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Exhibit 10.15

                           FORM OF MERCHANT AGREEMENT

         THIS AGREEMENT, made the _____ day of _________, 200__ by and between
RETURN ASSURED INCORPORATED., a Nevada corporation with its principal place of
business at 1901 Avenue of the Stars, Suite 1710, Los Angeles, CA 90067 (the
"Company"); and

[Name and Address]

(the "Merchant").

         WHEREAS, the Company is engaged in the business of providing, on a fee
basis to be paid by the merchant, a refund guarantee program to electronic
retail purchasers of goods from subscribing merchants in accordance with each
merchant's refund policy (the "Asure Program"); and

         WHEREAS, the Merchant desires to subscribe to the Asure Program in
order to offer its retail customers the refund guarantee provided for in the
Asure Program, all in accordance with the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein, and for such other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

         1.       Subscription by Merchant to the Asure Program: Subject to the
                  terms and conditions herein, Merchant hereby subscribes to the
                  Asure Program, and the Company hereby agrees to provide the
                  Asure Program to Merchant for the benefit of its Customers who
                  purchase Qualifying Products (as those terms are hereinafter
                  defined) directly from the Merchant.

         2.       The Merchant's Refund, Exchange and Return Policy: The Asure
                  Program shall guarantee the Merchant's performance of its
                  obligations under the Merchant's Refund, Exchange and Return
                  Policy (the "Merchant's Policy") to and for the exclusive
                  benefit of the Customer subject to the terms and conditions
                  hereof. As a condition to any of the Company's obligations
                  under this Agreement, and upon execution of this Agreement,
                  the Merchant shall deliver its written Merchant Policy to the
                  Company for review and filing. In the event the Merchant
                  intends to amend is Merchant Policy at any time during the
                  Term hereof, it shall, within ten (10) business days prior to
                  the effectiveness of such amendment, notify the Company of
                  such


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                  amendment, specifying the details of all such amendments. The
                  Company reserves the right to terminate this Agreement on one
                  (1) day notice to Merchant if, in its sole and absolute
                  discretion, the Merchant's Policy as originally delivered or
                  as amended is unacceptable.

         3.       Nature, Scope and Applicability of the Asure Program: The
                  Company shall, subject to the terms and conditions hereof,
                  provide a guarantee of the Merchant's refund policy to
                  Merchant's Customers who purchase Qualifying Products directly
                  from Merchant during the Term of this Agreement. A Customer is
                  defined as an individual or corporate customer who purchases
                  Qualifying Products at retail. "Qualifying Products" are goods
                  sold or facilitated directly by Merchant to a Customer which
                  (a) have an invoice price (net of taxes, freight, shipping,
                  handling, C.O.D. or other similar charges) of at least US$5.00
                  and up to US$2,000 per item(1); (b) is NOT sold on an "as is",
                  "final sale" or other basis where the customer has no right to
                  refund, exchange, or return; and (c) is NOT, in the sole
                  discretion of the Company, an illegal, contraband, or
                  obscene/offensive item. Services shall NOT be covered by the
                  Asure Program.

         4.       Procedure for Implementing the Asure Program: In order to
                  implement and maintain the Asure Program during the Term
                  hereof, the parties agree as follows:

                           A.       Merchant will prominently display the Asure
                                    Mark (defined as the Company's trademarked
                                    logo, as displayed on Exhibit A hereto,
                                    subject to change by the Company from time
                                    to time) in all of its electronic media
                                    (including but not limited to websites and
                                    long-form television advertisements) in a
                                    manner satisfactory to the Company;

                           B.       Subject to sub-paragraph (c) below, Merchant
                                    shall prominently provide a hypertext link
                                    from its web site to the Company's web site
                                    in a manner acceptable to the Company which
                                    permits users of Merchant's web site to hot
                                    link to the Company's web site (the "Link").
                                    It is Merchant's responsibility and
                                    financial burden to establish and maintain
                                    this hypertext link, including all software,
                                    hardware, and


--------
         (1) Goods with an invoice price of less than $5 or more than $2,000 are
NOT Qualifying Products and therefore NOT covered by the Asure Program.


                                      -2-
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                                    approvals;

                           C.       Merchant's web site must be configured so
                                    that:

                                            i.        the user is required to
                                                      hot link to the Company's
                                                      web site PRIOR to the sale
                                                      from the Merchant to the
                                                      Customer of the Qualifying
                                                      Product being completed;

                                            ii.       the Merchant's Policy and
                                                      a privacy policy in
                                                      accordance with its
                                                      obligations under this
                                                      Agreement is prominently
                                                      displayed prior to
                                                      completing any sale and
                                                      the user is required to
                                                      acknowledge, by way of a
                                                      mouse "click", that it has
                                                      read the Merchant's
                                                      Policy;

                                            iii.      the user receives
                                                      conspicuous notice that
                                                      the Asure Program does NOT
                                                      apply to sales which are
                                                      not effected via the
                                                      Merchant's online website;
                                                      and

                                            iv.       The Company can monitor
                                                      Merchant's web site for
                                                      the purpose of tracking
                                                      the Merchant Information
                                                      (as defined below) through
                                                      direct Internet access.
                                                      This shall be accomplished
                                                      by installing software
                                                      provided to Merchant by
                                                      the Company, but
                                                      maintained and installed
                                                      by Merchant.

         5.       COVENANTS AND ACKNOWLEDGMENTS OF THE MERCHANT.

                           i.       Merchant shall not state or imply that the
                                    Company endorses, warrants, sponsors,
                                    guarantees or otherwise any Qualifying
                                    Product.

                           ii.      Merchant shall not use any promotional or
                                    advertising material for the Asure Program
                                    without the Company's prior written
                                    approval.

                           iii.     Except as otherwise provided herein, the
                                    Company shall not be obligated to provide
                                    any technical, creative, design or
                                    production services or other forms of
                                    support in implementing or administering the
                                    Asure Program.



                                       -3-
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                           iv.      The Company shall have the right, from time
                                    to time, to review and test Merchant's web
                                    site to determine whether it is fully
                                    compatible and compliant with the Asure
                                    Program and this Agreement. Should the
                                    Company, in its sole discretion, determine
                                    that the Merchant must modify any aspect of
                                    its web site in order to comply with the
                                    Asure Program or this Agreement, Merchant
                                    shall immediately comply with such
                                    reasonable directions of the Company.

                           v.       Merchant shall promptly, diligently and
                                    fully perform all if its obligations to
                                    Customers pursuant to the Merchant Policy.

         6.       CONSIDERATION; PRICING; PAYMENT

                  A.       In consideration for the Company's provision of the
                           Asure Program, Merchant shall pay the Company a fee
                           equal to US$0.55 per sale of all Qualified Products
                           during the Term hereof, or during any extension or
                           renewal of same (the "Fee").

                  B.       The Fee shall be payable on all online sales by
                           Merchant, whether they be on Merchant's web site, or
                           a Shopping Hub, which is defined as a hub or online
                           "mall" that subscribes to the Asure Program.

                  C.       The Company will send Merchant an invoice each week
                           for all Fees which are due from sales during the
                           preceding week. Such invoices shall be sent either
                           electronically to Merchant's designated address, or
                           in printed form. Merchant shall pay such invoices
                           within fourteen (14) days after transmission by the
                           Company and payments may be made via bank draft or
                           electronic wire transfer to the Company's wire
                           coordinates which will be supplied upon written
                           request by Merchant for same. Any overdue Fees shall
                           accrue interest at the higher of the highest
                           allowable rate under applicable law, or 18% per
                           annum.

                  D.       In order for the Company to receive the information
                           and data necessary for proper invoicing as set forth
                           above, the Merchant shall cooperate with and take all
                           reasonable steps to establish an electronic payment
                           and data exchange system with the Company so that the
                           Company can electronically monitor all sales of
                           Qualified Products


                                      -4-
<PAGE>


                           to Customers. The failure of Merchant to comply with
                           this paragraph shall constitute a material default
                           hereunder.

                  E.       The Company reserves the right to change the Fees
                           from time to time on at least ten (10) business day
                           notice to Merchant.

                  F.       Merchant shall be solely responsible for all sales,
                           use, transaction, ad valorem, withholding and other
                           taxes, charges, assessments or levies.

         7.       PROCEDURE IN THE EVENT OF CUSTOMER CLAIMS. In the event of the
                  assertion of a Customer request for a refund/exchange pursuant
                  to the Asure Program:

                           A.      Upon receipt by Merchant of any request for a
                                   refund, Merchant shall issue to the Customer
                                   a Return Authorization Number ("RAN") which
                                   shall be provided to the Company within three
                                   (3) business days of issuance together with
                                   all order information, shipment information
                                   and other relevant information and
                                   documentation. The documents must indicate
                                   clearly that the Customer purchase was on
                                   online purchase. Furthermore, the Merchant
                                   shall instruct the Customer in writing to
                                   affix the RAN to the shipping label the
                                   Customer uses to return the Qualified Product
                                   forming the subject of the refund/return
                                   request;

                           B.      Merchant shall then accept and duly and
                                   timely process all returns, exchanges or
                                   refund requests by Customers in accordance
                                   with the Merchant's Return Policy.

                           C.      Merchant acknowledges that the Company may
                                   pursue complaints or claims against Merchant
                                   on behalf of a Customer or in its own name,
                                   regarding Merchant's compliance of the
                                   Merchant's Policy.

                           D.      Merchant hereby authorizes the Company, in
                                   its own name and as agent of Merchant, to
                                   adjust, settle, or compromise any claim or
                                   demand made on the Company by a Customer
                                   under the Asure Program and any such
                                   adjustment, settlement or compromise shall be
                                   binding upon Merchant. Merchant hereby
                                   designates the Company to be its
                                   attorney-in-fact in order to execute and
                                   deliver any



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                                   document or thing necessary to effectuate the
                                   terms of this Section or of this Agreement.
                                   This power of attorney being coupled with an
                                   interest is irrevocable during the Term
                                   hereof.

                           E.      The Company may, in its sole discretion,
                                   dispose of all returned Qualified Products in
                                   one of the following manners: (i) return the
                                   Qualified Products to Merchant at Merchant's
                                   expense; (ii) auction or sell the returned
                                   Qualified Products as the Company deems fit
                                   with the proceeds of such auction/sale being
                                   applied first toward the expenses of such
                                   auction/sale, and then toward satisfying
                                   Merchant's obligations under Paragraph 7
                                   below; or (iii) donate the returned Qualified
                                   Products to charity without compensation.

         8.       MERCHANT'S INDEMNITY OF THE COMPANY FOR CLAIMS. Merchant
                  hereby agrees to indemnify and reimburse the Company upon
                  demand for any and all loss, liability, damage or expense
                  (including but not limited to reasonable attorney's fees and
                  costs, amounts paid as refunds to Customers pursuant to the
                  Asure Program, shipping and handling charges) arising out of
                  the Company's provision of the Asure Program to honor the
                  Merchant's Policy. In addition, Merchant agrees to pay the
                  Company an administrative fee of ten percent (10%) over and
                  above any amounts owed to the Company pursuant to the
                  preceding sentence.

         9.       MERCHANT INFORMATION; AUDIT. Merchant shall keep accurate
                  records and accounts in accordance with generally accepted
                  accounting principles for a period of at least three (3) years
                  after termination or expiration of this Agreement. Merchant
                  shall provide the Company with a statement certified to be
                  true, complete and accurate by an office of Merchant,
                  information regarding its operations and financial condition
                  and sales, return and customer information regarding its
                  Online Sales, including without limitation the following
                  information to be provided at the following intervals (the
                  "Merchant Information"):

                  A.       order number/shipping label bar code - upon dispatch;

                  B.       Online Sales volumes and returns/exchanges related to
                           Online Sales - on a weekly basis;

                  C.       copy (in electronic format) of each Online Sales
                           order



                                      -6-
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                           containing order date, name and address of Retail
                           Customer, item(s) description, item(s) quantity,
                           item(s) price, total order dollar amount and date on
                           which order was fulfilled and the delivery carrier -
                           within one day of processing;

                  D.       all correspondence to and from Online Purchasers
                           regarding returns or exchanges of items purchased in
                           an Online Sales transaction - upon receipt and
                           dispatch;

                  E.       information requested to monitor compliance with
                           Article 4 (Quality Standards) - upon request

                  F.       records of all Online Sales for the immediately
                           preceding three month period - quarterly;

                  G.       exact copies of all federal, provincial and state
                           income and sales tax returns for any period
                           requested;

                  H.       any other information requested.

                  Merchant further agrees that the Company may, upon reasonable
notice, inspect the books and records of Merchant to verify compliance with the
terms of this Agreement and payment of the Fees. In the event any audit reveals
an underpayment of Fees, Merchant shall within ten (10) days, remit to the
Company the amount of such delinquency, together with interest on such amount at
18% per annum from the date the Fees were originally due and the costs of such
audit of the underpayment of Fees exceeds $300.

         10.      REPRESENTATIONS AND WARRANTIES. Each party hereby represents
                  and warrants to the other that:

                           1.      Each has the full corporate power, authority
                                   and right to enter into and perform all of
                                   the terms of this Agreement;

                           2.      The execution and performance of this
                                   Agreement does not and will not violate any
                                   third parties' contractual, intellectual
                                   property or other proprietary rights, or any
                                   judgment, order, decree or law.

                           3.      EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER
                                   PARTY MAKES ANY REPRESENTATION, WARRANTY,
                                   CONDITION OR GUARANTEE AS TO THE
                                   MERCHANTABILITY, FITNESS FOR A PARTICULAR
                                   PURPOSE, MARKETABILITY, SAFETY,



                                      -7-
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                                   RELIABILITY, DESIGN OR OTHER REPRESENTATION,
                                   WARRANTY OR GUARANTEE, IMPLIED OR EXPRESS
                                   WHATSOEVER.

         11.      INTELLECTUAL PROPERTY.

                           1.      Merchant agrees and acknowledges that the
                                   Company is the sole and exclusive owner of
                                   the Asure Program (and the software delivered
                                   pursuant to Paragraph 4), the Asure Mark and
                                   all copyrights, trademarks, service marks,
                                   trade secrets and patents used in connection
                                   therewith. In this regard, Merchants agrees
                                   not to take any action to contest or
                                   challenge the Company's ownership of same, or
                                   its registration of same; nor will Merchant
                                   register or seek to register the Asure Mark
                                   or any mark which is substantially similar in
                                   any jurisdiction in the World. Any and all
                                   use of the Asure Mark by Merchant shall inure
                                   to the sole benefit of the Company.

                           2.      The Company hereby grants Merchant a
                                   non-exclusive license to use on its web site
                                   the Asure Mark for the limited purpose and
                                   Term of this Agreement. Merchant shall not
                                   sublicense the Asure Mark or use it in any
                                   way not contemplated by this Agreement. Any
                                   rights not expressly given to Merchant
                                   hereunder are reserved. The Company reserves
                                   the absolute right to dictate and approve the
                                   nature and character in which the Asure Mark
                                   is being used under this license.

                           3.      All use of the Asure Mark by Merchant shall
                                   be accompanied by trademark notices in form
                                   and substance satisfactory to the Company as
                                   follows: "(R)A Sure Ecommerce, Inc."

         12.      SECURITY; ACCURACY OF DATA; SYSTEMS

                  1.       Merchant shall not employ any device, software or
                           routine that will result in interference with the
                           operation of the Asure Web Site or take any action
                           that imposes unreasonable or disproportionately large
                           load on the Company's system infrastructure. In the
                           event that the Company reasonably believes that
                           software, technology or other technical components of
                           Merchant's Web Site will materially affect the
                           Company or its operations, Merchant



                                      -8-
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                           will work in good faith with the Company to remedy
                           such problem at its own expense.

                  2.       Merchant is solely responsible for the content of the
                           Merchant Information. Merchant acknowledges that the
                           Company shall have no responsibility or liability
                           regarding the contents or accuracy of Merchant
                           Information or any other data provided to it by
                           Merchant. The Company agrees not to manipulate or
                           alter the Merchant Information and to provide
                           reasonable safeguards in accordance with current
                           Internet online industry standards for the protection
                           of Merchant Information while it remains under the
                           control of the Company.

                  3.       The parties shall take reasonable precautions,
                           consistent with current standards in the Internet
                           online industry, to maintain secure Web Sites and
                           prevent the interruption or corruption of data
                           transmitted between them or the introduction of
                           viruses, worms, timebombs, cancelbots, or similar
                           programming routines designed to corrupt, interfere
                           with or intercept any system or data of the other
                           party. Notwithstanding Article 13, the Company does
                           not represent, warrant, covenant or guarantee that
                           the transfer of data between the Company and Merchant
                           cannot be received, intercepted or corrupted by other
                           persons or machines.

                  4.       Merchant shall implement and employ any widely
                           available data encryption tools requested by the
                           Company for use in the transmission of sensitive data
                           over open networks. Such implementation and use shall
                           be at Merchant's sole expense and in accordance with
                           instructions from the Company.

                  5.       Merchant will facilitate periodic reviews of
                           Merchant's Web Site by the Company or its designated
                           contractor to evaluate the security risks of such
                           site. Merchant will promptly remedy any security
                           risks or breaches of security as may be identified by
                           the Company.

         13.      CONFIDENTIALITY; NON-COMPETITION

                  1.       For purposes of this Agreement, the term
                           "Confidential Information" means any material or
                           information that is proprietary to Merchant or the
                           Company or all information of either party designated
                           as confidential, including but not limited to Asure
                           Information, Merchant Information,



                                      -9-
<PAGE>


                           business plans, pricing, sales, marketing, actuarial
                           and other business data, payment terms, manuals,
                           computer software of any type or form together with
                           related documentation and user manuals, intellectual
                           property or information related to intellectual
                           property, information that is marked confidential,
                           secret or proprietary or that has been orally
                           disclosed and reduced to writing and marked as
                           confidential, and any portions of, or materials
                           derived from, Confidential Information. "Confidential
                           Information" does not include information (i) which
                           is in the public domain prior to disclosure to the
                           receiving party; (ii) which the receiving party can
                           demonstrate was in its possession at the time of
                           receipt from the disclosing party; or (iii) lawfully
                           obtained without confidentiality restrictions from a
                           third party who has not breached any confidentiality
                           obligations by making such disclosure.

                  2.       Except as specifically permitted in this Agreement or
                           as required by applicable law, neither party will:
                           (i) disclose any Confidential Information received
                           (directly or indirectly) from the other party to any
                           third party other than its employees, officers,
                           directors, agents, advisors and subcontractors and
                           delivery agents who need to know such information for
                           the purposes of executing its obligations and
                           enforcing its rights under this Agreement; or (ii)
                           use the Confidential Information received from the
                           other party for any purpose other than to execute its
                           obligations and enforce its rights under this
                           Agreement.

                  3.       Each party acknowledges that the Confidential
                           Information of the other represents the product of
                           valuable effort and work, and the breach of any
                           condition of this Article will result in irreparable
                           harm not compensable by damages. Notwithstanding
                           anything herein to the contrary, such breach, or
                           circumstances leading the party who owns or controls
                           Confidential Information ascribed to that party to
                           reasonably anticipate a breach, will entitle the
                           party who owns or controls such Confidential
                           Information to injunctive relief without need for
                           posting a bond or undertaking to pay damages.

                  4.       During the term of this Agreement and for a period of
                           two (2) years thereafter, Merchant shall not,
                           directly or indirectly, either individually or
                           through a corporation or other entity, as principal,
                           agent, shareholder, employee or in any other manner
                           whatsoever, carry on or be engaged in or be concerned
                           with or interested in or advise, lend money to,



                                      -10-
<PAGE>

                           guarantee the debts or obligations of or permit its
                           name to be used or employed by an individual, firm,
                           association, syndicate, corporation or other business
                           enterprise engaged in or concerned with or interested
                           in any business which is similar to or competitive
                           with the Program and carries on business in any
                           jurisdiction in which the Program services are
                           offered to merchants as of the date of termination or
                           expiration of this Agreement.

         14.      INSURANCE

                  1.       Merchant shall maintain insurance, at its own cost
                           with a reputable insurer, either by way of separate
                           insurance policies or by endorsements to its existing
                           policies, for the following types of coverage and
                           providing for the following amounts of coverage: (i)
                           comprehensive general liability with a minimum
                           coverage limit of US$2,000,000; (ii) all risks
                           property insurance with coverage for 100% of
                           Merchant's insurable assets; (iii) cyberliability
                           coverage with a minimum coverage of US$1,000,000;
                           (iv) business interruption insurance with a minimum
                           six month indemnity period;

                  2.       The terms of Merchant's insurance policies shall be
                           satisfactory to the Company, and may not be amended,
                           canceled or allowed to lapse without 30 days prior
                           written consent of the Company.

                  3.       Merchant's comprehensive liability and cyberliability
                           policies provided hereunder shall name the Company as
                           an additional insured with respect to claims arising
                           out of Merchant's operations.

                  4.       Merchant hereby waives any rights of subrogation it
                           has or may have against the Company with respect to
                           any insurance policy or any events or liabilities
                           covered by any insurance policy.

                  5.       Merchant shall provide to the Company, within 10 days
                           after the inception of this contact, a Certificate of
                           Insurance providing evidence that all the Insurance
                           terms, conditions and coverages set forth above are
                           in full force and effect.

         15.      TERM AND TERMINATION

                  1.       Subject to the termination rights set forth herein,
                           this Agreement shall continue in full force and
                           effect for an initial term of two (2) years, and
                           shall be automatically renewed



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                           for successive terms of one year each unless either
                           party, within 45 days prior to the end of the
                           then-current term, notifies the other party in
                           writing that it does not wish to renew this
                           Agreement. If such notice is given, this Agreement
                           shall expire at the end of the then-current term.

                  2.       This Agreement may be terminated in the following
                           manner and under the following conditions by the
                           Company:

                                   1.        At any time on one (1) day notice
                                             in the event the Company
                                             determines, in its sole discretion,
                                             that the Merchant's acts or
                                             omissions in the conduct of its
                                             business or participation in the
                                             Asure Program are detrimental to
                                             the business or reputation or the
                                             Company, could damage or upset the
                                             Company's web site or computer
                                             infrastructure, if Merchant is
                                             wilfully or recklessly not
                                             complying with the Merchant's
                                             Policy, if Merchant becomes
                                             insolvent or bankrupt, if there has
                                             occurred a material adverse change
                                             to Merchant's financial condition,
                                             business operations or
                                             return/exchange rate; or if the
                                             Company is unable to obtain or
                                             continue, surety or indemnity
                                             services from a reputable, solvent
                                             insurance company or similar
                                             institution for its obligations
                                             under this Agreement and the
                                             Program in general.

         C.       Immediately upon termination or expiration of this Agreement,
                  Merchant shall cease use of the Asure Mark and Asure Program
                  in any manner whatsoever and will forthwith remove from
                  Merchant's Web Site and promotional and other materials all
                  references to the Program and all banners, signs, labels and
                  other indicia of its rights to use the Marks or offer the
                  Asure Program and will not display, use or adopt any other
                  word, mark or name confusingly similar thereto. The Company
                  may maintain copies of Merchant Information and other
                  Confidential Information required for archival and record
                  keeping purposes.

         D.       Notwithstanding termination or expiration of this Agreement,
                  the Asure Program, and the parties' refund/exchange
                  obligations and Fee payment obligations hereunder shall
                  continue to apply to Online Sales made prior to the date of
                  termination or expiration ("Pre-termination Sales"). The
                  Company will have no liability to Consumers or Merchant with
                  respect to Online Sales made after the date of termination or
                  expiration.




                                      -12-
<PAGE>


         16.      DISPUTE RESOLUTION

         Any legal or equitable action to enforce any of the terms of this
Agreement shall be exclusively brought in the State or Federal Courts located in
the State and County of New York, USA applying New York law, where both parties
hereby consent to the personal jurisdiction of the Courts.

         17.      LIMITATION OF LIABILITY.

                  UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR
                  INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING
                  WITHOUT LIMITATION LOSS OF PROFITS OR REVENUES, COST OF
                  CAPITAL, DOWNTIME COSTS, OR SIMILAR DAMAGES, PROVIDED,
                  HOWEVER, THAT IF THE LAW OF ANY JURISDICTION APPLICABLE TO
                  THIS AGREEMENT DOES NOT PERMIT SUCH DAMAGES TO BE COMPLETELY
                  DISCLAIMED, THIS CLAUSE SHALL BE INTERPRETED AS NECESSARY TO
                  GIVE THE COMPANY THE FULL BENEFIT OF ANY DISCLAIMER OR
                  LIMITATION OF SAID DAMAGES AS PERMITTED UNDER SUCH LAW. THE
                  COMPANY'S TOTAL LIABILITY (WHETHER IN TORT, CONTRACT OR
                  OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE PRODUCT
                  LIABILITY OR STRICT LIABILITY) UNDER THIS AGREEMENT OR WITH
                  RESPECT TO ANY ITEMS USED OR PROVIDED BY THE COMPANY OR ANY
                  THIRD PARTIES IN CONNECTION WITH THIS AGREEMENT WILL IN NO
                  EVENT EXCEED THE TOTAL COMPENSATION PAID BY MERCHANT TO THE
                  COMPANY UNDER THIS AGREEMENT.

         18.      FORCE MAJEURE

         If at any time during the term of this Agreement either party is unable
         to perform its obligations hereunder by reason of the occurrence of an
         Event of Force Majeure, the party claiming such occurrence will be
         excused from the performance of its obligations hereunder, during the
         continuance of such liability, provided that such party provides prompt
         notice of the occurrence of an Event of Force Majeure, makes reasonable
         efforts to perform its obligations, and has made reasonable efforts to
         diminish the impact of such Event of Force Majeure.



                                      -13-
<PAGE>

         19.      INDEMNITY

         Merchant shall indemnify and hold harmless the Company, together with
         its officers, directors, employees, shareholders, agents, independent
         contractors, successors and assigns from and against any and all
         damages, loss, costs, charges and expenses of whatever kind or nature,
         including counsel and solicitor's fees, which the Company shall at any
         time incur or sustain by reason of (i) Merchant's investigation and
         resolution of any disputes regarding Merchant's performance of its
         obligations under the Merchant's Policy, (ii) Merchant's failure to
         fully comply with any provision of this Agreement, including without
         limitation its failure to honor and fully comply with the Merchant's
         Policy, (iii) the Company's payment to any Customer of any amounts
         under the Asure Program in settlement of any claim made under the
         Merchant's Policy, (iv) any claims regarding Merchant's privacy policy
         and breaches of or amendments to such privacy policy, (v) any negligent
         act of Merchant or its officers, directors, employees or contractors,
         and (vi) claims regarding the manufacture, performance or condition of
         any Qualified Products. Merchant shall make all payments required under
         this indemnity within 10 days after receipt of a written request from
         the Company.

         20.      MISCELLANEOUS

                  1.       Merchant shall promptly inform the Company of any
                           information related to this Agreement, the Asure
                           Program or Merchant's Web Site which could reasonably
                           lead to a claim, demand or liability of or against
                           the Company by any third party.

                  2.       Privacy Protection. In the event that any applicable
                           laws or regulations restrict the transfer of, or
                           access to, the Merchant Information or any other
                           information required to be provided for hereunder,
                           the parties shall work together in good faith to find
                           the alternative means of providing such information
                           to the Company. Merchant agrees to maintain, adhere
                           to and prominently display on Merchant's Web Site, or
                           other public communication, a privacy policy
                           consistent with its obligations under this agreement
                           and applicable law.

                  3.       Merchant may not assign this Agreement or any of its
                           rights and obligations hereunder without the prior
                           written consent of the Company. Assumption of the
                           Agreement by any successor to Merchant (whether by
                           merger, consolidation or



                                      -14-
<PAGE>

                           otherwise) will be subject to the Company's prior
                           written approval.

                  4.       The rights and obligations set forth in Articles 2,
                           3, 5, 6, 7,11,12,15, 16 and 18 shall survive the
                           termination or expiration of this Agreement.

                  5.       The rights, powers and remedies given to the Company
                           by this Agreement are in addition to, and not in lieu
                           of, any other rights, powers, and remedies which the
                           Company may have or acquire against Merchant, whether
                           by the terms of any other agreement or by operation
                           of law or otherwise.

                  6.       Merchant hereby waives all right to claim any of its
                           property, including homesteads, as exempt from levy,
                           execution, sale, or other legal process, under the
                           laws of Canada, any province or territory thereof, or
                           under the laws or Constitution of the United States
                           of America, any state or states, territory or
                           possession thereof.

                  7.       The Company and Merchant each acknowledges that the
                           provisions of this Agreement were negotiated to
                           reflect an informed, voluntary allocation between
                           them of all risks (both known and unknown) associated
                           with the transactions contemplated hereunder. The
                           limitations and disclaimers related to warranties and
                           liability contained in the Agreement are intended to
                           limit the circumstances and extent of liability.
                           Merchant acknowledges that it has been advised by the
                           Company to obtain, and has been given the opportunity
                           to obtain, independent legal advice with respect to
                           this Agreement and its rights and obligations
                           hereunder.

                  8.       All notices and other communications required or
                           permitted by this Agreement to be given by a party to
                           another party shall be in writing, and until
                           otherwise specified in a written notice by the other
                           party, shall be sent to the other party by hand
                           delivery, certified mail return receipt requested or
                           by commercial overnight courier at its notice
                           addresses set forth below:

                  If to the Company:        Return Assure, Inc.
                                            1901 Avenue of the Stars
                                            Suite 1701
                                            Los Angeles, CA

                  With a copy to:           Steven M. Kaplan, Esq.
                                            Kaplan Gottbetter & Levenson, LLP


                                      -15-
<PAGE>

                                    630 Third Avenue
                                    New York, NY 10017 USA

         If to Merchant:   [Name and Address]

                  Notices shall be deemed given as of the fifth business day
following dispatch by certified mail; or on the date of actual delivery by
commercial messenger or overnight carrier service.

         9.       Notwithstanding the foregoing provisions for written notice,
                  the parties may from time to time agree upon other mutually
                  acceptable electronic means (such as e-mail) for the
                  transmission of notices and/or other communications. Any
                  notices transmitted by electronic means shall be deemed given
                  on the date of actual transmission.

         10.      If any provision of this Agreement or its application to any
                  party or circumstances shall be determined to be invalid and
                  unenforceable to any extent, the remainder of this Agreement,
                  or the application of such provision or circumstances other
                  than those as to which it is determined to be invalid or
                  unenforceable, shall not be affected thereby and each
                  provision hereof shall be valid and shall be enforced to the
                  fullest extent permitted by law.

         11.      The failure of either party to insist upon a strict
                  performance of, or to seek remedy of, any one of the terms or
                  conditions of this Agreement or to exercise any right, remedy
                  or election set forth herein or permitted by law shall not
                  constitute or be construed as a waiver or relinquishment for
                  the future of such term, condition, right, remedy or election,
                  but such items shall continue and remain in force and effect.
                  All rights or remedies or either party specified in this
                  Agreement and all other rights or remedies that either party
                  may have at law, in equity or otherwise, shall be distinct,
                  separate and cumulative rights or remedies, and no one of
                  them, whether exercised or not, shall be deemed to be in
                  exclusion of any other right or remedy of a party. Any
                  consent, waiver or approval of any act or matter must be in
                  writing and shall apply only to the particular act or matter
                  to which such consent or approval is given.

         12.      This Agreement may be signed in counterparts and each
                  counterpart will constitute an original document and the
                  counterparts, taken together, will constitute one and the same
                  instrument.

         13.      This Agreement consists of the provisions and appendices and



                                      -16-
<PAGE>

                  schedules that have been identified herein and constitutes the
                  complete, exclusive and final statement of the terms and
                  conditions of the agreement between the parties with respect
                  to its subject matter, superseding all prior agreements,
                  negotiations, and proposals.

         14.      This Agreement may not be amended or modified except by an
                  instrument in writing, signed by both the Company and
                  Merchant. Each party will execute and deliver such further
                  agreements and other documents and do such further acts and
                  things as any other party reasonably requests to evidence,
                  carry out or give full force and effect to the intent of this
                  Agreement.

         15.      The parties are independent contractors and agree that no
                  partnership, joint venture or agency or other similar legal
                  relationship will be created or will be deemed to be created
                  by this Agreement or any action of the parties pursuant to
                  this Agreement. Merchant shall not in any manner commit or
                  propose to commit the Company to any obligation or liability
                  to any third Party.

         16.      The headings in this Agreement form no part hereof and shall
                  be deemed to have been inserted for convenience of reference
                  only.

         17.      Time shall be of the essence of this Agreement.

         IN WITNESS WHEREOF the parties have executed this Agreement as of the
day and year first above written.

Return Assured Incorporated.                       [Merchant]


By:                                       By:
   -----------------------                   -----------------------
Print Name:                                        Print Name:
           -------------------                                ------------------
Title:                                             Title:
      -----------------                                  -----------------


                                      -17-