RWG Internet & Marketing  RIGHTWAY-GATE. INC. AFFILIATE PROGRAM AGREEMENT

This Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions regarding the Affiliate Program (the "Program") of RWG, Inc. ("RWGUSA").
BY CLICKING ON THE "SUBMIT APPLICATION" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

"Affiliate-Driven Visitor" means a unique end-user who accesses the RWG Store through an Affiliate Link on the Affiliate Site.

"RWGUSA" means the online store owned and operated by RWG Internet & Marketing, which offers and sells products for expectant and new parents, and which is located primarily at http://101Register.com, and any successors thereto.

"Incentives" means any payments, rebates or discounts (including without limitation charitable donations), or any benefits under any incentive or loyalty programs, offered or provided by Affiliate to end-users in exchange or in consideration for such end-users accessing the RWG Store through an Affiliate Link on the Affiliate Site and/or purchasing products at the 101register website.

"Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

"Link" means a URL hidden behind a formatting option that may take the form of a colored item of text (such as a URL description), logo or image, "button" or graphic box, and which allows a user to automatically move to or between WWW pages, WWW sites or within a WWW document.

"Net Revenues" means revenues actually received by RWG as a result of product sales at the 101Register.com, less discounts, returns, credit card fees, allowances for bad debt, taxes and shipping/handling charges.

3.No Obligation to Accept; Effectiveness of Agreement. RWG may refuse to enter into this Agreement for any reason, including, without limitation (a) if Affiliate Site promotes a product or service competitive to the RWG Store or better-buying.com ("Improper Promotion"); (b) if Affiliate Site (i) contains or links to any pornographic material, (ii) encourages illegal activity or discrimination, (iii) is regarded by RWG as inappropriate, or (iv) could result in liability or adverse publicity to RWG (collectively, "Improper Content"); or (c) if to do so would violate any applicable law, regulation or third party right. This Agreement will only become effective upon receipt by Affiliate of email confirmation from RWG that RWG has accepted Affiliate into the Program (the "Acceptance Notice"). Following acceptance RWG reserves the right to terminate this Agreement immediately upon notice to Affiliate if Affiliate Site contains any Improper Content or Improper Promotions.

4.Affiliate Obligations. Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party; (c) ensuring that the Affiliate Site does not contain any Improper Content; and (d) ensuring that the Affiliate Site does not engage in any Improper Promotion. Affiliate hereby agrees to indemnify and hold RWG harmless from any and all claims, damages and expenses (including, without limitation, attorneys’ fees) arising from the development, operation, maintenance and contents of Affiliate Site.

5.Payments. Unless Affiliate provides or offers any Incentives to its end-users, RWG will pay to Affiliate teen percent (10%) of Net Revenues derived from Affiliate-Driven Visitors. If Affiliate provides or offers any Incentives to any end-users, then (i) Affiliate shall so notify RWG, and (ii) RWG will pay to Affiliate ten percent (10%) of Net Revenues derived from Affiliate-Driven Visitors. The applicable amounts payable to Affiliate by RWG pursuant to this Section shall be referred to as "Fees" for purposes of this Agreement. No Fees shall be payable if an Affiliate-Driven Visitor leaves the RWG Store without making a purchase and later returns to the RWG Store to make a purchase via any method other than through an Affiliate Link. Within forty-five (45) days following the end of each calendar quarter, RWG will provide the Fees for such quarter to Affiliate, along with a summary report showing the calculation of the Fees for such quarter; provided, however, that no payment shall be due in any quarter in which the total Fees owed to Affiliate is less than $50.00, and such amount will be carried over and paid in the next quarter in which the aggregate Fees owed equals or exceeds $50.00. Notwithstanding the foregoing, RWG will pay the unpaid Fees accrued for the period ended December 31, 2000 to Affiliate by January 31, 2001, provided that such accrued Fees are greater than $25.00.

6.License Grant. RWG hereby grants to Affiliate a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the RWG Brand Features at the Affiliate Site, solely as incorporated into the Affiliate Link(s) and solely in the form delivered by RWG.

7.Reservation of Rights. RWG reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. RWG retains all right, title, and interest in and to the RWG Brand Features and the RWG Center Store, together with all Intellectual Property Rights thereto.

8.Program Information. RWG will own all right, title and interest in and to all information that is created or collected in the operation of the RWG Store including, without limitation: (i) any contact information collected from any Affiliate-Driven Visitors, (the "Contact Information"); and (ii) any information collected about click-through rates and product sales at the RWG Store generated through the Affiliate Link(s), (the "Sales Information"). RWG will make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without RWG’s prior approval. Subject to the terms and conditions of this Agreement, RWG grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section.

9.Termination. This Agreement will become effective on the Effective Date and remain in effect until December 31, 2000, unless sooner terminated as provided below or extended for additional one-year period(s) by mutual agreement of the parties. Except as otherwise explicitly provided in this Agreement, this Agreement may be terminated by either party (i) upon thirty (30) days written notice to the other party, or (ii) upon a breach of this Agreement by the other party which remains uncured for a period of ten (10) days following receipt of notice of the breach from the non-breaching party. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) from Affiliate Site; (iii) RWG will pay Affiliate any accrued and unpaid Fees; and (iv) Sections 11, 12, 14, and 15, and this sentence will survive.

10.Modification. At any time and in RWG’s sole discretion, RWG may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on the password-protected site, and/or (ii) emailing a revised agreement to Affiliate. Such modifications shall take effect thirty (30) days following the posting of a change notice or new agreement on the site or Affiliates' receipt of a revised agreement via email, whichever occurs first (the "Notice Period"). IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT WITHIN THE NOTICE PERIOD. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE END OF THE NOTICE PERIOD WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

11.Disclaimer. THE RWG STORE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND RWG EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE RWG STORE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

12.Limitation of Liability. UNDER NO CIRCUMSTANCES WILL RWG BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, RWG’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

13.Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to RWG that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold RWG harmless from any and all claims, damages and expenses (including, without limitation, attorneys’ fees) arising from any breach of this Section.

14.Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of California without reference to conflicts of laws provisions, and any legal proceeding arising out this Agreement will occur in San Marcos, California. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between RWG and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between RWG and Affiliate with respect to the subject matter hereof. Affiliate may not assign all or any part of this Agreement without RWG’s prior written consent. Except as set forth in Section 10, this Agreement may not be modified without the prior written consent of both parties. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.

Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice hereunder will be directed to the parties at their respective addresses set forth below or at any other address designated by a party in accordance with this Section