Effective Date: October 10, 2007

Welcome to the ValuEngine Affiliate Agreement ("Agreement"). This Agreement sets forth the terms and conditions under which ValuEngine.com makes the ValuEngine Affiliate Program ("Affiliate Program") available to you. By becoming a ValuEngine Affiliate and using the Affiliate Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Affiliate Program.

ValuEngine, Inc.reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the ValuEngine.com Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the ValuEngine.com Web Site will constitute binding acceptance of the changes.

1. General Rules

1.1 The ValuEngine, Inc. Terms of Service and the ValuEngine, Inc. Privacy Policy are incorporated herein by this reference. As an Affiliate you will continue to be bound by the ValuEngine, Inc. Terms of Service and the ValuEngine, Inc. Privacy Policy. For purposes of clarity, the Affiliate Program is deemed part of the "ValuEngine, Inc. Services," and all initially-capitalized terms not defined in this Agreement shall have the meaning set forth for such term in the Terms of Service and/or the Privacy Policy, and any disputes you may have resulting from your participation in the Affiliate Program will be subject to confidential binding arbitration in accordance with Section 12 of the Terms of Service. In the event of an inconsistency between this Agreement and the ValuEngine, Inc. Terms of Service this Agreement shall control.

2. Becoming a ValuEngine Affiliate

2.1 Eligibility. ValuEngine, Inc. will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Affiliate Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Affiliate Program is not intended for children under the age of 13.

2.2 Opening an Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account ("Account") with ValuEngine, Inc. through its online registration process.

2.3 Contact Information. You must provide ValuEngine, Inc. with accurate and complete contact and payment information when you open an Account. You must immediately notify ValuEngine, Inc. if any of your contact or payment information changes. If you do not provide ValuEngine, Inc. with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program.

2.4 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any third party. You must notify ValuEngine, Inc. immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify ValuEngine, Inc. immediately if you become aware of any other breach or attempted breach of the security of your Account or the ValuEngine, Inc. Service.

3. Your Obligations

3.1 You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of ValuEngine, Inc. and third parties. You must comply with the Affiliate Guidelines and any other applicable guidelines set forth in the ValuEngine.com Content Usage Policy.

3.2 Special Links. As a member of the Affiliate Program, ValuEngine, Inc. will provide you with special "tagged" link formats ("Special Link(s)") to be used in linking to the ValuEngine.com Web Site. The Special Links will permit tracking, reporting, and commission calculations. You must ensure that each of these links properly utilize the Special Link formats. You will only earn commissions on activities occurring on the ValuEngine.com Web Site if such activity was originated from properly formatted Special Links. ValuEngine, Inc. will not be liable to you for any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement.

3.3 Use of Special Links. ValuEngine, Inc. will provide you with the Special Links and graphical artwork to use in linking to the ValuEngine.com Web Site. You must use the Special Links in accordance with the terms and conditions in this Agreement and the Affiliate Guidelines. The Special Links will include, without limitation, one or more of the following types of links to the ValuEngine.com Web Site:

(a) Portal Page Links
(b) Category Links
(c) Search Results Link
(d) Banner Links
(e) General Link To ValuEngine.com Home Page
(f) Product Links

4. Customers Purchasing Via the Affiliate Program.

4.1 Order Processing and Reporting. ValuEngine, Inc. will process all product orders placed by customers who follow Special Links to the ValuEngine.com Web Site ("Customers"). ValuEngine, Inc. reserves the right to reject orders that do not comply with any requirements that ValuEngine, Inc. has and may periodically establish. ValuEngine, Inc. will be responsible for all aspects of order processing and fulfillment. Among other things, ValuEngine, Inc. will prepare order forms, process payments and handle customer service. ValuEngine, Inc. will track sales made to Customers who purchase products using Special Links from your web site to the ValuEngine.com Web Site and will make available to you reports summarizing sales activity. ValuEngine, Inc. will use commercially reasonable efforts to present accurate information in the reports, but ValuEngine, Inc. cannot guarantee the accuracy of the reports.

4.2 Customers. Customers who buy products through the Affiliate Program will be deemed to be customers of ValuEngine, Inc.. Accordingly, all of the ValuEngine, Inc. rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. ValuEngine, Inc. may change the ValuEngine, Inc. policies and operating procedures at any time. Product prices and availability may vary from time to time, and such price changes may affect products that you already have listed on your web site. ValuEngine, Inc. will use commercially reasonable efforts to present accurate information, but ValuEngine, Inc. cannot guarantee the availability or price of any particular product.

5. Affiliate Commissions and Reporting.

5.1 Affiliate Commissions. ValuEngine, Inc. will pay you commissions in accordance with this Agreement and the Affiliate Commission Schedule ("Commissions"). The Affiliate Commission Schedule is incorporated herein by this reference. ValuEngine Affiliates can earn commissions on the following types of transactions:

(a) ValuEngine.com will pay you a commission on qualifying sales originating from Special Links on your web site or web space in accordance with the then current Affiliate Commission Schedule (link).

5.2 Payment of Commissions.

(a) Tax Information. In order to receive your Commissions you must provide your taxpayer information to ValuEngine, Inc. as required by the IRS. If ValuEngine, Inc. does not have your current taxpayer information on file for a particular year, payments due to you under this Agreement will not be made until December 31st of such year, and all of such payments will be subject to a 30% backup withholding which will be submitted to the IRS.

(b) Payment Terms. ValuEngine, Inc. will pay you Commissions on a monthly basis. Within 60 days following the end of each calendar month, ValuEngine, Inc. will send you a check for the Commissions you have earned for the relevant month. However, if the Commissions payable to you for any month are less than $100.00, ValuEngine, Inc. will hold your Commissions until the total amount due is at least $100.00 or until this Agreement is terminated.

(d) Processing Fees. If ValuEngine.com owes you accrued Commissions that are less than $100.00 for at least 365 days, then ValuEngine, Inc. may send you payment of such accrued Commissions minus a $5 processing fee. If the amount of accrued Commissions is under $5 for at least 365 days, such amount will be used to cover ValuEngine, Inc.'s administrative costs and no payment will be made to you.

(f) Termination Fees. If you or ValuEngine, Inc. terminate your Account, and you have less than $25 in accrued but unpaid Commissions then outstanding, , Inc. may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.

6. Identifying Yourself As An Affiliate.

6.1 Logo. ValuEngine, Inc. will make available to you a small graphic image that identifies you as a ValuEngine Affiliate Program participant. You must display this logo or the phrase "In affiliation with ValuEngine.com" somewhere on your web site or web space. ValuEngine.com may modify the text or graphic image of this notice from time to time. In addition, ValuEngine.com encourages (but does not require) you to include a Special Link on your web site to the ValuEngine.com home page at http://www.ValuEngine.com.

6.2 All other Communications. Except as provided for in the Affiliate Guidelines, you may not make any press release with respect to this Agreement or your participation in the Affiliate Program without ValuEngine, Inc.'s prior written consent, which may be given or withheld in its sole discretion.

7. Limited Licenses.

7.1 ValuEngine, Inc. License to You of Logo and Links. ValuEngine, Inc. grants you a limited nonexclusive, nontransferable, revocable right to use the graphic images and text provided to you by ValuEngine, Inc., for use on your web site or web space, solely for the purpose of identifying your web site or web space as an Affiliate Program participant and to assist in generating Commissions. In addition, ValuEngine, Inc. grants you a limited, nontransferable, nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Special Links connecting your web site or web space to the ValuEngine.com Web Site and promoting the sale of products on the ValuEngine.com Web Site. All product images must be served by the ValuEngine.com Web Site and cannot be used in any form other than the form provided by ValuEngine.com. You may not modify the graphic images or text, or any other of the ValuEngine.com images, in any way. ValuEngine, Inc. may revoke your license at any time by giving you written notice. ValuEngine, Inc. reserves all of its rights in the graphic images, text, any other images, ValuEngine, Inc. trade names and trademarks, and all other intellectual property rights. Any and all rights in and to ValuEngine, Inc.'s intellectual property shall inure to the benefit of ValuEngine, Inc..

8. Indemnification.

9. Term and Termination.

9.1 Term. The term of this Agreement will begin upon ValuEngine, Inc.'s acceptance of your Affiliate Program application and will end when terminated by either party.

9.2 ValuEngine, Inc. Termination. In its sole discretion, with or without notice to you, ValuEngine, Inc. may terminate your participation in the Affiliate Program and terminate your Account. If ValuEngine, Inc. determines, in its sole discretion, that you are abusing the system, the ValuEngine, Inc. Service and/or the ValuEngine Affiliate Program, ValuEngine, Inc. may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.

9.3 Your Termination. You may terminate your Account for any reason at any time by contacting us via email.

9.4 Effect of Termination. You can only earn Commissions during the term of the Agreement, and Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. ValuEngine, Inc. may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site, all links to the ValuEngine.com Web Site, product images from the ValuEngine, Inc. database, all ValuEngine, Inc. trademarks, trade dress and logos, all Special Links, and all other materials provided by or on behalf of ValuEngine, Inc. to you pursuant hereto or in connection with the Affiliate Program.