Based on the fact that

1. the FriendlyDuck S.r.l. (the "Provider") is to provide a platform in the Internet under the domain http://Affiliate.FriendlyDuck.com, which allows registered members (the "Partners") to participate in Partner programs of the customers of the Provider;

2. these customers (the "Customers") of the Provider are companies, which sell and market their products and services by means of advertising materials such as banners and links etc. over the Internet;

3. the subject of the Partner programs is the provision of media services for the support of the Customers for the online sale of products and services based on performance;

the Provider and the Partners are basing their business relation on the following general terms and conditions and general terms and conditions of use, which apply as a supplement to the conditions of the particular Partner program.

I. Definition of Terms

1. Account: An account is the legal access, which is attained by the Partner according to his complete and accurate provision of the registration data, to the Provider's platform after the registration.

2. Valid Click: A click is valid if a natural person, who is not identical with the Partner or is not to be attributed to the Partner, (the "User") voluntarily and consciously clicks on a hyperlink, which is attributable to the Partner, for a Partner program and due to this the linked Web site of the Customer is called up. Repeated clicks or clicks, which are made sequentially in a short time, by the same User including on different hyperlinks are not valid. Clicks, which are connected with a compulsory action, such as the sending of a SMS message, the participation in a prize game or the use of the click in a paid e-mail system are not permitted without the prior written approval of the Provider. If such permission has not been given then those clicks, which are made due to this, are not counted as invalid clicks. Valid clicks are to be recorded, verified and determined by the Provider according to his own fair judgment.

3. Valid Lead: A lead is valid if a User makes a valid click and then voluntarily and consciously conducts a defined action ("Qualified Action") on the Web site of the Customer. Valid leads are to be ascertained or designated in the same way as for valid clicks whereby concerning the conduct of the Qualified Action, these are to be recorded and verified for the Provider by the Customer's system and determined by the Provider according to his discretion.

4. Valid Sale: A sale is valid if a User makes a valid click and then voluntarily and consciously acquires a product, which requires payment, on the Web site of the Customer or uses a service, which requires payment, on the Web site of the Customer. Valid sales are to be ascertained or designated in the same way as for valid clicks whereby concerning the acquisition of a product or use of a service, which requires payment, by the User these are to be recorded and verified for the Provider by the Customer's system and determined by the Provider according to his discretion.

II. Registration for Participation and Prerequisites

1. When registering, the Partner is to fill out the registration form completely and correctly from an objective perspective and with respect to the contents. In his own interest, the Partner is to independently check his data in his account and if changes are needed then the Partner is to immediately update this data. If independent updating of the data is not possible then the Partner shall promptly notify the Provider about the change to his data. In the case of incomplete data and data, which is not current, the Partner has no claim to the proper conduct of the transfer.

2. A prerequisite for the registration and the participation in the Partner programs is to have one's own e-mail address, the provision of the complete contact data and a minimum age of 18.

III. Start and End of the Contractual Relation

2. The participation in the Partner program of the Provider is at no charge for the Partner.

3. The contract for the participation in the Partner program of the Provider is concluded for an indefinite time. To end the contract, this must be terminated with a notice period of 14 days. Both parties are entitled to make termination and this is to be made in writing by e-mail to affiliate@friendlyduck.com. For the purpose of verification, the e-mail transmission log is to be provided upon demand.

4. Each party is entitled to make termination for a good cause. A good cause in particular is, but not exclusively, a violation of the provisions of the sections II.1, II.2, V.1, V.2., VI.1, VI.3, VI.4, VI.5, VI.6, and IX.1.

5. Upon termination of the contractual relation, the Partner shall remove all advertising materials. As of the end of the contract, no further remuneration is to be paid even if successful advertisement continues.

IV. Obligation and Liability of the Provider and Liability Limitations

1. After registration, the Provider is to provide the Partner with a Partner ID and set up a separate account for the Partner. With this account, the Partner can examine his current commissions for the programs offered at any time.

2. The Provider is to take all appropriate and economically justifiable measures to assure the operability and reliability of the Partner program. However, the Provider does not provide any guarantee that the Web sites for the individual programs are operating properly on the particular participant and/or Partner computer. The Provider is also not liable for any impairments of the availability of the Web sites, which occur due to technical faults, on which the Provider has no influence, and events of force majeure.

3. The Partners themselves are responsible for Partner Web sites and the structuring with respect to contents of the Partner Web sites. The Provider had and has no influence on the contents of the Partner Web sites and thus herewith expressly disassociates himself from their contents.

4. The Partner is always acting on his own responsibility. The Provider is not liable for damages, which were caused by the Partner, and claims resulting from these of any third parties. The Partner is to expressly indemnify the Provider against such claims from third parties and to this extent the Partner is obligated to pay in advance and to compensate for damages upon the first request of the Provider.

5. The Provider is liable for damages, which were caused intentionally or due to gross negligence by the Provider or his vicarious agents, in the full amount. The Provider is also liable according to the provisions of the product liability and for claims due to initial inability or to imputed impossibility. If the Provider culpably commits a material breach of contract then the liability to pay damages is limited to those damages, which are foreseeable and typically occur. An obligation is an essential part of a contract if the fulfillment of such an obligation is necessary to attain the goal of the contract.

6. In other respects, the liability of the Provider is excluded, for example, for loss of profits, the loss of data or interruptions or defects in the operation of the Web site of the Partner and this applies regardless of the legal grounds. This applies in particular if during the time period for the advertising directed at the end customer, the product conditions are changed or products are discontinued. If the liability of the Provider is excluded or limited, then this also applies to the personal liability of employees, representatives and vicarious agents. The Provider accepts no responsibility and provides no guarantees concerning the product or products, which are sold on the product page, and this includes the guarantee for the suitability of the products for the contractual or usual purpose, the non-violation of rights of third parties or other guarantees, which result from the fulfillment of the contract or a trade custom.

7. The assignment of those end customers, who were procured through the Partner, is done in some cases through the use of cookies. The Provider is not liable for the case that an end customer, who is procured by a Partner, does not accept the placing of cookies and the sales, which are generated through this, cannot be assigned to the Partner. In addition, the Provider is not liable for lost commissions due to incorrect integration of advertising materials.

V. Obligation and Liability of the Partner

1. The Partner shall on his own responsibility and under the observance of all statutory regulations and in particular the law on competition advertise for the programs offered.

2. If the Partner operates his own Web site and if he provides advertising material of the Provider on this Web site then the Partner is responsible for the development, the operation and the servicing of his Web site and for all material, which is communicated on the Web site. In particular, the Partner is responsible for insuring that no portrayal of violence, sexually explicit contents or discriminating statements or depictions with respect to race, gender, religion, nationality, disability, sexual tendency or age appear on his Web site. The Partner shall also insure that any material, which is presented on his Web site, does not violate the rights of any third party including, for example, copyrights and trademark rights, the general right to privacy or other rights and that the material, which is presented on his Web site, is not insulting or libelous or violates the law in another manner. The Partner warrants that the operation of his Web site completely fulfills the above requirements. The Partner is to indemnify the Provider against and compensate the Provider for any claims by a third party, if any such claim is connected with the operation of his Web site, an action or omission on his part, on the part of a representative, employee, contractor or vicarious agents or that is attributable to him in another way.

3. In the case of a violation or disregard, the Provider reserves the right to block the access of the Partner to his account. In this case, the commissions can be retained until the clarification of the facts. Commissions, which were generated illegally or in contravention to the rules, which are defined on the Provider's Web sites, are forfeited.

VI. Advertising Measures

1. The advertising for the programs offered can basically be done in the form of news ticker, link and banner advertising. The Partner is entitled to design banners and texts himself, but may only use these after receiving written approval from the Provider.

2. On his own Web site, the Partner may advertise for the programs offered, but may also post advertisement on other Web sites or in newsletters in his name. The Partner himself is to bear the costs for these advertising measures.

3. Basically, the Partner is entitled to place advertising material at any point unless such placement violates the provisions of this agreement or is suited to impair the reputation or the valuation of the product or service, the brand or the business operations of the Provider or the Customer. In these cases, the Provider may demand a change of the placement.

4. The sending of undesired e-mails with advertisement for the programs offered to unknown persons is forbidden. The same applies to other advertising measures, which require the approval of the recipient for the receipt of the advertising, for example, by cell phone, telephone and fax etc. It is also forbidden to advertise in forums or newsgroups in the form of contributions to a discussion or other contributions.

5. The Partner is not to receive any remuneration for his own orders. Therefore, the Partner warrants that he will not conclude any customer contract for himself using his own tracking ID with one of the programs offered. In addition, the Partner warrants that he will not pass on his remuneration either entirely or in parts to end customers of the Customer of the Provider.

6. The Partner guarantees that the Web sites, on which the Partner conducts advertisement, do not violate the rights of any third party and in particular rights to privacy, copyrights and trademark laws. In particular, the Partner guarantees that the contents, which are provided on the Web sites, do not violate the provisions of the Criminal Code or the Children and Young Persons act and in particular that no contents can be called up, which are pornographic, morally harmful to youth or impair the development of children and youth or, which are included in the list of media morally harmful to youth, or which glorify war, are of a national socialistic nature, incite hatred and violence against segments of the population, incite violence or race hatred or contents, which are insulting, or are an instigation to commit a crime. The Partner shall pay the Provider a contractual penalty of a lump sum of €1000.00 for each individual violation if he conducts advertisement, which is attributable to him, in connection with the Partner program of the Provider on Web sites, which violate the provisions of this paragraph. The assertion of additional damage claims by the Provider is not affected by this. The contractual penalty is to be credited against any damage claims.

7. If the provisions contained in sections VI.1, VI.3, VI.4, VI.5 and VI.6 are not observed then the Partner is to be excluded immediately from the Partner program. In this case, the account of the Partner is to be blocked immediately and the commission, which has accumulated as of this time, is to be settled minus a retention of security for court and attorney costs and possible damage claims of the Provider and/or third parties.

VII. Commission

1. The valid commissions and the available commission models are to be provided in the account and vary depending on the program. All Partners are to be informed about changes to the commissions in the account. With the use of the advertising material, which was provided or approved in writing, the Partner is accepting the remuneration model, which is displayed for the product, and the remuneration conditions provided. Program dependent commission and additional program specific provisions are listed in the program conditions.

2. Commissions from Valid Sale (cpo), Direct Commissions, First Stage For each valid sale, the Partner is to have the commission, which is valid at that time, for the end customer contract, which was procured, credited to him. Commissions are only to be paid out for end customers, which have been acquired during the term of the contract. Basically, the Partner is only to receive the commission after the receipt of the payment from the end customer, which has been acquired. End customers, who do not pay, reduce the commission of the Partner proportionally if the monthly settling of the commission has not been made. In addition, the commissions are to be subsequently reduced if it is found that a contract with an end customer was not concluded or was not concluded in the scope, for example, due to erroneous multiple registrations by the end customer or registration of an end customer under a false name. End customers, who cancel a payment that has already been made with a reject debit, reduce the commission proportionately as well if the monthly settlement for the Partner commission has not been made.

3. Commissions from Valid Sale (cpo), Indirect Commissions, Second Stage In addition, the Partner is to receive the valid percentage share of the sales, which were achieved through another Partner, who was procured directly by him directly for the program advertised. All other payment provisions apply accordingly for the partner, who was acquired by the Partner.

4. Commissions from Valid Lead (cpl) The Partner is to be credited with the valid lead provision for each valid lead.

5. Commissions from Clicks (cpc) The Partner is to be credited with the valid click provision for each valid click.

6. Special agreements for the remuneration and commission must be made in advance in writing with the Provider.

VIII. Payment

1. The payment of the click and lead commissions is to done in the form of a transfer by no later than the fifth day of the following month for the preceding month, in which the clicks or leads were generated, and the sales commission by no later than the twenty-fifth day of the following month for the preceding month, in which the sales were generated. Thus, the Partner waives any accounting. Only amounts of €20.00 or more are to be paid out. For amounts of less than €20.00, these are to be credited to the following month. The credit balance in the Partner account is not to bear interest.

2. The commission is to be paid by the Provider as a credit entry into the bank account, which is provided by the Partner, if all of the data required for this are correctly provided in the account. The value-added tax is only to be paid if the Partner is pursuing a trade, has a branch establishment in Germany and provides the Provider with a copy of his registration of his business, proof of his valid tax number and complete address data. The claim of the Partner to payment of the value-added tax starts as of that day, on which the complete entry of all required commercial data was made. No claim exists for the retroactive payment of the value-added tax. The Partner is responsible for paying the tax on the commission, which he receives.

IX. Misuse

1. Basically, misuse is any attempt to circumvent the Partner system and the accounting system of the Provider using technical or other means. Subject to written approval, this includes in particular that the advertising materials, which were originally planned and offered by the Provider, are changed and that the system is induced to count or register successes, which did not actually take place in a business sense or were only faked, using technical or other means.

2. The Provider is to notify the Partner concerned as soon as possible concerning any suspicion of misuse. The Partner is to promptly contribute to a full and true clarification of the facts.

3. In cases of misuse, the Provider reserves the right to block the access of the Partner to his account. In this case, the commissions can be retained until the clarification of the facts. Commissions, which were generated illegally or in contravention to the rules, which are defined on the Provider's Web sites, are forfeited.

4. The Provider reserves the right to initiate legal steps against Partners, who are misusing the system.

X. Data Protection

1. The Provider is to observe all relevant data-protection-law related provisions.

2. The Provider is not to use the Partners' data for any purposes other than those provided in this agreement.

3. The Provider is not to sell any address data and is not to disclose any person-related data to a third party.

XI. Changes to the Partner Program and the Terms and Conditions of Use

1. The Provider is entitled to revise and change or to entirely or partially discontinue the service, which he offers, both with regard to contents and function. This includes changes, which are made due to changes to the law, current case law, technical changes or provisions and directions from agencies. In case that the Provider discontinues or changes essential services or technical functions for his offer or services, then the Provider is to promptly inform the Partner about this in writing or by e-mail. In this case, the Partner may terminate the agreement in writing without notice. The right to termination without notice must be exercised by the Partner within four weeks after the discontinuance or change to the service otherwise the discontinuance or the change to the service is considered to have been approved.

2. The Provider is entitled to change the amount of the commission for parts of the Partner program. However, the following prerequisites apply to this: The Partner is to be notified of a change promptly, which means at least two weeks before the effective date of the commission change, and such notification is to be by a written declaration or by e-mail. As of the receipt of the written declaration, the Partner has a right to termination without notice as of the effective date of the change. If the Partner does not exercise this right of termination as of the time of the change then the change is considered to have been approved.

3. The Provider reserves the right to replace, change or discontinue, if applicable, voluntary services, which go beyond the contractual obligation. The Partner cannot derive any claim for the retention of such services from the use of these services.

4. The Provider is entitled to change or supplement these general terms and conditions at any time with a reasonable prior notice period. The Partner is entitled to object to significant technical changes or changes to contents. If the Partner does not object to the conditions, which have been significantly changed, within a time limit of two weeks after the receipt of the revised general terms and conditions, however, no later then that time, at which the changes are to go into effect, then these become effective according to the notification.

XII. Venue and Governing Law

1. The venue for all disputes about the coming into being of the agreement, its contents and its execution is the general venue at the seat of the respondent party.

2. The procedural and substantive law at the location of the proceedings applies.

XIII. General Provisions

1. No agreements in addition to these general terms and conditions exist. Conflicting terms and conditions of the Partner are invalid if not expressly agreed on in writing. Unilateral confirmations of the Partner with reference to his terms and conditions are to be expressly objected to in any case.

2. Changes or amendments to this agreement as well as subsidiary agreements must be confirmed in writing to be valid and such confirmation is to be by a legal representative or an employee of the Provider, who has been appointed as a representative. The same applies to the revocation of this requirement to be in writing.

3. The Provider is entitled to transfer the agreement with all rights and obligations by means of a declaration to a legal successor. If transfer is made to a legal successor then the Customer is entitled to termination without notice as of this time.

4. If the agreement requires the written form for declarations of the parties then transmission by mail, fax or e-mail is meant. Declarations and invoices, which are transmitted by e-mail, are considered to have been received one week after the receipt in the e-mail account of the Partner even if such e-mails were not called up.

5. If individual provisions of the agreement or one of the above provisions of the general terms and conditions are or become entirely or partially invalid then the validity of the remaining provisions or parts of such provisions of the agreement and/or the general terms and conditions is not affected. The particular statutory provision is to replace the invalid or missing provision. If a suitable statutory provision for the replacement of the invalid provision does not exist, then the invalid provision is to be replaced by the provision, which the Partner and the Provider would have selected upon the appropriate consideration of their mutual interests, if they had been aware of the invalidity of the provision, which is concerned, of the agreement and/or the general terms and conditions. It these general terms and conditions and/or the agreement contain a loophole then this paragraph is to be applied accordingly or analogously.

Concluding Remark: The Partner has read all conditions carefully and understood these and declares his agreement with the validity of these by the sending of his registration.

San Marino, July 1, 2008