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INDEPENDENT AFFILIATE AGREEMENT

THIS AGREEMENT, made and entered into this day of , 1999 between Affiliated Business Consultants, Inc. of Colorado Springs, Colorado, herein designated as the Company, and ________________ as the INDEPENDENT AFFILIATE.

WHEREAS, the Company is engaged in the sales of Listings and Profiles on the Internet at "Who's Who" In Global Network Marketing www.whoswhomlm.com and the Independent Affiliate is desirous of selling said Listings and Profiles to Network Marketing Distributors (NMDs), hereinafter referred to as Customers, worldwide, which shall hereinafter be referred to as the Territory.

NOW, THEREFORE, in consideration of the mutual promises herein, it is agreed as follows:

A.The Company agrees to:

Authorize the Independent Affiliate to solicit orders for customer Listings and Profiles on the Internet at "Who's Who" In Global Network Marketing www.whoswhomlm.com within the worldwide Territory.
Pay the Independent Affiliate as full compensation for customer Listing and Profile sales herein a commission of Twenty Percent (20%) and an override commission on all Listing and Profile sales by personally sponsored Independent Affiliates of Ten Percent (10%) computed on the net amount of sales which have been received and accepted by the Company from Customers within the Territory, in accordance with the conditions of this Agreement, and which have been paid by the Customer. Commission payments to the Independent Affiliate shall be earned when sales are completed by the Customer's payment to the Company. Commission payments to the Independent Affiliate shall be made within Seven (7) days after the end of the week in which the Customer payment is received, paid bi-weekly. The payment of commissions will be accompanied by a statement on which they are based.
Pay the Independent Affiliate as full compensation for RENEWAL customer Listing and Profile sales herein a commission of Twenty Percent (20%) and an override commission on all Listing and Profile sales by personally sponsored Independent Affiliates of Ten Percent (10%) computed on the net amount of sales which have been received and accepted by the Company from Customers within the Territory, in accordance with the conditions of this Agreement, and which have been paid by the Customer. Commission payments to the Independent Affiliate shall be earned when sales are completed by the Customer's payment to the Company. Commission payments to the Independent Affiliate shall be made within Seven (7) days after the end of the week in which the Customer payment is received, paid bi-weekly. The payment of commissions will be accompanied by a statement on which they are based.
Covenant and acknowledge that the Independent Affiliate shall indemnify and save the Company from and against any and all expenses, damages, costs (including but not limited to court costs), charges, fees (including but not limited to attorney's fees), liabilities, actions, causes of action and otherwise, directly or indirectly arising from or associated with the Company's operation or its business activities, from any claim for breach of performance or for any claim for negligence by the Company by whomsoever asserted whether such claims be frivolous or not.

B.The Independent Affiliate agrees to:

Diligently and faithfully exert his best efforts to secure approval of such designated customer Listing and Profile sales for "Who's Who" In Global Network Marketing www.whoswhomlm.com sales.
The Independent Affiliate will not seek to hold the Company liable, directly or indirectly for any obligation of any kind or character whatsoever, except such as may be agreed upon in writing and to indemnify and hold harmless the Company for any and all claims, including attorney's fees incurred by the Company by reason of any act or omission of the Independent Affiliate except as authorized in this Agreement.
After notice of termination of this agreement has been issued by either party, final settlement of the commission account of the Independent Affiliate shall be contingent upon the return to the Company in reasonably good condition all sales materials and "Who's Who" logo icon.

C.The Company and the Independent Affiliate further agree that:

The Independent Affiliate shall quote only such prices, terms, and conditions, and make only such representations as to quality, capacity, etc. as authorized by the Company in writing, and shall advise customers that all agreements shall become effective only upon acceptance by the Company.
All payments shall be made by the customer directly to the Company. The Independent Affiliate shall make no collections from customers.
As part of normal service to the Customer, the Independent Affiliate shall investigate complaints made by the Customer and shall make recommendations for adjustment of such complaints to the Company, but no adjustments shall be binding on the Company unless accepted in writing by the Company.
The Independent Affiliate shall be an independent contractor in all matters relating to this agreement and neither the Independent Associate nor employees, agents or contractors of the Independent Affiliate are employees of the Company, and shall not represent themselves as such. The Independent Affiliate shall not assume or create any obligation expressed or implied, upon the Company as an agent, employee, or in any other capacity than is set forth in this Agreement. The Independent Affiliate shall save and hold harmless the Company against all claims, losses and liabilities arising out of any representation made by the Independent Affiliate or its employees, agents, contractors, or arising out of damages to property, or injury to, or death of persons, occasioned by, or in connection with, any acts or omissions of the Independent Affiliate or its employees, agents or contractors, or the use of any motor vehicle or other equipment or property in connection therewith.
The Agreement constitutes a personal contract which shall not be transferred or assigned by the Independent Affiliate without prior written consent of the Company.
This Agreement contains all of the terms and conditions agreed upon by the parties and constitutes the only agreement in force and in effect between the parties. Any and all agreements for the solicitation of customer Listings and Profile agreements as amended, modified, or supplemented, heretofore are canceled and terminated. Any amendments, modifications, or supplements on and after the effective date of this Agreement shall not apply unless put in writing and signed by the parties. Any question as to the terms of this contract will be interpreted according to the laws of the State of Colorado.
Independent Affiliate agrees to furnish Company at reasonable intervals such reports as Company may reasonably require, including but not limited to reports of potential sales, marketing and economic conditions, address lists of Customers and prospective Customers.
The invalidity under applicable law of any provision of this Agreement shall not affect the validity of any other provision of this Agreement, and in the event that any provision hereof be determined to be invalid or otherwise illegal, this agreement shall remain effective and shall be construed in accordance with its terms as if the invalid or illegal provisions were not contained herein.
This Agreement shall be effective for a period of twelve (12) months from the below signature date and shall be automatically renewed for additional year periods unless terminated prior thereto.
Either party shall have the right to terminate this Agreement on thirty (30) days written notice to the other party. Commissions will be paid upon termination, in accordance with paragraph A.2. above, on any sales received by the Company from the Independent Affiliate prior to the effective termination date of this Agreement. Commissions will not be paid for any sales received by the Company after the termination date of this agreement. In the event of termination by either party for any reason, the Independent Affiliate shall assist in the orderly change over of representation.
Both parties hereto agree that in the event legal action has commenced pursuant to the Agreement, jurisdiction and venue shall be in El Paso County, Colorado, and that this Agreement shall be governed by the laws of Colorado. This Agreement shall become effective as of the date of execution hereof and shall supersede all previous Agreements between the Company and Independent Affiliate, heretofore made.

EXECUTED on the day of , 1999.

Independent Affiliate Signature

Independent Affiliate Name Printed

___________________________________________

Address City State Zip

___________________________________________

Phone Fax Email

___________________________________________

Sponsored By Sponsor ID#

___________________________________________

ACCEPTED AFFILIATE ID#

___________________________________________

Ronald W. Forberg, Marketing Coordinator

Affiliated Business Consultants, Inc.

Return fax just page 3 for Acceptance and Affiliated ID# to (719) 540-9666

Independent Affiliate Name Printed	___________________________________________
Address City State Zip	___________________________________________
Phone Fax Email	___________________________________________
Sponsored By Sponsor ID#	___________________________________________
ACCEPTED AFFILIATE ID#	___________________________________________