SpaFinder Partner Program Agreement

This Partner Program Agreement (the "Agreement") is entered into, as of the Effective Date, by and between ______________________________ ("Partner"), located at ___________________________________________ and SpaFinder Inc, ("SpaFinder") a Maryland corporation located at 257 Park Avenue South, N.Y., N.Y., 10010. The Effective Date shall be the earlier of when Partner executes this Agreement in writing or delivers to SpaFinder its electronic acceptance of this Agreement.

SpaFinder has established the SpaFinder Partner Program to help increase spa participation worldwide and to provide marketing and business development opportunities to its Partners. In addition, SpaFinder provides a branded SpaFinder Gift Certificate and SpaFinder Gift Card that are sold to corporations and consumers, and are redeemable through a network of spas that accept the SpaFinder Gift Certificate and Gift Card as tender for the payment of goods and services. Partner desires to participate in and with SpaFinder's programs pursuant to the terms and conditions detailed below:

A. SpaFinder will provide to Partner:

1. Website Listing: A "basic listing" for Partner on the SpaFinder web site for a one-time, non-recurring charge of US$50.00 (see exhibit A).

2. Marketing and Promotion: SpaFinder's Partners will be highlighted where appropriate for media inquiries. SpaFinder will promote the sales of SpaFinder Gift Certificates and Gift Cards through multiple channels including corporate gift programs, travel agents, web affiliate partners, and the SpaFinder web site (www.spafinder.com).

3. Redemption and Payment: Partner may redeem SpaFinder Gift Certificates and Gift Cards either by mail or online redemption. For redemptions by mail, SpaFinder will pay Partner within 20 business days of receiving the SpaFinder Gift Certificate or Gift Card in the SpaFinder New York office. For faster payment, Partner may sign up for online redemption of Gift Certificates and Gift Cards. (Ask your sales representative or contact SpaFinder at 212-716-1217.)

B. The SpaFinder Partner will:

1. Accept all SpaFinder Gift Certificates and Gift Cards: In addition to Partner's own gift certificate program (if applicable), Partner agrees to accept all SpaFinder Gift Certificates and Gift Cards.

2. Abide by SpaFinder Fraud Protection Measures. Partner agrees to abide by any fraud protection policies, procedures and devices that SpaFinder implements from time to time in order to protect both SpaFinder and Partner from fraudulent use of Gift Certificates and Gift Cards. Partner acknowledges that SpaFinder reserves the right to change the look of its Gift Certificate or Gift Card from time to time, particularly in connection with an arrangement with a corporate partner. Copies of valid Gift Certificates and Gift Cards and a description of the fraud protection measures applicable thereto are available at www.spafinder.com. If Partner is uncertain about the validity of a SpaFinder Gift Certificate or Gift Card, Partner must call SpaFinder quality control department at (212) 924-6800, extension 250 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, SpaFinder safeguards Gift Certificates and Gift Cards by having detailed records of the Gift Certificate or Gift Card number, value, and name of recipient. Partner's failure to abide by such policies, procedures and devices may limit or preclude Partner's reimbursement for any Gift Certificate or Gift Card.

3. 3. Licenses. Partner will provide to SpaFinder copies of all board of health and therapist operating licenses.

C. Miscellaneous

1. The term of this Agreement is one (1) year commencing from the date of signature and will renew automatically for successive one (1) year term limits unless canceled in writing with a 30-day notice by either party. Either party may cancel this agreement at any time with 30-days written notice. If Partner cancels this Agreement, Partner will be precluded from entering into any marketing arrangement with SpaFinder for one (1) year thereafter. SpaFinder may cancel this agreement immediately upon any breach by Partner of any term, condition, representation or warranty set forth herein.

2. All payments due to Partner shall be paid directly to the partner; SpaFinder cannot make payments to any other third party.

3. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York.

4. SpaFinder and Partner are independent contractors and neither party is the legal representative, agent, joint venturer, partner, or employee of the other party.

5. Either party may assign this Agreement by providing the other party 30-day written notice, provided that the assignee agrees to be bound by the terms and conditions of this Agreement. In the event of a change in ownership of the Partner, Partner must arrange for the new owner to deliver to SpaFinder a copy of the relevant documentation memorializing the transaction.

6. SpaFinder and Partner each agree to preserve and protect the terms and conditions of this Agreement as well as the confidentiality of each other's non-public business information, and will not disclose such confidential information to third parties without prior written consent. This paragraph shall survive the termination or expiration of this Agreement.

7. Each party shall indemnify, defend and hold the other party and the other party's officers, directors, partners, agents, employees, affiliates and licensees harmless from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's fees and disbursements) arising out of any breach of its representations or warranties to the other party, or any material breach of its covenants or agreements made to the other party hereunder. Partner shall indemnify, defend, and hold SpaFinder harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions or (failure to act), of Partner or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to Partner's property. This paragraph shall survive the termination or expiration of this agreement.

8. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. This Agreement and any attachments constitutes the entire agreement between SpaFinder and Partner with respect to the subject matter hereof, and supersedes all prior, whether written or oral, between the parties with respect to such subject matter.

9. SpaFinder reserves the right to change these terms and conditions at any time by positing such changes online.