RanchForeman Equine Management Software assists equine professionals manage records regarding breeding, training, boarding and accounting. Professionals throughout the equine industry, whether they need software for American Quarter Horses or Kentucky Thoroughbreds, can use our horse management software to track health records, manage pedigrees, record feed schedules and record cleaning schedules.

TERMS AND CONDITIONS

This RanchForeman Alliance Program Agreement (the "Agreement") sets forth the terms and conditions regarding the RanchForeman Alliance Program (the "Program") of RanchForeman, Ltd.. ("RanchForeman").

BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE ALLIANCE PARTNER APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "ALLIANCE PARTNER") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

1. Definitions. Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. However, use of the term "Alliance Partner" in this Agreement shall not be interpreted or construed to mean that any party to this Agreement is an "Alliance Partner" of any other party for purposes of any federal and state securities laws.

"Alliance Partner Originated Visitor" means a unique end-user who accesses the RanchForeman Site through an Alliance Partner Link or because of an Alliance Partner Referral.

"RanchForeman Brand Features" means RanchForeman trade names, trademark, service mark and/or logo authorized by RanchForeman and found at www.ranchforeman.com.

"RanchForeman Content" means RanchForeman-provided equine industry focused articles and other content.

"RanchForeman Product" means the RanchForeman Equine Management Software Product.

"RanchForeman Site" means the RanchForeman World Wide Web site which is the destination of the URL included by RanchForeman in the Link.

"Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

"Link" means a hypertext and/or graphical link, to or from one Web site to another Web site which allows an Alliance Partner Originated Visitor to automatically transfer from the Alliance Partner Site to the RanchForeman Site.

"RanchForeman Online Product" means the RanchForeman Web-based products made available by RanchForeman.

"RanchForeman Software Product" means the RanchForeman software products made available by RanchForeman, excluding trial, evaluation, demonstration copies, and RanchForeman Online Product.

"RanchForeman Supplies" means the forms and other business supplies made available by RanchForeman.

2. Enrollment in the Program. To begin the enrollment process, Alliance Partner will submit and complete Alliance Partner Program application via www.ranchforeman.com. RanchForeman will evaluate Alliance Partner's application and notify you of your acceptance or rejection of your application. RanchForeman may reject your application and reserves the right to terminate this Agreement for any reason with or without notice to Alliance Partner including but not limited to a determination that the Alliance Partner Site is unsuitable for or incompatible with the Program, or an insufficient background verification of Alliance Partner.

3. Links. Alliance Partner agrees to promptly post at least one Link (the "Alliance Partner Link(s)") to the RanchForeman Site at one (or more) Web sites owned or operated by Alliance Partner (the "Alliance Partner Site(s)") in no event later than five (5) business days following RanchForeman's acceptance of Alliance Partner into the Program. Alliance Partner Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Alliance Partner Link placed must be done so in such a way that it is not misleading to any Alliance Partner Originated Visitor and done so with the intention of delivering users to the RanchForeman Site from that Link. Alliance Partner acknowledges that the Alliance Partner Site will include the RanchForeman Brand Features, and Alliance Partner has no right to alter, remove, or customize the RanchForeman Brand Features. Alliance Partner will not use or display the Link(s) or the RanchForeman Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of RanchForeman, or the goodwill associated with the RanchForeman Brand Features.

3a. Promotion Materials. In the event that no Alliance Partner Site exists, it is highly recommended that one be developed. In this event, however, Alliance Partner agrees to promptly request RanchForeman authorized marketing materials in no later than five (5) business days following RanchForeman's acceptance of Alliance Partner into the Program. Alliance Partner my promote using independantly created marketing materials (business cards with referral number on them, etc.), only after submission to and approval by RanchForeman.

4. Alliance Partner Obligations and Restrictions. Alliance Partner will be solely responsible for the development, operation and maintenance of Alliance Partner Site and for all materials that appear on Alliance Partner Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Alliance Partner Site; and (b) ensuring that materials posted on Alliance Partner Site do not violate or infringe upon the rights of any third party. Alliance Partner agrees to refrain from the following: (a) purchasing and/or using domain name(s) that incorporate any portion of the RanchForeman Brand Features; (b) purchasing any search engine keywords that outrank and/or outbid any of the RanchForeman Brand Features; and (c) identifying the Alliance Partner site as an "official site" ("Alliance Partner" or "authorized Alliance Partner" are permitted uses). Alliance Partner hereby agrees to indemnify, defend and hold harmless RanchForeman, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Alliance Partner Site.

5. Competitive Services. If you are approved as an Alliance Partner, RanchForeman would prefer that you not be an Alliance Partner (or Affilliate) or otherwise promote, market or sell any products that are competitive with RanchForeman Products. If you do market competitive products and services, you agree to place our Link, banners, and any other content identifying RanchForeman and/or describing our products and services (the "Content") in a location and in a manner on your Site that is equal to or better than the location and manner in which you place a competitor's Content.

6. Order Processing. RanchForeman will process orders placed by users who follow the Links from Alliance Partner's Site to RanchForeman's Web Site. RanchForeman reserves the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale, (which we may revise periodically without notice to you). RanchForeman will be responsible for all aspects of order processing and fulfillment. The amount of sales generated using the Alliance Partnerd Links from Alliance Partner Site to RanchForeman Site will be tracked by RanchForeman. Alliance Partner may request sales activity on a daily basis. To permit accurate tracking and reporting, Alliance Partner must ensure that the Links between Alliance Partner Site and RanchForeman Site are properly formatted and are maintained. RanchForeman will provide requested information no later than two (2) business days after the information has been requested.

7. Commissions. Only RanchForeman Products that are purchased by a user with a valid referral number for the respective Alliance Partner, for which purchase RanchForeman has received full payment (collectively a "Qualifying Purchase"), will qualify for a commission based on purchases of RanchForeman Software Product or RanchForeman Online Product subscription. No Commission will be paid if the visitor to the RanchForeman Site cannot be tracked by RanchForeman's system. Commission rates ("Commission Rates") will be based on the amount actually paid to us for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). The following current Commission Rates are based on the Net Sales received by RanchForeman, payable in U.S. dollars:

RanchForeman Product	Commission Rate
RanchForeman Online Product	10% of licensing fee only

Although it assumes no obligation to do so, RanchForeman may, from time to time, offer additional incentives to its Alliance Partners.

8. Payments. Subject to Section 7 above, RanchForeman will pay Alliance Partner the Commissions earned which payments will be calculated on a monthly basis. Approximately thirty (30) days following the end of each calendar month during the agreement, RanchForeman will send Alliance Partner a check for the Commissions you earned in such month, less any other fees or reduction for returns that RanchForeman is required by law to withhold, and excluding fraudulent, redundant, or non-qualifying Commissions. Alliance Partner may be taxed on the accrual of Commissions depending on the tax laws of Alliance Partner's federal, state, and local jurisdictions. Alliance Partner shall be responsible for any and all tax liability arising out of your accrual or receipt of Commissions and Alliance Partner hereby agrees to indemnify and hold RanchForeman harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from such tax liability.

9. License Grant. RanchForeman hereby grants to Alliance Partner a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the RanchForeman Brand Features and RanchForeman Content at the Alliance Partner Site solely in the form delivered by RanchForeman. Alliance Partner is only entitled to use the RanchForeman Brand Features and RanchForeman Content to the extent that the Alliance Partner is a member in good standing in the Program.

10. Reservation of Rights. RanchForeman reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. RanchForeman retains all rights, titles, and interests in and to the RanchForeman Brand Features and the RanchForeman Site, together with all Intellectual Property Rights thereto.

11. Program Information. RanchForeman will own all rights, titles and interests in and to all information that is created or collected in the operation of the RanchForeman Site including, without limitation: (i) any contact information collected from any Alliance Partner Originated Visitors, (the "Contact Information"); and (ii) any information collected about product sales at the RanchForeman Site generated through the Alliance Partner Link(s), (the "Sales Information"). RanchForeman will make certain Sales Information available to Alliance Partner from time to time. Alliance Partner will not disclose any Sales Information to any third party without RanchForeman's prior approval. Subject to the terms and conditions of this Agreement, RanchForeman grants to Alliance Partner a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section.

12. Termination. This Agreement will become effective on the Effective Date and ends when terminated by either party in accordance with this Agreement. This Agreement may be terminated (i) by RanchForeman, with or without cause, and with or without notice to Alliance Partner, and (ii) by Alliance Partner, with or without cause, by removing the RanchForeman Brand Feature from the Alliance Partner Site, and notifying RanchForeman of its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Alliance Partner shall immediately remove any Alliance Partner Link(s) and RanchForeman Brand Features from Alliance Partner Site; (iii) RanchForeman will pay Alliance Partner any accrued and unpaid Fees, provided such fees exceed $25; and (iv) Sections 14, 15, 16, 17, 18, 20, and 21 and this sentence will survive. If RanchForeman should terminate this Agreement because Alliance Partner is in breach of a material term, RanchForeman may withhold Commissions payable to you in an amount equal to the amount by which RanchForeman believes in good faith that we have been damaged by such breach, including prospective damages and damages resulting from claims by third-parties caused by such breach.

13. Modification. At any time and in RanchForeman's sole discretion, RanchForeman may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on www.ranchforeman.com and/or (ii) e-mailing a revised agreement to Alliance Partner. If any modification is unacceptable to Alliance Partner, Alliance Partner's only recourse is to terminate this Agreement. Alliance Partner's continued participation in the program following RanchForeman's posting of a change notice or new agreement on www.ranchforeman.com and/or Alliance Partner's receipt of a revised agreement will constitute binding acceptance of the modification.

14. Disclaimer. THE RANCHFOREMAN SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND RANCHFOREMAN EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE RANCHFOREMAN SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, RANCHFOREMAN MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF RANCHFOREMAN'S SITE, OR RANCHFOREMAN'S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND RANCHFOREMAN SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. RANCHFOREMAN SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF RANCHFOREMAN'S PRODUCTS.

15. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL RANCHFOREMAN BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, RANCHFOREMAN'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO ALLIANCE PARTNER UNDER THIS AGREEMENT.

16. Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to RanchForeman that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Alliance Partner, that this Agreement has been duly authorized by Alliance Partner and that this Agreement will constitute the legal, valid and binding obligation of Alliance Partner. Such person hereby agrees to indemnify and hold RanchForeman harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section. If the person entering into this Agreement is acting on one's behalf, such person represents to RanchForeman that he or she is an individual, 18 years of age or older, who is a U.S. citizen or permanent resident and is not a citizen or permanent resident of Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.

17. Publicity. Alliance Partner shall not create, publish, distribute, or permit any written material that makes reference to RanchForeman without first submitting such material to RanchForeman and receiving written consent from RanchForeman.

18. Relationship of Parties. Alliance Partner and RanchForeman are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Alliance Partner will have no authority to make or accept any offers or representations on RanchForeman's behalf. Alliance Partner will not make any statement, whether on Alliance Partner Site or otherwise, that reasonably would contradict anything in this Section. Alliance Partner, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.

19. Communications. Alliance Partner agrees that by becoming a RanchForeman Alliance Partner, RanchForeman will contact you on a periodic basis with information about RanchForeman's Alliance Partner programs.

20. Geographic Scope. All the rights and obligations of both RanchForeman and Alliance Partner are valid only within the United States.

21. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of Texas without reference to conflicts of laws provisions, and any legal proceeding arising out of this Agreement will occur in San Antonio, Texas. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between RanchForeman and Alliance Partner with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between RanchForeman and Alliance Partner with respect to the subject matter hereof. Alliance Partner may not assign all or any part of this Agreement without RanchForeman's prior written consent. Except as set forth in Section 13, this Agreement may not be modified without the prior written consent of both parties.

22. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to RanchForeman will be directed to RanchForeman, Ltd., P.O. Box 904, San Antonio, Texas 78069, Attn: General Counsel, Phone: (210) 222-8200, Fax: (210) 200-8866.

23. Assignment. 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 be enforceable against the parties to this Agreement and their respective successors and assigns.

24. 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 ALLIANCE PARTNER PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Revised as of: 09/01/05

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