AFFILIATES OPERATING AGREEMENT

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the A Perfect Dealer, Inc. Affiliates Program (the "Program"). As used in this Agreement, "we" means A Perfect Dealer, Inc., "you" means the applicant, and "sporting goods product" means any item offered for sale in the A Perfect Dealer, Inc. store. "Site" means a World Wide Web site and, depending on the context, refers either to A Perfect Dealer, Inc.'s site or to the site that you will link to our site.

1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, sites that:

• promote or contain or link to sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• violate intellectual property rights
• violate any local, state, federal or other law or regulation
• contain any libelous, defamatory or disparaging materials
• or contain little or no original content

If we reject your application, you are welcome to reapply to the Program at any time after having made the appropriate changes.

2. Listing Products on Your Site
You will link directly to the aPerfectDealer.com homepage. If you choose to select a sporting goods product to display, you will also display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You may not alter product images, descriptions and pricing. If you need a custom link designed contact affiliates@aperfectdealer.com.

If you would like to use links not created by A Perfect Dealer, Inc., or you would like to modify the links generated by the us, you need prior written permission from A Perfect Dealer. A Perfect Dealer will not be responsible for paying commissions to you for purchases by a customer entering A Perfect Dealer 's site from your site if you have not properly implemented the links and the URLs as specified by A Perfect Dealer. It is your responsibility to notify A Perfect Dealer of any malfunctioning of the link or any other problems with your participation in the Program.

You may add or delete sporting goods products (and related links) from your site at any time without our approval.

Additional brands and pricing issues may be added from time to time. New standards will be posted in the Operating Agreement. It is your responsibility as the affiliate to ensure that all changes to the Operating Agreement are adhered to.

As an affiliate, you may not promote your aPerfectDealer.com links through unsolicited emailing (i.e. spamming), newsgroup postings, or any other method of mass communication.

3. Order Processing
We will process sporting goods product orders placed by customers who follow links from your site to A Perfect Dealer, Inc. product pages. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. A Perfect Dealer shall have no obligation to ship any orders unless payment in full is received in advance. Prices for the products shall be set solely by A Perfect Dealer, Inc. A Perfect Dealer reserves the right to change its prices at any time, without notice to you or customers.

Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase sporting goods products using links from your site to our store and will provide you reports summarizing this sales activity. The form and content of these reports may vary from time to time at our discretion. Currently these reports are updated every month.

4. Referral Fees
Subject to the terms and conditions of this Agreement, we will pay you referral fees on all sporting goods product sales to third parties. For a sporting goods product sale to generate a referral fee, the customer must follow a link from your site to our store, purchase a sporting goods product using our automated ordering system, accept delivery of the sporting goods product at the shipping destination, and remit full payment to us.

5. Fee Schedule
You will earn referral fees based on the sale price of qualifying sporting goods products, according to fee schedules to be established by us. Sale price means the sale price a customer pays for a product and excludes costs for shipping, handling, gift wrapping, returns, charge backs, fraud, exchanges, credit card processing fees, and taxes. The quarterly fee schedule is as follows: Earn 10% for sales up to $5,000 in a quarter. If you expect to sell more than $5000 in one quarter please contact affiliates@aperfectdealer.com for commission schedule. The fee schedule is subject to change without notice. All determinations of the commissions will be made by A Perfect Dealer's in-house accountant or its regularly engaged independent certified public accountant, whose determination shall be final and binding on the parties hereto.

Within thirty (30) days after the end of each calendar month, A Perfect Dealer, Inc. will make available to you a report listing the number of orders placed during the preceding calendar month, the date such product was ordered, the item price charged on A Perfect Dealer's site for each product ordered, the Net Revenues Collected for each order and the commission due you for each order.

6. Fee Payment
Subject to the terms and conditions of this Agreement, we will pay you referral fees 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 on sporting goods products that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than $100.00, we will hold those fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a sporting goods product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee.

7. Policies & Pricing
Customers who buy sporting goods products through this Program will be deemed to be customers of A Perfect Dealer, Inc.. Accordingly, all A Perfect Dealer, Inc. rules, policies, and operating procedures concerning customer orders, customer service, marketing, promotions, and sporting goods 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 sporting goods products sold under this Program in accordance with our own pricing policies. Sporting goods product prices and availability may vary from time to time. Because price changes may affect sporting goods products that you already have listed on your site, we recommend that you do not include price information in your sporting goods product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular sporting goods product.

For additional information in regards to our policies and pricing, please see the FAQ for affiliates pages on aPerfectDealer.com.

8. Identifying Yourself as an Affiliate
We will make available to you a small graphic image that identifies your site as a Program participant. You will prominently display this logo or the phrase "in association with www.aperfectdealer.com" somewhere on your site. This graphic and/or phrase must link to the A Perfect Dealer, Inc. home page at http://www.aperfectdealer.com.

You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. 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 (including by expressing or implying that A Perfect Dealer, Inc. supports, sponsors, endorses or contributes money to any charity or other cause).

9. Limited License
We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the icon and message described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant. You may not modify the "Marks", the message, or any of our images in any way. We reserve all of our rights in the Mark, the message, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

10. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment creating and posting sporting goods product descriptions on your site and linking those descriptions to our site the accuracy and appropriateness of materials posted on your site (including, among other things, all sporting goods product-related materials) ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Except as provided here you agree that you have no rights, title or interest in or to the Marks, the message or other images will insure to the benefit of A Perfect Dealer, Inc. You agree not to apply for registration of any of the Marks (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of any A Perfect Dealer, Inc. Mark.

Members acknowledge and agree that their web site information (name, URL, traffic counts, etc.) may be utilized by A Perfect Dealer, Inc. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. Members agree to allow A Perfect Dealer, Inc. to use screen shots of any web page that contains the A Perfect Dealer HTML code in A Perfect Dealer, Inc. promotional materials.

The information provided by A perfect Dealer to members may be proprietary in nature. Members acknowledge that they are not competitors of A Perfect Dealer, Inc., and agree not to share this information with any competitors.

Anyone found in deliberate violation of these terms and conditions is subject to being banned from A Perfect Dealer.

11. Terms of the Agreement
The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related sporting goods product orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all A Perfect Dealer, Inc. trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

The terms and conditions of this Agreement represent the entire understanding between A Perfect Dealer, Inc. and you with respect to the subject matter of this Agreement, and supersede all prior and contemporaneous agreements express or implied, oral or written, except as herein contained. You may not modify or amend this Agreement other than by an agreement in writing signed by both A Perfect Dealer, Inc. and you.

12. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications.. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. 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.

You agree not to make any representations, warranties or other statements concerning any customer service matter, including A Perfect Dealer's site policies, product availability and/or pricing without the prior written consent of A Perfect Dealer and A Perfect Dealer, Inc. is not responsible or liable in any manner for any such statements.

14. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, 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 to this Agreement.

15. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any sporting goods 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, 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.

Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorney's fees) relating to any warranties or representations made by you with respect to the Program or any sporting goods sold through the program or A Perfect Dealer, Inc. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including without limitation, attorneys' fees) relating to any warranties or representations made by you with respect to the Program or any sporting goods sold through the program or A Perfect Dealer, Inc. This obligation will survive any termination of this Agreement.

16. Your Representations; Indemnification
You represent and warrant that any material that is displayed on your site and/or provided by you for display on APerfectDealer.com's site will not: i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights; ii) violate any applicable law, statute, ordinance or regulation; iii) be defamatory or libelous; iv) violate any applicable pornography or obscenity laws; v) promote violence or contain hate speech; or vi) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

You agree to indemnify, defend and hold harmless A Perfect Dealer, Inc. and its affiliates, directors, officers, employees and agents, from and against any and all liability, claim, loss, damage, injury or expense (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of your representations, warranties or obligations herein.

17. INDEPENDENT INVESTIGATION
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.

18. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of New Jersey, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal court located in Newark, NJ or state court in Hackensack, NJ, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.

In addition, you may not:

1. 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);
2. or post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance. If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, or posted Special Links on any such Web site or platform, 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.

If you need to send official correspondence
send it via certified mail return receipt requested to:
A Perfect Dealer, Inc.
Attn: General Counsel
459 Route 17
Shoprite Plaza
Hasbrouck Heights, NJ 07604
USA

Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and 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.