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IN  ORDER  TO BE AN AUTHORIZED MEMBER OF THE NETWORK, YOU MUST AGREE TO ABIDE BY
ALL  OF THE TERMS AND CONDITIONS CONTAINED IN THIS NETWORK MEMBERSHIP AGREEMENT.
WE  ASK  THAT  YOU  PLEASE  READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING AND
USING  THE LINKSHARE NETWORK(tm).  FEEL FREE TO CONTACT US WITH ANY QUESTIONS AT
contact@linkcorp.net. BY CLICKING ON THE "ACCEPT" BUTTON AND USING THE LINKSHARE
NETWORK(tm)  YOU  INDICATE  YOUR  ACCEPTANCE OF THIS AGREEMENT AND ITS TERMS AND
CONDITIONS.  IF  YOU  DO  NOT  ACCEPT  THIS  AGREEMENT, DO NOT USE THE LINKSHARE
NETWORK(tm).

NETWORK  MEMBERSHIP  AGREEMENT  FOR  SITE  OWNERS

This  Network  Membership  Agreement  (the  "Agreement")  is made by and between
LinkShare  Corporation, a Delaware corporation ("LinkShare"), and you, as a site
owner  participant  in  The  LinkShare  Network(tm)  ("You"  or  "Partner").

BACKGROUND

A.      LinkShare has developed and licenses a software product called LinkShare
Synergy(tm)  which  allows  World Wide Web ("Web") site owners to collaborate in
the  marketing  of  goods  and  services  on  the  Web.
B.      LinkShare  operates The LinkShare Network(tm) which is a service that is
used
in  conjunction with the LinkShare Synergy(tm) software to facilitate electronic
commerce  and  the  building  of  business  relationships  on  the  Web.
C.      You wish to participate in Offers (as hereinafter defined) posted on The
LinkShare  Network(tm)  (the  "Service").  You  do  not  work  for,  nor  do you
constitute,  a  government  agency  or  body.
D.      You  understand  that  participation  in  the  Service  will  involve
establishing
contractual  arrangements  with  third  parties.

TERMS  AND  CONDITIONS

In  consideration  of  the  promises  set  forth  below,  we  agree  as follows:

1.      Limited  License.

1.1     LinkShare  grants  to  You  a  personal,  nonsublicensable, nonexclusive
license
to  participate  in the Service.  Title to and ownership of the Service shall be
and  at  all  times  remain  in  LinkShare.
1.2 As part of the Service, You will have access to information, communications,
software,  photos,  text,  video,  graphics,  music,  sounds,  images  and other
material  and  services  posted  onto  the  Service  by LinkShare, You and other
participants  (collectively,  "Content").  LinkShare  grants  to You a personal,
nonsublicensable, nonexclusive license to download one copy of that Content from
the  Service  to  a single computer for purposes of viewing and browsing through
the Content or to create a Qualifying Link (as hereinafter defined) or except as
otherwise  specified  by LinkShare.  All other use of the Content, including but
not  limited  to,  modification, publication, transmission, participation in the
transfer  or  sale  of,  reproduction,  creation  of  derivative  works  from,
distribution,  performance,  display,  incorporation  into  another  Web  site,
mirroring  the  Service,  or  in any other way exploiting any of the Content, in
whole  or  in  part,  is prohibited without first obtaining LinkShare's consent.

2.  The  Service.

2.1  In  consideration  of your compliance with the terms and conditions of this
Agreement,  LinkShare  agrees to provide the Service to You.  Use of the Service
constitutes  Your agreement with the terms and conditions of this Agreement. You
shall not rent, sell, lease or otherwise transfer the Service for the benefit of
a  third  party  and  You will not utilize the Service in a manner that violates
applicable  laws  of  Your  jurisdiction.  You  do  not  work  for,  and  do not
constitute,  a  government  agency  or  body.

2.2  LinkShare  reserves the right, at its discretion, to change, modify, add or
remove  portions  of this Agreement at any time.  Notification of the changes in
the  Service  or  this Agreement will be posted on The LinkShare Network(tm), or
sent  via  e-mail,  or postal mail. LinkShare may change, suspend or discontinue
any aspect of the Service at any time, including the availability of any Service
feature,  database  or  content.  LinkShare  may  also  impose limits on certain
features  and  services  or  restrict Your access to parts or all of the Service
without  notice  or  liability.

2.3  IF THESE OPERATING RULES OR ANY FUTURE CHANGES ARE NOT ACCEPTABLE TO YOU OR
CAUSE  YOU  NO  LONGER  TO  BE IN COMPLIANCE WITH THIS AGREEMENT, YOU MAY REMOVE
YOURSELF  FROM  THE  LINKSHARE  NETWORK(tm)  BY  SENDING  AN  E-MAIL  TO
contact@linkcorp.net.  YOUR  CONTINUED  USE OF THE SERVICE NOW, OR FOLLOWING THE
POSTING  OF  NOTICE  OF  ANY CHANGES IN THESE OPERATING RULES, WILL CONSTITUTE A
BINDING  ACCEPTANCE  BY  YOU  OF  SUCH  RULES,  CHANGES  OR  MODIFICATIONS.

2.4  As  part  of  the Service You will be entitled to act as a participant that
advertises  and  links (a "Partner") to a participant's site that sells products
and/or  services (a "Merchant"). Your right to use the Service is subject to any
limits  established  by  LinkShare  in  its  sole  discretion.

2.5  Participating  Merchants will be entitled to post on the Service offers and
counter-offers  to  pay  Partners  a  specified commission in return for certain
advertising  services leading to a Qualifying Link (collectively, "Offers").  As
a  Partner,  You  will  be  entitled to counter and accept Offers (collectively,
"Responses").  You  understand  and agree that any Offer or Response you post on
the  Service  shall  be  binding.

2.6  Provided  that a Merchant uses the LinkShare Synergy(tm) software correctly
and  You  install  a link coded in accordance with the documentation provided by
LinkShare,  for  each sale of products or services (a "Transaction") to ultimate
purchasers  ("Customers")  LinkShare,  once a Qualifying Link has been achieved,
will  notify  You  quarterly  the  commission  due  to  You.

2.7  A  "Qualifying  Link" is a link from Your site to a Merchant's site using a
URL  provided  by  the Merchant for use in Service if it is the last link to the
Merchant's  site  that  the  Customer  uses  during  a Session where a sale of a
product or a service to that Customer occurs.  A "Session" is the period of time
beginning from a Customer's initial contact with Merchant's site via a link from
the  Partner's  site  and  terminating  when  the Customer either returns to the
Merchant's  site  via  a link from a site other than Your site or the agreements
between  You  and  other  participants ("Engagements") expires or is terminated.
All  determinations  of  Qualifying Links and the commissions and other payments
due  will  be  made  by  LinkShare  and  will  be  final  and  binding  on  You.

3.      Telephone  Support.

LinkShare will provide reasonable telephone support as indicated on its Web site
for  the  Service.

4.      What  the  Service  does  NOT  include.

4.1     You  understand and agree that LinkShare shall have no responsibility or
liability  for  any  of  the  following  which  do not form part of the Service:
(a)  Collecting  any  payments  due  to  You  from  a  Merchant  or  a Customer.
(b)     The  Offers,  Responses,  Content  or  other  submissions  from  other
participants  in  the  Service.
(c)  Dispute  resolution.

5.      Payments.

LinkShare  reserves  the  right  to  charge  for  any  services  available
on  The  LinkShare  Network(tm)  which  You  request  in addition to the Service
provided.  LinkShare  also  reserves  the  right  at any time to charge fees for
access to the Service or the Service as a whole.  In the event that LinkShare so
elects,  it  shall  post  a  notice at the "Login" entry point to the Service or
another  appropriate  location  on  LinkShare's  Web  site.

6.      Registration  and  Engagement  Terms.

6.1     As  part  of  the registration process, You will select a password and a
user
name.  You  shall  provide  LinkShare  with  accurate,  complete  and  updated
registration  information.  You  may  not select a screen name of another person
with  the  intent  to  impersonate  that  person.

6.2     You  agree  that LinkShare is the neutral host of the Service and has no
responsibility  or liability in relation to the arrangements and agreements that
You  enter  into with Merchants as part of Your use of the Service. You agree to
indemnify,  defend,  and  hold harmless The LinkShare Network(tm) and  LinkShare
Corporation  and  its  affiliates,  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, Response,
Engagement,  and  any  dispute  relating  thereto.

6.3     You  agree  that  LinkShare may rely on any data, notice, instruction or
request  furnished to LinkShare by You 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  Your  behalf.   You shall notify
LinkShare at contact@linkcorp.net of any known or suspected unauthorized uses of
Your  account,  or  any  known  or suspected breach of security, including loss,
theft or unauthorized disclosure of Your password.  You shall be responsible for
maintaining the confidentiality of Your password and you are responsible for all
usage  and  activity  on  Your  account, including use of the account by a third
party  authorized  by  You  to  use  Your  account.  Any  fraudulent, abusive or
otherwise  illegal  activity  may  be  grounds  for termination by LinkShare and
referral  to  the  appropriate  law  enforcement  agencies.

6.4     You acknowledge and agree that certain Engagements are made possible due
to
LinkShare.  As  such,  You  will  not  and You will promptly notify LinkShare if
asked  by  a  Merchant  You  have  contacted through LinkShare to enter into any
advertising, collaborations or other commercial arrangements which, in your good
faith  opinion, are intended to take unfair advantage of the Service provided by
LinkShare.

6.5  LinkShare  reserves  the  right  to  send e-mail to You for the purposes of
informing  you  of applicable Offers, changes or additions to the Service or any
LinkShare  related  products  and  services.

6.6  You  agree  that  LinkShare  is  an  intended  third  party  beneficiary.

7.      Submitting  Information.

7.1  You  represent  to  LinkShare that all Content you upload to the Service is
solely owned by You or provided by You with the express authority of the owners,
does  not  infringe  upon  any  other  individual's  or  organization's  rights
(including,  without  limitation,  intellectual property rights).  By submitting
Content to any "Public Area" (e.g. public chat rooms, bulletin boards, etc.) You
automatically  grant  to  LinkShare  a  royalty-free,  perpetual,  irrevocable,
non-exclusive right and license to use, reproduce, sell, modify, adapt, publish,
translate,  create  derivative  works from, distribute, perform and display such
Content  (in whole or part) worldwide and/or to incorporate it in other works in
any form, media, or technology now known or later developed for the full term of
any  rights  that  may  exist in such Content.  Although LinkShare provides some
encryption  to  protect  certain  personal information which is transmitted, You
understand  that Your uploads and transmissions may be intercepted and used, and
that  all  the  risk  associated  therewith  is  solely  Yours.

7.2  You  shall  not  upload  to, or distribute or otherwise publish through the
Service  any  Content  which  is  libelous,  defamatory,  obscene, pornographic,
abusive, or otherwise violates any law.  As LinkShare does not and cannot review
every message posted by You, You shall remain solely responsible for the content
of  Your  messages.

7.3  LinkShare  reserves the right to disclose information about sales and usage
generated  by  the  Service  in forms that do not reveal Your personal identity.

8.      Unsolicited  Submissions.

8.1     LinkShare welcomes comments regarding the Service.  However, LinkShare's
policy  is  not  to accept or consider creative ideas, suggestions, or materials
other  than  those  it  has  specifically  requested.  We  hope  that  You  will
understand  that it is the intent of this policy to avoid misunderstandings when
projects  developed  by LinkShare's very productive staff are similar to someone
else's  creative  work.  Accordingly,  You  agree  not to send any such ideas to
LinkShare.  LinkShare  requests  that  You  be  specific in Your comments on the
Service  and  not  submit  any  creative  ideas,  suggestions  or  materials.

8.2  If,  despite  the  above,  You  send us creative suggestions, ideas, notes,
drawings,  concepts  or  other  information  (collectively  "Information"),  the
Information  shall be deemed, and shall remain, the property of LinkShare.  None
of  the Information shall be subject to any obligation of confidentiality on the
part  of LinkShare and LinkShare shall not be liable or owe any compensation for
any  use  or  disclosure  of  the  Information.

9.      Proprietary  Information.
You  acknowledge  that,  in  the  course  of  using  the Service you will obtain
information  relating  to  the  Service  and/or  to  LinkShare  ("Proprietary In
formation").  Such  Proprietary Information shall belong solely to LinkShare and
includes,  but  is  not  limited  to,  the features and mode of operation of the
Service.  In regard to this Proprietary Information You agree not to use (except
as  expressly  authorized by this Agreement) or disclose Proprietary Information
without  the  prior  written  consent  of  LinkShare, or unless such Proprietary
Information  becomes  part of the public domain without breach of this Agreement
by  You.

10.     Disclaimers.

10.1    The  Service,  its use and the results of such use are provided "as is."
Some  links  in  the  Service  lead  to  sites  maintained  by  individuals  or
organizations other than LinkShare over whom LinkShare has no control. LinkShare
provides  these  links  merely as a convenience to you, and the inclusion of any
link  does  not  imply  any  endorsement by LinkShare of the linked sites, their
content  or  owners.  TO  THE  FULLEST EXTENT PERMISSABLE PURSUANT TO APPLICABLE
LAW,  LINKSHARE  DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED  TO,  IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, IN RELATION TO THE SERVICE, ITS USE, THE RESULTS OF SUCH USE, LINKS AND
LINKED  SITES.  WITHOUT LIMITING THE FOREGOING, LINKSHARE SPECIFICALLY DISCLAIMS
ANY WARRANTY (A) THAT THE FUNCTIONALITY WILL BE UNINTERRUPTED OR ERROR-FREE, (B)
THAT  DEFECTS  WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL
COMPONENTS,  (D)  THAT  THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E)
REGARDING  CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW T
HE  EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

10.2       LinkShare makes no representations whatsoever about any other website
which  you  may  access  through  the  Service.  When you access a non-LinkShare
website,  please  understand  that  it  is  independent from LinkShare, and that
LinkShare  has no control over the content on that website.  In addition, a link
to  a non-LinkShare website does not mean that LinkShare endorses or accepts any
responsibility  for  the content or the use of such website.  It is up to you to
take precautions to ensure that whatever you select for your use is free of such
items  as viruses, worms, trojan horses and other items of a destructive nature.

11.     Limitation  Of  Remedies  And  Liability.

11.1    THE  MAXIMUM  AGGREGATE  LIABILITY  OF  LINKSHARE  WITH  RESPECT  TO THE
SERVICE,
YOUR  USE  AND  THE  RESULTS  OF YOUR USE UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY  OR  OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT
OR,  IF  REPLACEMENT  IS  INADEQUATE  AS  A  REMEDY  OR, IN LINKSHARE'S OPINION,
IMPRACTICAL,  TO  A  REFUND  OF PAYMENTS RECEIVED FROM YOU DURING THE THIRTY DAY
PERIOD  PRIOR TO THE DATE THE LIABILITY AROSE.  IF THE SERVICE OMITS ANY OF YOUR
INFORMATION  OR  IF  YOUR INFORMATION CONTAINS ERRORS, YOUR SOLE REMEDY FOR SUCH
ERROR  AND  OMISSION SHALL BE FOR LINKSHARE TO CORRECT SUCH ERRORS OR OMISSIONS.

11.2    LINKSHARE  SHALL NOT BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL
OR
CONSQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LINKSHARE
WEBSITE, SERVICE OR ANY INFORMATION PROVIDED ON LINKSHARE'S WEBSITE OR ANY OTHER
HYPERLINKED  WEBSITE,  INCLUDING  WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS
INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM
OR  OTHERWISE,  EVEN  IF  LINKSHARE OR A LINKSHARE AUTHORIZED REPRESENTATIVE HAS
BEEN  ADVISED  OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE
TO  ERRORS,  OMISSIONS  OR  OTHER INACCURACIES IN THE WEBSITE OR ANY HYPERLINKED
WEBSITE.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL  OR  CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
IN  SUCH  JURISDICTIONS, LINKSHARE'S LIABILITY IS LIMITED TO THE GREATEST EXTENT
PERMITTED  BY  LAW.  THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR
LIMITED  REMEDY.

11.3    The  obligations  of  LinkShare  are solely corporate obligations, no af
filiate,  stockholder,  director,  officer,  employee,  consultant  or  agent of
LinkShare shall be subject to any personal liability whatsoever to You or any of
its  affiliates,  stockholders  or  creditors or any other person or entity, nor
will  any  such claim be asserted (directly, derivatively or otherwise) by or on
behalf  of  You  or  any  of  Your  successors  and  assigns.

12.     Termination.

12.1    You  may  terminate  Your  account  at  any time by sending an e-mail to
contact@linkcorp.net.  Upon  termination,  your  access  to  the Service will be
suspended within ten (10) days.  You are responsible for all actions and charges
incurred  up  to  the  time  that  the  account  is  deactivated.

12.2    LinkShare  may, in its sole discretion, terminate or suspend Your access
to
all  or part of the Service for any reason, including without limitation, breach
of  this  Agreement,  or  assignment  of  this  Agreement  by  You.

12.3    Upon termination, You shall no longer be entitled to use the Service and
the  licenses granted hereunder shall terminate and You shall immediately return
or  destroy  all  Proprietary  Information, but the terms of this Agreement will
otherwise  remain  in  effect.

13.     Nonassignability.

Neither  the  rights  nor  the  obligations  arising  under this Agreement are a
ssignable  or transferable by You, and any such attempted assignment or transfer
shall  be  void  and without effect.  LinkShare may assign this Agreement to any
successor,  affiliate  or  assign.

14.     Controlling  Law  and  Severability.

The  Service is controlled and operated from its offices within the State of New
York.  This  Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to its conflict of law provisions.
In  the  event  of  any dispute concerning the Service, or any matter related to
this  Agreement,  You  agree  that  the  litigation shall be in state or federal
courts  in  New  York  City.  In  the  event  that any of the provisions of this
Agreement  shall  be held by a court or other tribunal of competent jurisdiction
to  be  unenforceable,  such  provisions  shall  be limited or eliminated to the
minimum  extent  necessary so that this Agreement shall otherwise remain in full
force  and  effect  and  enforceable.

15.     Entire  Agreement.

This  Agreement  constitutes  the  entire  agreement  between  LinkShare and You
pertaining  to  the  subject  matter  hereof,  and  any  and all written or oral
agreements  heretofore  existing  between  the  parties  hereto  are  expressly
cancelled.  Any modifications of this Agreement must be in writing and signed by
both  parties  hereto.

16.     Export.

You  shall not remove or export from the United States or reexport from anywhere
any  part  of  the  Service  or any direct product thereof to Cuba, Libya, North
Korea,  Iran, Iraq or Rwanda or to any Group D:1 or E:2 country (or any national
of  such  country) specified in the then current Supplement No. 1 to part 740 of
the  U.S.  Export  Administration  Regulations  (or  any successor supplement or
regulations)  or  otherwise  except in compliance with and with all licenses and
approvals  required  under  applicable  export  laws  and regulations, including
without  limitation,  those  of  the  U.S.  Department  of  Commerce.

17.     BASIS  OF  BARGAIN.

EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND
REMEDY  LIMITATIONS  IN  THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS
AGREEMENT  AND  THAT  THEY  HAVE  BEEN  TAKEN  INTO  ACCOUNT  AND  REFLECTED  IN
DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND
IN  THE  DECISION  BY  EACH  PARTY  TO  ENTER  INTO  THIS  AGREEMENT.

18.  Force  Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the
performance  of  its  obligations  hereunder  on  account of strikes, shortages,
riots,  insurrection,  fires,  flood,  storm,  explosions,  acts  of  God,  war,
governmental  action  labor  conditions, earthquakes or any other cause which is
beyond  the  reasonable  control  of  such  party.

19.           Jurisdictional  Issues

Information  LinkShare  publishes  on  the  Web  may contain references or cross
references to LinkShare's products, programs and services that are not announced
or  available  in  you  country.  Such  references  do  not imply that LinkShare
intends to announce such products, programs or services in your country.  Except
as  described  otherwise,  all  materials in LinkShare's site are made available
only  to  provide  information about LinkShare.  LinkShare controls and operates
its site from its offices in the state of New York, United States of America and
makes  no  representations or warranties that these materials are appropriate or
available  for use in other locations, and access to them from territories where
their  contents  are  illegal  is  prohibited.  If you use LinkShare's site from
other  locations, you are responsible for compliance with applicable local laws.
Any  claim  relating to the materials in the LinkShare website shall be governed
by  the  internal  substantive  laws  of  the  state  of  New  York.

Official  Correspondence  must  be  sent  via  postal  mail  to:
 95  Horatio  Street,  Suite  107,  New  York,  New  York  10014,  USA.
LINKSHARE, LINKSHARE SYNERGY(tm) and THE LINKSHARE NETWORK(tm) are trademarks of
LinkShare  Corporation.  Other product and company names mentioned herein may be
the  trademarks  of  their  respective  owners.
Copyright  ? 1997 LinkShare Corporation. Any rights not expressly granted herein
are  reserved.

Should  You  have  any  questions  concerning  this  Agreement contact LinkShare
Corporation  at  contact@linkcorp.net


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