WEBSITE DEVELOPMENT AGREEMENT

AGREEMENT made this      day of                             20     by and between

(hereinafter referred to as the "Client" with its offices at

and Paradise Web Services (hereinafter referred to as the "Consultant" with its office at PO Box 67, Paradise CA 95967-0067

WHEREAS the Consultant has been commissioned to create and design and supply original artwork and computer files that will serve as a worldwide Website.

WHEREAS the parties agree the reproduction or the original artwork is to be used in graphic programs, software, merchandise, adjuncts, packaging, books, or manuals of the Client,

IT IS AGREED AS FOLLOWS:

Client agrees to pay a fee for the artwork and Website creation as follows:

1. Fees.

An initial payment representing the first *DEPOSIT* hours of work is required upon signing of this agreement. The hourly rate is $         and is billed in fifteen minute increments. These fees apply to the creation and programming of the Website as well as approved adaptations, revisions, and changes made to it by the Consultant. Payment shall be made within 30 days of submission of invoice as herein above set forth and the Consultant shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection. Checks, Money Orders, and Wire Transfers must be made out to Paradise Web Services and sent to the address above. Bank account and routing information available upon request.

ESTIMATE FOR CREATION OF http://www.yourname.com/ is as follows:

Estimated total:    hours at $     per hour = $        

+ / - 15% subject to specification

2. Reproduction rights.

Upon payment of all fees herein above set forth, the Client shall have the right to reproduce the completed artwork as interior illustrations, appear on merchandise, form a jacket of any packaging or software, on any book or manual thereof which it may print or publish for the packaging and instruction of the merchandise which it sells or distributes. Consultant has the right to reproduce the artwork and Website pages for its advertising and marketing.

The Website and any alteration, modification, or subsequent use of same as a Website whether in the World Wide Web or similar product shall contain at the bottom of the home page an identification that it was created by the Consultant in the form of a line of text indicating the Consultant's involvement (i.e. "Website creation and maintenance" or "graphic design and Website creation"), and a color logo of no more than 214 pixels in width and 35 pixel in height:

This logo shall at all times be programmed to link to the URL (Web address) of the Consultant's home page at    http://www.pantheus.com.    Said identification shall be reproduced for copyright or trademark purposes or for uses other than Websites. However, neither the Consultant's name nor logo may be copyrighted or trademarked by anyone other than the Consultant.

3. Consultant's warranties.

The Consultant represents as follows:

That the Consultant will create the original artwork and Website other than the Client's logo and except for artwork supplied by the Client;

That the Consultant has the full and unrestricted right to make this agreement;

That the artwork will not infringe upon any statutory copyright;

That it contains no matter contrary to the law;

That the Consultant has the right to use the likeness of all the persons depicted in the artwork where the Consultant has supplied the likeness;

That the Consultant will indemnify the Client and hold the Client harmless from any and all claims arising therefrom, including legal fees.

4. Client's Warranties.

The Client represents as follows:

That all artwork, design, logos, likenesses, or photos or persons as supplied by the Client are with proper permission;

That any artwork supplied by the Client does not infringe on any statutory right;

That the Client will indemnify and hold harmless the Consultant from any and all claims arising therefrom, including legal fees.

That the Client will not receive website services from any of Consultant's direct competitors for as long as this contract and relationship are in effect.

5. Confidentiality.

This Agreement creates a confidential relationship between Client and Consultant. Information concerning Consultant's and Client's business affairs, vendors, finances, properties, methods of operation, computer programs, employees, documentation, and other such information whether written, oral, or otherwise, is confidential in nature. Consultant, Client, and employees of both will adhere fully to this confidentiality agreement.

This agreement shall be binding upon the heirs and assigns of the parties and shall be governed by and interpreted according to the laws of the State of California.

7. Entire agreement.

This agreement represents the full understanding between the parties and there is no other agreement, oral or written, between them, and that this agreement may not be modified without an agreement in writing signed by the party to be charged. This contract is in effect until written notification of termination from either party.

8. Notices.

All notices or other documents under this agreement shall be in writing and delivered personally or fax received, or mailed by certified mail, postage prepaid, addressed to the Consultant and Client at their last known addresses.

9. Headings.

Headings used in the agreement are for convenience only and shall not be used to interpret or construe its provisions.

ACCEPTED AND AGREED:

Client

BY:

_________________________________

(Signature)

(Print Name) Title _________________________________

Date

Consultant

BY:

______________________________

(Signature)

(Print Name) Title

______________________________

Date