RECITALS 
A.	Insignia is, among other things, a developer and host for Internet web e-catalogs and a provider of services utilizing the Insignia Accessories System ("System");

B.	Dealer desires to obtain a branded System, utilizing the Insignia Accessories System;

C.	Insignia and Dealer desire to enter into a relationship in which Insignia would provide Dealer with the development and hosting of a System and grant to Dealer the right to 
utilize the services of the Insignia Accessories System on the terms and conditions on pages one & two reflected herein.	

1.  AGREEMENT NOW, THEREFORE, the parties hereto agree as follows: 

2.  The Parties agree that the Recitals above are true and correct incorporated and made a part of this Agreement by this reference. Dealer acknowledges and agrees that notwithstanding the 
payment of any fee by Dealer under any Agreement with Insignia, Insignia and Insignia's licensors are and shall remain the owners of all Intellectual Property Rights constituting licensed 
technology together with all Trademarks and all Confidential Information developed by Insignia. Insignia shall own the Intellectual Property Rights in and to any Derivative Works made during 
the course of this Agreement. Derivative Works expressly made for Dealer by Insignia at the written request of Dealer, pursuant to a services agreement or other agreement, shall automatically 
be included within the licenses granted herein.

3.  Insignia Accessories System Description (herein "system") Insignia will make available to Dealer an Internet e-catalog, featuring the Insignia Accessories System, which shall be branded 
with the Dealer's logo and will be accessible utilizing the URL of http://www.igaccessories.com/Dealer (the "Affiliate URL").  The Dealer or the Dealer's web master will be provided with a 
manufacturer's accessories logo and link, which Dealer may, at Dealer's sole cost and expense, cause to be placed on the Dealer's propriety web page so as to permit visitors to the Dealer's 
web e-catalog to access the dealer's Affiliate URL directly. Insignia hereby reserves the exclusive right to determine the manner and selection of methodology for permitting access to the 
Affiliate URL through Dealer's proprietary web page. Pricing will be based on list prices established universally by the OE Manufacturer for every dealer in the Affiliate Network, reflecting 
either the defaults outlined above or adjusted in the manner set forth on page 3.

4.  Payment Terms All amounts due and payable hereunder are to be received by Insignia by the 30th day following the date of the invoice or statement rendered to Dealer setting forth such 
amount. Any payment not made as agreed will result in the immediate interruption or termination of service.  A re-connection fee may apply in the event service is to be restored following 
interruption due to nonpayment.

5.  Term The term of this Agreement shall continue month-to-month or as specified in Exhibit "A". If the term is month-to-month this agreement may be terminated by either party hereto upon 
thirty (30) days' prior written notice, otherwise this agreement shall continue in full for the time period specified in Exhibit "A".  At the end of the Term, this agreement shall automatically 
continue on a month-to-month basis.

6.  System Services Dealer shall become a member of the Insignia Group Affiliate Network of Dealers E-catalogs ("Affiliate Network") and with said membership Dealer will be indexed on the 
igaccessories.com main search e-catalog.  The Dealer's index shall link either to Dealer's main web e-catalog or the Dealer's Affiliate e-catalog set forth in paragraph 4 above.  The index 
system will allow members to be searched by the state of residence, thereby listing each Dealer in the Affiliate Network for each particular state and the city where the Dealer is located.  
Dealer will be solely responsible for providing its agents with a computer & software capable of connecting the dealer to the Affiliate Network Insignia Accessories System, and send and 
receive E-mail transmissions. 

7.  License Grant; Terms of Use Insignia hereby grants to Dealer, for the term of this Agreement, subject to the terms, conditions and obligations, herein set forth, a non-exclusive right 
and license to use the Affiliate Network System described herein, and all technology developed, created and arising there from or in connection therewith.  It is understood and agreed that 
the foregoing grant of a non-exclusive license does not preclude Insignia from using, or licensing the Affiliate Network System to other third party users.  The Affiliate Network System will 
be subject to the terms of use posted thereon from time to time.  All terms of use shall be at Insignia's sole discretion and shall be subject to change at any time.  Such terms of use shall 
be intended to prompt and regulate the responsible and lawful use of the Affiliate Network System. 

8.  Compensation Insignia shall be compensated for the services provided herein according to Exhibit "A."  In the event Insignia is asked to provide additional services to Dealer, those 
additional services will be charged at the flat hourly rate of $125.00. Additional set up fees and costs may apply if Dealer elects to add additional options and features including, but not 
limited to, additional shopping cart features, such as credit card processing, and thereby will be in addition to the fees to Dealer set forth on Exhibit "A." 

9.  Expiration Termination of Agreement: This agreement may be terminated by either party hereto upon thirty (30) days' prior written notice after the year has been completed. Early termination 
will require payment from the Dealer for the balance of the contract.  Insignia may terminate this Agreement without notice to Dealer upon Dealer's failure to pay any amounts due hereunder 
within fifteen (15) days of the due date thereof or the breach of any other term of this Agreement which is not cured within ten (10) days following written notice of such breach to Dealer.  
Upon termination of this Agreement, a final invoice will be rendered to Dealer for any remaining "setup fees" due through the end of the Term and /or current month's maintenance fees.  
Dealer is responsible for immediate remittance of the payment on the final invoice to Insignia upon receipt thereof.  Upon termination of this Agreement, all of the rights granted hereunder 
to Dealer shall terminate.  Dealer covenants and agrees that it will cease and desist, upon the termination of this Agreement, from making any use whatsoever of the Affiliate Network web 
e-catalog and in no respect whatsoever shall Dealer challenge Insignia's exclusive rights to the trademarks or copyrights or Insignia's rights to license the same to others.  Insignia shall 
not be liable to Dealer for damages of any kind, including, but not limited to, incidental, special or consequential damages, on account of the termination of this Agreement in accordance 
with the termination provision hereof.   

10.  Disclaimer of Warranties All Licensed Technology, Third Party Technology, Confidential Information and other products or technologies provide by Insignia are provided "AS IS," without 
warranty of any kind.  Correction of Errors is provided under this Agreement when the Error is reported to Insignia.  Insignia shall not be liable to Dealer for interruptions in service, 
business interruptions, incidental, punitive, special or consequential damages, loss of data, replacement of goods, loss of use of data or software or equipment, or the loss of anticipated 
revenue or projections arising under any theory of liability, even if notice is given of the possibility of such damages. In the event of a disruption in service, Insignia shall use its best 
efforts to restore such service as soon as reasonably practicable.  NO REQUEST FOR PROPOSAL, PROPOSAL CORRESPONDENCE, ADVERTISEMENT, BID OR VERBAL REPRESENTATION CONCERNING THE LICENSED 
TECHNOLOGY, THIRD PARTY TECHNOLOGY, OR THE SERVICES PROVIDED BY INSIGNIA UNDER THIS AGREEMENT SHALL CONSTITUTE A WARRANTY OR GUARANTY.  THIS AGREEMENT CONSTITUTES THE SOLE BASIS FOR CORRECTION 
OF ERRORS IN THE LICENSED TECHNOLOGY.  INSIGNIA DISCLAIMS ALL OTHER WARRANTIES, STATUTORY, EXPRESS, IMPLIED OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO THE 
LICENSED TECHNOLOGY, THE THIRD PARTY TECHNOLOGY, INSIGNIA'S CONFIDENTIAL INFORMATION, AND SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF DESIGN, 
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  

11.  Waiver No failure to exercise, or delay in exercising, on the part of either party, any right, power or privilege hereunder shall operate as a waiver therefore nor will any single or 
partial exercise of any right, power or privilege hereunder preclude the further exercise of the same right or the exercise of any other right hereunder.

12.  Governing Law; Jurisdiction; Venue This Agreement shall be governed by and construed in accordance with the law of the State of Florida and jurisdiction and venue shall properly lie in 
the County Court in and for Pinellas County, the Sixth Judicial Circuit Court of the State of Florida, or in the United States District Court for the Middle District of Florida (Tampa Division).
    
13.  Attorneys' Fees Dealer agrees to pay for all of Insignia's reasonable legal fees and costs, including, without limitation, disbursements, court costs, the cost of appellate and post 
judgment proceedings, the cost of bankruptcy proceedings, including, but not limited to filing and contesting a claim, and paralegal and law clerk fees, whether or not an action is brought, 
for the services of counsel employed to enforce any of the obligations contained in this Agreement or in connection herewith.  

14.  Severability of Provisions If any provision of this Agreement or the application of such provision to any person or circumstance is held invalid, the remainder of this Agreement and the 
application of such provision, other than to the extent it is held invalid, will not be invalidated or affected thereby. 

15.  Entire Agreement; Amendment and Waiver; Facsimile and Counterparts This Agreement constitutes the entire agreement and understanding between Dealer and Insignia relating to the subject 
matter hereof, and supersedes all prior agreements or understandings, whether written or oral, among the Parties to this Agreement with respect to the subject matter hereof.  This Agreement 
may be amended only by written agreement executed by all the Parties hereto, and no provision of this Agreement and no right or obligation of either party under this Agreement may be waived 
except by written agreement executed by the party waiving the provision, right, or obligation.  A facsimile of this Agreement, or any part of it, shall be enforceable as an original.  This 
Agreement may be executed and enforced in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  

16.  Notices All notices required or contemplated by this Agreement shall be deemed effective only if written and delivered in person or by first class, regular mail to the address set forth 
in this Agreement. Either Party may change their address by giving notice thereof to the other Party.  

17.  THE PARTIES HEREBY EXPRESSLY, KNOWINGLY AND VOLUNTARILY CONSENT AND AGREE TO THE WAIVER OF EITHER PARTY'S RIGHT TO TRIAL BY JURY.  IN WITNESS WHEREOF, Dealer and Insignia have executed 
this Agreement as of the date set forth above.

20090915