In consideration of the mutual covenants set forth in this Agreement, Customer and Company (A Corporate Catalyst, Inc.) hereby agree as follows: development of website/digital media, systems, and business/ organizational consulting. Company agrees to develop the Website and other digital media including systems and consult according to the terms expressed by the Customer and recommended by the Company. This Agreement shall be binding upon and inure to the benefit of Customer and Company.

Customer desires to engage Company’s services and Company has agreed, to design, develop, implement, provide a host, manage, and maintain on behalf of Client a presence (the "Website') on the international computer network referred to as the Internet, accessible using Hyper Text Transfer Protocol and generally known as the World Wide Web (the "Web"). Company has agreed to provide Client with development, design, and management services in con­nection with the Website and to provide related services, all as set forth in this Agreement. Now, therefore, the parties hereby agree as follows:

The Company will establish a separate contract with an ISP or Web Hosting provider on behalf of the Client. The Client hereby authorizes Company to access this account, and authorizes the Internet Service Provider to provide Company with "full permissions" for the Client's network and web page directory, cgi-bin directory, and any other directories or programs, which need to be accessed by Company for this project. Passwords shall be kept confidential and not shared. In the event of a fault with your web hosting service or server, the Company will initiate an inquiry into the service disruption immediately once notified, usually within 24 working hours of the fault or support issue being observed and reported. In the event of a hardware or software fault being found, the software or hardware maintainer will be contacted and Company will negotiate with service providers on the Client's behalf. In the event of an operating system fault, Company will endeavor to solve the problem as soon as it is possible. Occasionally (not often) the hosting service provider may go offline to perform routine maintenance and upgrades. No other parties shall have the right to change the website (excluding text postings). If the Client or an agent other than Company attempts updating the web pages, time to repair/ restore web pages will be assessed at 2x the hourly rate, and is not included as part of the updating time. All change requests must be pre-proofed, approved by the appropriate person and submitted with specific destination instructions via eMail.

Delivery schedules will be predicated on normal working conditions and are subject to adjustment at any time in the event of any cause(s) beyond our control. Travel or production schedules may affect implementation or progress of the project. Company will use our best efforts to complete the project within a reasonable time frame. The allocation of costs may not exactly reflect the anticipated budgets for services outlined; decisions regarding these budgets within any fixed cost shall be made at our discretion. Rush surcharge fee 100%. Plan selected may be upgraded. The Company, estimates that it will require 2-12 weeks to complete the initial phases. Company shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, situations encountered, work, and recommended changes relating to the development and testing of the Website. Company will use reasonable diligence in the development of the Website. Customer acknowledges that delivery dates and the other payment milestones listed are estimates, and are not required delivery dates. The project output and its pace will be based on the company's input, time-frame, budget, resources available and allotted at this time. Due to the nature of the work, both fees and delivery times for services are based on preliminary specifications. Changes in specifications by your organization or vendors may result in an adjustment of the agreement fees and/or scheduled completion date. With so many unknown variables, open-ended possibilities, forces, and interactions within the scope of creative projects, it is very difficult to exactly anticipate time, services, and materials although effort will be made to do so based on general specifications. The Client shall offer the Company the first opportunity to make any changes or preparing the work beyond its original use. Unauthorized alterations shall constitute additional use and will be billed accordingly. Professional services are billed at the standard rate of $75. - $225. per hour. Local on-client-site meeting time is surcharged a flat $125. for travel time and expenses. Expenses, such as phone, communications, fax, materials, copying, postage, shipping, support aids, books, communications, commercial transportation, meals, living expenses, (outside Miami), entertainment, materials, media, applications, and printing will be reimbursed at cost for client centered activities upon submitting invoices. Your travel / entertainment expenses etc. are not included. Unlimited office materials, local telephone calls, email, faxes, and standard postage are included. Payment reimbursable expenses are billable as incurred on a weekly basis. Your company shall be responsible for the payment of sales tax, if any such tax is due and to comply with any agency rules. Any changes to the project that exceed the order will be submitted to you for approval prior to execution. Work may not at any time be used without payment.

Every effort is made to prepare text and work in accordance with your specifications and instruction. However, discrepancies do occur. Due to various display devices and resolutions, it is not always possible to match original color, fonts, sizes etc. however; we will try to match theme as close as possible. For this very reason, we provide you with copies to review and approve prior to production. It is the client’ s responsibility to check all information, legal issues as to use, copy, spelling, grammar, art, and lay out positions. Client is required and all art, fees and deposits will be forfeited. It is acknowledged that consultant shall not be liable for any data conversion or maintenance which is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage. The Client will indemnify the Company against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. All rights not expressly granted above are retained by the Company, including any electronic rights or usage, and including, but not limited to, all rights in sketches, comps or other preliminary materials. Any use additional to that expressly granted above requires arrangement for payment of a separate fee.

The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of sound or graphics or other third party agreements that require such payments. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD THE COMPANY HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT'S USE OF THE COMPANY'S PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS OR INFORMATION CONTAINED (ON THE WEB). Site submission does not guarantee placement.

In the event that the client wished to hold the works for consideration, this holding time shall not exceed three days. It is the client’s responsibility to return and sign-off on said work. If the project is cancelled then items that are in process but not finalized will be charged; if items are used in part or whole at a later time, the total amount will become payable and due immediately. In the event of cancellation of this Agreement due to illness, unforeseen emergency, or overriding obligation, Company will not have any liability for expenses or losses incurred by the Client. Because this confirmation removes consultancy company from the marketplace on the agreed upon dates/ time, 30 day written cancellation notice, provided that payment is up-to-date. Cancellation "kill" fees are due based on the amount of work completed. Fifty percent of the final fee is due within 30 days of notification for any reason the job is canceled or postponed before the final stage. One hundred percent of the total fee is due despite cancellation or postponement of the job if the work has been completed. Upon cancellation or kill all rights to the art revert to the Company and all original art must be returned, including sketches, comps, or other preliminary materials. Any quotations expire in thirty days. The term of this Agreement shall commence on the date hereof and shall continue for a period of one (1) year and automatically renewed unless notified in writing 30 days prior to anniversary date. To the extent that the Company has acted as Client's agent with respect to securing domain names or Internet addresses, the Company agrees that it shall hold all of such Addressing Materials in trust for Client's sole and absolute use. Client agrees that the Company shall be entitled to reasonable and customary credit for creation of the Website, including a link on the Website to the company's website in such form. We understand that this is budgeted project and will each govern ourselves accordingly. Invoices are due upon receipt. All payments (by check or money order) are payable to A CORPORATE CATALYST Inc. Visa, MasterCard, or American

Express accepted. Interest will be charged at the rate of 2% per month for a delinquent account plus $150. republishing fee per incident. If payment is not received prior to the first day of each month, credit card will be billed. For all of Company’ services under this Agreement, Customer shall compensate Company, in cash, the amount specified. For cancellations, all fees and deposits will be forfeited; for each bounced check or COD refusal a fee of $35. plus collection fee if necessary will be charged to client. In the event Client fails to make any of the payments referenced by the deadlines set forth, Company have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) immediately stop all works-in-progress, suspend site, or remove unpaid material, (3) bring legal action. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment. For work used in part or whole at a later time, the total amount will become payable and due immediately. The Company’s financial agreement is with and due from you, it bears no relation to compensation from other sources. The Company is an independent contractor, and nothing herein shall be construed to create any partnership, joint venture, or agency relationship between the parties hereto. The client shall indemnify vendor against all claims and expenses, including reasonable attorney’s fees, due to uses for which no release was requested in writing or for uses which exceed authority granted by a release or information contained in the site. All rights not specifically granted in this Agreement are reserved. In any provision found void it may be reformed and all other provisions shall remain valid. Any code provided is for usage only under the terms of this agreement and does not construe ownership in any form. As required, additional support services will be contracted i.e. creative services, graphic art, writing, special events, booth construction, production, exhibition services, public relations, corporate image, brochures, special translations or application support will be invoiced separately. The placement of paid advertisement is subject to the usual charge of 18%. Any work not personally performed by the Company in their capacity will deem them as an Agent. Agreement and work products are solely intended for the client’s primary company’s purpose of developing and marketing its services or products. The Company provides a valuable service by identifying tasks and vendors to perform work. Client and your organization will not perform work contained within, hire or recruit vendors until two years after termination of agreement or you will incur appropriate costs. All work is for use during contract duration and licensed on a non-exclusive basis and protected under the copyright usage laws of the United States, Title 17, United States Code, intellectual property or trademark laws. Company shall hold all right, title, and interest in and to the Website/Media. Specifically, but without limitation, to (1) all text, graphics, animation, audio components, and digital components of the Website (the “Content”), (2) all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the Website, (3) all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content, and (4) all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Website or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Company’ right, title, and interest in the Website, as described here. Notwithstanding the above, Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Company for use in the Website. Company shall retain copyright usage of work, templates, materials, art, aids, assessments, and plans. You may not use, copy, modify, or distribute any part (electronically or otherwise), adapt, transcribe, or merge portion thereof in a manner other than agreed upon. You agree that you may not rent, timeshare, lend, lease, reverse engineer, decompile, or otherwise translate, adapt or merge the application/ screens or distribute the system/ materials as shareware or place on a public bulletin board or other third party. You agree that you will not assign, sublicense, transfer, pledge, or share your rights under this Agreement. This is non-assignable agreement. Approvals made by other representatives of the client organization shall have the same effect as approvals made by the president. Facsimile signatures or email replies are considered as original.

The Company gives no warranty of any kind, guarantee, expressed or implied under any circumstance, including fitness for a particular use, compatibility, damages for loss profits, business interruption, or other pecuniary loss. Client agrees that it shall not hold the Company or his/her agents or employees liable for any incidental or consequential damages that arise from the Company‘s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Company or a third party. Furthermore, the Company disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use. Company is not responsible for obsolescence of the project that may result from changes in requirements. Success of the project will be indicated by the application or site being loaded into memory for execution on a fully functional computer with appropriate working operating system and latest Internet Explorer or Netscape edition browser. Access to Internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be party to this agreement.

The parties may not file an action against each other without directly discussing the matter first. If the dispute is not resolved within three (3) weeks after a party’s demand for direct negotiation, the parties agree to try to resolve the dispute through mediation. If the mediator cannot facilitate a settlement of the dispute within a reasonable time, as determined by the mediator, the mediator will issue a written statement to the parties and the aggrieved party agrees to seek relief (if relief is still sought) solely through binding arbitration administered by the American Arbitration Association in Miami-Dade county Florida. Company shall be entitled to recover its attorney’s fees and costs incurred in enforcing this Agreement. The failure or delay of any party at any time to require performance by another party of any provision of this Agreement, even if known, shall not affect that party's right to require performance of that provision. Florida law governs this Agreement and contains the entire agreement of the parties and can only be amended by written agreement of the parties.