The Partner ("Partner"), and Airfare.com ("The Company") agree that: 1. The Company will pay the Partner a percentage of the revenue (the "Commissions") generated by sales resulting from this new cooperative site.The transactional Commissions will be paid accordingto the accompanying Schedule A of this Agreement for: Negotiated Air Bookings - $12 Published Air Bookings - $5 Negotiated Hotel Bookings - 5% Published Hotel Bookings - 5% Vacation Package and Cruise Bookings – 5% 2. The overall process by which Commissions are paid (the "Payment Cycle") is defined as follows: A. For airline bookings - Commissions are paid in the month immediately following that in which the booking was made. B. For standard published hotel reservations - Once a customer utilizes (consumes) a hotel reservation, it becomes commissionable, with the Commissions to be delivered in the month immediately following that in which the Company received its commission payments from the vendor/supplier for the consumed reservation. C. For negotiated contract hotel bookings - Commission are paid in the month immediately following that in which the booking was made. D. For car rentals - Once a customer utilizes (consumes) a car rental reservation, it becomes commissionable, with the Commissions on car rentals to be delivered the month immediately following that in which the Company receives its commission payments from the vendor/supplier for those rentals. E. For Vacation Packages and Cruises - Commissions are paid in the month immediately following that in which the booking was made. 3. Per the terms of the Payment Cycle defined above, all commission checks, when earned, will be issued to the Partner monthly. Checks will be mailed no later than the 15th of the month, in United States (US) dollars. When requested, Commission checks in currency other than US dollars can be issued, although on a quarterly basis. The minimum payment in foreign currency is issued for amounts of $1,000.00 ( US ) equivalents and will be accrued until this minimum is reached before being issued. 4. The Company will keep an account of all transactions subject to this agreement. The Company will provide the Partner with a monthly statement listing the transactions, the products ordered, and a report stating the Partner's net portion of the agreed-upon proceeds. The Company will retain all records for a period of one (1) year following the date of each order subject to this Agreement providing, however, that Partner is not a direct competitor of the Company. The Partner has the right to audit such accounts at the Partner's expense up to two (2) times during the term of this agreement. 5. Partner agrees that it will not use Company information obtained from the Airfare.com website for chain letters, junk mail, "spamming," solicitations (commercial or non-commercial) or bulk communications of any kind, including, but not limited to distribution lists to any person who has not given specific permission to be included in such a list. Notwithstanding the foregoing, the Partner may market products and services to its customers who have purchased travel through the Airfare.com website via e-mail, provided, however, the customer has the ability to unsubscribe to such solicitations and cease to be a recipient of such e-mails. If Partner is in violation of this Section 5, Company reserves the right to immediately terminate this Agreement without notice. 6. Airfare.com reserves the right to refuse partnership with any site including, but not limited to: any site that displays pornography, sexually explicit images, promotes violence, illegal activities or promotes or incorporates any materials which infringe or assist others to infringe the intellectual property rights of others, contains content of a racist or discriminatory nature or makes threatening, libelous or derogatory statements about or toward a private or public person/organization. 7. The Partner is aware of and accepts the terms of The Company's Privacy Policy. 8. Neither party shall create, publish, distribute, or permit any written material which makes reference to the other party without first submitting to the other party such material and receiving prior written consent from the non-submitting party. This shall not to be unreasonably withheld or delayed. Neither party will make announcements or statements to the public or any third party concerning the relationship between the parties, or the transaction described in this agreement, without the prior written consent from the other party. This shall not be unreasonably withheld or delayed. 9. This agreement shall be in effect the date it is signed by both the Partner and the Company and will continue in effect for one (1) year. Thereafter, this agreement shall be renewed for successive one (1) year terms until the agreement is terminated by either party as set forth. Either party has the option to terminate this agreement upon 30 days written notice at any time during the term of the agreement in the first year or in subsequent terms. In case of termination, Company shall pay all monies owed to Partner within 30 days of the termination of the agreement. 10. Each party owns and retains all rights, title and interest in its names, logos, trademarks, service marks, copyrights, patents, proprietary features, and proprietary technology. Neither party shall copy, distribute, reproduce, or use the above proprietary items except as expressly permitted under this agreement. 11. This agreement sets forth the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this agreement. This agreement may be modified only in a written agreement signed by both parties. 12. Partner and the Company agree that the parties hereto are independent contractors for all purposes, and Partner will be responsible for its own withholding taxes, F.I.C.A., workmen's compensation and all other matters related to work. Nothing in this Agreement, including, without limitation, the use of the terms “Partner,” “partnership” or similar terms (which use is for ease of reference), will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party will have the authority to make or accept offers or representations on the other party’s behalf. Neither party will make any statement, whether on such party’s site or otherwise, that reasonably would contradict anything in this section. 13. In no event shall either party be liable for any claim, loss or damages caused by (or alleged to be caused by) information supplied by the other party. Each party makes no warranty (expressed or implied) as to the quality, completeness or fitness for any purpose of any information it supplies. The Partner shall indemnify and hold the Company harmless from and against all claims, costs, liabilities, judgments, expenses or damages (including reasonable attorney fees) in connection with any cause of action brought against the Company by any third party arising out of or relating to the Partner's content on its website, the co-branded pages, any and all information produced by the Partner, and any and all online commerce activities. Similarly, the Company shall indemnify and hold the Partner harmless from and against all claims, costs, liabilities, judgments, expenses or damages (including reasonable attorney fees) in connection with any cause of action brought against the Partner by any third party arising out of or relating to the Company's content on the co-branded pages and online commerce activities. 14. Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Virginia , USA . 15. Assign ability. This agreement shall not be assignable, except by operation of law, by either party, without the prior written consent of the other party, and any purported assignment by either party without the prior written consent of the other party shall be void. 5110 ridgefield rd, Suite 409, Bethesda, MD 20816. Phone: 703 379 1777 Fax: 1. 703. 379. 6983. Email: adam@airfare.com

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