CUSTOMER MASTER AGREEMENT

This Customer MASTER Agreement (hereinafter referred to as the "Agreement") is
made, entered into and executed on June 2, 2006 (hereinafter referred to
as the "Effective Date")

BETWEEN: -

HiTek, LLC. (hereinafter referred to as "Parent") AND you
(hereinafter referred to as "Customer"). If you are entering into this
agreement on behalf of a company or other legal entity, you represent that you
have the authority to bind such entity to these terms and conditions, in which
case the term "Customer" shall refer to such entity.

(The Parent and the Customer may be referred to individually as a "Party" and
collectively as the "Parties").

WHEREAS the Parent provides various Products and Services;

AND WHEREAS the Customer wishes to purchase Parent's Products and Services

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and
covenants contained herein and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, Parent and
the Customer, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

(1) "Advance Account" refers to the credit balance maintained by the
Customer with the Parent.

(2) "Business Day" refers to a working day between Mondays to Friday
excluding all Public Holidays.

(3) "Clear Balance" refers to credit in the Customer Advance Account after
deducting any accrued liabilities, Locked Funds and debited amounts.

(4) "Confidential Information", as used in this Agreement shall mean all
data, information and materials including, without limitation, computer
software, data, information, databases, protocols, reference implementation,
documentation, functional and interface specifications, provided by Parent to
the Customer under this Agreement, whether written, transmitted, oral, through
the Parent Website or otherwise, that is marked as Confidential.

(5) "Customer Contact Details" refers to the Contact Details of the
Customer as listed in the OrderBox Database

(6) "Customer Control Panel" refers to the set of Web-based interfaces
provided by the Parent and its Service Providers to the Customer which allows
him to Manage Orders

(7) "Customer Product Agreement Extension" refers to the latest version of
a Specific Customer Product Agreement Extension as posted in the Customer
Control Panel or on the Parent Website.

(8) "OrderBox" refers to the set of Servers, Software, Interfaces, Parent
Products and API that is provided for use directly or indirectly under this
Agreement by the Parent and/or its Service Providers.

(9) "OrderBox Database" is the collection of data elements stored on the
OrderBox Servers.

(10) "OrderBox Servers" refer to Machines / Servers that Parent or its
Service Providers maintain to fulfill services and operations of the OrderBox

(11) "OrderBox User" refers to the Customer and any Agent, Employee,
Contractee of the Customer or any other Legal Entity, that has been provided
access to the "OrderBox" by the Customer, directly or indirectly.

(12) "Order" refers to a Parent Product purchased by the Customer having a
unique Order ID in the OrderBox Database.

(13) "Parent Products" refer to all Products and Services of Parent which
it has provided/rendered/sold, or is providing/rendering/selling.

(14) "Parent Servers" refer to web servers, Mailing List Servers, Database
Servers, OrderBox Servers and any other Machines / Servers that Parent or its
Service Providers Operate, for the OrderBox, the Parent Website, the Parent
Mailing Lists, Parent Products and any other operations required to fulfill
services and operations of Parent.

(15) "Parent Website" refers to manage.resellerclub.com

(16) "Service Providers" refers individually and collectively to any
Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm,
Individual, Institute, Institution, Organization, Person, Society, Trust or
any other Legal Entity that Parent or its Service Providers (recursively) may,
directly or indirectly, Engage / Employ / Outsource / Contract for the
fulfillment / provision / purchase of Parent Products, OrderBox, and any other
services and operations of Parent.

2. CUSTOMER PRODUCT AGREEMENT EXTENSIONS

(1) The Customer may purchase various Parent Products in the course of
their relationship with Parent under this agreement. by submitting to Parent,
in a form and manner prescribed by Parent, one or more Customer Product
Agreement Extensions, which shall then be included as a part of this
Agreement.

(2) Any conflicting definitions, terms and conditions in a Customer
Product Agreement Extension shall take precedence over the same definition,
terms and conditions in this Agreement, and shall be applied only to that
Customer Product Agreement Extension.

3. OBLIGATIONS OF PARENT

Parent shall make available the latest versions of this Agreement and Customer
Product Agreement Extensions in the Customer Control Panel or on the Parent
Website.

4. OBLIGATIONS OF THE CUSTOMER

(1) The Customer acknowledges that in the event of any dispute and/or
discrepancy concerning any data element of an Order or the Customer in the
OrderBox Database, the data element in the OrderBox Database records shall
prevail.

(2) The Customer acknowledges that all information of the Customer in the
OrderBox, including authentication information is accessible to Parent and its
Service Providers

(3) The Customer shall comply with all terms or conditions established by
Parent and/or its Service Providers from time to time.

(4) The Customer agree to provide, maintain and update, current, complete
and accurate information for all the data elements about the Customer in the
OrderBox Database.

(5) Customer acknowledges that Parent Products maybe obtained through
Service Providers, and as such, changes in structure, or contracts may occur,
and as a result services may be adversely affected. Customer acknowledges and
agrees that Parent shall not have any liability associated with any such.

(6) During the term of this Agreement and for three years thereafter, the
Customer shall maintain the following records relating to its dealings with
Parent and their Agents or Authorized Representatives: -

(1) In electronic, paper or microfilm form, all written communications
with respect to Parent Products.

(2) In electronic form, records of the accounts of all, current / past
Orders with the Customer, including dates and amounts of all payments,
discount, credits and refunds.

The Customer shall make these records available for inspection by Parent upon
reasonable notice not exceeding 14 days.

5. REPRESENTATIONS AND WARRANTIES

Parent and Customer represent and warrant that: -

(1) they have all requisite power and authority to execute, deliver and
perform their obligations under this Agreement;

(2) This Agreement has been duly and validly executed and delivered and
constitutes a legal, valid and binding obligation, enforceable against the
Reseller and Parent in accordance with its terms;

(3) The execution, delivery, and performance of this Agreement and the
consummation by Parent and the Reseller of the transactions contemplated
hereby will not, with or without the giving of notice, the lapse of time, or
both, conflict with or violate: -

(1) any provision of law, rule, or regulation;

(2) any order, judgment, or decree;

(3) any provision of corporate by-laws or other documents; or

(4) any agreement or other instrument.

(4) the execution, performance and delivery of this Agreement has been
duly authorized by the Customer and Parent;

(5) No consent, approval, or authorization of, or exemption by, or filing
with, any governmental authority or any third party is required to be obtained
or made in connection with the execution, delivery, and performance of this
Agreement or the taking of any other action contemplated hereby;

The Customer represents and warrants that:

(1) the Customer has read and understood every clause of this Agreement

(2) the Customer has independently evaluated the desirability of the
service and is not relying on any representation agreement, guarantee or
statement other than as set forth in this agreement; and

(3) the Customer is eligible, to enter into this Contract according to the
laws of his country

6. RIGHTS OF PARENT AND SERVICE PROVIDERS

(1) Parent and Service Providers may change any information, including
Authentication Information of the Customer in the OrderBox Database upon
receiving authorization from the Customer in any form as maybe prescribed by
Parent from time to time.

(2) Parent and Service Providers may provide/send any information in the
OrderBox Database, about the Customer, including Authentication information

(1) to the Customer Contact Details

(2) to any authorised representative, agent, contractee, employee of the
Customer upon receiving authorization in any form as maybe prescribed by
Parent from time to time

(3) to the Service Providers

(3) Parent and Service Providers in its own discretion can at any point of
time temporarily or permanently cease to sell a Parent Product

(4) Parent reserves the right to change pricing, minimum order levels, and
discounts, of any Parent Product , at any time.

(5) Parent and Service Providers, in their sole discretion, expressly
reserve the right to deny any Order or cancel an Order within 30 days of
processing the same. In such case Parent may refund the fees charged for the
Order, after deducting any processing charges for the same.

(6) Parent and Service Providers, in their sole discretion, without
notice, expressly reserve the right to modify, upgrade, freeze the OrderBox,
and its associated Services.

(7) Parent and Service Providers, in their sole discretion, expressly
reserve the right to without notice or refund, delete, suspend, deny, cancel,
modify, take ownership of or transfer any Order, or to delete, Suspend,
freeze, modify OrderBox Users' access to OrderBox, or to modify, upgrade,
suspend, freeze OrderBox, in order to recover any Payment from the Customer
for any service rendered by the Parent including services rendered outside the
scope of this agreement, or to correct mistakes made by Parent or its Service
Providers in processing or executing an Order, or incase of any breach of this
agreement, or incase of violation of any Terms listed in all the Appendices,
or incase Parent learns of a possibility of breach or violation of this
agreement or its appendices which Parent in its sole discretion determines to
be appropriate, or incase of Termination of this agreement, or if Parent
learns of any such event which Parent reasonably determines would lead to
Termination of this Agreement or would constitute as Breach thereof, or to
protect the integrity and stability of the Parent Products and the OrderBox,
or to comply with any applicable laws, government rules or requirements,
requests of law enforcement, or in compliance with any dispute resolution
process, or in compliance with any agreements executed by Parent, or to avoid
any liability, civil or criminal, on the part of Parent and/or Service
Providers, as well as their affiliates, subsidiaries, officers, directors and
employees, or if the Customer and/or its Agents or any other authorised
representatives of the Customer violate any applicable laws/government
rules/usage policies, including but not limited to, intellectual property,
copyright, patent, anti-spam, or Parent learns of the possibility of any such
violation, or authorisation from the Customer in any manner that Parent deems
satisfactory, or for any appropriate reason. The Customer agrees that Parent
and Service Providers, and the contractors, employees, directors, officers,
representatives, agents and affiliates, of Parent and Service Providers, are
not liable for loss or damages that may result from any of the above.

(8) Incase of Orders involving web services, Parent and Service Providers
can choose to redirect any Order to any IP Address including, without
limitation, to an IP address which hosts a parking page or a commercial search
engine, if an Order has expired, or has been suspended, or does not contain
valid information to direct it to any destination.

(9) Parent has the right to rectify any mistakes in the data in the
OrderBox Database with retrospective effect.

7. TERM OF AGREEMENT AND RENEWAL

The term of this Agreement shall be 1 (ONE) YEAR from the Effective Date and
will automatically renew for successive 1 (ONE) YEAR Renewal Term (hereinafter
referred to each a "Renewal Term" and cumulatively the "Term"). The Term shall
continue until the earlier to occur of the following:

(1) the Agreement is terminated as provided for in Section 8 (TERMINATION
OF AGREEMENT); and

(2) The Customer elects not to renew at the end of the Initial Term or any
Renewal Term.

8. TERMINATION OF AGREEMENT

(1) Either Party may terminate this Agreement and/or any Customer Product
Agreement Extension at any time by

(1) giving a 30 (Thirty) days written notice of termination delivered as
per Section 24 (NOTICE).

(2) With immediate effect, if the other Party is adjudged insolvent or
bankrupt, or if proceedings are instituted by or against a Party seeking
relief, reorganization or arrangement or compromise or settlement under any
laws relating to insolvency, or seeking any assignment for the benefit of
creditors, or seeking the appointment of a receiver, liquidator or trustee of
a Party's property or assets or the liquidation, dissolution or winding up of
a Party's Business.

(2) Parent may Terminate this Agreement and/or any Customer Product
Agreement Extension by notifying the Customer in writing, as of the date
specified in such notice of termination under the following circumstances

(1) In the event that the Customer or an Agent / Employee / Authorized
Representative of the Customer materially breaches any term of this Agreement
and/or any Customer Product Agreement Extension, including any of its
representations, warranties, covenants and agreements hereunder

(2) There was a material misrepresentation and/or material inaccuracy,
and/or materially misleading statement in Customer's Application to Parent
and/or any material accompanying the application.

(3) With immediate effect if : -

(1) the Customer is convicted of a felony or other serious offense related
to financial activities, or is judged by a court to have committed fraud or
breach of fiduciary duty, or is the subject of a judicial determination that
Parent reasonably deems as the substantive equivalent of any of these; or

(2) the Customer is disciplined by the government of its domicile for
conduct involving dishonesty or misuse of funds of others.

(3) as provided for in Appendix 'A' and Appendix 'C'

(4) if Any officer or director of the Customer is convicted of a felony or
of a misdemeanor related to financial activities, or is judged by a court to
have committed fraud or breach of fiduciary duty, or is the subject of a
judicial determination that Parent deems as the substantive equivalent of any
of these;

(3) Customer may Terminate this Agreement and/or any Customer Product
Agreement Extension by notifying Parent in writing, as of the date of receipt
of such notice, in the event that the Customer does not agree with any
revision to the Agreement or any Customer Product Agreement Extension made as
per Section 14 (RIGHT TO SUBSTITUTE UPDATED AGREEMENT AND Customer Product
Agreement EXTENSIONS) within 30 days of such revision.

(4) Any Product Agreement Extension shall terminate with immediate effect
in the event that

(1) Parent ceases to sell the particular Parent Product covered under that
Product Agreement Extension

(2) Parents contract with Service Provider for the particular Parent
Product terminates or expires without renewal

(5) Effect of Termination of this Agreement

(1) Parent shall suspend all OrderBox Users' access to the OrderBox,
Parent Servers and all Parent Products and Services, under this agreement and
all Customer Product Agreement Extensions, immediately upon receiving
Termination notice from the Customer or upon learning of any event, which
Parent reasonably determines, would lead to Termination of the Agreement.

(2) Upon expiration or termination of this Agreement, all Customer Product
Agreement Extensions signed by the Customer shall deemed to have been
Terminated with immediate effect

(3) Upon expiration or termination of this Agreement, Parent may complete
the processing of all Orders requested to be processed, in the order that they
were requested to be processed, by the Customer prior to the date of such
expiration or termination, provided that the Customer's Advance Account with
Parent has Clear Balance sufficient to carry out these Orders. If Parent is
unable to fulfill these Orders then the charges levied to the Customer for
these Orders will be reversed

(6) Effect of Termination of any Customer Product Agreement Extension

(1) Parent may suspend OrderBox Users' access to applicable Parent
Products and Services , and the OrderBox immediately upon receiving
Termination notice from the Customer or upon learning of any event, which
Parent reasonably determines, would lead to Termination of any Customer
Product Agreement Extension

(2) Upon expiration or termination of any Customer Product Agreement
Extension, Parent may complete the processing of all Orders, of that Parent
Product, in the order that they were requested to be processed, by the
Reseller prior to the date of such expiration or termination, provided that
Parent is in a position to fulfill these Orders, and the Customer's Advance
Account with Parent has Clear Balance sufficient to carry out these Orders. If
Parent is unable to fulfill these Orders then the charges levied to the
Customer for these Orders will be reversed

(3) Parent may transfer all Orders falling under the purview of the
specific Customer Product Agreement Extension to another Customer or Parent.

(7) Any pending balance due from the Customer at the time of termination
of this Agreement or any Customer Product Agreement Extension will be
immediately payable.

(8) Neither Party shall be liable to the other for damages of any sort
resulting solely from terminating this Agreement or any Customer Product
Agreement Extension in accordance with its terms, unless specified
otherwise.The Customer however shall be liable for any damage arising from any
breach by it of this Agreement or any Customer Product Agreement Extension.

9. FEES / RENEWAL

(1) Customer shall pay all applicable fees/advances as per the Payment
Terms and Conditions set out in Appendix 'C'

(2) Parent will charge a non-refundable fee for an Order unless stated
otherwise in any Product Agreement Extension. The applicable fees will be
displayed in the Customer Control Panel or on the Parent Website and during
the Ordering Process. Parent has the right to revise this pricing at anytime.
Any such revision or change will be binding and effective immediately on
posting of the revision in the Customer Control Panel or on the Parent Website
or on notification to the Customer via email to the Customer.

(3) Customer acknowledges that it is the Customer's responsibility to keep
records and maintain reminders regarding the expiry of any Order. As a
convenience to the Customer, and not as a binding commitment, we may notify
the Customer of any expiring Orders, via an email message sent to the contact
information associated with the Customer in the OrderBox database. Should
renewal fees go unpaid for an Order, the Order will expire.

(4) Customer acknowledges that after expiration of the term of an Order,
Customer has no rights on such Order, or any information associated with such
Order, and that ownership of such Order now passes on to Parent. Parent and
Service Providers may make any modifications to said Order or any information
associated with said Order. Parent and Service Providers may intercept any
network/communication requests to such Order and process them in any manner in
their sole discretion. Parent and Service Providers may choose to monetize
such requests in any fashion at their sole discretion. Parent and Service
Providers may choose to display any appropriate message, and/or send any
response to any user making a network/communication request, for or concerning
said Order. Parent and Service Providers may choose to delete said Order at
anytime after expiry upon their sole discretion.

(5) Parent at its sole discretion may allow the renewal of the Order after
Order expiry, and such renewal term will start as on the date of expiry of the
Order, unless otherwise specified. Such process may be charged separately.
Such renewal after the expiry of the Order may not result in exact
reinstatement of the Order in the same form as it was prior to expiry.

(6) Parent makes no guarantees about the number of days, after deletion of
an Order, after which the same Order will once again become available for
purchase.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL PARENT OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY
BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF REGISTRATION AND USE
OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT,
ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY
DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PARENT AND/OR ITS SERVICE
PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PARENT FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT
LIMITED TO:

(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF
AUTHENTICATION INFORMATION;

(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;

(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS
INTERRUPTIONS;

(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA
MISS-DELIVERY;

(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS
IN ANY AND ALL INFORMATION OR PARENT PRODUCT(S) PROVIDED UNDER THIS AGREEMENT;

(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.

If any legal action or other legal proceeding (including arbitration) relating
to the performance under this Agreement or the enforcement of any provision of
this Agreement is brought against Parent by the Customer, then in no event
will the liability of Parent exceed actual amount paid to Parent by the
Customer for the Order in question minus direct expenses incurred with respect
to that Order.

BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS
BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT
WILL THE LIABILITY OF THE PARENT RELATING TO THIS AGREEMENT EXCEED TOTAL
AMOUNT PAID TO PARENT BY THE CUSTOMER DURING THE MOST RECENT THREE (3) MONTH
PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

11. INDEMNIFICATION

(1) The Customer, at their own expense, will indemnify, defend and hold
harmless, Parent, Service Providers, and the contactors, employees, directors,
officers, representatives, agents and affiliates, of Parent, and Service
Providers, against any claim, suit, action, or other proceeding brought
against Parent or Service Providers based on or arising from any claim or
alleged claim, of third parties relating to or arising under this Agreement,
Parent Products provided hereunder or use of the Parent Products, including
without limitation:-

(1) infringement by either the Customer, or someone else using a Parent
Product with the Customer's computer, of any intellectual property or other
proprietary right of any person or entity

(2) arising out of any breach by the Customer of this Agreement.

(3) relating to or arising out of any Order or use of any Order

However, that in any such case Parent may serve either of the Customer with
notice of any such claim and upon their written request, Parent will provide
to them all available information and assistance reasonably necessary for them
to defend such claim, provided that they reimburse Parent for its actual
costs.

(2) The Customer will not enter into any settlement or compromise of any
such indemnifiable claim without Parent's prior written consent, which shall
not be unreasonably withheld.

(3) The Customer will pay any and all costs, damages, and expenses,
including, but not limited to, actual attorneys' fees and costs awarded
against or otherwise incurred by Parent in connection with or arising from any
such indemnifiable claim, suit, action or proceeding.

12. INTELLECTUAL PROPERTY

Subject to the provisions of this Agreement, each Party will continue to
independently own his/her/its intellectual property, including all patents,
trademarks, trade names, domain names, service marks, copyrights, trade
secrets, proprietary processes and all other forms of intellectual property.
Any improvements to existing intellectual property will continue to be owned
by the Party already holding such intellectual property.

Without limiting the generality of the foregoing, no commercial use rights or
any licenses under any patent, patent application, copyright, trademark,
know-how, trade secret, or any other intellectual proprietary rights are
granted by Parent to the Customer, or by any disclosure of any Confidential
Information to the Customer under this Agreement.

Customer shall further ensure that the Customer does not infringe any
intellectual property rights or other rights of any person or entity, or does
not publish any content that is libelous or illegal while using services under
this Agreement. Customer acknowledges that Parent cannot and does not check to
see whether any services or the use of the services by the Reseller under this
Agreement, infringes legal rights of others.

13. OWNERSHIP AND USE OF DATA

(1) Customer agrees and acknowledges that Parent owns all data,
compilation, collective and similar rights, title and interests worldwide in
the OrderBox Database, and all information and derivative works generated from
the OrderBox Database.

(2) Parent and Service Providers and their designees/agents have the right
to backup, copy, publish, disclose, use, sell, modify, process this data in
any form and manner as maybe required for compliance of any agreements
executed by Parent or Service Providers, or in order to fulfill services under
this Agreement, or for any other appropriate reason.

14. DELAYS OR OMISSIONS; WAIVERS

No failure on the part of any Party to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any Party in
exercising any power, right, privilege or remedy under this Agreement, shall
operate as a waiver of such power, right, privilege or remedy; and no single
or partial exercise or waiver of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy.

No Party shall be deemed to have waived any claim arising out of this
Agreement, or any power, right, privilege or remedy under this Agreement,
unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such Party; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.

No waiver of any of the provisions of this Agreement shall be deemed to
constitute a waiver of any other provision (whether or not similar), nor shall
such waiver constitute a waiver or continuing waiver unless otherwise
expressly provided in writing duly executed and delivered.

15. RIGHT TO SUBSTITUTE UPDATED AGREEMENT

(1) During the period of this Agreement, the Customer agrees that Parent
may: -

(1) revise the terms and conditions of this Agreement; and

(2) change the services provided under this Agreement

(2) Any such revision or change will be binding and effective immediately
on posting of the revision in the Customer Control Panel or on the Parent
Website

(3) The Customer agrees to review the Customer Control Panel and Parent
Website including the agreements, periodically, to be aware of any such
revisions

(4) If the Customer does not agree with any revision, the Customer may
terminate this Agreement according to Section 8(3) of this Agreement

(5) The Customer agrees that, continuing use of the services under this
Agreement following notice of any revision, will constitute as an acceptance
of any such revisions or changes

(6) The Customer shall execute, in a form and manner prescribed by Parent,
a supplementary agreement incorporating the amendments to or revisions of the
Agreement and/or Customer Product Agreement Extension

(7) The length of the term of the substituted agreement will be calculated
as if it is commenced on the date the original Agreement began and the
original Agreement will be deemed terminated.

(8) It will be the Customer's responsibility to communicate any changes in
the agreement and any obligations/duties covered by these changes to the
Customer's Agents / Employees / Authorised Representatives.

16. CONFIDENTIALITY

All Confidential Information shall be governed by the Confidentiality
Agreement as attached in Appendix 'B'.

17. PUBLICITY

The Customer shall not create, publish, distribute, or permit any written /
Oral / electronic material that makes reference to us or our Service Providers
or uses any of Parent's registered Trademarks / Service Marks or our Service
Providers' registered Trademarks / Service Marks without first submitting such
material to us and our Service Providers and receiving prior written consent.

The Customer gives Parent the right to recommend / suggest the Customer's name
and details to Customers / Visitors to the Parent Website, and Prospective
Customers and use the Customer's name in marketing / promotional material with
regards to Parent Products.

18. TAXES

The Customer shall be responsible for sales tax, consumption tax, transfer
duty, custom duty, octroi duty, excise duty, income tax, and all other taxes
and duties, whether international, national, state or local, however
designated, which are levied or imposed or may be levied or imposed, with
respect to this Agreement and the Parent Products.

19. FORCE MAJEURE

Neither party shall be liable to the other for any loss or damage resulting
from any cause beyond its reasonable control (a "Force Majeure Event")
including, but not limited to, insurrection or civil disorder, riot, war or
military operations, national or local emergency, acts or directives or
omissions of government or other competent authority, compliance with any
statutory obligation or executive order, strike, lock-out, work stoppage,
industrial disputes of any kind (whether or not involving either party's
employees), any Act of God, fire, lightning, explosion, flood, earthquake,
eruption of volcano, storm, subsidence, weather of exceptional severity,
equipment or facilities breakages / shortages which are being experienced by
providers of telecommunications services generally, or other similar force
beyond such Party's reasonable control, and acts or omissions of persons for
whom neither party is responsible. Upon occurrence of a Force Majeure Event
and to the extent such occurrence interferes with either party's performance
of this Agreement, such party shall be excused from performance of its
obligations (other than payment obligations) during the first three months of
such interference, provided that such party uses best efforts to avoid or
remove such causes of non performance as soon as possible.

20. ASSIGNMENT / SUBLICENSE

Except as otherwise expressly provided herein, the provisions of this
Agreement shall inure to the benefit of and be binding upon, the successors
and assigns of the Parties. The Customer shall not assign, sublicense or
transfer its rights or obligations under this Agreement to any third
person(s)/party without the prior written consent of the Parent.

21. CUSTOMER - CUSTOMER TRANSFER

(1) Parent may transfer the Order of the Customer to another Person,
Organisation or any other Legal entity under the following circumstances: -

(1) Authorization from the Customer and/or their Agent or Authorized
Representative in a manner prescribed by Parent from time to time;

(2) On receiving orders from a competent Court, Law Enforcement Agency, or
recognized Regulatory body;

(3) Breach of Contract;

(4) Termination of this Agreement;

(5) Parent learns of any such event, which Parent reasonably determines
would lead to Termination of this Agreement, or would constitute as Breach
thereof.

(2) In the above circumstances the Customer shall extend full cooperation
to Parent in transferring the Order of the Customer.

22. DISCLAIMER

The OrderBox, Parent Servers and any other Software / API / Specification /
Documentation / Application Services is provided on "as is" and "where is"
basis and without any warranty of any kind.

PARENT EXPRESSLY DISCLAIMS ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS
OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.

PARENT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY OF THE ABOVE WILL
MEET THE CUSTOMER'S REQUIREMENTS, OR THAT THE OPERATION OF THE ANY OF THE
ABOVE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN ANY OF THE ABOVE
WILL BE CORRECTED. PARENT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS.

FURTHERMORE, PARENT NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING
THE USE OR THE RESULTS OF THE OrderBox, PARENT SERVERS, PARENT WEBSITE AND ANY
OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN
TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

23. JURISDICTION & ATTORNEY'S FEES

This Agreement shall be governed by and interpreted and enforced in accordance
with the laws of the Country, State and City where Parent is incorporated,
applicable therein without reference to rules governing choice of laws. Any
action relating to this Agreement must be brought in a court in the city,
state, country where Parent is incorporated. Parent reserves the right to
enforce the law in the Country/State/District where the
Registered/Corporate/Branch Office, or Place of Management of the Customer is
situated as per the laws of that Country/State/District.

If any legal action or other legal proceeding relating to the performance
under this Agreement or the enforcement of any provision of this Agreement is
brought against either Party hereto, the prevailing Party shall be entitled to
recover reasonable attorneys' fees, costs and disbursements (in addition to
any other relief to which the prevailing Party may be entitled.

24. MISCELLANEOUS

(1) Any reference in this Agreement to gender shall include all genders,
and words importing the singular number only shall include the plural and vice
versa.

(2) There are no representations, warranties, conditions or other
agreements, express or implied, statutory or otherwise, between the Parties in
connection with the subject matter of this Agreement, except as specifically
set forth herein.

(3) The Parties shall attempt to resolve any disputes between them prior
to resorting to litigation through mutual understanding or a mutually
acceptable Arbitrator.

(4) This Agreement shall inure to the benefit of and be binding upon
Parent and the Customer as well as all respective successors and permitted
assigns.

(5) Survival: In the event of termination of this Agreement for any
reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13, 14, 16,
17, 18, 21, 22, 23, 24(3), 24(5), 24(7), 24(11), 25(2) and all Sections of
Appendix A, and all Sections of Appendix B, and all Sections of Appendix C and
any Sections covered separately under a Survival clause in any Customer
Product Agreement Extension shall survive..

(6) This Agreement does not provide and shall not be construed to provide
third parties (i.e. non-parties to this Agreement), with any remedy, claim,
and cause of action or privilege against Parent.

(7) The Customer, Parent, and its Service Providers are independent
contractors, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, and sales representative or employment
relationship between the parties.

(8) Further Assurances: Each Party hereto shall execute and/or cause to be
delivered to the other Party hereto such instruments and other documents, and
shall take such other actions, as such other Party may reasonably request for
the purpose of carrying out or evidencing any of the transactions contemplated
/ carried out, by / as a result of, this Agreement.

(9) Construction: The Parties agree that any rule of construction to the
effect that ambiguities are to be resolved against the drafting Party shall
not be applied in the construction or interpretation of this Agreement.

(10) Entire Agreement; Severability: This Agreement, which includes
Appendix A, Appendix B, Appendix C and each executed Customer Product
Agreement Extension constitutes the entire agreement between the Parties
concerning the subject matter hereof and supersedes any prior agreements,
representations, statements, negotiations, understandings, proposals or
undertakings, oral or written, with respect to the subject matter expressly
set forth herein. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, each Party agrees that such provision shall
be enforced to the maximum extent permissible so as to effect the intent of
the Parties, and the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby. If necessary to effect the intent of the Parties, the Parties shall
negotiate in good faith to amend this Agreement to replace the unenforceable
language with enforceable language that reflects such intent as closely as
possible.

(11) The division of this Agreement into Sections, Subsections, Appendices,
Extensions and other Subdivisions and the insertion of headings are for
convenience of reference only and shall not affect or be used in the
construction or interpretation of this Agreement.

(12) This agreement may be executed in counterparts.

(13) Language. All notices, designations, and specifications made under
this Agreement shall be made in the English Language only.

(14) Dates and Times. All dates and times relevant to this Agreement or its
performance shall be computed based on the date and time observed in the city
of the Registered office of the Parent

25. BREACH

In the event that Parent suspects breach of any of the terms and conditions of
this Agreement:

(1) Parent can immediately, without any notification and without assigning
any reasons, suspend / terminate the OrderBox Users' access to all Parent
Products and Services and the OrderBox.

(2) The Customer will be immediately liable for any damages caused by any
breach of any of the terms and conditions of this Agreement.

26. NOTICE

(1) Any notice or other communication required or permitted to be
delivered to Parent under this Agreement shall be in writing unless otherwise
specified and shall be deemed properly delivered when delivered to the legal
contact address specified in the Customer Control Panel or on the Parent
Website by registered mail or courier. Any communication shall be deemed to
have been validly and effectively given, on the date of receiving such
communication, if such date is a Business Day and such delivery was made prior
to 17:30 hours local time, and otherwise on the next Business Day.

(2) Any notice or other communication required or permitted to be
delivered to the Customer under this Agreement shall be in writing unless
otherwise specified and shall be deemed properly delivered, given and received
when delivered to contact address of the Customer in the OrderBox Database.

(3) Any notice or other communication to be delivered to any party via
email under this agreement shall be deemed to have been properly delivered if
sent in case of Parent to its Legal Contact mentioned in the Customer Control
Panel or on the Parent Website and in case of the Customer to their respective
email address in the OrderBox Database.

(4) Other than those notices mentioned in this agreement, Parent is NOT
required to communicate with the Customer in any respect about services
provided under this agreement. As a convenience to the Customer, Parent may
proactively send notices about aspects with regards to services rendered under
this Agreement, however these notices may be discontinued by Parent at
anytime.


APPENDIX 'A'
TERMS AND CONDITIONS OF OrderBox USAGE

This Appendix A covers the terms of access to the OrderBox. Any violation of
these terms will constitute a breach of agreement, and grounds for immediate
termination of this Agreement.

1. ACCESS TO OrderBox

(1) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily
suspend OrderBox Users' access to the OrderBox in the event of significant
degradation of the OrderBox, or at any time Parent may deem necessary.

(2) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make
modifications to the OrderBox from time to time.

(3) Access to the OrderBox is controlled by authentication information
provided by Parent. Parent is not responsible for any action in the OrderBox
that takes place using this authentication information whether authorized or
not.

(4) Parent is not responsible for any action in the OrderBox by a OrderBox
User

(5) OrderBox User will not attempt to hack, crack, gain unauthorized
access, misuse or engage in any practice that may hamper operations of the
OrderBox including, without Limitation temporary / permanent slow down of the
OrderBox, damage to data, software, operating system, applications, hardware
components, network connectivity or any other hardware / software that
constitute the OrderBox and architecture needed to continue operation thereof.

(6) OrderBox User will not send or cause the sending of repeated
unreasonable network requests to the OrderBox or establish repeated
unreasonable connections to the OrderBox. Parent will in its ABSOLUTE and
UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of
requests or connections.

(7) OrderBox User will take reasonable measures and precautions to ensure
secrecy of authentication information.

(8) OrderBox User will take reasonable precautions to protect OrderBox
Data from misuse, unauthorized access or disclosure, alteration, or
destruction.

(9) Parent shall not be responsible for damage caused due to the
compromise of your Authentication information in any manner OR any
authorized/unauthorized use of the Authentication Information.

(10) Parent shall not be liable for any damages due to downtime or
interruption of OrderBox for any duration and any cause whatsoever.

(11) Parent shall have the right to temporarily or permanently suspend
access of a OrderBox User to the OrderBox if Parent in its ABSOLUTE and
UNFETTERED SOLE DISCRETION suspects misuse of the access to the OrderBox, or
learns of any possible misuse that has occurred, or will occur with respect to
a OrderBox User.

(12) Parent and Service Providers reserve the right to, in their sole
discretion, reject any request, network connection, e-mail, or message, to, or
passing through, OrderBox

2. Terms of USAGE OF OrderBox

(1) Customer, or its contractors, employees, directors, officers,
representatives, agents and affiliates and OrderBox Users, either directly or
indirectly, shall not use or permit use of the OrderBox, directly or
indirectly, in violation of any federal, state or local rule, regulation or
law, or for any unlawful purpose, or to promote adult-oriented or "offensive"
material, or related to any unsolicited bulk e-mail directly or indirectly
(such as by referencing an OrderBox provided service within a spam email or as
a reply back address), or related to ANY unsolicited marketing efforts offline
or online, directly or indirectly, or in a manner injurious to Parent, Service
Providers or their Resellers, Customers and OrderBox Users, or their
reputation, including but not limited to the following -

(1) Usenet spam (off-topic, bulk posting/cross-posting, advertising in
non-commercial newsgroups, etc.)

(2) Posting a single article or substantially similar articles to an
excessive number of newsgroups (i.e., more than 2-3) or posting of articles
which are off-topic (i.e., off-topic according to the newsgroup charter or the
article provokes complaints from the readers of the newsgroup for being
off-topic)

(3) Sending unsolicited mass e-mails (i.e., to more than 10 individuals,
generally referred to as spamming) which provokes complaints from any of the
recipients; or engaging in spamming from any provider

(4) Offering for sale or otherwise enabling access to software products
that facilitate the sending of unsolicited e-mail or facilitate the assembling
of multiple e-mail addresses ("spamware")

(5) Advertising, transmitting, linking to, or otherwise making available
any software, program, product, or service that is designed to violate these
terms, including but not limited to the facilitation of the means to spam,
initiation of pinging, flooding, mailbombing, denial of service attacks, and
piracy of software

(6) Harassment of other individuals utilizing the Internet after being
asked to stop by those individuals, a court, a law-enforcement agency and/or
Parent

(7) Impersonating another user or entity or an existing
company/user/service or otherwise falsifying one's identity for fraudulent
purposes in e-mail, Usenet postings, on IRC, or with any other Internet
service, or for the purpose of directing traffic of said user or entity
elsewhere

(8) Using OrderBox services to point to or otherwise direct traffic to,
directly or indirectly, any material that, in the sole opinion of Parent, is
associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to
such material), is in violation of copyright law, or contains material judged,
in the sole opinion of Parent, to be threatening or obscene or inappropriate

(9) Using OrderBox directly or indirectly for any of the below activities
activities:

(1) Transmitting Unsolicited Commercial e-mail (UCE)

(2) Transmitting bulk e-mail

(3) Being listed, or, in our sole opinion is about to be listed, in any
Spam Blacklist or DNS Blacklist

(4) Posting bulk Usenet/newsgroup articles

(5) Denial of Service attacks of any kind

(6) Excessive use of any web service obtained under this agreement beyond
reasonable limits as determined by the Parent in its sole discretion

(7) Copyright or trademark infringement

(8) Unlawful or illegal activities of any kind

(9) Promoting net abuse in any manner (providing software, tools or
information which enables, facilitates or otherwise supports net abuse)

(10) Causing lossage or creating service degradation for other users
whether intentional or inadvertent.

(2) Parent in its sole discretion will determine what constitutes as
violation of appropriate usage including but not limited to all of the above.

(3) Data in the OrderBox Database cannot be used for any purpose other
than those listed below, except if explicit written permission has been
obtained from Parent: -

1. To perform services contemplated under this agreement; and

2. To communicate with Parent on any matter pertaining to Parent or its
services

(4) Data in the OrderBox Database cannot specifically be used for any
purpose listed below :-

1. Mass Mailing or SPAM; and

2. Selling the data







APPENDIX 'B'
CONFIDENTIALITY

The Customer use and disclosure of Confidential Information disclosed
hereunder are subject to the following terms and conditions: -

(5) With respect to the Confidential Information, the Customer agree that:

(1) The Customer shall treat as strictly confidential, and use all
reasonable efforts, including implementing reasonable physical security
measures and operating procedures, to preserve the secrecy and confidentiality
of, all Confidential Information received from Parent.

(2) The Customer shall make no disclosures whatsoever of any Confidential
Information to others, provided however, that if the Customer are a
corporation, partnership, or similar entity, disclosure is permitted to the
their officers and employees who have a demonstrable need to know such
Confidential Information, provided that the Customer shall advise such
personnel of the confidential nature of the Confidential Information and of
the procedures required to maintain the confidentiality thereof; and

(3) The Customer shall not modify or remove any confidentiality legends
and/or copyright notices appearing on any Confidential Information of Parent.

(6) The obligations set forth in this Appendix shall be continuing,
provided, however, that this Appendix imposes no obligation upon the Customer
with respect to information that:

(1) is disclosed with Parent's prior written approval; or

(2) is or has entered the public domain in its integrated and aggregated
form through no fault of the receiving party; or

(3) is known by the Customer prior to the time of disclosure in its
integrated and aggregated form; or

(4) is independently developed by the Customer without use of the
Confidential Information; or

(5) is made generally available by Parent without restriction on
disclosure.

(7) In the event the Customer is required by law, regulation or court
order to disclose any of Parent's Confidential Information, the Customer will
promptly notify Parent in writing prior to making any such disclosure in order
to facilitate Parent seeking a protective order or other appropriate remedy
from the proper authority, at the Customer' expense. The Customer agree to
cooperate with Parent in seeking such order or other remedy. The Customer
further agree that if Parent is not successful in precluding the requesting
legal body from requiring the disclosure of the Confidential Information, it
will furnish only that portion of the Confidential Information, which is
legally required.

(8) In the event of any termination of this Agreement, all Confidential
Information, including all copies, partial copies of Confidential Information,
copied portions contained in derivative works, in the Customer' possession
shall be immediately returned to Parent or destroyed. Within 30 (Thirty) days
of termination of this Agreement, the Customer will certify in writing, to
Parent the Customer' compliance with this provision.

(9) The Customer shall provide full voluntary disclosure to Parent of any
and all unauthorized disclosures and/or unauthorized uses of any Confidential
Information; and the obligations of this Appendix shall survive such
termination and remain in full force and effect.

(10) The Customer duties under this Appendix shall expire five (5) years
after the information is received or earlier, upon written agreement of the
parties.

(11) The Customer agrees that Parent shall be entitled to seek all
available legal and equitable remedies for the breach by either of the
Customer of all of these clauses in this Appendix at the cost of the Customer.




APPENDIX 'C'
PAYMENT TERMS AND CONDITIONS

1. ADVANCE ACCOUNT

(1) Prior to purchasing any Parent Products, the Customer shall maintain
an Advance Account with Parent.

(2) As and when, the Customer purchases Parent Products, the Customer's
Advance Account balance shall be reduced as per the then current pricing of
that Parent Product as mentioned in the Customer Control Panel or on the
Parent Website or during the ordering process.

(3) Parent shall maintain a record of Customer's Advance Account balance,
which shall be accessible by the Customer. If the Customer's Advance Account
balance is insufficient for processing any Order then that Order may not be
processed.

(4) The Advance Account will maintain the Customer Credit in both the
Accounting Currency and Selling Currency of the Parent's choice. Parent has
the right to modify the currency at anytime.

(5) Any negative balance in the Customer's Advance Account will be
immediately payable. If a Customer does not remedy a negative balance in their
account within 24 hours, Parent has the right to terminate this agreement with
immediate effect and without any notice. Upon such termination or otherwise
Parent shall continue to have the right to initiate any legal proceedings
against the Customer to recover any negative balance in the Customer's Advance
Account.

(6) Parent shall have the right to set-off any payment received from the
Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer against any
negative balance in the Customer's Advance Account.

(7) Any discrepancy, mistake, error in the credit / debit / amount in the
Customer Transactions / Advance Account maybe corrected by Parent at anytime

2. PAYMENT TERMS

(1) Parent will accept payments from the Customer only by means specified
in the Customer Control Panel

(2) Parent will credit all payments received to the Customers Advance
Account after deducting all bank charges, processing charges and any other
charges which Parent may choose to levy upon its sole discretion, within
reasonable time of receiving the credit in Parent's Account. The exchange rate
will be determined by Parent through a reasonable source. The exchange rate
determined by Parent shall be undisputable.

(3) It is the Customer's responsibility to provide the Customer Username
to Parent to be credited for the payment. The absence of the Customer Username
along with reasonable information will delay the corresponding credit to the
Advance Account.

(4) In the event that the Customer charges back a payment made via Credit
Card or the payment instrument sent by the Customer bounces due to Lack of
Funds or any other Reason, then

(1) Parent may immediately suspend OrderBox Users' access to the OrderBox

(2) Parent has the right to terminate this agreement with immediate effect
and without any notice.

(3) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete,
suspend, deny, cancel, modify, take ownership of or transfer any or all of the
Orders placed by the Customer, as well as stop / suspend / delete / transfer
any Orders currently being processed.

(4) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all
Orders placed by the Customer to any other Customer, or under Parent's
account.

(5) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy
reasonable additional charges for the processing of the Charge-back / Payment
Reversal in addition to actual costs of the same.

(6) Any negative balance in the Customers Advance Account shall become
immediately payable

(7) Parent shall have the right to initiate any legal proceedings against
the Customer to recover any such liabilities.

3. PRICING TERMS

(1) All pricing in this Agreement as well as every Customer Product
Agreement Extension refers to the price at which the Customer may Purchase the
corresponding Parent Product. This is excluding taxes, surcharges or any other
costs.

(2) Parent may at any time change the price of any Parent Product with
reasonable notification to the Customer.

4. REFUNDS AND REIMBURSEMENT TERMS

(1) All Clear Balance pending in the Advance Account maybe reimbursed
fully to the Customer, on request of the Customer. Such Request must be sent
to Parent in the manner prescribed by Parent.

(2) All bank charges applicable and a reasonable processing fee will be
deducted from this amount. All Refunds and Reimbursements will take up to 14
Business Days from the date of receipt of the request, to process.

(3) Parent will not be responsible for any differences in the
reimbursement amount due to Fluctuation in International Currency rates.
Parent will determine in its sole discretion appropriate conversion rates for
currency exchange

(4) Parent will not refund any amount that has already been debited to the
Customers Advance Account under any circumstances.