Please read this Bizfinity General Services Agreement before using any of the electronic services made available by Bizfinity. In order to use these services, you must agree to be bound by the following terms and conditions. This is for your records only. Please do not mail this in to Bizfinity. If you are signing up for a Reseller Program, please read the Bizfinity Reseller General Agreement. Please note that you should also refer to the version of Exhibit A which corresponds to the Reseller Program in which you are engaged or planning to engage.

BIZFINITY GENERAL SERVICES AGREEMENT

This Bizfinity General Services Agreement (the "Agreement") describes the terms and conditions on which Systems & Software Support, Inc, Bizfinity's Exclusive Distributors. ("SASSI" or "we") offers services to your business ("Client"). This agreement is made exclusively between SASSI and Client. SASSI may amend this Agreement at any time pursuant to Section 17.4 ("Amendments") below. By registering for or using Bizfinity services, Client agrees to be bound by the following terms and conditions.

1. Eligibility for Bizfinity Services. Our Services are available only to business entities (including but not limited to sole proprietorships) in good legal standing that can form legally binding contracts under applicable law. Client hereby represents and warrants that it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the term of this Agreement) that it is not a competitor of Bizfinity or SASSI, and that the person agreeing to this Agreement for Client is at least eighteen years of age and otherwise capable of and authorized to enter binding contracts for Client.

2. Bizfinity Services. Subject to the terms and conditions of this Agreement, SASSI makes certain Services available to Client. For the purposes of this Agreement: (a) "Client" (or "you") means the business entity that is registering to use the Services, including its employees and agents; (b) Bizfinity "Services" means those electronic or interactive services offered by SASSI that enable Client to operate its business electronically (i.e., by internet, computer, telephone, or other electronic medium), including without limitation Bizfinity Office, Pro, Storefinity, Payfinity, and Bizfinity Gold Edition. SASSI makes its Services available to Client via Client's Authorized Users (as defined in Section 5 ("Bizfinity Accounts")). SASSI reserves the right to change or discontinue any of the Services at any time.

3. Software License and Ownership.

3.1 License. Subject to the terms and conditions of this Agreement, SASSI grants to Client a limited personal license to use the software on SASSI's Servers provided by SASSI to enable the Services (i.e., to execute and reproduce the software only to the extent necessary to use the Services as intended by SASSI). Client is granted no right to modify, distribute, or publicly perform the software. Any and all rights not expressly granted to Client are reserved by SASSI.

3.2 Restrictions. Client shall not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of the "software tools" (including the tools, methods, processes, and infrastructure) underlying the Services or any other software on the Bizfinity Web site. You may not resell, sublicense, time-share, or otherwise share the Services with a third party.

3.3 Ownership. Bizfinity and SASSI (or their suppliers) are the exclusive owners of the software tools (including all intellectual property rights relating thereto) used in the Services as compiled on the Bizfinity website. Bizfinity and SASSI and their suppliers retain ownership of all intellectual property rights and other proprietary rights relating to the Services, including patents, copyrights, trademarks, and trade secrets.

4. Client Information. Client represents and warrants that the information it provides in its Bizfinity Account Registration Form is true, accurate, current and complete. Client agrees to maintain and update this information to ensure that it is true, accurate, current and complete. If, at any time, any information provided by Client is untrue, inaccurate, not current or incomplete, SASSI will have the right to suspend or terminate this Agreement pursuant to Section 16 ("Term, Suspension, and Termination").

5. Client Account.

5.1 Authorized Users. Client may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Client. Furthermore, Client represents and warrants that each person who registers under Client's account is an authorized agent of Client (an "Authorized User") who has such legal capacity. In reliance on this representation and warranty, SASSI will issue a User ID and password to each Authorized User.

5.2 Responsibility for Access. Client is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Client's account, unless such access to or use of the Services is the direct result solely of the gross negligence of SASSI. It is Client's responsibility, through its systems administrator Authorized User, to set the appropriate access and security levels for each of Client's Authorized Users.

5.3 Responsibility for User IDs and Passwords. Client access information, i.e. User IDs and passwords of its Authorized Users, are Client's "keys" to the Services and to any and all Client data stored on SASSI servers. Client is solely responsible for maintaining this access information (including each User ID, password, and hint question). Except as provided in Section 5.4 ("Special Circumstances"), Client must present this information in order to access the Services.

5.4 Special Circumstances. SASSI will provide access to the Services and Client's account to an agent of Client ("Authorized Agent") who provides SASSI with a notarized letter signed by an officer of Client which letter shall include statements of authenticity, authority, and liability as required by SASSI in its sole discretion. Client expressly and irrevocably agrees that SASSI may rely on such a letter and on the apparent authority of the person requesting access to the Services or to Client's account. In no event will SASSI be liable to Client or any third party for SASSI's reliance on such letter or such apparent authority.

5.5 Notification of Unauthorized Use. Client will immediately notify SASSI if Client notices any activity indicating that Client's account is being used without authorization, including: (a) Client has received confirmation of an order or orders placed using Client's account which Client did not place or any similar conflicting report; or (b) Client becomes aware of any unauthorized use of the User ID(s) registered under its account or any product or service related to its account(s).

6. Commissions, Fees And Charges. SASSI's Payment Policy and schedule of product fees, and charges (collectively, "Fees") can be found in the Bizfinity Pro Signup section. Additional finance charges may apply for late payment of invoices at a rate not to exceed 1% of the total outstanding invoice value per month. Returned checks will incur a minimum $25 fee for each returned item. Client shall pay any and all Fees due to SASSI and/or other parties in connection with transactions effected by its account(s) through Bizfinity Services in accordance with the Payment Policy, within thirty (30) days of receipt of an invoice for such fees or according to the payment policy of SASSI.

7. Access and Interference. Client will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services. Client will not take any action that imposes an unreasonable or disproportionately large load on SASSI's infrastructure.

8. Legal Compliance. Client will comply with all applicable laws, statutes, ordinances and regulations regarding Client's use of Bizfinity Services. Client will not use the Services either directly or indirectly to support any activity that is illegal, pornographically or sexually oriented, related to gambling, or otherwise objectionable (in SASSI's sole discretion), or without limiting the foregoing, no activity for which you use the Services, nor any information that you store or make available to others using the Services, will: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) be defamatory, trade libelous, unlawfully threatening or harassing; (e) be obscene, pornographic or, otherwise objectionable; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers. Although it does not monitor Client's use of the Services, SASSI may investigate complaints against Client. If appropriate, SASSI will refer complaints to law enforcement authorities.

9. Maintenance and Support. SASSI provides support for technical difficulties that may arise in connection with Client's use of the Services, under SASSI's support policies [provide link], which may be amended from time to time in SASSI's sole discretion. Client is responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for its access to and use of the Services and Client responsible and liable for all charges related thereto. Due to legal restrictions, we cannot offer financial or accounting advice.

10. Client Data. Client has sole responsibility and liability for the data its stores on SASSI's servers. Client controls its data through its account and its Authorized Agents. SASSI provides Client with the ability to export and archive Client data from SASSI servers to Client's computer(s). SASSI encourages Client to archive its data regularly and frequently; Client bears full responsibility for archiving its data and sole liability for any lost or irrecoverable data. Client agrees to maintain its data in compliance with its legal obligations, including without limitation, tax audit requirements. SASSI will delete Client data upon termination of this Agreement (see Section 14 ("Limitation of Liability")), or pursuant to a secure request by Client's Authorized Agent (i.e., a request made after such Authorized Agent has signed in to Client's account, or pursuant to Section 5.4 ("Special Circumstances")). However, SASSI may retain Client data in its archives after deletion and will not be liable to Client in any way for such retained data.

11. Security. SASSI uses Secure Socket Layer (SSL) technology to provide security for sensitive transmissions. Client's Authorized Users can check their browsers to determine those pages on which SSL has been activated. In addition, SASSI uses firewall technology to secure Client data stored on our computers. Although we have implemented and follow these technical measures to protect against unauthorized access to and unlawful interception of your Client data, Client acknowledges that neither we nor any other internet service can fully eliminate these security risks.

12 Confidentiality.

12.1 Generally. By the nature of the Services SASSI offers, Client data and information is stored on our servers. However, we do not provide Client data and information to third parties except as permitted by Client. Client hereby consents to SASSI's practices as described in this Section 12 ("Confidentiality"). For the purposes of this Section 12("Confidentiality"), SASSI includes SASSI's contractors and service providers. If Bizfinity or SASSIis purchased or merges with another company, or if Bizfinity or SASSI becomes insolvent or files for bankruptcy, Client agrees that all information and data may be transferred to a purchasing party, subject to these restrictions in this Section 12 ("Confidentiality"). "Client Data" means that information and data stored by Client with SASSI through use of the Services, but excludes Bizfinity Data, as defined in Section 12 ("Confidentiality").

12.2 Bizfinity Confidential Information. You represent and warrant to SASSI that (a) you are not a competitor of SASSI or Bizfinity, (b) you shall keep publicly unannounced information and materials pertaining to Bizfinity Services, pre-release software, testing or testing procedures strictly confidential and (c) you shall not use any information gained from access to the Bizfinity website or use of the Bizfinity Services to compete with SASSI or Bizfinity in its business.

12.3 SASSI Data. SASSI maintains information about Client, including without limitation Client's account registration information, Authorized User information, billing information, services and support information, and frequency and amount of use information ("SASSI Data"). Client agrees that SASSI may use SASSI Data for internal business purposes, or disclose SASSI Data in aggregate form (i.e., not individually attributable to Client) for marketing or other promotional purposes.

12.4 Client Disclosure. If Client uses certain Services (such as Storefinity) Client consents to the public disclosure of information Client makes publicly available through those Services.

12.5 Technical Access. Client acknowledges and agrees that SASSI may access Client Data and other information for technical processing purposes including: (a) the functionality of the Service; (b) the technical requirements of SASSI's network; (c) the technical requirements of the Services; or (d) to conform to other, similar technical requirements. Client also acknowledges and agrees that SASSI may access Client's account and its data as necessary to identify or resolve technical problems or respond to complaints about the Services.

12.6 Legal Requirements. Client agrees that SASSI may disclose SASSI Data or Client Data if SASSI believes that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce this Agreement; (d) to respond to claims that the Client uses the Services to support activities that violate the law or the rights of third parties; or (e) to exculpate SASSI from charges of wrongdoing. However, nothing in this Section 12 shall impose a duty on SASSI to make any such disclosures.

12.7 Client Privacy Policy. Client Privacy Policy. If, through its use of the Services (e.g., Storefinity), Client collects any information about third parties such information will be treated as Client Data. In addition, Client will (a) post a privacy policy that is conspicuous to those persons from whom it is collecting information and, at a minimum, discloses any and all uses and disclosures of personal information collected from users by Client; and (b) treat personal information only as expressly permitted by such privacy policy.

13. No Warranty. BIZFINITY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO BIZFINITY SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY PERFORMANCE, ACCURACY, AND EFFORT IS WITH CLIENT. BIZFINITY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.

14. Limitation Of Liability. BIZFINITY ASSUMES NO LIABILITY FOR ITS ACTIONS UNDERTAKEN PURSUANT TO INSTRUCTIONS FROM AUTHORIZED USERS OR PERSONS WITH APPARENT AUTHORITY TO BIND CLIENT. IN NO EVENT SHALL BIZFINITY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH BIZFINITY SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF BIZFINITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIZFINITY WILL NOT BE RESPONSIBLE FOR OR DEEMED TO BE IN DEFAULT UNDER THIS AGREEMENT DUE TO ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSE BEYOND ITS REASONABLE CONTROL. BIZFINITY'S LIABILITY, AND THE LIABILITY OF ITS SUPPLIERS, TO CLIENT OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES CLIENT PAYS TO BIZFINITY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO SUCH LIABILITY, AND (B) "100. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

15. Indemnity. Client agrees to indemnify and hold SASSI and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Client's breach of any provision of this Agreement or the documents it incorporates by reference, or Client's violation of any law or the rights of any third party.

16. Term, Suspension, and Termination.

16.2 This Agreement is effective upon Client's acceptance of its terms (i.e., by Client's agent clicking "Client Agrees") until terminated by either Client or SASSI.

16.3 Without limiting other remedies, SASSI may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Client) either temporarily or indefinitely, or terminate Client's account and refuse to provide Services to Client if: (a) Client fails to pay fees or other payments due to SASSI, within ten days after such fees or payments become due and payable pursuant to this Agreement; (b) Client has failed to strictly comply with any term or provision of this Agreement (including the documents it incorporates by reference), regardless of materiality; (c) SASSI is unable to verify or authenticate any information Client provides to SASSI; or (d) SASSI believes that Client's actions may cause legal liability for Client, SASSI's other clients, or SASSI. SASSI will terminate the accounts of Clients that use SASSI Services to repeatedly violate the copyrights of third parties.

16.4 Upon termination of this Agreement by either Client or SASSI, all of Client rights under this Agreement, and SASSI's provision of Services, will terminate immediately. Any amounts Client owes SASSI, if any, will become immediately due and payable, including Fees for the remainder of the Month of Service (defined in Section 16.5 below) in which this Agreement was terminated. SASSI will have no liability to Client for SASSI's termination of this Agreement.

16.5 Upon termination of this Agreement by Client pursuant to Section 16.2 above, Client may receive a refund of fees paid for the then current Month of Service if written notice of termination is received by SASSI within seven (7) days of the beginning of the current Month of Service. "Month of Service" means the monthly period beginning on the day of the month which Client registered for the Services and ending on the day before that in the next month; for example, if Client registered for the Services on January 12, the July Month of Service would include the month running from July 12 through August 11.

16.6 The provisions of Sections 5.4 ("Special Circumstances"), 11 ("Client Data"), 12.2 ("SASSI Data"), 12.5 ("Legal Requirements"), 13 ("No Warranty"), 14 ("Limitation Of Liability"), 15 ("Indemnity"), and this Section 16.6 will survive any termination of this Agreement.

17. General.

17.1 Law; Jurisdiction; Legal Fees; Actions. This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Both parties hereby submit to the personal jurisdiction of the state and federal courts located in the California. All claims arising out of or relating to this Agreement or our Services shall be brought in courts of competent jurisdiction exclusively in San Jose, California. In any action between the parties, the losing party shall bear the expenses and attorney's fees for both parties. No action by Client arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.

17.2 Relationship. Client and SASSI are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

17.3 Assignment. Client may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void.

17.4 Amendments. SASSI may amend this Agreement at any time by posting the amended terms on its site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the site. Client's continued use of Bizfinity services after any amended terms have been posted by SASSI will signify Client's agreement to those terms. For certain Services, such as Storefinity, SASSI may provide (and to which Client hereby agrees) additional terms and conditions in a separate document, each of which shall be incorporated herein by this reference. This Agreement may not be otherwise amended except in a writing signed by Client and SASSI.

17.5 Notices. Except as explicitly stated otherwise, any notices shall be given: (a) if addressed to SASSI, by postal mail; or (b) if addressed to Client, to the email address Client provides to SASSI during the registration process (notice shall be deemed given 24 hours after email is sent, unless SASSI is notified that the email address is invalid), or by certified mail, postage prepaid and return receipt requested, to the address provided to SASSI during the registration process (notice shall be deemed given 3 days after the date of such mailing).

17.6 Force Majeure. Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond SASSI's control.

17.7 Interpretation. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

17.8 Waiver. SASSI's failure to act with respect to a breach by Client or others does not waive SASSI's right to act with respect to subsequent or similar breaches.

17.9 Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof.

17.10 Disclosures. The Services hereunder are offered by Bizfinity, Inc., located at 1601 South De Anza Boulevard, Suite 255, Cupertino, California 95014. If you are a California resident, you may have this same information emailed to you by sending a letter with a request for this information to the foregoing address. A copyright owner who believes that a SASSI user is infringing the owner's copyrights may request that SASSI take down the allegedly infringing material by providing notice consistent with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. ? 512(c), to our DMCA registered agent [dmca_agent@bizfinity.com] via fax [(408) 863 7310].

Created and produced by Bizfinity, Inc. 1601 South De Anza Boulevard Suite 255, Cupertino CA, 95014-5351 USA, (408) 863 7300, info@bizfinity.com, Web site http://www.bizfinity.com.

Please read this Bizfinity Reseller General Agreement. Please note that you should also refer to the version of Exhibit A which corresponds to the Reseller Program in which you are engaged or planning to engage.

BIZFINITY RESELLER GENERAL AGREEMENT

This Reseller Agreement (the "Agreement") sets forth the terms and conditions on which you ("Reseller") will act as a reseller of certain services of Bizfinity, Inc., a Delaware corporation ("SASSI"). "Active Current Customer" specifies an active user of the Bizfinity Service paying at least the minimum monthly fee determined by SASSI during the current month for such Service. This is a legally binding agreement between you and SASSI. By registering as a Bizfinity reseller, you agree to be legally bound by the terms and conditions set forth in this Agreement. The "Effective Date" of this Agreement shall be the date on which you complete the Bizfinity reseller registration process.

1. Appointment and Authority

1.1 Subject to the terms and conditions of this Agreement, SASSI appoints Reseller to be a non-exclusive Reseller for the purpose of encouraging the sale of the Bizfinity services set forth in Exhibit A (the "Services"). SASSI may update the list of Services, or otherwise amend Exhibit A, in its sole discretion, from time to time, effective upon notice to Reseller. For purposes of amending Exhibit A, notice to Reseller via email shall be deemed sufficient.

1.2 Resellerçs sole authority shall be to perform the tasks listed herein pursuant to the terms and conditions of this Agreement. Reseller does not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of SASSI, nor shall SASSI be liable for any acts, omissions to act, contracts, commitments, promises or representations made by Reseller, except as specifically authorized under this Agreement or in writing by SASSI.

1.3 SASSI shall have sole and exclusive control over all prices, discounts, allowances, refunds, extensions of credit, development, specifications, delivery, and all other terms governing the sale and provision of the Services to Reseller or end users signed up direct with SASSI; any variance in price charged by Reseller shall not be reflected in the price charged to Reseller by SASSI. Prices and terms of sale quoted by SASSI are subject to change by SASSI at any time.

1.4 Subject to the terms of this Agreement, (a) SASSI grants Reseller a non-exclusive, non-transferable, revocable authorization to use the trademarks, service marks, and logos of Bizfinity (the "Bizfinity Marks") for the sole purpose of promoting the Services in a manner consistent with this Agreement, and (b) Reseller grants SASSI a non-exclusive, non-transferable, worldwide license to use, reproduce and display Reseller's Marks and Materials (the "Reseller Marks and Materials") solely for the purposes set forth herein. Immediately upon request, Reseller will provide SASSI with a sample of each use or proposed use by Reseller of Bizfinity Marks, and Reseller will immediately cease and desist from any such use not approved by SASSI. Reseller will use the Bizfinity Marks in conformance with any trademark usage policies provided by SASSI from time to time. Reseller will not take any action inconsistent with SASSI's ownership of the Bizfinity Marks, and any benefits accruing from Resellerçs use of the Bizfinity Marks will automatically vest in Bizfinity. Reseller will not form any combination marks with the Bizfinity Marks. SASSI may terminate this trademark license if, in SASSI's discretion, Resellerçs use of the Bizfinity Marks tarnishes, blurs or dilutes the quality associated with the Bizfinity Marks or associated goodwill. Bizfnity and SASSI reserve all rights not expressly granted in this Agreement. Except for the limited rights expressly granted herein by SASSI to Reseller, nothing in this Agreement shall serve to transfer to Reseller any intellectual property rights in or to the Services, Bizfinity Marks or other intellectual property owned or claimed by Bizfinity or SASSI. Reseller acknowledges and agrees that Bizfinity and SASSI have sole right, title and interest in and to the Services, Bizfinity Marks, and all Bizfinity intellectual property and rights therein and thereto. Reseller will promptly inform Bizfinity of any known or reasonably suspected infringement or misappropriation of Bizfinityçs trademarks, copyrights or other intellectual property rights.

1.5 Reseller grants SASSI the right to publish a one time press release upon signature of this Agreement that may be issued, at SASSI's sole discretion, for the purpose of announcing the transaction entered into herewith between the parties. Reseller grants non-exclusive rights for inclusion of the Reseller Marks and Materials in SASSI press releases and promotions.

2. Reseller Obligations

2.1 Reseller will complete the Bizfinity reseller registration process in a true and accurate manner. Furthermore, Reseller will maintain the accuracy of the information kept in his/her Reseller Profile on the Bizfinity web site, and Reseller will periodically update such information as necessary so that such information is, at all times, true and accurate.

2.2 Reseller shall use his/her best efforts to market and solicit orders for the Services.

2.3 Reseller will inform SASSI of each customer obtained by Reseller according to the procedure described in Exhibit A. SASSI reserves the right to accept or reject, in its sole discretion, any customers obtained by Reseller.

2.4 Reseller will conduct all of its activities hereunder in an honest, legal, ethical, businesslike and professional manner, and in a manner that will enhance the image and reputation of SASSI and its Services. Reseller will abide by the policies and procedures of SASSI in effect from time to time.

2.5 Reseller will use and disseminate only those marketing and promotional materials that are either the most current versions or have been approved in advance by SASSI.

2.6 Reseller will not make any warranty or guarantee concerning the Services, and Reseller will not make any representations or statements regarding the Services other than those contained in SASSI's most current marketing literature and promotional materials.

2.7 Reseller will not engage in any type of multi-level marketing program related to Bizfinity or its Services without prior Agreement from SASSI.

2.8 Reseller will acquire within 30 days of the Effective Date, and maintain on an ongoing basis, a high level of knowledge and expertise in the use and operation of the latest version of the Services.

3. SASSI Obligations

3.1 SASSI will provide the Services to Reseller, discounted from list price according to the schedule set forth in Exhibit A; provided Reseller is in full compliance with all of the terms and conditions of this Agreement, and provided Reseller agrees to SASSI's standard terms and conditions governing the use of its services.

3.2 SASSI will track customers obtained by Reseller and make payments to Reseller pursuant to Section 4 below, provided Reseller correctly follows the procedure set forth in Exhibit A for informing SASSI of new customers obtained by Reseller.

3.3 SASSI will register and provide Services to customers in accordance with SASSI's standard policies and procedures. SASSI reserves the right to reject customers that do not comply with any requirements that SASSI periodically may establish or for any other reason, in SASSI's sole discretion. SASSI will be responsible for all aspects of providing the Services. All customers who register for the Services will be deemed to be customers of SASSI. All SASSI rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and SASSI may change its rules, policies and operating procedures from time to time in its sole discretion. Reseller acknowledges that, as part of the Services registration process, all customers are required to agree to SASSI's then-current standard form user agreement, as amended from time to time in SASSI's sole discretion.

4. Fees and Payment

4.1 SASSI will pay commissions to Reseller based on the number of Qualified Bizfinity Customers and the particular Service for which such customers subscribe, according to the terms set forth herein and in Exhibit A. "Qualified Bizfinity Customer" means a Bizfinity customer that (i) became a Bizfinity customer of a Service as a direct result of Resellerçs activities hereunder, as determined in good faith by SASSI with reference to the terms of this Agreement, and (ii) has paid SASSI for a minimum period of Service as set forth in Exhibit A. SASSI will tender commission payments in accordance with the terms set forth in Exhibit A. Reseller will earn commissions based on monthly Service payments actually received by SASSI from each Qualified Bizfinity Customers for each consecutive, uninterrupted month that the Qualified Bizfinity Customer is subscribed to the Service. Commissions may be paid for a maximum period as set forth in Exhibit A.

4.2 Within 30 days of the Effective Date, and on each yearly anniversary of the Effective Date that this Agreement is in effect, Reseller will pay SASSI the non refundable, annual reseller fee set forth in Exhibit A. These fees are not refundable under any circumstance or for any reason.

4.3 Reseller shall be responsible for all costs and expenses it incurs in connection with the implementation and performance of its obligations under this Agreement.

5. Independent Contractors. SASSI and Reseller are independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, or (ii) constitute the parties as partners, joint venturers, co-owners or the like. All financial and other obligations associated with Reseller's business are Reseller's sole responsibility. Reseller agrees that it will not be treated as an employee of SASSI for federal, state or local tax purposes, including but not limited to unemployment compensation or workers' compensation taxes, or for any other purpose. Reseller is solely responsible for any and all taxes, whether federal, state or local, which may be applicable to its business. Reseller has neither the express nor any implied authority to accept orders from customers on behalf of SASSI nor to enter into or modify contracts, whether oral or written, on behalf of SASSI. Reseller shall not represent that its products or services are affiliated with or endorsed by SASSI, without SASSI's prior written approval.

6. Confidentiality. All information obtained by Reseller in connection with its activities hereunder, including the terms of this Agreement and all technical, pricing, marketing, business and other information that SASSI provides Reseller or that Reseller receives from SASSI or its customers or potential customers, shall be treated by Reseller as confidential and proprietary information of SASSI. Reseller will not use any such information for its own benefit or for any purpose other than fulfilling its obligations under this Agreement and Reseller shall not disclose such information to any third party except with SASSI's prior written consent.

7. Warranty; Warranty Disclaimers

7.1 Reseller represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; and (ii) the entering into and performance of this Agreement by Reseller does not violate, conflict with, or result in a material default under any other contract or agreement to which Reseller is a party, or by which it is bound.

7.2 BIZFINITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO RESELLER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnity. Reseller will indemnify and hold harmless SASSI and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneysç fees) arising out of or relating to any breach by Resellers of any of the terms of this Agreement.

9. Limitation of Liability. BIZFINITY SHALL NOT BE LIABLE TO RESELLER OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER RESELLER FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF BIZFINITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BIZFINITYçS LIABILITY TO RESELLER HEREUNDER EXCEED THE AMOUNTS BIZFINITY HAS PAID RESELLER IN THE 12 MONTHS PRECEDING THE CLAIM. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. RESELLER ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

10. Term and Termination

10.1 This Agreement will begin on the Effective Date and continue until terminated pursuant to the terms herein. This Agreement may be terminated by either party for convenience upon 30 days written notice. In the event of a material breach not cured within 10 days of written notice of breach to the breaching party, this Agreement may be terminated immediately upon written notice of termination to the breaching party.

10.2 Upon termination of this Agreement for any reason: (i) Reseller will immediately cease use of all SASSI confidential and proprietary information, all Bizfinity Services provided hereunder, and all Bizfinity Marks and marketing materials; (ii) Reseller will immediately return to Bizfinity all confidential and proprietary information, brochures, literature, documentation and other materials within its control without retaining any copies thereof; and (iii) SASSI will pay Reseller any fees that are accrued and unpaid. No commission or other payments will accrue to Reseller after the termination of this Agreement for any reason. Neither party will be liable to the other for any termination of this Agreement in accordance with its terms. Sections 5 through 11 herein shall survive termination of the Agreement.

11. Miscellaneous. This Agreement, including Exhibit A (which is incorporated herein by this reference), constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. Except as otherwise expressly set forth herein, this Agreement may be amended only in a writing signed by the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties' successors and permitted assigns; provided however, that Reseller may not assign this Agreement, in whole or in part, without SASSI's prior written consent and any assignment by Reseller without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of California without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in San Mateo County or Santa Clara County, California, and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

Please read Exhibit A for Bizfinity Reseller if you are engaged or planning to engage Web Developer Reseller Program, Value-Added and IT Reseller Program, University Student Reseller Program, Association Reseller Program, or Home Business Referral Program; read Exhibit A for Bizfinity Special Reseller for Special Reseller Program.

EXHIBIT A FOR BIZFINITY RESELLER to BIZFINITY RESELLER GENERAL AGREEMENT

A. Bizfinity Services

1. Web Site Creator
2. Web Store Creator
3. eCommerce Express
4. eCommerce Deluxe
5. Bookkeeping Deluxe

B. Procedure for Informing SASSI of New Customers

1. To register, a Reseller signs up for a Reseller program on Bizfinity's Web site or contacts Customer Support to be registered by telephone. Once the registration process is completed, Reseller will receive an email confirming the registration process has been completed, and the email will also provide a Reseller ID and promotion codes that will be used to sign customers up.

2. The Reseller ID must be kept up-to-date in the Reseller profile section of the Bizfinity Web site.

3. Every time Reseller sets up a new customer on one of the Bizfinity e-commerce services, the Reseller or customer will enter the associated promotion code during the customer's sign-up process. If there is a "Reseller ID" field available directly under the "Promotional Code" field, the Reseller ID field should be used. Recording the Reseller ID in a new customer's account at that point will insure proper tracking of payments.

C. Reseller Discount

1. From time-to-time, SASSI may offer special discounts to product pricing as part of the various Reseller Programs. This discount pricing is intended to help the Reseller purchase products for their own use, and is applicable to one product only and is not transferable.

D. Sales Commissions

1. Web Site Creator

For each Qualified Bizfinity Customer of the Web Site Creator, Reseller earns $5 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service, up to one year.

2. Web Store Creator

For each Qualified Bizfinity Customer of the Web Store Creator, Reseller earns $5 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service, up to one year.

3. eCommerce Express

For each Qualified Bizfinity Customer of the eCommerce Express, Reseller earns $5 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service, up to one year.

4. eCommerce Deluxe

For each Qualified Bizfinity Customer of the eCommerce Deluxe Service, Reseller earns $10 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service.

In addition, for every 5 Qualified Bizfinity Customers of the eCommerce Deluxe Service obtained by Reseller, Reseller will receive a $50 bonus.

5. Bookkeeping Deluxe

For each Qualified Bizfinity Customer of the Bookkeeping Deluxe Service, Reseller earns $10 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service.

In addition, for every 5 Qualified Bizfinity Customers of the Bookkeeping Deluxe Service obtained by Reseller, Reseller will receive a $50 bonus.

E. Annual Reseller Fee

$699.00, due within 30 days of the Effective Date, and on each yearly anniversary of the Effective Date.

EXHIBIT A for BIZFINITY SPECIAL RESELLER to BIZFINITY RESELLER GENERAL AGREEMENT

A. Bizfinity Services

1. Web Site Creator
2. Web Store Creator
3. eCommerce Express
4. eCommerce Deluxe
5. Bookkeeping Deluxe

B. Procedure for Informing Bizfinity of New Customers

1. To register, a Reseller signs up for a Reseller program on Bizfinity's Web site or contacts Customer Support to be registered by telephone. Once the registration process is completed, Reseller will receive an email confirming the registration process has been completed, and the email will also provide a Reseller ID and promotion codes that will be used to sign customers up.

2. The Reseller ID must be kept up-to-date in the Reseller profile section of the Bizfinity Web site.

3. Every time Reseller sets up a new customer on one of the Bizfinity e-commerce services, the Reseller or customer will enter the associated promotion code during the customer's sign-up process. If there is a "Reseller ID" field available directly under the "Promotional Code" field, the Reseller ID field should be used. Recording the Reseller ID in a new Customer's account at that point will insure proper tracking of payments.

C. Reseller Discount

1. From time-to-time, Bizfinity may offer special discounts to product pricing as part of the various Reseller Programs. This discount pricing is intended to help the Reseller purchase products for their own use, and is applicable to one product only and is not transferable.

D. Sales Commissions

1. Web Site Creator

For each Qualified Bizfinity Customer of the Web Site Creator, Reseller earns $5 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service, up to one year.

2. Web Store Creator

For each Qualified Bizfinity Customer of the Web Store Creator, Reseller earns $5 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service, up to one year.

3. eCommerce Express

For each Qualified Bizfinity Customer of the eCommerce Express, Reseller earns $5 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service, up to one year.

4. eCommerce Deluxe

For each Qualified Bizfinity Customer of the eCommerce Deluxe Service, Reseller earns $5 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service, up to one year.

5. Bookkeeping Deluxe

For each Qualified Bizfinity Customer of the Bookkeeping Deluxe Service, Reseller earns $5 per month for each consecutive month that the customer remains a fully paid up subscriber of such Service, up to one year.

E. Annual Reseller Fee

There is no annual fee for the Bizfinity Special Reseller Program.