EXHIBIT 10.1 ------------ This agreement ("Agreement") contains the complete terms and conditions that apply to your participation in the VSTORE Virtual Storefront Network. As used in this Agreement: "VSTORE," "we," "us," and "our" refer to Vstore,...

EXHIBIT 10.1
------------

This agreement ("Agreement") contains the complete terms and
conditions that apply to your participation in the VSTORE Virtual
Storefront Network. As used in this Agreement:

"VSTORE," "we," "us," and "our" refer to Vstore, Inc.;
"you" and "your" refer to you, the manager of the Storefront
(defined below) that is the subject of this Agreement;
"VSTORE Virtual Storefront" and "Storefront" refer to the online,
configurable storefront hosted and maintained by VSTORE through
which you will sell Products (defined below) to customers;
"VSTORE Virtual Storefront Network" and "Network" refer collectively
to all Storefronts and other software, including but not limited to
the VSTORE web site owned, hosted, and maintained by VSTORE or its
designees;
"Your Web Sites" refer to web pages and sites, excluding the
Storefront, on which you have permission to display images, text,
information, or other materials;
"Your Content" refers to the images, text, information, and other
materials you upload to the Storefront; and
"Your Storefront Name" refers to the name you choose to give the
Storefront, subject to the terms and conditions set forth below.

1. Storefront.
Subject to the terms and conditions of this Agreement, VSTORE will
use commercially reasonable efforts to make available to you an
online means (the "Administration Tool") to configure and manage a
Storefront that will be stored on and operated from the server(s) of
VSTORE or its designees. Through the Administration Tool, you will
be able to select one or more items or categories of merchandise
distributed by VSTORE ("Products") to make available through the
Storefront. For each Product listed on the Storefront, VSTORE will
display a short description, review, or other reference pertaining
to that Product, as well as pricing, shipping, and other
information. VSTORE will be responsible for the content, style, and
placement of these references, and will provide a special link from
each such reference to the corresponding VSTORE online catalog
entry. Each link will connect directly to a single item in our
online catalog using a special link format that we provide.

2. Order Processing.
As between you and VSTORE, VSTORE and/or its designees will be
responsible for processing customer Product orders, overseeing the
preparation of order forms, processing customer payments,
cancellations, and returns, tracking Product sales through the
Storefront, providing you with online reports (in a form subject to
VSTORE's discretion) summarizing such sales activity, and providing
you and Storefront customers with customer service. VSTORE reserves
the right to reject any customer order if it does not comply with
VSTORE's ordering requirements (subject to modification by VSTORE)
or for any other reason.

3. Referral Fees.
VSTORE will pay you referral fees on Qualifying Product Sales to
Storefront customers. For a Product sale to be deemed a Qualifying

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Product Sale, the applicable customer must follow a special link (as
specified and implemented by VSTORE) from the Storefront to the
ordering means generated by VSTORE; purchase the Product using
VSTORE's automated ordering system; accept delivery of the Product
at the customer's shipping destination; and remit full payment to
VSTORE or its designees. For a referral fee to be paid to you on any
Qualifying Product Sale, the return period (typically 30 days) will
have to have expired since the date of the purchase. Your referral
fees will equal a percentage of the Sale Price of each Product whose
sale is deemed a Qualifying Product Sale. ("Sale Price" means the
price at which Products are sold to customers through the Storefront
as determined solely by VSTORE, and excludes shipping and handling
costs and taxes.) Actual percentages vary by Product. VSTORE
reserves the right to change this referral fee, to propose alternate
fee schedules, or to establish different fee schedules for
particular Products at any time, in accordance with Section 17 below.

4. Fee Payment.
VSTORE will pay you accrued referral fees on a quarterly basis.
Approximately 45 days following the end of each calendar quarter,
VSTORE will send you a check for any referral fees you have earned,
as described above, on Qualifying Product Sales completed during
that quarter; provided, however, that if the fees payable to you for
any calendar quarter are less than ten dollars ($10.00), VSTORE may
hold those fees until either the total amount due is at least ten
dollars ($10.00) or this Agreement is terminated, whichever is
earlier. If this Agreement is terminated by VSTORE in the event of
your breach, VSTORE may withhold your referral fees at least until
any dispute regarding your breach of this Agreement is resolved. It
is your responsibility throughout the term to provide Vstore with
your current mailing address, and you acknowledge that Vstore cannot
be responsible for any payment if you do not provide us with such a
current address. You agree to pay all federal, state, and local
sales, personal property, and other taxes (excluding taxes on
VSTORE's income) arising as a result of this Agreement.

5. Policies and Pricing.
Because customers who purchase Products through the Storefront will
be deemed customers of VSTORE, (a) all VSTORE requirements,
policies, and operating procedures will apply to those customers,
and (b) all data collected through the Storefront, including but not
limited to customer Product purchase information, are and shall
remain solely the property of VSTORE. VSTORE reserves the right to
change its policies and operating procedures concerning Product
pricing or any other matter at any time and for any reason. Product
prices and availability may vary from time to time. VSTORE will use
commercially reasonable efforts to provide accurate information
regarding Products, but does not guarantee the price or availability
of, or the accuracy of any information regarding, any Product.

6. VSTORE Trademarks.
If you wish to use the VSTORE trade name, trademark, and/or
associated logo (collectively the "Marks") to promote your
Storefront or for any other reason, please email VSTORE customer
service and request permission to do so. If VSTORE notifies you in
writing that it is willing to grant you such permission, the
following trademark license shall apply: VSTORE grants you, for the

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term of this Agreement, a royalty-free, nonexclusive,
nontransferable, nonsublicensable, limited, worldwide license to use
the Marks for the sole purpose of providing a hyperlink on Your Web
Sites to the Vstore Web Site, the Storefront, or the Products sold
thereon. You acknowledge VSTORE's ownership of the Marks and agree
not to claim any ownership in such Marks. You shall at no time adopt
or use, without VSTORE's prior written consent, any variation of the
Marks, any xxxx (including without limitation Your Storefront Name)
incorporating any of the Marks, or any xxxx likely to be similar to
or confused with any of the Marks. Any and all goodwill arising from
your use of the Marks shall inure solely to the benefit of VSTORE,
and neither during nor after the termination of this Agreement shall
you assert any claim to the VSTORE Marks or associated goodwill. You
agree to cooperate fully with VSTORE to ensure proper and
appropriate usage of the Marks, including but not limited to
adherence to VSTORE's standard usage guidelines, as may be modified
from time to time. VSTORE reserves the right to revoke your limited
license in the Marks at any time upon prior written notice, and any
license granted pursuant to this Section 6 shall terminate upon
termination of this Agreement.

7. Storefront Promotion.
It is your sole responsibility, and not VSTORE's, to promote the
Storefront. Any and all promotional activities you undertake will be
subject to the terms and conditions of this Agreement, and to any
other guidelines governing Storefront promotion that may be
established and modified from time to time by VSTORE (VSTORE's
current promotional guidelines are available through the
administration system). If you promote individual Products sold
through the Storefront, whether on the Storefront itself, on Your
Web Sites, or in any other manner, you will be solely responsible
for any information you make available in connection with such
Product(s) (including any difference between the actual price of the
Product(s) as generally made available by VSTORE and the price at
which you promote such Product(s)) and any customer's reliance on
that information.

8. Storefront Ownership.
You acknowledge and agree that VSTORE is and shall remain the owner
of the Network, the Storefront, and any and all component parts
thereof (excluding Your Content and Your Storefront Name), including
but not limited to any intellectual property rights therein. Except
as otherwise expressly set forth in this Agreement, you agree not to
copy, reverse engineer, disassemble, decompile, modify, or translate
all or any part of the VSTORE Web Site, the Network, or the
Storefront, provided that you may modify the Storefront as permitted
through the use of the Administration Tool. You agree not to create
a network of virtual storefronts that directly competes with the
VSTORE Virtual Storefront Network, as defined above.

9. Your Content and Your Storefront Name.
VSTORE acknowledges that, as between you or your licensors and
VSTORE, you or your licensors own Your Content and Your Storefront
Name. Nevertheless, because you understand that VSTORE needs certain
limited rights in such materials to make the Network available to
the public, by uploading Your Content to the Storefront using the
Administration Tool you grant VSTORE the worldwide, royalty-free,

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transferable, NONEXCLUSIVE right and license to use, reproduce,
distribute, transmit, display, modify, adapt, prepare derivative
works of, and perform Your Content and Your Storefront Name for the
purpose of operating the Storefront and the Network as a whole. YOU
ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR
CONTENT (INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS,
WARRANTIES, PRICES, CONTACT INFORMATION, OR OTHER INFORMATION THAT
YOU UPLOAD TO THE STOREFRONT) AND ALL CONSEQUENCES OF THE USE OF
YOUR CONTENT. You represent and warrant that Your Content and Your
Storefront Name do not infringe upon or violate the intellectual
property rights or other rights of any third party, that you have
all necessary rights to grant VSTORE the aforementioned rights in
Your Content and Your Storefront Name, and that Your Content and
Your Storefront Name are not defamatory, libelous, obscene, or
otherwise illegal, and you agree that the burden of determining all
such factors rests solely with you. You also agree to provide us,
upon our reasonable request, with documentation confirming that you
have all necessary rights to grant VSTORE the aforementioned rights
in Your Content and Your Storefront Name. Because such a high volume
of content is uploaded to our servers every day, VSTORE does not
pre-screen or monitor Your Content, but you acknowledge and agree
that we shall have the right (but not the obligation) in our sole
discretion to refuse or remove all or part of Your Content from the
Storefront, and to block the Storefront or remove it from the
Network, if in our reasonable discretion you are in violation of the
terms of this Agreement or the VSTORE Code of Conduct.

10. Specifically Prohibited Activities.
Without limiting any other provision of this Agreement:

Because you will not be responsible for any aspect of order
processing or fulfillment, you agree not to make any statement,
whether on Your Web Sites, the Storefront, or otherwise,
representing or implying that you are responsible for order
processing or fulfillment; and
Because you understand that federal and state laws seek to protect
consumers from misleading advertising, you agree not to make any
statement, whether on Your Web Sites, the Storefront, or otherwise,
that could be interpreted as a representation or warranty regarding
any Product.

11. Acknowledgments.
By agreeing to these terms and conditions, you represent that you
are at least 18 years old and are authorized to enter into this
Agreement, are entering into this Agreement on your own behalf, have
independently evaluated the desirability of entering into this
Agreement, and are not relying on any representation, guarantee, or
statement other than as expressly set forth in this Agreement. You
acknowledge that nothing in this Agreement should be construed as
guaranteeing the purchase of any Product, or the generation of any
referral fees from your operation of the Storefront. You represent
and warrant that the Storefront will not be used in connection with
any illegal purpose. At any time upon request by VSTORE, you agree
to sign a non-electronic version of this Agreement.

12. Nondisclosure.
You acknowledge that during the term of this Agreement you may

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obtain confidential and/or proprietary information relating to
VSTORE, the Network, and/or the Storefront ("Proprietary
Information"). Such Proprietary Information shall belong solely to
VSTORE. Proprietary Information shall not include information that
is or becomes publicly known through no wrongful act of your own or
of other members of the Network. You shall not disclose Proprietary
Information to third parties without the prior written consent of
VSTORE, and you agree to undertake reasonable measures to ensure
that the Proprietary Information is kept confidential. You also
agree to report immediately to VSTORE any unauthorized disclosure of
Proprietary Information of which you have knowledge. You acknowledge
and agree that, due to the unique nature of the Network, the
Storefront, and any Proprietary Information, there can be no
adequate remedy at law for any breach of your obligations hereunder;
that any such breach may allow you or third parties to unfairly
compete with VSTORE resulting in irreparable harm to VSTORE; and
therefore that, upon any such breach or threat thereof, VSTORE shall
be entitled to injunctions and other appropriate equitable relief in
addition to whatever remedies it may have at law.

13. Warranty Disclaimer.
VSTORE has no control over the conditions under which you configure,
operate, manage, or otherwise use or interact with the Storefront,
and does not and cannot warrant the results obtained or not obtained
by such use or interaction. VSTORE DOES NOT WARRANT THAT YOUR USE OF
OR INTERACTION WITH THE NETWORK OR THE STOREFRONT WILL BE
UNINTERRUPTED OR THAT THE OPERATION OF THE NETWORK OR THE STOREFRONT
WILL BE ERROR-FREE OR SECURE. VSTORE DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, RELATING TO THE NETWORK, THE STOREFRONT, OR ANY
PRODUCT SOLD THROUGH THE NETWORK OR THE STOREFRONT, INCLUDING, BUT
NOT LIMITED TO ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY
RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND
ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE,
DEALING, OR TRADE USAGE. YOU ACKNOWLEDGE THAT THE NETWORK, THE
STOREFRONT, AND ALL COMPONENT PARTS THEREOF ARE PROVIDED "AS IS" AND
MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. YOU
ASSUME ALL RISK OF THE USE, QUALITY, AND PERFORMANCE OF THE NETWORK
AND THE STOREFRONT. YOU FURTHER ACKNOWLEDGE THAT VSTORE BEARS NO
RESPONSIBILITY FOR (A) ANY PRODUCT, (B) THE PURCHASE OF (OR
INABILITY TO PURCHASE) ANY PRODUCT, OR (C) YOUR CONTENT (AS DEFINED
HEREIN) OR ANY THIRD PARTY'S RELIANCE THEREON. YOU AGREE THAT ANY
DISPUTE REGARDING ANY PRODUCT SHALL BE DIRECTED TO THE MANUFACTURER
OR SUPPLIER OF THE PRODUCT, AND NOT TO VSTORE.

14. Limitation of Remedies and Damages.
IN NO EVENT SHALL VSTORE, ITS SUBSIDIARIES OR AFFILIATES, OR ANY OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS AND/OR
AGENTS BE RESPONSIBLE OR LIABLE FOR ANY LOST PROFITS OR FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR
OTHER DAMAGES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE NETWORK,
THE STOREFRONT, ANY PRODUCT, THE USE OF ANY PRODUCT, OR ANY OTHER
SUBJECT MATTER OF THIS AGREEMENT. VSTORE SHALL NOT BE LIABLE FOR ANY
LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING ANY PERFORMANCE UNDER
THIS AGREEMENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE
NETWORK OR THE STOREFRONT IS TO TERMINATE THIS AGREEMENT PURSUANT TO

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SECTION 18 BELOW. IN NO EVENT SHALL VSTORE'S LIABILITY EXCEED THE
TOTAL AMOUNT OF REFERRAL FEES PAID TO YOU HEREUNDER.

15. Indemnification.
You agree to indemnify and hold VSTORE and its subsidiaries,
affiliates, suppliers, and agents harmless against any and all
claims, damages, losses, costs or other expenses (including
reasonable attorneys' fees) that arise directly or indirectly out of
(a) your breach of this Agreement, (b) your use of the Storefront or
Network, (c) your use or misuse of the Marks, including but not
limited to your causing to be transmitted unsolicited bulk e-mail
that refers to VSTORE, the Storefront, or the Network, or (d) Your
Content or Your Storefront Name, including but not limited to any
claim that Your Content or Your Storefront Name infringes upon the
intellectual property rights or other rights of any third party, or
is defamatory, libelous, obscene, or otherwise illegal.

16. Breach of Security.
If you have reason to believe that your account with VSTORE is no
longer secure (for example, in the event of a loss, theft or
unauthorized disclosure or use of your VSTORE ID or password), you
must promptly change your VSTORE password using the Administration
Tool and immediately notify VSTORE of the problem by notice given as
described in Section 21 of this Agreement, to minimize the
possibility of any unauthorized changes to or use of your member
information or the Storefront.

17. Modification.
VSTORE reserves the right to modify any of the terms and/or
conditions of this Agreement, at any time and at VSTORE's sole
discretion, by posting a change notice or a new agreement on our web
site. Any modification shall take effect three (3) days following
our posting of a change notice or new agreement on the Vstore Web
Site. You agree to periodically review the VSTORE Web Site for
modifications to this Agreement. IF ANY MODIFICATION IS UNACCEPTABLE
TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT PURSUANT
TO SECTION 18 BELOW. YOUR CONTINUED OPERATION OF THE STOREFRONT
FOLLOWING VSTORE'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT AT
THE VSTORE WEB SITE WILL BE DEEMED ACCEPTANCE OF SUCH CHANGE NOTICE
OR NEW AGREEMENT.

18. Termination.
This Agreement shall be effective upon the date on which VSTORE
provides you with access to the Storefront and Administration Tool.
This Agreement may be terminated as follows: (i) by you, at any time
and for any reason, by providing VSTORE with notice in accordance
with Section 21 below; (ii) by VSTORE, at any time and for any
reason, by providing you with fifteen (15) days advance notice in
accordance with Section 21 below; or (iii) by VSTORE immediately
upon notice to you in the event of any breach by you of the terms of
this Agreement or the VSTORE Code of Conduct, or upon your
insolvency, bankruptcy, suspension of business, assignment of assets
for the benefit of creditors, voluntary dissolution, or appointment
of a trustee for all or any substantial portion of your assets. Upon
any termination of this Agreement your access to the Administration
Tool will terminate, and you will immediately destroy or erase all
copies of any Proprietary Information and, upon VSTORE's request,

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promptly confirm destruction of same by signing and returning to
VSTORE an "affidavit of destruction" acceptable to VSTORE.

19. Survival of Certain Provisions.
Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20,
and 22 hereof shall survive the termination of this Agreement for
any reason.

20. General.
This Agreement expresses the entire understanding and Agreement
between the parties, and supersedes any and all prior or
contemporaneous agreements, understandings, or contracts, written or
oral, entered into between you and VSTORE with respect to the
subject matter hereof. This Agreement may not be modified except by
a writing signed by an authorized representative of both parties, or
as set forth in Section 17 above. VSTORE's failure to enforce your
strict performance of any provision of this Agreement will not
constitute a waiver of VSTORE's right to subsequently enforce such
provision or any other provision of this Agreement. No waiver of any
breach of this Agreement shall be effective unless made in writing
and signed by an authorized representative of the waiving party.
Neither your rights nor your obligations arising under this
Agreement are assignable or otherwise transferable by you (whether
voluntarily or by operation of law) without VSTORE's express written
consent, and any such prohibited assignment or transfer shall be
void and without effect; provided that if VSTORE should so consent
in writing, the assignee shall be bound by all of the terms and
conditions of this Agreement. Notwithstanding the foregoing, VSTORE
may assign and/or delegate any or all of its rights or obligations
hereunder without your consent. You and VSTORE are independent
contractors, and nothing in this Agreement shall create or be
construed to create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between
the parties. Except as otherwise provided in this Agreement, neither
party shall have the right, power, or authority to act or to create
any obligation, express or implied, on behalf of the other. You will
have no authority to make or accept any offers or representations on
VSTORE's behalf. This Agreement is entered into in the State of New
York, U.S.A., and shall be governed by and construed under the
substantive laws of the State of New York, U.S.A., exclusive of its
choice-of-law rules. You expressly consent to (a) the exclusive
jurisdiction of the federal and state courts within the County of
New York in the State of New York, U.S.A., over any dispute arising
out of this Agreement, and waive any improper venue or inconvenient
forum objections thereto, and (b) service of process being effected
upon you by registered or certified mail sent to the most current
address for you on file with VSTORE. If either party is required to
retain the services of an attorney to enforce or otherwise litigate
or defend any matter or claim arising out of or in connection with
this Agreement, then the prevailing party will be entitled to
recover from the other party, in addition to any other relief
awarded or granted, its reasonable costs and expenses (including
attorneys' fees) incurred in the proceeding. If any provision of
this Agreement is found invalid or unenforceable under judicial
decree or decision, the remainder will remain valid and enforceable
according to its terms.

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21. Notice.
Unless otherwise provided herein, any notices required or permitted
under this Agreement shall be sent to VSTORE by e-mail, with a hard
copy sent to VSTORE by registered or certified mail or by express,
overnight delivery, addressed to Vstore, Inc., 0000 Xxxxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, ATTN: Customer Service (or
at such other address as VSTORE may from time to time notify you);
any notices required or permitted under this Agreement shall be sent
to you at your most current address on file with VSTORE, or by
e-mail to your most current e-mail address on file with VSTORE, or
by posting a message on the VSTORE Web Site in a section entitled
"Legal Information" (or similar title). All notices and demands
shall be deemed complete upon receipt.

22. Export Controls.
You acknowledge that none of the Proprietary Information may be
downloaded, transferred or otherwise exported or re-exported (a)
into (or to a national or resident of) Cuba, Iran, Iraq, Libya,
North Korea, Sudan, Syria or any other country to which the United
States has embargoed goods; or (b) to anyone on the U.S. Treasury
Department's list of Specially Designated Nationals or the U.S.
Commerce Department's Table of Denial Orders. You represent and
warrant that you are not located in, under the control of, or a
national or resident of any such country or on any such list.

23. Anti-Spamming Policy.
Spamming means sending unsolicited email to persons with whom you
have no relationship and/or who have not requested your information.
Spamming Will Result In the Termination Of Your Vstore account and
forfeiture of any and all commissions.

Please do not Spam! There are many other ways to promote your Vstore
on the internet. All "spam" messages which reference the Vstore
domain are forwarded directly to our attention and the "spammer"
will have their store front deleted and forfeit any and all commissions.

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