National Expansion Package

The following National Expansion Package has been tailored for a handful of advertisers to partner with American Indoor Advertising to share in the cost of building the nations largest In-Bar advertising network. AIAI posts an average of 7 Indoor Billboards at each venue. Every Indoor Billboard at each host venue throughut each market is exactly the same. The Indoor Billboards are posted in bar areas, waiting areas, where lines tend to form, and 4 to 5 in the restroom facilities.

Each advertiser will receive the following network signage:

Immediate posting throughout our current network
- 7,000+ Indoor Billboard advertising displays
- 1,350 host venues
- 7 major metropolitan areas
- Impressions: 11 million patrons per month

As AIAI expands, each advertiser's creative will be posted at:
- 11,150 restaurants, microbreweries, sports bars and nightclubs, etc...
- 80,000 Indoor Billboard advertising displays
- 17 additional metropolitan areas, giving AIAI the 25 largest US DMA's
- Impressions: 106 million patrons per month

Other Benefits:
- Over 50% discount off of the regular retail advertising rates.
- Preferred pricing after the national expansion is completed in years 2 and 3.

FREE SIGNAGE:
As part of this offer, AIAI will post your creative at hundreds of new host venues in the top 25 US markets, at no charge, until we reach the next level of 1,000 host venues.

For example, when your ads are posted at 2,000 host venues, the monthly advertising fee will increase to $20,000 per month. Your creative will continue to be printed and posted at hundreds of new venues across the country FOR FREE, until we reach the threshold of 3,000 host venues.

This expansion model enables our advertisers to reap the benefit of the advertising signage at each 1,000 accounts, before they are asked to actually pay for said signage. It's kind of like a software company, seeding the market with free software, in order to create demand for their applications, before their product is actually distributed at the retail channel.

All Charter Advertisers will receive this signage FOR FREE through each threshold of 1,000 additional host venues, until we reach 12,500 host venues.

Current & Expansion Markets

Current & Expansion Markets (red = current AIAI market operations) ------------- (blue = expansion markets) Metropolitan Area Population Target Current 1 Atlanta 5,479,000 550 2 Austin 1,514,000 150 3 Baltimore / Washington DC 8,200,000 800 50 4 Boston 4,400,000 450 5 Cleveland 4,500,000 450 6 Cincinnati 2,000,000 200 7 Chicago 8,150,000 800 8 Dallas 4,100,000 400 9 Denver 2,409,000 240 10 Houston 5,500,000 550 11 Jacksonville, FL 1,400,000 140 12 Kansas City 2,250,000 225 13 Las Vegas 2,000,000 200 81 14 Los Angeles / Orange County 17,150,000 1,700 190 15 Memphis 1,261,000 125 16 Miami 4,920,000 500 17 Minneapolis / St. Paul 3,500,000 350 18 New York 18,747,320 1850 19 Philadelphia 5,800,000 580 20 Phoenix 4,039,000 400 307 21 Sacramento, CA 2,224,000 225 116 22 San Diego, CA 2,932,000 300 100 23 San Francisco / Oakland / San Jose 7,239,000 725 503 24 Seattle (just beginning operations) 3,207,000 325 3 25 St. Louis 2,801,000 280 Total: 135,850,000 12,515 1,350

Progressive Advertising Fee Schedule:

Starting Advertising Fee:
- $15,000 per month for one ad space on every Indoor Billboard at each host venue nationally.
- AIAI posts an average of 7 Indoor Billboards at each host account.
- Your creative will immediately be posted at 1,350 venues in 7 major markets.
- AIAI will add 3,650 new host venues to our network in 18 additional US markets, giving us 5,000 venues
- CPM: starts at $1.32 per thousand for 1,350 venues and decreases to $.59 per thousand for 5,000 venues
- 5,000 host venues serve 42.5 million patrons every month - see following chart
- The average venue in our network serves 8,500 patrons per month
- Cost per Venue: starts at $11 per venue per month for 1,350 venues and decreases to $5 per venue for 5,000 venues.

Ending Advertising Fee: (12 months)
- $50,000 per month for one ad space on every Indoor Billboard at each host venue nationally.
- AIAI posts an average of 7 Indoor Billboards at each host account.
- Your creative will be posted at 12,500 venues in 25 major markets.
- AIAI will add 11,150 new host venues to our network in 18 additional US markets, giving us 12,500 total venues
- CPM: starts at $1.32 per thousand for 1,350 venues and decreases to $.47 per thousand for 12,500 venues
- 12,500 host venues serve 106 million patrons every month - see following chart
- The average venue in our network serves 8,500 patrons per month
- Cost per Venue: starts at $11 per venue per month for 1,350 venues and decreases to $4 per venue for 12,500 venues.

Total Advertising Fee:
- $400,000 for August 2008 to July 2009
- This figure represents each advertiser's total expenditure for AIAI's 2008 - 2009 expansion package.
- The national expansion will not exceed this amount.

Printing Fee:
- 87,500 posters X a printing fee of $1.50 per poster = $58,333
- $58,333 divided by 6 advertisers = $9,722 per advertiser annually
- $9,722 per advertiser divided by 12 months = $810 per month
- there will be three print runs for the advertisers to update their creative

Production Dates:
- August 2008 and February 2009
- Creative Due Date: August 1, 2008 (3 weeks required to install creative throughout our network)
- Advertising Billing Start Date: August 1, 2008

Payment Terms:
- Deposit payment of $15,000 due by August 1, 2008
- First month's advertising fee of $15,000 is due on August 1, 2008
- Invoices will be submitted on a monthly basis each month thereafter.
- The Deposit payments will be applied to your last month's payment.