This agreement between Smart Business Canada and                                            (Customer) is a one-year contract for Internet Services as described below for a twelve-month period beginning on the date of activation on the website. Invoices for Internet service will be sent monthly in advance of services rendered. Customer agrees to pay invoices on or before the due date.

SBC                                                   Start-up                          Billed
Location           Description                        Installation     Per/ Month       Yearly
                                                                      Costs             Charge

Montreal, QC       SBC Membership BASIC plan          $ 50             $ 199            $ 2,388
                   SBC Membership ACTIVE plan         $ 75             $ 349            $ 4,188
                   SBC Membership PREMIUM plan        $ 75             $ 549            $ 6,588


Additional credits can be purchased as needed through the website.

By signing below, client agrees to the terms and conditions of the Client
Service agreement on page two of this document.

Vern Breau               Date                
Vern Breau               Date                -----------------------------------
Co-Founder                                   Customer Signature             Date
Smart Business Canada

                                             Print Name


                                             Company Name


                                             City, State, Zip

            Smart Business Canada 3680 Rue Joseph, Montreal, QC H4G 1J2
      ph: (855) 936-7722  Ext. 802 / /

The following terms and conditions govern Smart Business Canada ("SBC's")provision of internet services ("Services") to the company or  individual ("Customer") as described on the Client Service Agreement. The Term "Services" is limited to the services performed online on behalf of the customer, and our savings program,  software provided by SBC to facilitate SBC Services but does not include any equipment, facilities, programming or software at the Customer site.  Specifically, SBC Services includes only that portion  of connections on SBC-side of the telecommunications provider's demarcation. If Services are, or become subject to, a tariff filed with the Federal Communications Commission or any other regulatory institution ("Tariff"), the terms and conditions of such Tariff, including rates, shall govern Customer's use of the Services.

1. TERM. The initial Term begins on the first day of the month following  SBC's activation of SBC-side   services. The Term for Services ("Term") will be 1 year. After initial Term all services shall automatically renew for one month Terms unless Customer or SBC notifies the other by thirty (30) days written notice that it does not wish to renew.

2. RATES. Rates are as set forth on Client Service Agreement Contract ("Order"). SBC will provide  thirty (30) days written notice of any change in base prices. Customer is  responsible  for service fees  according to the new base prices for Customer services installed based on the most recent Service Order(s). Billing shall commence  on the date the service is activated. Customer will be invoiced  monthly for all amounts due and owing to SBC. All payments are due within 30 days after the date of such invoice.

3. PAYMENT. Customer agrees to pay all charges incurred. Upon receipt of SBC invoice Charges shall be due on the first day of each calendar  month for that months service whether or not an invoice is received. Payment shall be made in CAD Dollars. Interest  charges of 1 3/4 percent per month or the highest rate permitted by law will accrue daily on all amounts not paid within thirty (30) days of the date due. Customer will be deemed to be in default  hereunder if payment is not received within 30 days after the date of such invoice, and in addition, all Customer services will be disconnected without notice if any amounts are not paid within  thirty (30) days of the date due.  Customer will pay all sales and use taxes, as well as duties or levies, on Services. Customer's Services will not be initiated  until  Customer has paid current Customer fees, Services startup fees, and the fees for the first month of Services. If Customer wishes to cancel a Service Order before the Service is initiated, the Customer must provide  notice to SBC in writing with return receipt, and such notice must be received by SBC prior to Service initiation. When a Customer cancels before  initiation, the first month Service fee will be withheld. Because of the difficulties and inconvenience in attempting to establish the loss, if Customer breaches this Client  Service  Agreement  with respect to any term of this agreement or terminates this contract  early, SBC reserves the right, in addition to any other remedies  which maybe available to it, to terminate this agreement and the services  provided to Customer hereunder. In addition, upon the occurrence of any breach hereunder, 75% of the cumulative total of the balance on this  agreement shall become due and payable as of that date as liquidated damages and not as a penalty. Customer acknowledges that the amounts payable pursuant to the preceding sentence are equitable compensation to
SBC, and are intended to reasonably compensate SBC for the losses which are occasioned by Customer's failure to honor its obligations hereunder and that the exact amount of damages is difficult or impractical to establish.

4.  TERMINATION.  SBC with (30) days prior written  notice may  terminate  this service agreement at any time.


A. Customer shall at its own expense provide all necessary preparations required to comply with SBC's services specifications. 

B. Customer shall provide  information  related to Services as requested by SBC to troubleshoot Services.

C.  Customer  shall not nor shall it permit or assist others to use Services for any purpose other than that for which they are intended.

D.  Customer  shall  not nor  shall  it  permit  or  assist  others  to abuse or fraudulently use Services, including but not limited to the following:

1. Obtaining or attempting to obtain  service by any fraudulent  means or device with intent to avoid payment;

2. Accessing,  altering,  or destroying any information of another SBC Customer by any fraudulent means or device, or attempting so do so; or

3.  Using  Services  so as to  interfere  with the use of SBC  network by other Customers or authorized users,  intentionally or not; or in violation of the law or in aid of any unlawful act.

E.  Customer  acknowledges  that  SBC's  network  may only be used  for  lawful purposes. SBC  reserves  the right to, from time to time,  monitor  Customer's activity.  The transmission of any material in violation of any Canadian or Proincial  regulations  is prohibited.  This  includes,  but  is  not  limited  to, copyrighted  material,  material  legally  judged to be  threatening or obscene, material  protected by trade secret or material  that is otherwise  deemed to be proprietary  or  judged  by  SBC  to  be  inappropriate  or  improper  such  as unsolicited bulk e-mail  messages.  SBC has zero tolerance for unsolicited bulk e-mail  messages and reserves the right to terminate the Connection in the event that SBC  becomes  aware that  Customer,  or persons  making use of  Customer's services or using the SBC  network for the  distribution  of  unsolicited  bulk e-mail messages.

F.  Customer  acknowledges  that SBC offers  Customer  access to services on their servers. Customer hereby acknowledges that SBC servers are not owned,  operated,  managed by or in any way affiliated with SBC or any of its affiliates, and that it is a separate network of  computers, independent of SBC. Customer's use of SBC serices is solely at Customer's  own risk and is  subject to all applicable local,  Provincial, national and international  laws and regulations. Access to our services is dependent on numerous factors, technologies and systems, many of which are beyond SBC's  authority  and control.

G. Customer  acknowledges  that  access to other  networks  connected  to SBC's network  must comply with the rules  appropriate  for that other  network.  MICA exercises no control whatsoever over the content of information  passing through its network.


A. SBC shall not be responsible for the installation,  operation or maintenance of equipment or software not provided by SBC; nor shall SBC be responsible for the  transmission  or  reception  of  information  by  equipment or software not provided by SBC.

B. Customer shall be responsible for the use and  compatibility  of equipment or software  not provided by SBC.  In the event that  Customer  uses  equipment or software  not  provided by SBC that  impairs the  Customer's  use of  Services, Customer shall nonetheless be liable for payment for Services.  Upon notice from SBC that the equipment or software not provided by SBC is causing or is likely to cause hazard,  interference or service obstruction,  Customer shall eliminate the likelihood of hazard, interference or service obstruction. Customer shall if necessary pay SBC to troubleshoot  difficulties caused by equipment or software not provided by SBC.  SBC will notify  Customer by  telephone  before any such charges are incurred.

C. SBC shall not be responsible  if any changes in Services cause  equipment or hardware  not  provided  by SBC to become  obsolete,  require  modification  or alteration,  or  otherwise  affect  performance  of  equipment  or hardware  not provided by SBC.

D.  SBC  includes  this  terms and  conditions  so that  SBC can  control  the performance  of SBC network on an  end-to-end  basis and protect SBC  network. SBC's intent is to manage the services on a Communication basis with Customer for leased  line  based  services.


A.  SBC  shall  install,  operate  and  maintain  Services.  SBC  shall not be responsible  for cabling that  connects  equipment  not provided by SBC to SBC Services.

B. SBC warrants that Services will be in good working order and will conform to SBC's service specifications upon the date activated.  The foregoing warranties are in lieu of all other  warranties,  express  or  implied,  including  but not limited  to  the  implied  warranties  of  merchantability  and  fitness  for  a particular purpose.

For Web Hosting services,  SBC will provide reasonable and industry  acceptable network security measures to help protect appropriate  customer data files, with respect to SBC web hosting services.

C.  Customer's  sole  remedy for  performance  or  non-performance  of  Services pursuant to SBC's  service  specifications  shall be repair or  replacement  of Services.

D. SBC shall not be liable,  either in contract or in tort, for protection from unauthorized  access of Customer's  transmission  facilities or Customer premise equipment; or for unauthorized access to or alteration,  theft or destruction of Customer's  data files,  programs,  procedure or information  through  accident, fraudulent means or devices,  or any other method, even should such access occur as a result of SBC's negligence.

E. SBC shall not be liable for claims or damages  caused by  Customer's  fault, negligence or failure to perform  Customer's  responsibilities;  claims  against Customer by any other party;  any act or omission of any other party  furnishing services;  or  installation  or removal of  equipment  furnished  by any service provider, except where caused by the gross negligence of SBC.

F. SBC shall not be liable  for  damages to  Customer  equipment  caused by the negligence or willful acts of SBC's officers,  employees, agents or contractors for loss through  theft or vandalism of Customer  equipment on SBC's  premises, and for damages caused by the use of Customer equipment or supplies .

G. For any other claim,  Customer's  damages,  if any, shall be limited to those actually  proven as  directly  attributable  to SBC,  subject to the  following limitation: SBC will not be liable under any circumstances for any lost profits or other consequential damages, even if SBC has been advised of the possibility of such damages to Customer for any cause whatsoever,  regardless of the form of action,  and  whether in  contract or in tort,  including  negligence,  shall be limited to the lesser of $100,000 or the monthly  charges paid for Services from the date  damages were  incurred,  but in no event more than twelve (12) month's charges for the Services that cause the damages.

H. Upon default by Customer,  SBC may terminate  Services and retake possession of Services (before,  during or after action to recover sums hereunder),  retain all payments made  hereunder,  and recover charges and costs owed by Customer as well as any other damages SBC may have sustained because of Customer's default. "Default"  shall  mean  where  Customer   becomes  subject  of  a  voluntary  or involuntary  bankruptcy,  insolvency,  reorganization or liquidation proceeding; makes an  assignment  for the  benefit  of  creditors;  admits  in  writing  its inability  to pay debts when due;  or fails  within ten (10) days after  written
notice to remedy any breach of this Agreement.

I. SBC may interrupt  Customer Services  immediately after an attempt so notify Customer by telephone at the telephone number of the technical contact specified on the Service  Order in any event where SBC  Technical  Review  Committee  has determined  Customer  is  in  breach  of  paragraph  5  subparagraph  B of  this Agreement.  In the event such action is taken by SBC, Customer Services will be reinstated when SBC's Technical  Review Committee  determines the condition has been remedied by Customer.  This  paragraph  takes  precedence  over paragraph 7 sub-paragraph G.


K. Customer  understands  that routine  maintenance and periodic system repairs, upgrades and re configurations may result in temporary impairment or interruption in service.  As a result,  SBC does not guarantee  continuous or  uninterrupted service  and  reserves  the  right  from time to time to  temporarily  reduce or suspend service without notice.

8. INDEMNITIES. SBC its affiliates,  officers, directors, licensees, licensers, will be  indemnified  and saved  harmless by the  Customer  from and against all loss,  liability,  damage and expense,  including  reasonable  attorney's  fees, caused by:

1. Negligent acts or omissions of officers,  employees, agents or contractors of Customer  that  arise out of or are  caused by the  construction,  installation, maintenance,  presence,  or  use  or  removal  of  systems,  channels,  terminal equipment or software not provided by SBC that are  connected to SBC  Services and that  result in claims and  demands for damages to property or for injury or death to persons including payments made under any Worker's  Compensation Law or under any plan for employee's disability or death benefits;

2. Claims for liable, slander, invasion of privacy or infringement of copyright, and  invasion  and/or  alteration  of private  records or data  arising from any information, data or message transmitted over the network by Customer.

3. Claims for  infringement  of patents  arising from the use of  equipment  and software,  apparatus  and  systems  not  provided  by  SBC in  connection  with Services.


A.  Customer  shall not assign or transfer the Order  without the prior  written consent of SBC. SBC may, however,  assign this Agreement to its parent company or an affiliate  with thirty (30) days notice.  No Customer is allowed to resell or redistribute  Internet services provided by SBC including but not limited to the following services; SBC's Services manager.  Retransmission of Internet services through microwave and radio waves for reselling is prohibited. SBC may permit Customer to provide Internet  services to third  parties only under an exclusive  written  agreement between SBC and Customer.

B. SBC will not be responsible  for  performance of its  obligations  hereunder where delayed or hindered by war, riots, embargoes,  strikes, or other concealed acts of workmen  (whether of SBC or  others),  casualties,  accidents  or other occurrences  beyond SBC's  control.  SBC shall notify Customer in the event of any of the foregoing occurrences.  Should such occurrence continue for more than sixty (60) days, SBC or Customer may cancel the Order for the affected Services with no further liability.

C. The provision of Services by SBC is subject to SBC's continuing approval of Customer's  creditworthiness.  Customer shall furnish  financial  information as SBC may from time to time request to determine Customer's credit-worthiness.

D. Any legal action  arising out of failure,  malfunction  or defect in Services shall be brought within one (1) year of the occurrence or is deemed waived. Any and all actions shall be brought in the appropriate court system in the province of Quebec.

E. This  Agreement  may not be  modified  except  by  written  amendment  by the parties. No agent,  employee or representative of SBC or Customer has authority to  bind  the  parties  to  any   representation  or  warranty  unless  such  is specifically  included  in this  Agreement,  the Order,  or  written  amendments thereto.

F. Any notice  required to be given  hereunder  shall be in writing and shall be deemed  to have  been  delivered  when  deposited  in the  United  States  Mail, registered or certified  mail,  return receipt  requested with adequate  postage affixed and addressed to the person set forth in the  signature  block hereto or to such other  address as either  party may  provide to the other in  accordance with the provisions hereof. Notices may be sent to the administrative address of record for the Customer. Notice to SBC shall be to:

               Smart Business Canada
               Mtl, QC, H4G 1J2

Attention: Contract Administration

G. All  users of  Customer  services  are  responsible  for  ensuring  their use complies  with any  policies  in effect  which may apply to their use.  Further, users of Customer services are responsible for determining which policies affect their specific use. This may include but is not limited to the National  Science Foundation Appropriate Use Policy.

H. Customer is  responsible  for assessing its own need for property,  casualty, and liability insurance and shall obtain such insurance as it sees fit. Customer shall  bear  the risk of loss to its own  equipment  and  agrees  to so make any claims against the others for any property loss.

I. This Agreement shall be governed by the laws of the province of Quebec.

J. Should any part or portion of the Agreement be found invalid,  the balance of the provisions shall remain unaffected and shall be enforceable.

K. It is  understood  and agreed by the parties  hereto that this  instrument in conjunction with the Customer Agreement constitutes the entire agreement between the  parties.  Each  party  hereby  specifically  advises  the  other  that  any representations inconsistent with the terms and conditions contained herein made by any  officer,  agent or employee  are wholly  unauthorized  and  specifically repudiated.

L. It is  understood  and agreed by the parties  hereto that this  instrument in conjunction with the Customer Agreement constitutes the entire agreement between the  parties.  Each  party  hereby  specifically  advises  the  other  that  any representations inconsistent with the terms and conditions contained herein made by any  officer,  agent or employee  are wholly  unauthorized  and  specifically repudiated.  The  parties  have  entered  into  this  Agreement  as of the  date indicated on the first page.

M.  Neither  party  shall  disclose  any of the  terms  and  conditions  of this agreement without the prior written notice of the other,  provided,  however, in any of its sales and  marketing  materials  SBC may  refer to  Customer  as its Customer.

N. This  agreement  may be executed in two or more  counterparts,  each of which shall be  deemed  to be an  original  for all  purposes  hereof. This  agreement contains  the entire  agreement  of the parties  hereto and with  respect to the matters covered hereby and supersedes any other prior or simultaneous  agreement related to such matters.

Smart Business Canada