Exhibit 10.2


                              INTERACTNETWORKS, INC
                               RESELLER AGREEMENT

This Reseller  Agreement (this  "Agreement") is entered into and effective as of
June 6, 2003 ("Effective Date") by and between:

InteractNetworks,                           Y3K Secure Enterprise Software, Inc.
Inc.
1611 116th Ave NE, Suite 225                108 West Stewart Street
Bellevue, WA  98004 U.S.A.                  Puyallup, WA 98371
(hereinafter referred to as ("Interact")    (hereinafter referred to as
                                            ("Reseller")

                                    RECITALS

WHEREAS,  Interact  is  engaged in the  licensing  and  distribution  of network
vulnerability assessment hardware appliances and software systems; and

WHEREAS, Reseller is a technology reseller which wishes to provide  the Products
for sale to third parties; and

NOW, THEREFORE, by reason of the foregoing premises, and in consideration of the
mutual covenants set forth in this Agreement, the parties agree as follows:

                                    ARTICLE I
                       RESELLER CLASSIFICATION/DEFINITIONS

(a) RESELLER CLASSIFICATION:  Reseller hereby represents and agrees that it will
resell the Products described in Exhibit A attached hereto and defined below, in
conjunction with a Value-Added Component.

(b)  CUSTOMERS:  The term  "Customer(s)"  is defined  and limited to those third
party business  entities not affiliated  with the Reseller whose principal place
of  business  is  located  within  the  United  States  through  which  Reseller
distributes the Products and provides Value-Added Components.

(c) PRODUCTS: The term "Product(s)" shall be defined and limited to the hardware
appliances and softwarelisted in Exhibit A.

(d) UNAUTHORIZED  USE. The term  "Unauthorized  Use" means any use,  possession,
knowledge,  viewing,  inspection,  examination,  copying,  disclosure,  or other
activity by Reseller  involving  any part of the Products  that is not expressly
authorized under the this Agreement or otherwise in writing by Interact.

(e)  SALE/RESALE:  The term "Sale" or "Resale"  (in any tense or form)  whenever
used in this  Agreement  shall mean the  transfer of  ownership  of the hardware
component of the Product from Reseller to a Customer,  but shall not include the
transfer of ownership of the Software or any rights relating thereto,  but shall
include the distribution of the Software to the Customer.  The Customer's use of
the  Software  shall  be  governed  by a  separate  end  user  software  license
agreement, required between Customer and Interact, and the Customer's acceptance
of such license  agreement  shall be a  precondition  to the Customer  using the
Product.  The  Reseller  may  receive  royalties  resulting  from  such end user
software  license  per  other  sections  of this  Agreement,  but  the  software
component of the Product is not sold or resold to the Customer by the Reseller.

(f)  VALUE-ADDED  COMPONENT:  The term  "Value-Added  Component"  shall mean the
product  installation,  system  integration  and support  services  that must be
provided by Reseller to Customers in conjunction with the sale of the Product.

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                                   ARTICLE II
                          GENERAL TERMS AND CONDITIONS

1. SCOPE OF THIS AGREEMENT

1.1        Appointment of Reseller.  Subject to all the terms and conditions set
forth herein,  Interact hereby appoints Reseller as a non-exclusive  reseller of
the Products in the United States, and Reseller hereby accepts such appointment.
Interact  agrees to sell the hardware  component of the Products to Reseller for
resale only to the  Customers  upon the terms and  conditions  set forth in this
Agreement and Interact agrees to provide a copy of the Software component of the
Products to Reseller for distribution to Customers.

1.2         Non-exclusive.  The Reseller acknowledges that its right to Sell the
Products under this Agreement is  non-exclusive,  and that Interact reserves the
right to sell and  distribute any of its products to any customers in the world,
and to appoint  any third party to do so,  without  giving the  Reseller  notice
thereof and without incurring any liability to the Reseller therefore.  Further,
nothing  herein shall be deemed to preclude the Reseller  from selling  software
systems and/or hardware that are competitive with the Products.

1.3          Status as  Independent  Contractor.  The  relationship  established
between  Interact and the Reseller by this  Agreement is that of a vendor to its
vendee and nothing  herein  contained  shall be deemed to establish or otherwise
create a relationship of principal and agent between  Interact and the Reseller.
The Reseller  represents  that it is an  independent  contractor who will not be
deemed an agent of Interact for any purpose  whatsoever and neither the Reseller
nor any of its agents or employees will have any right or authority to assume or
create any  obligation  of any kind,  whether  express or implied,  on behalf of
Interact.  This  Agreement  is not a franchise  agreement  and does not create a
franchise  relationship  between  the  parties  and if  any  provision  of  this
Agreement  is  deemed to  create a  franchise  between  the  parties,  then this
Agreement  will be deemed null and void and will  automatically  terminate as if
such provision had been deemed  unenforceable  by a court as provided in Section
12.8.

1.4         Terms.  Interact  shall sell  and/or  license  the  Products  to the
Reseller upon the terms and conditions set forth in this Agreement at the prices
and/or  fees set forth in Exhibit A or the then  current  pricing  and  discount
schedule.  Interact may increase or decrease the price of the Products by giving
the  Reseller  thirty (30) days notice and such new pricing will apply to all of
the Reseller's orders received by Interact after the effective date set forth in
such notice.

         In the event of a list  price  increase  and upon  Reseller's  request,
Interact shall extend,  for a period of up to sixty (60) days, the  then-current
net purchase  price for  outstanding  written bids in which Reseller has offered
Products to its End Users;  provided Reseller submits in writing,  a list of its
then-current  outstanding written bids within ten (10) days after being notified
of a price change.

         Each Sale of a Product to a Customer by  Reseller  shall  constitute  a
separate  transaction,  obligating the Reseller to pay Interact at the specified
rates set forth in Exhibit A or the then current pricing and discount  schedule.
Reseller shall notify Interact within seven (7) days of the date of signature of
any agreement authorizing the sale of Product to a Customer.

1.5       Discontinuation/Changes  to  Products.     Interact  may,  in its sole
discretion,   discontinue   the   sale   of  any  of  the   Products   and   any
parts/accessories  thereto (except where  continued  availability is required by
law) and make such changes  affecting  their form, fit or function as it, in its
sole discretion, determines, without incurring any liability to the Reseller.

2. SOFTWARE AND TRADEMARK LICENSE GRANTS

2.1         Software  License.  Products  delivered  by Interact  hereunder  may
contain or require the use of  separable  software  (the  "Software"),  which is
defined herein to include (i) computer  programs  consisting of hard-wired logic
instructions and/or instruction sequences in machine-readable code, contained on
a magnetic tape, diskette, semiconductor device or other memory device or system
memory which  provides  basic logic,  operating  instructions  and  user-related
application  instructions and (ii) documentation used to describe,  maintain and
use the programs. Interact and Reseller acknowledge and agree that such Software
includes intellectual  property rights owned or held by Interact,  including but
not limited to patent rights,  copyright  rights,  utility models rights,  trade
secret rights, trademark rights, rights of publicity, authors' rights, mask work
rights,  contract and  licensing  rights,  goodwill  and all other  intellectual
property  rights,  as may exist now and/or hereafter come into existence and all
applications therefor and registrations,  continuations,  continuations-in-part,
divisions, reissues, reexaminations, renewals and extensions thereof, regardless
of whether  such rights  arise under the laws of the United  States or any other
state,  country or  jurisdiction.  Notwithstanding  any other provisions of this
Agreement  and/or  reference to "sale" of Products in this Agreement,  the title
to, and ownership of, the Software shall remain with Interact.

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         Interact   hereby   grants  to  Reseller  a  personal,   non-exclusive,
non-assignable  license to (I)  distribute to Reseller's  Customers the Software
for use solely in connection  with the Products sold pursuant to this  Agreement
and subject to Interact's  standard  software license terms contained in the End
User Software License  Agreement (the "EUSLA")  attached hereto as Exhibit B and
(II)  demonstrate  the  Software  to  prospective   Customers  pursuant  to  the
Technology Evaluation Agreement referenced in Section 2.6 and attached hereto in
Section 2.6.  Reseller  shall sell and distribute the Products only to Customers
who agree in writing with Reseller to accept the terms of the EUSLA.

2.2      License to Interact Trademark.

          a. Interact  grants to Reseller a limited,  worldwide,  non-exclusive,
license  during the term of this  Agreement to use the Interact  trademarks  for
purposes of marketing and sales of the Products.  Reseller will strictly  comply
with all guidelines provided by Interact concerning the use of its trademarks.

          b. All uses of Interact's  trademarks and related  goodwill will inure
solely to Interact  and  Reseller  will obtain no rights with  respect to any of
Interact's  trademarks,  except for the limited  license granted in this Section
2.3,  and  Reseller  irrevocably  assigns to Interact any rights and goodwill in
Interact's trademarks that it may acquire. Reseller will not attempt to register
any of Interact's  trademarks  or any marks or trade names that are  confusingly
similar to Interact's trademarks.

2.3         Reservation  of Rights.  The  Software is  licensed  per Section 2.2
above, not sold, by Interact to Reseller,  and nothing in this Agreement will be
interpreted or construed as a sale or purchase of the Software whether expressed
or implied.  Reseller  will not have any rights in or to the Software  except as
expressly  granted in this Agreement.  Interact reserves to itself all rights to
the  Software  not  expressly  granted  to  Reseller  in  accordance  with  this
Agreement. Interact retains all copyright, patents, trademark, trade secrets and
other intellectual property rights in and to the Software. Reseller acknowledges
that  the  Software,   all  copies  of  the  Software,   any  derivative  works,
compilations,  and collective works of the Software,  and any know-how and trade
secrets related to the Software are the sole and exclusive  property of Interact
and contain Interact's confidential and proprietary materials.

2.4        Software  License Fees. In  consideration  of the rights and licenses
granted herein, Reseller agrees to pay Interact the amounts described in Exhibit
A or the then current pricing and discount schedule.  All such payments shall be
paid under the same payment terms as those  described in Section 3. Such payment
shall not apply if Customers  purchase Software directly from Interact following
expiration of any such Customer's one (1) year license.

2.5         Demonstration  License.  Notwithstanding  anything to the  contrary,
Reseller shall not be obligated to make payments pursuant to Section 2.5 for use
of the Software by Reseller solely for purposes of  demonstration to prospective
customers in accordance  with Section  2.2(II) and otherwise in compliance  with
the  EUSLA.  In the event  Reseller  desires  to  demonstrate  the  Software  to
prospective  customers,   Reseller  and  such  customer  shall  enter  into  the
Technology   Evaluation   Agreement  attached  hereto  as  Exhibit  C  and  such
demonstration shall be undertaken in accordance with such agreement.

3. PURCHASE, DELIVERY, DEPLOYMENT AND SUPPORT

3.1        Firm  Purchase  Orders.  All orders for  Products  placed by Reseller
hereunder  shall be evidenced by the Reseller's firm purchase order and shall be
subject to all of the  provisions set forth in this  Agreement.  By placing each
order, the Reseller confirms its agreement with and acceptance of all such terms
and conditions. In the event of any discrepancy between the provisions set forth
herein, on the one hand, and any purchase order,  order  confirmation,  or other
communication  between the  parties,  whether or not  acknowledged  by the other
party, on the other hand, the provisions hereof shall prevail. In addition,  any
additional  terms contained in any purchase order,  order  confirmation or other
communication  between the  parties,  whether or not  acknowledged  by the other
party, shall not be binding on either party unless both parties expressly accept
such  additional  terms in writing.  No order for any Product placed by Reseller
hereunder shall be binding on Interact unless, and until,  accepted by Interact.
Within five (5) business days after the receipt of a Reseller's  purchase  order
hereunder,  Interact shall either provide a written or email  acknowledgement of
acceptance of the purchase order or written or email  objections to the purchase
order. If Interact fails to provide any such written or email  acknowledgment or
objection  within  five  (5)  business  days of its  receipt  of any  Reseller's
purchase order  hereunder,  the purchase order shall be deemed to be rejected by
Interact  and of no further  force and effect.  Purchase  orders  shall  provide
details sufficient to identify the customer,  the applicable Product and Product
details, and the shipping instructions.

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3.2         Pricing and  Reseller  Discount.  For Products  acquired  under this
Agreement. Reseller shall pay to Interact the then-current applicable list price
minus the  discounts  set forth in Exhibit A  ("Reseller  Terms of Sale") or the
then current discount  schedule.  Such applicable list prices do not include any
additional charges for shipment, insurance, taxes, duties, handling, and similar
costs,  which  shall be paid by  Reseller.  Reseller  shall  set its own  prices
without  consultation  with  Interact.  The discounts set forth in Exhibit A are
subject to change by Interact.  Interact  will  provide  Reseller 30 days notice
before any changes to the discounts are made.

3.3        Payment Terms.  All prices are  expressed,  and shall be payable,  in
United States Dollars. Payment terms shall be net thirty (30) days from the date
of  invoice.  An  additional  two  percent  (2%)  discount  shall be granted for
payments  made in net ten (10) days  from the date of  invoice.  Interact  shall
issue invoices upon shipment. To the extent Reseller shall fail to make payments
as specified in this  Agreement,  or if for any other bona fide reason  Interact
deems  itself to be insecure as to payment,  Interact  may demand that  Reseller
make full or partial payment in advance, open for Interact's benefit irrevocable
documentary  letters of credit,  obtain for Interact's  benefit bank guaranties,
provide  current  financial  statements  for  Reseller,   and/or  provide  other
satisfactory  security or  guaranties  that  invoices will be promptly paid when
due. All Products  sold  hereunder  shall be invoiced to Reseller,  and Reseller
shall be responsible for invoicing its Customer.  Interact reserves the right to
charge  interest  at one and one half  percent  (1.5%)  per month on any  unpaid
balance owing by Reseller  from the date on which the unpaid  balance was due to
Interact.

3.4        Taxes.  The Reseller  shall bear the cost of any taxes  (exclusive of
taxes based on the net income of Interact), levies, duties and fees of any kind,
nature or description  whatsoever  applicable to any of the Products supplied by
Interact to the  Reseller.  The  Reseller  will pay  Interact all such sums upon
demand unless the Reseller provides  Interact,  at the time of the submission of
its purchase orders,  tax exemption  certificates or licenses  acceptable to the
appropriate taxing authorities.

3.5      Shipment Schedules.  Interact will ship Products to Reseller or to
Reseller's Customers as indicated in the purchase order.

3.6      U.S. Domestic.  For all orders for shipment of Products hereunder to
destinations within the U.S. 48 contiguous states, all prices shall be stated in
the Exhibit A or the then current pricing schedule and all Products purchased by
Reseller  from  Interact  hereunder  shall  be  shipped, F.O.B.  [Factory].  All
transportation, insurance and handling charges for Products so  shipped shall be
borne by Reseller.

3.7      International.  For all orders for shipment of Products by Interact
hereunder from the U.S. to a destination outside the U.S. 48 contiguous states,
shipping tents shall be Ex works (Factory).   For all shipments from the U.S. to
foreign destinations, title to all Products shall pass outside the U.S. Customs
territory.

3.8        Cancellation of Ordered Products.  All Products ordered hereunder are
considered customized products. After Reseller has received notice from Interact
of acceptance of an order but prior to the originally  scheduled  shipment date,
Reseller will be able to cancel,  reduce,  reconfigure  or reschedule  the order
without the prior written consent of Interact;  provided, however, that Reseller
shall not do so unreasonably. Reseller shall not have the right to take any such
action  after the order has been  shipped  and the  Reseller  shall not have the
right to return  product to  Interact  for  credit  without  Interact's  written
permission.

3.9        Deployment Services. Reseller is solely responsible for deploying the
Products  for  Customers  (at a minimum  to  include  preliminary  installation,
configuration,  and testing of the  Product on the  Customer's  network)  unless
Reseller has contracted to have Interact perform specific deployment services at
Interact's  rate for  Professional  Services in  accordance  with the terms of a
separate statement of work.

3.10     Support Services.

a. Interact Support Responsibilities. Interact Support Fees to Resellers are set
forth in Exhibit A of this Agreement (or the then current  Support Fee Schedule)
and incorporated here by reference.

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b. Reseller Support Responsibilities.  Reseller, or its designee, will be solely
responsible   for   providing  all   technical,   service,   warranty,   return,
troubleshooting,   telephone,  and  other  training,  service,  and  support  to
Customers  relating  to the  Products.  Under  no  circumstances  will  Reseller
facilitate,  instruct,  or encourage its Customers to contact Interact directly.
Reseller is fully  responsible for the product  knowledge and technical  support
skills of its  personnel.  Reseller will  promptly  return calls for support and
other  services  related to the Products  and will  otherwise  use  commercially
reasonable  efforts to assist Customers to resolve any questions  concerning the
Products.

4. RESELLER OBLIGATIONS

4.1        General Restrictions. Except as otherwise explicitly provided in this
Agreement or as may be expressly permitted by applicable law, Reseller will not,
and will not  permit or  authorize  third  parties  to: (a)  reproduce,  modify,
translate,  enhance,  decompile,   disassemble,   reverse  engineer,  or  create
derivative  works of the  Products;  (b)  provide,  divulge,  disclose,  or make
available  to, or permit the use of the Products by any third party;  (c) alter,
encode,  copy,  distribute  or transmit any digital  media or other  information
using  the  Products  without  obtaining  all  necessary   copyright  and  other
permissions;  nor (d)  circumvent  or  disable  any  technological  features  or
measures in the Products for the  protection of  intellectual  property  rights,
managed distribution of digital media, or the collection of information.

4.2      Customer Network Access.      Without receipt of prior written approval
from the Customer, Reseller shall not access Customer's network or data residing
upon Customer's network utilizing the Products.

4.3        Proprietary  Rights Notices.   Reseller will neither alter nor remove
any copyright notice or other proprietary  rights notices that may appear on any
part of the Products. In addition,  when reproducing any part of the Products in
accordance  with this  Agreement,  Reseller must include all copyright and other
proprietary  rights  notices  as are  currently  contained  on each  part of the
Products or as may be reasonably specified from time to time by Interact.

4.4        Compliance  with Laws.   Reseller  will  maintain  high  standards of
professionalism and will at all times comply with all applicable laws, statutes,
ordinances,  and regulations and refrain from any unethical conduct or any other
conduct  that  tends to damage  the  reputation  of  Interact  or the  Products.
Reseller will regularly and continuously  inform Interact of any requirements of
laws, statutes,  ordinances,  rules, and regulations of any and all governmental
authorities that directly or indirectly affect Reseller's use of the Products.

4.5        Export.   The Products may be subject to United States export control
laws,   including  the  U.S.  Export   Administration  Act  and  its  associated
regulations,  and may be  subject  to  export  or  import  regulations  in other
countries.  Reseller must comply strictly with all such regulations that are now
or later in effect and  acknowledges  that it has the  responsibility  to obtain
licenses to export, re-export, or import the Products.

4.6      No Warranties.  Reseller will not make or publish any  representations,
warranties,  or guarantees on behalf of Interact concerning the Products without
Interact's specific prior written approval.

4.7        Protection against  Unauthorized Use. Reseller  acknowledges that the
Products  and any other  materials  furnished  to Reseller  by Interact  involve
valuable  proprietary  rights of Interact.  Reseller will take appropriate steps
and  precautions  for the  protection  of the  Products.  Without  limiting  the
generality of the  foregoing,  Reseller will use its best efforts to prevent any
Unauthorized Use and immediately  notify Interact in writing of any Unauthorized
Use that comes to Reseller's attention.  In the event of any Unauthorized Use by
anyone who  obtained  access to the  Products  directly  or  indirectly  through
Reseller  or  any  of  its   Customer  or  any  of  their   employees,   agents,
representatives,  or  contractors,  Reseller  will  take  all  steps  reasonably
necessary to  terminate  such  Unauthorized  Use and to retrieve any copy of the
applicable  Products  in the  possession  or  control  of the  person  or entity
engaging in such  Unauthorized  Use.  Reseller  will  provide to  Interact  such
cooperation and assistance  related to any such Unauthorized Use as Interact may
reasonably request.

4.8        Reference. Subject to Section 12 regarding confidentiality,  Reseller
will (a) make one or more  representatives  reasonably  available  for reference
inquiries from potential Interact customers, partners, and investors, (b) permit
Interact  to create and  publish a case study  describing  in general  terms the
nature of  Reseller's  use of the  Products,  (c) permit  Interact  to issue and
publish a press release containing a quotation from a representative of Reseller
announcing  that  Reseller has licensed the Products and the general  context of
the  intended  use,  and (d) allow the name and logo of Reseller to be posted on
Interact's  web site and in  marketing  and  advertising  materials  subject  to
compliance with Reseller's  brand guidelines or other  specifications  regarding
logo usage.

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4.9      Additional Reseller Responsibilities.  The Reseller:

                           a.  will  provide   Customer  with   information   on
                           registering for the Customer's one-year  subscription
                           to receive  Software updates and  Vulnerability  Test
                           updates   directly   from  Interact  via  an  on-line
                           registration process.

                           b. will notify  Customer of Customer's  obligation to
                           enter into a separate license agreement with Interact
                           governing the Customer's use of the Software and that
                           execution  of such  agreement  is a  precondition  to
                           Customer using the Product.

                           c.  will  sell  the  Product   with   Product-related
                           materials in a mutually acceptable manner.

                           d. shall not sell the  Products  in any manner  other
                           than  with  the  Value-Added  Components,  except  as
                           provided by written consent from Interact.

                           e.  will  maintain  and  enforce  on a  commercially-
                           reasonable basis, the Reseller's  Customer agreements
                           for  the  Products  that  are  consistent   with  the
                           Reseller's    obligations    hereunder,     including
                           contractual provisions that:

                                i. such Customer not re-sell the Products.

                                ii.  sales of the Product may be  suspended  and
                                Products  recalled  if any such  Reseller  is in
                                breach of these requirements.

                           f.  will  obtain  and/or  maintain  customer  service
                           support  functions  sufficient to meet all reasonable
                           inquiries and needs of Customers.

                           g. Will use  diligent  efforts to promote  vigorously
                           the  marketing  and  distribution  of the Products to
                           realize the maximum sales potential for the Products.
                           Reseller  shall be solely  responsible  for all costs
                           and  expenses  related  to  advertising,   marketing,
                           promoting and distributing the Products.

                           h. Reseller  shall provide  Interact with  reasonably
                           prompt written notification of comments or complaints
                           made by Customers about the Products and any problems
                           with  the   Products   or  their  use  or   suggested
                           improvements   to  the  Products  of  which  Reseller
                           becomes  aware.  All  such  information  shall be the
                           property and Confidential Information of Interact.

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5. RECORDS AND AUDIT  RIGHTS.  Reseller  agrees to make,  and to maintain  until
three (3) years after the last  payment  under this  Agreement  is due and paid,
complete books, records and accounts with respect to Reseller's  distribution of
and payments for Products hereunder and its compliance with terms and conditions
of this Agreement. Such records shall include number of units shipped by product
and platform, serial numbers, Customer information,  date of shipment, copies of
purchase orders and invoices and support  contract  information.  Reseller shall
maintain a list of all sales  transactions  involving the Products on a separate
register  or  document,   which   document  shall  include  all  sales  numbered
sequentially  and by date and shall  include  each  Customer  name,  address and
product  serial  numbers.  Interact shall have the right to audit such books and
records for purposes of verification of the sales and inventory information with
respect to the  Products.  Any such audit shall be  conducted by Interact or its
representatives during normal business hours, and Reseller shall cooperate fully
with Interact or its  representatives  in any such audit. Any underpayment shall
be payable immediately.  Any such audit shall be performed at Interact's expense
during normal  business  hours;  provided,  that the cost of such audit shall be
paid by the Reseller if such audit  reveals an  underpayment  by the Reseller of
more than five percent  (5%) of the amounts  payable by the Reseller to Interact
in any six (6) month period.

6. TERM AND TERMINATION

6.1      Term.   This   Agreement will commence upon the Effective Date and will
continue for 3 years unless this  Agreement is  terminated  in  accordance  with
Section 6. The Agreement will thereafter be  automatically  renewed for one year
at a time unless  terminated by either party with three months'  written  notice
prior to start of such automatic renewal.

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6.2      Termination For Cause.   Either  party  may immediately  terminate this
Agreement by giving the other notice if such other party:

         a.  defaults in the payment of any monies it owes to the other when due
and such default  continues for a period of ten (10) days after notice  thereof;
or,

         b. defaults in the performance of any of its  obligations  under any of
the terms or conditions of this  Agreement  other than as provided in subsection
(a)above,  which  default is not remedied  within  thirty (30) days after notice
thereof; or,

       c. defaults in the performance of any of its obligations  under the terms
and  conditions  of this  Agreement  which  default  by its  nature,  cannot  be
remedied; or,

       d.  engages  directly or  indirectly  in any attempt to defraud the party
issuing such notice; or,

       e. is unable to pay any  and/or  all of its debts as they  become  due or
becomes insolvent or ceases to pay any and/or all of its debts as they mature in
the ordinary  course of business,  or makes an assignment for the benefit of its
creditors; or,

       f. is liquidated or dissolved or if any proceedings are commenced by, for
or  against  it under any  bankruptcy,  insolvency,  reorganization  of debts or
debtors  relief  law,  or law  providing  for the  appointment  of a receiver or
trustee in bankruptcy.

6.3        Notice  of   Material   Breach  or   Default.       If  either  party
commits  a  material  breach  or  default  in  the  performance  of  any  of its
obligations  under this Agreement,  then the other party may give the defaulting
party written notice of the material breach or default (including a statement of
the facts  relating to the material  breach or default,  the  provisions of this
Agreement  that are in material  breach or default,  and the action  required to
cure the material breach or default) and the non-defaulting party's intention to
terminate  the  Agreement  pursuant  to Section  6.3 if the  material  breach or
default  is not cured  within  thirty  (30) days  after the  defaulting  party's
receipt of such notice (or such later date as may be specified in such  notice).
Without  limiting  the  foregoing,  any  failure  by  Reseller  to timely pay to
Interact  any amounts  owing under this  Agreement  will  constitute  a material
breach of this Agreement.

6.4         Notice   of   Termination.             If   the   defaulting   party
fails to cure a material breach or default specified in any notice under Section
6 within  thirty  (30) days after  receipt of such notice (or such later date as
may be specified in such notice),  then the  non-defaulting  party may terminate
this Agreement by giving the defaulting party written notice of termination.

6.5         Post-Termination  Obligations.  If  this  Agreement  or any licenses
in  this Agreement are  terminated  for any reason:

             a. Reseller will pay to Interact any fees,  reimbursable  expenses,
compensation,  or other amounts that have accrued prior to the effective date of
the  termination,  as well as any fees  received  from  Customers  following the
effective date of termination;

             b.  Reseller  will  continue  any support  obligations  incurred to
Customers who have purchased the Interact Solution per section 3.10(b); and

             c. Any and all  liabilities  accrued prior to the effective date of
the termination will survive.

7. WARRANTIES AND DISCLAIMER

7.1        Mutual  Warrantee.  Each party  represents  and warrants to the other
           -----------------
that (i) it has the  right  and  power  to enter  into  and  fully  perform  the
obligations  it has  undertaken  in this  Agreement;  (ii) it is not  under  any
obligations,  contractual or otherwise, to any other entity that might conflict,
interfere, or be inconsistent with any of the provisions of this Agreement;  and
(iii) it shall  comply  with all  federal,  state  and  local  laws,  rules  and
regulations necessary for it to perform its obligations under this Agreement.

                                       29
<PAGE>

7.2      Reseller's Warranty.

       a.  Warranty.  Interact  warrants to  Reseller  that the  Products  shall
conform in all material respects in normal use to their  Specifications  for one
(1) calendar year ("Warranty Period"). All dates are calculated from the date of
shipment to Reseller.  In the event of a failure of Products to conform to their
Specifications  during  the  Warranty  Period,  Reseller  shall  return any such
non-conforming Products to Interact for Interact's inspection. In the event that
such Products do not conform to their  Specifications,  Interact  shall have the
right,  at its sole  option,  either:  (a) to repair such  Products to make them
conform to their  Specifications;  (b) to replace such Products with  conforming
Products; or (c) to pay to Reseller a pro rated refund of money paid by Reseller
for such non-conforming Products,  reduced on a straight-line basis over one (1)
year  from the date of  initial  delivery  of such  Products  to  Reseller.  The
foregoing expresses  Reseller's sole remedy, and Interact's sole liability,  for
any  breach of  warranty  by  Interact  hereunder.  b.  Scope of  Warranty.  The
foregoing warranty is solely and exclusively for Products, and does not apply to
any other goods or services of Interact,  Reseller or of third parties, and does
not apply to the combination of Products with any other goods or services or for
any misuse or abuse of the  Products  or the use of the  Products  in any manner
inconsistent with the documentation.

       c. Product Returns. Prior to returning any Product,  whether for exchange
or warranty or  non-warranty  action,  Reseller  must obtain a Return  Materials
Authorization  ("RMA ")  number  from  Interact,  and  display  such RMA  number
prominently on the packaging of such returned Products. Reseller must return the
Product to Interact,  with shipping  charges  prepaid.  Interact will not accept
collect  shipments.  Any Product returned to Interact,  which is not returned in
accordance with the terms of this Agreement,  may be refused by Interact, at its
sole  discretion.  Reseller  may accept  returns from End Users and Reseller may
send such returned Products to Interact.

       d. Out of Warranty  Repair.  For Products  which fail to conform to their
Specifications  after the warranty  period has  expired,  but during the term of
this  Agreement,  Reseller  may return such  Products to Interact  for repair or
replacement at Interact's  then-current  prices and terms after obtaining an RMA
number.  Net  prices  for  repair  and  replacement  parts are as  indicated  in
Interact's  then-current service and support Price List and are not eligible for
further discounting.

7.3        Disclaimer.   INTERACT   HEREBY   DISCLAIMS   AND   EXCLUDES   ANY
REPRESENTATIONS  OR  WARRANTIES  THAT  THE  PRODUCTS  ARE  COMPATIBLE  WITH  ANY
COMBINATION  OF PRODUCTS  NOT  FURNISHED  BY INTERACT  WHICH THE RESELLER OR ANY
PURCHASER  OR END USER MAY  CHOOSE TO CONNECT  TO THE  PRODUCT  EXCEPT FOR THOSE
EXPRESSLY  APPROVED IN WRITING BY INTERACT.  INTERACT  EXPRESSLY  DISCLAIMS  ALL
IMPLIED WARRANTIES OF MERCHANTABILITY,  FITNESS FOR RESELLER'S PURPOSE, QUALITY,
ACCURACY,  TITLE,  AND  NON-INFRINGEMENT.  INTERACT  DOES  NOT  WARRANT  AGAINST
INTERFERENCE   WITH  THE   ENJOYMENT  OF  THE   INTERACT   SOLUTION  OR  AGAINST
INFRINGEMENT. INTERACT DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR THAT
OPERATION OF THE PRODUCTS  WILL BE SECURE OR  UNINTERRUPTED.  INTERACT  DOES NOT
WARRANT  THAT THE  PRODUCTS  WILL DETECT  EVERY  VULNERABILITY  OF A  CUSTOMER'S
NETWORK,  THAT  INFORMATION  AVAILABLE  THROUGH THE  PRODUCTS  WILL BE ACCURATE,
COMPLETE,  OR CURRENT,  OR THAT ERRORS OR DEFECTS  WILL BE  CORRECTED.  RESELLER
UNDERSTANDS  AND AGREES THAT THE  DISCLAIMER OF WARRANTIES IN THIS  AGREEMENT IS
FAIR AND REASONABLE  AND A FUNDAMENTAL  PART OF THIS AGREEMENT AND THAT INTERACT
WOULD NOT AGREE TO ENTER THIS AGREEMENT WITHOUT SUCH DISCLAIMER.

8. INTELLECTUAL PROPERTY INFRINGEMENT

8.1      Interact's indemnity of the Reseller.

       a. I nteract agrees to protect,  defend,  hold harmless and indemnify the
Reseller from and against any and all  liabilities,  damages and actions arising
out of any claim that the Products infringe any valid U.S. patent,  trademark or
copyright  of third  parties,  except where any such claims arise or result from
(i) the misuse of  Products;  (ii)  alteration  of the  Products as furnished by
Interact;  (iii) use of the  Products  furnished  by  Interact in the manner for
which  the same  were  neither  designed  nor  contemplated;  or (iv) a  patent,
trademark or copyright  in which the Reseller or an affiliate or  subsidiary  of
the Reseller has any direct or indirect  interest by license or otherwise.  This
indemnification  and hold  harmless  provision  shall extend only to damages and
costs assessed  against the Reseller  embodied in a final judgment by a court of
competent  jurisdiction holding that such Products constitute an infringement of
a valid U.S. patent, trademark or copyright or damages and costs incurred by the
Reseller as a result of a settlement entered into with the prior written consent
of Interact.  Interact shall not be  responsible  for any loss of profits or the
Reseller's incidental or consequential damages or losses.

                                       30
<PAGE>

       b. Reseller will promptly  notify  Interact of any suit or threat of suit
as to which  Interact may have  obligations  under the above  provisions  and be
given  reasonable  opportunity to defend the same. The Reseller shall reasonably
cooperate  with  Interact  with regard to the defense of any suit or  threatened
suit and Interact  shall have  authority  to settle or otherwise  dispose of any
such suit or  threatened  suit,  and to appeal any judgment that may be entered.
This indemnity  shall be effective with respect to all Products sold by Interact
to the  Reseller on or after the date set forth above and shall  continue  until
terminated  by written  notice by  Interact to the  Reseller  upon ten (10) days
prior notice.  Termination of this indemnity shall not affect its  applicability
as to Products sold by Interact to the Reseller  prior to the  termination  date
thereof.

8.2      Reseller's indemnity of Interact.

       a. The Reseller  agrees to protect,  defend,  hold harmless and indemnify
Interact from and against any and all  liabilities,  damages and actions arising
out of any claim that the software or other products or services of the Reseller
bundled with or sold in conjunction with the Products or in connection with this
Agreement  ("Reseller  Goods")  infringe  any valid U.S.  patent,  trademark  or
copyright of third parties.  This  indemnification  and hold harmless  provision
shall extend only to damages and costs assessed against  Interact  embodied in a
final judgment by a court of competent  jurisdiction  holding that such Reseller
Goods constitute an infringement of a valid U.S. patent,  trademark or copyright
or damages and costs  incurred by Interact as a result of a  settlement  entered
into with the prior written  consent of the Reseller.  The Reseller shall not be
responsible  for any loss of profits or Interact's  incidental or  consequential
damages or losses.

       b. Interact  will  promptly  notify the Reseller of any suit or threat of
suit as to which the Reseller may have  obligations  under the above  provisions
and be given  reasonable  opportunity  to defend the same.  The  Reseller  shall
reasonably  cooperate  with  Interact  with regard to the defense of any suit or
threatened suit and Interact shall have authority to settle or otherwise dispose
of any such suit or  threatened  suit,  and to appeal any judgment  which may be
entered.  This indemnity shall be effective with respect to all Products sold by
Interact to the Reseller on or after the date set forth above and shall continue
until  terminated  by written  notice by Interact to the Reseller  upon ten (10)
days  prior  notice.   Termination  of  this  indemnity  shall  not  affect  its
applicability  as to  Products  sold by Interact  to the  Reseller  prior to the
termination date thereof.

9. PRODUCT INDEMNITIES

9.1        Reseller.   The Reseller  shall  protect,  defend,  hold harmless and
indemnify  Interact and its officers,  directors and employees  from and against
any claims, suits, liabilities,  losses, fines, penalties,  damages and expenses
(including  reasonable  attorneys'  and experts' fees and costs) arising from or
incident to the Reseller Goods and/or the Reseller's  breach of its  obligations
or responsibilities  under this Agreement  including,  without limitation on the
foregoing, its obligations under Section 4.

9.2        Interact.  Interact  agrees  to protect,  defend,  hold  harmless and
indemnify  the  Reseller  against any and all  liabilities  damages and actions,
directly and solely  arising out of any personal  injury to a Customer  from its
use of the Products sold by Interact to the Reseller.  Interact's  obligation to
defend the Reseller in connection with such indemnity,  however, shall terminate
with respect to such a claim in the event Interact  obtains and furnishes to the
Reseller  information that reasonably  supports the conclusion that the Reseller
altered  the  Products  or  made  warranties  or  representation  not  expressly
permitted  in  writing by  Interact  or that the  Products  were not used in the
manner intended or used in violation of the EUSLA.

10. LIMITATIONS OF LIABILITY

10.1 Disclaimer of Consequential  Damages.  UNDER NO CIRCUMSTANCES WILL INTERACT
BE LIABLE TO THE RESELLER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES  OF ANY  KIND  EVEN IF  ADVISED  OF THE  POSSIBILITY  OF  SUCH  DAMAGES,
INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT
OF THE LOSS OF PRESENT OR  PROSPECTIVE  PROFITS,  EXPENDITURES,  INVESTMENTS  OR
COMMITMENTS,  WHETHER MADE IN THE  ESTABLISHMENT,  DEVELOPMENT OR MAINTENANCE OF
BUSINESS REPUTATION OR GOODWILL,  FOR LOSS OF DATA, COST OF SUBSTITUTE PRODUCTS,
COST OF  CAPITAL,  AND THE CLAIMS OF ANY THIRD  PARTY,  OR FOR ANY OTHER  REASON
WHATSOEVER.

10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL INTERACT'S TOTAL LIABILITY OF
ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED
TO  WARRANTY  CLAIMS),  REGARDLESS  OF THE FORUM AND  REGARDLESS  OF WHETHER ANY
ACTION OR CLAIM IS BASED ON  CONTRACT,  TORT,  OR  OTHERWISE,  EXCEED  THE TOTAL
AMOUNT PAID BY RESELLER TO INTERACT UNDER THIS AGREEMENT DURING THE PRIOR TWELVE
(12)  MONTH  PERIOD  (DETERMINED  AS OF THE  DATE OF ANY  FINAL  JUDGMENT  IN AN
ACTION).

                                       31
<PAGE>

10.3  Independent  Allocations  of Risk.  EACH  PROVISION OF THIS AGREEMENT THAT
PROVIDES FOR A LIMITATION OF LIABILITY,  DISCLAIMER OF WARRANTIES,  OR EXCLUSION
OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  THIS
ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY INTERACT TO RESELLER AND IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE
PROVISIONS  IS  SEVERABLE  AND  INDEPENDENT  OF ALL  OTHER  PROVISIONS  OF  THIS
AGREEMENT,  AND EACH OF THESE  PROVISIONS  WILL APPLY EVEN IF THE  WARRANTIES IN
THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

11.      CONFIDENTIALITY

11.1 "Confidential  Information" means any trade secrets or other information of
a party, whether of a technical,  business, or other nature (including,  without
limitation,  information relating to a party's technology,  software,  products,
services,  designs,  methodologies,  business plans, finances,  marketing plans,
Resellers, prospects, or other affairs), that is disclosed to a party during the
term of this  Agreement  and that  such  party  knows or has  reason  to know is
confidential,  proprietary, or trade secret information of the disclosing party.
Confidential Information does not include any information that: (a) was known to
the  receiving  party prior to receiving the same from the  disclosing  party in
connection with this Agreement;  (b) is independently developed by the receiving
party  without  use of or  reference  to  the  Confidential  Information  of the
disclosing  party by  individuals  who have had no access  to such  Confidential
Information;  (c) is acquired by the receiving party from another source without
restriction  as to use or  disclosure;  or (d) is or becomes  part of the public
domain  through  no  fault  or  action  of the  receiving  party.  "Confidential
Information"  will only include  items covered by this  definition  and that are
disclosed  or embodied  in  materials  delivered  in  tangible  form  (including
diskette,  CD, email, and other means of electronic delivery) and clearly marked
as  proprietary  or  confidential  or, if disclosed  orally,  are  summarized in
writing,  clearly  marked as proprietary  or  confidential,  and provided to the
receiving party within 30 days following each such disclosure.

11.2  Restricted  Use and  Nondisclosure.  During  and  after  the  term of this
Agreement,  each party will: (a) use the other party's Confidential  Information
solely for the  purpose for which it is  provided;  (b) not  disclose  the other
party's  Confidential  Information  to a third party unless the third party must
access the Confidential Information to perform in accordance with this Agreement
and the third party has executed a written  agreement  that contains  terms that
are  substantially  similar to the terms  contained in this Section 11.2 and (c)
protect the other party's  Confidential  Information  from  unauthorized use and
disclosure  to the same  extent (but using no less than a  reasonable  degree of
care) that it protects its own Confidential Information of a similar nature.

11.3  Required  Disclosure.  If either  party is required by law to disclose the
Confidential  Information or the terms of this Agreement,  the disclosing  party
must give prompt written notice of such  requirement  before such disclosure and
assist  the   non-disclosing   party  in  obtaining  an  order   protecting  the
Confidential Information from public disclosure.

11.4 Return of Materials.  Upon the termination or expiration of this Agreement,
or upon earlier  request,  each party will deliver to the other all Confidential
Information that they may have in its possession or control. Notwithstanding the
foregoing,  neither  party will be  required  to return  materials  that it must
retain in order to receive the benefits of this Agreement or properly perform in
accordance with this Agreement.

11.5 Existing Obligations.  The obligations in this Section 11.5 are in addition
to,  and  supplement,  eachparty's  obligations  of  confidentiality  under  any
nondisclosure or other agreement between the parties.

11.6  Injunctive Relief.  Each  party  agrees  that  any  breach  of  any of its
obligations  with respect to  confidentiality  or use of the disclosing  party's
Confidential  Information  hereunder is likely to cause or threaten  irreparable
harm to the disclosing party, and, accordingly,  the receiving party agrees that
in the event of such  breach the  disclosing  party  shall be  entitled  to seek
equitable relief to protect its interest  therein,  including but not limited to
preliminary and permanent injunctive relief, as well as money damages.

                                       32
<PAGE>

12.      GENERAL

12.1 Relationship. Reseller will be and act as an independent contractor and not
as the agent or representative of Interact in the performance of this Agreement.
This  Agreement  will  not  be  interpreted  or  construed  as (a)  creating  or
evidencing any association, joint venture, partnership, or franchise between the
parties;  (b) imposing any  partnership or franchise  obligation or liability on
either party;  or (c) prohibiting or restricting  Interact's  performance of any
services  for any third  party.  Reseller  must not  represent  to  anyone  that
Reseller is an agent of Interact or is  otherwise  authorized  to bind or commit
Interact in any way without Interact's prior written authorization.

12.2  Assignability.  Reseller may not assign its right,  duties, or obligations
under this Agreement  without  Interact's prior written  consent.  If consent is
given, this Agreement will bind Reseller's  successors and assigns.  Any attempt
by Reseller to transfer its rights,  duties, or obligations under this Agreement
except as expressly provided in this Agreement is void.

12.3  Subcontractors.  Interact may utilize a subcontractor or other third party
to  perform  its  duties  under  this  Agreement  so  long as  Interact  remains
responsible for all of its obligations under this Agreement.

12.4 Nonsolicitation.  During the term of this Agreement and for a period of one
year thereafter,  Reseller will not,  directly or indirectly,  employ or solicit
the  employment  or services of a Interact  employee or  independent  contractor
without the prior written consent of Interact.

12.5 Notices.  Any notice  required or permitted to be given in accordance  with
this  Agreement  will be  effective if it is in writing and sent by certified or
registered  mail,  or  insured  courier,   return  receipt  requested,   to  the
appropriate  party at the  address  set  forth  below  and with the  appropriate
postage  affixed.  Either  party may change its address for receipt of notice by
notice to the other party in accordance  with this  Section.  Notices are deemed
given two  business  days  following  the date of  mailing or one  business  day
following delivery to a courier.

To Reseller:                                        To Interact:
-----------                                         ------------
At the address set forth on the first page hereto.  InteractNetworks, Inc.
                                                    1611 116th Ave NE, Suite 225
                                                    Bellevue, WA  98004 U.S.A.
                                                    ATTN: Chad Storey

12.6 Force  Majeure.  Interact will not be liable for, or be considered to be in
breach of or default under this  Agreement on account of any delay or failure to
perform as  required  by this  Agreement  as a result of any cause or  condition
beyond Interact's  reasonable control, so long as Interact uses all commercially
reasonable efforts to avoid or remove such causes of non-performance.

12.7 Governing Law; Jurisdiction. This Agreement will be interpreted, construed,
and enforced in all respects in  accordance  with the local laws of the State of
Washington, U.S.A without reference to its choice of law rules and not including
the  provisions of the 1980 U.N.  Convention on Contracts for the  International
Sale of Goods. The parties agree to the exclusive  jurisdiction of the state and
federal courts located in King County, Washington.

12.8  Arbitration.  To ensure rapid and  economical  resolution  of any disputes
which may  arise  under  this  Agreement,  the  parties  agree  that any and all
disputes or  controversies of any nature  whatsoever,  arising from or regarding
the interpretation,  performance,  enforcement or breach of this Agreement shall
be resolved by confidential, final and binding arbitration (rather than trial by
jury or court or resolution in some other forum) to the fullest extent permitted
by law. Any arbitration proceeding pursuant to this Agreement shall be conducted
by the American Arbitration Association ("AAA") in Seattle, Washington under the
then  existing  AAA  arbitration  rules.  If for any  reason all or part of this
arbitration  provision is held to be invalid,  illegal,  or unenforceable in any
respect under any applicable law or rule in any  jurisdiction,  such invalidity,
illegality  or  unenforceability  will not  effect  any  other  portion  of this
arbitration  provision or any other  jurisdiction,  but this  provision  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal  or  unenforceable  part or  parts  of this  provision  had  never  been
contained  herein,  consistent with the general intent of the parties insofar as
possible.

12.9 Waiver.  The waiver by either party of any breach of any  provision of this
Agreement does not waive any other breach. The failure of any party to insist on
strict  performance  of any  covenant  or  obligation  in  accordance  with this
Agreement will not be a waiver of such party's right to demand strict compliance
in the future, nor will the same be construed as a negation of this Agreement.

                                       33
<PAGE>

12.10  Severability.  If any part of this  Agreement  is  found  to be  illegal,
unenforceable,  or invalid, the remaining portions of this Agreement will remain
in full force and effect.  If any  limitation or restriction on the grant of any
license to Reseller under this Agreement is found to be illegal,  unenforceable,
or invalid, the license will immediately terminate.

12.11  Interpretation.  The parties have had an equal opportunity to participate
in the  drafting  of  this  Agreement  and the  attached  exhibits,  if any.  No
ambiguity will be construed against any party based upon a claim that that party
drafted the  ambiguous  language.  The headings  appearing  at the  beginning of
several   sections   contained  in  this   Agreement   have  been  inserted  for
identification  and reference  purposes only and must not be used to construe or
interpret this Agreement.  Whenever required by context,  a singular number will
include the plural, the plural number will include the singular,  and the gender
of any pronoun will include all genders.

12.12  Counterparts.  This  Agreement may be executed in any number of identical
counterparts,  notwithstanding  that  the  parties  have  not  signed  the  same
counterpart,  with  the  same  effect  as if the  parties  had  signed  the same
document.  All  counterparts  will  be  construed  as and  constitute  the  same
agreement.  This  Agreement  may also be executed and delivered by facsimile and
such  execution  and delivery will have the same force and effect of an original
document with original signatures.

12.13 Entire  Agreement.  This  Agreement  supersedes,  terminates and otherwise
renders null and void any and all prior written and/or oral  agreements  between
the Reseller  and Interact  with  respect to the matters  herein  expressly  set
forth,  except that nothing herein  contained  shall be construed as intended to
relieve  or release  either  party from its  obligation  to make  payment of any
monies which either party may owe to the other party. This Agreement  represents
and incorporates the entire  understanding of the parties hereto with respect to
the matters herein  expressly set forth and each party  acknowledges  that there
are no warranties,  representations,  covenants or  understandings  of any kind,
nature or description  whatsoever  made by either party to the other,  except as
are herein expressly set forth. This Agreement may be modified only by a written
instrument  signed by the  parties to this  Agreement,  which  instrument  makes
specific reference to this Agreement and the changes to be made hereto.

12.14  Survival. The provisions of Sections 2.5 (Reservation of Rights), 6 (Term
and   Termination),   8  (Intellectual   Property   Infringement),   9  (Product
Indemnities),  10  (Limitation  of Liability),  and 11  (Confidentiality)  shall
survive the expiration of this Agreement.

12.15 Attorney Fees.   If  any legal  action,  arbitration,  mediation  or other
proceeding is brought for the  enforcement of this  Agreement,  or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Agreement,  the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees and other costs incurred
in that action or  proceeding,  in  addition to any other  relief to which it or
they may be entitled.

The Reseller hereby  warrants and represents that the individual  executing this
Agreement is duly authorized and empowered to bind the Reseller.  This Agreement
shall be subject to  acceptance  by Interact  through its execution in the space
provided below by an authorized representative only.


IN WITNESS WHEREOF,  the parties have entered into this Agreement as of the date
first above written.


Reseller:Y3K Secure Enterprise Software,                InteractNetworks:
Inc.

/s/ James R. Stephens Jr.                               /s/ Chad Storey
--------------------------------                        -----------------

By: James R. Stephens Jr.                               By: Chad Storey

Title: VP Sales and Marketing                           Title: President


                                       34
<PAGE>


EXHIBIT A - PRODUCT PRICE LIST

LockDown VA Small Business Appliance price list, attached

LockDown VA Scanner and Datasafe Appliances price list, attached


Discount levels for New Sales
-------------------------------------------------------------------------------
    Level               Discount                  Annual Commitment

-------------------------------------------------------------------------------
    Gold                  40%                      $100k Annual
-------------------------------------------------------------------------------
    Silver                35%                      $50k Annual
-------------------------------------------------------------------------------
    Bronze                30%                       None
-------------------------------------------------------------------------------


Notes:

a)   If the Reseller sells any Update Services before such services are required
     for  continued  operation  of the Interact  Solution,  one half of the full
     discount level applies,  i.e. if a reseller is enjoying the Silver Discount
     level of 35% on new  products,  then they would  receive a discount rate of
     17.5% on Update Services.

b)   Half of the  discount  level  applies  for  Extended  Hardware  Maintenance
     agreements in all cases.

c)   $120/hr for technical support for Resellers.

d)   Discount  level  adjusted based on the annualized run rate for the previous
     quarter.

e)   Pricing and Discounts subject to change.


                                       35