AGREEMENT

THIS AGREEMENT, made this day by and between USBid Inc., a Delaware corporation (hereinafter referred to as "USBid") and Seller individually referred to as a "Party" and collectively referred to as the "Parties."

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Marketing.

1.1 USBid agrees to use its best efforts to promote and market the USBid website (http://www.usbid.com) ("USBid website") and the sale of goods on the website. Goods shall be displayed on the USBid website pursuant to the terms and conditions of this Agreement and transactions will be executed in accordance with this Agreement.

1.2 Seller agrees to abide by all of the terms and conditions as outlined in this Agreement.

1.3 Seller acknowledges and agrees that USBid has made no representation or warranty regarding the likelihood of success regarding the sale of any of its goods through the USBid website.

2. Payment Terms.

USBid will pay the seller for goods purchased by USBid within 30 days (net 30).

3. Ownership.

All right, title and interest in the USBid website in all languages, formats and media throughout the world, are and shall continue to be, the exclusive property of USBid. USBid has sole discretion to add or remove goods from the website for any reason whatsoever.

4. Obligations of Seller.

4.1 Seller agrees that it has legal title and is in physical possession of all goods offered by Seller through the USBid service at the time said goods are initially uploaded to USBid.

4.2 After Seller's initial inventory is listed at the USBid web site, Seller agrees to re-upload ("refresh") Seller's entire inventory at the following maximum interval, which is based on the USBid commerce model selected by the Seller prior to the initial inventory upload: Fixed Price or Exchange: seven (7) days, Auction: fourteen (14) days, Request for Quote (RFQ), twenty one (21) days. USBid strongly recommends daily inventory refreshing to maximize sales potential.

4.3 Seller agrees that all goods uploaded by USBid and designated for sale by USBid will be goods for which Seller will have legal title and will maintain physical possession for the duration of the listing period as specified by the Seller during the upload process, except if loss of such physical possession is due to an event of force majeure, as specified in paragraph 8.

4.4 Seller listing inventory in any USBid commerce model (Fixed Price, Exchange, Auction, or RFQ) agrees to provide a valid part number and the total available part quantity for each inventory item listed at the USBid web site. Additionally, Seller listing inventory in the Fixed Price or Auction commerce models agrees to provide a unit price for each inventory item listed at the USBid web site.

4.5 Seller may provide the following additional information for each line item uploaded to USBid: price per unit, date code, manufacturer, description, country of origin (where the stock is located), pack quantity, device package, lot package, minimum order quantity, and estimated delivery time (to USBid). USBid recommends that Seller provide all available additional information about each line item.

4.6 Seller agrees to notify USBid immediately if goods become unavailable, for any reason, by updating the information on the USBid website using the facilities provided.

4.7 Seller may email inventory files to inventory@usbid.com with the Seller ID Number and the Seller company name appearing in the "Subject" line of the email. The inventory file must be saved in one of the following file formats: .xls (Excel), .dbf, .txt (text), or .csv (comma separated values).

4.8 Seller will not list any parts that are pulls, refurbished, or in any other way "used" parts. Seller agrees to list only new, unused parts at USBid.com.

4.9 Seller agrees that USBid, at its discretion, may not upload any Seller inventory line item that does not meet USBid's current minimum order criteria.

4.10 For Sellers who have listed inventory in the Exchange commerce model: Seller agrees to monitor the SELLER EXCHANGE screen in the USBid site for offers for all inventory items Seller has listed in the Exchange commerce model. Seller agrees to respond to all offers for Exchange items within 4 hours of the offer being submitted, provided such offers are submitted during Seller's normal working hours. If Exchange offers are submitted to Seller during Seller's non-working hours, Seller agrees to respond to such offers no more than four (4) hours after the start of Seller's normal work day.

4.11 If Seller rejects an offer for an inventory item listed in the Exchange commerce model, Seller agrees to select a reason for the rejection from the menu on the SELLER EXCHANGE screen. This information is included in the rejection response to Buyer.

4.12 Upon acceptance of an offer by either the Seller or the Buyer, USBid will contact both Parties to confirm and finalize the transaction. At that time, Seller agrees to confirm that the purchased parts are still available.

5. Disqualification of Buyer by Seller.

The United States Departments of State and Commerce maintain lists of companies and nations that are prohibited from purchasing or receiving various types of export products from US companies. USBid shall notify all Buyers that all sales shall only be approved and made final if the Buyers are not barred from conducting export business with US companies.

6. Disclaimer of Warranty.

6.1 NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. SELLER ACKNOWLEDGES THAT PART OF THE SERVICE ORIGINATES FROM THIRD PARTIES. USBID DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE, WITH RESPECT TO THE USE OF THE SERVICE PROVIDED BY USBID OR THE RESULTS FROM SUCH USE OR ANY OTHER ELEMENT IN THE SERVICE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE IS ASSUMED BY THE SELLER.

6.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY, ITS AGENTS OR ITS EMPLOYEES SHALL CREATE A WARRANTY AND NEITHER PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE UNLESS EXPRESSLY STATED IN AN AMENDMENT TO THIS AGREEMENT AND SIGNED BY AN OFFICER OF THE RESPECTIVE PARTY.

6.3 NEITHER USBID NOR SELLER, NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFIT, LOSS OF USE, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR THE EQUIPMENT, WHETHER OR NOT FORESEEABLE TO USBID OR SELLER OR THEIR RESPECTIVE AFFILIATES.

6.4 Seller agrees to defend, hold harmless and indemnify USBid, its affiliates and agents, against liabilities, claims, damages, losses, obligations or demands of any person arising from the Seller's inventory that is the subject of the performance of services by USBid on behalf of Seller in accordance with this Agreement. The foregoing obligation is expressly conditioned, and subject to, the following: (1) Seller shall not be responsible to the extent of breach of this Agreement by USBid or negligence or willful misconduct by USBid in the performance of its services and such breach, negligence or misconduct is directly related to the claim hereunder; (2) USBid and any indemnitee must provide prompt written notice of any claim to Seller; (3) Seller shall have sole control over the defense or settlement of any such claims; (4) in the event of intellectual property claims, Seller shall have the right to obtain a license or provide equivalent replacement product for any infringing inventory item at its sole option.

7. Terms.

7.1 Shipping terms shall be FOB Seller's designated location as required pursuant to the then current USBid Transaction Rules. Seller prices do not include transportation costs, or applicable sales, use or other taxes (including, but not limited to tariffs and duties). USBid must pre-approve all transportation arrangements, including the selected carrier, prior to shipment.

7.2 USBid shall pay Seller on a net thirty (30) days from date of shipment.

7.3 USBid shall be responsible, at its own risk and expense, for any necessary export license or permit and any other approval or documentation that may be required for or in connection with the export of any products.

8. Force Majeure.

Neither Party, its affiliates or agents shall be liable or deemed to be in default for delays, failure in performance or loss resulting directly or indirectly from any cause or circumstance beyond its reasonable control including, but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, fire, flood, hurricane, accidents, strikes or labor shortages, shortages of transportation facilities, failures in software programs, delays or interruptions due to electronic or mechanical equipment failures, failure of telephone or other interconnect problems, to defects or to the elements, or other causes or conditions over which either Party, its affiliates and its agent does not have direct control.

9. Limitation of Claims.

No claims, regardless of form, which in any way arises out of this Agreement or the use of, or inability to use the services described herein, may be made, nor action based upon such claim brought, by either Party, more than one year after the cause of action has occurred.

10. Enforceability.

10.1 If any provision of this Agreement shall be found unenforceable as worded or in violation of any applicable law, then that provision shall be amended so as to be legally enforceable. If the latter is not possible, then the unenforceable or violative provision or provisions shall be canceled and the remainder of this Agreement shall remain in force.

10.2 In the event of a legal proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to recovery of reasonable attorney's fees in addition to any other right or remedy provided at law or in equity.

11. Governing Law; Venue.

This Agreement shall be construed and governed by the laws of the State of Florida. The venue of any legal proceeding related to this Agreement shall be Circuit Court in and for Brevard County, Florida, or the United States District Court in and for the Middle District of Florida. The Parties hereby agree to that such named courts have subject matter jurisdiction over such matters and to submit themselves to the personal jurisdiction of the aforementioned courts.

12. Entire Agreement.

Notwithstanding anything contained herein to the contrary, this Agreement contains the entire agreement of the parties with respect to the subject matter set forth herein. This Agreement contains the exclusive terms by which the Parties intend to conduct business related to the matters contained herein and no other terms, written or oral, whether in addition or contrary to those set forth herein, and whether contained in any document utilized by one of the Parties shall be enforceable.

Thank You from all of us at USBid!


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