AFFILIATE AGREEMENT

This Affiliate Agreement ("Agreement") is made by and between Web-Pro Marketing Ltd. ("WPM"), and the entity registered to be a "FOREX Affiliate" ("AFFILIATE") on the registration page (the "Registration Page") located at FOREX-AFFILIATE.COM (the "FOREX Site"). This Agreement shall govern the terms and conditions pursuant to which AFFILIATE shall promote and market the "Partner Forex Trading Platforms", including but not limited to, the Easy-Forex™ Platform (collectively, the "Platforms").

1. RESPONSIBILITIES OF AFFILIATE.

1.1. Activities. AFFILIATE will use its best efforts and shall devote reasonable amounts of its time, personnel and resources to (a) promote and market, within such territory as may be specified by WPM, in its sole discretion, and communicated to AFFILIATE via e-mail ("Territory"), the Platforms on those websites with respect to which AFFILIATE has or will have a marketing arrangement (the "Websites"), and (b) identify for WPM prospective users of the Platforms within the Territory to which AFFILIATE has actively promoted the Platforms via the Websites (each, a "Lead"). In no event shall AFFILIATE engage in any marketing or promotional activity related to WPM, any WPM Related Entity (as hereinafter defined) and/or any Platform in any area, location, territory or jurisdiction outside of the Territory. Subject to Section 1.2.1, AFFILIATE shall bear all costs and expenses for such activities unless otherwise determined by WPM, in its sole discretion. As used herein, "Related Entity" shall mean, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with, such Party; where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.2. Creative.

1.2.1. Provided by WPM. WPM will provide to AFFILIATE copies of or access to such creative or other marketing and/or promotional materials relating to WPM, WPM Related Entities and/or the Platforms as WPM deems necessary or appropriate (the "Creative"). The Creative shall be accessible from the "banner bank" located on the FOREX Site. The Creative is provided AS IS AND WITHOUT WARRANTY of any kind.

1.2.2. Use of Creative. AFFILIATE may display the Creative on the Websites solely for the purpose of marketing and promoting WPM, WPM Related Entities and the Platforms in the Territory during the term of this Agreement, or until such earlier time as WPM may, upon reasonable prior notice, instruct AFFILIATE to cease displaying the Creative. AFFILIATE may not (a) alter, amend, adapt or translate the Creative without WPM's prior written consent or (b) remove or alter any "TM," "®," copyright or other proprietary notice or designation, including without limitation, any FOREX Mark (as defined in Section 5.2 below) contained in or displayed on any Creative. Nothing contained within any Creative shall in any way be deemed a representation or warranty of WPM or any WPM Related Entity with respect to the Platforms.

1.3. Restrictions on E-Mail Marketing. In no event shall AFFILIATE engage in any e-mail marketing or promotion with respect to WPM, any WPM Related Entity and/or any Platform except as expressly set forth herein. In the event that AFFILIATE has an "opt-in" e-mail address list whereby the individuals or entities on the list have expressly elected to receive e-mails from AFFILIATE (an "Opt-in List"), AFFILIATE may make a written request to WPM to send e-mails regarding WPM, WPM Related Entities and/or the Platforms to the individuals or entities on the Opt-in List, in each instance. If WPM has not responded in writing within twenty (20) business days after receipt of such request, AFFILIATE shall provide WPM with written notice of such failure to respond, and such request shall be deemed to have been denied if WPM has not responded within ten (10) business days of receiving such notice. In the event WPM approves such request, AFFILIATE shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and "spamming". Without limiting the generality of the foregoing, AFFILIATE shall (a) not send any e-mail regarding WPM, WPM Related Entities and/or the Platforms: (i) to any individual or entity that has not requested such information; (ii) to any type of "Safe List" or through any type of "Safe List" service; or (iii) as part of a confirmation or thank you letter as a result of a posting to a classified advertisement website or a "Free for All Links" website and (b) always include "unsubscribe" information at the top and bottom of any e-mail regarding WPM, WPM Related Entities and/or the Platforms.

1.4. Other Prohibited Activities. In addition to the restrictions of Section 1.3 above, AFFILIATE shall not (a) engage in any fax, broadcast or telemarketing with respect to WPM, WPM Related Entities and/or the Platforms, (b) make any "use of scumware" (as hereinafter defined) or use any other predatory advertising or marketing methods in any of its dealings relating to WPM, WPM Related Entities and/or to the Platforms, (c) make any false, misleading or disparaging representations or statements with respect to WPM, WPM Related Entities or the Platforms or (d) engage in any other practices which may affect adversely the high image, credibility or reputation of WPM, WPM Related Entities or the Platforms, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party. As used herein, "use of scumware" shall mean the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices.

1.5. Compliance with Laws. In addition to, and without limiting the provisions of Sections 1.3 and 1.4 above, AFFILIATE shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.6. Duty to Inform. AFFILIATE shall promptly inform WPM of any information known to AFFILIATE related to any Leads, Prospective Affiliates (as defined in Section 3.1 below) or the Platforms that could reasonably lead to a claim, demand or liability of or against WPM and/or the WPM Related Entities by any third party.

2. ACTIVE LEAD FEES. With respect to each Active Lead (as hereinafter defined), AFFILIATE shall be entitled to receive the Active Lead fees as set forth on Exhibit 1 hereto (the "Active Lead Fees"). The Active Lead Fees shall be due and payable within forty five (45) days after the end of the applicable month. WPM reserves the right to modify the Active Lead Fees and/or the payment terms at any time upon reasonable advance notice to AFFILIATE. As used herein, an "Active Lead" shall mean a Lead that (a) WPM has attributed to AFFILIATE pursuant to WPM's customary tracking protocols, including but not limited to, the use of AFFILIATE-specific "gateway" identifications, the use of separate reference pages, cookies, attributions questions or otherwise, (b) has successfully registered with the applicable Platform(s), (c) has deposited appropriate monetary funds with the applicable Platform(s), using the payment methods designated by the applicable Platform(s)' management and (d) has complied with all applicable legal, administrative and regulatory requirements.

3. SECOND TIER AFFILIATE PROGRAM. The provisions of this Section 3 shall apply to the extent AFFILIATE has been accepted in WPM's "Second Tier Affiliate Program."

3.1. Prospective Affiliates. In addition to its activities pursuant to Section 1.1 above, AFFILIATE may also identify for WPM other marketing organizations and/or website owners and/or operators that may be prospective affiliates of WPM (each, a "Prospective Affiliate"), subject to the terms and conditions set forth herein.

3.2. Valid Affiliate Fees. With respect to each Valid Affiliate (as hereinafter defined), AFFILIATE shall be entitled to received the Valid Affiliate fees as set forth on Exhibit 1 hereto (the "Valid Affiliate Fees"). The Valid Affiliate Fees shall be due and payable within forty five (45) days after the end of the applicable month. WPM reserves the right to modify the Valid Affiliate Fees and/or the payment terms at any time upon reasonable advance notice to AFFILIATE. As used herein, a "Valid Affiliate" shall mean a Prospective Affiliate that has (a) been attributed to AFFILIATE pursuant to WPM's customary tracking protocols, including but not limited to, the use of AFFILIATE-specific "gateway" identifications, the use of separate reference pages, cookies, attributions questions or otherwise, (b) been accepted by WPM, in its sole and absolute discretion, (c) registered as a "FOREX Affiliate" on the Registration Page and (d) begun actively promoting WPM, WPM Related Entities and/or the Platforms within four (4) weeks of such registration.

4. TERMINATION.

4.1. Termination. WPM may terminate this Agreement at any time, with or without cause, effective immediately upon notice to AFFILIATE.

4.2. Consequences of Termination. Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information, as defined in Section 6); (b) AFFILIATE shall immediately cease displaying any Creative on any Website or otherwise and (c) all rights granted to AFFILIATE hereunder will immediately cease; provided, however, that in the event that AFFILIATE has elected to be compensated on a "Revenue-Sharing" basis (as described on Exhibit 1) with respect to either the Active Lead Fees and/or the Valid Affiliate Fees, as applicable, AFFILIATE shall be entitled to receive any Active Lead Fees and/or Valid Affiliate Fees, as applicable, as may become due and owing to AFFILIATE pursuant to terms and conditions of this Agreement, during the three (3) month period immediately following the effective date of termination of this Agreement.

4.3. Survival. Sections 4.2, 4.3 and 5 through 10 shall survive the termination or expiration of this Agreement.

5. PROPRIETARY RIGHTS.

5.1. Proprietary Rights of WPM. As between AFFILIATE and WPM, the FOREX Marks, the Creative, all demographic and other information relating to Leads, Active Leads, Prospective Affiliates and Valid Affiliates, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, web sites, and any additional intellectual or other property used by or on behalf of WPM or otherwise related to the Platforms, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "WPM Property") shall be and remain the sole and exclusive property of WPM. To the extent, if any, that ownership of any WPM Property does not automatically vest in WPM by virtue of this Agreement, or otherwise, AFFILIATE hereby transfers and assigns to WPM, upon the creation thereof, all rights, title and interest AFFILIATE may have in and to such WPM Property, including the right to sue and recover for past, present and future violations thereof.

5.2. FOREX's Marks. During the term of this Agreement, WPM hereby grants to AFFILIATE a limited, revocable, non-exclusive and non-transferable license to display the names and trademarks associated with the Platforms (collectively, the "FOREX Marks"), solely as necessary to perform AFFILIATE's obligations under this Agreement. AFFILIATE acknowledges and agrees that: (a) it will use the FOREX Marks only as permitted hereunder; (b) it will use the FOREX Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by WPM; (c) the FOREX Marks are and shall remain the sole property of WPM; (d) nothing in this Agreement shall confer in AFFILIATE any right of ownership in the FOREX Marks and all use thereof by AFFILIATE shall inure to the benefit of WPM; and (e) AFFILIATE shall not, now or in the future, contest the validity of any FOREX Mark or use any term or mark confusingly similar to any FOREX Mark.

6. CONFIDENTIALITY. Each Party acknowledges and agrees that any and all information associated with the other Party's business and not publicly known, including, but not limited to, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information ("Confidential Information"), whether or not marked as confidential or proprietary. Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party's obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. DISCLAIMER OF WARRANTY. WPM MAKES NO WARRANTIES HEREUNDER, AND WPM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WPM FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. AFFILIATE UNDERSTANDS AND AGREES THAT THE PLATFORMS MAY NOT SATISFY ALL OF THE LEADS' REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION.

8.1. Limitation of Liability. WPM SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF WPM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WPM'S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY WPM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

8.2. Indemnification.

8.2.1. AFFILIATE. AFFILIATE agrees to indemnify, defend and hold harmless WPM and the WPM Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the "Indemnified Party"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon or arises out of: (a) AFFILIATE's breach of any representation, warranty, obligation or covenant under this Agreement; (b) AFFILIATE's gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to WPM, WPM Related Entities and/or the Platforms granted by AFFILIATE to any Lead, Prospective Affiliate or other third party.

8.2.2. Notice. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide AFFILIATE with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that AFFILIATE shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party's written consent, which shall not be unreasonably withheld.

9. NON-EXCLUSIVE REMEDIES. In the event (a) AFFILIATE markets or promotes WPM, any WPM Related Entity or any Platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 1.2.2, 1.3, 1.4, 1.5, 5 and/or 6 above, in addition to all other rights and remedies available to WPM under this Agreement and under applicable law, WPM shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and AFFILIATE's engagement hereunder, (iii) receive a prompt refund of all amounts paid to AFFILIATE hereunder and (iv) be indemnified for any losses, damages or liability incurred by WPM in connection with such violation, in accordance with the provisions of Section 8 above.

10. GENERAL PROVISIONS.

10.1. Force Majeure. If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

10.2. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity 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, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

10.3. Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.

10.4. No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

10.5. Entire Agreement. This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

10.6. Amendments and Modifications. No amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both Parties.

10.7. Assignment. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. AFFILIATE shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without WPM's prior written consent, to be given or withheld in WPM's sole discretion.

10.8. Applicable Laws. This Agreement shall be governed, construed and enforced in accordance with the laws of the Republic of Cyprus. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the Republic of Cyprus, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

The Parties hereby acknowledge and agree that with respect to either the Active Lead Fees and/or the Valid Affiliate Fees, AFFILIATE can elect to be compensated on either the "Flat Fee" basis or the "Revenue Sharing" basis, as set forth above. In the event AFFILIATE elects to be compensated on a "Revenue Sharing" basis with respect to either the Active Lead Fees and/or the Valid Affiliate Fees, the possibility exists that the fees earned by AFFILIATE may be "negative" to the extent that the applicable Active Lead and/or Valid Affiliate's trading activities result in negative earnings. Any such "negative fees" shall be applied against any Active Lead Fees and/or Valid Affiliate Fees earned by AFFILIATE in future months until such "negative fees" have been fully applied.

By marking the "I accept" checkbox, AFFILIATE-2 hereby fully agrees with all terms and provisions.