Effective September 1, 2001

WheelsDirect2U.com operates an automotive directory web site which offers banner advertising service (hereafter known as the "Service") through which independent owner-operators of Internet web sites (hereafter known as "Advertiser") are granted the non-exclusive right to direct visitors from WheelsDirect2U.com to their Internet web site(s).

WheelsDirect2U.com shall collect payment from Hosts and in turn provide internet advertising space on WheelsDirect2U.com through a mechanism known as an "Internet Hypertext transfer" link. Termination of this Agreement is at will, and may be effected by either party at any time. WheelsDirect2U.com reserves the right to refuse any applicants that it deems as unfit to participate in the Service.

Hosts are limited to one account per URL address. To create an account, WheelsDirect2U.com shall receive from the advertising parties, U.S. Finds corresponding to the account selected within the Service. All accounts must be kept up-to-date. When an advertisers account reaches the "end term" of its advertising cycle, WheelsDirect2U.com shall notify the sponsor via e-mail to request authorization to renew the selected service to Hosts credit card. Advertisers may create additional accounts by remitting to WheelsDirect2U.com any additional funds that the new account may require. Any changes in accounts or cancellation of one of several accounts must be requested via E-mail. WheelsDirect2U.com shall be required make any changes in accounts requested by the 25th of the month effective on the 1st of the following calendar month. All changes requested on or after the 25th of the month will be effective on the 1st of the month one month after the following month. Advertisers may check their account balance and link activity by accessing their Account Report at any time.

Refunds of a minimum of $25.00 will be processed on the 15th day of the month in which changes have been made effective. WheelsDirect2U.com will not process payment for refunds less than $25.00.

WheelsDirect2U.com shall track the advertisers statistics and provide a direct link to the statistics at all times. WheelsDirect2U.com shall be compensated via the advertiser through this Agreement as an entity providing a service, with no expressed or implied employment relationship.

WheelsDirect2U.com shall not be liable to any claims, representation or warranties made by the advertiser, including but not limited to the contents of their web sites and the alteration of the appearance and syntax of the hypertext transfer link Under no circumstances shall WheelsDirect2U.com be liable to advertisers or viewers of the advertisers web site(s) for any loss, injury, or damage, of whatever kind of nature, resulting from or arising out of any use of the Service. WheelsDirect2U.com makes no warranties, either expressed or implied, concerning the performance and functionality of the Service and hereby expressly disclaims all implied warranties, including warranties of mechantability or fitness for a particular use. T

The term of this Agreement shall be continuous, unless and until either party notifies the other in writing, with at least 24 hours notice, that such party desires to terminate the Agreement. Termination is at will, for any reason, by either party. For all purposes of notification, delivery via e-mail is considered a valid form of notification.

Upon any termination of this Agreement, WheelsDirect2U.com and the advertiser shall be released from all obligations and liabilities to the other occurring or arising after the date of such a termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination; provided that no such termination will relieve Participant from any liability arising from any breach of this Agreement prior to termination. Upon termination of this Agreement, advertsiers shall be entitled only to a refund of remaining deposit, if any, provided that deposit equals or exceeds $25.00.

WheelsDirect2U.com shall e-mail any changes to this Agreement at least 3 days in advance of their effectiveness. Advertisers agree to be responsible for reading and to be bound by the new agreements, regardless of whether or not the advertiser has actually accessed such information.

If any provision of this Agreement, or the application thereof to any Person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other Persons or circumstances, and, to this end, the provisions hereof are severable.

WheelsDirect2U.com and the Advertiser agree to:

1) Not to alter the Banner syntax code in a manner in which to deliberately mislead the advertisers visitors in any way.

2) Remove ads within Floating frames or floating windows.

3) The use of Javascript or redirect code in order to send visitors to the advertiser sites.

4) Not advertise pages residing on any Warez web sites.

5) Use the advertiser ads (text or banner) as a contest, game, or any other money making opportunity.

6) Send commercial E-Mail "Spam E-Mail" to promote an advertisers web site.

7) Acknowledge that neither entity engages in illegal practices.

8) Advertiser web site(s) do not encourage nor advertise Adult Site Material.

9) Will not advertise or promote hate sites.

At all times this agreement is in force and after its expiration or termination, WheelsDirect2U.com and the advertiser agree to refrain from disclosing trade secrets, or other material considered confidential by WheelsDirect2U.com. After expiration or termination of this agreement, the advertiser agrees not to compete with WheelsDirect2U.com for a period of 1 year. The effective date of this Agreement is the day on which the Advertiser creates an account with WheelsDirect2U.com.