This AFFILIATE APPLICATION ("Application") is made solely by the entity identified below ("AFFILIATE") and ALLIED TRADE GROUP, INC. ("ATG"), a Washington corporation (each a "Party" and collectively, the "Parties"). The Application will become the AFFILIATE AGREEMENT ("Agreement") effective upon confirmation from ATG that AFFILIATE has been accepted into the LightingUniverse.com Affiliate Program. ("Effective Date").

AGREEMENT

1 DEFINITIONS.

1.1 "AFFILIATE's Site" means a World Wide Web site owned and operated by AFFILIATE located at the Website URL listed above.

1.2 "Click-through" means a user clicking on a Link on AFFILIATE's Site in order to visit the ATG Site.

1.3 "Confidential Information" means all non-public information that a Party designates as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential.

1.4 "Earned Commission" means a percentage payment equal to ten percent (10%) of the Gross Margin for each purchase of Eligible Items by:

(a) any user who places an Order on the ATG Site ; and

(b) any user who purchases an Eligible Item from the ATG Site within thirty (30) days of a Click-through to the ATG Site, if that user can be identified by the following procedure: ATG will place a cookie (identifying computer code) on the user's computer when he or she Clicks-through to the ATG Site from AFFILIATE'S Site. If that user accesses the ATG Site within the thirty (30) day period described above and if the cookie still resides on the user's computer, Lighting Universe will be able to recognize that user and any purchase of Eligible Products on the ATG Site will be compensable to Vendor under the terms of Section 6. After thirty (30) days from the user's Click-through to the ATG Site or if the user removes the identifying cookie, ATG will not be obligated to pay AFFILIATE any commission for purchases of Eligible Products made by that user on the ATG Site.

1.5 "Eligible Items" means those items held out for sale on the ATG Site for which an Earned Commission may be earned. All items held out for sale on the ATG Site are "Eligible Items" unless ATG provides Notice to the contrary.

1.6 "Gross Margin" means the sales price for Eligible Items on the ATG Site, less shipping, handling, taxes, credit card processing fees, returns, bad debt and ATG's wholesale cost for Eligible Items from the manufacturer.

1.7 "Link(s)" means the hyperlink graphic files (e.g., featuring a ATG logo or a name of a particular ATG product) provided by ATG to AFFILIATE that contain unique promotion codes to enable ATG to track Orders.

1.8 "ATG Site" means the World Wide Web site currently known as LightingUniverse.com, FixtureUniverse.com, KnobsandHardware.com, FloorsandSurfaces.com, DecorUnverse.com or any successor site designated by ATG from time to time.

1.9 "Notice" means notification by any commercially reasonable means, including without limitation e-mail.

1.10 "Order" means a purchase request for Eligible Items accepted and fulfilled by ATG and which is placed on the ATG Site during the same shopping session after a Click-through or during a subsequent shopping session as described in Section 1.4(b).

1.11 "Signed" means having undertaken any process with the intent to sign, including without limitation having inscribed a written signature on paper or having typed a name adopted by the party intending to sign in a location designated for a signature on a computer screen and then clicking an electronic button to submit such signature.

1.12 All other capitalized terms, except capitalized proper names, have the meaning set forth in the Agreement.

2 APPLICATION PROCESS AND ACCEPTANCE IN PROGRAM.

2.1 AFFILIATE must provide all information requested in the APPLICANT INFORMATION section of the Application. AFFILIATE will then submit its Application for consideration by ATG by:

• typing its name, or the name of an officer or agent with authority to bind AFFILIATE, in the electronic signature box below, and

• clicking the box below labeled "I Agree", which acts together will indicate that AFFILIATE has Signed this Application. Prior to clicking the box labeled "I Agree", AFFILIATE should print a copy of this Application for its records.

AFFILIATE MUST NOT ENTER ITS NAME, OR THE NAME OF AN OFFICER OR AGENT WITH AUTHORITY TO BIND AFFILIATE, IN THE ELECTRONIC SIGNATURE BOX AND CLICK THE BOX LABELED "I AGREE" UNLESS AFFILIATE HAS READ THIS ENTIRE APPLICATION AND AGREES TO ALL OF ITS TERMS. AFFILIATE's submission of this Application, after having electronically Signed the Application, will be deemed an offer, which may be accepted or rejected by ATG in its sole discretion.

2.2 This Application will become the Agreement upon Notice only if accepted by ATG. ATG may withhold or revoke its acceptance for any reason, in its sole discretion, including without limitation if AFFILIATE's Site promotes or contains links to sexually explicit materials; promotes violence; promotes discrimination based on race, sex, religion, creed, nationality, disability, sexual orientation or age; promotes illegal activities; contains any libelous, defamatory, or disparaging materials, exists for the sole purpose of providing coupons and/or discount links to retail sites, or contains little or no original content.

3 PERFORMANCE UNDER THE PROGRAM.

3.1 AFFILIATE's Obligations. AFFILIATE: (a) will prominently display the Links as delivered by ATG and without modification on AFFILIATE's Site; (b) will not post prices for any ATG product on AFFILIATE's Site; (c) will not issue any press release, sales, marketing, or similar materials discussing AFFILIATE's relationship to ATG without prior written approval from ATG; and (d) is solely responsible for maintaining AFFILIATE's Site in accordance with the terms of the Agreement.

3.2 ATG's Obligations. ATG will: (a) provide AFFILIATE with Links; (b) track Orders made by customers of the ATG Site that have arrived at the ATG Site by Clicking-through on a Link placed on AFILLIATE's site; and (c) provide quarterly reports (in a form designated by ATG) to AFFILIATE summarizing such Orders

4 LIMITED LICENSE.

4.1 For Links provided by ATG to AFFILIATE, ATG grants AFFILIATE, for the Term, a non-exclusive, non-transferable, personal, revocable, license to use these Links, solely for display on AFFILIATE's Site in accordance with this Agreement. ATG reserves all other right, title, interest in or to ATG's names, logos, trade dress, designs, or other trademarks (the "Marks")

4.2 AFFILIATE acknowledges, as between AFFILIATE and ATG, ATG is the sole owner of the Marks worldwide and all goodwill associated with the Marks. However, if AFFILIATE does gain any such interest in the Marks, AFFILIATE assigns and will assign in the future to ATG all rights it may acquire by operation of law or otherwise AFFILIATE agrees to maintain the quality and performance of AFFILIATE's Site at a level that meets or exceeds standards of quality and performance generally accepted in the industry and that is at least commensurate with the quality and performance of the ATG Site. AFFILIATE will correct and remedy any deficiencies in its use of the Marks or the quality of AFFILIATE's Site upon Notice from ATG.

4.3 ATG reserves the right to revoke the License to use the Marks in its sole discretion, for any reason or no reason, upon Notice to AFFILIATE. If AFFILIATE's license to use the Marks is revoked, AFFILIATE will immediately remove the Links from AFFILIATE's Site.

4.4 AFFILIATE agrees to not compete against ATG or any of its World Wide Web stores in any auction-based search marketing program by bidding against ATG with any of its owned copyrights and/or trademarks in the form of keywords, ad copy, or any representation of said copyright and/or trademark as a Universal Resource Locator (URL) in a display or destination format.  AFFILIATE also agrees to not partake in malicious optimization efforts to rank higher than ATG and its World Wide Web stores in natural search rankings

5 NON-EXCLUSIVITY.

Nothing contained in the Agreement creates an exclusive relationship between the Parties. Nothing in the Agreement prevents ATG from entering into agreements or providing programs, on similar or dissimilar terms, to any other party (including, without limitation, one that is similar to or competes with AFFILIATE or AFFILIATE's Site) for any purpose.

6 PAYMENT.

ATG will pay AFFILIATE an Earned Commission based on the Eligible Items purchased in each Order. ATG will make such payments, if any, net thirty (30) days after the end of each calendar quarter during the Term. ATG may, in its sole discretion, deduct Earned Commissions for items returned in the current quarter for which an Earned Commission was paid in a prior quarter ("Unearned Fees"). Unearned Fees will be deducted from the next quarterly payment, if any. If no subsequent quarterly payments are made, AFFILIATE will be billed for and will promptly return the Unearned Fees. The AFFILIATE must accrue a minimum of $25.00 in earned commission before a payment will be issued.

7 COSTS.

All costs incurred by either Party in performing its obligations under the Agreement will be borne by that Party, without reimbursement from the other Party, except as otherwise expressly set forth in the Agreement.

8 CONFIDENTIALITY.

Each Party will protect the other's Confidential Information from unauthorized dissemination and use with the same degree of care that such Party uses to protect its own Confidential Information. Neither Party will use the other's Confidential Information for purposes other than those necessary to directly further the purposes of the Agreement. Neither Party will disclose to third parties the other's Confidential Information without the prior written consent of the disclosing Party. However, either Party may disclose Confidential Information in accordance with judicial or other governmental order or as necessary to comply with any applicable law or regulation governing regulated businesses or the issuance of securities to the public, provided that the disclosing Party gives reasonable notice to the other Party prior to such disclosure and, in the case of a judicial or governmental order, complies with any applicable protective order or equivalent. No ownership or license rights are granted in any Confidential Information.

9 AFFILIATE WARRANTS AND REPRESENTS TO ATG THAT:

(A) IT IS A LEGAL ENTITY DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION;

(B) IT HAS THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THE AGREEMENT AND TO CARRY OUT THE AGREEMENT'S PROVISIONS;

(C) IT WILL COMPLY WITH ALL RELEVANT LAWS AND REGULATIONS, INCLUDING WITHOUT LIMITATION CONSUMER PROTECTION LAWS AND REGULATIONS;

(D) THE PERFORMANCE OF AFFILIATE'S OBLIGATIONS UNDER THE AGREEMENT WILL NOT VIOLATE ANY AGREEMENT OR OBLIGATION BETWEEN AFFILIATE AND A THIRD PARTY; (E) AFFILIATE HAS FULLY AND ACCURATELY COMPLETED THE APPLICANT INFORMATION OF THE APPLICATION; AND (F) IF AFFILIATE IS A LEGAL ENTITY, THE PERSON TYPING IN THE ELECTRONIC SIGNATURE BOX REPRESENTS AND WARRANTS THAT HE/SHE IS AN OFFICER, EMPLOYEE OR AGENT OF THE ENTITY WHO IS DULY AUTHORIZED TO BIND THE ENTITY TO THIS AGREEMENT.

10 INDEMNIFICATION.

AFFILIATE will, at its expense and ATG's request, defend any third-party claim or action brought against ATG, and/or ATG's affiliates, directors, officers, and employees arising our of or otherwise relating to AFFILIATE's participation in the Program, including without limitation third-party claims for infringement of copyright, patent, trademark, trade secret, and other proprietary rights (collectively, "Indemnified Claims"). AFFILIATE will indemnify and hold ATG harmless from and against any costs, damages and fees reasonably incurred by ATG, including but not limited to fees of attorneys and other professionals, that are attributable to Indemnified Claims. ATG will provide AFFILIATE reasonably prompt notice in writing of any such Indemnified Claims and provide AFFILIATE with reasonable information and assistance, at AFFILIATE's expense, to help AFFILIATE to defend Indemnified Claims.

11 DISCLAIMER OF WARRANTIES FOR ATG SITE.

THE PROGRAM AND ATG SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS." ACCORDINGLY, ATG PROVIDES NO WARRANTIES IN CONNECTION WITH THE ATG SITE OR PRODUCTS SOLD ON THE ATG SITE, AND DISCLAIMS ALL WARRANTIES EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, ARISING OUT OF THE COURSE OF PERFORMANCE, DEALINGS, OR TRADE USAGE, OR ANY OTHER IMPLIED WARRANTIES. ATG DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ATG SITE OR ANY INFORMATION OR CONTENT CONTAINED ON THE ATG SITE WILL BE UNINTERRUPTED OR ERROR FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE ATG SITE OR SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN ADDITION, ATG MAKES NO WARRANTY OR GUARANTY REGARDING THE PRICE AND/OR AVAILABILITY OF ITS PRODUCTS. ALSO, ATG DISCLAIMS ALL LIABILITY FOR NEGLIGENCE OR FOR ANY LACK OF REASONABLE CARE. FINALLY, ATG DOES NOT PROVIDE ANY WARRANTY AGAINST INFRINGEMENT, OF TITLE, OR OF QUIET ENJOYMENT AND MAKES NO EXPRESS WARRANTIES.

12 LIMITATION OF LIABILITY.

AFFILIATE AGREES THAT ATG WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), OR FOR LOST REVENUE, LOST PROFITS OR LOST INFORMATION, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL ATG BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN THE AGGREGATE EARNED COMMISSIONS PAID TO AFFILIATE UNDER THE AGREEMENT.

13 TERM AND TERMINATION.

The term of the Agreement ("Term") will commence on the Effective Date and will continue until terminated as provided in this Section 13. Either Party may terminate the Agreement for any reason, with or without cause, upon Notice. Immediately upon termination of the Agreement, AFFILIATE must cease all: (a) use of the Links and Marks, (b) promotion of affiliation with ATG, and (c) use of any other materials provided to AFFILIATE by ATG. Sections 1, 6 (as it pertains to Unearned Fees), 8, 9, 10, 11, 12, 13, 14, and 15 of the Agreement will survive termination or expiration of the Agreement. ATG will retain all Earned Commissions pending as of termination for a commercially reasonable time in order to verify that Orders are neither canceled nor returned.

14 MODIFICATION OF THE PROGRAM.

If ATG wishes to modify the Program, it will post changes to the Program on its website and provide Notice to AFFILIATE. AFFILIATE will have ten (10) business days in which to expressly accept the new Program by stating its acceptance in a return e-mail. AFFILIATE acknowledges that its acceptance of the updated Program is in consideration of AFFILIATE's opportunity to continue to participate in the Program. If AFFILIATE fails to accept the modified Program, this Agreement will be deemed terminated. Thereafter, AFFILIATE must file a new Application for participation in the Program. However, ATG reserves the right, in its sole discretion and on AFFILIATE's request, to consider AFFILIATE's initial Application as a new Application for participation in the modified Program.

15 GENERAL.

15.1 Notices. All Notices and requests in connection with the Agreement will be deemed given as of the day they are received either by messenger, delivery service, via email, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed to AFFILIATE at the address provided by AFFILIATE at the beginning of this Application and to ATG as follows:

To ATG (email): affiliates@alliedtradegroup.com

Attention: Affiliate Team
Phone: (425) 814-2515 x238
Fax: (425) 814-3875
Copy To: Gary Rubens grubens@alliedtradegroup.com
Copy To Fax: (425) 814-3875 or to such other addresses as a Party may designate pursuant to this notice provision.

15.2 Relationship. Nothing in the Agreement creates an employer-employee relationship, a partnership, an agency, or a joint venture between the Parties or as granting a franchise to AFFILIATE. Neither Party will have authority to make any statements, representations or commitments or to take any action binding the other except as provided in the Agreement or authorized in writing by the other. In particular, but without limitation:

(a) AFFILIATE is not ATG's sales agent and is not entitled to offer or transact business on ATG's behalf;

(b) Earned Commissions, if any, are compensation for AFFILIATE's referral of business to ATG and are not to be construed as salary or any other form of compensation for AFFILIATE's labor;

(c) AFFILIATE is solely responsible for any applicable federal, state, and/or local taxes imposed as a consequence of AFFILIATE's relationship, if any, with ATG or the payment of Earned Commissions to AFFILIATE by ATG, by any duly constituted taxing authority, foreign or domestic, having jurisdiction over AFFILIATE or ATG; and

(d) Earned Commissions are AFFILIATE's sole compensation, monetary or otherwise, that AFFILIATE is either entitled to or has an expectation of receiving as a consequence of and arising out of AFFILIATE's relationship with ATG. AFFILIATE is not entitled to any severance pay or other similar compensation upon termination of the Agreement.

15.3 Miscellaneous. The Agreement will be governed by the laws of the State of Washington, and AFFILIATE consents to jurisdiction and venue in the state and federal courts sitting in King County, Washington. AFFILIATE waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either Party in the manner authorized by applicable law or court rule. In any action or suit to enforce any right or remedy under the Agreement or to interpret any provision of the Agreement, the prevailing Party will be entitled to recover its costs, including reasonable attorneys' fees. The Agreement will be binding upon and inure solely to the benefit of the Parties and their respective successors and legal assigns, and no other person will be entitled to any of the benefits under the Agreement. The Agreement may be assigned by ATG but will not be assigned by AFFILIATE without the prior written consent of ATG, which may be withheld in its sole discretion. Except as otherwise set forth above, the Parties may amend or waive observance of any term of the Agreement, either generally or particularly, either retroactively or prospectively, but only by a writing signed by both Parties and dated after the Effective Date, which will bind both parties. A waiver of, exception to, or failure to enforce any term in this Agreement will not be deemed a further or continuing waiver of such or any other term. However, AFFILIATE may unilaterally waive its rights to Earned Commissions, if any, either orally or in writing, either expressly or impliedly. AFFILIATE's acceptance of Earned Commissions at a percentage less than that to which AFFILIATE would otherwise be entitled under the Agreement as of the Effective Data is deemed to be a waiver of AFFILIATE's right to Earned Commissions at any rate other than the Earned Commissions rate posted at the ATG Site as of the date of such waiver. Should a court of competent jurisdiction find any of the Agreement's terms, or portion thereof, unenforceable, that term will be enforced to the maximum extent permissible so as to affect the Parties' intent, and the remainder of the Agreement will continue in full force and effect. AFFILIATE has read the Agreement, agrees to all terms and conditions contained in the Agreement has evaluated the desirability of entering into the Agreement with ATG, and makes this Application based solely on the information and terms contained in the Application. This Application is not an offer by ATG and will not be effective until expressly accepted and Signed by ATG, but only if having first been Signed by AFFILIATE. The Agreement, if formed, is the Parties' entire agreement with respect to, and supersedes all prior and contemporaneous communications and all prior agreements between the Parties regarding, the subject matter.