Exhibit 10 (i)


                               RESELLER AGREEMENT

         This Agreement (the "Agreement") is entered into in San Diego,
California by and between Zoovy, Inc. a Delaware corporation with offices at
2533 South Coast Highway 101 Suite #290, Cardiff by the Sea, California 92007
(hereinafter "Zoovy") and First National Data Bank, Inc. (hereinafter
"Reseller") with offices located at 989 Georgia Avenue, Palm Harbor, FL 34685.

         WHEREAS  Zoovy  is a  provider  of  small  business  online  e-commerce
software and marketing services;

         WHEREAS Reseller is a firm actively engaged in assisting small or
medium sized businesses with technology.

         NOW, THEREFORE in consideration of the above recitals, which form a
part of the agreement of the parties, Reseller and Zoovy agree as follows:

1.       DEFINITIONS:

         1.1      Merchants - any prospective customers who is not currently not
                  engaged with Zoovy either directly or through a reseller.

         1.2      Participating Merchants - Merchants who has been sold Services
                  by Reseller pursuant to this Agreement.

         1.3      Ineligible Merchants - Any Merchants who are actively engaged
                  with Zoovy for Services, but was not sold Services by
                  Reseller.

         1.4      Subscriber Agreement - Any agreement or form that provides
                  Zoovy the necessary information and permission to begin
                  billing the Participating Merchant, or to bill the Reseller.

         1.5      Services - one of the services described in Exhibit A.

         1.6      Fixed Fees - the monthly fees that do not fluctuate for an
                  account.

         1.7      Variable Fees - optional fees may be applied through usage of
                  the Zoovy system. Examples include Auction processing,
                  technical support, additional disk space, and others that may
                  be charged during normal usage.

2.       RESPONSIBILITIES OF RESELLER. Zoovy hereby retains and authorizes
         Reseller to market and sell the Services to Merchants as specifically
         described below. Reseller acknowledges that Zoovy and others will be
         marketing and supporting the Services. Reseller's authority to act on
         behalf of Zoovy shall be limited to the activities described in this
         Section 2. Reseller's rights and obligations include the following:

         2.1      Reseller shall provide consulting on any other services it has
                  agreed with Participating Merchants to provide, which are
                  outside of the Zoovy Services. Reseller agrees to indemnify,
                  defend and hold harmless Zoovy from and against any and all
                  claims, liabilities, demands, actions, causes of actions,
                  losses, damages, costs or fees (included, but not limited to,
                  reasonable attorneys' fees and expenses) in any way arising
                  out of or in connection with any services provided by Reseller
                  to Participating Merchants.

         2.2      Subscriber Agreements executed under this Agreement to begin
                  billing Reseller shall be executed by employees of Reseller's
                  organization using a designated toll-free telephone number, or
                  password secured online form.

         2.3      Reseller may create accounts for Merchants by completing an
                  online Subscriber Agreement, or transmitting a written
                  Subscriber Agreement. All Subscriber Agreements for the
                  Services are subject to acceptance or rejection in Zoovy's
                  sole and absolute discretion (Fairness issue), and are subject
                  to the terms of the Zoovy Terms of Service policy which may be
                  found at http://www.zoovy.com/legal

         2.4      Reseller to provide technical and customer support for
                  Participating Merchants.

         2.5      Reseller, at its sole discretion, may choose to resell Zoovy
                  Services with it's own services. This is acceptable to Zoovy
                  provided the following conditions are met:

                  2.5.1    Participating Merchant is informed that specific
                           portions of their site are powered by Zoovy.

                  2.5.2

                  2.5.3    Reseller will provide technical and customer support
                           to Participating Merchant.

                  2.5.4    Reseller must be aware of, and is responsible for any
                           and all charges incurred by the Participating
                           Merchant for Zoovy Services.

         2.6      Reseller shall market the Services only to Merchants. Reseller
                  shall not market the Services to: (a) Ineligible Merchants,
                  (b) Merchants sell products in violation of Zoovy's Term of
                  Service policy, and (c) certain other Merchants or industries
                  as may be designated in writing from time to time by Zoovy in
                  its sole discretion subject to sixty (60) days written notice.

         2.7      Reseller will designate one or more contact persons who will
                  coordinate the transfer of information between Zoovy and
                  Reseller, and who will be available to respond to inquiries.

         2.8      Reseller agrees that all marketing and promotional material
                  that incorporate the Zoovy training materials and CD ROM must
                  receive written approval from Zoovy prior to use.

         2.9      Reseller shall train merchants to ensure that the
                  Participating Merchant is able to operate their web store in
                  an effective manner.

         2.10     Reseller will provide 30 days notice for termination or
                  cancellation of any Participating Merchant following an
                  initial 40 day grace period.. No set-up fees will be charged
                  for accounts cancelled within 40 day grace period.

3.       RESPONSIBILITIES OF ZOOVY

         3.1      Zoovy will provide Reseller with a complete suite of Zoovy
                  Services on a co-branded basis for purpose of resell to
                  Participating Merchants.

         3.2      Standards. Zoovy's hosting standards shall conform to the
                  following:

                  3.2.1    Availability of Web Site. The Website shall be
                           publicly available to users a minimum of 90% of the
                           time during any 24 hour period, 98% of the time
                           during any 7 day period, and 99% of the time during
                           any 30 day period; and there will be no period of
                           interruption in public accessibility to the Website
                           that exceeds 2 continuous hours.

                  3.2.2    Response Time. The mean response time for server
                           response to all accesses to the Website shall not
                           exceed more than 10 seconds during any 1 hour period.

                  3.2.3    Bandwidth. The bandwidth representing the Website's
                           connection to the Internet shall be operating at
                           capacity no more than 30 minutes in any 24 hour
                           period.

                  3.2.4    Security. Zoovy shall prevent unauthorized access to
                           the restricted areas of the Website and any databases
                           or other sensitive material generated from or used in
                           conjunction with the Website; and Zoovy shall notify
                           Reseller of any known security breaches or holes.

                  3.2.5    Inapplicability of Force Majeure. The foregoing
                           standards shall apply regardless of the cause of the
                           interruption in service, even if the interruption in
                           service was beyond the control of Zoovy.

                  3.2.6    Remedies. In addition to other applicable remedies,
                           Reseller will receive a full months credit on
                           hosting, if any breach of this Section 3.2 is not
                           cured within the later of the next measurable period
                           (only if applicable) or 10 days.

                  3.2.7    Site Backup. At Zoovy's expense, Zoovy shall maintain
                           a complete and current copy of the Website on a
                           server located at a remote location. In the event
                           that service is interrupted to the Website, the
                           remote server shall be immediately activated so that
                           public access to the Website may continue
                           uninterrupted.

                  3.2.8    Server Logs. On the first day of every month, and at
                           any other time as reasonably requested by Reseller,
                           Zoovy at its expense shall deliver to Reseller in
                           electronic form the server logs of Website activity
                           (the "Server Logs").

4.       DEPOSITS AND PAYMENTS.

         4.1      Zoovy will extend credit lines to Reseller with terms of net
                  10.

         4.2      Zoovy requires a valid credit card or checking account from
                  Reseller from which funds may be withdraw, if payments are not
                  made within a timely manner. Payments are considered
                  delinquent if payments not received 5 (five) days after due
                  date. Delinquent payments will charged to Reseller's credit
                  card or checking account and will include late payment fee of
                  5.0% of all past due amounts. Zoovy has right close accounts
                  of Participating Merchants or request a deposit, if accounts
                  are past due for more than 30 days.

         4.3      Zoovy will receive payment from Reseller. Reseller shall be
                  responsible for collecting Fixed and Variable fees from
                  Participating Merchants. Reseller is responsible for all
                  charges made by Participating Merchants. At the Resellers
                  request, Zoovy will directly bill the Participating Merchant
                  for any Variable Fees associated with an account.

         4.4      Zoovy shall provide Reseller an electronic website for
                  determining the current billing and breakdown of all Fixed
                  Fees and Variable Fees associated with any Participating
                  Merchant who is active with the Reseller.

         4.5      Zoovy may alter its prices. Zoovy will provide Reseller at
                  least 60 days advanced notice before the first affected
                  billing cycle.

5.       COMMISSIONS. Zoovy shall pay no commissions on all Services sold under
         this Agreement. Reseller is responsible for collecting all fees from
         Participating Merchants.

6.       REQUESTED INELIGIBLITY. In the event the Reseller terminates the
         Participating Merchant's account without cause, Zoovy will, at it's
         option, by the request of the Participating Merchant, remove said
         Participating Merchant from the Resellers list of active accounts and
         form an arrangement to invoice the Participating Merchant directly for
         Zoovy Services, provided the Participating Merchant wishes to continue
         with the Zoovy Service. In the event this occurs, the Participating
         Merchant shall be deemed as an Ineligible Merchant for all
         participating Zoovy Resellers. Zoovy will notify Reseller in writing of
         any such action.

7.       MARKETING PROGRAM. Reseller shall at its expense promote the sale of
         Services to Merchants under this Agreement through an on-going
         marketing program. The marketing program shall include, at a minimum,
         the activities specified in Exhibit C to this Agreement, and the
         Parties may from time to time review and agree upon additional
         marketing activities.

8.       COMPLIANCE WITH LAW. Reseller shall maintain all licenses; permits or
         registrations required to perform its obligations under this Agreement
         and shall comply with all federal, state and local laws and regulations
         applicable to the sale of the Services under this Agreement.

9.       INDEMNIFICATION. Each party shall indemnify, defend and hold harmless
         the other party and the other party's officers, directors, agents,
         members, employees, shareholders and affiliates against any claim,
         damage, liability or expense (including reasonable attorneys fees)
         arising out of or relating to the indemnifying party's breach of this
         Agreement or any acts or omissions of the indemnifying party or its
         employees, contractors or agents under the Agreement.

10.      CONFIDENTIALITY. Each party shall strictly maintain the confidentiality
         of any nonpublic, proprietary information it may obtain from the other
         party and shall not disclose that information to any other person or
         entity, except (i) as agreed to in writing by the other party or (ii)
         as required by applicable law, regulation or court order. The
         confidentiality obligations of the Parties under this Paragraph shall
         survive the expiration or termination of this Agreement.

11.      TRADE NAMES AND TRADEMARKS. This Agreement grants either party a
         limited use license in Exhibit B, which will remain active for the
         duration of this agreement. Except as expressly provided in Exhibit B
         this agreement does not grant either party permission to use any other
         corporate name, trade name, trademark, service mark, symbol or logo of
         the other party in any manner whatsoever.

12.      BOOKS AND RECORDS. Zoovy shall maintain adequate books and records to
         demonstrate its compliance with its obligations under this Agreement.
         Such books and records shall be made available upon reasonable advance
         notice to Reseller and its designated accountants, counsel, or other
         representatives for inspection and audit during normal business hours.

13.      NON SOLICITATION. Reseller shall not, either while this Agreement is in
         force or thereafter, (i) use or disclose, rent or sell any the names
         and addresses of customers of Participating Merchants it learns as a
         result of selling Services under this Agreement, without written
         approval from Participating Merchants, or (ii) solicit or otherwise
         cause any Participating or Ineligible Merchant to terminate its Service
         that is already directly or indirectly provided by Zoovy, whether or
         not such are provided under the terms of this agreement.

14.      ACCESS TO PARTICIPATING MERCHANTS. Zoovy will have the right to send
         email messages to Participating Merchants that update, educate, and
         inform on new and existing Services. Zoovy will inform Reseller in
         advance, when possible, of future email notifications to Participating
         Merchants.

15.      NO JOINT VENTURE. Reseller and Zoovy both acknowledge that this
         contract does not form the basis of a partnership, joint venture, or
         investment on behalf of either company.

16.      TERM. The initial Term of this Agreement shall be for a period of one
         (1) year commencing on the execution of the Agreement by both parties,
         unless it is terminated earlier by express mutual agreement between the
         parties or pursuant to the provisions below on "Termination." The
         Agreement shall thereafter be automatically renewed for additional
         terms of one (1) year unless either party notifies the other no later
         than sixty (60) days prior to the end of the current term that it does
         not wish to renew this Agreement.

17.      TERMINATION

         17.1     At Will. Either party may terminate this Agreement prior to
                  the expiration of its initial Term (or any subsequent
                  extension thereof) in the terminating party's sole and
                  absolute discretion, with or without cause, by giving sixty
                  (60) days prior written notice of termination to the other
                  party.

         17.2     For Cause. Either party may terminate this Agreement prior to
                  the expiration of its initial Term (or any subsequent
                  extension thereof) immediately upon written notice to the
                  other party (i) if the other party has breached a material
                  promise, obligation, representation, covenant or warranty
                  under the Agreement and has failed to cure that breach within
                  ten (10) business days after receiving written notice of the
                  breach; or (ii) if the other party becomes insolvent, makes
                  any assignment for the benefit of creditors, suspends
                  payments, consents to or suffers the appointment of a
                  receiver, trustee, committee of creditors or liquidating
                  agent, files a petition or otherwise seeks relief under any
                  bankruptcy, insolvency or reorganization statute, or has filed
                  against it an involuntary petition in bankruptcy which remains
                  undismissed or undischarged for a period of thirty (30) days
                  after filing.

         17.3     Effect of Termination at Will. Upon the expiration or
                  Termination At Will of the Agreement, Reseller shall return
                  all marketing materials, CD ROM training materials, price
                  lists, customer lists, and any other Zoovy property in his
                  possession. Reseller shall not continue to use the names and
                  logos of Zoovy after termination.

         17.3.1   In the event that Reseller Terminates At Will, then Zoovy has
                  the right to form an arrangement to invoice the Participating
                  Merchant directly for Zoovy Services, provided the
                  Participating Merchant wishes to continue with the Zoovy
                  Service.

         17.3.2   In the event that Zoovy Terminates At Will, then Zoovy shall
                  not solicit Participating Merchants, and will continue to
                  provide Zoovy Services to existing Participating Merchants
                  under the terms of this Agreement.

         17.4     Effect of Termination for Cause. Upon the Termination For
                  Cause by Reseller of the Agreement due to insolvency of Zoovy,
                  Zoovy shall provide Reseller with the source software code for
                  the Zoovy Services. Upon the Termination For Cause by Zoovy of
                  the Agreement, Zoovy shall have the right to convert the
                  Subscriber Agreements from the Reseller to Zoovy.

18.      ARBITRATION. Any claim or controversy arising out of this Agreement or
         an alleged breach thereof shall be settled by final and binding
         arbitration conducted in San Diego, California pursuant to the
         Commercial Arbitration Rules of the American Arbitration Association.
         All available documents and information relevant to the claim or
         dispute shall be made available to the other party no later than sixty
         (60) days after the demand for arbitration is served, and the
         arbitrator(s) shall permit such other discovery as may be necessary for
         a fair hearing. The arbitrator(s) may award appropriate injunctive
         relief and compensatory damages, but shall not make any award in the
         nature of exemplary or punitive damages. Judgment on the award rendered
         by the arbitrator(s) may be entered in any court of competent
         jurisdiction.

19.      COSTS AND ATTORNEYS FEES. If either party seeks to enforce its rights
         under this Agreement or to construe any provision of the Agreement, all
         costs and expenses reasonably incurred by the prevailing party (who
         shall be the party who obtains substantially the relief sought by such
         party), including, without limitation, arbitration fees, court costs
         and reasonable attorneys' fees.

20.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
         to the benefit of the Parties and their respective heirs, successors,
         and assigns.


21.      ENTIRE AGREEMENT. This Agreement, including the Exhibits annexed
         hereto, contains the entire agreement between the Parties with respect
         to the subject matter hereof, and supersedes and cancels any prior
         agreement or understanding, whether oral or written, between the
         Parties with respect thereto.



         IN WITNESS WHEREOF, and intending to be legally bound, the Parties have
         caused their authorized officers to execute this Agreement by affixing
         their signatures hereto.

         Zoovy, Inc.


         By:   /s/ David Steel                       Date:        1/4/2002
              ------------------------------               ---------------------
         Title:  CEO
                 David Steel



         Reseller

         By:  /s/ Barry L. Shevlin                   Date:        1/4/2002
            ------------------------                       ---------------------
         Title:   V.P.
                  Barry Shevlin

<PAGE>

                                    EXHIBIT A



Zoovy Services.



Services that are included          o        Zoovy e-commerce software and
                                             windows products.
                                    o        Co-branding features including
                                             custom support system and space to
                                             input Reseller logo, toll free
                                             number, and support email address
                                    o        Free Trial Accounts
                                    o        Technical support for Reseller, not
                                             for Participating Merchants
-------------------------------------- -----------------------------------------
Services that are not included      o        Zoovy customer and technical
                                             support for Reseller's
                                             Participating Merchants
-------------------------------------- -----------------------------------------
Custom Reports for Reseller         o        Customized billing and sales
                                             tracking reports
-------------------------------------- -----------------------------------------


Regular Retail Pricing for Services. See Exhibit A-1.

Cost of Zoovy Services to Reseller.

1.       Monthly Fees and Setup Fees - see Exhibit A-2.

3.       Monthly Billing - Monthly billing starts once accounts are sold to
         Participating Merchants and activated.

         a.       Month One Prorata Billing - Month one accounts will be billed
                  at the start of month two according to the following schedule:

                  i.       100% for accounts activated during first 15 days of
                           month; and

                  ii.      50% for accounts activated during last 15 days of
                           month.

         b.       Month Two Billing - Billing for month two will include Month
                  One Prorata ,set-up fee, and prepayment for month two.

         c.       Month Three Billing - Regular billing that will include
                  prepayment for month three.

4.       Price increases - Zoovy may alter its prices. Zoovy will provide
         Reseller at least 60 days advanced notice before the first affected
         billing cycle.

5.       Cancellation Fees - Reseller will provide 30 days notice for
         termination or cancellation of any Participating Merchant following an
         initial 40 day grace period.No set-up fees will be charged for accounts
         cancelled within 40 day grace period.

7.       Minimum Monthly Payment to Zoovy - Reseller commits to paying Zoovy the
         higher of $2,500 per month or the sum of monthly billing.

Other Items.

         From time to time Zoovy, at it's option may run specials designed to
attract specific vertical industries. Provided the Participating Merchant
qualifies, the Reseller will have the ability to purchase the special services,
or account packages at special discounts.

         Resold Services: Zoovy incorporates various services from other
companies into its offering. Zoovy does not make any attempt to brand these
services as it's own. These services are available to Reseller, if desired, and
resell rates will be made available. Reseller can also contract directly with
below companies. The current services that do not qualify for discounting
include:

         Verisign Payment Gateway
         Authorize.Net payment gateway
         Cardservice Merchant Processing Services
         Merchant Processing Services
         Register.com Domain Registration
         Dotster Domain Registration

<PAGE>

Exhibit A-1:                              ZOOVY RETAIL PRICING


                                   Silver Gold
                      Set-up Fee Monthly Set-up Fee Monthly

Zoovy Merchant Packages          $     49.95   $  49.95   $     99.95   $  99.95

options:
Basic Training Program *         $    299.00              $    299.00
We-Build-It Service * (a)        $    699.00              $    699.00
Domain Redirect                  $     25.00   $   4.95      included
Quickbooks Integration           $     25.00   $   9.95      included
Rules Based Shipping                   included              included

* Includes basic set-up fee

Zoovy Developer                  $     49.95   $  49.95   $     99.95   $  99.95

options:
Basic Training Program *         $    299.00              $    299.00
We-Build-It Service *(#) (a)     $    699.00   $  20.00   $    699.00   $  20.00
Quickbooks Integration           $     25.00   $   9.95      included
Rules Based Shipping                included                 included

* Includes basic set-up fee
# We-Build-It service requires that Zoovy host client's catalog. Normal hosting
fee of $20.00 per month. (a) $699.00 service based on 10 hours
development/training time. Some sites require extra hours.

Zoovy Hybrid Developer            $    59.95   $  59.95   $    109.95    $109.95

options:
Basic Training Program *          $   299.00              $    299.00
We-Build-It Service *(#) (a)      $   699.00   $  20.00   $    699.00   $  20.00
Quickbooks Integration            $    25.00   $   9.95      included
Rules Based Shipping                included                 included

* Includes basic set-up fee
# We-Build-It service requires that Zoovy host client's catalog. Normal hosting
fee of $20.00 per month. (a) $699.00 service based on 10 hours
development/training time. Some sites require extra hours.

<PAGE>

Exhibit A-2:                             Cost of Zoovy Services to Reseller

<TABLE>
<CAPTION>
                                                      Silver                            Gold
                                             Set-up Fee       Monthly        Set-up Fee      Monthly
<S>                                        <C>            <C>             <C>            <C>
Zoovy Merchant Packages
0-499 cumulative active accounts           $       20.00  $     25.00     $       20.00  $        50.00
500-999                                    $       15.00  $     20.00     $       15.00  $        40.00
1000-1999                                  $       10.00  $     15.00     $       10.00  $        30.00
2000+ accounts                             $        5.00  $     10.00     $        5.00  $        20.00
Auction Integration per closed auction                    50% discount                   50% discount
MarketPlace Fees                                               TBD*                             TBD*

Zoovy Developer
0-499 cumulative active accounts           $       20.00  $     25.00     $       20.00  $        50.00
500-999                                    $       15.00  $     20.00     $       15.00  $        40.00
1000-1999                                  $       10.00  $     15.00     $       10.00  $        30.00
2000+ accounts                             $        5.00  $     10.00     $        5.00  $        20.00
Auction Integration per closed auction                    50% discount                   50% discount
MarketPlace Fees                                               TBD*                             TBD*

Zoovy Hybrid Developer
0-499 cumulative active accounts           $       20.00  $     30.00     $       20.00  $        55.00
500-999                                    $       15.00  $     25.00     $       15.00  $        45.00
1000-1999                                  $       10.00  $     20.00     $       10.00  $        35.00
2000+ accounts                             $        5.00  $     15.00     $        5.00  $        25.00
Auction Integration per closed auction                    50% discount                   50% discount
MarketPlace Fees                                               TBD*                             TBD*
options:

Quickbooks Integration                     $       10.00  $      3.00           included       included
Multimedia Training Materials              $       10.00 plus shipping    $       10.00 plus shipping

Note:
Maximum Storage Space (Mb)                                             50                                100
Number Items                                                    up to 500                          unlimited
Number Transactions per month                                   up to 500                    free up to 1000
                                                                                            ($0.05 each over
                                                                                                       1000)
</TABLE>

                                         * Pricing will be determined as new
Zoovy Marketplaces are added.

NOTE:
1) Minimum monthly fees to Zoovy are       $       2,500 Per month
2) Pricing on volume brackets are non-retro active.

                                    EXHIBIT B
                          (See Section 10: Trademarks)


         Reseller shall have permission to use the following service marks in
preparing literature necessary to solicit new Merchants.

1.       Zoovy BronzeSM
2.       Zoovy SilverSM
3.       Zoovy Gold SM

         Reseller shall identify correctly the trademarks and service marks of
Zoovy in those materials or pages as required by Zoovy from time to time.
Service marks of Zoovy include but are not limited to:

1.       Zoovy(TM)
2.       Zoovy Merchant(TM)
3.       Zoovy Developer(TM)
4.       Zoovy FastTrack(TM)
5.       Zoovy Marketplaces(TM)
6.       Powered by Zoovy(TM)
7.       Do you Zoovy?(TM)

         Reseller shall bear all expenses related to the printing of custom
advertising or collateral describing the Services. In no instance shall the
Zoovy name become a generic name or any of the Zoovy products, including,
without limitation, the Services, become a Reseller or generic product, or
reference a grouping of similar products. Reseller shall not rename the
Services. Reseller shall sell the Services only under the Zoovy trademarks.
Reseller shall discharge its responsibilities in a professional manner as
determined by Zoovy in its sole discretion.

         Reseller shall have permission to use the Zoovy logo on its own
advertising, and partner page, provided the Zoovy Logo guidelines are explicitly
adhered to. In the event the guidelines are changed or altered, the Reseller
will have thirty (30) days to have materials become compliant.

         Resellers are encouraged to have all materials approved by Zoovy prior
to production or distribution.

         The Zoovy Logo guidelines, as well as master copies of the Art will be
provided after the execution of this agreement.


<PAGE>

                                    Exhibit C
                                Marketing Program

                  To be developed with First National Data Bank