GKIC AFFILIATE MARKETING PROGRAM
Terms and Conditions - Effective April 27, 2009

THIS AFFILIATE MARKETING PROGRAM AGREEMENT ("Agreement") is made by and between GLAZER-KENNEDY INSIDER'S CIRCLE, LLC, a Maryland limited liability company ("GKIC", "We", "Our" or "Us," as applicable), and You, as an affiliate ("You", "Your", or "Affiliate," as applicable) for purposes of the Glazer-Kennedy Insider's Circle Affiliate Marketing Program ("Program") and Your recipient of GKIC-authorized marketing materials related thereto ("GKIC Marketing Materials"). You must agree to abide by the terms and conditions contained in this Agreement in order to participate in the Program. Please read this Agreement carefully before registering for the Program. By registering as an Affiliate of the Program, You indicate Your acceptance to the Terms and Conditions below. GKIC reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Program at any time. Any changes made will be posted to the GKIC'S main web site, and it is Your responsibility to check the web site for any changes.

DEFINITIONS. As used in this Agreement, the terms noted below shall be defined as follows:

"Affiliate" means an individual or business generating his, her or its own traffic and thus shall be rewarded for legitimate click through leads that benefits GKIC through the Program. Affiliates use the Program to gain tracking, reporting and receipt of Sales Commission payments.

"Visitor" means any person, or user that clicks on a link to a GKIC website, accessed through an Affiliate's website or e-mail.

"Sale Commission" means the amount that GKIC has agreed to pay to each Affiliate for each Visitor referred to a GKIC web site that results in an authorized, legitimate sale by GKIC of one of its products or services. Sales Commissions will be based on net sales minus any refunds.

"Link" means a hyperlink placed either on Affiliate's own web site or a sponsored link displayed as part of any Internet search engine results that, when clicked on, sends a Visitor to a GKIC website. Links take many forms including text, a product image, buttons, banners, video or any other format acceptable to GKIC.

"Your Account" means the specific account within Program where Sales Commissions are tracked, reported and calculated.

GENERAL TERMS AND CONDITIONS

The Program allows Affiliates to participate in GKIC's marketing efforts. As an Affiliate, You may post or link to GKIC Marketing Materials on Your independent web site or otherwise in Links that You sponsor. All Affiliate relationships will be conducted and managed through the Program. In order to place Links, You must first be approved by Program to become an Affiliate. The current Sale Commission rate is  40% , but GKIC reserves the right to change the Sale Commission rate at any time by posting a revised rate on these Terms and Conditions. Sale Commissions will be calculated each month and payment of the same will be held for 60 days after GKIC's receipt of customer's payment to allow for any refunds to be deducted. In the event You violate these Terms and Conditions or We discontinue the Program, we may, in our sole discretion, remove You from the Program with a complete forfeit of all Sale Commissions. We may e-mail You with any changes or updates to the Marketing Materials, the Program and/or GKIC's related products and services.

You may not post any GKIC Marketing Materials on any hate sites, adult sites or any other web sites determined by GKIC to be ineligible for participation in the Program. GKIC reserves the right to terminate this Agreement with You without further notice or compensation if it deems Your web site inappropriate. All statistics as collected and calculated by GKIC will be the only valid method for calculating the Sale Commissions. Any page that contains GKIC Marketing Materials must be written in English. As an Affiliate, You may only have 1 account ("Your Account"). You can list multiple domains in Your Account, but only one account is allowed. Your physical address listed for receiving checks MUST be Your actual address. The use of mail forwarding services, for the purpose of avoiding network demographics, is NOT allowed. You cannot SPAM. Do NOT send unsolicited communication (including, but not limited to e-mail, SMS, fax) to lists or groups to whom You do not have permission to send such messages. We will terminate Your account on the first offense of SPAMMING. You may place banners or links within Your newsletters, in the content of Your web site, or within other web-related content. The integrity of all GKIC Marketing Materials must remain intact. You may not change, adapt, reword or alter the copy or content of any GKIC Marketing Materials in any way without the prior written consent of GKIC and any failure to comply with this policy will result in the termination of Your status as an Affiliate and Your forfeit of all earned but unpaid Sale Commissions.

Fraud is a serious offense, and will be treated as such. As used herein, "Fraud" means any action that intentionally attempts to create false sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating Sale Commissions. Misuse of GKIC Marketing Materials, including the use of banners or links in unapproved areas, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guest books etc. is cause for Your Account to be terminated with a forfeit of all Your Sale Commissions. Reporting or committing false or fraudulent transactions in an effort in increase Your Sale Commissions is illegal, will not be tolerated, and will result in termination of Your Account and forfeit of all Your Sale Commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN YOU BEING TERMNINATED, YOUR FORFEIT OF ALL SALE COMMISSIONS AND MAY RESULT IN THE FRAUD BEING REPORTED TO LEGAL AUTHORITIES.

PRIVACY POLICY

GKIC respects the privacy of its Affiliates and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions please contact GKIC makes no representations whatsoever about any other Web site which You may access through the Program. In addition, a Link to a non-GKIC Web site does not mean that GKIC endorses or accepts any responsibility for the content or the use of such Web site.

REGISTRATION

To register as an Affiliate, You must be a resident of the United States who is at least 18 (eighteen) years of age, and supply a valid tax identification number, which may be Your social security number for individuals or an IRS-issued employer identification number for corporations or other entities. To become an Affiliate, you must complete the online GKIC Marketing Affiliate Application. You shall notify GKIC by e-mail at of any known or suspected unauthorized uses of GKIC Marketing Materials posted on any web site you own or control, or any known or suspected breach of security concerning any GKIC Marketing Materials.

ACCEPTED USE

You represent to GKIC that Your web content is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate or otherwise any content, or host any web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As an Affiliate, You may not artificially inflate traffic counts to GKIC's site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links to inflate traffic. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to GKIC for that Link. If You are terminated from the Program, we may withhold Your Sale Commissions and You will not be allowed to re-join the Program as an Affiliate.

LIMITATION OF LIABILITY

GKIC has no responsibility or liability as a result of Your placement of authorized Links from Your Web site and You agree to indemnify, defend, and hold harmless GKIC and its affiliates, officers, directors, employees and agents 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 or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

OWNERSHIP AND LICENSES

Each Affiliate is granted a non-exclusive, limited, revocable right to use the GKIC Marketing Materials. All images, technology and content provided for Your use is and shall remain the sole property of GKIC and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain GKIC's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. GKIC may immediately terminate Your license to use the GKIC Marketing Materials and all related marks if GKIC reasonably believes that such use dilutes, tarnishes or blurs the value of GKIC's marks. You acknowledge that Your use of the GKIC Marketing Materials and the GKIC marks will not create in You, nor will You represent that You have, any right, title or interest in or to such items other than the license granted by GKIC. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge GKIC's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of GKIC.

NON-ASSIGNABILITY

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement or any rights or obligations hereunder may not be assigned or otherwise transferred by You to any third party without the prior written consent of GKIC.

TERM

The term of this Agreement shall commence upon GKIC's approval of Your GKIC Marketing Affiliate Application and shall terminate when either You or We provides written notice of termination to the other party hereto.

JURISDICTIONAL ISSUES

This Agreement shall be governed by Maryland, USA law, regardless of conflicts of law. The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Maryland, USA and You consent to such jurisdiction. For New York State Based Publishers: By participating in Program, You acknowledge that under current New York State law, further solicitation and promotional activities by any ad network/publisher within New York State may subject GKIC and its associated companies to liability for collecting New York State sales tax on all sales to New York customers. Therefore, as a condition of receiving the GKIC Marketing Materials, You are prohibited from engaging in any other solicitation activities within New York State intended to refer potential customers to our websites, including, but not limited to: distributing flyers, coupons, newsletters and other printed materials, or electronic equivalents of such materials; engaging in verbal solicitation, including in-person referrals or initiating telephone calls; any direct-to-merchant, pay-per-click activity; and sending any e-mails intended to refer customers to GKIC and/or its associated companies. In order to remain a member of the Program, You will also be required to submit to GKIC an annual Certificate of Compliance under which You confirm Your compliance with the obligations referenced in this paragraph and You will acknowledge that all statements made in the Certificate of Compliance are subject to the review of the New York State Tax Department.

MISCELLANEOUS

YOUR ACCEPTANCE OF AND ENTRY INTO PROGRAM IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall in no way be affected or impaired. GKIC's relationship with respect to Affiliate is that of an independent contractor. Nothing herein shall be deemed to create a relationship of agency or partnership. These Terms and Conditions and the GKIC Marketing Affiliate Application represent the entire agreement between You and GKIC with respect to the Program.