the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree. 13.9 CONTENT. It is agreed that MediaNet Group Technologies shall have complete control of content on the Portals with the exception of the customized pages and links on contracted portals, and these pages and links are subject to MediaNet Group Technologies's approval. 13.10 NO DISPARAGEMENT. Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below. MEDIANET GROUP TECHNOLOGIES, INC. LEGAL NAME: Michael Guyer /s/ Martin A.Berns /s/ Michael Guyer --------------------------------- ------------------------------------ Signature Signature By: Martin A. Berns By: Michael Guyer Title: Chief Executive Officer Title: VP & Director of Marketing Name of Master Reseller (if applicable):____________ Approved by:_______________ Reseller Agreement Initials ______ _______ 5 LICENSE RESELLING SCHEDULE Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto. THE PLAN The MediaNet Group Technologies Reseller Plan is free to join. Under the plan, resellers market and promote MediaNet Group Technologies's software product range to their existing customer base and the general Internet community. By referring a customer to the MediaNet Group Technologies web site, the reseller receives a commission for customer's purchase