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CUSTOM SOFTWARE DEVELOPMENT AGREEMENT

THIS AGREEMENT ("Agreement") is entered into on November 23, 2004, between Sixkiller Software ("Provider"), with its principal place of business located at P.O. Box 170306, Boise, Idaho, 83717 and USA Financial ("Client"), with its principal place of business located at 2053 E. Fairview Ave., Meridian, Idaho , 83642 and shall be effective as of November 20, 2004 (the "Effective Date").

RECITALS

WHEREAS, Developer is engaged in the business of computer application development, including technical consulting services, software development and maintenance,

WHEREAS, Client wishes to utilize the services of Developer in connection with the development and implementation of certain software identified as Web-based reporting engine for BetaCom database. (the “Software”).

NOW, THEREFORE, Developer and Client agree as follows:

1. Scope of Services

Developer will perform the services described in Exhibit A ("Developer’s Work" or the "Work"), in order to develop and implement the Software according to the specifications and completion times set forth therein. Client will cooperate with Developer’s reasonable requests for information and data necessary for the completion of the Work.

2. Price and Payment Terms

Client will pay Developer for the Work at the price and on the terms set forth in Exhibit A. The price set forth in this Agreement does not include taxes. If Developer is required to pay any federal, state or local taxes based on the services provided under this Agreement, these will be separately billed to client. Developer will not be liable for any interest or penalties incurred due to late payment or nonpayment of these taxes by Client, but instead Client will be fully responsible for payment of said interest and penalties.

3. Term and Termination

Unless terminated as provided herein, this Agreement will extend to and terminate upon completion of Developer’s Work as provided herein. Client may terminate this Agreement without cause upon thirty (30) days written notice. In the event of termination without cause, Client agrees to pay Developer for all of Developer’s Work performed up to the date of termination. Either party may terminate this Agreement for material breach, provided, however, that the terminating party has given the other party at least twenty-one (21) days written notice of and the opportunity to cure the breach. Termination for breach will not alter or affect the terminating party’s right to exercise any other remedy for breach.

4. Ownership of Intellectual Property

Developer will retain ownership of all proprietary rights to the Software developed pursuant to this Agreement, including certain rights, if any, that Developer has pursuant to a license from another party. Upon full payment of the fees set forth in this Agreement, Developer will grant to Client a license to install and use the Software in it own business in accordance with Exhibit B (Software License Agreement).

5. Confidential Information

A. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the extent that such disclosure or use is reasonably necessary to the performance of Developer's Work.

B. All information relating to Developer that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement.

C. These obligations of confidentiality will extend for a period of eight (8) years after the termination of this Agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.

6. Warranty and Disclaimer

Developer warrants the Work will be performed in a workmanlike manner, and in conformity with generally prevailing industry standards. Client must report any material deficiencies in Developer's Work to Developer in writing within ninety (90) days of Client's receipt of the Work. Client's exclusive remedy for the breach of the above warranty will be the re-performance of Developer's Work within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. DEVELOPER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

7. Limitation of Liability, Indemnification

Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of Developer’s Work, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify and hold Developer harmless against any claims incurred by Developer arising out of or in conjunction with Client’s breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therein. Developer's total liability under this Agreement with respect to the Work, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to Developer.

8. Relation of Parties

The performance by Developer of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Developer and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

9. Employee Solicitation/Hiring

During the period of this Agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party within six (6) months immediately prior to the alleged violation.

10. Non-assignment

Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. If Client sells its business to another person or firm, such consent will not be unreasonably withheld. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors and assigns, as permitted herein.

11. Arbitration

Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Idaho . The arbitration will be held in Idaho . The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

12. Attorneys' Fees

If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

13. Severability

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

14. Force Majeure

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

15. Waiver and Modification

The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

16. Entire Agreement

This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

Developer Sixkiller Software	Client USA Financial
By: __________ Title: Owner	By: __________ Title: Manager

EXHIBIT A: STATEMENT OF WORK

[NOTE TO CONTRACTEDGE USER - SPECIAL CARE SHOULD BE TAKEN TO ENSURE THAT THE TERMS SELECTED TO BE SET FORTH IN THIS STATEMENT OF WORK ARE CONSISTENT WITH THE TERMS AND CONDITIONS OF THE AGREEMENT THAT IT ACCOMPANIES. THIS OUTLINE IS INTENDED ONLY AS A GUIDE. IT IS APPROPRIATE FOR YOU TO ADD OR DELETE SECTIONS BASED ON THE SPECIFIC PROJECT REQUIREMENTS. THE NOTES IN ALL CAPITALS AND THE INSTRUCTIONS IN ITALICS SHOULD BE DELETED FROM THE FINAL DOCUMENT AND REPLACED WITH APPROPRIATE SECTIONS.]

TABLE OF CONTENTS

            Preamble
1.0       Project Background
2.0       Project Summary
3.0       Key Tasks and Milestones
4.0       Project Deliverables
5.0       Project Process
6.0       Time and Cost Estimates
7.0       Price and Payment
8.0       Project Organization and Personnel Requirements
9.0       Supporting Documentation
10.0     Expenses and Taxes

PREAMBLE

This Statement of Work accompanies an Agreement that has been executed by the parties. All statements of fact contained in this Statement of Work are subject to the terms and conditions set forth in such Agreement. The terms and conditions set forth in the Agreement control in the event of any inconsistency between such terms and conditions and the matters set forth in this Statement of Work.

1.0 Project Background
provide a brief description of the background of this project.

2.0 Scope
Here you would specify the range and limits of the requested products and services. This section might include:
* The expected scope of the work required to complete this project
* Any boundaries that have been established to limit the scope of work
* Procedures that will be used to address a change in scope.

3.0 Key Tasks and Milestones
This section might include:
* The primary tasks required to complete this project
* Which tasks qualify as milestones for measuring project progress
* Which tasks are on the critical path.

3.1.1    Task 1 - State task
3.1.2    Task 2 - State task
3.1.3    Task 3 - State task

4.0 Project Deliverables
Subject to timely payment, the deliverables described hereafter (the "Deliverables") will be provided to Customer in final form upon completion of the tasks described in this Statement of Work. Preliminary or draft versions of these Deliverables will be made available to Customer for review during the course of the Project.

This section might include a list of project deliverables.

5.0 Time and Cost Estimates
[NOTE TO CONTRACTEDGE USER: SPECIAL CARE MUST BE TAKEN WHEN CREATING THIS SECTION TO ENSURE CONSISTENCY WITH ANY PROVISIONS OF THE AGREEMENT DEALING WITH TERM AND/OR TERMINATION.]

This section might include:
* The start and end dates
* When the project is completed.

[NOTE TO CONTRACTEDGE USER: FOR THE NEXT THREE TERMS AND CONDITIONS, CHOOSE EITHER 6.0 THROUGH 6.2 FOR THE FIXED-PRICE OPTION OR 6.0 THROUGH 6.2 FOR THE HOURLY OPTION, BUT NOT BOTH. DELETE THE UNUSED OPTION.]

6.0 Price and Payment

Contractor is being hired on a fixed-price basis to perform the Services and provide the Deliverables described above. Any material change in the Services or Deliverables described above requires a written change order signed by the parties to the Agreement. Such change order may include an adjustment to the price or delivery dates. The fixed price for this Statement of Work is: $___________.

6.1 Invoices
Services will be invoiced according to the following payment schedule:

Milestone or Date Amount Due

1.
2.
3.
4.

6.2 Payment
Payment is due fifteen (15) days after date of invoice. Customer may not withhold any amounts due hereunder and Contractor reserves the right to cease work without prejudice if amounts are not paid when due. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one (1) percent per month or fraction thereof until paid.

6.0 Price and Payment
[NOTE TO CONTRACTEDGE USER: FOLLOWING IS THE HOURLY BASIS OPTION FOR 6.0 THROUGH 6.2. DELETE THE UNUSED OPTION.]

Contractor is being hired on an hourly basis to perform the Services and provide the Deliverables according to this Statement of Work. This Statement of Work is subject to a nonbinding estimate of total labor costs to complete this work. Customer accepts that a stable scope of work is critical to achieving the price estimates. Testing and debugging work is considered a normal part of work performed under this Statement of Work at the rates specified. Contractor will maintain daily records of hours and tasks performed, which will be submitted to Customer upon request. All work schedules will be considered reasonably accurate estimates, subject to revision.

6.1 Invoices
Services will be invoiced monthly.

7.0 Project Organization and Personnel Requirements
This section might include:
* The resources involved in this project
* How the project team will be organized
* The key reporting relationships.

8.0 Supporting Documentation
Supporting documentation might include:
Specifications
Project Plan
Project Initiation (Request) Documentation
Roles and Responsibilities Matrix
Change Request Forms
Communications Plans
Project Budgets and Spending Forecasts
Feasibility Studies
Technical Design/Specification Documents
Requirements Documents
Organizational Charts
Status Report Forms
Meeting Procedures
Risk Reporting Forms
Project Calendars and Timesheets
Vendor Contracts
Team Contact Lists
Administrative Procedures

9.0 Expenses
Prices quoted for Services do not include and Customer will reimburse Contractor for its reasonable and necessary cost of travel and out-of-pocket costs for photocopying, overnight courier, unusual long distance telephone and the like. All non-local trips must be approved by Customer before commencing.

EXHIBIT B: SOFTWARE LICENSE AGREEMENT

PREAMBLE

This Software License Agreement accompanies an Agreement that has been executed by the parties. All statements of fact contained in this Software License Agreement are subject to the terms and conditions set forth in such Agreement. The terms and conditions set forth in the Agreement control in the event of any inconsistency between such terms and conditions and the matters set forth in this Software License Agreement.

RECITALS

WHEREAS, Licensor owns certain software identified herein,

WHEREAS, Licensor desires to convey, and Licensee desires to receive, certain limited rights in said software pursuant to the terms and conditions contained in this Agreement.

NOW THEREFORE, Licensor and Licensee agree as follows:

1. Definitions

A. “Software” means the computer programs and documentation described in a Custom Software Development Agreement that has been executed by the parties and is attached to this Agreement, as well as any archival copies of such computer programs and documentation permitted by this Agreement.

B. “Install” means placing the Software on a computer’s hard disk, CD-ROM or other secondary storage device.

C. “Use” means (i) executing or loading the Software into computer RAM or other primary memory, or (ii) copying the Software for archival or emergency restart purposes.

2. Grant of License

Licensor grants to Licensee an exclusive license to install and use the Software on 5 computers in Licensee’s possession (the “License”). Licensee may make one (1) archival copy of the Software per computer on which its use is authorized, in non-printed, machine readable form, in whole or in part, provided that such copy is for Licensee’s own use and that no more than that single copy is in use at any time. Licensee will make no other copies of the Software except as authorized herein. Title to the Software will remain vested in Licensor, and nothing in this Agreement will give or convey any right, title or interest therein to Licensee except as a licensee under the terms of this Agreement.

3. Term and Termination

A. The License commences as of the Effective Date of this Agreement, and remains in force until Licensee stops using the Software or until Licensor terminates this License pursuant to the terms herein. Upon termination of this agreement, Licensee will (i) return all copies of the Software to Licensor without demand or notice, or (ii) permanently delete or destroy all copies of the Software in its possession and submit to Licensor a sworn affidavit signed by Licensee attesting to such destruction.

B. Except as set forth in the provisions of this Agreement that provide for automatic termination in the event of breach of confidentiality or unauthorized transfer, if Licensee breaches any other provision of this Agreement, Licensor may terminate this Agreement, provided, however, that Licensor has given Licensee at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for breach shall not alter or affect Licensor's right to exercise any other remedies for breach.

4. License Fee

Licensee agrees to pay a fee of Six hundred dollars ($600) for 5 computers. for the grant of the License herein.

5. Limitations on Use

A. Licensee agrees that it will use the Software only in its own business, and not directly or indirectly for the use or benefit of anyone other than Licensee, and only pursuant to the scope of the grant of the License set forth herein.

B. Licensee will not decode, alter, decompile, reverse engineer, perform reverse analysis on or disassemble the Software.

6. Limitations on Transfer

This License is personal to Licensee and may not be conveyed in any way without the prior written consent of Licensor. Any purported sale, assignment, transfer or sublicense without such consent will be null and void ab initio, and will automatically terminate this Agreement.

7. Confidentiality

Licensee agrees to observe complete confidentiality with respect to the Software, and will not copy, reproduce, publicize or otherwise disseminate it to third parties. Any breach of confidentiality by Licensee will automatically terminate this Agreement. Licensee agrees that Licensor’s remedies at law for breach of confidentiality are inadequate and that Licensor will be entitled to equitable relief, including without limitation, injunctive relief, specific performance and/or other remedies in addition to remedies provided at law.

8. Licensee’s Obligation to Notify of Infringement

Licensee will immediately notify Licensor of any infringement or attempted infringement of Licensor's rights in the Software of which it becomes aware. Licensee will affirmatively cooperate with Licensor in any legal or equitable action that Licensor may undertake to protect any of its rights in connection with the Software.

9. Warranty of Title

Licensor warrants that it is the lawful owner of the Software and/or that it has the authority to grant the License specified herein.

10. Software Warranty and Disclaimer

Licensor warrants that the Software has been developed in a workmanlike manner, and in conformity with generally prevailing industry standards. Licensee must report any material deficiencies in the Software to Licensor in writing within ninety (90) days of the Effective Date of this Agreement. Licensee's exclusive remedy for the breach of the above warranties will be the correction of the material deficiency within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

11. Limitation of Liability, Indemnification

A. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Licensor's total liability under this Agreement with respect to the Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Licensee under this agreement.

B. Licensee will indemnify and hold Licensor harmless against any claims incurred by Licensor arising out of or in conjunction with Licensee's use of the Software, as well as all reasonable costs, expenses and attorneys' fees incurred therein.

12. Maintenance

No software maintenance is included under the terms of this Agreement. Licensor’s obligations with respect to maintenance and support, including upgrades, if any, will be set forth in a separate written agreement between the parties.

13. Relation of Parties

Nothing in this Agreement will create or imply an agency relationship between Licensor and Licensee, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

14. Arbitration

15. Attorneys' Fees

If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

16. Severability

17. Force Majeure

18. No Waiver

19. Entire Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

Licensor Sixkiller Software	Licensee USA Financial
By: __________ Title: Owner	By: __________ Title: Manager