This application is submitted by the undersigned ("you" or "Applicant") to NorthStar Solutions ("NorthStar"). Upon explicit acceptance by NorthStar, this application will be a binding contract (the "Agreement") between NorthStar and the Applicant according to the terms and conditions set forth below.

1.1 Basic Services. During the term of this Agreement Applicant will receive the NorthStar services, pursuant to which NorthStar will resell Applicant's products and enable Applicant's products to be paid for using credit cards, cash, checks, and money orders via phone, fax, Internet, e-mail, and any other means agreed to by NorthStar.

1.2 Deductions and Billing. NorthStar shall have the right to deduct or bill Applicant: (i) fees and usual and customary charges as set forth in the then effective Schedule and (ii) all other sums and any reasonable administrative fees due NorthStar.

1.3 Payment to Applicant. NorthStar shall send payment to Applicant at least every thirty (30) days to Applicant's last known address for the sum of any fees collected and owed to Applicant minus all deductions, fees, rates, and charges described in the Schedule. NorthStar does, however, reserve the right to wait until a minimum amount of at least one hundred (100) dollars is owed to applicant before any such payment is made.

1.4 Term. The term of this Agreement shall be indefinite. Either party, however, has the right to terminate the Agreement at any time for any reason by giving written notice to the other party. Applicant agrees, upon termination, to immediately cease using the name "NorthStar Solutions", NorthStar's address, NorthStar's telephone number, and all other words or symbols that would indicate to the public that NorthStar Solutions should be contacted for anything related to Applicant, Applicant's business, or Applicant's product(s). Applicant agrees that NorthStar may retain for a reasonable period any final payments to applicant for the purpose of ensuring that all administrative fees and potential chargebacks can be applied to applicants final account balance.

1.5 Timeliness and Efficiency. NorthStar shall process orders in a timely and efficient manner. The services NorthStar shall perform, described herein, may be facilitated by, but not limited to, the use of telephones, various mail delivery services, answering machines, voice mail, facsimiles, computers, modems, and the Internet.

1.6 Observance of Policies. Applicant agrees to abide by the Schedule as it is in effect from time to time. Changes to the Schedule will be e-mailed directly to the Applicants last known e-mail address, and will be effective on the first day of the month following publication or mailing of notice to Applicant unless a different effective date is indicated.

2.1 Rights of Applicant to Collect Fees. Applicant acknowledges and agrees: (i) it shall be solely responsible for ensuring it has sufficient rights to receive all compensation for any product it represents as its own; and (ii) NorthStar Solutions shall not be liable or responsible for any liability, loss, damage, claim or complaint, including reasonable attorneys' fees, arising out of Applicant's use, infringement, or exploitation of copyrights, patents, trademarks, trade secrets, or other proprietary rights.

2.2 Product List. Applicant shall provide to NorthStar a list of Applicant's product(s) as often as necessary to ensure NorthStar has the most recent list of all Applicant's product(s) that shall be processed by NorthStar for the services described herein. The list shall, at a minimum, contain the product's name, total price, and any extra information that NorthStar shall require to process an order.

2.3 Taxes, Tariffs and other Assessments Imposed. Applicant acknowledges and agrees it shall be solely responsible for any use tax, sales tax, excise tax, tariff or other assessment (and related interest and penalties) imposed on the fee collected.

2.4 Indemnification. You agree to defend, indemnify and hold NorthStar harmless from and against any claims, demands, liabilities, obligations, costs and expenses of any nature whatsoever (including attorneys' fees) arising out of or based upon: (i) the proper, improper, or negligent use of your product; (ii) any fees collected for the use of your product; or (iii) any infringement or exploitation of copyrights, patents, trademarks, trade secrets, or other proprietary rights that you may be charged with.

2.5 Applicant's Address. Applicant shall promptly notify NorthStar of its change of address, telephone number, or e-mail address.

  (b) Applicant shall comply with all applicable bank card rules and regulations concerning the use of service marks and copyrights owned by MasterCard, Visa, and American Express.

  (c) Applicant shall not indicate on promotional, printed or broadcast materials, directly or indirectly, that MasterCard, Visa, or American Express endorses the goods or services provided.

  (d) Applicant acknowledges and agrees it shall prominently display the name "NorthStar Solutions" anywhere information to contact NorthStar Solutions is placed so that the name "NorthStar Solutions" may be easily recognized on the payer's credit card bill.

  (e) If Applicant chooses to have NorthStar process only credit card orders, Applicant acknowledges and agrees it is Applicant's sole responsibility to ensure that NorthStar shall not be contacted by any means to process orders other than credit card orders. If NorthStar receives any checks, money orders, cash, or any other forms of payment, NorthStar has the right to process the order and deduct the standard fee indicated in the Schedule.

  (f) Applicant acknowledges and agrees it shall make every effort to clearly convey to users of their product(s) that NorthStar shall not be contacted for any technical support of any kind. You acknowledge and understand NorthStar shall not be obligated to provide any technical support and that NorthStar may (i) provide Applicant's name, address, and/or e-mail address for any inquiries regarding product support of Applicant's product(s) and (ii) bill you for administrative efforts not directly related to orders.

  (a) Discounts. Applicant may, in accordance with law, offer cash discounts to induce any customer to pay by cash, check or similar means, rather than by use of a Bank Card (but see subparagraph (b) immediately below.)

  (b) Surcharges. Applicant shall not increase the price or impose any other fee or surcharge upon any customer who uses a Bank Card for payment of any transaction.

  (c) Minimum/Maximum Transactions. Applicant shall not establish minimum or maximum transaction amounts as a condition for honoring valid Bank Cards.

  (a). NorthStar shall promptly honor, without discrimination, all valid forms of payment cited in the then effective Schedule.

  (b). In the event a check is presented to NorthStar and is not payable to "NorthStar Solutions", NorthStar has the right to: (i) forward the check to the Applicant and bill the Applicant for all fees and rates due NorthStar, (ii) hold the check until Applicant sends all fees and rates due NorthStar or (iii) return the check to its sender and request it be made payable to "NorthStar Solutions".

3.4 No Liability. It is expressly recognized and acknowledged that the services provided by NorthStar described herein are dependent upon the cooperation and continued operation of various credit card issuers and Independent Service Organizations (the provider of the credit card processing service). NorthStar is not responsible for any present or future unavailability of any particular credit card issuer's services or the services of an Independent Service Organization.

NorthStar makes no representations or warranties, express or implied, with respect to the continuity of provision of services pursuant to this Agreement. Applicant acknowledges that the processing and transmitting of Funds may be interrupted by labor disputes, acts of God or government, fires, power failures, computer malfunctions, civil disturbances or other causes or events not within the control of NorthStar. Applicant agrees that NorthStar shall not be liable for any error or delay on the part of any credit card issuing bank or Independent Service Organization; nor shall NorthStar be liable for any other error or delay due to any cause other than NorthStar's own gross negligence or willful misconduct in the performance of this Agreement. Applicant agrees that all damages and other compensation due it as a result of any such gross negligence or willful misconduct by NorthStar shall not exceed an amount equal to interest on the Net Funds at the federal funds rate paid at the close of business on each day the error or delay remains uncorrected. NORTHSTAR SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, WHETHER OR NOT THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO NORTHSTAR OR THE APPLICANT. Applicant hereby indemnifies NorthStar for any damages, liabilities or expenses, including, but not limited to, attorneys' fees, arising out of any third party claims against NorthStar in connection with NorthStar's performance of its obligations hereunder, unless caused by NorthStar's gross negligence or willful misconduct.

4.1 Uncollectible Fees. Applicant agrees to pay back any sum collected and paid to Applicant by NorthStar if it is later determined that the sale is or will become uncollectible. Applicant agrees that NorthStar may, at its sole discretion, issue refunds if, upon NorthStar's professional judgement, it is anticipated that the sale will result in being uncollectible or if it is determined that applicant's account is at high risk.

4.2 Procedures for Changes. Because bank card systems' rules, federal, state and local law and the Bank Card market change frequently and rapidly, the relationship between NorthStar and NorthStar's Independent Service Organization and the Applicant may change in the future. NorthStar, in its sole discretion, may change its policy, procedures or forms, any term or condition of this Agreement or terminate any service. Applicant agrees to comply with any such changes which shall be effective as indicated on any change notice.

4.3 Indemnification. Applicant shall indemnify and hold NorthStar and its owners, employees, and independent contractors harmless from any liability, loss, damage, claim or complaint, including reasonable attorneys' fees arising out of: (i) Applicants failure to comply with or to enforce any provision of the Agreement; (ii) any loss in the case of any transaction in which a Bank Card was not presented, including but not limited to mail, telephone, recurring payments, pre-authorized orders and delayed delivery transactions; (iii) any loss caused by Applicant's violation of any rules and regulations of bank card systems; and (iv) any loss resulting from Applicant's dispute with a third party to include, but not limited to, persons or business which pay for or use Applicant's products; competitors, vendors, or other related businesses.

5.1 Paragraph Headings. The paragraph headings of this Agreement are for convenience only, and shall not be deemed to define, limit or describe the scope or intent of this Agreement.

5.2 Successor and Assigns. This Agreement binds Applicant, NorthStar and their respective heirs, representatives, successors and assigns.

5.3 Assignment. This agreement, and any of Applicant's rights hereunder, are not assignable or transferrable by Applicant without NorthStar's written consent. If Applicant admits a new partner, or incorporates its business, or if the control of the stock ownership of Applicant changes, it shall be deemed a prohibited assignment and transfer that is subject to NorthStar's written consent. Applicant agrees to notify NorthStar in writing of any proposed or actual changes in ownership of Applicant's business.

5.4 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule or regulation, that determination shall not affect the validity or enforceability of any other provision of this Agreement.

5.5 Waivers. No term or condition of this Agreement may be waived unless a written waiver is signed by Applicant and NorthStar. Any waiver of any term, condition or right of NorthStar under this Agreement on any occasion shall not be deemed a continuing waiver or a waiver of any other term or condition, unless a written continuing waiver is signed by both NorthStar and Applicant expressing such an intention.

5.6 Sole Intention. This Agreement is the entire Agreement between NorthStar and the Applicant and supersedes all oral negotiations or prior writings.

5.7 Changes and Amendments. No amendments to this Agreement may be made except in writing signed by NorthStar and Applicant. No amendment or modification to this Agreement may be made in any manner (including without limitation by reference to usage of trade or other practice or method dealing with the computer industry or between parties hereto) other than in writing signed by both parties hereto. However, NorthStar has the right to change the Independent Service Organization (the provider of the credit card processing service) at any time without your consent. You acknowledge and agree that since charges are based on data capture, copying, postage, and other processing services and fees with respect to which NorthStar pays charges to third parties, your charges for all services performed by NorthStar described herein may be increased from time to time, among other things, to reflect increases in underlying costs to NorthStar.

5.8 Governing Law. Applicant and NorthStar agree that this Agreement is entered into and its place of performance is in the county of Riley in the state of Kansas, the place where the services performed by NorthStar, described herein, will be performed. Applicant agrees that in the event it is necessary for NorthStar to institute litigation to collect Fees or otherwise, Applicant consents to such litigation being instituted at the option of NorthStar in a court located either: (i) in the county where NorthStar's principle business is located, (ii) in the county where Applicant resides, or (iii) in the county where Applicant's place of business is located.

5.9 Attorney's Fees. In any action to enforce any obligation under this Agreement, the prevailing party shall be paid by the other all costs, expenses and reasonable attorney's loss. In particular, Applicant agrees that in the event of delinquency in payment of Fees it will pay all expenses of collection, including reasonable attorney's fees and court costs incurred by NorthStar, whether or not suit is required to be filed.

5.10 Capacity and Authority. Each party to this Agreement hereby represents and warrants to the other that it has the full right, power and authority to enter into and perform this Agreement in accordance with all of its terms and conditions and that the execution and delivery of this Agreement constitutes a duly authorized act.

5.11 Notification of Error, Dispute or Dissatisfaction. Applicant shall give prompt written notice via regular mail to NorthStar of any error which Applicant believes NorthStar or NorthStar's agent(s), vendor(s), or independent contractor(s) may have committed, or of any dispute or dissatisfaction which Applicant may have with any such person. Applicant hereby agrees to give NorthStar such notice within thirty (30) calendar days of learning of the first occurrence of such error, dispute or dissatisfaction.

5.12 Force Majeure. NorthStar shall have no obligation to provide any services when and to the extent that it is prevented from doing so by equipment failure, fire, flood, earthquake, strike, lockout, war, revolution, riot, insurrection or any act of God or government; provided that NorthStar shall take any action reasonably practical and necessary to effect prompt resumption of the services. In particular NorthStar shall not be deemed to have breached any provision of this Agreement or be in default hereunder as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from events beyond their control. FURTHERMORE, IN NO EVENT SHALL NORTHSTAR BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOST PROFITS.

5.13 Nondisclosure of Proprietary Information. Applicant agrees to treat all documents relating to this Agreement, all reference material and pricing information as confidential and proprietary information. Such documents shall be disclosed only to employees of Applicant with a specific need to know and only to the extent specifically required.

5.14 Relationship of Parties. Nothing contained herein, or in any other contract or agreement, or the business relationship between Applicant and NorthStar, shall be construed to constitute a partnership, joint venture or other associated between NorthStar and any of its other customers or subscribers or among the various customers or subscribers. Applicant acknowledges that it has no proprietary interest in NorthStar.

5.15 Truthfulness of Application. Applicant represents to NorthStar that all of the information represented in Appendix A of this Agreement (or any other application or document previously or hereafter submitted by Applicant to NorthStar) is true and correct.

5.16 U.S. Currency. All prices, fees, and rates are to be transacted with U.S. currency.