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THE HOMAX GROUP, INC. COUPON REDEMPTION POLICY
AS OF APRIL 20, 2010

YOUR REDEMPTION OF OUR COUPONS INDICATES YOUR ACCEPTANCE AND COMPLIANCE WITH THIS REDEMPTION POLICY (the "Agreement"). NOTWITHSTANDING ANY COURSE OF DEALINGS (PAST PRACTICE OR OTHERWISE) BETWEEN US, NO PURCHASE ORDER, INVOICE, RETAILER-POLICY, OR SIMILAR DOCUMENT SHALL BE CONSTRUED TO MODIFY ANY OF THE TERMS OF THIS AGREEMENT.

It is the intent of The Homax Group, Inc. ("Homax"), to process coupon redemptions in the most efficient and cost effective way possible, to ensure that Homax can continue to provide consumers the promotional incentive that coupons offer.

A. Redemption at the Store

1. Coupons are redeemable only by a consumer purchasing the specific product(s) indicated on the coupon (i.e. the specific brand, size and quantity indicated), and only in strict accordance with the terms set forth on the face of the coupon and in this Agreement. The face value of the coupon should be deducted from the retail selling price. Only one coupon shall be honored for each item purchased without exception.
2. Retailers are to use reasonable care in accepting coupons. Retailers shall not accept coupons that have been reproduced, photocopied, mutilated, trimmed or altered in any way, all of which will be determined by the retailer in its sole discretion.
3. Coupons are non-assignable and are void and of no force and effect if transferred from their original recipient to any other person, firm or group prior to store redemption. Coupons are not to be used in swap boxes, taped to products or gathered and distributed by any other person or group for charitable fund raising purposes, or other otherwise used in any way except as described in Section 1 above.
4. Coupons are void if taxed, restricted or prohibited by applicable law.
5. The consumer must pay any applicable sales tax associated with the purchase.
6. Coupons are redeemable only by retail locations situated in the United States, its territories, and U.S. military bases.

B. Processing coupons for Payment

1. Homax will only accept properly redeemed and identified coupons: (a) directly from the retailer, or through (b) retailer clearinghouse, (c) retailer-billing agent, or (d) wholesaler-billing agent (collectively, the "Customer"). Coupons will not be honored if presented through unauthorized persons or companies. Coupons will be considered void when presented by an agency or broker not authorized by Homax.
2. All parties submitting coupons for redemption must comply with all applicable laws and regulations, including IRS reporting requirements, and must have an IRS taxpayer identification number.
3. To redeem coupons for Homax, send properly redeemed coupons to the redemption address identified on the coupon.

C. Policy for Payment and Denials

1. You will be reimbursed for the following amounts:
   1. Face value of coupons or, if the coupon calls for free merchandise, for your retail selling price (up to the stated cap amount); and
   2. $0.08 per coupon ("Customer Handling Fee") for each coupon properly redeemed (the $0.08 covers the following costs: front-end handling by the retailer; store to headquarters accounting; store occupancy; sundry loss; cost of funds; coupon processing; any other special handling, invoice preparation or other fees);
      
      1. Homax developed the Customer Handling Fee to fully compensate the Customer and their agents for all associated costs, including all handling and transportation expenses of any kind. Homax will not pay any additional fees or cost related to postage, shipping or transportation fees and/or miscellaneous fees. Due to system limitations and for ease of reconciliation, the $0.08 per coupon Customer Handling Fee will be computed in the following manner when a retailer, through its clearinghouse, submits an invoice for payment: a settlement of $0.05 per coupon handling fee plus a supplemental handling fee of $0.03 per coupon (billed as shipping/postage) will be paid to arrive at the $0.08 per coupon Customer Handling Fee. Homax will not pay any additional deduction fees or costs related to postage, shipping, transportation, and/or miscellaneous fees under any circumstances.
      2. The Customer Handling Fee constitutes full and complete compensation to the Customer and its agent for the customary and reasonable expenses incurred in processing the coupon from point of sale to redemption at Homax designated site. The Customer Handling Fee takes into account the total cost of coupon handling by the Customer and its agent, including postage, shipping, and transportation, when reasonable and efficient coupon processing methods are utilized by Customer and agent. Other expenses, such as clearinghouse charges and handling fees, are costs negotiated between Customer and its clearinghouse or agent, and are not the responsibility of Homax and therefore the fees involved will not be passed to Homax.
   3. The Customer agrees not to take unauthorized deductions from Homax's product invoices for any amount relating directly or indirectly to coupon redemption. If such unauthorized deductions are made, Homax reserves the option to take action, including but not limited to, suspending shipments/credit to the Customer and/or reduction in the Customer's promotional funding to offset any and all unauthorized coupon related deduction balances.
   4. Homax reserves the right to request evidence of proof of purchase to show that sufficient stock was purchased to justify the number of coupons submitted and reserves the right to audit, at any time or from time to time, the coupon sorting and billing service of any retailer or any agent involved in the handling process.

D. Miscellaneous

1. Applicable Jurisdiction. Any claim or lawsuit involving coupon processing or payment disputes shall be brought within six (6) months of the original date of the coupon payment or such claims shall be deemed extinguished. All litigation shall be filed and conducted in the state or federal court located in Wilmington, Delaware. The prevailing party of any legal action will be entitled, to the fullest extent permitted by law, to recover its reasonable attorneys' fees and all other expenses and costs incurred in connection with such action or proceeding.
2. False Information. If false or misleading information is provided on a questionnaire to Homax or certified clearinghouse, redemption privileges with Homax may be permanently terminated.
3. Shipment. Each shipment of coupons will be considered as a whole and Homax reserves the right to refuse payment for an entire shipment if any portion is found to be improperly redeemed.
4. Fraud. It is fraud to present coupons for redemption other than as provided by this Agreement.
5. Amendment. Homax may revise this Agreement at any time, in it sole discretion without advance notice to anyone.
6. FAILURE TO OBSERVE THESE TERMS AND CONDITIONS FOR PROPER REDEMPTION MAY, AT THE SOLE OPTION OF HOMAX VOID ALL COUPONS SUBMITTED FOR REIMBURSEMENT AND ALL COUPONS MAY BE RETAINED AS PROPERTY OF HOMAX, WITHOUT PAYMENT. HOMAX RESERVES THE RIGHT TO FORWARD COUPONS, WHICH ARE NOT REDEEMED IN ACCORDANCE WITH THIS AGREEMENT, TO LAW ENFORCEMENT AGENCIES FOR THEIR REVIEW AND INVESTIGATIVE PURPOSES. FAILURE TO ENFORCE ANY TERMS OR CONDITIONS HEREOF SHALL NOT BE DEEMED A WAIVER BY HOMAX.

Effective Date: April 20, 2010