Affiliate Agreement and Terms of Relationship.

This Agreement is made between DilesMas LLC ("Client"), with a principal place of business at 5542 Alexandria Dr. Lake in the Hills, IL 60156, and the person signing this agreement ("Contractor") under "Contractor's Name", with a principal place of business at as indicated in "Contractor's Address". 1. Services to Be Performed Contractor agrees to perform the following services: Sell advertisement spaces in DilesMas and/or SpeakUp publications. Advertisement space sold will incur in the procuring customer to have an advertisement placed in an edition of the DilesMas and/or SpeakUp publication. 2. Payment In consideration for the services to be performed by Contractor, Client agrees to pay Contractor 10% (commission) of the total price paid by the advertiser, and according to the terms of payment set forth below. 3. Terms of Payment Contractor shall invoice Client on a monthly basis for all advertisements sold pursuant to this Agreement during the preceding month. Invoices shall be submitted on Contractor's letterhead specifying an invoice number, the dates covered in the invoice, the number of advertisements sold, their sizes, and price paid by customer during the invoice period. Client shall pay Contractor's commission within 5 days after receiving Contractor's invoice. 4. Expenses Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes license fees, memberships, and dues; automobile and other travel expenses; meals and entertainment; insurance premiums; sales support paperwork; and all salary, expenses, and other compensation paid to employees or contract personnel Contractor hires to complete the work under this Agreement. 5. Materials, Equipment, and Office Space Contractor will furnish all materials, tools, and equipment used to provide the services required by this Agreement. 6. Independent Contractor Status Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, Client's employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows: [X] Contractor has the right to perform services for others during the term of this Agreement. [X] Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. [X] Contractor has the right to perform the services required by this Agreement at any place or location and at such times as Contractor may determine. [X] Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement. [X] The services required by this Agreement shall be performed by Contractor or by Contractor's employees or contract personnel, and Client shall not hire, supervise, or pay any assistants to help Contractor. [X] Neither Contractor nor Contractor's employees or contract personnel shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement. [X] Neither Contractor nor Contractor's employees or contract personnel shall be required by Client to devote full time to the performance of the services required by this Agreement. 7. Business Permits, Certificates, and Licenses Contractor has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement. 8. State and Federal Taxes Client will not: • withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf • make state or federal unemployment compensation contributions on Contractor's behalf, or • withhold state or federal income tax from Contractor's payments. Contractor shall pay all taxes incurred while performing services under this Agreement--including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made. 9. Fringe Benefits Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client. If Contractor is subsequently classified by the IRS as a common law employee, Contractor expressly waives his or her rights to any benefits to which he or she was, or might have become, entitled. 10. Workers' Compensation Client shall not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers' compensation insurance to the extent required by law and provide Client with a certificate of workers' compensation insurance before the employees begin the work. 11. Unemployment Compensation Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement. 12. Insurance Client shall not provide any insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor shall indemnify and hold Client harmless from any loss or liability arising from performing services under this Agreement. 13. Term of Agreement This agreement will become effective when signed by both parties and will terminate on the earliest of: • December 31st 2009, or • the date a party terminates the Agreement as provided below. 14. Terminating the Agreement Either party may terminate this Agreement at any time by giving 15 days' written notice to the other party of the intent to terminate. 15. Exclusive Agreement This is the entire Agreement between Contractor and Client. 16. Modifying the Agreement This Agreement may be modified by the Client, at which time the Contractor will be notified. The Contractor can decide at that time to accept the new terms and continue working under the new agreement, or decline the new terms and terminate the agreement. 17. Confidentiality Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Client's behalf. Proprietary or confidential information includes: • the written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use • any written or tangible information stamped "confidential," "proprietary," or with a similar legend or any information that Client makes reasonable efforts to maintain the secrecy of • business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, pricing information • information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of Contractor's services to Client, and Contractor shall not be restricted in using any material that is publicly available, already in Contractor's possession prior to commencement of Contractor's provision of services to Client, known to Contractor without restriction, or rightfully obtained by Contractor from sources other than Client. Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business. Contractor acknowledges that any breach or threatened breach of this clause will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of this clause. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law. 18. Resolving Disputes If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in McHenry County. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in McHenry County. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. 19. Applicable Law This Agreement will be governed by the laws of the state of Illinois. 20. Notices All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: • when delivered personally to the recipient's address as stated on this Agreement • three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on this Agreement, or • when sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt. 21. No Partnership This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf. 22. Assignment Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client's prior written approval.

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