Masterpiece Communications

February 3, 2005 ::

Masterpiece Communications signs deal to Distribute Prepaid Cellular Phones Nationally. This will be a very huge growth market due to the alternative choice it will offer traditional Cellular Customers as well as those with credit challenges.

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January 21, 2004 ::

Payroll cards put pay in payday. A boon for some workers, cards are not without problems.

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December 18, 2003 ::

For the first time electronic payments have surpassed cash and checks as consumers' preferred payment method for in-store purchases. A new study, released this week, has found that cash and checks now account for only 47% of consumers' in-store purchases...

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MASTERPIECE COMMUNICATIONS INDEPENDENT CONTRACTOR'S AGREEMENT This (this "Agreement") is made and entered into as of the day submitted, by and between MASTERPIECE COMMUNICATIONS LLC. a New Jersey limited liability company (the "The Company") and the above name located at the address listed above. herein referred to as ("Independent Contractor or IC"). R E C I T A L S A. The Company is a duly authorized distributor and is in the business of marketing programs and selling Prepaid Phones, Stored Value Cards or Bank Cards (the "Cards") and other Products , to Retail Stores (The "Services"). Independent Contractor has the right to distribute Products throughout various retail locations (collectively, the retail locations where IC has or may have such business relationships are referred to as the "Stores") in the continental United States. C. The Company desires that IC market the Prepaid Phones through its relationship with the owners of the Stores, and IC has agreed to market Products to the Stores on an non-exclusive basis. D. In accordance with the terms and conditions of this Agreement, IC desires to distribute Prepaid Phone Products from the Company from time to time and to market other products throughout the Stores to individual and business customers (collectively, "Customers"). NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and intending to be legally bound by this Agreement, the Company and IC agree as follows: 1. Relationship (a) The Company hereby appoints IC as the non-exclusive distributor within the context of this agreement. (b) IC shall be an independent contractor for all purposes under this Agreement. This Agreement does not create an employment agreement, joint venture or partnership between the parties hereto, and neither party has any right nor any authority to act on behalf of the other beyond that expressly granted herein. IC shall conduct its business at its own initiative, responsibility and expense. (c) During the term of this Agreement and thereafter, the Company reserves the right, without obligation or liability to IC for payment of compensation or otherwise, to market and sell the Prepaid Phones and other Products or the Services, whether through its own representatives, through other independent representative(s) or otherwise. (b) Provided that IC is otherwise in compliance with this Agreement, the Company will use its commercially reasonable efforts to deliver the Prepaid Phones and other products covered by a purchase order to IC's Accounts within Ten (10) business days after receipt of such purchase order. (b) Furthermore, IC will be entitled to an ongoing Residual commission on any Pins sold to a consumer and activated by the consumer for personal use. IC will continue to receive Residual commissions from Pins sold until the Pin becomes expired or dormant. Residual commissions will be paid by Company off Prepaid Pins Sold on the 1st and the 15th of the month for the previous months transaction. "Residual Commissions" will be calculated as set forth in Exhibit A. (c) The pricing for the Services accessed through the Pins will be subject to change by the Company from time to time upon five (5) business days' prior notice to IC. In the event of a price increase or drop, residual income for the IC will remain proportionate as a percentage regardless of pricing per Exhibit B. However, no notice is required to IC in the event that the price increase occurs as a result of additional government mandated taxes, tariffs, or any other additional fees imposed by any and all state, local or federal government, and shall be effective immediately without notice to IC. Any price modification with respect to an application of Pins shall apply to all Pins of such application, including Pins that have been sold to end-users. 4. Term and Termination (a) This Agreement shall become effective as of the Effective Date, shall continue in effect for an initial term ending Three (1) Years from the Effective Date, and shall automatically renew and maintain in effect until terminated, at the mutual discretion of the Company and the IC, upon thirty (30) days' prior written notice. (b) Either party may terminate this Agreement without the prior written notice (i) if the other party becomes insolvent, makes an assignment for the benefit of creditors or files a petition for reorganization under bankruptcy law; (ii) if a petition in bankruptcy is filed by or against the other party and not dismissed within sixty (60) days thereafter; or (iii) if the other party is in breach of a material term or provision of this Agreement and such material breach or default is not cured within ten (10) days after the other party receives written notice of such breach or default. Any such termination shall not affect or cancel any of the other duties or obligations of the ties hereto under this Agreement. (c) On termination of this Agreement by either party for any reason whatsoever, IC shall promptly cease marketing, distributing or selling any Products that were ordered from the Company. (d) IC further agrees that on termination of this Agreement by either party for any reason whatsoever, IC shall discontinue the use of the Company's trade names, trademarks, labels, copyrights and other advertising media. (e) Notwithstanding any termination of this Agreement, the Company will continue to provide the Services set forth herein with respect to Products that already have been sold by IC to unaffiliated third parties. In such event, IC shall provide substantiation to the Company that such Products have been sold to unaffiliated third parties. Funds previously credited to a customers Account, and not previously accessed by Customer shall continue to be available to the Customer. 5. IC's Responsibilities: IC agrees to: (a) Use its best efforts to aggressively market the Products and other Services throughout the continental United States. (b) Use its reasonable efforts to promote the sale of Products and other services to the Stores and Customers. (c) Maintain documents and records relating to the sales of Products to Customers for a period of not less than twelve (12) months or such other longer period as may be required by applicable law, rule or regulation, and produce such documents, with the exception of customer lists, within a reasonable period of time upon request of the Company. (f) Support, promote and participate in any the Company sales and marketing programs for Products and other products, and use only promotional and marketing materials as may be provided by the Company from time to time. (g) Operate its business in a reputable manner, in compliance with all applicable laws, and refrain from any conduct that would disparage the reputation of the Company or subject the Company to any liability to any third party. (i) Cooperate in good faith with the Company in the resolution of any complaints relating to the Products. (j) Upon the Termination of this Agreement IC agrees not to compete with Company by working directly or independently with any of Companies Vendors that IC will have privy to while working for the Company and after the Termination of this agreement for at least two (2) years . (k) All Ads for recruiting Representatives and IC's for the Company will be the exclusive responsibility of the Company and at no time shall IC place ADS without the express written consent of the Company. 6. Company's Responsibilities (b) The Company and its program sponsor will use reasonable efforts to maintain its network quality in a manner consistent with other similar providers of Services and in accordance with sound business practices. (c) The Company will prepare, in its discretion and from time to time, for use by IC, advertising and promotional materials regarding the Products and all other products. All printed material and other advertising and promotional materials relating to the Company or the Products and other products must, before release, be approved in writing by the Company. The Company shall, at its discretion, use commercially reasonable efforts to market and promote the sale of Products. (d) The Company will cooperate in good faith with IC in the resolution of any complaints relating to the Products and other products. (f) The Company will provide association approved content for TV and infomercial advertising for the products offered by the IC. (b) IC agrees that upon termination of the Agreement by either party for any reason whatsoever, IC shall immediately discontinue the use of any Third Party Intellectual Property and the Company Intellectual Property and any and all materials relating thereto, including, but not limited to, any printed matter, printing blocks, advertising materials, name plates, business card, catalogs, price lists, signs, displays and similar materials that bear the name of the Company or its logo; and, in the event of failure to do so, the Company may itself remove such articles at IC's expense. (c) IC shall immediately report to the Company any infringement by third parties of such Third Party Intellectual Property and the Company Intellectual Property whenever any such infringement shall become known to IC and shall cooperate fully with the Company in any claim relating to or arising from such infringement. IC agrees that it will not obliterate, remove, conceal or modify any proprietary mark of the Company or any third party appearing on the Products nor will it append any additional marks thereto without the prior written consent of the Company. 8. Confidential Information (a) The parties understand and agree that the terms and conditions of this Agreement, all documents referenced herein, and communications between the parties regarding this Agreement or the Services described herein and Customer and account information (collectively "Confidential Information") are confidential as between IC and the Company. (b) A party shall not disclose Confidential Information unless subject to discovery or disclosure pursuant to a law, rule, regulation or legal process, or to any other party other than the directors, officers and employees of a party or distributors of a party including their respective investment bankers, lenders, lawyers, accountants, insurance carriers or prospective purchasers who have agreed not to disclose such Confidential Information. Violation by a party or its distributors of the foregoing provisions shall entitle the non-disclosing party, at its option, to obtain injunctive relief without a showing of irreparable harm or injury and without bond. (e) After the expiration of this Agreement or the termination of this Agreement by either party for any reason, upon request of a party, the other party shall return to the requesting party any physical or written records containing Confidential Information of the requesting party then in its possession. 9. Indemnification (a) IC here by indemnifies and holds MPC and its' program sponsor(s) harmless from any claim, loss, liability, action, cause of action, cost expense, including but not limited to reasonable attorneys' fees and payments pursuant to settlements, arising out of, resulting from, or relating to any breach of this Agreement by IC or failure to comply with the terms hereof, any claim for unpaid Funds or underpayment of Funds or stop payment of Funds or any dispute between IC and Customer or any third party regarding same and including, but not limited to, any governmental agency having enforcement power with respect to the Funds, and any act or omission to act of IC or any employee or agent of the IC that results, directly or indirectly, in the payment or distribution of Funds to any person, real or fictitious, not entitled to all, or any part of such Funds or that result in an inaccurate, incorrect, untimely, improper or failed automatic clearing house fund transfer in connection with the Funds. (b) IC agrees to indemnify and hold the Company harmless from any and all claims, actions, damages, expenses and other liabilities, including reasonable attorneys' fees and costs of litigation, resulting from: (i) IC (or its employees', agents' or independent contractors') acts, omissions or misrepresentations in violation of this Agreement; and (ii) claims by third parties that any Products or PINs, whether or not activated, have been lost, stolen or fraudulently issued or uses. (c) The Company agrees to indemnify and hold IC harmless from any and all claims, actions, damages, expenses and other liabilities, including reasonable attorneys' fees and the costs of litigation, resulting from the Company's acts, omissions or misrepresentations in violation of this Agreement. 10. Limited Liability (a) IN NO EVENT WILL A PARTY'S PERFORMANCE OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER RESULT IN SUCH PARTY'S LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF CUSTOMERS OR CLIENTS, OR LOSS OF GOODWILL, WHETHER BASED ON ANY THEORY, TORT, BREACH OF CONTRACT OR STATUTE OR WHETHER AT LAW OR IN EQUITY. (b) Subject to any other monetary liability or damages. This obligation is exclusive and is in lieu of all other warranties, express or implied, including, but not limited to, any warranty of merchantability or fitness for a particular purpose. (c) Following the shipment of the Products to IC or it's Accounts by the Company, the Company shall have no liability to IC, any user of a Card, or any third party for any claims that a Card or PIN, whether or not the Card has been lost, stolen or fraudulently used. 12. General Provisions (a) Assignment. IC may not assign this Agreement in whole or in part without the prior written consent of the Company, which may be given or withheld in the sole discretion of the Company; provided, that IC may enter into agreements to market and sell the Products. (b) Amendment. This Agreement can be modified only by a written amendment signed by IC and the Company and shall not be modified or supplemented by any course of dealing or trade usage. (c) Force Majeure. Neither party shall be liable for any delay or failure in performance of any part of this Agreement because of circumstances beyond its control such as acts of God, acts of civil or military authorities, cable cuts, embargoes, epidemics, war, terrorist acts, riots, insurrections, fire, explosions, earthquakes, nuclear accidents, floods, or other major environmental disturbances, power blackouts, strikes, or from any other cause of whatsoever kind arising without its actual fault; provided, however, that nothing in this Section 13(c) shall be construed to excuse a party from failure to pay on time any monies due and owing hereunder. (d) Choice of Law; Forum Selection. This Agreement is governed by the laws of the State of New Jersey without regard to choice of law principles. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY ONLY BE BROUGHT IN THE COURTS OF THE STATE OF NEW JERSEY. (e) Agency Orders. All obligations under this Agreement shall be subject to legislation and to valid and applicable government agency orders, regulations, tariff provisions, and decisions and orders of courts of competent jurisdiction. (f) Severability. Both parties agree that it is not the intention of either party to violate public policy, state or federal statutory or common laws, and that if any sentence, paragraph, clause or combination thereof in this Agreement is in violation of the same, such paragraph, clause or sentence, or combination of the same shall be inoperative, and the remainder of this Agreement shall remain binding upon the parties hereto. (g) Authority. Each party represents and warrants that it has the requisite corporate power and authority to enter into this Agreement and undertake its obligations hereunder, and that this Agreement has been executed and delivered by it's duly authorized officer, and is the binding obligation of such party enforceable in accordance with its terms. (h) Notice. All notices, requests, or other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered (i) in person or deposited in the United States Mail, certified or registered, return receipt requested; or (ii) nationally recognized overnight mail service or (iii) by facsimile (receipt confirmed), addressed as follows: You may cancel this request to become an IC of Masterpiece Communications without any penalty or obligation, within three (3) business days after date of this Agreement. If you do request cancellation prior to receipt of your USER ID / PASSCODE All legal rights and interest arising out of the agreement will be canceled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth when submitted

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