1. THE PARTIES

1.1 TENET EDUCATION SERVICES LIMITED a company registered in England with company number 03049474 and whose registered office is at: 1st Floor, 6 Atlantic Square, Station Road, Witham, Essex, CM8 2TL ("Tenet"); and

1.2 The advertising supplier of services to the education industry.

2. THE SITE AND ADVERTS

2.1 The website, www.tenetdirectory.co.uk, (the "Site") is owned, maintained and operated by Tenet.

2.2 In consideration of you paying the applicable Annual Fee in accordance with clause 3.1 (and as determined by Schedule 1) to Tenet, Tenet shall provide you with a section (or sections) of the Site for your advert to appear (the "Advert"). Any Advert shall be submitted to Tenet for prior approval, such approval being given at Tenet's absolute discretion. Such Advert shall be related to your services, include any additional information about your company and/or business which you shall initially determine.

2.3 Your Advert shall be uploaded by Tenet, on to the Site, within ten (10) days of the content being formally approved by Tenet, such approval being given at Tenet's sole discretion. You agree your Advert will not appear on the Site, unless the Annual Fee, for each year the Advert is to appear on the Site, is paid in full by you to Tenet, in accordance with clause 3.2. Subject to clause 2.5, once your Advert has been uploaded on to the Site, you are not permitted to make any amendments to such Advert, without the prior written approval of Tenet (such approval being given at Tenet's sole discretion).

2.4 You warrant that the content of your Advert is and will continue to remain accurate, comprehensive, up-to-date and Lawful. For the purpose of this agreement "Lawful" shall mean not in anyway misleading or a misrepresentation, and in full compliance with, and not in breach of, any applicable civil or criminal legislation, statutory instruments, regulations, codes of practice, directives or other subordinate legislation, as from time to time in force including in relation to defamation, fraud, deception, malicious falsehood, misleading content, trade descriptions or trademarks (and for the purpose of this clause 2.4 the word "including" shall be construed without limitation).

2.5 You shall be solely responsible for the accuracy, completeness, quality and content of information contained in your Advert and you agree, without undue delay to suggest to Tenet such modifications or amendments to the content of the Advert, to ensure it continues to be Lawful and its continued accuracy, completeness and quality or in accordance with any reasonable request made by Tenet. Any amendment or modifications shall be subject to prior approval by Tenet, before the amended Advert being uploaded on the Site (such approval not being unreasonable withheld, delayed or conditioned).

2.6 Tenet shall be entitled to delegate, sub-licence or assign all or any of Tenet's rights and/or obligations under the terms of this Agreement, to any third party.

2.7 You agree Tenet shall be permitted to promote the Site in such Tenet marketing campaigns, as Tenet may decide, at is sole discretion.

3. FEES

3.1 You will pay to Tenet the total annual subscription fee, from time to time in advance (the "Annual Fee"). Such Annual Fee shall be calculated by Tenet in accordance with the fee scales in Schedule 1. It is agree that you are unable to change or amend, on or before each anniversary of the date of this Agreement, the type of Package or selected regions, without the prior written consent of Tenet (such consent not being unreasonable withheld, conditioned or delayed).

3.2 You shall pay the Annual Fee:

3.2.1 upon execution of this Agreement before your Advert is initial uploaded onto the Site (subject to clause 6.2.2); and

3.2.2 thirty (30) days prior to each anniversary of this Agreement and an invoice shall be issued by Tenet to you, at this time.

3.3 You agree that at Tenet's sole discretion, the annual fees, set out in Schedule 1 may be amended by Tenet, from time to time. You will be notified by Tenet in writing of any change to the Schedule 1 and also provided with the date upon which such change shall be effective. If you do not agree to the change in the Schedule 1 then you may terminate this Agreement, in accordance with clause 6.1.

3.4 You shall pay any invoice without any deduction or set off.

3.5 Without prejudice to any other rights or remedy Tenet may have, if you fail to pay the Annual Fee to Tenet on the due date given pursuant to clauses 3.2, Tenet may charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate, from time to time, of [X] Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, (whether before or after any judgement).

3.6 Any Annual Fee payable under this Agreement is exclusive of value added tax.

4. SITE CONTENT

4.1 You agree that Tenet will not be held responsible or liable for the content of the information on the Site and shall not be responsible for the accuracy and/or functionality of such information. Whilst Tenet makes reasonable efforts to ensure the accuracy of information (including but not limited to the Advert or any other adverts) uploaded onto the Site, Tenet accepts no liability for any inaccuracies and if you should rely on this information do so at you own risk, this shall include information provided by other suppliers.

4.2 By submission of any contribution (including but not limited to any Advert, website link, text, graphics, video or audio) you agree to such contribution appearing on the Site, and in other material, which Tenet may decide, at Tenet's absolute discretion.

4.3 By agreeing to your Advert being uploaded to the Site you:

4.3.1 warrant that such Advert does not infringe the intellectual property rights (including but not limited to, copyright, trademarks, design rights, trade names, domain name, confidential information, trade secrets and know-how) of any third party and it is your own original work and that you have the right to make it available to Tenet for all the purposes specified in clause 4.2;

4.3.2 indemnify Tenet against all legal fees, costs, damages, liabilities and other expenses that may be incurred by Tenet as a result of your breach of the warranty in clause 4.3.1;

4.3.3 agree to waive any moral rights in your Advert for the purposes of its uploading, submission to and publication on the Site, and the other purposes specified in clause 4.2;

4.3.4 acknowledge and agree that it may be copied or downloaded by users; and

4.3.5 will supply such information, technical assistance and facilities as from time to time Tenet may reasonably require to enable your Advert and, if applicable, link to your website, to be maintained on the Site.

5. AVAILABILITY

5.1 Tenet will use reasonable endeavours to maintain the Site to ensure that it continues to operate.

5.2 You acknowledge that the Site or the systems, servers and equipment maintaining the Site may, from time to time, be inoperative in full or in part as a consequence of but not limited to mechanical breakdown, maintenance, viruses, bugs, hardware or software upgrades, telecommunications connectivity problems or other unforeseen events or factors beyond the reasonable control of Tenet. You agree Tenet will not be held liable for its failure or inability to provide continuous, error free, uninterrupted services under these or any other circumstances.

5.3 Where the Site is inoperative, in full or in part, for reasons within Tenet's control then Tenet will use reasonable endeavours to rectify faults or problems to restore the Site to full operational capacity as soon as reasonably practicable. 6. TERMINATION

6.1 This Agreement shall come into force on the date of this Agreement and, subject as provided in clause 6.2, shall continue in force for an initial period of one (1) year. This Agreement will automatically be renewed for further periods of one (1) year, on expiry of the initial, and each subsequent one (1) year period, unless either party gives notice to the other party of at least two (2) months prior to the termination of any one (1) year period, that the Agreement is not to be renewed for a further period of one (1) year.

6.2 Tenet may terminate this Agreement with immediately effect and remove your Advert from the Site if:

6.2.1 Tenet, at its sole discretion, believes that the content of the Advert, or your own linked website is, or may be considered, to no longer be Lawful;

6.2.2 the Site fails to launch as expected, for whatever reason, and in these circumstances Tenet will use reasonable endeavours to refund any monies paid, within ten (10) days of Tenet's decision not to launch; 6.2.3 any event occurs in relation to your business and/or an employee, director, agents or consultants of your business which, in the reasonable opinion of Tenet, would have an adverse effect on Tenet's business, or its other supplier's, schools, universities, academies, colleges or the Site (including but not limited to, the running of the business illegally or your business or its directors suffering from any adverse publicity);

6.2.4 you are in default of any term of this Agreement and, in the case of a default capable of remedy, have failed to remedy the default after service of fourteen (14) days written notice requiring the default to be remedied; 6.2.5 you fail to make payment of any invoice within thirty (30) days of the date of the invoice;

6.2.6 you go into administration, a voluntary arrangement, liquidation, bankruptcy, receivership or cease to carry on your business; or

6.2.7 any other reasonable reason which Tenet shall decide, at its sole discretion, merits the termination of this Agreement.

7. CONSEQUENCES OF TERMINATION

7.1 Upon the termination of this Agreement for any reason:

7.1.1 Tenet shall cease to include your Advert on the Site;

7.1.2 refund to you, pro-rata, any Annual Fee which has been paid in advance by you (subject to Tenet retaining an administration fee of £50.00, plus VAT);

7.1.3 where you have been given our express permission to do so, you shall immediately remove our name trademark, and logo from your website, marketing materials and/or any other material where it is contained; and

7.1.4 you shall do all other reasonable acts and duties reasonably required by Tenet for the orderly termination of the provision of this Agreement.

8. GENERAL

8.1 The Site is controlled and operated by Tenet from its offices in the United Kingdom. Tenet makes no representation that materials on this Site are appropriate or available for use in other jurisdictions which is your responsibility.

8.2 Nothing in this Agreement is intended to or shall operate to create or constitute a partnership between the parties

8.3 The failure to exercise or any delay in exercising any right, power or remedy whether provided by this Agreement or otherwise does not constitute a waiver of or impair such right, power or remedy. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement. No single or partial exercise of any such right, power or remedy shall preclude or impair any other or further exercise of any other right, power or remedy whether provided by this Agreement or otherwise. The rights and remedies provided in this Agreement are not exclusive of any rights or remedies provided by law.

8.4 This Agreement and any dispute or claim arising out of it or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.

Signed by the parties or their duly authorised representatives on the date written on page one of this Agreement.

Schedule 1