REFERRAL PROGRAM AGREEMENT

This Referral Partner Referral Agreement ("Agreement") is made by and between Interchange Corporation, a Delaware corporation, with its primary place of business at 24422 Avenida De La Carlota, Suite 120, Laguna Hills, California 92653 ("Interchange"), as operator of the World Wide Web site located at www.epilot.com ("ePilot"), and you ("Referral Partner"), collectively referred to herein as the "Parties."

1.

Purpose. Upon execution of this Agreement by the Parties, Referral Partner shall be enrolled in Interchange’s Advertiser Referral Program (the "Program"). The Program is intended to generate monetary rewards to the Referral Partner based upon the Referral Partner's referral of paying advertisers (the "Advertiser" or "Advertisers") to ePilot.

2.

Roles and Responsibilities.

2.1

Role of Referral Partner. Referral Partner hereby agrees to actively engage in the referral of Advertisers to ePilot. Referrals may be generated by promotions, including but not limited to text or graphical hyperlinks to ePilot from Referral Partner's World Wide Web site; direct mail or email campaigns initiated by Referral Partner to Referral Partner's clients, partners and other associates; or word of mouth. Referral Partner will refer Advertisers to ePilot for all information regarding terms and conditions of advertising on ePilot or through the ePilot Search Distribution Network.

2.2

Role of Interchange. In order to facilitate Referral Partner's Advertiser referrals, Interchange will provide Referral Partner with promotional materials that may include, but are not be limited to, text advertisements with hyperlinks to ePilot, graphical ads with embedded hyperlinks to ePilot, templates for online and/or offline correspondence in the form of letters and/or flyers targeted to prospective Advertisers and other materials to be determined at the sole discretion of Interchange. In addition, Interchange will monetarily compensate Referral Partner according to the terms set forth in Section 4 of this Agreement.

3.

Qualification of the Advertisers. In order for Referral Partner to receive commission for referral of an Advertiser to Interchange, the criteria set forth in Sections 3.1 through 3.5 of this Agreement must be met. Determination of an Advertiser’s qualification under the conditions set forth in Sections 3.1 through 3.5 of this Agreement shall be at the sole discretion of Interchange, and all decisions pertaining to the determination of an Advertiser’s qualification to be counted toward Referral Partner's referral commissions shall be considered final.

3.1

Predisposition of the Advertiser. In order to qualify for payment of referral commission to Referral Partner, the Advertiser must be a new ePilot advertiser. If the Advertiser has previously been listed as a paid advertiser through ePilot, the Advertiser shall be deemed ineligible as a commissionable referral. In the event that any hyperlink previously paid for through ePilot points to any Universal Resource Locator contained within any Internet or World Wide Web domain owned or operated by the Advertiser, the Advertiser shall be deemed ineligible as a commissionable referral.

3.2

Terms of Advertiser Sign-up. In the event that any Advertiser should complete the registration process for advertisers as provided at ePilot without engaging in an immediate deposit of monetary funds into the Advertiser’s ePilot account, the Advertiser shall have a period of seven days following Advertiser’s completion of the ePilot advertiser sign-up process to deposit funds into said account in order to remain qualified as a commissionable referral for Referral Partner. The Advertiser’s deposit may be made by credit card, check or money order. In the event that the Advertiser elects to pay by check or money order, said check or money order must be received by Interchange at Interchange’s primary place of business as described herein by the close of business (5:00 p.m. Pacific Time) on the seventh (7th) business day following the date on which the Advertiser completes the ePilot advertiser sign-up process. In the event that said check or money order is not received by the close of business on the seventh business day following the Advertiser’s completion of the ePilot advertiser sign-up process, the Advertiser shall be deemed ineligible as a commissionable referral for Referral Partner. All deposits must be payable in U.S. funds.

3.3

Failure to Collect Advertiser’s Funds. In the event that Interchange is unable to redeem the Advertiser’s method of payment of initial deposit, as described in Section 3.2 of this Agreement, due to, but not limited to, returned check, refunded check, or failure of Advertiser’s creditor to honor a credit card sales draft, Advertiser shall be immediately deemed ineligible as a commissionable referral for Referral Partner.

3.4

Reporting of Referral Partner as Referrer. In order for Referral Partner to receive payment of commission for referring any Advertiser, the Advertiser must identify Referral Partner to Interchange at the time at which the Advertiser completes the ePilot advertiser sign-up process. Identification of Referral Partner as the referring entity may be accomplished by either of two means, as outlined in Sections 3.4.1 and 3.4.2 of this Agreement.

3.4.1

Referring Link. The Advertiser may identify Referral Partner to Interchange by clicking on a hyperlink provided by Referral Partner and completing the ePilot advertiser sign-up process at the time that said hyperlink is activated. In order to qualify, the hyperlink provided by Referral Partner to the Advertiser must contain the exact Universal Resource Locator provided by Interchange to Referral Partner upon Referral Partner's acceptance into the Program (the "Referring Link"). Interchange will not be held liable for any errors in the Referring Link that occur as a result of actions taken by either Referral Partner or the Advertiser.

3.4.2

Unique Identifier. During the ePilot advertiser sign-up process, the Advertiser may enter Referral Partner's unique identifier in the space designated for such information. A unique identifier in the form of an alphanumeric code will be assigned to Referral Partner upon Referral Partner's acceptance into the Program.

3.5

Conflicts of Interest. Referral Partner and any entity owned or controlled by Referral Partner shall be deemed ineligible as a commissionable referral for Referral Partner.

4.

Commissions. Interchange will pay Referral Partner a sum equal to ten percent of the total initial deposit made by the Advertiser to ePilot, provided that such deposit is in an amount over U.S. $99.99. In the event that the deposit is in an amount less than U.S. $100.00 it shall be deemed ineligible for payment of commissions under the Program. Referral Partner shall be eligible for commission on the Advertiser’s first deposit to ePilot only. Subsequent deposits made to ePilot by the Advertiser shall be deemed ineligible for payment of commissions under the Program.

5.

Disbursements. Interchange will issue Referral Partner commission payments in the form of a corporate check drawn in U.S. funds on a quarterly basis in when the Referral Partner is entitled to commissions. Commissions for any individual Advertiser will be paid to Referral Partner no sooner than ninety (90) calendar days following receipt by Interchange of said Advertiser’s qualifying initial deposit. Interchange will only issue a payment to Referral Partner under the Program in calendar months in which Referral Partner is due a sum of more than U.S. $99.99. In the event that the balance owed to Referral Partner on the first day of any given calendar month is less than U.S. $100.00, said balance shall roll forward to the following calendar month.

6.

Term. The term of this Agreement shall be one (1) calendar year from date of execution of this Agreement by authorized representatives of both Interchange and Referral Partner.

7.

Modification. Interchange reserves the right to modify the terms and conditions of the Program at any time and without prior notice to Referral Partner. A current copy of the terms and conditions of the Program shall be maintained by Interchange at all times, and may be accessed on the World Wide Web via the following Universal Resource Locator: http://www.epilot.com/Referral Partners/rules.asp

8.

Governance. This Agreement shall be governed by the laws of the State of California and any and all disputes arising from this Agreement, whether initiated by Interchange or Referral Partner, shall be filed with a court with its primary facility located in Orange County, California.

9.

Recovery of Expenses. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the prevailing party shall be entitled to recover from the unsuccessful party all costs, expenses and reasonable attorneys’ fees incurred by the prevailing party, including, but not limited to, such costs, expenses and fees on appeal; if such prevailing party shall recover judgment in any such action or proceeding, such costs, expenses and fees, including those of expert witnesses and attorneys’ fees, shall be included as part of the judgment.

10.

Control of the Agreement. This Agreement shall be construed without regard to the identity of the person who drafted its various provisions; each and every provision of this Agreement shall be construed as though each of the Parties participated equally in drafting same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

11.

Scope. This Agreement represents the sole representations of the Parties and supercedes any and all previously made warrants and conditions, expressed orally or in written documents, pertaining to the relationship between the Parties.

©2004 Interchange Corporation        Partnership Opportunities  |   Referral Program  |   Terms & Conditions  |   About ePilot  |   Contact Us