Affiliate Agreement with Global Healing Center, Inc.

THE FOLLOWING DESCRIBES THE TERMS ON WHICH GLOBAL HEALING CENTER OFFERS YOU ACCESS TO OUR WEBSITE.

This Agreement describes the terms and conditions applicable to your acting as an affiliate of Global Healing Center, Inc. If you do not agree to be bound by the terms and conditions of this Agreement, do not link to our website and/or promote our goods and/or services.

You must read, agree with and accept all of the terms and conditions contained in this Affiliate Agreement, which include those terms and conditions expressly set out below and those incorporated by reference, before you may link to or use any Global Healing Center website.

This Affiliate Agreement ("Agreement") constitutes the entire agreement of the parties. This agreement is entered into by the Affiliate and Global Healing Center, Inc., a Texas Corporation (hereinafter "Global Healing Center" or "GHC"), with its principle address at 2040 North Loop West, Ste. 108, Houston, Texas 77018, USA (collectively "the "Parties").

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on our site. This Agreement may not be otherwise amended except in a writing signed by you and GHC. This Agreement is effective on September 16, 2005.

1. Applicable Rules. The terms of GHC's Policies and Procedures in effect from time to time, and GHC's Distributorship Rules in effect from time to time are hereby incorporated into this Agreement.

2. Eligibility. Affiliate status is available only to individuals and entities who can form legally binding contracts under applicable law. Without limiting the foregoing, affiliate status is not available to minors. If you are a minor, you may enter into affiliate status only in conjunction with your parents or guardians. By registering as an affiliate, you represent that you are an individual or entity who can form legally binding contracts under applicable law. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

3. Usage. Affiliate agrees: a) to use GHC's system in a manner that is ethical and in conformity with community standards; b) to respect the privacy of other affiliates (you shall not intentionally seek data or passwords belonging to other affiliates, nor will you modify files or represent yourself as another affiliate unless explicitly authorized to do so by that affiliate); c) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property; and d) to accept commercial emails from GHC. AFFILIATE'S STATUS WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD AFFILIATE USE GHC'S SYSTEM AS PART OF ANY BULK EMAIL CAMPAIGN. You may also be subject to fines and legal actions as a result of any bulk email promotion.

4. Commissions. GHC agrees to pay Affiliate certain commissions as described on our website, in effect from time to time. GHC may change its commission schedules and rate by means of posting the new information on its websites.

5. Insurance. During the term of this Agreement, Affiliate shall, at its own expense, maintain such levels and forms of product liability and general commercial liability insurance as GHC may reasonably request. Affiliate shall provide written evidence of such insurance coverage. Affiliate will cause each such policy to include GHC, or its designee, as an additional insured for the policy, with a waiver of subrogation by the insurer.

6. Trade Practices & FCPA Compliance. Affiliate covenants, represents, and warrants to GHC that it will not engage in any unfair or improper trade practice in the conduct of its business. Each party warrants and represents to the other party that neither it, nor any of its officers, directors, employees, agents, Related Parties, or other representatives, has performed or will perform any of the following acts in connection with this Agreement, any sale made or to be made hereunder, any compensation paid or to be paid hereunder, any payment or to be made hereunder, or any other transactions involving the business interests of any party: Pay, offer, or promise to pay, or authorize the payment of, money, or give or promise to give, or authorize the giving of, any services or anything else of value either directly or through a third-party to any official or an employee of any state, local, or national government, or any of the agencies or subdivisions thereof, or of any governmental instrumentalities, or through any political party or official thereof, or to any candidate through political office for the purpose of (a) influencing any active decisions of that person in his official capacity, including a decision to fail to perform its official functions which such government or instrumentalities, or (b) inducing such person to use its influence with such government or instrumentalities to affect or influence any act or decision thereof. Violation of this paragraph will result in immediate termination of this Agreement.

7. Advertising and Compliance. GHC will supply to Affiliate all acceptable forms of advertising and marketing materials. Affiliate may not alter such advertising and marketing materials, in any way, unless approved by GHC in writing. Each party agrees to comply with the governmental laws and regulations of the United States of America. Affiliate is exclusively responsible for compliance with the laws and regulations of the applicable governments of any territory or jurisdiction where Affiliate may offer GHC's products, regarding the product, its claims and labeling. However, GHC is obligated to cooperate in any reasonable compliance related requests by Affiliate.

8. No Partnership. Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, company, corporation or other business organization among the Parties, and neither Party shall have the authority to bind the other party in any way, unless otherwise specifically provided herein. No employee of either Party shall represent himself to be an employee of or have the power to bind the other Party.

9. Full Power and Authority. Each party executing this Agreement hereby covenants, represents, and warrants that he or it has full power and authority to execute this Agreement, that no other consents or approvals of any other third parties are required or necessary for the Agreement to be so binding and that this Agreement shall be fully enforceable in accordance with its terms.

10. Intellectual Property. The parties agree that GHC and/or its Related Parties retain full ownership of all patents, trademarks, trade dress, copyrights, trade secrets, know how, and other intellectual property related to GHC's products, or that is developed by either party in the process of marketing and/or selling GHC's products. Affiliate is granted a non-exclusive license to use said intellectual property only for the purposes of marketing and selling GHC's products, and subject to GHC's approval of Affiliate's use. Affiliate's license terminates upon termination of this Agreement. Affiliate, its officers, employees, agents and Related Parties, agree not use GHC's intellectual property in violation of these terms. The parties agree that any advertising, manufacture, formulation, sale and use of the GHC's products, or any colorable imitation thereof, in any location worldwide, shall be subject to and governed by U.S. intellectual property law and the Governing Law, as if the activity had taken place within Texas. Both parties agree that Global Healing Center and/or Related Parties are the sole owners of all applicable websites and all their contents, and that said websites and contents constitute valuable intellectual property. Affiliate promises not to make any copy or colorable imitation of any such Global Healing Center website for any purpose whatsoever. The parties agree that the restrictions in this paragraph are reasonable and necessary for the protection of GHC, that provisions of this paragraph will survive the termination, for any reason, of this Agreement, and that GHC will thus be entitled to obtain an injunction to stop any breach or threatened breach of this paragraph.

11. Non-Competition. During the term of this Agreement and two (2) years following the termination of this Agreement, for any reason, the following non-competition covenants shall be in force. Competition also means owning, promoting or working for any business that engages in any of the activities listed in this paragraph. Affiliate, its officers, employees, agents and Related Parties, also agree not to directly or indirectly hire or engage or attempt to hire or engage any individual who is or was an employee of GHC or a GHC Related Party. Parties agree that the restrictions in this paragraph are reasonable, reasonably constrained in time and geographic scope, and are necessary for the protection of GHC. Parties agree that any breach or threat of breach any of the terms of this paragraph will cause GHC irreparable harm and that GHC will thus be entitled to obtain an injunction to stop any breach or threatened breach of this paragraph.

12. Confidential Information. Affiliate acknowledges that GHC may disclose or give access to confidential information so that Affiliate may perform its duties pursuant to this Agreement. Affiliate agrees that the confidential information includes GHC's and its Related Parties' trade secrets, sales and profit figures, customer lists, relationships with contractors, Affiliates, distributors, customers or suppliers, and opportunities for new or developing business. The confidential information may be contained in written materials such as computer hardware and software, disks, documents, files, drawings and product specifications. It may also consist of unwritten knowledge, including ideas, research, processes, practices or know-how. During the term of this Agreement and afterward, Affiliate, its officers, employees, agents and Related Parties, agree that they will not use or disclose to any other person or entity any confidential information or materials (either written or unwritten) except when they required to do so to properly perform their duties pursuant to this Agreement or as required by law. During the term of this Agreement and afterward, Affiliate, its officers, employees, agents and Related Parties, agree that it will not, except in performing its duties pursuant to this Agreement, remove or copy any confidential information or materials or assist anyone in doing so, without the GHC's written permission. Upon termination of this Agreement, or at any time that GHC requests it, Affiliate will immediately return all confidential information and materials to GHC. Parties agree that any breach or threat of breach of any of the terms of this paragraph will cause GHC irreparable harm and that GHC will thus be entitled to obtain an injunction to stop any breach or threatened breach of this paragraph. The parties agree that the restrictions in this paragraph are reasonable and necessary for the protection of GHC and that provisions of this paragraph will survive the termination, for any reason, of this Agreement.

13. Warranties. GHC expressly warrants that its goods are free from defects of material. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, GHC DOES NOT WARRANT ITS GOODS IN ANY MANNER AT ALL. IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY, AND OF NON-INFRINGEMENT ARE DISCLAIMED. GHC'S GOODS ARE SOLD "AS IS" AND AFFILIATE UNDERSTANDS AND AGREES THAT NO RELIANCE HAS BEEN PLACED IN GHC'S SKILL AND JUDGMENT TO SELECT OR FURNISH GOODS FOR ANY PARTICULAR PURPOSE.

14. Indemnification. Affiliate shall indemnify and pay to GHC, as well as hold GHC harmless against any and all losses, claims, demands, liabilities, attorneys' fees or any other expenses whatsoever which GHC may at any time sustain, incur, or be put to by reason of or in connection with Affiliate's performance under this Agreement or breach of this Agreement. This obligation includes, but is not limited to, any claims for bodily injury, personal injury, property damage, advertising injury, defamation, libel, slander, infringement of copyright, trademark, patent or any other intellectual property, express, implied or statutory warranties, expenses and compensation, whether based on a constitution, common law, statute, code, or regulation, in contract or tort, the Texas Deceptive Trade Practices Act (Tex. Bus. & Comm. Code § 17.41, et seq.) or other consumer protection laws, or any other theory of recovery, for actual and/or punitive damages, and including, but not limited to, those arising out of GHC's and/or its Related Parties' sole, contributory, and/or comparative negligence.

15. Termination. GHC may immediately terminate this Agreement if Affiliate: a) violates paragraphs 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, and/or 16; b) promotes Global Healing Center Inc. in a manner that is unethical or inappropriate; c) engages in any unethical business practices; d) conducts itself in a manner which, in the reasonable judgment of GHC, is in violation of any federal, state, or other governmental statute, rule, or regulation; or e) through its acts, practices, or operations, exposes GHC to any existing or potential investigation or litigation. The parties agree that this Agreement may be terminated without cause by either party upon ten (10) days written notice to the other party.

16. No Assignment. No Party shall, without the written consent of the other Party, assign any right or obligation under this Letter; provided, however, that any such right or obligation may be assigned by a Party without such consent to any Related Party of such Party (an "Affiliated Assignee") so long as the assigning Party agrees (and any assignment to an Affiliated Assignee shall be deemed to constitute such agreement) to remain jointly and severally liable, with the Affiliated Assignee, for the performance of any and all of the assigning Party's obligations and responsibilities under this Letter. This Agreement shall inure to the benefit of and be binding upon the respective successors in interest (whether arising by contract or operation of law) of the Parties. A "Related Party" of a party means any entity that is, directly or indirectly, controlled by, controls or is under common control with such party, and "control" means (i) the ownership, directly or indirectly, by such party (together with its Related Parties) of fifty percent (50%) or more of the voting stock of another entity or (ii) the power, directly or indirectly, to elect a majority of the directors of such other entity or to control and direct the decisions of the management of such other entity.

17. Notices. All notices pursuant to this Agreement must be in writing. A notice may be delivered to a party at the address designated in this Agreement or to a new address that a party designates in writing. A notice may be delivered in person, via e-mail, by certified mail, or by courier service.

18. Governing Law. This agreement and any controversies related to it in any way shall be subject to and governed by the laws of the State of Texas, with the exception of its conflict of laws provisions. The English language version of this Agreement shall be controlling in all respects, regardless of whether a translation shall be made into another language. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will apply to all transactions related to this Agreement.

19. Arbitration. In the event of any disputes, controversies, or claims between the parties, arising out of or in any way relating to this Agreement or the relationship between the Parties (including issues of enforceability or arbitrability), the controversies shall be determined by single-arbitrator binding arbitration, in accordance with the Commercial Arbitration Rules and the Optional Rules for Emergency Measures of Protection of the American Arbitration Association. The place of arbitration shall be Houston, Texas, USA. The arbitration shall be conducted in the English language. The arbitrator will be a retired or current judge, or an attorney licensed to practice law at least ten (10) years. The arbitrator may issue any interim, preliminary, injunctive and/or equitable relief, including specifically an injunction against violations of Paragraphs 3, 5, 6, 7, 8, 10, 11, 12, 14, 16, or 19 of this Agreement. Parties may not bring suit regarding any disputes, controversies, or claims subject to this Section of this Agreement in any venue other than an arbitration pursuant to this paragraph of the Agreement, except in order to enforce this paragraph, or enforce an arbitral award made pursuant to this paragraph. In the event that a Party attempts to bring an action in violation of this paragraph, parties agree that the other Party will be entitled to the arbitrator or a judge entering an injunction to enjoin such unauthorized action. All parties shall initially share the cost of arbitration, but the prevailing party or parties may be awarded attorney fees, costs and other expenses of arbitration. The parties agree that the arbitral award shall be recognized by any applicable courts pursuant to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards and other applicable statutes, conventions and treaties.

20. Entire Agreement. This agreement, and the terms incorporated into it pursuant to paragraphs 1, 4 and 22, contain the entire agreement of the parties. This Agreement supersedes any and all oral negotiations and/or representations of the parties. This Agreement neither confers not creates any rights or responsibilities not specifically numerated herein. This Agreement may be modified only by written attachment agreed to and executed by both parties. Any waiver or forbearance by a party to any breach of the provisions of this Agreement shall not be construed as a waiver of any consequent breach. No waiver shall be valid unless it is in writing and signed by the waiving party.

21. Savings Clause. If any provision of this Agreement is held illegal, invalid or unenforceable, such illegality, invalidity, or unenforceability will not effect any other provision hereof. Such provision shall, in such circumstances, be deemed modified only to the extent necessary to render the problematic provision and all remaining provisions enforceable.

22. Interpretation & Definitions. The parties agree that definitions of the terms of this Agreement are those of current understanding and acceptance of such terms within GHC's marketing organization.

23. Liability. IN NO EVENT SHALL GHC, ITS SUBSIDIARIES, RELATED PARTIES, EMPLOYEES, CONTRACTORS OR MANUFACTURERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR MULTIPLIED DAMAGES ARISING OUT OF OR IN CONNECTION WITH GHC'S PRODUCTS, SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING LOSS OF PROFITS, LOSS OF USE OR OTHER ECONOMIC DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF GLOBAL HEALING CENTER'S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR BY STATUTE (INCLUDING, BUT NOT LIMITED TO, THE TEXAS DECEPTIVE TRADE PRACTICES ACT AND ALL OTHER CONSUMER PROTECTION STATUTES). GHC'S LIABILITY, AND THE LIABILITY OF GHC'S SUBSIDIARIES, RELATED PARTIES, EMPLOYEES, CONTRACTORS AND SUPPLIERS, TO AFFILIATE OR ANY THIRD PARTIES, IN ANY CIRCUMSTANCE, IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF COMMISSIONS PAID TO AFFILIATE, AND (B) $100. AFFILIATE ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS PART OF THE CONSIDERATION OF THIS AGREEMENT, AND WAS SPECIFICALLY INCLUDED BY GLOBAL HEALING CENTER IN THE CALCULATION AND ESTABLISHMENT OF THE COMMISSIONS PAID TO AFFILIATE, WHICH, BUT FOR THIS LIMITATION, WOULD HAVE BEEN MUCH LOWER. Notwithstanding the foregoing, under no circumstances shall a party be liable for any lost profits, or for any special, indirect, exemplary, or punitive damages, or any other loss incurred or suffered by another party as a result of entering into this Agreement, unless such loss occurs through a party's criminal action, an act in bad faith, or breach of paragraphs 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, or 19 of this Agreement.