THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APTUS COMMUNICATIONS INC. ("APTUS") BY SUBMITING THE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

All members of the Aptus Affiliate program are required to agree to the following Terms and Conditions. Anyone determined by Aptus to have violated these terms and conditions is subject to dismissal from the Aptus Affiliate program. Dismissal relieves Aptus from any obligation to record and award affiliate earnings.

1. Overview

This Agreement contains the complete terms and conditions that apply to your participation in the Aptus Affiliate Program. All uses in this agreement of the words "Aptus", "we", "us" or "our" refers to Aptus Communications Inc., a British Columbia corporation with its principal place of business at 127 11948 207th Street, Maple Ridge, BC V2X 1X7. All uses of the words "Applicant", and "you" refers to you, the Applicant. Member means an applicant who has completed the application packet and has been accepted by Aptus into the Aptus Affiliate Program. The Aptus site means http://www.automaticinvestor.com.

2. Enrollment into the Program

To begin the enrollment process, you must be a registered user of the Automatic Investor software and complete and submit the application. We will evaluate your application to join the program and notify you of your acceptance or rejection. We may reject your application at our sole discretion. If we reject your application, you are welcome to reapply to the Affiliates Program at any time.

3. Aptus Trademarks

You may use the Aptus and Automatic Investor Trademarks, links and images (the "Marks") solely for the purpose authorized by Aptus. You may not modify the Marks, links and images.

4. Your Responsibility

New Terms and Conditions will be posted in the Membership Agreement from time to time. It is your responsibility as the Associate to ensure that all changes to the Membership Agreement are adhered to.

You agree to indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to or arising out of your responsibilities stated in this Agreement.

Except as provided herein, you agree that you have no rights, title or interest in or to the Marks, the message, or other images. You agree not to apply for registration of any of the Marks (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of any Aptus Mark. Members acknowledge and agree that their web site information (name, URL, traffic counts, etc.) may be used by Aptus. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. Members agree to allow Aptus to use their Names in Aptus promotional materials. Anyone found in deliberate violation of these terms and conditions is subject to expulsion from the Aptus Affiliates Program.

5. Referral Fees, Fee Schedule and Fee Payment

For every new customer who purchases the Automatic Investor product at its suggested retail price through your unique ID encoded URL and registers with Aptus by requesting an unlock code (a "Qualified Registrant"), Aptus will pay you a referral fee. Only one referral fee will be paid per new customer.

If in any calendar month you refer 10 (ten) or more Qualified Registrants, we will pay you a total of $75.00 US for each Qualified Registrant you referred in that calendar month. If in any calendar month you refer less than 10 (ten) Qualified Registrants, we will pay you a total of $50.00 US for each Qualified Registrant you referred in that calendar month.

Qualified Registrants exclude all existing and currently registered customers of Aptus. Please note that we will only pay Referral Fees on registrations by Qualified Registrants to the owner of the first unique ID encoded URL used by the new customer.

We will pay you Referral Fees on a quarterly basis. However, if the Referral Fees payable to you for any calendar quarter are less than $250.00 US, we will hold these Referral Fees until the total amount due is at least $250.00 US or (if earlier) until this Agreement is terminated.

Any Customers who purchase the Automatic Investor Software through this Affiliate Program will be deemed to be customers of Aptus, and accordingly, all Aptus rules, policies, and operating procedures will apply to those customers. We will determine the prices charged for the Automatic Investor software provided to users under this Program in accordance with our own pricing policies. Aptus, at its sole discretion, may change our rules, policies, operating procedures, services offered, pricing and referral fees at any time without prior notice.

6. Fraud

If Aptus determines in its sole discretion that you are using our Affiliate program in a fraudulent manner, Aptus reserves the right to refuse payment for any members sent to us via you.

In order to determine fraudulent use, Aptus will consider your marketing tactics, or any other information that Aptus deems appropriate.

7. Reporting

You will receive an email on a quarterly basis detailing your sales, earnings and other information.

8. Promotion & Publicity

You are welcome to promote your own web sites, but naturally any promotion that mentions the Aptus Site or any Aptus service, could be perceived by the public or the press as a joint effort. As such, certain forms of advertising are always prohibited by Aptus. For example, advertising commonly referred to as "spamming" is prohibited by Aptus. Other generally prohibited forms of advertising include the use of unsolicited commercial e-mail (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return e-mail address.

We require written consent for any promotion that mentions the Aptus Site, Automatic Investor or any Aptus service. However, subject to your obtaining our written consent, we generally approve mailings to customers to promote Aptus software and services so long as the recipient of the mailing is already a customer or subscriber of your services, and recipients have the option to remove themselves from future mailings. Also, newsgroups postings to promote Aptus software and services are generally approved by Aptus so long as the news group specifically welcomes commercial messages. In all cases, you must always clearly represent yourself and your web sites as independent from Aptus.

You grant to us a non-exclusive license to use your names, titles, and logos to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

9. Terms and Termination

The terms of this Agreement will begin upon our acceptance of your Program application packet and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party five (5) days written notice of termination. You are only eligible to earn referral fees on Qualifying Registrations occurring during the term of this Agreement. Your final payment will be distributed to you forty-five (45) days after the end of calendar quarter in which this Agreement has been terminated.

Aptus reserves the right to terminate this Agreement with no notice to you if we determine that your use of our Affiliates program is for fraudulent purposes as described in Section 6. Upon termination of this Agreement by either party you shall immediately cease your use of all Marks and offering access to Aptus.

10. Relationship of Parties

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Aptus. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that reasonably would contradict anything in this Section.

11. 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 the execution, operation or performance of this Agreement or the operation of the Program, regardless of whether we were informed or had direct or imputed knowledge of the possibility of such damages or loss in advance.

Further, our aggregate liability arising with respect to the execution, operation or performance of this Agreement or the operation of the Program will not exceed the total referral fees paid or payable to you under to this Agreement. This Section in no way limits Aptus's recovery of indirect, special or consequential damages from you, the Affiliate, for your breach of any section of this Agreement.

12. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any software or services sold through the Program (including, without limitation, warranties of fitness for a particular purpose, 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 the Aptus site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

13. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

14. Miscellaneous

Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and understandings relating to the subject matter of this Agreement and that all modifications to this Agreement must be made in writing, signed by both parties except as otherwise provided herein.

Neither party may assign or transfer any of the rights, duties or obligations herein to any party (except to an affiliated company, or a successor in interest in the event of a merger, sale of assets of the business to which this Agreement is related or consolidation) without the prior written consent of the other party and any purported attempt to do so will be null and void.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement will be governed by the laws of Canada and the Province of British Columbia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in Vancouver, British Columbia, and you irrevocably consent to the jurisdiction of such courts.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.