IPRINT COM INC
EX 10.13
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>2
<FILENAME>ex-10_13.txt
<DESCRIPTION>EX 10.13
<TEXT>


<PAGE>



                       ADVERTISING AND PROMOTION AGREEMENT

         This Advertising and Promotion Agreement (this "AGREEMENT") is entered
into as of April 6, 2000 (the "EFFECTIVE DATE") between Yahoo! Inc., a Delaware
corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051
("YAHOO") and iPrint.com, Inc., a Delaware corporation with offices at 1450
Oddstad Dr., Redwood City, California 94063 ("iPrint").

         In consideration of the mutual promises contained in this Agreement,
Yahoo and iPrint hereby agree as follows:

1.       DEFINITIONS.

         "AFFILIATE" shall mean any company or any other entity world-wide in
which Yahoo owns at least a /***/ percent ownership, equity, or financial
interest, including, without limitation, corporations, partnerships, joint
ventures, and limited liability companies.

         "FTC ORDER" shall mean that certain "Decision and Consent Order" issued
by the U.S. Federal Trade Commission on February 5, 1999 against GeoCities,
Inc., a California corporation acquired by Yahoo, attached hereto as EXHIBIT A
and any and all subsequent or related official materials, regulations, laws
judgements or orders.

         "INTELLECTUAL PROPERTY RIGHTS" shall mean all rights in and to trade
secrets, patents, copyrights, trademarks, know-how, as well as moral rights and
similar rights of any type under the laws of any governmental authority,
domestic or foreign.

         "INTERNET" shall mean the collection of computer networks commonly
known as the Internet, and shall include, without limitation, the World Wide
Web.

         "iPRINT BRAND FEATURES" means trademarks, service marks, logos, links
and other distinctive brand features of iPrint.

         "iPRINT BRAND REFERENCE" shall mean an advertising promotion that: (a)
contains an iPrint logo, (b) has dimensions no larger than /***/ pixels wide by
/***/ pixels high, (c) does not have any animation, (d) has a file size no
greater than /***/k, and (e) permits the User to navigate directly to the iPrint
Yahoo Site. The iPrint Brand Reference shall be substantially similar to EXHIBIT
B.

         "iPRINT COMPETITORS" shall mean those third party online retailers of
printing, copying, embroidery and engraving services listed on EXHIBIT C;
provided that, any such entity shall not be considered to be an iPrint
Competitor with respect to the promotion of products other than online printing,
copying, embroidery and engraving services (e.g., Staples shall not be
considered an iPrint Competitor in connection with its promotion or sale of
retail office supplies). iPrint may amend the list of iPrint Competitors on
Exhibit C /***/ with the written consent of Yahoo, not to be unreasonably
withheld; provided that, Yahoo may honor any agreements with newly designated
iPrint Competitors entered into prior to such designation.

         "iPRINT CONTENT" means any articles or other information related to
printing services and issues provided by iPrint to Yahoo.

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

<PAGE>


         "iPRINT BUSINESS CARD DESIGN STUDIO PAGES" shall mean those Pages
within the iPrint Yahoo Site (a) dedicated to the design and purchase of the
free business cards, (b) allows for the User's email address, as transmitted by
Yahoo to the iPrint Yahoo Site, to appear in the free business card, and (c)
permit the design and ordering process of the free business cards by the User to
be completed in no more than a total of /***/ separate Pages (excluding changes
to business card layout or design, and the design and purchase of additional
iPrint products or services by the User).

         "iPRINT EMAIL" means an e-mail message with an offer to Yahoo Delivers
Members that: (a) is in HTML format (or text format if sent to email addresses
outside of the Yahoo Mail service), (b) has a file size no greater than /***/K,
(c) has a width not to exceed /***/ pixels, (d) does not have "looped"
animation, (e) does not have any animation longer than /***/, (f) does not
contain Java, JavaScript, frames, ActiveX, dynamic HTML, (g) is free from errors
and passes the "weblint validation checker" (or similar tool utilized by Yahoo),
(h) has a subject line of less than /***/ characters (including spaces), (i)
addresses Users as Yahoo! Delivers Members (e.g. An exclusive offer for Yahoo!
Delivers Members.), and (j) contains mutually agreeable text in the subject
line, which will include the words "Yahoo! Delivers" and "iPrint.com"

         "iPRINT FREE BUSINESS CARD MODULE" shall mean a module that (a) has
overall dimensions no larger than /***/ pixels wide by /***/ pixels high and no
smaller than /***/ pixels wide by /***/ pixels high, (b) does not contain
animation, (c) has a total file size no larger than /***/k, (d) has a subject
line stating "Free Business Cards!" or such other text as may be agreed to by
the parties, (e) contains an iPrint logo which is preceded by the text "powered
by" or such other text as is agreed upon by the parties, (f) contains text and
HTML graphics related to the free business card opportunity, (g) contains a HTML
representation of a sample business card which depicts the User's name and email
address in a legible fashion, and (h) includes a URL to display the Jump Page in
a new browser window with dimensions no larger than /***/ pixels wide by /***/
pixels high. The iPrint Free Business Card Module shall be substantially similar
to the example set forth in EXHIBIT D. Yahoo shall create and host the iPrint
Free Business Card Module and the technology to transmit the User's email
address to iPrint.

         "iPRINT FREE BUSINESS CARD PROMOTION" shall mean a promotional set of
free business cards offered to Yahoo Users. These business cards will be printed
on economy paper with black ink only and no graphics, and will contain the
User's email address as transmitted by Yahoo. Yahoo Users must agree to pay for
shipping and may be required to complete a short iPrint survey, substantially
similar to the survey other iPrint promotional customers are required to
complete. The business cards will be designed online and shipped directly to the
user. This offer will be valid for the Term of this Agreement. The iPrint Free
Business Card Promotion shall be offered to first time customers of iPrint only
and are limited to one set of business cards per person, residence, address,
phone number or business/organization. iPrint will set up and host the Web site
that allows customers to design and order the free promotional product.

         "iPRINT LINK" shall mean any Link to the iPrint Yahoo Site placed by
Yahoo under this Agreement, including, without limitation, the iPrint Brand
Reference, the iPrint Free Business Card Module, the Jump Page, the iPrint
Printing Center Links, or the iPrint Content.

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       2
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         "iPRINT PRINTING CENTER LINKS" shall mean a text link that (a)
identifies a product or service being sold or promoted online on the iPrint
Yahoo Site and which is set forth in EXHIBIT M or as otherwise may be agreed
between the parties, and (b) as set forth in EXHIBIT M, permits the User to
navigate to a Page on the iPrint Yahoo Site where such product or service is
being promoted and offered for sale. Each text link may, in Yahoo's sole
discretion, be followed by text describing the products or services. The iPrint
Printing Center Links shall be substantially similar to the example set forth in
EXHIBIT E.

         "iPRINT SERVICES" shall mean the services and products offered by
iPrint on the iPrint Yahoo Site, which are accessed by Users from any of the
iPrint Links. iPrint reserves the right, in its sole discretion, to add,
withdraw or substitute products offered on the iPrint Yahoo Site.

         "iPRINT SITE" shall mean iPrint's main Web site dedicated to the online
sale of printing services located at http://www.iprint.com. iPrint Site shall
not include any site developed by iPrint for any partner or affiliate.

         "iPRINT YAHOO SITE" shall mean one or more Web Pages residing on the
World Wide Web, designed and hosted by iPrint for Yahoo Users, in accordance
with iPrint's standard format for co-branded promotional Web sites. iPrint will
update the iPrint Yahoo Site as soon as practicable following any updates to the
iPrint Site relevant to Yahoo Users.

         "JUMP PAGE" shall mean a Page maintained on the Yahoo Properties
created by Yahoo, and approved by iPrint (which approval shall not be
unreasonably withheld), that, among other things (i) is the first Page a User
sees when clicking on the iPrint Free Business Card Module, (ii) contains
content describing the iPrint Free Business Card Promotion, (iii) contains
disclaimer language advising the User that the User's email address will be
transmitted to iPrint if the User continues, and (iv) contains a link permitting
the User to navigate to the iPrint Business Card Design Studio Pages.

         "LAUNCH DATE" shall mean the launch date of the Yahoo Printing Center
Site, which is currently anticipated to be April 15, 2000.

         "LINK" or "LINK" means a visible graphic or textual indication located
within a Page which, when selected by a user's browser, directs the user's
internet browser connection onward to a specified Page on the same or any other
Web site via a URL (whether perceptible or not) and which establishes a direct
connection between the browser and the new Page.

         "PAGE VIEW" means a request for a Page as measured by Yahoo's reporting
systems.

         "PAGE" means any World Wide Web page (or, for online media other than
Web sites, the equivalent unit of the relevant protocol).

         "TERM" means the period beginning on the Effective Date and continuing
for a period of /***/ full calendar months from the Launch Date.

         "USER" shall mean a user of the Yahoo Properties.

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       3
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         "YAHOO BRAND FEATURES" means trademarks, service marks, logos and other
distinctive brand features of Yahoo that are used in or relate to its business.

         "YAHOO COMPETITOR" means a third party listed on EXHIBIT F hereto.
Yahoo will have the right to update the list of Yahoo Competitors on EXHIBIT F
/***/ with the written consent of iPrint, not to be unreasonably withheld;
provided that, iPrint may honor any agreements with newly designated Yahoo
Competitors entered into prior to such designation.

         "YAHOO MAIL PROPERTIES" shall mean those Yahoo Properties where Users
have individual email accounts and may send and receive email messages,
currently located at http://mail.yahoo.com. The parties expressly acknowledge
that any Yahoo co-branded mail properties and/or Yahoo international properties
are expressly not included within the definition of Yahoo Mail Properties (e.g.
Yahoo email accounts through Bluelight.com or Yahoo email accounts through
Yahoo's United Kingdom property having email addresses ending with
"@yahoo.co.uk").

         "YAHOO MAIL REGISTRATION CONFIRMATION PAGE" shall mean that Page on the
Yahoo Mail Properties that is part of the Yahoo Mail registration process and
displayed after an individual User registers for an individual Yahoo Mail
account for the first time. The Yahoo Mail Registration Confirmation Page shall
be substantially similar to the example set forth on EXHIBIT D.

         "YAHOO MAIL WELCOME PAGE" shall mean that Page on the Yahoo Mail
Properties that is displayed when a User first accesses his or her Yahoo Mail
account. The Yahoo Mail Welcome Page shall be substantially similar to the
example set forth on EXHIBIT G.

         "YAHOO MAIN SITE" shall mean Yahoo's principal U.S. targeted directory
to the World Wide Web currently located at http://www.yahoo.com.

         "YAHOO PRINTING CENTER CATEGORY PAGES" means those category pages of
the Yahoo Main Site identified on EXHIBIT H.

         "YAHOO PRINTING CENTER KEYWORDS" means those keywords set forth on
EXHIBIT I; provided that, Yahoo may substitute any such keyword for a comparable
keyword in its reasonable discretion.

         "YAHOO PRINTING CENTER LINK" shall mean an advertising promotion that
(a) promotes the Yahoo Printing Center Site, (b) contains a text reference to
the Yahoo Printing Center Site as determined by Yahoo in its sole discretion,
and (c) permits Users to navigate directly to the Yahoo Printing Center Site. An
example of the Yahoo Printing Center Link is set forth on EXHIBIT J.

         "YAHOO PRINTING CENTER PAGES" means (a) Yahoo Printing Center Category
Pages and (b) Yahoo Printing Center Search Results Pages.

         "YAHOO PRINTING CENTER SITE" shall mean that Yahoo Property within the
Yahoo Properties dedicated to printing services, which is tentatively scheduled
to be located at http://smallbusiness.yahoo.com/smallbusiness/printing.

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       4
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         "YAHOO PROPERTIES" shall mean any Yahoo branded or co-branded media
properties or services, including, without limitation, those Internet guides,
developed in whole or in part by Yahoo or its Affiliates and which are displayed
on or which transfer information to and/or from any electronic device now known
or later developed including, without limitation, personal computers, cellular
phones, personal digital assistants, and pagers. The parties acknowledge that
this does not include the iPrint Yahoo Site.

         "YAHOO SMALL BUSINESS PROPERTY" shall mean that Yahoo Property
dedicated to providing information and services to small business, currently
located at http://smallbusiness.yahoo.com.

         "YAHOO PRINTING CENTER SEARCH RESULTS PAGES" means those pages
displayed upon a User's search request on the Yahoo Main Site for a Yahoo
Printing Center Keyword designated for that Yahoo Property. For clarity, a
search conducted within other Yahoo Properties that include special subject
matter based search engines (e.g., Yahoo Auctions, Yahoo Classifieds, Yahoo
Clubs, Yahoo News, Yahoo Shopping, Yahoo Yellow Pages) shall not be considered a
search of the Yahoo Main Site for purposes of this definition.

2.       YAHOO PRINTING CENTER SITE.

2.1      DEVELOPMENT OF YAHOO PRINTING CENTER SITE. Yahoo shall design and
         complete the Yahoo Printing Center Site. Yahoo shall have the sole
         responsibility for the design, layout, posting, data conversion and
         transfer, content and maintenance of the Yahoo Printing Center Site.

2.2      iPRINT BRAND REFERENCE AND CO-BRANDING OF PAGES. Starting on the Launch
         Date, Yahoo shall place the iPrint Brand Reference as a default on
         those Pages of the Yahoo Printing Center Site in which iPrint products
         and services are exclusively promoted and offered for sale. For
         purposes of clarification and without limitation, the iPrint Brand
         Reference shall not be displayed (a) on the /***/ of the Yahoo Printing
         Center Site, (b) on any Page in the Yahoo Printing Center Site /***/,
         or (c) on any /***/ directory Pages of the Yahoo Printing Center Site
         in which categories of products or services are identified. Yahoo
         agrees that it will not co-brand by placing a fixed logo of any iPrint
         Competitor as a default (a) on the front Page of the Yahoo Printing
         Center Site, (b) on those Pages in the Yahoo Printing Center Site in
         which the products or services of both iPrint and other third party
         vendors are offered for sale, or (c) on any top level directory Pages
         of the Yahoo Printing Center Site in which categories of products or
         services are identified. Notwithstanding the foregoing limitations, in
         no event shall Yahoo be precluded from (a) placing a /***/ of any third
         party as a default on any /***/ in which such third party's products
         and services are exclusively promoted and offered for sale or (b)
         selling any advertising or promotions (including, but not limited to,
         banners or modules) identifying or referencing any third parties
         (including iPrint Competitors) on /***/ of the Yahoo Printing Center
         Site.

2.3      iPRINT PRINTING CENTER LINKS. Starting on the Launch Date and
         throughout the Term, Yahoo shall place the iPrint Printing Center Links
         within the Yahoo Printing Center Site. The parties acknowledge that
         placement of the iPrint Printing Center Links within the


/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       5
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         Yahoo Printing Center Site shall be at Yahoo's sole discretion;
         provided, however, that /***/ of the iPrint Printing Center Links shall
         be placed no more than /***/ Pages from the /***/ page of the Yahoo
         Printing Center Site, and the iPrint Printing Center Links will appear
         substantially similar to the example in Exhibit E.

2.4      iPRINT CONTENT. iPrint may provide to Yahoo iPrint Content, from time
         to time. Yahoo may, at its sole discretion, include the iPrint Content
         in the Yahoo Printing Center Site.

2.5      iPRINT SERVICES OFFERED TO USERS. iPrint agrees to offer to Users
         substantially the same iPrint Services, using ordering process,
         delivery methods and customer service generally offered and delivered
         to its direct customers through the iPrint Site. iPrint reserves the
         right, at its sole discretion, to conduct special promotional offerings
         from time to time with third parties unrelated to Yahoo or this
         Agreement.

2.6      iPRINT PRICING. iPrint agrees that the pricing for the iPrint Services
         for Users shall be /***/ offered to other customers on iPrint's Site,
         with the exception of free offers that iPrint may market on the iPrint
         Site for first time customers and special promotions which iPrint, in
         its sole discretion, may run from time to time. Notwithstanding the
         foregoing, the parties may agree to offer special promotions and
         discounts (e.g. free offers) exclusively for Users of the Yahoo
         Printing Center Site.

3.       YAHOO MAIL PROMOTION.

3.1      iPRINT FREE BUSINESS CARD PROMOTION. Starting on the Launch Date and
         throughout the Term of this Agreement, Yahoo shall offer the iPrint
         Free Business Card Promotion to Users, by delivering the iPrint Free
         Business Card Module. iPrint reserves the right to reject orders that
         do not comply with the standard requirements that iPrint establishes
         for its products and this promotion.

3.2      iPRINT FREE BUSINESS CARD MODULE. Starting on the Launch Date, Yahoo
         shall deliver the iPrint Free Business Card Module on the Yahoo Mail
         Registration Confirmation Page until its /***/ obligations are met and
         the Term of this Agreement has expired.

3.3      iPRINT FULFILLMENT OF FREE BUSINESS CARDS. iPrint shall provide
         fulfillment for all qualified Users who request free business cards, at
         no charge to Yahoo or its Users, through the iPrint Free Business Card
         Promotion in the same manner as iPrint fulfills orders through the
         iPrint Site. Notwithstanding the foregoing, the parties agree that
         iPrint may charge Users for any reasonable shipping and handling costs
         associated with delivery or upgrades of the free business cards.


/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       6
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4.       YAHOO PRINTING CENTER PROMOTION.

4.1      INSIDE YAHOO. Starting on the Launch Date, Yahoo shall display the
         Yahoo Printing Center Link in the /***/ section of the Yahoo Printing
         Center Pages until its /***/ obligations are met.

4.2      INSIDE YAHOO PROMOTIONS. iPrint will provide to Yahoo, on occasion,
         special promotions for Users to promote the Yahoo Printing Center Site
         (e.g. free address labels for Users). Yahoo agrees to use some of the
         special promotions by providing a textual reference to a "special
         promotion" (or such other general term determined by Yahoo) on some of
         the Yahoo Printing Center Links (which Yahoo Printing Center Links are
         being placed on the /***/ section of the Yahoo Printing Center Pages
         pursuant to section 4.1, and will link to the /***/ Page of the Yahoo
         Printing Center Site). Further, Yahoo agrees that when it uses the
         "special promotions" in accordance with the foregoing sentence, Yahoo
         shall include additional textual and/or graphic references on the /***/
         Page of the Yahoo Printing Center Site which relate to the special
         promotions (or otherwise distinguish such materials as "special
         promotions"). Yahoo and iPrint will make commercially reasonable
         efforts to agree in good faith on a mutually acceptable manner in which
         to reference special promotions on the /***/ Page of the Yahoo Printing
         Center Site as set forth above in this Section. The parties acknowledge
         that: (a) the use of any particular special promotion by Yahoo shall be
         upon the mutual agreement of the parties; (b) Yahoo shall determine, at
         its sole discretion, the placement of the Yahoo Printing Center Links
         which will include references to "special promotions" (e.g. Yahoo can
         designate that all or only certain of the designated Yahoo Printing
         Center Keywords set forth in EXHIBIT I include the reference to
         "special promotions"); (c) Yahoo may alternate or change the placement
         of the Yahoo Printing Center Links which will include references to
         "special promotions" at its sole discretion; (d) Yahoo is not obligated
         to deliver any guaranteed minimum number of /***/ of the Yahoo Printing
         Center Links which include references to "special promotions;" and, (e)
         iPrint shall provide fulfillment for all qualified Users for any
         "special promotions" subject to iPrint's standard requirements.

4.3      YAHOO MAIL WELCOME PAGE. Starting on the Launch Date, Yahoo shall
         display the Yahoo Printing Center Link (which will permit Users to
         navigate to the Page on the Yahoo Printing Center Site where iPrint is
         offering free business cards) in the /***/ section of the Yahoo Mail
         Welcome Page continuously linked for a period of thirty (30) days
         following the Launch Date of the Yahoo Printing Center Site. The
         parties acknowledge that Yahoo does not guarantee any number of /***/
         for the Yahoo Printing Center Link on the Yahoo Mail Welcome Page and
         that any /***/ achieved hereunder shall not count toward the Total
         Program Page Views set forth in Section 8.1 herein.

5.       YAHOO DELIVERS.

5.1      iPRINT EMAILS. Starting on the /***/ and during the Term, Yahoo will
         deliver /***/ iPrint Emails through the Yahoo! Delivers program /***/
         throughout the Term of the Agreement on a mutually agreeable schedule.
         iPrint Emails shall be delivered only to those registered Users of
         Yahoo Mail that have indicated during the registration process for such
         service a willingness to receive promotional solicitations via Yahoo
         Mail

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       7
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         ("Yahoo Delivers Members"); and in accordance with Yahoo's privacy
         policy. The text of the iPrint Email shall be provided by iPrint,
         consistent with Yahoo's policies and guidelines for such messages
         including those set forth at http://docs.yahoo.com/docs/advertising/,
         and shall be subject to Yahoo's prior approval. The iPrint Email shall
         comply in all respects with Yahoo's standard guidelines for such
         promotions, which, together with the iPrint Email specifications set
         forth above, may be modified by Yahoo at its sole discretion.

6.       CUSTOMER COMMUNICATION AND MARKETING ACTIVITY.

6.1      All materials, information or communications sent to Users by iPrint
         shall be subject to Yahoo's prior approval, which shall not be
         unreasonably withheld; provided however, that materials, information or
         communications sent to Users who have opted-in on iPrint's Site to
         receive special promotions and information from iPrint need not be
         approved by Yahoo.

6.2      Yahoo and iPrint shall use the confirmation text emails to confirm the
         status of an order by the User originating from the iPrint Links or
         iPrint Emails, which confirmation text emails are attached hereto as
         EXHIBIT N. Emails will display the Yahoo name primarily, with a
         mutually agreed upon iPrint reference.

6.3      iPrint may include the same materials, information or promotions for
         iPrint Services in packages sent to Yahoo Users (whose orders
         originated from the iPrint Links or iPrint Emails) as it provides for
         orders through the iPrint Site; provided that, such materials,
         information or promotions do not promote any Yahoo Competitors. During
         the Term, Yahoo may insert a reasonable amount of information,
         promotions and other materials in packages sent to Yahoo Users (whose
         orders originated from iPrint Links or iPrint Emails) by iPrint;
         provided, however, that (a) Yahoo is responsible for any associated
         printing costs, (b) the information, promotions or materials inserted
         in such packages are not changed more than /***/ per year, (c) iPrint's
         existing processes are used, /***/ (f) Yahoo reimburses iPrint for any
         /***/ directly associated with the insertion of the information,
         promotions or other material, (g) iPrint's network of printers has the
         capability to include such insertions, and (h) Yahoo gives iPrint
         reasonable notice and lead time to include the materials. /***/.

6.4      When performing iPrint Services for Users, iPrint may engage in
         reasonable contact with Users solely to provide support and customer
         service.

7.       IMPLEMENTATION.

7.1      iPrint shall provide Yahoo no later than /***/ days after Yahoo's
         approval of the co-branded logo on the iPrint Yahoo Site, all URLs, URL
         formats (as applicable), content, and other materials (as set forth in
         EXHIBIT O) necessary for Yahoo to provide the iPrint Links and iPrint
         Emails (hereafter "Deliverables Due Date"). All content and material
         contained in the iPrint Links and iPrint Emails shall be subject to
         Yahoo's approval and must comply with all applicable federal, state and
         local laws, rules and regulations,

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       8
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         including, without limitation, consumer protection laws and rules and
         regulations governing product claims, truth in labeling, and false
         advertising.

7.2      Yahoo will be solely responsible for the user interface and placement
         of the iPrint Links. Yahoo reserves the right, at any time, to redesign
         or modify the organization, structure, specifications, "look and feel,"
         navigation, guidelines and other elements of the iPrint Links and
         iPrint Emails. In the event such a modification materially and
         adversely affects any specific iPrint Link, Yahoo will provide iPrint,
         as its sole remedy, a comparable promotional placement on a Yahoo
         Property mutually agreed upon by the parties.

7.3      In no event shall any /***/ Pages on the iPrint Yahoo Site (as set
         forth in Section 7.4) and the /***/ Page on the iPrint Yahoo Site to
         which Users click-through from any iPrint Link or iPrint Email contain
         graphic or textual hyperlinks, banner advertisements or promotions of
         any Yahoo Competitor.

7.4      iPrint shall place a Yahoo graphic link or "back button" on those Pages
         of the iPrint Yahoo Site as mutually agreed upon between the parties.
         Such Yahoo graphic link and/or "back button" shall (a) be placed in a
         manner approved by Yahoo according to iPrint's standard templates,
         which approval shall not be unreasonably withheld, (b) contain the
         Yahoo Brand Features as provided by Yahoo and (c) directly link the
         User back to a Page designated by Yahoo on the Yahoo Properties. iPrint
         shall place a Yahoo logo on those Pages within the iPrint Yahoo Site.
         Such Yahoo logo shall (a) be placed in a manner according to iPrint's
         standard templates and approved by Yahoo, which approval shall not be
         unreasonably withheld, and (b) contain the Yahoo Brand Features as
         provided by Yahoo.

7.5      Yahoo hereby grants to iPrint a non-exclusive, worldwide, fully paid
         license to use, reproduce and display the Yahoo Brand Features solely
         in accordance with Section 7.4.

7.6      iPrint hereby grants to Yahoo a limited, non-exclusive, worldwide,
         fully paid license to use, reproduce and display the iPrint Brand
         Features supplied by iPrint solely for the purposes of creating and
         maintaining the iPrint Links and iPrint Emails as set forth herein.
         Yahoo may use, reproduce and display the iPrint Brand Features in
         connection with additional marketing and promotion of iPrint in the
         Yahoo Properties, only with the prior approval of iPrint. iPrint
         further grants to Yahoo a limited, non-exclusive, worldwide license to
         use, modify, reproduce, distribute, display and transmit the iPrint
         Content in electronic form in connection with Yahoo's inclusion of such
         content in the Yahoo Printing Center Site and to permit Users of the
         Yahoo Properties to download and print the iPrint Content for personal
         use; provided that Yahoo's license to modify the iPrint Content shall
         be limited to modifying the iPrint Content to fit the format and look
         and feel of the Yahoo Property. Any other modifications to the iPrint
         Content shall require the prior approval of iPrint.

7.7      The iPrint Yahoo Site shall each (i) handle /***/ simultaneous
         requests, and (ii) have a minimum /***/ uptime and maximum 1% downtime
         within any /***/ day period (except for Force Majeure events or planned
         downtime which may be required for system

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       9
<PAGE>

         enhancements, upgrades and preventative maintenance). iPrint will
         handle requests, data transfers and general order processing in the
         same manner it currently handles traffic to the iPrint Site. Among
         other things, iPrint will process payments, cancellations, and returns;
         and will provide customer service support directly to Yahoo Users for
         all inquiries regarding the products and services offered on the iPrint
         Yahoo Site. iPrint will offer Yahoo Users the same satisfaction
         guarantee it offers to customers who order through the iPrint Site.
         iPrint reserves the right to reject orders that do not comply with any
         requirements that iPrint periodically may establish. iPrint will be
         responsible for all aspects of order processing and fulfillment. iPrint
         will track sales made to customers who purchase products through the
         iPrint Yahoo Site. iPrint agrees to use best efforts to ensure that:
         /***/ of all customer care requests will receive responses within /***/
         during the workweek period of Monday through Friday and phone support
         will be provided between the hours of 6am - 9pm PST. Without
         limitation, failure by iPrint to substantially meet any of these
         criteria for customer service will be a material breach of this
         Agreement.

8.       PAGE VIEWS.

8.1      Starting on the /***/ and during the Term, Yahoo will deliver /***/
         over the Term a minimum of /***/ Page Views of the iPrint Free Business
         Card Module and Yahoo Printing Center Link ("Total Program Page
         Views"). During the Term of the Agreement, Yahoo shall use commercially
         reasonable efforts to deliver such Page Views as follows:

         (a) /***/     Page Views of the iPrint Free Business Card Module on the
                       Yahoo Mail Registration Confirmation Page

         (b) /***/     Page Views of Yahoo Printing Center Link in the Yahoo
                       Printing Center Pages

         Notwithstanding the foregoing and subject to Section 8.2, Yahoo shall
         not be in breach of this Agreement for its failure to distribute the
         Page Views exactly as set forth in Section 8.1(a) and 8.1(b) above, so
         long as (i) the Total Program Page View are met and (ii) Yahoo's
         delivers at least /***/ or more of the promised Page Views set forth in
         Section 8.1(a) (e.g. Yahoo is not in breach if it delivers /***/ Page
         Views of the iPrint Free Business Card Module and /***/ Page Views of
         the Yahoo Printing Center Link). The parties acknowledge that Yahoo
         does not guarantee any specific number of Page Views for the iPrint
         Brand Reference, iPrint Printing Center Links, and iPrint Content, and
         any Page Views achieved from such items shall not apply towards Total
         Program Page Views set forth above.

8.2      MAKE GOOD. In the event that Yahoo (a) fails to deliver the number of
         Page Views at the expiration of the Term or (b) any other failure,
         technical or otherwise, of an iPrint Link to appear as provided in the
         Agreement, Yahoo will "make good" the shortfall by extending its
         obligations in any of the areas of the Yahoo Properties set forth in
         Sections 2, 3 and 4 (or similar inventory) beyond the end of the Term
         until such Page View obligation is satisfied. Further, in the event
         that Yahoo fails to deliver the number of iPrint Emails referred to in
         Section 5 above, Yahoo will "make good" the shortfall by extending its


/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       10
<PAGE>
         obligations beyond the Term until such email obligation is satisfied.
         The provisions set forth in this Section set forth the entire liability
         of Yahoo, and iPrint's sole remedy, for Yahoo's breach of its Page View
         or email obligations. If any "make good" period extends further than
         /***/ past the Term of the Agreement, iPrint shall have the option to
         terminate this Agreement and recover a pro-rated portion of its
         payments hereunder.

8.3      iPRINT FAILURE TO START PROGRAM. In the event that iPrint fails to (a)
         provide Yahoo with all URLs, URL formats (as applicable), content,
         artwork and other materials necessary for Yahoo to provide the iPrint
         Links or iPrint Emails by the Deliverables Due Date (as defined in
         Section 7.1), or (b) design and operate the iPrint Yahoo Site in
         accordance with Section 7.7, then (x) the Total Program Page Views set
         forth in Section 8.1 and the iPrint Emails to be delivered in Section 5
         shall both be reduced on a /***/ basis until iPrint remedies such
         failure (e.g., if Yahoo committed to deliver /***/ Page Views over a
         /***/ period and iPrint provided Yahoo with the iPrint URL and content
         /***/ after the Deliverables Due Date, then Yahoo's Page View
         obligation would be reduced by /***/ Page Views) and (y) a pro-rated
         portion of the payments made or due hereunder will be converted to a
         non-refundable, non-creditable holding fee for making the applicable
         advertising inventory available to iPrint.

8.4      CALCULATION OF PAGE VIEWS. Calculations of Page Views delivered under
         this Agreement shall be measured by Yahoo's advertising reporting
         system. Online reports of Page Views are audited by the Audit Bureau of
         Circulations (ABC Interactive). Ernst & Young, LLP has reviewed and
         examined the effectiveness Yahoo's controls over its advertising
         measurement and reporting functions and the use of standard
         methodologies and metrics as defined by the Internet Advertising Bureau
         (IAB).

8.5      MEETINGS AND AUDITS. The parties shall each designate a person
         responsible for the performance of that party's obligations under this
         Agreement (hereafter "Designated Individual"). Such Designated
         Individuals shall respond to problem calls in a timely manner. The
         Designated Individuals will participate in regular communication
         throughout the Term of this Agreement to assess the progress of this
         promotion. Each party shall provide the other with an emergency contact
         number (e.g. pager number). In the event either party reasonably
         believes that the other party's Designated Individual is not being
         reasonably responsive, the parties shall immediately set up a meeting
         to resolve such issues which will include the managers of the
         Designated Individuals. Yahoo will provide iPrint with Web based access
         to its Page View tracking database for instant monitoring.

9.       COMPENSATION.

9.1      iPrint will pay Yahoo a non-refundable, non-creditable fee of eight
         million dollars ($8,000,000) (the "Fee") payable in accordance with
         the schedule set forth below. /***/ of the first payment is
         designated as a non-refundable and non-creditable set up fee for
         design, setup and development of the iPrint Links and iPrint Emails.

<TABLE>
<CAPTION>
         PAYMENT                    DATE
<S>                                 <C>
         $/***/                     /***/
</TABLE>

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       11
<PAGE>


         Notwithstanding the foregoing payment schedule, in no event shall
         iPrint be obligated to make the 2nd through 6th payments prior to
         /***/.

9.2      WARRANT. Upon execution of this Agreement, iPrint will issue the
         warrants to Yahoo in the forms attached hereto as EXHIBIT K.

9.3      PAYMENT INFORMATION. Except as otherwise provided herein, all payments,
         including the equity consideration, herein are non-refundable and
         non-creditable and shall be made by iPrint via wire transfer into
         Yahoo's main account pursuant to the following wire transfer
         instructions:

         Institution Name:                  /***/
         Institution Address:               /***/
         ABA:                               /***/
         Beneficiary Name:                  /***/
         Beneficiary Account Number:        /***/

9.4      LATE PAYMENTS. Any portion of the above payments which has not been
         paid to Yahoo within /***/ days of the dates set forth above shall bear
         interest at the lesser of (i) one percent (1%) per month or (ii) the
         maximum amount allowed by law. Notwithstanding the foregoing, any
         failure by iPrint to make the payments specified in Sections 9.1, and
         9.2 on the dates set forth therein shall constitute a material breach
         of this Agreement.

9.5      PAYMENTS UPON TERMINATION. If either party terminates this Agreement
         pursuant to Section 10.2, iPrint will no longer be responsible for
         future payments hereunder. In addition, if either party terminates this
         Agreement pursuant to Section 10.2, Yahoo will refund a pro-rated
         (calculated over the Term of the Agreement) portion of such payment.

10.      TERMINATION.

10.1     TERM. This Agreement shall commence upon the Effective Date and, unless
         otherwise terminated as provided herein, shall remain in effect for the
         Term.

10.2     TERMINATION BY EITHER PARTY WITH CAUSE. This Agreement may be
         terminated at any time by either party: (i) immediately upon written
         notice if the other party: (a) becomes insolvent; (b) files a petition
         in bankruptcy; or (c) makes an assignment for the benefit of its
         creditors; or (ii) thirty (30) days after written notice to the other
         party of such other party's breach of any of its obligations under this
         Agreement in any material respect (ten (10) days in the case of a
         failure to pay), which breach is not remedied within such notice
         period. In the event that Yahoo provides a notice of termination under
         clause (ii) above (except in the case of failure to make a timely
         payment), Yahoo shall have the right to suspend performance under
         Sections 2, 3, 4 and 5 of this Agreement for the notice period unless
         and until the breach is fully remedied by iPrint prior to the
         expiration of the notice period.

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       12
<PAGE>

10.3     SURVIVAL. The provisions of Sections 1, 8.2, 10.3, and 11 through 16
         shall survive expiration or termination of this Agreement.

11.      LIMITED EXCLUSIVITY AND RIGHT OF FIRST PRESENTATION.

11.1     LIMITED EXCLUSIVITY. During the Term, Yahoo shall not /***/. Subject to
         the foregoing, Yahoo shall not be precluded from placing banners,
         buttons, modules or any other advertising of any entity (including
         Yahoo or iPrint Competitors) on the Yahoo Mail Registration
         Confirmation Page or any Page in any Yahoo Property.

11.2     RIGHT OF FIRST PRESENTATION - NEW FUNCTIONALITY. In the event that
         Yahoo, in its sole discretion, elects to add new functionality related
         to the offering of printing services or products to the Yahoo Printing
         Center Site after the Effective Date, Yahoo will provide prior notice
         to iPrint. The parties acknowledge that /***/ shall not be deemed to be
         considered new functionality. Such notice shall describe such new
         functionality in reasonable detail and Yahoo's reasonable business
         requirements for the noticed opportunity. Yahoo /***/ to any third
         party (including an iPrint Competitor) if iPrint /***/.

11.3     RIGHT OF FIRST PRESENTATION - FREE BUSINESS CARD MODULE. In the event
         that Yahoo, in its sole discretion, elects to extend the promotional
         opportunity /***/, Yahoo will provide written notice to iPrint at least
         /***/ days prior to the expiration of the Term. Such notice shall
         describe Yahoo's reasonable business requirements for such extension.
         Yahoo may offer the opportunity to any third party (including an iPrint
         Competitor) if /***/.

11.4     RIGHT OF FIRST PRESENTATION - BANNER ADS - /***/ CHARTER SPONSORSHIP.
         iPrint shall have the option of purchasing /***/ banner advertisements
         on (a) the /***/ of the Yahoo Printing Center Site and (b) the /***/ of
         the Yahoo Printing Center Site /***/ (hereafter, the Pages identified
         in 11.4(a) and 11.4(b) will be collectively referred to as "11.4 Banner
         Ad Pages") at the charter sponsorship rate of $/***/ for the first
         /***/ after /***/. Yahoo /***/ to any third party (including an iPrint
         Competitor) if iPrint /***/.

11.5     RIGHT OF FIRST PRESENTATION - BANNER ADS - EXPIRATION OF /***/ CHARTER
         SPONSORSHIP. If iPrint accepts the opportunity identified in Section
         11.4 and if Yahoo elects to continue to offer for sale banner
         advertisements on the 11.4 Banner Ad Pages, Yahoo will provide notice
         to iPrint at least /***/ days before the expiration of the /***/
         charter sponsorship program identified in Section 11.4. Such notice
         shall describe Yahoo's reasonable business requirements for the
         purchase of /***/ banner advertisements on the 11.4 Banner Ad Pages,
         which in no event shall be offered /***/. Yahoo /***/ to any third
         party (including an iPrint Competitor) if /***/.

12.      CONFIDENTIAL INFORMATION AND PUBLICITY.

12.1     TERMS AND CONDITIONS. The terms and conditions of this Agreement shall
         be considered confidential and shall not be disclosed to any third
         parties except to such party's accountants, attorneys, or except as
         otherwise required by law. Neither party shall make any public
         announcement regarding the existence of this Agreement without the
         other

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       13
<PAGE>

         party's prior written approval and consent. If this Agreement or any of
         its terms must be disclosed under any law, rule or regulation, the
         disclosing party shall give written notice of the intended disclosure
         to the other party promptly upon receipt of the notice to disclose and
         within a reasonable time prior to any compelled disclosure under any
         law, rule or regulation.

12.2     PUBLICITY. Any and all publicity relating to this Agreement and
         subsequent transactions between Yahoo and iPrint and the method of its
         release shall be approved in advance of the release in writing by both
         Yahoo and iPrint. Yahoo agrees that it will issue a press release
         announcing the Yahoo Printing Center Site (subject to the successful
         launch of the Yahoo Printing Center Site) which includes a reference to
         iPrint as the only current member of the Yahoo Printing Center Site.

12.3     USER DATA. All information and data provided to Yahoo by Users of the
         Yahoo Properties or otherwise collected by Yahoo relating to User
         activity on the Yahoo Properties shall be retained by and owned solely
         by Yahoo ("Yahoo User Data"). All information and data provided to
         iPrint through the iPrint Yahoo Site, iPrint Site or otherwise
         collected by iPrint relating to User activity on such Web sites shall
         be retained by and owned solely by iPrint ("iPrint User Data";
         collectively iPrint User Data and Yahoo User Data shall be referred to
         as "User Data"). Subject to the terms of this Agreement, Yahoo agrees
         to grant a non-exclusive license to iPrint to the User's email address
         solely for the limited purpose of providing the iPrint Free Business
         Card Promotion contemplated under Section 3 of this Agreement
         (hereafter "Licensed User Data"). iPrint agrees that such license to
         the Licensed User Data shall expire at the end of the Term, or upon
         iPrint's breach of any of the provisions of the Agreement. Upon
         expiration of the license, iPrint agrees not to use the Licensed User
         Data for any purpose and to remove all copies of the Licensed User Data
         from its databases and records, except to the extent necessary for
         archival purposes, in connection with any sales transactions, or if
         obtained by iPrint from the User independently. Each party agrees to
         use User Data only as authorized by the User and shall not disclose,
         sell, license or otherwise transfer any such User Data to any third
         party or use the User Data for the transmission of "junk mail," "spam,"
         or any other unsolicited mass distribution of information. If any User
         requests, or if Yahoo requests on behalf of any User, that iPrint
         remove all personally identifiable information relating to such User
         from iPrint's database and other records, then iPrint shall promptly
         remove such personally identifiable information from its database and
         other records. In the event that Yahoo requests on behalf of any User
         that iPrint remove all personally identifiable information, Yahoo shall
         provide iPrint with a copy of any writing from the User to Yahoo
         requesting the removal of such information, to the extent such writing
         exists.

12.4     PRIVACY OF USER INFORMATION. Both parties shall ensure that all
         information provided by Users pursuant to this Agreement is maintained,
         accessed and transmitted in a secure environment and in compliance with
         industry standard security specifications. iPrint shall provide a link
         to its Terms and Conditions including its policy regarding the
         protection of User data on those pages of an iPrint Site or iPrint
         Yahoo Site where the User is requested to provide personal or financial
         information. Further, on any Page on the iPrint Site or iPrint Yahoo
         Site which is co-branded with the Yahoo Brand Reference,

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       14
<PAGE>

         iPrint agrees to provide the following language (or other language
         agreed upon by the parties): "The information collected on this page is
         collected by iPrint and is not collected or used by Yahoo! in any way.
         Please read iPrint's privacy policy (link) for more information about
         your privacy." iPrint represents and warrants that it will not engage
         in any conduct that would cause Yahoo to violate the FTC Order. iPrint
         agrees to cooperate fully with Yahoo, and follow and comply with all
         reasonable instructions and directions of Yahoo to ensure Yahoo's
         compliance with the FTC Order. Yahoo represents and warrants to iPrint
         that Yahoo will not engage in any activities that violate the FTC
         Order.

12.5     NONDISCLOSURE AGREEMENT. Yahoo and iPrint acknowledge and agree that
         the terms of the Mutual Nondisclosure Agreement attached as EXHIBIT L
         shall be incorporated by reference and made a part of this Agreement,
         and shall govern the use and disclosure of confidential information and
         all discussions pertaining to or leading to this Agreement and the
         relationship between the parties.

13.      INDEMNIFICATION.

13.1     iPrint, at its own expense, will indemnify, defend and hold harmless
         Yahoo and its employees, representatives, agents and affiliates from
         and against any and all losses, claims, damages, liabilities,
         obligations, penalties, judgments, awards, costs, expenses and
         disbursements, including without limitation, the costs, expenses and
         disbursements, as and when incurred, of investigating, preparing or
         defending any action, suit, proceeding or investigation, to the extent
         the same is caused by, relates to, based upon, arises out of or in
         connection with: (i) the iPrint Brand Features, the iPrint Links, the
         iPrint Content, the iPrint Emails, the free business card promotion, or
         any material, product or service produced, distributed, offered or
         provided on the iPrint Site or iPrint Yahoo Site, including, without
         limitation, any material presented on any site on the Internet
         produced, maintained, or published by iPrint, infringing in any manner
         any Intellectual Property Right of any third party or containing any
         material or information that is obscene, defamatory, libelous,
         slanderous, that violates any law or regulation, is negligently
         performed, or otherwise violates any person's right of publicity,
         privacy or personality, or has otherwise resulted in any consumer
         fraud, product liability, tort, breach of contract injury, damage or
         harm to any person or entity, or (ii) any breach by iPrint of the
         representations, warranties or agreements made by it in Section 12.4;
         provided, however, that in any such case: (a) Yahoo provides iPrint
         with prompt written notice of any such claim, (b)Yahoo permits iPrint
         to assume and control the defense of such action, with counsel chosen
         by iPrint (who shall be reasonably acceptable to Yahoo), and (c) Yahoo
         provides reasonable assistance in the defense so long as iPrint agrees
         to pay Yahoo's /***/ expenses, /***/. iPrint will not enter into any
         settlement or compromise of all or any part of such claim without
         Yahoo's prior written consent, which consent shall not be unreasonably
         withheld. Subject to Section 13.1(c), iPrint will pay any and all
         costs, damages, and expenses, including, but not limited to, reasonable
         attorneys' fees and costs awarded against or otherwise incurred by
         Yahoo in connection with or arising from any such claim, suit, action
         or proceeding.

13.2     Yahoo, at its own expense, will indemnify, defend and hold harmless
         iPrint, its employees, representatives and agents for all losses,
         expenses, claims, suits actions or

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       15
<PAGE>

         other proceedings based on or arising from a claim any Yahoo trademark,
         service mark or other Yahoo Brand Feature infringes in any manner any
         Intellectual Property Right of any third party; provided, however, that
         in any such case: (a) iPrint provides Yahoo with prompt written notice
         of any such claim; and, (b) iPrint permits Yahoo to assume and control
         the defense of such action, with counsel chosen by Yahoo (who shall be
         reasonably acceptable to iPrint), and (c) iPrint provides reasonable
         assistance in the defense so long as Yahoo agrees to pay iPrint's /***/
         expenses, /***/. Yahoo will not enter into any settlement or compromise
         of all or any part of such claim without iPrint's prior written
         consent, which consent shall not be unreasonably withheld. Subject to
         Section 13.2(c), Yahoo will pay any and all costs, damages, and
         expenses, including, but not limited to, reasonable attorneys' fees and
         costs awarded against or otherwise incurred by iPrint in connection
         with or arising from any claim, suit, action or proceeding for which
         Yahoo is required to indemnify iPrint under this Section.

14.      LIMITATION OF LIABILITY.

14.1     EXCEPT WITH RESPECT TO SECTION 13, UNDER NO CIRCUMSTANCES SHALL iPRINT
         OR YAHOO BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
         CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS
         AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
         SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
         ANTICIPATED PROFITS OR LOST BUSINESS.

14.2     EXCEPT WITH RESPECT TO EACH PARTY'S OBLIGATIONS UNDER SECTION 13, THE
         LIABILITY OF EACH PARTY TO THE OTHER UNDER THIS AGREEMENT SHALL BE
         LIMITED TO THE TOTAL PAYMENTS DUE UNDER THIS AGREEMENT.

15.      INSURANCE.

         Each party agrees that it will maintain insurance with a carrier
         generally accepted in the industry and with coverage for commercial
         general liability and errors and omissions of at least /***/ dollars
         ($/***/) per occurrence.

16.      GENERAL PROVISIONS.

16.1     INDEPENDENT CONTRACTORS. It is the intention of Yahoo and iPrint that
         Yahoo and iPrint are, and shall be deemed to be, independent
         contractors with respect to the subject matter of this Agreement, and
         nothing contained in this Agreement shall be deemed or construed in any
         manner whatsoever as creating any partnership, joint venture,
         employment, agency, fiduciary or other similar relationship between
         Yahoo and iPrint.

16.2     ENTIRE AGREEMENT. This Agreement, together with all Exhibits,
         represents the entire agreement between Yahoo and iPrint with respect
         to the subject matter hereof and thereof and shall supersede all prior
         agreements and communications of the parties, oral or written.

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       16
<PAGE>


16.3     AMENDMENT AND WAIVER. No amendment to, or waiver of, any provision of
         this Agreement shall be effective unless in writing and signed by both
         parties. The waiver by any party of any breach or default shall not
         constitute a waiver of any different or subsequent breach or default.

16.4     GOVERNING LAW. This Agreement shall be governed by and interpreted in
         accordance with the laws of the State of California without regard to
         the conflicts of laws principles thereof. Any claims or litigation
         arising under this Agreement will be brought solely in the federal
         courts in the Northern District of California or the state courts in
         the County of Santa Clara, California, and the parties consent to the
         jurisdiction of such courts.

16.5     SUCCESSORS AND ASSIGNS. Neither party shall assign its rights or
         obligations under this Agreement without the prior written consent of
         the other party, which shall not unreasonably be withheld or delayed.
         Notwithstanding the foregoing, either party may assign this Agreement
         to an entity who acquires substantially all of the stock or assets of a
         party to this Agreement; provided that consent will be required in the
         event that the non-assigning party reasonably determines that the
         assignee will not have sufficient capital or assets to perform its
         obligations hereunder, or that the assignee is a direct competitor of
         the non-assigning party. All terms and provisions of this Agreement
         shall be binding upon and inure to the benefit of the parties hereto
         and their respective permitted transferees, successors and assigns.

16.6     FORCE MAJEURE. Neither party shall be liable for failure to perform or
         delay in performing any obligation (other than the payment of money)
         under this Agreement if such failure or delay is due to acts of God,
         fire, flood, earthquake, strike, war (declared or undeclared), embargo,
         blockade, legal prohibition, governmental action, failure of suppliers
         to perform, riot, terrorist attack (including hacker attacks that could
         not be reasonably anticipated or protected against), insurrection,
         damage, destruction or any other similar cause beyond the control of
         such party.

16.7     NOTICES. All notices, requests and other communications called for by
         this agreement shall be deemed to have been given immediately if made
         by facsimile or electronic mail (confirmed by concurrent written notice
         sent via overnight courier for delivery by the next business day), if
         to Yahoo at 3420 Central Expressway, Santa Clara, CA 95051, Fax: (408)
         731-3301 Attention: Senior Director, Business Development (e-mail:
         /***/), with a copy to its General Counsel (e-mail: /***/), and if to
         iPrint at 1450 Oddstad Drive, Redwood City, California 94063, Fax (650)
         364-7724, Attention: General Counsel, with a copy to Mark Radcliffe,
         Gray Cary Ware Friedenrich, 400 Hamilton Avenue, Palo Alto, California
         94301, or to such other addresses as either party shall specify to the
         other. Notice by any other means shall be deemed made when actually
         received by the party to which notice is provided.

16.8     SEVERABILITY. If any provision of this Agreement is held to be invalid,
         illegal or unenforceable for any reason, such provision shall, if
         possible, be "blue penciled" so that it is valid, legal enforceable and
         conforms as closely as possible to the original intent of

/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       17
<PAGE>

         the parties. If this is not possible, such provision shall be severed
         from the Agreement and, provided that such severance does not deprive a
         party of a material benefit of this Agreement, such invalidity,
         illegality or unenforceability shall not effect any other provisions of
         this Agreement, and this Agreement shall be construed as if such
         invalid, illegal or unenforceable provision had never been contained
         herein.

16.9     SOLE RESPONSIBILITY. iPrint will remain solely responsible for the
         operation of the iPrint Site and iPrint Yahoo Site, and Yahoo will
         remain solely responsible for the operation of the Yahoo Main Site.
         Each party: (a) acknowledges that the iPrint Site, iPrint Yahoo Site
         and the Yahoo Main Site may be subject to temporary shutdowns due to
         causes beyond the operating party's reasonable control; and (b) subject
         to the terms of this Agreement, retains sole right and control over the
         programming, content and conduct of transactions over its respective
         Internet-based service.

16.10    COUNTERPARTS. This Agreement may be executed in two counterparts, both
         of which taken together shall constitute a single instrument. Execution
         and delivery of this Agreement may be evidenced by facsimile
         transmission.

16.11    AUTHORITY. Each of Yahoo and iPrint represents and warrants that the
         negotiation and entry of this Agreement will not violate, conflict
         with, interfere with, result in a breach of, or constitute a default
         under any other agreement to which they are a party.


         This Advertising and Promotion Agreement has been executed by the duly
authorized representatives of the parties, effective as of the Effective Date.

YAHOO! INC.                                   iPRINT.COM, INC.

By:  /s/ Anil Sinah                           By:  /s/ James P. McCormick
     -------------------------                     ------------------------

Name: Anil Sinah                              Name: James P. McCormick
     ------------------------                      ------------------------
Title: SUP                                    Title: COO
      -----------------------                       -----------------------

Attn: Chief Sales and Marketing Officer       Attn: General Counsel
3420 Central Expressway                       1450 Oddstad Dr.
Santa Clara, CA 95051                         Redwood City, CA 94063
Tel.:  (408) 731-3300
Fax:  (408) 731-3302                          Tel:
e-mail:  /***/                                Fax:


/***/ Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                       18

</TEXT>
</DOCUMENT>
