Internet World Wide Web Site Design, Hosting and Commercial Services Agreement

THIS AGREEMENT, dated March 3, 3333, is between SERVICE PROVIDER ("SERV. PROVIDER SHORT NAME"), and CLIENT ("Client").

A. WHEREAS, SERV. PROVIDER SHORT NAME designs web sites for use on the Internet's World Wide Web, provides web site hosting services and provides on-line interactive ordering and payment services;

B. WHEREAS, Client desires SERV. PROVIDER SHORT NAME to design a web site for Client, to provide web site hosting services to Client and to provide on-line ordering and payment information forwarding services;

C. WHEREAS, SERV. PROVIDER SHORT NAME desires to retain all rights, title and interest in and to all software, documentation, derivative works and other intellectual property developed, designed, created or contributed by SERV. PROVIDER SHORT NAME pursuant to this Agreement, excluding Client's domain name, and excluding the graphics and data supplied by Client; and

D. WHEREAS, Client shall pay SERV. PROVIDER SHORT NAME an hourly fee for helping to conceptualize Client's web site, a fixed fee for developing Client's web site, a monthly fee for hosting Client's web site and a royalty for SERV. PROVIDER SHORT NAME's forwarding of Client's customer order and payment information;

NOW THEREFORE, the parties agree as follows:

AGREEMENT

1. DEFINITIONS:

(a) "Alpha Version" means the first test system of Client's Web Site, which is tested on a computer that is not connected to the Internet.

(b) "Agreement" means this written agreement between SERV. PROVIDER SHORT NAME and Client.

(c) "Beta Version" means the second test system of Client's Web Site, which is tested through the Internet by Client.

(d) "Bug" means an error in a Web Site that causes repeated and repeatable malfunctions.

(e) "CGI" or "Common Gateway Interface" means the standard method of writing computer code to enable an interactive computer program on one Internet server to communicate with users located at remote Internet servers.

(f) "Commercial Service Provider" or "SERV. PROVIDER SHORT NAME" means a Web Host, as defined below, that also processes orders and payments by Internet users on behalf of third-party Web Site owners.

(g) "Cookie" means a file stored on the user's computer into which data which is transparently transmitted by a Web Site regarding a variety of information.

(h) "Derivative Work" means any modifications made to any computer source code, object code, CGI code or HTML code.

(i) "Domain Name" or "Name" is the alpha-numeric name associated with Client's web site, web pages or electronic mail.

(j) "Electronic Mail" or "E-Mail" means any communication transmitted via the Internet which is stored in the recipient's e-mail box.

(k) "Hour" means one hour spent by one developer.

(l) "HTML Code" means hypertext mark-up language, which is the language commonly used for developing the appearance of Web Sites.

(m) "Intellectual Property Rights" means:

(i) Rights in any patent, copyright, trademark, trade dress, and trade name;

(ii) Related registrations and applications for registration; and

(iii) Trade secrets, moral rights and goodwill.

(n) "Internet" means the global computer network comprising interconnected networks using standard Protocols.

(o) "Internet Service Provider" or "ISP" means an entity that enables the uploading and downloading of data between remote computers and the Internet.

(p) "Kilobytes per second" or "Kbps" means 1,000 bytes of data transmitted in one second.

(q) "Project Manager" means one of Client's employees who shall be deemed as Client's liaison with SERV. PROVIDER SHORT NAME, and who shall have the power to act as Client's project manager in order to make ongoing decisions under this Agreement which are binding upon Client.

(r) "Protocols" means a set of rules that regulate the way data is transmitted between computers.

(s) "Robot" or "Spider" means an automated device used by a searching service to gather pieces of information about Web Sites.

(t) "Web Page" means each individual screen display contained in Client's Web Site.

(u) "Web Site" means all Web Pages and domain names associated with Client and its products or services, and which are stored on SERV. PROVIDER SHORT NAME's Internet server computer.

(v) "Web Site Hosting Service Provider" or "Web Host" means an entity that stores third-party Web Sites on its Internet server computer, receives or stores commands or data transmitted by Internet users, transmits Web Page data to users' Internet addresses, and performs related maintenance.

(w) "World Wide Web," or "WWW," is a subset of the Internet, and is a common system for browsing Internet Web Sites.

2. WEB SITE DEVELOPMENT:

(a) Design:

(i) Preliminary Specification Sheet. The parties recognize that Client has previously provided to SERV. PROVIDER SHORT NAME a specification sheet which graphically and textually illustrates all Web Pages that Client wishes to incorporate into its Web Site -- including images and graphics --, the functionality Client desires between multiple Web Pages, and the functionality Client desires between each Web Page and users. A true and correct copy of the specification sheet is attached hereto as "Attachment A."

(ii) Modified Specification Sheets. SERV. PROVIDER SHORT NAME shall prepare a First Modified Specification Sheet by reviewing Client's Preliminary Specification Sheet, consulting with Client in order to make suggested changes and improvements, and drafting a First Modified Specification Sheet. Client shall inspect SERV. PROVIDER SHORT NAME's First Modified Specification Sheet, and shall approve it, reject it or make additional changes. The parties expressly recognize that time is of the essence, and expressly agree that each successive Modified Specification Sheet shall be drafted by each party and delivered to the other party within no more than five (5) business days. Client and/or SERV. PROVIDER SHORT NAME may make additional subsequent changes, and each resulting Modified Specification Sheet shall be sequentially numbered, and shall not become a Final Specification Sheet in the absence of the parties' mutual written assent. SERV. PROVIDER SHORT NAME shall assist Client with the preparation of Modified Specification Sheets, and Client shall compensate SERV. PROVIDER SHORT NAME at the rate of three thousand three hundred thirty-three dollars ($3,333.00) per Hour for SERV. PROVIDER SHORT NAME's preparation of Modified Specification Sheets.

(iii) Final Specification Sheet. When the parties have inscribed any Modified Specification Sheet with the term "Final Specification Sheet," and the parties have signed it, then SERV. PROVIDER SHORT NAME shall undertake to develop the desired Web Site according to the specifications contained therein. Client hereby expressly represents that by signing the Final Specification Sheet, the specifications contained therein shall be deemed complete and accurate.

(b) Coding:

(i) Method. SERV. PROVIDER SHORT NAME shall create the code underlying Client's Web Site in accordance with the Final Specification Sheet, Protocols and CGI.

(ii) Project Management. The parties recognize that Client's participation in all phases of the development of the Web Site is essential. As such, Project Manager shall, in best faith, work with SERV. PROVIDER SHORT NAME to complete the project on schedule.

(iii) Pre-Final Version Modifications

(A) Modification Method. During the coding and testing process, SERV. PROVIDER SHORT NAME or Client may propose modifications to Client's Web Site in writing. Any proposed modification shall be signed by both parties prior to the performance of any work by SERV. PROVIDER SHORT NAME on such proposed modification.

(B) Additional Development Time. Written modifications shall expressly include an additional amount of time for the development of Client's Web Site, and the delivery schedule shall be delayed by the same amount of time. When such modifications are necessary for SERV. PROVIDER SHORT NAME to continue working on the development project, and when no other coding can be done during the interim, the delivery schedule shall also be delayed by the amount of time between when such modifications are first proposed until the time when they are signed by both parties.

(C) No Liability Against SERV. PROVIDER SHORT NAME for Delay. The types of delay enumerated in Clause 7(b) below, shall not result in the imposition of any set-off, liquidated damages, penalty or other liability against SERV. PROVIDER SHORT NAME during that additional period of additional development time.

(c) Schedule:

(i) Alpha Version.

(A) Delivery. SERV. PROVIDER SHORT NAME shall provide an Alpha Version of Client's Web Site for Client's testing at SERV. PROVIDER SHORT NAME's facilities within three hundred thirty-three (333) days after delivery of the Final Specification Sheet by Client to SERV. PROVIDER SHORT NAME.

(B) Testing. Client shall perform complete testing of all aspects of the Alpha Version within three hundred thirty-three (333) days after SERV. PROVIDER SHORT NAME's provision of the Alpha Version.

(C) Acceptance. Client shall indicate its acceptance of the Alpha Version in writing, or Client shall make suggested, written modifications which shall be incorporated by SERV. PROVIDER SHORT NAME into Client's Web Site according to the terms of 2.b.iii., above. CLIENT EXPRESSLY WAIVES ANY RIGHT TO REVOKE ACCEPTANCE.

(ii) Beta Version

(A) Delivery. SERV. PROVIDER SHORT NAME shall host on its Internet server the Beta Version of Client's Web Site for Client's testing over the Internet within three hundred thirty-three (333) days after Client's acceptance of the Alpha Version.

(B) Testing. Client shall perform complete testing of all aspects of the Beta Version within three hundred thirty-three (333) days after SERV. PROVIDER SHORT NAME's provision of the Beta Version.

(C) Final Acceptance. Client shall indicate its acceptance of the Beta Version in writing, or Client shall make suggested, written modifications which shall be incorporated by SERV. PROVIDER SHORT NAME into Client's Web Site according to the terms of Clause 2(b)(iii) above. CLIENT EXPRESSLY WAIVES ANY RIGHT TO REVOKE ACCEPTANCE.

(iii) Final Version. SERV. PROVIDER SHORT NAME shall deliver Client's completed Web Site within three hundred thirty-three (333) days after Client's Final Acceptance.

(d) Deliverables: SERV. PROVIDER SHORT NAME's delivery of Client's Final Version shall consist of SERV. PROVIDER SHORT NAME's posting of Client's Web to SERV. PROVIDER SHORT NAME's Internet server.

(e) Fees and Payment: Client agrees to pay to SERV. PROVIDER SHORT NAME the amount of three thousand three hundred thirty-three dollars ($3,333.00) for any and all work performed by SERV. PROVIDER SHORT NAME between the time of Client's delivery of the Final Specification Sheet to SERV. PROVIDER SHORT NAME and until the time of Final Acceptance by Client (the "Design Fee"). One-half of this amount shall be delivered by Client to SERV. PROVIDER SHORT NAME contemporaneously with Client's endorsement of this Agreement, and one-half shall be delivered by Client to SERV. PROVIDER SHORT NAME contemporaneously with Final Acceptance. The Design Fee is not consideration for any other services provided by SERV. PROVIDER SHORT NAME to Client, and additional fees shall be paid by Client to SERV. PROVIDER SHORT NAME for other services.

(f) Modifications Subsequent to Final Acceptance:

(i) Method. After Final Acceptance, Client may desire to modify the Web Site in order to fix Bugs, to conform to the Final Specification Sheet, or to enhance its appeal. Client shall submit its desired modifications in writing to SERV. PROVIDER SHORT NAME, and the parties shall sign the written modification prior to the performance of any modification work by SERV. PROVIDER SHORT NAME.

(ii) Time. For a period of three hundred thirty-three (333) months following Final Acceptance, SERV. PROVIDER SHORT NAME shall make necessary and reasonable modifications to Client's Web Site.

(iii) Additional Fees

2.f.iii.A. Fixing Bugs. Where Client's desired post-Final Acceptance modifications are to fix Bugs, SERV. PROVIDER SHORT NAME shall provide up to three hundred thirty-three (333) Hours of development time at no additional charge. Additional development work shall be performed by SERV. PROVIDER SHORT NAME, and Client shall pay SERV. PROVIDER SHORT NAME three thousand three hundred thirty-three dollars ($3,333.00) per Hour of additional development time.

(B) Conformance with Final Specification Sheet. Where Client's desired post-Final Acceptance modifications are to cause the Web Site to conform to the Final Specification Sheet, SERV. PROVIDER SHORT NAME shall provide up to [cthree hundred thirty-three (333) Hours of development time at no additional charge. Additional time shall be paid by Client at the rate of three hundred thirty-three dollars ($333.00) per Hour for development time.

(C) Deviations from Final Specification Sheet. Where Client's desired post-Final Acceptance modifications are to cause its Web Site to deviate from the Final Specification Sheet ("Improvements"), SERV. PROVIDER SHORT NAME shall be paid by Client at the rate of two thousand two hundred twenty-two dollars ($2,222.00) per Hour for development time. The parties agree that Client is not obligated to engage the services of SERV. PROVIDER SHORT NAME for Improvements, and that SERV. PROVIDER SHORT NAME is not obligated to perform work on Improvements.

(iv) SERV. PROVIDER SHORT NAME Not Liable for Caching. Client expressly recognizes that some ISPs may continue to cache unmodified versions of Client's Web Site after modifications or Improvements are made, and Client expressly agrees to indemnify and hold SERV. PROVIDER SHORT NAME harmless for any damages caused by such caching.

(g) Copyright and Intellectual Property Ownership:

2.(g) Ownership of software is the source of much litigation, however relatively little litigation has erupted, thus far, involving ownership of Web Sites. Nonetheless, careful attention must be paid to the language underlying distribution of ownership rights, because Web Sites are becoming increasingly complex and code-intensive, and increasingly lucrative.

(i) SERV. PROVIDER SHORT NAME's Retained Rights

(A) Works Created by SERV. PROVIDER SHORT NAME

The parties expressly recognize that the Web Site is not a "work made for hire," that SERV. PROVIDER SHORT NAME is an independent contractor, and that SERV. PROVIDER SHORT NAME is not an employee, partner, joint author or joint venturer of Client. SERV. PROVIDER SHORT NAME shall be deemed the sole author and owner of CGI, HTML Code, graphics and data, and their attendant Intellectual Property Rights, that are created or acquired by SERV. PROVIDER SHORT NAME and incorporated into the Web Site, or incorporated into any work embodying or derived from any portion of the Web Site. Client shall be deemed the author or owner of Client's Domain Name, and any graphics or data provided by Client and incorporated into the Web Site, or incorporated into any work embodying or derived from any portion of the Web Site.

(B) Publicity and Demonstration Rights of Client's Works. If Client retains any rights in the Web Site, Client hereby expressly grants, assigns and otherwise transfers non-exclusively and in perpetuity to SERV. PROVIDER SHORT NAME, its successors and its assigns, the right to publicly perform or to publicly display the Web Site only for the purposes of SERV. PROVIDER SHORT NAME marketing and advertising.

(ii) Client's Retained Rights

(A) Works Created by Client. Client shall be deemed the author and owner of: Client's Domain Name and its attendant Intellectual Property Rights; Client's uniform resource locator, if any, and its attendant Intellectual Property Rights; and any graphics or data provided by Client that are incorporated into the Web Site or any work embodying or derived from any portion of the Web Site.

(B) Reproduction, Derivation, Performance and Display Rights of SERV. PROVIDER SHORT NAME's Works. SERV. PROVIDER SHORT NAME expressly grants, assigns and otherwise transfers non-exclusively and in perpetuity to Client, its successors and its assigns, the right to reproduce, make derivative works, publicly perform or publicly display the Web Site. SERV. PROVIDER SHORT NAME does not, however, assign to Client the right to sublicense the Web Site, nor any portion thereof.

(h) No Solicitation of SERV. PROVIDER SHORT NAME's Employees: Client agrees that it shall not solicit the employment of, nor hire, any of SERV. PROVIDER SHORT NAME's employees during the term of this Agreement, and for a period of twelve (12) months thereafter.

3. WEB HOSTING SERVICES:

(a) Fees and Maximum Data Transmission: Client shall pay SERV. PROVIDER SHORT NAME a monthly Web Hosting fee that is commensurate with the amount of data transmitted from Client's Web Site onto the Internet:

Monthly Fee Maximum Monthly Data Transmission (Gigabytes)

$222.00 Two (2)

$222.00 Three (3)

$2,222.00 Four (4)

$222.00 For each additional gigabyte of monthly transmissions above four (4)

SERV. PROVIDER SHORT NAME reserves the right to change the rates as set forth above upon sixty (60) days' notice. Client shall pay the appropriate monthly fee -- as determined by the above table -- in advance, and Client shall be liable to pay the full month's fee, even if service is terminated before the end of the month for any reason. If Client fails to pay all outstanding bills more than seven (7) days after the due date, Client is liable for a ten dollar ($10.00) administrative surcharge, and Client may have its account suspended. If payment is returned or rejected, Client's account will be suspended and Client agrees to pay a twenty-five dollar ($25.00) charge. Suspension of its account does not relieve Client from its obligation to pay any and all accrued fees, charges and costs due to the Company. Suspended service may be resumed by SERV. PROVIDER SHORT NAME, at SERV. PROVIDER SHORT NAME's sole discretion, after SERV. PROVIDER SHORT NAME has received full payment of all amounts due, along with a reconnect charge of twenty-five dollars ($25.00). Past due amounts are subject to an interest rate charge of one and one-half percent (1.5%) per month from the date of invoice, or the maximum rate permitted by law. Client agrees to pay all costs of collection, including attorney fees and collection agency fees.

(b) Maximum Hard Disk Space: Client shall be allotted a total of fifty (50) megabytes of storage space on SERV. PROVIDER SHORT NAME's hard drive, which may be used to store Client's Web Pages, ordering information and databases, and user communications. Client shall pay twenty-five dollars ($25.00) to SERV. PROVIDER SHORT NAME per month for each additional increment of twenty (20) megabytes stored.

(c) Domain Name:

(i) Registration. Should Client request the assistance of SERV. PROVIDER SHORT NAME to obtain a Domain Name, Client shall pay two hundred fifty dollars ($250.00) to SERV. PROVIDER SHORT NAME, and SERV. PROVIDER SHORT NAME shall subsequently perform an availability search for, reserve and register Client's desired Domain Name with InterNIC. SERV. PROVIDER SHORT NAME does not guarantee that Client shall be assigned its desired name, and SERV. PROVIDER SHORT NAME is not responsible for any Domain Name that has been issued to any other entity.

(ii) Client's Warranty of Ownership and Non-Infringement. Client expressly confirms and warrants that Client is the owner of, or is duly authorized by the owner to use, any trademark or name requested or allocated as its Domain Name. Client further warrants that neither Client's nor SERV. PROVIDER SHORT NAME's use or registration of Client's Domain Name constitutes infringement of any other entity's Intellectual Property Rights.

(iii) Client Indemnification of SERV. PROVIDER SHORT NAME. SERV. PROVIDER SHORT NAME shall not undertake to resolve any disputes or litigation on Client's behalf involving Domain Name registration, and Client agrees that it shall indemnify, hold SERV. PROVIDER SHORT NAME harmless and defend SERV. PROVIDER SHORT NAME against any disputes involving Domain Name use or registration.

(iv) Jurisdictional Disputes. The parties expressly recognize that, where SERV. PROVIDER SHORT NAME is acting solely as Client's Web Host, SERV. PROVIDER SHORT NAME is not engaged in, and is not actively soliciting, interstate or international commerce. Where SERV. PROVIDER SHORT NAME is a named party to any type of dispute or litigation involving any acts by Client that affect out-of-state persons or entities, Client agrees that it shall indemnify, hold SERV. PROVIDER SHORT NAME harmless, defend SERV. PROVIDER SHORT NAME and challenge the jurisdiction of out-of-state authorities over SERV. PROVIDER SHORT NAME.

(d) Hit Statistics:

(i) Monthly Reports. SERV. PROVIDER SHORT NAME shall issue a monthly report to Client indicating the total number of hits to Client's Web Site according to the following format: hits on all Web Pages; visits to Client's primary Web Page; users of each Web Page, provided that Client's Web Site is coded to record user addresses; and identified users of Client's Web Site, provided that Client's Web Site is coded to receive and record manual or Cookie data from users.

(ii) Server Logs. Client shall also have the right to review the raw data contained in SERV. PROVIDER SHORT NAME's server logs for any immediately preceding six (6) month period, provided that Client pays SERV. PROVIDER SHORT NAME two thousand two hundred twenty-two dollars ($2,222.00) per Hour for SERV. PROVIDER SHORT NAME's time required to provide such information to Client.

(iii) No Liability for Cached Hits. Client expressly recognizes that the actual number of hits to Client's Web Site is lower than the numbers reported by SERV. PROVIDER SHORT NAME, due to caching of Client's Web Site on the Internet. As such, Client hereby indemnifies and holds SERV. PROVIDER SHORT NAME harmless for any damages caused by such caching.

(e) No Sub-Web Pages: Client expressly agrees that it shall not permit any person or entity which is not affiliated with Client to maintain any Web Page within Client's Web Site.

(f) SERV. PROVIDER SHORT NAME's Duties:

(i) Web Site Storage and Internet Link. SERV. PROVIDER SHORT NAME shall store Client's Web Site on SERV. PROVIDER SHORT NAME's Internet server. The parties expressly recognize that Internet servers and links are susceptible to crashes and down time. SERV. PROVIDER SHORT NAME warrants that it shall maintain a consistent link with the Internet, but SERV. PROVIDER SHORT NAME cannot and does not warrant that it shall maintain a continuous and uninterrupted link.

(ii) Bandwidth. SERV. PROVIDER SHORT NAME agrees that it shall maintain a dedicated T3 connection to the Internet, however, SERV. PROVIDER SHORT NAME does not warrant any response rate or download time.

(iii) Modems. SERV. PROVIDER SHORT NAME warrants that it shall maintain a user-to-modem ratio of no more than 222/333, and that each modem shall operate at a maximum speed of no less than 3333 kilobytes per second.

(iv) Processor Capacity. SERV. PROVIDER SHORT NAME agrees that its servers shall, on the average, operate at less than fifty percent (50%) processor capacity between 8 a.m. and 8 p.m. eastern time every day.

(v) Backup. In case of server crashes, power outages, maintenance, service or improvement, SERV. PROVIDER SHORT NAME shall host one mirrored image of Client's Web Site on a backup SERV. PROVIDER SHORT NAME server, supplied with a backup power supply.

(vi) Maintenance. SERV. PROVIDER SHORT NAME may, at its own discretion, temporarily suspend all service for the purpose of repair, maintenance or improvement of any of SERV. PROVIDER SHORT NAME's systems. However, SERV. PROVIDER SHORT NAME shall provide prior notice where it is reasonably practicable under the circumstances, and SERV. PROVIDER SHORT NAME shall restore service as soon as is reasonably practicable. Client shall not be entitled to any setoff, discount, refund or other credit, in case of any service outage which is beyond SERV. PROVIDER SHORT NAME's control or which is reasonable in duration.

(vii) Security. The parties expressly recognize that it is impossible to maintain flawless security, but SERV. PROVIDER SHORT NAME shall take reasonable steps to prevent security breaches in SERV. PROVIDER SHORT NAME's server interaction with Client and security breaches in SERV. PROVIDER SHORT NAME's server interaction with resources or users outside of any firewall that may be built into SERV. PROVIDER SHORT NAME's server. However, Client is solely responsible for preventing password protected pages within its Web Site from being automatically indexed and linked to search engine Robots or Spiders. Client is solely responsible for any damage caused by such unauthorized access, and Client indemnifies and holds SERV. PROVIDER SHORT NAME harmless for any compromise of Client's security.

(viii) Privacy. Message and data encryption is enabled on SERV. PROVIDER SHORT NAME's server, however Client is solely responsible for encoding its Web Site to conform with generally accepted encryption standards, and Client indemnifies and holds SERV. PROVIDER SHORT NAME harmless for any compromise of Client's encryption method.

(g) Caching Permitted by SERV. PROVIDER SHORT NAME: Client expressly grants to SERV. PROVIDER SHORT NAME a license to cache the entirety of Client's Web Site in RAM, Client expressly agrees that such caching is also deemed "fair use" under the United States Copyright Act, and Client expressly agrees that such caching is not an infringement of any of Client's Intellectual Property Rights.

(h) Export Control: Client agrees that its Web Site shall comply with all export, re-export or import laws and regulations of any jurisdiction from which Client's Web Site is transmitted or accessed. Client agrees that it shall obtain written authority from all appropriate governmental bodies, if Client intends at any time to re-export any items originating from that jurisdiction to any proscribed destination. Client shall indemnify SERV. PROVIDER SHORT NAME, hold SERV. PROVIDER SHORT NAME harmless and provide a defense to SERV. PROVIDER SHORT NAME for any such compromise of Client's security.

4. ORDER AND PAYMENT INFORMATION FORWARDING:

(a) Order Collection and Storage: Client confirms that its Web Site contains an order entry form, a true and correct copy of which is attached hereto as "Attachment B." Orders shall be collected in accordance with the rules embodied by Client's order entry form, CGI, HTML Code or other code. The sequence of fields within each record shall follow the sequence of fields in Client's order entry form, stored as ASCII text, and delimited by a comma character (",") character. Orders shall be stored on a daily basis in a database that shall be identified by the relevant date. Client's databases shall be kept for one (1) month by SERV. PROVIDER SHORT NAME, and Client is solely responsible for long-term storage of its own databases.

(b) Order Retrieval and Transmission: Client's daily order database shall be stored on a remote server which is inaccessible by Internet users, and which is accessible only by local dial-up using the following password: PASSWORD. Client is solely responsible for the security and proper use of the password, and must take all necessary steps to ensure that the password is kept confidential, secure, used properly and not disclosed to unauthorized people. Client shall immediately notify SERV. PROVIDER SHORT NAME, if there is any reason to believe that the password has become known to someone not authorized to use it. Client may at any time retrieve its order databases; however, at 8 p.m. eastern time, SERV. PROVIDER SHORT NAME shall, on a daily basis, electronically transmit copies of Client's daily order database to Client's shipping and accounts receivable departments.

(c) Client Shall Process Orders and Payments: Client shall be solely responsible for shipping user orders and collecting user payments.

(d) Royalty: Client agrees that it shall pay to SERV. PROVIDER SHORT NAME, on a monthly basis, a royalty of 33% of Client's monthly gross sales of all goods sold or services contracted by Client through SERV. PROVIDER SHORT NAME's Internet facilities. Gross sales shall be calculated by tallying Client's daily order databases, and shall not be reduced by any debts which are uncollected or uncollectable by Client. Client hereby expressly grants SERV. PROVIDER SHORT NAME the right to inspect Client's daily order databases, and to perform an accounting of Client's records upon three hundred thirty-three (333) days' written notice. Client shall, in good faith, assist and cooperate with SERV. PROVIDER SHORT NAME to perform such an accounting.

(e) Client Warranties and Indemnification: Client confirms and warrants that Client is the sole provider of Client's goods or services, that SERV. PROVIDER SHORT NAME is merely Client's Internet communication medium, and that SERV. PROVIDER SHORT NAME is not Client's selling agent, distributor, marketer or other affiliate. Client confirms and warrants that Client shall not offer or sell any goods or services that are illegal in light of the purchaser's age, jurisdiction or other circumstance, that infringe any rights of others, or that are defective. Client hereby indemnifies SERV. PROVIDER SHORT NAME, holds it harmless, and agrees to defend SERV. PROVIDER SHORT NAME against any liability which may arise from Client's provision of any goods or services through SERV. PROVIDER SHORT NAME's Internet facilities.

5. INTERNET SERVICE PROVIDER AGREEMENT:

(a) Internet Account and Access: SERV. PROVIDER SHORT NAME shall provide to Client a user name, e-mail address and link through SERV. PROVIDER SHORT NAME's dial-up Internet server. Client shall be permitted unlimited Internet usage, and shall be limited to three hundred thirty-three (333) megabytes of hard disk space for e-mail storage on SERV. PROVIDER SHORT NAME's server. SERV. PROVIDER SHORT NAME shall also provide to Client the following unique password: PASSWORD. Client is solely responsible for the security and proper use of the password, and must take all necessary steps to ensure that the password is kept confidential, secure, used properly and not disclosed to unauthorized people. Client shall immediately notify SERV. PROVIDER SHORT NAME, if there is any reason to believe that the password has become known to someone not authorized to use it.

(b) Fees: Client shall pay to SERV. PROVIDER SHORT NAME twenty dollars ($20.00) per month in advance for Client's Internet account and access. SERV. PROVIDER SHORT NAME reserves the right to change the monthly rate upon sixty (60) days' notice. Client shall be liable to pay the full month's fee, even if service is terminated before the end of the month for any reason. If Client fails to pay all outstanding bills more than seven (7) days after the due date, Client is liable for a ten dollar ($10.00) administrative surcharge, and Client may have its account suspended. If payment is returned or rejected, Client's account will be suspended and Client agrees to pay a twenty-five dollar ($25.00) charge. Suspension of its account does not relieve Client from its obligation to pay any and all accrued fees, charges and costs due to the Company. Suspended service may be resumed by SERV. PROVIDER SHORT NAME, at SERV. PROVIDER SHORT NAME's sole discretion, after SERV. PROVIDER SHORT NAME has received full payment of all amounts due, along with a reconnect charge of twenty-five dollars ($25.00). Past due amounts are subject to an interest rate charge of one and one-half percent (1.5%) per month from the date of invoice, or the maximum rate permitted by law. Client agrees to pay all costs of collection, including attorney fees and collection agency fees.

(c) Client Agrees to Abide by SERV. PROVIDER SHORT NAME Operating Policies: Client agrees that it shall abide by SERV. PROVIDER SHORT NAME operating policies, which my be amended from time to time at SERV. PROVIDER SHORT NAME's sole discretion, and Client agrees to indemnify, hold harmless and provide a defense for SERV. PROVIDER SHORT NAME against any claims arising from Client's failure to follow these guidelines:

(i) Client agrees not to post or transmit any message anonymously or under a false name.

(ii) Client agrees not to post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person.

(iii) Client agrees not to post or transmit any message, data, image or program which is illegal, indecent, obscene or pornographic.

(iv) Client agrees not to post or transmit any message, data, image or program that would violate the Intellectual Property Rights of others.

(v) Client agrees not to interfere with use of the Internet by any other SERV. PROVIDER SHORT NAME Clients or other users.

(vi) Client agrees not to post or transmit any file which contains viruses, worms, "Trojan horses" or any other destructive features, regardless whether damage is intended or unintended by Client.

(vii) Client agrees not to post or transmit any message which is harmful, threatening, abusive or hateful.

(viii) Client agrees not to post or list articles which are off-topic, according to the description of the newsgroup.

(ix) Client agrees not to list or send unsolicited mass e-mailings to more than twenty-five (25) e-mail users, if such unsolicited e-mailings provoke complaints from the recipients.

(x) Client agrees that it shall be solely responsible for providing its own connection to SERV. PROVIDER SHORT NAME via a telecommunications service, and that it shall be solely responsible for providing a suitable computer, modem and other hardware or communications equipment necessary to access SERV. PROVIDER SHORT NAME. Client also agrees that, if it accesses SERV. PROVIDER SHORT NAME through a LAN or WAN, it shall be solely responsible for providing, maintaining and supporting a network and IP router that interface satisfactorily with SERV. PROVIDER SHORT NAME.

(xi) Client agrees that its account shall be used solely by Client. Regardless whether Client has actual control over the acts of third parties, Client agrees that it has the last clear chance to avoid usage by third parties, and Client indemnifies and holds SERV. PROVIDER SHORT NAME harmless for their usage.

(d) SERV. PROVIDER SHORT NAME's Monitoring and Termination Rights: The parties expressly recognize that SERV. PROVIDER SHORT NAME cannot and does not screen content provided by any Internet users of the Service, however, the parties agree that SERV. PROVIDER SHORT NAME has the right, but not the obligation, to remove from its server or block access over the Internet to any communications and materials that SERV. PROVIDER SHORT NAME believes, in its sole discretion, violate any of the policies enunciated in Clause 5(c) above, or any laws of any jurisdiction served by SERV. PROVIDER SHORT NAME. The parties also agree that SERV. PROVIDER SHORT NAME may, in its sole discretion, terminate Client's account for any violation of the policies enunciated in Clause 5(c) above.

(e) SERV. PROVIDER SHORT NAME's Duties:

(i) Internet Link. SERV. PROVIDER SHORT NAME warrants that it shall maintain a consistent link with the Internet, but SERV. PROVIDER SHORT NAME cannot and does not warrant that it shall maintain a continuous and uninterrupted link.

(ii) Bandwidth. SERV. PROVIDER SHORT NAME agrees that it shall maintain a dedicated T3 connection to the Internet.

(iii) Processor Capacity. SERV. PROVIDER SHORT NAME agrees that its servers shall, on the average, operate at less than fifty percent (50%) processor capacity between the 8 a.m. and 8 p.m. eastern time every day.

(iv) Backup. In case of server crashes, power outages, maintenance, service or improvement, SERV. PROVIDER SHORT NAME shall host one additional SERV. PROVIDER SHORT NAME server, supplied with a backup power supply.

(v) Maintenance. SERV. PROVIDER SHORT NAME may, at its own discretion, temporarily suspend all service for the purpose of repair, maintenance or improvement of any of SERV. PROVIDER SHORT NAME's systems. However, SERV. PROVIDER SHORT NAME shall provide prior notice where it is reasonably practicable under the circumstances, and SERV. PROVIDER SHORT NAME shall restore service as soon as is reasonably practicable. Client shall not be entitled to any setoff, discount, refund or other credit, in case of any service outage which is beyond SERV. PROVIDER SHORT NAME's control or which is reasonable in duration.

6. WARRANTIES:

SERV. PROVIDER SHORT NAME confirms and warrants that:

(a) SERV. PROVIDER SHORT NAME's Power to Enter Agreement: SERV. PROVIDER SHORT NAME has the right to enter into this Agreement and to grant the rights granted in it.

(b) SERV. PROVIDER SHORT NAME's Good Faith Performance: SERV. PROVIDER SHORT NAME shall, in good faith, comply with the terms of this Agreement.

(c) Web Site Design:

(i) SERV. PROVIDER SHORT NAME is Sole Creator. SERV. PROVIDER SHORT NAME is the sole creator of any Web Sites designed by SERV. PROVIDER SHORT NAME, except for those graphics and data supplied by Client, and that neither SERV. PROVIDER SHORT NAME's work nor entering into this agreement will impair or violate anyone else's Intellectual Property Rights.

(ii) Web Site Shall Function with Many Browsers. The Web Site shall be prepared in a workmanlike manner, and the Web Site will function in conjunction with properly configured web browsers including, but not limited to, Netscape, Mosaic, AOL Browser and Internet Explorer.

7. DISCLAIMERS:

(a) Liability Limitations: The goods and services provided by SERV. PROVIDER SHORT NAME are provided AS IS, WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: (1) MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY; (5) ACCURACY; (6) NON-INFRINGEMENT; AND (7) TITLE. CLIENT AGREES THAT ANY EFFORTS BY SERV. PROVIDER SHORT NAME TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY SERV. PROVIDER SHORT NAME WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. CLIENT FURTHER AGREES THAT SERV. PROVIDER SHORT NAME SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF SERV. PROVIDER SHORT NAME WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO CLIENT'S WEB SITE BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, SERV. PROVIDER SHORT NAME's liability is limited to the greatest extent permitted by law.

(b) SERV. PROVIDER SHORT NAME Not Liable for Delays or Defaults: SERV. PROVIDER SHORT NAME shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of SERV. PROVIDER SHORT NAME are due to:

(i) Acts of God or of a public enemy;

(ii) Acts of the United States or any state or political subdivision thereof;

(iii) Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes;

(iv) Embargoes, epidemics or quarantine restrictions;

(v) Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind;

(vi) Delays of supplier or delay of transportation for any reason;

(vii) Causes beyond the control of SERV. PROVIDER SHORT NAME in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials.

Acceptance of delivery of goods or services shall constitute a waiver and release of SERV. PROVIDER SHORT NAME by Client for any claim for damages, setoff, discount or other liability on account of delay.

(c) Third Party Transactions at Client's Peril: The parties expressly recognize that SERV. PROVIDER SHORT NAME does not operate, control or endorse any information, products or services on the Internet, and that any entities that do offer such information, products or services are not affiliated with SERV. PROVIDER SHORT NAME. SERV. PROVIDER SHORT NAME does not make any express or implied warranties, representations or endorsements TO CLIENT OR ANY THIRD PARTY whatsoever with regard to any information, products or services provided through SERV. PROVIDER SHORT NAME AND OBTAINED OR CONTRACTED OVER the Internet, including, without limitation, warranties of: (1) MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY; (5) ACCURACY; (6) NON-INFRINGEMENT; AND (7) TITLE. SERV. PROVIDER SHORT NAME shall not be liable TO CLIENT OR ANY THIRD PARTY for any cost or damage arising either directly or indirectly from any transaction involving third parties' information, products or services. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, SERV. PROVIDER SHORT NAME's liability is limited to the greatest extent permitted by law.

(d) Downloading of Data or Files at Client's Peril: The parties expressly recognize that SERV. PROVIDER SHORT NAME cannot and does not guarantee or warrant that files available for downloading through SERV. PROVIDER SHORT NAME will be free of infection, viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. Client agrees that it shall be solely responsible for implementing sufficient procedures to satisfy Client's particular requirements for accuracy of data input and output, and for maintaining a means external to SERV. PROVIDER SHORT NAME for the reconstruction of any lost data. The parties also expressly recognize that the Internet contains unedited materials, some of which are unlawful, indecent, or offensive to Client, and access to such materials by Client is done at Client's sole risk.

8. TERMINATION:

(a) Termination by SERV. PROVIDER SHORT NAME:

(i) No Cause. SERV. PROVIDER SHORT NAME reserves the right to, and Client agrees that SERV. PROVIDER SHORT NAME may, terminate any and all services to Client for no cause and without any reason upon three hundred thirty-three (333) days' notice.

(ii) Cause. SERV. PROVIDER SHORT NAME reserves the right to, and Client agrees that SERV. PROVIDER SHORT NAME may, cancel this Agreement and terminate any and all services to Client immediately, and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement. SERV. PROVIDER SHORT NAME RESERVES THE RIGHT TO USE SELF-HELP TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC REMEDIES.

(b) Termination by Client: Client may terminate its Web Hosting or ISP agreement for any reason upon three hundred thirty-three (333) day's notice. Client may not terminate any Web Site Development agreement without SERV. PROVIDER SHORT NAME's written consent.

(c) Post-Termination Rights:

(i) Fees Owed to SERV. PROVIDER SHORT NAME. After termination by any party for any reason, SERV. PROVIDER SHORT NAME shall retain the right to recover all accrued charges due and owing by Client to SERV. PROVIDER SHORT NAME, and Client agrees that it waives any right it may have against SERV. PROVIDER SHORT NAME to offset fees payable by Client to SERV. PROVIDER SHORT NAME.

(ii) Client's Continued Indemnification. Client's indemnification of SERV. PROVIDER SHORT NAME under Clauses 2(f)(iv), 3(c)(iii), 3(c)(iv), 3(d)(iii), 3(f)(vii), 3(f)(viii), 4(e), and 5(c) above, shall survive any termination of this Agreement.

(iii) Web Site Code. SERV. PROVIDER SHORT NAME shall deliver to Client one (1) copy of Client's Web Site CGI and HTML Code, and Client shall abide by the terms of Clause 2(g)(ii)(B) above.

(iv) Forwarding Notice and Hyperlink. Immediately upon termination Client shall notify SERV. PROVIDER SHORT NAME of its new Web Site address, if any, and SERV. PROVIDER SHORT NAME shall maintain a forwarding notice and hyperlink to Client's new Web Host for a period of three hundred thirty-three

9. DELEGATION OF DUTIES: The parties recognize that Client has retained SERV. PROVIDER SHORT NAME's services for SERV. PROVIDER SHORT NAME's unique development capabilities. As such, SERV. PROVIDER SHORT NAME shall not delegate any of its duties under this Agreement to any other person, entity or subcontractor.

10. CONFIDENTIAL INFORMATION:

(a) Confidentiality: The parties recognize that each shall come into possession of information that comprises valuable trade secrets and other confidential information ("Confidential Information") which is exclusively owned by the conveying party. Both parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of three hundred thirty-three (333) years following the termination or expiration of this Agreement. The parties may, however, disclose Confidential Information only to their employees who need to know Confidential Information in order to assure the parties' compliance with the other terms and conditions of this Agreement.

(b) Non-Competition: The parties recognize that each party's Confidential Information may provide specific information relating to their respective industries, and that Confidential Information would unfairly benefit the other party if they were to engage in that business. SERV. PROVIDER SHORT NAME agrees that, during the term of this Agreement and for a period of three hundred thirty-three (333) years following the termination or expiration of this Agreement, SERV. PROVIDER SHORT NAME shall not engage in any business which is closely related to Client's business, and SERV. PROVIDER SHORT NAME shall not design any Web Sites for any third parties which are engaged in any business which is closely related to Client's business. Client agrees that, during the term of this Agreement and for a period of two (2) years following the termination or expiration of this Agreement, Client shall not undertake to design any Web Sites for any third party.

(c) Employees: The parties recognize that the other's employees are uniquely qualified for their jobs, and that the identity of both parties' employees is Confidential Information. Therefore, the parties agree that, during the term of this Agreement and for a period of three hundred thirty-three (333) years following the termination or expiration of this Agreement, neither party shall solicit the employment of, nor employ, any of the other party's employees.

11. REMEDIES: The failure of either party to seek relief for the other party's breach of any duty under this Agreement, shall not waive any right of the non-breaching party's to seek relief for any subsequent breach.

12. ARBITRATION: Any dispute concerning the parties' duties under this Agreement which the parties cannot resolve within three hundred thirty-three (333) days shall be directed to binding arbitration administered by, and pursuant to the rules of, the American Arbitration Association ("AAA") in the County of COUNTY, in the State of TENN, with all expenses being shared equally by the parties. Judgment upon any AAA award may be entered in any court having jurisdiction. Any costs incurred in the enforcement of the arbitration award shall be paid by the party against whom enforcement is sought.

13. GOVERNING LAW AND JURISDICTION: The construction, validity and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of TENN, and the parties expressly waive its choice of law rules. The parties agree that venue and jurisdiction for any litigation arising out of, related to, or regarding the validity of, this Agreement shall lie in the County of COUNTY, State of TENN.

14. NOTICE: All notices must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested.

All Notices to: SERV. PROVIDER SHORT NAME

shall be addressed and delivered to: SERV. PROVIDER SHORT NAME ________.

All Notices to Client shall be addressed and delivered to: ___________. Notices transmitted orally or by electronic means shall be deemed insufficient notice.

15. ENTIRE AGREEMENT: This Agreement and Attachments A and B supersede any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both parties' signatures.

16. SEVERABILITY: If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.

17. INSURANCE: Client agrees to obtain and maintain during the term of this Agreement all insurance coverage necessary to guard again all risks of loss that may arise out of, or relating to, this Agreement, including business interruption insurance.

18. CAPTIONS: Captions contained in this Agreement are for reference purposes only, and are not intended by either party to describe, interpret, define, broaden or limit the scope, extent or intent of the Agreement or any of its provisions.

19. KNOWING CONSENT AND AUTHORITY TO CONSENT: The parties knowingly and expressly consent to the foregoing terms and conditions. Each signatory is authorized to enter into this Agreement on behalf of its respective party.

Commercial Service Provider, Inc.

Signed:

Printed Name: SERV. PROVIDER SHORT NAME

COMMERCIAL SERVI PROV REP'S NAME

Title: SERV. PROVIDER SHORT NAME TITLE

Client

Signed:

Printed Name: CLIENT'S REP'S NAME

Title: TITLE