AFFILIATE PROGRAM AGREEMENT

This Affiliate Program Agreement ("Agreement") sets forth the terms and conditions that apply to your participation in the Affiliate Marketing Program of Sunbeam Products, Inc. d/b/a Jarden Consumer Solutions ("Program"). Sunbeam Products Inc. d/b/a Jarden Consumer Solutions is referred to in this Agreement as "Merchant", "we" or "us". You may be referred to herein as "Affiliate", "entity", or "you". Each of Merchant and Affiliate may be referred to as "Party" or collectively as the "Parties".

BACKGROUND

A. Affiliate owns licenses and provides certain services via the Internet through a website owned and operated by Affiliate ("Affiliate Site").

B. Merchant provides certain services and sells certain products via the Internet through websites owned and operated by Merchant including but not limited to websites located at www.foodsaver.com, www.crockpot.com, www.bionaire.com and www.rapidbathing.com (each a "Merchant Site" and collectively "Merchant Sites").

C. Affiliate and Merchant are each enrolled in The LinkShare Network^TM.

D. Affiliate and Merchant desire to enter into a strategic affiliate relationship to promote Merchant's Sites to users of Affiliate's Site in accordance with the terms and conditions of this Agreement.

THE AFFILIATE PROGRAM

To enroll as an Affiliate, you must submit an enrollment application. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that the Affiliate Site is not suitable for the Program for any reason, including but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, infringing of Merchant's or third party rights, or otherwise objectionable.

Affiliates that are approved for one Merchant Program will be automatically approved for all Merchant's Programs as well as any new Merchant Programs. The current Merchant Programs are: Foodsaver - Crock-pot - Bionaire - Rapid Bath. Merchant reserves the right to remove Affiliate from all Merchant Programs, should Affiliate be removed from any Merchant Program for any reason.

THE LINKSHARE NETWORK^TM

Affiliate and Merchant each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Affiliate and Merchant which result from their participation in The LinkShare Network^TM.

This Agreement contains the complete terms and conditions that apply to Affiliate's participation in Merchant's affiliate marketing program. Affiliate acknowledges that Linkshare may require Affiliate to agree to certain terms and conditions prior to Affiliate's use of the Linkshare Network^TM.

TERMS AND CONDITIONS

In consideration of the promises set forth below, Merchant and Affiliate agree as follows:

1. Offers and Engagements.

1.1. From time to time, Merchant may post on The LinkShare Network^TM offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from The LinkShare Network^TM they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer.

1.2. If an Offer made by one Party is accepted by the other Party in accordance with the Offer's terms via The LinkShare Network^TM, an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

1.3. At any time prior to Affiliate providing a Qualifying Link, Merchant may, with or without notice, (a) change, suspend or discontinue any aspect of an Offer or an Engagement, or (b) remove, alter, or modify any graphic or banner ad submitted by Merchant for an Offer or an Engagement. Affiliate agrees to promptly implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by Merchant that is being used by Affiliate as part of an Engagement.

2. Affiliate's Responsibilities.

2.1. Affiliate will link its site to areas within Merchant's Sites using special URLs specified in the Engagement (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of Merchant's Sites as it likes on Affiliate's Site. The position, prominence and nature of links on Affiliate's Site shall comply with any requirements specified in the Engagement, but otherwise will be at the discretion of Affiliate.

2.2. Affiliate agrees not to make any representations, warranties or other statements concerning Merchant, Merchant's Sites, any of Merchant's products, services, content, or Merchant's Site policies, except as expressly authorized by the Engagement, as determined in Merchant's sole discretion.

2.3. Affiliate is responsible for notifying Merchant and The LinkShare Network^TM in writing of any malfunctioning of the Required URLs or other problems with Affiliate's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Affiliate.

2.4. Affiliate must remove approved advertising on or before the expiration date. Commissions earned on expired advertising materials are forfeit after the expiration date.

3. Commissions.

3.1. Merchant agrees to pay Affiliate the commission specified in the Engagement if Merchant sells to a visitor to Merchant's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Merchant's site and purchased the product or service via a Qualifying Link. Affiliate is only eligible to earn commissions on sales which are completed during the term of this Agreement, and commissions earned through the date of termination of this Agreement will be payable only if the related purchase was not cancelled or returned. The commission will not include any refunds, chargebacks, bad debt, taxes, or shipping and handling costs. In no event will Affiliate receive any commission for purchases made on the Merchant Sites that do not originate directly (in each instance) through a Qualifying Link. In no event will Affiliate receive any commission for purchases made on the Merchant Sites that are rejected by Merchant for reasons including, without limitation, fraud, cancellation, or non-compliance with any reasonable requirements established by Merchant as a condition of sale. Merchant will pay commissions on merchandise purchases that are shipped to residents of, and addresses within, the United States only.

3.2. A "Qualifying Link" is a link from Affiliate's site to Merchant's Sites using one of the Required URLs or any other URL provided by Merchant for use in The LinkShare Network^TM if it is the last link to the Merchant's Sites that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Merchant's Sites via a link from Affiliate's Site and terminating when the Customer either returns to the Merchant's Site via a link from a site other than Affiliate's Site or the Engagement expires or is terminated, whichever is sooner.

3.3. Merchant shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be exclusively between Merchant and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by The LinkShare Network^TM, subject to the Engagement, as determined by Merchant, in its sole discretion, and will be final and binding on both Merchant and Affiliate. Merchant, in its discretion, shall set prices for its products or services.

4. Ownership and Licenses.

4.1. Each Party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

4.2. Merchant grants Affiliate a revocable, non-exclusive, limited, license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, and other content (collectively, "IP"), as designated in the Engagement or during the registration process in The LinkShare Network^TM, on Affiliate's site solely for the purpose of creating links from Affiliate's Site to Merchant's Sites during Engagements and as contemplated by this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same IP. Affiliate may not sublicense, assign or transfer any such licenses for the use of rights in and to the same IP, and any attempt at such sublicense, assignment or transfer is void. Affiliate may not sublicense, assign, or transfer any such licenses, and any attempt at such sublicense, assignment, or transfer is void. Affiliate will not, without prior written authorization from Merchant, (i) display any Web page of the Merchant Sites except as otherwise provided in this Agreement; (ii) cache, store or copy any portion of the Merchant Sites; (iii) modify or alter any pages of the Merchant Sites, including, without limitation, by removing any proprietary rights notices on the Merchant Sites; (iv) frame any portion of the Merchant Sites in conjunction with any materials that violate or infringe any right of any third party or in conjunction with any materials which Merchant, in its sole discretion, deems objectionable.

4.3. Affiliate grants Merchant a non-exclusive, worldwide, limited, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from Merchant's Sites to Affiliate's Site. Merchant will remove such graphic or banner ad immediately upon Affiliate's written request.

4.4. Upon Merchant's request, Affiliate must immediately remove from the Affilate Site any Link to the Merchant Sites which is displayed on a page that Merchant, in its sole discretion, deems objectionable.

4.5. Affiliate may not, without obtaining Merchant's prior written consent, use any domain name on the Affiliate Site to redirect users of the Affiliate Site directly to the Merchant Sites.

4.6 Affiliate's Site will not, in any way, copy or resemble the look and feel of Merchant's Sites including but not limited to FoodSaver.com, CrockPot.com, Villaware.com, Holmesproducts.com, Bionaire.com, Healthometer.com, Hydrosurge.com, MrCoffee.com, Oster.com, Osterstyle.com, Osterpro.com, Pattonproducts.com, Rivalproducts.com, Sealameal.com, Sunbeam.com, Sunbeambedding.com, Sunbeamhealth.com, Sunbeamhospitality.com, Zarafina.com & Jardenstore.com.

4.7 Affiliate is not allowed to duplicate, post, or otherwise utilize any content from the Merchant Sites or other Merchant branded materials without the prior written consent of Merchant. Materials provided through the Linkshare Network^TM are approved by Merchant for use by all approved affiliates.

4.8 Affiliate may bid on Merchant branded terms but will not outbid Merchant and its branded sites including but not limited to FoodSaver.com, CrockPot.com, Villaware.com, Holmesproducts.com, Bionaire.com, Healthometer.com, Hydrosurge.com, MrCoffee.com, Oster.com, Osterstyle.com, Osterpro.com, Pattonproducts.com, Rivalproducts.com, Sealameal.com, Sunbeam.com, Sunbeambedding.com, Sunbeamhealth.com, Sunbeamhospitality.com, Rapidbathing.com, Zarafina.com & Jardenstore.com.

4.9. Affiliate may not use the Merchant Sites names, or any variation thereof, in any manner not expressly authorized under this Agreement, including, without limitation, the following: Affiliate may not post Merchant Sites sales or promotions on the Affiliate Site without Merchant's prior written consent; Affiliate may not use Merchant Sites names, or any variation thereof, in metatags, in hidden text or source code, or in Affiliate 's domain or sub-domain; Affiliate may not engineer the Affiliate Site in a manner that pulls Internet traffic away from the Merchant Sites; and Affiliate may not purchase any keywords on search sites related to the Merchant Sites, and/or any of the brand names featured on the Merchant Sites, or any variation thereof. Violation of any of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and the commencement of an action by Merchant against Affiliate seeking, without limitation, injunctive relief and/or recovery of actually, statutory and punitive damages.

5. Termination.

5.1. Either Party may terminate any Engagement at any time by deleting their acceptance of the Engagement through The LinkShare Network^TM. Termination of an Engagement shall not terminate this Agreement or any other Engagement.


5.2. Either Party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other Party and The LinkShare Network^TM. Termination of this Agreement shall also terminate any outstanding Engagements. All rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement.

6. Representations.

6.1. Each Party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby; (b) any material which is provided to the other Party and displayed on the other Party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation, including, without limitation, any anti-spam or other email or electronic commerce related law;(iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.

6.2. EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification.

7.1. Affiliate agrees to indemnify, defend and hold Merchant, its parent company, subsidiaries, affiliated companies, successors and assigns and their respective officers, directors, shareholders and employees, harmless from and against any and all losses, liabilities, damages, actions, claims, expenses and costs including, without limitation, reasonable attorneys' fees, which result or arise from or are based on (i) the negligence of Affiliate, its agents and/or employees, (ii) Affiliate's breach of this Agreement or any of the terms hereunder, (iii) any breach of a representation or warranty, or breach of a covenant or agreement made by Affiliate herein, or in the enrollment application, (iv) any claim that Merchant's use of Affiliate's trademarks infringe any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, or (v) any claim related, in any way, to Affiliate's Site, including, without limitation, content therein not contributed directly by Merchant's, as well as, any and all promotional and advertising activities conducted by, or on the behalf of, Affiliate.

8. Limitation of Liability.

8.1. In no event shall either Party be liable to the other Party for any indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

9. Modification

9.1. Merchant may modify any of the terms and conditions contained in this Agreement, at any time and in Merchant's sole discretion, by posting a change notice or a new agreement on Merchant's site or on the Linkshare Network^TM. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued participation in the Program following Merchant's posting of a change notice or new agreement on Merchant's Site or the Linkshare site and/or sending Affiliate the change notice via e-mail will constitute binding acceptance of the change.

10. Confidentiality.

10.1. Pursuant to this Agreement, the Parties may disclose to one another certain information ("Confidential Information") which is considered by the disclosing Party to be proprietary or confidential information, including, without limitation, the term of this Agreement, business, marketing and financial information, customer and vendor lists, and pricing and sales information. All such Confidential Information shall remain the sole property of the disclosing Party, and its confidentiality shall be maintained and protected by the receiving Party with the same degree of care as the receiving Party uses for its own confidential and proprietary information and the receiving Party shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party. The restrictions of the use or disclosure of any Confidential Information shall not apply to any information: (i) after it has become generally available to the public without breach of this agreement by the receiving Party; (ii) is independently developed by the receiving Party; (iii) is rightfully in the receiving Party's possession prior to disclosure to it by the disclosing Party; (iv) is rightfully received by the receiving Party from a third party without duty of confidentiality; or (v) is disclosed under operation of law or pursuant to legal or regulatory process.

11. General.

11.1. Each Party shall act as an independent contractor and shall have no authority to obligate or bind the other Party in any respect.

11.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Delaware. Any action to enforce this Agreement shall be brought in the federal or state courts located in the state of Merchant's headquarters. Official correspondence must be sent via registered mail to Merchant's headquarters to the attention of Merchant's legal department.

11.3. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The Parties agree that execution may be achieved in any format convenient to the Parties.

11.4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

11.5. Neither Party may assign any rights or obligations under this Agreement without the prior consent of the other Party; provided, however, that Merchant may assign any rights or obligations to a subsidiary or affiliate or to any third party assuming all or part of the business function of the Merchant unit.

11.6. This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral.

In Witness whereof, the Parties authorized representatives have executed this Affiliate Program Agreement as of the date of the last signature set forth below.