Exhibit 10.3
Form 10-KSB
Virtualmoney, Inc.
File No. 000-31009

                      TERMS AND CONDITIONS

THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS ON WHICH
VIRTUALMONEY, INC. ("Virtualmoney") OFFERS YOU PRODUCTS AND
SERVICES. THIS AGREEMENT AFFECTS YOUR RIGHTS AND YOU SHOULD READ
IT CAREFULLY. BY CLICKING "I AGREE," YOU ACCEPT THE TERMS AND
CONDITIONS SET FORTH BELOW.

We may amend (add to, delete, or change) these Terms and
Conditions at any time by posting the amended terms on our web
site. All amended terms shall automatically be effective upon
posting on our web site. Your continued use of this web site or
our services after such notice will be evidence of your agreement
to the changes. Thus, you should visit this page periodically.
These Terms and Conditions were last revised on ___________ 2001.

Eligibility. Our services are available only to individuals and
companies who can form legally binding contracts under applicable
law. Without limiting the foregoing, our services are not
available to individuals under the age of 18, non-U.S. residents
or where not permitted by law. If you do not qualify, please do
not use our services. Further, we may temporarily or
indefinitely, at our discretion, refuse services to certain
individuals or companies.

In order to use our services and products, you must have a valid
e-mail address and must be located in the United States.

The services and products described on the web site may not be
available in all geographic areas.

Computer Requirements. To use Virtualmoney's services and to
purchase and transfer Millennium Dollars TM ("MR$") you will need
your own computer and related equipment and a compliant web
browser that supports at least 128 bit encryption ("your
Computer").

You are responsible for the installation, maintenance, and
operation of your Computer. Virtualmoney is not responsible for
any errors or failures from any malfunction of your Computer and
Virtualmoney is not responsible for any computer virus or related
problems that may be associated with the use of your Computer.

Description of Virtualmoney Products and Services. Virtualmoney
has developed a private currency called the Millennium Dollars TM
("MR$"). A Statement of Principles upon which this private
currency is based is contained in The Real Monetary Compact. MR$
can be purchased from Virtualmoney with United States Dollars
("USD"). To obtain MR$ you will need to first create your own
personal profile. This profile will contain your name and e-mail
address, which is used as your unique user name, as well as a
password of your choosing. Virtualmoney will verify your name, e-
mail address and password by emailing you a User ID, which is a
number with 16 digits.

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The first time you enter the system, you
must provide your user name (e-mail address), password and this
User ID, but subsequently you will only need to provide your user
name (e-mail address) and password.

Once you have enrolled with Virtualmoney for its services, the
necessary security devices have been put in place (i.e., User IDs
passwords, access codes, etc.), and you have received approval
from Virtualmoney, you will be able to:

     *    Purchase a private currency, the Millennium Dollars TM
           (MR$), which will be held as a stored value on
           Virtualmoney's database.
     *    Maintain an account - the Gresham Account TM --
           denominated in MR$
     *    Review and download information on the amount of MR$
           that you hold and of
           transactions that you have done using MR$
     *    Use MR$ to purchase goods and services over the
           Internet from others willing to accept MR$ in
           exchange for those goods and services

Purchasing Millennium Dollars TM. To purchase MR$ from
Virtualmoney, you can send USD by ACH transfer, check, money
order, or an acceptable credit card. Virtualmoney will not accept
cash (i.e., paper USD) in payment for the private currency.
Further, Virtualmoney will not accept any form of payment from
outside the United States and its Territories. Once Virtualmoney
has verified the funds, it will set up a MR$ account for you,
denominated in MR$. YOU WILL NOT BE ABLE TO PURCHASE MR$ FOR A
SUM LESS THAN $ 1. 00.

Establishing a Gresham Account TM Virtualmoney will provide a
special account, the Gresham AccountTM, which will hold units of
the private currency. The Gresham Account TM will not hold USD.

Using MR$ to Purchase Goods and Services. Virtualmoney will
maintain a facility, called the TimeSafeTM, on its web site that
will provide for the monetary conversion, accounting and transfer
services necessary to use the private currency over the Internet
to purchase goods and services. TimeSafeTM Will include a secure
database for the purpose of maintaining any and all data related
to the accounts held in Millennium Dollars TM for the benefit of
its users. The TimeSafeTM provides you with a means of sending
(via e-mail over the Internet) your creditors payment in
Millennium Dollars TM If the creditor already has an account with
Virtualmoney, the MR$ will be automatically transferred into the
creditor's account once you send the payment instructions. The
creditor will then have three (3) days time in which to accept or
reject the MR$. If the creditor does not have an account with
Virtualmoney, the email payment will include instructions,
indicating how the recipient creditor can collect the Millennium
Dollars TM

If you send MR$ to a recipient, Virtualmoney will ask you to
provide the recipient's name and email address, and the amount of
MR$ you wish to send (in an amount not less than $1 MR$, but no
more than the amount you have in your account).

Conditions for Use. Virtualmoney reserves the right to limit the
frequency and amount of transfers of MR$ from your Gresham
AccountTM for security reasons.

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Virtualmoney will not take actions based on e-mail requests until
it actually receives the message and has a reasonable opportunity
to act.

Virtualmoney shall have the right to terminate your access to
this system, reject or reverse any transactions you initiate or
suspend, limit or condition your right to send or receive MR$
thereby at any time or for any reason, including, but not limited
to:

*    If you do not have adequate MR$ to complete a transaction,
      or if your Gresham Account has been closed
*    If you have not properly followed software or online
      instructions
*    If you disclose your profile to anyone
*    If you use another individual's profile
*    If you provide Virtualmoney with inaccurate or falsified
      information
*    Tampering, hacking, modifying or otherwise corrupting the
      security or functionality of this system
*    Using MR$ and this system to further (directly or
       indirectly) any unlawful purpose * Suspicious activity
*    Excessive use
*    If you have not given Virtualmoney complete, correct and
      current instructions so that we  can make a transfer or
      complete a transaction
*    If your Computer, the software, the web browser, or ISP was
      not working properly and this  problem should have been
      apparent to you when you attempted to authorize a
      transaction
*    Circumstances beyond Virtualmoney's control.

Virtualmoney is not responsible for determining whether the
amount of MR$ being sent is correct for any underlying
transaction or is actually owed to the recipient. Disputes
between senders and recipients of MR$ via Virtualmoney's system
about amounts owed and similar matters are not the responsibility
of Virtualmoney and you shall hold Virtualmoney harmless for any
loss or expense it incurs as a result thereto or associated
therewith. Virtualmoney makes no guarantees regarding purchases
made when using MR$.

Hours of Operation. You may use Virtualmoney's services 24 hours
a day, seven days a week, except during any special maintenance
periods.

Access Codes, User IDs, Passwords, and Other Security Devices.
Virtualmoney will provide you with a User ID to initiate
transactions and download information. You agree to -keep all
security and access codes, User IDs, personal identification
numbers (PINs), and passwords confidential and prevent
unauthorized access to any NM$ account and to prevent
unauthorized use of these services. You are responsible for any
transactions of MR$, including charges or fees, made by another
person if you provide access codes, User IDs, PINs, or passwords
to another person. You are solely responsible for protecting
against unauthorized access to your MR$ and information through
the use of physical security passwords and other security
procedures. Virtualmoney will be held harmless for acting on any
request received from you using these services.

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To help safeguard PINs and passwords, you should change PINs and
passwords frequently. We recommend that you create a password
that uses both upper and lower case alpha and numeric characters
for purposes of security. Your PINs and passwords should not be
associated with any
commonly known personal identification, such as social security
numbers, addresses, dates of birth, or names of children. For
security purposes, you should memorize PINs and passwords and not
write them down. If you forget a PIN or password, you must
contact us to have a new temporary PIN or password issued. It may
take several days before you receive this new temporary PIN or
password.

Security. You understand the importance of your role in
preventing misuse of this system and the services offered by
Virtualmoney. You agree to protect the confidentiality of your
personal identification information, such as driver's license
numbers and social security numbers. You also understand that
personal identification information by itself, or together with
information related to your Gresham Account TM , may allow
unauthorized entry and access to your Gresham Account TM . Your
access codes, User IDs, passwords, and PINs are intended to
provide security against unauthorized entry and access. Data
transferred via online is encrypted in an effort to provide
transaction security and our system uses identification
technology to verify that the sender and receiver of
transmissions can be appropriately identified by each other.
Notwithstanding our efforts to insure that services and this
system are secure, you acknowledge that the Internet is
inherently insecure and that all data transfers, including e-
mail, occur openly on the Internet and potentially can be
monitored and read by others. Virtualmoney cannot and does not
warrant that all data transfers using these services, or e-mail
transmitted to and from Virtualmoney, will not be monitored or
read by others.

Fees. Fees payable by you for access to and use of this system
shall be at a rate specified by our fee schedule, which may be
amended from time to time. We may change fees at our discretion.
You are responsible for telephone and Internet service fees
incurred in connection with using services provided by
Virtualmoney.

Responsibilities of Users. You are responsible for all
transactions using Virtualmoney's products and services. If you
permit other persons to use these services or security codes, you
are responsible for any transactions those persons authorize. You
should notify us immediately if you believe that your Gresham
Account TM has been accessed without your permission.

Transaction Limits. Virtualmoney may for security reasons, at its
sole discretion, impose transaction limits on some or all users.
We are not liable for refusing to sell you MR$ or refusing to
proceed with or process a transaction requested by you that
exceeds any limits established by us for security reasons.

No Banking or Escrow Services; No Interest on Funds. You
acknowledge that Virtualmoney is not a bank. Any MR$ held by
Virtualmoney for you IS NOT FDIC INSURED OR OTHERWISE GUARANTEED
BY THE U.S. GOVERNMENT. Virtualmoney is not regulated as a bank
and it does not pay interest on any MR$ held by us for you.
Further, any interest earned on balances in Virtualmoney's bank
accounts belong to Virtualmoney. You acknowledge that
Virtualmoney is not an escrow service.

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Millennium Dollars TM Are Not Investments or Securities.
Millennium Dollars TM are intended to serve only as a stable unit
of exchange in commerce and should not be considered an
investment by the purchasers of Millennium Dollars TM Any change
in the value of Millennium Dollars TM relative to U.S. Dollars
will result only from changes in the specified inflation indexes
and such changes may be positive or negative. Holders of
Millenium Dollars Tm will not be entitled to profits, interest,
income or any other return on investment typically associated
with investments. Millenium Dollars Tm are not securities as
defined under the Securities Act of 1933 and holders of Millenium
Dollars Tm will not be entitled to the protections afforded by
such Act.

Disclaimer of Warranty and Limitation of Liability. VIRTUALMONEY
MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, IN CONNECTION WITH THE SERVICES OR PRODUCTS PROVIDED TO
YOU UNDER THIS AGREEMENT. VIRTUALMONEY DOES NOT AND CANNOT
WARRANT THAT THE ONLINE SYSTEM WILL MEET YOUR SPECIFIC
REQUIREMENTS OR OPERATE WITHOUT ERRORS, OR THAT ANY OR ALL ONLINE
SERVICES WILL BE AVAILABLE AND OPERATIONAL AT ALL TIMES. YOU
ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
ONLINE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT, OR OTHERWISE REQUIRED BY LAW, YOU AGREE THAT
VIRTUALMONEY AND VIRTUALMONEY'S OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS OR CONTRACTORS ARE NOT LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER OR BY REASON
OF ANY SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT OR BY
REASON OF YOUR USE OF OR ACCESS TO ONLINE SERVICES, INCLUDING
LOSS OF PROFITS, LOST SAVINGS, REVENUE, DATA OR USE BY YOU OR ANY
THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON
A WARRANTY. FURTHER, IN NO EVENT SHALL THE LIABILITY OF
VIRTUALMONEY AND ITS AFFILIATES EXCEED THE AMOUNTS PAID BY YOU
FOR SERVICES PROVIDED TO YOU.

Use of Web Site. Copyright in the pages, screens, text and images
appearing on the Virtualmoney web site are owned by Virtualmoney,
Inc. or third parties as indicated. You may copy from the
Virtualmoney web site for your personal or educational use only;
provided, that each copy includes any copyright, trademark or
service mark notice or attribution as they appear on the pages
copied. The information and materials may not otherwise be copied
displayed, distributed, downloaded, licensed, modified,
published, reposted, reproduced, reused, sold, transmitted or
used to create a derivative work or otherwise for public or
commercial purposes, except as provided in this Agreement,
without the express written permission of Virtualmoney, Inc.

Virtualmoney may change, suspend or discontinue any aspect of the
web site at any time, including the availability of any web site
feature, database, or content. Virtualmoney may also impose
limits on certain features and services or restrict your access
to parts or all of the web site without notice or liability.

You represent, warrant and covenant that (a) you shall not
upload, post or transmit to or distribute or otherwise publish
through the web site any materials which (i) restrict or inhibit
any other user from using and enjoying the web site; (ii) are
unlawful, threatening, abusive, libelous, defamatory,

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obscene,
vulgar, offensive, pornographic, profane, sexually explicit or
indecent, (iii) constitute or encourage conduct that would
constitute a criminal offense, give rise to civil liability or
otherwise violate law, (iv) violate, plagiarize or infringe the
rights of third parties including, without limitation, copyright,
trademark, patent, rights of privacy or publicity or any other
proprietary right, (v) contain a virus or other harmful
component, (vi) contain any information software or other
material of a commercial nature, (vii) contain advertising of any
kind, or (vii) constitute or contain false or misleading
indications of origin or statements of fact; and (b) that you are
at least (18 ) years old.

You hereby agree to indemnify, defend and hold Virtualmoney, and
all its officers, directors, owners, agents, employees,
information providers, affiliates, licensors and licensees
(collectively, the "Indemnified Parties") harmless from and
against any and all liability and costs incurred by the
Indemnified Parties in connection with any claim arising out of
any breach by you of the Agreement or the foregoing
representations, warranties and covenants, including, without
limitation, attorneys fees and costs. You shall cooperate as
fully as reasonably required in the defense of any claim.
Virtualmoney reserves the right, at its own expense, to assume
the exclusive defense and control of any matter otherwise subject
to indemnification by you and you shall not in any event settle
any matter without the written consent of Virtualmoney.

We will use our best efforts to include accurate and up-to-date
information on the web site, but we make no warranties or
representations as to the accuracy of the information. You agree
that all access and use of the web site and its contents is at
your own risk. By using the web site, you acknowledge that we
specifically disclaim any liability (whether based in contact,
tort, strict liability or otherwise) for any direct, indirect,
incidental, consequential, or special damages arising out of or
in any way connected with your access to or use of the web site
(even if we have been advised of the possibility of such
damages), including liability associated with any viruses which
may affect your computer.

Virtualmoney does not and cannot review all materials posted to
the Virtualmoney web site by users, and Virtualmoney is not
responsible for any such materials posted by users. However,
Virtualmoney reserves the right at all times to disclose any
information as necessary to satisfy any law, regulation or
government request, or to edit, refuse to post or to remove any
information or materials, in whole or in part, that in
Virtualmoney's sole discretion are objectionable or in violation
of this Agreement.

VIRTUALMONEY'S WEB SITE, INCLUDING ALL CONTENT, SOFTWARE,
FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR
ACCESSED THROUGH THE WEB SITE IS PROVIDED "AS IS." TO THE FULLEST
EXTENT PERMISSIBLE BY LAW, VIRTUALMONEY AND ITS SUBSIDIARIES AND
AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND
WHATSOEVER FOR THE CONTENT ON THE WEB SITE OR THEIR MATERIALS,
INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON
OR ACCESSED THROUGH THE WEB SITE, FOR ANY PRODUCTS OR SERVICES OR
HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY
ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH
THE WEB SITE OR ANY LINKED WEB SITE. FURTHER, VIRTUALMONEY AND
ITS SUBSIDIARIES AND

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AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VIRTUALMONEY
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEB SITE OR
ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED
OR ERROR FREE, THAT DEFECTS WELL BE CORRECTED, OR THAT THE WEB
SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS. VIRTUALMONEY AND ITS SUBSIDIARIES AND
AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE WEB SITE,
INCLUDING WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS
CONTAINED THEREIN.

By posting messages, uploading files, inputting data or engaging
in any other form of communication (individually or collectively
"Communications") to the web site, you hereby grant to
Virtualmoney a perpetual, worldwide, irrevocable, unrestricted,
non-exclusive, royalty free license to use, copy, license,
sublicense, adapt, distribute, display, publicly perform,
reproduce, transmit, modify, edit and otherwise exploit such
Communications, in all media now known or hereafter developed.
You hereby waive all rights to any claim against Virtualmoney for
any alleged or actual infringements of any proprietary rights,
rights of privacy and publicity, moral rights, and rights of
attribution in connection with such Communications.

Virtualmoney may, in its sole discretion, post the advertisements
or promotional materials of third parties on the web site. Your
correspondence or dealings with the advertisers and merchants are
solely between you and that party. You agree that Virtualmoney
shall not be responsible for any loss or damage of any sort
incurred as a result of any such dealings or, as a result of the
presence of such advertisers or merchants on the web site.
Virtualmoney is not responsible or liable for the statements or
conduct of any third party on the web site, With regard to
services or products purchased or obtained by a user from someone
other than Virtualmoney, we make no representation or warranty of
merchantability or fitness for a particular purpose with regard
to such services or products, and we hereby specifically disclaim
any and all express and implied representations and warranties of
any nature whatsoever as to such services and products.

This web site may be linked to other web sites which are not
under the control of and are not maintained by Virtualmoney.
Virtualmoney is not responsible for the control of those web
sites. Virtualmoney is providing these links to you only as a
convenience, and the inclusion of any link to such web sites does
not imply endorsement by Virtualmoney of those web sites.

No Signature Required. When using this web site and services, you
agree that Virtualmoney may take any action required without your
signature.

Change in Terms. Virtualmoney reserves the right, at its sole
discretion, to change, modify, add or remove any portion of this
Agreement, in whole or in part, at any time. Virtualmoney will
post change in terms on its web site. Your continued use of any
or all of the Virtualmoney services indicates your acceptance of
the change in terms.

Assignment. Virtualmoney may assign its rights and delegate its
duties under this Agreement to a company affiliated with
Virtualmoney or to any other party.

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Termination. Virtualmoney may terminate this Agreement and cancel
services at any time upon giving notice of the termination to the
other party. If you terminate service, you authorize Virtualmoney
to continue making transfers and completing transactions
previously authorized and to continue to charge fees until such
time as Virtualmoney has had a reasonable opportunity to act upon
your termination notice. One Virtualmoney has acted upon your
termination notice, Virtualmoney will make no further transfers
or transactions including transfers or transactions you have
previously authorized. If Virtualmoney terminates your use of
services, Virtualmoney ,reserves the right to make no further
transfers or transactions, including any you have previously
authorized. If the services are terminated by either party,
Virtualmoney is not liable for any losses related to transfers or
transactions not made as a result of termination.

Disclosure of Information and Privacy. Virtualmoney may monitor
your use of this web site. Any general communication or material
you transmit to us via the web site is on a nonconfidential basis
and may be used by us for any purpose within the limits of our
Privacy Policy posted on our web site, including reproduction,
publication and posting.

Notices. All notices and other communications provided for in
this Agreement shall be sent to Virtualmoney at:

     Service@Virtualmoney.com
               or
     Virtualmoney, Inc.
     2325 Sheridan Hills Road
     Wayzata, MN 55391

Governing Law; Jurisdiction. This Agreement shall be construed in
accordance with the laws of the State of Minnesota. You consent
to the jurisdiction of the courts of the State of Minnesota,
waive any argument that such a venue is inconvenient, and agree
to bring any litigation commenced by you in connection with this
Agreement in either the District Court of Hennepin County or the
Federal District Court, District of Minnesota, Fourth Division.

Consent to Electronic Delivery of Notices. You agree that any
notice or other type of communication provided pursuant to the
terms of this Agreement, and any future disclosures required by
law may be made electronically by posting the notice on
Virtualmoney's web site or by e-mail.

Please print a copy of this Agreement and keep a copy for your
records.

[I ACCEPT]     [I DO NOT ACCEPT]


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