Meeting Resources

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MEETING RESOURCES, INC. AFFILIATE PROGRAM AGREEMENT

This agreement ("Agreement") contains the complete terms and conditions for your participation in the Meeting Resources, Inc. Affiliate Program. As used in this Agreement, "you" means the applicant seeking to participate as an affiliate in the Affiliate Program.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MEETING RESOURCES, INC. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. Marketing of Meeting Resources, Inc.'s lodging products

(a) Marketing of Meeting Resources, Inc.'s lodging products. You agree to market the travel products offered by Meeting Resources, Inc. including without limitation lodging, car rental and air ticket products, which may change from time to time. You shall market the Meeting Resources, Inc. Travel Products through the use of the Meeting Resources, Inc.s Affiliate Program.

(e) Exclusivity. During the term of this Agreement, you shall not, either directly or indirectly through any link or advertisement, offer any travel product similar to any Meeting Resources, Inc. Travel Product then offered through the Meeting Resources, Inc. Links.

2. Commissions Payable to you by Meeting Resources, Inc.

(a) Commission Calculation. For all travel products and services booked with Meeting Resources, Inc. through the Affiliation Site during the term of this Agreement, Meeting Resources, Inc. will pay you a commission calculated as set forth below.

(i) You will be entitled a 3% of the gross amount, exclusive of taxes, tax recovery charges, service fees and customer adjustments charged to customers for any consumed Meeting Resources, Inc. lodging booking for which the rental rate is contracted in advance by Meeting Resources, Inc. on a net rate basis (each, a "Net Rate Room"). A room is considered consumed, and the commission earned, upon the check out date of booking reserved through Meeting Resources, Inc. Affiliation program.

(ii) You will be entitled to a commission of $1.00 per air ticket booking.

(iii) You will be entitled to 30% of the lesser of (i) the industry standard commission rate owed to Meeting Resources, Inc. for any booking of a Meeting Resources, Inc. travel product other than a Net Rate Room, air ticket or rental cars, and (ii) the amount actually collected by Meeting Resources, Inc. for such booking.

(b) Transaction Covered by Commissions. Commissions are paid only on transactions that originate through the Affiliate Site. No commissions shall be paid on subsequent bookings by the same customer unless that subsequent booking is made through the Affiliate Site. Meeting Resources, Inc. shall not offer to your customers any inducements to circumvent the Affiliate Site.

(c) Commission Payments. Meeting Resources, Inc. shall pay to you by the 25th of each month all commissions due you with respect to Net Rate Rooms consumed during the previous month. Meeting Resources, Inc. shall pay to you by the 25th day of each month all commissions due to you with respect to commissions for Travel Products other than Net Rate Rooms collected by Meeting Resources, Inc. during the pervious month.

3. Amendments, Term, Warranties, Liability, and other Provisions

(a) Term. Unless earlier terminated in accordance with the terms of this Agreement, the term of this Agreement is three years from the date indicated on the signature page below, and shall thereafter be renewed on a year-to-year basis unless terminated by either party prior to the last month of the initial term and any renewal term.

(b) Termination Rights. This Agreement may be terminated by either party in the event of a breach of any of the terms of this Agreement, provided that if the breach is capable of being cured, the breaching party shall be given 30 calendar days to cure such breach prior to any right of termination arising.

(c) Absence of other Warranties. Neither you nor Meeting Resources, Inc. makes express or implied warranties or representations, except as expressly provided in this Agreement. Each party represents and warrants that (i) it has the right and authority to enter into this Agreement and to comply with and perform its obligations hereunder; (ii) it has not entered into any other agreements inconsistent with its performance under this Agreement; (iii) each party's applicable website will operate in accordance with this Agreement, and is in good working order, free from material error, defects and malfunctions and in accordance with industry standards; and (iv) each party shall perform its services hereunder in a timely, competent, professional and workmanlike manner using properly trained and qualified individuals.

(d) Assignment. Neither party shall assign its rights or obligations under this Agreement, in whole or in part, to an unrelated third party without the prior written consent of the other party, other than an assignment to any of its subsidiaries, related affiliates (brother/sister corporations) or parent corporations. You covenant that it shall not transfer ownership of any of the Affiliate Sites without the transferee first having assumed the obligations in this Agreement.

(e) Prohibited Activities. Meeting Resources, Inc. and you each covenant and agree that during the term of this Agreement it shall not (i) engage in spamming activities that relate or refer, directly or through links, to the other party, (ii) place material on any site linked to any site of the other party that is materially not appropriate for general and family viewing, such prohibited materials include adult materials, sexual materials, materials advocating violence or hatred, or any material the display of which may be a crime in any state.

(f) Publicity and Marks. Each party shall (i) submit to the other all advertising, written sales promotions, press releases and other publicity matters relating to this Agreement (other than such materials disseminated solely on an internal basis) in which any of the other party's trade name, trademark, service mark, logo or other similar indicia of identity or source (collectively, "Marks") are used and (ii) not publish or use any such advertising, sales promotions, press releases or other publicity matters without the other party's prior written consent. Each party shall comply with the other party's requirements regarding the format and placement of its Marks. Neither party shall take any action to register or otherwise interfere with the other party's interests in its Marks. Unless specifically provided for herein, neither party shall adopt or otherwise use any trademark, trade name, service mark, logo, or symbol that is similar to, or likely to be confused with, any of the other party's Marks. Each party's use of the other party's Marks shall inure to the benefit of the other party.

(g) Liability Limitations. In the event either party shall be liable to the other for any matter arising out of or related to this Agreement, the amount of damages recoverable against the other shall not include, nor will the other party be liable for, any indirect, incidental, consequential or punitive damages of any party, including third parties. In no event shall either party's liability exceed the greater of (i) US$100,000, or (ii) the amount of commissions actually paid pursuant to this Agreement. The provisions of this section will survive the expiration or earlier termination of this Agreement for any reason. This Section shall not apply to (i) either party's obligations in Section 3(i) below, (ii) breaches by a party of its obligations in Section 4 below, or (iii) the willful or reckless acts or omissions of a party, its agents or employees.

(h) Dispute Resolution/Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws rules of any jurisdiction. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If the parties are unable to resolve the dispute by negotiation, either party shall have the right to submit the dispute to binding arbitration ("Arbitration"). Such Arbitration shall be conducted under the rules of the American Arbitration Association's Commercial Arbitration Rules. The arbitrator will be selected by agreement of the parties. If the parties cannot agree on an arbitrator, an arbitrator will be designated by the American Arbitration Association. Any arbitrator so designated must be acceptable to all parties. The arbitrator shall have the authority to award compensatory damages only. The award rendered by the arbitrator shall be final, binding and non-appealable, and judgment upon such award may be entered by any court of competent jurisdiction. Other than those matters involving injunctive relief as a remedy, including during a pending Arbitration, or any action necessary to enforce the award of the arbitrators, the provisions of this paragraph shall be a complete defense to any suit, action or other proceeding instituted in any court with respect to any dispute, controversy or claim arising out of or related to this Agreement, or the creation, validity, interpretation, breach or termination of this Agreement. Each party shall be responsible for its own expenses, including legal fees, incurred in the course of the Arbitration. The fees of the arbitrator shall be divided evenly between the parties. The Arbitration shall be conducted in Phoenix, Arizona, USA. The provisions of this paragraph will not prevent either party from seeking (i) equitable relief regarding the other party's breach of its confidentiality provisions of the Agreement or (ii) specific performance of the other party's material breach of its obligations under this Agreement. Both parties agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their responsibilities under this Agreement that are not affected by the dispute.

(i) Indemnification. Each party agrees to indemnify, defend and hold the other party, its directors, officers, employees and agents harmless from and against any and all costs, liabilities, expenses, judgments, damages and other losses (including, without limitation, reasonable attorney's fees, costs, judgments, awards, settlement amounts and expenses with respect thereto) arising from any third party claim or action that is caused by, or results from, (i) a breach of any of the other party's representations or warranties contained in this Agreement, (ii) the other party's willful misfeasance, bad faith or gross negligence in the performance of or failure to perform as provided in this Agreement, (iii) any claim made by any third party that the use by a party of any of trademarks or trade names of the other party as permitted by this Agreement infringes any trademark or any other intellectual property or proprietary right of such third party, (iv) any claim made by a third party that the indemnifying party's website, or any data, software, method, service or material provided by the indemnifying party, (1) infringes any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right of such third party, or (2) violates any applicable law including, without limitation, any right of privacy. In the event an indemnification obligation arises under this Agreement, (i) the party seeking indemnification (without limitation on the indemnifying party's indemnity obligations) shall use reasonable efforts to notify the indemnifying party promptly of the claim (provided, however, that the failure of the indemnified party to provide timely notice will only relieve the indemnifying party from its obligations hereunder to the extent that such late notice prejudiced its defense or resulted in increased losses); (ii) the indemnifying party shall assume defense of the claim with counsel reasonably acceptable to the party seeking indemnification; (iii) neither party shall enter into a settlement or other resolution of the claim that imposes liability on the other party without the other party's consent; and (iv) the party seeking indemnification shall, at the indemnifying party's expense, provide reasonable cooperation to the indemnifying party in defending or settling the claim. The obligations in this Section 3(i) shall survive the expiration or earlier termination of this Agreement indefinitely.

4. Confidentiality

Meeting Resources, Inc. and you each agree to keep confidential the other party's Confidential Information, and that the Confidential Information will not, without the other party's consent, be disclosed in any manner whatsoever, in whole or in part, and shall not be used other than as contemplated by this Agreement. The information contained in the Confidential Schedules to this Agreement constitutes Confidential Information of the parties. Further, each party will share the Confidential Information with only those persons within its company (and its advisors) who need to know the Confidential Information for the purpose of assisting in the performance of the Agreement and who are informed of, and agree to be bound by the terms hereof as if a party to, this Agreement. For the purposes of this Agreement, "Confidential Information" shall mean information that is marked "CONFIDENTIAL," "RESTRICTED" or "PROPRIETARY," or which by its nature or context should be reasonably understood to be confidential information of such party or its licensors or subcontractors. Without limiting the foregoing, Confidential Information shall include non-public, confidential, and proprietary information, including information regarding pricing, commissions, rates, terms, vendors, programs, processes, and practices, relating to a party's business operations or pursuant to this Agreement. Confidential Information does not include information that (i) is or becomes publicly available other than as a result of acts by the other party in violation of this Agreement, (ii) is already in the possession of the other party prior to disclosure of that information, (iii) is or becomes available to the other party from a source that, to that party's best knowledge, is not bound by a confidentiality agreement prohibiting such disclosure, or (iii) is independently developed by the receiving party. The receiving party may disclose the disclosing party's Confidential Information as required under applicable law or regulation; provided, however, that (i) the receiving party must give the disclosing party prompt written notice prior to such disclosure and make a reasonable effort to obtain a protective order against such disclosure, and (ii) any such disclosure shall be limited in scope, nature and degree to that deemed necessary by competent counsel.

5. Advertising

(a) Predatory Advertising. You agree not to use any predatory advertising methods designed to generate traffic from any website owned or operated by Meeting Resources, Inc. or any of their related companies, including, without limitation, www.meeting-resources.com. In addition, you agree to prohibit its websites from such predatory advertising methods. Predatory advertising is defined as any method that creates or overlays links or banners on websites, spawns browser windows, or any method invented to generate traffic from a website without that website owner's, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing browser plugins such as TopText and +Surf, banner replacement technology such as Gator, browser spawning technology that is not website dependent.

(b) Keyword Advertising. You agree it shall not bid on the names "meeting-resources" for preferential placement in any cost per click search engine or other search engine in which search result page listing order is determined by payment to the search engine or other third party. In addition, you agree that it shall not use the names "Meeting Resources" in keyword meta tags on any pages of the Affiliate Sites or any other websites owned and or operated by you.

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