WALNUT TEST AGREEMENT

This Walnut Test Agreement (the "Agreement") is entered into as of Friday, May 26th, 2006, (the "Effective Date") between Walnut Ventures, Inc., a Nevada corporation ("Walnut") and ___________a ____________ corporation ( “Domain Partner").

1. SERVICES. Subject to the terms and conditions of this Agreement, Domain Partner shall provide to Walnut all available traffic from selected Internet Domain Names owned or controlled by the Domain Partner (“Domain Partner Domain Names”), the composition of which shall be agreed upon in advance by Domain Partner and Walnut and listed in Schedule “A” of this Test Agreement. From time to time, additional Domain Partner Domain Names may be added to the Schedule upon mutual agreement.

Domain Partner shall redirect all traffic to Walnut landing and results pages (“Hosted Pages”) via URL Forwarding or by changing the Name Servers associated with said Domain Names to Walnut Name Servers. Appropriate URL’s and/or Name Servers will be provided by Walnut.

Domain Partner will not redirect any traffic to Hosted Pages that originates from anywhere other then the Domain Names in Schedule A, including any Adult-oriented Domain Name traffic.

2. RESTRICTIONS. The only users that shall be transferred to the Hosted Pages shall be users that have arrived at a Domain Partner Domain Name of their own action, accord and volition, either by direct navigation via the Address Bar, via search engine links, or via arms-length external links to Domain Partner Domain Names. Domain Partner shall not cause or allow any users to be directed to Walnut Hosted Pages by any other means.

3. OWNERSHIP. Each party retains all of its rights, title to and ownership of all intellectual property and any improvements or enhancements thereof. Unless otherwise expressly set forth in this Agreement, each party has no right, title, or ownership interest in the other party's intellectual property or any related materials and shall not alter, modify, change, copy, reproduce, reverse engineer, decompile, disassemble or otherwise use all or any part of such intellectual property. Domain Partner acknowledges that Walnut's intellectual property may contain intellectual property of Paid Search Provider and all the foregoing restrictions apply to that property as well.

4. COMPENSATION. Walnut agrees to pay Domain Partner 80% of Walnut Gross Revenue which is generated from Bidded Clicks that result from users accessing Domain Partner URLs, and which were re-directed to a Landing Page or Results Page hosted by Walnut, if done in accordance with the terms of this Agreement. Any fines levied by Paid Search Provider or Walnut in connection with any URLs of the Domain Partner or violation of Paid Search Provider URL guidelines or Walnut’s Policies will be deducted by Walnut from sums otherwise due the Domain Partner hereunder. Payment shall be made via Wire Transfer or Cheque, payable forty-five days after the completion of the calendar month.

4. TERM. This Agreement shall be effective upon launch of the Service and will continue for a period of thirty (30) days, or until a definitive agreement is signed (the "Term"). Thereafter this Agreement shall automatically renew for additional 30 day periods. Walnut may immediately terminate this Agreement prior to the end of the Term, for any reason or no reason, upon twenty four (24) hours written notice to Domain Partner. Walnut also has no obligation to launch the Service but will let Domain Partner know in a timely manner if the Service cannot be launched. Domain Partner may immediately terminate this Agreement prior to the end of the Term upon written notice of a material breach of this Agreement. Upon expiration or termination of this Agreement, Domain Partner will immediately cease use of the Service, and return to Walnut or destroy all copies of Walnut's Confidential Information in Domain Partner's possession or control and certify in writing to Walnut that it has fully complied with these requirements. Walnut will use reasonable efforts to pay Domain Partner the compensation due it, excluding any taxes Walnut or Paid Search Provider may be required to withhold or to pay, 45 days after the end of the calendar month in which such amounts were incurred and only after receipt of payment from Paid Search Provider.

6. WARRANTY DISCLAIMER. WALNUT PROVIDES THE SERVICE TO DOMAIN PARTNER "AS IS" AND EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WALNUT SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. DOMAIN PARTNER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES WITH RESPECT TO THE SERVICE WHEN ENTERING INTO THIS AGREEMENT.

7. LIMITATION OF REMEDIES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL WALNUT BE LIABLE TO DOMAIN PARTNER OR TO ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED, TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE SERVICE, EVEN IF DOMAIN PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.

8. CONFIDENTIALITY. During the term of this Agreement each party may disclose to the other party (the "Recipient") certain Confidential Information. Recipient agrees that it will not make use of, disseminate, or in any way disclose Confidential Information to any person, firm or business, except to the extent necessary for the limited purpose of performance of this Agreement. Recipient agrees that it shall: (a) disclose Confidential Information only to those of its employees who need to know such information and who have previously agreed to be bound by the terms and conditions of this Agreement or by confidentiality terms no less restrictive than those contained herein; and (b) treat all Confidential Information with the same degree of care as it accords to its own confidential information, which shall be at least reasonable care. "Confidential Information" means any non-public or proprietary information each party discloses to the other, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, information relating to the Service or the business and operations of Walnut and Paid Search Provider.

9. LEGAL COMPLIANCE. Each party agrees to strictly comply with all laws and regulations applicable to its performance under this Agreement.

10. GENERAL. This Agreement will be governed by, construed using, and enforced under the laws of the State of California, excluding conflicts of law principles. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. All waivers must be in a writing signed by the party to be changed. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. This Agreement constitutes the final, complete and exclusive statement of the terms of the agreement between the parties relating to the Service, and supercedes all prior or contemporeneous agreements, understandings, and communications, whether written or oral. This Agreement may be amended only by a written document signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Walnut Ventures, Inc.

By: ________________________________

Name: ___________________________

Title: ____________________________

Address for Notice:

_________________________________

Attn: ____________________________

Fax: 415.901.0420___________________