www.Conference Memorandum of Understanding AGREEMENT dated this day of July by and between RICHARD SAUL WURMAN ("RSW") and INSTITUTE FOR INTERNATIONAL RESEARCH, INC. ("IIR"). BACKGROUND A. RSW is developing a conference to be known as the www.conference (the "Event"), to be held on September 18-20, 2012 at (the auditorium at ESRI], Redlands, California. The Event will feature improvised, creative discourse among a number of extraordinary minds from a wide range of disciplines, with attendees sharing ideas through both formal discussion sessions at the auditorium and at meals and other social activities. B. The principal revenue sources for the Event will be attendance fees ($16,000 per attendee) and promotional fees paid by sponsors of the Event. C. IIR is a leading organizer of conferences, and RSW and IIR desire to collaborate on the Event to their mutual advantage, as detailed herein. This Agreement sets forth the terms and conditions of that collaboration, which the parties intend to be a legally binding commitment. TERMS OF AGREEMENT A. Purchase of Sponsorship Package 1. IIR hereby agrees to purchase from RSW a sponsorship package for the Event for a price of Three Hundred Thousand Dollars ($300,000)(the "Sponsorship Fee"). 2. IIR shall pay the Sponsorship Fee within ten days after execution of this Agreement. 3. In consideration for payment of the Sponsorship Fee, RSW shall provide to IIR the following benefits associated with the Event: a. IIR (with logo featured) will be listed as a "Founding Partner" on all Event communications, including without limitation, marketing materials, web pages, advertisements, mailings, e-mail blasts or other promotional announcements or distributions. IIR shall supply to RSW the necessary graphics and artwork for inclusion in such materials, and IIR shall have final approval (not to be unreasonably withheld) over the size, location and appearance of all such listings. b. IIR will receive [ ] passes