AFFILIATE NETWORK AGREEMENT THIS AGREEMENT and the referred materials contain the complete terms and conditions that apply to an individual or entity's participation in the Waterfront Media Inc. Affiliate Network (the “Network”) for South Beach Diet (the "Waterfront Site"). This Agreement is made and entered into between Waterfront Media Inc., a Delaware corporation ("Waterfront"), and the applicant (“Applicant”). As used in this Agreement, "we/us/our" means Waterfront and "you/your" means the Applicant. "Site" means a World Wide Web site. LinkShare Corporation (“LinkShare” or “Manager”) has been retained by us to organize, manage and oversee our Network. As a condition of your membership in the Network, you may be required to enter into separate agreements with certain third parties in connection with this Agreement and the Network including, but not limited to, an agreement with LinkShare. Your failure to enter into or adhere to any such required agreements shall result in immediate termination of this Agreement. 1. ENROLLMENT IN THE NETWORK To begin the enrollment process, you need to submit a complete Network application ("Application"). Submission of your Application to the Network implies acceptance of the terms set forth in this Agreement. Together with the Manager, we will evaluate your Application and one of us will notify you of your acceptance or rejection. We or the Manager may reject your Application for any reason whatsoever, including, but not limited to, our determination (in our sole discretion) that your Site is unsuitable for the Network. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities; (e) promote tobacco, hard liquor, or gambling; (f) infringe intellectual property rights of ours or any third party, or otherwise violate the rights of any third party; (g) contain in our sole judgment material that is defamatory, fraudulent, or harassing to us or any third party; (h) advocate the adoption or promote the ideology of a specific religious or political viewpoint (as opposed to discussing multiple religious or political viewpoints); (i) promote the use of any pyramid or similar get rich quick schemes; or (j) are non-U.S. based or primarily serve a non-U.S. audience. You represent that none of the aforementioned unsuitable Site characteristics apply to your Site. Once we or the Manager accept your Application, you will be provided with access to our affiliate Site (“Affiliate Gateway”) for use in managing your Network account. If the Manager or we reject your Application, you are welcome to reapply to the Network at any time. However, if you have been terminated from the Network, you may not reapply unless you are able to demonstrate to our satisfaction (in our sole discretion) that the reason for termination has been removed and will remain so. 2. PRODUCT ICONS AND PAGE LINKS We or Manager will provide you with access to one or more graphics (“Icons”) to feature on your Site in connection with the Network. If more than one Icon is offered, you may change the selection of your featured Icons at any time, without our approval, so long as you only use current approved Icons provided by us or Manager. The nature, position and prominence of these Icons will be your sole responsibility and within your sole discretion provided that you comply with the terms of this Agreement. Notwithstanding the foregoing, Waterfront may at any time and from time to time, in Waterfront’s sole discretion, require that you change the nature, position and/or prominence of any Icons on your Site or cease use of Icons on your Site and you shall comply with any such requirements. For each selected Icon, we will provide an electronic link to the Waterfront Site using an affiliate URL provided by us (a "Link"). It is your sole responsibility to set up and maintain the electronic Links connecting your Site to the appropriate page on the Waterfront Site designated for that particular Icon, and to ensure that the electronic Links are in good and working order. You must place Icons, Links or other Waterfront Material (as defined in Section 8 hereof) on your Site ONLY BY utilizing the code provided to you by us or the Manager. Unless otherwise authorized by Waterfront in writing, you may NOT "hard" code any Waterfront Material we provide for the Network on your Site. You may not alter or modify any of our Icons, Links or Images, in any way. You may ONLY display discounts, promotions and other Waterfront Site offers on your Site that are provided to you by us or Manager and expressly approved for use in the Network. You may NOT display Waterfront Site discounts, promotions or other offers on your Site that you obtain from any other source and if you display such other discounts, promotions or other offers, we may immediately terminate this Agreement. 3. PROHIBITIONS REGARDING ONLINE MARKETING, EMAIL, FACSIMILE AND TELEPHONE MARKETING Affiliate shall not purchase search engine keywords that use any Waterfront or the Waterfront Site trademark or variations thereof. These shall include, but are not limited to the following: South Beach Diet, South Beach, SouthBeachDiet.com, Dr. Agatston, Agatston and any misspellings. Affiliate shall not purchase or register keywords, AdWords, search terms or other identifying terms that include the foregoing trademarks or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. In addition, Affiliate shall not sponsor, purchase or utilize for any purpose any type of advertising or promotional unit (including, but not limited to, pop-up ads) that appear to users while they are viewing, or as a result of viewing, a site other than your Site. Affiliate shall not use, and shall prohibit all Sites within its control from using, any predatory advertising methods, including those designed to divert traffic from Waterfront or Waterfront Sites. A predatory advertising method is an advertising method that creates or overlays links or banners on Sites, spawns browser windows, or utilizes any other method to generate traffic from a Site without that Site owner's knowledge, permission, or participation. Unless otherwise authorized by Waterfront in a separate writing, you shall not generate or send any email messages: (i) advertising or promoting any Waterfront products or services, including but not limited to the Waterfront Site; or (ii) using or containing Waterfront’s name, the name of the Waterfront Site, any Waterfront Material, or any variation thereof. You may not forward, redistribute, or otherwise repurpose any email communications that Waterfront sends to its affiliates and/or customers. You will not send any unsolicited commercial e-mail or other online communications under this Agreement. You hereby represent that you will comply with all laws, rules, regulations and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003. In addition, you shall not generate or send any material advertising or promoting any Waterfront products or services (including the Waterfront Site) via facsimile or engage in any telemarketing activities with respect to Waterfront products or services. You shall defend (if requested by Waterfront and with counsel satisfactory to Waterfront), indemnify and hold harmless Waterfront, its parent, related, affiliated and subsidiary companies and the officers, directors, agents, employees and assigns of each (collectively, the “Waterfront Parties”), from and against any and all claims, losses, liability, damages, costs and expenses (including, without limitation, attorneys’ fees and costs) arising out of your breach of this Section. The Waterfront Parties shall have no obligation to assert against any third party that any law violates any provision of the United States Constitution or the constitution of any state. If you violate this Section, Waterfront may terminate this Agreement immediately and you must promptly cease all activities conducted pursuant to this Agreement including, but not limited to, the display of Waterfront Material on your Site. Notwithstanding the foregoing, Waterfront may, in its sole discretion, enter into separate written agreements with select affiliates permitting such affiliates to generate or send emails containing information regarding Waterfront. The provisions of this Section shall survive the termination of this Agreement. 4. ORDER PROCESSING We will process subscription, products and/or services orders placed by Customers (as defined in Section 6 of this Agreement) who follow any Links from your Site to the Waterfront Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations and handle customer service. We will track sales made to Customers who subscribe to the Waterfront Site (and purchase products, if relevant) using Links from your Site to the Waterfront Site and will provide you with access to reports summarizing this activity. The form, content, and frequency of the reports may vary from time to time in our discretion but will generally be available on a continuous basis. You hereby agree not to disclose the information contained in these reports to any third party without our prior written or electronic consent. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your and our Site are properly formatted. All HTML tags are to be generated using the special HTML tags provided by us and are not to be altered in any manner. We will not be responsible for tracking and reporting sales that were not made through a Link formatted to our specifications. All tracking and determination of sales that qualify for referral fees as described in the Affiliate Gateway (“Referral Fees”) will be made by Waterfront, and such determination(s) will govern. 5. REFERRAL FEES We will pay you Referral Fees on certain sales to third parties, as more specifically set forth on the Affiliate Gateway Site. Sales that are entitled to earn Referral Fees shall be determined by Waterfront in its sole discretion. The amount of the Referral Fees that you will be eligible to earn as also set forth on the Affiliate Gateway Site. 6. POLICIES AND PRICING Third parties who enter the Waterfront Site from a Link on your Site will be deemed to be customers of Waterfront ("Customers"), and, all Waterfront rules, policies, and operating procedures concerning customer orders and fulfillment, customer service, and product sales will apply to those Customers. We may change our policies and operating procedures at any time and for any reason, including, but not limited to, determining and changing the prices to be charged for subscriptions and products in accordance with our own pricing policies. Prices, terms and offers and may vary from time to time. BECAUSE PRICE CHANGES MAY AFFECT OFFERS THAT YOU ALREADY HAVE LISTED ON YOUR SITE, YOU MAY NOT INCLUDE PRICE INFORMATION IN YOUR DESCRIPTIONS OR OTHERWISE ON YOUR SITE. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular subscription, service or product. 7. LIMITED LICENSE Waterfront grants you a limited, non-exclusive, non- transferable, without right of sublicense, world-wide, revocable right during the term of the Agreement, to display the Icons, Links and such other icons, links, images, content, tools, search boxes, text, trademarks, trade names, service marks, service names, logos or other material (collectively with the Icons and Links, the “Waterfront Material”) for which Waterfront grants express written permission, on your Site solely in accordance with the terms of this Agreement and solely for the purpose of identifying your Site as a participant in this Affiliate Network and generating sales of Waterfront Site subscriptions, products and services. You may not alter or modify any Icons, Links or Waterfront Material in any way. Waterfront reserves all rights in the Icons, Links and Waterfront Material and all other intellectual property rights. Waterfront may immediately revoke your license at any time and for any reason upon giving you oral, written or electronic notice. You acknowledge and agree that: (i) the Waterfront Materials may include the trade name, trademark, service mark and/or logo of the Waterfront Site (the "Waterfront Brand Features"); (ii) you have no right to alter or modify such Waterfront Brand Features; (iii) you will not use or display Waterfront Brand Features or any of the other Waterfront Material in any manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Waterfront, the Waterfront Site or the goodwill associated with the Waterfront Brand Features or the Waterfront Site; and (iv) you acknowledge that all rights to the Waterfront Brand Features and the Waterfront Site are, as between the parties hereto, the exclusive property of Waterfront or its licensor and that any goodwill generated through your use of the Waterfront Brand Features will inure to the benefit of Waterfront or its licensor, as the case may be. You hereby acknowledge and agree that Waterfront will own all right title and interest in and to all information that is created or collected in connection with this Agreement, including, without limitation, (i) any information collected from any Waterfront Customer and (ii) any information regarding click-through rates or subscription orders or product purchases by Waterfront Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, Waterfront grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information only to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Customer information to any third party without Waterfront's prior written approval. 8. RESPONSIBILITY FOR YOUR SITE You will be solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site, including, but not limited to: the technical operation of your Site and all related equipment; posting Icons on your Site and linking those Icons to our Site; the accuracy and appropriateness of materials posted on your Site (including but not limited to all Waterfront Site and/or subscription or product- related materials); ensuring that materials posted on your Site (i) do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights); (ii) are not libelous, do not violate any provision of this Agreement, or are not otherwise illegal or unlawful; (iii) do not falsely attribute ownership of your Site; (iv) do not consist primarily of advertising with little or no editorial content; and (v) do not primarily market and sell diet pills (regardless of type). In addition, you will not modify your Site to include any of the unsuitable Site characteristics set forth in Section 1 hereof. YOU MAY NOT MAKE SPECIFIC CLAIMS REGARDING THE EFFICACY OF THE WATERFRONT SITE OR OF ANY SUBSCRIPTION TO THE WATEFRONT SITE OR ANY PRODUCTS THAT CAN BE PURCHASED THROUGH THE WATERFRONT SITE. IF YOU MAKE UNSUBSTANTIATED CLAIMS WITH RESPECT TO THE WATERFRONT SITE AND/OR WATERFRONT SITE SUBSCRIPTIONS OR PRODUCTS, YOUR MEMBERSHIP IN THIS AFFILIATE NETWORK MAY BE TERMINATED IMMEDIATELY. You shall ensure that your Site shall contain a lawful privacy policy at all times and that you shall be in compliance with such privacy policy and any and all applicable laws at all times including, but not limited to, policies and laws regarding the privacy of customer data gathered on your Site. Affiliate represents and warrants that it shall not, except as specifically provided for pursuant to the Affiliate Network: (i) copy or display any Waterfront or Waterfront Site Material and/or Waterfront Brand Features; (ii) modify, adapt, translate or create derivative works based on Waterfront Material and/or Waterfront Brand Features; (iii) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person any right or interest in the Waterfront Site or Waterfront Material and/or Waterfront Brand Features; (v) take any action which may cause deception, confusion or otherwise blurs, tarnishes or dilutes the quality of the Waterfront Material or the Waterfront or Waterfront Site Brand Features or other intellectual property or the goodwill associated therewith, all as shall be determined by Waterfront. YOU HEREBY ACKNOWLEDGE AND AGREE THAT WATERFRONT SHALL NOT BE LIABLE FOR THE MATTERS STATED IN THIS SECTION 8. 9. TERM OF THE AGREEMENT The term of this Agreement will begin upon our acceptance of your Affiliate Network Application and will end when terminated by either party. Either you or Waterfront (or the Manager on behalf of Waterfront) may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. You are eligible to earn Referral Fees only on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related subscription and/or product purchase orders are not canceled. We and the Manager may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (i) all licenses hereunder shall terminate, (ii) you shall immediately remove any Waterfront Material, Waterfront Brand Features and any other Waterfront intellectual property from your Site and (iii) Sections 11 through 21 of this Agreement and this Section 9 will survive such termination. 10. MODIFICATION We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Affiliate Gateway Site or otherwise providing the change notice or new agreement to you in writing. Modifications may include, but are not limited to, changes in Referral Fees, fee schedules, payment procedures, and Affiliate Network rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE NETWORK FOLLOWING OUR POSTING OR DELIVERY OF A CHANGE NOTICE OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 11. RELATIONSHIP OF PARTIES You and Waterfront 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. 12. PUBLICITY Except as expressly authorized by this Agreement, you shall acquire no right under this Agreement to use, and shall not use, the names "Waterfront" or the Waterfront Site name or its URL (either alone or in conjunction with or as part of any other word or name) in any advertisement, publicity or promotion on your behalf, to express or imply any endorsement by Waterfront or the Waterfront Site of any services provided by you, or in any other manner whatsoever (whether or not similar to the uses hereinabove specifically prohibited). 13. WARRANTY You hereby warrant and represent that: (i) you have the right, power and authority to enter into this Agreement and fully perform your obligations hereunder; (ii) you are adequately financed to meet any financial obligation you may be required to incur hereunder; (iii) the making of this Agreement by you does not violate any agreement existing between you and any other person or entity; (iv) all portions of your Site that are not supplied by Waterfront do not violate or infringe any right of privacy or publicity or any copyright, trademark, U.S. patent or other intellectual property right, or otherwise violate or infringe any other right of any third party; and (v) you will comply with all applicable laws, rules, regulations and ordinances in effect during the term of this Agreement pertaining to your operation of your Site and to the subject matter of this Agreement. 14. INDEMNITY You shall defend (if requested by Waterfront and with counsel satisfactory to Waterfront), indemnify and hold harmless Waterfront and all Waterfront Parties, from and against any and all claims, losses, liability, damages, costs and expenses (including, without limitation, attorneys’ fees and costs) relating to: (i) the performance of your obligations under this Agreement, or any breach or alleged breach of any representation, warranty, obligation and/or covenant contained herein; (ii) the development, operation, maintenance, and contents of your Site; (iii) the act and/or omission by you and/or any of your officers, employees, representatives and/or agents; and/or (iv) the sale, use and/or offer for sale of any products or services other than Waterfront Site subscriptions, products or services, or any other Waterfront subscription, products or services on your Site. 15. LIMITATION OF LIABILITY Under no circumstances will Waterfront or any Waterfront Party be liable to you or any other person or entity for any special, indirect, consequential or exemplary damages (including, without limitation any loss of revenue, profits, or data) arising in connection with this Agreement or the Network, even if we, or any of our representatives, have been advised of the possibility of such damages. Further, the aggregate liability of Waterfront or any Waterfront Party arising with respect to this Agreement and the Network will not exceed the total Referral Fees paid or payable to you under this Agreement during the twelve (12) month period prior to the date such liability arose. All claims made hereunder by you against us shall be made within ninety (90) days of the act or omission which forms the basis of such claims. 16. DISCLAIMERS We make no express or implied warranties or representations with respect to the Waterfront Site, the Network or any subscriptions, services or products sold through the Network and the Waterfront Site (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Affiliate Gateway, the Waterfront Site, or any Site sponsored or used by us in connection with this Agreement (or otherwise) will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions, errors or termination of any subscriptions, services or products or of this Agreement. 17. 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 NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPLICITLY SET FORTH IN THIS AGREEMENT. 18. IDENTIFICATION OF AFFILIATES We and the Manager may identify you or your Site as a participant in the Network without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings. 19. NON-ASSIGNMENT AND SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. This Agreement and your rights and obligations hereunder are personal to you, may only be carried out by you and may not be assigned by you. Waterfront may assign, transfer, delegate and/or grant all or any part of its rights, privileges and property hereunder to any party. 20. CONFIDENTIALITY Except as required by any applicable laws, Applicant agrees not to disclose to any third party (other than to Applicant’s directors, officers, employees, agents, representatives and employees (collectively, “Representatives”) on a need to know basis only), use for Applicant’s own benefit (other than the right of Applicant or its Representatives to use for purposes of performing Applicant’s obligations under this Agreement), or permit any third party to disclose or to use any non-public, confidential or proprietary information that Waterfront or its Representatives make available to Applicant or its Representatives in connection with this Agreement. 21. MISCELLANEOUS This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. The provisions of this Agreement are severable and the invalidity of any provision of this Agreement shall not affect the validity of the remainder of the provisions hereof. In the event any provision contained herein shall be deemed unenforceable or contrary to law, such provision shall be curtailed and limited, but only to the extent necessary to bring it within the legal requirements, and all other provisions herein shall remain in full force and effect. This Agreement will be governed by and construed in accordance with the laws of the United States and the state of New York without reference to rules governing choice of laws. Any action relating to this Agreement shall be commenced and maintained exclusively in the New York State or Federal Courts in and for New York County or Kings County, New York for trial and determination by the Court. You hereby consent to the jurisdiction of such court and to the service of process outside the State of New York pursuant to the requirements of such court in any matter so to be submitted to it, and expressly waive the right to a jury trial. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. As used herein, certain capitalized words (or any variation thereof) shall have the meaning as herein provided. Any conflict between said capitalized words and any other meaning shall be resolved as herein provided. Unless otherwise stated above, all notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally or transmitted by email to LinkShare at contact@linkshare.com, or by Facsimile to (646) 602- 0160 or by United States mail to LinkShare Corporation, 215 Park Avenue South, 8th Floor, New York, New York 10003, or if to you, at the email address designated on your Application. If the person entering into this Agreement is acting on behalf of his or her company or organization, such person hereby represents to Waterfront that he or she has all requisite power and authority to enter into this Agreement on behalf of such company or organization, that this Agreement has been duly authorized by such company or organization and that this Agreement will constitute a legal, valid, an binding obligation of such company or organization. Such person hereby agrees to indemnify and hold harmless Waterfront from any and all claims, damages and expenses (including without limitation attorney's fees) arising from any breach of this section.