MEMBERSHIP TERMS

These MEMBERSHIP TERMS are in effect as of May 10^th, 2010.

Agreement made upon enrollment in RedEnvelope Rewards^SM (the "Club" ) between the Administrator of RedEnvelope Rewards^SM, Regent Group, Inc d/b/a Encore Marketing International®/ Encore®. 4501 Forbes Boulevard, Lanham, Maryland 20706 (the Club "Administrator"), and RedEnvelope Rewards^SM member ("You").

MEMBERSHIP PLAN AND TERM

Membership in the Club is offered pursuant to a variety of membership plans. Membership fees are those that apply in relation to the plan offer You accepted and are related to your membership term. Your Club membership is a monthly billed membership plan.

Your membership is accompanied by an introductory 30-day trial period, for which You will be charged a nominal introductory fee. You may cancel your membership during your trial period, with no further obligation, by calling the Club's disclosed toll-free customer service number. Otherwise, upon expiration of your trial period, your membership will automatically be extended to continue on a month to month ongoing basis and the monthly membership fee disclosed to You within the offer You accepted will be automatically billed to the designated credit card or other billing source authorized by You at the time You enrolled. The membership fee billed each month will be to the same account authorized by You to be billed, where applicable, the nominal trial period fee. The Club reserves the discretion to change the monthly membership fee commencing after your first year of membership.

If the Club is unable at any time to bill its membership fee to your specified billing source because it has declined billing, You agree that the Club may, at its option, make re-attempts to bill the transaction or divide the fee otherwise to be billed into incremental charges provided the total amount of such charges do not exceed in total the amount of the membership fee that the Club was unable to bill, which the Club may do for one or more membership fee charges it has otherwise been unable to bill. In such case, should the Club within a thirty day period after a declined transaction be unable to receive from You in full through your designated billing source the membership fee otherwise due, The Club may, at its option, suspend your right to access all of the Club membership benefits until such time as it is able to bill the outstanding charge(s) to your designated billing source. The Club may also, at its option, if it is unable at any time to bill its membership fee to your designated billing source, terminate your membership without notification.

Right to Cancel Membership: You have the right at any time to cancel your membership and terminate further billing by calling toll-free 1-888-739-6272.

MEMBERSHIP BENEFITS

As a member of the Club, You will have access to savings, discounts, and other benefits on specified products and services offered by third party product and service providers and suppliers who are independent from the Administrator. You will also as a member of the Club have access to discounts, savings and other benefits on specified travel, leisure and entertainment related purchases made through the Administrator or through third party providers who are independent from the Administrator who have agreed to make their services and benefits available to Club members at preferred rates. Availability of emergency cash and airline tickets to members stranded away from home without their credit cards due to their being lost or stolen is conditioned upon verification of available credit on a bank card account. The Administrator acts solely as the coordinator of the Club benefits and is not a merchant, vendor, manufacturer, or supplier of any product or service ordered by You, nor will it at any time have title to any product ordered. You are responsible for your selection and any providers chosen. Club benefits terminate automatically without further notice, upon termination of membership. The Club reserves the right to change, alter or amend membership benefits, including any provider, service, product or brand and including effecting withdrawal of any cash back rebate or other offer, at any time, and to provide notice to You via its customer service or otherwise if and when You seek to utilize such services or benefits or obtain them from such parties, with no requirement of further notice. Transactions from which rebates are issued must be for the personal use and benefit of the member. The Administrator reserves the right to require proof of personal use as it deems appropriate. You must be an active, paid in full member at the time You apply to us for any cash back rebate made available by the Club and at the time it is remitted/provided. The Administrator reserves the right to impose additional limitations on the maximum dollar amount of any individual rebate or total of all rebates which may be issued to You from the Club during any term of membership.

LIMITATION OF LIABILITY

The Club, as the coordinator of membership benefits, has made every attempt to verify the accuracy of information provided, but cannot be held responsible for any errors or omissions in any materials provided to you including typographical errors. THE CLUB, ITS ADMINISTRATOR, MARKETER(S), PROMOTER(S), AND SPONSOR(S) MAKE NO WARRANTY EXPRESS OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE MEMBERSHIP BENEFITS, THE PRODUCTS OR SERVICES PURCHASED BY YOU THROUGH THE CLUB OR INFORMATION PROVIDED TO YOU. YOU ACKNOWLEDGE THAT THE CLUB, ITS ADMINISTRATOR, MARKETER(S), PROMOTER(S) AND SPONSOR(S) HAVE NO LIABILITY TO YOU AS A SELLER OF ANY PRODUCTS OR SERVICES PROVIDED OR MANUFACTURED BY OTHERS, INCLUDING NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THE SERVICES OF ANY MERCHANT, TRAVEL PROVIDER OR TRANSPORTATION CARRIER, OR OTHER SUPPLIER OF SERVICES AND PRODUCTS, NO RESPONSIBILITY OR LIABILITY FOR DEFECTIVE OR NONCONFORMING PRODUCTS OR SERVICES, OR DELAYS IN DELIVERY, OR FOR ANY FAILURE BY ANY PRODUCT OR SERVICE PROVIDER OR SUPPLIER TO HONOR THE APPLICABLE DISCOUNT OR OTHER TERMS OF ANY OFFER. WE WILL NOT BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. If You encounter a problem with any discount, product, or service, the Club will always try to assist You in resolving the matter. However, the cancellation of your Club membership and refund of the paid membership fee for the current membership term is understood to be your sole recourse. Any dispute arising between You and the Club, if not resolved between us, shall You agree, be submitted solely to binding arbitration in the State of Maryland administered by the American Arbitration Association under its rules then in effect, with Maryland law to apply.

USE OF MEMBERSHIP

Your membership is non-transferable and is limited to You, your spouse, and dependent children. Membership limited to one per family household. Be sure by your membership fee payments to keep your membership current because the Club and participating product and service providers and suppliers will not honor a membership card or number that has expired. Your membership card and other forms of identification should be carried by You at all times to provide proof of the right to receive the services, discounts and savings made available to you through your membership. The Administrator reserves the right to cancel your membership at any time for fraud or abuse of member privileges or any other reason which in the discretion of the Administrator justifies such course of action. Please notify us promptly should there be any unauthorized use of your membership card or number. YOU ACCEPT BY YOUR MEMBERSHIP IN THE CLUB AND USE OF ITS BENEFITS ITS TERMS AND CONDITIONS OF MEMBERSHIP AS SET FORTH HEREIN. These MEMBERSHIP TERMS may be revised from time to time so you should periodically return and review these MEMBERSHIP TERMS for any changes.

IMPORTANT TRADEMARK NOTICE

Images and logos appearing within Club materials or web pages describing the Club are for illustrative purposes. The trademarks and service marks of parties other than those of the Administrator appearing therein (including brand and product names and logos) are the trademarks or service marks and property of third parties. Such marks where exhibited are intended to refer specifically to the products and services of such parties that are indicated as being available for purchase by Club members. The appearance of such marks does not suggest or imply any sponsorship, affiliation or endorsement of the Club by the trademark or service mark owner.

CLUB BENEFITS: MORE INFORMATION

20% Cash-Back: The Club offers members the opportunity to purchase gift cards and certificates from many well-known retailers, restaurants and oil company chains. For each gift card You purchase through us, you may apply within the same order form for a twenty percent (20%) rebate on the dollar amount of your gift card purchase. Dollar amount of rebates issued for gift cards purchased is subject to a maximum amount of $500 per calendar year. Please refer to the order form for additional limitations and conditions, including maximum rebates allowed per membership quarter, and further instructions. You must be an active, paid in full member at the time You return to us your gift card order form including your request for a rebate (which request must be separately completed and requested within the form), and at the time we issue the rebate to You. The rebate will be in the form of a check or other instrument of equivalent value. When the full price of a purchase at the gift card (retailer, dining, gas) merchant location is made using a gift card purchased from the Club, applying your cash back rebate to the purchase of your gift card will, in equivalent terms, result in a 20% cash-back saving on your purchase from the merchant.

VIP Travel Rewards & Upgrades: Hotel and cruise ship upgrades are based upon room accommodation, are date specific and based upon availability at time of booking. Certain restrictions may apply. All prices are subject to change and special offers can be terminated without notice. Limousine and airport transportation is limited to 30 miles from point of origin. Not all hotel, cruise and vacation packages are eligible for member rewards. Member must be active and membership paid in full when booking a passage to earn rewards. Rewards may be substituted if select choice is not available.

Vacations/Cruise Packages: Vacation package prices do not include special saver and cash back rebate offers. Vacation package prices are per person, based on double occupancy, are land only and do not include airfare. For each vacation package, or additional tour booked through us, you will receive Rewards based on the dollar amount of your package. Airport taxes, fees and ground transfers are additional. Unless indicated, prices do not include gratuities, meals, telephone calls, some resort service fees, and any personal or incidental items. All packages are subject to the terms and conditions of third party travel providers. Blackout dates and other restrictions may apply. Advertised rate may not be valid for a specific date, unit, room or cabin type. Airfare prices, availability, times and flights are not guaranteed unless paid in full and may change without notice. All prices are subject to change without notice and may be subject to limited availability. Seasonal surcharges, restrictions and blackout dates may apply. For packages, terms and current member pricing, contact your Travel Consultant at 1-800-227-6723 , Monday - Friday, 9:00 am - 5:30 pm, ET. Cruise package rates are based on per person, double occupancy. Airfare, airport taxes, fees, ground transfers are additional unless part of the rewards program. Cruise rates exclude all fees including port charges and vary by sailing date and stateroom category. Land and Tour as well as Cruise packages are subject to the terms and conditions that are disclosed by the third party land and tour/cruise package travel provider.

DOCUMENTS: Travel documents for land vacations (land only or air inclusive) are mailed 21 days prior to departure. Cruise documents are mailed 14 days prior to sailing. Please check your documents to confirm accuracy of all information.

Ticket Purchase Benefit: To assist You in trying to locate and obtain tickets to events including those sold-out, you will have access to the services of a nationally reputable ticket broker who is bonded and licensed, and a member of its industry association and/or Better Business Bureau. Please note that due to market demand, pricing for tickets to sold-out (or near sold-out) events will likely be higher, sometimes considerably higher, than the face value of the ticket when typically purchased at the box office. Please refer to the vendor's policy regarding ticket guarantees once You have effected a ticket purchase transaction, and its other pertinent terms and conditions regarding this service. For ticket purchases, you may receive a ten percent (10%) rebate of the dollar amount of your ticket purchase subject to a maximum amount of $50 per ticket transaction and a maximum amount of $100 per calendar year. Offer subject to change without notice. Please direct your rebate request (within 45 days of your ticket purchase), with accompanying receipt of ticket purchase to RedEnvelope Rewards^SM Ticket Program at the address of the Administrator.

Movie Theater Tickets: Ticket order forms are not redeemable at the box office. Once ordered You will receive your tickets by mail within 12-14 business days. Payments must include total dollar amount for tickets. Do not send cash - only payment by check, credit card or money order is accepted. Present tickets at box office. Theaters are not responsible for lost or expired tickets. Tickets are not gift certificates and have no cash value. All sales are final. Tickets purchased are only valid for theaters specified and are not refundable or exchangeable. Certain restrictions may apply per theater. Maximum number of movie tickets ordered per membership year is limited to 100. Theater tickets are for personal use and may not be resold. You must be an active and paid in full member at the time You return to us your movie ticket order form and at the time we issue the ticket order to You. Offer and prices are subject to change without notice. No refunds or exchanges.

Personal Concierge: Comments and recommendations made by the concierges' are based upon research and opinions collected by them, and are subject to change at any time. Restrictions and additional fees for some services may apply. This benefit is not to be construed as a covenant to deliver, or attempt to deliver, discounted tickets or savings. The concierge will make every commercially reasonable attempt to satisfy the member but cannot guarantee that it will and can obtain tickets to sold-out events or make reservations to members for services/attractions that are completely booked/sold-out.

APRIL 2013 NOTICE TO MEMBERS USING AN AMERICAN EXPRESS CARD AS METHOD OF PAYMENT: The Program name you see on your statement will now appear as "EasySaver".