1. AGREEMENT
By completing the Affiliate registration form and agreeing to the terms and conditions of this Agreement, you are entering into a legal agreement with Expert Retail Systems (Pty) LTD, which contains all of the terms and conditions below and governs your participation in the Win4Win.com Search Network 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 the link to an advertisers site and a valid search request is received at the Search Engine. Incentivized clicks are not allowed in any form.

4. Search Box: The Win4Win.com graphical element containing one or more of the Win4Win.com trademarks, service marks and/or trade names, as listed in ANNEXURE A, where users enter search queries in order to receive search results from the Search Engine.

5. Search Engine: Win4Win.com's proprietary technology for searching on the World Wide Web, for organizing information available through the World Wide Web, and for providing search results to users who request such information.

Win4Win.com: The Win4Win.com web site is owned by Expert Retail Systems (Pty) LTD and any reference to Win4Win.com in this agreement is binding on Expert Retail Systems (Pty) LTD.

3. GRANT OF LICENSE

1. License. Subject to the terms and conditions of this Agreement, Win4Win.com 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 Search Box(es) 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 Search Boxes, in the size, place, and manner Win4Win.com may indicate from time to time, on Affiliate's Web Site and related materials. Affiliate shall display such Search Box(es) only in a manner that complies in all material respects with Win4Win.com's Usage Guidelines as modified from time to time by Win4Win.com in its sole discretion.

3. Ownership. Affiliate acknowledges that all rights, title and interest in the Search Box(Es) are exclusively owned by Win4Win.com and/or its licensers, 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 Search Box(Es) or in any element, derivation, adaptation, variation or name thereof. Without limiting the foregoing, Affiliate hereby assigns to Win4Win.com all worldwide rights, title and interest in the Search Box(Es) and in any material objects consisting of the Search Box(Es) and/or any Win4Win.com trademark, trade name or service mark.

4. Ownership of Goodwill. Affiliate agrees that its use of the Search Box(Es), including all Win4Win.com trademarks, service marks and/or trade names incorporated therein, inures to the benefit of Win4Win.com. All goodwill or reputation in the Search Box(Es) shall automatically vest in Win4Win.com when the Search Box(Es) are used by Affiliate pursuant to this Agreement. Affiliate shall not contest the validity of any of the Win4Win.com trademarks, service marks or trade names or Win4Win.com'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 Win4Win.com trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction.

4. Win4Win.COM's RIGHTS AND RESPONSIBILITIES

1. Search Box. Win4Win.com will provide to Affiliate a Search Box(Es) that will enable a user of Affiliate's Web Site to type in a search query that will enable users of Affiliate's Web Site to access the Search Engine.

2. Win4Win.com Placement at Affiliate's Site. The Search Box(Es) will be displayed on Affiliate's Web Site, in a form, manner and presentation in accordance with the Usage Guidelines attached hereto as ANNEXURE B and instructions posted by Win4Win.com, as modified by Win4Win.com from time to time.

5. AFFILIATE'S RESPONSIBILITIES

1. Affiliate's Implementation Responsibilities. Affiliate shall enable users of Affiliate's Web Site to enter search queries at a Search Box(Es).

2. Changes. Affiliate will not change the Search Box(Es) or any other material that may be licensed to Affiliate.

3. Solicitation: Affiliate shall not solicit any Win4Win.com advertiser or client without the prior written approval of Win4Win.com.

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. Affiliate also acknowledges and understands that illegal, pay-to-surf, or any website that offers rewards in any form to users for clicking on links or visiting websites are not eligible to join any of these affiliate programs offered by Win4Win.com.

5. Publicity: Affiliate may not create, publish, or distribute any item that references Win4Win.com without first submitting those items to Win4Win.com and receiving Win4Win.com's written consent.

6. CONSIDERATION

1. Consideration: Win4Win.com will pay Affiliate the following commission

   • Search Box Revenue - Every time a visitor uses the Win4Win.com search box on the affiliates Web site and performs a valid Click-Through, the affiliate will earn 10% of the Click-Through revenue! Affiliates also earn 10% of Click-Through revenue that is generated from their direct referrals sites. The money earned will be credited to the affiliates advertising account.

   • Refer and Earn - In addition, affiliates will be paid $2 for every person that signs up for a paid service on Win4Win.com, up to 2 levels.

   Win4Win.com has no obligation to pay Affiliate for commissions for search queries from the Search Box(Es) that were not generated by means of a valid search request or do not otherwise fit the definition of a Click-Through.

2. Terms: Revenue earned- Win4Win.com will credit Affiliates PayPal account 45 days after the end of each calendar month for all commissions earned under Section 6.1 during the prior month, less any amount Win4Win.com determines, in its sole discretion, was not validly earned from proper use of the Search Box(Es) on Affiliate's Web Site. The funds will be sent to the email address you have provided in your account. Please make sure that it is valid.
   

3. Reporting: Win4Win.com 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 Win4Win.com. Affiliate may use the password to log in to that site solely to access information about the number of times the Search Box on Affiliate's Web Site has generated a search request to the Search Engine. Affiliate understands and agrees that Win4Win.com pays commissions based only on Clickthroughs and that the number of search requests generated may not be the same as the number of Clickthroughs

7. REPRESENTATIONS AND WARRANTIES

1. Win4Win.com Warranties. Win4Win.com represents and warrants that it has full power and authority to enter into this Agreement. Win4Win.com does not warrant that the Search Engine or the Search Box(Es) will meet all of Affiliate's requirements or that performance of the Search Engine or Search Box(Es) will be uninterrupted or error-free. Win4Win.COM AND ITS LICENSERS 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, or 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 Win4Win.com, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by Win4Win.com ("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. Each party 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 one party or third parties to unfairly compete with the other party resulting in irreparable harm to non-breaching party and, therefore, that upon any such breach or threat thereof, the non-breaching party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if the non-breaching party 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 Bermudian courts having within their jurisdiction the location of Expert Retail Systems (Pty) LTD's registered office. Each party 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. Win4Win.com Indemnification. Win4Win.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 Win4Win.com under this Agreement; provided that Affiliate promptly notifies Win4Win.com in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Win4Win.com at Win4Win.com's expense and with Win4Win.com's choice of counsel; and provided further, however, that Win4Win.com shall not be liable for indemnification under this paragraph for claims alleging or arising from violations of intellectual property rights. Affiliate shall cooperate with Win4Win.com, at Win4Win.com's 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 Win4Win.com, which would constitute a breach of any warranty, representation or covenant made by Affiliate under this Agreement; provided that Win4Win.com 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. Win4Win.com 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 Win4Win.com's prior 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 Win4Win.com's LICENSERS 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 Win4Win.com'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 Win4Win.com's sole discretion, reflects poorly on Win4Win.com or otherwise disparages or devalues Win4Win.com's trademarks, service marks, trade name, reputation or goodwill, Win4Win.com 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 Search Box(Es) and of all Win4Win.com trademarks, service marks and trade names incorporated in the Search Box(Es).

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 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 e-mail. 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, Win4Win.com may change the terms and conditions of this Agreement by posting notice of such change on any of the Win4Win.com web sites. Any use of the Search Box(Es) after such notice is posted or delivered shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.

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.

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 Bermudian 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 Hamilton, Bermuda under the Commercial Rules of the Bermudian Law society 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 ANNEXURES 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 Win4Win.com'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.

ANNEXURE A
Win4Win.com USAGE GUIDELINES

1. You may use the Search Box(Es) solely for the purpose authorized herein by Win4Win.com and only in compliance with the specifications, directions, information and standards supplied by Win4Win.com and modified by Win4Win.com from time to time.

2. You agree to comply with any requirements established by Win4Win.com concerning the style, design, display and use of the Search Box(Es); to correctly use the trademark symbol ™ or registration symbol ¨ with every use of the trademarks, service marks and/or trade names as part of the Search Box(Es) as instructed by Win4Win.com; to use the registration symbol ¨ upon receiving notice from Win4Win.com of registration of any trademarks, service marks and/or trade names that are part of the Search Box(Es).

3. You may not alter the Search Box(Es) in any manner, or use the Search Box(Es) in any manner that may dilute, diminish, or otherwise damage Win4Win.com's rights and goodwill in any Win4Win.com trademark, trade name and/or service mark that are part of the Search Box(Es).

4. You may not use the Search Box(Es) in any manner that implies sponsorship or endorsement by Win4Win.com of services and products other than those provided by Win4Win.com.