THIS AGREEMENT is between Xium Corporation, a Texas corporation, with its principal place of business located at 4720 N.E. 24th,  Amarillo, TX.  79107 ("Xium"), and

________________________________________(Legal Company Name)

with its principal place of business location at _____________________________________________(Physical Address)

Agent Information

Xium ID # _______________(if applicable)

DBA (Doing Business As)__________________ Federal Tax ID #________________

Agent Program Contact Name________________ Tel: _________________ Email Address________________

Name of Individual to receive ALL Correspondence Materials_______________________

1. Definitions

"Agreement" shall mean this Xium Reseller Agreement

"Approval Date" means the effective date communicated in Xium's confirmation to Reseller as an Xium Reseller.

"Xium Reseller" or "Reseller" means the entity listed above that meets the requirements of the Xium Reseller Program and has been approved by Xium for participation.

"Customers" shall mean end users in the United States who obtain Products for their own use and do not resell them.

"Product(s)" shall mean eligible ‘Spilateral’ products, Any product bearing the Xium Trademark or service products designated by Xium from time to time in its sole discretion that may be sold by Xium directly to customers for which the Reseller may solicit orders.

"Dual Resellers" shall mean a maximum of two (2) Resellers.

"GEM Customer" shall mean Taxpayer funded government, public or private K-12 and higher education institutions; certified IRC501C3 non profit agencies; university hospitals; city, state or county hospitals, whom obtain Products for their own internal use and not for resale.

"Price" shall mean the final dollar amount that the Customer pays for the product.

"Special Pricing" shall mean a negotiated Price for a given product set by Xium.

2. Appointment as an Xium Reseller: Reseller is hereby appointed as a non-exclusive Xium Reseller for the purpose of soliciting sales to Customers of Products directly from Xium in the United States, always subject to Xium acceptance, in its sole discretion, of any purchase order and subject to Agent's compliance with this Agreement, including the requirements set forth in Exhibit A. Xium reserves the right to modify Exhibit A from time to time at its discretion by providing Reseller with thirty [30] days written notice, which will be posted on the Xium Web Site. Reseller shall only solicit sales of Products with the added value solution specified in their business model. Failure by Reseller to provide the required added value on any Products sold by Xium shall constitute a breach of this Agreement voiding any obligation by Xium. Reseller shall not promise availability of Product. Reseller shall not assign, transfer, or delegate any or all of its rights or obligations under this Agreement without Xium's prior written approval. Reseller is not authorized to commit Xium to any obligations. Nothing in this Agreement creates a franchise, joint venture, partnership, or employer-employee relationship. Reseller and Xium agree that they are independent contractors.

3. Payments will generally be mailed to Xium Corp. within thirty (30) days of the date Products are shipped to Resellers.

4. Pre-Qualification of Large Purchases: Customer purchases of Product (excluding GEM Customers) of greater than $50K per purchase order must be pre-qualified with Xium.

5. Customer Relationship: Because Customers solicited by Reseller purchase Products directly from Xium, Xium has customer satisfaction, legal, and other vital interests in the Customer relationship. Therefore, Xium shall own all Customer information provided by Reseller. 

6. Term and Termination of the Agreement: This Agreement is effective as of the Approval Date, and will continue until terminated as provided herein.

A. Either party may terminate this Agreement at any time, without cause, upon thirty [30] days written notice.

B. Xium may terminate this Agreement immediately if one or more of the following occurs: 1) If Reseller breaches any of the conditions of this Agreement, and does not remedy the breach within fifteen [15] days. 2) If Reseller makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudged bankrupt, becomes insolvent, or is placed in the hands of a receiver or any similar event occurs. 3) If Reseller sells, transfers or assigns management of a significant portion of its stock to a third party or enters into any transaction that results in the loss of management control over Reseller's organization.

C. UNDERSTANDING FULLY THE RISK THAT THIS AGREEMENT MAY BE TERMINATED AT ANY TIME WITHOUT CAUSE WHATSOEVER, Reseller agrees that in the event of termination, Xium shall not under any circumstances be liable by reason of such termination, for damages or otherwise, or lost profits, or for expenditures, investments, opportunities forgone, or for the inability to fulfill Customer contracts, or otherwise. To the extent permitted by applicable law, and in consideration of its entering into these Agreement, Reseller waives and relinquishes any rights or claims under franchise, dealership, or other statutes, or at common law, that would or might arise out of a termination of this Agreement by Xium or refusal by Xium to renew or extend the term of this Agreement.

D. In the event that this Agreement expires or notice of termination of the Agreement is given for any reason, Reseller shall immediately cease representing itself as a Xium Reseller.

7. Record Retention: Reseller will retain information pertaining to sales and marketing activities of the Reseller related to this Agreement for at least four (4) years from the date of this agreement.

8. New Products Announcements: Notwithstanding any other provisions of this Agreement, Xium may elect at any time during the term of the Agreement to announce new products to which the terms and conditions of this Agreement do not apply or to discontinue eligibility for any Products.

9. Confidentiality: Confidential information shall mean all information designated "Confidential" and disclosed to Agent which relates to the present or future development and business activities of Xium, including but not limited to, all sales, promotional, advertising and support programs. Reseller shall hold such confidential information in trust and confidence for Xium and shall not use it except in furtherance of the relationship set forth in this Agreement, nor publish, disclose or disseminate it, except as may be authorized by Xium in writing. Upon the expiration or termination of this Agreement, Reseller shall promptly deliver to Xium all written, electronic or other matter containing any such confidential information or, at Xium's option, certify that such has been destroyed.

10. Limited Warranty. The applicable Xium limited warranty statement is included with each Product shipped or provided to Customers. Reseller shall not make any other warranty, whether written or oral, with respect to Products. Xium makes no warranties to Reseller with respect to Products. EXCEPT FOR THE WARRANTY SET FORTH IN THE XIUM LIMITED WARRANTY STATEMENT, XIUM MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PERFORMANCE OF XIUM PRODUCTS. ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

11. Limitations of Liability. For any claim Reseller brings against Xium, Xium’s liability shall not exceed the lesser of (i) Reseller’s actual damages caused by the breach; or (ii) $100,000. IN NO EVENT SHALL XIUM BE LIABLE TO AGENT OR THIRD PARTIES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, OR ANTICIPATORY PROFITS, EVEN IF XIUM HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.

12. Indemnification: Reseller agrees to indemnify against and hold Xium harmless from any and all claims by any other party resulting, directly or indirectly, from Reseller’s or Reseller’s employees' and Reseller’s acts, omissions, misrepresentations, or negligence, regardless of the form of action.

13. Other Terms:

A. THE AGREEMENT SHALL BE EXCLUSIVELY GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

B. Any action by Reseller related to the Agreement must be brought within one year from the date such action could have first been brought. The parties expressly agree to this provision notwithstanding any longer period that may be provided by statute and any such period is expressly waived.

C. Title and risk of loss to Products passes to the Customer or Customer's designee upon delivery to a common carrier for shipment.

D. The entire understanding between the parties is incorporated herein and the Xium Registration Form and supersedes all prior discussions, programs, and agreements between the parties relating to the subject matter. This Agreement can be modified only by a written amendment executed by Reseller and Xium.

E. Any obligations and duties, which by their nature extend beyond the expiration or termination of this Agreement shall survive any expiration or termination and remain in effect.

F. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

G. Neither party shall be liable for the failure to perform any of its obligations under this Agreement if such failure is caused by the occurrence of any contingency beyond its reasonable control.

H. Unless otherwise provided in this Agreement, notices shall be in writing and deemed given and received when sent by overnight mail (1) if to Xium, to 3701 Plains Blvd., Amarillo, Tx., 79102; or (2) if to Reseller, to the address set forth in section two of this Agreement, or to other addresses as Xium Reseller and Xium specify in writing to the other party.

I. Any waiver of any kind by Xium of a breach of this agreement shall not operate or be construed as a waiver of any subsequent breach by Reseller. Any Xium delay or omission in exercising any right, power or remedy pursuant to a breach or default by Reseller shall not impair any right, power or remedy that Xium may have.

J. In any action or proceeding between the parties, or brought to enforce the terms of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its attorneys' fees and costs.

K. This Agreement is "Confidential".

14. Communications: In the event that Xium needs to quickly communicate with you, from time to time you may receive e-mail from Xium concerning the Reseller Program in addition to communications posted on Xium Website.

15. Officer Signature. Reseller acknowledges that it has read this Agreement and agrees to be bound by terms and conditions.

By __________________________________

(Officer Signature)

Name

(Please Print or Type)

Title

Please Fax in Complete Reseller Registration Form (if applicable) and Agreement to 806-383-5001

Exhibit A

Effective March 1, 2006

Xium Reseller Requirements

All Reseller candidates, who are not Xium Authorized Resellers, must also complete the Reseller Registration Form located on the Xium Reseller Program Web http://www.goxium.com/ or as otherwise made available by Xium to be eligible for Reseller status under this Agreement.

1. Existing Reseller Authorized Resellers only need to execute the Xium Reseller Agreement

2. Existing Xium Resellers only need to execute the Xium Agent Agreement.

Reseller shall be a business entity (i.e. with Tax ID number) and have an offering, which both compliments and adds value to the Xium Product(s) being sold.

Resellers shall promptly report to Xium all suspected Product defects or safety problems and keep Xium informed of Customer complaints.

Resellers must provide Xium written notice of any status change within 10 days of that status change. Status changes include: relocation, new ownership, or material stockholder transfer from one organization to another organization. This Agreement may not be transferred by Reseller from one legal entity to another.

Resellers must conduct business at all times in a manner that reflects favorably upon the reputation, quality, goodwill and credibility of Xium and Xium Products. Reseller shall not disparage Xium or Xium Products in any way or make any representations or express any opinions regarding the features or capabilities of Xium Products that are not consistent with those found in literature or other materials distributed by Xium.

Resellers must obey all applicable laws, comply with all applicable rules and regulations, and conduct business in an ethical manner.