GE Lighting appreciates your support and your interest in displaying a GE Lighting content module ("Content Module") on your websites ("Sites"). If you would like to place a Content Module on your Sites, you must complete the following Agreement and Registration Form:

AGREEMENT

1. GEL hereby grants you ("Associate"), and Associate hereby accepts, a non-exclusive, non-transferable license to display the Content Module on the Sites. GEL shall provide Associate the Content Module in electronic form, upon which GEL and Associate shall consult and reasonably agree on the actual posting and presentation of the Content Module on the Sites and any modifications that may be necessary to reflect such consultations and agreement. Associate shall thereafter post or otherwise display the Content Module in a reasonably prominent place on the Sites and when applicable or appropriate maintain an active link from the Content Module to a page on the Sites that will offer GEL products for sale. GEL shall have the right, but not the obligation, to update, augment or issue new releases of the Content Module from time to time, and in such event shall deliver the same to Associate.

2. Associate shall (a) not remove from the Content Module, alter or modify in any way the trademark of the General Electric Company and any other GEL trademark or service mark contained within the Content Module, (b) not alter the content of the Content Module without the prior written consent of GEL, (c) not use the Content Module to directly or indirectly promote or offer for sale products not sold to Associate by GEL, whether or not such products compete with those GEL products sold to Associate, and (d) provide GEL on a monthly basis with information related to the Content Module, including without limitation total visits, page views, sales of GEL products resulting from use of the Content Module, and aggregated demographics of visitors.

3. Associate hereby represents and warrants to GEL that (a) Associate will operate the Sites in full compliance with applicable federal, state and local laws, rules and regulations, (b) the content included on the Sites as well as the operation of the Sites will not violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous, obscene, pornographic or violent, and (c) Associate has received a copy of and will, to the extent necessary in its performance of this Agreement, comply with the requirements of GEL contained in Using the GE Trademarks & Trade Names as WebSites Links [insert link/address], as the same may be amended from time to time.

4. Nothing in this Agreement shall grant to Associate any rights in any trademark of the General Electric Company or any other intellectual property of GEL or any of its affiliates.

5. GEL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE CONTENT MODULE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GEL BE LIABLE FOR ANY DAMANGES OF ANY KIND UNDER ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR USE HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. Both parties acknowledge and agree that the lack of a requirement of any monetary payment under this Agreement is based in part upon these limitations.

6. Associate shall indemnify and hold harmless GEL, its affiliates and their respective officers, directors, members, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or in connection with (a) any misrepresentation or breach of the representations and warranties set forth in this Agreement; or (b) any non-compliance with any covenants, agreements or undertakings contained in or made pursuant to this Agreement.

7. This Agreement shall become effective as of the date first above written and shall remain in effect until terminated by either party upon thirty (30) days' written notice. Upon termination of this Agreement, Associate shall immediately remove the Content Module from the Sites and cease to use the Content Module or any portion thereof on the Sites or any similar Sites or in connection with any other aspect of Associate's business.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws provisions. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in the State of Ohio, and any action or suit under this Agreement shall only be brought by the parties in any federal or state court with appropriate jurisdiction over the subject matter established or settled in the State of Ohio. The parties shall not raise in connection herewith, and hereby waive, trial by jury and/or other defenses based upon the venue, the inconvenience of forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any action or suit brought pursuant to this Agreement. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.

9. Any notice or other communication to be given in connection with this Agreement shall be deemed to have been effectively given and made if in writing and if served (a) by personal delivery (including, without limitation, by air courier service) to the party for which it is intended, (b) by facsimile to the facsimile number indicated below if a confirming copy is also sent by mail or air courier or (c) by being deposited in the mail, postage prepaid, certified or registered mail, return receipt requested, addressed as follows:

if to GEL:

GE Lighting
Attention: _______________
1975 Noble Road, Nela Park,
Cleveland, OH 44112
Fax: (216) 266 - ____

if to Associate:

to the name and address indicated in the Registration Form; or addressed to such other address as one party may specify to the other by notice in writing given as provided in this Section.

10. This Agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements and understandings made and entered into by the parties prior to the date hereof. Neither party may assign this Agreement without the prior written consent of the other. Subject to the foregoing limitation, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement shall not be construed or deemed to create any partnership, joint venture, agency, franchise, or other form of agreement or relationship other than as expressly set forth herein.