JOINT VENTURE AGREEMENT FOR ULTIMATEAGGREGATORSOLUTIONS.COM
           -----------------------------------------------------------

THIS  JOINT  VENTURE  AGREEMENT  dated for reference the 15th day of March, 2000
(the  "Agreement").

BETWEEN:

VIRTUALSELLERS.COM,  INC.,  a corporation incorporated under the federal laws of
Canada  with  offices at Suite 1000, 120 North LaSalle Street, Chicago, Illinois
60602

(the  "Company")

AND:

IMC  (INTERNET  MARKETING  CONSORTIUM)  / CABLE PRINT NETWORK MARKETING, INC., a
Pennsylvania  corporation  with  offices at Suite 930, The Pavilion, Jenkintown,
Pennsylvania  19046

("IMC/CPNM")

WHEREAS:

A.          IMC/CPNM  has developed proprietary Internet / multi-media marketing
programs  and  is  skilled  and  networked in the use of variety of promotional,
direct  and  targeted marketing methods and currently provides up to 250 million
Internet  hits  per  month  on  a  consortium  of  Internet  companies;

B.          The  Company  has  products  and/or  services  (the  "Products  and
Services")  relating  to  e-commerce  services,  as  contemplated  in Addendum A
hereto,  which  it  wishes  to  market  via  IMC/CPNM;  and

C.          The  Company and IMC/CPNM (the Company and IMC/CPNM are collectively
referred  to  herein as the "Joint Venturers") desire to enter into an agreement
to  form  a  joint  venture  (the  "Joint Venture") for the purpose of utilizing
IMC/CPNM's  multimedia  marketing  methods  to  generate  customers  and to sell
Products  and  Services,  develop and market databases, and potentially take the
Joint  Venture  public.

NOW  THEREFORE,  in  consideration  of  the  foregoing  and the representations,
covenants  and  agreements  of  the  parties  herein  contained  and the parties
intending  to  be legally bound, the parties to this Agreement agree as follows:

<PAGE>

                                    ARTICLE 1
                                    FORMATION

1.1     Formation  and  Ownership.  The Joint Venturers hereby agree to form the
Joint  Venture  to  implement  the  business  as  set  forth  herein.  The Joint
Venturers  hereby agree that the Joint Venture shall be operated through a newly
incorporated  Delaware  Corporation (the "JV Corporation").  The  JV Corporation
shall  have  one  class  of  shares  which  shall be issued equally to the Joint
Venturers  such  that  each  of  the  Joint Venturers owns a fifty percent (50%)
interest  in  the  Joint  Venture.  No  action  by  the  shareholders  of the JV
Corporation  shall  be  effective  unless  mutually  approved  by  the  board of
directors  of the JV Corporation representing both of the Joint Venturers.  Upon
constitution  of the JV Corporation all business and assets of the Joint Venture
will be rolled into the JV Corporation and the JV Corporation will assume all of
the  liabilities  of  the  Joint Venturers in connection with the Joint Venture.
Thenceforth the business of the Joint Venture will be conducted solely by the JV
Corporation  and  the  rights,  liabilities  and  responsibilities  of the Joint
Venturers  will  be  governed  by  corporate  law  and  this  Agreement  and any
shareholder  agreement  to  which  the  Joint  Venturers  may  become parties in
replacement  hereof.

1.2     Name  of  Joint  Venture.  The  name  of  the  Joint  Venture and the JV
Corporation shall be UltimateAggregatorSolutions.com, until the Joint Venture is
incorporated,  at which time the JV Corporation will have such similar corporate
name  as  may  be  available  and  the  Joint  Venturers  may  approve.

1.3     Term.  The Joint Venture shall commence as of the date hereof and remain
in  full  force and effect until terminated by the Joint Venturers in accordance
with  the  terms  of  this  Agreement.

1.4     Inspection.  The  books  and  records  of  the  Joint Venture and the JV
Corporation  shall  be  maintained  by  IMC/CPNM on behalf of the Joint Venture.
Such  books and records shall be available for inspection by the Joint Venturers
during  normal  business hours at the offices of IMC/CPNM upon reasonable notice
to  IMC/CPNM.

<PAGE>

1.5     Checking  Account.  IMC/CPNM  shall  be  responsible  for  maintaining a
checking  account  for the Joint Venture (the "JV Checking Account") in the name
of the Joint Venture.  The Company shall receive all payments for their products
and  /or  services  sold  by  the  Joint Venture.  The Company shall immediately
deduct  the cost of the items or services sold plus the exact shipping costs and
handling  costs,  as  well  as credit card clearing and related costs.  From the
balance  remaining  after  deduction  of  the  aforesaid costs, the Company will
forward  ten  (10%) thereof to the JV Checking Account on a semi-weekly basis by
either direct deposit or mailing by overnight mail a check directly to the Joint
Venture  at  IMC/CPNM's  offices  at the address indicated above.  At the end of
each  calendar  month,  the Company shall present the proportionate expenses, as
mutually  agreed upon by the Joint Venturers, that are attributable to the Joint
Venture,  which  expenses  will be deducted from the funds received by the Joint
Venture  from  the  Company.  Each  of  the Joint Venturers shall be entitled to
received  fifty  percent  (50%)  of  the  profits of the Joint Venture.  Monthly
balance  reports  will  be  submitted  to  the  Joint  Venturers.

1.6     Accounting.  The Joint Venture shall use the services of Cohen, Engel, &
Albert,  independent  Certified Public Accountants, to prepare all necessary tax
returns  and  financial statements for the Joint Venture and the JV Corporation.

1.7     Board  of  Directors.  The  Joint Venture shall be managed by a board of
directors  (the  "JV  Board") initially consisting of two members, with IMC/CPNM
nominating  Beryl  Wolk  and  the  Company  nominating  Dennis Sinclair.  Unless
otherwise agreed, the Joint Venturers shall each be entitled to appoint an equal
number  of  directors to the board of directors of the JV Board and such members
shall  have  equal  voting rights; the chair of any meeting of the JV Board will
not  have  a  casting  vote.  The Joint Venturers agree to vote in favour of the
appointment  of  any  nominee  to  the  JV  Board  designated by the other Joint
Venturer,  provided  that such nominee is not prohibited by law from acting as a
director.  The  JV  Board  shall  govern  the  affairs  of the Joint Venture and
mutually agree on the budget for marketing activities, the selection of officers
for  the  Joint Venture and the JV Corporation, the selection of the facilitator
and  all  other  discretionary  matters.

1.8     Offices.  The  Joint  Venture shall maintain an office at Suite 930, The
Pavilion,  Jenkintown,  PA  19046,  Phone:  (215)  887-5700.  #107,  Fax:  (215)
887-7076.

<PAGE>

1.9     Restriction  on  Sale.  Each of the Joint Venturers hereby covenants and
agrees  that  it  shall  not  mortgage,  pledge,  sell,  assign, hypothecate, or
otherwise  encumber,  transfer,  or permit to be transferred in any manner or by
any  means  whatsoever,  whether  voluntarily or by operation of law, all or any
part of its interest in the Joint Venture without the express written consent of
the  other  Joint  Venturer.  If  any  Joint  Venturer  pledges, sells, assigns,
hypothecates, or otherwise encumbers, transfers, or permit to be transferred any
part  of  its  interest  in the Joint Venture without the written consent of the
other  Joint  Venturer  then, in addition to any other remedy to which the other
Joint  Venturer may be entitled at law, in equity or pursuant to this Agreement,
the  other  Joint  Venturer  will  be  entitled  to  immediately  terminate this
Agreement, without notice.  It is agreed by each of the Joint Venturers that the
damages which would be suffered by either of them as a consequence of the breach
of  this  Section  1.9  by  the  other  would  not  readily  be  calculable, and
accordingly,  in  the event of breach of this Section 1.9 by one Joint Venturer,
the  other Joint Venturer will be entitled to injunctive relief and to recission
of  any  transaction  which  is  in  breach  of  this  Section  1.9.

1.10     Allocation  of  Profits/Losses.  All  profits  and  losses of the Joint
Venture  shall  be  distributed  equally to the Joint Venturers after all of the
expenses of the Joint Venture are paid.  The expenses of the Joint Venture shall
include,  without  limitation,  the cost of products/services, customer support,
facilitator's  fees, legal and accounting fees and infrastructure and multimedia
expenditures,  all  as mutually agreed upon by the JV Board.  The profits of the
Joint  Venture,  if  any,  shall be distributed on a quarterly basis except such
amounts to be retained in the Joint Venture for purposes of corporate operations
as  determined  by  the  JV  Board.

1.11     Non-Encumbrance.  Each  of  the  Joint  Venturers  hereby covenants and
agrees  that  it  shall not obligate the other Joint Venturer to any third party
without prior written notice to and consent of the other Joint Venturer and that
without  such  prior written consent, neither Joint Venturer has any legal right
or  authority  to  bind  the  other.

1.12     Disclaimer  of Certain Legal Relationships.  Neither this Agreement nor
the  performance by the parties hereto of their respective obligations hereunder
creates  a  relationship  between  the  parties  of  permanent  joint venture or
partners  or  principal  and agent or similar relationship.  This Agreement does
not  restrict the right of either party to carry on or engage in any business or
activity,  whether  directly  or  indirectly,  alone or in combinations with any
other  person  or  persons  and whether or not competitive with the business and
activities  of  any  other  party  or  the Joint Venture, save in respect of the
Products  and  Services.

                                    ARTICLE 2
              THE JOINT VENTURERS' OBLIGATIONS AND RESPONSIBILITIES

2.1     The  Company's  responsibilities  shall include, without limitation, the
following:

<PAGE>

(a)     providing  retail  pricing  and  negotiated wholesale costs to the Joint
Venture  for  the Products and Services being offered for sale through the Joint
Venture

(b)     delivery  of  materials  as  contemplated  in  Addendum  B  hereto;  and

(c)     fulfilment  of  the  Products  and  Services.

     The obligations under this Section 2.1 shall extend to both the present and
future  Products  and  Services  to  be  sold  by  the  Company.

2.2     IMC/CPNM's  responsibilities  and  obligations  shall  include,  without
limitation,  the  development and management of the marketing strategies and use
of  its  network  of  multimedia,  the  implementation  of and budgeting for are
subject  to  the approval of the JV Board, as contemplated in Addendum C hereto.

2.3     IMC/CPNM  shall  designate  a  facilitator team for the Joint Venturers,
which  team  shall  be  paid a Facilitation Fee by the Company, of five thousand
dollars  ($5,000.00)  per month for 6 months. The first payment in the amount of
five thousand dollars ($5,000.00) is due within ten (10) days after execution of
this  Agreement  is  executed,  and  subsequent  payments  in the amount of five
thousand  dollars ($5,000.00) are to be paid every month thereafter on the first
of  the  month  for a total of six (6) months.  Thereinafter a percentage of the
profits,  if  any,  of  the  Joint  Venture,  after  taxes,  will be paid to the
facilitator  as  determined  by  the  JV  Board.

                                    ARTICLE 3
                              INTELLECTUAL PROPERTY

3.1     Copyrights,  Patents,  and  Trademarks.  The  Joint  Venturers  agree as
follows:

(a)     all  pre-existing  patents,  intellectual  property,  trademarks  and
copyrights  of each of the Joint Venturers shall remain its respective property;

(b)     any  and  all  patents,  trademarks  and/or  copyrights  which the Joint
Venture  may  develop and register under any state, federal or foreign law shall
be  registered in the name of the JV Corporation.  If, for any reason, the Joint
Venture  fails  or  terminates,  all  patents,  trademarks,  and/or  copyrights
developed  by  the  Joint  Venture  shall  revert  to  the concept originator as
evidenced  by  a  "concept  origination"  memo to be kept on file by the patent,
trademark,  copyright  firm  which files all applications on behalf of the Joint
Venture.

<PAGE>

3.2     Customer Lists.  All customer lists developed by the Joint Venture shall
be  the  property of the Joint Venture.  IMC/CPNM shall use its expertise and be
responsible  for  the  marketing  of  such customer lists on behalf of the Joint
Venture.  Both  of  the  Joint  Venturers  must  agree to any actions to sell or
disclose  to a third party such customer lists resulting from the Joint Venture.

3.3     Warranty/Indemnification.  Each of the Joint Venturers to this Agreement
do  hereby  represent,  warrant and covenant that its undertaking hereunder does
not  infringe  or  interfere  with  any  intellectual property or other contract
rights  of any third parties, and each shall indemnify, save, and hold the other
party  harmless,  including  cost  of defence, from any suit, demand, judgement,
claim,  liability,  or  proceeding  founded  on  such  third  party's  claim  or
settlement.

                                    ARTICLE 4
                                   TERMINATION

4.1     In  the case of any unresolved breach of this Agreement by either of the
Joint  Venturers,  and  after conformance with the cure provisions as defined in
Section  5.5(f),  either  of  the  Joint  Venturers  may  declare this Agreement
terminated  as to any further business to which the Joint Venture is not already
obligated.  Termination  for  reasons  other than cause shall require the mutual
written consent of the JV Board.  Upon termination of this Agreement, the assets
of  the Joint Venture, if any, including retained earnings, after payment of all
Joint  Venture  expenses obligations, shall be divided equally between the Joint
Venturers.

4.2     Either  of  the Joint Venturers may terminate this Agreement upon thirty
(30) days written notice to the other Joint Venturer in the event that the Joint
Venture  becomes  insolvent or bankrupt. For the purposes of this Agreement, the
term  "insolvent"  shall  mean that the Joint Venture's assets are less than its
liabilities  and  it is unable to pay debts as the become due over the following
three  month  period.

4.3     At  any  time during or subsequent to the termination of this Agreement,
as provided herein or otherwise, the Company shall not utilize any of IMC/CPNM's
multimedia  marketing  techniques and materials or any parts thereof without the
express  written  consent  of  IMC/CPNM.

4.4     In  the event of termination of this Agreement, neither IMC/CPNM nor the
Company  shall use the copyrights, intellectual property, patents, or trademarks
of the other without the express written consent of the Joint Venturer that owns
the  copyright,  intellectual  property,  patent,  or trademark.  This paragraph
shall  not  apply  to  any  media  that  is  currently  being run at the time of
termination  until  such contracted time of running (with the third party media)
expires.

<PAGE>

4.5     Cause  shall  be  defined  as any action that constitutes fraud, or if a
party  commits  a  fundamental breach of this Agreement or is declared bankrupt,
seeks  protection  from its creditors or if the property or undertaking of a the
party  come  to  be administered by a trustee, receiver or receiver and manager.

                                    ARTICLE 5
                            MISCELLANEOUS PROVISIONS

5.1     Execution  of  Other  Documents.  The  Joint  Venturers will execute and
deliver  all  other documents and instructions which are reasonably necessary to
carry  out  the  terms  of  this  Agreement.

5.2     IMC/CPNM  Indemnification.  In  the event that the Company or any of its
Joint  Venturers, shareholders, officers, directors, or employees, in pursuit of
their  obligations  created  under  this  Agreement  or  any  other agreement in
connection  with  this  Joint Venture, subjects IMC/CPNM or any of its partners,
shareholders,  officers,  directors, or employees, to possible regulatory action
or  sanction  by a governmental agency of any type, or any litigation concerning
copyright,  trademark,  servicemark,  or  tradename  infringement, or product or
professional  liability  actions,  or  any  other  actions:

(a)     IMC/CPNM  shall  provide  immediate notice in writing to the Company, at
the  address provided above, of any such claim, litigation, regulatory, or other
action.  Such  notice  shall  include  a  copy of all documents, correspondence,
pleadings,  filings  or  other  documents  that  are  involved  with such claim,
litigation,  regulatory,  or  other  action;  and

(b)     IMC/CPNM  further  agrees  that the Company shall have the right to take
part  in and approve any and all settlement negotiations and settlements made or
entered  into  by  IMC/CPNM  or  any  of  its  partners, shareholders, officers,
directors, employees or nominees or any combination of the above, for any claim,
litigation,  regulatory  or other action which is subject to the indemnification
in  this  Section  5.2,  but  if the Company does not advise the IMC/CPNM of its
position  with  respect to any proposed settlement within five (5) business days
of  receipt  of  the terms of the settlement proposal, IMC/CPNM shall be free to
proceed  with the proposed settlement, substantially as notified to the Company,
without  further  discussion  with  the  Company.

<PAGE>

5.3     The Company's Indemnification.  In the event that IMC/CPNM or any of its
partners,  shareholders,  officers, directors, or employees, in pursuit of their
obligations  created  under  this Agreement or any other agreement in connection
with  the  Joint  Venture,  subjects  the  Company  or  any  of  its  partners,
shareholders,  officers,  directors, or employees, to possible regulatory action
or  sanction  by a governmental agency of any type, or any litigation concerning
copyright,  trademark,  servicemark,  or  tradename  infringement, or product or
professional  liability  actions, or any other action, IMC/CPNM shall defend and
indemnify  in  full the Company and any of its partners, shareholders, officers,
directors,  or  employees,  for  all costs, fees, penalties, fines, settlements,
and/or  judgements incurred by the Company or any of its partners, shareholders,
officers,  directors  employees,  or  nominees  or any combination of the above,
including  reasonable attorney's fees, arising as a direct or indirect result of
such  actions:

(a)     the  Company  shall  provide immediate notice in writing to IMC/CPNM, at
the  address  provided above, of any such claim, litigation, regulatory or other
such  action.  Such notice shall include a copy of all documents correspondence,
pleadings,  filings,  or  other  writings  that  are  involved  with such claim,
litigation,  regulatory,  or  other  action;

(b)     the  Company  further  agrees that IMC/CPNM shall have the right to take
part  in and approve any and all settlement negotiations and settlements made or
entered  into  by  the  Company  or any of its partners, shareholders, officers,
directors employees, or nominees or any combination of the above, for any claim,
litigation,  regulatory  or other action which is subject to the indemnification
in this Section 5.3, but if IMC/CPNM does not advise the Company of its position
with respect to any proposed settlement within five (5) business days of receipt
of  the  terms  of the settlement proposal, the Company shall be free to proceed
with  the  proposed  settlement,  substantially as notified to IMC/CPNM, without
further  discussion  with  IMC/CPNM.

5.4     Force Majeure.  Each of the Joint Venturers hereto shall be excused from
performing  any  obligations  under  this  Agreement,  in whole or in part, as a
result of delays or interference caused by the other Joint Venturer or by an act
of  God,  war,  labor  disputes,  strikes,  flood,  lightening,  severe weather,
shortage  of  materials, failure or fluctuations in electrical power, disruption
of  service, or other cause beyond a party's reasonable control (other than lack
of  funds).  Such  non-performance  shall  not  be  deemed  a default under this
Agreement  unless  such  non-performance  continues  for a period of ninety (90)
days.

5.5     Miscellaneous.

(a)     This  Agreement  represents  the  entire  agreement  between  the  Joint
Venturers  and  shall not be changed orally. Any changes to this Agreement shall
be  in  the  form  of a written addendum to this Agreement signed by each of the
parties  hereto.

<PAGE>

(b)     This  Agreement  shall inure to the benefit of the parties together with
their  successors  and  permitted  assigns.

(c)     If  any  portion  of  this  Agreement  is  struck  down  or  declared
unenforceable  by  a  court  of  competent jurisdiction, it shall not affect the
other  provisions  of  this  Agreement.

(d)     The waiver by either party of any right hereunder shall not constitute a
waiver  of  any  other  rights,  nor  shall  the waiver of any right in instance
constitute  the  waiver  of  such  right  on  going.

(e)     Any and all disputes arising under or related to this Agreement shall be
submitted to binding arbitration before the American Arbitration Association, in
accordance  with  the  rules  and  regulations then in effect.  Any award may be
entered  by  either  party  as  a  judgement or decree in any court of competent
jurisdiction  and  enforced  accordingly.  The  parties  shall share equally any
American  Arbitration  Association  fees  incurred by either party in connection
with  any dispute.  Any such arbitration shall take place in Montgomery Country,
Pennsylvania  and  shall  be  governed  by  Pennsylvania  law.

(f)     Neither  party  shall  any  right or remedy hereunder with respect to an
alleged  breach  of  any  provisions  of this agreement without first giving the
other  party  written notice via nationally recognized courier service or United
States  Postal  Service,  Certified  Return  Receipt  Requested  mail,  clearly
specifying  the  nature of the alleged breach within thirty (30) days of receipt
of  such notice.  Notice by fax machine shall not be sufficient.  No notice will
be  required  in the event that breach of this agreement arises by reason of the
bankruptcy  or  receivership of a party or because a party has sought protection
from  its  creditors.

(g)     All signatories to this Agreement hereby represent and warrant that they
have the requisite authority to enter into this transaction, and that the entity
which  the  represent  has  complied  with  all  necessary formalities under all
applicable  bylaws  or  agreements,  as  well  as  all applicable state laws and
regulations.

<PAGE>

(h)     Each  of the Joint Venturers hereby agrees that the other Joint Venturer
shall  at  all  times  be free to engage in any other business activities not in
conflict  or competition with the Joint Venture unless agreed in writing but the
other  Joint  Venturer.

(i)     This  Agreement  shall  be  construed in accordance with the laws of the
State  of  Illinois  and  the  Federal  laws  of  the  United  States of America
applicable in Illinois.  The parties submit to the non-exclusive jurisdiction of
the  courts  of  competent  jurisdiction  in Chicago, Illinois in respect of any
legal  proceeding  hereunder,  subject  always  to  Section  5.5(e)  hereof.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their duly authorized representative as the day and year first written above.
This  agreement may be executed in multiple counterparts, each of which shall be
deemed  an  original  and  all  of  which  shall  constitute  one  and  the same
instrument.

     VIRTUALSELLERS.COM,  INC.

        /s/  Dennis  Sinclair
        ---------------------
             Dennis  Sinclair

Signed:  March  ____,  2000

       INTERNET  MARKETING  CONSORTIUM
     /CABLE  PRINT  NETWORK  MARKETING

                      /s/  Beryl  Wolk
                      ----------------
                           Beryl  Wolk

Signed:   March  12,  2000

<PAGE>

                                   ADDENDUM A

                              PRODUCTS AND SERVICES

SET  UP

STANDARD  PAGES
STATIC  HTML  PAGES
INTERACTIVE  PAGES  (FORMS)
PHOTOGRAPHY
SCANS
BULLETIN  BOARD(S)
CHAT  ROOM(S)

COMMERCE  PAGES

ITEM  ADDED  TO  SHOPPING  DATABASE
(INCLUDES  MODIFICATION  OF  EXISTING  HTML  PAGES  WITH  TAME)
CATALOG  ITEM  IMAGE  SCANNING
CATALOG  ITEM  PAGE  CREATION
CATALOG  PAGE  TEXT  CONVERSION

E-COMMERCE  TRANSACTION  PROCESSING

HOSTING

WWW.THEIRCOMPANY.COM

     WITHOUT  COMMERCE

WWW.VIRTUALSELLERS.COM/THEIRCOMPANY

FTP  ACCESS
EMAIL

<PAGE>

                                   ADDENDUM B

               MATERIALS TO BE PROVIDED BY THE COMPANY TO IMC/CPNM

The  Company  shall  be responsible for delivering to IMC those materials and/or
product  samples needed for the placement of promotional or sales information on
to  the  Internet  Marketing  Consortium  Web  sites.

Said  materials  will  also  be  supplied  to  IMC/CPNM in electronic format, as
specified  to the Company by IMC/CPNM. If materials are not provided to IMC/CPNM
in  the  proper format, or the Company is unable to provide them in such format,
IMC/CPNM will direct the Company to a third party capable of converting existing
materials  into  a  proper  electronic  format,  at  the  company's  expense.

<PAGE>

                                   ADDENDUM C

              PROCEDURES FOR PLACEMENT OF PRODUCTS AND/OR SERVICES
                      ON THE INTERNET MARKETING CONSORTIUM

The  following  outline  is  intended  to  illustrate the processes by which the
Company's  products  and/or  services  will be promoted, offered for sale and/or
presented.  It  is  NOT  intended  to  be viewed as a definitive timeline, nor a
guarantee  of  action  on  the  part  of  CPNM/IMC.  As  the  Internet Marketing
Consortium is continuously developing, changes in this projected outline can and
do  occur  on  a  regular  basis.  CPNM/IMC  will promote, offer for sale and or
present in the manner described below, the Company's products and/or services on
a best effort basis.  CPNM/IMC will provide periodic reports as to the status of
product  promotion  and  development  on a reasonable basis and shall advise the
Company  of  any  material  delays  or  impediments.

A)     Production  of  web  site

When  possible  and appropriate, CPNM/IMC will propose designers and programmers
capable  of  producing  a  free-standing web site, which will exist separate and
apart  from  any  sub-sites  created by IMC's Member Web Sites. Costs associated
with  the  production  of  such sites will be the responsibility of the Company.
Where  funding  for  the  Joint Venture will rely on revenues generated from the
sale  and/or  promotion of the Company's products and/or services, creation of a
free  standing  web site will not commence until such funding becomes available.
Should  the  Company wish to commence construction of said site before the Joint
Venture  has  the  necessary funds to do so, the Company will be responsible for
the  funding of such activity. CPNM/IMC will negotiate for discounted web design
services  on  behalf  of  its  partners through other Joint Venture partners, if
necessary  and  appropriate.

B)     Placement  of  products  and/or  services  on  IMC  Member  Sites.

CPNM/IMC  will  submit  materials  provided  by  the  Company  (as laid forth in
Addendum  A)  to its Member Web Sites for inclusion, at their discretion. Member
Web  Sites are those Charter IMC members who are responsible for providing front
line  sales  and/or  presentation  of the Company's products and/or services. At
their  discretion,  Member  Web Sites will present the Company's products and/or
services  in a manner consistent with each Member Web Site's production methods.
Where  appropriate,  necessary  and  feasible,  Member  Web  Sites will create a
co-branded  series  of pages and/or banners which feature the Company's products
and/or  services.
Under  normal  circumstances,  such  placement  may  often be completed within 4
weeks.  The  IMC  Member  Sites each have their own production schedule, and may
require  more  time  to commence or complete placement of the Company's products
and/or  services  on  their respective sites. Furthermore, there is no guarantee
that  any  specific  web  site  will  accept placement of the Company's products
and/or  services,  as  each  Member  Web Site is entitled to refuse placement of
those products and/or services which do not meet their standards. CPNM/IMC will,
with  all  due  diligence,  work  to  obtain placement of the Company's products
and/or  services  on  all  IMC  Member  Web  Sites.

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C)     Placement  of  banner  advertisements  and/or  endorsements
If COMPANY already has a fully-functional web site with an established eCommerce
system  which is compatible with IMC standards and procedures, then placement of
advertisements or endorsements for the Company's products and/or services may be
expedited.  Certain  web  sites have shown a propensity for prompt and efficient
placement  of  banner  advertisements  and/or endorsements onto their web sites,
given  the  presentation  of  an appropriate and fair distribution of applicable
commissions.

Such  placement  of  banner advertisements and/or endorsements will occur at the
sole  discretion  of  CPNM/IMC.  Said  placement  requires  certain tracking and
verification procedures so that referring web sites can be appropriately tracked
and  reimbursed  for  purchases  of  products and/or services stemming from said
referrals.  CPNM/IMC will be putting into place a system by which such referrals
and  ensuing  purchases  are tracked automatically. Further, it is the Company's
responsibility  to  provide  an  adequate  system  for  tracking  and  recording
referrals  from  Member  Web  Sites.

D)     CPNM/IMC  will, at all times, expedite the commencement of product and/or
service  sales throughout its network of Joint Venture partners. CPNM/IMC cannot
proceed  with  such  placement and commencement of promotion until all materials
deemed  necessary  for  such  are  provided  by  the  Company.