1. Enrollment in the Referral Program

To begin the enrollment process, you must submit a complete Referral Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application, in our sole discretion, for any reason. If we reject your application, you are welcome to reapply to the Referral Program at any time.

2. The Referral Program and Your Obligations

a. Upon your acceptance into the Referral Program, you will be given selected hypertext links to our site, said links contain an identification code specific to you (your "Link" or "Links"). You may then insert your Link into email messages to your friends, family, and colleagues. For the purposes of this Agreement, your friends, family, and colleagues shall mean only those persons with whom you have a personal relationship who would welcome the receipt of an email from you. Emails that include a Link are referred to herein as "Program Emails." As set forth in Section 4, you will be eligible to earn commissions on sales made pursuant to your Link, only if your Link is contained in Program Emails that comply with the terms and conditions of this Agreement.

b. No spamming is permitted as part of the Referral program. You understand that, for the purposes of this Agreement, rarely should any one email be sent to more than 50 individuals comprising your group of friends, family and colleagues. You may not send Program Emails in any type of mass marketing attempt, including, without limitation, sending Program Emails to (i) any type of listserv or automated mailing mechanism, including, without limitation, any type of specialty group mailing list, (ii) any individual or group of people with whom you are not personally acquainted, and (iii) any third-party emailing list of any type. You may not post your Link on any web site or with any type of Internet newsgroup, message board, or bulletin board. By including Links in any unsolicited bulk, junk, or spam email communications, you shall become ineligible to receive any commissions hereunder, and this Agreement shall be subject to immediate termination by . Furthermore, and not in limitation of the foregoing, you agree that you will not send any emails to any individuals who have indicated in any manner for any reason that they do not wish to receive such emails.

c. You may not mask your email address in your Program Emails or your identity. You may not set up a temporary email account for the purpose of abusing the Referral Program.

d. You may not send Program Emails that give the impression that (i) the Program Email was sent by (ii) is responsible for the Program Email being sent to any specific recipient, or (iii) is responsible for any content of the Program Email (other than content actually provided by ). You may not use the Link or otherwise refer to or the site in any manner that creates the impression that you are an agent of, represent, or are otherwise acting on behalf of in any way, nor may you represent that you have any relationship with , other than an accurate representation of your relationship with as a participant of the Referral Program. You further agree that you will not use the Links in any way that disparages or otherwise portrays in a negative light.

e. You may not send Program Emails that might be deemed to be "hate mail" by the recipient, or that the recipient might deem to be obscene or pornographic. You may not send Program Emails in any manner that might be considered harassment by the recipient. You will be solely responsible for the content of your Program Emails. Such responsibilities include, but are not limited to, ensuring the accuracy and propriety of content of your Program Emails, ensuring that content of your Program Emails does not violate or infringe upon the rights of any third party, is not libelous, obscene, pornographic, or otherwise illegal.

f. You may not send Program Emails that violate any law, statute, ordinance, or regulation. You may not send Program Emails that promote illegal activities or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

g. If you use a nonpersonal email account, such as a work email address, you will be solely responsible for obtaining consent to use your nonpersonal email account in the Referral Program.

h. You agree that you will display in your Program Emails only those textual images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. You agree that, in incorporating such Links as contemplated herein, you will not take any action that will in any way alter the look, feel, or functionality of our site.

3. Secondary Sender Emails

Persons receiving Program Emails from you may forward your Link in a further email, and you may still earn commissions generated from your Link; provided, however, that any recipient of your Program Email who forwards your Link (a "Secondary Sender") must comply with the terms and conditions of Annex A to this Agreement. In connection therewith, all Program Emails sent by you and any Secondary Senders must contain the tag set forth below. Any use of the Link without the following tag is unauthorized, and all commissions may be forfeited in any such instance. The underlined term in the tag must contain a hypertext link to the appropriate document at our site.
NOTICE: All uses of this Link to must be in accordance with the terms and conditions set forth at http://www./join/refoperations.htm.

4. Our Responsibilities

We will be responsible for providing all information necessary to allow you to include your Links in Program Emails. We will be solely responsible for processing every order placed by a customer following a Link, for tracking the volume and amount of sales generated by your Link, and for providing information regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

5. Commission Determination

Only Products that are (i) sold by us, (ii) purchased by users linking to our site from your Link, where such Link has been used by you strictly in compliance with the terms of Sections 2 and 3 hereof, (iii) shipped by us, and (iv) for which we have received full payment will qualify for a commission (each, a "Qualifying Purchase"). Commission rates will be based on the aggregate amount actually paid to us for Qualifying Purchases of the Products, excluding amounts collected by us for sales taxes, duties, gift wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). All available items on our site will be included in the computation of Net Sales, regardless of whether the item is a "fast delivery" or "special order" item. Commission rates are equal to 10 percent (10%) of Net Sales for Qualifying Purchases of such items.

6. Commission Payment

When the total commissions due to you (based on Section 5 above) exceed ten dollars ($10.00) we will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to you. Such commission checks and statements of activity will be sent approximately thirty (30) days after the end of each three-month anniversary of the date hereof. Earning commissions may constitute taxable income to you. You should consult with your tax adviser with respect to the proper income tax treatment of any commissions earned by you and any charitable contributions which you may have directed under the Program. We may require you to give us additional information, such as your social security number, in order for us to comply with any applicable tax-reporting requirements. You hereby agree to provide such information as it may be reasonably requested by us for such purposes.

7. Compliance; Permanent Forfeiture of Commissions

If we receive any complaints regarding your Program Emails, or suspect that you are breaching the terms of this Agreement, we retain the right in our sole discretion to review your Program Emails at any time and from time to time to determine if you are in compliance with the terms of this Agreement. In addition, as a further security measure, if during any payment period during the term of this Agreement you earn an aggregate of $250.00, automatically will review your performance under this Agreement to ensure that you are in compliance with its terms. Consequently, if so requests, you will forward a copy of all of your Program Emails to the address specified to in its request. Any breach of the terms of this Agreement or the Restrictions of the Referral Program, by either you or any Secondary Sender who passes along a Program Email with your Link, will result in the forfeiture of all Commissions and, at 's sole discretion, immediate termination of this Agreement.

8. Reports of Sales

We will email your sales statistics, to your official email address, on a weekly basis.

9. Policies and Pricing

a. Customers who buy Products through your Link will be deemed to be customers of . Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and Product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Products sold under the Referral Program in accordance with our own pricing policies. Prices and availability of Products may vary from time to time. Because price changes may affect products that you already have listed in your Program Emails, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

10. Licenses and Use of the Logos and Trademarks

a. WE GRANT YOU A NONEXCLUSIVE, NONTRANSFERABLE, REVOCABLE RIGHT TO (i) SEND PROGRAM EMAILS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND (ii) TO USE THE SPECIALTYDREAMS.COM TRADEMARK AND LOGO (COLLECTIVELY, THE "LICENSED MATERIALS") FOR THE SOLE PURPOSE OF DISPLAYING SUCH LINKS IN PROGRAM EMAILS. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE REFFERRAL PROGRAM.

b. Except for your authorized use of Links as contemplated herein, you shall not create, publish, distribute, or permit any written material that makes reference to us.

c. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time by giving you written notice to your email or other address (as such addresses are set forth in your Program application).

11. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination; any such written notice to you may be sent to your email or other address (as such addresses are set forth in your Program application). You are only eligible to earn commissions on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related Product orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by email, and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and the Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Program following our posting of a change notice or new Agreement on our site will constitute binding acceptance of the change.

13. Relationship of Parties

You and 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 in your Program Emails or otherwise, that reasonably would contradict anything in this Section.

14. Disclaimers

We make no express or implied warranties or representations with respect to the Referral Program or any Products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.

15. Representations and Warranties

You hereby represent and warrant to us as follows:

a. You are an adult at least 18 years of age or older. 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. You agree to comply fully with the terms and conditions of this Agreement and the Program.

b. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, or (iii) any agreement or other instrument applicable to you or binding upon your assets or properties.

c. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

d. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

16. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, and pricing and sales information, concerning us or you, respectively, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

17. Limitation of Liability

a. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE REFERRAL PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

b. We shall not be liable in any way with respect to (i) any content appearing in your Program Emails (other than your use of Links in compliance with this Agreement), (ii) your use, if any, of a nonpersonal email account in connection with your participation in the Program, or (iii) any other action taken by you in connection with your use of the Links that is not specifically authorized in this Agreement.

18. Indemnification

You hereby agree to indemnify and hold harmless and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, managers, 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 any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or any claim related to your use of Links or any content in your Program Emails (except to the extent that your use of Links is in strict compliance with this Agreement and you are otherwise acting in accordance with the terms and conditions hereof), or any Losses related to the use of your Link by a Secondary Sender of which you have knowledge.

19. 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. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE MybnLink PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

20. General

a. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, written and oral, with respect thereto.

b. This Agreement will be governed by 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 must be brought in the federal or state courts located in New York, New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 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 a provision or any other provision of this Agreement.

c. This Agreement and the provisions hereof shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their successors and permitted assigns; provided, however, that neither party shall have the right to assign its rights or obligations hereunder to any other person or entity except that may assign its rights and obligations hereunder to a subsidiary or affiliate of provided that remains jointly and severally liable with respect to such obligations.

d. We shall not be liable to fulfill our obligations hereunder, or for delays in performance, due to causes beyond our reasonable control, including, but not limited to, acts of God, acts or omissions of civil or military authority, fires, strikes, floods, epidemics, riots, or acts of war.

e. Each provision of this Agreement shall be considered severable and if, for any reason, any provision hereof is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation of any court or agency having valid jurisdiction, such shall not impair the operation or affect the remaining provisions of this Agreement; and the latter shall continue to be given full force and effect and bind the parties hereto, and such invalid provisions shall be deemed not to be a part of this Agreement.

21. WARNING

SPECIALTYDREAMS.COM WILL PROSECUTE ANY BREACHES OF THIS AGREEMENT TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

Annex A -- Terms and Conditions for Secondary Senders

This Annex A contains the complete terms and conditions subject to which you (a person who has received an email which includes a hypertext link to our web site, located at "www." ("our site" or the " site") (a "Link") may forward or pass on that Link in an email communication (an "Email").

1. General Rules

a. You may not "spam" with an Email containing a Link (a "Link Email"). You may only send Link Emails to your friends, family, and colleagues. For the purposes of this Agreement, your friends, family, and colleagues shall mean only those persons with whom you have a personal relationship that would welcome the receipt of an Email from you. You understand that for the purposes of this Agreement, the typical sender of an Email will have no more than 50 individuals comprising such sender's group of friends, family, and colleagues. You may not send Link Emails in any type of mass marketing attempt, including, without limitation, sending Link Emails to (i) any type of listserv or automated mailing mechanism, including, without limitation, any type of specialty group mailing list, (ii) any individual or group of people with whom you are not personally acquainted, and (iii) any third party emailing list of any type. You may not post the Link on any web site or with any type of Internet newsgroup, message board, or bulletin board. In furtherance and not in limitation of the foregoing, you agree that you will not send any Emails to any individuals who have indicated in any manner for any reason that they do not wish to receive such Emails.

b. You may not mask your email address in your Link Emails or your identity. If you use a non-personal email account, such as a work email address, you will be solely responsible for obtaining consent to use your non-personal email account to send Link Emails.

c. You may not send Link Emails which give the impression that (i) the Link Email was sent by , (ii) is responsible for the Link Email being sent to any specific recipient, or (iii) is responsible for any content of the Link Email (other than content actually provided by ). You may not use the Link or otherwise refer to or the site in any manner which creates the impression that you are an agent of, represent, or are otherwise acting on behalf of in any way, nor may you represent that you have any relationship with , other than an accurate representation of your relationship with . You further agree that you will not use the Links in any way that disparages or otherwise portrays in a negative light.

d. You may not send Link Emails which might be deemed to be "hate mail" by the recipient, or which the recipient might deem to be obscene or pornographic. You may not send Link Emails in any manner which might be considered harassment by the recipient. You will be solely responsible for the content of your Link Emails. Such responsibilities include, but are not limited to, ensuring the accuracy and propriety of content of your Link Emails; ensuring that content of your Link Emails does not violate or infringe upon the rights of any third party and is not libelous, obscene, pornographic, or otherwise illegal.

e. You may not send Link Emails which violate any law, statute, ordinance, or regulation. You may not send Link Emails which promote illegal activities or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

f. Because price changes for products may affect products that you have listed in your Link Emails, you may not include price information in your Link Emails.

2. Secondary Sender Emails

a. Persons receiving Link Emails from you may forward the Link in a further email; provided, however, that any recipient of your Link Email who forwards the Link (a "Secondary Sender") complies with the terms and conditions of this Annex A. The foregoing applies to persons who receive the Link Email directly from you, or from another Secondary Sender.

b. All Link Emails must contain the following tag. The underlined term in the tag must contain a hypertext link to the appropriate document at our site.

NOTICE: All uses of this Link to must be in accordance with the terms and conditions set forth at http://www./join/refoperations.htm.

3. Compliance

If we receive any complaints regarding your Link Emails, or suspect that you are breaching the terms of this Agreement, we retain the right in our sole discretion to review your Link Emails at any time and from time to time to determine if you are in compliance with the terms of this Annex A. Accordingly, if so requests, you will forward a copy of all of your Link Emails to the address specified by in its request.

4. Licenses and Use of the Logos and Trademarks

a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) SEND LINK EMAIL SOLELY IN ACCORDANCE WITH THE TERMS OF THIS ANNEX A AND (ii) TO USE THE SPECIALTYDREAMS.COM TRADEMARK (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF DISPLAYING SUCH LINKS IN LINK EMAILS. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY.

b. Except for your authorized use of Links as contemplated herein, you shall not create, publish, distribute, or permit any written material that makes reference to us.

c. We reserve all of our rights in the Licensed Materials and all of our other proprietary rights. We may revoke your license at any time by giving you written notice.

5. Modification

We may modify any of the terms and conditions contained in this Annex A at any time in our sole discretion. Any change notice will be posted on our site. If any modification is unacceptable to you, your only recourse is to not send a Linked Email. Your continued sending of Linked Email following our posting of a change notice or new Annex A on our site will constitute binding acceptance of the change.

6. Relationship of Parties

You and are independent contractors, and nothing in this Annex A 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 in your Link Emails or otherwise, that reasonably would contradict anything in this Section.

7. Disclaimers

We make no express or implied warranties or representations with respect to any products sold pursuant to a Link (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.

8. Representations and Warranties

You hereby represent and warrant that you are an adult at least 18 years of age or older. You agree to comply fully with the terms and conditions of this Annex A and the Program.

9. Limitation of Liability

a. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. We shall not be liable in any way with respect to (i) any content appearing in your Link Emails (other than your use of Links in compliance with this Annex A), (ii) your use, if any, of a non-personal email account in connection with your participation in the Program, or (iii) for any other actions taken by you in connection with your use of the Links which is not specifically authorized in this Annex A.

10. Indemnification

You hereby agree to indemnify and hold harmless and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, managers, 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 any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you by agreeing to the terms of this Annex A, or any claim related to your use of Links or any content in your Link Emails (except to the extent that your use of Links is in strict compliance with this Annex A and you are otherwise acting in accordance with the terms and conditions hereof) or any Losses related to the use of your Link by a Secondary Sender of which you have knowledge.

11. General

a. This Annex A does not constitute either party an agent, legal representative, joint venturer, partner, or employee of the other for any purpose whatsoever and neither party is in any way authorized to make any contract, agreement, warranty, or representation or to create any obligation, express or implied, on behalf of the other party hereto.

b. This Annex A will be governed by the laws of the United States and the State of Virginia, without reference to rules governing choice of laws. Any action relating to this Annex A must be brought in the federal or state courts located in Virginia, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Annex A, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Annex A will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Annex A will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Annex A.

c. Each provision of this Annex A shall be considered severable and if, for any reason, any provision hereof is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation of any court or agency having valid jurisdiction, such shall not impair the operation or affect the remaining provisions of this Annex A; and the latter shall continue to be given full force and effect and bind the parties hereto and such invalid provisions shall be deemed not to be a part of this Annex A.

12. WARNING

SPECIALTYDREAMS.COM WILL PROSECUTE ANY BREACHES OF THIS ANNEX A TO THE FULLEST EXTENT PERMISSIBLE BY LAW.