FOREWORD

Our
affiliates are very important to us. We do our best to treat you with the
fairness and respect you deserve. We simply ask the same consideration of you.
We have written the following affiliate agreement with you in mind, as well as
to protect our company's good name. So please bear with us as we take you
through this legal formality.

If you
have any questions, please don't hesitate to let us know. We are strong
believers in straight-forward and honest communication. For quickest results
please email us at [email protected]. You can also reach us via phone: 1-213-622-2715.

Best
regards,

Jon Hull

YouBar Inc. Affiliate Manager

AFFILIATE AGREEMENT

PLEASE
READ THE ENTIRE AGREEMENT.

YOU MAY
PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A
LEGAL AGREEMENT BETWEEN YOU AND MERCHANT, INC. (DBA YOUBAR INC.)

BY SUBMITTING
THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY
RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1.
Overview

This Agreement
contains the complete terms and conditions that apply to you becoming an
affiliate in YouBar Inc.'s Affiliate Program. The purpose of this Agreement is
to allow HTML linking between your web site and the YouBar Inc. web site.
Please note that throughout this Agreement, "we," "us," and
"our" refer to YouBar Inc., and "you," "your,"
and "yours" refer to the affiliate.

2.
Affiliate Obligations

2.1. To
begin the enrollment process, you will complete and submit the online
application at the Refersion.com server. The fact that we auto-approve
applications does not imply that we may not re-evaluate your application at a
later time. We may reject your application at our sole discretion. We may
cancel your application if we determine that your site is unsuitable for our
Program, including if it:

2.1.1.
Promotes sexually explicit materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist others to infringe
on any copyright, trademark or other intellectual property rights or to violate
the law

2.1.6. Includes "Merchant" or variations or misspellings thereof in
its domain name

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise objectionable to us in
our sole discretion.

2.1.8. Contains software downloads that potentially enable diversions of commission
from other affiliates in our program.

2.1.9. You may not create or design your website or any other website that you
operate, explicitly or implied in a manner which resembles our website nor
design your website in a manner which leads customers to believe you are YouBar
Inc. or any other affiliated business.

2.2. As a
member of YouBar Inc.'s Affiliate Program, you will have access to Affiliate
Account Manager. Here you will be able to review our Program’s details and
previously-published affiliate newsletters, download HTML code (that provides
for links to web pages within the YouBar Inc. web site) and banner creatives,
browse and get tracking codes for our coupons and deals. In order for us to
accurately keep track of all guest visits from your site to ours, you must use
the HTML code that we provide for each banner, text link, or other affiliate
link we provide you with.

2.3. YouBar
Inc. reserves the right, at any time, to review your placement and approve the
use of Your Links and require that you change the placement or use to comply
with the guidelines provided to you.

2.4. The
maintenance and the updating of your site will be your responsibility. We may
monitor your site as we feel necessary to make sure that it is up-to-date and
to notify you of any changes that we feel should enhance your performance.

2.5. It is
entirely your responsibility to follow all applicable intellectual property and
other laws that pertain to your site. You must have express permission to use
any person's copyrighted material, whether it be a writing, an image, or any
other copyrightable work. We will not be responsible (and you will be solely
responsible) if you use another person's copyrighted material or other
intellectual property in violation of the law or any third party rights.

3.
YouBar Inc. Rights and Obligations

3.1. We
have the right to monitor your site at any time to determine if you are
following the terms and conditions of this Agreement. We may notify you of any
changes to your site that we feel should be made, or to make sure that your
links to our web site are appropriate and to notify further you of any changes
that we feel should be made. If you do not make the changes to your site that
we feel are necessary, we reserve the right to terminate your participation in
the YouBar Inc. Affiliate Program.

3.2. YouBar
Inc. reserves the right to terminate this Agreement and your participation in
the YouBar Inc. Affiliate Program immediately and without notice to you should
you commit fraud in your use of the YouBar Inc. Affiliate Program or should you
abuse this program in any way. If such fraud or abuse is detected, YouBar Inc.
shall not be liable to you for any commissions for such fraudulent sales.

3.3. This
Agreement will begin upon our acceptance of your Affiliate application, and
will continue unless terminated hereunder.

4.
Termination

Either you
or we may end this Agreement AT ANY TIME, with or without cause, by giving the
other party written notice. Written notice can be in the form of mail, email or
fax. In addition, this Agreement will terminate immediately upon any breach of
this Agreement by you.

5.
Modification

We may
modify any of the terms and conditions in this Agreement at any time at our
sole discretion. In such event, you will be notified by email. Modifications
may include, but are not limited to, changes in the payment procedures and YouBar
Inc.'s Affiliate Program rules. If any modification is unacceptable to you,
your only option is to end this Agreement. Your continued participation in YouBar
Inc.'s Affiliate Program following the posting of the change notice or new
Agreement on our site will indicate your agreement to the changes.

6.
Payment

YouBar
Inc. uses a third party to handle all of the tracking and payment. The third party
is the Refersion.com affiliate network. Kindly review the network’s payment
terms and conditions.

7.
Access to Affiliate Account Interface

You will
create a password so that you may enter Refersion’s secure affiliate account
interface. From their site you will be able to receive your reports that will
describe our calculation of the commissions due to you.

8.
Promotion Restrictions

8.1. You
are free to promote your own web sites, but naturally any promotion that
mentions YouBar Inc. could be perceived by the public or the press as a joint
effort. You should know that certain forms of advertising are always prohibited
by YouBar Inc.. For example, advertising commonly referred to as
"spamming" is unacceptable to us and could cause damage to our name.
Other generally prohibited forms of advertising include the use of unsolicited
commercial email (UCE), postings to non-commercial newsgroups and cross-posting
to multiple newsgroups at once. In addition, you may not advertise in any way
that effectively conceals or misrepresents your identity, your domain name, or
your return email address. You may use mailings to customers to promote YouBar
Inc. so long as the recipient is already a customer or subscriber of your
services or web site, and recipients have the option to remove themselves from
future mailings. Also, you may post to newsgroups to promote YouBar Inc. so
long as the news group specifically welcomes commercial messages. At all times,
you must clearly represent yourself and your web sites as independent from YouBar
Inc.. If it comes to our attention that you are spamming, we will consider that
cause for immediate termination of this Agreement and your participation in the
YouBar Inc. Affiliate Program. Any pending balances owed to you will not be
paid if your account is terminated due to such unacceptable advertising or
solicitation.

8.2.
Affiliates that among other keywords or exclusively bid in their Pay-Per-Click
campaigns on keywords such as YouBar Inc., YouBar, FreshNutritionKitchen, YouBar
Inc, and/or any misspellings or similar alterations of these – be it separately
or in combination with other keywords – and do not direct the traffic from such
campaigns to their own website prior to re-directing it to ours, will be
considered trademark violators, and will be banned from Merchant’s Affiliate
Program. We will do everything possible to contact the affiliate prior to the
ban. However, we reserve the right to expel any trademark violator from our
affiliate program without prior notice, and on the first occurrence of such PPC
bidding behavior.

8.3.
Affiliates are not prohibited from keying in prospect’s information into the
lead form as long as the prospects’ information is real and true, and these are
valid leads (i.e. sincerely interested in Merchant’s service).

8.4.
Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,”
“Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar
Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or
pop-unders” to consumers from the time the consumer clicks on a qualifying link
until such time as the consumer has fully exited Merchant’s site (i.e., no page
from our site or any YouBar Inc.’s content or branding is visible on the
end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing”
shall mean an application that (a) through accidental or direct intent causes
the overwriting of affiliate and non affiliate commission tracking cookies
through any other means than a customer initiated click on a qualifying link on
a web page or email; (b) intercepts searches to redirect traffic through an
installed software, thereby causing, pop ups, commission tracking cookies to be
put in place or other commission tracking cookies to be overwritten where a
user would under normal circumstances have arrived at the same destination
through the results given by the search (search engines being, but not limited
to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or
directory engines); (c) set commission tracking cookies through loading of
Merchant site in IFrames, hidden links and automatic pop ups that open YouBar
Inc.’s site; (d) targets text on web sites, other than those web sites 100%
owned by the application owner, for the purpose of contextual marketing; (e)
removes, replaces or blocks the visibility of Affiliate banners with any other
banners, other than those that are on web sites 100% owned by the owner of the
application.

9.
Grant of Licenses

9.1. We
grant to you a non-exclusive, non-transferable, revocable right to (i) access
our site through HTML links solely in accordance with the terms of this
Agreement and (ii) solely in connection with such links, to use our logos,
trade names, trademarks, and similar identifying material (collectively, the
"Licensed Materials") that we provide to you or authorize for such
purpose. You are only entitled to use the Licensed Materials to the extent that
you are a member in good standing of YouBar Inc.'s Affiliate Program. You agree
that all uses of the Licensed Materials will be on behalf of YouBar Inc. and
the good will associated therewith will inure to the sole benefit of YouBar
Inc..

9.2. Each
party agrees not to use the other's proprietary materials in any manner that is
disparaging, misleading, obscene or that otherwise portrays the party in a
negative light. Each party reserves all of its respective rights in the
proprietary materials covered by this license. Other than the license granted
in this Agreement, each party retains all right, title, and interest to its
respective rights and no right, title, or interest is transferred to the other.

10.
Disclaimer

YOUBAR
INC. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING YOUBAR
INC. SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY
IMPLIED WARRANTIES OF YOUBAR INC. ABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE
MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR
ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS
OR ERRORS.

11.
Representations and Warranties

You
represent and warrant that:

11.1. This
Agreement has been duly and validly executed and delivered by you and
constitutes your legal, valid, and binding obligation, enforceable against you
in accordance with its terms;

11.2. You
have the full right, power, and authority to enter into and be bound by the
terms and conditions of this Agreement and to perform your obligations under
this Agreement, without the approval or consent of any other party;

11.3. You
have sufficient right, title, and interest in and to the rights granted to us
in this Agreement.

12.
Limitations of Liability

WE WILL
NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER
ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR
ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL YOUBAR INC.'S CUMULATIVE
LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN
CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE
THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13.
Indemnification

You hereby
agree to indemnify and hold harmless YouBar Inc., and its subsidiaries and
affiliates, and their directors, officers, employees, agents, shareholders,
partners, members, and other owners, against any and all claims, actions,
demands, liabilities, losses, damages, judgments, settlements, costs, and
expenses (including reasonable attorneys' fees) (any or all of the foregoing
hereinafter referred to as "Losses") insofar as such Losses (or actions
in respect thereof) arise out of or are based on (i) any claim that our use of
the affiliate trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any
third party, (ii) any misrepresentation of a representation or warranty or
breach of a covenant and agreement made by you herein, or (iii) any claim
related to your site, including, without limitation, content therein not
attributable to us.

14.
Confidentiality

All confidential
information, including, but not limited to, any business, technical, financial,
and customer information, disclosed by one party to the other during
negotiation or the effective term of this Agreement which is marked
"Confidential," will remain the sole property of the disclosing
party, and each party will keep in confidence and not use or disclose such
proprietary information of the other party without express written permission
of the disclosing party.

15.
Miscellaneous

15.1. You
agree that you are an independent contractor, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between you and YouBar Inc.. You
will have no authority to make or accept any offers or representations on our
behalf. You will not make any statement, whether on Your Site or any other of
Your Site or otherwise, that reasonably would contradict anything in this
Section.

15.2.
Neither party may assign its rights or obligations under this Agreement to any
party, except to a party who obtains all or substantially all of the business
or assets of a third party.

15.3. This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of California without regard to the conflicts of laws and principles
thereof.

15.4. You
may not amend or waive any provision of this Agreement unless in writing and
signed by both parties.

15.5. This
Agreement represents the entire agreement between us and you, and shall
supersede all prior agreements and communications of the parties, oral or
written.

15.6. The
headings and titles contained in this Agreement are included for convenience
only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If
any provision of this Agreement is held to be invalid or unenforceable, that
provision shall be eliminated or limited to the minimum extent necessary such
that the intent of the parties is effectuated, and the remainder of this
agreement shall have full force and effect.