VAR/OEM SAMPLE Software Resale Agreement

This Agreement is by and between Pension Systems Corporation, a California corporation, and Company, a ___________ corporation with a principal place of business at __________________ (hereinafter referred to as "Company").

Pension Systems Corporation has developed the software product(s) described in the attached Schedule A (the "Licensed Software" or "Software"), and developed printed and video materials described in Schedule A-1 (the "Licensed Materials" or "Materials"), versions of which will be provided to Company for distribution under this Agreement. In this Agreement the term "distribution" shall include either physical or Internet distribution to end-users, and/or utilization of Licensed Software and Materials over the Internet in web-based applications.

Company desires to sell, market and promote the Licensed Software and Materials under Company'S trade name as described in Schedule A, and Schedule A-1, to end users, subject to the provisions of this Agreement.

In consideration of the foregoing and the mutual promises set out in this Agreement, the parties agree as follows:

Grant of License
Pension Systems Corporation hereby grants to Company a nonexclusive nontransferable right and license to market and distribute the Licensed Software and Licensed Materials to its customers in the United States. This license includes but is not limited to a nonexclusive right to use Pension Systems Corporation patented and patent-pending software product(s), and a nonexclusive right and license under applicable copyright laws to reproduce and distribute the Pension Systems Corporation Licensed Materials, subject to the terms of this Agreement.

License Terms to End-Users
Company shall provide the Licensed Software and Licensed Materials to Company customers only under the terms of a license that includes provisions that are legally sufficient to (i) notify the end user that the Licensed Software is protected by patent, patent-pending and copyright, (ii) notify the end user that the Licensed Software and Materials are being licensed (not sold) and that ownership is not being transferred, (iii) prohibit copying or transfer of the Licensed Software or Licensed Materials, (iv) prohibit reverse programming, decompilation, and other reverse engineering of the Licensed Software, (v) disclaim ALL WARRANTIES WITH RESPECT TO THE USE OF THE LICENSED SOFTWARE AND LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING, and (vi) limit Pension Systems Corporation's liability related to the Licensed Software and Materials to license fees actually paid by Company for the Licensed Software and Materials. Company shall only distribute the Licensed Software under the terms of Pension Systems Corporation's standard license agreement to end-users.

Customized Diskettes and CD- ROM (optional)
Pension Systems Corporation shall provide Company with diskettes and/or a CD-ROM of the Licensed Software, configured for each Company customer, per Company instructions from its customers. Pension Systems Corporation shall not be responsible for any materials provided to an end user other than the Licensed Software, as configured per Company instructions, and Materials.

Changes in Licensed Products and Software License Agreements
Pension Systems Corporation shall have the right at any time and from time to time, in its sole discretion, (i) to change the design, capabilities, or other characteristics of any Licensed Software and Materials or discontinue the production or marketing of any Licensed Software or Materials without prior notice of any kind, and (ii) to change the terms and conditions of any of its standard software license to end users. Pension Systems Corporation shall not have any obligation to make upgrades or enhancements to the Licensed Software or Materials, but any upgrades or enhancements that are provided to Company shall automatically be deemed included as part of the Licensed Software and Materials.

Upon making any changes to the Licensed Software, Pension Systems Corporation shall provide to Company replacement CD-ROMs, and Company shall thereafter license, market, and distribute only the version of the Licensed Software contained on the replacement CD-ROMs. Company shall not modify, alter, reverse engineer, decompile, or disassemble the Licensed Software or remove or alter any notices, legends or proprietary markings that are placed upon or contained in the Licensed Software.

Upon making any changes to the Licensed Materials, Pension Systems Corporation shall provide to Company a replacement materials, and Company shall thereafter license, market, and distribute only the version of the Licensed Materials provided. Company shall not modify or alter Licensed Materials or remove or alter any notices, legends or proprietary markings that are placed upon or contained in the Licensed Materials.

Royalties and Fees
In consideration of the rights granted to Company under this Agreement, Company shall pay to Pension Systems Corporation the royalties and fees set out in Schedule B. Except as otherwise specified in Schedule B, all payments hereunder shall be made by Company within thirty (30) days after the date of Pension Systems Corporation's invoice. Or, in the case of monthly or quarterly payments, within thirty (30) days after the end of the applicable month or quarter. If any royalties or fees are based upon the number of copies of Licensed Software and Materials distributed by Company or upon revenues received by Company, accurate records shall be kept by Company sufficient to show compliance with this Agreement, and Pension Systems Corporation or its representative shall have the right, at Pension Systems Corporation's expense, to examine such records from time to time during regular business hours for the purpose of verifying the accuracy of payments due under this Agreement. If the examination reveals an underpayment of five percent (5%) or more of amounts due under this Agreement with respect to the period of time being examined, the expenses of the examination shall be borne by Company.

Technical Support
Pension Systems Corporation agrees to provide to Company a level of telephone support to Company's technical support staff that is substantially equivalent to the support provided by Pension Systems Corporation to OEMs generally as articulated in Schedule D, Technical Support, herein.

Marketing Practices and Use of Trademarks
Company shall not take any action relating to the Licensed Software or Materials that reflects unfavorably on the Licensed Software or Materials or upon Pension Systems Corporation's good name, goodwill, and reputation. Company shall not make any representations or warranties regarding the Licensed Software or Materials, except as authorized in writing by Pension Systems Corporation. Company shall not have the right to use any of Pension Systems Corporation's trademarks, trade names, service marks, logos, or designations, except as specifically approved in writing by Pension Systems Corporation

Distributor Agreements
If Company distributes the Licensed Software and Materials through distributors, Company shall exercise all reasonable efforts to ensure that its distributors conduct their business in a manner that is consistent with the terms of this Agreement and permits Company to comply with all of its obligations hereunder. Company shall ensure that Distributors and any subsequent resellers only distribute the Licensed Software and Materials under the terms of a license that is fully and unequivocally consistent with the terms of this Agreement; this shall include, but not be limited to, distributing and licensing Licensed Software and Materials as set out in Pension Systems Corporation's standard license agreement.

Compliance with Laws
Company shall conduct its business in compliance with all applicable laws and regulations in any way related to the Licensed Software and Materials or to the exercise of Company's rights under this Agreement. Without limiting the generality of the foregoing, Company shall not market or distribute any Licensed Software and Materials in violation of any United States law relating to the export or re-export of goods or technical information, including without limitation, the Export Administration Act of 1979 as amended from time to time and any regulations promulgated thereunder, or engage in any act that violates the U.S. Foreign Corrupt Practices Act as amended from time to time or any regulations promulgated thereunder.

Ownership of Intellectual Property
Pension Systems Corporation represents that it has all rights and licenses necessary to grant the rights and licenses set out in this Agreement. Company acknowledges that all intellectual property rights in and relating to the Licensed Software and Licensed Materials, including but not limited to any patents, patents pending, copyrights, trade secrets, and trademarks, whether developed prior to or after the date of this Agreement, are and shall remain the property of Pension Systems Corporation or its licensors.

Confidential Information
The parties acknowledge that during the term of this Agreement, each of them may receive from the other confidential information, including any and all information and know-how related directly or indirectly to the disclosing party, its business, or its products that is conspicuously marked "CONFIDENTIAL", "PROPRIETARY", or with other words of similar import, or that the receiving party knows is not publicly available. The receiving party shall not use or disclose the confidential information except in connection with, and as contemplated by, this Agreement. The receiving party shall use at least the same degree of care to avoid disclosure or unauthorized use of confidential information as it employs with respect to its own most confidential and proprietary information, but at all times shall use at least reasonable care. The receiving party shall not have any obligation of confidentiality with respect to any information that (i) is already known to the receiving party at the time the information is received from the disclosing party, as proven by prior documents or records of the receiving party; or (ii) is or becomes publicly known through no wrongful act of the receiving party; or (iii) is rightfully received by the receiving party from a third party without restriction.

Limited Warranty
Pension Systems Corporation WARRANTS THAT the licensed software and materials conform to any warranties set forth in Pension Systems Corporations standard End User License for the licensed software and materials. Such warranties are in lieu of and exclude all other warranties, whether to Company or any customer of Company, whether express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose.

Limitation of Liability
Company's Limitation of Liability
IN NO EVENT SHALL Company BE LIABLE for incidental, special or consequential damages of any kind or the loss of anticipated profits arising from any breach of this Agreement beyond the net income received by Company during the 12 (twelve) months immediately preceding the date Company is notified of the claim giving rise to liability.

Pension Systems Corporation's Limitation of Liability
EXCEPT AS EXPRESSLY SET FORTH ABOVE, in no event shall Pension Systems Corporation be liable for incidental, special or consequential damages of any kind or the loss of anticipated profits arising from any breach of this Agreement even if Pension Systems Corporation is notified of the possibility of such damages. In no event shall Pension Systems Corporation's liability under this Agreement exceed the sum total of royalty payments received by Pension Systems Corporation under this Agreement.

Indemnification by Pension Systems Corporation
Pension Systems Corporation shall defend Company and Company's officers, directors, shareholders and employees (the "Indemnified Parties") against or settle any claims that the Licensed Software or Materials infringes a United States or foreign patent, copyright or trade secret or dilutes or infringes any trademarks, or service marks protected under the common or statutory laws then in existence of the United States or the relevant jurisdiction. Pension Systems Corporation shall pay all costs (including reasonable legal fees) and damages made in settlement or awarded as a result of any such action. If a final injunction is obtained in any such action restraining the use of the Licensed Software by any customer of Company or if Pension Systems Corporation believes that the Licensed Software is likely to become subject of a claim of infringement, Pension Systems Corporation shall, at its option and expense, (i) procure for Company's customer the right to continue using the Licensed Software, (ii) replace or modify the Licensed Software so that it becomes non-infringing or (iii) refund to Company the royalties paid by Company under this Agreement during the immediately preceding twelve (12) months, whereupon Company shall promptly cease using the Licensed Software. Notwithstanding the foregoing, Pension Systems Corporation shall have no obligation with respect to any action brought against Company based on an allegation of patent, copyright, service mark, trademark or trade secret infringement unless Pension Systems Corporation is promptly notified by Company in writing of such action and is allowed complete control of the defense of such action and all negotiations for its settlement or compromise. In the event that Company is delayed in notifying Pension Systems Corporation of a claim of infringement, Pension Systems Corporation may not be relieved of its obligations under this Paragraph provided Company provides clear and convincing proof that Pension Systems Corporation was not prejudiced by such delay. These provisions state Pension Systems Corporation's entire liability with respect to infringement or dilution of patents, copyrights, service marks, trademarks or trade secrets.

Indemnification by Company
Company shall defend, indemnify, and hold harmless Pension Systems Corporation from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) suffered, incurred, or asserted against Pension Systems Corporation arising out of or related to alleged losses or damages (including but not limited to any loss of business profits, business interruption, or loss of business information) suffered or incurred by any third party in connection with the use of Company's products or suffered or incurred by a third party as a result of any breach of this Agreement by Company.

Term of Agreement
The initial term of this Agreement, and Company's nonexclusive license hereunder, shall continue in force for a period of one year, unless it is terminated earlier as provided herein. Upon expiration of the initial term, this Agreement shall automatically renew for successive one-year terms unless either party notifies the other in writing of its intent to discontinue this Agreement at least forty-five (45) days prior to the expiration of the then-current term.

Termination and Effect of Termination
Termination for Cause
Either party may terminate this Agreement and any outstanding purchase orders if the other party is in material breach of this Agreement and fails to cure that breach within thirty (30) calendar days after the receipt of a written notice from the non-breaching party specifying such breach.

Effect of Expiration or Termination
Expiration or termination of this Agreement shall not affect (i) any rights of either party which may have accrued up to the date of such termination, (ii) Company's right to distribute some or all of the units of Software Products and Materials and Combined Products in its inventory or which are on order by Company's customers (subject to terms of this Agreement), or such additional units as are required to fulfill orders resulting from Combined Product already advertised or submitted to publications or other media for advertising (iii) any sublicenses granted by Company to its customers with respect to the Software Product and Materials prior to such termination and (iv) the rights and obligations of the parties set forth in Sections 11,13,14 and 17.B. At Company's option, Pension Systems Corporation agrees to continue to fulfill such purchase orders for Software Products and Materials and/or Documentation submitted by Company prior to the termination of this Agreement. The terms of this Agreement shall continue to be applicable with respect to such Software Products and Materials distributed by Company hereunder after termination of this Agreement provided Company continues its obligation to make royalty payments.

Liability Upon Termination
Pension Systems Corporation shall have no liability to Company by reason of the expiration or termination of this Agreement for compensation, reimbursement, or damages of any kind, including but not limited to any loss of prospective profits on anticipated sales, loss of goodwill, or investments made in reliance on this Agreement. Each party acknowledges that it has received no assurances from the other that their business relationship under this Agreement will continue beyond the term established herein.

Return of Materials
Promptly upon the expiration or termination of this Agreement, Company shall return to Pension Systems Corporation the golden master diskettes or golden master CD-ROM and all other materials in Company's possession or control that belong to Pension Systems Corporation, and Pension Systems Corporation will return all materials or equipment in Pension Systems Corporation's possession or control that belong to Company.

Notices
All notices, demands, or other communications under this Agreement shall be in writing and shall be deemed given if served personally or sent by fax, overnight courier, or certified mail, postage prepaid, and addressed as follows:

To Pension Systems Corporation:
Pension Systems Corporation 10600 Wilshire Blvd., Suite 729 Los Angeles CA 90024	Phone: 1-310-441-4961 Fax: 1-818-474-8550 Email: jgilbert@401k-easy-online.com

To Company:
(Company) (Company mailing address) (Company mailing city, state, zip)	Phone: ________________ Fax: ________________ Email: ________________

Notices shall be deemed given when received if hand delivered or sent by confirmed fax, the next business day after being sent by overnight courier, or four calendar days after being sent by certified mail. Either party may designate by notice, given as specified above, a new address to which notices, demands, or other communications may be sent.

Entire Agreement
This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and it supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties.

Waiver
Either party's failure to insist on strict performance of any provision of this Agreement shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve the other party from performing any subsequent obligation strictly in accordance with the terms of this Agreement. No waiver shall be effective unless it is in writing and signed by the party against whom enforcement is sought.

Assignment
Either party without the prior written consent of the other may not assign this Agreement. Any attempted assignment in violation of this provision shall be void and shall be deemed a breach of this Agreement.

Choice of Law
This Agreement shall be governed by and construed in accordance with California law, without regard to its rules regarding conflicts of law.

Mediation & Arbitration
If a dispute (excluding copyright, patent, or trademark, or other intellectual rights infringement claims) arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation in Los Angeles, California, administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration. Any unresolved controversy or claim (excluding copyright, patent, or trademark infringement claims) arising under this Agreement or its breach, including but not limited to any controversy concerning the meaning or interpretation of any provision of this Agreement, or controversies arising from possible errors or omissions on the part of 401(k) Pro or its agents or suppliers shall be decided by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement, and claims of copyright, trademark and patent infringement shall be excluded from arbitration.

Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within thirty (30) days following the appointment of the arbitrator(s).

At the request of a party, the arbitrator(s) shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three per party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator(s), and for good cause shown. Each deposition shall be limited to a maximum of one (1) hour duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information.

The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section, nor shall the arbitrator(s) be empowered to issue an award of exemplary or punitive damages. The arbitrator(s) may determine how the costs and expenses of the arbitration shall be allocated between the parties, but they shall not award attorneys' fees. The award shall be in writing, shall be signed by a majority of the arbitrators, and shall include a statement regarding the reasons for the disposition of any claim. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Pension Systems Corporation:
By: Print name: Title: Date:		_____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________
Company:
By: Print name: Title: Date:		_____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________

Also part of this Agreement and to be viewed are each of the following: