Affiliate Referral Agreement - Version 1.0

In order to benefit financially from referring a prospective client to us, you must print, sign and fax the following agreement to (314) 454-9110. Upon receipt, you will receive an e-mail confirmation. After you receive that confirmation, you can click on the "Submit a Lead' button and submit a prospect into our database. The lead will be qued and one of our representatives will follow-up direclty.

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THIS AGREEMENT ("Agreement") is entered into as of the ___ day of ____________, 2003, by and between ___________________________("Affiliate"), with offices at _________________________________________________ and Giving Answers, LLC ("Giving Answers"), 408 N. Euclid, 3rd Floor, St. Louis, MO 63108.

WHEREAS, Giving Answers offers for sale certain products and services; and

WHEREAS, AFFILIATE desires to participate in and Giving Answers to grant to AFFILIATE participation in Giving Answers' Affiliate Referral Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, the parties hereto, in consideration of the recitals hereinabove and the terms and conditions set forth herein below, hereby agree as follows:

1. Eligibility to Receive Referral Fees. So long as this Agreement is in effect, AFFILIATE may receive from Giving Answers a referral fee of 15% of the revenue received by Giving Answers from a customer referred by AFFILIATE to Giving Answers that purchases a product or service from Giving Answers within 6 months of being referred by AFFILIATE. In order to receive the referral fee, AFFILIATE customers must be properly referred to Giving Answers (using the "Submit a Lead" feature of GivingAnswers.com), must not already a Giving Answers Avtive Lead/Prospect or customer, and must not have already been referred by another affiliate partner. A "Giving Answers Active Lead/Prospect" shall mean any organization which is already in Giving Answers' prospect database and has been contacted within the last month by a Giving Answers representative (or authorized partner) and has indicated a desire to learn more about Giving Answers in preparation of a purchase decision.

2. Payment of Referral Fees. In return for referring customers, Giving Answers will remit to AFFILIATE by the fifteenth (15th) day after the close of each quarter during the term of this Agreement, the balance of all eligible referral fees collected during the prior quarter. Referral fees will only be paid on those amounts collectde from the customer, and exclude any amounts credited or refunded to the customer. AFFILIATE may elect to have its referral fee passed along to a customer as a 15% discount. Unless previously agreed in writing by Giving Answers, all expenses incurred by AFFILIATE are AFFILIATE'S responsibility.

3. Initial term, Renewal, Termination. This Agreement will have an initial term of one (1) year from the date of this Agreement and will be automatically renewed for successive one-year terms unless termianted by either party giving the other written notice at least 60 days prior to the next effective renewal date.

4. NEITHER PARTY MAKES ANY WARRANTY, EXPRESSED POR IMPLIED, INCLUDING, SPECIFICALLY, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO THE STATE FUNCTIONALITY OR SERVICES PROVIDED UNDER THIS AGREEMENT. CONSULTANT HAS NO AUTHORITY TO MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY GIVING ANSWERS PRODUCTS OR SERVICES TO ANY CUSTOMER OR OTHER PARTY.

5. Governing Law; Miscellaneous. Both parties agree that the laws of the State of Missouri (without regard to conflict of law principles) and the United States of America will govern this Agreement. Nothing in this Agreement shall be construed as creating an employment, independent contracting, joint venture, partnership, or agency relationship between Giving Answers and AFFILIATE. This Agreement is separate from and in addition to any other services that AFFILIATE might perform for Giving Answers. Except as stated in this Agreement, the parties have no other obligations, duties or responsibilities with respect to each other in connections with the subject matter hereof. This Agreement may be amended only in a writing signed by duly authorized representatives of both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by a duly authorized representative as of the date set forth above.