EXHIBIT B: SEARCH ENGINE OPTIMIZATION SERVICES WORKING AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Services. Excellira will perform the Search Engine Optimization (“SEO”) services that comprised the Proposed SEO Campaign as described in the Proposal to the client and incorporated herein by reference, including the following services to the extent they are included in the Proposed SEO Campaign in connection with the development of SEO strategies for Client’s web site (the “Web Site”) (collectively, the “Services”):

(a) Excellira may provide a list of keywords and phrases intended to improve the volume of traffic to the Web Site. Client acknowledges and agrees that (i) the number of keywords may vary due to the information available in the research tools Excellira uses in the process of discovering and selecting keywords for the Web Site, and (ii) that Excellira is seeking quality rather than quantity and, therefore, poor quality keyword terms may not be included thereby reducing the number of keywords to be provided to Client. Excellira makes no warranties or representations of any kind regarding the use of the keywords and phrases or any page titles, metatags and file names) provided to Client under this Agreement. Client expressly agrees that the use of such keywords, phrases, page titles, metatags and file names is at Client’s sole risk.

(b) Excellira may create or edit Client’s existing web pages to include various HTML tags, content, text or other elements as deemed necessary by Excellira in order to aid submissions to selected search engines and directories. Excellira will coordinate with Client’s copywriters and design staff to assist with the creation of additional web pages for the purpose of targeting specific agreed-upon keyword or phrase searches relevant to the Web Site. These web pages will be placed in locations to be determined by Excellira to be most effective.

(c) Excellira may install, recommend, update, upgrade and/or configure software programs or packages (collectively, the “Software”) as necessary to provide the Services. Excellira shall not be responsible for keeping copies, back-ups or any other form of the Software after turning over the original copies to Client. Excellira will not maintain the Software or perform daily tasks required for the maintenance of the Software under this Agreement unless otherwise agreed in writing by the parties. Client shall be responsible for the cost of any licenses necessary for the installation of any third-party software programs or packages hereunder. Excellira shall not be responsible for managing or maintaining copies of any third-party software programs or packages installed under this Agreement.

(d) Excellira may create custom reports for positioning of the Web Site, including any custom web pages created by Excellira under this Agreement. Excellira will provide detailed reports to Client. Client acknowledges that any reports provided by Excellira shall be considered estimates based on industry standard reporting software and techniques and shall not be construed as an exact counting of each and every submission.

(e) Excellira may provide editing services and continue to adjust all web pages, keywords and other media created by it under this Agreement for a period of the lesser of twelve (12) months or the term of the Campaign as described in the Proposal from the Effective Date in an effort to increase the effectiveness of the Services.

(f) Excellira may monitor and report on search engine placement and SEO performance.

1.2 Client agrees that, except as otherwise agreed in writing by the parties, Excellira is not responsible for providing any services or performing any tasks not specifically set forth in this Section 1.

1.3 Client agrees to make available to Excellira, for Excellira’s use in performing the Services hereunder, the Client Materials (as that term is defined below) and such other items of hardware and software as Client and Excellira agree are reasonably necessary for such purpose. Client further agrees to provide access to services, hosting, FTP or other resources deemed necessary by Excellira to fulfill its obligations under this Agreement.

1.4 In the event of any conflict between the terms of this Agreement and the Proposal, the terms of this Agreement shall control.

2. Grant of Licenses/ Ownership.

2.1 Client grants to Excellira, and Excellira accepts from Client, a non-exclusive, worldwide, royalty-free right and license for the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, copy, prepare derivative works from, distribute, perform, display and use any and all portions of the Web Site, including, without limitation, software (in object or source code form), script, programming code, data, information, HTML code, trademarks, service marks, images, illustrations, graphics, multimedia files, text and/or other components of the Web Site (collectively, “Client Materials”) in connection with Excellira’s performance of the Services under this Agreement. Excellira agrees that nothing in this Agreement shall give Excellira any right, title or interest in the Client Materials other than the right to use the same in accordance with this Agreement. Client shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the Client Materials. All rights not expressly granted, waived and/or released by Client under this Agreement are reserved by Client.

2.2 In providing the Services, Excellira may develop and/or employ proprietary positioning techniques, software (in object or source code form) and other materials and resources as it deems necessary to provide the Services hereunder (collectively, “Excellira Materials”). Excellira reserves the right to create specially coded web pages to prevent competitors of Excellira from copying code and/or any resources employed by Excellira, which pages shall constitute Excellira Materials. Client agrees that nothing in this Agreement shall give Client any right, title or interest in the Client Materials other than the right to use the same in accordance with this Agreement. Excellira shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the Excellira Materials. In consideration of Client’s payment of all compensation to Excellira hereunder, Excellira grants to Client, and Client accepts from Excellira, a non-exclusive, worldwide, royalty-free right and license to use the Excellira Materials that are incorporated in the Web Site solely in the course of Client’s business operations and for its own business purposes. Client may not edit, modify, prepare derivative works from, distribute, use on sites other than the Web Site, distribute, sell or otherwise transfer the Excellira Materials to third parties. All rights not expressly granted by Excellira under this Agreement are reserved by Excellira. Excellira may place copyright and/or proprietary notices, including hypertext links within the Excellira Materials as incorporated within and on the Web Site. Client may not alter or remove such notices without Excellira’s prior written permission.

3. Client Acknowledgements. Client hereby acknowledges the following with respect to the Services:

(a) Excellira accepts no responsibility for and has no control over the policies of third-party search engines, directories or other web sites (“Third-Party Resources”) including, without limitation, with respect to the classification or type of content accepted by Third-Party Resources whether now or in the future. The Web Site or its content may be excluded or banned from any Third-Party Resource at any time. Client agrees not to hold Excellira responsible for any liability for actions taken by Third-Party Resources.

(b) The nature of many of the resources Excellira may employ under this Agreement are competitive in nature. Excellira does not guarantee #1 positions, consistent positioning, “top 10 positions” or placement for any particular keyword, phrase or search term. Client acknowledges that Excellira’s past performance is not indicative of any future results Client may experience.

(c) SEO and submissions (including any edits or changes) to search engines and directories can take an undetermined amount of time for inclusion, unless paid inclusion programs are employed.

(d) Any of the search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.

(e) Search engines may drop listings from its database for no apparent or predictable reason. Excellira will re-submit resources to the search engine based on the current policies of the search engine in question.

(f) Excellira is not responsible for any down time, lost files, improper links or any other loss that may occur in the performance of Services by Excellira hereunder.

(g) Excellira is not responsible for changes made to the Web Site by the Client and/or third parties that adversely affect the Services. Excellira will make reasonable efforts to keep Client informed of any Client and/or third-party changes of which Excellira is made aware that adversely affect any of the Services and/or interfere with Excellira’s performance of the Services hereunder. Client acknowledges that Excellira may not become aware of changes to Third-Party Resources, industry changes or any other changes that may or may not affect the Services.

(h) Some of the Third-Party Resources only offer paid inclusion programs that require a fee or continued maintenance or performance fees. Client is solely responsible for all paid inclusion fees and must maintain adequate funds in any Third-Party Resource account in order to maintain inclusion in these resources. A complete list of Third-Party Resources employed under this Agreement and an estimate of fees for specific keywords and other listings is set forth in Exhibit A hereto and incorporated herein by reference.

(i) During the term of this Agreement, Client agrees to submit to Excellira for review any proposed changes to the Site, including without limitation, any changes to design strategies, existing code or other techniques, whether being made by Client or by a third party on Client’s behalf. To the extent Excellira, upon review of said proposed changes, determines that some or all such changes may adversely affect SEO and/or the Services provided hereunder, Excellira will so advise Client. If Client opts for implementing any such changes, it does so at its sole risk and Excellira shall not be held responsible for any resulting adverse effects on SEO and/or the Services provided hereunder.

(j) Client agrees to install and maintain on the Web Site an analytic system approved by Excellira (such as the free Google Analytics system) designed to monitor the sales and traffic performance of the Web Site, and to make that system and its information accessible to Excellira during the term of this Agreement.

(k) SEO will not work on all platforms.

(l) Excellira will not be responsible for the results, productivity or any other measurable metric concerning the SEO services that comprised the Proposed SEO Campaign not specified in Exhibit A hereto.

4. Payment. Client shall pay Excellira the amounts set forth on the Proposal, and at such times provided by the payment schedule specified therein. In the event Client fails to make any of the payments set forth on Exhibit A within the time prescribed therein, all amounts not paid within ten (10) days of the due date shall bear interest at the rate of the lesser of 2.0% per month, or the maximum rate allowed by law. Excellira has the right to suspend its Services and remove any Excellira Materials and SEO under Excellira’s control until payment is paid in full. Client shall pay all costs of collection, including reasonable attorney’s fees and expenses, in the event collection efforts on the part of Excellira are required.

5. Confidentiality. Client agrees that the Excellira Materials contain proprietary information, including trade secrets, know-how and confidential information, that is the exclusive property of Excellira. During the term of this Agreement and at all times after its termination, Client and its employees shall maintain the confidentiality of the Excellira Materials and not sell, license, publish, display, distribute, disclose or otherwise make them available to any third party nor use them except as authorized by this Agreement. Client shall not disclose any of the Excellira Materials to persons not an employee of Client without the prior written consent of Excellira, except (i) to the extent necessary to comply with the law or a valid order of a court of competent jurisdiction, (ii) to its auditors or its attorneys as part of its normal reporting or review procedures, and provided that such auditors or attorneys agree to be bound by the provisions of this Section 5, or (iii) in order to enforce its rights pursuant to this Agreement. Client agrees to notify Excellira in advance in the event the Excellira Materials must be disclosed pursuant to Sections (i) or (iii) above, and agrees to cooperate with Excellira in seeking orders of protection or such other measures as may be reasonably necessary to protect the confidentiality of the Excellira Materials.

6. Warranties and Disclaimer.

6.1 Excellira represents and warrants that: (1) Excellira has the full and unrestricted power and authority to enter into and perform under this Agreement and to grant the rights and licenses granted to Client hereunder; (2) the license grant and other provisions of this Agreement are not in conflict with and do not violate any commitment, agreement, obligation or understanding that Excellira now has or in the future will have with any person or entity; (3) Client’s use of the Excellira Materials (not including any file names, page titles, metatags, keywords and phrases provided to Client under this Agreement), in the original form in which they are made available to Excellira hereunder and when used in accordance with this Agreement, will not violate the rights of any third party, including, but not limited to, copyrights, moral rights, or intellectual property, proprietary or other rights of any third party, or cause Excellira to incur any liability of any kind to any third party; and (4) Excellira owns all right, title and interest in and to the Excellira Materials (not including any file names, page titles, metatags, keywords and phrases provided to Client under this Agreement), and all proprietary or intellectual property rights therein, or has express written authorization from the owner to copy, publish, edit, modify, prepare derivative works from, distribute and use the Excellira Materials (not including any file names, page titles, metatags, keywords and phrases provided to Client under this Agreement) as intended by the parties under this Agreement and to grant the rights and licenses granted to Client hereunder.

6.2 Client represents and warrants that: (1) Client has the full and unrestricted power and authority to enter into and perform under this Agreement and to grant the rights and licenses granted to Excellira hereunder; (2) the license grant and other provisions of this Agreement are not in conflict with and do not violate any commitment, agreement, obligation or understanding that Client now has or in the future will have with any person or entity; (3) Excellira’s use of the Client Materials, in the original form in which they are made available to Excellira hereunder and when used in accordance with this Agreement, will not violate the rights of any third party, including, but not limited to, copyrights, moral rights, or intellectual property, proprietary or other rights of any third party, or cause Excellira to incur any liability of any kind to any third party; and (4) Client owns all right, title and interest in and to the Client Materials, and all proprietary or intellectual property rights therein, or has express written authorization from the owner to copy, publish, edit, modify, prepare derivative works from, distribute and use the Client Materials as intended by the parties under this Agreement and to grant the rights and licenses granted to Excellira hereunder.

6.3 EXCEPT AS EXPRESSLY STATED AT SECTION 6.1, EXCELLIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THIS AGREEMENT AND/OR ITS SUBJECT MATTER OR ANY OTHER WARRANTY WITH RESPECT TO THE SERVICES, THE EXCELLIRA MATERIALS AND/OR ANY OTHER MATERIALS OR RESOURCES PROVIDED TO CLIENT HEREUNDER.

7. Limitation of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, PROFITS, OPPORTUNITIES OR GOODWILL DAMAGES FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 AND THE BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5.

8. Maximum Liability. Except for the parties’ respective indemnification obligations under Section 9 or a breach of confidentiality obligations under Section 5, the parties’ maximum liability for damages shall be limited to the total fees paid and payable hereunder.

9. Indemnification.

9.1 Excellira agrees to indemnify, defend, and hold harmless Client, its directors, officers, employees and agents, from and against any action, claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), arising out of any breach by Excellira of any representation or warranty made by Excellira hereunder; provided, however, that Client shall not be entitled to any indemnification pursuant to this Section 9.1 with respect to any such Liabilities that arise directly out of a breach by Client of any of Client’s representations, warranties or other obligations under this Agreement.

9.2 Client agrees to indemnify, defend, and hold harmless Excellira, its directors, officers, employees and agents, from and against any Liabilities arising out of any breach by Client of any representation or warranty made by Client hereunder and/or the use by Client of any keywords and phrases provided to Client under this Agreement; provided, however, that Excellira shall not be entitled to any indemnification pursuant to this Section 9.2 with respect to any such Liabilities that arise directly out of a breach by Excellira of any of Excellira’s representations, warranties or other obligations under this Agreement.

10. Termination. This Agreement may be terminated by either party (i) upon thirty (30) days written notice to the other party, in the event of a material breach of this Agreement by the other party that remains uncured; (ii) in the event the other party makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, if a petition in bankruptcy is filed against the other party, or if a receiver or trustee is appointed for all or any part of the property or assets of the other party Client; or (iii) as mutually agreed upon by the parties. In the event this Agreement is terminated, Client shall pay Excellira for all Services and/or work undertaken in performance of its obligations hereunder up to the date of termination. Such payment is due upon Excellira’s submission of an invoice that reasonable documents the extent to which performance of Services was completed through such date of termination.

11. Use of Material for Promotional Purposes. Client grants Excellira the right to list, reference or otherwise identify Client as a client of Excellira and to promote the Services provided by Excellira hereunder in connection with Excellira’s advertising and marketing of its services.

12. Miscellaneous.

12.1 The performance by Excellira of its duties and obligations under this Agreement shall be that of an independent contractor, and nothing in this Agreement shall create or imply an agency relationship between Excellira and Client, nor will this Agreement be deemed to constitute a joint venture or partnership.

12.2 Client shall not assign this Agreement and any or all of its rights or obligations hereunder, to any person or entity without the prior written consent of Excellira.

12.3 If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable under any applicable statute or rule of law by a court of competent jurisdiction, such provision shall be deemed amended to conform to applicable laws to the maximum extent permissible so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of this Agreement shall remain in full force and affect, and shall be enforceable.

12.4 All notices shall be in writing and shall be deemed to be delivered when received by certified mail, postage prepaid, return receipt requested, or when sent by facsimile or e-mail upon electronic confirmation thereof. All notices shall be directed to the parties at the respective addresses given in the Proposal or to such other address as either party may, from time to time, designate by notice to the other party.

12.5 This Agreement shall be governed in all respects by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles, and all actions in connection with this Agreement must be brought in a state or federal court located in the Commonwealth of Massachusetts, and both parties hereby submit to the jurisdiction and venue of any such court.

12.6 The respective rights and obligations of the parties hereunder shall survive any termination or expiration of this Agreement to the extent necessary to the intended preservation of said rights and obligations.

12.7 If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, act of terrorism, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes; provided, however, that no such event shall excuse the payment of money due up to the time of such event.