Company / Client ________________________________________________________

Phone__________________________FAX____________________________________

Authorized Representative of the Client ______________________________________

Address________________________________________________________________

City___________________________State________Zip__________Country_________

E-mail address__________________________________________________________

Present WWW URL (if any):_______________________________________________

User Name___________________________Password__________________________

The above named client is engaging @First Site, an independent contractor for the specific purpose of

developing and/or improving a World Wide Web site to be installed on the client's web space located on an

Internet Service Provider's (ISP) server.

Hereafter, the client will be known as the "Client" and @First Site will be known as the "Developer."

The Client will establish a separate contract with an Internet Service Provider (ISP) for hosting, or the Developer

will establish one for the Client. The Client hereby authorizes the Developer to access this account, and

authorizes the Host Provider to provide the Developer with "write permission" for the Client's web page directory,

cgi-bin directory, and any other directories or programs which need to be accessed for this project.

It is agreed that this account will be hosted by ISP of client's choice. Developer will either secure this account on

behalf of the Client, or the Client may secure the account independently. We offer the Client the ability to secure

this account independently as a way to help the Client control cost. If however, the Client is not an advanced user

of the Internet, the Client is encouraged to use the services of the Developer to secure and maintain this account.

The Developer will secure a domain name (www.myname.com) for the Client at the Client's request. All charges

incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement.

These are Internet fees, and are not a source of income for the Developer.

If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host.

Should the Client desire a specific domain name which is already owned by another party and negotiations for

said domain name must be undertaken by the Developer, additional charges may apply. The Client will be

contacted in advance before any negotiations of this nature are undertaken or charges are incurred.

This agreement contemplates up to 5 standard branding web pages with layout, and graphic creation.

This agreement contemplates up to an average of 12 external or relative links per page and an e-mail response

link on each web page to any e-mail address the Client designates.

Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser

version will be separately negotiated and in addition to the base price of our agreement.

It is anticipated that the Developer will create, capture or receive from the Client all the graphic elements

necessary to complete the Client's web site. This includes creating the company logo, ancillary images, animated

graphics. This also includes photography or scanning services as listed below.

All pictures needed for the web page will be done using a digital camera. The Developer will at the request of the

Client visit the Client's place of business and capture up to 30 images in digital format for inclusion on the Client's

web site.

This agreement contemplates scanning up to 10 images for the Client. It is contemplated that this will

accommodate the needs of most Clients.

This contract contemplates the possibility of an e-commerce-enabled site. If a shopping cart is required for the

Client's site, the Developer recommends Miva Merchant or Able Commerce as the default software to be used.

The charges for E-commerce setup and the shopping cart will be listed in Appendix A as an addition to the base

price of this agreement.

This agreement contemplates the possibility of an e-commerce enabled site. If the Client selects an e-commerce-

enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client

understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself

may be limited.

If the Client's web site requires the ability to accept credit cards, the Client will need a Merchant Account. The

Client understands that any charges necessary to secure the Merchant Account are not covered by this

agreement.

If the Client has a high volume / high sales web site, real-time credit card processing will be desired as an

addition to Miva Merchant or Able Commerce technology. In this instance, the Developer will assist the Client in

obtaining this service. Any charges related to this service are payable to CyberCash or Authorize.net will be

billable to the Client as an addition to the base price of this agreement.

This agreement does not include a provision for the creation of a database unless specifically listed in Appendix

A. If your site requires a database the charges for such will be listed in Appendix A.

A non-refundable minimum deposit of fifty percent (50%) is required to commence work.

Once the 50% deposit is received by the Developer basic site design concepts will be put online for the Client's

viewing and approval. Alternatively, Developer may show Client the designs in person. Communication between

the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the

Client's taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the

basic site design via e-mail or by signing a printed copy of the design. Once this acceptance is received from the

Client, the work necessary to complete the project will begin.

Authors should continue, however, to continually view updates to the site and express their preferences or

dislikes to the Developer. Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client

advising the Client that the work has been completed. Final payment of the remaining 50% balance plus any

additional charges incurred will be due within fifteen (15) business days after delivery of this e-mail or letter and

invoice. If the fifteen (15) day minimum is not met an additional charge of 10% is due. If payment is not made

within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the

date the 10% penalty was levied.

Developer reserves the right to remove all web content from the Internet if payment is not made within ten (10)

days after delivery of our completion notification. Most frequently, problems making payment timely are the result

of poor communication channels in a company's Accounting Department. If a payment delay is anticipated,

please contact the Developer to discuss potential problems in advance. If problems are anticipated we may be

able to accommodate an alternate arrangement.

Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of

the Developer's business. To that end, we encourage input from the Client during the design process.

The Developer understands, however, that Clients may request significant design change to pages that have

already built to the Client's specification. To that end, please note that our agreement does not include a provision

for "significant page modification" or creation of additional pages in excess of our agreed 5-page maximum. If

significant page modification is requested after a page has been built to the Author's specification, we must count

it as an additional page.

Some examples of significant page modification at the request of the Author include:

•Developing a new table or layer structure to accommodate a substantial redesign at the Client's request.

•Recreating or significantly modifying the company logo graphic at the Client's request.

•Replacing more than 75% of the text to any given page at the Client's request.

•Creating a new navigation structure or changing the link graphics at the Author's request.

•Significantly reconfiguring the Client's shopping cart with new product, shipping or discount calculation if

Maintenance Agreements are negotiated on a Client by Client basis, as each Client will have differing needs. This

is another way the Developer seeks to help the Client control cost. Developer offers two kinds of maintenance

agreements. In one, the Client pays a fixed monthly rate of $100.00 for a commitment of 6 months for such things

as changing price to an item, adding additional inventory, making moderate graphic changes, and coordinating

delivery of the web site with the Host Provider. (This does not include a re-do of the web site nor initial cleanup

of a site already in progress created by another developer. In these cases, an estimation of total hours will be

assessed prior to work and a rate of $50.00 an hour will be charged.) In the other agreement, the customer pays

an 'as needed' hourly rate for developer of $50.00 per hour.

Some Clients will desire to independently edit or update their web pages after completion of the site as a way to

control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients of the

Developer.

Note however, that if this option is selected and the Client or an agent of the Client other than the Developer

attempts to update the web site and damages the design or impairs the ability for the web pages to display or

function properly, time to repair the web pages will be assessed at an hourly rate of $75. There is a one-hour

minimum.

The Developer will burn one copy of the Client's web site into a CD at the Client's request upon completion of the

site. Additional copies of the CD are available for $25.00 each.

The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and

thereafter submit the Client's web site to each of the major search engines and directories including Yahoo. The

Developer also offers advanced search engine optimization and site promotion services.

The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job

as well as on-time completion. The Developer warrants all work completed by subcontractors for this project.

When subcontracting is required, the Developer will only use industry recognized professionals.

Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion

of the project. Examples would be:

•Purchase of specific fonts at the Client's request,

•Purchase of specific photography at the Client's request.

•Purchase of specific software at the Client's request.

The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics,

photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client's web site are

owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and

will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from

the use of such elements furnished by the Client.

Author agrees that any material submitted for publication will not contain anything leading to an abusive or

unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and

uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses,

harassment, any illegal activity, spamming , advocacy of an illegal activity, and any infringement of privacy.

Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's

publication of material or use of those materials.

It is also understood that the Developer will not publish information over the Internet, which may be used by

another party to harm another. The Developer will also not develop a pornography web site for the Client. The

Developer reserves the right to determine what is and is not pornography.

Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands,

liabilities, losses, costs and claims, including reasonable attorney's fees associated with the Developer's

development of the Client's web site. This includes Liabilities asserted against the Developer, it's subcontractors,

it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or

performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.

Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any

injury to person or property caused by any products or services sold or otherwise distributed over the Client's web

site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any

defective product or misinformation, which is detrimental to another person, organization, or business.

25. Laws Affecting Electronic Commerce.

Copyright to the finished assembled work of web pages produced by the Developer and graphics shall be vested

with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source

code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for

completion of this project.

Client agrees that the Developer may put a byline on the bottom of their index.html or main.html web page

establishing design and development credit. Client also agrees that the web site created for the Client may be

included in the Developer's portfolio.

The Developer its employees and subcontractors agree that, except as directed by the Client, it will not at any

time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever.

Likewise, the Client agrees that it will not convey any Confidential information obtained about the Developer to

another party.

The Developer recognizes 'word-of-mouth' advertising as our most favorable method of developing new business.

As such, we want to reward customers who are pleased with our work and refer us to another individual,

business, or organization.

If you refer our services to another party and we ultimately establish a contract with that party, we will provide

you, the Client, with two months of free maintenance service. For Clients who regularly help us attract new

clients, this can result in a virtually free Maintenance Agreement.

The Developer and the Client must work together to complete the web site in a timely manner for both parties to

remain profitable.

We agree to work expeditiously to complete this project no later than

___________________________________.

Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is

postponed or canceled at the request of the Client by registered letter, the Developer shall have the right to retain

the original 50% deposit. In the event this amount is not sufficient to cover the Developer for time ($50 per hour)

and expense already invested in the project additional payment will be due. If additional payment is due, this will

be billed to the Client within 10 days of notification via registered letter to stop work. Final payment will be

expected under the same terms as listed in Article 14 above.

Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall

be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator suitor

pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment

may be entered in any court having jurisdiction thereof. The Author shall pay all arbitration and court costs,

reasonable attorney's fees and legal interest on any award or judgment in favor of the Developer.

33. Entire Understanding.