Lingerie Affiliate Operating Agreement

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This is agreement is entered on this 25th day of June 2002 between the Affiliate and Adagio Lingerie Online Ltd. (www.pfieldwalker.com). This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Adagio Lingerie Online Ltd. INC., (FC) Affiliates Program (the "Program"). As used in this Agreement, "we" means Adagio Lingerie Online Ltd. ("FC" Web Address), "you" means the applicant, and "product" means any item offered for sale in the Adagio Lingerie Online Ltd. website. "Site" means a World Wide website and, depending on the context, refers either to Adagio Lingerie Online Ltd.'s site (www.pfieldwalker.com) or to the site that you will link to our site (www.pfieldwalker.com)

1. Program Enrollment
To begin the enrollment process, you must submit a complete Partner Program application via our site. All communication for the Affiliate program will be by email, regardless of whether Affiliate has his/her own website. Questions should be directed first by email, followed by phone where necessary. We will notify you of your acceptance upon receipt of your application. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include sites that:

If we reject your application, you are welcome to reapply to the Program at any time.

2. Listing pfieldwalker.com on Your website
You may display as many links to pfieldwalker.com as you would like on your website. If you incorporate our marks or links into a site that is not subject to the terms and conditions hereof, this Agreement will be deemed null and void. You may not alter any banners, logos, or other content without written permission from pfieldwalker.com. All modified links must be approved by pfieldwalker.com. We reserve the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of the Agreement. You may not at any time list prices, policies or terms, availability information, or similar information on your site.

3. Order Processing
We will process product orders placed by customers who follow special links from your site to pfieldwalker.com (or include your Affiliate Account number on their off-line orders). We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing 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 special links from your site to our catalog and will send you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the links between your site and our site are properly formatted. If our product pages change and you have links that direct visitors to those pages, we will redirect your visitors to an appropriate page automatically.

4. Commissions
We will pay you commission on all product sales to third parties. For a product sale to generate a commission, the customer must follow a link from your site to our site, purchase the product using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us. Alternatively, customer may designate your pre-assigned Affiliate Account Number on direct, fax or Toll Free orders.

5. Fee Schedule
You will earn commission based on the sale price of qualifying products, according to fee schedules to be established by us. Sale price means the sale price a customer pays for a product and excludes costs for shipping, handling, gift wrapping, returns, charge-backs, fraud, exchanges, credit card processing fees, and taxes. The current fee schedule is as follows:

6. Fee Payment
Subject to the terms and conditions of this Agreement, we will pay you commission on a monthly basis. Approximately 30 days following the end of the calendar month, we will send you a check for the commission earned on products that were shipped during that month, less any taxes that we are required by law to withhold. If the fees payable to you for any month are less than $25.00, we will hold those fees until the total amount due is at least $25.00 or until this Agreement is terminated (if earlier). If a product that generated a commission is returned by the customer, we will deduct the corresponding fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee.

7. Policies and Pricing
Customers who purchase products through this Program will be deemed to be customers of pfieldwalker.com . Accordingly, all pfieldwalker.com rules, policies, and operating procedures concerning customer orders, customer service, marketing, promotions, and product sales will apply to those customers. We may change our policies and operating procedures at any time. We will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

8. Partner Program Responsibilities
You will be solely responsible for the development, technical operation, and maintenance of your website and for all materials that appear on your website. Among other things, this includes ensuring that product descriptions and articles on your website comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.

"FC" disclaims all liability for these matters. Further, you will indemnify and hold "FC" harmless from all claims, damages, and expenses (including but without limitation to attorneys' fees) relating to the development, operation, maintenance, and content of your site.

Except as provided here, you agree that you have no rights, title, or interest in or to the logo, the message, or other images. You agree not to apply for registration of any of the trademarks (or any mark similar thereto) anywhere around the world. You agree that you will not engage, participate, or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of pfieldwalker.com.

Affiliates acknowledge and agree that their website information (name, URL, traffic counts, etc.) may be utilized by pfieldwalker.com. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. Affiliates agree to allow pfieldwalker.com to use screen shots of any Web page that contains the pfieldwalker.com HTML code in pfieldwalker.com promotional materials.

Anyone found in deliberate violation of these terms and conditions is subject to termination from the pfieldwalker.com Program. Spamming, or any bulk transmission or solicitation to customers or potential customers who have not specifically "opted-in," is strictly prohibited. Refer to paragraph 1 of this document for further definitions of unsuitable behavior. Such generally unsuitable behavior, or others as determined by pfieldwalker.com will constitute grounds for termination from the Program.

Affiliate agrees to provide access (opt-in) to pfieldwalker.com for promotional messages, updates and sales information. If Affiliate elects to terminate affiliate status, or is terminated, he or she will be given opportunity to rescind access ("opt-out").

9. Conflicts and Disputes

Applicable Law; Arbitration. All visitors to this website hereby agree that any and all disputes, however significant, between yourself and pfieldwalker.com arising out of, relating in any way to, or in connection with this website (i) shall be governed by the laws of the Province of British Columbia applicable to contracts made and to be wholly performed in the Province of BC, and (ii), shall be settled through mediation by a mutually acceptable, credentialed party in Vancouver,, and [iii], if this proves unsuccessful in resolving the dispute, shall be solely settled by an arbitration conducted in accordance with the rules of the American Arbitration Association or any similar successor body before a panel of three arbitrators (except in connection with an action for an injunction or other equitable relief. The award of the arbitrators shall be final, and the parties agree to waive their right to any form of appeal, to the greatest extent allowed by law. Judgment upon any award of the arbitrators may be entered in any court having jurisdiction. Such arbitration shall be held only in Vancouver, BC.

10. Terms of the Agreement
The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission on sales occurring while a participant in good standing in the Program . Fees earned through the date of termination will remain payable only if the related product orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commissions, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. It remains your responsibility to refer to this site to see if the agreement has changed. We will make a good faith attempt to advise you of changes via email, but we are not obligated to do so, nor can we be responsible for unreceived messages.

12. Relationship of Parties
Each party shall act as an independent contractor, and nothing set forth in this Agreement will create any 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 anything in this Section.

13. 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 to this Agreement.

14. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including but without limitation to warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

15. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

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