AFFILIATE AGREEMENT
This Agreement contains the complete terms and conditions that apply to a party's participation as an affiliate in the Affiliate Program (the "Program") of BBS Network, Inc. (DBA: BBS Radio), a Nevada corporation. As used in this Agreement, "we" means BBS Network, Inc. ("Merchant) and "you" ("Partner") means the applicant party, (each referred to herein as a "Party" and collectively as the "Parties").

BACKGROUND
Whereas Partner owns, licenses and provides certain services via the Internet through a Web site owned and operated by Partner, ("Partner Site"), and Whereas, Merchant provides certain services and sells certain products via the Internet through a Web site owned and operated by Merchant currently located at www.BBSRadio.com. (the "Merchant Site"); and Whereas, the Partner and Merchant each desires to enter into a strategic affiliate relationship to promote the Merchant Site to users of the Partner Site (the "Partner Users") on the terms and subject to the conditions set forth herein and in exchange for the consideration recited herein, which shall govern advertising and commission arrangements between Partner and Merchant which result from their participation.

ENROLLMENT IN THE PROGRAM
You may Join the Program to start. We may reject your application if we determine, in our sole discretion, that your Web site is not suitable for the Program for any reason, including but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethnically or otherwise objectionable, which by way of example only, contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence (which may include certain types of game sites), (iv) content related to liquor, tobacco, firearms, drugs, gambling, crime or death, (v) politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political content (e.g. lobbyists, political campaigns) or (vi) any unlawful behavior or conduct. If we reject your application, you may reapply to the Program at any time. However, we may, at our discretion, permanently bar you from participation in the Program if your Site or business is inconsistent with our objectives or the operation of our Program. If we do so, we will inform you of our decision.

TERMS AND CONDITIONS
In consideration of the promises set forth below, the parties agree as follows:

1. Offers and Engagements.
1.1 At any time Merchant may with or without notice (a) change, suspend, revoke, or discontinue any aspect of an Offer or an Engagement or this Agreement or (b) remove, alter, or modify any graphic or banner ad submitted by Merchant for an Offer or an Engagement. Partner agrees to promptly implement any request from Merchant to remove, alter or modify any graphics, trademarks, banner ads, or logos submitted by Merchant that is being used by Partner as part of an Engagement.

2. Partner's Responsibilities.
2.1 For the purposes of this Agreement, a "Link" shall be defined as a hyperlink, button, banner or other user interface established within one Web site to another Web site through which users of the first Web site can access the second Web site. Partner will link its site to areas within Merchant's site using Links to the Merchant Site in accordance with the special URLs specified in the Engagement (the "Required URLs), as may be amended from time to time by Merchant. To the extent Merchant chooses to add a Required URL, Partner shall add a corresponding Link to the Merchant Site within ten (10) business days of Partner's receipt of notice thereof from Merchant. Partner may post as many links to the Required URLs as it likes on the Partner's Site. The position, prominence and nature of the Links on the Partner's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Partner. All links that you will use in the Program will be provided to you from Merchant.

2.2. Partner agrees not to make any representations, warranties or other statements concerning Merchant, Merchant's site, any of Merchant's products or services, or Merchant's site policies, except as expressly authorized by the Engagement.

2.3. Partner is responsible for notifying Merchant of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Partner.

3. Commissions.
3.1. Merchant agrees to pay Partner the commission specified in the Agreement if Merchant sells to a visitor to Merchant's site (a "Customer") a product or service that is the subject of the Agreement and if that Customer has accessed Merchant's site and purchased the product or service via a Qualifying Link. The Partner Revenue Share shall not include any refunds, chargebacks, bad debt, taxes or shipping and handling costs, which amounts shall be automatically deducted therefrom. In no event will Partner receive any compensation for purchases made on the Merchant Site which do not originate directly (in each instance) through a Qualifying Link on the Partner Site to the Merchant Site. In no event will Partner receive any compensation for purchases made on the Merchant Site that are rejected by Merchant due to and not limited to, fraud or cancellations, or do not comply with the any reasonable requirements that we established as a condition of sale. Merchant shall only pay commissions on shipments, less taxes, shipping and handling, to residents of the U.S., and to addresses within the U.S. only.

3.2. A "Qualifying Link" is a link from Partner's site to Merchant's site using one of the Required URLs or any other URL provided by Merchant for use 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 Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Merchant'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 Partner's site or the Engagement expires or is terminated.

3.3. Merchant shall have the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers shall be between Merchant and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by Merchant according to the tracking services of the Yahoo Link-Share Program and will be final and binding on both Merchant and Partner. Prices for the products will be set by Merchant in its sole discretion.

3.5. Merchant will not pay commissions on any orders that are not placed through the Yahoo Shopping Cart (Yahoo Order, Processing andTracking System) including paypal orders, online check orders and mailed in orders.

4. Ownership and Licenses.
4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

4.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Agreement, on Partner's site solely for the purpose of creating links from Partner's site to Merchant's. Except as expressly set forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Partner may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Partner shall not, without prior written authorization from Merchant, (i) display any Web pages of the Merchant Site except as otherwise provided in this Agreement; (ii) cache, store or copy any portion of the Merchant Site; (iii) modify or alter any pages of the Merchant Site, including, without limitation, by removing any proprietary rights notices on the Merchant Site; (iv) frame any portion of the Merchant Site in conjunction with any materials that violate or infringe any right of any third party or in conjunction with any materials which Merchant, in its sole discretion, deems objectionable. Furthermore, upon Merchant's request, Partner shall immediately remove from the Partner Site any Link to the Merchant Site which is displayed on a page which Merchant, in its sole discretion, deems objectionable.

5. Termination.
5.1. Either Party may terminate this Agreement at any time, for any reason, provided that it provides at least five days' prior written notice of such termination to the other Party.

6. Representations.
6.1. Each Party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other Party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Cross-Indemnification.
7.1. Each Party hereby agrees to indemnify, defend and hold harmless the other Party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

8. Limitation of Liability.
8.1. In no event shall either Party be liable to the other Party for any direct, indirect, special, exemplary, consequential or incidental damages arising from or in connection with this Agreement, even if informed of the possibility of such damages. In no event will the Aggregate Liability of Merchant exceed the total undisputed commissions due and owingPartner hereunder.

9. General.
9.1. Each Party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

9.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Merchant's headquarters to the attention of Merchant's legal department.

9.3. This Agreement may be agreed to in more than one counterparts, each of which together shall form one and the same instrument. The Parties agree that execution may be achieved in any format convenient to the Parties.

9.4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.