EXHIBIT 10.9

                             SchoolWeb Systems Inc.
                           280-815 W. Hastings Street
                                Vancouver, BC
                                Canada V6C 1B4

Agreement No:
SchoolWeb Systems Inc.
Reseller AGREEMENT

This Reseller Agreement (the "Agreement") is made and entered
into between Alternet Systems Inc., a Nevada corporation
("SchoolWeb "), and the entity named below (the "Reseller")
effective as of the Effective Date set forth below:

Reseller:                                   Effective Date:
Billing/Notice Address:                     Telephone:

                                            Fax:

                                            Province of Incorporation:

Territory:                                  Initial Term:
Contact Persons:                            Reseller Pricing

Reseller Facility: same as above            As indicated in Exhibit A

The SchoolWeb  products, together with each product's version
number, listed below, constitute Products for purposes of the
Agreement, and all attachments and schedules hereto:

Products:
SchoolWeb Application System
SchoolWeb Server Version 1.1 as per Function Specifications Document

This Cover Page, the attached Reseller Terms and Conditions, and
any duly executed addenda are incorporated into and made a part
of this agreement as of the Effective Date set forth above.
Additional documents, schedules, exhibits, addenda and amendments
may be incorporated and made a part of the Agreement upon the
written consent of the parties.

The parties hereby acknowledge that they have read and understand
this Agreement and all exhibits and addenda hereto, and agree to
all terms and conditions stated herein and attached hereto.

Alternet Systems  Inc.                         RESELLER:
Patrick Fitzsimmons                            Name:
Vice President Sales                           Title:

Reseller TERMS AND CONDITIONS

1.  DEFINITIONS.

     a.  "Addendum" means any addendum to this Agreement that
either amends any of the terms of the Cover Page or identifies
additional Products to be covered by this Agreement, provided
that both SchoolWeb  and Reseller execute such addendum.

     b.  "Reseller Discount" means the applicable percentage
discount from the List Price set forth on the Cover Page hereto.
SchoolWeb  shall have the right to modify the Reseller Discount
for any or all Products upon written notice to Reseller given no
later than ninety (90) days prior to the beginning of any Renewal Term.

     c.  "Reseller Server" means a computer server owned or
leased exclusively by Reseller, which is operated exclusively by
Reseller or its agents at its Facility listed on the Cover Page
or of which Reseller has informed SchoolWeb  in writing.

     d.  "Documentation" means the End User Software
documentation provided by SchoolWeb  for distribution by Reseller
to End Users under this Agreement.

     e.  "End User" means a person or entity to whom Reseller
distributes a copy of the Software and Documentation for private
use, as opposed to redistribution, and who has agreed to be bound
by all the terms of the Software License Agreement.

     f.  "Intellectual Property" means patents, copyrights,
trademarks, trade secrets or other intellectual and intangible
property rights, including registrations and applications
therefore, and all continuations, continuations in part,
divisional applications, and renewals of any of the foregoing.

     g.  "Key" means the electronic code necessary to enable
locked Software to be used are accessed by the Maximum Number of
Concurrent Users of an End User.

     h.  "List Price" means, with respect to a Product,
SchoolWeb 's standard list price for the Product in the
Territory, as it may be revised by SchoolWeb  from time to time.
 A revised List Price shall become effective, for purposes of
this Agreement, thirty (30) days after SchoolWeb  publishes such
a List Price or otherwise provides such revised List Price to Reseller.

     i.  "Maximum Number of Concurrent Users" means, for each
Product, the maximum number of Authorized Users (as that term is
defined in the Software License Agreement) licensed to access
Software, or those portions of the Software designated to operate
on server computers, simultaneously.

     j.  "Products" means executable object code for the
SchoolWeb  software products identified in the Cover Page
attached hereto or any Addendum.

     k.  "Proprietary Information" means information concerning
a party's inventions, confidential know-how and trade secrets
(including methods or concepts utilized therein), software,
customers, distribution and business.  The Keys are expressly
agreed to constitute Proprietary Information of SchoolWeb .

     l.  "Software License Agreement" means SchoolWeb 's form of
End User license agreement which governs the use of the Software
by the End User (as such form may be modified by SchoolWeb  from
time to time), to which each End User of the Products must be
bound; a copy of such form signed by the End User must be
received by SchoolWeb  before Reseller may release the Key to the End User.

     m.  "Territory" means the geographic or other market
coverage areas identified on the Cover Page hereto.

     n.  "Update" means any change to the Products or
Documentation provided by SchoolWeb  to Reseller following
Reseller's initial receipt of the particular Product or Documentation.

2.  LICENSE AND DISTRIBUTION

     a.  Rights Granted to Reseller.  Subject to Reseller's
compliance with terms and conditions set forth in this Agreement,
SchoolWeb  grants Reseller, and Reseller accepts, during the term
of this Agreement, a non-transferable, non-exclusive license and
right (i) to reproduce and store one or more copies of the
Software and Documentation on the Reseller Servers for the
purpose of distribution to End Users or for demonstration to End
User; (ii) to distribute the Products and Documentation to End
Users in the Territory, either electronically from the Reseller
Server(s) or by other means authorized in writing by SchoolWeb ,
and to provide such End Users with necessary Key(s) once provided
to Reseller by SchoolWeb ; and (iii) to demonstrate, market and
promote the Software to End Users, subject to the restrictions of
this Agreement.

     b.  Disclosure of Software Keys to Reseller.  The Key
necessary to unlock a particular Product will be disclosed by
SchoolWeb  only upon SchoolWeb 's receipt of:

          (i)  written documentation in a form acceptable to
SchoolWeb  ("Key Purchase Order"), which will expressly reference
this Agreement and contain the following information: (1) name
and address of End User; (2) description of the Products to be
purchased; (3) the Maximum Number of Concurrent Users licensed to
use each Product; and (4) confirmation of Purchase Price to be
paid to SchoolWeb  by Reseller for each Product; and

          (ii)  a Software License Agreement covering the Products
and listing the Maximum Number of Concurrent Users for each, such
Software License Agreement duly executed by the End User.

     All Key Purchase Orders issued by Reseller will be governed
exclusively by terms and conditions of this Agreement,
notwithstanding any preprinted terms and conditions contained on
any Reseller Key Purchase Orders.

     c.  Distribution Updates.  Reseller shall be responsible
for distributing, at Reseller's expense, all Updates in
accordance with SchoolWeb 's instructions.

     d.  Restrictions.  Reseller shall not use, modify,
supplement, enhance or bundle the Software, and shall distribute
the Software solely in the form in which it was provided to
Reseller by SchoolWeb .  Reseller shall not have the right to
sublicense the Software or Documentation, and Reseller shall
ensure that all End Users execute the then-current Software
License Agreement with SchoolWeb  before they are permitted to
use or access the Software.  Reseller shall not have the right to
subcontract its rights hereunder, nor to distribute the Software
or Documentation indirectly trough agents, resellers or sub-Resellers.

     e.  Reverse Engineering.  Reseller agrees not to: (i)
disassemble, decompile or otherwise reverse engineer the Software
or otherwise attempt to learn the source code, structure,
algorithms or ideas underlying the Software; (ii) customize,
modify, enhance or otherwise change the Software or
Documentation; (iii) take any action contrary to SchoolWeb 's
Software License Agreement except as expressly allowed under this Agreement.

     f.  Intellectual Property.

          (i)  Ownership.  Reseller agrees and acknowledges that
SchoolWeb  and its suppliers are the owners of all right, title
and interest in and to the Software, Documentation and all
Intellectual Property therein, and that Reseller shall not obtain
or claim any ownership interest in the Software or Documentation,
or any portion thereof, or any Intellectual Property therein.

          (ii)  Proprietary Notices.  Reseller shall not obscure,
alter or remove any patent, copyright, trademark, service mark or
other proprietary rights symbol or notice contained or displayed
in or on the Software or Documentation.  Reseller shall
reproduce, on every copy of the Software and Documentation made
by or for it, all patent, copyright, trademark, service mark or
other markings or legends contained therein of thereon.

          (iii)  Prohibitions.  Reseller shall not register
any of SchoolWeb 's trademarks, logos, domain names or brands, or
substantially or confusingly similar trademarks, logos, domain
names or brands, anywhere in the world.

     g.  No Other Rights.  Except as stated in Section 2,
Reseller shall make no other utilization of the Software and
Documentation, or use the Software and Documentation for the
benefit of any other person or entity, or permit any third party
to make such utilization, and Reseller shall have no other rights
or licenses with respect to the Software and Documentation
(including rights under any patents or other Intellectual
Property of SchoolWeb ).

3.  OTHER OBLIGATION OF RESELLER

     a.  Distribution Quality.  Reseller agrees that it shall
distribute the Software and Documentation to End Users in a
rapid, secure and reliable electronic manner, which provides the
End User with an uncorrupted, complete copy of the Software and
Documentation.  Reseller shall be fully liable to End Users for
all transmission errors and other defects in the Software
introduced following SchoolWeb 's delivery to Reseller, and shall
indemnify, defend and hold SchoolWeb  harmless against any End
User claims, injuries, damages and settlements relating thereto.

     b.  Security.  Reseller shall use its best efforts to
ensure that any network, server, storage device or other medium
on which the Software or Documentation is stored is secure from
unauthorized intrusion or tampering, and that no unauthorized
third parties have access to, or the ability to use or download
the Software or Documentation.  Reseller shall notify SchoolWeb
immediately in the vent of any actual or suspected unauthorized
access to, use of or tampering with the Software or Documentation.

     c.  Promotion.  Subject to the rights and restrictions set
forth in this Agreement, Reseller shall use its best efforts in
the Territory during the term of this Agreement to (i) actively
market, promote and distribute Products; (ii) make Product
demonstrations that showcase the features of the Products; (iii)
establish and maintain appropriate marketing and distribution
facilities and personnel within its organization to create and
meet the demand for Products among End Users in the Territory;
(iv) promote the goodwill, name and reputation of SchoolWeb  and
the Products; and (v) represent Products accurately and fairly
and at all times avoid misleading or unethical business
practices.  Reseller shall make no claim or representation
relating to the performance or functionality of the Software
other than as expressly set forth by SchoolWeb  in the
Documentation or other written material or SchoolWeb  intended
for public distribution.  Reseller shall also distribute the
following materials to all of its locations in the Territory: (i)
all marketing and technical brochures provided by SchoolWeb ; and
(ii) educational material, whether provided by SchoolWeb  or
developed by Reseller, for training Reseller's sales personnel.

     d.  Reseller Internal Training.  Reseller shall train a
sufficient number of sales personnel in the features and
functions of the Products as may be required for Reseller to
satisfy its obligations under this Agreement in a professional
and competent manner.

4.  OBLIGATIONS OF SCHOOLWEB

     a.  Initial Deliverables.  SchoolWeb  will provide a
warranty to the End Users of the Software as set forth in the
Software License Agreement.  Reseller is not authorized to make
any other warranties on SchoolWeb 's behalf.

6.  PAYMENTS

     a.  Purchase Price.  Reseller will pay SchoolWeb  an amount
for each Key distributed, delivered or made accessible to an End
User by Reseller equal to the List Price less the applicable
Reseller Discount (the "Purchase Price").  Payments shall be
payable upon receipt of an invoice or no later than thirty (30)
days following Reseller's receipt of an invoice from SchoolWeb
depending on invoice terms.  All Products ordered by Reseller
after the effective date of any List Price change will be subject
to the price in effect at the time of order.

     b.  End User License Fees.  Notwithstanding SchoolWeb 's
publication of the List Prices, Reseller shall be free, in its
absolute discretion, to set the license fee, if any, it charges
to End Users for Software.

     c.  Payments Net.  All payments, fees and other charges
payable by Reseller to SchoolWeb  under this Agreement are
exclusive of all federal, state, local and foreign taxes, levies
and assessments.  Reseller agrees to bear and be responsible for
the payment of all such taxes, levies and assessments imposed on
Reseller of SchoolWeb  arising out of this Agreement, excluding
any tax based on SchoolWeb 's net income.  The Fees shall be
grossed-up for any non-refundable withholding tax imposed on such
Fees by a foreign governmental entity.  Reseller shall obtain and
provide to SchoolWeb  any certificate of exemption or similar
document required to exempt any transaction under this Agreement
from sales tax, use tax or other tax liability.

     d.  Payment Terms.  All payments shall be made in US
Dollars.  If any payment or any other sum due from Reseller under
this Agreement should become past due, SchoolWeb  may charge
Reseller a late payment charge of the lesser of (i) one and one-
half (1.5) percent per month and (ii) the legal maximum as may be
permitted by law on the past due balance.  SchoolWeb  shall also
be entitled to receive all costs and expenses incident to the
collection of overdue amounts hereunder, including but not
limited to attorneys' fees.

     e.  Changes in Price.  SchoolWeb  may at any time change
the List Price of the Software.  If SchoolWeb  changes the price
of the Software, SchoolWeb  agrees to notify Reseller of such a
change at least five (5) days in advance of its effectiveness.

     f.  Books and Records.  During the term of this Agreement
and for a period of three (3) years thereafter, Reseller agrees
to maintain adequate books and records ("Records") relating to
the distribution of Software and Documentation to End Users.

     g.  Audit Rights.  SchoolWeb  shall have the right upon
reasonable notice and during regular business hours, itself
and/or through one or more legal, accounting or technical
auditors, to inspect the facilities, computers, products and
Records of Reseller to verify Reseller's compliance with the
terms and conditions of this Agreement, subject to the terms set
out in Section 9 Proprietary Information, including but not
limited to compliance with the restrictions of the Licenses and
the proper payment of Purchase Prices.  Reseller shall comply
with all reasonable requests made in such inspection, including
by making its personnel available to answer questions and
providing copies of the relevant Records.  SchoolWeb  shall have
the right to conduct such an audit upon ten (10) days advance
notice, no more than once during any 12-month period (unless a
previous audit has identified an underpayment, in which case
audits may be performed as frequently as reasonable requested by
SchoolWeb ).  The expense of such audit shall be borne by
SchoolWeb  unless such audit reveals a material breach of one or
more of provisions of this Agreement (including an underpayment
of Purchase Price by more then five (5) percent during any
quarter, in which case in addition to all other remedies that may
be available to SchoolWeb  hereunder, Reseller shall pay all
costs and expenses of such audit (including fees and expenses of
third party auditors and related counsel fees)).  Payment of any
amount determined to be due as a result of such audit shall be
made within thirty (30) days of receipt of SchoolWeb 's invoice
therefore, together with interest at the rate of one and one-half
(1.5) percent per month (or the highest rate permitted by law, if
lower) from the date payment was due until the date paid.

7.  LIMITATIONS OF LIABILITY; REMEDIES

     a.  THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO RESELLER
HEREUNDER "AS IS".  SCHOOLWEB  DISCLAIMS ALL WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE AND
DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTIBILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR
PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE
PRACTICE.  SCHOOLWEB  SPECIFICALLY DISCLAIMS ANY WARRANTY THAT
THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.

     b.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, LOSS
OF USE OF EQUIPMENT OR LOST CONTRACTS OR FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE USE
OF PERFORMANCE OF THE PRODUCTS OR DOCUMENTATION OR RELATING TO
THIS AGREEMENT, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN MADE
AWARE OF THE POSSIBILITIY OF SUCH DAMAGES.  THIS LIMITATION DOES
NOT APPLY TO THE DAMAGES ARISING FROM RESELLER'S BREACH OF SECTION 2.

     c.  SCHOOLWEB 'S ENTIRE LIABILITY TO RESELLER, REGARDLESS
OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY
(INCLUDING CONTRACT, TORT, OR WARRANTY), SHALL BE LIMITED TO THE
TOTAL AMOUTS ACTUALLY PAID BY RESELLER TO SCHOOLWEB  DURING THE
PRECEDING 12-MONTH PERIOD.

     d.  Acknowledgment.  Reseller acknowledges and agrees that
the Reseller Discount has been set based on the application of
the limitation described in Sections 7(a), 7(b) and 7(c) above
and that absent from such limitation, the Reseller Discount would
be significantly higher.

     e.  Relief.  Reseller acknowledges that the Software
constitutes the valuable property of SchoolWeb , and that nay
violation of the provisions of Section 2, 3 or 9 of this
Agreement is likely to cause SchoolWeb  irreparable harm, which
is not remediable by payment of monetary damages.  Therefore,
Reseller agrees that SchoolWeb  shall be entitled to injunctive
and/or other equitable relief, in addition to other remedies
afforded by law, to prevent any such violation from occurring.

8.  INDEMINIFICATION

     a.  Indemnity.  SchoolWeb  shall indemnify Reseller against
any damages, settlements, costs and expenses (including
reasonable attorney's fees) awarded against Reseller and shall
defend Reseller in any suit, claim, or proceeding arising from a
claim that use by the Reseller of the Software or Documentation
infringes or violates any currently existing Canada patent,
copyright, trademark or trade secret; provided, however, that
Reseller (i) promptly notifies SchoolWeb  in writing of such
suite, claim, or proceeding; (ii) gives SchoolWeb  reasonable
information, assistance, and cooperation required to defend such
suit, claim, or proceeding; and (iii) allows SchoolWeb  to
control the defense of any such action and all negotiations for
its settlement or compromise.  Reseller may be represented in the
defense of any such claim at Reseller's expense, by counsel of
Reseller's selection.  SchoolWeb  shall have no liability for
settlements or costs incurred without its consent.

     b.  Injunctive Relief.  In the event that an injunctive
restraint is obtained against Reseller's use of the Software or
Documentation by reason of infringement or violation of any
Canada patent, copyright, trade secret or trademark, or if in
SchoolWeb 's opinion that Software or Documentation is likely to
become the subject of such an injunction, SchoolWeb  shall have
the right, but not the obligation, to (i) procure for Reseller
the right to continue to use the Software or Documentation as
provided in this Agreement; (ii) replace or modify the Software
or Documentation so that it becomes non-infringing (so long as
the functionality or the Software or Documentation is essentially
unchanged); or (iii) if the preceding clauses (i) and (ii) are
not reasonably practicable, terminate this Agreement and the
License with respect to such infringing Software.

     c.  Exceptions.  The provisions of Sections 8(a) and 8(b)
notwithstanding, SchoolWeb  shall not have liability to Reseller,
and Reseller shall indemnify SchoolWeb, to the extent that any
claim is based upon (i) use of the Software or Documentation in
conjunction with nay data, equipment or software not provided by
SchoolWeb , where the Software or Documentation would not itself
be infringing or otherwise the subject of the claim; (ii) use of
the Software in a manner not described in the Documentation;
(iii) any modification to the Software or Documentation not made
by SchoolWeb ; (iv) use of the Software or Documentation in any
unlawful, improper or inappropriate manner or for any unlawful,
improper or inappropriate purpose; or (v) any claim of
infringement of any patent or copyright or misappropriation of
any trade secret in which Reseller or any affiliate of Reseller
has a pecuniary or other material interest.

     d.  Reseller Indemnity.  Reseller shall indemnify and hold
SchoolWeb  harmless against any damages, settlements, costs and
expenses (including reasonable attorney's fees) arising from (i)
any third party claim, including claims made by End Users,
arising from the distribution, marketing or use of the Products,
other than claims for which SchoolWeb  indemnifies Reseller
pursuant to Section 8(a) above and (ii) any of the claims
described in Section 8(c) above.  If notified promptly in writing
of any third party action (and all prior related claims) brought
against SchoolWeb  based on a claim described in the previous
sentence, Reseller shall defend against such action at its
expense and pay all costs and damages finally awarded in such
action or of any such action and all negotiations for its
settlement or compromise.  SchoolWeb  shall reasonable cooperate
with Reseller in the defense of such claim, and may be
represented, at SchoolWeb 's expense, by counsel of SchoolWeb 's
selection.  SchoolWeb  shall have no liability for settlements or
costs incurred without its consent.

     e.  Exclusive Remedy.  The indemnification remedies set
forth in this Section 8 shall constitute the exclusive remedies
of Reseller, and the exclusive liability of SchoolWeb , with
respect to the claims described in this Section 8.

9.  PROPRIETARY INFORMATION

     a.  Generally.  Each party shall hold the Proprietary
Information of the other party secret, and shall protect and
preserve the confidential nature and secrecy of such Proprietary
Information.  All Proprietary Information shall be held in
confidence by the party receiving such Proprietary Information
(the "Receiving Party") following the date of disclosure and
shall be used only as necessary in connection with the
performance of its obligations under this Agreement only as
necessary in connection with the performance of its obligation
under this Agreement.  Employees of the Receiving Party shall be
bound in writing to maintain the confidentiality of such
Proprietary Information to at least the extent provided in this
Section 9.  The Receivng Party shall maintain all Proprietary
Information in secure premises, and the Receiving Party shall
take all appropriate measures to prevent the unauthorized
disclosure thereof.  Neither party shall at any time during or
after the term of this Agreement, without the other party's prior
written consent:

          (i)  disclose or communicate to any third party all or
any of the other party's Proprietary Information except as
permitted by this Agreement;

          (ii)  make, or assist any person to make, any use of the
other party's Proprietary Information not authorized by this
Agreement, and shall use its best efforts to ensure that any
employee or other person who acquires the other party's
Proprietary Information shall not make any unauthorized use thereof.

     b.  Exceptions.  Proprietary Information shall not include
any information to the extent it (i) is or becomes a part of the
public domain through no act or omission on the part of the
receiving party; (ii) is disclosed to the receiving party by a
third party having no obligation of confidentiality with respect
hereto; (iii) is released from confidential treatment by written
consent of the disclosing party; or (iv) is required to be
disclosed by law or order of a court or governmental agency (such
disclosure to be made only after consultation with the party
disclosing such Proprietary Information).

     c.  Ownership.  All Proprietary Information of a party
shall remain the exclusive property of such party, and no right,
title or interest in such information shall be conveyed to the
other party by release of such information to it.  Each party
receiving such information agrees to reasonable determination by
the other party that the receiving party no longer has a need for
such information.  Each party agrees to notify the other party is
it becomes aware of any use of the information that is not
authorized by this Agreement.

10.  TERM AND TERMINATION

     a.  Term.  Subject to earlier termination as described in
Section 10(b), and unless otherwise agreed in writing by the
parties, this Agreement shall have an initial term of one year
(the "Initial Term") commencing on the Effective Date and ending
on the first anniversary of the Effective Date, unless a
different Initial Term is otherwise specified on the Cover Page.
Thereafter, this Agreement shall automatically renew for
successive renewal terms of one 91) year each ("Renewal Terms").

     b.  Termination.  Either party may terminate this
Agreement, for any or no reason, upon thirty (30) days' prior
written notice to the other party.

     c.  Effects of Termination.  Upon termination of this
Agreement for any reason, all rights and obligations of the
parties shall immediately terminate, and Reseller agrees (i) to
cease use, copying and distribution of the Software and
Documentation immediately; (ii) to destroy all copies of the
Software and Documentation which it has made, or which are
otherwise in its possession or control; (iii) to return to
SchoolWeb  any advertising and other materials furnished to it by
SchoolWeb ; (iv) to remove and not thereafter use any signs
containing the name or trademarks of SchoolWeb ; and (v) to
destroy all of its advertising matter and other preprinted matter
remaining in its possession or under its control containing the
word "SchoolWeb " and related SchoolWeb  trade names or
trademarks.  Reseller agrees to remit all fees due to SchoolWeb
within thirty (30) days of such termination.  Notwithstanding the
foregoing, the provision of Sections 2(e), 3(e), 3(f), 3(g),
6(a), 6(c), 6(d), 7, 8, 9, 10(c), 11(g) and 11(i) of this
Agreement shall survive its termination in accordance with their terms.

     Termination shall be in addition to, and shall not
prejudice, any of the parties' remedies at law or in equity.

     d.  No Compensation.  Reseller agrees that neither it nor
its employees shall be entitled to any compensation or severance
payment resulting from the fact of the termination of this
Agreement or relating to any goodwill created by Reseller, and
whether relating to loss of prospective sales, investments,
compensation or goodwill.  Reseller, for itself and on behalf of
its employees, hereby waives any right it may have under any
applicable laws with respect to any such payments, including but
not limited to applicable termination, labour, social security or
other similar laws or regulations.

11.  GENERAL PROVISIONS

     a.  Relationship of the Parties.  Each party is acting as
an independent contractor and not as an agent, partner, or joint
venture, franchisee or franchisor, with the other party for any
purpose.  In particular, the parties expressly agree that no
franchise relationship exists between them, and that the
bargained for provisions of this Agreement shall govern their
relationship and the termination thereof, notwithstanding the
application of any rule or law relating to franchises.  Reseller
expressly waives the benefit of all such rules and laws.  Except
as provided in this Agreement, neither party shall have the
right, power, or authority to act or to create any obligation,
express or implied, on behalf of other.

     b.  Publicity.  Reseller shall not issue any press release
or other similar publicity of any nature regarding this Agreement
or its relationship with SchoolWeb  without the prior written
approval of SchoolWeb .  This Agreement does not grant either
party the right to use any trademark, trade name or logo of the
other party in any advertising or promotional material, except
that SchoolWeb  may disclose that Reseller is a Reseller of the Products.

     c.  Compliance With Laws.  Reseller covenants that all of
its activities under or pursuant to this Agreement shall company
with all applicable laws, rules and regulations.

     d.  Entire Agreement.  This Agreement (including its
addenda) constitutes the entire agreement between SchoolWeb  and
Reseller with respect to the distribution and promotion of the
Software and Documentation, and hereby supersedes and terminates
any prior agreements or understandings, oral or written, relating
to such subject matter.  No addendum, waiver, consent,
modification, amendment or change of the terms of this Agreement
shall bind either party unless in writing and signed by duly
authorized officers of SchoolWeb  and Reseller.

     e.  Severability.  In the event that any provision of this
Agreement is held by a court of competent jurisdiction to be
unenforceable because it is invalid or in conflict with any law
of any relevant jurisdiction, the validity of the remaining
provisions shall not be affected, and the rights and obligations
of the parties shall be construed and enforced as if the
Agreement did not contain the particular provisions held to be
enforceable, unless such construction would materially alter the
meaning of this Agreement.

     f.  Assignments.  Neither this Agreement nor any right,
obligations or licenses granted hereunder may be assigned or
delegated by Reseller either voluntarily or by operation of law,
to any other person, persons, firms, or corporation without the
prior written consent of SchoolWeb .  For purposes of this
Section, a merger, acquisition or change of control of Reseller
shall be deemed to be an assignment.  This Agreement shall insure
to the benefit of the parties and their permitted successors and
assigns.  SchoolWeb  may assign this Agreement without the
consent of Reseller.

     g.  Notices.  Any notice by a party under this Agreement
shall be in writing and either personally delivered, delivered by
facsimile or sent via reputable overnight courier (such as
Federal Express) or certified mail, postage prepaid and return
receipt requested, addressed to the other party at the address
specified on the Cover Page or such other address of which either
party may from time to time notify the other in accordance with
this Section 11(e).  All notices shall be in English and shall be
deemed effective on the date of personal delivery, upon
confirmation of a facsimile transmission, one day after deposit
with an overnight courier, or five days after deposit in the mail.

     h.  Export.  Reseller shall comply with all applicable
export laws and regulations of all jurisdictions with respect to
the Products and obtain, at its own expense, any required permits
or export clearances, copies of which Reseller shall provide to
SchoolWeb  prior to such export.

     i.  Governing Law and Jurisdiction.  The validity,
construction and interpretation of this Agreement, and the rights
and duties of the parties, shall be governed by and construed in
accordance with the laws of the Province of British Columbia,
excluding its choice of law rules, and excluding any application
of the United Nations Convention on Contracts for the
International Sale of Goods.  The parties hereto consent to the
jurisdiction of the provincial and federal courts of Canada
located in British Columbia in connection with any controversy
arising out of the operation of this Agreement and agree not to
bring any action in any other jurisdiction.

     j.  No Waiver.  The waiver by either party of a breach of a
default of any provision of this Agreement by the other party
shall not be construed as a waiver of any succeeding breach of
the same or any other provision, nor shall any delay or omission
on the part of either party to exercise or avail itself of any
right, power or privilege that it has, or may have thereunder,
operate as a waiver of any right, power or privilege by such party.

     k.  Section Headings.  Captions and section headings hereof
are for reference purposes only and shall not control or alter
the meaning of this Agreement as set forth in the text.

     l.  Certification.  SchoolWeb  shall give the Reseller
written notice if SchoolWeb  reasonable deems itself insecure
with respect to Reseller's compliance with the protections of
Sections 2 or 9.  Reseller shall then, within ten (10) days of
the notice, either certify in writing by a duly authorized
representative that it has complied with the terms of those
Sections, or give SchoolWeb  access to its facilities in a manner
that is sufficient to enable SchoolWeb  to verify compliance.

     m.  Force Majeure.  Neither party shall be liable in any
respect for failures to perform hereunder due wholly or
substantially to the elements, acts of God, labour disputes, acts
of terrorism, acts of civil or military authority, fires, floods,
epidemics, quarantine restrictions, armed hostilities, riots, or
other unavoidable natural disasters beyond the control of the
parties and the time for performance of obligations hereunder by
the party subject to such event shall be extended for the
duration of such event.

Exhibit A Reseller Pricing


Reseller will receive twenty percent of  Net value of
"SchoolWeb" License Fees as specified by the the End User sales
agreement.  Reseller will receive fifty percent net proceeds of
third party devices included with the SchoolWeb Server.