1. Application Procedure.

To become a member of our Affiliate Program you must complete the attached application. Note: You will not become a Provida Life Sciences affiliate until Provida Life Sciences has reviewed and approved your Affiliate Application. If accepted you will be notified by e-mail within 3 to 5 business days of submitting your application. Provida shall not be responsible for lost or misdirected applications. Provida Life Sciences reserves the right in its sole discretion to accept or reject any Affiliate Application for any reason or no reason.

2. Commission Schedule and Payment

a. All commissions will be paid by check within approximately 30 days after the end of each month for sales generated through your website during the previous month. b. For each month that commissions are due you, Provida Life Sciences will calculate the amount of net sales generated through your website. "Net Sales" shall be defined as the actual price a customer pays for each item sold less, shipping and handling charges and less exchanges, returns, charge backs, or non-collectable sales. c. Provida Life Sciences will use the following structure to determine your commission: Net sales will earn a 15% commission. d. If your aggregate commissions do not exceed $100 USD in any month or series of months, Provida Life Sciences reserves the right to withhold payment until such time as your aggregate commissions exceed $100 USD. e. If an item is returned, credit card is declined, or payment is not received from a customer for any reason after your commission for that item has been paid, Provida Life Sciences will subtract the commission for that item from the next commission payment due you following such return. If you earn no subsequent commission payments during the two months following such return, Provida Life Sciences will send you a bill for the amount of the commission for the returned item, which shall be immediately payable upon receipt.

3. Identifying Yourself as an Affiliate

a. In the event that your Affiliate Application is approved, you will have access to Provida Life Sciences button(s) (the "Buttons"), which contain Provida Life Sciences logos, trademarks and service marks (the "Marks"). You agree to display one or more of the Buttons on your website. b. The Buttons may be used only as depicted in the Affiliate's log in area. You will not modify or alter the Buttons in any way. Provida Life Sciences may make changes to the Buttons at any time. In the event of such a change, you shall implement the changed Button promptly after receiving notice of such change from Provida Life Sciences. c. You will only use and display the Buttons in HTML pages accessible through the World Wide Web to link your website to the Provida Life Sciences website. You will neither frame the Provida Life Sciences website, nor will you modify or alter Provida Life Science's content or display. You will configure the Buttons as a link to the Provida Life Sciences Web page specified for each Button. You will not use any of the Provida Life Sciences Buttons as a static image. d. You will not use the Buttons on any website that Provida Life Sciences determines in its sole discretion diminishes the value of the Marks, including without limitation any website that disparages Provida Life Sciences or its services, infringes Provida Life Science's intellectual property rights or violates any local, state, federal or international law. e. You agree that Provida Life Sciences has no liability for your use of the Buttons, and you will indemnify, hold Provida Life Sciences, its owners officers and directors harmless and reimburse Provida Life Sciences for any damages, costs or expenses including attorneys' fees Provida Life Sciences may incur related to your use of the Buttons or for any breach of this Agreement.

4. Limited License.

a. Provida Life Sciences grants you a nonexclusive, non-transferable, non-sublicensable, revocable right to use the Marks solely in connection with your display of the Buttons on your website pursuant to Section 3 of this Agreement. b. You acknowledge and agree that the Marks are solely the property of Provida Life Sciences. You will not do anything inconsistent with Provida Life Science's ownership of the Marks. You will not use the Marks in any manner other than as expressly authorized in this Agreement, including without limitation any manner likely to diminish the commercial value of the Marks or imply endorsement by Provida Life Sciences. All goodwill associated with your use of the Marks shall inure to Provida Life Sciences. You will not use any logo, mark, name or image likely to cause confusion with the Marks or permit any third party to use the Marks. c. Provida Life Sciences has the right to terminate this Agreement and revoke the limited license granted hereby at any time, in its sole discretion, without liability or obligation to you of any kind. Provida Life Sciences has the right to inspect your website from time to time for compliance with this Agreement. If Provida Life Sciences notifies you that this Agreement is terminated and the license granted hereby is revoked, you will promptly remove the Buttons from your website. d. You acknowledge and agree that you have no rights in the Marks other than as described herein and that any other use will be considered an infringement of Provida Life Sciences' trademark rights. e. You agree to indemnify, hold Provida Life Sciences, its owners officers and directors harmless and reimburse Provida Life Sciences for any damages, costs or expenses including attorneys' fees should it become necessary for Provida Life Sciences to take further action to compel you or your agents and assigns to remove the Buttons from your web site.

5. No Joint Venture.

You acknowledge and agree that no joint venture, partnership, employment or agency relationship exists between you and Provida Life Sciences. You will not make any representation or warranty regarding, or on behalf of, Provida Life Sciences. You shall have sole responsibility for discharging all obligations under any federal, state, or local law, including but not limited to, those relating to taxes, insurance, and the filing of all necessary reports.

6. Term of the Agreement.

The term of this Agreement begins upon Provida Life Sciences' acceptance of your Affiliate Application. Either party may immediately terminate this Agreement at any time by providing written notice to the other party hereto.

7. Modifications.

Provida Life Sciences may modify the terms of this Agreement at any time by providing written notice to you on the Provida Life Sciences website. Modifications may include without limitation changes in the commission schedule, payment procedures and program rules. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO THIS AGREEMENT, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROVIDA LIFE SCIENCES AFFILIATE PROGRAM FOLLOWING THE POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ON THE PROVIDA LIFE SCIENCES WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

8. Independent Investigation

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

9. Warranty Disclaimers

PROVIDA LIFE SCIENCES HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE PROVIDA LIFE SCIENCES MARKS, AND THE CONTENT ON THE PROVIDA LIFE SCIENCES WEBSITE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL PROVIDA LIFE SCIENCES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDA LIFE SCIENCES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

10. Limitation of Liabilities.

Provida Life Sciences' aggregate liability arising with respect to this Agreement will not exceed the total commissions payable to you under this Agreement.

11. Miscellaneous.

This Agreement constitutes the entire agreement between you and Provida Life Sciences with respect to the subject matter herein. It shall be governed by the laws of the State of California. Any action of any nature relating to your relationship with us must be brought in the federal or state courts located in Los Angeles County, California. Both parties irrevocably consent to the jurisdiction of such courts. You may not assign or transfer your rights contained herein without our prior written consent and any attempt to do so will be void and without effect. If any of the provisions or terms contained herein is deemed invalid or unenforceable, this shall not affect the validity or enforceability of the remainder of the terms or provisions. This agreement contains the entire agreement between you and Provida Life Sciences and supersedes all prior agreements whether written or oral. Except for Provida Life Sciences' right to modify the agreement as set forth in paragraph 7, no waiver or addition to this agreement and/or its terms will be valid unless in writing and signed by you and Provida Life Sciences.