OXYWAVE AFFILIATE AGREEMENT CELLFOOD - PRODUCT LINE Policies and Procedures - SPAM will not be tolerated and will give cause for immediate termination of this agreement. For purposes of this Agreement, Affiliate includes the Affiliate and all of its Employees, agents and representatives, and all capitalized terms and conditions and/or in the Affiliate Guidelines. The Affiliate Guidelines, as used in these terms and conditions, shall mean those guidelines identified in outlined here and may be amended by OxyWave from time to time in at its sole discretion. 1. Process for becoming a Affiliate: Affiliate shall be subject to OxyWave’s approval criteria and qualifications set forth in OxyWaves current Affiliate Requirements. Requirements. Affiliate shall become a OxyWave Affiliate upon execution of this Agreement by OxyWave. 2. Entire Agreement: This Agreement and OxyWave documents referenced herein, including the then-current (a) Affiliate Requirements, (b) Rules of Conduct, (c) the OxyWave Compensation Plan, (d) Terms and Conditions of Product Sales and (e) Events of Default, Suspension and Termination (collectively, the Affiliate Guidelines constitute the entire agreement (Agreement) between OxyWave and Affiliate regarding its subject matter. This Agreement supersedes all prior contemporaneous agreements between the parties related to its subject matter. 3. Appointment: Subject to the terms of this Agreement, OxyWave hereby appoints Affiliate and Affiliate hereby accepts such appointment, as its nonexclusive Affiliate to (a) market, sell and distribute the Products from Affiliates address set forth on this agreement to the consuming public and wholesale resale customers. 4. Affiliate Requirements: Affiliate agrees to be bound by and to act in strict accordance with terms of the Affiliate Requirements. Affiliate shall honor all OxyWave Products warranties to its customers that are offered by OxyWave, including OxyWave’s 30-day money back guarantee. In addition, Affiliate will provide refunds to those customers who are not otherwise eligible under OxyWave’s then current refund policy, upon OxyWave’s request. 5. Compensation Parameters: OxyWave is a direct marketing company with a one tier commission schedule. Commission or other compensation will not be paid on the basis of recruiting or sponsoring other Affiliates, however a 15% commission will be paid on retail internet orders. Commission is earned and paid based on sales to retail customer. Commissions will not be paid on Affiliate's personal orders. Affiliate orders for personal use must be from the member area from the Affiliate Order and Price list link and member shopping cart. Affiliate orders placed from the retail (front end) shopping cart will be honored and shipped, however they will not be eligible for commission if the shipping address is the same as the Affiliates address. Affiliate keeps 100% of all profit from personal retail sales. (Not Internet) . Orders will be tracked with Agent ID numbers and paid by the 10th of the following month. 6. Products and Terms of Conditions of Sales: a. Products: During the terms of this Agreement, Affiliates may sell other products. b. Terms and Conditions of Sales: OxyWave agrees to sell to Affiliate and Affiliate agrees to purchase from OxyWave the Products in accordance with the OxyWave Terms and Conditions of Product Sales. AFFILIATE MUST ADHERE TO AGE RESTRICTIONS AS INDICATED ON LABEL OF OXYWAVE PRODUCTS. c. Point of Sale Information: Affiliate agrees to submit to OxyWave, on a regular basis as designated by OxyWave, the names and address of those customers to whom Affiliate has sold Products during the preceding reporting period, sales information, returns information and other information as OxyWave shall request from time to time. OxyWave shall have the right to use any such information obtained from Affiliate for any and all legal purposes. d. Rules of Conduct: Affiliate agrees to be bound by and act in strict accordance with the terms of the Rules of Conduct. Affiliate will make no claims of product benefits beyond those listed on Product labels or in company sponsored literature. In addition, Affiliate shall notify OxyWave promptly upon receiving notice of the occurrence of any adverse reaction by a customer which is claimed to be as a result of using Products, report the information orally to OxyWave by telephone. 7. Independent Contractor: Affiliate is and at all times will be an independent contractor in all matters relating to this Agreement. Affiliate and its employees are not agents or employees of OxyWave for any purposes and have no power or authority, whether apparent, actual, ostensible or otherwise, to bind or commit OxyWave in any way. 8. Prohibitions: Affiliate will not enter into any agreement, contract or arrangement with any customer, potential customer or with any person, firm, corporation, entity or enterprise imposing any legal obligation or liability of any kind on OxyWave in any way. Affiliate shall not develop any third party sales collateral with express written permission of OxyWave. Affiliates shall be responsible for maintaining a valid resale license and assuming all tax liabilities. CellFood Products are only available for distribution within the United States. Internet advertising, web sites and pricing must be approved by OxyWave. 9. Covenants and Indemnity: Affiliate agrees to defend, indemnify and hold OxyWave, its officers, and directors, employees and agents harmless from any claims, liabilities, damages, judgments, penalties, losses, costs, and expenses (including reasonable attorneys fees) incurred by reason of Affiliates breach or alleged breach of this Agreement and/or the terms set forth in the Affiliate Guidelines. 10. Names, Marks and Trademark License: Affiliate may use OxyWave, Cellfood, Deutrel Industries or NuScience Corporation manufacturers trademarks, tradenames, and logos only with the written approval from OxyWave, at its sole discretion as set forth in the Affiliate Guidelines. Upon Notification from OxyWave, Affiliate must update any previously approved use of OxyWaves trademarks, trade names, or logos at OxyWaves sole discretion. 11. Term/Termination/Effect of Termination: a. Term: This Agreement shall continue for so long as Affiliate is a OxyWave Affiliate in good standing and otherwise in compliance with this Agreement. b. Termination: This Agreement may be terminated by OxyWave in accordance with the section entitled øEvents of Default, Suspension and TerminationÓ. c. Effect of Termination: Upon termination of this Agreement, Affiliate will immediately cease using the OxyWave, Cellfood, Deutrel Industries or NuScience Corporation manufacturers name and trademarks as an authorized Affiliate of OxyWave and discontinue all representations that it is an authorized Affiliate of OxyWave. 12. Change in Affiliate Guidelines Content: OxyWave may, in its sole discretion, modify or change the terms and conditions of the Affiliate Guidelines, including any part thereof and/or of any Product mix upon notice. 13. Governing Law: This Agreement will be governed in all respects by and construed in accordance with the laws of the State of California 14. Read and Understand: By signing this agreement, Affiliate warrants and represents that Affiliate has received and reviewed a copy of this Agreement and the Affiliate Guidelines and understands their terms. Affiliate agrees that no one has made any representation, promise or guarantee that Affiliate will derive any specific income or profits from Affiliates Affiliateship. Affiliate has not relied on any such representation in deciding to become a Affiliate. Affiliate understands that Affiliates success will depend on Affiliates own abilities and substantial efforts by Affiliate. All logos, trademarks, images, and content is property of OXYWAVE, INC., or their respective companies. ALL RIGHTS RESERVED ©2004