1.  Contractor's Services

The contractor shall provide the basic and supplementary services specified below.

1.01 Retention as Independent Contractor - Client agrees to hire contractor and contractor agrees to act as independent contractor for client to provide the services set forth in this agreement. The parties agree that the relationship shall be that of contractor and client, not employer/employee nor shall it constitute an agent/principal relationship. All provisions of the relationship between the parties shall be governed by the terms of this agreement, which cannot be modified without the express written consent of client and contractor.

1.02 Scope of Contractor's Services - Contractor agrees to perform for client the services listed below. Such services are hereinafter referred to as "Services." Client agrees that contractor shall have ready access to client's staff and resources as needed to perform the contractor's services provided by this agreement.

Contractor's services will be expressly limited to the following items:

• The development of primary websites for the domain
• Implementation of technologies related to primary website
• Limited technical assistance for operation and management
• Consultation & evaluation

1.03 Excluded Services - In addition to any work not included above, contractor will not be responsible for projects outside the scope of the client's normal course of business or third party interaction and support.

1.04 Staff - Contractor is an independent contractor and neither contractor nor contractor's staff is, or shall be deemed, employed by client. Contractor will not be treated as an employee for any purpose whatsoever with respect to the services provided pursuant to this agreement. Client is hereby contracting with contractor for the services described and contractor reserves the right to determine the method, manner and means by which the services will be performed.

1.05 Hours of Contractor's Work - Contractor is not required to perform the services during a fixed hourly or daily time. If the services are performed at the client's premises, then contractor's time spent at the premises is to be at the discretion of the contractor, subject to the clients normal business hours and security requirements. Contractor shall not be required to devote contractor's full time nor the full time of the contractor's staff to the performance of the services required hereunder, and it is acknowledged that contractor has other clients and contractor offers services to the general public. The order or sequence in which the work is to be performed shall be under the control of contractor. Except to the extent that the contractor's work must be performed on or with the client's equipment.

Any time off, including weekends and vacation, will be solely and entirely at the contractor's discretion. Notwithstanding the foregoing, the contractor shall work diligently and use his or her best efforts to fulfill the mission and goals of the client; to complete the agreed upon tasks of the work described above and to otherwise advance the business of the client.

1.06 Maintaining Client's Goodwill - The contractor agrees to conduct business and regulate his habits in order to minimize and negative effect upon the goodwill and reputation of the client.

1.07 Confidentiality - All client trade secrets and confidential information obtained by contractor while in performance of said services shall be regarded by contractor as strictly confidential and shall be held by contractor in trust for client. Confidential information is information that relates to client's research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by nonparties of ordinary skill.

Contractor hereby acknowledges that during the performance of this contract, the contractor may learn or receive confidential client information. Therefore contractor hereby confirms that all such information relating to the client's business will be kept confidential except to the extent that such information is required to be divulged to the contractor's clerical or support staff or associates in order to enable contractor to perform contractor's obligations. All discoveries, improvements, graphic artwork, programs, software and inventions made or conceived by contractor while in performance of this agreement shall remain the sole property of contractor.

1.08 Non-Competition - Contractor agrees, during the term of this agreement and for a period of one (1) year after the completion of the term of this agreement, not to compete directly with client in business.