THIS AFFILIATE AGREEMENT (the “Affiliate Agreement”) is entered into by and between Rex Direct Net, Inc. (the “Company”), and the party submitting the Affiliate Network Application (the "Affiliate"), also referred to herein jointly as the parties (“Parties;” each a “Party”). This Affiliate Agreement supplements all other Campaign Terms subsequently agreed to by the Affiliate through use of the Links. Terms not defined in this Affiliate Agreement shall have the meanings set forth in the Campaign Terms (the Affiliate Network Application, the Campaign Terms, all subsequent changes to the Campaign Terms and this Affiliate Agreement collectively, the “Agreement”).

WHEREAS, Company and Affiliate desire to provide for the terms and conditions of this Affiliate Agreement as more specifically set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to be legally bound as follows:

1. Definitions.

1.1 “Network” means the Internet advertising network operated by Company, commonly referred to as Rextopia.com, which is comprised of Affiliates.

1.2 “Advertiser” means the advertiser or advertising agency providing advertisements to Company for use on Affiliate's Web site(s) as specified in the Company Network.

1.3 “Ad” means the advertisement in the form of a graphic or text file (s) supplied to the Company for inclusion in the Company Network and to be made available for Affiliate's use.

1.4 “Opt-in” means that the consumer has made an active, affirmative choice to receive Ads from the Affiliate.

1.5 “User” means any person using the Internet.

1.6 “User Action” means a User's completion of the act requested by the specific Advertiser supplying Ads through Company.

1.7 “Links” Unique tracking links provided to Affiliate by Company for tracking the results of specific campaigns.

1.8 “Objectionable Content” means content that: (A) is libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable; (B) contains harmful content including, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information: and (C) involves in any way the offering or disseminating of fraudulent goods, services schemes, or promotions, or the furnishing of false data on any signup form, contract, or online application or registration, or the fraudulent use of any information.

1.9 “Spam” means unsolicited bulk email where recipients have not agreed in advance to receive offers or Ads.

1.10 “Campaign Terms” means the specific description and guidelines for each particular campaign as listed in the Affiliate's account on the Company website(s). Such campaign shall be governed by this Agreement. In the event of a conflict between any applicable Campaign Terms and this Agreement, the terms of this Agreement shall govern.

1.11 “Payout” means the amount of payment a Affiliate will receive for each User Action for a particular campaign.

1.12 “Confidential Information” means any and all information that is disclosed by one party to the other that relates to the disclosing party's trade secrets, products, promotional material, developments, proprietary rights or business affairs, together with the intellectual property and all other information collected, prepared, developed, generated or acquired by the receiving party or any of its employees or agents as a result of or in connection with the Services or the performance of its obligations under this Agreement, excluding information that: (a) is or becomes publicly known, through no fault of the receiving party; (b) the receiving party can demonstrate was known by the receiving party prior to disclosure hereunder; (c) the receiving party can demonstrate is disclosed to the receiving party by a third-party with no violation of confidentiality to the disclosing party; or (d) the receiving party can demonstrate is developed by the receiving party independent of any use of information disclosed by the disclosing party.

2. Affiliate Network Application Requirements.

2.1. All Affiliate Network Applications are subject to review and may be rejected for any reason by Company.

2.2 Upon acceptance by Company of a properly completed Affiliate Network Application, Company will grant Affiliate access to an Affiliate account on Company website(s) where Affiliate may obtain information such as Payouts, Campaign Terms, Ads, and Links. If an Affiliate Network Application is not properly completed on behalf of Affiliate, then this Agreement shall be of no force and effect, and Company shall have no obligation to Affiliate hereunder.

2.3 For the purposes of this Agreement, Company shall not be deemed to have accepted a Affiliate Network Application unless or until the Company sends Affiliate an e-mail clearly communicating Company's acceptance ("Acceptance E-mail"), which e-mail shall contain further instructions for Affiliate regarding participation in the Company Network.

3. Advertising Services.

3.1 Subject to Affiliate's compliance with all applicable Campaign Terms and this Agreement, Company hereby grants to Affiliate a limited, non-exclusive, revocable license to market, display, perform, copy, transmit, and promote the Ad in performance of its obligations hereunder. Affiliate's use of Company's Ads or copyrighted materials in violation of this Agreement is strictly forbidden; should it occur, Company may immediately terminate this license, this Agreement, and Affiliate's participation in the Network, and seek such other remedies as may be available to it under applicable law.

3.2 The Company's sole obligation to Affiliate under this Agreement with respect to Ads shall be to provide such Ads for placement on the Company Network.

4. Rules and Regulations.

Failure to adhere to the following rules and regulations, as determined by the Company in its sole discretion, is a violation of this Agreement and may, in the sole discretion of the Company, result in the forfeiture of all payments due and immediate termination of this Agreement and Affiliate's participation in the Network. The following restrictions apply to Affiliate and any of Affiliate's affiliates and third parties with which Affiliate engages in business related to the Ads:

4.1 Affiliate's sites and e-mails may not contain any Objectionable Content and may not be utilized in connection, or otherwise associated, with any activity in violation of applicable laws. Affiliate represents that all content is owned by it or provided by it with the express authority of the owner, and that such content does not infringe upon any third party's intellectual property rights.

4.2. Affiliate may not modify the Ads supplied by the Company in any way unless prior written approval is obtained from Company for the modifications.

4.3. Affiliate shall not: (i) offer incentives to Users to respond to Ads except for Cost-Per-Sale campaigns, unless otherwise indicated in writing; (ii) place misleading statements near any Ad (e.g.., “You will win $5,000.”); or (iii) redirect traffic to a Web site other than that listed by the particular Advertiser.

4.4 Affiliate shall at all times comply with all applicable laws, including the applicable provisions of the “Controlling the Assault on Non-solicited Pornography and Marketing Act of 2003” (“CAN-SPAM Act”). Specifically, Affiliate shall not distribute e-mails:

4.4.1 without having first obtained the prior, written (or electronic) agreement of recipients of such e-mail to receive such transmissions from Affiliate (i.e., "opted-in" or “subscribed”). In addition, Affiliate shall maintain such electronic or tangible records as are necessary for the Company to confirm compliance with this paragraph including, without limitation, maintaining lists of the IP of each subscriber, the date/time of subscription, and the URL of the “opt-in” site. Affiliate shall make such records available to the Company immediately at its request;

4.4.2 promoting the Ads that contain or include a falsified sender domain name or non-responsive IP address;

4.4.3 promoting the Ads that contain or include a false or misleading subject line that in any way disguises or conceals the content of the e-mail. ONLY USE OF SUBJECT LINES APPROVED IN ADVANCE BY THE ADVERTISER ARE PERMITTED. All commercial e-mail transmissions shall contain language in the body that clearly and conspicuously identifies that the message is an advertisement or solicitation. IN OTHER WORDS, A HEADER OR FOOTER IS REQUIRED IN THE E-MAIL WHICH STATES THAT THE MESSAGE IS AN ADVERTISEMENT or SOLICATION. All subject lines and copy, text and html, are subject to review and approval by the Company in its sole discretion prior to being posted for use. Company's right of review does not in any way relieve Affiliate's obligation to comply with the terms of this Agreement including the CAN-SPAM Act. Affiliate shall not modify any subject lines or copy, text or html, once approved by the Advertiser and/or the Company, without the prior written consent of the Company;

4.4.4 that contain or include incorrect contact information of the sender, list manager or list owner. The “From” line in all e-mails must reference Affiliate's actual list name. All e-mails shall contain Affiliate's physical address (post office boxes are not permitted) and, in the reasonable discretion of the Affiliate, the Affiliate's telephone number. Affiliate agrees that its listed address may be used by the Company to notify the Affiliate of changes in the applicable law and actions that may be required to ensure compliance with applicable law and this Agreement;

4.4.5 that do not contain an unsubscribe feature, which feature must be enabled and correctly functioning for at least 30 days following the date the e-mail was originally sent. All unsubscribe requests, including requests by the Company to delete recipients of Affiliate e-mails, shall be processed within 5 business days, and Affiliate shall maintain electronic or tangible records evidencing the removal of such e-mails from Affiliate's distribution lists. Affiliate shall immediately make such records available to the Company upon its request;

4.4.6 that are sent for the purpose of harvesting the e-mail addresses in order to send future unsolicited e-mails;

4.5 Affiliate may use third parties to deliver e-mails only if each agrees to comply with the terms of this Agreement, and agrees to indemnify and hold Affiliate and the Company harmless from and against all claims, causes of action, suits, liabilities, damages, costs, expenses and fees (including attorneys' fees) arising from their breach of this Agreement or violation of applicable law. Affiliate shall be liable to the Company and third parties for the failure of such third parties to comply with this Agreement, to the same extent as if the Company failed to comply with this Agreement.

4.6 Affiliate shall not use any Company names including, without limitation Rextopia.com, Rex Direct Net, or any of the Company's represented Advertisers' names (including any abbreviation thereof), or any trademark, service mark, trade name or other identifying information of the Company or its represented Advertisers, whether in the originating or return e-mail address line, header or subject line of any e-mail transmission, without the prior, written consent of the Company.

4.7 Affiliate shall immediately terminate e-mail solicitations promoting any Ads upon request from the Company.

4.8 Affiliate may not violate the Company's or any third party's server, system or network security including, without limitation, through any of the following: (A) unauthorized access to or use of data, systems, servers or networks including, without limitation, any attempt to probe, scan or test the vulnerability of a system, server or network or to breach security or authentication measures without express authorization of the owner of the system, server or network; (B) unauthorized monitoring of data or traffic on any network, server, or system without express authorization of the owner of the system, server or network; and/or (C) interference with service to any user, host or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, broadcast attacks and any activity resulting in the crash of a host.

4.9 Except as specifically permitted above, Affiliate may not use banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, guestbooks, or the like.

4.10 Affiliate may not create any Ad in a “desktop” advertising scheme, nor any third party advertising platforms that use a desktop application to display advertisements in any form.

4.11 Affiliate may not auto-set cookies without a direct click by the User, including, but not limited to, pop-ups and iFrames.

4.12 Affiliate may not, nor knowingly permit any person to, activate a Link or inflate the amount of User Actions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, adware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing a User Action. Affiliate may not establish or cause to be established any promotion that provides any sweepstakes entries, rewards, points or other compensation to be earned in connection with generating User Actions, or otherwise attempt to induce Internet users to click on any of the Links through use of any other incentives, without obtaining the prior written approval of Advertiser.

5. Modifications.

Company reserves the right in its sole discretion to change any of the terms and conditions in this Agreement or the Campaign Terms, including without limitation the Payouts, by posting a new Agreement or Campaign Terms on Company's website(s). Affiliate's continued use of the Links will indicate acceptance of such revised Agreement and/or Campaign Terms, as applicable.

6. Payment.

Company shall process and send Affiliate's payment approximately forty-five (45) days following the last business day of each month in which earnings are accrued, but only after receiving payment from the Advertiser; provided, however, that the amount due to Affiliate exceeds fifty dollars ($50.00 U.S.D.).

7. Term and Termination.

This Agreement, as and if amended, shall apply to Affiliate for as long as Affiliate is a member of the Company Network. Company reserves the right to terminate this Agreement at anytime, for any reason whatsoever, upon written notice to Affiliate. Notice may be provided via e-mail and will be effective immediately. Upon receipt of such termination notice, Affiliate agrees to immediately terminate the use of Company's Ads and Links. In the case of termination, provided that Affiliate has an outstanding account balance equal to or greater than fifty dollars ($50.00 U.S.D.), Company will pay Affiliate all moneys properly accruing to Affiliate pursuant to this Agreement during the next billing cycle. In the event that the Company terminates this Agreement due to a material breach by Affiliate, no further payments shall be due and owing to Affiliate.

8. Non-Circumvention.

Affiliate shall not intentionally solicit, induce, recruit, or encourage, directly or indirectly, any Advertiser that is known to Affiliate to be an advertising client and/or customer of Company (e.g., an Advertiser which runs Ads on Affiliate's Web Site through the Company Network), for purposes of offering products or services that are competitive with the Company (including, without limitation, the provision of advertising inventory) nor contact such Advertisers for any purpose, during the term of Affiliate's membership in the Company Network and for the 90-day period following termination of Affiliate's membership in the Company Network for any reason; provided however, that the foregoing restriction shall not apply to Advertisers with whom Affiliate already has a relationship prior to the placement of advertising on Affiliate's site on behalf of such Advertisers by Company, as explicitly proven by documented evidence of such prior relationship provided by Affiliate to Company immediately upon Company's written request.

9. Representations and Warranties

Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power, and authority to enter into this Agreement, to grant the rights and licenses granted and to perform the acts required of it; (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties, do not and will not violate: any agreement to which such Party is a party or by which it is otherwise bound, any applicable governmental law or regulation to which it is subject, or any trademark, copyright, intellectual property, or other third party right; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party in accordance with its terms; (iv) such Party shall render all services to the other Party in a professional and workmanlike manner, in accordance with generally accepted industry standards; (v) such Party will abide by the terms and conditions set forth in this Agreement and (vi) such Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

10. No Additional Warranties.

The services provided by the Company, its use and the results of such use are provided “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY MAKES NO WARRANTIES, GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN. COMPANY DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. COMPANY DOES NOT WARRANT OR GUARANTEE THE PROFILE OR DEMOGRAPHICS OF A RESPONDENT. ALL ORDERS ARE CONTINGENT UPON COMPANY'S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND COMPANY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. COMPANY WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES, BUT MAKES NO GUARANTEE AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

11. Limitation of Liability.

EXCEPT AS EXPRESSLY PROVIDED BELOW WITH RESPECT TO INDEMNIFICATION AND CONFIDENTIALITY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED HEREIN. COMPANY SHALL NOT IN ANY EVENT BE LIABLE TO AFFILIATE FOR MORE THAN THE AMOUNT PAID TO AFFILIATE HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST COMPANY MORE THAN ONE YEAR AFTER THE DATE OF SERVICE.

12. Indemnification.

12.1. Affiliate is solely responsible for any and all legal liability arising out of or relating to (i) the Affiliate's Web site(s), (ii) any material to which users can link through the Affiliate's Web site(s) and/or (iii) any consumer and/or governmental/regulatory complaint arising out of any e-mail campaign or other advertising campaign conducted by Affiliate including, without limitation, any Spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer. Affiliate hereby agrees to indemnify, defend, and hold harmless the Company and each Advertiser and their respective officers, agents, affiliates and employees from and against to indemnify and hold Affiliate and the Company harmless from and against any and all claims, causes of action, suits, liabilities, damages, costs, expenses and fees (including attorneys' fees) arising out of or related to: (a) a claim for libel, defamation, violation of rights of privacy or publicity, intellectual property infringement or misappropriation, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Affiliate's Web site(s); (b) any material breach by Affiliate of provision of this Agreement, or any misrepresentation of Affiliate hereunder; (c) any inaccuracies or omissions contained in Affiliate's Affiliate Network Application, or (d) relating to a contaminated file, virus, worm, or Trojan horse originating from the Affiliate's Web site(s).

12.2. The Company shall have the right to participate fully, at its own expense, in the defense of any action for which indemnity is sought. If a dispute arises over whether the Company requesting indemnification hereunder is so entitled, the Company shall be free, without prejudice to any of the Company's rights hereunder, to compromise and defend such action. Any compromise or settlement of any action for which indemnity is sought shall require the prior written consent of both Parties hereunder; such consent will not be unreasonably withheld or delayed.

13. Publicity.

Company shall have the right to reference and refer to its work for, and relationship with, Affiliate for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Company and Affiliate.

14. Confidential Information

Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information or the Company's Advertisers' Confidential Information (including customer data) to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party.

15. General.

15.1 Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of the Agreement or to exercise any right under the Agreement will not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.

15.2 Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

15.3 Independent Contractors. The Parties to the Agreement are independent contractors. Neither Party is an agent, representative, partner, employee, or joint venture of the other Party. Neither Party will have any right, power, or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind the other Party. The Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either part.

15.4 Survival. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. More specifically, but without limiting the above, the rights and obligations contained in Sections 6-15 of this Agreement shall survive the termination or expiration of this Agreement.

15.5 Construction: Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to this Agreement, (i) such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.

15.6 Remedies. The Company reserves the right to withhold payment and take appropriate legal action to cover its damages against any Affiliate that violates the terms of this Agreement or breaches the representations and warranties set forth in this Agreement, or commits fraudulent activity against the Company. Except as otherwise specified, the rights and remedies granted to a Party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

15.7 Entire Agreement. This Agreement constitutes the entire and only agreement and supersedes any and all prior agreements, whether written, oral, express, or implied, of the Parties with respect to the transactions set forth herein.

15.8 Amendment. No change, amendment, or modification of any provision of the Agreement will be valid unless set forth in a written instrument signed by both Parties, subject to the Company's reserved right to modify this Agreement as stated in the section numbered “5” and entitled “Modifications” above.

15.9 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same document.

15.10 Governing Law; Jurisdiction; Venue. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of New Jersey without reference to conflict of laws principles. Any dispute arising out of or relating to this Agreement or the Network shall be brought in the federal or state courts located in the State of New Jersey , the exclusive jurisdiction and venue of which the parties irrevocably consent to for this purpose.

15.11 Notice. All notices, requests, demands, and other communications to Company hereunder shall be in writing and shall be deemed given at the time such communication is sent. If to Company, by email to Affiliates@Rextopia.com. If to Affiliate, to the e- mail address set forth on the Affiliate Network Application. Affiliate agrees to keep e-mail address listed with Company current in order to receive such notifications.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and binding upon Affiliate's submission and Company's acceptance of Affiliate's properly completed Affiliate Network Application without need for further action by Company.

Updated 10/18/2006