VALUE ADDED RESELLER AGREEMENT

This AGREEMENT is made by and between Value Added Reseller (VAR) and Merchant Focus Processing INC., an Ohio Corporation (MFP). WHEREAS, MFP is engaged in the business of marketing electronic transaction processing services, and WHEREAS, MFP wishes to contract with VAR to provide merchant referral services, and WHEREAS, VAR wishes to provide MFP with merchant referral services

NOW THEREFORE, in consideration of the mutual promises contained herein, IT IS AGREED as follows:

1. ENGAGEMENT AND OBLIGATIONS OF VAR. VAR agrees to solicit merchant referrals from its existing and future account base, to subscribe to the services provided by MFP upon the terms and conditions set forth herein.

1.1 VAR will list MFP on its preferred vendor list to all registered end users as a provider of bankcard services.

1.2 When appropriate, VAR will include in its mailings to all of its customers material provided by MFP, relating to services provided by MFP subject to approval by VAR.

1.3 Except as otherwise provided herein or in the written policies and procedures of MFP, VAR may refer any eligible merchant, who does not have an existing contract for bankcard processing services with MFP and is an existing or future customer of VAR.

1.4 In soliciting merchant referrals, VAR shall use only materials supplied by or approved by MFP, including but not limited to web site marketing, business cards, letter- head and promotional, advertising or recruiting materials, and shall offer only terms and conditions authorized by MFP. All procedures and marketing activities used to solicit merchant referrals shall be approved by the President or an authorized Vice President of Merchant Focus. Such acceptance shall be presumed unless VAR is notified in writing of such non-acceptance within ten (10) days after receipt by MFP of the proposed materials. This is a Non-exclusive agreement.

1.5 VAR agrees to comply with all policies and procedures of MFP relating to the solicitation of merchant referrals. MFP agrees to provide such policies and procedures in writing to VAR and to give VAR prompt written notice of changes thereto.

1.6 VAR shall be responsible for obtaining and providing to MFP merchant contact information to be considered a qualified referral. VAR may also refer prospective mer- chants to an online application specifically assigned to VAR by MFP. VAR agrees that all proposed merchant referrals are subject to acceptance and approval by MFP and the acquiring financial institution(s) ("Bank(s)") and that no merchant contract submitted as a result of a referral shall be final and binding unless accepted by MFP and the Bank(s). VAR shall not directly accept any bank fee funds from any merchant referred to MFP. Such acceptance shall be presumed unless VAR is notified in writing of such non-acceptance within twenty (20) days after receipt of the completed Merchant file.

1.7 VAR agrees to indemnify and hold harmless MFP, its officers, directors, employ- ees, successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions, suits, costs, damages, settlements, fees, including attorneys fees, and obligations of any kind, type and description whatsoever, brought or imposed upon MFP, its officers, directors, employees, successors or assigns, jointly or severally relating to or arising out of any fraud, misrepresentation or wrongdoing by VAR in connection with the performance of this Agreement. This indemnity survives any termination of this Agreement. Further, MFP agrees to indemnify and hold
 harmless VAR, its officers, directors, employees, successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions, suits, costs, damages, settlements, fees, including attorneys fees, and obligations of any kind, type and description whatsoever, brought or imposed upon MFP, its officers, directors,
 employees, successors or assigns, jointly or severally relating to or arising out of any fraud, misrepresentation or wrongdoing by MFP in connection with the performance of this Agreement. These indemnities survive any termination of this Agreement.

1.8 VAR shall not submit to MFP any merchant referral that contains any information known by VAR to be false or misleading, or for a merchant referral known by VAR to be ineligible for such contract under the written policies and procedures of MFP.

1.9 VAR shall abide by all Rules of the Card Associations (Visa U.S.A., Inc., Visa International, Inc., MasterCard International Inc. or any other card issuer that provides cards accepted by merchants under the Merchant Processing Agreement). Violation of such Rules shall constitute cause for termination. VAR shall indemnify and hold harm- less MFP and Bank(s)from any fine or penalty imposed by any Card Association by rea- son of a violation of the Rules by VAR. Further, MFP shall abide by all Rules of the Card Associations (Visa U.S.A., Inc., Visa International, Inc., MasterCard International Inc. or any other card issuer that provides cards accepted by merchants under the Merchant Processing Agreement). Violation of such Rules shall
 constitute cause for termination. MFP shall indemnify and hold harmless VAR from any fine or penalty imposed by any Card Association by reason of a violation of the Rules by MFP. Such rules are available upon request from the Card Associations.

2. CONFIDENTIALITY. VAR agrees that it or any of its employees or affiliates, will not voluntarily divulge or disclose and will hold in confidence any and all proprietary information with respect to MFP's business, including but not limited to reports, merchant lists, operating procedures, compensation reports or schedules, pricing models, product information, price lists, rate structure, software design, training and sales support materials of which VAR acquires knowledge during the term of this Agreement, whether in written or oral form (the "Information"). Without MFP's prior written consent, VAR agrees not to use the Information for any purpose other than the performance of the services to be performed under this Agreement. The foregoing restrictions with respect to the Information shall not apply to any Information that (a) is now or hereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, in violation of the terms hereof, (b) was available to VAR on a non-confidential basis prior to its disclosure, (c) becomes available to VAR on a non-confidential basis from a source other than MFP, which source was not itself bound by a confidentiality agreement or a legal duty to maintain confidentiality, or (d) is disclosed pursuant to any legal requirement or in connection with any legal process. The provisions of this paragraph shall survive the termination of this Agreement.

3. OTHER AGREEMENTS. VAR represents to MFP that the referral by VAR of any other VAR or merchant referrals to enter into merchant processing agreements with MFP and the execution of such agreements is not prohibited by or in breach or violation of any agreement to which VAR is a party and is not in breach of any obligation or duty owed to any other person or entity. VAR shall indemnify and hold harmless MFP, its officers, directors, employees, agents, successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions, suits, costs, damages, settlement, fees, including attorney's fees, and obligations of any kind, type and description whatso- ever, brought or imposed upon MFP, its officers, directors, employees, agents, successors and assigns, jointly or severally, relating to or arising out of the solicitation of any mer- chant referral in breach or violation of any agreement to which VAR is a party. Further, MFP represents to VAR that the obligations imposed by this agreement are not prohibited by or in breach or violation of any agreement to which MFP is a party and is not in breach of any obligation or duty owed to any other person or entity. MFP shall indemnify and hold harmless VAR, its officers, directors, employees, agents, successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions, suits, costs,

damages, settlement, fees, including attorney's fees, and obligations of any kind, type and description whatsoever, brought or imposed upon VAR, its officers, directors, employees, agents, successors and assigns, jointly or severally, relating to or arising out of the solicitation of any merchant referral in breach or violation of any agreement to which
 MFP is a party.

4. NON-SOLICITATION. In consideration for the compensation provided for here- in, without the prior written consent of MFP, VAR shall not knowingly, whether or not for compensation, engage in any business activity (whether as an employee, proprietor, officer, director, agent, trustee, partner or creditor lending money for the purpose of establishing or operating any such business) that (a) induces or attempts to induce, directly or indirectly, any merchant to induces or attempts to induce, directly or indirectly, any mer- chant to modify or terminate such merchant's business association with MFP or (b) interferes with, disrupts or attempts to disrupt any present business relationship, contractual or otherwise, between MFP and any merchant, client, supplier, consultant, agent or employee of MFP. The provisions of this paragraph shall last for 2 years following termination of this Agreement.

5. REMEDIES. The parties acknowledge that any disclosure of the Information or breach of the Non-Solicitation provisions will cause immediate, irreparable and continuing damage to MFP for which there is no adequate remedy at law. Consequently, the par- ties acknowledge and agree that in the event of any breach or violation or threatened breach or violation of the Confidentiality provisions of paragraph 3 and Non-Solicitation provisions of paragraph 4 of this Agreement, MFP and its successors and assigns shall be entitled to temporary, preliminary and permanent injunctive relief and restraints enjoining and restraining such breach or violation or threatened breach or violation and such other legal and equitable remedies as may be provided by applicable law (without the necessity of posting any bond or other security), including damages, costs of suit and attorney's fees.

6. COMPENSATION. MFP agrees to pay to VAR for services performed under this Agreement the following:

6.1 A referral fee equal to Thirty Percent (30%) residual fee of revenue generated by the monthly fees and monthly MasterCard and Visa volume of a merchant who has been approved for and entered into a merchant processing agreement with MFP. As used here- in, revenue shall mean the fees actually collected from the merchant for all processing, less the costs of interchange, dues and assessments, chargeback’s, bank fees and service provider fees, security fees and reserve fees. Referral fees shall be calculated monthly from reports furnished to MFP by Bank(s) and shall be paid to VAR no later than the 30th of the following month. Referral fee payments shall be accompanied by a compensation report showing the volume, average ticket and referral fees earned for each merchant. Referral fees shall be paid during the term of this Agreement for each merchant referred to a contract with MFP obtained by VAR. This referral fee shall be paid only on mer- chant contracts that are obtained as a result of merchant referrals generated by VAR, and are customers of VAR.

6.2 MFP will not change its fee structure unless their supplier, service, or interchange dues and assessments cost structure is changed.

6.3 MASTER VAR REFERRAL OPPORTUNITY and MASTER VAR REFERRAL COMPENSATION

6.4 MFP provides compensation to reward VARs for referring to MFP other direct Value Added Resellers. MFP MASTER VAR must utilize the MASTER VAR PORTAL and/ or notify MFP in writing of VARs it has referred to MFP. MFP agrees to pay to MASTER VAR for referral services performed under this Agreement the following:

6.5 A referral fee equal 10% of the revenue paid to all VARs participating and referred by Master VAR. This is equal to a referral fee of Ten Percent (10%) of the TOTAL revenue generated by the monthly fees and monthly MasterCard and Visa volume of the merchants of referred and signed VARS who have been approved for and entered into a merchant processing agreement with MFP and its Bank(s). As used herein, revenue shall mean the fees actually collected from the merchant for all processing, less the costs of interchange, dues and assessments, chargebacks, bank fees and service provider fees, security fees and reserve fees. Referral fees shall be calculated monthly from reports furnished to MFP by Bank(s) and shall be paid to MASTER VAR no later than the 30th of the following month. Referral fees shall be paid during the term of this Agreement for each merchant referred to a contract with MFP obtained by the signed VARs referred by MASTER VAR. This referral fee shall be paid only on merchant contracts that are obtained as a result of merchant referrals generated by said VAR, and are customers of said VAR.

6.6 MFP reserves the right in its sole and exclusive discretion to change its merchant fee schedule, equipment prices, processing methods and to terminate merchant, VAR and MASTER VAR contracts pursuant to their terms.

7. TERM AND TERMINATION. The term of this agreement shall be for three (3) years and automatically renew at the 3 year anniversary of this contract, unless written notice of intent not to renew is given by either party not less than 30 days prior to the end of any term. This Agreement may be terminated by either party with or without cause, by giving thirty (30) days written notice. Should such termination occur both parties agree to mediation, in an attempt to reconcile all differences before final termination shall take affect. In the event of mediation, the party requesting the mediation shall be responsible for all costs associated with such mediation.

7.1 In addition to any other provisions specified herein, MFP shall have the right in its sole and absolute discretion to terminate this Agreement for cause in any of the following circumstances: (a) material breach of this Agreement, (b) any act of fraud or dishonesty in connection with the performance of this Agreement, (c) conduct inimical to the best interests of MFP, (d) execution of an assignment for the benefit of creditors, or (e) filing of any petition under the United States Bankruptcy Code. Upon termination for cause MFP shall have no further obligation to pay referral fees.

7.2 In the event that VAR voluntarily terminates this Agreement at any time, MFP shall pay VAR all Compensation due hereunder for the life of the merchant account contracts.

7.3 Upon termination of this Agreement by either party, with or without cause, VAR shall promptly return to MFP all equipment, sales literature and all documents and mate- rials supplied by MFP. MFP shall have no obligation to pay any further referral fees until it has received all such equipment and materials.

8. GOVERNING LAW. This Agreement will be governed by and construed under, and the legal relations between the Parties hereto will be determined in accordance with, the laws of the State of Ohio, without regard to choice of law rules. The parties hereby consent to the exclusive jurisdiction and venue of the courts of the State of Ohio or to any Federal Court located within the State of Ohio.

9. NOTICES. All payments, notices, requests, demands and other communications required or permitted to be given under this Agreement shall be given in writing by United States mail, postage prepaid to the parties at the address set forth below or to such other place or places as either party hereto shall designate by written notice to the other. MFP

Merchant Focus Processing INC.

33 McAlister Farm Rd. Suite 200

Portland, ME 04103

Such notice shall be effective as of the date of mailing.

10. ENTIRE AGREEMENT. This Agreement, together with any supplements, addenda, amendments, modifications or attachments, comprises the entire agreement be- tween the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Each party acknowledges that no representations, inducements, promises, warranties or agreements have been made by any party, or anyone acting on behalf of any party, other than those set forth in this Agreement.

11. SEVERABILITY. In the event that any portion of this Agreement is found to be void, illegal or unenforceable, the validity and enforceability of any other portion shall not be affected. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

12. AMENDMENTS AND WAIVERS. This Agreement may be modified, amended or supplemented only by a written instrument duly executed by the parties hereto. No covenant, term or condition, or the breach thereof, shall be deemed waived, unless it is waived in writing and signed by the party against whom the waiver is claimed. The waiver by either party of a breach of any covenant, term or condition shall not operate or be construed to be a waiver of any preceding or subsequent breach thereof.

13. VENUE. Any suit, action or proceeding arising out of or relating to this Agreement shall be brought only in the Superior Court in the Franklin County, Ohio or the United States District Court for the District which includes Franklin County, Ohio and VAR hereby agrees and consents to the personal and exclusive jurisdiction of said courts over it as to all suits, actions and proceedings arising out of or related to this Agreement, and VAR further waives any claim that such suit, action or proceeding is brought in an improper or inconvenience forum. For purposes of any such suit, action or proceeding, the parties agree that any process to be served in connection therewith shall, if delivered, sent or mailed to the other party at the addresses below, which may be changed from time to time and each party shall notify the other party of any such change.

14. ARBITRATION. Any legal controversy or legal claim arising out of or relating to this Agreement shall be settled by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be con- ducted in Columbus, Ohio as the parties to this agreement agree to be governed by the laws of Ohio. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Ohio necessary to protect the rights or property of party pend- ing the completion of arbitration. The prevailing party from arbitration shall be entitled to reasonable attorney’s fees, which shall be set forth by the arbitrator(s). The decision of the arbitrator shall be final and binding on the parties. The parties shall bear equally all fees, costs and expenses of the arbitration, and each party shall bear its own legal expenses, attorneys fees, and costs of all experts and witnesses, provided, however, the arbitration panel may apportion between the parties, as said arbitrator may deem equitable, the cost incurred by either party.

Should either party file an action contrary to this provision, the other party may recover attorneys‚ fees and costs up to one thousand (1000) dollars.

15. LIMITATION OF LIABILITY. EXCEPT AS STATED IN THE FOLLOWING SENTENCE, THE PARTIES HERETO SHALL NOT BE LIABLE FOR ANY INDI- RECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES. EACH PARTY SHALL BE LIABLE FOR AND AGREES TO INDEMNIFY AND HOLD THE OTHER HARMLESS FROM ANY AND ALL LIABILITY, EXPENSES (INCLUDING REASONABLE ATTORNEY‚S FEES), COSTS, DAMAGES, SETTLEMENTS, OR OBLIGATIONS RESULTING FROM THE RECKLESS OR WILL- FUL MISCONDUCT OF EITHER PARTY OR THAT OF ITS EMPLOYEES OR AGENTS OR FOR ITS OBLIGATIONS UNDER OR BREACH OF THE CONFIDENTIALITY OR INDEMNIFICATION CLAUSES HEREIN. NO ACTION ARISING OUT OF THE PERFORMANCE UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO YEARS AFTER SUCH CAUSE OF ACTION OCCURS, EXCEPT THAT AN ACTION FOR NONPAYMENT MUST BE BROUGHT WITHIN ONE YEAR OF THE DUE DATE OF THE LAST PAYMENT.

16. WARRANTY. VAR shall not extend to customers warranties or guarantees in the name of MFP or which would bind MFP with respect to the performance, design, quality, merchantability, non-infringement or fitness for a particular purpose of the Services.

17. SURVIVAL. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely ownership, confidentiality/non-dis- closure, warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

18. FORCE MAJEURE. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, strikes, unavailability of material, telecommunications failure, any failure of a Third Party Provider to supply goods or services associated with or comprising a Resell Service, shortages of or failure to deliver hardware and/or software not attributable to an act or failure to act of the Party seeking the protection of the force majeure or any other cause beyond the reasonable control of such Party ("Force Majeure"), provided that such Party gives the other Party written notice thereof promptly, and, in any event, within fifteen (15) days of discovery thereof. In the event of such a Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure but not in excess of sixty (60) days.

19. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

20. REMEDIES CUMULATIVE. Except to the extent specifically provided other- wise in this Agreement, all remedies provided for hereunder, including, without limitation, the right to terminate this Agreement and all of the remedies provided by law, shall be deemed cumulative and non-exclusive.