Sample Business Contracts

Exclusive Supplier Agreement - Viscus and Make Your Move Inc.

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                          EXCLUSIVE SUPPLIER AGREEMENT

     This Exclusive  Supplier  Agreement (the  "Agreement")  is made and entered
into as of this 17 day of August,  2001 (the "Effective  Date"),  by and between
Viscus, a state of Delaware corporation,  having its principal place of business
at 16912 Gridley Place Cerritos CA 90703 ("Customer"), and Make Your Move, Inc.,
a Nevada  corporation,  having its  principal  place of business at 321 Broadway
Blvd., Reno, Nevada 89502 ("Supplier"), with reference to the following facts:

     A. Customer has entered into an agreement  with  [Wal-Mart]  (the "Wal-Mart
Agreement") to operate and manage coffee stores (the "Coffee Stores") within all
Wal-Mart  stores located in the territory  consisting of [USA].  The term of the
Wal-Mart  Agreement  is for a period of 5 years  commencing  on October 2001 and
ending on October 2006.

     B. Supplier is in the business of selling computers and computer components
including  point-of-sale  electronic  equipment,  hardware,  and  software,  and
providing  related  services  for such  use in  retail  operations,  such as the
operation of the Coffee Stores.

     C.  Customer  desires to purchase  from Supplier all computers and computer
components  including  point-of-sale  equipment,  hardware,  and  software,  and
related services  necessary to manage and operate the Coffee Stores and Supplier
desires to provide the  foregoing  to Customer on the terms and  conditions  set
forth herein.

     Based upon the foregoing,  and in  consideration of the mutual promises set
forth  herein,  and other  good and  valuable  consideration,  the  receipt  and
sufficiency   of  which  is   hereby   acknowledged,   Customer   and   Supplier
(collectively, the "Parties") hereby agree as follows,

     1.   Exclusive Sale and Purchase; Project Plan. Customer and Supplier agree
          that so long as the  Wal-Mart  Agreement  remains in effect,  Customer
          shall purchase exclusively from Supplier, in accordance with the terms
          of the Project  Plan  described  below,  all  computers  and  computer
          components, including, without limitation, all point of sale equipment
          and  other  hardware  (the  "Equipment"),   software  manufactured  or
          supplied  by Supplier  (the  "Software"),  and the  various  training,
          consulting,    installation,   and   support   services   (hereinafter
          "Services")  necessary  for  Customer to operate and manage the Coffee
          Stores.  Following  the  execution  of this  Agreement,  Customer  and
          Supplier mutually agree to participate in the development and approval
          of a project  plan (the  "Project  Plan").  This  Project  Plan  shall
          provide  both  Parties  with  a  general  overview  of the  nature  of
          Customer's  operation,   and  shall  clearly  specify  the  Equipment,
          Software  and  Services  which  Customer  will need to  purchase  from
          Supplier to properly  manage and operate the Coffee  Stores during the
          term of this  Agreement.  The Project Plan, when mutually agreed to by
          the  Parties,  shall be set forth in writing  and shall be executed by
          both Parties. Such Project Plan may be amended, from time to time, but
          only upon the mutual written  consent of both Parties.  If the Parties
          are  unable to agree in  writing to a Project  Plan  within  (30) days
          after the execution of this Agreement, either Party may terminate this
          Agreement  by  providing  written  notice to the other  Party prior to
          execution of the Project Plan. It is mutually agreed that both Parties
          shall use their best  efforts to execute the terms and  conditions  of


          the Project Plan.  When Customer is in need of Equipment,  Software or
          Services to be  provided  by  Supplier  under the terms of the Project
          Plan, Customer shall issue a purchase order to Supplier specifying the
          type and amount of  Equipment,  Software  and Services to be purchased
          from Supplier.  Such  purchases  orders shall be submitted to Supplier
          within a reasonable time prior to the time in which Customer will need
          to have the  Equipment  and Software  operational.  During the term of
          this Agreement,  Customer agrees that it will not purchase  Equipment,
          Software or Services  specified  in the Project  Plan from any vendor,
          other  than  Supplier,  unless  Supplier  consents  in writing to such

     2.   Price and Taxes.

               a. Purchase Price. The purchase price for the Equipment, Software
          and Services  shall be Retail price + 20%  [Supplier's  direct  retail
          price listing in effect at the time Customer  issues a purchase  order
          above Supplier's cost at the time Customer issues a purchase order.

               b. Prices Exclusive of Installation and Other Charges. All prices
          are  exclusive  of  installation  and related  charges,  shipping  and
          insurance charges which shall be billed  separately.  Installation and
          related  charges  are subject to change due to  Customer's  failure to
          complete site readiness,  non-standard site conditions,  force majeure
          events or delays caused by Customer.  Customer  agrees to pay all such
          additional  charges  as  invoiced  by  Supplier.  Any such  additional
          charges,   as  a  result   of  a  force   majeure   event,   shall  be
          pre-established  and agreed to between the Parties prior to any worked

               c. Prices  Exclusive of Taxes. All prices are exclusive of sales,
          use,  excise,  and other  taxes,  duties or charges.  Unless  Customer
          provides  evidence of tax exempt  status,  Customer shall pay, or upon
          receipt of invoice from  Supplier  shall  reimburse,  Supplier for all
          such taxes or charges levied or imposed on Customer, or required to be
          collected by Supplier,  resulting  from this  transaction  or any part

               d.  FOB and  Insurance.  All  prices  are FOB  unless  instructed
          otherwise.  Supplier may arrange for insurance and standard commercial
          shipping, the costs of which will be invoiced to Customer.

     2.5  Right to Modify Orders. Prior to delivery, Supplier reserves the right
          to make substitutions, modifications and improvements to the Equipment
          and  Software,  provided  that  such  substitution,   modification  or
          improvement shall not diminish or materially affect the performance of
          the Software applications as they were originally  demonstrated to and
          agreed upon by Customer and Supplier.

     3.   Payment/Financing.  Unless otherwise agreed, invoice payment terms for
          all purchases made under this Agreement shall be net ten (10) calendar
          days on a per  order  basis  and  are  subject  to  credit  review  by
          Supplier.  All  payments  shall be made to Supplier not later than the
          agreed number of days from date of invoice. Late payments shall result
          in the  assessment of a late charge equal to one and one-half  percent
          (1 1/2%) per month on any outstanding  balance,  or the maximum amount
          of interest chargeable by law, whichever is less.


     4.   Equipment  Warranty.  Supplier's sole  responsibility to Customer with
          respect to any Equipment or  components  and parts  manufactured  by a
          third  party  and  incorporated  into the  Equipment  shall be to pass
          through to Customer such original equipment  manufacturer's  available
          product warranty. The warranty provided by said third parties does not
          cover (i) any item of the Equipment which has been altered or modified
          including any change,  addition, or improvement,  and (ii) any damage,
          defects, malfunctions or service failures caused by:

               a.  Customer's  failure  to follow  Supplier's  or the  Equipment
          manufacturer's environmental,  installation,  operation or maintenance
          specifications or instructions;

               b.  Modifications,  alterations  or  repairs  made  other than by
          Supplier or original Equipment manufacturers;

               c. Customer's mishandling, abuse, misuse, negligence, or improper
          storage,  servicing or operation of the Equipment  (including  without
          limitation  use of equipment  that is not designed or suitable for use
          in conjunction with the Equipment purchased from Supplier);

               d. Power failures,  surges,  fire,  flood,  accident,  actions of
          third parties or other like events outside Supplier's control. Repairs
          necessitated during the warranty period by any of the foregoing causes
          specified in Section 4.4 may be made by Supplier,  and Customer  shall
          pay Supplier  standard  charges for time and materials,  together with
          all shipping and handling charges arising from such repairs.


     5.   Software.

               a.   License  to   Software.   Supplier   grants  to  Customer  a
          non-exclusive,  non-transferable  license  to  use  the  Software  and
          related  documentation   provided  hereunder.   The  license  term  is
          perpetual and shall continue as long as Customer continues as a viable
          entity, the fees for support and maintenance are current and the other
          terms of this Agreement are met. The Software may include software and
          documentation  that are  owned by third  parties  and  distributed  by
          Supplier under license from the owner.

               b. Copies of Software.  Customer shall not make any copies of the
          Software, except as authorized in writing by Supplier.

               c.  Confidentiality  of  Software.  Customer  shall  maintain the
          confidentiality of the Software and shall not sub-license, sell, rent,
          disclose, make available, or otherwise communicate the Software to any
          other person,  or use the Software  except as expressly  authorized in
          writing by Supplier.

               d.  Ownership  of Software.  The Software and all copies  thereof
          will at all times remain the sole and  exclusive  property of Supplier
          or its licensor, as applicable,  and Customer shall obtain no title to
          the Software.


               e. Copyright.  Customer shall reproduce all copyright notices and
          any other  proprietary  legends  on any copy of the  Software  made by

               f.  Alteration.   Customer  shall  not  modify,  disassemble,  or
          decompile the Software.

               g. Media. If Customer sells or otherwise  disposes of media owned
          by Customer on which the Software is fixed,  such media must be erased
          before any sale or disposal.

               h. Warranty.  Supplier does not warrant that the operation of the
          Software will be error free.  However,  Supplier  will use  reasonable
          efforts to correct any  defects  reported by Customer in writing or by
          verbal  notification  to  Supplier  following  the date of shipment or
          installation,  if installation  was by Supplier,  exclusive of defects
          caused by physical imperfections in Software discs due to mishandling,
          operator  error or  interfacing  other systems that are not compatible
          with the operations of the Equipment.

               i. Substantial  Compliance.  Supplier  warrants that the Software
          provided  under  this  Agreement   substantially   complies  with  the
          representations made by Supplier when demonstrating the Software.


     6.   Title and Risk of Loss.

               a. Date of Delivery.  Delivery of any item of the  Equipment  and
          Software shall be deemed complete when Customer  acknowledges  receipt
          of the Equipment and Software by signature at time of delivery.  Title
          to, and risk of loss for, the  Equipment and Software sold or licensed
          under this  Agreement  shall pass to Customer upon delivery as defined

               b. Security Interest. As security for the full and prompt payment
          and  performance  when due of all  obligations of Customer to Supplier
          under this  Agreement,  Customer  hereby grants to Supplier a security
          interest in all Equipment and Software supplied to Customer hereunder.
          Customer  shall  execute any notice or other  documentation  as may be
          reasonably  requested  by Supplier at any time in order to  accomplish
          the  intentions  of this  section.  This  obligation  shall include an
          obligation  to execute any and all necessary  financing  statements to
          perfect the security  interest  herein  granted to Supplier as well as
          its ownership  interest,  if any, herein evidenced in order to perfect
          Supplier's  interest in the  Equipment  and Software and its rights to
          payment and  performance  by Customer under this  Agreement.  Supplier
          shall pay all expenses of filing any  necessary  financial  statements
          and documents with the appropriate public offices.

     7.   Installation  Services.  The  following  shall apply in the event that
          installation  and/or  integration  services  are part of any  purchase
          order received by Supplier under this  Agreement.  In connection  with
          the providing of installation  and/or integration  services,  Customer
          and Supplier agree that the following shall be applicable:


               a. Access to Customers  Premises.  Customer shall allow employees
          or agents of Supplier access to the premises and facilities  where the
          Equipment and Software is to be installed at all hours consistent with
          the requirements of the Project Plan.

               b. Access Necessary to Complete  Project.  Customer shall provide
          Supplier   with   all    resources    and   required    documentation,
          specifications,  procedures,  equipment, and systems as well as access
          to employees,  agents,  consultants,  or third  parties  necessary for
          completion of the installation services.

               c.  Environmental.  Customer  shall assure that the premises will
          meet all temperature, humidity controlled,  air-conditioned, and other
          environmental  requirements  set  forth  in the  applicable  Equipment
          specifications  and  will  be dry  and  free  from  dust  and in  such
          condition  as not  to be  injurious  to the  employees  or  agents  of
          Supplier or the Equipment to be installed.

               d. Mechanical.  Customer shall provide all cabling, patch cables,
          patch  panels,  conduits,  floor  reinforcements  or other  mechanical
          modifications pertinent to installation of the Equipment for all sites
          where the Equipment and Software will be installed.

               e.  Electrical.  Customer shall provide ample electric current of
          proper voltage for any necessary purpose suitable  terminated in rooms
          and work spaces where it is required.

               f. Space for  Installation.  Customer shall provide  suitable and
          easily  accessible  space for installation of the Equipment within the

               g. Permits and Approvals.  Customer shall be responsible  for the
          timely  and  proper  securing  of  all  permits,  licenses,  consents,
          including  landlords,  and approvals in connections  with the purchase
          and installation of the Equipment, if any.

               h. Indemnification. Customer specifically agrees to indemnify and
          hold  Supplier  harmless  from all  liability  and costs  arising from
          Customer and its  contractors,  subcontractors  and employees for site
          preparation efforts or for the latent conditions of the site.

               i. Installation. Supplier will install the Equipment and Software
          at the premises requested by Customer. Customer will pay an additional
          charge for any required  cable or conduit or  additional  coordination
          performed by Supplier.  Supplier  will use its best efforts to install
          the  Equipment  and Software  without  damaging  Customer's  premises.
          Supplier,  however,  will not be  responsible  for  replacing  ceiling
          tiles,  painting,  plastering  or making  other  repairs to  Customer'
          premises   resulting  from  the  installation  of  the  Equipment  and
          Software. Customer hereby holds Supplier harmless from any such damage
          to  Customer'  property,  unless  the  damages  are  the  result  of a
          negligent act or omission of Supplier's employee or subcontractor.

               j.  Completion  of  Installation.  Supplier  shall  complete  the
          installation   services   in   accordance   with   Supplier's   normal
          installation practices. Supplier shall perform its standard acceptance
          testing on the installed Equipment and Customer agrees to monitor said
          testing.  Upon completion thereof, as described above,  Supplier shall
          notify  Customer  the  Equipment  has been  installed  and operates in


          accordance with applicable  test and performance  specifications.  The
          date of such notification shall be the installation date. Supplier may
          at its sole  discretion  use  subcontractors  to provide  installation

     8.   Training, Maintenance, and Support Services.

               a. Training. Supplier will provide documents, manuals, and visual
          aids to be utilized in the required  training of Customer's  employees
          in use of Equipment and Software purchased under this Agreement.

               b. Company Trainers. Customer shall designate specific members of
          its staff as "Company  Trainers."  once fully trained and certified by
          Supplier,  Company  Trainers  will  become the first  resources  to be
          contacted by Customer' personnel who require assistance.  Questions or
          problems that cannot be resolved by Company  Trainers will be referred
          to Supplier.  Company  Trainers may be required to attend refresher or
          re-certification  training  from  time  to  time  if  necessitated  by
          changes, expansion or improvements in said Equipment and Software. The
          Parties  agree  that  training  of  the  Customer's  "Trainers"  shall
          commence on or about end of 2001. In situations  where it is necessary
          for  Supplier's  personnel to travel in order to provide  services for
          Customer,   Customer   agrees   to  pay  all   travel   expenses   for
          transportation, food and lodging.

               c.  Modifications and Customization of Software.  Suppliers shall
          not be responsible for providing any  customizations  to the Equipment
          and Software purchased under this Agreement, including but not limited
          to "Interfaces" to other software or hardware  systems owned,  leased,
          or licensed by Customer.  If Customer desires  specific  modifications
          and/or  customizations  to the Equipment and Software  purchased under
          the Agreement,  then Customer may retain  Supplier's  services for the
          development  of  said  applications  and  will be  contracted  under a
          separate  agreement.  d.  Maintenance  Fees.  Customer  agrees  to pay
          monthly  maintenance  and support fees for web-sites  development  and

               e.  Support  Services.  So long as Customer is current on monthly
          support and  maintenance  fees,  Supplier  shall provide the following
          support services for Software purchased under this Agreement.

               i.  Upgrades.  Supplier  shall  provide  any  and  all  upgrades,
          enhancements,  or  additions  to  existing  functionality  of Software
          purchased  under  this  Agreement.  Customer  acknowledges  that  such
          upgrades and  enhancements  may not be operative in  conjunction  with
          either customized or modified software created by or for Customer, and
          that Supplier  will not be obligated to retrofit the same.  Except for
          those  modifications and  customizations  agreed upon and performed by
          Supplier on behalf of Customer.

                    ii.  Assistance.  For  the  first  thirty  (30)  day  period
               following  the  installation  date  at  each  customer  location,
               Customer  shall be  entitled to 1 to 2 hours of  assistance  from
               Supplier at no charge each month.  Calls for assistance which are
               in excess of the allowances  stated above shall be charged at the
               rate of Industrial Standard.

                    iii.  Defects.  In the event that a problem is  reported  to
               Supplier as a defect in an Equipment or Software  purchased under


               this Agreement, and Supplier's diagnosis confirms that the defect
               is related to  customizations  or  modifications to said products
               made by Customer or an agent of  Customer,  Supplier  retains the
               right to  invoice  Customer  for all time spent  diagnosing  said
               problem at a rate of  Industrial  Standard per hour.  Any further
               work  will be  billable  only at  Customer'  option  and  request
               pursuant to a purchase order and/or separate Service Agreement.

     9.   Excusable Delay.  Supplier shall be excused from performance under the
          purchase  order and not be liable to Customer for delay in performance
          attributable  in whole or in part to any cause  beyond its  reasonable
          control,  including  but not  limited  to,  action or  inaction of any
          government,  war, civil disturbance,  insurrection,  sabotage,  act of
          public  enemy,  labor  strike,  difficulty  or dispute,  unpredictable
          failure   or  delay   in   delivery   by   Supplier's   suppliers   or
          subcontractors,   transportation  difficulties,  shortage  of  energy,
          materials,  accident,  fire,  flood,  storm  or other  act of God,  or
          Customer'  fault or  negligence.  In the event of an excusable  delay,
          Supplier  shall  make  reasonable  efforts to notify  Customer  of the
          nature and extent of such a delay and  Supplier  will be entitled to a
          reasonable  schedule  extension.  In the  event a delay  results  from
          Customer's  fault or negligence,  Supplier will also be entitled to an
          equitable  adjustment  calculated on a time and materials  basis which
          shall be mutually agreed upon.

     10.  Change, Cancellation, and Termination.

               a. Cancel of Purchase Order. If Customer cancels a purchase order
          within  thirty (30) days prior to scheduled  shipment  date,  Customer
          shall pay to Supplier a restocking  fee of Twenty percent (20%) of the
          canceled  purchase order.  Supplier shall not assess any  cancellation
          charges if Supplier cancels an order.

               b. Breach of Agreement.  In the event that either Party  breaches
          any provision of this Agreement,  and fails to cure such breach within
          thirty  (30) days  after  written  notice  from the other  Party,  the
          breaching Party shall be in default.

               c.  Liability  of  Supplier.  Supplier's  maximum  liability  and
          Customer's  maximum  recovery  for  any  claim  arising  out  of or in
          connection  with the sale or use of the Equipment  and Software  shall
          not in the  aggregate  exceed  the  price  paid by  Customer  for such
          Equipment and Software hereunder.

               d.  Changes to  Software.  Supplier  agrees that it will not make
          changes in the Software  that will prevent  Customer  from running the
          Software on the  Equipment  provided by Supplier as part of its system
          for a One (1) year period following installation. Supplier agrees that
          if such event occurs, it will provide a refund to Customer  calculated
          upon a Month-by-Month  pro-rated  depreciation  schedule.  The Parties
          understand that the aforementioned hardware will only be guaranteed to
          operate with the Software for a One (1) year period. Hardware upgrades
          may be required in order to operate  future and  improved  versions of
          the Software.  Supplier  shall provide Three (3) months advance notice
          of  anticipated  changes in future  versions of the Software that will
          require Customer to upgrade or replace existing  Equipment in order to
          operate said future versions of the Software upon its general release.


     11.  Infringement Indemnification.

               a.  Notification  of  Infringement.  Customer  agrees to promptly
          notify Supplier in writing of any notice,  suit, or any action against
          Customer based upon a claim that the Software infringes a U.S. patent,
          copyright,  trademark, or trade secret of a third party. Supplier will
          defend at its expense any such action,  except as excluded below,  and
          shall have full  control of such  defense  including  all  appeals and
          negotiations,  and will pay all settlement  costs,  or damages awarded
          against  Customer,  but  Supplier  shall not be liable to Customer for
          special incidental, indirect or consequential damages.

               b.  Replacement  of  Infringed  Software.  In the  event  of such
          notice,  suit or action,  Supplier  will at its  expense  procure  for
          Customer  the right to  continue  using the  Software,  or modify  the
          Software to render such non-infringing, or accept, return, and replace
          such with substantially equivalent  non-infringing software, or accept
          return of the  Software and refund or credit to Customer the amount of
          the original purchase price, less a reasonable charge for depreciation
          (based upon a Month by Month usable life).

               c.   Limitations  on   Infringement   Liability.   The  preceding
          agreements  by  Supplier  in  this  section  shall  not  apply  to any
          hardware, software, or related product or portion thereof manufactured
          to  specifications  furnished  by or on  behalf  of  Customer,  to any
          infringement  arising out of the use of the  Software  in  combination
          with other  hardware,  software,  or related  product not furnished by
          Supplier,  or to any patent,  copyright,  trademark or trade secret in
          which  Customer or  subsidiary or affiliate  thereof,  has a direct or
          indirect  interest,  or if Customer  has not  provided  Supplier  with
          prompt notice,  authority,  information  and  assistance  necessary to
          defend the  action.  The  foregoing  states the  entire  liability  of
          Supplier   for  patent,   copyright,   trademark   and  trade   secret
          infringements by the Software or portion thereof.

     12.  Technical Data and Invention.

               a. Technical Data. Unless  specifically  identified and priced in
          this  contract as a separate item or items to be delivered by Supplier
          (and in that event,  except to the extent so  identified  and priced),
          the sale of goods  hereunder  confers on Customer no right in, license
          under,  access to, or  entitlement  of any kind,  to any of Supplier's
          technical   data   including  but  not  limited  to  design,   process
          technology,  software and drawings, or to technical data including but
          not limited to design,  process technology,  software and drawings, or
          to Supplier's  invention  (whether or not patentable)  irrespective of
          whether any such  technical  data or invention or any portion  thereof
          arose out of work  performed  under or in the course of this contract,
          and  irrespective of whether  Customer has paid or is obligated to pay
          Supplier for any part of the design and/or development of the goods.

               b. Data Received from  Customer.  Supplier shall not be obligated
          to  safeguard  or hold  confidential  any data  whether  technical  or
          otherwise,  furnished by Customer for  Supplier's  performance of this
          contract  unless (and only to the extent  that)  Customer and Supplier
          have entered into a separate mutual non-disclosure and confidentiality


               c.  Data  Received  from  Supplier.   Customer  acknowledges  and
          recognizes  that  Supplier is in the  business  of selling  computers,
          computer  components  and equipment,  and software,  which business is
          highly  competitive,  and that Customer,  during its relationship with
          Supplier,  will  have  access  to and  become  familiar  with  certain
          proprietary  information of Supplier,  including  without  limitation,
          client  information,  design  information,  methods of operation,  and
          technical  data of a highly  confidential  nature.  During the term of
          this  Agreement  and at all times  thereafter,  Customer  agrees that,
          unless this  information has already become common knowledge or unless
          required  to disclose  it by a court  order or  governmental  process,
          Customer  shall hold the  information  in trust solely for  Supplier's
          benefit and Customer shall not use or exploit such information for its
          own benefit,  and shall not directly or indirectly  disclose it to any
          person or  entity,  other  than  Customer's  employees  or  personnel,
          without  Supplier's  prior written  permission.  Customer may disclose
          such  information  to its  employees and  personnel,  but only if such
          employees and personnel have a need to know of such information in the
          course of Customer's  operation of its  business.  With respect to all
          confidential  information,  Customer  will  instruct its employees and
          personnel to keep this information confidential and not to disclose it
          directly  or  indirectly  to any person or entity  without  Supplier's
          prior written permission.

     13.  Sale or Cessation of Customer's  Business.  In the event of (i) a sale
          or other disposition of Customer's  business,  either by sale or other
          disposition of all or  substantially  all of its assets or the sale or
          other  disposition  of  all  or a  majority  of  the  stock/membership
          interests in Customer,  or (ii) an assignment  or other  conveyance of
          its rights to manage and operate the Coffee  Stores under the Wal-Mart
          Agreement,  Customer  agrees that it will cause the  transferee of the
          business or the assignee of its rights under the Wal-Mart Agreement to
          assume  Customer's  obligations  under  this  Agreement  and  no  such
          transfer  or  assignment   shall  operate  to  release  Customer  from
          Customer's  obligations under this Agreement without the prior written
          consent  of  Supplier  in  Supplier's  sole and  absolute  discretion.
          Customer further agrees that prior to execution of this Agreement,  it
          will provide Wal-Mart with notice of this Agreement and the provisions
          of this Section 13. In the event of a liquidation  or other  cessation
          of Customer's  business  (without  sale or transfer of the  business),
          Customer  shall give  Supplier at least Three (3) months prior written
          notice of its intention to discontinue its business. Failure to comply
          with this  Section  13.  Shall  constitute  a material  breach of this
          Agreement by Customer.

     14.  Assignment.  Neither  Party may assign this  Agreement  in whole or in
          part without the prior written  consent of the other Party.  (It shall
          not be considered an "assignment" if either Party applies the contract
          to wholly  owned  subsidiaries,  or, to other  ventures  in which they
          remain the  controlling  entity,  provided,  however that the forgoing
          shall not release such Party from or affect such  Party's  obligations
          under this Agreement.)

     15.  Term. This Agreement shall become effective on the date upon which the
          Party last  signing  below signs this  Agreement  and shall  remain in
          effect for so long as the Wal-Mart Agreement remains in effect, unless
          otherwise  terminated  earlier pursuant to the terms of this Agreement
          or  terminated  earlier  by mutual  written  consent  of the  Parties.
          Furthermore,  either Party may terminate this Agreement immediately in


          the  event  that the other  Party has  breached  a  provision  of this
          Agreement and has failed to cure the breach  within a reasonable  time
          or in  the  event  that  the  other  Party  shall  become  liquidated,
          dissolved,  bankrupt or  insolvent,  or shall take any action to be so

     16.  Miscellaneous.

               a.  Entire  Agreement.   This  Agreement  and  attached  Exhibits
          constitute  the entire  agreement  between  Customer and Supplier with
          respect to the subject matter hereof and there are no representations,
          understandings  or  agreements  which are not fully  expressed in this

               b. Cooperation. The Parties acknowledge and agree that successful
          completion  of this  Agreement  shall require the full and mutual good
          faith cooperation of each of the Parties.

               c. Amendments. No amendment,  change, waiver, or discharge hereof
          shall be valid unless in writing and signed by the Party against which
          such amendment, change waiver, or discharge is sought to be enforced.

               d. Nevada Law;  Exclusive  Jurisdiction and Venue. This Agreement
          shall be governed  in all  respects by the laws of the State of Nevada
          without regard to its conflict of laws provisions, and Corporation and
          Contractor  agree that the sole and exclusive  venue and  jurisdiction
          for disputes  arising  from this  Agreement  shall be the  appropriate
          state or federal court  located in the City of Reno,  and Customer and
          Supplier hereby submit to the venue and jurisdiction of such courts.

               e. Notice.  Any notice provided  pursuant to this  Agreement,  if
          specified  to be in  writing,  shall be in writing and shall be deemed
          given (i) if by hand delivery,  upon receipt thereof, (ii) if by mail,
          three (3)  business  days after  deposit in the United  States  mails,
          postage prepaid, certified mail, return receipt requested, (iii) if by
          facsimile transmission,  upon electronic confirmation thereof, (iv) if
          by electronic mail (e-mail),  upon electronic  confirmation thereof or
          (v) if by next day delivery service,  upon such delivery.  All notices
          shall be addressed  as follows (or such other  address as either Party
          may in the future specify in writing to the other):

In the case of Supplier:                                In the case of Customer:

Attn:  Mr. Henry Rolling                                Attn:  Mimi H. Ban
321 Broadway Blvd.                                      16912 Gridley Place
Reno, Nevada 895022                                     Cerritos, CA 90703
Phone:  (775) 322-5567                                  Phone:  (714) 994-5800
Email:  ___________________________                     Email:

               a. Waiver.  The wavier or failure of either Party to exercise any
          right in any respect  provided for herein shall not be deemed a waiver
          of any further right hereunder.

               b. Interpretations.  All references to "Business Days" shall mean
          all days excluding  Saturdays,  Sundays and legal holidays observed in
          Reno,  Nevada.  All references to the masculine,  feminine,  neuter or
          singular  shall  also  refer to the  masculine,  feminine,  neuter  or
          plural, where applicable.


               c. Severability.  If any section, portion, provision,  paragraph,
          clause, sentence,  language or word of this Agreement is determined to
          be invalid,  illegal,  void,  voidable or unenforceable for any reason
          whatsoever, this Agreement shall be read as if it did not contain such
          section, portion, provision,  paragraph, clause, sentence, language or
          word,  it is to that extent to be deemed  omitted,  and the balance of
          this Agreement shall remain enforceable.

               d.  Counterparts.  This  Agreement  may be  executed  in  several
          counterparts, including by means of facsimile signatures, all of which
          taken  together  shall  constitute  the entire  agreement  between the
          Parties hereto.

               e. Headings.  The section  headings used herein are for reference
          and  convenience  only and  shall not  enter  into the  interpretation

               f.  Approvals  and Similar  Actions.  Unless  otherwise  provided
          herein,  where  agreement,  approval,  acceptance,  consent or similar
          action by either  Party  hereto is required by any  provision  of this
          Agreement,  such action shall not be unreasonably delayed or withheld.
          g.  Attorneys'  Fees.  Each Party hereto shall be responsible  for and
          shall pay for their own costs and attorneys' fees. Notwithstanding the
          foregoing, if either Party brings any action or proceeding, subsequent
          to the  execution  of this  Agreement,  to  interpret  or enforce  any
          provision hereof, the prevailing Party shall be entitled to reasonable
          fees and costs, including attorneys' fees.

               h.  Further  Documents.  Each Party agrees to perform any further
          acts and to execute and deliver any additional  documents which may be
          reasonably necessary to effectuate the provisions of this Agreement.

CUSTOMER:                                         SUPPLIER:

Viscus Coffee International Inc.,                 Make Your Move, Inc., a Nevada
a Delaware corporation                            Corporation

By/s/Mimi Ban                                     By/s/Henry L. Rolling
Name Mimi Ban                                     NameHenry L. Rolling
Title President                                   TitlePresident