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Special Markets Purchase Agreement

AGREEMENT made on [Date] by and between [Name] of [Address] hereinafter referred to as "Dealer", his or her heirs, executors, administrators, successors and assigns; and [Name] of [Address] hereinafter referred to as the "Publisher", his or her heirs, executors, administrators, successors and assigns;

WITNESSETH:

In consideration of the mutual covenants herein contained, the parties agree as follows:

1. Qualifications. Dealer warrants that [--%] or more of its annual net revenues are derived from outside traditional book trade channels:

(bookstores, book dealers, book wholesalers and libraries)

Dealer shall submit a copy of their catalog for documentation. Dealer must be designated as a Special Market Account by Publisher before any books can be shipped under this agreement.

2. Returns. Dealer will buy the Publisher from Publisher on a non-returnable basis. Publisher will replace any books arriving at Distributor's warehouse in a defective or damaged condition.

3. Discounts. Discounts shall be governed by the Special Market Discount Schedule, below. Titles may be mixed.

10 - 49 books [--%]

50 - 499 books [--%]

500 - 2499 books [--%]

2500 or more books [--%]

4. Terms. Net [--] days, F.O.B. origin.

5. Termination. This agreement may be canceled by either party on [--] days written notice. Any outstanding invoices shall be paid and the books remain non-returnable.

6. Allowances. Cooperative advertising allowances are not available to Special Market customers.

7. Drop shipments. Publisher will ship directly to Dealer's customer on the following basis:

(a) Single orders: List price, less [--%], plus [$------] for shipping. Dealer shall provide a pre-addressed shipping label and a check with the order. Publisher will send an invoice directly to the Dealer via First Class U.S. Mail.

(b) Larger orders to one address: List price, discount according to the schedule above, plus shipping charges. Dealer shall provide pre-addressed shipping labels and a check with the order. An invoice will be sent directly to the Dealer via First Class Mail.

8. Interpretation. This Agreement shall be governed by and interpreted in all respects in accordance with the Law of the United States of America, the state of [State]. This contract is executed in and all disputes shall be decided in the state and county where the Publisher is located.

IN WITNESS WHEREOF the parties hereto have executed and duly witnessed this Agreement as of the day and year first written above.

Signature

Dealer

Name

Title

Social Security #

Signature

Publisher

Name:

Title:

Social Security #

Customer Number:

(Witnessed by:

This Section for Notary:

Acknowledgment

STATE OF -------)

) ss: [date]

COUNTY OF ------)

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

[signature]

[Name of Notary Public]

My commission expires: [date]

(Seal)