1. AGREEMENT By completing and sending in the accompanying registration form and agreeing to the terms and conditions of this Agreement, you are entering into a legal agreement with FindDigest which contains all of the terms and conditions below and governs your participation in the FindDigest Affiliate Program.

2. DEFINITIONS For purposes of this Agreement, the following terms will have the indicated meanings: 1.Affiliate: The name of the company or individual or other corporate entity provided in the registration form. 2.Affiliate's Web Site: The pages of Affiliate, as indicated in Affiliate's registration form "URL of Site." 3.Click-Through: When a user of Affiliate's Web Site clicks on a FindDigest provided banner or text link and is then transferred to the FindDigest.com website.

3.GRANT OF LICENSE. 1.License. Subject to the terms and conditions of this Agreement, FindDigest grants to Affiliate a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable royalty-free license during the term of this Agreement to place a Link(s) on Affiliate's Web Site, solely in connection with the exercise of Affiliate's rights under this Agreement. 2.Use. Affiliate shall apply, use, and reproduce at least one of the Links, in the size, place, and manner FindDigest may indicate from time to time, on Affiliate's Web Site and related materials. Affiliate shall display such Link(s) only in a manner that complies in all material respects with FindDigest's Usage Guidelines attached hereto as Exhibit A, and as modified from time to time by FindDigest in its sole discretion. 3.Ownership. Affiliate acknowledges that all right, title and interest in the Link(s) are exclusively owned by FindDigest and/or its licensors, and that no right other than the limited license granted herein is provided to Affiliate. Affiliate shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the Link(s) or in any element, derivation, adaptation, variation or name thereof. Without limiting the foregoing, Affiliate hereby assigns to FindDigest all worldwide right, title and interest in the Link(s)and in any material objects consisting of the Link(s) and/or any FindDigest trademark, tradename or service mark. 4.Ownership of Goodwill. Affiliate agrees that its use of the Link(s) including all FindDigest trademarks, service marks and/or tradenames incorporated therein, inures to the benefit of FindDigest. All goodwill or reputation in the Link(s) shall automatically vest in FindDigest when the Link(s) are used by Affiliate pursuant to this Agreement. Affiliate shall not contest the validity of any of the FindDigest trademarks, service marks or tradenames or FindDigest's exclusive ownership of them. During the term of this Agreement, Affiliate shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the FindDigest trademarks, service marks or tradenames, or any word or mark confusingly similar to them in any jurisdiction.

4.FINDDIGEST'S RIGHTS AND RESPONSIBILITIES We will be responsible for providing all information reasonably necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for tracking and reporting the number of Click-Throughs, corresponding revenue, and for providing information about the revenue earned by our FindDigest affiliate partners. 1. Links: Subject to the terms of clause (2) below, we will provide you with one or more FindDigest Links, which will consist of one or more graphic images provided by us (and subject to change from time to time in our sole discretion) containing FindDigest's logo. This Link will connect the users on your site directly to FindDigest.com. 2. Agreements Regarding Links: In utilizing the FindDigest.com Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display in your site only those graphic images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All FindDigest affiliate sites shall display such graphic images prominently in relevant sections of their site. Links may be modified and/or expanded from time to time throughout the term of this Agreement but only with the prior written consent of FindDigest. Each Link will connect users of your site to FindDigest and will in no way alter the look, feel, or functionality of your site. 4. Other Responsibilities and opportunities of FindDigest 1. Compliance with the Agreement: We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

5. AFFILIATE'S RESPONSIBILITIES 1.Affiliate's Implementation Responsibilities. Affiliate shall enable users of Affiliate's Web Site to Link to FindDigest through FindDigest.com provided graphic images and text links. 2.Changes. Affiliate will not change the Link(s) or any other material that may be licensed to Affiliate. 3.Solicitation: Affiliate shall not solicit any FindDigest advertiser or client without the prior written approval of FindDigest. 4.Affiliate's Site: Affiliate agrees that it is solely responsible for the development, maintenance and operation of Affiliate's Web Site and for all materials and content that appear on Affiliate's Web Site. 5.Publicity: Affiliate may not create, publish, or distribute any item that references FindDigest without first submitting those items to FindDigest and receiving FindDigest's prior written consent.

6. CONSIDERATION 1.Consideration: FindDigest will pay Affiliate a commission of $0.04 per Click-Through. FindDigest has no obligation to pay Affiliate for commissions of activities that do not otherwise fit the definition of a Click-Through. 2.Terms: FindDigest will pay Affiliate forty-five days (45) after the end of each calendar quarter for all commissions earned under Section 6.1 during the prior quarter, less any taxes FindDigest may be required to withhold, and less any amount FindDigest determines, in its sole discretion, was not validly earned from proper use of the Link on Affiliate's Web Site. If commissions earned during any calendar quarter are less than $25, then FindDigest, in its sole discretion, may hold those commissions until the quarter in which the total amount due is at least $25 or (if earlier) until this Agreement is terminated. 3.Reporting: FindDigest will provide Affiliate with the ability to obtain a password that will enable Affiliate to enter a password-protected site or an area of a site communicated to Affiliate by FindDigest. Affiliate may use the password to log in to that site solely to access information about the number of times the Link(s) on Affiliate's Web Site has generated a user transfer to the FindDigest.com site. If FindDigest records show activity from your site that FindDigest determines is inconsistent with valid search requests, or is otherwise unusual, then FindDigest reserves the right to withhold payment of commissions for a reasonable time pending an investigation of that activity by FindDigest and resolution of the dispute (if any). FindDigest will notify you promptly in this event.

7. REPRESENTATIONS AND WARRANTIES 1.FindDigest Warranties. FindDigest.com represents and warrants that it has full power and authority to enter into this Agreement. FindDigest does not warrant that the Link(s) will meet all of Affiliate's requirements or that performance of the Link(s) will be uninterrupted or error-free. FINDDIGEST.COM AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. 2.Affiliate Warranties. Affiliate represents and warrants that: (i) it has full power and authority to enter into this Agreement, (ii) the content on Affiliate's Web Site, and/or the technology used by Affiliate in connection with Affiliate's Web Site and/or the means by which users access Affiliate's Web Site (a) are owned, validly licensed for use by Affiliate or in the public domain; (b) do not constitute defamation, libel, obscenity; (c) do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; and (d) do not result in any consumer fraud, product liability, breach of contract to which Affiliate is a party or cause injury to any third party.

8. CONFIDENTIALITY 1.During the term of this Agreement, Affiliate may have access to certain non-public information of FindDigest, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by FindDigest ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of Affiliate's. Affiliate agrees (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care Affiliate uses to protect its own confidential information, as long as it uses at least reasonable care. Affiliate acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow Affiliate or third parties to unfairly compete with FindDigest resulting in irreparable harm to FindDigest and, therefore, that upon any such breach or threat thereof, FindDigest shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if FindDigest prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the California state and U.S. federal courts having within their jurisdiction the location of FindDigest's principal place of business. Affiliate consents to the jurisdiction of such courts. All obligations under this Section 8 survive for 3 years after termination of the Agreement.

9. INDEMNIFICATION 1.FindDigest Indemnification. FindDigest.com shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Affiliate, which would constitute a breach of any warranty or representation made by FindDigest.com under this Agreement; provided that Affiliate promptly notifies FindDigest in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to FindDigest at FindDigest's expense and with FindDigest's choice of counsel; and provided further, however, that FindDigest shall not be liable for indemnification under this paragraph for claims alleging or arising from violations of intellectual property rights. Affiliate shall cooperate with FindDigest, at FindDigest expense, in defending or settling such claim. 2.Affiliate Indemnification. Affiliate shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against FindDigest, which would constitute a breach of any warranty, representation or covenant made by Affiliate under this Agreement; provided that FindDigest promptly notifies Affiliate in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Affiliate at Affiliate's expense and with Affiliate's choice of counsel. FindDigest shall cooperate with Affiliate, at Affiliate's expense, in defending or settling such claim. Affiliate will not enter into any settlement or compromise of any such claim without FindDigest's prior written consent, which shall not be unreasonably withheld. 3.Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN, NEITHER PARTY OR ANY OF FINDDIGEST'S LICENSORS WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL FindDigest'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

10. TERM 1.Term. The term of this Agreement (the "Term") shall commence on the date Affiliate agrees to the terms and conditions of this Agreement and shall continue in force thereafter, unless earlier terminated as provided herein. 2.Termination for Breach. If Affiliate breaches any covenant, representation and/or warranty of this Agreement, or if Affiliate engages in any action that, in FindDigest's sole discretion, reflects poorly on FindDigest.com or otherwise disparages or devalues FindDigest's trademarks, service marks, tradename, reputation or goodwill, FindDigest may terminate the Agreement immediately upon notice to Affiliate. 3.Termination for Convenience. Either party may terminate this Agreement on ten days written notice to the other party for any reason. 4.Termination Due to Insolvency. Either party may suspend performance and/or terminate this Agreement if the other party makes any assignment for the benefit of creditors or has any petition under bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof. 5.Effect of Termination. Upon the termination of this Agreement for any reason (i) all license rights granted herein shall terminate immediately, and Affiliate shall immediately cease use of the Link(s) and of all FindDigest trademarks, service marks and tradenames incorporated in the Link(s).

11.MISCELLANEOUS 1.Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 3.3, 3.4, 7, 8, 9, 10.5 and 11 shall survive termination. 2.Notice. Any notice required for or permitted by this Agreement shall be in writing and shall be deemed delivered if delivered as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report, (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by the same day, when delivered by email. All notices must be sent to the addresses first described above or to such other address that the receiving party may have provided for the purpose of notice in accordance with this Section. Alternatively, FindDigest may change the terms and conditions of this Agreement by posting notice of such change on any of the FindDigest web sites. Any use of the Link(s) after such notice is posted or delivered shall be deemed to be continued acceptance of this Agreement including its amendments and modifications. Any Amendment to Section 6.1 that follows the procedure set forth in this section 11.2, and is approved in writing, shall be affective thirty (30) days from the date sent to FindDigest. 3.Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the performance of all of the terms of this Agreement. Any other purported assignment will be void and of no effect. 4.No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. 5.Governing Law. This Agreement will be governed and construed, to the extent applicable, in accordance with United States law, and otherwise, in accordance with California law, without regard to conflict of law principles. With the exception of Section 8, any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in San Francisco, California under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 6.Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. 7.Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party. 8.Compliance with Law. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement. 9.Entire Agreement. This Agreement, the Exhibits hereto and the accompanying registration form, constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof. Any amendments to this Agreement, other than FindDigest's right to change this Agreement in Section 11.2, must be in writing and executed by an officer of the parties. 10.Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect. 11.Waiver. The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement. 12.Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

EXHIBIT A FINDDIGEST USAGE GUIDELINES 1.You may use the Link(s) solely for the purpose authorized herein by FindDigest and only in compliance with the specifications, directions, information and standards supplied by FindDigest and modified by FindDigest from time to time. 2.You agree to comply with any requirements established by FindDigest concerning the style, design, display and use of the Link(s); to correctly use the trademark symbol ™ or registration symbol ® with every use of the trademarks, service marks and/or tradenames as part of the Link(s) as instructed by FindDigest; to use the registration symbol ® upon receiving notice from FindDigest of registration of any trademarks, service marks and/or tradenames that are part of the Link(s). 3.You may not alter the Link(s) in any manner, or use the Link(s) in any manner that may dilute, diminish, or otherwise damage FindDigest's rights and goodwill in any FindDigest trademark, tradename and/or service mark that are part of the Link(s). 4.You may not use the Link(s) in any manner that implies sponsorship or endorsement by FindDigest of services and products other than those provided by FindDigest.