Exhibit 10.1

                           PRIMARY RESELLER AGREEMENT
                             (DEVICE REGISTRATIONS)
                                 (THE AMERICAS)

THIS AGREEMENT is made and effective as of the 30th day of December 2006,

BETWEEN:
                         MIDNET, INC.
                         a Delaware Corporation with an office at Suite 300 -
                         1055 West Hastings Street
                         Vancouver, B.C. V6E 2E9

                         ("MIDNET")

AND:
                         FUNDAMENTAL STRATEGIES INC.
                         a California corporation
                         with an office at 27084 Old Chimney Road
                         Malibu, California 90265

                         ("RESELLER ")

WHEREAS:

A.   MidNet provides device fingerprinting services (the "MIDNET SERVICES") to
     it's clients through or related to The Middle Network ("TMN");

B.   MidNet desires to establish a primary Reseller to promote and sell the
     MidNet services in the Americas;

C.   Reseller provides sales and marketing services (the "RESELLER SERVICES") in
     the Americas;

D.   MidNet desires for Reseller to market and sell MidNet Services in the
     Americas;
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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the Parties, the Parties covenant and agree
with each other as follows:

1. DEFINITIONS AND INTERPRETATION

     1.1. DEFINITIONS

          In this agreement unless the context otherwise requires:

          "AGREEMENT" means this agreement;

          "ASSIGNMENT" means the transference of this Agreement by Reseller to a
          third party acceptable to MidNet;

          "AUTHENTICATED" means a device that can be authenticated with its
          Fingerprint that has been Registered by TMN;

          "CONFIDENTIAL INFORMATION" means all information which one of the
          Parties will have access to or come into possession of which is
          confidential and proprietary to the other Party and which is either
          declared to be confidential or proprietary in nature and includes, but
          is not limited to , the terms and pricing for the Products and
          Services, all information contained on or accessible through the
          Partner Portal, as defined hereafter, any information disclosed by any
          third party which the third party is obligated to treat as
          confidential or proprietary to one of the Parties hereto, trade
          secrets, know-how, processes, standards, product specifications,
          marketing plans and techniques, cost and financial pricing figures,
          all client or customer information (including without limitation their
          names, financial information, address or telephone number), all
          systems software applications, all software/systems source and object
          code, data, documentation, program files, flow charts, and all
          operational procedures;

          "DEVICE" means all (i) personal computers utilizing Microsoft
          Corporation's operating systems, (ii) personal computers utilizing
          Apple operating systems, (iii) personal computers utilizing Unix
          operating systems, (iv) personal computers utilizing Linux operating
          systems and (v) videophones utilizing embedded operating systems;

          "FINGERPRINTED" means a device that has been identified by its unique
          characteristics through TMN;

          "PARTY" means either Reseller or MidNet as is appropriate in context
          and "PARTIES" means both or either of Reseller and MidNet as is
          appropriate in context;

          "REGION" means the territory of the Americas (North and South America)
          covered by the Agreement;

          "REGISTERED" means a device that can be Authenticated as it has been
          Fingerprinted and Registered with TMN;

          "REGISTRATION" means the act of registering a Device with TMN;

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          "THE MIDDLE NETWORK" or "TMN" means the network environment controlled
          by MidNet to Fingerprint, Authenticate and Register devices, and to
          transfer data in support of application services.

     1.2. HEADINGS

          The division of this Agreement into articles, sections, and/or
          subsections and the provision of headings for all or any of them are
          for convenience of reference only and shall not affect the
          interpretation of this Agreement.

     1.3. USAGE

          In this Agreement, unless there is something in the subject matter or
          context inconsistent therewith:

          (a)  words importing the singular shall include the plural and vice
               versa; and

          (b)  words importing gender shall include masculine, feminine and
               neuter genders.

     1.4. GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
          the laws of the State of California.

2. RELATIONSHIP OF THE PARTIES

     2.1. NOT A PARTNERSHIP

          This Agreement does not and shall not be construed to create a
          partnership, joint venture, agency or any other business relationship
          which would authorize either Party to act on behalf of the other or in
          the name of the other. Each of the Parties is and will remain
          completely independent of the other.

3. RESPONSIBILITIES OF THE PARTIES

     3.1. DEVICE REGISTRATION RESELLER RIGHTS

          3.1.1. Reseller has the right to sell up to six (6) million Device
                 Registrations at a price not to exceed $4 USD per Registered
                 Device;

          3.1.2. Reseller will pay to MidNet $2 USD per Registered Device;

          3.1.3. Reseller will pay to MidNet in advance for each Registered
                 Device;

          3.1.4. Reseller will pay to MidNet one hundred thousand USD ($100,000
                 USD) for the right to resell Device Registrations for TMN;

          3.1.5. Reseller will have the right to resell Device Registrations in
                 the Region (in the Americas);

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          3.1.6. MidNet may sell directly to any client in the Region without
                 compensating Reseller prior to payment being received by MidNet
                 as specified in Item 3.1.4;

          3.1.7. In the event that MidNet sells directly to any client in the
                 Region, or permits another reseller to sell directly to a
                 client in the Region allocated to Reseller, after receiving
                 payment as specified in Item 3.1.4, then MidNet will compensate
                 Reseller at the rate of 10% of the selling price per Device
                 Registration so sold within Reseller's region.

     3.2. RESELLER QUOTAS

          Once MidNet has approved the production version of the Uniloc Software
          used to Fingerprint, Authenticate, and Register Devices through TMN,
          the Reseller must meet the following quotas in order to retain the
          rights specified in Item 3.1.

          3.2.1. Within the first ninety (90) days 500,000 Authenticated and
                 Registered Devices;

          3.2.2. Within the second ninety (90) days 500,000 Authenticated and
                 Registered Devices;

          3.2.3. Within the third ninety (90) days 500,000 Authenticated and
                 Registered Devices;

          3.2.4. Within the fourth ninety (90) days 500,000 Authenticated and
                 Registered Devices;

          3.2.5. Within the fifth ninety (90) days 1,000,000 Authenticated and
                 Registered Devices;

          3.2.6. Within the sixth ninety (90) days 1,000,000 Authenticated and
                 Registered Devices;

          3.2.7. Within the seventh ninety (90) days 1,000,000 Authenticated and
                 Registered;

          3.2.8. Within the eighth ninety (90) days 1,000,000 Authenticated and
                 Registered Devices.

     3.3. RESELLER TERMS

          Reseller will sell according to the terms specified by MidNet.

4. USE OF NAME

Neither Party will use the name of the other in any news release, public
announcement, advertisement or other form of publicity, without the prior
consent of the other Party.

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5. TERM AND TERMINATION

     5.1. TERM OF THE AGREEMENT

          The term of this agreement shall be three (3) years from the date of
          signing.

     5.2. TERMINATION FOR DEFAULT

          Either Party may terminate this Agreement, effective immediately, if
          the other commits a material breach of it, commits any material
          fraudulent act in performing any of its obligations or makes any
          material misrepresentation to the other or commits an act of
          malfeasance or misfeasance in the performance of its or his duties or
          is unable or unwilling to perform its obligations and duties under
          this Agreement which circumstances will include, but not be limited
          to:

          (a)  if a receiver, trustee in bankruptcy or similar officer is
               appointed to take charge of any of its assets; or

          (b)  if it files for relief under any applicable bankruptcy laws.

     5.3. TERMINATION FOR NON-PAYMENT

          This Agreement will terminate immediately in the event that full
          payment has not been received by MidNet within forty-five (45) days
          after MidNet has approved the production version of the Uniloc
          Software used to Fingerprint, Authenticate, and Register Devices
          through TMN.

     5.4. TERMINATION FOR NON-PERFORMANCE

          This Agreement will terminate immediately in the event that the quotas
          itemized in Item 3.2 are not met.

6. CONFIDENTIALITY

     6.1. CONFIDENTIAL INFORMATION

          Each of the Parties acknowledges that in the course of their
          relationship pursuant to this Agreement, each (the "RECEIVING PARTY")
          will have access to or come into possession of Confidential
          Information of the other Party (the "DISCLOSING PARTY"), and that the
          disclosure of such Confidential Information to third parties or to the
          general public would be detrimental to the best interests and business
          of the Disclosing Party.

     6.2. EXCEPTIONS TO CONFIDENTIAL INFORMATION

          Notwithstanding the definition of Confidential Information and the
          provisions of section 6.1, "Confidential Information" does not include
          information or data, which the Receiving Party can prove, is:

          (a)  publicly known at the time of disclosure;

          (b)  already known by the Receiving Party at the time it receives the
               information;

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          (c)  provided to the Receiving Party by a third party that is not
               under obligation to keep such information confidential; or

          (d)  independently developed by the Receiving Party without use of any
               Confidential Information of the Disclosing Party.

     6.3. LIMITATIONS ON USE

          The Receiving Party will not, during the term of this Agreement or at
          any time thereafter:

          (a)  disclose any Confidential Information to any person;

          (b)  use or exploit, directly or indirectly, the Confidential
               Information for any purpose other than the proper purposes of the
               Disclosing Party; or

          (c)  disclose for any purpose, other than those of the Disclosing
               Party, the private affairs of the Disclosing Party or any other
               information which the Receiving Party may acquire during the term
               of the Agreement with respect to the business and affairs of the
               Disclosing Party, whether acquired in the course of carrying out
               the Agreement or incidentally.

     6.4. REQUIRED DISCLOSURE

          Notwithstanding the foregoing, the Receiving Party will be entitled to
          disclose Confidential Information if required by law provided that the
          Receiving Party will promptly notify the Disclosing Party, consult
          with the Disclosing Party and cooperate with the Disclosing Party in
          an attempt to enjoin, to resist or narrow such disclosure or to obtain
          an order or other assurance that such information will be accorded
          confidential treatment.

     6.5. SURVIVAL OF CONFIDENTIALITY

          All covenants of confidentiality herein shall survive the Term of this
          Agreement by three (3) additional years counting from the date of
          termination of this Agreement.

7. MISCELLANEOUS

     7.1. NO WAIVER

          The failure by either Party to enforce or take advantage of any of the
          provisions of this Agreement shall not constitute nor be construed as
          a waiver of such provisions or of the right subsequently to enforce or
          take advantage of each and every such provision.

     7.2. DISPUTES

          The Parties will attempt to settle any claim or controversy relating
          to this Agreement through consultation and negotiation in good faith
          and a spirit of mutual cooperation. If those attempts fail, then a
          mutually acceptable mediator, chosen by the Parties within forty-five
          (45) days after written notice from one of the parties to the other,
          demanding mediation, will mediate the dispute. Neither party may
          unreasonably withhold consent to the selection of a mediator. The

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          Parties will share the costs of the mediation equally and each shall
          bear its own costs. Any dispute which the parties cannot resolve
          between themselves through negotiation or mediation within ninety (90)
          days after the date of the initial demand for mediation may then be
          submitted to the courts for final resolution. Nothing in this
          paragraph will prevent either party from resorting to judicial
          proceedings if:

          (a)  good faith efforts to resolve the dispute under these procedures
               have been unsuccessful; or

          (b)  interim relief from a court is necessary to prevent serious and
               irreparable injury to one party or to others.

     7.3. NOTICES

          Any formal notice between the Parties hereto will be in writing and
          may be delivered by any method, including email, provided receipt is
          acknowledge by the receiving party or it may be either personally
          delivered or sent by facsimile or by registered mail to the
          appropriate party at the address noted for that party on the first
          page of this Agreement, or such other address as may be designated by
          a party in a written notice sent to the other party in accordance with
          this paragraph. Any notice or other communication sent by registered
          mail will be effective seven calendar days from the day that it was
          sent, or if by any other method in accordance with this paragraph, the
          day following its receipt.

     7.4. ASSIGNMENT

          7.4.1. Reseller may assign this Agreement to a third party acceptable
                 to MidNet

8. GENERAL

     8.1. ENTIRE AGREEMENT

          This Agreement and all documents contemplated by or delivered under or
          in connection with this Agreement constitute the entire Agreement
          between the Parties with respect to the subject matter of this
          Agreement, and supersede all prior agreements, negotiations,
          discussions, undertakings, representations, warranties and
          understandings, whether written or oral, express or implied, statutory
          or otherwise.

     8.2. AMENDMENT

          No amendment, supplement, or restatement or termination of any
          provision of this Agreement is binding upon the Parties hereto unless
          it is in writing and signed by an authorized representative of each
          Party to this Agreement at the time of the amendment, supplement,
          restatement or termination.

     8.3. SEVERABILITY

          If any provision or any portion of any provision of this Agreement
          shall be held unlawful or unenforceable, the balance of such provision
          and all other provisions hereof shall nonetheless in all respects

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          remain binding and effective and shall be construed in full force and
          effect to the extent lawfully permissible.

     8.4. TIME OF ESSENCE

          Time is of the essence in the performance of the terms and conditions
          of this Agreement.

     8.5. ENUREMENT

          This Agreement enures to the benefit of and binds the Parties and
          their respective heirs, executors, administrators, successors and
          permitted assigns.

     8.6. COUNTERPART SIGNATURE AND FACSIMILE DELIVERY

          This Agreement may be executed in two or more counterparts and may be
          delivered by facsimile, each of which will be deemed to be an original
          and all of which will constitute one agreement, effective as of the
          Effective Date.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives:

FUNDAMENTAL STRATEGIES, INC                 MIDNET, INC.


Per: /s/ David B. Haines                    Per: /s/ Tilo Kunz
    ---------------------------------           --------------------------------
    Authorized Signatory                    Authorized Signatory


    David B. Haines                         Tilo Kunz
    ---------------------------------       ------------------------------------

Title: president / CEO                      Title: president / CEO
      -------------------------------             ------------------------------

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