GENERAL DEFINITIONS

CUSTOMER - Anyone who purchases a product or service from a SuccessDirectUSA.com Mini-Mall.

FREE AFFILIATE - Anyone who desires to sell products and services for SuccessDirectUSA.com and receive commission. In addition, His/her application for a FREE Affiliate Membership must be accepted.

MONTHLY RESELLER – This is our first paid Affiliate position that is available to any Free Affiliate who desires to build a Sales Group of Free and Reseller Affiliates and receive higher commissions. This position is paid for monthly and automatically renews every year.

ANNUAL RESELLER – This is our second paid Affiliate position that is available to any Free Affiliate who desires to build a Sales Group of Free and Reseller Affiliates and receive higher commissions. This position is paid for annually and automatically renews every year.

SALES GROUP – For Free Affiliates a Sales Group consists of those Free Affiliates who enroll on their website, but it does not include any Reseller Affiliates. For Reseller Affiliates a Sales Group consists of both Free and Reseller Affiliates who enroll on their website.

COMMISSION DEFINITIONS

AVAILABLE COMMISSION – This is the amount of profit on a product that we pay to our Affiliates. If the product or service sells for $10 and it costs SuccessDirectUSA $5 the gross profit on the product is $5. If we decide to keep $1 for the company and pay $4 to the Affiliate, then the Available Commission is $4.

AFFILIATE – For purposes of determining commissions, this is the Affiliate who sold the product.

REFERRING AFFILIATE (sponsor) – For purposes of determining commissions, this is the Affiliate who referred you to SuccessDirectUSA. They own the website on which you enrolled as a Free Affiliate. If the Referring Affiliate is a Reseller who has enrolled at least one Reseller Affiliate then they would also be your Referring Reseller.

REFERRING RESELLER (payee) – For purposes of determining commissions, this is the first Reseller Affiliate above you who has enrolled at least one Reseller Affiliate. This person could also be a Referring Affiliate if the Referring Affiliate is a Reseller who has enrolled at least one Reseller Affiliate.

STATUS – there are three statuses of Affiliates:

ARTICLE 1. INTRODUCTION

1.01 SDI is the sole and exclusive owner of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, trade names, and trademarks to the SuccessDirectUSA website (“website”), including current and all future versions thereof.

1.02 SDI intends to sell and distribute the Products using, in part, third party affiliates who will use replicated versions of SDI's website where the Products will be offered for sale.

1.03 If, in the future, SDI sells and distributes any other goods or services through the Internet, it shall offer to its Affiliates, at that time, the opportunity to sell such goods or services. Such goods or services shall be included in the defined term "Products" and this Agreement shall then also apply to such goods or services.

ARTICLE 2. PARTICIPATION & REPRESENTATION

2.01 SDI hereby grants to the Affiliate the non-exclusive and revocable right to market and advertise the Products and to establish links to SDI's website, in accordance with this Agreement.

2.02 The Affiliate shall diligently and continuously market and advertise the Products through the Internet and shall develop, operate and maintain links from its site to SDI's site at its sole cost and expense.

2.03 The Affiliate represents and warrants to SDI that this Agreement has been duly and validly executed and constitutes and shall continue to constitute a legal obligation, enforceable in accordance with its terms.

ARTICLE 3. AFFILIATE SALES COMMISSIONS

3.01 If, as a result of a direct advertising effort of the Affiliate, a referred customer of the Affiliate or of a member of the Affiliate's Sales Group (as defined) orders and pays for the Products or other goods or services sold by SDI in the future, SDI shall pay the Affiliate a sales commission determined in accordance with the Affiliate Commission Schedule (see Commission Schedule). The commission is based upon the paid selling price of the purchased goods or services before tax and excluding returns ("Sales Commission"). The said commission Schedule may be changed from time to time with out notice.

3.02 A FREE Affiliate can earn Mini-Mall website Sales Commission and RESELLER Upgrade Sales Commission. In the event that more than one Affiliate claims the same commission for a sale, SDI will select which Affiliate will receive the commission. All decisions are final.

3.03 A RESELLER Affiliate can earn Mini-Mall website Sales Commission, RESELLER Upgrade Sales Commission, and Sales Group Sales Commission. A RESELLER Affiliate's Sales Group means all FREE and RESELLER Affiliates assigned to the RESELLER Affiliate in question. In the event that more than one Affiliate claims the same commission for a sale, SDI will select which Affiliate will receive the commission. All decisions are final.

3.04 The Affiliate shall be responsible for all taxes and other similar levies applicable to the Sales Commission pursuant to any law or regulation. The Affiliate shall report the Sales Commission to it's taxation authorities as required by law.

3.05 SDI shall post and maintain, on a current basis, a designated password protected Web page for each Affiliate showing the Affiliate's participation in the Program including the number of potential customers referred by it and an estimate of the Sales Commission owing to it.

3.06 Mini-Mall Sales Commission shall be processed by SDI on the 15th day of each month representing the amount payable for your Mini-Mall sales and/or your Sales Group's Mini-Mall sales from the 1st through the last day of the 2nd prior month (e.g., commissions for sales from January 1 through January 31 will be processed March 15). If you have a MasterCard PayCard your account will be credited otherwise a check will be mailed.

3.07 RESELLER Membership Sales Commission shall be processed by SDI 24-72 hours after payment of the Membership clears. If you have a MasterCard PayCard, RESELLER Membership sales and/or your Sales Group's RESELLER Membership sales will be credited to your account at that time, otherwise a check will be mailed the last day of the month for sales completed between the 1st and 25th of the prior month.

3.08 Sales statistics for that period will be posted to your private website about the same time the commissions are processed. Affiliates will receive the Sales Commission in US funds.

3.09 For administrative convenience, if the Sales Commission is less than $25 in a month, it shall be mailed during a subsequent month when the commission due exceeds $25. The Affiliate may receive the Sales Commission where the amount in question is less than $25 by advising SDI and assuming SDI's cost of processing the payment. If an Affiliate maintains a balance of less than $25 of Sales Commission in a period of 12 consecutive months without asking for payment during that time, the Sales Commission shall be forfeited. Sales Commission overpayments may be deducted from future payments or shall be reimbursed by the Affiliate upon request within a reasonable period of time.

ARTICLE 4. AFFILIATE SITES AND PROMOTION METHODS

4.01 The Affiliate shall be solely responsible for all materials that appear on its site. It shall strictly adhere to all applicable laws and regulations in conducting its business and more specifically in marketing and advertising the Products. Without restricting the generality of the foregoing, the Affiliate shall not send unsolicited e-mail and shall not send e-mail or any other communication to a recipient if the recipient has requested that it discontinue such communication, nor shall it send or display on its website any material that may be considered to be harassing, libelous, defamatory, legally obscene or pornographic, threatening, abusive or hateful. (see SPAM POLICY)

4.02 SDI shall have the right, but not the obligation, to pre-approve the graphics and logos used on any website which is linked to its site. Furthermore, the Affiliate shall annotate its site with appropriate copyright, trademark and other similar notices, which shall be approved by SDI. If the Affiliate specifies a price point for the Products in its marketing and advertising it shall ensure that it is updated regularly to reflect all price changes.

4.03 SDI shall have the right to monitor the Affiliate's website at any time and from time to time to determine if it is in compliance with the terms and conditions on this Agreement.

4.04 The Affiliate agrees not to use any predatory advertising methods designed to generate traffic from sites that they have not contracted with in the online promotion of SDI's Products, services or affiliate program. Predatory advertising is defined as any method that creates or overlays links or banners on websites, spawns browser windows, or any method invented to generate traffic from a website without that website owner's knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing browser plug-ins such as TopText and Surf+, banner replacement technology such as Gator, browser spawning technology that is not website dependent. Participation in predatory advertising programs will be cause for the affiliate's immediate termination and loss of all present and future commissions.

ARTICLE 5. ORDER PROCESSING

5.01 SDI shall establish the procedures of selling the Products including, without limitation, the placement of orders, pricing, payment terms, processing, delivery, returns etc. Without restricting the generality of the foregoing, SDI shall have the right to cancel, suspend or delay any order for the Products, including the right to discontinue to sell the Products at any time.

ARTICLE 6. LICENSES AND GOODWILL PRESERVATION

6.01 SDI shall have the right, but not the obligation, to approve, in its sole and absolute discretion and with due regard to the protection and preservation of the goodwill of the Products any promotional, advertising or marketing item used by the Affiliate. The Affiliate shall make all deletions and modifications suggested by SDI on any site where the Products are mentioned.

6.02 The Affiliate shall acknowledge and clearly identify and respect that all proprietary information, trademarks, copyrights and all other similar rights in and arising out of the Products are, and shall continue to be, the exclusive property of SDI. In the event the Affiliate learns of any claim or allegation that the Products infringes upon or violates any intellectual property or proprietary rights of a third party, or contains any unlawful, libelous, or untrue statement, it shall immediately notify SDI so as to enable SDI to defend, settle or otherwise resolve the claim or allegation in a manner that SDI deems appropriate in its sole discretion.

6.03 Customers who purchase the Products through the Mini-Mall website shall be deemed to be customers of SDI, and the Affiliate shall refer all product-related questions, requests or queries to SDI. SDI shall have the right to utilize the Affiliate's name and logo to advertise, market, promote and publicize in any manner the Products.

6.04 The Affiliate shall not make or give to a customer or a potential customer any warranty, representation or other statement concerning the Products without first obtaining the written consent of SDI.

ARTICLE 7. RELATIONSHIP OF PARTIES

7.01 While the parties shall work hand-in-hand for the benefit of both, the parties acknowledge and agree that the Affiliate shall, from a legal perspective, act as and shall be an independent contractor and not an employee or agent of SDI. Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of or on behalf of SDI nor shall it hold itself out as being an agent of SDI or as having apparent authority to contract for or bind SDI.

ARTICLE 8. LIMITATION OF LIABILITY

8.01 In no event shall SDI be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement or the Products, whether or not such party has been advised of the possibility of such damages. SDI shall not be liable for any damages if, for any reason whatsoever, its website fails or is non-operational for any reason whatsoever.

ARTICLE 9. TERM OF THE AGREEMENT

9.01 In the event that the Affiliate breaches any of the undertakings or obligations set forth in this Agreement and does not remedy same within 7 day notice from SDI, it shall automatically forfeit the Sales Commission then receivable or receivable at any time in the future. SDI shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.

9.02 This Agreement shall automatically terminate if the Affiliate ceases to actively market the Products for a period of 90 days. SDI shall have the right but not the obligation to terminate this Agreement with an Affiliate whose First-Purchase Sales Commission in a calendar year was in the bottom 20 percent of the First-Purchase Sales Commission of all Affiliates in the calendar year in question, by giving the Affiliate 90 days notice of termination. In such cases the Sales Commission owing, representing the sums earned shall be paid even after termination of this Agreement. The Affiliate shall have the right to terminate this Agreement at any time upon written notice to SDI.

9.03 As soon as notice of termination of this Agreement is given or upon termination as herein provided, the Affiliate shall immediately cease its marketing and advertising of the Products and shall forthwith eliminate all mention and references to the Products and all links to SDI. Pending the completion of the foregoing, SDI may hold in abeyance the Sales Commission.

ARTICLE 10. MODIFICATION AND APPLICATION OF AGREEMENT

10.01 SDI may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Affiliate commission Schedule), at any time and in its sole discretion, by posting a change notice or a new agreement on its website Any changes to the Sales Commission rate or terms shall only come into force 30 days following posting. If any modification to this Agreement is not acceptable to the Affiliate, its only recourse is to terminate this Agreement. The Affiliates continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Affiliate of the change.

10.02 If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

10.03 The Affiliate shall not assign, transfer or convey this Agreement or any part thereof to any other party without SDI's consent, which shall not be unreasonably refused.

10.04 This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.

10.05 This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, agreements and understandings, if any. For greater certainty but without restricting the aforementioned, information contained in any of the following shall not form part of this Agreement, namely: descriptions of the Program (including the descriptions of Sales Commission payable to the Affiliates) on SDI's website(s); e-mail communications from SDI or from any of its employees, officers or directors; in the Products, or in marketing/informational documents.

ARTICLE 11. INDEPENDENT INVESTIGATION

11.01 The Affiliate acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Affiliate understands that SDI may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with the Affiliate's website The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

ARTICLE 12. MISCELLANEOUS PROVISIONS

12.01 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.

12.02 The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation.

12.03 Each of the parties hereto covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement.

12.04 Time shall be of essence of this Agreement.

12.05 All notices, requests and other communications shall be deemed to have been received when posted by SDI on its website It shall also be deemed to have been received on the next business day if transmitted by e-mail or any other form of electronic mail to the last known electronic address of the intended recipient.

12.06 This Agreement shall be governed by and construed in accordance with the applicable laws of Florida and all disputes concerning this Agreement and the obligations assumed by the parties shall be resolved before such courts.