Our affiliates are very important to us. We will
do our best to treat you with the fairness and respect you deserve. We simply
ask the same consideration of you. I have written the following affiliate
agreement with you in mind, as well as to protect our company's good name. So
please bear with us as we take you through this legal formality.

If you have any questions, please don't hesitate
to let us know. We are strong believers in straight-forward and honest
communication. 

For quickest results please email us at
[email protected]. 

You can also reach us via phone: 623.218.7644.

Best regards,

Angela Davis?

Bloomfield Bath, LLC

Bloomfield Bath AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Bloomfield
Bath, LLC. (DBA BLOOMFIELDBATH.COM)

BY SUBMITTING THE ONLINE APPLICATION YOU ARE
AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM
AND CONDITION.

1. Overview

This Agreement contains the complete terms and
conditions that apply to you becoming an affiliate in BloomfieldBath.com's
Affiliate Program. The purpose of this Agreement is to allow HTML linking
between your web site and the BloomfieldBath.com web site. Please note that throughout
this Agreement, "we," "us," and "our" refer to
BloomfieldBath.com, and "you," "your," and
"yours" refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will
complete and submit the online application. The fact that we auto-approve
applications does not imply that we may not re-evaluate your application at a
later time. We may reject your application at our sole discretion. We may
cancel your application if we determine that your site is unsuitable for our
Program, including if it:

2.1.1. Promotes sexually explicit materials
?2.1.2. Promotes violence ?2.1.3. Promotes discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age ?2.1.4. Promotes
illegal activities ?2.1.5. Incorporates any materials which infringe or assist
others to infringe on any copyright, trademark or other intellectual property
rights or to violate the law ?2.1.6. Includes "Bloomfield Bath" or
variations or misspellings thereof in its domain name ?2.1.7. Is otherwise in
any way unlawful, harmful, threatening, defamatory, obscene, harassing, or
racially, ethnically or otherwise objectionable to us in our sole discretion.
?2.1.8. Contains software downloads that potentially enable diversions of
commission from other affiliates in our program. ?2.1.9. You may not create or
design your website or any other website that you operate, explicitly or
implied in a manner which resembles our website nor design your website in a
manner which leads customers to believe you are Merchant.com or any other
affiliated business.

2.2. As a member of BloomfieldBath.com's
Affiliate Program, you will have access to Affiliate Account Manager. Here you
will be able to review our Program’s details and previously-published affiliate
newsletters, download HTML code (that provides for links to web pages within
the BloomfieldBath.com web site) and banner creatives, browse and get tracking
codes for our coupons and deals. In order for us to accurately keep track of
all guest visits from your site to ours, you must use the HTML code that we
provide for each banner, text link, or other affiliate link we provide you
with.

2.3. BloomfieldBath.com reserves the right, at
any time, to review your placement and approve the use of Your Links and
require that you change the placement or use to comply with the guidelines
provided to you.

2.4. The maintenance and the updating of your
site will be your responsibility. We may monitor your site as we feel necessary
to make sure that it is up-to-date and to notify you of any changes that we
feel should enhance your performance.

2.5. It is entirely your responsibility to follow
all applicable intellectual property and other laws that pertain to your site.
You must have express permission to use any person's copyrighted material,
whether it be a writing, an image, or any other copyrightable work. We will not
be responsible (and you will be solely responsible) if you use another person's
copyrighted material or other intellectual property in violation of the law or
any third party rights.

3. BloomfieldBath.com Rights and Obligations

3.1. We have the right to monitor your site at
any time to determine if you are following the terms and conditions of this
Agreement. We may notify you of any changes to your site that we feel should be
made, or to make sure that your links to our web site are appropriate and to
notify further you of any changes that we feel should be made. If you do not
make the changes to your site that we feel are necessary, we reserve the right
to terminate your participation in the BloomfieldBath.com Affiliate Program.

3.2. BloomfieldBath.com reserves the right to
terminate this Agreement and your participation in the BloomfieldBath.com
Affiliate Program immediately and without notice to you should you commit fraud
in your use of the BloomfieldBath.com Affiliate Program or should you abuse
this program in any way. If such fraud or abuse is detected, BloomfieldBath.com
shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our
acceptance of your Affiliate application, and will continue unless terminated
hereunder.

4. Termination

Either you or we may end this Agreement AT ANY
TIME, with or without cause, by giving the other party written notice. Written
notice can be in the form of mail, email or fax. In addition, this Agreement
will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in
this Agreement at any time at our sole discretion. In such event, you will be
notified by email. Modifications may include, but are not limited to, changes
in the payment procedures and BloomfieldBath.com's Affiliate Program rules. If
any modification is unacceptable to you, your only option is to end this
Agreement. Your continued participation in BloomfieldBath.com's Affiliate
Program following the posting of the change notice or new Agreement on our site
will indicate your agreement to the changes.

6. Payment

BloomfieldBath.com uses a third party to handle
all of the tracking and payment. The third party is the Refersion.com affiliate
network. Kindly review the network’s payment terms and conditions.

7. Access to Affiliate Account Interface

You will create a password so that you may enter
Refersion’s secure affiliate account interface. From their site you will be
able to receive your reports that will describe our calculation of the
commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites,
but naturally any promotion that mentions BloomfieldBath.com could be perceived
by the public or the press as a joint effort. You should know that certain
forms of advertising are always prohibited by BloomfieldBath.com. For example,
advertising commonly referred to as "spamming" is unacceptable to us
and could cause damage to our name. Other generally prohibited forms of
advertising include the use of unsolicited commercial email (UCE), postings to
non-commercial newsgroups and cross-posting to multiple newsgroups at once. In
addition, you may not advertise in any way that effectively conceals or
misrepresents your identity, your domain name, or your return email address.
You may use mailings to customers to promote BloomfieldBath.com so long as the
recipient is already a customer or subscriber of your services or web site, and
recipients have the option to remove themselves from future mailings. Also, you
may post to newsgroups to promote BloomfieldBath.com so long as the news group
specifically welcomes commercial messages. At all times, you must clearly
represent yourself and your web sites as independent from BloomfieldBath.com.
If it comes to our attention that you are spamming, we will consider that cause
for immediate termination of this Agreement and your participation in the BloomfieldBath.com
Affiliate Program. Any pending balances owed to you will not be paid if your
account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or
exclusively bid in their Pay-Per-Click campaigns on keywords such as bloomfieldbath.com,
Bloomfield Bath, www.bloomfieldbath, www.bloomfieldbath.com, and/or any
misspellings or similar alterations of these – be it separately or in
combination with other keywords – and do not direct the traffic from such
campaigns to their own website prior to re-directing it to ours, will be
considered trademark violators, and will be banned from Bloomfield Bath’s
Affiliate Program. We will do everything possible to contact the affiliate
prior to the ban. However, we reserve the right to expel any trademark violator
from our affiliate program without prior notice, and on the first occurrence of
such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in
prospect’s information into the lead form as long as the prospects’ information
is real and true, and these are valid leads (i.e. sincerely interested in Bloomfield
Bath’s service).

8.4. Affiliate shall not transmit any so-called
“interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance
Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or
“deceptive pop-ups and/or pop-unders” to consumers from the time the consumer
clicks on a qualifying link until such time as the consumer has fully exited
Merchant’s site (i.e., no page from our site or any Bloomfield Bath.com’s
content or branding is visible on the end-user’s screen). As used herein a.
“Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through
accidental or direct intent causes the overwriting of affiliate and non
affiliate commission tracking cookies through any other means than a customer
initiated click on a qualifying link on a web page or email; (b) intercepts
searches to redirect traffic through an installed software, thereby causing,
pop ups, commission tracking cookies to be put in place or other commission
tracking cookies to be overwritten where a user would under normal
circumstances have arrived at the same destination through the results given by
the search (search engines being, but not limited to, Google, MSN, Yahoo,
Overture, AltaVista, Hotbot and similar search or directory engines); (c) set
commission tracking cookies through loading of Merchant site in IFrames, hidden
links and automatic pop ups that open BloomfieldBath.com’s site; (d) targets
text on web sites, other than those web sites 100% owned by the application
owner, for the purpose of contextual marketing; (e) removes, replaces or blocks
the visibility of Affiliate banners with any other banners, other than those
that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive,
non-transferable, revocable right to (i) access our site through HTML links
solely in accordance with the terms of this Agreement and (ii) solely in
connection with such links, to use our logos, trade names, trademarks, and
similar identifying material (collectively, the "Licensed Materials")
that we provide to you or authorize for such purpose. You are only entitled to
use the Licensed Materials to the extent that you are a member in good standing
of BloomfieldBath.com's Affiliate Program. You agree that all uses of the
Licensed Materials will be on behalf of Merchant.com and the good will
associated therewith will inure to the sole benefit of bloomfieldbath.com.

9.2. Each party agrees not to use the other's
proprietary materials in any manner that is disparaging, misleading, obscene or
that otherwise portrays the party in a negative light. Each party reserves all
of its respective rights in the proprietary materials covered by this license.
Other than the license granted in this Agreement, each party retains all right,
title, and interest to its respective rights and no right, title, or interest
is transferred to the other.

10. Disclaimer

BloomfieldBath.COM MAKES NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES REGARDING MERCHANT.COM SERVICE AND WEB SITE OR
THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF
MERCHANT.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly
executed and delivered by you and constitutes your legal, valid, and binding
obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and
authority to enter into and be bound by the terms and conditions of this
Agreement and to perform your obligations under this Agreement, without the
approval or consent of any other party;

11.3. You have sufficient right, title, and
interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO
EVENT SHALL MERCHANT.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION
FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless bloomfieldbath.com,
and its subsidiaries and affiliates, and their directors, officers, employees,
agents, shareholders, partners, members, and other owners, against any and all
claims, actions, demands, liabilities, losses, damages, judgments, settlements,
costs, and expenses (including reasonable attorneys' fees) (any or all of the
foregoing hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on (i) any claim that
our use of the affiliate trademarks infringes on any trademark, trade name,
service mark, copyright, license, intellectual property, or other proprietary
right of any third party, (ii) any misrepresentation of a representation or
warranty or breach of a covenant and agreement made by you herein, or (iii) any
claim related to your site, including, without limitation, content therein not
attributable to us.

14. Confidentiality

All confidential information, including, but not
limited to, any business, technical, financial, and customer information,
disclosed by one party to the other during negotiation or the effective term of
this Agreement which is marked "Confidential," will remain the sole
property of the disclosing party, and each party will keep in confidence and
not use or disclose such proprietary information of the other party without
express written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent
contractor, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship
between you and bloomfieldbath.com. 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 any other of Your Site or otherwise, that
reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or
obligations under this Agreement to any party, except to a party who obtains
all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York without regard
to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of
this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire
agreement between us and you, and shall supersede all prior agreements and
communications of the parties, oral or written.

15.6. The headings and titles contained in this
Agreement are included for convenience only, and shall not limit or otherwise
affect the terms of this Agreement.

15.7. If any provision of this Agreement is held
to be invalid or unenforceable, that provision shall be eliminated or limited
to the minimum extent necessary such that the intent of the parties is
effectuated, and the remainder of this agreement shall have full force and
effect.