TIREBUYER.COM This is the Agreement that will govern your participation in an Engagement through the LinkShare Network (B2C) with Us. Please read this Agreement and check the box on the previous page to digitally sign this Agreement. To print a copy of this Agreement, please use your browser's print command. AFFILIATE PARTNER AGREEMENT This Affiliate Partner Agreement (this "Agreement") is made between you ("You") and us ("We" or "Us"). Neither LinkShare Corporation nor any of its corporate affiliates are parties to this Agreement. BACKGROUND Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Usresulting from our participation in the LinkShare Network (B2C). TERMS AND CONDITIONS In consideration of the promises set forth below, each party agrees as follows: 1. Offers and Engagements. 1.1. From time to time, We may, but are not obligated to, post on theLinkShare Network(B2C) offers with a unique identification number (each,an "Offer") to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). 1.2. If You accept one of our Offers, we will have entered into an "Engagement." 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 You displaying a Qualifying Link on one of Your websites, We 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 that we have submitted for an Offer or an Engagement. You agree to promptly implement any request from Us to remove, alter or modify any such graphic or banner ad. 2. Your Responsibilities. 2.1. You will link its site to areas within Our's site using special URLs specified in the Engagement (the "Required URLs"). You may post asmany links to the Required URLs and the rest of Our site as you desire on Your site. The position, prominence and nature of links on Your site shall comply with any requirements specified in the Engagement, but otherwise will be in Your discretion. 2.2. You hereby agree to comply with all applicable laws, rules and regulations, and further agree to comply with any of Our additional guidelines pertaining to Offers and Engagements as provided to You by Us from time to time. We reserve the right to amend or supplement such guidelines during the term of this Agreement. 2.3. You acknowledge that We have developed valuable rights in Our trade name, trademarks, service marks and reputation. You agree not to make any representations, warranties or other statements concerning Us, Our site, any of Our products or services, or Our site policies, except as expressly authorized by the Engagement. 2.4. You are responsible for notifying Us and LinkShare Corporation of any malfunctioning of the Required URLs or other problems with Your participation in the Engagement. We will shall use commercially reasonable efforts to respond promptly to all concerns upon receipt of Your notification. 2.5. IF YOU FAIL TO COMPLY WITH THE FOLLOWING RESTRICTIONS, AT OUR SOLE DISCRETION, YOU WILL FORFEIT COMMISSIONS OTHERWISE EARNED DURING ANY PERIOD OF NON-COMPLIANCE AND WE MAY,AT OUR SOLE DISCRETION TERMINATE THIS AGREEMENT WITH IMMEDIATE EFFECT: (a) Keyword Bidding and Use Policy: Search arbitrage is prohibited. Without limiting the generality of the foregoing, You will not purchase or bid for placement of TireBuyer, any variation thereof (including, but not limited to, abbreviations, misspellings, stringing of the name TireBuyer) and any other trademarks of Ours within any third party search engine or shopping portal. Misspellings include but are not limited to the following list: tire buyer, tire-buyer, tire-buyer.com, tirebuyer.com, www.tirebuyer, www.tirebuyer.com, tirebuyr, www tirebuyer com, etc. Similarly, no affiliate is permitted to bid on Manufacturer brand terms, trademarks and misspellings. Manufacturer brand terms include but are not limited to the following list: Goodyear, Dunlop, Kelly, Michelin, BF Goodrich, Uniroyal, Continental, General,Bridgestone, Firestone, Fuzion, Pirelli, Kumho, Nitto, Nexen, Mickey Thompson, Dick Cepek. Additionally, You will not pay third parties for placement in search engines or shopping portals on the basis of your use of our name. You agree not to engage in any paid advertising that utilizes any keyword or search term that contains a trademark, service mark or brand name of any of our suppliers or of our competitors for the purpose of directing visitors to the TireBuyer site(s) without Our prior written consent. (b) Cybersquatting Policy: We do not allow cybersquatting (domain squatting) which means that affiliates are not permitted to use misspellings of our brand name or domain name to register domains and use them to redirect traffic to our site with the intention of earning commission on sales. You will not employ any so-called fat finger domains or typosquatters redirecting web traffic directly or indirectly to your Site, a fat-finger or typosquatter domain is any domain that amounts to a misspelling of any registered or unregistered TireBuyer trademark, examples of which include: tirebuyr, tire-buyer, tirebeyer, and so forth. You will not place the word TireBuyer or any variation or close spelling of the word,in Your Site URL to the left of Your top-level domain name or sub-domain such as, for example only: TireBuyer.Yourdomainname.com. You will not represent Your Site as Our official site or make similar representations. You will not frame Your Site so as to appear as if visitors are both on Your Site and Our site or in any way that is confusingly similar to our site, as determined in our sole discretion. (c) Email: You may not do any of the following unless you first obtain in advance our express written permission, which may be withheld in our absolute discretion: (i) generate or send any email messages or other electronic messages (including text or SMS messages) using or containing TireBuyer.com, trademarks of ours or any variation thereof, Product descriptions, or any of the Required URLs or Content; (ii) send any email or other electronic message that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address,subject heading, header information or message contents) a recipient into believing that TireBuyer.com or any related entity was the sender or sponsor of such email or procured or induced You to send such email; (iii) forward, redistribute, or otherwise repurpose any email communications or newsletters or other electronic messages that TireBuyer.com sends to its affiliates and/or customers; or (iv) generate or send any unsolicited email (spam) under this Agreement. Requests to do any of the foregoing must be made in writing and sent to us. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that apply elsewhere in this agreement, and under any agreement between You and LinkShare, as well as all prohibitions and requirements under all applicable laws and regulations. Even with Our advance express written permission, you agree that Your website and any solicitations sent on Your behalf or by You on behalf of Us comply with the CAN-SPAM Act of 2003 (the “Act”) compliant. You agree to provide suppression lists to Us as required by the Act. You hereby indemnify and hold Us and Our employees, directors, agents, successors and assigns harmless and shall defend such persons or entities against all claims, counterclaims, losses, suits, demands, damages, liabilities, liens, costs and expenses (including reasonable attorney’s fees) arising directly or indirectly from any claim related to or in connection with violations of the Act as a result of any publication of any email advertisements and/or solicitations by or through Your website. (d) Promotion Codes: You may not utilize any coupon, voucher or promotion code on Your site that has not been provided to You through the LinkShare Network(B2C). 2.6. We reserve the right to monitor Your Site at any time to confirm compliance with this Agreement and any Engagement. You are fully responsible for all content, links and activities conducted on the Your Site. 2.7. You may not utilize the services of any behavioral networks in connection with promotion of Our site, Products, Required URLs or any Content. Behavioral networks are defined as any party serving pop-up ads, banner ads, page views or other forms of content or media to a web site based on user behavior at any web site other than the web site to which such content is served, including search queries or visits to specific URLs, as a result of software downloaded by the user or identifiers (including cookies) used to track a user. 2.8. You may not change, modify or revise any Required URLs or Content in any manner whatsoever without Our prior written consent, which approvalmay be withheld in Our sole and absolute discretion. The prohibited change, modification or revision to Required URLs or Content shall include, without limitation, revisions to proportions, colors or elements, animation of the Required URLs or Content and modifications that otherwise affect the perspective or dimensional appearance of anyicons, buttons, banners, graphics files, or Content. You may not directly link to the tirebuyer.com website, but rather must land users on Your own web site(s) or landing page(s). You not authorized to frame Our site in any manner. 2.9. In addition to the foregoing, You must not engage in any of the following with respect to Your Site and/or Your participation in any Engagement: (i) operate an illegal business through Your Site; (ii) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your Site or offer any illegal goods orservices through Your Site; (iii) have Your Site contain or promote, any content which is misleading, fraudulent. abusive, violent, bigoted, hate-oriented, obscene or pornographic; (iv) place Required URLs and/or Content in newsgroups, message boards, blogs, link farms, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources; (v) You shall not modify or otherwise alter Your Site in order to resemble the look and feel of Our site; (vi) infringe any intellectual property or other proprietary right of Ours or any third party; (vii) engage in activities that in any way dilute, blur or tarnish the value of Our trademarks; (viii) use or promulgate of any product or service that installs software or code on a user’s computer without prominent notice and express consent from the user (e.g., spyware or adware products); (ix) display Required URLs in any manner that expresses or might imply affiliation, sponsorship, endorsement, certification, or approval by Us, other than as contemplated by this agreement; or (x) use the Required URLs and/or Content in a manner that might suggest co-branding or otherwise create potential confusion as to source or sponsorship of Your products, services, Site, or advertising materials, or confusion as to ownership of the Content or Products or that suggests that Your products or services are Our products or services. 2.10. From time to time, We may provide You with replacement Required URLs and/or Content. Within one (1) day after receiving such replacement Required URLs and/or Content from Us, You shall cease any further use of, and shall remove the prior Required URLs and/or Content and replace the same with the updated Required URLs and/or Content. Additionally, some Engagements may have specific end dates specifying when You must remove the Required URLs and/or Content related to such Engagement. If You fail to remove any outdated Required URLs and/or Content or fail to remove any Required URLs and/or Content after an end date for an Engagement then, in addition to any other rights We may have, You will not be entitled to receive any Commissions for as long as You are in violation of this provision. 3. Commissions. 3.1. We agree to pay to You the commission specified in the Engagement if We sell to a visitor to Our site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link. Unless otherwise specified in the Engagement, the commission is based on Net Sales to Customers generated as set forth above. "Net Sales" shall mean gross sales less returns, shipping and handling charges, canceled orders, and any restocking charges or other taxes (excluding taxes based on Our net income), uncollectible fees, credits to Customers. 3.2. A "Qualifying Link" is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us for use in the LinkShare Network(B2C) if it is the last link to Our site 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 Our site via a link from Your site and terminating when the Customer either returns to Our site via a link from a site other than Your site or the Engagement expires or is terminated. 3.3. We shall have the sole right and responsibility for all payment processing and fulfillment of all orders for Our products sold made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Us and the Customer. 3.4. All determinations of Qualifying Links and whether a commission is payable will be made by LinkShare Corporation and will be final and binding on both You and Us. Prices for the products will be set solely Us in Our discretion. At the end of any calendar month where a sale through a Qualified Link was made, You shall receive a check for the commission due, less any taxes that We is required by any applicable law to remit to the taxing authorities (including, without limitation, any withholding taxes), and a statement with respect thereto. Such checks and statements will be sent approximately sixty (60) days after the end of each calendar month. If Our product that generated a commission is returned to Us, that amount shall be deducted from the commission amount payable to You with respect to that product. We may change Our product prices and availability at any time in Our sole and absolute discretion. We do not warrant to You the availability or the prices of any of the Our products. 4. Ownership and Licenses. 4.1 For purposes herein, the following definitions shall apply. “Marks” shall mean all names, domain names, trademarks (registered and unregistered), logos and other branding elements proprietary to a Party. “Content” shall mean all content, data, text, sound, photos, video, graphics, software, database files, URLs, technology, code, user interfaces and other items posted on a site or used in connection or associated with any of the foregoing, along with all intellectual property rights associated with any of the foregoing. 4.2. As between the parties, You reserve all right, title and interest in and to Your Marks, Your Content, and Your site (excluding Our Marks and Our Content). All goodwill arising out of Our use of any of Your Marks and Your Content will inure solely to the benefit of You. As between the parties, We retain all right, title and interest in and to Our Marks, Our Content, and Our Site. All goodwill arising out of Your use of any of Our Marks and Content will inure solely to the benefit of Us. 4.3 Except for the licenses set forth in this Section 4, nothing contained in this Agreement shall be construed to grant the other party any right, title or interest in or to the licensing party's Marks. If, in Our discretion, Your use of Our Marks does not meet Our trademark usage policies or other standards of usage, You will, at Our request, immediately remove such no-compliant use and immediately revise such material and re-submit it to Us prior to further display of such Marks on Your site. 4.4 We will not use or exploit any of Your Marks, and You will not use or exploit any of Our Marks, except in such form as the other party may consent to in writing, which consent will not be unreasonably withheld or delayed. Each party's use of the other party's Marks shall be in accordance with such other party's standard policies regarding use of its trademarks as may be established from time to time. Neither party shall use the other party's Marks in a manner that disparages the other party or its products or services, or portrays the other party in a false, competitively adverse or poor light. 4.5 Excepts as provided herein, We grant You a revocable, non-exclusive, worldwide license to use, reproduce and transmit Our Marks, as specifically designated in the Engagement or during the registration process in The LinkShare Network, on Your site solely for the purpose of creating links from Your site to Our site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. 4.6 You grant Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner advertisement submitted by You solely for co-branding purposes or as a return link from Our site to Your site. 4.7. We shall own any and all information and data collected from Customers who purchase from Us through the LinkShare Network hereunder. All personally identifiable information or customer specific information provided to us by Customers is the sole and exclusive property of Us, and You shall neither have access to such information nor use any device, technique or software to obtain such information from Our site. 5. Termination. 5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the LinkShare Network(B2C). 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(B2C). Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. You are only eligible to earn commissions on Net Sales occurring during the term and will not be entitled to commissions on any Net Sales after the expiration or termination of this Agreement. Any commissions earned by You up through and including the date of expiration or termination of this Agreement will remain payable only if these sales are not canceled or returned. We may withhold Your final payment for a reasonable time to ensure that the correct payment is made. 5.3 Upon termination or expiration of this Agreement, (a) each party shall promptly return all Confidential Information (as hereinafter defined),and any other information, data, documents, manuals and materials belonging to the other party stored in any form or media (including but not limited to electronic copies), except as may be otherwise provided in this Agreement, and (b) You shall promptly remove all of Our content from Your site and any sites You operate or manage. 5.4 If, upon termination, You fail to remove Our materials, advertisements, links or other information belonging to or identifying Us, then We may will be entitled, in addition to any other available remedies, to temporary and permanent injunctive relief without the necessity of proving actual damage or immediate or irreparable harm or for posting a bond as well as its attorney’s fees and costs. Notwithstanding the foregoing, if any court shall determine any of such restrictions to be unreasonable, You and Us agree to the reformation of such restrictions by the court to such limit which it finds to be reasonable and that You will not assert that such restrictions should be eliminated in their entirety by such court. In the event a Court shall equitably adjust any of the aforesaid covenants, the balance of the Agreement shall remain in full force and effect. 6. Representations and Warranties. 6.1. Each party represents and warrants to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (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; (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, cancelbots or other similar harmful or deleterious programming routines. 6.2. Neither You nor Us will at any time do or cause to be done any act or thing in any way impairing or tending to impair any part of the other’s right, title and interest in and to their intellectual property. In connection with the use of the other’s intellectual property, neither party shall represent that it has any ownership in the intellectual property or registration thereof, and You and Us acknowledge that the use of the other party’s intellectual property other than the use as expressly permitted herein shall constitute a breach of this agreement. Upon termination of this Agreement neither party hereto shall hold itself out as having any relationship whatsoever with the other and shall no longer use, in any capacity, the intellectual property of the other party. 6.3. EXCEPT FOR THE ABOVE REPRESENTATIONS 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. 6.4 Without limiting the generality of the foregoing, each party specifically disclaims any warranty regarding (i) the number of persons who will access the respective sites; or (ii) any benefit either party might obtain from this Agreement. We provide no guarantees or warranties, express or implied, regarding the quality, make, or performance of the products or services offered to Customers through this Agreement, and any guarantees or warranties of such products or services, if any, remain with the manufacturers of the products. We make no guarantees or warranties, express or implied, that you will earn any commission or any amount of commission under this Agreement. 7. Indemnification. 7.1. You hereby agree to indemnify, defend and hold harmless TireBuyer and its publishers, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of Your representations or obligations herein. 8. Confidential Information. 8.1. Either party hereto may disclose to the other party (the “Receiving Party”) certain technical, business, finance or other proprietary information that is not generally available to the public and that the disclosing party identifies in writing as confidential or proprietary (the “Confidential Information”). Confidential Information shall not include any information that: (a) becomes generally available without fault on the part of the Receiving Party; (b) was rightfully in the Receiving Party’s possession without restriction prior to its receipt from the disclosing party hereunder; or (c) is independently developed by the Receiving Party. 8.2. The Receiving Party agrees to use the Confidential Information solely in conjunction with its performance under this Agreement and not to disclose or otherwise use such information in any fashion. The Receiving Party may disclose the Confidential Information (i) to its accountants, attorneys or other professional advisors provided that any such advisor is under a confidentiality obligation to the Receiving Party and (ii) as required by operation of law or by an instrumentality of the government, including but not limited to any court, tribunal or administrative agency. The Receiving Party agrees not to remove any proprietary rights legend from, and upon the other party’s reasonable request shall add such legend to, materials disclosing or embodying Confidential Information. 8.3. This Section 8 shall survive perpetually beyond any expiration or termination of this Agreement. 9. LinkShare Required Provisions. 9.1. Each party jointly and severally agrees to indemnify, defend, and hold harmless LinkShare Corporation and its publishers, officers, directors, employees and agents (collectively, "LinkShare") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto. 9.2. The parties agree that LinkShare may rely on any data, notice, instruction or request furnished to LinkShare by either party which is reasonably believed by LinkShare to be genuine and to have been sent or presented by a person reasonably believed by LinkShare to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve LinkShare, LinkShare may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of LinkShare's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 9.1 above. 9.3. The parties acknowledge and agree that this Agreement and the Engagements are only made possible due to LinkShare and that the parties shall not, for the duration of this Agreement and for twenty-four (24) months thereafter, enter into any advertising, collaborations or other commercial arrangements with each other in connection with their sites on the World Wide Web except via the LinkShare Network (B2C). 9.4. The parties acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. The parties acknowledge that LinkShare has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or either party's computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications. 9.5. The parties agree that LinkShare is an intended third party beneficiary of this Agreement. 10. Limitation of Liability. 10.1. We will have no liability of any kind whatsoever arising from any interruptions or errors in Our site. 10.2. Except for indemnification obligations and violations of Section 6.2, in no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Further, Our aggregate liability arising under or with respect to this Agreement or Our affiliate program shall in no event exceed the total amount of Commissions paid or payable to You under this Agreement. 10.3. The parties agree that the LinkShare Network(B2C) and LinkShare Corporation and its publishers, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 11. General. 11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other 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 North Carolina, without regard to conflicts of laws principles. Any action to enforce this Agreement shall be brought in the federal or state courts located within Mecklenburg County, North Carolina. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department. 11.3. 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. 11.4. You may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of Us. 11.5. 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. 11.6. This Agreement and any exhibits or attachments hereto constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, proposals, arrangements and communications, whether oral or written, with respect to the subject matter hereof. 10.7. We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion by notifying You thereof. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules and payment procedures. If any modification is unacceptable to You, Your only recourse is to terminate this Agreement, and any modification following Our notice to You of a modification to this Agreement will constitute Your agreement with and acceptance of such modification. Notwithstanding the aforesaid, We may not, without Your specific consent, change or remove Your right to terminate this Agreement. 11.8. At Our sole discretion, commission rates and/or sales programs may be modified at any time. We reserve the right to notify You at any time that commission rates and/or sales programs have changed or are being discontinued. You shall contact Our affiliate program representative for specific rates and programs that apply to You. 11.9. If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference. BY SELECTING THE "ACCEPT" BUTTON BELOW, YOU ARE ACKNOWLEDGING THAT YOU HAVE CAREFULLY REVIEWED THE FOREGOING AGREEMENT AND AGREE TO ALL OF THE TERMS AND CONDITIONS. YOU ACKNOWLEDGE THAT THIS AGREEMENT WILL ONLY BE EFFECTIVE UPON OUR ACCEPTANCE OF YOUR ONLINE APPLICATION FOR PARTICIPATION IN OUR AFFILIATE PROGRAM.