Exhibit 10.9
                                STRIKEIRON INC.
                            WEB SERVICES MARKETPLACE
                                USAGE AGREEMENT

THIS USAGE AGREEMENT (the "Agreement") is entered into as of the 26th day of
March, 2008 (the "Effective Date") by and between STRIKEIRON, INC., a Delaware
corporation with principal offices at 15501 Weston Parkway Suite 150, Cary,
North Carolina 27513 ("StrikeIron") and Merchant Processing International, Inc.,
a California  corporation with principal offices at 18500 Von Karman Suite 530,
Irvine, California, 92612 ("You").

WHEREAS, StrikeIron makes certain digital functionality and content (the
"StrikeIron Web Services") available to customers through its websites
(collectively, the "StrikeIron Marketplace"); and

WHEREAS, User wishes to access one or more of the StrikeIron Web Services;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the parties agree as follows:

                   1. DEFINITIONS. As used in this Agreement:

1.1  "STRIKEIRON  WEB  SERVICES  MARKETPLACE"  means  the data exchange services
(Including  the  software  necessary  to  operate  the  data  exchange services)
provided  by  StrikeIron that permit You to route and exchange Web Service Data.

1.2  "STRIKEIRON  WEB SITE" means the online information or service interface to
the StrikeIron Web Services Marketplace that is accessible via a Web browser, at
http://www.strikeiron.com.

1.3 "STRIKEIRON MARKETPLACE" means the service provided by StrikeIron that makes
the StrikeIron Web Services accessible over the StrikeIron Web Services Business
Network.

1.4  "STRIKEIRON  WEB SERVICE" means a Registered Provider Web Service which may
be  accessed  by  StrikeIron  customers  through the StrikeIron Marketplace upon
registration  and  subscription  for  such  StrikeIron  Web  Service  over  the
StrikeIron  Web  Services  Marketplace.

1.5  "REGISTERED  PROVIDER" means a third party provider of the Web Service Data
that  has  specifically  authorized  StrikeIron  to access, use and make limited
distribution  of  applicable  Web  Service Data included in such third party Web
Service  over  the  StrikeIron  Web  Services  Marketplace.

1.6  "WEB SERVICE DATA" means all data and information that is delivered through
or  derived  from  a  Web  Service.

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1.7  "WEB  SERVICE(S)"  means  a  function  provided  by  one software system or
application  and  available for access by another software system or application
over  the  internet  or  a  network.

                         2. AUTHORIZATION AND LICENSES

2.1 AUTHORIZATION TO USE THE STRIKEIRON MARKETPLACE WEB SERVICES. Subject to the
terms  and  conditions  of  this  Agreement,  StrikeIron  hereby grants to You a
worldwide,  non-exclusive,  non-transferable,  non-sub licensable, revocable (in
accordance with Section 9) license to use the StrikeIron Web Service Marketplace
and  StrikeIron  Marketplace  to  access,  download  use  and integrate into any
application,  system,  wireless  device  or Web site the StrikeIron Web Services
from the Registered Provider for which you have paid the applicable subscription
fee.  You  acknowledge  that the Web Service Data and the Web Service may change
from  time  to  time for upgrade purposes without notice. From time to time, You
may  modify  or  change the StrikeIron Web Service included in Your service. Any
such  changes and/or modifications shall be governed by the terms and conditions
of  this  Agreement.  You  acknowledge and agree that StrikeIron Marketplace Web
Services  and  all  Web  Service  Data  are  provided  "as  is"  and  that  no
representation  or  warranty  of  accuracy is stated or implied and that the Web
Service  Data  and the Web Services may change from time to time without notice.

2.2  LIMITATIONS.  You  acknowledge  that any use of the StrikeIron Marketplace,
StrikeIron  Web  Services or the StrikeIron Web Services Marketplace, other than
as  explicitly  permitted  by  this  Agreement  is prohibited. You will not: (a)
reverse  engineer,  decompile,  disassemble,  or otherwise attempt to derive the
source  code from the StrikeIron Web Services; (b) remove, alter, or obscure any
proprietary  notices  (including  restricted  rights,  trademark  and  copyright
notices)  of  StrikeIron  or  its  Registered  Providers  on  the StrikeIron Web
Services  Marketplace;  (c)  otherwise  use  or copy the StrikeIron Marketplace,
StrikeIron  Web  Services or the StrikeIron Web Services Marketplace or any part
thereof,  except as expressly allowed under Section 2.1; (d) modify or alter, or
create  derivative  works  based  on,  the  StrikeIron  Web Services Platform or
StrikeIron  Marketplace;  (e) resell, rent or lease any of the Web Service Data;
(f) reproduce the StrikeIron Web Services Platform or StrikeIron Marketplace for
sublicensing, resale, rent, lease or distribution, including without limitation,
operation  on  a  time sharing or service bureau basis, or distribute any of the
foregoing  as part of an ASP, VAR, OEM, distributor or reseller arrangement; (g)
store  or  maintain  Web Service Data on any kind of storage device or utilizing
any  kind  of  storage  mechanism,  except  solely  for  Your  internal business
purposes;  (h)  redistribute  Web  Service  Data in any way; or (i) disclose the
results  of  any  performance benchmarks to any third party without StrikeIron's
prior  written consent. You are responsible for the compliance by Your personnel
and  agents  with  the  terms  of  this  Agreement.

2.3  NO  IMPLIED RIGHTS. There are no implied licenses under this Agreement, and
You  acknowledge and agree that, subject to the license grants contained in this
Agreement,

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StrikeIron  and  its  licensors  retain all rights not expressly granted to You.
Except  as  expressly  provided in this Agreement, StrikeIron does not grant and
You  do  not  obtain  any  rights  to  use,  distribute, sell, or sublicense the
StrikeIron  Marketplace,  the  StrikeIron  Web  Services,  or the StrikeIron Web
Services  Marketplace  in  any  form.

                     3. OPERATION OF STRIKEIRON MARKETPLACE

3.1  ACCESS  TO  STRIKEIRON  MARKETPLACE.  You  must: (a) provide all equipment,
including  communications infrastructure, necessary to establish a connection to
the  World  Wide  Web; and (b) provide for Your access to the World Wide Web and
pay  any  telephone  service  fees  or  network access fees associated with such
access.

3.2  RESPONSIBILITY FOR TRANSMITTED DATA. You acknowledge and agree that certain
of  the  Web  Services  Data  belong to third parties and are subject to certain
third  party  restrictions.  All  such  third  party  restrictions  will be made
available to you at such time as you subscribe to the StrikeIron Web Services or
modify  your  level  of StrikeIron Web Services. By entering into this Agreement
and by using the StrikeIron Web Services, you acknowledge that you have read and
agreed  to  comply  with  any  such  restrictions.  StrikeIron  shall  have  no
responsibility  or  obligations  with  respect  to  such  third  party  content.

3.3  USAGE  DATA.  In  order  for StrikeIron to make the StrikeIron Web Services
available,  StrikeIron  may  need  to  collect information about your use of the
StrikeIron Web Services ("Usage Data"). StrikeIron reserves the right to use all
such  Usage  Data  as  StrikeIron  deems  appropriate  for StrikeIron's internal
business  purposes. All Usage Data and other information collected by StrikeIron
on  the  StrikeIron  Web  Services  or  StrikeIron Web Site will be subject to a
privacy  policy,  which may be accessed at http://www.strikeiron.com as modified
from  time  to  time. 3.4 SUPPORT. StrikeIron will have no obligation to provide
any support or related services in connection with this Agreement, except as and
to  the  extent  expressly  provided  in  Exhibit  A. 3.5 FEES. You agree to pay
StrikeIron  any  applicable  fees for Your use of the StrikeIron Web Services as
set  forth  in  Exhibit  A.

                       4. USAGE POLICIES AND RESTRICTIONS

4.1 ACCOUNT PASSWORDS. You will receive a password for each of your employees or
agents  authorized  to  use  or  access  the  StrikeIron  Web  Services  and the
StrikeIron  Web  Services  Marketplace.  You are solely responsible and bear all
attendant  liability  if  You  fail  to  maintain  the  confidentiality of these
passwords.  Furthermore,  You  are solely liable for any and all activities that
occur  on  Your  account.  You  agree  to  immediately  notify StrikeIron of any
unauthorized  use  of Your account or any other breach of security known to You.

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4.2  GENERAL  POLICIES  AND LIMITATIONS OF USE. StrikeIron may establish general
policies  and  restrictions  concerning  use  of the StrikeIron Marketplace, the
StrikeIron  Web  Services  Marketplace, and the StrikeIron Web Services and post
such  rules  on the StrikeIron Web Site. You will comply with the usage policies
and  restrictions  for  the  StrikeIron Marketplace, the StrikeIron Web Services
Marketplace,  and  the  StrikeIron  Web  Services  as  StrikeIron may amend such
policies  and  restrictions  from time to time. StrikeIron reserves the right to
change  these  general  policies  and  restrictions at any time, by posting such
changes on the StrikeIron Web Site. If You become aware of any violations of the
requirements  in  this  Section  4, You will use your best efforts to remedy and
report  promptly  to  StrikeIron  all  such  violations.

4.3  COMPLIANCE  WITH LAWS AND POLICIES. You hereby agree to abide by and comply
with  (a)  all  applicable  local,  state,  national, and international laws and
regulations  (Including  applicable  laws  that  pertain  to the transmission of
technical  data,  privacy, the encryption of software, the export of technology,
the  transmission  of  obscenity,  or  the  permissible  uses  of  intellectual
property);  and  (b)  all  then-current  requirements, procedures, policies, and
regulations  of  networks  connected  to  or using the StrikeIron Marketplace or
StrikeIron  Web  Services  Platform.

4.4 PROHIBITED USES. You will not use the StrikeIron Marketplace, the StrikeIron
Web  Services, or the StrikeIron Web Services Marketplace to take any action, or
assist others in taking any action, that (a) is unlawful, harassing, invasive of
another's privacy, abusive, threatening, harmful, obscene, defamatory, libelous,
or fraudulent; (b) violates the personal privacy rights of others, including the
collection  and  distribution  of information about Internet users without their
permission; (c) victimizes, harasses, degrades, or intimidates any individual or
group  of  individuals;  (d) infringes or misappropriates any patent, trademark,
trade secret, copyright, or other intellectual property rights of any party; (e)
constitutes  unauthorized  or  unsolicited  transmission of advertising, junk or
bulk  email, or other form of unauthorized solicitation or spam; (f) constitutes
an attempt to impersonate any person or entity; (g) is intended to omit, delete,
forge,  or  misrepresent  transmission  information,  including  headers, return
mailing,  and  Internet protocol addresses; (h) is intended to withhold or cloak
the  identity  or  contact  information  of You or any Registered Providers; (i)
interferes  with  or  disrupts the use of the StrikeIron Marketplace, StrikeIron
Web  Services  or the StrikeIron Web Services Marketplace by others; (j) results
in  the  disclosure  of confidential or insider information; or (k) involves the
use  of  any  viruses or codes, files, or programs designed or intended to cause
damage,  detrimentally  interfere with, surreptitiously intercept or expropriate
any  system,  data,  or  personal  information.  You acknowledge that StrikeIron
neither  endorses  the  content  of  any  user's  communications,  nor  assumes
responsibility  for  any threatening, libelous, obscene, harassing, or offensive
material  contained therein, any infringement or misappropriation of third party
intellectual  property  rights  arising  there  from,  or  any crime facilitated
thereby.

4.5  DENIAL  OF  ACCESS.  StrikeIron  reserves  the  right to deny access to the
StrikeIron  Marketplace,  the  StrikeIron  Web  Services  Marketplace,  or  the
StrikeIron  Web  Services  to  any  account  that  violates  the  policies  and
restrictions  set  forth  in  this  Section  4.

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                  5. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

You  acknowledge and agree that, subject to the license grants contained in this
Agreement,  StrikeIron  and  its  respective  licensors and Registered Providers
retain  all  right,  title  and  interest  in  their  respective  intangible,
intellectual,  proprietary  and  industrial  property  rights and all intangible
embodiments  and  derivative  works  thereof, including any and all now known or
hereafter  existing,  in  and  to:  (a)  trademarks, trade names, service marks,
slogans, domain names, uniform resource locators or logos; (b) copyrights, moral
rights,  and  other  rights  in  works  of  authorship;  (c)  patents and patent
applications,  patentable  ideas,  inventions  and innovations; (d) know-how and
trade  secrets;  and  (e)  registrations,  applications,  renewals,  extensions,
continuations,  divisions  or  reissues  of  the  foregoing  (collectively
"Intellectual  Property Rights"). Except as explicitly set forth herein, neither
this  Agreement  nor  any  services  provided hereunder will give You any right,
title  or  interest  in  the  Intellectual  Property Rights of StrikeIron or its
licensors  or  Registered  Providers.  Without  limiting  the  generality of the
foregoing,  You hereby agree that (a) StrikeIron and its suppliers and licensors
and  Registered  Providers  retain ownership of all Intellectual Property Rights
relating  to  or  embodied  in  the  StrikeIron  Web  Services  Marketplace, the
StrikeIron  Marketplace,  or  the StrikeIron Web Services (b) You have no right,
title,  or  interest  in or to any Intellectual Property Rights therein, and (c)
except  for the limited licenses granted to You under this Agreement, nothing in
this Agreement will be deemed to grant, by implication, estoppels, or otherwise,
a  license  by  StrikeIron  to  the  StrikeIron  Marketplace, the StrikeIron Web
Services  Marketplace,  or  the  StrikeIron  Web Services under any Intellectual
Property  Rights.

                 6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

6.1  WARRANTIES.  You  represent  and  warrant that (i) You have the full right,
power,  and  authority to enter into this Agreement; and (ii) Your execution and
performance  of  this Agreement does not and will not breach or cause a conflict
with  any  other  agreement  to  which  You  are  bound.

6.2  DISCLAIMERS.  STRIKEIRON  DOES  NOT  MAKE ANY REPRESENTATIONS OR WARRANTIES
REGARDING  THE  PERFORMANCE,  ACCURACY  OR  COMPLETENESS  OF  THE  STRIKEIRON
MARKETPLACE,  THE  STRIKEIRON WEB SERVICES PLATFORM, OR WEB SERVICE DATA, AND TO
THE  FULLEST  EXTENT  PERMITTED  BY  LAW,  STRIKEIRON SPECIFICALLY DISCLAIMS ALL
EXPRESS,  IMPLIED, AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION AND
NON-INFRINGEMENT,  WITH  RESPECT  THE STRIKEIRON MARKETPLACE, THE STRIKEIRON WEB
SERVICES  PLATFORM  THERETO.  STRIKEIRON IS PROVIDING ALL OF THE FOREGOING ON AN
"AS-IS"  BASIS.  STRIKEIRON  DOES  NOT  REPRESENT OR WARRANT THAT THE STRIKEIRON
MARKETPLACE,  THE

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STRIKEIRON WEB SERVICES PLATFORM OR WEB SERVICE DATA WILL MEET YOUR REQUIREMENTS
OR  OPERATE  ON  AN  UNINTERRUPTED,  TIMELY,  SECURE OR ERROR-FREE BASIS OR THAT
DEFECTS  IN  THE STRIKEIRON MARKETPLACE, THE STRIKEIRON WEB SERVICES PLATFORM OR
WEB  SERVICE  DATA  WILL  BE  CORRECTED.  STRIKEIRON  MAKES NO REPRESENTATION OR
WARRANTY CONCERNING RESULTS OBTAINED FROM YOUR USE OF THE STRIKEIRON MARKETPLACE
OR WEB SERVICE DATA. YOU ACKNOWLEDGE THAT ANY USE OF MATERIAL OR DATA DOWNLOADED
OR  OTHERWISE  OBTAINED THROUGH THE USE OF THE STRIKEIRON WEB SERVICES PLATFORM,
THE STRIKEIRON MARKETPLACE IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU
WILL  BE  SOLELY  RESPONSIBLE  FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
APPLICATIONS  OR  DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR
DATA.  STRIKEIRON MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR
OBTAINED  THROUGH THE STRIKEIRON WEB SERVICES PLATFORM, ANY TRANSACTIONS ENTERED
USING THE STRIKEIRON MARKETPLACE, OR ANY THIRD-PARTY PRODUCTS, DATA OR SERVICES.
NO  ADVICE  OR  INFORMATION,  WHETHER  ORAL  OR  WRITTEN,  OBTAINED  BY YOU FROM
STRIKEIRON  OR THROUGH THE STRIKEIRON WEB SERVICES PLATFORM OR OTHERWISE CREATES
ANY  WARRANTY  NOT  EXPRESSLY  MADE  HEREIN. Some jurisdictions do not allow the
exclusion  of  certain warranties, so some of the above exclusions may not apply
to  You. To the extent that StrikeIron may not disclaim any warranty as a matter
of  law, the scope and duration of such warranty will be the minimum permissible
under  applicable  law.

                          7. LIMITATIONS ON LIABILITY

7.1  DISCLAIMER OF LIABILITY. NEITHER STRIKEIRON NOR ITS REGISTERED PROVIDERS OR
LICENSORS  WILL  BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE,  EXEMPLARY  OR  RELIANCE  DAMAGES  IN  ANY  WAY  ARISING  OUT OF OR IN
CONNECTION  WITH  THIS  AGREEMENT  AND  HOWEVER  CAUSED  AND UNDER ANY THEORY OF
LIABILITY  (WHETHER  ARISING  FROM  BREACH  OF  WARRANTY,  BREACH  OF  CONTRACT,
NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY), OR ANY DAMAGES
RESULTING  FROM  ANY  INTERRUPTION  OR DISRUPTION IN COMMUNICATIONS OR SERVICES,
UNAVAILABILITY  OR  INOPERABILITY OF SERVICES, TECHNICAL MALFUNCTION, LOST DATA,
OR  LOST PROFITS, EVEN IF STRIKEIRON KNEW OR SHOULD HAVE KNOWN OF THE POSSIBLITY
OF  OR  COULD  HAVE  REASONABLY  PREVENTED SUCH DAMAGES, AND NOTWITHSTANDING THE
FAILURE  OF  ESSENTIAL  PURPOSE  OF  ANY  LIMITED  REMEDY.  IN NO EVENT WILL THE
CUMULATIVE  LIABILITY  OF  STRIKEIRON  UNDER  THIS

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AGREEMENT,  WHETHER  ARISING  FROM  BREACH  OF  WARRANTY,  BREACH  OF  CONTRACT,
NEGLIGENCE,  STRICT  LIABILITY  IN  TORT, OR ANY OTHER LEGAL THEORY, EXCEED $100
(ONE  HUNDRED  DOLLARS). IN NO EVENT WILL STRIKEIRON'S REGISTERED PROVIDERS HAVE
ANY  LIABILITY  ARISING  OR  RESULTING  FROM THIS AGREEMENT. NOTWITHSTANDING THE
FOREGOING,  STRIKEIRON  WILL  NOT  BE  LIABLE  FOR  ANY  DAMAGES  CAUSED BY YOUR
COMBINATION  OF  THE  STRIKEIRON MARKETPLACE OR STRIKEIRON WEB SERVICES PLATFORM
WITH  SOFTWARE  NOT  SUPPLIED BY STRIKEIRON OR ANY ALTERATION OR MODIFICATION OF
ANY  OF THE FOREGOING. STRIKEIRON DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE
FROM  YOUR  USE  OF  ANY  SERVICES  PROVIDED  UNDER  THIS  AGREEMENT.

7.2 NO FAILURE OF ESSENTIAL PURPOSE. You acknowledge that StrikeIron has entered
into  this  Agreement  in  reliance  upon  the  limitations of liability and the
disclaimers  of  warranties  set  forth  in  this  Agreement  and  which form an
essential  basis  of  the  bargain  between  the  parties.  You agree that these
limitations  and disclaimers will survive and apply even if found to have failed
of  their  essential  purpose.

                               8. INDEMNIFICATION

8.1  You will defend, indemnify, and hold harmless StrikeIron and its suppliers,
and  their  respective  officers,  directors,  employees,  agents,  contractors,
affiliates,  shareholders and permitted successors and assigns, from and against
any  third  party  claims  arising  out of or resulting from any of Your acts or
omissions  related  to  Your  use  of  the  StrikeIron Web Services Marketplace,
including any claims related to (a) Your submission, posting, or transmission of
any  content or other information; (b) any violation by You of Section 4; or (c)
the  possession or use by StrikeIron or its suppliers of any data or information
that  You  have  transmitted  or  provided  in  connection  with  its use of the
StrikeIron  Web  Services  Marketplace.

                            9. TERM AND TERMINATION

9.1  TERM.  The  initial  term  of this Agreement will commence on the date both
parties  sign and execute this Agreement and will remain in effect for period of
the  payment  term  (please refer to Exhibit A) selected by You as a part of the
registration  process,  provided  that  you  remain  current  in  Your payments.
Thereafter,  the  term of this Agreement will automatically renew for additional
periods  in  accordance  with the payment option selected by You, unless earlier
terminated  under  Section  9.2.  Continued  use  of the StrikeIron Web Services
constitutes  acceptance  of  this  Agreement  and  any  future  versions.

9.2  TERMINATION.  Either  party  may  terminate  this Agreement with or without
cause,  upon  thirty  (30)  days  written  notice. StrikeIron may terminate this
Agreement,  without  prior  notice,  in  the  event  that You violate any of the
policies  or  restrictions  set  forth  in  Section

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4.  In  addition,  this  Agreement  and Your authorization to use the StrikeIron
Marketplace,  the  StrikeIron  Web  Services Platform and Web Service Data shall
automatically  terminate ten (10) days after the due date of any payment due and
not  paid  by  You.

9.3 EFFECTS OF TERMINATION.

(a)  TERMINATION  OF  AUTHORIZATION. Upon the termination of this Agreement, (i)
the  authorization  and  all  license  rights  granted  in  this  Agreement will
immediately  cease;  and  (ii)  You  will  promptly  discontinue Your use of the
StrikeIron  Marketplace,  the  StrikeIron  Web Services Platform and Web Service
Data.  Termination  of  this  Agreement  will  not  relieve  either party of any
obligation  accruing  to  such  party prior to such termination or result in the
waiver  of any right or remedy by a party hereto accruing to such party prior to
such  termination.

(b)  REFUND  OF FEE. Upon termination of this Agreement any refund of fees shall
be  treated  in  accordance with the refund policy described in the registration
form.

9.4 SURVIVAL. The provisions of Sections 1, 2.2, 2.3, 3.2, 3.3, 5, 6, 7, 8, 9.3,

9.4 and 10 will survive the expiration or termination of this Agreement.

                               10. MISCELLANEOUS

10.1  ASSIGNMENT.  You  may  not assign this Agreement, nor assign any rights or
delegate  any obligations under this Agreement by operation of law or otherwise.
StrikeIron may assign this Agreement without Your written consent. Any attempted
assignment  inconsistent  with  this  Section  10.1  shall be null and void. The
rights and obligations of the parties under this Agreement shall be binding upon
and inure to the benefit of the successors and permitted assigns of the parties.

10.2  FORCE  MAJEURE.  StrikeIron will not be liable for any failure or delay in
its  performance  under  this  Agreement, or for damages or losses due to causes
beyond  its reasonable control, including acts of God, acts of civil or military
authority,  fires,  environmental  conditions, riots, wars, sabotage, terrorism,
strikes  or  other  labor problems, failure of third party suppliers or vendors,
failure of electronic or mechanical equipment or communications lines, telephone
or  other  interconnect  problems,  unauthorized  access, theft, operator error,
telecommunications  failure  or  governmental  actions.

10.3  GOVERNING  LAW.  This  Agreement  will  be  governed  by  and construed in
accordance with the laws of the State of North Carolina as applied to agreements
made,  entered  into  and  performed  entirely  within  North  Carolina by North
Carolina  residents. All disputes arising out of this Agreement shall be subject
to  the exclusive jurisdiction and venue of the state and federal courts located
in  the  State of North Carolina. The UN Convention on the International Sale of
Goods  shall  not  apply  to  this  Agreement.

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10.4  INJUNCTIVE  RELIEF.  You  acknowledge  and agree that the breach by You of
Section  2  or  4  of  this Agreement would cause immediate, irreparable harm to
StrikeIron  for  which  recovery  of  money  damages  would  be  inadequate, and
therefore,  StrikeIron  will  be  entitled  to  seek timely injunctive relief to
protect  its rights and restrain any actual or threatened breach thereof without
posting any bond or other undertaking, in addition to any and all other remedies
available  at  law  or  in  equity.

10.5  NOTICES.  Except for notices pertaining to Section 10.6 below, any notices
or  communications under the Agreement shall be by electronic mail or in writing
and  shall  be  deemed  delivered  upon  receipt  to  the  party  to  whom  such
communication  is directed. If to StrikeIron, such notices shall be addressed to
legal@strikeiron.com  or  to the address in Section 10.6 below, Attention: Legal
Department.  If  to  You,  such  notices shall be addressed to the electronic or
mailing  address  specified  during  Your  registration  process,  or such other
address  as  either  party  may  give  the  other  by notice as provided in this
Section. It is the Your responsibility to provide accurate information to ensure
that  StrikeIron is notified of any changes to Your address as specified in this
Section.

10.6  NOTICE  OF  THIRD  PARTY  CLAIMS OF COPYRIGHT INFRINGEMENT. All notices of
claims of infringement shall be sent to StrikeIron's copyright agent and must be
delivered by personal delivery, by facsimile, by nationally recognized overnight
courier,  or by certified or registered U.S. mail, return receipt requested, and
will  be deemed effective upon: personal delivery, acknowledgement of receipt of
electronic  transmission,  one  day  after  deposit with a nationally recognized
overnight courier, or five (5) days after deposit in the U.S. mail. StrikeIron's
copyright  agent who is to receive notice under the Digital Millennium Copyright
Act  for  claims  of  copyright infringement for the StrikeIron Marketplace, the
StrikeIron  Web  Services  Marketplace,  and  the  StrikeIron Web Services is as
follows:

                       StrikeIron, Inc. Legal Department
                        2520 Meridian Parkway, Suite 150
                                Durham, NC 27713
                          By phone: +1 (919) 405-7010
                           By fax: +1 (919) 405-7025
                         By email: legal@strikeiron.com

StrikeIron  may  change  the  name  and address of and other information for its
copyright  agent  at  any time upon written notice to You as provided in Section
10.5.  If  You  believe  that  a work of authorship has been infringed, you will
provide  StrikeIron's  copyright  agent with the following information or items:
(a)  an  electronic  or  physical  signature  of the person authorized to act on
behalf  of  the  owner  of  the  copyright  interest;  (b)  a description of the
copyrighted work that claimed to have been infringed; (c) a description of where
the  material  that is claimed to be is infringing is located; (d) Your address,
telephone  number,  and  email address; (e) a statement that it has a good faith
belief  that  the  disputed  use  is  not authorized by the copyright owner, its
agent,  or the law; and (f) a statement, made under penalty of perjury, that the
information  in  its  notice  is  accurate  and  it  is  the  copyright owner or
authorized  to  act  on  the  copyright  owner's  behalf.

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10.7 LIMITATION OF ACTIONS.  No action, regardless of form, arising out of this
Agreement may be brought by You more than two (2) years after the cause of
action has arisen.

10.8 ATTORNEY'S FEES. If any legal action is brought to construe or enforce any
provision of this Agreement, the prevailing party will be entitled to receive
its reasonable attorney's fees and court costs, in addition to any other relief
that it may be entitled to receive.

10.9 PUBLICITY. You will not make any public statement, press release or other
announcement relating to this Agreement, or make any reference to StrikeIron,
without the prior approval of StrikeIron. StrikeIron may reasonably use Your
name and a description of Your use of the StrikeIron Web Services Platform or
StrikeIron Marketplace for its investor relations and marketing purposes.  This
Section 10.9 will not in any way restrict either party from complying with any
law, regulation or other governmental demand or request for information.

10.10 EXPORT CONTROL. Regardless of any disclosure made to StrikeIron of an
ultimate destination or use of the StrikeIron Web Services Platform, StrikeIron
Marketplace or Web Service Data, You warrant that You will not export or
re-export, directly or indirectly, any such items without first obtaining any
and all necessary licenses and approvals from the U.S. Department of Commerce,
or any other agency or department of the U.S. Government, or any foreign
government, as required by applicable laws and regulations. By accessing the
StrikeIron Marketplace You are warranting that You are not located in, under the
control of, or a national or resident of any country specifically designated by
applicable export laws or regulations, and that You do not appear on any list of
prohibited persons or entities under such laws and regulations.

10.11 SEVERABILITY; WAIVER. If any provision of this Agreement is held to be
invalid or unenforceable, the remaining provisions will continue in full force
and effect without being impaired or invalidated in any way. The parties agree
to replace any invalid provision with a valid provision that most closely
approximates the intent and economic effect of the invalid provision. The
failure to enforce or waiver of any party of a breach of any provision of this
Agreement will not operate or be interpreted as a waiver of any other or
subsequent breach.

10.12 CONSTRUCTION. The headings of sections in this Agreement are for
convenience and are not to be used in interpreting this Agreement. As used in
this Agreement, the word "including" means "including but not limited to."

10.13 ENTIRE AGREEMENT. Except as provided in Section 1.1, this Agreement sets
forth the complete, exclusive and final statement of the agreement among the
parties with respect to the subject matter hereof. This Agreement supersedes and
replaces any and all prior agreements among the parties regarding such subject
matter.


<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by duly authorized officers or representatives as of the Effective Date.

STRIKEIRON, INC.                    CUSTOMER

By: ___________________________     By: ___________________________

Name: _________________________     Name: ___________________________

Title: ________________________     Title: ___________________________

Date: _________________________     Date: ___________________________

<PAGE>
                      EXHIBIT A: PAYMENT TERMS AND PRICING

A.1 SUBSCRIPTION TYPE. You will purchase a Monthly subscription and will be
charged in accordance with the Terms below.

A.2 SUBSCRIPTION TERMS. All subscriptions include upgrades and basic
PersonNamesupport during the subscription period.

     A.2.1 MONTHLY PURCHASE.

          A.2.1.1  Prorated:  At  the  time  of  purchase, your credit card will
          be  charged  for  a  pro-rated amount for the current month's service,
          plus one month in advance. Your hit count is also prorated and you are
          granted the appropriate number of hits for the partial month, plus one
          full  month's  hits. Thereafter, your anniversary date will be set to,
          and  your credit card will be charged on, the first day of every month
          for  the  full  month's  rate.

          A.2.1.2  Not  prorated:  At  the  time  of  purchase, your credit card
          will be charged for one full month's service and your hit count is set
          to the total number of hits purchased. Your anniversary date is set to
          the  first  day  of  the  very next month. Your credit card is charged
          again,  and  your  hit  count  is  reset. On the first of every month,
          thereafter,  your  credit  card  is  charged,  and hit count is reset.

A.3 GENERAL. Your subscription will be renewed automatically until you notify
StrikeIron of your intent to cancel. Your notification must be received on a
business day prior to the next anniversary date of your subscription renewal,
otherwise you will be charged for the next full month. To cancel a subscription,
please send an email to billing@strikeiron.com.

Monthly subscriptions will be validated electronically over the Internet.

Rate increases may occur on the anniversary date of your subscription.

Subscription Terms are subject to change without notice.

For any questions, please contact StrikeIron at +1.919.405.7010 ext. 100 or at
sales@strikeiron.com.







<PAGE>
A.4 PRICING.

[Confidential]