Internet Payment Solutions, Inc. Ultimate Game Card™

1. AGREEMENT

This Ultimate Game Card™ ("UGC" Agreement (the "Agreement") is entered into as of today's date (the "Effective Date") by and between Internet Payment Solutions, Inc. ("PayByCash"), a Virginia corporation with its principal place of business at 2020 Avon Ct, Suite 25, Charlottesville, VA 22902, USA, and the entity listed above ("Reseller") with its principal place of business at the address listed above. PayByCash and Reseller hereby agree that the following terms and conditions and those set forth in any exhibit(s) or amendment(s) attached hereto, or as may be mutually agreed upon in a separate writing(s) attached hereto at some future date, apply to the services and licenses specified herein and shall be binding on the parties. Reseller's purchase and PayByCash's delivery of PayByCash's Ultimate Game Cards shall be evidence of the Reseller's and PayByCash mutual acceptance of this Agreement and shall be effective as of the date and time PayByCash delivers UGC Codes to the Reseller. This Agreement will be binding upon the successors, subsidiaries, affiliates, employees, officers, directors, agents, subcontractors and legal representatives of the parties.

2. DEFINITIONS

2.1. "Business Day" means any weekday on which banks in the United States are open for business.

2.2. "Confidential Information" has the meaning set forth in Section 4.1.

2.3. "Customer" means the end-user, subscriber, purchaser, or other natural person or entity that uses (or could use) the PayByCash Service to redeem UGC Codes purchased from the Reseller.

2.4. "Dispute" means any claim, conflict, controversy, disagreement or dispute between the parties arising out of, or related in any way to, this Agreement (or any agreement, supplement or amendment contemplated by this Agreement), including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach (including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of this Agreement or any agreement contemplated by the Agreement).

2.5. "Member Agreement" means the form of the agreement available at the PayByCash Site, as amended from time to time by PayByCash, that is intended to be the binding legal agreement between a Customer and PayByCash that sets forth the terms and conditions under which the PayByCash Payment Options are available to Customer.

2.6. "Merchant Service" means any transaction (whether for a tangible or intangible good or service) offered or made available at, or otherwise enabled by, an Internet Merchant for the benefit of a Customer for which Merchant charges a fee to such Customer with said fee paid using a PayByCash Payment Option.

2.7. "Reseller Fees" mean those fees described in Exhibit A that PayByCash charges to Reseller in consideration of the performance by PayByCash of its obligations set forth in this Agreement.

2.8. "Reseller Mark" means Reseller's name and any one or more trademarks, logos, service marks, and/or copyrighted artwork or graphics related to the Reseller Services.

2.9. "Reseller Site" means the web site (and its constituent pages) displayed when a visitor accesses the uniform resource locator listed above.

2.10. "PayByCash Customer Account" means the account established internally by PayByCash for a particular Customer that PayByCash uses to offer, manage and deliver the PayByCash Payment Options to such Customer.

2.11. "PayByCash Mark" means PayByCash's name and any one or more trademarks, logos, service marks, and/or copyrighted artwork or graphics related to the PayByCash Payment Options.

2.12. "PayByCash Payment Option" means any of the non-credit card methods of payment made available through the PayByCash™ Service and used by a Customer to pay for a Merchant Service available to such Customer.

2.13. "PayByCash Site" means the web site available at the paybycash.com second level domain and any of its sub-domains.

2.14. "Restricted Nation" means any jurisdiction against which the United States maintains an embargo or other economic sanctions as enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control or other appropriate regulatory entity, as such embargoes or sanctions may be modified from time to time.

3. LICENSES AND INTELLECTUAL PROPERTY

3.1. License:

3.1.1. License to Reseller Marks: Subject to the terms and conditions of this Agreement, Reseller grants to PayByCash a non-exclusive, terminable, worldwide license to use the Reseller Marks strictly for purposes of promoting Reseller's acceptance as a vendor of the PayByCash Ultimate Game Card. Any use of the Reseller Marks by PayByCash shall be strictly in accordance with the applicable trademark guidelines of Reseller, which Reseller may amend in its sole discretion at any time by providing written notice to PayByCash. Except as expressly set forth in this Section 3.1.1, PayByCash shall have no other rights in the Reseller Marks. PayByCash shall not alter the Reseller Marks and shall indicate that the Reseller Marks, and any trademarks, logos or service marks of third parties, are owned by their respective owners. Reseller may monitor the usage by PayByCash of the Reseller Marks.

3.2. License to PayByCash Marks: Subject to the terms and conditions of this Agreement, PayByCash grants to Reseller a non-exclusive, terminable, worldwide license to use the PayByCash Marks strictly for purposes of promoting the authority of PayByCash to provide Customers with the ability to use the PayByCash Ultimate Game Card™ ("UGC") to pay for such Customers' access to a site or service that accepts the Ultimate Game Card or other PayByCash payment options. Any use of the PayByCash Marks by Reseller shall be strictly in accordance with the applicable trademark guidelines of PayByCash, which PayByCash may amend in its sole discretion at any time by providing written notice to Reseller. Except as expressly set forth in this Section 3.2, Reseller shall have no other rights in the PayByCash Marks. Reseller shall not alter the PayByCash Marks and shall clearly identify the PayByCash Marks as owned by PayByCash. PayByCash may monitor the usage by Reseller of the PayByCash Marks.

4. CONFIDENTIALITY

4.1. Confidential Information Defined.

Each party to this Agreement (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (including, without limitation, computer programs and other proprietary technology, data, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, product information such as pricing, descriptions or images, strategies and information), which to the extent previously, presently, or subsequently disclosed to the Receiving Party is considered the confidential information ("Confidential Information") of the Disclosing Party except as set forth in Section 4.2 and Section 4.3. Without limiting the generality of the foregoing, Confidential Information of any Disclosing Party includes any reports or documents created by the Receiving Party that include, summarize or otherwise describe to the Disclosing Party's Confidential Information disclosed hereunder, or any Derivative Works (defined below) created from the Disclosing Party's Confidential Information. For purposes of this Agreement, the term "Derivative Work" means any work of authorship fixed in a tangible medium that is based upon the Confidential Information such as any translation, abridgment, or condensation, or any other form in which the Confidential Information may be recast, transformed, or adapted. The Disclosing Party shall have sole and exclusive ownership of all right, title and interest in and to its Confidential Information, including all copyrights, patents and trade secrets pertaining thereto.

4.2. Identifying Confidential Information.

Notwithstanding Section 4.1, nothing will be considered Confidential Information of the Disclosing Party unless: (1) it is or was disclosed in tangible form and is conspicuously marked "Confidential," "Proprietary" or the like, (2) it is or was disclosed in non-tangible form, identified as confidential or proprietary at the time of disclosure and summarized in tangible form conspicuously marked "Confidential," "Proprietary" or the like within 30 calendar days of the original disclosure, or (3) identified as confidential or proprietary in this Agreement or in a subsequent agreement executed by the parties.

4.3. Exceptions to the Definition of Confidential Information.

Notwithstanding Section 4.1, the parties hereby agree that Confidential Information shall not be deemed to include information which qualifies as any of the following, and the party seeking to establish such an exception has the burden of proving it with written documentation:

4.3.1. Information that is or becomes publicly known through no wrongful act of the Receiving Party; or

4.3.2. Information that was in the public domain at the time it was disclosed to the Receiving Party; or

4.3.3. Information that is in the possession of or known to the Receiving Party as of the date of this Agreement (as demonstrated by documentary proof) or is or was rightfully received from a third party without any breach of this Agreement provided that such third party was not under a legal duty of confidentiality to the Disclosing Party related to such information at the time of such receipt; or

4.3.4. Information that is developed by Receiving Party independently of and without reference to any of Disclosing Party's Confidential Information or other information that Disclosing Party disclosed in confidence to any third party, or

4.3.5. Information that is approved for release by prior written authorization of the Disclosing Party.

4.4. Restrictions on Use of Confidential Information.

4.4.1. The parties hereby agree that all Confidential Information disclosed under this Agreement, unless written consent is otherwise granted by the Disclosing Party, shall be maintained in strict confidence by Receiving Party and shall be used solely in connection with performing its obligations as required by this Agreement. To the extent that the Receiving Party may be required to disclose Confidential Information pursuant to applicable laws, regulations or legal process requirements, the Receiving Party shall provide, if not prohibited by applicable law, Disclosing Party with prompt notice sufficient to enable Disclosing Party to seek from the appropriate authority a protective order or other appropriate remedy that will preclude or limit the scope of the disclosure of the Confidential Information. The Receiving Party and the Disclosing Party shall cooperate with one another in seeking such protective order or remedy, and each shall bear its own costs related thereto. If disclosure is not precluded or limited, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

4.4.2. Access to all Confidential Information shall be restricted to those employees in the Receiving Party's immediate organization, parent corporations, subsidiaries, etc. and other persons, such as consultants, attorneys and other advisers having a need to know to perform services specifically requested by one party or the other to fulfill the purpose of this Agreement, or other agreements that the parties may enter into. Such employees or persons shall be notified of the proprietary nature of such Confidential Information and shall agree to maintain the confidentiality of the Confidential Information on the same terms as the Receiving Party. Except as expressly permitted by this Agreement, the Confidential Information shall not be disclosed to any third party without the prior written consent of the Disclosing Party.

5. CERTAIN RIGHTS AND OBLIGATIONS OF RESELLER

5.1. Reseller's Operational Costs:

Except for the express obligations of PayByCash set forth in this Agreement, Reseller is solely responsible for all activities required by or otherwise related to the delivery of UGC Codes to Customers, updating and promoting the Reseller Service, including all information used in the Reseller Service, and for all fees, costs or other expenses related to such activities, including the taking and fulfillment of orders from Customers.

5.2. Direct To Customer:

Reseller attests that it shall deliver UGC Codes directly to Customers and that it shall not knowingly resell UGC Codes to 3rd parties who themselves intend to resell UGC Codes, nor shall Reseller use PayByCash or UGC Codes to fund stored-value accounts that can be used to purchase goods or services other than those provided on the PayByCash Site.

5.3. Fraudulent Transactions:

Reseller represents that none of the Reseller Services constitute, support, encourage or otherwise contribute to a transaction that Reseller knows or reasonably should know to be fraudulent or illegal. During the term of this Agreement, Reseller shall not offer any Reseller Services that constitute, support, encourage or otherwise contribute to a transaction that Reseller knows or reasonably should know to be fraudulent or illegal.

5.4. Full and Timely Performance:

During the term of this Agreement, Reseller shall deliver UGCs purchased by Customers immediately or within a time frame acceptable by the Customers.

5.5. Customer Experience:

Reseller shall be held accountable by PayByCash for providing satisfactory delivery of UGC Codes in accordance with Customer expectations. Resellers accumulating complaints by Customers that PayByCash decides, in its sole and inalienable determination, to have merit may have their UGC Codes forfeited and their ability to resell UGC Codes revoked, and this Agreement terminated by PayByCash.

5.6. Reseller Authentication:

Reseller understands and agrees that PayByCash may request additional information in connection with PayByCash's verification of Reseller's compliance with the representations contained at Section 7.2. Reseller agrees to cooperate with, and provide complete, accurate, and timely information as requested by PayByCash in connection with such verification process. While a request for such Reseller verification, which may include copies of Reseller's business license, articles of incorporation, and authentication of business owner(s) or Director(s) identity, and/or other documentation that PayByCash may need to meet Know-Your-Customer ("KYC") banking mandates or Anti-money-laundering ("AML") legislation or similar purposes, is outstanding, PayByCash may suspend Reseller's UGC Codes, with said suspension to be released within two (2) Business Days of PayByCash's receipt of the requested Reseller information. PayByCash and Reseller shall make reasonable commercial efforts to avoid instances of Customers holding suspended UGC Codes.

5.7. Compliance:

At all times during the term of this Agreement, Reseller shall comply, and shall not offer any Reseller Service that fails to comply, with any domestic, foreign or international law, rule, regulation or other restriction or any fiduciary or contractual relationship applicable to Reseller or the Reseller Service. Without limiting the generality of the foregoing sentence, Reseller shall not itself and shall not knowingly cause or knowingly permit a third party to resell UGC Codes.

6. CERTAIN OBLIGATIONS OF PAYBYCASH

6.1. PayByCash Services:

PayByCash shall provide Reseller with UGC Codes upon receipt of payment from Reseller and shall use commercially reasonable efforts to coordinate with the Reseller for delivery of UGC Codes to the Reseller. Subject to the completion of the obligations set forth in Section 6.1 and the exception set forth in Section 10.1, PayByCash shall provide Customers with the ability to use the PayByCash Payment Options, including UGC Codes, to pay for Merchant Services. PayByCash shall make reasonable efforts to disclose to Customers that the services that provide the Customer with the ability to pay for the Merchant Services using a PayByCash Payment Option is provided by PayByCash as an unaffiliated third party to Reseller and Merchant, and that payment inquiries or requests regarding the PayByCash Payment Options should be directed to PayByCash and not to Reseller.

6.2. Customer Accounts:

6.2.1. PayByCash Customer Account: PayByCash shall create and maintain PayByCash Customer Accounts in the course of performing its obligations under this Agreement and shall secure and/or credit the PayByCash Customer Accounts in accordance with the internal protocols established from time to time by PayByCash.

6.2.2. Banned Customer Accounts: PayByCash may deactivate, close or deny Customers the ability to pay via PayByCash, if PayByCash deems that acceptance of payment by the Customer violates the Terms of Service, or EULA, for the Merchant the Customer seeks to use, or if the Merchant has indicated the Customer may not use their Service, or if PayByCash determines that the payment may be fraudulent, illegal, or non-compliant with regulations or legislation governing the acceptance of payments online. In such cases, Reseller may coordinate with PayByCash to have a UGC code canceled and the amount paid for that code credited to the Reseller's account so that it may be applied toward the Reseller's next purchase.

6.2.3. Responsiveness To Customers: PayByCash shall use its best commercially reasonable efforts to provide customer service and support to Customers paying via UGC Codes.

7. LIMITED WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1. PayByCash Limited Warranties:

7.1.1. PayByCash represents and warrants that, at all times during the Term, PayByCash will use commercially reasonable efforts to confirm that the PayByCash Payment Options and any proprietary systems or software of PayByCash or of a third party that are utilized by PayByCash in making the PayByCash Payment Options available in accordance with this Agreement will be accurate and reliable in accordance with generally accepted industry standards. The sole and exclusive remedy available to Reseller for a breach of the warranty set forth in this Section 7.1.1 shall be to require PayByCash to cease accepting payments for Reseller Services using any PayByCash Payment Options identified by Reseller in writing as not in the best interest of Reseller or its Customers.

7.1.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE RESELLER SERVICE AND THE SERVICES PROVIDED BY PAYBYCASH IN ACCORDANCE WITH THIS AGREEMENT (INCLUDING ALL CONTENT, SOFTWARE, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THE PARTIES DISCLAIM ALL OTHER EXPRESS WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THEIR RESPECTIVE PRODUCTS, SERVICES OR SYSTEMS (1) WILL MEET THE REQUIREMENTS OF THE OTHER PARTY, (2) OPERATE IN COMBINATION WITH THE OTHER PARTY'S HARDWARE, SOFTWARE, SYSTEMS OR DATA, (3) WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT ANY INTERRUPTION OR ERROR WILL BE CORRECTED IN A TIMELY MANNER. THE PARTIES FURTHER DISCLAIM ALL IMPLIED WARRANTIES WITH RESPECT TO THEIR RESPECTIVE PRODUCTS, SERVICES OR SYSTEMS INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, RESELLERABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PAYBYCASH MAKES NO WARRANTIES AS TO THE LEGALITY OR SUITABILITY OF A CUSTOMER TO RECEIVE THE RESELLER SERVICES, THE ABILITY OF A CUSTOMER TO PAY FOR THE RESELLER SERVICES OR THE ADEQUACY OR TIMING OF PAYBYCASH'S RESPONSE TO INCOMING CALLS FROM THE RESELLER OR ITS CUSTOMERS.

7.2. Reseller's Representations and Warranties

7.2.1 Reseller represents and warrants that it is not, and at all times during the Term will not be, (i) an individual, business or organization located in a Restricted Nation; (ii) an individual, business or organization owned, controlled by or acting on behalf of any individual, business or organization located in a Restricted Nation; or (iii) a governmental entity in a Restricted Nation or any individual, business or organization acting on behalf of a governmental entity in a Restricted Nation, nor will it knowingly sell UGC Codes to any entities matching the above restrictions.

7.2.2 Reseller represents and warrants that neither it nor any of its owners, officers or directors currently is listed on, not at any point during the Term will be listed on, (i) the Denied Persons List maintained by the U.S. Department of Commerce; (ii) the Unverified List maintained by the U.S. Department of Commerce; (iii) the Entity List maintained by the U.S. Department of Commerce; (iv) the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department; or (v) the Debarred List maintained by the U.S. Department of State, as each list may be amended from time to time, nor will Reseller knowingly sell UGC Codes to any entity matching the above restrictions.

7.3. Limitation of Liability:

EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF ANY REPRESENTAITONS OR WARRANTIES CONTAINED IN SECTION 7.1 OR 7.2, THE PARTIES' ENTIRE LIABILITY RESULTING FROM THE OTHER PARTY'S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE THE PARTIES' ACTUAL, DIRECT DAMAGES AS MIGHT BE PROVABLE IN A COURT OF LAW, BUT NOT TO EXCEED THE AMOUNT PAID AND/OR OWED PURSUANT TO THIS AGREEMENT TO ONE PARTY BY THE OTHER PARTY PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS SET FORTH IN THIS SECTION 7.3, THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER FOR ALL CLAIMS WHATSOEVER ARISING OUT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, OR ANY ACT, EVENT, OR CIRCUMSTANCE AFFECTING THE PARTIES HERETO, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO PAYBYCASH BY RESELLER IN ACCORDANCE WITH THIS AGREEMENT DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE APPLICABLE CLAIM. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7.3 SHALL NOT APPLY WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATION UNDER SECTION 7.4 OR THE BREACH OF CONFIDENTIALITY OBLIGATIONS BUT OTHERWISE SHALL APPLY (i) REGARDLESS OF THE FORM OF CLAIM OR ACTION, (ii) WHETHER OR NOT DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE PARTIES BE LIABLE FOR: (i) ANY BILLING, COLLECTION, TECHNICAL, OR OTHER MISTAKES, OR ERRORS; OR (ii) CLAIMS, DEMANDS OR ACTIONS AGAINST RESELLER BY ANY OTHER PARTY OR BY CUSTOMERS, EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT.

7.4. Indemnification:

7.4.1. By Reseller. Reseller shall indemnify and hold harmless PayByCash and its stockholders, officers, directors, agents, employees, servants and assignees (each a "PayByCash Indemnitee") from and against all liability, claims, obligations, fines, liens, penalties, actions, losses, costs, damages, expenses and demands of whatever kind, including attorneys' fees and costs (collectively "Damages") as a result of a third party cause of action or other allegation that arises from, is based on, related to or is in connection with any of the following: (i) the breach, performance or lack of performance of this Agreement by, or the carelessness, negligence or improper conduct of, Reseller, Reseller's sub-contractors, and their respective employees and agents (each a "Reseller Representative"); (ii) damage to property of a PayByCash Indemnitee proximately caused by the acts or omissions of a Reseller Representative, except to the extent such claims and demands arise solely out of the gross negligence or willful misconduct of a PayByCash Indemnitee; (iii) any litigation to which a PayByCash Indemnitee becomes a party as a result of the acts or omissions of Reseller, except to the extent such litigation arises solely out of a breach by PayByCash of this Agreement or the gross negligence or willful misconduct of a PayByCash Indemnitee; (iv) any breach of any of the representations or warranties contained at Section 7.1.

7.4.2. By PayByCash. As long as Reseller is making good faith efforts to deliver purchased UGC Codes to Customers, PayByCash shall indemnify and hold harmless Reseller, Reseller's affiliates, principals, members, stockholders, officers, directors, agents, employees, servants and assignees (each a "Reseller Indemnitee") from and against all Damages as a result of a third party cause of action or other allegation that arises from, is based on, related to or is in connection with any of the following: (i) the breach, performance or lack of performance of this Agreement by, or the carelessness, negligence or improper conduct of, PayByCash and its employees and agents (each a "PayByCash Representative"); (ii) damage to property of Reseller proximately caused by the acts or omissions of PayByCash, except to the extent such claims and demands arise solely out of the gross negligence or willful misconduct of Reseller; or (iii) any litigation to which Reseller is a party as a result of the acts or omissions of PayByCash except to the extent such litigation arises solely out of Reseller's breach of this Agreement or the gross negligence or willful misconduct of Reseller.

7.4.3. Indemnification Procedure. The indemnified party's right to indemnification is conditioned upon the following: (1) prompt written notice to the indemnifying party of any claim for which indemnification is sought, provided that failure by the indemnified party to provide such notice shall not release the indemnifying party of its indemnity obligations hereunder, unless the indemnifying party is prejudiced by the indemnified party's failure to give such prompt notice; (2) providing control of the investigation, preparation, defense and settlement thereof to the indemnifying party; and (3) providing reasonable cooperation at the indemnifying party's request and expense, in the defense of the claim. The indemnified party shall have the right to participate in the defense of a claim by the indemnifying party with counsel of the indemnified party's choice at the indemnified party's expense. The indemnifying party shall not, without the express written consent of the indemnified party, settle or compromise any claim, or consent to the entry of any judgment that imposes any liability or obligation upon the indemnified party.

8. TERM AND TERMINATION

8.1. Term:

The term of this Agreement shall be for a period of twelve (12) months ("Primary Term") from the Effective Date. Following completion of the Primary Term, this Agreement shall renew automatically for successive one (1) year terms (each a "Renewal Term" and with the Primary Term, the "Term"), unless either party provides the other party with written notice of its intent not to renew at least 30 calendar days before the end of the then-current term.

8.2. Termination by PayByCash:

At any time after the end of the Primary Term, PayByCash may terminate this Agreement by providing the Reseller with 30 calendar days advance written notice. Notwithstanding the foregoing, termination on the grounds of default may be made at any time upon written notice, subject to a 10 calendar day right to cure any such default. "Default" means a material breach of an obligation under this Agreement.

8.3. Termination by Reseller:

At any time after the end of the Primary Term, Reseller may terminate this Agreement by providing PayByCash with 30 calendar days advance written notice. Notwithstanding the foregoing, termination on the grounds of default may be made at any time upon written notice, subject to a 10 calendar day right to cure any such default. "Default" means a material breach of an obligation under this Agreement.

8.4. Automatic Termination:

Notwithstanding anything to the contrary contained herein, this Agreement shall terminate automatically upon any breach of any of the representations and warranties contained at Section 7.2. In the event that Reseller purchases no UGC Codes from PayByCash for a period of six months, this Agreement shall automatically terminate.

8.5. Effect of Termination:

Upon termination by either party, Reseller shall be liable for all outstanding fees to PayByCash and PayByCash shall be liable for the purchase price of all unredeemed UGC Codes purchased by Reseller in excess of $200 (the "Refund Total"), with the Refund Total payable to Reseller within 30 days, less a 25% administrative UGC cancellation fee. Reseller must claim their refund by submitting their request in writing or other written means to PayByCash. Each party shall immediately remove from its displays and cease use of any icons and other trademarks or logos belonging to the other. Notwithstanding any notice of termination under Agreement, this Agreement shall remain effective with respect to any transaction occurring prior to such termination for a period of one year. Notwithstanding anything in this Agreement to the contrary, Sections 4, 7.3, 7.4, 8.5, 9 and 10 shall survive the expiration or termination of this Agreement for any reason.

9. DISPUTE RESOLUTION

9.1. Generally:

Mindful of the cost in time, energy and money of resolving a dispute by litigation, the parties agree that the sole and exclusive procedure for the resolution of a Dispute arising from this Agreement, other than a breach or anticipatory breach of Section 4, shall be as set forth in this Section 9.

9.2. Informal Negotiation:

The parties shall attempt in good faith to resolve promptly any Dispute not resolved in the regular course of business by informal negotiations between senior executives of the parties having direct responsibility within their respective organizations for the administration of this Agreement.

9.3. Formal Negotiation:

In the event that such informal negotiations do not result in resolution of the Dispute, either party may initiate further negotiations by delivery to the other of a written notice. Within ten (10) calendar days following the receipt of any such notice, the recipient party shall deliver to the initiating party a written response to the notice. Each such notice and response shall include the party's description of the Dispute (including any suggestions for the resolution of the Dispute), and designation of a senior executive who will represent the party in further negotiations, who shall have authority to resolve the Dispute on behalf of such party. The designated executives shall meet on at least one occasion (and may meet as often as they deem necessary), at a mutually acceptable time and place, and attempt in good faith to resolve the Dispute.

9.4. Arbitration:

In the event that, within thirty (30) calendar days following the initial written notice described in Section 9.3, the formal negotiation has not produced a resolution of the Dispute, either party may submit the Dispute to be resolved by arbitration by one arbitrator ("Arbitrator") in accordance with the then-current arbitration rules of the American Arbitration Association (or, if the parties mutually agree, the then-current arbitration rules of the International Chamber of Commerce), applicable law and the provisions of this Agreement. PayByCash shall have the sole discretion to appoint the Arbitrator; provided, however, that the Arbitrator (a) shall not be a current or former employee of PayByCash; (b) shall have sufficient expertise in the subject matter of the Dispute; and (c) shall not receive any payments from PayByCash except in accordance with the provisions of this Section 9.4. The Arbitrator shall not in any event award any damages excluded in Section 7.3. The cost of any arbitration shall be shared equally by the parties, but the Arbitrator shall be authorized to enter, as part of the award to any party, an amount equal to such party's attorneys' fees and other costs related to the arbitration. The Arbitrator may award equitable relief The Arbitrator's decision(s) shall be final and conclusively binding on the parties, and judgment upon such award may be entered in any court of competent jurisdiction. Unless otherwise agreed in writing by the parties, any arbitration of a Dispute shall be held in the Charlottesville, Virginia and shall be conducted in the English language. The decision of the Arbitrator may be enforced by the prevailing party, but only in the state or federal courts set forth in Section 10.5.

10. MISCELLANEOUS

10.1. Force Majeure:

Neither party nor their respective affiliates, subsidiaries, or subcontractors shall have liability for delays or damages due to: fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to obtain parts or supplies or network access, transportation facilities, fuel or energy shortages, acts or omissions of any common carrier or its agent (including the local exchange companies), or other causes beyond a party's control whether or not similar to the foregoing.

10.2. Assignment:

Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent to: (i) a subsidiary, affiliate, or parent company; (ii) any firm, corporation, or entity which the Party controls, is controlled by, or under common control with; (iii) any partnership in which the Party has a majority interest; or (iv) to any entity which succeeds to all or substantially all of the Party's assets relating to this Agreement whether by merger, sale or otherwise; provided, however, that notwithstanding any such assignment, the assigning Party shall remain liable for performance by the assignee under this Agreement.

10.3. Anti-Money-Laundering ("AML") and Know-Your-Customer ("KYC") Considerations:

Both parties shall employ commercially reasonable efforts to limit individual transaction amounts to USD $250 or an equivalent value in other currencies. Both parties shall employ commercially reasonable efforts to limit the total amount paid to PayByCash by any Customer to no more than USD $1000, or the equivalent amount in other currencies, in any one day period; and USD $10,000, or the equivalent amount in other currencies, in any 30-day period.

10.4. Entire Agreement; Modification and Waiver:

This Agreement and the Exhibit(s) attached hereto is the entire agreement between the parties concerning the subject matter, and supersedes all prior representations, promises, agreements and understandings in connection therewith. This Agreement shall not be modified, altered, changed or amended in any respect, except where initialed by both parties.

10.5. Notices:

Any notice required by this Agreement will be effective and deemed delivered three (3) Business Days after posting with the United States Postal Service when mailed by certified mail, return receipt requested, properly addressed and with the correct postage, one (1) Business Day after pick-up by the courier server when sent by overnight courier, properly addressed and prepaid or one (1) Business Day after the date of the sender's electronic confirmation or receipt when sent by facsimile transmission. Notices will be sent to the addresses or FAX numbers set forth in this Agreement, unless either party notifies the other in writing of an address or FAX number change.

10.6. Governing Law; Jurisdiction:

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA AND THE COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SUBJECT TO THE DISPUTE RESOLUTION PROCEDURES SET FORTH IN SECTION 9 OF THIS AGREEMENT, THE SOLE AND EXCLUSIVE JURISDICTIONS FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE COURT LOCATED IN CHARLOTTESVILLE, VIRGINIA OR FEDERAL COURT LOCATED IN RICHMOND, VIRGINIA.

10.7. Limitations Period:

ANY CAUSE OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CLAIM OR CAUSE OF ACTION ARISES.

10.8. Severability:

If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. The parties further agree that in the event such invalid or unenforceable portion is an essential part of this Agreement, they will immediately begin negotiations for a replacement.

10.9. Attorneys' Fees:

In any action related to this Agreement, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, all costs of the successful party, including the successful party's reasonable attorneys' fees.

11. ELECTRONIC SIGNATURE AND AGREEMENT

By clicking the checkbox next to the statement "I have read and agree to the Reseller Agreement", you have entered a legally binding contract with Internet Payment Solutions, Inc. ("PayByCash").