Website Development Agreement

EXHIBIT 10.3


InSite Productions, LLC (the "developer") and VeryBestOfTheInternet.com, Inc.. (the "client") desire to enter into a relationship where the developer will provide the software, services and other content necessary to develop a standard html world wide web code product (tentatively called the "the website" and referred to in this letter as the "Product") for use by persons who accesses the Product via the Internet or other network.


1. FUNCTIONAL SPECIFICATIONS


The developer will provide the services and software necessary to develop the Product in accordance with the Functional Specifications, as set forth on Exhibit A, using the content provided by the client and content generated by the developer.


2. CLIENT CONTENT


The client is responsible for creating content and obtaining the content the client does not own for the Product and providing all content for the Product to the developer. Additional charges may be required to convert the content the client provides into a digital machine-readable form as mutually agreed by the parties. The developer will obtain from a third party or independently develop a user interface and a technical design that complies with the Functional Specifications.


3. CHANGES TO FUNCTIONAL SPECIFICATIONS


In the event that the client requires modifications of the Functional Specifications after the development process has begun, these modifications will be submitted to the developer according to the following procedure:


(a) Client must submit a request detailing the changes that it desires. (b) Within ten (10) days of the receipt of the request, the developer will
inform the client, in writing, of any problems posed by the proposed
change, and of any change in price or schedule that will be caused by
the proposed change in Functional Specifications. (c) Unless the client accepts the developer's response, in writing, within
5 business days thereafter, the change will not be made. If accepted,
the written request for change, the developer's response and the
client's acceptance will be deemed to constitute an amendment to this
Agreement.


4. ACCEPTANCE


At the completion of the development process, the developer will provide the Product to the client for a 10-day period of review and testing. If the Product fails to conform, in all material respects, to the Functional Specifications, the client will notify the developer of such failure in writing. The developer will have 20 days after receipt of such notice to correct or modify the Product to the extent necessary so that it conforms to the Functional Specifications.


A failure to notify the developer in writing in that 10-day period shall mean the client accepts the Product. This process may be repeated, as necessary, until the Product conforms to the Functional Specifications. If the Product does not conform to Functional Specifications within 60 days after the beginning of the testing process, the client will have the right and option to terminate this Agreement in accordance with the termination clause below.


Once accepted, or deemed accepted, the developer will deliver the final Product to the client.


5. TECHNICAL SUPPORT


For a period of 10 days after acceptance of the Product, the developer agrees to provide the client, at no charge, reasonable telephone and development support as required, and as timely requested by the client, to assist the client in the use and operation of the Product or to correct and resolve any errors or problems that appear in the Product from its use by the end user customers to the extent of the scope of the Functional Specifications. Our obligation to provide such support is contingent upon the accurate and timely reporting of any errors or problems in the Product by the client and upon the client providing the developer with sufficient information concerning the nature and frequency of the errors or problems and other documentation necessary to diagnose and correct the errors or problems. Any errors must be documented in writing. The developer is not responsible for support if the Product is modified by any person or entity other than the developer.


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6. PAYMENT


The client will pay the developer for the work performed hereunder as follows:


Initial Deposit. At the signing of this Agreement, 50% of the total development costs ($16,810) will be due. Payment of this amount is to be considered a payment to retain our services and is considered a credit to future due balances.


Final Payment. The remaining 50% of the total development costs ($16,810), plus reimbursement of all reasonable out-of-pocket expenses incurred by the developer and invoiced to the client, will be due upon delivery of the final accepted Product.


Hosting and Maintenance. $ 200 per month for hosting and 4 hours of website maintenance services as outlined on Exhibit B.


Our price for services under this Agreement does not include any taxes that may be levied upon the services or Product provided. If taxes on the services or Product should be imposed, the client will pay all such taxes and hold the developer harmless for ...