RESELLER AGREEMENT BETWEEN

SOFTWARE INCUBATORS, INC. & _______________________________

This agreement is made on _______ 20___ (date) by and between Software Incubators, Inc., a California corporation (the "COMPANY"), and _______________________________, with its principal place of business at ______ ______, ______, ______ ______ ("RESELLER") concerning the COMPANY'S grant to RESELLER of rights to resell the COMPANY'S Financial Services specified in Appendix A, referred to herein as the "SERVICE(s)."

For good and valuable consideration received by each party from the other, including entry into this Agreement and the covenants hereof, the parties AGREE:

1. GRANT AND BEST EFFORTS

1. The COMPANY designates RESELLER as a non-exclusive RESELLER for the SERVICE(s) as defined in Appendix A, and for the term and conditions set forth herein.
    
2. This grant does not include any right to otherwise utilize the SERVICE(s) or information relating to it nor any right to reproduce the SERVICE(s) or to make and/or sell variations or derivative works of the SERVICE(s) . Sole ownership of copyrights, trademarks and other intellectual and proprietary rights to the SERVICE(s) shall remain in the COMPANY.
    
3. RESELLER accepts the grant, in the scope limited herein, and agrees to use its best efforts to communicate the features, benefits, and pricing and availability of the SERVICE(s) to potential customers in RESELLER's ordinary course of business and to use its best effort to market and sell the SERVICE(s).

2. PRICE, ORDERS, PAYMENTS

1. RESELLERŐs customers shall submit online (internet) registration for SERVICE(s) to the COMPANY at the company's website www.softwinc.com. All online orders submitted to the COMPANY shall be subject solely to the terms of this agreement, and any preprinted terms on any purchase online order form used for the convenience of RESELLER shall not alter or amend the terms of this agreement. The COMPANY will use its best efforts to accommodate service provision as requested by RESELLER.
    
2. Pricing packages shall be as set forth in Appendix B hereto. COMPANY reserves the right to amend or change pricing at any time.
    
3. RESELLER shall receive a commission for each customer referred to COMPANY based upon the following schedule:

Reseller Dealer’s Discount Rate Table:

Number of Currently Active Referred Accounts	Reseller’s Commission
1 - 49*	25%
50 +	30%
* Commissions will be considered payable after ten (10) full accounts have been referred by reseller

 

4. The payment obligations stated in this agreement are exclusive of any Real Time Fees for Professional or Non-Professional Use of the SERVICE (as determined by the SEC), licensing or use of the SERVICE(s). Commission structures are calculated on base packages only (see Appendix A) with current pricing. Optional additions to the SERVICE(s) shall not be comprehended in commission remittance as delineated in Appendix A.
    
5. Monthly fees for referred accounts will be charged within the first week of the month at a prorated rate. The COMPANY may discontinue service for non-payment or unauthorized use of SERVICE (s) within 30 days.
    
6. Subscription procedures: The COMPANY shall issue to RESELLER a unique Promotion ID. Any customer who enters this Promotion ID when completing the online subscription form shall be considered referred by the RESELLER. Furthermore the COMPANY shall generate a unique HTML link code that the RESELLER can place on their website. Any customer who follows that link shall have an HTML cookie set with the RESELLER’S Promotion ID. When the customer views the subscription form the COMPANY shall look for this Promotion ID cookie and automatically insert the RESELLER’S Promotion ID into the subscription form.
    
7. The COMPANY shall issue to RESELLER a unique Member ID and password. The RESELLER may use these values to access the RESELLER’S specific page within the COMPANY’S website. The RESELLER page shall list all accounts currently active that were referred by RESELLER. The RESELLER may also directly subscribe a new member from a link on the RESELLER page.
    
8. Billing procedures: The COMPANY shall produce a report at the end of each calendar month listing all active accounts referred by the RESELLER, the amount billed for each account and the commission amount due to the RESELLER.
    
9. The COMPANY shall note on the report if it was unable to collect subscription fees from any customers referred by RESELLER. The COMPANY shall exclude commission payment on any such uncollected fees.
    
10. The COMPANY shall remit payment to RESELLER within 20 business days following the end of the calendar month in which the commissions where earned.
     

3. COPYRIGHTS & TRADEMARKS

1. RESELLER may use the copyrights and trademarks of Software Incubators, Inc./StockBoss Services, its SERVICE(s) and any third party licensor in connection with the advertising and display of the SERVICE(s). RESELLER shall use and display the trade marks, service marks and trade names of the COMPANY and such third party licensor(s) in such manner as to exclude any doubt of the exclusive property rights of the COMPANY and any third party licensor(s).
    
2. Software Incubators, Inc. and StockBoss™ Family of Services are trademarks of Software Incubators, Inc. Nothing herein shall grant RESELLER any right, title or interest in SWI Trademarks. RESELLER acknowledges that, subject only to the licenses specifically granted herein, all rights, title, and interest in Licensed SERVICE(s) provided to that RESELLER is the property of the COMPANY or its suppliers. RESELLER ACKNOWLEDGES THAT THE LICENSED SERVICE(s) APPLICATION IS COPYRIGHTED AND THAT RESELLER MAY NOT REPRODUCE ANY COPIES OF THE LICENSED SERVICE(s) APPLICATION EXCEPT TO PROVIDE INSTALLTION ONTO CUSTOMER’S WIRELESS DEVICE. RESELLER is expressly prohibited from reverse engineering, reverse assembling, or decompiling of the Licensed SERVICE(s)/APPLICATION for any purpose whatsoever.

4. WARRANTY AND INDEMNIFICATION

1. RESELLER agrees to indemnify and hold SWI harmless from and against any and all claims, actions, costs, losses, or liabilities based upon or arising out of RESELLER's use of its SERVICES.
    
2. RESELLER shall indemnify, hold harmless and defend SWI and its customers from and against any and all suits, actions, damages, costs, losses, expenses, including settlement awards and reasonable attorney's fees, and other liabilities arising from use of its SERVICE(s).

5. LIMITATION OF LIABILITY, NO WARRANTY

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SWI DOES NOT MAKE ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. AS A MATERIAL PART OF THE CONSIDERATION GIVEN AND RECEIVED UNDER THIS AGREEMENT, SWI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN ANY WAY RELATING TO USE BY RESELLER OR ITS EMPLOYEES OF SERVICES RECEIVED, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN

6. CONFIDENTIALITY

1. From and after the date of this Agreement, termination or expiration notwithstanding, RESELLER shall retain in confidence, and shall not use or disclose, any and all information marked as "Confidential" or "Proprietary Information" by the COMPANY, unless the information sought to be disclosed or used (i) is publicly known at the time of its disclosure to RESELLER, (ii) is lawfully received by RESELLER from a third party not bound in a confidential relationship to the COMPANY, (iii) is published or otherwise made known to the COMPANY, (iv) was already known by RESELLER before its receipt from the COMPANY.
    
2. Without limiting the scope of Section 6(a), each party further agrees not to disclose to any third party information regarding this Agreement or information concerning operations, business plans, pricing, sales clients or other proprietary or confidential information without advance written approval of the other party.

7. EXPIRATION & TERMINATION

This Agreement shall have a term of one year from the date hereof and will be automatically renewed for one (1) year terms. Either party may terminate this Agreement at any time on thirty (30) days written notice for material breach, unless the said breach is corrected within the said thirty (30) days, or upon sixty (60) days' written notice at any time without cause. The COMPANY may terminate this Agreement immediately if RESELLER shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets, or shall avail itself of or become subject to any proceeding under the Federal Bankruptcy Act or any other federal or state statute relating to insolvency or the protection of rights of creditors. In the event of termination or non-renewal for any reason, neither party shall be liable to the other because of such termination or non-renewal, for compensation, reimbursement or damages on account of loss of prospective profits or anticipated sales, or on account of expenditures, inventories, investments, leases, or commitments in connection with the business or good will of RESELLER, or COMPANY.

8. COMPLIANCE WITH LAW

RESELLER shall comply with all applicable laws, ordinances, rules and regulations, and RESELLER shall obtain any and all permits, licenses, authorizations, and/or certificates that may be required in any jurisdiction or any regulatory or administrative agency in connection with the sale, use and/or operations of the SERVICE(s).

9. MARKETING ACTIVITIES

1. RESELLER is responsible for promoting the SERVICE(s) on a best effort basis.
    
2. RESELLER is responsible for sales of the service to their customers, as well as providing initial customer support.

10. ASSIGNABILITY

Neither this Agreement nor any interest herein may be assigned, in whole or in part, by either party hereto without the prior written consent of the other party hereto, except that without securing such prior written consent, either party may assign this Agreement to a successor to all or substantially all of its business, provided, however, that no assignment shall be binding and valid until and unless the assignee shall have assumed in writing all of the duties and obligations of the assignor.

11. ENTIRETY, MERGER AND AMENDMENT

This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. It shall not be modified except by a subsequently dated written amendment signed on behalf of the COMPANY and RESELLER by their duly appointed representatives.

12. SEVERABILITY

If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions shall remain in full force and effect.

13. FORCE MAJEURE

Neither the COMPANY nor RESELLER shall be liable for damages for any delay or inability to deliver arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, acts of civil or military authority, fires, riots, wars, strikes, civil unrest, natural disasters or embargoes.

IN WITNESS WHEREOF, the parties have executed this Agreement, under seal, by their authorized representatives as of the date set forth above.

Software Incubators, Inc.

By: __________________________________ Title: __________________________________

RESELLER: _________________________________Title: _______________________________

Date: ________________________________________________

Contact person for Reseller: _________________________________

Phone/Fax _______________________________

StockBoss Email Delivery of StockBoss service to PC Email only

StockBoss Pager/PCS Delivery of StockBoss service to 1 way Alphanumeric pagers and PCS phones.

StockBoss Interactive Delivery of StockBoss service to wireless handhelds.

Additional features and optional services will be added from time to time. Resellers will receive notification of added optional services or service packages and an updated list will be posted on the website www.softwinc.com