THE MEDICAL SUPPLY COMPANY AFFILIATES OPERATING PROGRAM AGREEMENT

This is a legal Agreement, between you and The Medical Supply Company. You agree that by submitting an application to the Medical Supply Company Affiliate Program ("Program") 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. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Medical Supply Company Affiliates Program (the "Program"). The purpose of this agreement is to allow HTML linking between your web site and The Medical Supply Company's website. As used in this Agreement, "we", "us" and "our" will mean The Medical Supply Company (www.medsupplyco.com) and "you", "your" and "yours" will mean the applicant.

AFFILIATES WILL HAVE TO PROVIDE THE FOLLOWING: THE MEDICAL SUPPLY COMPANY WILL PROVIDE YOU WITH THE FOLLOWING: LINKS ON YOUR SITE
Once you have been accepted into the Affiliate Program, we will provide you with special "tagged" link (link) to place on your site that links to our home page at http://www.medsupplyco.com. These links will permit accurate tracking, reporting, and referral fee accrual. You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

ORDER PROCESSING
We will process orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. The Medical Supply Company will be responsible for all aspects of order processing and follow-up, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will be responsible for all aspects of order processing and fulfillment. All of The Medical Supply Company's rules, policies and operating procedures concerning orders and customer service apply to those customers. We will track sales made to customers who purchase products referred using Special Links from your site to our site.

COMMISSIONS
You are eligible to earn a commission as calculated below during the term of this Agreement. The exact amount of commission due to you in any given quarter is calculated as follows: The commission amount is at least $50. Commissions will be calculated as 5% of all product gross sales revenue, paid by credit or check, of products sold by The Medical Supply Company to any user properly tagged and identifiable to The Medical Supply Company as a user originating from your website, not to include taxes, returns, credits, shipping or any other customary charges or deductions. Payment of this type of commission will be made on a quarterly calendar basis. The session ends upon the following event 30 minutes elapses from the customer's initial click-through.

We will not, however, pay commissions on any products that are added to a customer's Shopping Cart after the customer has reentered our site (other than through a Special Link), as determined by us, even if the customer previously followed a link from your site to our site, or for Products that are purchased through any device (an "Internet Access Appliance") that provides Internet access but does not present our site, or permit users to access and interact with our site, in the same manner as a desktop computer (e.g., mobile devices such as cellular telephones or PDAs that may access only limited or modified versions of our site You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products."

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); (b) post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance; (c) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (e) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (g) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

COMMISSION PAYMENT
We will pay you commissions on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned. However, if the referral fees payable to you for any calendar quarter are less than $50, we will hold payment until the total amount due is at least $50 or (if earlier) until this Agreement is terminated. In calculating referral fees, we will deduct the corresponding referral fee from your next quarterly payment if a product that generated a referral fee is returned by the customer. If there is no subsequent payment, we will send you a bill for the referral fee.

POLICIES AND PRICING
Customers who buy products through this Program will be deemed to be customers of The Medical Supply Company (www.medsupplyco.com). Accordingly, The Medical Supply Company rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

IDENTIFYING YOURSELF AS AN AFFILIATE
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

INDEMNIFICATION
Each party agrees to indemnify and hold harmless the other party and its employees, representatives, agents and affiliates, against any and all claims, suits, actions, or other proceedings brought against it based on or arising from any claim (i) resulting from its breach of this Agreement, or (ii) resulting from its violation of any third-party intellectual property right (including any copyright, patent, trademark, or trade secret) or misappropriation of any third-party material, or (iii) resulting from any of your defamatory, or libelous acts, or (iv) resulting from the party's violation of any third-party right of publicity or privacy. The indemnifier will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the indemnified party in connection with or arising from any such claim, suit, action or proceeding

LIMITED LICENSE
The Medical Supply Company grants you a nonexclusive, non-transferable, revocable right to grant you access to The Medical Supply Company's site through HTML links solely in accordance with the terms of this Agreement. You may not alter, modify or change the Licensed Materials in any way. You agree to follow our guidelines regarding the uses of Licensed Materials by you shall be subject to the The Medical Supply Company's trademark usage guidelines as provided you from time to time. You agree that all uses of the Licensed Materials will be on behalf of The Medical Supply Company and the goodwill associated therewith will inure to the sole benefit of The Medical Supply Company. We reserve the right to revoke your license at any time by giving you written notice.

TERMINATION OF AGREEMENT
This Agreement may be immediately terminated at any time, with or without cause, by giving the other party thirty (30) days written notice by mail, email or fax. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove your links to our site, and all The Medical Supply Company's trademarks, logos, product images, and all other material provided by or on behalf of us to you pursuant hereto or in connection with the Program. Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned.

MODIFICATION OF AGREEMENT
The Medical Supply Company reserves the right to modify any of the terms and conditions of this Agreement, at any time in its sole discretion. In such event, The Medical Supply Company will notify you by email. Modifications may include, but are not limited to, changes in the scope of commissions, payment procedures and The Medical Supply Company's Affiliate Program rules. If any modification is unacceptable, your only recourse is to terminate this Agreement. Continued participation in this Affiliate Program following posting of the change notice will constitute your binding acceptance to the changes in the agreement.

RELATIONSHIP OF PARTIES
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.

LIMITATIONS OF LIABILITY
The Medical Supply Company 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, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

DISCLAIMERS
The Medical Supply Company make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, The Medical Supply Company makes 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.

MISCELLANEOUS PROVISIONS
You are deemed an independent contractor with respect to this Agreement, and nothing contained herein shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship. Neither party may assign their rights or obligations under this Agreement to any party, except to a third party who obtains all or substantially all of the assigning party's business or assets.

This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof. You may not amend or waive any provision of this Agreement.

This Agreement represents the entire agreement between The Medical Supply Company and you and shall supersede all prior agreements and communications of the parties, oral or written.

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.

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.

INDEPENDENT INVESTIGATION
YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIM PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in New York, NY, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of New York (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Miscellaneous
This Agreement will be governed by the laws of the United States and the state of New York, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.