THIS PORTION OF THIS AGREEMENT IS PROVIDED FOR YOUR INFORMATION.

1: DEFINITIONS  (referenced from page one).

Acceptance Date:  The term “Acceptance Date” shall mean the “Acceptance Date” as defined in the Development Agreement.

Access:  The term “Access” and variants thereof (including, but not limited to, the terms “access”, “accessible” and “accessing”) shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.

Associate:  The term “Associate” shall mean an employee of SellMoreAutos.com or an independent contractor hired by SellMoreAutos.com.

Audio:  The term “Audio” shall mean recorded audio used in connection with the Customer Web Page, including (without limitation) spoken words, narration, sounds, music, lyrics, noises, sound effects and sound recordings.

Audiovisual Components:  The term “Audiovisual Components” shall mean audiovisuals used in connection with the Customer Web Pages, including Graphic, Video and Audio.

Cancellation Notice:  The term “Cancellation Notice” shall mean that written notice sent by one party to this Agreement to the other party to this Agreement seeking to cancel this Agreement because of breach by such other party.

Coding:  The term “Coding” shall mean programming codes, scripts or statements for developing Web Pages as written in a programming language including (without limitations) Hypertext Markup Language (HTML), Java, JavaScript, Virtual Reality Modeling Language (VRML) and Shockwave programming languages.  The definition of Coding shall be limited to the executable code as applicable.

Confidential Information: The term “Confidential Information” shall mean all information concerning the business and technical plans of SellMoreAutos.com and all information in connection with the SellMoreAutos.com System, the Hosting Services or this Agreement which is disclosed by SellMoreAutos.com to Customer or learned by Customer and which is not: (a) already known to Customer;  (b) conveyed to Customer by a third party without restriction; (c) released by SellMoreAutos.com without restriction; (d) independently developed by Customer; or (e) in the public domain.

Consultant:  The term “Consultant” shall mean third party independent contractors hired by SellMoreAutos.com to perform services in connection with the Services

Content:  The term “Content” shall mean all programs, information, data, materials and communications stored on or transmitted through the SellMoreAutos.com System in connection with the Customer Web Site, including Customer Materials.

Customer:  The term “Customer” shall mean the individual or entity identified as “Customer” on the signature page of this Agreement.

Customer Materials:  The term “Customer Materials” shall mean Customer information, Technology and Audiovisual Components, used in connection with Customer Web Site.

Customer Services:  The term “Customer Services” shall mean those services provided by Customer to Users through the Customer Web Site.

Customer Web Pages:  The term “Customer Web Pages” shall mean the “Customer Web Pages” as defined in the Development Agreement.

Customer Web Site:  The term “Customer Web Site” shall mean the Customer Web Pages as integrated with and implemented on the SellMoreAutos.com System which is assigned a Uniform Resource Locator and accessible by Users through the Internet.

Defect:  The term “Defect” shall mean programming, design or system errors which substantially impair the performance, utility and functionality of the Customer Web Site as represented in the Design Document.

Defect Notice:  The term “Defect Notice” shall mean that written notice from Customer to SellMoreAutos.com identifying Defects.

Design Document:  The term “Design Document” shall mean the “Design Document” as defined in the Development Agreement.

Developer: The term “Developer” shall mean the owner, authorized distributor, or licensee of the Materials.

Development Agreement:  The term “Development Agreement” shall mean that certain Web Page Development Agreement under which SellMoreAutos.com designs and develops Web Pages as requested by Customer and approved by SellMoreAutos.com.

Development Order:  The term “Development Order” shall mean the “Development Order” as defined in the Development Agreement.

Development Services:  The term “Development Services” shall mean the “Development Services” as defined in the Development Agreement.

Domain Name:  The term “Domain Name” shall mean that unique alphanumeric name by which a Web Page is known.

Documentation:  The term “Documentation” shall mean written materials describing the functions and utilities of the Customer Web Site.

Effective Date:  The term “Effective Date” shall mean the date this Agreement is signed by SellMoreAutos.com.

Event:  The term “Event” shall mean (i) SellMoreAutos.com receipt of notice from Registration Company, a third party or the Developer, challenging or opposing the Domain Name of the Customer Web Site or use and operation of the Customer Web Site; (ii) SellMoreAutos.com receipt of notice from a third party challenging the use of the Materials or the Content; or (iii) Customer nonpayment of an invoice.

First Order:  The term “First Order” shall mean the first Development Order executed by SellMoreAutos.com and Customer under the Development Agreement on or after the effective date of the Development Agreement.

Graphics:  The term “Graphics” shall mean graphics used in connection with the Customer Web Page, including (without limitations) illustrations, pictorials, animation, pictures, diagrams, representations, graphics, screen displays, letters, fonts, icons, flow-charts, and drawings.

Signing Date:  The term “Signing Date” shall mean the day next following the last day of the Acceptance Date for the Customer Web Pages under the First Order.

Hosting Fee:  The term “Hosting Fee” shall mean the fee invoiced by SellMoreAutos.com to Customer for Hosting Services as set forth in such invoice.

Hosting Services:  The term “Hosting Services” shall mean those certain services for storage of Customer Web Pages on the SellMoreAutos.com System and providing Users Internet access to such Customer Web Pages, as set forth under Article II.

Implement:  The term “Implement” and variants thereof (including, but not limited to, the terms “implementation”, “implementing”, and “implemented”) shall mean to load and make functional for user access and use.

Implementation Date:  The term “Implementation Date” shall mean the “Implementation Date” as defined in the Development Agreement.

Internet:  The term “Internet” shall mean that certain worldwide network of interconnected computer systems commonly referred to as the “Internet”, including the World Wide Web.

Link:  The term “Link” shall mean that certain text, icon or graphics in the Web Page (visible or invisible) that upon selection or search links or associates such Web Page to an off-screen or third-party document, text, image, sound, video or Web Page.

Login:  The term “Login” shall mean that certain login identification provided by SellMoreAutos.com to Customer for accessing the Customer Web Site as set forth in the Login Notice subject to the terms and conditions of this Agreement.

Login Notice:  The term “Login Notice” shall mean that certain written notice from SellMoreAutos.com to Customer for issuing a Login to Customer which specifies the Customer user-id and password for accessing the Customer Web Site and authorizes Customer to access the Customer Web Site for the purposes set forth in the Login Notice.

Maintenance Date:  The term “Maintenance Date” shall mean the date SellMoreAutos.com receives the Maintenance Fee from Customer.

Maintenance Fee:  The term “Maintenance Fee” shall mean the fee invoiced by SellMoreAutos.com to Customer for Maintenance Services as set forth in such invoice.

Maintenance Services:  The term “Maintenance Services” shall mean those certain defect resolution and Update Services in connection with the Customer Web Page as set forth in Article III of this Agreement.

Maintenance Term:  The term “Maintenance Term” shall mean a one year period of time starting on the Maintenance Date and renewing for consecutive one year periods of time, unless earlier terminated or canceled as provided under this Agreement.

Materials:  The term “Materials” shall mean third-party Technology and Audiovisual Components used by SellMoreAutos.com for support and maintenance of the Customer Web Site.

Nonpayment Notice:  The term “Nonpayment Notice” shall mean that written notice from SellMoreAutos.com to Customer alleging nonpayment under this Agreement and seeking to cancel this Agreement unless payment is rendered by Customer as provided hereunder.

Owner:  The term “Owner” shall mean the individual or entity who is the owner of the products or merchandise offered by Customer through the Customer Web Site or has the authority to promote, market and distribute the products offered by Customer through the Customer Web Site.

Proprietary Information:  The term “Proprietary Information” shall mean the Software, SellMoreAutos.com Materials and Documentation.

Reactivation Fee:  The term “Reactivation Fee” shall mean the fee invoiced by SellMoreAutos.com to Customer for reactivating the Customer Web Site for access by Users.

Registration Company:  The term “Registration Company” shall mean an entity that administers the registration and maintenance of Domain Names including (without limitation) Network Solutions, Inc.

Restatements:  The term “Restatements” shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, 18 U.S.C. §1839 and Section 1 of the Uniform Trade Secrets Act.

Services:  The term “Services” shall mean Hosting Services and Maintenance Services.

SellMoreAutos.com Legend:  The term “SellMoreAutos.com Legend” shall mean a written disclaimer and a written notice that credits SellMoreAutos.com or a Developer in connection with the Customer Web Pages and a Link to the SellMoreAutos.com Web Site, including (without limitation) the following statement: “Web Site Design by SellMoreAutos.com (2003) All Rights Reserved.  SellMoreAutos.com disclaims and user hereby waives all responsibility in connection with the product and the accuracy of the information and content offered through this Web Site.”

SellMoreAutos.com Materials:  The term “SellMoreAutos.com Materials” shall mean any and all Technology and Audiovisual Components developed and used by SellMoreAutos.com for support and maintenance of the Customer Web Site.

SellMoreAutos.com System:  The term  “SellMoreAutos.com System” shall mean that certain System used by SellMoreAutos.com.

Software:  The term “Software” shall mean the Coding developed by SellMoreAutos.com and the executable code for computer software developed by SellMoreAutos.com in connection with the Customer Web Site.

System:  The term “System” shall mean computer systems and communication equipment used for hosting Web Pages and providing Users access to such Web Pages through the Internet.

Technology: The term “Technology” shall mean (i) evaluation, technical, scientific, engineering, marketing, financial and business reports, plans, studies, diagrams, or flow charts; (ii) all forms and types of scientific, technical, economic, or engineering information; and (iii) patterns, plans, compilations, program devices, formulas, designs, prototypes, methodologies, techniques, ideas, solutions, concepts, processes, procedures, programs, codes, scripts, adaptations, derivative works, computers, hardware, networks, products, machines, compositions of matter, articles of manufacture, computer software, software libraries, documentation, databases, database designs, data models, screen displays, images, graphics, audiovisual works and sound recordings, whether tangible or intangible, and whether stored, compiled, or memorialized (without limitation) physically, electronically, graphically, photographically, or in writing.

Term:  The term “Term” shall mean a period of time starting on the Effective Date and renewing for consecutive one year periods of time as of the Signing Date (and each anniversary thereof), unless earlier terminated or canceled as provided under this Agreement.

Termination Fee:  The term “Termination Fee” shall mean that certain fee invoiced by SellMoreAutos.com to Customer for early termination by Customer of the Term as provided in Section 4.08 and as set forth in such invoice.

Termination Notice:  The term “Termination Notice” shall mean that written notice sent by one party to this Agreement to the other party to this Agreement seeking to terminate this Agreement.

Unauthorized Access:  The term “Unauthorized Access” shall mean any access to the SellMoreAutos.com System by Customer except for the exclusive purposes of using the Customer Web Site or maintaining, modifying and updating the Customer Web Site as set forth in the Login Notice (as the case may be).

Unauthorized User:  The term “Unauthorized User” shall mean any individual who accesses the Customer Web Site using the Login except for employees of Customer authorized by SellMoreAutos.com to access the Customer Web Site using the Login.

Uniform Resource Locator:  The term “Uniform Resource Locator” and the abbreviation “URL” shall mean the address of a Web Page or Web Site.

Update Services:  The term “Update Services” shall mean those certain services for updating and editing the Content and making cosmetic modifications to the Customer Web Pages as provided to Customer in connection with the Customer Web Site and as set forth in Section 3.02 (excluding Development Services and Upgrade Services).

Upgrade Services:  The term “Upgrade Services” shall mean Upgrade Services as defined in the Development Agreement.

Users:  The term “Users” shall mean individuals or entities (including Customer) accessing, or attempting to access, the Customer Web Site and the SellMoreAutos.com System through the Internet.

Video:  The term “Video” shall mean motion visuals used in connection with the Customer Web Page, including photographs, pictures, images, film, broadcasts, screen displays and videotapes.

Web Page:  The term “Web Page” shall mean that certain multimedia interactive product which is a compilation of data, information, computer software, Audiovisual Components, Coding and formatted for use on the Internet.

Web Site:  The term “Web Site” shall mean a Web Page as integrated with and implemented on the System which is assigned a Uniform Resource Locator and accessible by Users through the Internet.

World Wide Web:  The term “World Wide Web” shall mean that certain information storage system of the Internet which utilizes graphics, sound, data, files, Links and Web Pages.