CitiFinancial Affiliate Agreement

THIS AGREEMENT sets forth the terms and conditions agreed to between CitiFinancial and you as an "Affiliate" in the CitiFinancial Affiliate Program (the "Affiliate Program"). Once accepted into the Affiliate Program an Affiliate can establish links from the Affiliate's Web site to citifinancial.com. In return, CitiFinancial pays to each Affiliate a fee for each personal loan application ("Application") completed through that Affiliate's site.

THIS IS A LEGAL AND CONTRACTUALLY BINDING AGREEMENT BETWEEN THE AFFILIATE AND CITIFINANCIAL. YOU APPLY BY COMPLETING AND SUBMITTING THE AFFILIATE APPLICATION AND BY CLICKING ON THE "I AGREE" BUTTON BELOW TO INDICATE YOUR WILLINGNESS TO BE BOUND TO CITIFINANCIAL BY THIS AGREEMENT. THIS AGREEMENT WILL TAKE EFFECT IF AND WHEN CITIFINANCIAL REVIEWS AND ACCEPTS YOUR APPLICATION AND GIVES YOU NOTICE OF ACCEPTANCE. BY SUBMITTING YOUR APPLICATION, AFFILIATE CERTIFIES THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH BELOW, AND THAT YOU ARE AUTHORIZED TO SUBMIT THIS APPLICATION BY THE NAMED AFFILIATE.

In connection with your participation in the Affiliate Program, you and CitiFinancial agree as follows:

1. Enrollment in the Affiliate Program. To apply for enrollment you must submit a complete "Affiliate Application" via the CitiFinancial Web site. CitiFinancial will evaluate your application and will notify you via e-mail of our acceptance or rejection of your application. CitiFinancial may reject your application in its sole discretion for any reason, including but not limited to a determination that your site is unsuitable for or incompatible with the Affiliate Program; that your site incorporates images or content that is any way unlawful, offensive, profane, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable; that your site facilitates illegal activity, promotes or depicts sexually explicit, obscene or pornographic images; promotes or depicts violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; that your site incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; or that your site contains or promotes politically sensitive or controversial issues (collectively "Restricted Content"). CitiFinancial also reserves the right to immediately terminate this Agreement in the event that any Restricted Content is incorporated on Affiliate's site after acceptance of your application and the commencement of the term of this Agreement. CitiFinancial may also immediately terminate this Agreement if the Affiliate's site is deemed unsuitable based on the criteria below:

• Promote illegal activities
  
• Manipulate key word searches on portals
  
• Misrepresent themselves as a CitiFinancial Web site by co-opting the visual "look and feel" of or text from CitiFinancial's site
  
• Otherwise violate intellectual property rights, including, without limitation, "scraping" text or images from CitiFinancial's Web site
  
• Do not clearly state an online privacy policy to its visitors
  
• Including CitiFinancial's name, links, ads, logos, trademarks, or other materials in an electronic message (e-mail) without obtaining the prior written approval of CitiFinancial as to the use of such name, links, ads, logos, trademarks, or other materials in the email, and the content contained therein
  
• Solicit or otherwise promote CitiFinancial or its products and services in any telemarketing campaign or other telephone solicitation without obtaining the prior, written approval of CitiFinancial to be included in such campaign or solicitation, including its approval of all scripts and offers involving CitiFinancial products and services used in such campaigns or solicitations
  
• Otherwise are considered offensive or inappropriate at CitiFinancial's discretion
  

2. Compensation (effective April 1, 2004). For each completed Application received through Affiliate's site, Affiliate will earn a commission calculated in accordance with the schedule of fees to be provided to Affiliate in a notice separate and apart from this Agreement ("Commission"). This notice will be provided to Affiliate via email, facsimile, regular mail, overnight delivery, or a posting at CitiFinancial's web site under the Affiliate Program. The manner of providing notice is solely at CitiFinancial's discretion, notwithstanding CitiFinancial's attempt to seek Affiliate's preference for the method of delivery.

Only completed Applications submitted through the CitiFinancial Web site, will qualify for a Commission ("Qualifying Sales" and more particularly set out in section 3 herein). Commission payments will be paid monthly and will be made from CitiFinancial to Affiliates approximately 60 days after the end of the month in question. The monthly payment will be reduced by the number of duplicate Applications received within 90 days from the original submission. The monthly Commission shall be an amount equal to the aggregate Commission on all Qualifying Sales for the month in question, less any and all applicable taxes. Calculations for the number of completed Applications begins on the 1st day of every month and ends on the last day of every month. Not withstanding the foregoing, if the aggregate Commission is less than $50, CitiFinancial will delay payment until the $50 threshold is reached by the Affiliate. The Commission rate and/or structure are subject to change at any time and, in CitiFinancial's sole discretion, without advance notice of such change. Once a change occurs, Affiliate will provided with a notice (containing the effective date of the change) in accordance with the terms of this Agreement when the Commission rate and/or structure change. If an Affiliate objects to a change in the Commission rate and/or structure, the Affiliate's sole recourse will be to exercise its rights to terminate this Agreement.

3. Qualifying Sales. Any completed Application for one of the loan products offered by CitiFinancial, will constitute a "Qualifying Sale" of a Product for purposes of determining Affiliate's Commission.

4. Term of this Agreement. The term of this Agreement will commence on the date that your Application as an Affiliate is approved by CitiFinancial and will end when terminated by either party. Either Affiliate or CitiFinancial may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail notice of termination. At the time of termination, any links to CitiFinancial's site must be removed immediately, and Affiliate immediately shall cease all use of CitiFinancial's name, links, logos, trademarks, ads, or other materials. Affiliate will continue to receive Commission payments for all completed Applications placed during the term of this Agreement.

5. Links. Affiliate agrees to place CitiFinancial's available links through the Affiliate's Web site and will properly code all links to CitiFinancial's Web sites in the manner specified by us. Affiliate is responsible for obtaining written approval from the CitiFinancial Affiliate Manager to link any or all other sites owned or managed by the Affiliate, other than the site that was approved at the time of original Application. Affiliate may select or remove such links, at any time without prior approval from CitiFinancial. Affiliate is also responsible for removing and/or informing CitiFinancial of potential stale links. Affiliate agrees to cooperate with CitiFinancial in establishing and maintaining such links.

6. Order Processing. CitiFinancial will be solely responsible for processing each order placed by a customer from Affiliate's CitiFinancial link. Order entry will use the CitiFinancial online Application process. CitiFinancial shall be responsible for administering Application forms and related customer service. All of the rules, operating procedures and policies of CitiFinancial regarding customer orders and accounts will apply to orders received through special links on Affiliate's CitiFinancial link. CitiFinancial reserves the right to reject any order in its sole discretion.

7. Tracking of Sales. CitiFinancial will be solely responsible for tracking sales made to customers who follow Affiliate's CitiFinancial links. Affiliate will be solely responsible for ensuring that its CitiFinancial links are formatted properly and maintained in a manner which allows CitiFinancial to track such sales. No Commission shall be paid if the Application cannot be tracked by CitiFinancial's system or if the customer accesses the CitiFinancial site through other than the Affiliate's CitiFinancial links. CitiFinancial will provide Affiliate with statements of Qualifying Sales activity at the time Commissions are paid.

8. Product Prices and Availability. CitiFinancial is solely responsible for determining the price charged for every Product sold under the CitiFinancial Affiliate Program. Product prices may vary from time to time for various reasons, including suppliers' price increases and special discounts offered by CitiFinancial. Affiliate may not specify Product prices on their Web sites. Product availability changes frequently, and CitiFinancial will present the best information available to it regarding Product availability. CitiFinancial cannot, however, guarantee the price of any Product.

9. CitiFinancial Customers. Customers who purchase Products through the CitiFinancial Affiliate Program are customers of CitiFinancial. Affiliate has no authority to make or accept any offer on behalf of CitiFinancial. All CitiFinancial policies regarding customer orders, including Product availability, pricing and problem resolution, will apply to these customers. Affiliate has no authority to make, and CitiFinancial is not responsible for, any representations made by Affiliate, which contradict these policies. Any information obtained from or regarding the customers will be held confidential indefinitely pursuant to the terms of Paragraph 17 herein.

10. Product Descriptions. Affiliate will only use Product descriptions provided or approved in writing by CitiFinancial.

11. Copyrighted Material. Affiliate is solely responsible for ensuring that its reviews and articles obey all applicable copyright and other laws. Generally, Affiliate must have express permission to use another party's copyrighted or other proprietary material. CitiFinancial is not responsible for Affiliate's improper use of another party's copyrighted or proprietary material. CitiFinancial reserves, in its sole discretion, with or without reason, the right to accept or reject an Application into the CitiFinancial Affiliate Program

12. Commercial Use. This program is intended for commercial use only. Commissions are payable for Qualifying Sales to third parties who access the CitiFinancial catalog through the CitiFinancial link located on Affiliate's sponsoring Web site. Affiliates who use this program to purchase Products for their own use are NOT in violation of the Agreement.

13. Trademarks. All CitiFinancial trademarks, trade names and service marks (collectively, the "Marks") are the exclusive property of CitiFinancial. Notwithstanding anything set forth in this Agreement, CitiFinancial reserves full ownership of the Marks and the Licensed Materials (as defined below). All use of the Marks by Affiliate is limited solely to the use contemplated by this Agreement.

14. Licenses and Use of the CitiFinancial Logos and Trademarks. CitiFinancial grants Affiliate a non-exclusive, nontransferable, revocable right to (a) access the CitiFinancial site through the links solely in accordance with the terms of this Agreement and (b) solely in connection with such links, to use CitiFinancial's logos, trade names, trademarks, and similar identifying material relating to CitiFinancial (collectively, the "Licensed Materials"), for the sole purpose of booking CitiFinancial products. Prior to using any of the Licensed Materials, Affiliate will submit to CitiFinancial for approval a draft of all proposed material that incorporates the Licensed Materials, together with a brief statement setting forth the proposed use of such materials and any other background or supporting material reasonably requested by CitiFinancial to allow CitiFinancial to make an informed judgment. All such materials shall be submitted to CitiFinancial at least seven (7) days prior to the date of first intended use. CitiFinancial will notify Affiliate of its approval or disapproval of such materials within five (5) business days of its receipt of all information required to be submitted. The approval or disapproval of such materials will be in CitiFinancial's sole discretion. Any materials not receiving CitiFinancial's specific written preliminary approval will be deemed disapproved. Affiliate may not alter, modify, or change the Licensed Materials in any way. Affiliate is only entitled to use the licensed materials to the extent that it is a member in good standing of the CitiFinancial Affiliate Program. Affiliate agrees not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays CitiFinancial in a negative light. CitiFinancial may revoke Affiliate's license at any time. The information provided by CitiFinancial to Affiliate may be proprietary in nature. Affiliate represents and agrees not to share CitiFinancial's confidential information with any third party.

15. Service Interruption. Certain technical difficulties may, from time to time, result in service interruptions. Affiliate agrees not to hold CitiFinancial responsible for the consequences of such interruptions.

16. Indemnification. Affiliate hereby agrees to indemnify, defend, and hold harmless CitiFinancial, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by CitiFinancial (collectively the "losses"), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on (i) the breach of any representation, warranty, covenant, terms and/or conditions made by Affiliate herein; or (ii) any claim arising out of, based on, or related to Affiliate's site.

17. Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, customer information, and pricing and sales information, concerning CitiFinancial or Affiliate, respectively shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under this Agreement. The foregoing restrictions will not apply to information to the extent it (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.

18. Modification. CitiFinancial reserves the right to change any and all of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement on its Web site. Without limiting the generality of the foregoing, the amount of Commissions, the definition of Qualifying Sales, and all other provisions of this Agreement are subject to change without notice other than posting such information on the CitiFinancial Web site. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING CITIFINANCIAL'S POSTING OF A NEW AGREEMENT ON ITS WEB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

19. Warranty Disclaimer. CitiFinancial makes no warranties, representations or conditions with regard to the CitiFinancial Affiliate Program or, except as expressly set forth in CitiFinancial's then current sales policies, any Products sold thereunder, whether express or implied, arising by law or otherwise, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

20. Limitation of Damages. CitiFinancial shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the CitiFinancial Affiliate Program, regardless of whether CitiFinancial has been advised of the possibility of such damages. Further, CitiFinancial's aggregate liability arising under or with respect to this Agreement or the program shall in no event exceed the total Commissions paid or payable by CitiFinancial to Affiliate under this Agreement.

21. Independent Investigation. AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO CONSULT WITH ITS OWN LEGAL ADVISERS IF IT SO DESIRED, AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE AGREES THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE PLACED UPON THE FACT THAT THIS AGREEMENT HAS BEEN DRAFTED BY CITIFINANCIAL, AND IT SHALL NOT ASSERT THAT THIS AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS THAT IT IS A CONTRACT OF ADHESION, THAT IT IS UNCONSCIONABLE, OR ANY SIMILAR THEORY. AFFILIATE UNDERSTANDS THAT CITIFINANCIAL MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE.

22. FlexTrack Reporting. Through its third party service provider, Be Free, CitiFinancial will make available to Affiliate an additional, online informational tracking service (currently entitled the "FlexTrack Service") which will enable Affiliate to access detailed click-through and sales information coming from a specific source. Affiliate agrees that it shall be solely responsible for the implementation and integration of the FlexTrack Service into its own programs and services, and for obtaining any technical support or assistance in connection with the foregoing at its own expense. Subject to the terms and conditions of this agreement, CitiFinancial grants to Affiliate a non-exclusive, royalty-free license to use FlexTrack Information solely for its own internal business use. Affiliate will not disclose or permit the disclosure of any FlexTrack Information to any third party without CitiFinancial's prior consent. Affiliate agrees that it shall not use or permit any third party to use any FlexTrack Information or the FlexTrack Service (i) to track, compile or aggregate any information by individual transaction, or (ii) in a manner that uniquely identifies individual Affiliate-driven visitors or individual transactions. Affiliate agrees not to use any of the FlexTrack Information provided in the Affiliate report to identify unique individual transaction activity without the express written consent of the individual. Affiliate is solely responsible for the technical implementation of the FlexTrack parameter and for maintaining proper link syntax. During the process of implementation, Affiliate will conduct appropriate testing and verification of FlexTrack tracking including link creation, click-through, ordering and reporting as necessary to insure correct and dependable operation of the FlexTrack tracking feature. At the present time CitiFinancial can provide the FlexTrack Service to Affiliate free of charge. In the event that CitiFinancial begins to incur a charge through Be Free or otherwise, for the FlexTrack Service, this charge will be passed along to the Affiliate. Affiliate agrees to pay all such charges to continuation of this service is desired. At any time and in CitiFinancial's sole discretion, CitiFinancial reserves the right to modify, suspend or discontinue all or any portion of the FlexTrack Service, provided that, in the event CitiFinancial discontinues the FlexTrack Service in its entirety, CitiFinancial shall exercise reasonable efforts to provide notice to Affiliate of such discontinuation of service. Promptly upon CitiFinancial's request, Affiliate shall provide CitiFinancial with a current, written list identifying the sub-affiliates or other third parties associated with each unique FlexTrack parameter (the "Parameter List"). CitiFinancial agrees that it shall use the Parameter List for the sole purpose of administering the program, monitoring proper use of the FlexTrack Service and enforcing its rights under this Agreement.

23. Compliance. Affiliate agrees to comply with all laws, rules and regulations applicable to it and its business. Affiliate represents and warrants that it has all licenses, permits, or other authority necessary to operate its business and to perform its obligations under this Agreement.

24. Affiliate's Partners, Networks, Affiliates, or Other Similar Types of Programs. . If Affiliate has established is own partner, network, affiliate or other similar type of program (including any site owned by or under Affiliate's direct control), and the partners, affiliates, networks, affiliates, or participants in other similar types of programs (Participants) will be participating in CitiFinancial's Affiliate Program through Affiliate, Affiliate agrees that it shall require Participants to either (1) individually enroll in CitiFinancial's Affiliate Program; or (2) comply with the terms and conditions contained in this Agreement, and ensure compliance thereof. If Affiliate does not require its Participants to individually enroll in CitiFinancial's Affiliate Program, Affiliate shall agree to indemnify, defend, and hold CitiFinancial harmless in the same manner as and to the same extent as set forth Paragraph 16 with respect to any Participants' breach of the terms and conditions of this Agreement, any claim arising out of, based on, or related to Affiliate's partner, network, affiliate, or other similar type of program, or any claim arising out of, based on, or related to any Participants' web site.

25. Miscellaneous. This Agreement shall be governed by the laws of the United States and the State of New York (We can continue to use what we have for Canada)without reference to its choice of law principles. Any action relating to this Agreement must be brought in the federal or state courts located in NY, NY, and Affiliate irrevocably consents to the jurisdiction of such courts. Affiliate and CitiFinancial are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of CitiFinancial. Subject to the foregoing restriction, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns. CitiFinancial reserves the right to offer separate and different promotional and/or incentive arrangements to its suppliers, key customers and other third parties.