AUTHORIZED REPRESENTATIVE AGREEMENT

ESHIPGLOBAL, Inc. ("ESHIPGLOBAL.COM") with offices at , , , , , and Representative _____________________________ ("REPRESENTATIVE") at _____________________________ agree that the following terms and conditions shall govern the sale of ESHIPGLOBAL.COM services. REPRESENTATIVE is not an employee of ESHIPGLOBAL.COM, and REPRESENTATIVE has no authority or permission to perform on behalf of ESHIPGLOBAL.COM except where expressively allowed in this agreement.

Territory

Territory is defined as the specific geographical region(s) designated by United States Postal Service Zip Codes listed in Addendum 1 of this Agreement. REPRESENTATIVE receives sales Volume Credit for all transactions that originate within the Territory. REPRESENTATIVE has sole rights to Commissions Paid on revenue resulting from transactions that originate within the Territory, with the following exceptions:

1. REPRESENTATIVE has agreed to an alternate Commissions Schedule for the ESHIPGLOBAL.COM customer originating the transaction.

2. An employee of ESHIPGLOBAL.COM is due commission based on their employment agreement with ESHIPGLOGAL. In this case, if the Representative's Commission Rate is higher than the rate being paid to the employee of ESHIPGLOBAL.COM, then the REPRESENTATIVE receives Commission Payments equal to the Representative's Commission Payment on that customer's transactions less the Commission Payment paid to the employee of ESHIPGLOBAL.COM.

Authorized Representative Agreement

ESHIPGLOBAL.COM, Inc with offices at , , , , and REPRESENTATIVE, agrees that the following terms and conditions shall govern the sale of ESHIPGLOBAL.COM Services. For the purposes of this agreement, ESHIPGLOBAL.COM Services shall refer to hosting a customer's information on a ESHIPGLOBAL.COM server such that it may be accessed through the internet, including the provision of equipment, facilities, hardware and software to facilitate the installation, operation and maintenance of the ESHIPGLOBAL.COM server.

Authority of Representative

Authorization

ESHIPGLOBAL.COM hereby authorizes Representative to demonstrate, market, distribute and solicit orders for ESHIPGLOBAL.COM Services, pursuant to a ESHIPGLOBAL.COM standard service agreement in the form approved by ESHIPGLOBAL.COM, on a semi-exclusive basis, subject to all the terms and conditions of this Agreement. All orders for ESHIPGLOBAL.COM Services must be approved and accepted by ESHIPGLOBAL.COM by the placement of the signature of an authorized ESHIPGLOBAL.COM representative thereon to be effective. In addition, Representative shall not use in its marketing efforts any materials or make any warranties or representations regarding ESHIPGLOBAL.COM Services or ESHIPGLOBAL.COM that are misleading or inaccurate, or otherwise not in accordance with ESHIPGLOBAL.COM specifications.

Use of Trademarks/Trade Name

During the term of this Agreement, ESHIPGLOBAL.COM grants to Representative a non-exclusive, non-transferable license to use ESHIPGLOBAL.COM trademarks, trade names, copyrighted material, service marks and logos (referred to collectively as "Marks") in connection with Representative's sales advertisements and promotions of ESHIPGLOBAL.COM services. Representative agrees to use the Marks only in a manner consistent with ESHIPGLOBAL.COM guidelines. Upon termination of the Agreement, Representative shall cease to use any such Marks and shall remove any reference to ESHIPGLOBAL.COM from its advertising and promotional material.

2. Responsibilities of Representative

2.1. Sale of ESHIPGLOBAL.COM Services

Representative agrees to use its organization and its reasonable best efforts to sell or refer ESHIPGLOBAL.COM Services and to help customers select the appropriate ESHIPGLOBAL.COM Web Server products and services

2.2. Customer Prices and Web Site Products

Prices to be paid by customer for ESHIPGLOBAL.COM Services ordered pursuant to this Agreement must be in accordance with ESHIPGLOBAL.COM then current published and offered pricing.

3. Responsibilities of ESHIPGLOBAL.COM

3.1. Support Services

An ESHIPGLOBAL.COM Account Manager will be available to assist Representative with proposal development, sales visits, server sales training and other support as needed. An ESHIPGLOBAL.COM Internal Representative located at the ESHIPGLOBAL.COM headquarters in Irving, TX, will be available to support Representatives ESHIPGLOBAL.COM server sales needs Lead Referral - ESHIPGLOBAL.COM will distribute a list of its Representatives to prospective customers of ESHIPGLOBAL.COM.com Services who inquire directly with ESHIPGLOBAL.COM may include on this list any or all Representatives at any time at its sole discretion.

4. Referrals for Other ESHIPGLOBAL.COM Services

Representative is encouraged to refer its customers requiring other services, including but not limited to, web site design, graphic design, merchant account setup and programming services. REPRESENTATIVE understands that the sales of these services are not eligible for commission to be paid to the REPRESENTATIVE.

5. Billing and Payment Terms

5.1. Customer Billing

ESHIPGLOBAL.COM will be responsible for customer billing and customer support for ESHIPGLOBAL.COM Services and shall be entitled to all revenues deriving therefrom.

5.2. Representative Commission

ESHIPGLOBAL.COM shall pay REPRESENTATIVE for approved sales of services a commission described in appendix A of the total cost of such services.

5.3. Withheld Payment

ESHIPGLOBAL.COM reserves the right to withhold commission payment to Representative for any accounts not paid in full at the time the Representatives commission payment is due.

5.4. Offsets

ESHIPGLOBAL.COM may offset any amounts owed to ESHIPGLOBAL.COM by Representative with any commission amounts owed to Representative by ESHIPGLOBAL.COM only commission on such as outstanding.

6. Default

ESHIPGLOBAL.COM shall have the unqualified right to withhold ESHIPGLOBAL.COM Services if any payments due to ESHIPGLOBAL.COM by a customer or by Representative are delinquent or if a customer or Representative is otherwise in breach of the terms of the customer agreement or this Agreement, as applicable.

7. Term

This Agreement shall be in full force and effect until cancelled by either party in writing unless terminated pursuant to Section 9 hereof, but, not on accounts signed by representative. They shall continue to be paid on such accounts.

8. Services Changes

ESHIPGLOBAL.COM reserves the right to modify, alter, improve, delete or change any and all ESHIPGLOBAL.COM Services covered by this Agreement. However, this Agreement will cover the sales of ESHIPGLOBAL.COM Services as they may be modified, altered, improved or changed.

9. Termination

This Agreement may be terminated immediately for cause by either party as permitted by applicable law in the event the other party fails to perform any of its obligations under the terms of this Agreement so as to be in default hereunder and fails to cure such default within 30 days of written notice thereof. Neither the termination of this Agreement, nor the waiver of any right to termination under this Agreement, shall limit any other remedies which ESHIPGLOBAL.COM or Representative may have for a default or breach of this Agreement or any provision thereof. Within 30 days of termination of this Agreement for any reason, the parties must settle any outstanding account balances between them.

10. Confidential Information

Each party acknowledges that, during the term of this Agreement, it will be provided with confidential information relating to the other party's business (including terms of this agreement), including but not limited to, its customers, marketing plans and budgets, pricing policies, suppliers, service and capabilities, employee names or other trade secrets. Each party agrees not to use such confidential information for any purpose not related to this Agreement and not to disclose such confidential information to any third party unless authorized in advance by the other party in writing or required by Order of the Court or regulatory agency of competent jurisdiction with notice of same being given to the other party.

11. Warranty

ESHIPGLOBAL.COM MAKES NO WARRANTY, EXPRESS OR IMPLIED, FOR ESHIPGLOBAL.COM SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Liability

12.1 Limitation on Liability

ESHIPGLOBAL.COM will not be responsible for any damages to Representative, any customer claims, or claims against a customer by any third party, including but not limited to, (I) any violation of patent or trademark law by Representative, customer or other third party through the use of ESHIPGLOBAL.COM Services or otherwise, (ii) (a) lost commissions or other revenue, or (b) other claims, based on the results to be achieved under this Agreement, delays, non-deliveries, wrong deliveries, all interruptions to ESHIPGLOBAL.COM Services, unauthorized access, theft or destruction of Representative's or customer's data caused by the acts and omissions of ESHIPGLOBAL.COM and its employees, of a customer, of Representative, or of any other third party, or (iii) claims based on services provided by Representative to customer, including but not limited to, the content and development of a customer's Web site and the management, operation or installation of any of Representative's products or services. Notwithstanding anything to the contrary in this Agreement or the Exhibits or Appendices hereto, in no event will either party be liable to the other party for special, indirect or consequential damages, under any theory of recovery.

12.2 Limitations on Cause of Action

The Parties agree that any suit or other legal action or any arbitration relating in any way to this Agreement or to Services must be filed or officially commenced by Party making a claim no later than 1 year alter the cause of the claim first arises.

13. Compliance with the Law

Representative and ESHIPGLOBAL.COM shall comply with all applicable laws, statutes, and regulations relating to the performance of their respective duties and obligations under this agreement. Representative agrees not to sell any of the Services in any country or territory in which such sale is prohibited.

14. General

14.1 Assignment

Neither party may transfer, assign or sell this Agreement without the prior written consent of either party.

14.2 Notices Unless otherwise expressly provided for, all notices, requests, demands, consents or other communications required pertaining to this agreement must be in writing and must be delivered personally or sent by certified or registered mail postage paid and return receipt requested) to the other party to the address first set forth herein (or To any other address given by either party in writing). In case of mailing, the effective date of delivery of any notice, demand, or consent shall be considered to be 5 days after proper mailing.

14.3 Waiver and Amendment

No waiver, amendment, or modification of this Agreement shall be effective unless in writing and signed by the Party in exercising any right, power or remedy under this Agreement, shall operate as a waiver of the right, power or remedy.

14.4 No Third Party Rights

This Agreement is not for the benefit of any third party and shall not be deemed to grant any right or remedy to any third party, whether or not referred to in this Agreement

14.6 Severability

If any provision(s) of this Agreement is finally held by a court or arbitration panel of competent jurisdiction to be unlawful, the remaining provisions of this Agreement shall remain in full force and effect to the extent that the intent of the Parties can be enforced.

14.7 Governing Law and Forum

The validity, construction, and performance of this Agreement are governed by the laws of Texas. Representative agrees that this Agreement is considered to be entered into in Texas. The Parties consent to personal jurisdiction in Texas with respect to any arbitration or suit brought relating to this agreement. The Parties waive all objections to venue to the extent permitted by law.

14.8 Relationship of the Parties

This Agreement does not constitute a partnership agreement, nor does it create a joint venture between the parties.

14.9 Entire Agreement

This Agreement including all appendices, constitutes the complete and final agreement between the Parties, and supersedes all prior negotiations and agreements between the Parties concerning its subject matter. This Agreement may be executed in counterparts, all of which, when taken together, shall constitute one original Agreement.

Representative:	eShipGlobal, Inc:
_____________________________________	_____________________________________
Signature	Signature
_____________________________________	_____________________________________
Name	Name
_____________________________________	_____________________________________
Title	Title
_____________________________________	_____________________________________
Date	Date
_____________________________________	_____________________________________
Address	Address
_____________________________________	_____________________________________
Federal Identification Number or Social Security Number	Federal Identification Number or Social Security Number

Please fax to our office at 972-518-1765 in order for us to complete your registration.