This Agreement contains the complete terms and conditions that apply to your participation as a member of the Lion Dollars Program (the "Program") operated by Lion Dollars, Inc. (hereinafter, "Company," "we" or "us"). As used in this Agreement, "you" or "your" means the applicant/participating member.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CHECKING THE "I AGREE" BOX ON OUR JOIN FORM YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

1. Enrollment in this Program.

To begin the enrollment process, you will submit a completed application through our website http://www.liondollars.com. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We will reject your application if we determine that you have provided inaccurate or incomplete signup information, determine that you are under 18 years of age (21 in some jurisdictions) or determine that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, "Content Restrictions"). Again, you must be at least eighteen (18) years of age (or older if legal age of majority is more than 18) to participate in this Program.

2. Utilizing Links on Your Site.

As an affiliate website of COMPANY ("Affiliate Site"), you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the "Links"); however, you cannot employ deceptive language or misleading URLs in the Links, and you CANNOT MARKET BY SENDING UNSOLICITED BULK E-MAILS!!! (As used herein, UBE, or "Spam" refers to the transmission of unsolicited bulk e-mails, i.e., not derived from a verifiable opt-in program or sent absent a prior business relationship with the recipient). Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. (For further guidelines on this topic, please see Section 5, below.) Allowable promotional links may contain Company's trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by COMPANY. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.

3. Commissions.

The Lion Dollars Program offers three forms of commission payout:

a) Per Signup : We will pay you a commission of $30.00 per sign-up coming from your links. If you send between 75 and 199 joins per 7 day payment period we will pay you $35 per sale, and if you send in excess of 200 sales in any 7 day pay period we will pay you $40.00 per sale for all sales generated in that period. All refunds and charge backs incurred by Liondollars on your account shall be deducted from the commission payment due to you from your sales during the corresponding period.

b) Revenue Share Payments: As an alternative to the per sign-up compensation option, Liondollars offers a Revenue Sharing option to Affiliates. Under the Revenue Sharing option of the Program, Affiliates earn 60% of the gross receipts from referred accounts, less refunds, charge backs and applicable processing fees and other related fees charged by the third party processors who process charges for Liondollars.

c) "Webmaster Referral" Program: Liondollars will also compensate Affiliates for sales generated by other affiliates referred to Liondollars by the Affiliate. When a new webmaster affiliate signs up for the Program through the approved Webmaster Referral link provided to the Affiliate by Liondollars, the Affiliate will receive a 5% commission on all sales generated by that referred webmaster affiliate.

Liondollars has the right to deny or withhold a payment or part of a payment from affiliates, and/or to terminate affiliates from the Program, if there is an abnormal number of charge backs, refunds or cancellations of memberships or subscriptions which have been referred to Liondollars through the affiliateÕs websites. Liondollars shall determine, in its sole and absolute judgment, what constitutes an abnormal number of charge backs, refunds or cancellations of memberships or subscriptions.

These Commission Rates are subject to change from time to time, upon e-mail notice to you and commencing the 10-days following such notice. Note that a commission will only be paid if the visitor to our site can be tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor's payment to our site cannot be tracked directly to your site by our system or if full payment for services is not made to us by the customer. No commission will be paid for signups by you or anyone within your organization. Affiliates are prohibited from "referring" their own accounts/sales as such "self-referrals" will result in termination of all Program accounts operated by the Affiliate.

4. Commission Payment.

Commissions due and owing to you under the Program will be paid to you directly by Lion Dollars on a weekly basis for the 2 weeks prior activity. Payments due and owing to you for a pay period of less than $150.00 will be rolled over into subsequent payment periods until at least $150.00 is reached, at which time you will receive payment. Payments will be in the form of a check in US dollars payable to you, as identified in your application, and will be delivered via a registered courier service priority envelope to the street address indicated in your application. You may request and receive payment via bank wire transfer, provided, you pay the costs associated with the wire should your payout level be set below $500. For payments via wire of $500 and over LionDollars will pay all outgoing wire fees. You may also request and receive payment via ePasporte, provided, you pay the costs associated with the transfer. Payment via epassporte is available for payments of $50 or more for said pay period. If you dispute the manner or amount of calculation of your commission with regard to any given payment period, you must inform Lion Dollars within sixty (60) days of said payment, otherwise you are deemed to have waived your right to challenge said payment calculation.

5. NO PASSWORD SITES

We have the right to immediately, and without notice, terminate your participation in the Program if we, in our sole and exclusive judgment, conclude that you use a illegal PASSWORD SITE to advertise Lion Dollars, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.

6. Lion Dollars Bulk E-Mail Policy

To comply with the US Federal Law, CAN-SPAM Act of 2003 Liondollars will strictly enforce the following policy.

What is UNSOLICITED BULK E-MAIL (SPAM)?

Any form of unsolicited advertising through email, newsgroups, IRC posts, and/or instant messaging clients.

This is a very important information. Any SPAM complaint regarding a Liondollars Affiliate is grounds for us to terminate your promotion account, without payment. Be certain to contact ONLY email recipients from whom you gathered their email through a verifiable opt-in procedures.

If you promote our products through email, you have to be familiar with the policies of the different email service providers, as such policies may differ from what is requested in the CAN-SPAM act and you must respect their policies as a failure to do so may also result in the termination of your account. For example, AOL's policy can be found at http://postmaster.info.aol.com/guidelines/bulk_email.html. and MSN's policy can be found at http://privacy.msn.com/anti-spam/ .

Rules to follow according to CAN-SPAM Act of 2003

E-Mail Content

Any email sent can only have "Softcore" images in the body of the message. All ''Hardcore'' or any material containing full frontal nudity will not be tolerated:

1. Sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex;

2. Bestiality;

3. Masturbation;

4. Sadistic or masochistic abuse; or

5. Exhibition of the genitals or pubic area of any person.

Opt-In Only

If you choose to contact recipients on an e-mail list, you must be the originator of that list or have purchased the exclusive right to use it. If you purchased or leased the list and if we request it, you must produce a contract from the originator of the list giving you the exclusive right to mail to it. We require you to maintain electronic records that provides us with original IP and recipients name, physical address (if possible) and where you originally collected the Email address from:

* the recipient must have expressly agreed to receive the email

* if the email has not been collected by yourself, the recepient must have been informed clearly that his address could be transferred, given or leased to another party in order to send commercial emails.

No False or Misleading Header Information

The header of any email you send must contain:

* the originating email address, the domain name, and/or the IP address, together called the header information of the email, must be technically accurate.

* the person initiating the message must be clearly identified in the the "from'' line of the email address. It must never be false or misleading

Specific Subject Lines

To promote our products by sending sexually oriented email, you must put the following in the first 19 characters of the subject of the email in regular ASCII characters 'SEXUALLY-EXPLICIT: '.

The exact phrase 'SEXUALLY-EXPLICIT: ' must be in capital letters as the first 19 characters in the opening portion of the e-mail that is immediately visible to the recipient, without scrolling down or taking any other to view the message.

A valid postal address must be displayed in the opening portion of the e-mail that is immediately visible to the recipient area of the email message.

No Deceptive Delivery Methods

It is strictly prohibited to transmit email through any third party's mail servers without the permission of that third party, or use similar techniques to hide or obscure the source of the e-mail.

Removal of Email for List

Any email sent to promote Lion Dollars sites must have a functioning return email address and a remove link or any other easy to use Internet based mechanism to allow recipients to remove their email address from the list used by the sender of the email. The email addresses must be removed within 10 business days from the lists.

Violations of this Policy

Violation of the CAN-SPAM ACT may lead to civil and criminal penalties. You can't violate the CAN-SPM Act. Should we determine that you have violated this policy or any of its requirements, your promotion account will be closed immediately, you will not be paid for any amounts due and your information may be turned over to complaining parties. Liondollars will cooperate with any law enforcement agency, Internet Service Provider or other person or entity who provide us with notice that you have engaged in transmission of unsolicited e-mails. It is our utmost discretion to terminate any account suspected of sending unsolicited commercial email.

How to report SPAM?

Report all spam at abuse@liondollars.com If possible, please include a copy of the spam and any other related information that will help us locate the person that has sent those spam and make it stop.

7. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks.

You grant us a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

8. Responsibility for Your Site.

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. You are not COMPANY's agent, and we shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:

- Unsolicited bulk e-mail (see Section 6, above), IRC postings, forged header mailings or any other form of mailing, including but not limited to, newsgroups or AOL customers or otherwise violate the anti-UBE policies of ISPs or state law;

- Provide inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information;

- Attempt to cheat, defraud or mislead us in any way;

- Misrepresent to the public the terms and conditions or content of our sites or your sites;

- Promote passwords, MP3, or Warez;

- Own or operate a website in connection with a person who is under 18 years of age; or IN SHORT, WE EXPECT "INDEED, DEMAND" THAT YOU ACT WITH THE HIGHEST ETHICAL STANDARDS UNDER THIS AGREEMENT

9. Test Joins

Lion Dollars does not pay for affiliate test joins. We have no problem with you testing your account by joining yourself. But you must notify Lion Dollars by Email. Please Email us the site, date and username you joined with, so we can cancel the join and payment. We will not pay on a join we feel is a test join.

10. Procedure Relating to leged or Actual Third Party Rights Infringement by a Participating Webmaster.

Upon Company's receipt of a proper notice of alleged copyright, trademark, service mark or publicity rights violation by Your participating website (COMPANY will notify You and ask that You provide written documentation of your right to use the allegedly infringing material in your website. That documentation must be: (a) a license of the rights; (b) consent from the rights holder or their agent; or (c) a written statement from you or your attorney (in either email or fax form) explaining your claim to have a lawful right, or a legal defense, to display the allegedly infringing material.

If you do provide COMPANY with appropriate rights documentation (a, b or c, above), COMPANY will forward that documentation to the rights holder or their agent, as appropriate. Should the rights holder/agent not be satisfied, COMPANY will provide the rights holder/agent with your contact information in order that they may contact you and pursue any remaining dispute with you directly.

If you fail to provide the COMPANY an appropriate written response (a, b or c, above), you will have ten (10) days from the date of Company's original notification to you to remove the complained of content. Should you fail to remove said content within ten days, the referring URL containing the complained of content will be blocked and any funds otherwise due and payable to You relating to the referring URL will be forfeited, UNTIL SUCH TIME AS YOU PROVIDE AN APPROPRIATE WRITTEN RESPONSE. You will also be placed in an "infringer" database, and should repeated complaints be made against you for rights violations, COMPANY has the right to permanently terminate you from the Lion Dollars program.

HOW TO REPORT ALLEGED RIGHTS INFRINGEMENT BY A WEBMASTER PARTICIPATING IN THE Lion Dollars PROGRAM

If you are the holder, or authorized representative of the holder, of a copyright, trademark, service mark, or publicity right that you have reason believe is being infringed by a third party webmaster participating in the Lion Dollars program, please email support@liondollars.com

11. Term of the Agreements.

The term of this Agreement will begin upon our acceptance of your 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 notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commission's payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification.

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

13. Relationship of Parties. You and COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.

14. 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 Affiliate 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 Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

15. Disclaimers.

We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. Representations and Warranties.

You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide COMPANY with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.

17. Confidentiality.

We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to COMPANY, customer and vendor lists relating to COMPANY and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. Should you received a court notice, complaint or subpoena requesting or seeking to compel disclosure of Confidential Information, you shall immediately inform COMPANY and COMPANY shall have the right, and be given the opportunity, to obtain a protective order to prevent disclosure of such Confidential Information. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

18. Indemnification.

You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.

19. Prohibited Countries.

Prohibited Countries: Due to excessive fraud attempts, we do not allow webmasters who reside in the following countries to participate in our program: Afghanistan, Albania, Algeria, Andorra, Angola, Anguilla, Antarctica, Antigua and Barbuda, Argentina, Armenia, Aruba, Azerbaijan, Bahamas, Bahrain, Bangladesh, Barbados, Belarus, Belize, Benin, Bermuda, Bhutan, Bolivia, Bosnia and Herzegowina, Botswana, Bouvet Island, Brazil, British Indian Ocean Territory, Brunei Darussalam, Bulgaria, Burkina Faso, Burundi, Cambodia, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Chile, China, Christmas Island, Cocos (Keeling) Islands, Colombia, Comoros, Congo, Congo, Democratic Republic of, Cook Islands, Costa Rica, Cote D'Ivoire, Croatia (local name: Hrvatska), Cuba, Cyprus, Czech Republic, Djibouti, Dominica, Dominican Republic, East Timor, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Estonia, Ethiopia, Falkland Islands (Malvinas), Faroe Islands, Fiji, France, Metropolitan, French Guiana, French Polynesia, French Southern Territories, Gabon, Gambia, Georgia, Ghana, Gibraltar, Greenland, Grenada, Guadeloupe, Guam, Guatemala, Guinea, Guinea-Bissau, Guyana, Haiti, Heard and Mc Donald Islands, Holy See (Vatican City State), Honduras, Hungary, India, Indonesia, Iran (Islamic Republic of), Iraq, Israel, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Kiribati, Korea, People's Republic of, Korea, Republic of, Kuwait, Kyrgyzstan, Lao People'S Democratic Republic, Latvia, Lebanon, Lesotho, Liberia, Libyan Arab Jamahiriya, Lithuania, Macau, Macedonia, Madagascar, Malawi, Malaysia, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Mayotte, Mexico, Micronesia, Federated States of, Moldova, Republic of, Monaco, Mongolia, Montserrat, Morocco, Mozambique, Myanmar, Namibia, Nauru, Nepal, Netherlands Antilles, New Caledonia, New Zealand, Nicaragua, Niger, Nigeria, Niue, Norfolk Island, Northern Mariana Islands, Oman, Pakistan, Palau, Palestinian Territory, Occupied, Panama, Papua New Guinea, Paraguay, Peru, Philippines, Pitcairn, Poland, Qatar, Reunion, Romania, Russian Federation, Rwanda, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and The Grenadines, Samoa, San Marino, Sao Tome and Principe, Saudi Arabia, Senegal, Seychelles, Sierra Leone, Singapore, Slovakia (Slovak Republic), Slovenia, Solomon Islands, Somalia, South Africa, South Georgia & South Sandwich Islands, Sri Lanka, St. Helena, St. Pierre and Miquelon, Sudan, Suriname, Svalbard and Jan Mayen Islands, Swaziland, Syrian Arab Republic, Taiwan, Province of China, Tajikistan, Tanzania, United Republic of, Thailand, Togo, Tokelau, Tonga, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Turks and Caicos Islands, Tuvalu, Uganda, Ukraine, United Arab Emirates, United States Minor Outlying Islands, Uruguay, Uzbekistan, Vanuatu, Venezuela, Viet Nam, Virgin Islands (British), Virgin Islands (U.S.), Wallis and Futuna Islands, Western Sahara, Yemen, Yugoslavia, Zambia, Zimbabwe.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CHECKING THE "I AGREE" BOX ON OUR JOIN FORM YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.

Note: Your Affiliate Program Application will be presented upon accepting this Affiliate Program Agreement.