FOREWORD

Our affiliates are very important to us. We do our best to treat
you with the fairness and respect you deserve. We simply ask the same
consideration of you. We have written the following affiliate agreement with
you in mind, as well as to protect our company's good name. So please bear with
us as we take you through this legal formality.

If you have any questions, please don't hesitate to let us know.
We are strong believers in straight-forward and honest communication. For
quickest results please email us at [email protected]. You can also reach
us via phone,1-480-616-3859

Best regards,

Sarah Wolfe
LucentLightshop.com Affiliate Manager

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LUCENT LIGHTSHOP, LLC. (DBA LUCENTLIGHTSHOP.COM)

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU
HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT
YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that
apply to you becoming an affiliate in LucentLightshop.com's Affiliate Program. The
purpose of this Agreement is to allow HTML linking between your web site and
the LucentLightshop.com web site. Please note that throughout this Agreement,
"we," "us," and "our" refer to LucentLightshop.com, and
"you," "your," and "yours" refer to the
affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit
the online application at the Refersion server. If we auto approve applications it does not imply that we may not re-evaluate your
application at a later time. We may reject your application at our sole
discretion. We may cancel your application if we determine that your site is
unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials 

2.1.2. Promotes violence 

2.1.3. Promotes discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age

2.1.4. Promotes illegal activities 

2.1.5. Incorporates any materials which infringe or assist others to infringe
on any copyright, trademark or other intellectual property rights or to violate
the law 

2.1.6. Includes "Lucent Lightshop" or variations or misspellings thereof in
its domain name 

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise objectionable to us in
our sole discretion. 

2.1.8. Contains software downloads that potentially enable diversions of
commission from other affiliates in our program. 

2.1.9. You may not create or design your website or any other website that you
operate, explicitly or implied in a manner which resembles our website nor
design your website in a manner which leads customers to believe you are LucentLightshop.com or any other affiliated business.

2.2. As a member of LucentLightshop.com's Affiliate Program, you will
have access to Refersion's Affiliate Account Manager. Here you will be able to review our
Program’s details, download HTML
code (that provides for links to web pages within the LucentLightshop.com's web site)
and banner creatives, browse and get tracking codes for our coupons and deals.
In order for us to accurately keep track of all guest visits from your site to
ours, you must use the HTML code that we provide for each banner, text link, or
other affiliate link we provide you with.

2.3. LucentLightshop.com reserves the right, at any time, to review
your placement and approve the use of Your Links and require that you change
the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your
responsibility. We may monitor your site as we feel necessary to make sure that
it is up-to-date and to notify you of any changes that we feel should enhance
your performance.

2.5. It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to your site. You must have
express permission to use any person's copyrighted material, whether it be a
writing, an image, or any other copyrightable work. We will not be responsible
(and you will be solely responsible) if you use another person's copyrighted
material or other intellectual property in violation of the law or any third
party rights.

3. LucentLightshop.com Rights and
Obligations

3.1. We have the right to monitor your site at any time to
determine if you are following the terms and conditions of this Agreement. We
may notify you of any changes to your site that we feel should be made, or to
make sure that your links to our web site are appropriate and to notify further
you of any changes that we feel should be made. If you do not make the changes
to your site that we feel are necessary, we reserve the right to terminate your
participation in the LucentLightshop.com Affiliate Program.

3.2. LucentLightshop.com reserves the right to terminate this Agreement
and your participation in the LucentLightshop.com Affiliate Program immediately and
without notice to you should you commit fraud in your use of the LucentLightshop.com Affiliate Program or should you abuse this program in any way. If such fraud or
abuse is detected, LucentLightshop.com shall not be liable to you for any commissions
for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your
Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or
without cause, by giving the other party written notice. Written notice can be
in the form of mail or email. In addition, this Agreement will terminate
immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement
at any time at our sole discretion. In such event, you will be notified by
email. Modifications may include, but are not limited to, changes in the
payment procedures and LucentLightshop.com's Affiliate Program rules. If any
modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in LucentLightshop.com's Affiliate Program following the
posting of the change notice or new Agreement on our site will indicate your
agreement to the changes.

6. Payment

LucentLightshop.com uses a third party to handle all of the tracking
and payment details. The third party is the Refersion affiliate network, and we pay via your choice of either direct deposit or Paypal.

7. Access to Affiliate
Account Interface

You will create a password so that you may enter LucentLightshop.com’s
secure affiliate account interface. From their site you will be able to receive
your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally
any promotion that mentions LucentLightshop.com could be perceived by the public or
the press as a joint effort. You should know that certain forms of advertising
are always prohibited by LucentLightshop.com. For example, advertising commonly
referred to as "spamming" is unacceptable to us and could cause
damage to our name. Other generally prohibited forms of advertising include the
use of unsolicited commercial email (UCE), postings to non-commercial
newsgroups and cross-posting to multiple newsgroups at once. In addition, you
may not advertise in any way that effectively conceals or misrepresents your
identity, your domain name, or your return email address. You may use mailings
to customers to promote LucentLightshop.com so long as the recipient is already a
customer or subscriber of your services or web site, and recipients have the
option to remove themselves from future mailings. Also, you may post to
newsgroups to promote LucentLightshop.com so long as the news group specifically
welcomes commercial messages. At all times, you must clearly represent yourself
and your web sites as independent from LucentLightshop.com. If it comes to our
attention that you are spamming, we will consider that cause for immediate
termination of this Agreement and your participation in theLucentLightshop.com Affiliate Program. Any pending balances owed to you will not be paid if your
account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in
their Pay-Per-Click campaigns on keywords such as LucentLightshop.com, lucent, lucent lightshop, lightshop, www.lucent, www.lucentlightshop.com, and/or any misspellings or similar alterations
of these – be it separately or in combination with other keywords – and do not
direct the traffic from such campaigns to their own website prior to
re-directing it to ours, will be considered trademark violators, and will be
banned from Lucent Lightshop’s Affiliate Program. We will do everything possible to
contact the affiliate prior to the ban. However, we reserve the right to expel
any trademark violator from our affiliate program without prior notice, and on
the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s
information into the lead form as long as the prospects’ information is real
and true, and these are valid leads (i.e. sincerely interested in Lucent Lightshop’s
service).

8.4. Affiliate shall not transmit any so-called “interstitials,”
“Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,”
“Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive
pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a
qualifying link until such time as the consumer has fully exited Lucent Lightshop’s
site (i.e., no page from our site or any LucentLightshop.com’s content or branding is
visible on the end-user’s screen). As used herein a. “Parasiteware™” and
“Parasitic Marketing” shall mean an application that (a) through accidental or
direct intent causes the overwriting of affiliate and non affiliate commission
tracking cookies through any other means than a customer initiated click on a
qualifying link on a web page or email; (b) intercepts searches to redirect
traffic through an installed software, thereby causing, pop ups, commission
tracking cookies to be put in place or other commission tracking cookies to be
overwritten where a user would under normal circumstances have arrived at the
same destination through the results given by the search (search engines being,
but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar
search or directory engines); (c) set commission tracking cookies through
loading of Lucent Lightshop site in IFrames, hidden links and automatic pop ups that
open LucentLightshop.com’s site; (d) targets text on web sites, other than those web
sites 100% owned by the application owner, for the purpose of contextual
marketing; (e) removes, replaces or blocks the visibility of Affiliate banners
with any other banners, other than those that are on web sites 100% owned by the
owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable,
revocable right to (i) access our site through HTML links solely in accordance
with the terms of this Agreement and (ii) solely in connection with such links,
to use our logos, trade names, trademarks, and similar identifying material
(collectively, the "Licensed Materials") that we provide to you or
authorize for such purpose. You are only entitled to use the Licensed Materials
to the extent that you are a member in good standing of LucentLightshop.com's
Affiliate Program. You agree that all uses of the Licensed Materials will be on
behalf of LucentLightshop.com and the good will associated therewith will inure to the
sole benefit of LucentLightshop.com.

9.2. Each party agrees not to use the other's proprietary
materials in any manner that is disparaging, misleading, obscene or that
otherwise portrays the party in a negative light. Each party reserves all of
its respective rights in the proprietary materials covered by this license.
Other than the license granted in this Agreement, each party retains all right,
title, and interest to its respective rights and no right, title, or interest
is transferred to the other.

10. Disclaimer

LUCENTLIGHTSHOP.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING LUCENTLIGHTSHOP.COM SERVICE AND WEB SITE OR THE PRODUCTS OR
SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF LUCENTLIGHTSHOP.COM ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED
AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR
SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and
Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and
delivered by you and constitutes your legal, valid, and binding obligation,
enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter
into and be bound by the terms and conditions of this Agreement and to perform
your obligations under this Agreement, without the approval or consent of any
other party;

11.3. You have sufficient right, title, and interest in and to
the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER
OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL LUCENTLIGHTSHOP'S
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR
EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS
AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless LucentLightshop.com,
and its 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 affiliate 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.

14. Confidentiality

All confidential information, including, but not limited to, any
business, technical, financial, and customer information, disclosed by one
party to the other during negotiation or the effective term of this Agreement
which is marked "Confidential," will remain the sole property of the
disclosing party, and each party will keep in confidence and not use or
disclose such proprietary information of the other party without express
written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between you and LucentLightshop.com. 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 any other of Your Site or otherwise, that reasonably would contradict
anything in this Section.

15.2. Neither party may assign its rights or obligations under
this Agreement to any party, except to a party who obtains all or substantially
all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York without regard to the
conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement
unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us
and you, and shall supersede all prior agreements and communications of the
parties, oral or written.

15.6. The headings and titles contained in this Agreement are
included for convenience only, and shall not limit or otherwise affect the
terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid
or unenforceable, that provision shall be eliminated or limited to the minimum
extent necessary such that the intent of the parties is effectuated, and the
remainder of this agreement shall have full force and effect.