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    One MinuteShopper.com

    Affiliate Agreement

    This Agreement contains the complete terms and conditions
    that apply to your participation in the One
    Minute Shopper.com Affiliate Partner Program (the
    "Program"). As used in this Agreement, "we," "our," and
    "us" refer to One Minute Shopper.com, Inc., and "you"
    and "your" refer to the applicant. "Site" means a World
    Wide Web site, and the "MinuteStore" refers to our E
    Commerce icon and transaction tool that is to be displayed
    on your site in accordance with this Agreement
    in order to afford visitors to your site the opportunity
    to purchase products offered by us and to join
    the "MinuteShoppers Club" described below.

 1. Enrollment in the Program

    To begin the enrollment process, you will submit a complete
    Program application via our site. We will evaluate
    your application in good faith and will notify you
    of its acceptance or rejection. We may reject your
    application if we determine (in our sole discretion)
    that your site is unsuitable for the Program for any
    reason. Unsuitable sites include (but are not limited
    to) those that: Contain content that is unlawful,
    threatening, defamatory, obscene or otherwise objectionable;
    Promote sexually explicit materials; Promote
    violence; Promote discrimination based on race, sex,
    religion, nationality, disability, sexual orientation,
    or age; Promote illegal activities; Violate or infringe
    upon intellectual property rights. If we reject your
    application, you are welcome to reapply to the Program
    at any time. If we accept your application, we reserve
    the right to terminate this Agreement if we ever determine
    (in our sole discretion) that your site is unsuitable
    for the Program for any reason.

 2. The MinuteStore

    Once we notify you that we have accepted your site
    into the Program, we will authorize you to copy the
    code for the MinuteStore from a password protected site
    (www.reporting.net) maintained for us by Be Free, Inc.
    ("Be Free") and display the MinuteStore on your site.
    We encourage you to place the MinuteStore, which you
    may use only on the terms and conditions of this
    Agreement, as prominently as possible on the most heavily
    trafficked pages of your site and to follow our
    instructions regarding the operation of the
    MinuteStore. From time to time, we will offer different
    products for sale through the MinuteStore and also may
    modify the logos and other information presented in,
    and the overall appearance of the MinuteStore. All such
    changes and modifications will occur automatically,
    without any prior notice to you. You will not be
    required to change any code, as we change our products
    automatically.

 3. MinuteShoppers Club

    We will encourage customers who visit the MinuteStore
    on your site to join our MinuteShoppers Club and take
    advantage of product presales and other promotions that
    we intend to offer exclusively to MinuteShoppers Club
    members. Members who join the MinuteShoppers Club from
    the MinuteStore on your site may view the product
    offers that we will make available from time to time
    to MinuteShoppers Club members. The MinuteShoppers Club
    members will view co-branded pages that we will maintain
    on our site. As a condition to our obligations
    under this paragraph, however, we expect you to provide
    to us, or to allow us to download from your site, the
    trademarks and logos that we may need to co-brand the
    Web pages contemplated by this paragraph. By entering
    into this Agreement, you grant to us a nonexclusive
    license to use those trademarks and logos, and any
    accompanying graphic images and text, solely for purposes
    of creating and maintaining co-branded Web pages
    for the MinuteShoppers Club.

 4. Order Processing

    We will process product orders placed by customers who
    purchase products or join the MinuteShoppers Club using
    the MinuteStore on your site. We reserve the right to
    reject orders that do not comply with any and all our
    requirements that we periodically may establish. We
    will be responsible for all aspects of order processing
    and fulfillment. Among other things, we will prepare
    order forms, process payments, cancellations, returns,
    and handle customer service.

 5. Sales Tracking

    We will rely on Be Free Inc. (Be Free) to track sales
    made to customers who purchase products or join the
    MinuteShoppers Club using the MinuteStore on your site.
    Be Free will make available to you the sales activity,
    as well as reports regarding end-user impressions and
    click-throughs, at its www.reporting.net site. You and
    we each agree to rely on, and not to challenge or dispute,
    the sales tracking and other information that Be
    Free compiles in connection with the Program, which
    will bind both you and us for all purposes under this
    Agreement.

 6. Payment

    You will earn a 10% commission on all products shipped
    to customers who purchase products from the MinuteStore
    on your site. You will also receive a 10% commission
    on purchases made by MinuteShopper Club Members who
    have joined the MinuteShopper Club through our
    MinuteStore on your site. If your sales exceed $3,500
    for any month, you will receive 12% commissions on all
    products shipped for that month. If your sales exceed
    $7,000 for any month, you will receive 15% commissions
    on all products shipped for that month. All sales
    exclude any taxes or shipping costs that we may charge.
    We will pay all commissions that accrue on a monthly
    basis, within thirty days after each month end. If the
    commissions that accrue in any month total less than
    $10, we will hold the commissions and pay them to you
    thirty days after the end of the first month in which
    aggregate accrued but unpaid commissions total $10 or
    more. If a customer returns or receives a refund or
    credit for a product that generated a commission under
    this paragraph, we will deduct that commission from
    your next monthly payment or payments. If no further
    payments are due under this Agreement, we reserve the
    right to send you a bill for any commissions associated
    with returned products. As with sales tracking information,
    we have engaged Be Free to calculate the commissions
    that you will receive under the Program, and Be
    Free's commission calculations will bind both you and
    us for all purposes under this Agreement.

 7. Policies and Pricing

    All customers who buy products through the Program or
    join the MinuteShoppers Club are customers of One
    Minute Shopper.com. Accordingly, all One Minute
    Shopper.com rules, policies, and operating procedures
    concerning customer orders, customer service, pricing
    and product sales will apply to those customers. We may
    change our policies and operating procedures at any
    time, in our sole discretion. Product prices and availability
    may vary from time to time. Because price
    changes may affect products that you already have
    listed on your site, you may not include price information
    in your product descriptions. We will use commercially
    reasonable efforts to present accurate
    information, but we cannot guarantee the availability
    or price of any particular product.

 8. Limited License

    We grant you a nonexclusive, revocable right to use the
    MinuteStore and any other images and text that we may
    provide to you solely for the purpose of identifying
    your site as a Program participant and to assist in
    generating product sales through the Program. You may
    not modify the MinuteStore or any other graphic images
    or text that we may provide you in any way. We reserve
    all our rights in the MinuteStore, all such graphic
    images, text, our trade names and trademarks and all
    other intellectual property rights. You agree to follow
    our instructions respecting the use of your trademarks,
    and those instructions may change from time to time. We
    may revoke your license at any time by giving you
    written notice.

 9. Responsibility for Your Site

    You will have sole responsibility for the development,
    operation and maintenance of your site and for all
    materials that appear on your site. For example, you
    will be solely responsible for:

    The technical operation of your site and all related
    equipment. The accuracy and appropriateness of materials
    posted on your site (including, among other things,
    all product-related materials). Ensuring that materials
    posted on your site do not violate or infringe upon
    the rights of any third party (including, for example,
    copyrights, trademarks, privacy or other personal or
    proprietary rights). Ensuring that materials posted on
    your site are not obscene, defamatory, libelous or otherwise
    illegal. We disclaim all liability for all matters
    relating to the development, operation,
    maintenance, and contents of your site.

10. Indemnification

    You will indemnify, defend and hold us harmless against
    any and all claims, lawsuits, damages, and expenses
    (including, without limitation, attorneys' fees) that
    we may or that anyone may assert as a result of (1)
    our use of any trademarks, logos, graphic images, text
    or other materials that you may provide to us or allow
    us to use under paragraph 3; or (2) anything occurring
    on your site or arising from the development, operation
    or maintenance of your site.

11. Term of the Agreement

    The term of this Agreement will begin upon our acceptance
    of your Program application and will end when terminated
    by either party. Either you or we may terminate
    this Agreement at any time and for any reason by giving
    the other party written notice of termination,
    which may be via email but must be responded to with a
    reply, stating receipt, within 48 hours. Upon the termination
    of this Agreement for any reason, you will
    immediately cease using, and remove from your site, all
    links to our commerce server, all One Minute
    Shopper.com trademarks, trade dress and logos and all
    other materials that we may have provided to you or
    allowed you to use in connection with the Program, and
    we will immediately cease using, and remove from our
    site, all trademarks, logos, graphic images, text or
    other materials that you may provide to us or allow us
    to use under paragraph 3. You are eligible to earn
    only those commissions that may accrue under paragraph
    5 during the term of this agreement, and commissions
    earned through the date of termination will remain
    payable only if the customer does not cancel the order,
    return the products purchased or receive a refund or
    credit. We may withhold your final payment for a reasonable
    time to ensure payment of the correct commission
    amount.

12. Modification

    We may modify any of the terms and conditions contained
    in this Agreement, at any time and at our sole discretion,
    by posting a change notice or a new agreement on
    our site. ALL SUCH MODIFICATIONS WILL TAKE EFFECT AT
    THE TIME WE SPECIFY OR, IF WE SPECIFY NO SUCH TIME,
    IMMEDIATELY UPON THEIR POSTING ON OUR SITE. IF ANY MODIFICATION
    IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS
    TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION
    IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE
    NOTICE OR NEW AGREEMENT ON OUR SITE WILL EVIDENCE YOUR
    BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties

    You and we are independent contractors, and nothing in
    this Agreement will create any partnership, joint venture,
    agency, franchise, sales representative, or
    employment relationship between the parties. 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 otherwise, that reasonably
    would contradict anything in this Section.

14. Disclaimers

    WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS
    WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD
    THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION,
    WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
    PURPOSE OR NO INFRINGEMENT, OR ANY IMPLIED WARRANTIES
    ARISING FROM A COURSE OF PERFORMANCE, DEALING OR TRADE
    USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE
    OPERATION OF OUR SITE OR OUR COMMERCE SERVER WILL BE
    UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE
    FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

15. Limitation of Liability

    WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL
    DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR
    DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE
    PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
    OF SUCH DAMAGES. FURTHER, OUR TOTAL LIABILITY ARISING
    WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL
    NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO
    YOU UNDER THIS AGREEMENT.

16. Independent Investigation

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND
    AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND
    THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
    SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER
    FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB
    SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB
    SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
    OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON
    ANY REPRESENTATION, GUARANTEE, OR STATEMENT NOT SET
    FORTH IN THIS AGREEMENT.

17. Miscellaneous

    This Agreement will be governed by the laws of the
    United States and the state of Arizona, without reference
    to rules governing choice of laws. Any action
    relating to this Agreement must be brought in the federal
    or state courts located in Phoenix, Arizona, and
    you irrevocably consent to the jurisdiction of those
    courts and waive any claim that those courts constitute
    an inappropriate venue or inconvenient forum. You may
    not assign this Agreement, by operation of law or otherwise,
    without our prior written consent. Subject to
    that restriction, this Agreement will bind, insure to
    the benefit of and be enforceable against the parties
    and their respective successors and assigns. Our failure
    to enforce your strict performance of any provision
    of this Agreement will not constitute a waiver of our
    right to subsequently enforce such provision or any
    other provision of this Agreement.