SERVICE AND PRIVATE LABEL AGREEMENT
This Service and Private Label Agreement (the "AGREEMENT") is made this 20th day of March 2000 (the
"EFFECTIVE DATE") by and between eNote.com Inc., a Delaware Corporation with its principal place of
business at 185 Allen Brook Lane, Williston, Vermont 05495 ("ENOTE"), and CoolEmail.com, Inc., an Illinois
Corporation with its principal place of business at 315 Park Avenue, Glencoe, Illinois 60022 ("CEM").
WHEREAS, CEM has developed a proprietary software and Internet-based communication system that
provides integrated messaging of e-mail, voicemail, calendaring, reminders, and other services via a product
called CoolEmail ("CEM SERVICES");
WHEREAS, eNote has developed a proprietary software and Internet-based communication system and
associated appliances which, among other features, permit users to view, send and receive e-mail and content
using television and a phone line and is engaged in the business of providing messaging and information via a
standard television interface ("TVemail(TM)");
WHEREAS, eNote wishes to obtain from CEM certain CEM Services for resale and integration with eNote
WHEREAS, CEM is willing to provide such CEM Services privately labeled as the services of eNote to eNote
customers in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties agree as
ARTICLE 1. SERVICES
1.1 CEM will provide to eNote and its individual and business
customers, in accordance with the terms and conditions of this
Agreement, a fully supported version of the CEM Services privately
labeled as the services of eNote for integration into eNote
product offerings (the "ENOTE PRIVATE LABEL CEM SERVICE").
1.2 CEM shall be solely responsible for the maintenance of the eNote
Private Label CEM Service. eNote and