Exhibit 10.8


RESELLER AGREEMENT
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          ABOUT YOUR BUSINESS
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  Reseller (Business Name) thatbank.com
              EIN
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          URL
          www.thatbank.com
          Primary Contact Email Address   isam@thatbank.com
          Billing Address
          1199 West Hastings Street, 3rd floor
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  City   Vancouver      Province: BC    Country: Canada     Postal code: V6E 3T5

  Telephone ( 604)899-0411
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          Type of Business
          e-commerce solutions provider
          Yrs. in Business 1
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  Business Address (if different from above)
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          City State Zip code Bus. Telephone ( )
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          Name of Principal Jack Combs
          Title  Executive Vice President
          Home Address
          City
          State
          Zip code
          Telephone (       )



          CREDIT CARD PAYMENT INFORMATION
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  Account#                                                Expiration Date
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          Name on Account

          - OR -    CHECKING ACCOUNT PAYMENT INFORMATION
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  Bank Name              Routing #                            Account #
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  Name on Account
  Reseller hereby authorizes  iTransact.com,  Inc., or its designee or successor
  or assign (hereinafter  "iTransact") to obtain payments now due or hereinafter
  imposed owed by Reseller  under this  Agreement by printing  check drafts made
  payable by  Reseller  to  iTransact  on  Reseller's  account at the  financial
  institution  (hereinafter  "Bank")  indicated  above or at such  other Bank as
  Reseller may from time to time use, and/or by charging  Reseller's credit card
  indicated  above or such other  credit card as Reseller  may from time to time
  use. Further, Reseller authorizes Bank and/or credit card issuer to accept and
  to charge any drafts or debit  entries  initiated by  iTransact to  Reseller's
  account.  In the event that iTransact  erroneously debits Reseller's  account,
  Reseller  authorizes  iTransact  to credit  Reseller's  account for the amount
  erroneously debited. In the event that Reseller terminates such authorization,
  iTransact, in its sole discretion, may invoice Reseller for payments due under
  this Agreement and include a $5.00 per month processing fee in such invoices.
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                                                       X     RESELLER   INITIALS

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ACCEPTANCE OF AGREEMENT INCLUDING ATTACHED TERMS
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  Reseller's Signature/Title    Print Name       John W. Combs     Date 09/20/00
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ACCEPTANCE BY ITRANSACT.COM, INC.
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  Signature/Title                 Print Name
              Date
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                                                                     Page 1 of 4

TERMS
1. RETENTION AND ENGAGEMENT.
iTransact.com,  Inc.,  its successors  and assigns  (hereinafter  referred to as
"iTransact"),  hereby offers to above-named business (hereinafter referred to as
"Reseller")  and Reseller  hereby accepts from iTransact  authorization  to sell
iTransact's  credit  card  transaction  services  and EFT  transaction  services
(hereinafter  referred to as the "Services") to Reseller's clients  (hereinafter
individually  referred  to as  "Merchant")  on terms  and  conditions  set forth
herein.  Reseller  hereby affirms that it is engaged in a lawful business and is
duly licensed under the laws of the State,  County, and City where it is located
to conduct  such  business.  Reseller  agrees to follow  procedures  provided by
iTransact,  and understands  that these procedures may change from time to time.
iTransact  reserves  the  right to refuse  service  and/or  limit  access to its
servers to anyone. Circumstances (not inclusive of all circumstances) that could
warrant such action  include  nonpayment of fees to iTransact,  the discovery of
illegal activities on the part of the reseller and/or the merchant,  and general
economic business decisions.
2. TERM.
This  Agreement  will begin the date this  contract  is signed and  accepted  by
Reseller and  iTransact,  and will remain in effect until  terminated  by either
party.  Unless earlier terminated by either party pursuant to Section 2.1 below,
this  Agreement  will continue for three (3) years from the date the contract is
signed. After the expiration of the initial term, the Agreement will continue in
effect until  terminated  by at least a ninety (90) day written  notice.  Either
party may terminate  this  Agreement upon the occurrence of any of the following
events:

2.1 Breach by either party of any of the material terms (including obligation to
pay) of the Agreement and the failure of the breaching party to cure that breach
within thirty (30) days from the receipt of notice from the non-breaching  party
identifying the breach; or the other party is declared insolvent or bankrupt, or
makes an  assignment  of  substantially  all of its  assets  for the  benefit of
creditors,  or a receiver is appointed or any  proceeding is demanded by, for or
against the other party under any provision of the federal Bankruptcy Act or any
amendment to that Act that is not terminated within 90 days.
3.  EMPLOYMENT.  Reseller is an independent  contractor  under the terms of this
Agreement,  and not an employee or legal  representative of iTransact.  Reseller
will not be treated as an  employee  in regard to any laws  covering  employees.
iTransact will not pay a wage or salary to Reseller. Reseller is responsible for
all of his/her own income taxes, social security taxes,  unemployment taxes, and
any  other  taxes,  licenses,  and  fees of any  kind.  Any and all  claims  for
unemployment  benefits  and or claims for  workers'  compensation  benefits  are
hereby expressly waived by Reseller.
4.  PAYMENT.
Reseller  authorizes  iTransact  to initiate  credit  card debits to  Reseller's
credit card and/or to create  check  drafts  payable  from  Reseller's  checking
account for payment of the following fees:
     A.   License  Fees.  Reseller  will be charged a one-time fee of $75.00 per
          Merchant  license  (also  referred  to  in  iTransact   literature  as
          "registration").
     B.   Monthly  Processing  Fees. For each account in which Merchant  submits
          fewer than 5,000 total  transactions to iTransact in a calendar month,
          Reseller will be charged a monthly fee of $10.00.  For each account in
          which Merchant  submits 5,000 or more total  transactions to iTransact
          in a calendar  month,  Reseller  will be charged  the  product of $.05
          multiplied by the total number of transactions, for each such month.
For accounts in which merchants submit under 5,000 transactions per month, these
fees will  decrease as  follows:  (1) When  Reseller  has  purchased  150 to 300
licenses  in  total,  Reseller  will be  charged a  reduced  rate of $65.00  per
Merchant  license  for  those  licenses  (4A),  and  the  corresponding  Monthly
Processing  Fees (4B) for those  Merchants  will be  charged  at the  continuous
monthly  rate of  $10.00  per  month.  (2) When  Reseller  purchases  300 to 500
licenses  in  total,  Reseller  will be  charged a  reduced  rate of $55.00  per
Merchant  license  for  those  licenses  (4A),  and  the  corresponding  Monthly
Processing  Fees (4B) for those  Merchants  will be  charged  at the  continuous
monthly rate of $10.00 per month.  (3) When  Reseller  purchases 501 licenses or
more in total,  Reseller  will be charged a reduced  rate of $50.00 per Merchant
license for those licenses (4A), and the corresponding  Monthly  Processing Fees
(4B) for those  Merchants  will be charged  at the  continuous  monthly  rate of
$10.00 per month.  Reseller may resell the Services to Merchants at such a price
as is agreed upon by Reseller and Merchant;  however,  Reseller understands that
iTransact may publish its own direct-to-public prices on iTransact's web site or
elsewhere.  Reseller  assumes full  responsibility  for  collection of fees from
Merchant.  Reseller  agrees to pay iTransact all fees outlined above despite any
difficulty in collecting fees from Merchant.
5. NON-DISCLOSURE.
Reseller agrees that the preceding payment information (4A, 4B) will not be used
by the  Recipient  in  any  way  which  is to the  competitive  disadvantage  or
otherwise  detrimental to iTransact and will not,  except with the prior written
consent of iTransact, be disclosed to any other person or entity. iTransact also
agrees not to  disclose  these same rates to any other  person or entity  except
with the express  permission of the  Reseller.  Notwithstanding  the  foregoing,
Reseller may disclose this information to its affiliates,  directors,  officers,
employees, agents, consultants,  accountants, attorneys, and other advisors (the
persons to whom such  disclosure  is  permissible  and made  being  collectively
called "Representatives"), provided that the Reseller agrees that it will inform
its  Representatives  who have access to this information of the requirements of
this agreement.
 6. RETURNED CHECK FEE.
If a check made payable by Reseller to iTransact  is returned  unpaid,  Reseller
agrees to pay iTransact a returned check fee of
$15.00.
7. REVIEW.
iTransact  shall have the right to increase fees as necessary.  Reseller will be
notified of any changes in fees at least thirty (30) days in advance.
8. STANDARDS.
Reseller and iTransact  shall conduct  their  businesses in accordance  with the
highest  legal  and  ethical  standards.  Reseller  and  iTransact  shall not be
involved  in  Internet  abuse  including  but not  limited  to  spamming  - mass
unsolicited  Emailing,  distribution  of mass emailing  programs,  cross-posting
messages  to large  number of usenet  groups,  posting  obscene or  inflammatory
messages, threatening other Internet users, mail bombing Internet users, running
packet  sniffers or port  scanners,  and  spamming our support  staff.  Should a
violation occur by Reseller,  Reseller will be held  responsible for any damages
to iTransact's system, servers,  connectivity,  reputation,  business,  service,
network,  operations,  or  equipment.  Should a  violation  occur by  iTransact,
iTransact  will be  held  responsible  for any  damages  to  Reseller's  system,
servers,  connectivity,  reputation,  business, service, network, operations, or
equipment
 9. INDEMNIFICATION, HOLD HARMLESS.
Reseller  agrees  to  indemnify  and hold  harmless  iTransact  from any and all
claims,  causes of action,  demands,  judicial and  administrative  proceedings,
errors, liabilities, damages, costs and expenses, including, without limitation,
court costs and reasonable attorney's fees, relating to any transaction service,
or losses of any type  whatsoever  that may arise on  account of  Reseller's  or
Merchant's activities, or those of Reseller's or Merchant's employees,  banks or
agents  in  the  performance  of  this  agreement.   Reseller  shall  exonerate,
indemnify, defend, and hold iTransact harmless from any liability resulting from
Reseller's or Merchant's acts and omissions.  iTransact  agrees to indemnify and
hold  harmless  Reseller  from any and all  claims,  causes of action,  demands,
judicial and administrative proceedings, errors, liabilities, damages, costs and
expenses,  including,  without limitation, court costs and reasonable attorney's
fees, relating to any transaction service, or losses of any type whatsoever that
may  arise on  account  of  iTransact's  activities,  or  those  of  iTransact's
employees, banks or agents in the performance of this agreement. iTransact shall
exonerate,  indemnify,  defend,  and hold  Reseller  harmless from any liability
resulting from iTransact's acts and omissions.
10. VIOLATION, SEVERANCE.
Should Reseller violate any of the terms of this Agreement,  iTransact may sever
relationship  with Reseller,  either  temporarily or permanently,  as decided by
iTransact.  Notice  period is  defined  in  section 2 above.  If such  severance
occurs,  iTransact retains the right to establish a service  agreement  directly
with any and all  Merchants  (who wish to continue as a client of  iTransact) to
whom Reseller has sold or offered  iTransact's  Services,  and Reseller  agrees,
upon iTransact's request, to cease billing Merchant for iTransact's Services and
assign rights of billing to iTransact.
11. ASSIGNMENT.
iTransact may assign or transfer this Agreement or any sums due or to become due
hereunder,  and in such event iTransact's  assignee or transferee shall have the
rights,  powers,  privileges and remedies of iTransact  hereunder.  Reseller may
also  assign  or  transfer  this  Agreement  or any  sums due or to  become  due
hereunder,  and in such event  Reseller's  assignee or transferee shall have the
rights, powers, privileges and remedies of Reseller hereunder.
12.  JURISDICTION, WAIVER OF JURY TRIAL.
This  Agreement and any guaranty  hereof shall be  interpreted  and construed in
accordance  with,  and governed by, the internal laws of the state of Utah.  All
actions,  proceedings  or  litigation  brought by  iTransact,  Reseller,  or any
Merchant  shall  be  instituted  and  prosecuted  in  the  jurisdiction  of  the
defendant. The parties acknowledge their agreement that the state courts sitting
in the jurisdiction shall be the exclusive forum for all actions; proceedings or
litigation between or among the parties,  notwithstanding  that other courts may
have  jurisdiction  over the parties and the subject  matter.  Reseller  waives,
insofar  as  permitted  by  law,  trial  by jury in any  action,  proceeding  or
litigation between or among iTransact, Reseller or any Merchant.
13.  PORTABILITY OF MERCHANTS Reseller
maintains   ownership  and  control  of  merchants  that  it  has  connected  to
iTransact's payment processing  platform.  Reseller may transfer these merchants
to another payment processing  platform anytime after 30 days written notice has
been  provided to  iTransact.  iTransact  will not solicit  business  from these
merchants  using  data  that was  obtained  while  these  merchants  were  using
iTransact's gateway via the Reseller.
14.  MISCELLANEOUS.
The signer  certifies  that he/she is  authorized  to execute this  Agreement on
behalf of Reseller.  This  Agreement  shall be binding  upon the parties,  their
successors,  legal  representatives  and  assigns.  No  delay  by  iTransact  in
enforcing any rights under this  Agreement  shall be  interpreted as a waiver of
said rights.  If any provision of this Agreement or the  application  thereof to
any person,  business entity,  or circumstance is determined to be invalid,  the
remainder  of this  Agreement,  or the  application  of such  provisions  to any
person,  business entity or  circumstances  other than those to which it is held
invalid, shall not be affected thereby.



Reseller Initials __________                                         Page 4 of 4


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