Background

A. Premier Products is engaged in the business of selling consumer electronics and related products as a distributor representing over 150 manufacturers.

B. Premier Products has created and maintains the EZDropship.com Product Database, an electronic database of products available to its customers, including a model number, short description, a photo, retail price and product purchase price for each such product.

C. Premier Products' EZDropship.com Product Database can be accessed through Premier Products Internet web site having a uniform resource locator (URL) of www.ezdropship.com.

D. Reseller acts as a jobber for Premier Products on an independent contractor basis.

E. Premier Products desires to provide Reseller with electronic access to the EZDropship.com Product Database, through the EZDropship.com Site, on the terms and conditions set forth in this Agreement.

Terms and Conditions

For the reasons described above, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Premier Products and Reseller hereby agree as follows:

1. Term. The term of this Agreement shall commence on the date that this Agreement is signed on behalf of Reseller (the "Effective Date") and shall continue until terminated pursuant to paragraph 13 below.

2. Access to Database, Premier Products shall provide Reseller with access to the Premier Products Product Database, to place orders for products described on the Premier Products Product Database, via the Internet. Premier Products hereby grants Reseller a nonexclusive license to utilize the Premier Products Product Database through the Premier Products Site for purposes of sales and marketing. Premier Products may allow the Reseller to interface the Premier Products site with the Reseller's Internet web site.

3. Limitations on Use of Database. Reseller acknowledges and agrees that Premier Products retains ownership of all rights, title and interest to the Premier Products Product Database (including all photographs or other images included on the Premier Products Product Database). Except as expressly provided herein, Reseller may not sell, license, sublicense, lease or otherwise transfer all or any portion of the Premier Products Product Database to any person. Reseller further acknowledges that Premier Products has a compilation copyright in the Premier Products Product Database and its contents and that certain content are separately copyrighted by others. Reseller agrees that it shall not take any actions that would violate or derogate from any of such copyrights, except as expressly authorized by this Agreement. Reseller further agrees not to remove any copyright, trade secret or other proprietary protection legends or notices from the Premier Products Product Database.

4. Pricing of Products. The price for products described on the Premier Products Product Database shall be Premier Products' standard wholesale price for such products. Premier Products may change such prices from time to time with or without notice.

5. Purchase of Products. The Reseller agrees to purchase products for orders received from the Premier Products Web exclusively from Premier Products.

6. Sale of Products by Reseller. Reseller shall have the nonexclusive right to sell products purchased from Premier Products anywhere. Reseller shall have sole discretion to determine the price at which it sells products to its customers. Neither Premier Products nor any of its agents or representatives, shall have any right to control or direct the details, manners or means by which Reseller sells products to its customers.

7. Initial Fee. Premier Products shall not charge an initiation fee or drop ship fee, start-up fee or any other fee for Resellers wishing to purchase products for personal or redistribution use.

8. Shipment. At Reseller's request, Premier Products shall drop ship products directly to Reseller's customers. Reseller will be charged freight for each order shipped. Freight will be prepaid for all orders. Reseller's will be charged freight in accordance with United Parcel Service shipping rates and standard practices, as communicated by Premier Products to Reseller in writing from time to time during the term of this Agreement.

9. Returns. All returns of products purchased from Premier Products hereunder shall be handled in accordance with Premier Products' standard practices, as communicated by Premier Products to Reseller in writing from time to time during the term of this Agreement.

10. Disclaimer of Warranties by Premier Products.

(a) PREMIER PRODUCTS, INT'L. DOES NOT GUARANTEE OR WARRANT THE ACCURACY OF THE CONTENTS OF THE PREMIER PRODUCTS PRODUCT DATABASE, OR MAKE ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE PREMIER PRODUCTS PRODUCT DATABASE.

(b) PREMIER PRODUCTS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCTS DESCRIBED ON THE PREMIER PRODUCTS PRODUCT DATABASE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitations of Liability. IN NO EVENT SHALL PREMIER PRODUCTS BE LIABLE TO RESELLER OR TO ANY THIRD PARTY FOR LOST PROFITS, LOST SAVINGS, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF (X) ANY PERSON'S USE OF OR INABILITY TO USE THE PRODUCTS PURCHASED BY RESELLER FROM PREMIER PRODUCTS, (Y) THE INABILITY OF RESELLER OR ANY THIRD PARTY TO ACCESS THE PREMIER PRODUCTS PRODUCT DATABASE, OR (Z) THE INACCURACY OF ANY INFORMATION CONTAINED IN THE PREMIER PRODUCTS PRODUCT DATABASE, EVEN IF PREMIER PRODUCTS, INT'L. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Assignment of Manufacturer's Warranties. Premier Products hereby assigns to Reseller all assignable warranties with respect to the products purchased by Reseller made to Premier Products by the supplier or manufacturer of such products. In the event that any products purchased by Reseller from Premier Products do not conform to any such warranties, Premier Products shall provide Reseller with reasonable assistance in making a claim against such supplier or manufacturer to either replace any nonconforming products or to credit the purchase price to the Reseller.

13. Termination of Agreement.

(a) Either party hereto may terminate this Agreement upon thirty (30) days prior written notice delivered to the other party.

(b) Either party hereto may terminate this Agreement by written notice to the other if the other party breaches or is in default of any material obligation hereunder and has not cured such default or breach within ten (10) days after receipt of a written notice of default or breach specifying the nature of such default or breach in reasonable detail.

(c) Premier Products may terminate this Agreement by written notice to Reseller if Reseller fails to pay for products ordered from Premier Products within the terms of Premier Products' invoices for such products.

(d) Either party hereto may immediately terminate this Agreement by written notice to the other if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occur with respect to a party, such party shall immediately notify the other party of its occurrence.

(e) The termination of this Agreement for any reason shall not affect the right of either party to seek damages from the other party with respect to the events giving rise to the termination of this Agreement.

(f) Upon the termination of this Agreement for any reason, all rights of Reseller with respect to the Premier Products Product Database shall terminate, and Reseller shall delete the contents of the Premier Products Product Database from any web site, hard drive, server or other computer storage device under its control.

14. Taxes. Reseller shall be solely responsible for (I) determining the appropriate types and amounts of taxes to be collected and remitted with respect to each sale of products to its customers (regardless of whether Premier Products drop ships such products directly to Reseller's customer), and (ii) calculating, collecting, and remitting all such taxes. Distributor represents and warrants that it shall ensure the proper and timely fulfillment of all such tax obligations and agrees to indemnify, defend and hold harmless Premier Products and its officers, directors, shareholders, employees, agents and affiliates, and their respective successors and assigns, from, against and in respect of, any liability, loss, cost, damage, expense or payment, including reasonable attorneys' fees and expenses, incurred or suffered by such person as a result of Reseller's failure to comply with the requirements of this paragraph 14. The provisions of the preceding sentence shall survive the termination of this Agreement for any reason.

15. General Provisions.

(a) Amendment. This Agreement may be amended or altered only by the mutual written agreement of Premier Products and Reseller.

(b) Governing Law; Venue. This Agreement shall be subject to, construed in accordance with, and governed by, the laws of the State of Florida. Each party consents and agrees that Hillsborough County, Florida, shall be the exclusive, proper, and convenient venue for any legal proceeding in federal or state court relating to this Agreement.

(c) Notice. Any notice given to any party pursuant to this Agreement shall be in writing and shall be deemed given when delivered by personal delivery or sent by registered or certified mail, return receipt requested, to Premier Products at the address listed above, or to Reseller at the address listed on the signature page to this Agreement. From time to time any party may change the address to which notice is to be sent pursuant hereto by sending a notice of such change in conformity with the foregoing requirements to the other party.

(d) Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective successors and assigns. Reseller shall not have the right to assign, delegate or otherwise transfer any duty or obligation to be performed by it hereunder to any person or entity, without the prior written consent of Premier Products, which consent shall not be unreasonably withheld.

(e) Integration. This Agreement supersedes all prior negotiations, agreements and understandings between the parties with respect to the subject matter hereof.

(f) Sever ability. In the event that any court of competent jurisdiction shall determine that any provision of this Agreement is invalid, such determination shall not affect the validity of any other provision of this Agreement, which shall remain in full force and effect and which shall be construed as to be valid under applicable law.

(g) Authorization. Premier Products and Reseller each hereby represent and warrant to the other that the undersigned officer of such party has the power and authority to execute and deliver this Agreement and that the execution and delivery of this Agreement by the undersigned officer of such party has been duly authorized by all necessary action on the part of such party.