1. This agreement shall remain in full force and effect for a period of one (1) year, beginning from the date of its on-line acceptance, which indicates the acceptance of the Terms and Conditions of this agreement by the Reseller. This agreement shall automatically be renewed for additional one-year periods, unless either party notifies the other party in writing of its desire to discontinue the agreement at least thirty (30) days prior to the expiration of a term of this agreement.

2. Reseller agrees to maintain a general awareness of available features and capabilities of the Starta Enterprise System (SES).

3. Starta Development, Inc. (Starta) retains all of its rights, title to, and ownership of all copyrights, trademarks, trade secrets, patents, and other intellectual property rights relating or applying to the Hardware or Software, herein referred to as "System" and any improvements or enhancements. Unless otherwise expressly set forth in this Agreement, Reseller has no right, title, or ownership interest in the System or any intellectual property relating to the System and shall not copy, reproduce, reverse engineer, decompile, disassemble, or otherwise use all or part of the System.

4. Reseller may not alter, modify or change the System, its packaging, or related materials without the prior written consent of Starta.

5. Reseller agrees to comply with Starta's reasonable requirements in connection with obtaining, maintaining, enforcing, or preserving any of Starta's trademarks, trade names, or other proprietary rights within the United States. However, only Starta has the right to enjoin any infringement or registration by a third party of the trademarks, trade names, or other proprietary rights.

6. Reseller agrees not to use the trademarks, trade names, or other marketing names of Starta, or any confusingly similar work or symbol, as part of Reseller's own name or the names of the products it markets without Starta's consent, which may be withheld at Starta's absolute discretion.

7. Reseller acknowledges that the System and all information relating to the business and operations of Starta that the Reseller learns in connection with this Agreement is valuable, confidential, and proprietary information of Starta. Reseller, for itself, its employees, contractors, consultants, and agents, agrees to (a) safeguard Starta's confidential information with the same degree of care that Reseller uses to protect its own confidential information; (b) maintain the confidentiality of this information; (c) not use such information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available this information to any third party without the written consent of Starta. Accordingly, in the event of any breach, Starta will be entitled to seek injunctive relief in addition to any other remedies that it may have at law or in equity.

8. Reseller agrees that it will not develop or co-develop System(s) and/or hardware that is identical or directly competes with Starta products and/or services during the period of the Agreement, and for a period of five (5) years after termination of Agreement.

9. Reseller agrees that any advertising of Starta products must be approved in advance, in writing, by Starta.

10. Starta agrees to compensate Reseller on the completion of requirements in the following matrix. Payments to Reseller will be provided within thirty (30) days after monies are received that are a direct result of marketing Starta services.

Requirements	Commissions
Reseller must introduce Starta Services to prospective developer Reseller must relay the value of using Starta to the prospect Reseller must properly notify Starta of prospect's contact information and specific interests Reseller must support Starta during the demonstration and negotiation period Referred organization must execute an agreement with Starta Service fees must be received from the client	30% of all service and licensing revenue collected during the first year
Reseller must be an Active participant in the Starta Development Reseller Program Reseller must introduce the Starta Reseller Program to a prospective Developer Consultant Reseller must properly notify Starta of the prospective reseller's contact information Prospective Reseller must properly register to participate in Starta's Reseller Program Service fees must be received for five (5) loaded and Active projects based on leads from referred Reseller	$400 Referral Fee Awarded only once per Referred Reseller

11. If under any circumstance a payment transaction for a Product or Service is reversed, the net amount of the reversal will be deducted from any outstanding balances due Developer Consultant.

12. Reseller shall be responsible for all taxes imposed by any federal, state, provincial or local governmental entity or any government entity in the Territory on the transactions contemplated by this Agreement.

13. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. The federal and state courts residing in Wake County, North Carolina, shall have jurisdiction over any claim brought under this Agreement, and the parties hereby consent to the personal jurisdiction of such courts.

14. In case any provision of this Agreement shall, for any reason, be held to be invalid, unenforceable, or illegal, such provision shall be severed from this Agreement, and such invalidity, unenforceability, or illegality shall not affect any other provisions of this Agreement.

15. In the event of any dispute between the parties arising out of this Agreement, the dispute shall be resolved by arbitration under the rules of the American Arbitration Association by an arbitrator agreed upon in writing by the parties. In the event the parties cannot agree upon the choice of an arbitrator, each party shall appoint one individual representative, and the two party representatives shall, between themselves, choose an arbitrator.

16. In the event of any dispute between parties arising out of this Agreement, the prevailing party shall be entitled to recover its attorney fees and costs.

17. Either party may terminate the relationship described herein at any time in written notice to the other if the other party fails to perform any material obligation contained herein and does not remedy the breach within thirty (30) days following receipt of such notice. Notices will be sent to the business contacts as specified during the on-line application to become a Starta Development Reseller by certified returned receipt mail and will be deemed delivered upon receipt.