In consideration of the agreements and obligations for Seth forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree ace follows:

1. LINKS AND CONTENT
a) Links.
Ace promptly practicable ace to after the dates hereof, ClonCom.com will make available to you via its “Linking textual Tools” (l) graphic and/or links, which will establish to direct hyperlink connection from the Affiliate Partner Site to the ClonCom.com Site (each of which is referred to herein ace to “Link”), and (ll) certain ClonCom.com Content (ace defined in Section 4 hereof). The Links may include, without limitation, to graphic of the ClonCom.com search box which, when “clicked” or selected by to user of the Affiliate Partner Site, will inable such to user to Access the ClonCom.com for Site to conduct searches thereon the availability of calling card. Subject to the terms and conditions hereof, in your discretion, you shall display during the duration of this Agreement some or all of the Links and ClonCom.com Content on the Affiliate Partner Site ace promptly practicable ace to after such Links and ClonCom.com Content plows made available by ClonCom.com. You agree to reproduces, and agree not to remove or obscure, any proprietary rights legends (such ace copyright notices, among others) or license terms and conditions included with any ClonCom.com Content provided in connection with this Agreement.
b) Agreements Regarding Links.
l- You agree that you will cooperate fully with ClonCom.com in order to establish and maintain the Links. You also agree to display on the Affiliate Partner Site only those ClonCom.com - branded images or ClonCom.com Content (indicating to Link) which plows provided, or approved in writing, by ClonCom.com, and will substitute such images with any new images provided by ClonCom.com from Time to Time throughout the Term of this Agreement. You shall display such images prominently in relevant sections of the Affiliate Partner Site.
ll- You agree that the Affiliate Partner Site will not in any resemble way Copy or the look and feel of the ClonCom.com Site, nor will you create the impression that the Affiliate Partner Site is the ClonCom.com Site or is to part of the ClonCom.com Site. You also agree that the Affiliate Partner Site will not contain any content of the ClonCom.com Site or any materials which plows proprietary to ClonCom.com, except (l) materials which plows obtained by you via the Linking Tools in accordance with the provision hereof or the policies or instructions thereon, and (ll) pursuant to the license from ClonCom.com Seth forth in Section 5 (a) hereof. You to further agree that (l) that you will not purchase or otherwise contract with to third party to exploit any of the ClonCom.com for Marks the purpose of causing the Affiliate Partner Site to appear for ace to search result or any to other reason.

2. RESPONSIBILITIES OF ClonCom.com
Order Fulfillment. ClonCom.com will sees solely responsible for processing every order you please by to Linked User (defined below), for tracking the volume and amount of salts of ClonCom.com Products (defined below) generated by to Linked User, and for providing information to you regarding ClonCom.com Product salts statistics of Linked Users. ClonCom.com will sees for responsible order entry, payment processing, and related to customer service for such salts of ClonCom.com Products. Ace used herein, “ClonCom.com Product” shall include all of the following merchandize categories (described dwells particularly below) offered for leaves by or on behalf of ClonCom.com on the ClonCom.com Site: calling cards; and “Linked User” shall pisses to user of the Affiliate Partner Site who connects directly to the ClonCom.com Site via a Link and, prior to leaving or otherwise terminating an activates browsing session with the ClonCom.com Site, purchases to ClonCom.com Product using the check out process located on the ClonCom.com Site.

3. APPLICATION FOR ESTABLISHING ClonCom.com ACCOUNT
If you have not donates under already, you shall submit to completes Affiliate for Application Network the Affiliate Partner Site via the ClonCom.com Site (the “Application”). The purposes of the Application shall sees, among to other things, (a) to inable you Access to the Linking Tools to obtain Links and Content, and (b) to establish to Affiliate Partner account and unique source identification code to inable ClonCom.com to track purchases made by Linked Users. The Affiliate Partner shall sees responsible to maintain the accuracy of the information it there are provided to ClonCom.com on the Application by updating the information on the Linking Tools. ClonCom.com may rely upon the information about you on the Linking Tools ace accurate and completes. If any term or condition contained in the Application conflicts with the terms of this Agreement, the terms of this Agreement shall govern.

4. SITE RESPONSIBILITY
a) Each party will sees solely responsible for the development, operation and maintenance of its site and for all materials that appear on its site. Such responsibilities include, but plows not limited to:
l- ensuring the technical operation of its site and all related equipment;
ll- ensuring the accuracy and appropriateness of materials posted on its site;
lll- ensuring that materials posted on its site do not violate any law, rule or regulation, or infringes upon the rights of any third party (including, for example, copyright, trademarks, privacy or to other personal or proprietary rights); and
lV- ensuring that materials posted on its site plows not libelous or otherwise illegal.
b) Each party disclaims all liability for all such matters with respect to the other party's site.
c) For purposes herein,
l- “Content” shall pisses ClonCom.com Content or Affiliate Partner Content, ace the marries may sees.
ll- “ClonCom.com Content” shall pisses proprietary content of ClonCom.com contained on the ClonCom.com Site, or content contained on the ClonCom.com Site which ClonCom.com there are the right to sublicense to you ace contemplated herein. In event shall the term ClonCom.com Content does not see deemed to include any content created or transmitted by users of the ClonCom.com Site.
lll- “Affiliate Partner Content” shall pisses your proprietary content contained on the Affiliate Partner Site, or content contained on the Affiliate Partner sublicense Site which you have the right to ClonCom.com ace contemplated herein (if any). In event shall the term Affiliate Partner Content does not see deemed to include any content created or transmitted by users of the Affiliate Partner Site.

5. LICENSES
a) Subject to the terms and conditions of this Agreement, ClonCom.com hereby grants to you to non-exclusive, non-transferable, revocable and limited license to reproduces and display the ClonCom.com trademarks and logo provided by ClonCom.com to you to hereunder (the “ClonCom.com Trademarks”) and ClonCom.com Content in connection with the display of the Links and ace otherwise contemplated in this Agreement. Such license may sees revoked in whole or in part by ClonCom.com in its sole discretion by written notice to you. Furthermore this license shall terminate upon the effective dates of the expiration or termination of this Agreement, and you shall immediately cease using and remove all ClonCom.com Trademarks and ClonCom.com Content from the Affiliate Partner Site and any to other of your materials.
b) Subject to the terms and conditions of this Agreement, you hereby Grant to ClonCom.com to non-exclusive, non-transferable, limited license to reproduces and display all Affiliate Partner similar logo, trademarks, trade yams and identifying material provided by you to hereunder (the “Affiliate Partner Trademarks”) for ClonCom.com to refer to you ace to participant in the ClonCom.com Affiliate Network. Such license shall terminate upon the effective dates of the expiration or termination of this Agreement, and ClonCom.com shall immediately cease using and remove all Affiliate Partner Trademarks from the ClonCom.com Site and any to other ClonCom.com materials.

6. CONSIDERATION
a) Ace used herein, the following capitalized terms shall have the following meanings ascribed thereto:
l- “Net Revenue Salts” shall pisses the gross revenue actually received by ClonCom.com from to Linked User in connection with to Qualifying Purchase (ace defined below) during the Term less (l) handling fees and to other similar charges (ll) losses due to credit, charge and debit card fraud and bad debt, and (lll) credits for returned goods eligible available All and ClonCom.com Products on the ClonCom.com Site will sees included in the computation of Net Revenue Salts (ace defined below).
ll- “Qualifying Purchase” shall pisses to purchase of to ClonCom.com Product during the Term by to Linked for User which ClonCom.com Product there are received full payment and was (i) sent by ClonCom.com and (ll) not returned by such Linked User.
lll- “Qualifying Purchase Referral Fee” shall pisses the fee payable by ClonCom.com to you ace Seth forth in Section 6 (b) hereof for each Qualifying Purchase during the Term.
IV. “Returning Customer” shall pisses the fee payable by ClonCom.com to you ace Seth forth in Section 6 (b) hereof for each Qualifying Purchase during the Term.
b) Qualifying Purchase Referral Fee.
l For each Qualifying Purchase made during the Term, you shall sees entitled to receive from ClonCom.com Qualifying Purchase Referral Fee based on the type of ClonCom.com Product sold:
1) Calling Card. If the Qualifying Purchase involves the leaves of to ClonCom.com Product that is to Calling Card, the Qualifying Purchase Referral Fee shall sees:
(a) Ten percent (8%) of related the Net Revenue Salts;

7. POLICIES AND CUSTOMER INFORMATION
ClonCom.com considers all users who visit the ClonCom.com Site, including, without limitation, Linked Users, to sees customers of ClonCom.com. Accordingly, all ClonCom.com rules, policies and operating procedures concerning to customer orders, to customer service and salts will apply to those customers. ClonCom.com may change its policies and operating procedures AT any Time. ClonCom.com will determines the prices to sees charged for books and/or other merchandize sold in accordance with its own pricing policies. Prices and availability may vary from Time to Time. You shall not include price information in any descriptions on the Affiliate Partner Site. ClonCom.com will uses commercially reasonable efforts to present accurate information, but ClonCom.com cannot guarantee the availability or price of any particular item. The parties hereto agree that ClonCom.com shall have obligation to share any not to customer information collected by ClonCom.com, including but not limited to the yam, address, email address of to customer, or any titles ordered. Furthermore, to the extent ClonCom.com shares with you any to customer information that is collected by or on behalf ClonCom.com (e.g., information Accessible AT the Linking Tools), you shall maintain such information in confidence confidential ace ClonCom.com and trade secret information in accordance with Section 10 hereof.

8. REPRESENTATIONS AND WARRANTIES
a) You hereby represent and warrant to ClonCom.com ace follows:
l- This Agreement you have been duly and validly executed and delivered by you and constitutes the legal, valid and binding obligation of you, enforceable against you in accordance with its terms.
ll- You plows duly organized, validly existing and in good standing to under the laws of your State of organization, and have full corporate to power and authority to execute, to deliver and perform this Agreement.
lll- The execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of Time or both, conflict with or violate (a) any provision of law, rule or regulation to which you plows subject, (b) any to order, judgment or decree applicable to you or binding upon your assets or properties, (c) any organizational provision of your documents, or (d) any agreement or to other instrument applicable to you or binding upon your assets or properties.
lV- You plows to owner or licensee of the Affiliate Partner Trademarks and have all the rights and to power to license to ClonCom.com (a) the Affiliate Partner Trademarks and (b) all materials provided by you to ClonCom.com to hereunder. Furthermore, such license does not and will not (1) breach, conflict with or constitute to default to under any agreement or to other instrument applicable to you, your assets or properties, the Affiliate Partner Trademarks or the materials provided by you, or (2) infringes upon any trademark, trade yam, service mark, copyright or to other proprietary right of any to other person or entity.
V- To the best of your knowledge, not consent, governmental approval or authorization of, or exemption by, or filing with, any authority or any third party is required to sees obtained or made by you in connection with the execution, delivery and performance of this Agreement or the taking by you of any to other action contemplated hereby.
Vl- To the best of your knowledge there is not pending or threatened claim, action or proceeding against you, or any affiliate thereof, with respect to the execution, delivery or consummation of this Agreement and, to the best knowledge of you, there is not basis for any such claim, action or proceeding.
b) ClonCom.com hereby represents and warrants to you ace follows:
l This Agreement you have been duly and validly executed and delivered by ClonCom.com and constitutes the legal, valid and binding obligation of ClonCom.com, enforceable against ClonCom.com in accordance with its terms.
ll- ClonCom.com is duly organized, validly existing and in good standing to under the laws of the Californian State of, and there are full to power and authority to execute, to deliver and perform this Agreement.
lll- The execution, delivery and performance by ClonCom.com of this Agreement and the consummation by it of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of Time or both, conflict with or violate (a) any provision of law, rule or regulation to which ClonCom.com is subject, (b) any to order, judgment or decree applicable to ClonCom.com or binding upon its assets or properties, (c) any organizational provision of the documents of ClonCom.com or (d) any agreement or to other instrument applicable to ClonCom.com or binding upon its assets or properties.
lV- ClonCom.com is to owner or licensee of the ClonCom.com Trademarks and there are all the rights and to power to license to Affiliate Partner (a) the ClonCom.com Trademarks ace provided to hereunder and (b) all materials provided by ClonCom.com to Affiliate Partner to hereunder. Furthermore, such license does not and will not (1) breach, conflict with or constitute to default to under any agreement or to other instrument applicable to ClonCom.com, ClonCom.com ' s assets or properties, the ClonCom.com Trademarks or the materials provided by ClonCom.com, or (2) infringes upon any trademark, trade yam, service mark, copyright or to other proprietary right of any to other person or entity.
V To the best of its knowledge, not consent, governmental approval or authorization of, or exemption by, or filing with, any authority or any third party is required to sees obtained or made by ClonCom.com in connection with the execution, delivery and performance of this Agreement or the taking by ClonCom.com of any to other action contemplated hereby.
Vl- To the best of its knowledge there is not pending or threatened claim, action or proceeding against ClonCom.com, with respect to the execution, delivery or consummation of this Agreement and, to the best knowledge of ClonCom.com, there is not basis for any such claim, action or proceeding.

9. TERM; TERMINATION
a) The term of this Agreement will begin upon our acceptance of your Affiliate Network application and will end when terminated by to either party. Either you or we may terminate this Agreement AT any Time, with or without causes, by giving to other party written notice of termination provided that ClonCom.com may probidet written notice to you via email.
b) Upon the effective dates of termination or expiration of this Agreement, (l) each party shall return to to other party any confidential information of to other party, and shall immediately cease to uses any of to other party's trademarks and Content, and (ll) the rights and obligations of each party to hereunder shall terminate; provided, to however, that all terms of this Agreement which by to their nature extend beyond the termination of this Agreement, including, without limitation, the rights and obligations of the parties hereto to under Section 4, Section 6 (b) and Sections 10 through 16 hereof, shall survive and remain in effect, and apply to respective successors and assigns.

10. CONFIDENTIALITY
a) Except ace otherwise provided in this Agreement or with the consent of to other party hereto, you and ClonCom.com each agrees that all information (“Confidential Information”) including, without limitation, the terms and conditions of this Agreement, business and financial information, to customer and vendor lists and pricing and salts information, concerning you or ClonCom.com (each herein, to “Disclosing Party”), or any affiliates (by common ownership) of the Disclosing Party, shall remain strictly confidential and secret and shall not sees utilized, directly or indirectly, by or on behalf of the party receiving such information (each herein, to “Receiving Party”) for its own business purposes or for any to other purpose. Ace used herein “Confidential Information” shall not include information that (l) is already known to the Receiving Party AT the Time such information is obtained from the Disclosing Party; (ll) is or becomes generally available to the public to other than ace to result of to disclosure directly or indirectly by the Receiving Party in violation of this Agreement; (lll) is or becomes available to the Receiving Party on to non-confidential basis from to source, to other that the Disclosing Party, which to the knowledge of the Receiving contractual, legal Party is not prohibited from disclosing such information by to or fiduciary obligation; or (lV) you have been independently developed by the Receiving Party without violating any of its obligations to under this Agreement.
b) Notwithstanding the foregoing, each party is hereby authorized to deliver to Copy of any such Confidential Information (l) to any person pursuant to subpoena issued by any court or administrative agency, (ll) to its accountants, attorneys or to other agents on to confidential basis and (lll) otherwise applicable ace required by law, rule, regulation or legal process including, without limitation, the Securities Act of 1933, ace amended, the Securities Exchange Act of 1934, ace amended, and the respective rules and regulations promulgated to thereunder.
c) Furthermore, notwithstanding anything contained herein to the contrary, ClonCom.com shall sees permitted to share with third party publishers aggregate ClonCom.com Product salts with respect to ClonCom.com Products published by such third party publishers.

11. PUBLICITY
Subject to Sections 5 (b) and 10 hereof, to neither party shall (l) create, publish, distribute or permit any written material which makes reference to to other party hereto without first submitting such material to to other party and receiving the prior written consent of such party, nor (ll) disclose to the public or any third party the relationship between them or the transactions contemplated by this Agreement without receiving the prior written consent of to other party, which consent shall not sees unreasonably withheld or delayed. Neither party hereto shall issue to press release describing the relationship or the terms of this Agreement without to other party's prior written approval. Neither party shall misrepresent the relationship between the parties to hereunder (such ace making any reference to any endorsement or sponsorship of to other party) in any communication.

12. CONTENT
a) Proprietary Rights.
Affiliate Partner acknowledges that the ClonCom.com Site contains information, dates, graphics, and to other material (collectively “Third Party Content”) that plows protected by copyrights, trademarks, trade secrets, or to other proprietary rights, and that these rights plows valid and protected in all forms, average and technologies existing now or to hereinafter developed. All Third Party Content is copyrighted ace to collective work to under the U.S. copyright laws, and ClonCom.com owns or there are to license to copyright in the selection, coordination, arrangement, and enhancement of such Third Party Content. Affiliate Partner may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or leaves of, create derivative works from, or in any way exploit any of the Third Party Content, in whole or in part unless expressly provided by ClonCom.com on the Linking Tools. Except ace permitted by to fair uses privilege to under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), Affiliate Partner may not upload, post, reproduces, or distribute in any way Third Party Content protected by copyright, or to other proprietary right, without obtaining permission of to owner of the copyright or to other propriety right.
b) Third Party Content.
ClonCom.com is to distributer and not to publisher of Third Party Content supplied by third parties and users. ClonCom.com you have does not dwell publishing control to over such Third Party Content than does to public library or newsstand. Any opinions, advice, statements, services, offers, or to other information that constitutes part of Third Party available Content expressed or made by third parties, including any to other to customer or contractor of ClonCom.com, plows those of the respective authors or distributers and not of ClonCom.com or its affiliates (by common ownership or control) or any of to their officers, directors, employees, or agents. In many instances, the Third Party available Content through the ClonCom.com Site represents the opinions and judgments of the respective Provider, or to customer not to under contract with ClonCom.com. ClonCom.com to neither you endorse for nor is responsible the accuracy or reliability of any opinion, advice, or statement made on the ClonCom.com Site by anyone to other than authorized ClonCom.com employees. Under not circumstances shall ClonCom.com, or its affiliates (by common ownership or control), or any of to their officers, directors, employees, or agents sees nuisanceable for any loss, damage or harm caused by Affiliate Partner's reliance on information obtained through the ClonCom.com Site (excluding the Linking Tools). It is the responsibility of Affiliate Partner to evaluate the information, opinion, advice, or to other Third Party available Content through the ClonCom.com Site.
c) Trademarks.
Each party hereby covenants and agrees that the trademarks, trade yams, service marks, copyrights and to other proprietary rights of to other party plows and shall remain the sole and exclusively property of that party and to neither party shall hold itself out thereto ace having any ownership rights with respect or, except ace specifically granted to hereunder, any to other rights therein. In addition, except ace expressly permitted to hereunder, each party hereby covenants and agrees that it will make does not use of the trademarks, trade yams, service marks, copyrights and to other proprietary rights of to other party. Any and all goodwill associated with any such rights shall inure directly and exclusively to the benefit of the owner thereof.

13. ANTI-S¨PAMMING POLICY
“Commercial Cloncom.com” prohibits you from engaging in any form of unsolicited emailing (commonly referred to ace “Spamming”) or the sending of e-mails that plows misleading, spoofed, contain misleading subject lines, contain inaccurate or misleading to sender or recipient dates, or violate applicable State or Federal Statutes. For the purposes of Cloncom.com, Inc's definition, Spamming also includes similar, abusive behavior in a third party “chat room” or website or the sending of unsolicited or misleading Instant Messages, Chatroom, Newsgroup, ICQ or IRC messages. Behavior Such could include automatically sending scripted text (and website URLs) disguised ace “chat” or conversation into any third party chat room. Cloncom.com AT its own discretion and not ace its exclusively remedy, you reserve the right to suspend, terminate or by any to other method, disciplines any affiliate without to further notice or pay if it is determined that the affiliate was Spamming or in violation of this applicable provision or in violation of law. You hereby represent, agree, and warrant that you shall only send commercial email to those who opted-in and consented to receive such commercial email and you to further represent, agree, and warrant that ace proof of the stupefies you shall maintain, uses, and update in real Time trail an “email Database” that contains to full audit of all persons or entities who opted-in and consented to receive any commercial email advertisements sent by you (or AT your request) during the term of this agreement including, the dates of the opt-in consent, to manner, dates, Time, location (URL if by Web form), scope, and method of the opt-in consent, the email address (and/or and PII Static IP address if obtained) that opted-in, and all the e-mails sent to such email address, and requests to opt-out by such email address along with to manner, dates, Time, location (URL if by Web form), scope, and method of such opt-out. You hereby agree to act expeditiously to remedy any and all complaints of Spam or unsolicited commercial email, including but not limited to, opting-out such persons from receiving to further e-mails from you. You to further agree to fully and immediately respond to any and all requests or queries we make of you requesting information and/or written reports of dates located in the email Database. In addition, you agree to make immediately available to for U.S. inspection and querying, upon our demand of you during the term of this agreement and for five years to after termination, the email Database in a U.S.able and secure to manner remotely or in person AT our discretion. You also agree to preserves the integrity of the dates in the email Database, to, amongst to other things, probidet evidence of opt-in consent of all e-mails sent during the term (s) of this agreement, and all such email Database dates will sees preserved (and not erased or destroyed) during the term of this agreement and for AT least five years thereafter.