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This is the Agreement that will govern your participation in an Engagement 
through the LinkShare Network (B2C) with Us.  Please read this Agreement and 
check the box on the previous page to digitally sign this Agreement.   To 
print a copy of this Agreement, please use your browser's print command.

PUBLISHER AGREEMENT

This Publisher Agreement (this "Agreement") is made between you ("You") and us 
("We" or "Us").  Neither LinkShare Corporation nor any of its corporate 
affiliates are parties to this Agreement.

BACKGROUND

Both parties desire to establish the general terms and conditions which shall 
govern advertising and commission arrangements between You and Us resulting 
from our participation in the LinkShare Network (B2C).

TERMS AND CONDITIONS

In consideration of the promises set forth below, each party agrees as 
follows:

1. Offers and Engagements.

1.1. From time to time, We may post on the LinkShare Network(B2C) offers 
(each, an "Offer") to pay to other participants a specified commission in 
return for certain advertising services leading to a Qualifying Link (defined 
below).

1.2. If You accept one of our Offers, we will have entered into an 
"Engagement."  Each Engagement shall have the same identification number as 
the original Offer that lead to the Engagement and shall be governed by the 
terms and conditions of this Agreement.  However, in the event of any 
inconsistency between the terms of the specific Engagement and the terms of 
this Agreement, the terms of the Engagement shall govern.

1.3. At any time prior to You displaying a Qualifying Link on one of Your 
websites, Advertiser may, with or without notice (a) change, suspend or 
discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or 
modify any graphic or banner ad that we have submitted for an Offer or an 
Engagement.  You agree to promptly implement any request from Us to remove, 
alter or modify any such graphic or banner ad.

2. Your Responsibilities.

2.1.  You hereby agree to comply with all applicable laws.

2.2   You hereby agree that the position, prominence and nature of links on 
the Your site shall comply with any requirements specified in the Engagement, 
but otherwise will be in Your discretion.

2.2. You agree not to make any representations, warranties or other statements 
concerning Us, Our site, any of Our products or services, or Our site 
policies, except as expressly authorized by the Engagement.

2.3. You are responsible for notifying Us and LinkShare Corporation of any 
malfunctioning of the URLs specified in the Engagement (the "Required URLs") 
or other problems with Your participation in the Engagement.  We will respond 
promptly to all concerns upon receipt of Your notification.

3. Commissions.

3.1. We agree to pay to You the commission specified in the Engagement if We 
sell to a visitor to Our site (a "Customer") a product or service that is the 
subject of the Engagement and if that Customer has accessed Our site and 
purchased the product or service via a Qualifying Link.

3.2. A "Qualifying Link" is a link from Your site to Our site using one of the 
Required URLs or any other URL provided by Us for use in the LinkShare 
Network(B2C) if it is the last link to Our site that the Customer uses during 
a Session where a sale of a product or a service to Customer occurs.  A 
"Session" is the period of time beginning from a Customer's initial contact 
with Our site via a link from Your site and terminating when the Customer 
either returns to Our site via a link from a site other than Your site or the 
Engagement expires or is terminated.

3.3. We shall have the sole right and responsibility for processing all orders 
made by Customers. You acknowledges that all agreements relating to sales to 
Customers shall be between Us and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is 
payable will be made by LinkShare Corporation and will be final and binding on 
both You and Us.  Prices for the products will be set solely Us in Our 
discretion.

4. Ownership and Licenses.

4.1. Each party owns and shall retain all right, title and interest in its 
names, logos, trademarks, service marks, trade dress, copyrights and 
proprietary technology, including, without limitation, those names, logos, 
trademarks, service marks, trade dress, copyrights and proprietary technology 
currently used or which may be developed and/or used by it in the future.

4.2. We grant to You a revocable, non-exclusive, worldwide license to use, 
reproduce and transmit the name, logos, trademarks, service marks, trade dress 
and proprietary technology, as designated in the Engagement or during the 
registration process in the LinkShare Network(B2C), on Your site solely for 
the purpose of creating links from Your site(s) to Our site(s) during 
Engagements. Except as expressly set forth in this Agreement or permitted by 
applicable law, You may not copy, distribute, modify, reverse engineer, or 
create derivative works from the same.  You may not sublicense, assign or 
transfer any such licenses for the use of the same, and any attempt at such 
sublicense, assignment or transfer is void.

4.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use, 
reproduce and transmit any graphic or banner ad submitted by You solely for 
co-branding purposes or as a return link from Our site(s) to Your site(s). We 
will remove such graphic or banner ad upon Your request.

5. Termination.

5.1. Either party may terminate any Engagement at any time by deleting their 
acceptance of the Engagement through the LinkShare Network(B2C).   Termination 
of an Engagement shall not terminate this Agreement or any other Engagement.

5.2. Either party may terminate this Agreement at any time, for any reason, 
provided that they provide at least five day's prior written notice of such 
termination to the other party and the LinkShare Network(B2C).  Termination of 
this Agreement shall also terminate any outstanding Engagements.  However, all 
rights to payment, causes of action and any provisions which by their terms 
are intended to survive termination, shall survive termination of this 
Agreement.

6. Representations.

6.1. Each party represents to the other that (a) it has the authority to enter 
into this Agreement and sufficient rights to grant any licenses granted 
hereby, and (b) any material which is provided to the other party and 
displayed on the other party's site will not (i) infringe on any third party's 
copyright, patent, trademark, trade secret or other proprietary rights or 
right of publicity or privacy; (ii) violate any applicable law, statute, 
ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, 
pornographic or obscene; (v) violate any laws regarding unfair competition, 
antidiscrimination or false advertising; (vi) promote violence or contain hate 
speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots 
or other similar harmful or deleterious programming routines.

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED 
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 
PURPOSE.

7. Cross-Indemnification.

7.1. Each party hereby agrees to indemnify, defend and hold harmless the other 
party and its publishers, directors, officers, employees and agents, from and 
against any and all liability, claims, losses, damages, injuries or expenses 
(including reasonable attorneys' fees) brought by a third party, arising out 
of a breach, or alleged breach, of any of its representations or obligations
herein.

8. LinkShare Required Provisions.

8.1. Each party jointly and severally agrees to indemnify, defend, and hold 
harmless LinkShare Corporation and its publishers, officers, directors, 
employees and agents (collectively, "LinkShare") from and against any and all 
liability, claims, losses, damages, injuries or expenses (including reasonable 
attorneys' fees) directly or indirectly arising from or relating to any Offer, 
Engagement, any other matter related to this Agreement or the subject matter 
hereof any dispute relating thereto.

8.2. The parties agree that LinkShare may rely on any data, notice, 
instruction or request furnished to LinkShare by either party which is 
reasonably believed by LinkShare to be genuine and to have been sent or 
presented by a person reasonably believed by LinkShare to be authorized to act 
on behalf of one of the parties.  In the event of any dispute between the 
parties, the parties agree that to the extent the parties contact and involve 
LinkShare, LinkShare may consult with and use counsel of its own choice in 
connection with such dispute and the reasonable fees and disbursements of 
LinkShare's counsel shall be within the costs and disbursements covered by the 
indemnity specified in Section 8.1 above.

8.3. The parties acknowledge and agree that this Agreement and the Engagements 
are only made possible due to LinkShare and that the parties shall not, for 
the duration of this Agreement and for twenty-four (24) months thereafter, 
enter into any advertising, collaborations or other commercial arrangements 
with each other in connection with their sites on the World Wide Web except 
via the LinkShare Network (B2C).

8.4. The parties acknowledge and agree that the nature of the Product is such 
that in its normal operation it may access and download elements of software 
data from resources which are external to the computer or device running the 
Product, such as Product enabled servers.  The parties acknowledge that 
LinkShare has not undertaken to provide such external resources or servers and 
specifically disclaims any representation or warranty as the availability, 
quality or performance of such resources or whether they may contain any 
defects which may affect the performance of the Product or either party's 
computer.  LinkShare shall not be responsible for provision of any 
communications facilities or the costs associated with such communications.

8.5. The parties agree that LinkShare is an intended third party beneficiary 
of this Agreement.

9. Limitation of Liability.

9.1. In no event shall either party be liable to the other party for any 
direct, indirect, special, exemplary, consequential or incidental damages, 
even if informed of the possibility of such damages.

9.2. The parties agree that the LinkShare Network(B2C) and LinkShare 
Corporation and its publishers, officers, directors, employees and agents 
shall not be liable to either party for any direct, indirect, special, 
exemplary, consequential or incidental damages, even if informed of the 
possibility of such damages.

10. General.

10.1. Each party shall act as an independent contractor and shall have no 
authority to obligate or bind the other in any respect.

10.2. This Agreement has been made in and shall be construed and enforced in 
accordance with the laws of the state of New York.  Any action to enforce this 
Agreement shall be brought in the federal or state courts located in that 
state.  If you need to send official correspondence, send it via registered 
mail to Our headquarters to the attention of Our legal department.

10.3. By accepting any Offer through the LinkShare Network(B2C), You agree 
that you will be deemed to have executed, and will be bound by, this 
Agreement.

10.5. The provisions of this Agreement are independent of and separable from 
each other, and no provision shall be affected or rendered invalid or 
unenforceable by virtue of the fact that for any reason any other or others of 
them may be invalid or unenforceable in whole or in part.

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