Beryl
Zyskind

150 East
56th Street,
Apt. 7A

New York,
NY 10022







October
11, 2004




iBIZ
Technology Corp.

2238 W.
Lone Cactus Drive

Phoenix,
AZ 85027




Gentlemen:







This
letter (this “Letter Agreement”) shall confirm the understanding and agreement
by and between Beryl Zyskind (“Zyskind”) and iBIZ Technology Corp., a Florida
corporation (“iBIZ”; Zyskind and iBIZ shall be collectively referred to as the
“Parties”) with respect to the offering of forty-one million six hundred
sixty-six six hundred sixty-seven shares (41,666,667) shares (the “Shares”) of
restricted common stock, par value $.001 of iBIZ (“Common Stock”) in exchange
for an investment of fifty thousand ($50,000) dollars (the
“Investment”).




The
Parties intend to negotiate a future agreement (the “Future Agreement”) which
shall set forth the understanding and agreement by and between the Parties, with
respect to a contemplated investment by Zyskind in of one million four hundred
fifty thousand ($1,450,000) dollars (the “Future Investment”) in exchange for
shares of Common Stock. Zyskind shall not be obligated to invest any portion of
the Future Investment unless and until the Parties have entered into the Future
Agreement. If the Future Agreement is not entered into, Zyskind’s sole
obligation shall be to make the Investment.




The
understanding and agreement by and between the Parties with respect to the
Investment are as set forth below:




1.  Zyskind
or his designees shall, upon the execution of this Letter Agreement, invest
fifty thousand ($50,000) dollars in exchange for the Shares at a purchase price
of $.0012 per share. The Shares shall be registered pursuant to the terms of
Article “3” of this Letter Agreement. iBIZ agrees that Zyskind and/or his
designees shall receive the Shares with respect to the Investment within ten
(10) business days after iBIZ receives the Investment.




2.  If
Zyskind and/or his designees do not receive the Shares within said ten (10)
business day period, iBIZ shall issue to Zyskind and/or his designees for each
business day that the Shares are late, such number of shares as shall be equal
to one (1%) percent of the of the Shares purchased by Zyskind and/or his
designees. For example, if the Shares are received by Zyskind on the second
(2nd)
business day after the ten (10) business day period, iBIZ shall issue to Zyskind
an additional eight hundred thirty-three thousand three hundred thirty-three
shares (833,333) shares of restricted Common Stock (determined by (i)
multiplying 41,666,667 by 1% and (ii) multiplying the product of (i) by
2).






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3.  iBIZ
agrees that it shall file at its expense a registration statement with respect
to the Shares and any other shares issued pursuant to the terms of this Letter
Agreement with the Securities and Exchange Commissions (“SEC”) within fifteen
(15) business days after the filing of the Form 10QSB for the fiscal period
ended July 31, 2004 which shall be filed by no later than October 31, 2004. The
Shares and any other shares issued pursuant to the terms of this Letter
Agreement shall be registered using Form 10SB or such other form as may be
appropriate to register said shares.




iBIZ
shall use its best efforts to ensure that the registration statement is
effective within ninety (90) days after it has filed said registration statement
with the SEC. If the registration statement is not effective within said ninety
(90) day period, iBIZ shall issue to Zyskind and/or his designees for every
thirty (30) days that the registration statement is not effective after the
ninety (90) day period such number of shares of restricted Common Stock as shall
be equal to five (5%) percent of the Shares owned by Zyskind and/or his
designees at such time. For example, if Zyskind owns 41,666,667 shares and the
registration statement becomes effective one hundred fifty (150) days after it
was filed with the SEC, then iBIZ shall issue to Zyskind an additional four
million one hundred sixty-six thousand six hundred sixty-seven (4,166,667)
shares of restricted Common Stock (determined by (i) multiplying 41,166,667 by
5% and (ii) multiplying the product of (i) by 2 (determined by (i) subtracting
90 from 150 and (ii) by dividing 60 (the difference) by 30)). As a further
example, if the registration statement becomes effective forty-five (45) days
after it has been filed with the SEC, then iBIZ shall not owe Zyskind and/or his
designees any shares of restricted Common Stock.




This
Letter Agreement contains the entire agreement between the Parties and
supersedes all prior agreements and understandings. This Letter Agreement may
not be altered, changed or modified, except by a written instrument signed by
each of the Parties to this Letter Agreement. The validity, interpretation, and
performance of this Letter Agreement shall be controlled by and construed under
and in accordance with the laws of the State of New York without giving effect
to conflict of laws. The Parties hereby consent to and submit to personal
jurisdiction over each of them by the courts of the State of New York in any
action or proceeding, waive personal service of any and all process and
specifically consent that in any such action or proceeding, any service of
process may be effectuated upon any of them by certified mail, return receipt
requested. This Letter Agreement shall be binding upon each of the Parties to
this Letter Agreement, and upon their respective successors and assigns.









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If this
Letter Agreement accurately reflects our agreement, please sign where indicated
below. 





	 	 	Sincerely,
	 	 	
	 	 	/s/
      Beryl Zyskind 
	 	 	Beryl Zyskind
	 	 	 
	Agreed and Accepted:	 	 
	 	 	 
	iBIZ Technology Corp.	 	 
	 	 	 
	By: /s/
      Kenneth Schilling__________________	 	 
	Name: Kenneth Schilling Title:
      President and CEO	 	 
	 	 	 
	/s/ Kenneth Schilling ____________________	 	 
	Ken Schilling	 	 
	 	 	 
	/s/ Mark Perkins_________________________	 	 
	
      Mark
      Perkins
	 	 
	 	 	 








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