THIS IS A LEGAL AND CONTRACTUALLY BINDING AGREEMENT BETWEEN YOU AND RANDALLGARTMAN.COM,INC, OPERATOR OF RANDALLGARTMAN.COM, STOPBEINGOVERWEIGHT.COM AND TELECOACHU.COM. YOU INDICATE YOUR WILLINGNESS TO BE BOUND BY THIS AGREEMENT BY COMPLETING THE ONLINE APPLICATION AND CLICKING THE SEND BUTTON TO SUBMIT THE FORM. THIS AGREEMENT WILL TAKE EFFECT IF AND WHEN RANDALLGARTMAN.COM REVIEWS AND ACCEPTS YOUR APPLICATION AND GIVES YOU NOTICE OF ACCEPTANCE. BY SUBMITTING YOUR APPLICATION, YOU CERTIFY THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN, AND THAT YOU ARE AUTHORIZED TO SUBMIT THIS APPLICATION. WHILE THIS AGREEMENT IS REFERRED TO AS A Online Store PROGRAM, THIS AGREEMENT DOES NOT OPERATE TO CREATE A PARTNERSHIP OR AGENCY RELATIONSHIP BETWEEN YOU AND RANDALLGARTMAN.COM OR RANDALLGARTMAN.COM, Inc.

1. Enrollment in the Program

To apply for enrollment, you must submit a complete AFFILIATE Application via our Web site. We will evaluate your application and will notify you of our acceptance or rejection of your application. At the time you apply, your site must be fully functional and not in "beta" or "under construction" state. We may reject your application in our sole discretion for any reason, including but not limited to a determination that your site is unsuitable for or incompatible with the AFFILIATE PROGRAM; that your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable (PORNOGRAPHY IS OBJECTIONABLE); or that your site incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights. We also reserve the right to terminate this Agreement in the event that any such content is incorporated on your site after acceptance of your application and the commencement of the term of this Agreement. You may not use unsolicited email ("spam") to promote your site, doing so will result in the immediate termination of this agreement and forfeiture of any commissions owed.

2. Utilizing RandallGartman.Com Links and Pages on Your Site

As and Affiliate Site ("AFFILIATE"), you will be provided a variety of graphical and textual links, banner advertisements and button links to our site containing RANDALLGARTMAN.COM'S LOGOS and words identifying RANDALLGARTMAN.COM'S (each of these links sometimes being referred to herein as "Links", or individually as a "Link") which, subject to the terms and conditions hereof, you may display on your site. You agree that in using the Link or Links, you will cooperate fully with us in order to establish and maintain such Link or Links. You may place and use any Link in as many areas on your site as you wish, subject only to the limitations set forth below. You agree to display such Links and graphic images prominently throughout your site. You also agree that you shall use the Links only in order to link to our site and to promote your ability to do so pursuant to this Agreement. You agree that you will not use our marks or links on any site other than the site you specified in your application to the AFFILIATE PROGRAM or another site we approve following your acceptance into the Program. If you incorporate our marks or links into a site other than the sites approved by us, this Agreement is void. You agree that you shall not present the Links or any images comprising the Links in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by or affiliated with us. You may not alter or change the images provided by us without our express prior written consent. You may not create links to our site other than Links provided by or approved by us, and you may not use the Links in any way that may alter the look, feel or functionality of our site. We will provide all information necessary to allow you to make appropriate Links from your site to our site. All Links must be approved by us. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of the Agreement. We require our Online Store partners to make reasonable efforts to keep information updated on their sites. Please note that prices can fluctuate and products are continually added and others discontinued. Therefore, if you elect to post specific product and price information on your site it will be necessary for you to check the main site periodically (WWW.STOPBEINGOVERWEIGHT.COM, RANDALLGARTMAN.COM OR TELELCOACHU.COM) to ensure your information is current.

3. Order Processing

We will process orders placed on-line by customers who follow the Links from your site to the STOPBEINGOVERWEIGHT.COM site and who subsequently enter the STOPBEINGOVERWEIGHT.COM site to place additional orders on-line. We reserve the right to reject or withhold acceptance or fulfillment of orders for any reason, including but not limited to the failure of any person or entity making an order to comply with our terms and conditions of sale, that may be revised periodically. We will be solely responsible for all aspects of order processing and fulfillment. We will track the volume and amount of sales generated using the Links from your site to ours. To permit accurate tracking and reporting, you must ensure that the Links between your site and our site are properly formatted.

4. Commissions

Only Products that are (i) sold by us, (ii) purchased by a user linking on-line to our site initially from your site, (iii) shipped by us, and (iv) for which we have received full payment will qualify for a commission ("Commission")(each a "Qualifying Purchase" and collectively, "Qualifying Purchases"). No Commission will be paid if the visitor to our site cannot be tracked by our system. You are entitled to commissions generated by purchases from this customer, including recurring orders (i.e. "supplement subscriptions"), unless the customer becomes AN "AFFILIATE". If the customer becomes an "AFFILIATE", you are entitled to all commissions generated by said customer prior to the customer entering INTO THE AFFILIATE AGREEMENT.
Commission rates ("Commission Rates") will be based on the aggregate amount actually paid to us for Qualifying Purchases of the Products for all sales, excluding amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). All available items on our site will be included in the computation of Net Sales. Commission Rates are as follows:
A. TWENTY-Five percent (50%) of the price received by RANDALLGARTMAN.COM, FOR STOPBEINGOVERWEIGHT.COM PRODUCT.
B. We do not offer commissions on PRODUCT OR TRAINING PURCHASED AT RANDALLGARTMAN.COM YET AS OF MARCH 16, 2004. THIS WILL CHANGE WHEN OUR NEW TRACKING SYSTEM IS IN PLACE AND WHEN THIS HAPPENS A NEW POSTING OF THIS AGREEMENT WILL BE SUBMITTED.

Payment schedule
Commission payments shall be paid to your PayPal eMail address ON THE 1^st AND 15^th OF EACH MONTH on a basis for commissions that are at least $50.00. If the commission owed is less than $50.00 we will withold the payment until next payment period in which the total commission payable exceeds $50.00. (EXCEPTIONS ARE BELOW)

PAYMENT EXCEPTIONS (READ CAREFULLY)
IF YOU DID NOT ENTER YOUR PAYPAL ACCOUNT'S EMAIL ADDRESS, NOR DID YOU ENTER A VALID MAILING ADDRESS, WE ARE NOT OBLIGATED TO PAY YOU COMMISSIONS. IF YOU HAVE ENTERED A VALID PHYSICAL MAILING ADDRESS THAT CAN BE VERIFIED, YOU WILL RECEIVE YOUR COMMISSIONS ON A QUARTERLY BASIS PAID AS FOLLOWS.

JAN 1 - APR 1 - JULY 1 - OCT 1

Any commissions owed on returned items or payment amounts lost due to fraud on refusal of payment will be deducted from the commission owed. If the commission has already been paid for such items, you agree to return the commission amount to RANDALLGARTMAN.COM, Inc.

5. Licenses and Use of the RANDALLGARTMAN.COM Logos and Trademarks

a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OURSITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE RANDALLGARTMAN.COM TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US, FOR THE SOLE PURPOSE OF LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE RANDALLGARTMAN.COM PRODUCTS. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE Online Store PROGRAM
b. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.
c. You grant to us a non-exclusive license to utilize your names, titles, and logos as set forth on Exhibit A hereto, as the same may be amended from time to time (the "Online Store Program Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

6. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your AFFILIATE 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 commission on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related STOPBEINGOVERWEIGHT.COM Product orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

7. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You may be notified by email or a change notice may be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and AFFILIATE Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the AFFILLIATE PROGRAM following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

8. Obligations Regarding Your Site

a. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to our PRODUCTS AND SERVICES; the accuracy and propriety of materials posted on your site (including, but not limited to, all RANDALLGARTMAN.COM related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
b. Your site shall not contain obscene material, including but not limited to pornography.
c. We disclaim all liability for all such 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.
d. You are responsible to ensure all information on your site is current with respect to information on www.STOPBEINGOVERWEIGHT.com OR RANDALLGARTMAN.COM.

9. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our AFFILIATES provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.

10. Relationship of Parties

You and RANDALLGARTMAN.COM, INC AND RANDALLGARTMAN.COM 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

11. Disclaimers

We make no express or implied warranties or representations with respect to the online store owner Program or any Product(s) or other items sold through the or otherwise on our Web site, and WE EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PUPOSE. In addition, we make no representation or warranty that the operation of our Web site, the Links, or our procedures and systems tracking sales generated by your site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

12. 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 Online Store PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. LIMITATION OF REMEDY

OUR AGGREGATE MONETARY LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM SHALL NOT IN ANY EVENT EXCEED THE TOTAL COMMISSIONS PAYABLE TO YOU UNDER THIS AGREEMENT.

14. Indemnification

You hereby agree to indemnify and hold harmless RANDALLGARTMAN.COM, INC and their subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the online store owner Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

15. 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 AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

16. Governing Law

This Agreement will be governed by the laws of the United States and the STATE OF TEXAS without reference to the rules of any jurisdiction governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in DALLAS COUNTY, TX, and you irrevocably consent to the personal jurisdiction and venue of such courts