This is to confirm the terms of our agreement whereby you (the "AFFILIATE") will market hotel products of Hotel Reservations Network and its designated affiliates ("hoteldiscount!com's") via the Internet in return for a commission.

1. The AFFILIATE will market for hoteldiscount!com by establishing links from the AFFILIATE's website to hoteldiscount!com's website, and is authorized by hoteldiscount!com to promote and convey orders for hoteldiscount!com's hotel products subject to hoteldiscount!com's terms and conditions.

2. hoteldiscount!com shall offer its hotel products to the AFFILIATE at the same rates it offers these products to the public and the AFFILIATE shall sell hoteldiscount!com's products at such rates.

3. hoteldiscount!com shall make available to the AFFILIATE a graphic image link which AFFILIATE shall display on its site and which shall link the AFFILIATE site to hoteldiscount!com's site. By utilizing this link, visitors to AFFILIATE'S site will be able to book any of hoteldiscount!com's on-line hotels. hoteldiscount!com shall provide AFFILIATE with a unique URL to track activity, and the link shall be directed to this unique URL. The AFFILIATE and hoteldiscount!com may agree to utilize a text link or order link and such links shall be directed to this unique URL.

4. The AFFILIATE shall have the option to co-brand the site by providing art work to hoteldiscount!com so that the site has the look and feel of the AFFILIATE'S site. If the AFFILIATE elects this option, hoteldiscount!com shall provide the AFFILIATE with the specifications for such art, AFFILIATE shall provide such art to hoteldiscount!com and hoteldiscount!com shall build the co-branded pages using such art.

5. The AFFILIATE acknowledges that hoteldiscount!com is expending funds and devoting resources to facilitate sales for the AFFILIATE and in consideration for these expenditures, the AFFILIATE agrees to exercise best efforts to promote hoteldiscount!com's hotel products on the AFFILIATE'S site. The AFFILIATE agrees that hoteldiscount!com shall be the exclusive hotel booking engine on the AFFILIATE'S site.

6. hoteldiscount!com shall pay the AFFILIATE a commission of 5% before tax for all orders place and consumed through the AFFILIATE's link to hoteldiscount!com's site. Reports and commission shall be paid monthly. However, if commissions are less than $100 in any month, HRN reserves the right to pay quarterly.

7. The above commission shall be the sole compensation that the AFFILIATE is entitled to receive under this agreement. All orders are subject to acceptance by hoteldiscount!com in accordance with its policies at the time of booking request. hoteldiscount!com policies are subject to change without notice.

8. The term of the agreement shall be for a period of five years from the date this agreement is accepted and signed by hoteldiscount!com. The agreement shall be automatically renewed for successive periods of one year unless canceled in writing by either party 30 days before the end of any year period. If canceled, hoteldiscount!com shall pay the AFFILIATE commissions for any bookings generated until cancellation.

9. The AFFILIATE customers shall receive the same benefits and same high level of service regular hoteldiscount!com customers.

10. hoteldiscount!com grants the AFFILIATE a nonexclusive, revocable right to use the icon and message described above and such other images for which we grant express permission, solely for the purpose of identifying the AFFILIATE site as a Program participant and to assist in generating product sales. hoteldiscount!com reserves all of its rights in the icon, the message, any other images, its trade names and trademarks, and all other intellectual property rights. hoteldiscount!com may revoke the AFFILIATE'S license at any time by giving the AFFILIATE written notice.

11. The AFFILIATE will be solely responsible for the development, operation and maintenance of the AFFILIATE'S site and for all materials that appear on the AFFILIATE'S site. For example, the AFFILIATE will be solely responsible for:

• the technical operation of the AFFILIATE'S site and all related equipment
  
• the accuracy and appropriateness of materials posted on the AFFILIATE'S site
  
• ensuring that materials posted on the AFFILIATE'S 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 the AFFILIATE site are not libelous or otherwise illegal. hoteldiscount!com disclaims all liability for these matters. Further, the AFFILIATE will indemnify and hold hoteldiscount!com harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of the AFFILIATE'S site.

12. hoteldiscount!com may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on hoteldiscount!com's site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO THE AFFILIATE, THE AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. THE AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING hoteldiscount!com'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON hoteldiscount!com'S SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. hoteldiscount!com will not be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement or the Program, even if hoteldiscount!com has been advised of the possibility of such damages. Further, hoteldiscount!com's aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the AFFILIATE under this Agreement.

14. hoteldiscount!com makes 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, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, hoteldiscount!com makes no representation that the operation or its site will be uninterrupted or error-free, and hoteldiscount!com will not be liable for the consequences of any interruptions or errors.

15. THE AFFILIATE ACKNOWLEDGES THAT THE AFFILIATE HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. THE AFFILIATE UNDERSTANDS THAT hoteldiscount!com 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 THE AFFILIATE'S WEB SITE. THE AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

16. The AFFILIATE may not assign this Agreement, by operation of law or otherwise, without hoteldiscount!com's prior written consent. hoteldiscount!com may not assign this Agreement except by operation of law, upon the sale of all or substantially all of the assets or stock of hoteldiscount!com, or to an affiliate of hoteldiscount!com. Subject to the restrictions in this Section 16, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and permitted assigns. hoteldiscount!com's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of hoteldiscount!com's right to subsequently enforce such provision or any other provision of this Agreement.

17. The use of one of hoteldiscount!com's names, logos, or trademarks must be approved in writing by hoteldiscount!com. The AFFILIATE is solely responsible for the operation and maintenance of its site. Except as otherwise stated herein, hoteldiscount!com makes no guarantee as the amount of revenue that may be generated pursuant to this agreement.

18. This agreement is made and entered into in Dallas County, Texas, Texas law applies. hoteldiscount!com and the AFFILIATE are independent contractors and nothing in this agreement shall be construed to a partnership or joint venture. This is merely an agreement to sell hotel rooms for commission. The parties agree that any dispute under this Agreement will be subject to binding arbitration under the commercial rules of the American Arbitration Association. The arbitration shall be conducted in Dallas County, Texas before neutral arbitrators. This is the entire agreement between the parties and may only be amended in writing signed by both parties.


If you have read the above Affiliate License Agreement, and you agree to be bound by its terms and conditions, please fill out the Online Affiiliate Application.


Sincerely,


David S. Litman, CEO