SYSTEMS INTEGRATOR AGREEMENT

THIS SYSTEMS INTEGRATOR AGREEMENT (this "Agreement") entered into as of March 6, 2000, is between Complete Business Solutions, Inc. a Michigan corporation ("Systems Integrator"), having its principal offices at 32605 West Twelve Mile Road, Farmington Hills, MI 48334 and Net gateway, a Nevada corporation ("Net gateway"), having its principal offices at 300 Ocean gate, 5th Floor, Long Beach, CA 90802.

RECITALS

WHEREAS, Net gateway owns and has the right to grant access to the Net gateway Internet Commerce Center-TM- (the "Net gateway ICC");

WHEREAS, Systems Integrator desires to resell access to the Net gateway ICC to end-user Subscribers (as defined below) and to provide all implementation and integration services necessary for such Subscribers to access and use the Net gateway ICC.

WHEREAS, Net gateway and Systems Integrator now wish to enter into this Agreement, pursuant to which Net gateway shall provide access to and hosting of the Net gateway ICC, and Systems Integrator will resell and provide implementation and integration services in respect of the Net gateway ICC to end-user Subscribers;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, Net gateway and Systems Integrator hereby agree as follows:

1. APPOINTMENT AS RESELLER OF NETGATEWAY ICC

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