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	Company: VAP Contact Name(s): Address: City: State: Zip: Daytime Phone: Evening Phone: FAX: Email: Company URL: Terms & Conditions: (reseller program only)(see below) I Agree I do not Agree Agreed By: (reseller program only)

CCI'S Value Added Partnership
Agreement and Policies

This Partnership Agreement is entered into by and between CCI Net, Inc. (hereafter called "CCI"), located at 241 E. Imperial Hwy. Suite 330, Fullerton, CA 92835 And: The authorized Value Added Partner (VAP) named at the end of this contract (here after called "VAP").

The Parties Agree As Follows:

1. APPOINTMENT

1.1 CCI, subject to the terms of this Agreement, grants CCI VAP a non- exclusive right for the Term to market CCI services as a direct reseller at the prices and terms contained herein.

1.2 CCI VAP acknowledges that nothing hereunder shall in any way limit the rights of CCI either on its own or through others, to market, sell, and otherwise distribute CCI services or products.

1.3 CCI agrees to provide reasonable pre-sale and post-sale support to CCI VAP.

1.4 CCI will provide primary technical support for CCI Services to CCI VAP, and to CCI VAP customers, but this Agreement shall not grant CCI VAP or CCI VAP customers any rights in addition to those set forth in this CCI terms of Service Agreement.

2. CCI VAP CONTRACTS

2.1 CCI VAP agrees to use its best efforts to solicit new customers for the CCI Services herein described during the term of this agreement. CCI VAP shall be bound to a minimum of Six (6) active accounts, to comply with the minimum account maintenance requirement requested under this contract. CCI will be the sole judge of the adequacy of CCI VAP efforts and performance for the purpose of renewal or cancellation of this CCI VAP Agreement.

2.2 Under this CCI VAP Agreement, CCI reserves the right to return to CCI VAP any Service Order which CCI deems to be incomplete or otherwise unacceptable to CCI for any reason and CCI shall have no obligations to CCI VAP or the CCI VAP customer with respect to any such rejected CCI VAP Service Order.

3. COMMISSION

3.1 CCI agrees to pay CCI VAP Commissions every month based on collected total monthly invoices from CCI VAP and its Customers based on the following table:

The following table illustrates our Discount Structure:

	Total Client's Monthly Invoices	Discount
	$100 to $499 10% $500 to $999 15% $1000 to $1999 20% $2000 to $3999 30% $4000 and more 40%

4. CONDITIONS

4.1 CCI VAP agrees to use all CCI VAP services and facilities at CCI VAP own risk. CCI specifically disclaims all warranties of merchantability and fitness for a particular purpose. In no event shall CCI be liable for any loss, or data, or other damages suffered by CCI VAP or CCI VAP customers. CCI VAP agrees to protect and indemnify CCI against any and all liability, loss of expense arising from claims of libel, unfair competition, unfair trademarks, trade names or patents, violations of rights and privacy and infringement of copyrights and any illegal acts resulting from CCI VAP and CCI VAP customer's use of CCI services

4.2 CCI VAP may not use the CCI logo or such other trademarks, or other products, information or marks owned by CCI without CCI express written/e-mail requested permission. Promotional Material supplied by CCI for usage by CCI VAP shall remain the sole property of CCI.

4.3 Except as expressly provided in this Agreement, nothing hereunder shall be deemed to grant any rights whatsoever to CCI VAP in the CCI Promotional Material or any other intellectual property or confidential information or proprietary services or products of CCI.

5. RESPONSIBILITIES

5.1 CCI agrees to provide, to the best of its abilities, the CCI Services required under each Service Order; provided, however , that this Agreement shall not create any rights in CCI VAP with respect to any Service Order.

5.2 CCI VAP Agrees to accept full and final responsibility for payment of any and all services provided by CCI to CCI VAP or CCI VAP customers. CCI VAP shall be the sole billing contact for all payments due under any and all Service Orders opened by CCI VAP. Domain Registrations and all provided services are subjected to pre payment by CCI VAP.

6. CCI VAP DISCOUNTS AND TERMS

6.1 CCI VAP shall receive services and prices to be provided.

Payment terms:

Payable upon order via Credit Card/ International Money Order or Wire Transfer if outside the USA.

by Credit Card or Check if CCI VAP is residing in the USA.

6.2 Upon cancellation or non-payment by CCI VAP, CCI shall discontinue all services and void all service orders outstanding with CCI VAP and shall thereafter have no further obligation to CCI VAP with respect to such canceled CCI VAP Agreement or Service Orders.

7. RELATIONSHIP BETWEEN PARTIES

7.1 This Agreement covers only the marketing of CCI Services and nothing in this Agreement shall give either party any rights in any other product developed by, or services performed by, the other party.

CCI VAP SHALL HAVE NO RIGHT, POWER OR AUTHORITY TO EXECUTE ANY DOCUMENT ON BEHALF OF CCI OR OTHERWISE BIND CCI TO ANY AGREEMENT, MATTER, CASE OR THING, INCLUDING ANY CCI VAP CONTRACT.

7.2 Nothing contained in this Agreement shall constitute CCI or CCI VAP the partner, joint venture, employee or servant of the other party. CCI VAP shall be solely responsible for all taxes arising out of its performance under this Agreement. Except as specified in this Agreement, neither party shall have any right whatsoever to incur any liabilities or obligations on behalf of the other party.

7.3 CCI VAP represents and warrants that CCI VAP is authorized to conduct its business as proposed by this Agreement, that the person signing this Agreement on behalf of CCI VAP is authorized to enter this Agreement, and that this Agreement shall be binding upon CCI VAP.

8. ASSIGNMENT

8.1 CCI VAP shall not assign any right or interest herein nor delegate any duty or obligations in this Agreement (whether voluntarily or by operation of law or otherwise) without the prior written consent of CCI.

9. TERMINATION

9.1 This Agreement shall terminate upon the earlier to occur of (1) the expiration of the Term or (2) any termination pursuant to 9.2

9.2 Either party may, at its option, terminate this Agreement upon thirty (30) days written notice to the other party.

9.3 Sections 9 through 15 of this Agreement shall survive termination of this agreement.

10. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, IF CCI BREACHES ANY PROVISIONS OF THIS AGREEMENT, CCI SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE AMOUNT OF FEES RECEIVED BY CCI IN CONNECTION WITH THE SPECIFIC OFFERING OF CCI SERVICES UNDER CCI VAP CONTRACTS INITIATED PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL CCI BE LIABLE TO CCI VAP OR ANY CUSTOMER FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, GOODWILL, TIME, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIES OR CUSTOMERS INCLUDING END USERS, WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.

11. CCI VAP INDEMNIFICATION

CCI VAP shall indemnify, defend and hold CCI harmless from any and all losses, damages, costs or expenses (including, but without limitation, attorney's fees and costs of litigation) which arise from or relate to any claim brought by any CCI VAP's customer or by third party based on CCI VAP marketing, use, sales or development activities with respect to the CCI Services, CCI VAP Contracts or CCI VAP Services.

12. GOVERNING LAW AND ARBITRATION

12.1 THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA

12.2 Any controversy or claim arising out of or relating to this, or the breach of this Agreement or any rights granted hereunder, shall, at the sole option and upon the election of CCI, be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the award rendered by the arbitrator shall be the binding and final resolution of such controversy or claim. Any such arbitration shall be held in Orange County, California, USA and shall be conducted by one mutually acceptable arbitrator who is an attorney experienced in the subject matter of this agreement, including intellectual property and commercial law matters. In all arbitration proceedings, the arbitrator shall decide the questions in dispute in accordance with the laws of California, and the parties specifically disclaim international law for such arbitration. This requirement is not merely directory, but constitutes a limitation upon the power of the arbitrator. Both CCI and CCI VAP agree to cooperate fully with the arbitrator and to provide all necessary documentation and information necessary to render a decision. The prevailing party shall be entitled to reimbursement of its costs, including reasonable attorney's fees, as determined by the arbitrators.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between parties and supersedes all prior understandings and agreements concerning the Services and shall not be modified or altered except by written instrument duly executed by the parties. Should any provision of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.