1. DEFINITIONS

1. "Affiliate Site(s)" means the Web Site(s) owned or controlled by Affiliate as identified on the Affiliate Program Application.
2. "Internet Resource Center, Inc.'s Affiliate Information" means the set of pages designed, developed and maintained by Internet Resource Centers - USA at the URL, www.IRCUSA.com through which Affiliate will be able to access information related to the IRCUSA services, products and programs.
3. "IRCUSA Content" means the Internet Resource Centers - USA name, Internet Resource Centers - USA logo(s), Internet Resource Centers - USA Marks and all text, data, images, design structure, any audio and audiovisual material, photographs, trademarks, and other materials incorporated into the IRCUSA Web Sites and the Internet Resource Centers - USA Site(s).
4. "IRCUSA Marks" means the Internet Resource Centers - USA name, the Internet Resource Centers - USA logo(s) and any images that are provided to Affiliate pursuant to Section 2(a)(i) for the purpose of promoting the Internet Resource Centers - USA Site by inclusion on the Affiliate Site.
5. "Internet Resource Centers - USA Site" means the proprietary Internet site owned by Internet Resource Centers - USA presently located at the URL www.IRCUSA.com that enables Internet users to purchase ,  Web Sites and services from IRCUSA.
6. "Internet Resource Centers - USA Web Site" means any Web Site designed, developed, owned and maintained by Internet Resource Centers - USA or its subcontractors that Internet Resource Centers - USA contracts to end-users through the Internet Resource Centers - USA Site.
7. "Intellectual Property Rights" means any and all now known or hereafter existing rights associated with works of authorship or inventions throughout the universe, including but not limited to copyrights, patents, trademarks, service marks, know how, "look and feel" and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated) relating to intangible property.
8. "Link" means a hyperlink established from within an Affiliate Site to the Internet Resource Centers - USA Site that enables an end user of an Affiliate Site to access the Internet Resource Centers - USA Site.
9. "Related Entity" means, with respect to Affiliate, any other corporation, partnership or similar entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Affiliate. Control of any corporation, partnership or similar entity means the possession, directly or indirectly, of fifty percent (50%) or more of the voting securities or other voting interests of such corporation, partnership or entity.
10. "Web Site" means a so-called HTML "home page" on the World Wide Web and other linked pages and all portions thereof, capable of running in a satisfactory manner on a computer system to be specified by IRCUSA, including without limitation, all HTML or other formatted text files, all related graphics files, data files, modules, routines and objects, and the computer software and all other script or program files required to exploit such materials and that collectively control the services, display of and user interaction with the Web Site.

2. AFFILIATE'S RIGHTS AND OBLIGATIONS

1. Affiliate Site Links. Affiliate shall prominently display on each Affiliate Site an Internet Resource Centers - USA logo or graphic image provided by Internet Resource Centers - USA to Affiliate and shall cause such logo or image to serve as a Link to the IRCUSA Site. Affiliate shall replace any such logo or image with any new logo or image provided by Internet Resource Centers - USA to Affiliate within ten (10) days after receiving notice from Internet Resource Centers - USA to use such new logo or image. Affiliate shall not modify any Internet Resource Centers - USA Mark in any way.
2. Press Releases. Affiliate shall not make any press release with respect to this Agreement or Affiliate's participation in the Program without obtaining IRCUSA's prior written consent to the content and release of any such press release, which may be given or withheld in IRCUSA's sole discretion for any reason or no reason. Either party may release and otherwise distribute such press release at any time following any approved release. Internet Resource Centers - USA may make and release a press release with respect to this Agreement and Affiliate's participation in the Program as it may deem advisable in its sole discretion. If IRCUSA releases any such press release, then such release will be deemed approved for the purposes of this Section 2(b).
3. Ownership. Affiliate acknowledges and agrees that (i) the Internet Resource Centers - USA Content and all portions thereof are and shall remain the sole property of IRCUSA; (ii) nothing in this Agreement shall confer in Affiliate any right of ownership in any of the Internet Resource Centers - USA Content; and (iii) Affiliate shall not now or in the future contest the validity of the Internet Resource Centers - USA Marks.
4. Product and Service Terms. Except for its use of any IRCUSA logo or image as provided above, Affiliate shall not refer to Internet Resource Centers - USA or any offer, product or service of Internet Resource Centers - USA on any Affiliate Site, whether through use of "teaser" copy or in any other manner, without obtaining IRCUSA's prior written consent to the content of any such reference. Affiliate will not make any representations or warranties about the Internet Resource Centers - USA Site or the IRCUSA products or services that Internet Resource Centers - USA has not first approved in writing.
5. Affiliate Site. Affiliate will regularly maintain each Affiliate Site so that its contents are current, accessible and in good taste. Affiliate is solely responsible for the development, operation and maintenance of each Affiliate Site and all contents of each Affiliate Site. Without limiting the foregoing, Affiliate is responsible for (a) the technical operation of each Affiliate Site and related equipment; (b) the placement of correctly formatted Links as provided in Section 2(a)(i);and (c) ensuring that the contents of each Affiliate Site are not libelous or illegal and do not infringe any Intellectual Property Rights or other rights of any person or entity.
6. Disparagement. During the term of this Agreement, Affiliate will not disparage IRCUSA, the Internet Resource Centers - USA Marks, the Internet Resource Centers - USA Site or any products or services of IRCUSA, or display any such items in a derogatory or negative manner on any Affiliate Site.
7. Program Rules. Affiliate shall comply with all Program rules established by Internet Resource Centers - USA and furnished to Affiliate from time to time.

3. IRCUSA'S RIGHTS AND OBLIGATIONS

1. Logos. Internet Resource Centers - USA will provide to Affiliate one or more logos or graphic images for Affiliate's use in creating Links pursuant to Section 2(a)(i).
2. Records. Internet Resource Center, Inc. shall monitor "Net Sales" (as defined below) and use commercially reasonable efforts to maintain and provide to Affiliate the information described in Section 2(d).
3. Product and Service Terms. Affiliate understands and agrees that IRCUSA, in its sole discretion, will establish, and may modify from time to time, the fees IRCUSA charges for its products and services, including without limitation the base services price charged by Internet Resource Centers - USA for a service to a Web Site, and the terms applicable to such products and services (such as giving users free trial periods of any Internet Resource Centers - USA product or service without liability to Affiliate for royalties described in Section 5). Internet Resource Centers - USA reserves the right to reject any order for any Internet Resource Centers - USA product or service without liability to Affiliate for royalties described in Section 5.

4. LICENSE

Internet Resource Centers - USA hereby grants Affiliate a non-exclusive license to reproduce, publicly display, and otherwise use the Internet Resource Centers - USA Marks for the sole purpose of creating Links and other advertisements promoting the IRCUSA Site on each Affiliate Site as permitted herein.

5. CONSIDERATION

1. Royalties. Internet Resource Centers - USA shall pay Sales Affiliate royalties equal to ten (10%) of "StartUp Fee" Sales actually received by IRCUSA. Individual "Location" affiliates may receive a higher percentage share based upon individual project participation agreed to prior to affiliate services delivery. IRCUSA shall pay such royalties on Net Sales collected during each calendar quarter within forty-five (45) days after the last day of each quarter. Notwithstanding anything to the contrary, to the extent that royalties payable to Affiliate for any quarter total less than US$100, IRCUSA may, in its sole discretion, defer payment of such royalties until such time as such royalties and any royalties accrued during the subsequent quarter(s) in the aggregate exceed US$100. No interest will accrue on unpaid royalties.
2. Net Sales. "Net Sales" means the IRCUSA Web Site licensing fees actually received by Internet Resource Center, Inc. during the term of this Agreement and within 30 days after any termination or expiration of this Agreement, less taxes, refunds, discounts, and credit card fees, from (i) Internet customers who purchase  services from IRCUSA,(ii) Internet users who purchase a basic IRCUSA Web Service and, at the time of such purchase, are identified by IRCUSA's administration as an affiliate client. Internet Resource Center, Inc. will not normally pay commissions on orders that come directly to the IRCUSA Site from any source other than those described in the preceding sentence. "Net Sales" do not include (i) revenue attributable to any item other than IRCUSA Web Site agreement StartUp Fees, such as revenue collected from the sale of advertising space, software enhancements, hosting, sales or licenses of additional IRCUSA's website services, domain name registrations, or ongoing maintenance and support; or (ii) any fees attributable to services by the Affiliate or any Related Entity.

6. PROPRIETARY RIGHTS

1. IRCUSA. Internet Resource Centers - USA will own all rights in and to the Internet Resource Centers - USA Content and all Intellectual Property Rights therein and thereto. Affiliate agrees that it will do nothing inconsistent with such ownership and that all uses of the same shall inure to the sole benefit of and be on behalf of IRCUSA. Affiliate acknowledges that the Internet Resource Centers - USA Content and the goodwill associated therewith are valuable properties belonging to Internet Resource Centers - USA and that all rights thereto are and shall remain the sole and exclusive property of IRCUSA. Affiliate shall not now or in the future contest the validity of the Internet Resource Center, Inc. marks. Affiliate agrees that all customers that access the Internet Resource Centers - USA Site from any Link are IRCUSA customers and that Internet Resource Center, Inc. shall be the owner of all information or data collected by Internet Resource Centers - USA in providing any product or service to them.
2. Affiliate. Affiliate will own all rights in and to each of his own Affiliate Sites which he creates and all Intellectual Property Rights therein and thereto. IRCUSA agrees that it will do nothing inconsistent with such ownership.

7. CONFIDENTIAL INFORMATION

1. Confidential Information. Affiliate acknowledges that by reason of its relationship to Internet Resource Centers - USA under this Agreement it will have access to and acquire knowledge from, and material, data, systems and other information concerning the operation, business, financial affairs, products, customers and Intellectual Property Rights of Internet Resource Centers - USA that may not be accessible or known to the general public ("Confidential Information"). "Confidential Information" shall include, but not be limited to, (i) the terms of this Agreement, (ii) any and all information regarding any software utilized by Internet Resource Centers - USA to create, operate or maintain the IRCUSA Site and any of the IRCUSA Web Services, and (iii) all information contained in the Internet Resource Centers - USA "Affiliate Program".
2. No Disclosure. Affiliate agrees to maintain all Confidential Information received from IRCUSA, both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of IRCUSA; provided, however, that Affiliate may disclose the financial terms of this Agreement to its legal and business advisors and to potential investors if such third parties agree to maintain the confidentiality of such Confidential Information. Affiliate further agrees to use the Confidential Information only for the purpose of performing this Agreement. In addition, Affiliate shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information and which are provided to Affiliate hereunder. Whenever requested by IRCUSA, Affiliate shall immediately return to Internet Resource Centers - USA all manifestations of the Confidential Information or, at IRCUSA's option, shall destroy all such Confidential Information as Internet Resource Centers - USA may designate. Affiliate's obligation of confidentiality shall survive this Agreement for a period of five (5) years from the date of its termination, and thereafter shall terminate and be of no further force or effect.
3. Exclusions. Affiliate's obligations under Section 7(a) above shall not apply to Confidential Information which: (i) is or becomes a matter of public knowledge though no fault of or action by Affiliate; (ii) was rightfully in Affiliate's possession prior to disclosure by IRCUSA; (iii) subsequent to disclosure, is rightfully obtained by Affiliate from a third party who is lawfully in possession of such Confidential Information without restriction; (iv) is Affiliate without resort to IRCUSA's Confidential Information; or (v) is required by law or judicial order, provided that prior written notice of such required disclosure is furnished to Internet Resource Centers - USA as soon as practicable in order to afford Internet Resource Centers - USA an opportunity to seek a protective order and that if such order cannot be obtained disclosure may be made without liability.

8. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

1. Affiliate's Representations and Warranties: Affiliate represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; and (ii) entering into this Agreement does not violate any agreement existing between it and any other person or entity; (iii) the Affiliate Content does not violate or infringe any right of privacy or publicity or any other Intellectual Property Right or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any person or entity. In this Agreement, "Affiliate Content" means all artwork, graphics, icons, trademarks, trade names, service marks, logos and other content contained in its Affiliate Site(s).
2. Affiliate's Indemnification: Affiliate agrees to, and shall, indemnify, defend and hold harmless Internet Resource Centers - USA and its directors, shareholders, officers, agents, employees, successors, affiliates and assigns from and against any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including attorneys' fees and expenses) and other liabilities arising from, in connection with or related in any way to, directly or indirectly (i) any breach or alleged breach of any of the representations made by it under this Agreement; (ii) the development, operation, maintenance and contents of the Affiliate Site; or (iii) any unauthorized representation or warranty made by Affiliate regarding any Internet Resource Centers - USA products or services. Internet Resource Centers - USA shall promptly notify Affiliate of any such claim. Affiliate shall bear full responsibility for the defense (including any settlements); provided however, that (i) Affiliate shall keep IRCUSA informed of, and consult with Internet Resource Centers - USA in connection with the progress of such litigation or settlement; and (ii) Affiliate shall not have any right, without IRCUSA's written consent, (which shall not be unreasonably withheld), to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of IRCUSA.
3. IRCUSA's Representations and Warranties. Internet Resource Centers - USA represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; (ii) entering into this Agreement does not violate any agreement existing between it and any other person or entity; and (iii) it has all necessary rights in and to the Internet Resource Centers - USA Marks. Internet Resource Centers - USA further represents and warrants that the IRCUSA Marks do not violate or infringe any Intellectual Property Rights of any other person or entity.

9. TERM AND TERMINATION

1. Term and Renewal. This Agreement will commence as of the Effective Date and will continue for a period of one (1) year ("Initial Term") unless terminated earlier as set forth below. This Agreement shall be automatically extended for successive periods of twelve (12) months following the Initial Term unless either party notifies the other in writing of its election to have the Agreement expire at any time prior to the end of each then-current term.
2. Termination for Default. Either party will have the right to terminate this Agreement for any material breach that is not cured within thirty (30) days after written notice of such breach.
3. Termination for Insolvency. Either party hereto may, at its option, and without notice, terminate this Agreement, effective immediately, should the other party hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver liquidate, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs.
4. Termination by IRCUSA. Internet Resource Centers - USA will have the right to terminate this Agreement in its sole discretion, for any reason or no reason, upon providing Affiliate with thirty (30) days' written notice.
5. Survival of Terms. Sections 2(c), 2(f), 6, 7, 8, 9(e), 9(f), 10, 11 and 12 shall survive the expiration or termination of this Agreement.
6. Effect of Termination. Upon termination of this Agreement, Affiliate will immediately remove the Internet Resource Centers - USA Marks and all Links from each Affiliate Site and cease the use of the Internet Resource Centers - USA Marks.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL IRCUSA'S LIABILITY TO AFFILIATE ARISING OUT OF THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID TO AFFILIATE HEREUNDER. IN NO EVENT WILL Internet Resource Centers - USA BE LIABLE FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT. IN NO EVENT WILL Internet Resource Centers - USA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. DISCLAIMERS

Internet Resource Centers - USA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCT OR SERVICE OF IRCUSA, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. Internet Resource Centers - USA MAKES NO REPRESENTATION THAT THE Internet Resource Centers - USA SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND Internet Resource Centers - USA SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

12. GENERAL PROVISIONS

1. Notices. All notices which either party is required or may desire to serve upon any other party shall be in writing and addressed to the party to be served at the respective addresses set forth at the top of this Agreement. Any such notice may be served personally or by certified mail (postage prepaid), internationally commercially recognized overnight delivery service (such as Federal Express or DHL), courier or other written communication. Notice shall be deemed served upon personal delivery or upon the second business day after the date sent. Either party may change the address to which notices are to be delivered by written notice to the other party served as provided in this Section 12(a).
2. Entire Agreement. This Agreement, together with the Exhibits attached hereto, constitutes the entire understanding and agreement between Internet Resource Centers - USA and Affiliate with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between Internet Resource Centers - USA and Affiliate concerning the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.
3. Amendments. All amendments or modifications of this Agreement shall be binding upon the parties despite any lack of consideration so long as the same shall be in writing and executed by each of the parties hereto. Notwithstanding the foregoing, Internet Resource Centers - USA shall be entitled to amend any provision of this Agreement by providing notice to Affiliate if such amendment is applied to substantially all of the participants in the Program. It is expressly understood and agreed that no usage of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement or any part hereof.
4. Waiver. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
5. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section 12(e) extends for a period in excess of thirty (30) days in the aggregate, Internet Resource Centers - USA may immediately terminate this Agreement.
6. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
7. Severability. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not in any way be affected or impaired thereby.
8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
9. Assignment. Neither Affiliate nor Internet Resource Centers - USA may assign or transfer this Agreement without the prior written approval of the other party; provided, however that the sale of substantially all of the assets of Internet Resource Centers - USA related to the performance of its obligations hereunder, or its acquisition by or merger into another company, shall not be deemed an assignment of this Agreement by IRCUSA. Any assignment in violation of this Section 12(i) shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of Affiliate and IRCUSA.
10. Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. Each party shall bear its own costs and expenses in performing this Agreement.
11. Governing Law. This Agreement will be governed by the laws of the State of Delaware without reference to conflict of law principles.

Name

___________________________________

Address, including city, state, zip, country

___________________________________

Web site URL

___________________________________

eMail address

___________________________________

Authorzied Signature

___________________________________, Dated ____________________, 2000

Phone number

___________________________

Please sign, date and FAX this form to IRCUSA at 770-953-6196.
or mail to: IRCUSA, 3189 Powers Ford SE, Marietta, GA 30067

Submission of the Affiliate Application form, indicates acceptance of the terms of this agreement.

Affiliate application to IRCUSA