PARENTING MAGAZINE ADVERTISING TERMS AND CONDITIONS

Babytalk, Babytalk First Months and Babytalk Mom-To-Be MAGAZINE

2008 ADVERTISING TERMS AND CONDITIONS

The following are certain general terms and conditions governing advertising published in Babytalk, Babytalk First Months and Babytalk Mom-To-Be Magazine (the “Magazine”) published by The Parenting Group Inc. (the “Publisher”).

1. Submission of advertising for publication constitutes acceptance of these terms by Advertiser and Agency. No conditions other than those set forth on this rate card and the insertion order shall be binding on the Publisher unless specifically agreed to in writing by the Publisher.

2. All advertisements and their content are subject to Publisher’s approval. Publisher reserves the right to reject or cancel any advertisement, insertion order, space reservation or position commitment at any time. Publisher shall not be liable for any costs or damages if for any reason Publisher fails to publish an advertisement, or for errors in key number or advertisers index.

3. Conditions, other than rates, are subject to change by Publisher without notice. Rates are subject to change upon notice from the Publisher. Cancellation of any space reservation by the Advertiser or its Agency for any reason other than a change in rates will result in an adjustment of the rate (shortage) based on past and subsequent insertions to reflect actual space used at the earned frequency or volume rate.

4. Cancellation or changes in orders may not be made by the Advertiser or its Agency after the closing date. Advertisements not received by closing date will not be entitled to approval or revision by Advertiser or its Agency.

5. Positioning of advertisements is at the discretion of the Publisher except where request for a specific position is granted, in writing, by the Publisher.

6. Publisher is not liable for delays in delivery, or non-delivery, in the event of an Act of God, action by any governmental or quasi-governmental entity, fire, flood, insurrection, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slow down, or any condition beyond the control of Publisher affecting production or delivery in any manner.

7. Advertiser and its Agency shall be jointly and severally liable for monies due and payable to Publisher for advertising ordered and published. Should collection efforts become necessary, Advertiser and its Agency agree to pay attorney fees, expenses, and costs incurred in connection with collection of all monies due.

8. Advertiser and its Agency warrant that they are properly authorized to publish the entire contents and subject matter of all advertising submitted for publication. When advertisements containing the names, likenessses and/or testimonials of living persons are submitted for publication, the order or request for the publication thereof shall be deemed to be a warranty by the Advertiser and its Agency that they have obtained written consent of the use of the name, likeness and/or testimonial of each and every living person which is contained therein. Advertiser and its Agency agree to indemnify and hold Publisher harmless from and against any loss, expense or other liability resulting from any claims or suits for misappropriation, libel, violation of rights of privacy, plagiarism, copyright infringement and any other claims or suits that may arise out of the publication of such advertisement.

9. Until credit is approved, Advertisements are run on a prepaid basis only.

1. Babytalk, Babytalk First Months and Babytalk Mom-To-Be Magazine (the “Magazine”) is priced on a calendar year issue-by-issue tally (IBIT) pricing system for full-run national advertising only. The IBIT pricing system is administered by comparing, for each issue of the magazine in which an advertiser books space and remits an invoice during an IBIT period (one calendar year), the issue’s total audited circulation as reported by issue in the magazine’s publisher’s statement (issued by the Audit Bureau of Circulations (ABC) or BPA Worldwide (BPA) for the first and second half of each calendar year) and the published total circulation rate base as set forth in the applicable magazine’s Rate Card.

2. In order to permit advertisers to apply earned IBIT credit in a timely manner, publishers’ statements are used to calculate IBIT credit.

3. Total audited circulation for magazines audited by the ABC is comprised of paid plus verified (plus analyzed non-paid for those magazines who count analyzed non-paid in their rate base). Total audited circulation for magazines audited by BPA is comprised of qualified paid plus qualified non-paid.

4. If the total audited circulation of the issue booked by an advertiser is lower than its published circulation rate base, the advertiser will receive a credit computed by multiplying the net cost after agency commissions (excluding production premiums) of the advertiser’s insertion in that issue by the percentage by which the total audited circulation is less than its published circulation rate base.

5. If the total audited circulation of the issue booked by an advertiser is higher than its published circulation rate base, the magazine will receive a credit computed by multiplying the net cost after agency commissions (excluding production premiums) of the advertiser’s insertion in that issue by the percentage by which the total audited circulation is greater than its published circulation rate base.

6. If, at the end of an IBIT period, the advertiser has more IBIT credit than the magazine does, the excess can be credited against future insertions not yet ordered or booked.

7. If, at the end of an IBIT period, the magazine has more IBIT credit than the advertiser, no adjustment will be made.

8. An advertiser’s insertions may be tallied by a brand or combination of brands to be agreed upon in advance in writing by the advertiser or its advertising agency and the magazine. Otherwise, all insertions will be grouped corporately by advertiser parent company. For IBIT credit to be tallied other than corporately, each brand or combination of brands must have a minimum of three insertions within an ABC/BPA reporting period. Changes cannot be made in the way an insertion is to be tallied subsequent to the last issue date of the IBIT period.

9. If an advertiser utilizes a split run with three or more brands, products or divisions, the IBIT pricing system will be applied to the brand, product or division using the largest portion of the split, unless otherwise requested in writing by the advertiser prior to the publication of the insertion.

10. IBIT credit must be used against future insertions not yet ordered or booked and must be used within 12 months after the end of the IBIT period in which the credit was earned. An advertiser may apply IBIT credit to brands, products or divisions (within the same advertiser parent company) other than those for which the credit was actually earned.

11. IBIT credit will be issued net of agency commissions and must be applied to invoices net of agency commissions. No agency commissions will be paid by the magazine on IBIT credit.