Revised as of January 29, 2003

Effective Learning Systems Affiliate Agreement
This agreement describes the entire terms and conditions for participation in the Effective Learning Systems Affiliate Program. Effective Learning Systems is a privately held corporation.

In this agreement, the term "Affiliate" refers to you (the applicant). Wherever the agreement refers to "you" or "your", it means "the Affiliate"; "we" or "our" or "ELS" refers to Effective Learning Systems.

Enrollment in the Program
To begin the enrollment process, you will submit a complete application via the Effective Learning Systems web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Affiliate Program.

Qualifying Sites
ELS reserves the right not to accept any site into our Affiliate Program based on site content. Unsuitable sites may include but are not limited to those that:
* Promote sexually explicit materials
* Promote violence
* Promote discrimination based on race, religion, nationality, disability, sexual orientation, or age
* Promote illegal activities
* Include "Effective Learning Systems" or "The Love Tapes," variations or misspellings thereof in their names or domain names
* Otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this agreement.

Order Fulfillment
We will be solely responsible for processing every order placed by a customer directed to our site from your site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing, billing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using dedicated links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

Commissions
We will pay you commissions on certain product sales to third parties. For a product sale to be eligible to earn a commission, the customer must follow a direct link from your site to our site, select and purchase the product using our automated ordering system, accept delivery of the product at the shipping destination, and remit payment to us. We will pay you commissions on all future orders from customers who have followed a Direct Link from your site to ours for a limited period of time We reserve right to change this period of time at our discretion. To permit accurate tracking, reporting and commission accrual, we will provide you with special "tagged" link format to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such Direct Link formats. Links to our site placed on your site pursuant to this agreement and that properly utilize such Direct Link formats are referred to as "Direct Links." You will only earn commissions with respect to activity on our site occurring directly through Direct Links; we will not be liable to you with respect to any failure by you to use Direct Links.

The amount of the commission may vary with time and in some instances vary between products. We will try to notify all affiliates of changes in commission rate. However, doing so is entirely at our discretion. It is the responsibility of the affiliate to monitor the commission rates.

Commissions will be paid based on net sales of approved products excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, bad debt and returns.

ELS does not sell advertising on its site. The only trackable visits are those which have generated sales.

Payment
We will pay you commissions on a monthly basis (see Commission Limitations below). Approximately 30 days following the end of each month, we will send you a check for the commissions earned on our sales of approved products that were paid for, shipped, received and not returned, less taxes that we are required by law to withhold. However, if the commissions payable to you for any calendar month are less than $50.00, we will hold those commissions until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. If the customer returns a product that generated a commission after you have received payment, we will deduct the corresponding commissions from your next monthly payment. ELS reserves the right to charge your account with an $8.00 returns processing fee if there are excessive returns due to the advertisement for our products on your site. If there is no subsequent payment we will send you a bill for the commission.

Qualification for Commissions
Affiliates must have an active link from their Web siteto their Affiliate site to qualify for commissions. Links must comply with our rules, policies and operating procedures which may change from time to time.

Customers
Customers who pay for products, or services through this Program will be deemed to be customers of ELS. Accordingly, all ELS rules, policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers. We may change our policies and operating procedures at any time.

Prices
We will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. 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 of price of any particular product.

Unsolicited Commercial Email
ELS in no way participates in mass unsolicited emailing (i.e. spamming), and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this contract and immediate dismissal from the ELS Affiliate Program, with no refund.

Scumware
Scumware is the use of Pop-up banners that hide banners that are displayed on a site, placement of icons beside keywords found in text that if clicked will take the visitor to someone else's site, etc. ELS as a company promises it will not use such predatory advertising methods. Further, affiliates using such methods will have their account terminated.

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 this statement.

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 aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or your site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

The laws of the United States and the State of Florida will govern this Agreement 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 Florida, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of 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 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.

By submitting the Affiliate application form, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.