This Reseller Agreement (the "Agreement") is made between ACT ONE Mailing List Services, Inc. ("ACT ONE") with a place of business at 165 Pleasant Street, Suite 19, Village Plaza 1, Marblehead, Massachusetts 01945; and the undersigned ("List Reseller").

List Reseller wishes to resell, and ACT ONE wishes to supply, compiled lists ("Lists") for the purpose of direct mail, telemarketing, fax or e-mail advertising. In consideration of their mutual promises, and for the good and valuable consideration, the following terms will govern the volume discount relationship.

1. Term: The duration of this Agreement is one year beginning _______________________. This Agreement shall automatically renew for successive periods of one year unless terminated earlier by either party.

2. List Order and Use: Both ACT ONE and List Reseller anticipate that List rentals under the Agreement will be implemented by individual orders which List Reseller may from time to time submit to ACT ONE. ACT ONE and List Reseller agree that the terms of the Agreement will apply to all such orders, unless otherwise agreed in writing. List Reseller may use each ordered List for a single mailing, telemarketing, fax or e-mail advertising, unless otherwise agreed upon.

3. Anticipated Rental Volumes: The discount specified in Paragraph 4 (below) is based upon an expected order volume of __________________ addresses per ________. The discount schedule afforded List Reseller is based upon this anticipated rental volume. If at the end of one year the actual rental volume does not meet what was originally expected, List Reseller will pay ACT ONE the difference between the actual volume discount level and the expected volume discount level detailed in Paragraph 4. If at the end of one year the actual rental volume exceeds what was originally expected, ACT ONE will credit List Reseller the difference between the actual volume discount level and the expected volume discount level detailed in Paragraph 4.

4. Discounts: ACT ONE will discount the following, unless otherwise specified in writing, for each compiled file list order. Format and shipping/handling charges additionally apply.

Yearly Volume Discount Off of Base Price AND Selections

5. Payment: Payment terms are net forty-five (45) days from the invoice date to customers with a continuing use of our services. Prepayment deposit may be required on any order and is always required on the first three (3) orders from new clients. Accounts may be opened upon approval by our credit department. Business or personal checks, money orders, wire transfers, as well as MasterCard, Visa, American Express, and Discover credit cards are accepted.

6. Warranty: ACT ONE will provide List Reseller with information taken from ACT ONE's compiled files. ACT ONE warrants that the address information contained on the rented List corresponds to ACT ONE's compiled files at the time of its most recent update. However, because address information is constantly changing, the List may not qualify for United States Postal Service rate discounts. OTHER THAN THE WARRANTY STATED ABOVE, ACT ONE MAKES NO EXPRESS OR IMPLIED WARRANTY WITH REGARD TO THE LIST, INCLUDING BUT LIMITED TO ANY IMPLIED WARRANT OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Confidentiality: List Reseller acknowledges that the List is a valuable asset of ACT ONE, and that irreparable injury would be suffered by ACT ONE should the List be used in a manner not authorized by the Agreement, or disclosed to others not expressly authorized by ACT ONE to receive it. List Reseller will not copy the List, or any part of it, in any form or medium, nor use it to establish a new list or supplement any existing list, nor will it permit anyone else under its direction or control to do so. List Reseller will take all necessary and appropriate action to protect the security and confidentiality of the List, and will not allow the List, or any part of it, to be disclosed to, or used by, any other party for any purpose not expressly authorized in writing by ACT ONE. In the event List Reseller fails to comply with this provision, then ACT ONE, in addition to its other remedies at law and equity, will be entitled to a court injunction which prohibits List Reseller's further possession, use, and disclosure of the List or any part of it, and will also be entitled to recoupment of the reasonable legal fees incurred in pursuing its remedies. This provision will survive the expiration or termination of the Agreement.

8. Agents: If the person or entity which signs the Agreement is an agent ("Agent") acting in the name of, or for the benefit of a client, then the Agent warrants that he has received legal authority from his client to enter into the Agreement on his client's behalf. THE AGENT GUARANTEES PAYMENT OF ALL CHARGES WITHIN FORTY-FIVE (45) DAYS FROM THE INVOICE DATE WHETHER OR NOT HE RECEIVES PAYMENT FROM HIS CLIENT.

9. No Sales to ACT ONE Competitors: List Reseller is expressly prohibited from renting the List directly or indirectly, to any competitor of ACT ONE, or any competitor of an ACT ONE affiliate.

10. Use of ACT ONE's Name: ACT ONE's name and logo are valuable competitive assets of ACT ONE, and the use by List of ACT ONE's name or logo for any purpose, including use of ACT ONE's name or logo as a description of the origin of the List, is expressly prohibited unless List Reseller has obtained ACT ONE's prior express written authorization.

11. Termination of Agreement: List Reseller acknowledges that list rental is ancillary to ACT ONE's primary business. ACT ONE may, in its sole discretion and upon at least five (5) days prior notice to List Reseller, terminate this Agreement. Upon any such termination, ACT ONE will refund List Reseller the amount which List Reseller has paid ACT ONE for license of any List not yet utilized by List Reseller, or if the List has been partly used, it will refund List Reseller a prorated portion of that amount. Either party may terminate the Agreement without further obligation by notifying the other party at least ninety (90) days prior to the end of the initial term of this agreement. During any renewal terms, either party may terminate the agreement at any time following at least ninety (90) days prior notice.

12. Limitation of Liability: With the exception of causes of action brought under Paragraph 6 of the Agreement, neither party will be liable to the other for any sum in excess of the total amount owed or paid to ACT ONE by List Reseller for any individual order upon which a claim is made. Neither party will be liable to the other for any incidental or consequential damages of any nature.

13. Orders: Both ACT ONE and List Reseller anticipate that List rentals under the Agreement will be implemented by individual orders which List Reseller may from time to time submit to ACT ONE. ACT ONE and List Reseller agree that the terms of the Agreement will apply to all such orders.

14. Enforcement: List Reseller will pay all expenses, including attorney's fees, incurred by ACT ONE in enforcing the obligations of List Reseller under this agreement.

15. Assignment: List Reseller may not assign the Agreement. Any such assignment will be void.

16. Entire Agreement: The Agreement constitutes the entire Agreement between ACT ONE and List Reseller regarding list rental. Any changes or additions to the contract must be in writing and signed by an authorized representative of both ACT ONE and List Reseller.

17. Interpretation: This contract shall be interpreted under the laws of the State of Massachusetts.

18. Modification of Agreement: From time to time, ACT ONE may modify the terms of this Agreement, or add new terms, by providing List Reseller with a change notice. The modified or new terms will be effective thirty (30) days after the date of the notice. After receipt of a change notice, List Reseller may terminate the Agreement by written notice to ACT ONE given prior to the end of the thirty (30) day period; otherwise, the modified or added terms will become part of the Agreement. ACT ONE may not modify the rates shown in the Agreement during the initial six (6) months.

19. Acceptance of Orders by ACT ONE: On each order that List Reseller places under this Agreement, List Reseller, at ACT ONE's request, will provide ACT ONE with a sample of the mailing piece, telemarketing script, fax or e-mail piece that will be used and, if the mailing, telemarketing, faxing or e-mailing is to be performed by a contractor for the List Reseller, the name and address of that contractor. ACT ONE at its sole discretion may decline to accept any individual order place by List Reseller under this Agreement. If ACT ONE accepts an order, ACT ONE will ship the List, in the ordered form, directly to the List Reseller or, if applicable, to the contractor.

Agreed to this _____ day of _________________, ________.