IN ORDER TO BE AN AUTHORIZED MEMBER OF THE NETWORK, YOU MUST AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS NETWORK MEMBERSHIP AGREEMENT. WE ASK THAT YOU PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING AND USING THE MOPEDSONLINE.COM, INC AFFILIATE NETWORK. FEEL FREE TO CONTACT US WITH ANY QUESTIONS AT affiliate@mopedsonline.com. BY CLICKING ON THE "ACCEPT" BUTTON AND USING THE MOPEDSONLINE.COM, INC AFFILIATE NETWORK YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND ITS TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT
THIS AGREEMENT, DO NOT USE THE MOPEDSONLINE.COM, INC AFFILIATE NETWORK.

NETWORK MEMBERSHIP AGREEMENT FOR SITE OWNERS

This Network Membership Agreement (the "Agreement") is made by and between MopedsOnline.Com, Inc., and you, as a site owner participant in
The MOPEDSONLINE.COM, INC AFFILIATE NETWORK ("You" or "Partner").

BACKGROUND

A.      MopedsOnline.Com, Inc. licenses a software product called Aff_Manager which allows World Wide Web ("Web") site owners to collaborate in the marketing of goods and services on the Web.
B.      MopedsOnline.Com, Inc. operates The MOPEDSONLINE.COM, INC AFFILIATE NETWORK which is a service that is used in conjunction with the Aff_Manager software to facilitate electronic commerce and the building of business relationships on the Web.
C.      You wish to participate in Offers (as hereinafter defined) posted on The MOPEDSONLINE.COM, INC AFFILIATE NETWORK (the "Service"). You do not work for, nor do you constitute, a government agency or body.

TERMS AND CONDITIONS

In consideration of the promises set forth below, we agree as follows:

1.      Limited License.

1.1    MopedsOnline.Com, Inc. grants to You a personal, nonsublicensable, nonexclusive license to participate in the Service. Title to and ownership of the Service shall be and at all times remain in MopedsOnline.Com, Inc.
1.2 As part of the Service, You will have access to information, communications, software, photos, text, video, graphics, images and other material and services posted onto the Service by MopedsOnline.Com, Inc., You and other participants (collectively, "Content"). MopedsOnline.Com, Inc. grants to You a personal, nonsublicensable, nonexclusive license to download one copy of that Content from the Service to a single computer for purposes of viewing and browsing through the Content or to create a Qualifying Link (as hereinafter defined) or except as otherwise specified by MopedsOnline.Com, Inc.. All other use of the Content, including but
not limited to, modification, publication, transmission, participation in the
transfer or sale of, reproduction, creation of derivative works from,
distribution, performance, display, incorporation into another Web site,
mirroring the Service, or in any other way exploiting any of the Content, in
whole or in part, is prohibited without first obtaining MopedsOnline.Com, Inc.'s consent.

2. The Service.

2.1 In consideration of your compliance with the terms and conditions of this Agreement, MopedsOnline.Com, Inc. agrees to provide the Service to You. Use of the Service constitutes Your agreement with the terms and conditions of this Agreement. You shall not rent, sell, lease or otherwise transfer the Service for the benefit of a third party and You will not utilize the Service in a manner that violates applicable laws of Your jurisdiction. You do not work for, and do not constitute, a government agency or body.

2.2 MopedsOnline.Com, Inc. reserves the right, at its discretion, to change,
modify, add or remove portions of this Agreement at any time. Notification
of the changes in the Service or this Agreement will be posted on The
MOPEDSONLINE.COM, INC AFFILIATE NETWORK, or sent via e-mail, or postal mail. MopedsOnline.Com, Inc. may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database or content. MopedsOnline.Com, Inc. may also impose limits on certain features and services or restrict Your access to parts or all of the Service without notice or liability.

2.3 IF THESE OPERATING RULES OR ANY FUTURE CHANGES ARE NOT ACCEPTABLE TO YOU OR CAUSE YOU NO LONGER TO BE IN COMPLIANCE WITH THIS AGREEMENT, YOU MAY REMOVE YOURSELF FROM THE MOPEDSONLINE.COM, INC AFFILIATE NETWORK BY SENDING AN E-MAIL TO
affiliate@mopedsonline.com. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THESE OPERATING RULES, WILL CONSTITUTE A BINDING ACCEPTANCE BY YOU OF SUCH RULES, CHANGES OR MODIFICATIONS.

2.4 As part of the Service You will be entitled to act as a participant that
advertises and links (a "Partner") to a participant's site that sells products
and/or services (a "Merchant"). Your right to use the Service is subject to any limits established by MopedsOnline.Com, Inc. in its sole discretion.

2.5 Participating Merchants will be entitled to post on the Service offers and
counter-offers to pay Partners a specified commission in return for certain
advertising services leading to a Qualifying Link (collectively, "Offers"). As
a Partner, You will be entitled to counter and accept Offers (collectively,
"Responses"). You understand and agree that any Offer or Response you post on the Service shall be binding.

2.6 Provided that a Merchant uses the Aff_Manager software correctly
and You install a link coded in accordance with the documentation provided by MopedsOnline.Com, Inc., for each sale of products or services (a "Transaction") to ultimate purchasers ("Customers") MopedsOnline.Com, Inc., once a Qualifying Link has been achieved, will notify You quarterly the commission due to You.

2.7 A "Qualifying Link" is a link from Your site to MopedsOnline.Com's site using a URL provided by MopedsOnline.Com, Inc. for use in Service if it is the last link to the Merchant's site that the Customer uses during a Session where a sale of a product or a service to that Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with MopedsOnline.Com's site via a link from the Partner's site and terminating when the Customer either returns to the Merchant's site via a link from a site other than Your site or the agreements between You and other participants ("Engagements") expires or is terminated. All determinations of Qualifying Links and the commissions and other payments due will be made by MopedsOnline.Com, Inc. and will be final and binding on You.

3.      Telephone Support.

MopedsOnline.Com, Inc. does not provide phone support, but will provide acceptable email support for the Service.

4.      Payments.

MopedsOnline.Com, Inc. reserves the right to charge for any services available on The MOPEDSONLINE.COM, INC AFFILIATE NETWORK which You request in addition to the Service provided. In the event that MopedsOnline.Com, Inc. so elects, it shall post a notice at the "Login" entry point to the Service or another appropriate location on MopedsOnline.Com, Inc.'s Web site.

6.      Registration and Engagement Terms.

6.1    As part of the registration process, You will select a password and a user name. You shall provide MopedsOnline.Com, Inc. with accurate, complete and updated registration information. You may not select a screen name of another person with the intent to impersonate that person.

6.2    You agree that MopedsOnline.Com, Inc. may rely on any data, notice, instruction or request furnished to MopedsOnline.Com, Inc. by You which is reasonably believed by MopedsOnline.Com, Inc. to be genuine and to have been sent or presented by a person reasonably believed by MopedsOnline.Com, Inc. to be authorized to act on Your behalf. You shall notify MopedsOnline.Com, Inc. at affiliate@mopedsonline.com of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your password. You shall be responsible for maintaining the confidentiality of Your password and you are responsible for all usage and activity on Your account, including use of the account by a third party authorized by You to use Your account. Any fraudulent, abusive or
otherwise illegal activity may be grounds for termination by MopedsOnline.Com, Inc. and referral to the appropriate law enforcement agencies.

6.3 MopedsOnline.Com, Inc. reserves the right to send e-mail to You for the purposes of informing you of applicable Offers, changes or additions to the Service or any MopedsOnline.Com, Inc. related products and services.

7.      Submitting Information.

7.1 You represent to MopedsOnline.Com, Inc. that all Content you upload to the Service is solely owned by You or provided by You with the express authority of the owners, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights). By submitting Content to any "Public Area" (e.g. public chat rooms, bulletin boards, etc.) You automatically grant to MopedsOnline.Com, Inc. a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, sell, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Content. Although MopedsOnline.Com, Inc. provides some encryption to protect certain personal information which is transmitted, You understand that Your uploads and transmissions may be intercepted and used, and that all the risk associated therewith is solely Yours.

7.2 You shall not upload to, or distribute or otherwise publish through the
Service any Content which is libelous, defamatory, obscene, pornographic,
abusive, or otherwise violates any law. As MopedsOnline.Com, Inc. does not and cannot review every message posted by You, You shall remain solely responsible for the content of Your messages.

7.3 MopedsOnline.Com, Inc. reserves the right to disclose information about sales and usage generated by the Service in forms that do not reveal Your personal identity.

8.      Unsolicited Submissions.

8.1    MopedsOnline.Com, Inc. welcomes comments regarding the Service. However, MopedsOnline.Com, Inc.'s policy is not to accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. We hope that You will understand that it is the intent of this policy to avoid misunderstandings when projects developed by MopedsOnline.Com, Inc.'s very productive staff are similar to someone else's creative work. Accordingly, You agree not to send any such ideas to
MopedsOnline.Com, Inc.. MopedsOnline.Com, Inc. requests that You be specific in Your comments on the Service and not submit any creative ideas, suggestions or materials.

8.2 If, despite the above, You send us creative suggestions, ideas, notes,
drawings, concepts or other information (collectively "Information"), the
Information shall be deemed, and shall remain, the property of MopedsOnline.Com, Inc.. None of the Information shall be subject to any obligation of confidentiality on the part of MopedsOnline.Com, Inc. and MopedsOnline.Com, Inc. shall not be liable or owe any compensation for any use or disclosure of the Information.

9.      Proprietary Information.
You acknowledge that, in the course of using the Service you will obtain
information relating to the Service and/or to MopedsOnline.Com, Inc. ("Proprietary In formation"). Such Proprietary Information shall belong solely to MopedsOnline.Com, Inc. and includes, but is not limited to, the features and mode of operation of the Service. In regard to this Proprietary Information You agree not to use (except as expressly authorized by this Agreement) or disclose Proprietary Information
without the prior written consent of MopedsOnline.Com, Inc., or unless such Proprietary Information becomes part of the public domain without breach of this Agreement by You.

10.    Limitation Of Remedies And Liability.

11.1    THE MAXIMUM AGGREGATE LIABILITY OF MopedsOnline.Com, Inc. WITH RESPECT TO THE SERVICE, YOUR USE AND THE RESULTS OF YOUR USE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT
OR, IF REPLACEMENT IS INADEQUATE AS A REMEDY OR, IN MopedsOnline.Com, Inc.'S OPINION, IMPRACTICAL, TO A REFUND OF PAYMENTS RECEIVED FROM YOU DURING THE THIRTY DAY PERIOD PRIOR TO THE DATE THE LIABILITY AROSE. IF THE SERVICE OMITS ANY OF YOUR
INFORMATION OR IF YOUR INFORMATION CONTAINS ERRORS, YOUR SOLE REMEDY FOR SUCH ERROR AND OMISSION SHALL BE FOR MopedsOnline.Com, Inc. TO CORRECT SUCH ERRORS OR OMISSIONS.

11.2    MopedsOnline.Com, Inc. SHALL NOT BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE MopedsOnline.Com, Inc.
WEBSITE, SERVICE OR ANY INFORMATION PROVIDED ON MopedsOnline.Com, Inc.'S WEBSITE OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF MopedsOnline.Com, Inc. OR A MopedsOnline.Com, Inc. AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEBSITE OR ANY HYPERLINKED WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MopedsOnline.Com, Inc.'S LIABILITY IS LIMITED TO THE GREATEST EXTENT
PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

11.3    The obligations of MopedsOnline.Com, Inc. are solely corporate obligations, no affiliate, stockholder, director, officer, employee, consultant or agent of MopedsOnline.Com, Inc. shall be subject to any personal liability whatsoever to You or any of its affiliates, stockholders or creditors or any other person or entity, nor will any such claim be asserted (directly, derivatively or otherwise) by or on behalf of You or any of Your successors and assigns.

12.    Termination.

12.1    You may terminate Your account at any time by sending an e-mail to
affiliate@mopedsonline.com. Upon termination, your access to the Service will be suspended within ten (10) days. You are responsible for all actions and charges incurred up to the time that the account is deactivated.

12.2    MopedsOnline.Com, Inc. may, in its sole discretion, terminate or suspend Your access to all or part of the Service for any reason, including without limitation, breach of this Agreement, or assignment of this Agreement by You.

12.3    Upon termination, You shall no longer be entitled to use the Service and the licenses granted hereunder shall terminate and You shall immediately return or destroy all Proprietary Information, but the terms of this Agreement will otherwise remain in effect.

13.    Nonassignability.

Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect. MopedsOnline.Com, Inc. may assign this Agreement to any successor, affiliate or assign.

14.    Controlling Law and Severability.

The Service is controlled and operated from its offices within the State of Florida. This Agreement shall be governed by and construed in accordance with the laws of the Florida, without regard to its conflict of law provisions.
In the event of any dispute concerning the Service, or any matter related to
this Agreement, You agree that the litigation shall be in state or federal
courts in Fort Lauderdale. In the event that any of the provisions of this
Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

15.    Entire Agreement.

This Agreement constitutes the entire agreement between MopedsOnline.Com, Inc. and You pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly cancelled. Any modifications of this Agreement must be in writing and signed by both parties hereto.

16.    Export.

You shall not remove or export from the United States or reexport from anywhere any part of the Service or any direct product thereof to Cuba, Libya, North Korea, Iran, Iraq or Rwanda or to any Group D:1 or E:2 country (or any national of such country) specified in the then current Supplement No. 1 to part 740 of the U.S. Export Administration Regulations (or any successor supplement or regulations) or otherwise except in compliance with and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce.

17.    BASIS OF BARGAIN.

EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND
IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

18. Force Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

19.          Jurisdictional Issues

Information MopedsOnline.Com, Inc. publishes on the Web may contain references or cross references to MopedsOnline.Com, Inc.'s products, programs and services that are not announced or available in your country. Such references do not imply that MopedsOnline.Com, Inc.
intends to announce such products, programs or services in your country. Except as described otherwise, all materials in MopedsOnline.Com, Inc.'s site are made available only to provide information about MopedsOnline.Com, Inc.. MopedsOnline.Com, Inc. controls and operates its site from its offices in the state of Florida, United States of America and
makes no representations or warranties that these materials are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. If you use MopedsOnline.Com, Inc.'s site from other locations, you are responsible for compliance with applicable local laws. Any claim relating to the materials in the MopedsOnline.Com, Inc. website shall be governed by the internal substantive laws of the state of Florida.

Official Correspondence must be sent via postal mail to:
2508 Andora Place, Hollywood, FL. 33025, USA. Other product and company names mentioned herein may be the trademarks of their respective owners.

Copyright ? 2001 MopedsOnline.Com, Inc.. Any rights not expressly granted herein are reserved.

Should You have any questions concerning this Agreement contact MopedsOnline.Com, Inc. at affiliate@mopedsonline.com