(THIS BOX FOR OFFICE USE ONLY)
                                                                                                                           SALES AGENT NAME                  INITIALS/DATE

                                                                                                                           TERMINAL TYPE        TID             RID

LEGAL NAME OF BUSINESS                                                                             BUSINESS PHONE NO.                          BUSINESS FAX NO.

DBA (Doing Business As)                                                                       FEDRAL TAX I.D. NUMBER

BUSINESS STREET ADDRESS                                                                CITY                                              STATE              ZIP CODE

TYPE OF BUSINESS                                                                       SELLER’S PERMIT #                                                YEARS IN BUSINESS

GUARANTOR NAME                                                   TITLE                           % OWNERSHIP       DATE OF BIRTH                 SOCIAL SECURITY NO.

HOME STREET ADDRESS                                                                              CITY              STATE                         ZIP CODE


BANK NAME                                                                                                              BANK PHONE NO.

ABA ROUTING NO. (9 Digits)                                                                ACCOUNT NO.

AUTHORIZED SIGNATURE X                                                                                          DATE

THIS DIRECT MERCHANT AGREEMENT ("Agreement") is                                                 4. Credit Application. An investigative, commercial and/or
made and effective this ______________________between                                           consumer credit check may be made in connection with this
Profit- Spot.Com ("Profit Spot") and                                                            Agreement. Any amount of credit, if any, provided to Merchant
( Merchant) located at                                                                          shall be at Profit Spot's sole discretion. Profit Spot may contact
                                                                                                the trade and bank references listed on Exhibit C and Merchant
                                                                                                acknowledges failure to provide all required information to
NOW, THEREFORE, in consideration of the mutual covenants and                                    Profit Spot my result in a delayed credit approval or a decline
promises herein set forth, and other good and valuable consideration the                        on the basis of insufficient information on which to base a
receipt and sufficiency of which are hereby acknowledged, the parties                           credit approval.
hereto agree as follows.

1.    Commencement. This Agreement shall be effective as of the date                             5.Terminal Rental.
     this Agreement is signed by both parties (the "Effective Date") and
     the sale of Profit Spot Products hereunder shall commence on                                5.1 Merchant acknowledges that the OMNI 3750 or similar device (the
     completion of the following:                                                                "Terminal") and all parts thereof will remain property of Profit Spot
     (a)      Installation and testing of the Terminal(.s) to Profit Spot's                      at all times and such possession shall be in a fiduciary capacity.
              reasonable satisfaction;                                                           5.2Without prejudice to any other remedy, Profit Spot shall be entitled to
     (b)      Completion of ACH Agreement attached hereto as Exhibit B                           charge the Merchant for the cost of any Terminal that has to be
              and Profit Spot's ability to ACH debit such designated bank                        repaired or replaced due to the fault of Merchant
              account.                                                                           5.3 Incase if the merchant fails to return the terminal when demanded by
     (c)     Completion of Exhibit C hereto and the credit checks being                          profit spot merchant authorizes the company to ach $375 towards the
             completed to Profit Spot's reasonable satisfaction.                                 cost of the terminal or try to collect the amount by any means deemed
2.    Term. Subject to the terms herein, this Agreement will continue in
     effect for a period of two years from the Effective Date (the                               Personal Guaranty: The undersigned unconditionally guarantees Profit-
     "Initial Term"), and shall continue thereafter for consecutive one (1)                      Spot , the prompt payment when due of all monies owing Profit-Spot, for
     year. Merchant may cancel the services anytime after 30 days written                        equipment, services or products sold. The undersigned agrees to pay all
     notice.                                                                                     attorney fees and other expenses incurred by reason of merchant default.
                                                                                                 The undersigns consents to any extensions of time or modification in the
3.   Settlement                                                                                  amount of payment to and to release and/or compromise of any
3.1. Commission. The Merchant shall be entitled to receive a                                     obligations of Profit Spot or any obligors or guarantors without in any
    commission from Profit Spot at the Commission Rate (as                                       way releasing the undersigned from its obligations hereunder. This is a
    furtherdescribed on Exhibit A) on the sales of Profit Spot                                   continuing guaranty.
    Products ("Commission"), except for permitted deductions and
    Profit Spot Product sales that are cancelled, if permitted.                                  Agent. Profit Spot acts as an agent of the providers for the sale of
3.2. Commission Payment. Profit Spot agrees to pay Merchant the                                  Profit Spot Products pursuant to provider agreements and the parties
    Commission, which shall be paid directly to Merchant via Merchant
                                                                                                 acknowledge that Profit Spot is not purchasing Profit Spot Products from
    retaining such portion at the time Profit Spot ACH debits Merchant's
                                                                                                 the providers for sale, but facilitating the direct sale of such
    account. The Commission shall equal an amount determined by
                                                                                                 providers' products to customers.
    multiplying the discount rate for the applicable product on Exhibit
    A by the total retail value of the related Profit Spot Product sold by
    Merchant in such period (not including taxes).                                               Limitation of Liability. In no event shall either party be liable for
3.3. Merchant NSF. In the event that a declined ACH attempt for non-                             any special, indirect, incidental or consequential damages, lost profits
    sufficient funds ("NSF") occurs, Profit Spot shall immediately notify                        or interests whatsoever, including without limitation those arising
    Merchant by email/ phone of such NSF and stop                                                from the services provided hereunder or any breach of the terms and
    dispensing Profit Spot Products. Provided Profit Spot obtains                                conditions of this Agreement, even if advised of the possibility of
    payment for such NSF transaction, Profit Spot may resume dispensing                          such damages. PROFIT SPOT MAKES NO WARRANTIES OF
    Profit Spot products after confirming the payment for any dues..                             ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO
3.4. Late Payments. If the appropriate amount collected by ACH debit                             ANY SERVICES OR GOODS PROVIDED UNDER THIS
    is not received by Profit Spot or subsequently fails, the Merchant will                      AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY
    required to pay an NSF charge of thirty dollars ($30.00), and/or                             IMPLIED WARRANTY OF MERCHANTABILITY OR
    interest on the overdue balance at the rate of two percent (2%) over                         FITNESS FOR A PARTICULAR PURPOSE. The amount of any
    the prime rate, from the due date for payment until the date of actual                       liability of either party or any third party for one or more claims
    payment in full, whichever is greater. The NSF charge will increase                          arising from or related to this Agreement, shall not exceed the value
    to fifty dollars ($50.00) for more than 3 ACH failures in any twelve                         of the Terminal, which the parties hereto agree is a reasonable
    (12) month period.                                                                           estimate of the total direct loss likely to be suffered for a breach of
3.5. Set-off. The Merchant shall not in any circumstances have or                                this Agreement. The limitation of liability shall not apply to a willful
     exercise any right of set-off, but shall make all payment due to                            or deliberate breach, a breach consisting of or arising out of any act of
     Profit Spot without any deduction other than those deductions                               dishonesty or any failure to make timely payment of any sum due
     or adjustments authorized by Profit Spot.                                                   herein.

                                                                              ACH Agreement

            ACH Agreement ("Agreement") is between Profit Spot. ("Company"), PaySpot ( Provider) and "Merchant" listed below. To accommodate electronic
            access for settlement of sales of Profit Spot products and services, the undersigned Merchant does hereby authorize and instruct Company to
            access Merchant's designated depository account and to initiate credit and/or debit entries by bankwire, payment order or Automated Clearing
            House ("ACH") transfer. This authorization is without respect to the source of any funds in the depository account, and this authority shall remain in
            full force and effect until Profit Spot has received written notification from Merchant of its termination in such time and in such manner as to afford
            Profit Spot and Depository a reasonable opportunity to act on it. Your signature acknowledges that you are authorized to execute this Agreement,
            are a signatory on the attached business check and have read and understand all information contained herein, the terms and conditions and any
            addenda, amendments, or attachments, all of which are incorporated into this Agreement.

                     Merchant Name:

                     By:   X


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