DIGITAL COMMERCE INTERNATIONAL INC
RECIPROCAL REFERRAL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>RECIPROCAL REFERRAL AGREEMENT
<TEXT>



Exhibit 10.7



                          RECIPROCAL REFERRAL AGREEMENT

                                     BETWEEN

                                    PresiNET
                                         SYSTEMS

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                       AND

          Digital Commerce International, Inc.
          (thatbank.com)



<PAGE>





                          Reciprocal Referral Agreement


THIS AGREEMENT made as of the ____day of December, 2000

AMONG:
              PresiNET Systems Corp., a body corporate, incorporated under
              the laws of the Province of British Columbia, having offices at:
         L109 - 645 Fort Street
Victoria, British Columbia
CanadaV8W 1G2


                  ("PresiNET")



AND:

         Digital Commerce  International,  Inc., a body corporate,  incorporated
under the laws of the State of Delaware having offices at:

                  300 - 1199 West Hastings Street
                  Vancouver, British Columbia
                  Canada V6E 3T5
                  and

                  4049 Highland Drive
                  Salt Lake City, Utah
                  U.S.A. 84124-1664

                  ("THATBANK")

THIS RECIPROCAL  REFERRAL  AGREEMENT  ("Agreement")  is made effective as of the
Closing Date by and between PresiNET and THATBANK ("Parties").
WHEREAS,  PresiNET is in the business of  providing  managed  Internet  firewall
security  services  including,  but not  limited  to,  7 day x 24 hour  firewall
monitoring and response, and
WHEREAS,  THATBANK  is in the  business of  providing  Internet  e-commerce  and
transaction processing services,  including, but not limited to, web-site design
and hosting, creation of on-line shopping catalogues, merchant account issuance,
and payment gateway services, and
WHEREAS,  PresiNET and THATBANK  wish to grant each other a  non-exclusive,  but
preferential right to refer services and participate in co-marketing  activities
("Preferred  Referral Partner")  according to the terms and conditions set forth
below.


<PAGE>


NOW,  THEREFORE,  in  consideration  of the promises and of the mutual covenants
hereinafter set forth, the Parties hereto hereby agree as follows:
          Definitions

"Acknowledged Referral" means a Proposed Referral for which a Referral Recipient
either  provides  notice of  acceptance to Referral  Provider,  or fails to give
notice of  Rejection,  within  fifteen (15) days from the  Referral  Recipient's
receipt of the Proposed Referral.

"Change in Control" means any  transaction or series of  transactions in which a
party merges with another  entity or in which more than fifty  percent  (50%) of
the voting stock or other voting securities or interests of a party are acquired
by another entity (alone or in combination with its  affiliates),  provided that
an  underwritten  public  offering  of  common  stock  shall  not be a Change of
Control.

"Closing"  means  the  date  of  reference  appearing  in the  caption  of  this
Agreement.

"Confidential Information" means all files, lists, records, documents, drawings,
specifications,  equipment,  ideas,  methods of  operation,  business  processes
information,  customer  files and other  intellectual  property  of any form and
computer programs that incorporate or refer to any records and documents.

"THATBANK  Services"  means  web-site  design and  hosting,  creation of on-line
shopping  catalogues,  merchant account issuance,  and payment gateway services.
THATBANK's  Services are described as and offered as part of the subscription or
consulting service including:

          3    Optional services and any additional future offerings


              THATBANK Service means any of the THATBANK Services.


"Potential  Customer"  means  a third  party  that  the  Referral  Provider  has
identified,  pre-qualified  as  requiring  the  services  of the other  Party (a
PresiNET  Service or a THATBANK  Service,  as the case may be),  made a positive
recommendation  to  respecting  those  services,  and believes will be likely to
enter  into  a  contractual  relationship  with  Referral  Recipient  for  those
services.

"PresiNET's   Services"  means  the  managed  Internet   firewall  services  and
associated services provided by PresiNET. PresiNET Services are described as and
offered as part of the subscription service including:

          4    PresiNET's  managed  Internet  firewall  services  including  its
               appliances  and/or  third  party  appliances,  monitoring,  event
               management, firewall service policy development, and reporting.

          5    Optional services  including DMZ, VPN, Proxy,  security scanning,
               and any additional future offerings

              PresiNET Service means any of the PresiNET Services.

"Proposed  Referral" means a written or electronic document provided to Referral
Recipient by the Referral Provider containing all of the following:

          a.   the Referral Provider's corporate name,
          b.   the date of submission,
          c.   the  corporate  name  address and phone  number of the  Potential
               Customer,
          d.   the division name of the Potential Customer,
          e.   the name and phone  number of Referral  Provider's  employee  who
               made the recommendation to the Potential Customer,
          f.   the name and phone number of Referral  Provider's  contact at the
               Potential Customer,
          g.   the specific  service that Referral  Provider has  recommended to
               the Potential Customer and
          h.   the specific  activities  that  Referral  Provider has  conducted
               regarding their recommendation of the services.

"Referral Provider" means the Party that delivers a Proposed Referral.

"Referral Recipient" means the Party that receives a Proposed Referral.

"Referred  Miscellaneous  Sale"  means a purchase  of  services  by a  Potential
Customer occurring within ninety (90) days from an Acknowledged Referral,  other
than the purchase of the specific  service  described in point (g) of a Proposed
Referral.

"Referred  Service  Sale" means a service  contract,  not less than 12 months in
duration,  between the  Referral  Recipient  and a Potential  Customer,  for the
specific service described in point (g) of the Proposed  Referral,  entered into
within ninety (90) days from an Acknowledged Referral.

 "Rejection"  means the  provision  of notice  from the  Referral  Recipient  to
Referral Provider, confirming that the Referral Recipient has either:

          a.   previously  received a referral  regarding  the same third  party
               referenced in the Proposed Referral,

          6    has  already  developed  a  relationship  with  the  third  party
               referenced in the Proposed Referral, or

          7    is  unable  to  pursue  a  relationship   with  the  third  party
               referenced in the Proposed Referral.

          Referral and Payment

PresiNET  will treat  THATBANK as its  Preferred  Referral  Partner and will use
reasonable efforts to provide Proposed Referrals to THATBANK, respecting:

          a.   any PresiNET  client,  originating  through the direct  marketing
               efforts of  PresiNET,  which  requires  a service  similar to the
               THATBANK Services, and

          b.   any PresiNET client, originating through the marketing efforts of
               a PresiNET  channel partner,  which requires  services similar to
               the  THATBANK  Service  that cannot be  provided by the  PresiNET
               channel partner.

THATBANK  will treat  PresiNET as its  Preferred  Referral  Partner and will use
reasonable efforts to provide Proposed Referrals to PresiNET, respecting clients
of THATBANK  requiring  services  similar to the PresiNET  Services,  at a price
point in the range charged by PresiNET for those PresiNET Services.


PresiNET and THATBANK will consider coordinated marketing activities designed to
facilitate  and  increase  the  frequency  of mutual  and  reciprocal  referrals
described in Articles 2.1 and 2.2. In particular,  the Parties agree to consider
co-marketing activities including:

          b.   a jointly approved process of public  announcements  and publicly
               disseminate   information   regarding   the   existence  of  this
               Agreement, featuring coordinated press releases,

          8    the creation of a hypertext link between agreed upon areas of the
               corporate web sites maintained by the Parties,

          9    facilitated    interaction   between   THATBANK   personnel   and
               corresponding   PresiNET   personnel   designed  to  promote  the
               reciprocal  offering of THATBANK Services and PresiNET  Services,
               and

          10   other  co-marketing  activities that are mutually approved by the
               Parties, in advance.


PresiNET will pay to THATBANK the  following fee for each Referred  Service Sale
where THATBANK acted as the Referral Provider:


For  a period of twelve (12) months,  starting  from an  Acknowledged  Referral,
     PresiNET will pay THATBANK $ 150 USD per individual Referred Sale.


THATBANK will pay to PresiNET the  following fee for each Referred  Service Sale
where PresiNET acted as the Referral Provider:

          c.   For a period of twelve (12) months, starting from an Acknowledged
               Referral,  THATBANK  will pay  PresiNET $ 150 USD per  individual
               Referred Sale.


All referral fees earned in accordance with the terms of this Agreement shall be
paid to Referral Provider, in US Dollars, within thirty (30) days after Referral
Recipient  receives payment from the referral  customer for the Referred Service
Sale or the Referred Miscellaneous Sale.

          Proprietary Rights

Parties agrees that all PresiNET Services including ideas, methods of operation,
documentation and other information contained in the PresiNET products,  and all
adaptations thereto are proprietary  intellectual  properties of PresiNET or its
suppliers  and are  protected  by  civil  and  criminal  law,  and by the law of
copyright, trade secret, trademark and patent of Canada and other countries.


Parties agrees that all THATBANK Services including ideas, methods of operation,
documentation and other information contained in the THATBANK products,  and all
adaptations thereto are proprietary  intellectual  properties of THATBANK or its
suppliers  and are  protected  by  civil  and  criminal  law,  and by the law of
copyright, trade secret, trademark and patent of Canada and other countries.

          Term and Termination

This  Agreement  will commence as of the Closing Date and will  continue  unless
earlier terminated as provided below.


Either party may terminate this Agreement upon thirty (30) days written notice.

          Confidential Information

During the course of performance of this Agreement,

     d.   PresiNET  may  disclose  certain of its  Confidential  Information  to
          THATBANK  to permit  THATBANK to perform  its  obligations  under this
          Agreement, and

     e.   THATBANK  may  disclose  certain of its  Confidential  Information  to
          PresiNET  to permit  PresiNET to perform  its  obligations  under this
          Agreement.


PresiNET agree to maintain the secrecy of all Confidential  Information received
from THATBANK,  utilizing the same level of effort PresiNET utilizes to maintain
its own secrets or Confidential Information.


THATBANK agree to maintain the secrecy of all Confidential  Information received
from PresiNET,  utilizing the same level of effort THATBANK utilizes to maintain
its own secrets or Confidential Information.


PresiNET  shall  refrain from using,  disclosing,  or otherwise  exploiting  any
Confidential Information, provided by THATBANK, for any purpose not specifically
authorized by THATBANK. PresiNET undertakes, upon termination of this Agreement,
to either return or destroy all Confidential Information received from THATBANK.


THATBANK  shall  refrain from using,  disclosing,  or otherwise  exploiting  any
Confidential Information, provided by PresiNET, for any purpose not specifically
authorized by PresiNET. THATBANK undertakes, upon termination of this Agreement,
to either return or destroy all Confidential Information received from PresiNET.


PresiNET agrees not allow any Confidential Information received from THATBANK to
be made  available  to any  third  party,  without  prior  written  approval  of
THATBANK.


THATBANK agrees not allow any Confidential Information received from PresiNET to
be made  available  to any  third  party,  without  prior  written  approval  of
PresiNET.


PresiNET retains title to all proprietary rights,  including patent,  trademark,
copyright and trade secret rights, related to the PresiNET Services.


THATBANK retains title to all proprietary rights,  including patent,  trademark,
copyright and trade secret rights, related to the THATBANK Services.


To the extent that disclosure of Confidential  Information is authorized by this
Agreement:

     f.   PresiNET will obtain prior  agreement  from its  employees,  agents or
          consultants to whom disclosure of THATBANK Confidential Information is
          to  be  made,  to  hold  in  confidence  and  not  make  use  of  such
          Confidential Information for any purpose other than those permitted by
          this Agreement.  PresiNET will promptly notify THATBANK upon discovery
          of any unauthorized use or disclosure of the Confidential  Information
          received from THATBANK.

     11   THATBANK will obtain prior  agreement  from its  employees,  agents or
          consultants to whom disclosure of PresiNET Confidential Information is
          to  be  made,  to  hold  in  confidence  and  not  make  use  of  such
          Confidential Information for any purpose other than those permitted by
          this Agreement.  THATBANK will promptly notify PresiNET upon discovery
          of any unauthorized use or disclosure of the Confidential  Information
          received from PresiNET.

          Disclaimer of Warranties

PresiNET and THATBANK specifically disclaim all expressed and implied warranties
to the fullest extent allowed by law.


No oral or  written  information  or advice  given by  PresiNET,  its  agents or
employees  shall  create a  warranty  or in any way  increase  the scope of this
warranty.  Parties  shall not make,  or authorize  any other person or entity to
make,  any  representation  or warranty  whatsoever  with regard to the PresiNET
Services, including, without limitation, to any users and resellers.


No oral or  written  information  or advice  given by  THATBANK,  its  agents or
employees  shall  create a  warranty  or in any way  increase  the scope of this
warranty.  Parties  shall not make,  or authorize  any other person or entity to
make,  any  representation  or warranty  whatsoever  with regard to the THATBANK
Services, including, without limitation, to any users and resellers.


THATBANK shall indemnify, defend and hold PresiNET harmless from and against any
liabilities,  claims,  lawsuits,  proceedings,  losses, damages, costs, expenses
damages,  settlements  or judgments,  including  without  limitation  PresiNET's
reasonable attorneys' fees and costs incurred in defending against such a claim,
resulting  from or arising out of  THATBANK's  actions;  provided  that PresiNET
gives THATBANK prompt written notice of any such claim,  tenders to THATBANK the
defense of  settlement of any such claim at  THATBANK's  sole expense  (provided
that  THATBANK  shall not settle or  compromise  any such claim in a manner that
does not  unconditionally  release  PresiNET,  without  PresiNET's prior written
consent) and cooperates with THATBANK,  at THATBANK's  expense, in defending and
settling such claim.


PresiNET shall indemnify, defend and hold THATBANK harmless from and against any
liabilities,  claims,  lawsuits,  proceedings,  losses, damages, costs, expenses
damages,  settlements  or judgments,  including  without  limitation  THATBANK's
reasonable attorneys' fees and costs incurred in defending against such a claim,
resulting  from or arising out of  PresiNET's  actions;  provided  that THATBANK
gives PresiNET prompt written notice of any such claim,  tenders to PresiNET the
defense of  settlement of any such claim at  PresiNET's  sole expense  (provided
that  PresiNET  shall not settle or  compromise  any such claim in a manner that
does not  unconditionally  release  THATBANK,  without  THATBANK's prior written
consent) and cooperates with PresiNET,  at PresiNET's  expense, in defending and
settling such claim.


PRESINET SHALL NOT BE LIABLE TO THATBANK FOR ANY INDIRECT,  SPECIAL,  INCIDENTAL
OR  CONSEQUENTIAL  DAMAGES  (INCLUDING  WITHOUT  LIMITATION  DAMAGES FOR LOSS OF
BUSINESS,  LOSS OF DATA, LOSS OF PROFITS OR THE LIKE)  REGARDLESS OF THE FORM OF
ACTION  WHETHER  IN  CONTRACT,  TORT  (INCLUDING  NEGLIGENCE),   STRICT  PRODUCT
LIABILITY  OR  OTHERWISE,  EVEN IF  PRESINET  OR ITS  REPRESENTATIVES  HAVE BEEN
ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES.  IN THE EVENT THAT ANY LIABILITY IS
IMPOSED ON PRESINET FOR ANY REASON WHATSOEVER,  THE AGGREGATE AMOUNTS PAYABLE BY
PRESINET BY REASON THEREOF SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THATBANK
TO PRESINET FOR THE PRESINET SERVICES.  Parties  acknowledges that the foregoing
limitations  are an essential  element of the Agreement  between the parties and
that in the absence of such limitations the pricing and other terms set forth in
this Agreement would be substantially different.


THATBANK SHALL NOT BE LIABLE TO PRESINET FOR ANY INDIRECT,  SPECIAL,  INCIDENTAL
OR  CONSEQUENTIAL  DAMAGES  (INCLUDING  WITHOUT  LIMITATION  DAMAGES FOR LOSS OF
BUSINESS,  LOSS OF DATA, LOSS OF PROFITS OR THE LIKE)  REGARDLESS OF THE FORM OF
ACTION  WHETHER  IN  CONTRACT,  TORT  (INCLUDING  NEGLIGENCE),   STRICT  PRODUCT
LIABILITY  OR  OTHERWISE,  EVEN IF  THATBANK  OR ITS  REPRESENTATIVES  HAVE BEEN
ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES.  IN THE EVENT THAT ANY LIABILITY IS
IMPOSED ON THATBANK FOR ANY REASON WHATSOEVER,  THE AGGREGATE AMOUNTS PAYABLE BY
THATBANK BY REASON THEREOF SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY PRESINET
TO THATBANK FOR THE THATBANK SERVICES.  Parties  acknowledges that the foregoing
limitations  are an essential  element of the Agreement  between the parties and
that in the absence of such limitations the pricing and other terms set forth in
this Agreement would be substantially different.

          General.

Any notice under this  Agreement  must be written,  in English,  and sent to the
address of such Party  specified in this  Agreement (or to such other address as
either Party may specify by notice given to the other Party). Any notice will be
deemed  to have  been  effectively  given  (i) upon the  lapse of ten (10)  days
following  mailing  by  registered  mail,  (ii) upon the lapse of three (3) days
after dispatch by courier, or (iii) upon receipt by personal delivery, which may
be by cable, telegram, facsimile transmission or telex.


The Parties  shall  attempt in good faith to resolve any dispute  arising  under
this agreement  informally  according to the following  procedure.  Upon written
request  either  Party  identifying  a dispute to be  resolved,  each Party will
designate a management  representative  with the responsibility and authority to
resolve the dispute. The designated management representatives shall meet within
fifteen  (15) days after the request is received  from the  requesting  Party to
attempt to resolve  such  dispute,  or within a time as  mutually  agreed by the
Parties.


This  Agreement and its terms and  conditions  are governed  exclusively  by and
construed  according  to the laws of the  Province  of British  Columbia  and of
Canada. Both Parties agree to submit to the exclusive  jurisdiction and venue of
and agree that any cause of action arising under this Agreement shall be brought
in a court in Victoria, British Columbia.


The Parties each represent and warrant that there are no existing impediments to
their  compliance  with each and every term and condition of this  Agreement and
that it has all right, power and authority to enter into this Agreement.


Parties may not assign,  in whole or in part,  this  Agreement or its rights and
obligations  under it without the prior written consent of the other Party.  Any
attempted  assignment by a Party in violation of the foregoing shall be void and
of no effect. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the Parties  hereto and their  successors  and permitted
assigns.  Any Change in Control of Parties shall be considered an assignment for
the purpose of this provision.


The  Parties  are  independent  contractors,  not  employees,  agents,  or legal
representatives  of each other.  PresiNET and THATBANK shall each be responsible
for appointing and compensating their own employees, agents and representatives.
Each Party  will  indemnify  the other for any  liabilities  arising  out of any
unauthorized actions or omissions of its employees, agents or representatives.


Neither  PresiNET  nor  THATBANK  shall be liable for  damages  for any delay or
failure of delivery  arising out of causes beyond their  reasonable  control and
without their fault or negligence,  including, but not limited to, acts of civil
or military authority, fires, riots, wars or embargoes.


Failure to enforce any rights under this Agreement, irrespective of the duration
of such failure, shall not constitute a waiver of those or any other rights.


If a court judges any provision of this  Agreement to be void or  unenforceable,
such a judgment shall in no way affect any other  provisions of this  Agreement,
or the validity or enforceability of this Agreement. Any invalid provision shall
be deemed  to be  replaced  by a lawful  provision  most  nearly  embodying  the
original intention of the Parties.


All rights and remedies  provided  herein are  cumulative and in addition to all
other rights and remedies available at law or equity.


This Agreement  constitutes the final,  complete and exclusive  agreement of the
Parties with regard to this subject matter and  supersedes all prior  agreements
and  understandings,  oral or written,  relating  to the subject  matter of this
Agreement.  Any changes to this  Agreement must be in writing and be executed by
the Parties


IN WITNESS WHEREOF,  the Parties hereto,  by their  authorized  representatives,
have affixed their signatures as of the date first set forth above.




PRESINET SYSTEMS CORP.                     Digital Commerce International, Inc.
                                           (THATBANK)

By:                                        By:


Name: Dean Pothroin                        Name:
Title: Chief Executive Officer             Title:



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