INTELLIMED International Corporation
GRAPHIC IMAGE USE AGREEMENT

This GRAPHIC IMAGE USE AGREEMENT (the "Agreement"), is hereby entered into between INTELLIMED International Corporation, ("INTELLIMED"), and the User ("USER"), identified at the bottom of this agreement. The following terms and conditions represent this Agreeement by which INTELLIMED grants the use of its Innerbody.Com web site graphic images to the USER. The effective date of this Agreement is the date signed by the User and filled in below.

1. Graphic Image Definition: INTELLIMED agrees to grant the use of its web site Graphic Image(s) (the "Image") to the USER for a designated time period from the effective date of this agreement. USER shall transmit this Agreement to INTELLIMED by fax (602) 280-8909 upon completion. The Image will be sent to the USER at their email address provided below.

2. USER Obligations and Restrictions: The USER agrees that:
The Image shall be used for educational/professional (circle one) purposes.
The Image shall not be provided to another user nor shall the Image be used as a part of any web site.
The Image file shall not to be reproduced or altered and stored in a publicly accessible machine readable format.
The USER agrees to send INTELLIMED a copy of the finished material in which the image was used to the billing address listed below. In the case of online material, the URL of the completed project must be submitted.
The USER agrees to provide the following credit in the material containing the Image: "{image file names} from Human Anatomy Online (www.innerbody.com) provided by INTELLIMED International Corporation"
The Image shall be used for the purpose of: _______________________________________________________
__________________________________________________________________________________________

3. USER Image Fee: The USER shall adhere to the following schedule:
a. $20.00 per static file for a period of three (3) months.
b. $30.00 per static file for textbook use. A new GRAPHIC IMAGE USE AGREEMENT must be signed and the

corresponding fee must be paid prior to each new printing of the textbook.
c. $150.00 per animated file for a period of three (3) months.

d. $250.00 per animated file for an indefinite time period

.

Payment Terms: The appropriate fee defined in Paragraph 3. above shall be paid within 15 days of the Effective Date of this Agreement to INTELLIMED at 1825 E. Northern Avenue, Suite 175, Phoenix, AZ (USA) 85020. Image use is not considered authorized until said payment has been received. USER will be notified when payment has been received.

5. Liability: INTELLIMED shall not be held responsible for errors or omissions in the Image. INTELLIMED shall be held harmless by the USER from and against any damage, cost or liability, including reasonable attorneys' fees for any acts or omissions of INTELLIMED, its officers, employees, agents, or subcontractors through the use of the Image by the USER. The USER assumes all liabilities for any suits which may arise as a result of the use of the INTELLIMED Image, except in the case where the Image was negligently or fraudulently assembled by INTELLIMED.

6. General: The provisions and terms of this Agreement shall inure to the benefit of the USER, and is binding upon the successors and the assigns of both parties, and any person entitled to be identified hereunder. Further, the term of this Agreement may be extended as determined appropriate and necessary by mutual consent of the parties.

Agreed to this ____ day of ____________________, 20__ by: