PLEASE NOTE THE LAST DAY TO EARN OR REDEEM G'S IS JANUARY 27, 2011.

These Terms and Conditions ("Terms") apply to the GBB Rewards Program ("Program") offered by GroupBuyBrand ("GBB") to GBB End Users in good standing ("Member" or "you"). Please read these Terms carefully as they govern all aspects of the Program. By participating in the Program you agree to the Terms. If you want to opt out of the Program, you must send an email to support@groupbuybrand.com. By opting out, you forfeit any points or rewards earned under the Program and will be removed from all email communications from GBB.

The Program is designed to reward GBB Members that conduct certain transactions through the GBB website at www.groupbuybrand.com (the "Site"). Members are awarded certain points ("Points") that they can redeem for GBB, in accordance with these Terms. The effective date ("Effective Date") of this Program is March 25, 2010.

*Please note that this Program is only available in certain geographical areas. During this roll-out, only eligible Members invited by GBB in those areas will be eligible to participate in the Program. G's (Points) will be available to earn or redeem only through January 27, 2011. *

1. Eligibility to Participate.

Participation in the Program is limited to GBB End Users in good standing who are 18 years of age and older, or the age of majority in their stated of residence, whichever is older and residents of the United States of America. The Program is maintained for the benefit and participation of individual Members only. During the first phase of the Program roll out, only invited individuals are eligible to participate in the Program. Groups, corporations, associations or other legal entities are not eligible. Each Member may maintain only one account under the Program. Duplicate accounts will be subject to cancellation. Only the Member named on the account will be entitled to Points issued on that account. You do not need to take any special steps to participate in the Program. You are automatically enrolled once you become a Member of GBB unless you opt out as set forth above.

2. Qualifying Activities.

The following activities ("Qualifying Activities") may result in the award of Points to Members participating in the Program:

• Purchases made by you of products and services at www.groupbuybrand.com ("Qualifying Purchase"), and
• Any other action that GBB may, from time to time in its sole discretion, promote or designate as a "Qualifying Activity".

No Points will be awarded for Qualifying Activities that occur prior to the Effective Date of the Program or before the start date of the promotional offer to which the Qualifying Activity relates.

3. Determination of Points.

Each Qualifying Activity will result in the award of a certain number of Points as specified by GBB. The number of points will typically be displayed on the Site prior to your engaging in the Qualifying Activity or be communicated to you via an email message. The specified Points will be added to the account of the Member that engaged in the Qualifying Activity. Points cannot be combined across more than one Member account.

All Points are subject to review and verification by GBB. GBB reserves the right to withhold or delay the award of Points until it has confirmed or cleared the transaction constituting the Qualifying Activity. GBB reserves the right, at its sole discretion, to adjust a Member's account status due to computer error, machine malfunction, employee, customer or other error, fraud or other misuse of the Points or the Program. All decisions of GBB with respect to the issuance, deduction, adjustment or use of Points shall be final and binding on all Members.

GBB further reserves the right to deduct Points already awarded if it discovers in its sole discretion that the Qualifying Activity was invalid, fraudulent or did not comply with GBB policies and procedures. For all returned purchases associated with a Qualifying Purchase made by you, GBB reserves the right to deduct the Points earned for such purchase from your Program account.

Accrued Points do not constitute the property of any Member. Points are not transferable (i) upon death, (ii) as part of a domestic relations matter, or (iii) otherwise by operation of law. Points accrued in a Member's account shall be maintained in that account until it is redeemed for an award or until it expires, whichever occurs first.

ALL POINTS EXPIRE IN A MEMBER ACCOUNT SIX (6) MONTHS FROM THE DATE OF LAST QUALIFYING GBB PURCHASE FOR THAT ACCOUNT. ALL POINTS REMAINING IN YOUR ACCOUNT AS OF 1/28/2011 WILL BE CONVERTED TO GBB BUCKS AS OF 2/1/2011.

4. Redemption.

A Member may redeem Points for GBBs and other items GBB may offer from time to time.

A Member may redeem Points for GBBs. The procedures for redeeming Points are set forth at www.groupbuybrand.com/users/current_user/reward_activity. When redeeming Points for GBBs, you must have enough Points to pay for the entire GBB purchase.

Your account balance of Points is adjusted as Points are earned and redeemed. Points cannot be redeemed for cash, are not transferable and have no face value. Points may only be redeemed for purchases and other items on www.groupbuybrand.com.

Your account balance of Points is adjusted as Points are earned and redeemed. Points cannot be redeemed for cash, are not transferable and have no face value. Points may only be redeemed for purchases and other items on www.groupbuybrand.com.

5. Other Terms and Conditions.

A. Participation in the Program and use of the GBB Site are also subject to the GBB Terms of Service, which can be found at www.groupbuybrand.com/reward/terms_of_service. In the event of any conflict between these Terms and the GBB Terms of Service, the GBB Terms of Service shall prevail. Participation in the Program is also subject to any terms and conditions, rules, regulations, policies, and procedures relating to the Program ("Program Rules") that GBB may, at its discretion, adopt from time to time. GBB has the sole right to interpret and apply the Program Rules. Each Member shall be responsible for remaining knowledgeable as to the Program Rules and the amount of Rewards in his or her account. The decisions of GBB shall be final and binding as to all matters relating to the interpretation and application of these Terms or the Program Rules.

B. These Terms, together with the GBB Terms of Service and the Program Rules, represent the entire agreement of the parties with respect to the Program and supersede any and all prior agreements, communications or understandings regarding the same. GBB reserves the right to modify or terminate this Program at any time, including, but not limited to, changing the Terms, benefits, conditions of participation or earning levels, even though changes may affect the value of the Points already accumulated. GBB may, among other things, withdraw, limit, modify or cancel any award; increase the number of Points required for any award; modify or regulate the transferability of awards or benefits; add an unlimited number of blackout dates; or limit the number of awards available to Members. Members, in accumulating Points, may not rely upon the continued availability of an award or award level, and Members may not be able to obtain all offered awards or use awards at all Merchants.

C. GBB may modify these Terms or terminate the Program at any time, in its sole discretion, by posting amended Terms or a termination notice on the Rewards section of the GBB Site, or by sending an email to the email address tied to the Member's account with GBB. Such notice shall be effective immediately after it is posted or emailed. If an amendment is not acceptable to you, your only recourse is to opt out of the Program.

D. This Program is void outside the United States and where prohibited or restricted by law.

E. GBB may, in its sole discretion, suspend or terminate any Member's account under this Program, including any ability to redeem Points, for any violation of these Terms, the Terms of Service or the Program Rules, or for any fraudulent or other activity that GBB considers detrimental to the Program or for any other reason that GBB deems appropriate.

F. Each Member is solely responsible for any federal, state and other tax liabilities relating to or arising out of his or her participation in the Program, receipt or redemption of Points. Each Member is also responsible for, and if requested, shall pay. any sales and other taxes that may be charged on any award of Points, any Qualifying Activity, or any redemption.

G. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GBB DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE PROGRAM AND ANY PRODUCT OR SERVICES RECEIVED IN CONNECTION WITH THE PROGRAM, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR GENERAL USE OR PURPOSE.

H. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBER HEREBY RELEASES AND WAIVES, AND GBB AND ITS AFFILIATED COMPANIES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS, SHALL NOT BE LIABLE FOR ANY CLAIMS, ACTIONS, INJURY, LOSS OR DAMAGE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, RESULTING FROM THE PROGRAM OR ANY PRODUCTS, SERVICES, MERCHANDISE, FOOD OR OTHER ITEMS RECEIVED IN CONNECTION WITH THE REDEMPTION OF POINTS.

THIS LIMITATION OF LIABILITY IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME OR PROFIT; LOSS OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES.

I. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS.

J. GBB is not responsible for printing or typographical errors in any Program related materials; for stolen, lost, late, misdirected items; or for transactions and/or emails that are lost, misdirected, fail to enter into the processing system or are processed, reported or transmitted late or incorrectly or are lost for any reason including computer, telephone, paper transfer, human or other error; or for electronic, computer or telephonic malfunction or error, including inability to access any web site associated with the Program, or process any transaction thereon. If in GBB's opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Program, or if computer virus, bugs, unauthorized intervention, fraud or technical difficulties or failures compromise, or corrupt or affect the administration, integrity, security, fairness, or proper conduct of the Program, GBB reserves the right at its sole discretion to disqualify any individual connected therewith, to modify or suspend the Program, or to terminate the Program.

K. These Terms and any legal issues arising out of the Program are governed by and in accordance with the laws of the State of Illinois (exclusive of its rules regarding conflicts of laws). By participating in the Program, each Member agrees that any dispute or claim arising out of or in connection with these Terms or the performance, breach or termination thereof, or the Program, shall be finally settled by arbitration in Chicago, Illinois under the Commercial Arbitration Rules of the American Arbitration Association.