This Affiliate Program Agreement ("Agreement") containsthe complete terms and conditions that apply to your participation as an affiliatein GEMM.com`s Affiliate Program (the "Program") and the establishment oflinks from your site to our site at www.gemm.com. As used in this Agreement, "we"means gemm.com; "you" or "your" means the applicant; "ourweb site" refers to gemm.com; "your web site" refers to the WorldWide Web site from which you will link to our website; "user" refers toa customer who links from your web site to our web site; and "Product"or "Products" means any item offered for sale by sellers registered onour site, but does not include any other Product or Products offered for sale onour site by third parties not registered as sellers with our site.

1. Enrollment in the Program

To begin the enrollment process, you must submit a complete Affiliate ProgramApplication (the "Application") via our web site. We will evaluate yourApplication and notify you of your acceptance or rejection. We may reject your Applicationif we determine (in our sole discretion) that your web site is unsuitable for theProgram. Unsuitable sites include those that:

• Promote sexually explicit materials
• Promote violence
• Promote discrimination based on race, sex, religion, nationality, disability,sexual orientation, or age
• Promote illegal activities
• Incorporate any materials which infringe or assist others to infringe on anycopyright, trademark or other intellectual property rights

If your Application is rejected, you may not participate in the Program. If accepted,you will be responsible for all of your own expenses incurred in connection withyour participation in the Program. In addition, if we accept your Application andyour site is thereafter determine (in our sole discretion) to be unsuitable for theProgram, we may terminate this Agreement.

2. Linking to Our Web Site

Once you have been accepted into the Program, we will make available to you banneradvertisements, button links to our web site and/or text links to our web site containingour Logo (as defined below) and/or words identifying us (each of these links sometimesbe being referred to herein as "Links", or individually as a "Link")which, subject to the terms and conditions hereof, you may display on your web site.We will be responsible for providing all information necessary to allow you to makeappropriate Links from your web site to our web site. We will provide you with guidelinesand graphical artwork to use in linking to our home page. You may create additionallinks providing you submit them to gemm for approval prior to their use. In utilizingthe Links, you agree that you will cooperate fully with us in order to establishand maintain such Link or Links. You shall display such Links prominently throughoutyour web site as you see fit. Each Link connecting users of your web site to ourweb site will in no way alter the look, feel or functionality of our web site. Wehave the right in our sole discretion to monitor your web site at any time and fromtime to time to determine if you are in compliance with the terms of this Agreement.

3. Order Processing

We will track all orders placed by customers who follow special links from yoursite to our site. We reserve the right to reject orders that do not comply with anyrequirements that we periodically may establish. GEMM, and/or its registered sellers,will be responsible for all aspects of order processing and fulfillment, includingsuch things as processing payments, cancellations and returns, and handling customerservice. We will track sales made to customers who purchase products using speciallinks from your site to our site and will make available to you reports summarizingthis sales activity. The form, content, and frequency of the reports may vary fromtime to time in our discretion. To permit accurate tracking, reporting and commissionaccrual, you must ensure that the Links between your web site and our web site remainproperly formatted. Due to privacy concerns, no personal information on any customerof ours will be provided to you.

4. Referral Fees

We will pay you referral fees equal to ten (10%) percent of the gross amount wereceive from initial sales of Products to users from Green Shield Sellers, and five (5%) percentfor non Green Shield Sellers. ("Gross Sales"). The referralfee is subject to change at any time or from time to time, in our sole discretion.You will be notified of any change in the referral fee. Gross Sales will be reducedfor amounts attributable to credit card fraud, bad debts and credits for returnedgoods. A referral fee will only be paid if the user is tracked by our internal onlineordering system from the time the Link is initiated on your web site to the timeof the sale. No referral fee will be paid if the user cannot be tracked by our internalonline ordering system. If a user comes to our web site via a Link from your website, leaves our web site and then later returns to our web site other than via aLink from your web site, you will not be paid any referral fees on sales of productsmade during the return visit.

For a Product sale to be eligible to earn a referral fee, the user must followa Link from your site to our site, select and purchase the Product using our automatedordering system, accept delivery of the Product at the shipping destination, andremit full payment to us.

Referral fees do not apply to any items that you may list for sale in GEMM. Youmay not purchase products during sessions initiated through the links on your sitefor your own use, for resale or commercial use of any kind. This includes ordersfor customers or on behalf of customers or orders for products to be used by youor your friends, relatives or associates in any manner. Such purchases may result(in our sole discretion) in the withholding of referral fees or the termination ofthis Agreement.

5. Referral Fee Payment

We will pay you referral fees on a quarterly basis. Approximately thirty (30)days following the end of each calendar quarter, we will send you a check for thereferral fees earned on Gross Sales of Products received by users during that quarter,less any taxes that we are required by law to withhold. However, if the referralfees payable to you for any calendar quarter are less than $50.00, we will hold thosereferral fees until the total amount due is at least $50.00 or (if earlier) untilthis Agreement is terminated. If a Product that generated a referral fee is returnedby the user, we will deduct the corresponding referral fee from your next quarterlypayment. If there is no subsequent payment, we will send you a bill for the referralfee, and such bill shall be due upon receipt.

6. Policies and Pricing

Users who buy Products through the Program will be deemed to be our customers.Accordingly, all of our rules, policies, and operating procedures concerning customerorders, customer service, and sales will apply to those users. We may change ourpolicies and operating procedures at any time in our sole discretion.

7. Non-Exclusive Limited License And Use Of GEMM.comLogos And Trademarks.

You agree to display the GEMM.com logo (the "Logo") on the homepage,or other prominent location, of your web site and we hereby grant you a non-exclusivelicense to use the Logo in such manner and to otherwise display the Logo and theGEMM.com trademark (collectively, the "Licensed Materials") on your website. We may terminate the foregoing license if, in our sole discretion, your useof the Licensed Materials does not conform to our standards. You agree that titleto and ownership of the Licensed Materials shall remain with us at all times. Youshall use the Licensed Materials exactly in the form provided from time to time andin conformance with any trademark usage policies that we may establish. You may notform any combination marks with the Licensed Materials. You shall not take any actioninconsistent with our ownership of or goodwill associated with the Licensed Materials.You agree that any benefits and goodwill arising from your use of the Licensed Materialsshall inure solely to our benefit.

You agree not to use the Licensed Materials in any manner that is disparagingor that otherwise portrays us in a negative light. We reserve all of our rights inthe Licensed Materials, and all other intellectual property rights. We may revokeyour license at any time. You shall obtain no rights in or to the Licensed Materialsin the event of termination of this Agreement.

You may not make any press release with respect to this Agreement or your participationin the Program without our prior written consent, which may be given or withheldin our sole discretion.

This license shall terminate upon the effective date of the expiration or terminationof this Agreement.

8. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenanceof your web site, all activities relating to your web site and for all materialsthat appear on your web site. We shall have no responsibility for the development,operation or maintenance of your web site or for any materials that appear on yourweb site. You shall also be solely responsible for ensuring that materials postedon your web 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),and ensuring that materials posted on your web site are not libelous or otherwiseillegal. You must have express permission to use another party`s copyrighted or otherproprietary material on your web site. We will not be responsible if you use anotherparty`s copyrighted or other proprietary material in violation of the law. We disclaimall liability for such matters. Further, you will indemnify and hold us harmlessfrom all liability, claims, damages, and expenses (including, without limitation,attorneys` fees and expert witness fees) relating to the development, operation,maintenance, and content of your web site.

9. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program applicationand will end when terminated by either party. Either you or we may terminate thisAgreement at any time, with or without cause, by giving the other party written noticeof termination. Upon the termination of this Agreement for any reason, you will immediatelycease use of, and remove from your site, all links to our site, and all gemm.comtrademarks, trade dress and logos, and all other materials provided by or on behalfof us to you pursuant hereto or in connection with the Program. You are only eligibleto earn referral fees on Gross Sales occurring during the term, and referral feesearned through the date of termination will remain payable only if the related ordersare not canceled or returned. We may withhold your final payment for a reasonabletime to ensure that the correct amount is paid.

10. Modification of this Agreement

We may modify any of the terms and conditions contained in this Agreement, atany time and in our sole discretion, by posting a change notice or a new agreementon our site. Modifications may include, for example, changes in the referral fees,payment procedures, or Program rules. If any modification is unacceptable to you,your only recourse is to terminate this Agreement. Your continued participation inthe Program following our posting of a change notice or new Agreement on our sitewill constitute binding acceptance of the change.

11. Relationship of Parties

You and we are independent contractors and nothing in this Agreement will createany partnership, joint venture, agency, franchise, sales representative, or employmentrelationship between the parties. You will have no authority to make or accept anyoffers or representations on our behalf. You will not make any statement, whetheron your site or otherwise, that reasonably would contradict anything in this Section.

12. Limitation of Liability

We will have no liability of any sort arising from any interruptions or errorson our web site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIALOR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS OR DATA ARISING UNDEROR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULDHAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Further, our aggregate liability arisingunder or with respect to this Agreement or the Program shall in no event exceed thetotal referral fees paid or payable to you under this Agreement.

13. Warranty Disclaimer

WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PROGRAMOR ANY PRODUCTS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUTLIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USEOR PURPOSE, NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OFDEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BEUNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANYINTERRUPTIONS OR ERRORS.

14. Confidentiality

We may disclose to you certain information as a result of your participation inthe Program, which information we consider to be confidential (referred to in thisAgreement as "Confidential Information"). For purposes of this Agreement,the term "Confidential Information" will include, but not be limited to,any modifications to the terms and provisions of this Agreement made specificallyfor your web site and not generally available to other members of the Program, website, business and financial information relating to our customers; vendor listsrelating to us; and pricing and sales information for us and any members of the Program,other than you. Confidential Information shall also include any information thatwe designate as confidential during the term of this Agreement. You agree not todisclose any Confidential Information and that such Confidential Information shallremain strictly confidential and secret and shall not be utilized, directly or indirectly,by you for your own business purposes or for any other purpose except and solelyto the extent that any such information is generally known or available to the publicor if the same is required by law or legal process. You agree that you will not issuea press release or public announcement pertaining to the relationship or transactionscontemplated by this Agreement at any time, unless we expressly agree to such useand also agree to the form and substance of such press release or announcement.

15. INDEMNIFICATION

You hereby agree to indemnify, defend and hold harmless us and our stockholders,officers, directors, employees, agents, affiliates, successors and assigns, fromand against any and all claims, losses, liabilities, damages or expenses (includingattorneys` fees and costs) of any nature whatsoever incurred or suffered by us (collectivelythe "Losses"), in so far as such Losses (or actions in respect thereof)arise out of or are based on (i) any claim or threatened claim that our use of yourtrademark infringes on the rights of any third party; (ii) the breach of any representation,warranty or covenant made by you in this Agreement; or (iii) or any claim relatedto your web site.

16. INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS ANDCONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICITCUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT,OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVEINDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARENOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTHIN THIS AGREEMENT.

17. Miscellaneous

This Agreement will be governed and construed in accordance with the laws of theState of California. Any action relating to this Agreement must be brought in thefederal or state courts located in San Diego, California and you irrevocably consentto the jurisdiction of such courts. You may not assign this Agreement, by operationof law or otherwise, without our prior written consent. Subject to that restriction,this Agreement will be binding on, inure to the benefit of, and enforceable againstthe parties and their respective successors and assigns. Our failure to enforce yourstrict performance of any provision of this Agreement will not constitute a waiverof our right to subsequently enforce such provision or any other provision of thisAgreement. If any provision herein is held to be invalid or unenforceable for anyreason, the remaining provisions will continue in full force without being impairedor invalidated in any way.