IT IS AGREED:

1. DEFINITIONS

1.1 "Business Hour" means a period of sixty (60) consecutive minutes between the hours of 8:00 am and 6:00 p.m. ET during the days Monday through Friday, inclusive, except for national holidays of the United States.

1.2 "EDI Transactions" means User's business to business transactions that are communicated by the ezitrade server using Electronic Data Interchange.

1.3 "Electronic Data Interchange" means the electronic exchange of data using ANSI X12, EDIFACT or UCS standards.

1.4 "ezitrade server" means a network server(s) operated by InterraTech and accessible to User and Trading Partners via the Internet or direct dial-up connection for the sole purpose of conducting EDI Transactions.

1.5 "Trading Partners" means the vendors or other businesses with which User conducts or can conduct business to business transactions using Electronic Data Interchange.

1.6 "Transaction Forms" means the forms that the ezitrade server makes available to User for the purposes of executing EDI Transactions.

1.7 "Value Added Network" or "VAN" means an independent network used to send and receive Electronic Data Interchange transactions with a Trading Partner. Use of these networks by InterraTech as part of the ezitrade service results in additional charges for the ezitrade user.

2. GRANT OF ACCESS

2.1 Subject to the terms and conditions contained in this Agreement, InterraTech hereby grants User reasonable access to InterraTech's ezitrade server for the sole purpose of conducting EDI Transactions using Transaction Forms.

3. ACKNOWLEDGMENTS

3.1 User acknowledges that: (a) the ezitrade server and the Transaction Forms are and shall remain the exclusive property of InterraTech and InterraTech's successors and assigns; and (b) User has no right or interest in the ezitrade server or the Transaction Forms other than as expressly granted in Paragraph 2.1.

3.2 User acknowledges that the ezitrade server may not have within its library the Transaction Form for the particular EDI Transaction that User wishes to conduct with its Trading Partners. In such case, User may request InterraTech to develop the necessary Transaction Form. At InterraTech's discretion, costs for development of such Transaction Form may be charged to User at InterraTech's then current rates with payment due as provided by Paragraph 4.1.

4. PAYMENT

4.1 User shall pay InterraTech its then current fees for use of the ezitrade server (which includes but is not limited to a user registration fee, monthly service fees, VAN and other telecommunications costs, and development of Transaction Forms.

5. USER’S RESPONSIBILITIES

5.1 User agrees to provide all the client hardware, software and related services required for User to connect to the ezitrade server including without limitation CPU, monitor, keyboard, modem (and/or other network connectivity hardware), operating system, web browser that supports the version of Secure Sockets Layer then recommended by InterraTech, telephone service and/or an Internet service provider.

6. RESTRICTIONS

6.1 User may not assign or delegate all or any part of its rights or obligations under this Agreement without InterraTech's prior written consent and any attempt to the contrary will be void and a material breach of this Agreement.

6.2 User may not use the ezitrade server in the operation of a service bureau without InterraTech's prior written consent. InterraTech may place additional and/or different restrictions and terms on User's use of the ezitrade server as a condition to granting such consent.

6.3 User may not copy, distribute, rent, lease, loan or create derivative works of the Transaction Forms. However, the foregoing restriction on copying shall not be interpreted such that the temporary copying of Transaction Forms by the User's web browser onto User's hard drive for the purpose of conducting EDI Transactions is considered prohibited copying.

6.4 The Transaction Forms contain proprietary material of InterraTech. This material is protected by copyright and other laws respecting proprietary rights. InterraTech retains all rights in the Transaction Forms, including without limitation, all copyright and other proprietary rights worldwide in all media. User may not use the Transactions Forms except as expressly permitted under this Agreement. Any use or reproduction of the Transaction Forms not authorized by this Agreement is prohibited and automatically terminates this Agreement.

6.5 User agrees that legal remedies alone provide inadequate protection of InterraTech's intellectual property and proprietary rights in the Transaction Forms and that, in addition to other relief, InterraTech may without necessity of posting bond obtain temporary and permanent injunctions to enforce those rights.

7. DATA SECURITY

7.1 User acknowledges that User's access to the ezitrade server requires a unique logon identification and password that InterraTech will supply to User. User agrees to keep User's unique logon identification and password confidential, revealing such information only to User's authorized personnel. User hereby agrees to indemnify, defend and hold InterraTech harmless from any liability, loss, claim, injury, damage and expense (including reasonable attorneys' fees and costs) incurred by InterraTech as a result of User revealing (negligently or otherwise) its unique logon identification or password to unauthorized personnel or as a result of authorized personnel executing unauthorized EDI Transactions; provided that such indemnification shall not extend to EDI Transactions submitted to the ezitrade server using User's logon identification and password one (1) Business Hour after User notifies InterraTech of unauthorized use of User's logon identification and password.

7.2 User acknowledges that: (a) User may obtain a digital certificate that allows the ezitrade server to verify that the computer communicating with the ezitrade server is authorized to access the ezitrade server; (b) such certificate does not allow InterraTech to verify that the person operating such computer is actually authorized by User to access the ezitrade server and execute EDI Transactions; and (c) User's use of such certificate does not affect User's obligations under Paragraph 7.1.

7.3 InterraTech hereby represents and warrants to User that the ezitrade server communicates with User's computer(s) over the Internet using Secure Sockets Layer version 3.0 (or such later version as InterraTech may designate to User in writing or electronically).

7.4 EXCEPT AS CONTAINED IN PARAGRAPH 7.3, INTERRATECH MAKES NO REPRESENTATIONS AND WARRANTIES TO USER REGARDING THE SECURITY OF DATA TRANSMITTED AMONG USER'S COMPUTERS, THE EZITRADE SERVER AND THE TRADING PARTNERS' COMPUTERS, AND INTERRATECH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES REGARDING THE SECURITY OF DATA TRANSMITTED PURSUANT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INTERCEPTION OR INABILITY OF UNAUTHORIZED PERSONS TO DECRYPT INTERCEPTED DATA.

8. SUBMISSION OF INACCURATE OR INCORRECT TRANSACTION INFORMATION

8.1 User acknowledges that InterraTech and/or the ezitrade server cannot verify: (a) the accuracy of information submitted to the ezitrade server on Transaction Forms; or (b) whether information submitted to the ezitrade server on Transaction Forms is consistent with the standard for executing the particular transaction using Electronic Data Interchange. Provided that the ezitrade server accurately transmitted the transaction information actually received from User to the proper Trading Partner, User hereby agrees to indemnify, defend and hold InterraTech harmless from and against any liability, loss, claim, injury, damage and expense (including reasonable attorneys' fees and costs) incurred by InterraTech as a result of the ezitrade server transmitting User's EDI Transactions to Trading Partners with inaccurate information or information that is inconsistent with the standard for executing the particular transaction using Electronic Data Interchange.

9. TERM AND TERMINATION

9.1 The term of this Agreement shall be one (1) year from its execution by both parties (the "Initial Term") and shall renew automatically for successive one (1) year periods (each such year being a "Renewal Term"); provided that either party may refuse to renew the Agreement by giving written notice to the other party of the party's intent to not renew at least thirty (30) days prior the expiration of the Initial Term or the then current Renewal Term, as the case may be.

9.2 If User: (a) makes or distributes, or negligently fails to prevent others from making or distributing, copies of the Transaction Forms; or (b) otherwise breaches this Agreement, then: (x) this Agreement shall terminate automatically; (y) User shall discontinue accessing the ezitrade server, discontinue using the Transaction Forms and destroy all copies of the Transaction Forms in User's possession or control; and (z) InterraTech shall have the right to terminate, without notice, User's access to the ezitrade server.

10. LIMITATION OF WARRANTY

10.1 InterraTech hereby represents and warrants to User that the ezitrade server will transmit the transaction information actually received from User: (a) accurately; (b) to the proper Trading Partner(s); and (c) within a commercially reasonable amount of time.

10.2 EXCEPT FOR THE WARRANTIES SET FORTH IN PARAGRAPHS 7.3 AND 10.1, INTERRATECH PROVIDES THE PRODUCTS AND SERVICES UNDER THIS AGREEMENT INCLUDING WITHOUT LIMITATION ACCESS TO THE EZITRADE SERVER, THE TRANSACTION FORMS AND TRANSMISSION OF USER'S EDI TRANSACTIONS WITH NO OTHER WARRANTIES, AND INTERRATECH HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS WITH REGARD TO THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES WITH RESPECT TO THE QUALITY OF ACCESS TO THE EZITRADE SERVER INCLUDING WITHOUT LIMITATION WARRANTIES CONCERNING THE HOURS OF OPERATION OF OR UNINTERRUPTED ACCESS TO THE EZITRADE SERVER.

11. LIMITATION OF REMEDY

11.1 User's sole and exclusive remedy for any damage or loss in any way arising under this Agreement or in any way connected with the provision of products and services under this Agreement, whether or not by InterraTech's breach of warranty, negligence or any breach of any other duty, will be, at InterraTech's election: (a) retransmission of the affected EDI Transactions; or (b) refund of the fees actually paid by User to InterraTech for the affected EDI Transactions.

12. LIMITATION OF LIABILITY

12.1 IN NO EVENT WILL INTERRATECH’S LIABILITY FOR DAMAGES ARISING OUT OF THE USE THE EZITRADE SERVER OR TRANSACTION FORMS OR ARISING UNDER THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, TO USER OR ANY OTHER PERSON OR ENTITY EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES ACTUALLY PAID BY USER TO INTERRATECH UNDER THIS AGREEMENT (EXCLUDING ANY AMOUNTS PAID BY USER TO INTERRATECH FOR DEVELOPMENT OF TRANSACTION FORMS PURSUANT TO PARAGRAPH 3.2).

12.2 INTERRATECH SHALL NOT BE LIABLE TO USER OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOOD WILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF WORK PRODUCT, OR INTERCEPTION OF DATA OR ANY AND ALL OTHER INDIRECT COMMERCIAL DAMAGES OR LOSSES, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. MISCELLANEOUS

13.1 The validity, interpretation, rights and obligations of the parties and any dispute arising under or related to this Agreement shall be governed by the laws of the State of New Jersey without reference to the choice of law provisions of any jurisdiction.

13.2 The state and federal courts located in the State of New Jersey shall have exclusive jurisdiction over any dispute arising under or related to this Agreement. InterraTech and User hereby submit to the exclusive jurisdiction of such courts.

13.3 If any court determines that a provision of this Agreement is void, invalid, unenforceable or illegal for any reason, then the validity and enforceability of all the remaining provisions hereof shall not be affected thereby.

13.4 The failure of either party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of any subsequent breach.

13.5 The titles of the Paragraphs hereof are for convenience only and do not in any way limit or amplify the terms and conditions of this Agreement.

13.6 This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, statements, warranties, representations and agreements, both oral and written, relating thereto.

13.7 Paragraphs 3.1, 4.1, 6.3, 6.5, 7.1, 7.2, 7.4, 8.1, 10.2, 11.1, 12 and this Paragraph 13 shall survive the termination or expiration of this Agreement.