Affiliate Agreement

Independent Representative Terms And Conditions

In accordance with the terms and conditions contained herein, I hereby submit my Application to become an Independent Representative, (hereinafter referred to as "IR") with Nebulis Networks International a wholly owned subsidiary of Target Media Group, Inc. (hereinafter referred to as "Company"), and hereby state and agree as follows:

I am of legal age in the State and Country in which I reside, to enter into this Agreement. Upon acceptance of this application I understand I will become an IR of the Company and will be eligible to participate in the selling and distribution of the Company's goods and services and receive commissions with such sales in accordance with the Companies Policies and Procedures, and Compensation Plan.

I understand that as an IR I am an independent contractor; not an agent, employee or franchise of the Company, I further understand and agree that I will not be treated as an employee with respect to services, for federal or state tax purposes, nor will I be treated as an employee for purposes of the Federal Unemployment Tax Act, and Federal Insurance Contributions Act, the Social Security Act, and State Unemployment Act, or State Employment Security Act. I understand and agree that I will pay all applicable federal and state income taxes, self-employment taxes, sales taxes, local taxes, and /or local license fees, that may become due as a result of my activities under this Agreement.

I understand and agree that my remuneration will consist solely of commissions, overrides, and/or bonuses related to the sale or other output derived from in-person sales, solicitations, or orders from ultimate consumers.

I understand that as an IR I will operate in a lawful, ethical, and moral manner and will use my best efforts to promote the sale and use of the services and/or products offered by the Company to the general public within the areas and parameters designated by the Company. I understand that as an IR my conduct must be consistent with public interest, and shall avoid all discourteous, deceptive, misleading, or unethical practices. I understand that as an IR I am encouraged to keep accurate records and to conduct myself in a businesslike manner at all times. In addition, I agree to abide by all federal, state, local, and legal statutes governing the sale or solicitation of the products or services marketed by the Company, including, but not limited to, occupational licenses, solicitation licenses, business licenses, or permits that are required under this Agreement.

I understand that as an IR I am not guaranteed any income, nor am I assured any profit or success. I understand the Compensation Plan and that I can only earn commissions upon the sale of the Company's goods and services. I further understand that I will be free to set my own hours and determine my own location and methods of selling, within the guidelines and requirements of this Application and Agreement. I agree that I am responsible for my own business expenses in connection with my activities as an IR.

I further certify that neither the Company nor my sponsor have made any claims of guaranteed earnings or representations of anticipated earnings that might result from my effort as an IR. I understand that my success as an IR comes from retail sales, service, and development of a marketing network. I understand and agree that I will make no statements, disclosures, or representations in selling the Company's goods and services or in the sponsoring of other prospective IR's, other than those contained in approved Company literature.

I hereby agree that I will not re-package or re-label the Company's goods or services nor will I sell goods or services under any other name or label. I further agree to refrain from producing, selling, and using, for the purposes of advertising, promoting, or describing the Company's goods or services, Compensation Plan, or other programs, any written, recorded, or other materials which have not been approved or provided by the Company.

In the event I sponsor other distributors, I agree to perform a bona-fide supervisory, distributive, and selling function in connection with the sale of the Company's goods and services to the ultimate consumer. I also agree to train any distributors I may sponsor in the performance of these functions. I agree to have continuing communication and supervision with my sales organization.

I understand and agree that the Company, in order to maintain a viable marketing system, may make modifications in the Policies and Procedures, Compensation Plan, company literature, and product lines. I further agree to be bound by such changes upon notification through official Company communications or literature.

I understand that the acceptance of this Application does not constitute the sale of a franchise or a distributorship, and that there are no exclusive territories granted to anyone, and that no franchise fees have been paid, nor am I acquiring any interest in a security by the acceptance of this Agreement.

I understand and agree that because of the personal nature of this Application and Agreement, it may not be transferred or otherwise assigned without prior written consent of the Company. I agree to indemnify and hold the Company harmless from any and all claims, damages, and expenses, including attorney's fees, arising out of my actions or conduct, and that of my employees and agents in violation of this agreement. In the event a dispute arises between me and the Company as to our respective rights, duties, and obligations under this Agreement, it is agreed that such disputes will be exclusively resolved pursuant to binding arbitration under commercial rules of the American Arbitration Association with arbitration to be held in Columbus, Ohio. In addition to declaratory relief, the arbitrator may award preliminary and permanent injunctive relief and compensatory damages and shall award reasonable attorney's fees and costs to the prevailing party. The arbitration award may be enforced in any court of competent jurisdiction. This provision shall not prevent the Company from seeking preliminary and permanent injunctive relief in any court of competent jurisdiction.

This agreement may be terminated at any time by me upon written notice to the Company. This agreement may be terminated by the Company upon written notice in the event that I breach any of the terms of this Agreement. This Application and Agreement is governed by the laws of the State of Ohio and the parties agree that proper jurisdiction and venue shall be in the state and federal courts of Columbus, Ohio. This Application and Agreement shall be binding upon the successors of both parties.

Any offer expressly made or implied by the Company is void where prohibited by law.

I understand that federal or state agencies do not approve or endorse direct marketing programs. Therefore, I agree that I will not represent the Company, its products, or program, have been approved or endorsed by any governmental agency.

Company shall be entitled to deduct and offset from any commissions, bonuses, or any other money payable to IR, any amounts past due and unpaid for purchases of company products and services, or any other money owed to Company by IR.

In the event that payment by check, debit card, or automatic check withdrawal is returned unpaid by the subscriber's financial institution, the subscriber's financial institution, the subscriber authorizes Company to Automatically debit the subscribers checking account for the amount of the returned payment, plus up to a $25 processing fee.

I understand and agree that this Application and Agreement, including the Company's Policies and Procedures, Compensation Plan, incorporated herein by reference, constitute the entire agreement between the parties hereto. I have read this Application and Agreement, including the Policies and Procedures, and Compensation Plan, and I acknowledge receiving a copy of all documents referred to and agree to abide by and be bound by the terms contained therein.

A PARTICIPANT IN THIS NETWORK MARKETING PLAN HAS A RIGHT TO CANCEL AT ANY TIME, REGARDLESS OF REASON. CANCELLATION MUST BE SUBMITTED IN WRITING TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

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