Between: Pine Group, Inc., Markham, Ontario, CanadaPHONE: +1 (905) 940 1880 EMAIL: admin@pinegroup.com WEB: www.pinegroup.comand VRx Inc, Toronto, Ontario, Canada Service Description: ISDN Internet feed and Internet services: ISDN feed: $450.00 per month Hosting of Pinegroup Web site: $ 50.00 per month ------- Total $500.00 per month Term on contract: Five years from date of signing. NOTES A) First and last month's payment are due and payable upon signing this Agreement. Regular monthly payments begin in the month in which the Activation Date occurs (pro-rated for the first and last months of the Term, if less than a complete month). B) VRx 24 hour support policy is premised on normal maintenance requirements of VRx's system and on remote access support. Except if occasioned by VRx system fault or error, on-site service at any time at Customer request and remote access support in non-emergency situations outside of normal business hours are subject to additional charge at rates established by VRx from time to time. IMPORTANT: TERMS AND CONDITIONS BELOW FORM AN INTEGRAL PART OF THIS AGREEMENT Agreed & Accepted by, Pinegroup Inc _________________________________ __________ For Pine Group Inc. Date VRx Inc. _________________________________ __________ President Date TERMS & CONDITIONS 1. DEFINITIONS (a) "Activation Date" means the date VRx advises Customer in writing that the services have been activated; (b) "Customer" means the person or entity named above under the section "Customer"; (c) "Site" means the Customer's site identified above under the section "SITE"; (d) "Services" means the services to be provided by VRx under this Agreement; (e) "VRx" means VRx Inc.; and (f) "TERM" means the term of this Agreement, as set forth under the section "TERM OF SERVICE". 2. SERVICES All services are as expressly set out in this Agreement. Any alteration to a term, price or service must be documented in a revised Schedule which, upon execution by Customer and VRx, will form part of this Agreement. 3. PRICES 3.1 Upgrade Fees Customer may upgrade the Services at any time, upon execution of VRx's form of amending agreement and subject to VRx fees then in effect. Installation and removal of any Services shall be effected exclusively by or under express authority from VRx. VRx shall maintain and repair, as deemed necessary by VRx, any equipment or facilities provided by it hereunder during the Term. 3.2 For 3 Year Term or Greater Only If the Term is 3 years or greater, Customer will receive the benefit of any price decrease that VRx may, from time to time, offer for the Services. Price increases for the Services (except pursuant to an upgrade) will not be put into effect until the expiration of the TERM or until Customer signs a new Agreement. 4. PAYMENT Customer shall be invoiced by VRx monthly, based on installation date. All invoices due and payable 30 days after delivery of invoice. Liability for payment of monthly service charges commences from date Services are activated. Past due amounts bear interest at an annual rate equal to the Bank of Montreal's prime rate, plus 5%. VRx has the right (without prejudice to any of its other legal rights) to terminate the Services, upon five business days' prior written notice, for any payments 90 days or more in arrears. 5. TERM and TERMINATION 5.1 This agreement will come into force upon execution by the parties and, unless sooner termination pursuant to any of the provisions hereof, remains in effect for the Term and any renewals thereof. This Agreement shall, upon the expiration of the Term, be automatically renewed for a further term of three years, at VRx's then prevailing rates for Services, unless terminated by either party by not less than 60 days' prior written notice to the other expiring on the last day of the Term or the relevant renewal term, as the case may be. 5.2 This Agreement will terminate automatically in the event that either party becomes insolvent or bankrupt or takes advantage of any legislation for the protection of insolvent debtors, or goes into liquidation, either voluntarily or under an order of a court of competent jurisdiction, or makes a general assignment for the benefit of its creditors or otherwise acknowledges itself insolvent, or ceases to carry on business in the normal course, or is liquidated or wound-up. 5.3 VRx reserves the right to terminate this Agreement for abuse of the network, or user policies, or due to any illegal activity which could negatively impact upon VRx, including without limitation any acts or omissions contemplated in section 9.1. 5.4 If VRx terminates this Agreement before the expiration of the Term pursuant to any of its rights under this Agreement or if any of the events described in section 6.2 hereof shall have occurred in respect of the Customer, VRx may disconnect the Services at any time and the unpaid balance of the fees payable hereunder to VRx to the date of expiration of the Term shall be accelerated and become immediately due and payable to VRx as a genuine pre-estimate of the loss suffered by VRx and not as a penalty and the Customer shall be responsible for any fees paid or payable by VRx for common carrier connections or services and equipment ordered for the Customer and not then paid by the Customer. 6. FORCE MAJEURE 6.1 Neither party is responsible for failure to fulfill its obligations under this Agreement or for delay in doing so if such failure is due to circumstances beyond its control, such as, but not limited to, acts of God, acts of government, war, riots, strikes, inability to procure labor or materials, power failures or accidents in transportation. The parties agree to immediately provide notice to each other of any such circumstances and undertake to restore the status quo as soon as is feasible. Nothing in this section shall relieve the Customer from any obligation to pay any amounts due hereunder on their respective due dates. 7. DISCLAIMERS/LIABILITY 7.1 DISCLAIMER: No Warranties RE: Services VRx makes no representations or warranties of any nature whatsoever, express or implied, with respect to the Services or equipment provided in connection therewith including, without limitation, any representation or warranty with respect to the network transmission capacity of common carriers, the reliability of the equipment of common carriers, compatibility of the equipment of common carriers with that of VRx or the Customer, and merchantability and fitness of any equipment for any particular purpose. Without limiting the generality of the foregoing, VRx specifically disclaims any express or implied warranty of fitness of any equipment or Services for high risk activities such as for use or resale in hazardous environments requiring fail-safe controls, such as the operation of nuclear facilities, aircraft navigation, or communications systems, air traffic control, life support or weapons systems. 7.2 LIMITATION OF LIABILITY VRx's liability to the Customer for any claim of whatsoever nature or kind arising under or out of this Agreement, shall not, under any circumstances, including negligent acts or omissions on the part of VRx or those for whom it is in law responsible, exceed the total amount paid by the Customer to VRx during the 3 month period preceding the incident giving rise to the claim. Under no circumstances shall VRx be liable for any indirect or consequential damages, including, but not limited to, damages resulting from loss of use, lost profits, lost revenues, or damages to third parties. 7.3 DISCLAIMER: Corruption and Security VRx does not warrant that the data transmitted over the Internet will occur in an uncorrupted form. VRx makes no claim with respect to the security of any transaction and it is the Customer's responsibility to employ encryption, firewall, certification or other technology to secure Customer's own transactions. 8. CUSTOMER INDEMNITIES Customer shall indemnify and save harmless VRx for any losses, costs, damages or expenses arising out of any act or omission by the Customer or those for whom the Customer is in law responsible, in relation to: (I) interference with the work of another network subscriber, disruption to VRx's network services or backbone nodes, use of network for any illegal purpose, use of the network to achieve any unauthorized access to computer systems, software, or data; (ii) any loss or damage to the property and equipment of VRx while housed on the Site, if such damage is due to fault or negligence of the Customer, its employees, its customers or those for whom the Customer is in law responsible; and (iii) any illegal or unauthorized content in the Customer's library system, including without limitation any and all legal costs incurred by VRx in defense of any such claims. This indemnity shall survive the termination of this Agreement. VRx reserves the right to cancel the Services for commission of any of the above acts. 9. GENERAL PROVISIONS 9.1 All intellectual property owned or controlled by VRx remains its sole and exclusive property and shall not be used for any purpose without prior written authorization from VRx. Any authorization to use such intellectual property including any software licenses shall expire upon termination of this Agreement. 9.1 The legal interpretation of this Agreement shall be governed by the laws of the Province of Ontario, and the laws of Canada applicable therein. 9.2 This Agreement and the Schedules constitute the entire Agreement between the parties, and no amendments shall be effective unless made in writing and signed by both parties. 9.3 This Agreement is for the benefit of, and binding upon the parties hereto, and their respective successors and permitted assigns. 9.4 Neither this Agreement nor the performance of the obligations under this Agreement shall be assigned by the parties without the prior written consent of the other party. Such consent shall not be unreasonably withheld. 9.5 Under no circumstances shall this Agreement be construed to create a partnership or any other financial obligations between Customer and VRx except as expressly provided herein. 9.6 All Notices under this Agreement shall be made in writing and may be sent be electronic copy provided that a hard copy is also mailed to the attention of the applicable party at the addresses on the first page of this Agreement. Any such Notices shall be effective on the day of delivery, if sent by electronic means; seven days from the date of mailing if sent by mail; or on the next business day, if sent by courier. 9.7 Time is of the essence of this Agreement.