This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the Affiliate Program operated at
this website by eFulfillment Partners(tm).  As used in this Agreement, "we"
means eFulfillment Partners and its parent* or affiliate companies and
"you" means the applicant. "Site" means a World Wide Web site and,
depending on the context, refers to any the URLs associated with us or
this affiliate program, or to any site that you will link to our site (and
which you will identify in your Program application).

1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program
application via one of our sites. We will evaluate your application in
good faith and will notify you of your acceptance or rejection. We may
reject your application if we determine (in our sole discretion) that your
site is unsuitable for the Program. Unsuitable sites include those that:

-> promote violence
-> promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age
-> promote illegal activities
-> include any brand associated or affiliated with eFulfillment Partners,
or clients, or variations or misspellings thereof in their domain
top-level domain name (e.g., ".com", ".net", etc.), e-mail addresses,
printed materials, or other  representations to the public. 
-> otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply to the Program
at any time. If we accept your application and your site is thereafter
determined (in our sole discretion) to be unsuitable for the Program, we
may terminate this Agreement.

2. Links on Your Site
Once you have been notified that your site has been accepted into the
Program, we will provide you with an Affiliate Link URL. This URL will
point to a series of Web pages, which constitute an affiliate Web site
(Affiliate Web Site), designed by us.

Utilizing Our Links on Your Site. 
As an affiliate site, we will make available to a text link to the
Affiliate Web Site. In utilizing the Link, you agree that you will
cooperate fully with us in order to establish and maintain such Links or
Links. A Link may only be modified and/or expanded with our consent. Each
Link connecting users of your site to our site will in no way alter the
look, feel or functionality of the Affiliate Web Site we have provided
you. We have the right in our sole discretion to monitor your site at any
time and from time to time to determine if you are in compliance with the
terms of this Agreement. You may add content hosted on the server hosting
your URL (for instance, an introductory home page), but you may not add,
alter, or modify any aspect of the Affiliate Web Site provided by us.

3. Order Processing
eFulfillment Partners will process orders placed by customers who follow
Affiliate Links from your site to our site. We reserve the right to reject
orders that do not comply with any requirements that we may establish
periodically. We will be responsible for all aspects of order processing
and fulfillment. Among other things, we will prepare order forms, process
payments, and handle customer service. We will track sales made to
customers who purchase a phonecard by using Affiliate Links from your site
to our site and will make available to you reports summarizing this sales
activity. The form, content, and frequency of the reports may vary from
time to time in our discretion.

4. Referral Fees
We will pay you (in accordance with terms below) referral fees on
phonecard sales to third parties. For a sale to be eligible to earn a
referral fee, the customer must follow an Affiliate Link from your site to
our site, select and purchase the phonecard using our automated ordering
system, accept delivery of the phonecard, and remit full payment to us.
You may not: (a) directly or indirectly offer any person or entity any
consideration or incentive (including, without limitation, payment of
money (including any rebate), or granting of any discount or other
benefit) for using Affiliate Links on your site to access our site (e.g.,
by implementing any "rewards" program for persons or entities who use
Affiliate Links on your site to access our site); (b) read, intercept,
record, redirect, interpret, or fill in the contents of any electronic
form or other materials submitted to us by any person or entity; (c) in
any way modify, redirect, suppress, or substitute the operation of any
button, link, or other interactive feature of our site; (d) you may not,
in any way, represent to a third party that you are responsible for any of
the aspects of the Affiliate Relationship which we in fact provide. If we
determine, in our sole discretion, that you have engaged in any of the
foregoing activities, we may (without limiting any other rights or
remedies available to us) withhold any referral fees otherwise payable to
you under this Agreement and/or terminate this agreement.

5. Referral Fee Schedule
The current referral fee schedule is:
-> 10% of the total sales amount of each phonecard order made at
eFulfillment Partners's sites via the Affiliate Link.
-> 1% of the total sales amount of each mobile phone, airtime recharge, or
mobile-related product order made at eFulfillment Partners's sites via the
Affiliate Link.
Plus,
-> 2% of the total sales amount of each phonecard order made at any
eFulfillment Partners affiliate who has joined our affiliate program via
your Affiliate Link.
-> No sub-affiliate Commisssion's are payable on mobile phones, airtime
recharges, or mobile-related product orders.

For instance: If phone card orders totaling $10,000 are made via your
Affiliate Link, you will receive a commission of $1,000. In addition, you
will receive a 2% commission on the orders made through third-party's
Affiliate Links if those third-parties have joined eFulfillment Partners's
affiliate program through your Affiliate Link. As an example, if 10 sites
join eFulfillment Partners affiliates by following the "Join Affiliates"
link from your Affiliate Web Site, each of which have orders totaling
$10,000 (for a total of $100,000 among them), you will receive 2%, or a
$2,000  commission for those orders, in addition to commissions you
generate through direct sales from your Affiliate Link.

6. Referral Payment
We will pay you referral fees and bonuses on a quarterly basis.
Approximately 30 days following the end of each calendar quarter, we will
send you a check for the referral fees and bonus earned on: a) phonecard
sales that were purchased as a result of direct orders from your Affiliate
Link, and b) phonecard sales that were made by eFulfillment Partners
Affiliates that joined our program via your Affiliate Link. However, if
the referral fees and bonus payable to you for any calendar quarter are
less than $50, we will hold payment until the total amount due is at least
$50 or (if earlier) until this Agreement is terminated. In calculating
referral fees, we will deduct any fees from the prior quarter which were
paid where the product that generated the referral fee is returned by 
customer. If there is no subsequent payment, we will send you a bill for
the unearned referral fee.

7. Policies and Pricing
Customers who buy phonecards through this Program will be deemed to be
customers of eFulfillment Partners Accordingly, all eFulfillment Partners
rules, policies, and operating procedures concerning customer orders,
customer service, and phonecard sales will apply to those customers. We
may change our policies and operating procedures at any time. For example,
we will determine the prices to be charged for phonecards sold under this
Program in accordance with our own pricing policies. Product prices and
availability may vary from time to time. We will use commercially
reasonable efforts to present accurate information, but we cannot
guarantee the availability or price of any particular product.

8. Identifying Yourself as an Associate
We will make available to you the Affiliate Link to your Affiliate Web
Site. That site may include the phrase "In association with eFulfillment
Partners," or a similar phrase indicating your affiliation with one of our
d/b/a identities, or a logo indicating the same, somewhere on the site. We
may modify the text or graphic image of this notice from time to time. You
may not make any press release with respect to this Agreement or your
participation in the Program without our prior written consent, which may
be given or withheld in our sole discretion. In addition, you may not in
any manner misrepresent or embellish the relationship between us and you,
or express or imply any relationship or affiliation between us and you or
any other person or entity except as expressly permitted by this Agreement
(including by expressing or implying that eFulfillment Partners supports,
sponsors, endorses, or contributes money to any charity or other cause).

9. Limited License
We grant you a nonexclusive, revocable right to use the Affiliate Link,
the graphic image and text described in Section 8 and such other images
for which we grant express permission, solely for the purpose of
identifying your site as a Program participant and to assist in generating
Product sales. You may not modify the graphic image or text, or any other
of our images, in any way without our prior consent. We reserve all of our
rights in the graphic image and text, any other images, our trade names and
trademarks, and all other intellectual property rights. You agree to follow
our Trademark Guidelines, as those guidelines may change from time to time.
We may revoke your license at any time by giving you written notice.

10. 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.
For example, you will be solely responsible for:

-> the technical operation of your site and all related equipment 
-> adding the buttons, links, and any other information proper under this
agreement to your site.
-> the accuracy and appropriateness of materials posted on your site
(including, among other things, all product-related materials)
-> ensuring that materials posted on your site do not violate or infringe
upon the rights of any third party (including, for example, copyrights,
trademarks, privacy, or other personal or proprietary rights)
-> ensuring that materials posted on your site are not libelous or
otherwise illegal.  

We disclaim all liability for these matters. Further, you will indemnify
and hold us harmless from all claims, damages, and expenses (including,
without limitation, attorneys' fees) relating to the development,
operation, maintenance, and contents of your site.

11. Prohibition on Unsolicited Commercial E-mail (No Spam)
As eFulfillment Partners affiliate, you agree to abide by the CAN SPAM ACT
of 2003 (http://www.spamlaws.com/federal/can-spam.shtml). Failure to comply
with this act will result in the immediate termination of an affiliate's
relationship with us, per section 12 below, including forfeiture of
affiliate's commissions receivable.  Violations shall be determined to
have occurred at the sole discretion of eFulfillment Partners.  View a
summary (http://www.spamlaws.com/federal/summ108.shtml#s877) of this act's
major provisions.

12. Pay Per Click (PPC) & Paid Inclusion (PI) Advertising
You agree not to use our trademarks (or a derivation of a trademark, or
any other word or term that is likely to cause confusion regarding its
affiliation with us) as the “Display URL” for any of your
advertisements. Examples of these include, but are not limited to:
“SpeedyPin.com”, “www.speedypin.com”, “www.speedy-pin.com”,
“www.speedypins.com”, “www.speeedypin.com”, or
“www.speedypincom.com”. We may, in our sole discretion, modify this
list from time to time to include any other word or phrase. You may bid on
keyword strings such as "phone cards", "calling cards", "philippines phone
cards", “vietnam calling cards”, and other keywords thematic with
selling/promoting our prepaid products and services. You may not include
third party trademarks in ad titles or ad copy, including keywords that
would be considered to be a trademark infringement. You may only use
SpeedyPin or derivations of our trademark in your ad titles and ad copy. 

13. Prohibition on Software to Interfere with Referrals (Parasiteware)

You may not employ software to interfere with, or redirect, referrals of
another affiliate.  This prohibition includes, but is not limited to, the
use of downloadable applications to promoting its Affiliate Link URL.  

You may not interfere with or seek to improperly influence the referral of
a potential customer or visitor to the Web site of another affiliate or one
of eFulfillment Partners's Web sites.  This includes the use of technology
to alter or replace the Affiliate Link URL or other tracking identifier of
any affiliate or eFulfillment Partners's Web sites, with the identification
of another affiliate.  No affiliate may otherwise intercept or redirect an
end-user from being referred through the URL or links of any affiliate, or
1st-USA.com Phonecards, Inc.

You may not use passive or invisible methods to generate referrals.  All
referrals must be initiated by an affirmative end-user action.

You may not employ technology to promote its Affiliate Link URL that
alters, changes, substitutes, or modifies the content of another
affiliate's or 1st-USA.com Phonecard, Inc.'s Web sites.

If we determine, in our sole discretion, that you have engaged in any of
the foregoing activities, we may (without limiting any other rights or
remedies available to us)withhold any referral fees otherwise payable to
you under this Agreement and/or terminate this Agreement.

14. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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 written notice of termination. Upon the termination of
this Agreement for any reason, you will immediately cease use of, and
remove from your site, all links to our site, and all eFulfillment
Partners trademarks, trade dress, and logos, the comprehensive site
provided by eFulfillment Partners, the Affiliate Link, and all other
materials provided by or on behalf of us to you pursuant hereto or in
connection with the Program. You are eligible to earn referral fees only
on our sales of phonecards that occur during the term, and referral fees
earned through the date of termination will remain payable only if the
related orders are not canceled or returned. We may withhold your final
payment for a reasonable time to ensure that the correct amount is paid,
or in the case of a violation of section 11 regarding unsolicited
commercial e-mail, any commission payable may be forfeit.

15. Modification
We may modify any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion, by posting a change notice or a new
agreement on our site. Modifications may include, for example, changes in
the scope of available referral fees, referral fee schedules, payment
procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU,
YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.  YOUR CONTINUED
PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR
NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE
CHANGE.

16. Relationship of Parties
You and we 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.

17. 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 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 Program will not exceed the total referral fees
paid or payable to you under this Agreement.

18. Disclaimers
We make no express or implied warranties or representations with respect
to the Program or any phonecards sold through the Program (including,
without limitation, warranties of fitness, 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. Customers purchasing phonecards through
your site are covered by the general retail phonecard warranty posted at
the website from which you linked to this affiliate application. The
comprehensive Web site provided through your Affiliate Link will include
these terms.

19. Confidentiality.
We may disclose to you certain information as a result of your
participation as part of the Affiliate Program, which information we
consider being confidential (herein referred to as "Confidential
Information"). For purposes 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; web site, business and financial information
relating to us; customer and vendor lists relating to us; and pricing and
sales information for us 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 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. 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.

20. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS
TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR
INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE
CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR
COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS
AGREEMENT.

21. Miscellaneous
This Agreement will be governed by the laws of the United States and the
state of California, without reference to rules governing choice of laws.
Any action relating to this Agreement must be brought in the federal or
state courts located in San Diego, California, and you consent irrevocably
to the jurisdiction of such courts. You may not assign this Agreement, by
operation of law or otherwise, without our prior written consent. Subject
to that restriction, this Agreement will be binding on, inure to the
benefit of, and be enforceable against the parties and their respective
successors and assigns. 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.

* eFulfillment Partners is a trademark and d/b/a of 1st-USA.com
Phonecards, Inc.