In consideration of these mutual covenants and agreements, each of the parties agrees with the other as follows:

1.0 GENERAL SERVICES
E-C-Q Payment Systems Inc. referred to as E-C-Q in this agreement is an internet purchase processing service that promotes Internet business for companies wishing to develop new streams of business. E-C-Q actively promotes individual businesses to attract potential customers. E-C-Q facilitates purchases for customers and provides payments to merchants for goods and services supplied by the merchant.

E-C-Q hereby agrees to provide merchants registered with E-C-Q with payments for products or services purchased through the E-C-Q purchase processing system according to the instructions specified by the merchant at the time of registration.

For merchants with their own website, E-C-Q will provide the merchant with a link button that can be added to the merchant's web page(s). The link button will indicate that the merchant accepts E-C-Q payments as a suitable settlement option for purchase orders from their internet location.

Merchants with their own shopping cart are requested to display the E-C-Q purchase ICON and add the minor software code to enable the E-C-Q Request to Purchase notices and transfer of purchase information to E-C-Q's gateway page. At the gateway page the customer will be offered to either purchase through E-C-Q or be returned to the merchant's web page to buy directly from the merchant.

For merchants with or without their own website, E-C-Q provides as part of the merchant registration an advertising banner and listing within the E-C-Q Affiliated Merchants page and a display shelf that can be loaded with information about products or services provided by the merchant.

Merchants that use the E-C-Q display shelf will be required to display the E-C-Q purchase ICON that will link to the E-C-Q purchase gateway. From there the customer will be able to submit a purchase order to the merchant.

E-C-Q will deliver, on completion of every purchase transaction, a notice of purchase (Purchase Order) confirming to the merchant details of the purchase as well as any instructions provided by the E-C-Q customer regarding shipment or delivery of goods or services. The purchase order will be sent by email to the email address specified in the merchant's E-C-Q account.

In order to receive payment for the purchase order, the merchant must follow the instructions found within the email to acknowledge the purchase order. E-C-Q will then process payment for the purchase order placed by an E-C-Q customer within 2 business days. The merchant is responsible to ensure delivery of the product(s) or service(s) sold.

A confirmation of payment for purchases, detailing the payment method (specified by the merchant at time of E-C-Q registration), the amount of payment, any service charges deducted by E-C-Q, as well as any associated transaction information will be provided with sufficient detail so as to enable the merchant to reconcile the sale and proceed with shipping to the address provided in the original purchase order.

2.0 SCHEDULE OF CHARGES/PAYMENTS

2.1Charges for services shall be as follows, and are subject to change from time to time. Note: All fees unless otherwise stated are in Canadian dollars.

SERVICE FEES:

Merchant Type A1
Product Merchants registered with E-C-Q with own WEB Sites.

Purchases made directly between the merchant and customer NO FEES are payable to E-C-Q.

For all purchases made via E-C-Q Purchase Order. E-C-Q deducts a standard fee of 7.0% of the base purchase price (minimum $2.00 CAD) in the currency of the sale.

Merchant Type A2
Product Merchants using E-C-Q Bill Board Services.

Purchases made directly between the merchant and customer NO FEES are payable to E-C-Q.

For all purchases made via E-C-Q Purchase Order. E-C-Q deducts a standard fee of 7.0% of the base purchase price (minimum $2.00 CAD)in the currency of the sale.

Merchant Type A3
Product Merchants not registered with E-C-Q and has own WEB Site.

Purchases made directly between the merchant and customer NO FEES are payable to E-C-Q.

For all purchases made via E-C-Q Purchase Order. E-C-Q deducts a standard fee of 10.0% of the base purchase price (minimum $2.00 CAD) in the currency of the sale.

Merchant Type A4
Service Merchants
E-C-Q will refer customers directly to the merchant to finalize the details of the service. For this referral the merchant agrees to pay E-C-Q a referral fee of 7.0% for any sales of services made from a referral by E-C-Q.

Commission and Consignment Sales

These merchants are utilizing E-C-Q's NO CHARGE option to gain exposure to internet traffic.

Commission and Consignment merchants will be charged a 20% commission on all sales.

SETTLEMENT METHODS AND FEES:
E-C-Q will pay the merchant according to the instructions supplied by the merchant on the E-C-Q Merchant Registration Form. In accordance with the payment method selected by the merchant, E-C-Q will deduct from the settlement amount the above noted Service Fee plus the following fee according to the type of payment made to the merchant:

Payment to the Merchant by uncertified cheque:
No charge.

Payment to the Merchant by credit card:
$2.00 Canadian per transaction.

Payment to the Merchant by certified cheque:
$10.00 Canadian includes postage (courier or registered mail extra).

Payment to the Merchant by International Money Order:
$12.00 Canadian includes postage (courier or registered mail extra).

Credit Memo:
No charge

Wire / Direct Deposit Fees:
These fees are dependent upon the location of the merchant's bank. The merchant may request this option during registration process. E-C-Q will then notify the merchant of the fees and the merchant may then decide for this option.
NOTE: Settlement of multiple transactions with a single wire payment reduces the cost of wiring.

Special Arrangements:
For merchants that require special arrangements to receive funds, charges will be determined based on the arrangement required.

Mediation Insurance:
E-C-Q offers to its Customers and Merchants an option to make a partial payment. When the option is taken by either party, Mediation Insurance is mandatory.

Mediation Insurance Rates:
Transaction Amount | Fee
$1.00 - $100.00 | $2.00 CAD
$101.00 - $300.00 | $3.00 CAD
Over $300.00 1% of base transaction

Special Services:
Any service required by the Merchant that is not within the normal range of services provided by E-C-Q will be charged to the merchant on an hourly basis. E-C-Q will maintain a record of time and activities undertaken on behalf of the Merchant, and E-C-Q will supply this record to the Merchant with the appropriate invoice on completion of the service.(see also 7.2 below)
Special Services Fee $60.00 CAD per hour.

2.2 Merchant agrees that E-C-Q shall deduct service charges pursuant to 2.1 above from the payment to merchant.

2.3 Merchant agrees to provide E-C-Q with complete and accurate instructions on how the merchant would like to be paid by E-C-Q. These instructions form part of the Merchant Registration.

3.0 DATA PROCESSING SERVICES

3.1 Availability of Service
Data processing services will be available to the merchant 24 hours per day 360 days per year, except time required by E-C-Q for adequate hardware and software maintenance.

3.2 Number Assignment
E-C-Q will provide the merchant with:
- An account number
- A single unique user ID. This ID is created by the merchant at time of registration.
- A password. This password is created by the merchant at time of registration.
All three of the above will be required to access the merchant account services provided by E-C-Q.

3.3 Capacity and Response Time
E-C-Q will maintain hardware and software of sufficient capacity, and in a manner adequate, to ensure that the merchant's average on-line processing response time shall be on average 20 seconds from start to completion. On-line processing response time is defined as the interval of time between the initiation of an on-line transaction by a user (usually a customer) and the receipt of a notice at the merchant's or customer's local Internet Service Provider (ISP).

4.0 MERCHANT OBLIGATIONS

4.1 Merchant agrees to conduct business with customers in a professional and honourable manner.

4.2 Merchant confirms that their business is not a pornographic site or a pornography related site.

4.3 Merchant confirms that their business is not an internet gambling site.

4.4 Merchant shall not hold E-C-Q liable for any financial transaction, between merchant and customer, after E-C-Q has provided funds to the payment delivery service chosen by the merchant.

4.5 For customer purchases by credit card taken on behalf of the merchant, if for any reason the purchase payment has been refunded to the customer's credit card, the merchant agrees to reimburse E-C-Q for those funds plus applicable service charges levied by the credit card company.

4.6 Merchant agrees to participate in a mediation process selected by E-C-Q in the event of a dispute between the merchant and the customer.

4.7 Merchant agrees to abide by and be bound by the terms of this agreement.

5.0 E-C-Q 's OBLIGATIONS
E-C-Q agrees to abide by the terms of this agreement and supply the following:

5.1 E-C-Q agrees that it shall create and maintain, discrete, separate, and secure, off-line storage of all merchant's confidential account information.

5.2 E-C-Q shall create discrete back-up copies, and store off-site, all files, on a monthly basis, and maintain such back-up copies on a current basis in accordance with established back-up procedures.

5.3 E-C-Q shall use reasonable care to minimize the likelihood of all damage, loss of data, delays, and errors resulting from uncontrollable events, and should such damage occur, E-C-Q shall use its best efforts to mitigate the effects of such occurrence.

5.4 E-C-Q will maintain a separate account of all funds being held on behalf of merchants and customers. E-C-Q will have the transactions of those accounts audited on a semi-annual basis commencing in July 2001. The auditor will be a registered chartered accountant, with credentials supplied by the Canadian Chartered Accountant Association.

6.0 PROPERTY RIGHTS TO DATA, CONFIDENTIALITY, AND SECURITY

6.1 E-C-Q hereby acknowledges that all data relating to Merchant's business affairs is proprietary to Merchant, and constitutes valuable confidential information. E-C-Q agrees that E-C-Q shall keep confidential all such data, and further, that E-C-Q shall not disclose, divulge, or use any of such data otherwise, but in accordance with this agreement. E-C-Q shall exercise to this end, the same care to preserve the confidentiality of such data as E-C-Q exercises in connection with its own data of similar value or confidentiality. E-C-Q covenants and agrees that it will take all necessary steps, including instruction of its employees and/or agents, to ensure that the confidentiality of all input data, output data, data files, and the master file belonging to Merchant is maintained in a secure environment.

7.0 INPUT DATA

7.1 All input data shall be submitted to E-C-Q through transmission by means of telephone lines, or cable lines, utilizing on-line terminal equipment functionally compatible with the computer, and with the appropriate communications lines and devices in place.

7.2 Merchant is solely responsible for the accuracy of its input data, and if such input data is incorrect, or incomplete, the Merchant shall have the option to either correct, complete, or otherwise prepare such input data for data entry and/or processing, or upon notification by E-C-Q to pay E-C-Q the applicable costs as set forth in the Schedule of Charges (see 2.0) for any additional work performed by E-C-Q to correct, complete, or otherwise prepare such input data for data entry and/or processing.

8.0 LIMITATION ON LIABILITY

8.1 E-C-Q will use due care in provision of services and products to the Merchant, but will not be liable for any delays, losses, damages, penalties, costs, expenses, or inconvenience to the Merchant, caused by the provision of such services or products unless such damages arise from E-C-Q 's negligence or wilful default. In this case E-C-Q shall only be liable for any direct damages up to the aggregate total of the processing fees as established by the E-C-Q Schedule of Charges (See 2.0) pertaining to the incidental transaction where loss took place.

8.2 Under no circumstances will E-C-Q be liable for, or the Merchant have a remedy for, the recovery of any special, indirect, or consequential damages, even if E-C-Q has been advised of the possibility thereof, including, but not limited to, lost profits, lost revenues, failure to realize expected savings, other commercial or economic losses of any kind, or any damages caused by Merchant's failure to meet Merchant's obligations set out in this agreement.

9.0 TELECOMMUNICATIONS

9.1 E-C-Q and the Merchant acknowledge that the input data, processing or output may, from time to time, be partially or wholly interrupted or inaccurate as a result of a telecommunication or cable interruption.

9.1.1 In the event that this occurs, the parties agree that E-C-Q shall execute resolution measures and practices as soon as it becomes aware of an interruption in order to aid the party providing the service to provide timely and accurate restoration of its services. All additional processing costs arising out of telecommunication/cable interruptions shall be borne by the Merchant.

9.2 E-C-Q shall not be liable for loss or damage of any kind whatsoever arising as a result of such telecommunication interruption.

10.0 OWNERSHIP

10.1 Title to, ownership of, and all proprietary rights in E-C-Q products, trademarks, trade names, and other material and information are reserved unto, and at all times, shall remain with E-C-Q. This agreement in no way vests the Merchant with any proprietary interest in E-C-Q, its' products, trade name, trademark, or other materials and information.

10.2 All right, title, and interest in, and to the data supplied by the Merchant belongs to the Merchant.

11.0 FORCE MAJEURE

Except as provided in this agreement, E-C-Q shall not be liable for failure to furnish Merchant services if due to causes or conditions beyond its reasonable control.

12.0 ASSIGNMENT

Neither party may assign this agreement, or any of the rights or obligations hereunder, without prior written acceptance of these terms by the other party.

COPYRIGHT E-C-Q 1999-2003