Sample Business Contracts

Website Development and Hosting Agreement - Fuzzy Bunny Web Design Ltd. and Inc.

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of  June  1,  2004,  by  and  between  Fuzzy  Bunny  Web Design Ltd., a Canadian
corporation  ("Provider"),  and,  Inc.,  a Nevada corporation


1.1     "CONTENT"  means  all  text,  pictures, sound, graphics, video and other
data  supplied  by  Customer  to Provider pursuant to Sections 2.1 or 4.1(c), as
such  materials  may  be  modified  from  time  to  time.

1.2     "DESIGN  FEE"  means  the  fees  set  forth  in  EXHIBIT  A  for Website
development  services  provided  pursuant  to  Section  2.

1.3     "DOMAIN  NAME"  means  the  domain  name  specified  for  the Website by
Customer  from time to time.  The initial Domain Name is specified in EXHIBIT A.

1.4     "INTELLECTUAL  PROPERTY RIGHTS" means any and all now known or hereafter
known  tangible  and  intangible  (a) rights associated with works of authorship
throughout  the universe, including but not limited to copyrights, moral rights,
and  mask-works,  (b)  trademark  and  trade name rights and similar rights, (c)
trade  secret  rights,  (d)  patents,  designs,  algorithms and other industrial
property  rights,  (e) all other intellectual and industrial property rights (of
every kind and nature throughout the universe and however designated) (including
logos, "rental" rights and rights to remuneration), whether arising by operation
of  law,  contract,  license,  or  otherwise, and (f) all registrations, initial
applications,  renewals, extensions, continuations, divisions or reissues hereof
now  or  hereafter  in  force  (including  any  rights in any of the foregoing).

1.5     "MILESTONE  DELIVERY SCHEDULE" means the schedule for development of the
Work  Product  set  forth  in  EXHIBIT  A.

1.6     "PROVIDER  TOOLS"  means  any tools, both in object code and source code
form,  which  Provider  has  already  developed  or which Provider independently
develops  or  licenses  from  a  third party, excluding any tools which Provider
creates  pursuant  to  this  Agreement.  By  way  of example, Provider Tools may
include,  without  limitation,  toolbars  for  maneuvering between pages, search
engines,  Java  applets,  and  ActiveX controls.  All Provider Tools used in the
Website  shall  be  set  forth  in  EXHIBIT  A.

1.7     "SPECIFICATIONS"  means  Customer's requirements set forth in Exhibits A
and  B,  as  amended  or  supplemented  in  accordance  with  this  Agreement.

1.8     "USER  CONTENT"  means  all  text,  pictures, sound, graphics, video and
other  data  provided  by  Website  users.

1.9     "WEBSITE"  means  the  user  interface,  functionality  and Content made
available  on  pages  under  the  Domain  Name.

1.10     "WORK  PRODUCT"  means  all  HTML  files,  Java  files, graphics files,
animation  files,  data  files, technology, scripts and programs, both in object
code  and source code form, all documentation and any other deliverable prepared
for  Customer  by  Provider  in  accordance  with  the  terms of this Agreement.


2.1     DELIVERY  OF  INITIAL  CONTENT.  Provider  shall  source  all Content in
accordance  with the intended purpose, look and feel of the Website, and present
same  to  Customer  for approval before incorporating into the Work Product (the
"Initial  Content").  Customer  may provide Content and provide same to Provider
as  it  deems  fit,  and  Provider  shall incorporate such Content into the Work

2.2     DEVELOPMENT.  Provider  shall  provide  design,  programming  and  other
consulting  services  as  specified  in  EXHIBIT  A for the Design Fee set forth
therein.  Provider  will provide the Work Product to Customer in accordance with
the  Milestone  Delivery  Schedule.  Time  is of the essence with respect to the
performance  of  Provider's  services  hereunder.

2.3     PROJECT  LIAISONS.  Each party's primary contact for development efforts
shall  be  the  project  liaisons specified in EXHIBIT A or the person otherwise
designated  in  writing  by  Customer  or  Provider,  as  the  case  may  be.

2.4     PROVIDER TOOLS.  If any Provider Tools are incorporated into or are used
in  conjunction  with  the Website, or any Provider Tools are used to manipulate
Content for distribution on the Website, then Provider hereby grants to Customer
a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable,
royalty-free,  perpetual,  irrevocable  right  to  use,  reproduce,  distribute
(through multiple tiers), create derivative works of, publicly perform, publicly
display,  digitally  perform,  make,  have made, sell, offer for sale and import
such  Provider  Tools in any media now known or hereafter known.  Throughout the
term  of  the Agreement and immediately upon termination, Provider shall provide
to  Customer the most current copies of any Provider Tools to which Customer has
rights  pursuant  to  the  foregoing,  plus  any  related  documentation.

2.5     SHADOW  SITE;  ACCEPTANCE.  Provider  shall  make  available  complete
versions  of the Work Product on a password protected server (the "Shadow Site")
for Customer's review and acceptance.  Customer shall have 30 days to review and
evaluate  the  Work Product (the "Acceptance Period") to assess whether it meets
the  Specifications and meets industry standards for professional, technical and
artistic  quality.  If  Customer  rejects the Work Product during the Acceptance
Period,  Customer may, in its sole discretion, elect to: (a) extend the time for
Provider  to  provide  revised Work Product for acceptance testing in accordance
with this section; (b) revise the Specifications and to negotiate an appropriate
reduction  in the Design Fee to reflect the revised Specifications; (c) complete
the  Work Product and deduct the costs of completion from the Design Fee; or (d)
terminate  this  Agreement,  in  which  case  Section  6.3  applies.

2.6     SEARCH  ENGINE  REGISTRATION.  When  Provider  makes  the  initial final
version  of  the  Work  Product available to Customer, Provider shall propose to
Customer  50  search  engines  and  directories  where  the  Website  should  be
registered.  If  requested  by  Customer  and  at  its  expense,  Provider shall
promptly  register  all  Website  pages  with  all (or a designated subset) such

2.7     BACK  UP  OF  WORK  PRODUCT.  Prior  to  initial  acceptance of the Work
Product,  Provider  shall back up its work at least once every three days and to
store  such  back-up  materials  in  a  secure  site  at  a  separate  location.


If  Customer  desires to modify the Website (including the Platform Requirements
specified  in EXHIBIT A) at any time during the term of this Agreement, Customer
shall  describe the additional services or deliverables to Provider (the "Change
Notice").  Within  seven  days  of  such  Change Notice, Provider shall submit a
change  order  proposal  (the  "Change Order") which includes a statement of any
additional  charges  and,  if  the  Change  Notice  is provided prior to initial
acceptance  of  the Work Product pursuant to Section 2.5, any adjustments to the
Milestone  Delivery  Schedule  resulting  from  the  proposed Change Notice.  On
Customer's  written approval of the Change Order, the Change Order will become a
part  of  this Agreement.  Any additional deliverables or changes to the Website
described  in  the  Change  Order  shall be subject to acceptance testing at the
Shadow  Site  as described in Section 2.5.  Provider shall quote all charges for
the Change Orders at its then-current standard charges, but in no event shall it
exceed  the  per  hour  rate  specified  in  EXHIBIT  A.

4.     WEB  HOSTING.

4.1     SERVICES.  Following  Customer's  initial acceptance of the Work Product
pursuant  to  Section  2.5,  Provider  shall  provide  the following web hosting

(A)     DOMAIN  NAME.  It  is  hereby  acknowledged  that Customer shall own all
right,  title  and  interest  in  and  to  the  Domain Name and all Intellectual
Property  Rights  related  thereto.  Unless  otherwise  specified  by  Customer,
Provider  shall list Customer's project liaison as the administrative, technical
and  billing  contact.

(B)     CONTENT  CONTROL.  Customer  shall  have  sole control over the Content.
Provider  shall  not supplement, modify or alter any Work Product which has been
accepted  or  approved  by  Customer  or  any  Content (other than modifications
strictly  necessary to upload the Content to the Website) except with Customer's
prior written consent.  Provider shall upload all Content, including updates, to
the Website within 24 hours of delivery to Provider.  Provider shall also permit
Customer  to  electronically transmit or upload Content directly to the Website.

(C)     SITE  BACKUP.  At Provider's expense, Provider shall maintain a complete
and  current  copy  of the Website on a server located at a remote location.  In
the event that service is interrupted to the Website, the remote server shall be
immediately  activated  so  that  public access to the Website continues without

(D)     SITE DOWNLOADS.  Provider at its expense shall make a complete backup of
the  Website  every day.  On the first day of every month, and at any other time
as  reasonably  requested  by Customer, Provider at its expense shall deliver to
Customer  a  complete  electronic  copy  of  the Website (including all Provider

(E)     SERVER  LOGS.  On the first day of every month, and at any other time as
reasonably  requested  by  Customer,  Provider  at  its expense shall deliver to
Customer  in  electronic  form  the server logs of Website activity (the "Server

(F)     STANDARDS.  Provider's hosting standards shall conform to the following:

(I)     AVAILABILITY  OF  WEB  SITE.  The Website shall be publicly available to
users  a  minimum  of 97% of the time during any 24 hour period, 98% of the time
during any 7 day period, and 99% of the time during any 30 day period; and there
will  be  no  period of interruption in public accessibility to the Website that
exceeds  2  continuous  hours.

(II)     RESPONSE  TIME.  The  mean  response  time  for  server response to all
accesses  to the Website shall not exceed more than 10 seconds during any 1 hour

(III)     BANDWIDTH.  The bandwidth representing the Website's connection to the
Internet  shall  be operating at capacity no more than 30 minutes in any 24 hour

(IV)     SECURITY.  Provider  shall  prevent  unauthorized  access to the Shadow
Site, other restricted areas of the Website and any databases or other sensitive
material  generated  from  or used in conjunction with the Website; and Provider
shall  notify  Customer  of  any  known  security  breaches  or  holes.

(V)     INAPPLICABILITY  OF  FORCE MAJEURE.  The foregoing standards shall apply
regardless of the cause of the interruption in service, even if the interruption
in  service  was  beyond  the  control  of  Provider.

(VI)     REMEDIES.  In  addition  to  other  applicable  remedies,  Customer may
immediately  terminate  this Agreement without a further cure period if: (x) any
breach  of  this  Section  4.1(f)  is  not  cured  within  the later of the next
measurable  period  (only  if applicable) or 10 days, (y) the same subsection is
breached  a  second  time,  or  (z) there are 2 breaches of separate subsections
(even  if  cured)  within  any  6  month  period.

4.2     CUSTOMER  LICENSE.  During the period that Provider provides web hosting
services  pursuant  to  this  Section  4,  Customer  hereby grants to Provider a
non-exclusive, non-sublicenseable, royalty-free, worldwide license to reproduce,
distribute, publicly perform, publicly display and digitally perform the Content
and Work Product only on or in conjunction with the Website.  Customer grants no
rights  other  than explicitly granted herein, and Provider shall not exceed the
scope  of  its  license.

4.3     TRADEMARKS.  Subject to the terms and conditions of this Agreement, each
party  hereby  grants  to  the  other  party  a  limited,  non-exclusive,
non-sublicenseable,  royalty-free,  worldwide  license  to  use  such  party's
trademarks,  service  marks,  trade  names, logos or other commercial or product
designations  (collectively,  "Marks")  for  the  purposes  of  creating content
directories  or  indexes  and  for  marketing  and  promoting  the Website.  The
trademark  owner may terminate the foregoing license if, in its sole discretion,
the  licensee's  use  of  the  Marks  does not conform to the owner's standards.
Title  to  and  ownership of the owner's Marks shall remain with the owner.  The
licensee  shall  use  the  Marks exactly in the form provided and in conformance
with  any trademark usage policies.  The licensee shall not form any combination
marks  with  the  other  party's  Marks.  The licensee shall not take any action
inconsistent  with  the owner's ownership of the Marks and any benefits accruing
from  use  of  such  Marks  shall  automatically  vest  in  the  owner.

5.     PAYMENTS.

5.1     FEES.  Except  as  otherwise  specified  in  EXHIBIT  A,  Provider shall
invoice  all  fees  monthly,  and  payment  is  due 30 days from delivery of the
invoice.  All  fees  quoted  include,  and  Provider  shall pay, all sales, use,
excise  and other taxes which may be levied upon either party in connection with
this  Agreement,  except  for  taxes  based  on  Customer's  net  income.

5.2     EXPENSES.  Customer  shall  reimburse  Provider  for  all  reasonable
out-of-pocket expenses which have been approved in advance by Customer and which
are incurred by Provider in the performance of services hereunder, including but
not  limited  to  travel and lodging expenses, long distance calls, and material
and  supply costs, within 30 days after Customer's receipt of expense statements
including  appropriate  receipts  or  other  evidence  of  the  expense.


6.1     TERM.  The  initial  term  of  this  Agreement  shall be as specified in
EXHIBIT  A.  Thereafter,  this Agreement shall continue until terminated with at
least  90  days  written  notice.

6.2     TERMINATION  FOR CAUSE.  Except as otherwise provided for herein, either
party  may terminate this Agreement upon the material breach of the other party,
if  such  breach  remains  uncured  for  60 days following written notice to the
breaching  party.

Customer  terminates  the  Agreement  prior  to  initial  acceptance of the Work
Product  pursuant  to  Section  2.5,  Customer  shall return all Work Product to
Provider  and  Provider  shall return any Initial Content and refund to Customer
any  portion  of  the  Design  Fee  previously  paid to Provider hereunder.  All
licenses  granted  hereunder  shall  terminate.

6.4     TERMINATION  DURING  WEBSITE  HOSTING.  In  the  event  of expiration or
termination  of  this Agreement while Provider is providing Web hosting services
pursuant to Section 4, Provider shall download all materials on the Website to a
medium  of  Customer's choosing and deliver such materials to Customer by 5 p.m.
the same business day.  In addition, at no cost to Customer, Provider shall: (a)
keep  the Website publicly accessible for a period of 90 days following the date
of  termination  of this Agreement; (b) if the transfer requires a change in the
Domain  Name,  immediately  upon the date that the Website is no longer publicly
accessible, and for a period of 12 months thereafter, maintain the Website's URL
and,  at such URL, provide 1 page (including a hypertext link) that Customer may
use  to  direct  its  users  to  its new Website or some other URL of Customer's
choosing;  and (c) if the transfer does not require a change in the Domain Name,
cooperate  with  Customer  in  assigning  a new IP address to the Domain Name as
Customer  may  request  and  transferring all operations of the Website to a new

6.5     EFFECT  OF  TERMINATION.  Sections  1,  2.4,  6.5, 10, 11, 12, 13 and 14
shall  survive  termination  of  this  Agreement.  Upon  the termination of this
Agreement  for  any  reason  and  upon request by Customer at any time, Provider
shall  promptly  return,  in their original form, all Content and copies thereof
and  deliver  the originals and all copies of the Work Product in whatever stage
of  completion  to  Customer.  Subject  to  Provider's  obligations  pursuant to
Section 6.4, Provider shall remove all copies of the Content from servers within
its  control  and use reasonable efforts to remove any references to Customer or
the  Content  from  any  site  which  caches,  indexes  or links to the Website.


7.1     WORK  PRODUCT  WARRANTIES.  Provider  warrants  that  any  Work Product,
Provider  Tools  or Provider-made changes to the Content shall not: (a) infringe
on  the  Intellectual  Property  Rights  of  any  third  party  or any rights of
publicity  or  privacy;  (b)  violate  any law, statute, ordinance or regulation
(including without limitation the laws and regulations governing export control,
unfair competition, antidiscrimination or false advertising); (c) be defamatory,
trade  libelous, unlawfully threatening or unlawfully harassing; (d) be obscene,
child pornographic or indecent; and (e) contain any viruses, trojan horses, trap
doors,  back doors, easter eggs, worms, time bombs, cancelbots or other computer
programming  routines that are intended to damage, detrimentally interfere with,
surreptitiously  intercept  or  expropriate  any  system,  data  or  personal

7.2     ADDITIONAL  WARRANTIES.  Provider warrants that: (a) any Work Product or
Provider  Tools  will  conform  to their applicable Specifications or acceptance
criteria  when delivered and for a period of 1 year thereafter; and (b) there is
no outstanding contract, commitment or agreement to which Provider is a party or
legal  impediment  of  any  kind  known  to  Provider  which conflicts with this
Agreement  or  might  limit,  restrict  or impair the rights granted to Customer


During  the  period  that  Provider  provides  Web  hosting services pursuant to
Section  4,  Customer  shall not distribute on the Website any Content that: (a)
infringes  on  the Intellectual Property Rights of any third party or any rights
of  publicity or privacy; (b) violates any law, statute, ordinance or regulation
(including without limitation the laws and regulations governing export control,
unfair competition, antidiscrimination or false advertising); (c) is defamatory,
trade  libelous, unlawfully threatening or unlawfully harassing; (d) is obscene,
child  pornographic  or  indecent;  or  (e) contains any viruses, trojan horses,
worms,  time  bombs,  cancelbots or other computer programming routines that are
intended  to  damage, detrimentally interfere with, surreptitiously intercept or
expropriate  any  system,  data  or  personal  information.



10.     OWNERSHIP.

10.1     OWNERSHIP  OF  WORK  PRODUCT.  Provider  hereby  irrevocably assigns to
Customer  all  right,  title  and  interest  in  and  to  all  Work  Product and
documentation  produced  pursuant  to Customer's requests for services hereunder
including,  without  limitation,  all  applicable  Intellectual  Property Rights
thereto.  If  Provider  has any such rights that cannot be assigned to Customer,
Provider  waives  the enforcement of such rights, and if Provider has any rights
that  cannot  be  assigned  or  waived,  Provider  hereby  grants to Customer an
exclusive,  irrevocable, perpetual, worldwide, fully paid license, with right to
sublicense  through  multiple tiers, to such rights.  Provider acknowledges that
there are, and may be, future rights that Customer may otherwise become entitled
to  with respect to the Work Product that do not yet exist, as well as new uses,
media,  means  and  forms  of  exploitation  throughout  the universe exploiting
current  or  future  technology  yet  to be developed, and Provider specifically
intends the foregoing assignment of rights to Contractor to include all such now
known  or unknown uses, media and forms of exploitation throughout the universe.

10.2     OWNERSHIP  OF  CONTENT  AND WEBSITE.  As between Provider and Customer,
any Content given to Provider by Customer under this Agreement or otherwise, and
all  User  Content,  shall  at  all times remain the property of Customer or its
licensor.  Provider  shall  have no rights in such Content or User Content other
than  the limited right to use such content for the purposes expressly set forth
in  this  Agreement.

10.3     EMPLOYEE  AND  SUBCONTRACTOR  CONTRACTS.  Provider  shall  cause  each
individual  or  company employed by Provider in connection with the Work Product
to  execute  a contract regarding confidentiality and assignment of rights prior
to  each such individual or company's commencement of services thereunder.  Such
contracts  shall:  (a)  include a full assignment of all rights to Customer, (b)
include  a  waiver of any moral or similar rights, (c) be freely assignable, and
(d)  contain  restrictions  on use and disclosure.  Further, with respect to any
subcontractors  which  it employs: (x) Provider shall obtain the written consent
of  Customer,  (y)  Provider  shall  be  responsible  for  the  direction  and
coordination of the services of such subcontractors, and (z) Customer shall have
no  obligation  to  pay  such  subcontractor(s).

11.     INDEMNITY.

11.1     CUSTOMER  INDEMNITY.  Customer  shall defend Provider against any third
party  claim,  action,  suit  or proceeding alleging any breach of the covenants
contained  in  Section  8.  Subject  to  Section  11.3, Customer shall indemnify
Provider  for  all  losses, damages, liabilities and all reasonable expenses and
costs  incurred  by  Provider  as  a  result of a final judgment entered against
Provider  in  any  such  claim,  action,  suit  or  proceeding.

11.2     PROVIDER  INDEMNITY.  Provider  shall defend Customer against any third
party  claim,  action,  suit  or  proceeding  resulting  from  Provider's  acts,
omissions  or  misrepresentations  under  this  Agreement  (including  without
limitation  Provider's  breach  of  the  warranties  contained  in  Sections 7).
Subject  to  Section  11.3,  Provider  shall  indemnify Customer for all losses,
damages,  liabilities and all reasonable expenses and costs incurred by Customer
as  a  result  of  a  final judgment entered against Customer in any such claim,
action,  suit  or  proceeding.

11.3     MECHANICS  OF  INDEMNITY.  The  indemnifying  party's  obligations  are
conditioned upon the indemnified party: (a) giving the indemnifying party prompt
written  notice  of  any  claim,  action,  suit  or  proceeding  for  which  the
indemnified  party is seeking indemnity; (b) granting control of the defense and
settlement  to  the  indemnifying party; and (c) reasonably cooperating with the
indemnifying  party  at  the  indemnifying  party's  expense.


Customer's  "Confidential Information" are any passwords used in connection with
the  Website  (or  the  Shadow  Site),  all  Server  Logs,  all Work Product and
documents  related to the Work Product, any Content which Customer designates as
confidential,  and  any other materials of Customer which Customer designates as
confidential  or  which  Provider  should reasonably believe to be confidential.
Customer's  "Confidential  Information"  also  includes the Website itself until
such  time  as Customer decides to make the Website publicly available to users.
Provider's  "Confidential  Information"  is  defined  as  the source code of any
Provider Tools.  Provider understands and agrees that Customer does not want any
other  Confidential Information of Provider, and should the parties believe that
additional  confidential  information  of  Provider  needs  to  be  disclosed to
Customer,  the  parties  shall  execute  a  separate  non-disclosure  agreement
regarding  such  information.  Each  party  shall  hold  the  other  party's
Confidential  Information in confidence and shall not disclose such Confidential
Information  to third parties nor use the other party's Confidential Information
for  any  purpose  other than as necessary to perform under this Agreement.  The
foregoing restrictions on disclosure shall not apply to Confidential Information
which  is  (a)  already  known  by the recipient, (b) becomes, through no act or
fault  of  the recipient, publicly known, (c) received by recipient from a third
party without a restriction on disclosure or use, or (d) independently developed
by  recipient  without  reference to the other party's Confidential Information.




14.1     GOVERNING  LAW.  This  Agreement  will  be  governed  and  construed in
accordance  with  the  laws  of  the Province of British Columbia without giving
effect  to  principles  of  conflict  of  laws.  Both parties agree to submit to
jurisdiction  in  British  Columbia  and  further agree that any cause of action
arising under this Agreement may be brought in a court in the City of Vancouver,
British  Columbia.

14.2     FURTHER  ASSURANCES.  Provider  shall  cooperate  with  Customer,  both
during  and after the term of this Agreement, in the procurement and maintenance
of  Customer's rights to intellectual property created hereunder and to execute,
when  requested, any other documents deemed necessary or appropriate by Customer
to  carry  out  the  purpose  of  this  Agreement.

14.3     COMPLIANCE  WITH  LAWS.  Provider  shall ensure that its Website design
and  its  web  hosting  services  will comply with all applicable international,
national  and  local  laws  and  regulations.

14.4     SEVERABILITY; WAIVER.  If any provision of this Agreement is held to be
invalid  or unenforceable for any reason, the remaining provisions will continue
in  full  force  without  being impaired or invalidated in any way.  The parties
agree to replace any invalid provision with a valid provision which most closely
approximates  the  intent  and  economic  effect  of the invalid provision.  The
waiver  by  either party of a breach of any provision of this Agreement will not
operate  or  be  interpreted  as  a  waiver  of  any other or subsequent breach.

14.5     HEADINGS.  Headings  used  in this Agreement are for reference purposes
only  and  in  no way define, limit, construe or describe the scope or extent of
such  section  or  in  any  way  affect  this  Agreement.

14.6     INDEPENDENT CONTRACTORS.  The parties to this Agreement are independent
contractors,  and  no  agency,  partnership,  joint venture or employee-employer
relationship is intended or created by this Agreement.  Neither party shall have
the  power  to obligate or bind the other party.  Personnel supplied by Provider
shall  work  exclusively  for  Provider  and  shall  not,  for  any  purpose, be
considered  employees  or  agents  of  Customer.  Provider  assumes  full
responsibility  for  the  acts  of  such  personnel  while  performing  services
hereunder  and  shall be solely responsible for their supervision, direction and
control,  compensation,  benefits  and  taxes.

14.7     NOTICE.  Any  notices required or permitted hereunder shall be given to
the appropriate party at the address specified below or at such other address as
the  party  shall  specify  in writing.  Such notice shall be deemed given: upon
personal delivery; if sent by telephone facsimile, upon confirmation of receipt;
or  if  sent  by certified or registered mail, postage prepaid, 5 days after the
date  of  mailing.

14.8     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of which shall be deemed an original and all of which shall
be  taken  together  and  deemed  to  be  one  instrument.

14.9     INJUNCTIVE  RELIEF.  Provider  hereby  waives  any  right to injunctive
relief  or  rescission  and  agrees  that  its sole and exclusive remedy for any
breach  or  alleged  breach,  termination  or  cancellation of this Agreement by
Customer  shall  be  an  action  for  damages  and  termination  of its services
hereunder.  Provider  agrees  that  Provider's  services  are  unique  and  that
Customer  may suffer irreparable harm in the event of any breach by Provider and
that  monetary  damages  in  such  event  would be substantial and inadequate to
compensate  Customer.  Consequently,  Customer shall be entitled, in addition to
such  monetary  relief as may be recoverable by law, to such injunctive or other
relief  as  may  be  necessary to restrain any threatened, continuing or further
breach  by  Provider,  without  showing  or  proving  actual damage sustained by
Customer  and  without  posting  a  bond.

14.10     ENTIRE  AGREEMENT.  This  Agreement,  including  the Exhibits attached
hereto,  sets  forth  the  entire understanding and agreement of the parties and
supersedes  any and all oral or written agreements or understandings between the
parties as to the subject matter of this Agreement.  It may be changed only by a
writing  signed  by both parties.  Neither party is relying upon any warranties,
representations,  assurances  or  inducements  not  expressly  set forth herein.

     IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement
as  of  the  date  first  written  above.


/s/  Thomas  Mills          /s/  Caroline  Rechia
By:  Thomas  Mills          By:  Caroline  Rechia
Title:  President           Title:  Vice-President

                                    EXHIBIT A

                                SERVICES AND FEES


Any  Content  provided to Provider by Customer shall be in the formats specified

     All  text  shall  be  provided in ASCII, RTF, PageMaker, WordPerfect, Word,
PDF,  or  HTML
     All  graphics  shall  be  provided  in  TIFF,  GIF,  JPEG,  or  PMP  format


The  Website  shall  not  include  any  Provider  Tools except for the following
specified  below:



The  Work  Product  and Provider Tools provided to Customer by Provider shall be
compatible  with  the  following  browser(s):

     MS  Internet  Explorer


Provider  shall  produce  a  professional quality website suitable for use as an
Internet  portal  by  those  interested in accessing the Chinese B2B market (the
"Portal")  and  in  accordance  with  the  specifications  set out in Exhibit B,
including  without  limitation  the  following  (the  "Services"):

     Preparation of design and concept specifications for the Website, including
layout, organization and content, consistent with the specifications in Exhibit
     Design corporate logo consisting of a professional word mark
     Research and source Initial Content, including all graphic design
consistent with the branding requirements of the Customer
     Integrate flash animation
     Produce and test Website before implementation
     Fully implement and integrate the functioning Website and any related third
party solutions
     Provide recommendations on site maintenance, marketing and tracking of
     Provide means by which selected sections of the Website are available for
user updates.
     Establish usability and clear navigation for the Website


The  Milestone  Schedule  for  the  project  is  shown  on the chart below, with
reference  to  the  specifications  set  out  in  EXHIBIT  B:

                       MILESTONE DESCRIPTION     DUE DATE

PHASE I     Design and implementation of Public Access Level, as specified in
Exhibit B, except for bilingual functionality     December 15, 2004

PHASE II     Design and implementation of Subscription-Based Level, as specified
in Exhibit B     6 months from authorization

PHASE III     Design and implementation of bilingualism functionality, as
specified in Exhibit B     2 months from authorization


Customer  shall  pay  Provider  for  the  Services  as  follows:

     $35,000  USD  upon  delivery  of completed Phase I, hosting and all monthly
expenses  (including hosting) for a period of 12 months from delivery of Phase I

     $35,000  USD  upon  delivery of completed Phase II, hosting and all monthly
expenses (including hosting) for a period of 12 months from delivery of Phase II

     $5,000  USD  upon  delivery  of  completed  Phase  III


18  months  from  the  Effective  Date.


Provider  Liaison:          Thomas  Mills
               2708-939  Homer  Street
               Vancouver,  BC  V6C  2X8

Customer  Liaison:     Caroline  Rechia
1802-888  Pacific  Street
Vancouver,  BC  V6Z  2S6


                                    EXHIBIT B

                             WEBSITE SPECIFICATIONS, is intended to be an Internet portal, functioning as an
information resource primarily for North Americans looking to access the Chinese
B2B market.  Its sophisticated web presence will feature a multitude of services
and quality information.  It must provide users with a clean, esthetically
pleasing, intuitive interface.

     The Portal will feature two operating levels: a free public access level,
and a subscription-based level.  Within this context, the elements of the Portal
must be designed, developed and integrated to meet its primary objectives and
include the following functions:


     All visitors to the Portal will have access to the following information
and services:

(1)     Current Events.  The Portal must feature news articles that will appeal
to anyone having interests in China, particularly businesspersons seeking to
access the Chinese B2B market.  Such articles will include, without limitation,
general Chinese and international news items, financial reports, technology news
and sports results.  The Portal will also integrate a stock quote and weather

(2)     Chinese Business Information.  The Portal shall contain a collection of
online resources relating to doing business in China.  The collection will
include, without limitation, technical information regarding Chinese trade and
business, including laws, regulations and practices, and upcoming events of
interest to the Chinese business community.

(3)     Hyperlinks Directory.  The Portal will contain a directory of useful
Internet hyperlinks relating to business in China, with brief descriptions of

(4)     Search Engine.  The Portal must feature a search engine that is
available from a permanent postion on every page.  The permanent search will
enable users to search the Portal or the Internet at large in English.  The
Portal must also feature a simple and effective navigation bar that will guide
users through the Portal.

(5)     E-mail.  The Portal must provide access to a branded
email service.  Access to the email service will be available to all users who
register by supplying a valid email address.

(6)     Chat Rooms.  The Portal must provide chat rooms relating to Chinese
business topics, where users can engage in real-time online communications.
Access to the chat rooms will be available to all users who register by
supplying a valid email address.

(7)     Bilingualism.  Users will have the option of reading our content in
English and simplified Chinese.  The search engine must also accommodate this
bilingual functionality.

(8)     Advertising.  The Portal must provide ample space for banner and button
advertisements, sponsorships and co-branded advertising that may be integrated
with selected content on our portal.


     The subscription-based level will be described as the "B2B Exchange".
Subscribers will have access to the following services:

(1)     Insider's Guide.  The Portal will feature an "Insider's Guide" to doing
business in China.  It will contain practical insights such as common stumbling
blocks and how to avoid them, reports and tips from experienced sources.
Editorials and guest expert columns will focus on overcoming cultural and
regulatory barriers, whether systemic or practical.  Comments and advice from
other subscribers will also be featured.

(2)     Online Trading Platform.  The Portal will feature an online trading
platform intended to facilitate B2B transactions with Chinese businesses.  The
trading platform will be fully automated, searchable, topically arranged,
intuitive and easy-to-use online service that is available 24-hours a day, seven
days a week.  It must enable sellers to list items for sale in a fixed price
format, buyers to purchase items of interest, and all portal users to browse
through selected items from any place in the world at any time.  All users will
be able to browse the trading platform, but only subscribers will be able to
complete transactions.  All financial transactions are to be facilitated through
a third party payments platform.  The trading platform must also feature a
feedback forum for users to provide comments on other users with whom they

(3)     Business Database.  The Portal must feature access to a database of
businesses, both Chinese and non-Chinese, which are interested in B2B commerce.
The database will be organized by products and services, either being sought or
offered for sale.  Each entry will contain a brief overview of the business and
its products or services, plus its name, address, telephone and fax numbers,
e-mail address, and website.  All visitors to the Portal will be able to view
the categories of products and services in the database, as well as the number
of businesses in each category interested in buying or selling.  Only
subscribers will be able to access contact information for businesses in the
database.  The database must be linked to the trading platform so that
businesses with products for sale on the trading platform will be identified as

(4)     Forum.  The Portal must feature a discussion forum for users to interact
and share information.  The forum will contain features common to other Internet
forums such as, topics, discussion threads, messages and moderators.