity or any communication facilitated by the Site between an Entity and any Provider is subject to the attorney-client privilege, as allowed by applicable law.

Although not an agent for Providers, eLawForum will hold in confidence the proprietary content of any and all Provider Prospectus responses posted on the Site and will not disclose such information to third-parties (other than the Entity which issued the Prospectus) without the consent of the applicable Provider, except as required by applicable law or by a court with requisite jurisdiction.

Aggregated data from the eLawForum Process and Provider proposals uploaded to the Site that do not disclose the identity of the Provider(s) are not considered confidential and may be disclosed by eLawForum as part of its business activities.

In the event that eLawForum receives a request to disclose all or any part of any confidential information described in this Section 4 under the terms of a subpoena or other order issued by a court of competent jurisdiction or by a governmental agency, eLawForum shall: (i) notify the affected Provider of the existence, terms and circumstances surrounding such a request; and (ii) cooperate with the appropriate Provider, at the Provider’s expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the confidential information that is required to be disclosed.

Each Provider shall hold confidential and shall not disclose, transmit, or otherwise use proprietary information contained in Prospectuses posted on the Site by Entities, in responses to such Prospectuses by Providers, or in other information provided by Providers in connection with the Site, except to the extent necessary to conduct bona fide transactions as contemplated by the eLawForum Process in accordance with this Agreement, or with the express consent of the Entity providing the information.

5. Use of Information Obtained on or Through the Site

No Provider will use the Site or any information, communications, software, scripting, photographs, text, video, graphics, music, sounds, images, logos, icons, or other materials or services found on the Site (the "Content") in any manner other than in connection with its intended use.

6. Service Fee, Invoicing and Taxes

6.1 No Fees for Providers
There is no charge for Providers to register or to respond to Prospectuses posted on the Site.

6.2 Taxes
eLawForum is not responsible for, and shall not collect, withholding, income, sales or other similar taxes with respect to transactions occurring between Entities and Providers of the Site, except as may be required by applicable federal or state law. The reporting and payment of any such taxes is the legal responsibility of each Provider who receives payment from an Entity for legal services provided as a result of being retained by said Entity pursuant to a Prospectus posted on the Site. Providers agree to indemnify and hold eLawForum harmless from all claims and liability resulting from the Provider’s failure to pay such taxes.

7. Modifications of Agreement

eLawForum shall have the right to modify any portion of this Agreement at any time by posting a revised Agreement on the Site. The amended terms shall take effect 15 calendar days after they are posted (the "Waiting Period"). Notice of any substantive change(s) to this Agreement at or prior to the date of posting will be sent to the Provider’s e-mail address provided during registration on the Site (as may be changed by the Provider from time to time), no later than 15 days prior to the effective date of such change(s). It is the Provider’s responsibility to keep the registered e-mail address up-to-date. Each Provider agrees that such notice shall be deemed received upon the date of e-mailing, whether or not the Provider received or read such notice. When any such changes become effective, they shall be deemed accepted by Providers. Such changes shall apply only with respect to Prospectuses posted after the expiration of the Waiting Period. Prospectuses posted before the expiration of the Waiting Period shall be governed by the previous version of the Agreement. A modification or amendment to the Agreement must be, in the opinion of eLawForum, material before it will trigger the notification requirement. If a Provider does not wish to be bound by any modifications to the Agreement, the only recourse for the Provider shall be to terminate its Account as set forth in Section 9. Except as otherwise set forth in this Section 7, this Agreement may not be amended except in a writing signed by the applicable parties.

8. Management of the Site

Subject to Section 7, eLawForum shall have the right to change, suspend or discontinue any aspect of the Site at any time without notice and without liability. eLawForum shall have the right to impose limits on certain features and services or restrict access to parts or all of the Site without notice and without liability. eLawForum shall have the right, but not the obligation, to correct any errors or omissions in any portion of the Site or to disclose any information as necessary to satisfy any law, regulation or government request, or to modify, refuse to post or remove any Content, in whole or in part.

9. Termination

Either a Provider or eLawForum may terminate an Account at any time for any reason. Termination of an Account is a Provider's sole and exclusive remedy with respect to any dissatisfaction with the Site, services provided by eLawForum, the terms and conditions set forth in this Agreement, or any other policies that eLawForum may adopt. Providers may terminate their accounts by notifying eLawForum by mail at the address set forth in Section 22 or by electronic mail at customer_service@elawforum.com. Account termination will take effect within a reasonable amount of time after eLawForum's receipt of a termination notice. Upon termination of an Account, that Provider shall remain liable for all commitments and obligations incurred or accrued as of the date that the notice of termination is received. In addition, upon termination of an Account, eLawForum may delete any information regarding or related to the Account.

10. Accuracy of Information

Although eLawForum is involved to varying degrees in assisting Providers with the eLawForum Process, eLawForum makes no representation or warranty, either express or implied, regarding the accuracy or reliability of any Content provided by or to Providers and disclaims all responsibility for any Content. Providers are solely and individually responsible for the quality and accuracy of any such Content as well as for verifying the Content disclosed or provided by others.

11. Links

eLawForum does not review, endorse, approve, certify or control the quality, accuracy, privacy practices or performance of any Internet sites that are hyperlink accessible from the Site, or any information, products, or services offered therefrom.

12. Conduct and Use of Site

Providers shall conduct their activity on the Site consistent with appropriate legal and ethical standards required or expected of an individual, entity or an attorney, respectively, in whatever jurisdictions are applicable.

Providers must use the Site consistent with any rules and notices contained on the Site, including "How It Works" which appears on the eLawForum "home" page on the Site. When responding to a Prospectus posted on the Site, each Provider will submit its proposal only via eLawForum’s online service unless such Provider has received a written waiver from eLawForum permitting it to submit its proposal via another method.

13. Prohibited Activities

A Provider shall not upload, post or transmit to, distribute or otherwise publish through the Site any materials (i) which restrict or inhibit any other Providers from using the Site; (ii) which are threatening, harassing, abusive, libelous, defamatory, tortuous, hateful, racially, ethnically or otherwise objectionable, obscene, vulgar, sexually explicit, indecent, or invasive of another's privacy; (iii) which constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate the law; (iv) which violate, plagiarize or infringe the rights of third parties; (v) which the Provider knows to contain a virus or other harmful component having the effect of interrupting, impairing, destroying, or otherwise limiting the functionality of any computer software, hardware or telecommunications equipment; (vi) for which the Provider does not have all necessary rights and licenses to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information); (vii) which constitute unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unauthorized solicitation; or (viii) which constitute or contain false or misleading statements of fact or indications of origin.

A Provider shall not (i) interfere with or disrupt the Site, servers or networks connected to the Site; (ii) take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure, (iii) gain unauthorized access to other computer systems through the Site; (iv) act in a manner that negatively affects other Providers' ability to engage in normal transactions; (v) harass other Providers; (vi) collect or store personal data about other Providers other than as is necessary to use the Site; (vii) impersonate or otherwise misrepresent any person or entity, including, but not limited to, misrepresenting eLawForum's affiliation with a person or entity; or (viii) conceal the true identity of the parties in interest for purposes of evading or circumventing any applicable law, regulation or ordinance.

14. Compliance with Laws

Providers are solely responsible for their individual compliance with all laws, regulations and ordinances that may be applicable to the use of the Site.

Providers are solely responsible for compliance with the laws, rules, regulations, directives or cannons of each applicable state or federal bar or other applicable regulatory agency with jurisdiction over their licenses to practice law.

Providers are responsible for ensuring that all applicable customs, export control, sanctions, anti-boycott, and other international trade laws and regulations of the United States and other relevant countries are strictly adhered to and fully met. Providers recognize that eLawForum is not an importer or exporter of any services within the meaning of such laws and regulations.

If a Provider is subject to The European Union Data Protection Directive, or national laws implementing the Directive, the Provider hereby freely consents to the transfer of information outside of the European Union to the United States and other countries and use of such information by eLawForum as contemplated herein.

15. Intellectual Property Rights

Copyright 2000-2003 eLawForum Corporation. All Rights Reserved. THE UNAUTHORIZED COPYING, DISPLAYING OR OTHER USE OF ANY CONTENT FROM THIS SITE IS A VIOLATION OF THE LAW. Providers acknowledge having been advised by eLawForum Corporation that all Content found on the Site is protected in the U.S. and internationally by a variety of laws, including but not limited to, copyright laws and treaty provisions, trademark laws, patent laws, and other proprietary rights laws (collectively "Rights"). In addition to eLawForum's Rights in individual elements of the Content, eLawForum owns a copyright in the selection, coordination and arrangement of the Content.

Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under any of eLawForum's Rights in the Content of this Site.

Providers are hereby granted permission to access the Content from the Site in whole or in part, solely for its use of viewing and browsing through the Site or participating in the services offered by eLawForum from the Site. This permission terminates automatically if a Provider breaches any part of this Agreement.

If a Provider downloads portions of Prospectus materials from the Site to participate in the services offered by eLawForum, then the Provider is hereby granted a nonexclusive, nontransferable, limited license to view, reproduce and print such portions; however, neither title nor intellectual property rights in such portions are transferred to the Provider, but remain with eLawForum, who owns full and complete title.

All other use of Content from the Site, including, but not limited to uploading, downloading, modification, publication, transmission, participation in the transfer or sale of, copying, reproduction, republishing, creation of derivative works from, distribution, performance, display, incorporation into another web site, reproducing the Site (whether by linking, framing or any other method), or in any other way exploiting any of the Content, in whole or in part, is strictly prohibited without eLawForum 's prior express written consent.

There are a number of proprietary logos, service marks, trademarks, and slogans found on the Site. By making them available on the Site, eLawForum is not granting you a license to use them in any fashion. No eLawForum proprietary logo, service mark, trademark, or slogan may be used as a hyperlink without eLawForum’s prior written permission.

Any domain names, URLs, trademarks or logos appearing on the Site or in its Content are the sole property of their respective owners. Access to the Site does not confer upon the Provider any license under any of eLawForum’s or any third party’s intellectual property rights. Notwithstanding the other provisions of this Section, Providers do not forfeit rights over their own intellectual property by uploading materials to or participating in activity on the Site.

eLawForum may, in its own discretion and without prior approval from Providers, use the name of Providers in identifying such entities as registered Providers of eLawForum’s services.

16. Disclaimer of Warranties

THE SITE IS PROVIDED BY ELAWFORUM ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEITHER ELAWFORUM NOR ITS SUBSIDIARIES, VENDORS, OR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY LAW, CUSTOM OR OTHERWISE, AS TO THE OPERATION OF THE SITE, ITS CONTENT, OR ANY INFORMATION MADE AVAILABLE BY OR THROUGH THE SITE. ELAWFORUM, ITS SUBSIDIARIES, VENDORS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, ACCURACY, NON-INTERFERENCE, SYSTEM INTEGRATION AND NON-INFRINGEMENT.

FURTHERMORE, ELAWFORUM DOES NOT WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED, AVAILABLE AT ANY TIME OR FROM ANY LOCATION, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ELAWFORUM, ITS SUBSIDIARIES, VENDORS AND AFFILIATES DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIALS, AND ANY PROSPECTUS OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE. USE OF THE SITE’S SERVICES IS DONE AT EACH PROVIDER’S OWN DISCRETION AND RISK, AND EACH PROVIDER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEMS OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF SUCH INFORMATION OR MATERIAL.

17. Limitation of Liability

ELAWFORUM SHALL NOT BE RESPONSIBLE OR LIABLE TO PROVIDERS OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ELAWFORUM OR THE SITE, OR USE THEREOF, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON THE SITE OR ANY SERVICES, OR INFORMATION PURCHASED, RECEIVED OR SOLD BY WAY OF THE SITE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ELAWFORUM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

18. Disputes Between Users

Providers shall not involve eLawForum in any dispute between Providers and Entities. If a Provider nonetheless attempts to do so, such Provider(s) shall pay all of eLawForum’s costs and attorneys’ fees relating thereto.

19. Arbitration

Any claim against eLawForum arising out of or related to the Site or this Agreement shall be settled by binding arbitration in the Commonwealth of Virginia (USA) under the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with such Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. The arbitrator shall have no authority to award punitive or exemplary damages against any party. Notwithstanding the above, eLawForum may apply to any court of competent jurisdiction for interim or conservatory relief without breach of this Agreement and without any abridgment of the arbitrator’s powers.

20. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (USA), without regard to conflicts of laws provisions, and such law shall be applied by an arbitrator to the merits of any dispute or claim against eLawForum. For any non-arbitral action or proceeding against eLawForum related to this Agreement or the Site, exclusive jurisdiction shall reside with an appropriate state or federal court located in such Commonwealth.

Any cause of action against eLawForum arising out of or related to this Agreement or the Site must commence within one (1) year after the occurrence of the facts giving rise to the alleged cause of action; otherwise, such cause of action is permanently barred.

21. Other Provisions

21.1 Entire Agreement
These terms and conditions constitute the entire agreement between Providers and eLawForum with respect to the subject matter herein and supersede any and all prior or contemporaneous oral or written agreements.

21.2 Section Titles
Section titles are for reference purposes only and have no legal or contractual significance.

21.3 Severability
If any provision of this Agreement is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

21.4 No Waiver
eLawForum's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by eLawForum in writing.

21.5 Assignment
No Provider may assign this Agreement to any other party. eLawForum shall have the right to freely assign this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent of or notice to any Provider. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

21.6 Third Party Rights
This Agreement shall not be construed to create any rights or remedies in any parties other than the parties hereto, and no person shall assert any rights as a third-party beneficiary hereunder.

21.7 Attorney Fees
Except as set forth in Sections 16 and 18, in any dispute against eLawForum under this Agreement or related to the Site, the party prevailing on such a claim will receive reasonable attorney fees and costs from the non-prevailing party.

22. Notices

Notices and other communications ("Notices") regarding this Agreement may be made by mail, email, facsimile or other reasonable means, unless required by law to be given in a specified manner. If by mail, such notices should be sent to the following address: eLawForum Corporation, 1250 24th Street, N.W., Suite 350, Washington, D.C. 20037, USA; if by e-mail, to customer_service@elawforum.com; and if by facsimile to (202) 466-0583. All such Notices shall be sent to: "Attention: Chief Executive Officer." Notices shall be deemed given upon receipt. eLawForum's phone number in the United States is (202) 466-0520.

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