WEBSITE HOSTING AND LICENSE AGREEMENT

This WEBSITE HOSTING AND LICENSE AGREEMENT (the “ Agreement ”) is made and entered into this 20th day of May, 2008 (the “ Effective Date ”), by and between ZZPartners, Inc., a Nevada corporation (“ Licensee ”), and ZenZuu, Inc., a Nevada corporation (“ Licensor ”).  Licensee and Licensor may be referred to herein individually as a “ Party ” and, collectively, as “ Parties .”

WHEREAS , Licensor has developed and is the sole and exclusive owner of a global social network database (the “ Database ”) and an advertising revenue-sharing model (the “ Revenue-Sharing Model ”), which it promotes and markets on Licensor’s Internet website located at www.zenzuu.com (the “ Site ,” together with the Database and the Revenue-Sharing Model, the “ Products ”);

WHEREAS , Licensor developed and is the sole and exclusive owner of all know-how and information relating to the Products, together with all trade secrets, knowledge, technology, software, means, methods, processes, practices, formulas, instructions, skills, techniques, procedures, experiences, ideas, designs, drawings, assembly procedures, computer programs, apparatuses, specifications, data, results and other material, including manufacturing procedures and test procedures and techniques, (whether or not confidential, proprietary, patented or patentable), that Licensor utilizes or later acquires in connection with the operation of Licensor’s business (“ Licensor Technology ”), which Licensor Technology, together with and all improvements, whether to the foregoing or otherwise, and other discoveries, developments, inventions, and other intellectual property (whether or not confidential, proprietary, patented or patentable), industrial rights and other intellectual property rights related to the Products, including, without limitation, all (i) patents, reissues of and reexamined patents, and patent applications, whenever filed and wherever issued, including, without limitation, continuations, continuations-in-part, substitutes and divisions of such applications and all priority rights resulting from such applications, (ii) rights associated with works of authorship, including, without limitation, copyrights, moral rights, copyright applications and copyright registrations; (iii) rights associated with trademarks , service marks, trade names, logos, trade dress, goodwill and the applications for registration and registrations thereof; (iv) rights relating to the protection of trade secrets and confidential information; (v) rights analogous to those set forth in this Recital and any and all other proprietary rights relating to intangible property, and (vi) divisions, continuations, renewals, reissues and extensions of the foregoing now existing, hereafter filed, issued or acquired, shall constitute the “ Intellectual Property Rights ” for all purposes of this Agreement; and

WHEREAS , for the mutual benefit of the Parties, Licensor desires to (i) provide to Licensee certain website hosting and related services in connection with the operation of the Site, as described in Article 1 below (collectively, the “ Site Services ”); and (ii) grant to Licensee certain exclusive license rights to further develop and Exploit (as defined below in Section 2.1) the Intellectual Property Rights and/or the Products, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

1.1   Description of Services .  During the term of this Agreement, Licensor agrees to provide to Licensee the Site Services, pursuant to the terms and conditions as set forth in this Agreement, including, without limitation, the Service Level Agreement attached hereto as Exhibit A (the “ SLA ”).  Except as otherwise expressly set forth herein, Licensor solely shall be responsible for all methods, means, techniques, sequences and procedures and for coordinating all portions of the Site Services.  Any change in the scope of the Site Services shall be made only in writing executed by authorized representatives of both Parties.  The applicable terms and conditions of this Agreement will apply to any and all additional services agreed to by the Parties.  The Site Services will include the following:

(a)   Licensor will be solely responsible for housing, maintaining, supporting and operating the Site for all functions pertaining to this Agreement.

(b)   Licensor will be solely responsible for maintaining, supporting and developing software necessary to operate the Site and perform the Site Services hereunder.

(c)   Licensor will be solely responsible for providing, updating, uploading and maintaining any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through the Site, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, e-mail or other messages, metatags, domain names, look and feel of the Site, software and text (collectively, the “ Content ”).  Licensor shall retain all right, title and interest in and to the Content and all legally protectable elements, derivative works, modifications and enhancements thereto, whether or not developed by Licensor, Licensee or any contractor, subcontractor or agent for either Party.  To the extent that ownership of the Content does not automatically vest in Licensor by virtue of this Agreement or otherwise, Licensee agrees to transfer and assign to Licensor all right, title and interest in and to such Content.  Notwithstanding the foregoing, Licensor shall comply with requests of Licensee to immediately remove Content that Licensee deems, in its reasonable discretion, objectionable or offensive.

(d)   Each of Licensor and Licensee will be solely responsible for designating a system administrator and maintaining a dedicated database server and related computer equipment necessary for providing and/or accessing the Site Services, as applicable.  In the event that additional hardware, firm ware, server capacity, or equipment becomes necessary (collectively, the “ Equipment ”) in providing and/or accessing the Site Services, as applicable, each of Licensor and Licensee shall be solely responsible for their individual respective costs in acquiring such Equipment.

(e)   Licensor will upload and obtain all releases, consents and such other arrangements as may be necessary in operating the Site and providing the Site Services and the Content as set forth herein.

(f)   Licensor will use its best efforts to ensure that the Site is correctly tuned and utilized to provide optimal performance and utilization to at least the minimum performance standards specified in the SLA.

(g)   Licensor will consult with Licensee as necessary to facilitate the performance of the Site Services as contemplated in this Article 1, including, without limitation, evaluating the need on an annual basis, or as otherwise agreed to by the Parties, to redesign the Site to keep it looking fresh and to utilize the latest technology to drive advertising revenue and increase the number of members included in the Database.

(h)   Licensor will provide to Licensee prompt and responsive customer support in connection with the Site Services and will designate a support representative to Licensee for the term of this Agreement.  Licensee shall appoint a designated person as the primary contact for all Site Services to be provided by Licensor.  Such assistance shall be provided by Licensor to Licensee without charge.

(i)   Except as otherwise set forth herein, Licensor shall have the exclusive right to manage all resources used in providing the Site Services as Licensor deems appropriate, including, without limitation, the right to relocate and substitute computer equipment, personnel and other resources, and to change computer configurations and procedures.

2.1   Exclusive License Grant .  Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, as of the Effective Date, a perpetual and exclusive right and license: (a) to develop and Exploit the Intellectual Property Rights and/or the Products in the United States (the “ Territory ”) to increase Database membership within the Territory and generate advertising revenue in furtherance of the Revenue-Sharing Model; and (b) to use any other intellectual property rights now held or hereafter acquired or controlled by Licensor that may be necessary or useful to Licensee in connection with its Exploitation of the Intellectual Property Rights and/or the Products within the Territory.  “ Exploit, ” and any form of such word, shall mean the making, having made, importation, use or development of the Intellectual Property Rights and/or the Products.

3.1   Initial License Fee .  In consideration of the Services (as defined below in Section 4.1) to be provided to Licensee and the rights and licenses granted to Licensee by Licensor under this Agreement, Licensee shall pay to Licensor an amount equal to One Million Dollars ($1,000,000) (the “ Initial License Fee ”) in the aggregate.  The Initial License Fee shall be payable as follows:  (a) Five Hundred Thousand Dollars ($500,000) on May 23, 2008 via wire transfer of immediately available funds to an account designated by Licensor; and (b) an aggregate of Five Hundred Thousand Dollars ($500,000) in installments that each equal twenty percent (20%) of Licensee’s existing cash balance effective as of the last day of each calendar month, to be paid on or before the tenth (10 th ) day of each calendar month for the preceding calendar month, as applicable, until such payment is made in full.

3.2   Monthly Royalty Payments From Net Local Advertising Revenue .

(a)   In addition to the Initial License Fee, Licensee agrees to pay to Licensor twenty-five percent (25%) of Licensee’s Net Local Advertising Revenue (“ Licensee Royalty Payments ”).  Licensee shall determine its Net Local Advertising Revenue on a monthly basis, with all Licensee Royalty Payments to be made by Licensee to Licensor on or before the tenth (10 th ) day of each calendar month for the preceding calendar month.  “ Net Local Advertising Revenue ” shall mean Licensee’s gross advertising revenues derived from its Exploitation of the Intellectual Property Rights and/or the Products on a local scale, less commissions equal to fifteen percent (15%) of such gross advertising revenues payable to members in the Territory that assisted Licensee in generating such revenues.

(b)   Licensor, or its duly authorized representative, shall be entitled, at its own expense and during normal business hours, to conduct an audit of Licensee’s books and records related to Licensee’s Net Local Advertising Revenue to verify the amount due to Licensor for each such month.  Any such audit shall be commenced within thirty (30) days following Licensor’s receipt of the Licensee Royalty Payment for the applicable calendar month, or such audit right shall be deemed waived.

3.3   Monthly Royalty Payments From Gross National Advertising Revenue .

(a)   In consideration for Licensee’s efforts in Exploiting the Intellectual Property Rights and/or the Products, Licensor agrees to pay to Licensee twenty-five percent (25%) of Licensor’s Gross National Advertising Revenue (“ Licensor Royalty Payments ”).  Licensor shall determine its Gross National Advertising Revenue on a monthly basis, with all Licensor Royalty Payments to be made by Licensor to Licensee on or before the tenth (10 th ) day of each calendar month for the preceding calendar month.  “ Gross National Advertising Revenue ”  shall mean any and all gross advertising revenues derived from Licensor’s global business operations and/or Licensee’s Exploitation of the Intellectual Property Rights and/or Products on a national scale within the Territory, which amounts shall be received directly and determined by Licensor.

(b)    Licensee, or its duly authorized representative, shall be entitled, at its own expense and during normal business hours, to conduct an audit of Licensor’s books and records related to Licensor’s Gross National Advertising Revenue to verify the amount due to Licensee for each such month.  Any such audit shall be commenced within thirty (30) days following Licensee’s receipt of the Licensor Royalty Payment for the applicable calendar month, or such audit right shall be deemed waived.

3.4   Taxes .  Licensee shall be responsible for the payment of any federal, state, local or withholding taxes, which may apply to the transactions contemplated by this Agreement; provided, however, Licensor shall be responsible for the payment of any such taxes in connection with Licensor Royalty Payments.  Under no circumstances will Licensee be responsible for any franchise-related taxes or taxes based on Licensor’s gross or net income.

4.1   Support Services .  Promptly following the Effective Date and throughout the term of this Agreement, in addition to the Site Services, Licensor agrees to provide to Licensee certain support services necessary and/or useful for Licensee’s Exploitation of the Intellectual Property Rights and/or the Products and the maximization of its Net Local Advertising Revenue (collectively, the “ Support Services ,” together with the Site Services, the “ Services ”).  Except as otherwise expressly set forth herein, Licensor solely shall be responsible for all methods, means, techniques, sequences and procedures and for coordinating all portions of the Support Services.  Any change in the scope of the Support Services shall be made only in writing executed by authorized representatives of both Parties.  The applicable terms and conditions of this Agreement will apply to any and all additional support services agreed to by the Parties.  The Support Services will include the following:

(a)   Licensor will be solely responsible for creating and maintaining applicable terms and conditions and other features that enable potential advertisers to efficiently register and purchase advertising (the “ Advertising Procedures ”).

(b)   Licensor will create and maintain a secure, online payment account to directly receive Gross National Advertising Revenue from advertisers that register for and purchase national advertising.  Licensor will pay to Licensee the Licensor Royalty Payments from such account, pursuant to Section 3.3(a).

(c)   Licensor will be solely responsible for tracking registered advertisers and all advertising revenue that corresponds to each advertiser.  Licensor further shall collect any and all sales tax attributed to Gross National Advertising Revenue.

(d)   Licensor shall determine members’ advertising revenue share and make any and all distributions of such advertising revenue to members, pursuant to its Revenue-Sharing Model.

(e)   Licensor shall be solely responsible for issuing any and all 1099 tax forms to members within the Territory that received distributions from Licensor pursuant to the Revenue-Sharing Model

(f)   Licensor will consult with Licensee and will consider Licensee’s input on an ongoing basis (i) regarding the Support Services described in Subsections (a) through (e); and (ii) to further create, develop and/or improve, as applicable, the Database, the Revenue-Sharing Model and the future business enterprises model.

4.2   Licensee’s Obligations .  During the term of this Agreement, Licensee’s obligations in connection with the Database, the Revenue-Sharing Model and related matters will include the following:

(a)   Licensee shall be solely responsible for collecting any and all sales tax attributed to Gross Local Advertising Revenue.

(b)   Licensee shall be solely responsible for issuing any and all 1099 tax forms to members within the Territory that received commissions from Licensee pursuant to the member commission program.

(c)   Licensee will create and maintain a secure, online payment account to directly receive Gross Local Advertising Revenue from advertisers that register for and purchase local advertising.  Licensee will pay to Licensor the Licensee Royalty Payments from such account, pursuant to Section 3.2(a).

(d)   Licensee will consult with Licensor and will consider Licensor’s input on an ongoing basis (i) regarding Licensee’s obligations described in Subsections (a) through (c); and (ii) to further create, develop and/or improve, as applicable, the Database, the Revenue-Sharing Model and the future business enterprises model.

5.1   Compliance .

(a)   Licensor will perform the Services in conformance with applicable federal, state and local laws, regulations and rules.

(b)   Licensee will Exploit the Intellectual Property Rights and/or the Products in conformance with (i) applicable federal, state and local laws, regulations and rules; and (b) standard operating guidelines established by Licensor and conveyed to and agreed upon by Licensee.

5.2   No False or Misleading Statements .  Without limiting the generality of the other provisions of this Article 5, each Party agrees not to make any false or misleading statements to or concerning the other Party, including, but not limited to, the other Party’s performance and commitments, or engage in any illegal, deceptive, unethical or improper acts in connection with performing its obligations hereunder.

6.1   Confidential Information .  Each Party may provide to the other certain of its confidential, proprietary and trade secret business or technical information in connection with this Agreement (collectively, " Confidential Information ").  Confidential Information includes, but is not limited to, technical data, know-how, information relating to research, products, software, services, development, inventions, processes, engineering, marketing, techniques, clients and their customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities disclosed by a Party to the receiving Party, either directly or indirectly, in any form whatsoever (including, but not limited to, in writing, in machine readable or other tangible form, orally or visually): (a) that is a trade secret under applicable law; (b) that has been marked as "confidential" or "proprietary" or similar legend; (c) whose confidential nature has been made known by the disclosing Party, orally or in writing, to the receiving Party; (d) that due to its character and nature, a reasonable person under like circumstances would treat as confidential; or (e) discussions relating to such information whether these discussions occur prior to, concurrent with, or following disclosure of such information.  The receiving Party will preserve the confidentiality of all Confidential Information that is provided by the disclosing Party or obtained by the receiving Party in connection with the Agre