Iwizard Holding Inc – ‘SB-2/A’ on 1/17/03 – EX-10

On:  Friday, 1/17/03, at 3:25pm ET   ·   Accession #:  1139020-3-4   ·   File #:  333-100230

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Registration Statement                                61±   243K 
 2: EX-10       Services Agreement                                    12±    47K 
 3: EX-23       Auditors Consent                                       1      6K 

EX-10   —   Services Agreement
Exhibit Table of Contents

EXHIBIT 10(d):   Service Agreement with Cashflow Technologies,                  
Inc. with Exhibits and Attachments            

SERVICES AGREEMENT                                 [iWizard Logo]               

This  Services Agreement ("Agreement") is made as of the 1st  day               
of  December,  2002  ("Effective Date"), by and  between  iWizard               
Holding, Inc. ("iWizard"), a Delaware corporation, with  a  place               
of  business at 4021 N. 75th St. #102, Scottsdale, AZ  85251  and               
Cashflow Technologies, Inc. ("CTI"), a Nevada corporation, with a               
place of business at 4330 N. Civic Center Plaza #101, Scottsdale,               
AZ  85251.                                                                      

1.   TERM.                                                                  

The Initial Term of the Agreement shall be twelve (12) months,                  
beginning on the Effective Date and expiring on December 31,                    
2003.   Either party must notify the other party in writing at                  
least sixty (60) days prior to the expiration of the term if they               
elect not renew.                                                                

2.   RENEWAL/TERMINATION.                                                   

Following the Initial Term, the Agreement may be renewed for                    
subsequent terms of one (1) year each with the written consent of               
the parties.  As used herein, "Term" shall mean the Initial Term                
and any renewal term. Either party may terminate the Agreement                  
immediately in the event the other party is in default hereunder                
and fails to either cure such default or begin implementation of                
a mutually agreed upon plan to cure such default within sixty                   
(60) days of written notice from the other party specifying the                 
nature of such default and requiring its remedy.                                

Either party may immediately terminate this Agreement upon                      
written notice to the other party if (i) the other party                        
petitions for relief under the Bankruptcy and Insolvency Act or                 
any other comparable law of any other jurisdiction  (ii) any                    
involuntary petition thereunder is filed or receiving order is                  
given against the other party and is not dismissed within sixty                 
(60) days; (iii) relief under the Federal Bankruptcy Code or                    
state bankruptcy laws is granted with respect to the other party                
as a debtor; (iv) the other party makes a general assignment for                
the benefit of creditors; (v) the other party ceases doing                      
business or assigns or attempts to assign this Agreement to an                  
entity other than as provided in Section 16 below; or (vi) there                
is a material breach of this Agreement.                                         

3.   SERVICES.                                                              

The services ("Services") to be provided by iWizard to CTI will                 
be set forth in Statement(s) of Work attached hereto and made a                 
part hereof, which Statement(s) of Work may be amended from time                
to time by written agreement of the parties including, without                  
limitation, pursuant to the "Change Management and Control"                     
process set forth in Exhibit A attached hereto and made a part                  
hereof.                                                                         

CTI shall designate one individual to whom all iWizard                          
communications concerning this Agreement may be addressed (the                  
"CTI Contact").  Likewise, iWizard shall designate an "iWizard                  
Contact," who shall serve as the single point of accountability                 
for iWizard for the Services and have day-to-day authority to                   
ensure iWizard's performance of its obligations under this                      
Agreement.                                                                      

The parties shall cooperate with one another by, among other                    
things, making available, as reasonably requested by the other                  
party, management decisions, information, approvals and                         
acceptances so that each party may accomplish its obligations and               
responsibilities hereunder.  The CTI and iWizard Contacts or his                
or her designee will be the principal point of contact for                      
obtaining such decisions, information, approvals and acceptances.               
The CTI and iWizard Contact or his or her designee will respond                 
to written requests for decisions from the other party's Contact                
or his or her designee in accordance with the time schedule                     
agreed to by the iWizard Contact and the CTI Contact, in the                    
absence of which, the CTI and iWizard Contact will respond within               
a reasonable period of time.                                                    

In the event the iWizard or CTI Contact or his or her designee                  
does not receive an adequate response within the time period                    
prescribed above, iWizard and CTI may escalate the decision                     
process, with each such individual required to provide a response               
to the other party within a reasonable period.                                  

Notwithstanding anything in this Agreement to the contrary,                     
either party's delay or non-performance of its obligations under                
this Agreement shall be excused if and to the extent such delay                 
or non-performance results from the other party's failure to                    
timely respond or perform its responsibilities under this                       
Agreement, or if a party impedes the performance of the other                   
party.  In such event, the aggrieved party will provide the other               
party with reasonable notice of such non-performance and will use               
commercially reasonable efforts to perform notwithstanding the                  
other party's failure to perform.  CTI shall continue to pay                    
iWizard for Services actually performed by iWizard prior to and                 
during any such period of non-performance by CTI.                               

4.   PRICING.                                                               

CTI agrees to pay iWizard for the Services in accordance with the               
pricing set forth in each Statement of Work. However, any change                
in charges incurred on behalf of CTI by iWizard from third-party                
data vendors, which charges are beyond iWizard's control, shall                 
be subject to a related change in the prices specified in each                  
Statement of Work.  iWizard agrees to provide CTI with as much                  
notice as possible of changes in any such third party charges.                  

Unless  otherwise specified, all charges are exclusive of  taxes.               
CTI  agrees  to  pay sales or related taxes levied in  connection               
with the Agreement.                                                             

5.   PAYMENT/AD HOC SERVICES.                                               

Fixed Monthly Fees.  Unless stated otherwise in a Statement of                  
Work or Work Request Document, any fees, which are fixed and due                
on a monthly basis ("Fixed Monthly Fees") are due on the last day               
of the prior month (for example, a Fixed Monthly Fee for January                
1, 2002 would be due on December 31, 2001).  IWizard will invoice               
CTI on the 15th of the month for the following month's fees.                    

Past Due Fees.  With respect to Ad Hoc Fees or Variable Fees, any               
undisputed amounts not paid within thirty (30) days of the date                 
of invoice shall accrue interest at the prime rate of the Bank of               
Montreal as of the first day the amount is past due.  Failure to                
make timely payments shall constitute a default hereunder and                   
shall entitle iWizard to suspend its performance of the Services                
and/or require payment in advance for future performance until                  
CTI's account is paid in full.                                                  

6.   CONFIDENTIALITY / PROPRIETARY INFORMATION / TRANSITION.                

All data, tapes, product designs, business and marketing plans,                 
product strategies and any other information submitted to iWizard               
by CTI or by other entities on CTI's behalf pursuant to the                     
Agreement, and any work product created specifically and                        
exclusively for CTI by iWizard pursuant to the Agreement                        
(collectively the "CTI Proprietary Information"), shall be held                 
in confidence by iWizard and shall not be disclosed to any third                
party without the prior written consent of CTI.  iWizard agrees                 
not to use or make copies of the CTI Proprietary Information                    
except as required for the performance of its obligations under                 
the Agreement, and agrees to limit access to the CTI Proprietary                
Information to its own employees, agents and consultants strictly               
on a need to know basis; provided, however, that such agents and                
consultants have executed an agreement with iWizard with                        
confidentiality provisions at least as restrictive as those                     
contained herein.  CTI Proprietary Information shall not include                
information which (a) is in or has entered the public domain                    
through no breach of this Agreement or other wrongful act of                    
iWizard; (b) has been rightfully received by iWizard from a third               
party without breach of this Agreement; (c) has been approved for               
release by written authorization of the CTI; or (d) is required                 
to be disclosed pursuant to the final binding order of a                        
governmental agency or court of competent jurisdiction, provided                
that iWizard has been given reasonable notice of the pendency of                
such an order and the opportunity to contest it.                                

iWizard acknowledges that CTI is the owner of all of the CTI                    
Proprietary Information and the media on which it has been                      
stored, together with any work product created specifically and                 
exclusively for CTI by iWizard from the CTI Proprietary                         
Information, but excluding any and all iWizard Proprietary                      
Information (as defined below) including, without limitation, pre-              
existing works of authorship and materials, written documents and               
ideas, whether or not protected by iWizard under existing federal               
copyright registrations or patents and whether or not issued or                 
pending.                                                                        

Any proprietary software programs, data model(s), data                          
integration tools or technology, business rules and any related                 
adapters, data processing systems or mechanisms, trade secrets,                 
know-how and/or processes which iWizard may utilize in the                      
performance of the Services, as well as any data or written                     
materials delivered by iWizard, other than those created                        
specifically and exclusively for CTI under this Agreement, shall                
be considered "iWizard Proprietary Information."  CTI                           
acknowledges and agrees that it shall have no rights in or to any               
of the iWizard Proprietary Information under this Agreement.  CTI               
further acknowledges and agrees that iWizard retains unrestricted               
rights in any ideas, concepts and techniques iWizard may use in                 
performing the Services hereunder.                                              

All iWizard Proprietary Information submitted or disclosed to CTI               
by iWizard shall be held in confidence by CTI and shall not be                  
disclosed to any third party without the prior written consent of               
iWizard.  CTI agrees to limit access to the iWizard Proprietary                 
Information to its own employees, agents and consultants strictly               
on a need to know basis; provided, however, that such agents and                
consultants have executed an agreement with CTI with                            
confidentiality provisions at least as restrictive as those                     
contained herein.  iWizard Propretary Information shall not                     
include information which (a) was already known to CTI prior to                 
the time that it is disclosed to CTI hereunder; (b) is in or has                
entered the public domain through no breach of this Agreement or                
other wrongful act of CTI; (c) has been rightfully received by                  
CTI from a third party without breach of this Agreement; (d) has                
been approved for release by written authorization of iWizard.                  

iWizard reserves the right to provide Services which are similar                
to those contemplated in this Agreement, and to utilize the                     
iWizard Proprietary Information in providing such Services to                   
other iWizard customers.                                                        

7.   GENERAL WARRANTIES.                                                    

EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, ANY STATEMENT OF                  
WORK OR AD HOC PROJECT FORM, THERE ARE NO OTHER REPRESENTATIONS,                
WARRANTIES, OR CONDITIONS, IN FACT OR IN LAW,  EXPRESS OR IMPLIED               
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF                 
MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND                
THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF                
DEALING OR USAGE OF TRADE.                                                      

8.   REMEDIES.                                                              

iWizard's sole obligation and CTI's exclusive remedy for any                    
claim of defective Services shall be to reperform the Services in               
question without charge or, at CTI's option, to refund the price                
paid by CTI for any defective Services.  iWizard's aggregate                    
liability to CTI whether for negligence, breach of warranty, or                 
any other cause of action shall be limited to the price paid for                
the Services to which the incident relates.                                     

9.   LIMITATION OF LIABILITY.                                               

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,                       
INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,                        
INCLUDING, WITHOUT LIMITATION, LOST INCOME OR LOST REVENUE, AND                 
WHETHER BASED IN CONTRACT, STATUTE, TORT, INCLUDING WITHOUT                     
LIMITATION NEGLIGENCE AND GROSS NEGLIGENCE, OR ANY OTHER THEORY.                
Any cause of action arising from or in connection with this                     
Agreement shall be asserted within one (1) year of the date upon                
which such cause of action accrued, or the date upon which the                  
complaining party should have reasonably discovered the existence               
of such cause of action, whichever is later.                                    

10.  APPLICABLE LAW.                                                        

The Agreement shall be governed and construed in accordance with                
the laws of Arizona, without regard to conflict of law                          
principles, and shall benefit and be binding upon the parties                   
hereto and their respective successors and permitted assigns.                   

11.  ENTIRE AGREEMENT.                                                      

The Agreement, together with the Exhibit(s), Statement(s) of                    
Work, and Appendices attached hereto, constitutes the entire                    
agreement between the parties with respect to the subject matter                
hereof and supersedes any and all written or oral prior                         
agreements and understandings between the parties.                              

12.  MODIFICATION / SEVERANCE / WAIVER.                                     

The Agreement, and any Statement of Work attached hereto, may                   
only be amended by a separate writing signed by both parties.  If               
any one or more of the provisions of the Agreement or any                       
Statement of Work shall for any reason be held to be invalid,                   
illegal or unenforceable, the same shall not affect any of the                  
other portions of the Agreement or Statement of Work.  Failure or               
delay by either party in exercising any right hereunder shall not               
operate as a waiver of such right.                                              

13.  ASSIGNMENT.                                                            

Neither party may assign its rights and obligations hereunder                   
without the prior written consent of the other party, which                     
consent shall not be unreasonably withheld or delayed; provided,                
however, that no consent shall be required for assignment by                    
either party, upon written notice to the other, to an affiliated                
corporation or other entity under common control with such party,               
provided that the assigning party shall remain fully liable for                 
performance hereunder, unless the parties agree otherwise in                    
writing, and the party to whom the assignment is made has                       
sufficient resources to perform all obligations under this                      
Agreement.                                                                      

14.  ALTERNATIVE DISPUTE RESOLUTION.                                        

If a dispute arises among the parties relating to this Agreement,               
the following procedure shall be implemented before either party                
pursues other available remedies, provided, however, that relief                
from a court may be pursued if  (i) the only dispute relates to                 
unpaid fees, costs or other charges, or (ii) injunctive relief is               
sought in order to maintain the status quo while this procedure                 
is being followed:                                                              

The parties will attempt in good faith to resolve any dispute                   
arising out of or relating to the Agreement promptly and                        
initially by senior executives of the parties in the following                  
manner:  If a dispute should arise, a senior officer for each of                
CTI and iWizard shall meet within seven (7) days of written                     
notification of the dispute at a location to be selected by the                 
parties to attempt to resolve the dispute.                                      

The Senior Executives shall meet as soon as practicable, but in                 
no event later than fourteen (14) days after the matter has been                
referred to them, the initial meeting occurring at a location to                
be selected by the parties.  Subsequent meetings, if required,                  
shall be rotated between each Senior Executive's place of                       
business or at any other mutually agreeable location.  If the                   
Senior Executives are unable to resolve the dispute within sixty                
(60) days of their receipt of the matter for resolution, and                    
either or both are unwilling to continue negotiations, each party               
may pursue any and all remedies available to it at law and in                   
equity.                                                                         

15.  FORCE MAJEURE.                                                         

Neither party shall be liable for any losses arising out of the                 
delay or interruption of its performance of obligations under the               
Agreement due to any act of God, act of governmental authority,                 
act of public enemy, war, riot, flood, civil commotion,                         
insurrection, severe weather conditions, or any other cause                     
beyond the reasonable control of the party delayed.                             

16.  NOTICES.                                                               

Any notice or other communication required hereunder shall be                   
made in writing and sent by registered or certified United                      
States, return receipt requested and postage prepaid or delivery                
to the applicable addresses first set forth below, as follows:                  

If to iWizard, at 4021 N. 75th St. #102, Scottsdale, Arizona          
85251                                                                           

If to CTI, at 4330 N. Civic Center Plaza #101, Scottsdale,            
AZ  85251                                                                       

Any party may at any time change the name or address of the                     
persons to whom all notices or other documents required to be                   
given under this Agreement must be sent by giving written notice                
to the other party.  Any notice given pursuant hereto shall be                  
deemed given upon receipt.                                                      

17.  SURVIVAL OF TERMS.                                                     

Any provision of this Agreement which contemplates performance or               
observance subsequent to any termination or expiration of this                  
Agreement, including, without limitation, all provisions with                   
respect to confidentiality, proprietary information, and any                    
limitation on liabilities and disclaimers, shall survive any                    
termination or expiration of this Agreement and continue in full                
force and effect.                                                               

18.  COUNTERPARTS.                                                          

This Agreement may be executed in any number of counterparts,                   
including facsimile copies, each of which may be executed by less               
than all of the parties hereto, each of which shall be                          
enforceable with respect to the parties actually executing such                 
counterparts.                                                                   

IN WITNESS WHEREOF, the parties hereto have caused this Agreement               
to be executed by their duly authorized representatives as of the               
Effective Date set forth above.                                                 

CASHFLOW TECHNOLOGIES, INC.          IWIZARD HOLDING, INC.                      

BY:                                BY:                                          
--------------------------         ---------------------------          
(Signature)                             (Signature)         

------------------------------     -------------------------------          
(Print or Type Name)                (Print or Type Name)            

----------------------------        ---------------------------           
(Title)                                 (Title)             

EXHIBIT A to Services Agreement                                                 

Change Management and Control                                                   

This section describes the process for requesting and approving                 
changes to the systems for which Services are provided pursuant                 
to this Agreement.  The iWizard Project Manager is responsible                  
for administering and managing this change control process.                     

Definition of Change                                                            
A "change" is defined as any modification, clarification,                       
addition, or deletion to the baseline Statement of Work and/or                  
its component documents.  A Change Request Form ("CRF"), a sample               
form of which is attached hereto, will be the vehicle for                       
communicating change or making a request for work to be done.                   
The CRF must describe the change, the rationale for the change,                 
and the effect the change will have on the project.  The CRF will               
identify any new deliverables, as well as any applicable fees.                  

Change Management Process                                                       
The following describes the process to follow when requesting a                 
change to a Statement of Work.                                                  

1.   Any project team member (iWizard or CTI or CTI assigns) can                
initiate a CRF by filling out a CRF and submitting it to the                
iWizard Project Manager.                                                    

2.   All requests will be brought before a Review Meeting of                    
iWizard and CTI representatives, time and frequency to be agreed            
upon, the purpose of such meeting shall be to approve change and            
work requests and assign priorities for resources.                          

3.   If approved, the iWizard team will specify the requirements                
of the project and determine the time and resources required and            
the overall impact on the systems.   Upon completion, the                   
findings will be presented at the next regularly scheduled Review           
Meeting or at a special meeting if deemed necessary.                        

4.   If the request is approved, it will be signed                              
(electronically or hardcopy) by both parties to authorize work to           
commence.  A Change / Work Request Log will be maintained to                
track the status of all requests.   The status of all requests              
will be on the agenda for the Review Meeting.                               

5.   If for any reason the request exceeds resources available                  
under this Services Agreement, where possible, CTI may choose to            
assign additional resources to speed the completion of a project,           
expand the scope, etc. at the rates below provided iWizard agrees           
to secure those resources.   Any other skill sets required with             
be quoted at the then market rate.                                          

Hourly Rates                                                          
------------------------                                              
Project   Leader                                                      
$60/hr                                                                

Software Developerator                                                
$60/hr                                                                

Customer Service   Rep                                                
$35/hr                                                                

Data Analyst                                                          
$50/hr                                                                

EXHIBIT B to Services Agreement                                                 
Change Request / Work Request Form                                              

Request related to: __Campaign/Mktg __Website __eCommerce__Other System ____    

Requester Name _________________________Company_________________                
Date____________                                                                

DESCRIPTION of REQUEST                                  Needed by___________    

Assigned to Vendor____________________Contact__________________Date________     

SPECIFICATION    (Look for attachments)     Estimated Completion Date________   
Job Steps required:                         Actual Completion Date __________   

Bandwidth                                                                       
Implications_____________________________________________________               
Hardware and Software                                                           
Implications___________________________________________________                 
Maintenance                                                                     
Implications_____________________________________________________               
Labor hours Required____________Chargeable hours___________                     
Non-charge hours____________                                                    

Ad Hoc Services Pricing Schedule                                                
APPROVALS                                                                       
Vendor                                                                          
Rep___________________________Vendor________________________Date_______         
Requester_____________________________Company____________________               
Date__________                                                                  

Cashflow Technologies, Inc.               
Monthly IT Maintenance and Support                
Statement of Work               

The Team                                                                        
         Dedicated Support (up to 80 hours per week)
The full-time focus of these two folks is on Cashflow                       
Technologies, Inc. (CTI).  Their goal is to minimize down time              
and think of creative ways to improve the CTI system.                       
*    Project Leader / Data Analyst to manage and coordinate                 
projects, define and document design specifications and execute       
campaign strategy.                                                    
*    Software Developer to monitor and tune servers and program             
changes to existing functionality.                                              

Non-dedicated Support (a virtual team person for up to 40 hours                 
per week)                                                                       
These are resources required to accomplish CTI goals but are                
not required on a full-time basis.                                          
*    Web Designer to create email templates and make graphics               
changes                                                               
*    Videographer for 4 video shoots per year                               
*    Editor/Encoder for up to 4 video recordings a year and up to           
4 audio recordings per month.                                         
*    Technical Customer Service Rep to answer and resolve                   
technical support calls                                               
*    Teleprompter Operator for 4 video shoots per year                      
*    Senior eCRM Analyst to create and direct eCRM strategy                 
*    Senior Technical Analyst to design and direct technical                
strategy                                                              

Responsibilities                                                                
*    24 hour monitoring of all servers including Jive Forum,                
eCommerce and Web site except for holidays to be agreed upon and      
scheduled.                                                            
*    Coordinate work efforts with Rackspace regarding hardware              
maintenance and service.                                              
*    Maintain the existing interfaces between the eCommerce site            
and the fulfillment centers                                           
*    Provide toll-free technical customer support for the Web               
site, eCommerce and Jive Forum.                                       
*    Monitor system performance, bandwidth and web site traffic             
and tune the system as required                                       
*    Update and modify existing functionality as specified by               
CTI.                                                                  
*    Run monthly data hygiene process to eliminate duplicates,              
append demographics, and update existing profiles.  Note: Third       
party costs are not included.                                         
*    Make content changes as specified by CTI to the Web site,              
eCommerce and Jive Forum.                                             
*    Maintain and improve functionality of existing eCommerce               
system including but not limited to adding SKUs and shipping          
options and expanding campaign management features.                   
*    Coordinate the implementation of projects with other CTI               
vendors as required.                                                  
*    Develop new programs with vendors such as Quicksilver and              
Franklin Coaching as resource capacity and team skill sets allow.     
*    Manage and execute eCRM strategy including but not limited             
to evaluating list sources, creating a prospecting strategy,          
designing and building email templates, querying the system,          
analyzing campaign responses, cleaning the data, editing video        
and audio and delivering rich media email campaigns.                  
*    Publishing database status and system exception reports.               
*    Implementation and automation of scripts, such as system               
alerts.                                                               
*    Monitor the testimonial engine and make changes as specified           
by CTI.                                                               
*    Coordination of all project management aspects including but           
not limited to compilation of project plans, project timelines,       
test plans and resource requirements; allocate resources,             
communicate status of open projects, maintain change management       
process and log.  Ensure team members are focused on the              
successful completion of project tasks, and that the project          
remains on schedule and is completed with the highest possible        
quality.                                                              
*    Creation of a Web site optimization and site promotion plan            
to incorporate affiliate relationships and key word placements.       
*    Maintenance of a backup and recovery strategy                          

Capacity                                                                        
With regards to providing new functionality, the only limitation                
shall be the size of the hardware environment and the size of the               
resources agreed upon. The scope of work cannot be expanded                     
arbitrarily.  A Change Management process will be used to                       
prioritize work projects and determine the available capacity of                
the team, given CTI requests in the queue.                                      

Change Management                                                               
The boundaries for any change request will be the projects and                  
priorities currently specified, the capacity of the current team                
and the requirements for the new project.  With the team                        
resources remaining constant, we will have to manage the other                  
project factors of scope and duration. The iWizard team will work               
with CTI to identify and prioritize deliverables.  CTI will drive               
the efforts and focus of the iWizard Maintenance team.                          

Work Request Flow (simplified)                                                  
1)   A request is made to the iWizard Project Leader on a Work              
Request Form                                                          
2)   The request is scoped for time and resources needed.                   
3)   The specification is returned to CTI for approval and                  
prioritization within existing projects                               
4)   IWizard completes Work Request and reports status to CTI               

Not included                                                                    
*    Third party expenses for items such as demographic appension           
or internet advertising.                                              
*    Additional hardware or software needed to execute CTI                  
requests.                                                             
*    Videotaping or production for anything other than a head and           
shoulders shot for web video in wave format.                          
*    New development requiring skill sets not employed by iWizard           
or not allowed by the current schedule.                               
*    Credits for unused resources for future projects.                      
*    Use of iWizard hardware for delivery of email campaigns                
*    Development of mentoring subscription program on a revenue             
sharing arrangement.                                                  
*    Rebuild of the Web or eCommerce sites to incorporate Rich              
Dad's Journey.                                                        
*    International sites in languages other than English.                   

Assumptions                                                                     
*    IWizard reserves the right to assign non-dedicated resources           
at its discretion.                                                    
*    If requests exceed available resources for multiple                    
consecutive months, CTI and iWizard will mutually agree to the        
best way to CTI's needs.                                              
*    IWizard and CTI will agree to a schedule of holidays and               
system downtimes required for routine and necessary maintenance.                
*    CTI will make a twelve month commitment for maintenance                
beginning December 1, 2002                                            
*    Either party may give 60-days notice of termination.                   

Communication Plan                                                              
iWizard will schedule a weekly Status Meeting to report the                     
progress of projects and to discuss and set priorities for any                  
newly specified Work Requests.                                                  

On a monthly basis, iWizard will provide a list of completed                    
projects and resolved issues and will make any recommendations to               
improve the systems.                                                            

Monthly cost  $25,000 per month beginning December 1, 2002                      

Dates Referenced Herein

This ‘SB-2/A’ Filing		Date		Other Filings
		12/31/03		None on these Dates
Filed on:		1/17/03
		12/1/02
		1/1/02
		12/31/01
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