MERCHANT PARTNERS

SELLING YOUR PRODUCTS AT STORE-ONE

The purpose of this page of the Merchant Partner section of our web site is to provide information on the arrangement between Store-One.com ("STORE-ONE") and its Merchant Partners to sell products and/or services ("Items") through the Store-One Internet store.

WHAT IS A STORE-ONE MERCHANT PARTNER?

A STORE-ONE Merchant Partner can be a manufacturer, a wholesaler, a distributor, a retailer, or any other person or entity that has products or services that they wish to sell through the STORE-ONE Internet store. STORE-ONE Merchant Partners can take advantage of the comprehensive technical infrastructure of our existing Internet store as well as the enhanced marketing capabilities provided by a diversified Internet retail site. Through STORE-ONE, Merchant Partners are provided with a complete Internet retail environment including software, databases, catalogs, shopping cart, and credit card processing. Once approved as a Merchant Partner at Store-One, you will be given secure access to the STORE-ONE Merchant Partner Control Page where you can add Items to be displayed and sold on the Store-One web site, and easily change the display information and graphics for any existing Item. Our Merchant Partners have complete control over the marketing and informational display related to their products.

Note that the Agreement between STORE-ONE and a Merchant Partner requires that the price at which any Item is sold at STORE-ONE be equal to or less than the lowest price for which it is available to the general public through any other retail or wholesale outlet.

For complete details of the legal Agreement between Merchant Partners and STORE-ONE, please see http://www.store-one.com/mp01/mpterms.asp.

WHAT DOES STORE-ONE PROVIDE?

As you can see, Store-One.com is an existing, fully functional Internet store. Visit our home page by clicking on the Store-One logo at the top left corner of this page. Review products already listed on our site by opening the "Department" menu at the top of this page and selecting a Department.

No "setup consultation" or lengthly and expensive setup process; you can list your products the day you're accepted as a Merchant Partner. No wait for software programming or web site development. We already have in place and fully functional:

• An established, reliable, high-speed Internet hosting environment provided by Foundation1.com
• A comprehensive and powerful Product Catalog built on Microsoft's SQL Server 2000 Database
• Customer, Contact, and Merchant databases that support advanced, high-volume, targeted marketing
• A secure Merchant interface that lets you easily design your own promotional page for each product you list -- without any knowledge of Internet programming or HTML
• A sophisticated, flexible, 'customer-friendly' shopping cart software system
• Established financial and credit card processing arrangements with a national Merchant Bank
• A Private Sitewide SSL Security Certificate for secure processing of Visa and MasterCard transactions

There are two ways to list your products on the STORE-ONE Internet store, Individual Item Listing and Gallery. Individual Item Listings allow you to list one product at a time in the most appropriate existing STORE-ONE Department. With an Individual Item Listing, it's incredibly easy and inexpensive to list just one or a few Items. With a STORE-ONE Gallery, you are assigned your own 'Gallery' area on the site, available on the main STORE-ONE menu and accessible throughout the STORE-ONE site, where you can list as many Items as you wish.

WHAT ABOUT MARKETING?

We are not eBay. We do not anticipate having millions of visitors per month. Besides, we're interested in buyers, not 'click-through' visitors. We do not, even in our wildest fantasies, intend to have millions of Items listed at our store. We actively participate in marketing STORE-ONE and your products. This is not an 'unattended' auction site like eBay, which makes most of its money from listings and advertising, not from sales. STORE-ONE is a retail site. As such, we invest considerable effort in promoting the STORE-ONE site itself, as well as individual products listed on the site. Our intention is to provide an Internet marketing environment that will promote and enhance high-volume sales of the Items listed on our site. We want you to make money selling on our site. Because the only way we make a lot of money is when you make a lot of money.

Sales and Marketing benefits provided to our Merchant Partners include:

• General marketing for the STORE-ONE web site will bring customers to browse our Internet store, exposing them to your products.
• Highly specialized Items will benefit from placement on a more diversified web store where customers may visit to look for another Item or other types of Items and discover your product.
• Featured Items displayed on the STORE-ONE home page, or 'specials' page, will get maximum customer exposure since most of our general marketing efforts will direct them to these areas.
• Reduced marketing expenses and higher marketing exposure through shared costing of direct marketing and/or e-mail marketing campaigns promoting a small selection of STORE-ONE Items or even just one single Item.

Marketing is truly the hallmark of our STORE-ONE Merchant Partner relationships. We will expect you to contribute significantly to the marketing efforts for your products. Likewise, you can expect STORE-ONE to provide a level of marketing support that you will not get anywhere else on the Internet.

WHAT FEES AND COMMISIONS ARE INVOLVED?

Listed below is the current Store-One Fee Schedule, including all fees and charges applicable to selling on the STORE-ONE site.

Individual Item Listing

You may list individual Items for sale on the STORE-ONE site. They must be listed in the most appropriate of the existing STORE-ONE Departments. You may list as many individual Items as you wish.

For each Item listed by you in each Department, STORE-ONE will charge a monthly Item Listing Fee of $5.00 (USD).

Gallery

A Merchant Partner may also list products on the STORE-ONE web site through purchase of a "GALLERY" instead of Individual Item Listings. There is a separate menu item for "Galleries" (similar to "Departments") on the STORE-ONE main menu which will provide access to all STORE-ONE Galleries. With a Gallery, you have even more control over the appearance of the web pages displaying your products. If you purchase a Gallery, you may list as many Items in your Gallery as you wish. At present, we do not have any limitations on the quantity of Items listed in a Gallery.

STORE-ONE charges a monthly Gallery Fee of $60.00 (USD).

Commissions

In addition to the Individual Item Listing and/or Gallery fees described above, for each Item sold through the STORE-ONE Internet store, STORE-ONE will charge a commission of 20% of the selling price.

Merchant Bank Fees

If any of your Items is purchased through use of a credit card or electronic check, as we expect most will be, STORE-ONE will deduct the fees charged by the STORE-ONE Merchant Bank from the amount owed to you. Currently, the fees charged by our Merchant Bank include a discount rate of 2.35% of the total order amount and a 'transaction' fee of $0.30 (USD).

Other Fees

STORE-ONE engages in specific marketing campaigns on a shared cost basis with Merchant Partners. Fees relating to such campaigns, including specialized product placement on the STORE-ONE site, will be negotiated separately with the Merchant Partners involved.

NOTE THAT STORE-ONE RESERVES THE SOLE AND EXCLUSIVE RIGHT TO DETERMINE THE APPROPRIATENESS OF ANY PRODUCT OR SERVICE LISTED ON THE STORE-ONE SITE AND TO REMOVE ANY PRODUCTS OR SERVICES THAT IT DEEMS INAPPROPRIATE.