THIS AGREEMENT ("Agreement") is made between the applying Affiliate ("REP"), and Specialty Alliance Corporation ("OWNER").

WHEREAS, OWNER wishes to expand its distribution into new markets and into new distribution channels within the United States via this Agreement with REP;

WHEREAS, REP wishes to represent OWNER's Product to various vendees and has the knowledge, resources, contacts, and willingness to do so;

NOW, THEREFORE, in consideration of the promises contained herein, the parties agree as follows:

1. DEFINITION.

1.1. "Affiliate" shall refer to any person or organization that elects to earn Commission(s) marketing Product.

1.2. "Affiliate Profit Sharing™" shall mean a 10% portion of Net Company Profits paid to qualified Affiliates. The sum is calculated monthly by dividing the total number of Affiliates qualified by 10% Net Company Profits.

1.3. "Commission(s)" shall mean the monies paid to REP for Sales earned.

1.4. “Fixed Rate” shall mean a flat rate purchase price for Wholesale License Agreements offered by OWNER to REP.

1.5. "Matching Bonus" shall mean the $8.00 bonus paid to REP when a sponsored Affiliate sells a Non-Owned License Agreement.

1.6 “Net Company Profits” shall mean the total of OWNERS monthly operating expenses subtracted from OWNERS monthly gross revenues.

1.7. "Net Profit" shall mean the excess revenue from a Sale of an Owned License Agreement.

1.8. "Non-Owned License Agreement" shall mean a License Agreement owned by OWNER.

1.9. "Owned License Agreement" shall mean a License Agreement owned by REP.

1.10. "Product" shall mean the Calnique™ Custom Calendar and Wholesale License Agreements for retail sale.

1.11. "Registered User" shall refer to any individual or organization that purchases at Retail the Calnique™ Custom Calendar.

1.12. "Sale" shall mean the selling of a Calnique™ Custom Calendar License Agreement at Retail, or Wholesale License Agreements.

1.13. "Sponsor" shall mean the person or business who referred REP to OWNER.

1.14. "Tier One" shall mean any Sales made by REP.

1.15. "Tier Two" shall mean any Sales made by Affiliates sponsored by REP.

1.16. "Wholesale Volume" shall mean the dollar amount of Wholesale License Agreements purchased on REP's Tier One and Tier Two.

2. SELLING RIGHTS. OWNER offers to REP, and REP accepts from OWNER, the right to represent OWNER's Product to any United States Citizen 18 years or older, or any legal entity within the United States. OWNER reserves the right to refuse anyone, for any reason from becoming an Affiliate.

3. SPAMMING AND EMAIL. OWNER does not condone unsolicited bulk emailing or the spamming of newsgroups with the REP's assigned Identification Number. OWNER is not with an Internet Service Provider that will tolerate this. If REP sends unsolicited emails or emails addresses REP has bought or harvested, REP's Affiliate status will be immediately terminated and all Commissions owing REP for that month will be forfeited.

7.5. Form of Payment. All payments to REP shall be drawn on OWNER company checks and shall be delivered to REP via: (a) U.S. Postal Service; or (b) hand delivery; or (c) nationally recognized overnight delivery service. REP may utilize the Request-A-Check™ utility once per calendar month free of charge to receive a Commission check. REP agrees to and understands there is a $10,000.00 limit per check request and a $3.00 check processing fee will apply to any check requests following the one free issued check per calendar month.

8. WARRANTY. OWNER warrants that it has not entered into, and during the term of this Agreement will not enter into, any agreement expressly or impliedly inconsistent with the rights granted to REP by this Agreement. OWNER makes no warranties regarding the Merchantability of the Product and hereby expressly disclaims same. REP makes no warranties regarding its ability to represent the Product. REP shall make no warranties relating to any Product, nor shall REP represent to any Sale or any third party that any warranty relating to any Product is made by OWNER. Additionally, OWNER makes no express or implied warranties or representations with respect to the REP's potential to earn income from the Affiliate Program. Nor shall REP make express or implied warranties or representations that any warranty relating to income potential exists to any third party. In addition, OWNER makes no representation that the operation of any portion of OWNER's website will be uninterrupted or error-free, and OWNER will not be liable for the consequences of any interruptions or errors.

9. TERM. This Agreement is effective from the date of acceptance by the REP. The Agreement shall continue indefinitely unless terminated by either party as set forth herein.

10. ENFORCEMENT. OWNER agrees to make all relevant information available to REP for the purpose of verifying REP Sales of the Product. OWNER shall provide REP with a Sales Ledger for all sales executed by OWNER. The Sales Ledger shall include no less than the following information:

a) Transaction ID

b) Transaction Date

c) Transaction Description

d) Transaction Total

e) Account Balance

REP shall be entitled to verify the information provided by OWNER pursuant to this paragraph in the same manner as inspection of books and records are provided for under any applicable statute.

11. TERMINATION.

11.1. Termination by REP. REP may terminate this Agreement if:

a) OWNER fails to pay REP as defined in this Agreement; or

b) OWNER fails to service the Sales in a timely and efficient manner; or

c) There is any other material breach of this Agreement.

11.2. Termination by OWNER. OWNER may terminate this Agreement if:

a) REP fails to represent the Product in an ethical manner as outlined by this Agreement, and

b) in any way violates the companies Spam policy, Or

c) there is any other material breach of this Agreement.

11.3. Notice of termination shall be made by certified mail and shall take effect three (3) days after confirmation and acceptance of notice by the defaulting party.

12. EFFECT OF TERMINATION. OWNER obligation to pay REP all monies earned pursuant to this Agreement shall survive the Termination of this Agreement. If this Agreement is terminated, REP shall immediately cease all representations of the Product and shall return all Product and other related material in its possession, if any, to OWNER.

13. CONFIDENTIALITY. REP and OWNER acknowledge that any information (including Registration Key Codes) obtained regarding the operation of the other or its products, services, policies, methods, prices, this Agreement, or any aspect of its business is confidential and shall not be revealed or disclosed to any person, company, or other entity without the express written consent of the other party.

14. TAXES. U.S. law requires OWNER to collect tax information from REP's who are U.S. citizens or U.S. corporations. OWNER is obligated to have this information on file in order to pay sales commissions to REP. International Affiliates are required to file their own taxes according to the specific laws governing their Country or Province.

15. INDEPENDENCE. Nothing in the Agreement shall be construed as creating a partnership or joint venture between the parties or making REP an employee of OWNER. REP is an independent contractor and shall conduct its business at its own cost and expense. REP shall have no authority to make unauthorized representations or warranties on behalf of OWNER, and REP shall control the method of means used to market the Products as outlined and provided in the Lounge at the company website. REP must be 18 years or older and a United States citizen. OWNER will provide REP with a 10-99 Misc. Tax statement each year a sales Commission is earned and this Agreement remains in effect.

16. ARBITRATION. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be submitted to binding arbitration by the American Arbitration Association (the "AAA") pursuant to its rules regarding commercial disputes. The arbitrator shall be selected by the AAA and shall be certified by the AAA as having a familiarity with Software Sales and Affiliate Programs and the legal issues related thereto. The arbitration shall be conducted in the City of Richmond, VA and all proceedings shall be conducted in the English language. The arbitrator may proceed to an award notwithstanding the failure of the other party to participate in the proceedings. The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding the forgoing, the parties shall be entitled to seek injunctive relief and\or specific performance from any court of competent jurisdiction.

17. REMEDIES FOR BREACH.

17.1. Injunctive Relief. Notwithstanding paragraph 16 above, in the event of a breach of this Agreement, the non-breaching party shall be entitled to obtain temporary, permanent, and\or final injunctive relief on an ex-party basis barring the breaching party from any violation of this Agreement, upon application, with or without notice, to a court of competent jurisdiction, regardless of proof, or a lack thereof, of actual damages.

17.2. Damages. The parties acknowledge and agree that any breach of this Agreement shall, in addition to and not to the exclusion of the other remedies set forth herein, subject the breaching party to liability for compensatory and punitive damages in favor of the non-breaching party. Expressly excluded from this paragraph are the provisions of this Agreement regarding arbitration and jurisdiction.

17.3. No Limitation of Remedies. The remedies expressly provided for in this Agreement shall not limit or waive, in any way whatsoever, the parties other rights and remedies under applicable law, but shall be cumulative and in addition to such other rights and remedies. Expressly excluded from this paragraph are the provisions of this Agreement regarding arbitration and jurisdiction.

18. MISCELLANEOUS TERMS.

18.1. Waivers. Except as otherwise expressly set forth herein, no modification, amendment, or waiver of any of the provisions contained in this Agreement or any future representations, promises, or conditions in connection with the subject matter of this Agreement shall be binding upon any party to this Agreement unless made in writing and signed by such party or by a duly authorized officer or agent of such party. No alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise of rights or other indulgence, and shall not operate as such or be construed as a waiver by the non-breaching party of any subsequent breach of this Agreement.

18.2. Amendments; Supplements. Except as otherwise expressly set forth herein, this Agreement may be amended or supplemented at any time by the Specialty Alliance Corporation™, and by remaining and participating as a REP, REP acknowledges full acceptance of the revisions.

18.3. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior Agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. No representation, warranty, promise, inducement or statement of intention has been made by any party which is not embodied in this Agreement, and no party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. The parties acknowledge and confirm that each has read, studied, understands, accepts and agrees to comply with all the terms, conditions, obligations, restrictions and liabilities of this Agreement.

18.4. Binding Effect; Benefits. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, heirs, legal representatives, and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person, other than the parties hereto or their respective permitted successors, heirs, legal representatives, and assigns, any rights, remedies, obligations or liabilities under this Agreement.

18.5. Assignability. Neither this Agreement nor any of the parties' rights hereunder shall be assignable without the prior written consent of the non-assigning party.

18.6. Notices. Any notice or the delivery of any item to be delivered by a party hereto shall be delivered personally; by U.S. mail, return receipt requested; or by a next-day courier delivery service, i.e., Federal Express, Airborne, UPS, etc.; or facsimile. Delivery by U.S. mail shall be deemed to have been made three calendar days from the postmark on the item mailed. Delivery by next-day courier delivery service shall-be-deemed to have been made when such deliveries are actually received at the addresses set forth above. Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth herein above. Notwithstanding the provisions of this paragraph, service of process must be made as required by applicable Virginia law.

18.7. Severability. The validity, legality or enforceability of the remainder of the provisions in any of this Agreement will not be affected even if one or more of the provisions of this Agreement will be held to be invalid, illegal or unenforceable in any respect. If any portion of this Agreement is held to be unreasonable, arbitrary or against public policy by any court or tribunal, the applicable portion of the Agreement shall still be enforced. Any determination of invalidity, illegality or non-enforceability shall be given as limited a construction as possible under applicable law, and the remainder of the Agreement shall be construed as expansively as possible under applicable law.

18.8. Governing Law; Jurisdiction. This Agreement has been negotiated in the State of Virginia, and all questions with respect to this Agreement, its interpretation, rights and liabilities of the parties will be governed by the laws of the State of Virginia, regardless of the choice of laws provisions of any other jurisdiction. The parties hereto agree that the exclusive venue for purposes of arbitrating or litigating any dispute arising under this Agreement shall be in the City of Richmond, and neither party shall contest jurisdiction or venue in Richmond, Virginia on grounds of forum non convenience, lack of in personal jurisdiction, or for any other reason. Notwithstanding the remainder of this paragraph, issues relating to copyright and trademark shall be construed in accordance with and will be governed by the laws of the United States and any applicable international conventions or treaties.

18.9. Arbitration and\or Litigation; Attorney's Fees\Costs. In the event any arbitration and\or litigation should arise between the parties hereto to interpret or enforce the terms of this Agreement, or if any legal or equitable action or any arbitration or other formal proceeding is brought to enforce or interpret the terms of this Agreement, the non-prevailing party shall pay the reasonable expenses including, attorney's fees, court costs or arbitrator's costs, and any other relief deemed appropriate by a court of competent jurisdiction, of the prevailing party in connection therewith, including appeals regardless of which party initiates the appeal, plus interest at the highest rate allowed by law.

18.10. Return of Information. Any information exchanged by the parties relating to their businesses, which such information is in tangible or machine-readable form shall, upon request, be returned to the other party within 7 calendar days after the termination or expiration of this Agreement or the conclusion of the work to which the requested information relates.

18.11. Representation by Counsel. The parties hereto expressly stipulate and agree that each has had an adequate opportunity to have this Agreement reviewed by counsel of their choice and that they and their counsel are satisfied with the content and subject matter of this Agreement.

18.12. Time of the Essence. The parties hereto expressly stipulate and agree that time is of the essence with respect to all provisions of this Agreement.

19. RULES OF CONSTRUCTION.

19.1. Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of this Agreement or of any particular section.

19.2. Tense and Case. Throughout this Agreement, as the context may require, references to any word used in one tense or case shall include all other appropriate tenses or cases. Whenever the context so requires, the masculine gender shall include the feminine or neutral gender, and singular number shall include the plural number, and vice versa.

19.3. Drafting. This Agreement shall not be construed against either party hereto on grounds of vagueness or for any other reason whatsoever, and the parties hereby expressly agree that this Agreement was drafted mutually by each of them.

19.4. Incorporation of Recitals. That portion of this Agreement entitled "Recitals" is incorporated into the body of the Agreement as if fully set forth hereunder, and the representations therein are binding on both parties.

When becoming an Affiliate, you must agree to the terms and conditions presented above. You must understand that these terms contain certain important information about your rights and obligations and your relationship with the Specialty Alliance Corporation™. You also agree that submitting an Affiliate Registration constitutes your electronic signature accepting these terms in lieu of a physically signed document.