This iRegistrar.org Affiliate Agreement ("Agreement") contains all of the terms and conditions between PICS ONLINE (iRegistrar.org), and the individual or organization (the "Affiliate") participating in the iRegistrar.org Affiliate Program (the "Program").

In this Agreement, "we", "us" and "our" means PICS ONLINE,INC. (iRegistrar.org), and "you" means you, as the Affiliate, participating in the Program. "iRegistrar.org Web Site", "This site" or "Our Site" means the web site located at http://www.pics.com/registration, and "Your Site" means the web site upon which you establish the Links to Our Site as part of this Program.

Our Responsibilities:

We will be responsible for providing all information necessary to allow you to make appropriate Links from Your Site to Our Site. We will be solely responsible for processing every application for our services placed by a customer following a Link from Your Site. Also, we will be responsible for credit card authorizations, payment processing, cancellations, returns, and related customer service for our services, it being understood that such activities shall be for our account. We will provide a tool for tracking the number and amount of sales generated by the Link from Your Site, and for providing information to you regarding sales statistics.

Responsibilities of Affiliates:

If you qualify and agree to participate as an Affiliate, you shall display our link prominently throughout Your Site as you see fit and with our prior consent.

You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws.

1) Term of the Agreements: The term of this Agreement will begin upon our acceptance of your iRegistrar.org Affiliate Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term.

2) Modification: We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site (or by email). Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

3) Limitation of Liability: We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.

4) Registration: To sign up as a iRegistrar.org Affiliate, you must be at least 18 (eighteen) years of age.

To begin the enrollment process, you must submit a properly completed Program application via Our Site. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine, in our sole discretion, that Your Site is unsuitable for the Program.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN iRegistrar.org AFFILIATE PROGRAM: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY including but not limited to WAREZ, CRACKING, and HACKING SITES.

5) Payments: We will pay you a 20% ("Commission Rate") on all net affiliate sales ("Net Sales"). Net Sales refers to the revenue generated from sales of our services according to the provisions contained herein excluding amounts subtracted due to credit card fraud, chargebacks or refunds. The amount owing to you for any period will be the Net Sales multiplied by the Commission Rate for the given period ("Total Commission"). The Commission Rate is subject to change at any time.

We will pay you the Total Commission owing from us to you on a monthly basis provided that the Total Commission for the month is greater than $25. If the Total Commission owing from us to you is less than $25 we will reserve payment and will continue to reserve payment until the Total Commission exceeds $25. Once the Total Commission owing from us to you exceeds $25 we will forward payment at the first subsequent monthly payment period. We reserve full right to determine Total Commission and you irrevocably consent to our determination of the Total Commission.

We will pay you referral fees on sales of our services to third parties. Your entitlement to a referral fee will accrue only if the customer (i) accesses Our Site through the use of a Link on Your Site; (ii) before exiting Our Site purchases our service(s); and (iii) remits full payment to us. We will not, however, pay referral fees on any services that a customer purchases after the customer has reentered the site (other than through a Link from Your Site), even if the customer previously followed a Link from Your Site to Our Site.

6) Independent Investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

7) Miscellaneous: This Agreement will be governed by the laws of New Jersey and the United States of America, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New Jersey and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.