This Affiliate Agreement (the "Agreement") is entered into as of Wednesday, November 19, 2008 (the "Effective Date") by and between Your Company ("Affiliate"), located at: ___________________________________________ and PaceWorks, Inc. ("PW"), a California Corporation, located at USA. WHEREAS, Affiliate is an on-line community website, and WHEREAS, PW desires to provide software products and on-line services under the BannerStar name that will enable Clients of Affiliate to automatically create animated advertising banners on-line and to place them on Affiliate’s website for on-line advertising (hereinafter referred to as the "PW Services" or the "Service"); In exchange for payment as defined below PW hereby grants to Affiliate a non-exclusive, revocable, non-transferable right to use PW Services to create animated banners for resale to Clients. PW retains all right, title, and interest in and to the software enabling the Service and the PW Brand Features, together with all Intellectual Property Rights thereto. PW agrees to both provide access to necessary server software and operate a server on a 24 hour by 7 day per week basis for use on-line by Affiliate to access PW Services; and design and implement a custom Affiliate branded interface to PW Services at that location. This Agreement will become effective as of the Effective Date and shall remain effective for a period of twelve (12) months (the "Initial Term"). The Initial Term shall automatically be extended for successive periods of one (1) year each, unless either party provides written notice of termination to the other at least thirty (30) days prior to the expiration of the Initial Term. IMPORTANT INFORMATION By clicking on the "AGREE" button below, Affiliate hereby agrees that upon qualification and payment of the Setup Fees defined in Exhibit A, Affiliate shall be bound to the terms and conditions of the BannerStar Affiliate Agreement which incorporates this Form. Affiliate is responsable for first level support to inquiries from visitors to Affiliate's website. PW will assist only when Affiliate has tried all other reasonable avenues to aid visitor. Affiliate shall obtain authorization from PW for all marketing material related to the PW Services and PW shall not withhold authorization unreasonably. Full terms and conditions of the BannerStar Affiliate Agreement can be obtained upon request. Exhibit A - Fees & Charges Setup Fee. A one-time non-refundable set up fee of an amount based on the affiliate level selected will be charged to set up Affiliate as an Affiliate of PW’s BannerStar System Affiliate will receive a percentage (based on the affiliate level selected) of the revenue from each banner sold by Affiliate's website. Revenue will be collected by PW. Affiliate will be paid monthly if the amount due is at least $100. Otherwise, payment will be sent quarterly. Affiliate Information Contact Name: ____________________ Position: ___________________ Telephone: ____________________ Home page URL: ____________________ E-mail: ____________________