Dear Newspaper Publisher and Distributor

December 14, 2009

Dear Newspaper Publisher and Distributor:

Kroger is pleased to announce that it has entered into an agreement with iControl Systems USA to administer the newspaper program at our Kroger/Columbus division. The effective date of the program is March 15, 2010. As of March 15, iControl will be the sole party responsible for all operational communications, new store set-ups, and payments for all newspapers at the above divisions.

Cash payouts at store level or direct billing between newspaper publishers/distributors and Kroger will cease with all sales that occur beginning March 15, 2010. iControl will make payments based upon what is scanned through the register, yet Kroger recognizes and respects your prerogative to count and remove returns. Thus, unsold copies will be available for distributor pickup for 7 days. iControl will review and compare data from publishers and distributors to scan data to ensure our stores perform at the highest levels and to advise us if they do not, so appropriate measures can be taken. Kroger alone will decide what those appropriate measures are. Kroger and iControl are completely committed to working with you to ensure scanning compliance and to curtail discrepancies.

To ensure our stores scan your newspaper at the correct price as of day one, it is imperative that all relevant cost and account setup information be communicated directly to iControl, by January 29, 2010. Please do not assume your information is set properly.

Any Non-SBT Newspaper Publisher/Distributors that have any outstanding balances with Kroger must be brought to our attention by January 29, 2010 so we can resolve them by February 27, 2010. For any such balances issues, please contact Arthella Pegram() 513-762-1072 at the Kroger Office. Kroger will expect all Non-SBT Newspapers Publishers/Distributors to have all unsold copies removed and credited as of the March 15 start date.

Any questions about this program should be directed to Bill Thomas, iControl’s Account Analyst for Kroger. Bill can be reached at (513) 322-5131 or . Calls to Kroger will be redirected to Mr. Thomas.

Kroger is excited about our partnership with iControl and we are looking forward to your continued support and cooperation.

Best Regards,

Dave Rustad

Senior Category Manager

Drug/General Merchandising

1014 Vine Street - Cincinnati, OH - 45202