Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.

WEB SITE DESIGN CONSULTATION AGREEMENT

!his /eb Site %esign Cons0ltation Agree1ent 2the 3Agree1ent45 is 1ade and effective 6%A!E7+

BETWEEN:

[CONSULTANT NAME] 2the 8Cons0ltant85+ a corporation organi9ed and e:isting 0nder the laws of the 6S!A!E;P&(- $CE7+ with its head office located at<

AND:

[CUSTOMER NAME] 2the 8C0sto1er85+ a corporation organi9ed and e:isting 0nder the laws of the 6S!A!E;P&(- $CE7+ with its head office located at<

RECITALS

A. C0sto1er desires to receive the services of Cons0ltant+ acting as an independent contractor and
not as an e1ployee+ =oint vent0rer+ partner or any other legal relationship+ to perfor1 certain services in connection with the develop1ent of the C0sto1er>s web site.

/eb Site %esign and %evelop1ent Agree1ent Page ? of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

*. ,or good and val0able consideration+ incl0ding the 10t0al agree1ents and covenants contained
in this Agree1ent+ the Cons0ltant and the C0sto1er hereby agree to the following ter1s+ covenants and conditions<

$(/ !)E&E,(&E+ in consideration of the covenants set forth herein+ and for other good and val0able consideration+ the receipt and s0fficiency of which is hereby acAnowledged+ the parties agree to the following<

0. TERM
!his Agree1ent shall be effective co11encing 6%A!E7+ and shall contin0e 0ntil ter1inated at the co1pletion of the Scope of /orA which shall occ0r no later than 6%A!E7 or by either party as otherwise provided herein.

2. SERVICE TO BE PROVIDED BY CONSULTANT 2.0 Appointment

C0sto1er hereby appoints and retains the services of the Cons0ltant+ and Cons0ltant accepts s0ch appoint1ent+ to perfor1 the services described in E:hibit 3A4 attached hereto and 1ade a part hereof+ in connection with the design and develop1ent of the C0sto1er>s web site 2the 8Cons0lting Services85. !his Agree1ent shall only cover the specific services described in E:hibit 3A4 and shall not incl0de any other services that 1ay be perfor1ed or provided by the Cons0ltant. Any services beyond those described in E:hibit 3A4 shall be s0b=ect to separate agree1ent between the parties and a separate sched0le of co1pensation to be paid by C0sto1er for s0ch services. $otwithstanding the above+ the parties by written agree1ent between the1 1ay e:pand the scope of services to be perfor1ed s0b=ect to this Agree1ent.

2.2 Rea ona!"e #i"i$en%e

Cons0ltant shall 0se reasonable diligence to pro1ptly perfor1 the services described herein and to 1eet any delivery dates or pro=ect deadlines agreed to by the parties and to provide services that are in co1pliance with agreed specifications and pro=ect para1eters. All services shall be provided in a professional and worA1anliAe 1anner and in co1pliance with standard ind0stry standards and by B0alified and e:perienced personnel sec0red by the Cons0ltant.

2.1 Wo&' p&o$&e

Cons0ltant shall contin0ally co110nicate with the C0sto1er regarding progress 1ade by the Cons0ltant in perfor1ing the services. Upon reB0est fro1 the C0sto1er+ Cons0ltant shall prepare and deliver to the C0sto1er written reports s011ari9ing progress in providing the services called for in this Agree1ent. !he C0sto1er agrees that any ti1e devoted to the preparation of written stat0s reports shall be billed at the Cons0ltant>s ho0rly rates if the service to which the reports pertain are being billed on an ho0rly basis. f the service to which s0ch reports pertain are billed at a fi:ed fee+ a reasonable n01ber of written reports shall be incl0ded within the fi:ed fee for s0ch service.

2.2 Commitment
Cons0ltant represents and warrants that it has no c0rrent co11it1ents or obligations that will conflict with or otherwise interfere with or i1pede the perfor1ance of the services called for 0nder this Agree1ent. /eb Site %esign and %evelop1ent Agree1ent Page 2 of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

1. SC(EDULE O) COMPENSATION
C0sto1er shall co1pensate the Cons0ltant at the rates set forth in the Co1pensation Sched0le attached hereto as E:hibit 3*4 or as agreed between the parties in any written a1end1ent hereto. Cons0ltant shall provide C0sto1er with 1onthly invoices for services rendered for the preceding 1onth. All s0ch invoices shall be d0e and payable within 6$U.*E&7 days after receipt thereof by the C0sto1er. Cons0ltant shall be responsible for any and all e:penses or costs inc0rred by Cons0ltant in the perfor1ance of the services s0b=ect to this Agree1ent and which are not specifically identified in E:hibit 3*4 attached hereto.

2. OWNERS(IP AND USE O) PROPRIETARY PROPERTY 2.0 P&op&ieta&* &i$+t a%'no,"e#$ment

Cons0ltant e:pressly acAnowledges and agrees that any and all proprietary 1aterials created by Cons0ltant in the scope of providing service here0nder shall be created as 3worAs 1ade for hire4 as defined in the 6C(U$!&'7 Copyright Act and that C0sto1er shall be the tr0e and lawf0l owner of all copyrights and other proprietary rights in and to s0ch ite1s and shall be considered to be the sole and e:cl0sive a0thor of s0ch 1aterials within the 1eaning of the 6C(U$!&'7 Copyright Act. !hese ite1s shall incl0de+ b0t shall not necessarily be li1ited to any and all deliverables res0lting fro1 the Cons0ltant>s services or conte1plated by this Agree1ent+ all tangible res0lts and proceeds of the Cons0ltant>s services+ worA in progress+ records+ diagra1s+ notes+ drawings+ specifications+ sche1atics+ doc01ents+ designs+ i1prove1ents+ inventions+ discoveries+ develop1ents+ trade1arAs+ trade secrets+ c0sto1er lists+ databases+ software+ progra1s+ 1iddleware+ applications+ sol0tions+ 2collectively referred to as 8Proprietary Prod0cts85 conceived+ 1ade or discovered by Cons0ltant+ solely or in collaboration with others+ d0ring the period of this Agree1ent which relate in any 1anner to the service provided by the Cons0ltant to the c0sto1er. ,0rther1ore+ Cons0ltant agrees to e:ec0te any and all doc01ents and taAe all other actions necessary to vest f0ll rights and ownership of s0ch 1aterials and the copyrights+ patents+ or other proprietary rights therefore in the C0sto1er+ incl0ding b0t not li1ited to e:ec0ting confir1ations of the worA for hire stat0s of the Cons0ltant+ e:ec0ting copyright assign1ents irrevocably and f0lly assigning all copyrights to the C0sto1er. Cons0ltant hereby waives any other rights in and to s0ch Proprietary Prod0cts that 1ay attach or arise 0nder any federal+ state+ local+ international laws or the laws of any other co0ntry or =0risdiction+ incl0ding b0t not li1ited to soCcalled 81oral rights.8 2.2 P&e-io. "* %&eate# ,o&' n the event that Cons0ltant intends or plans to integrate any worA that was previo0sly created by the Cons0ltant into any worA prod0ct to be created in f0rtherance of the perfor1ance of services here0nder+ the Cons0ltant shall first provide written notice to the C0sto1er and seeA c0sto1ers written approval of the incorporation of s0ch ite1s. n the event that C0sto1er consents+ in its reasonable discretion+ to the incorporation of s0ch ite1s into the worA prod0ct to be created for the C0sto1er+ the C0sto1er is hereby granted a worldwide+ royalty free+ perpet0al+ irrevocable license to 0se+ distrib0te++ 1odify+ p0blish+ and otherwise e:ploit the incorporated ite1s in connection with the worA prod0ct that is developed for the C0sto1er.

3. CON)IDENTIAL IN)ORMATION 3.0 Non#i %"o .&e

Cons0ltant will not+ d0ring or s0bseB0ent to the ter1 of this Agree1ent+ 0se C0sto1erDs Confidential nfor1ation for any p0rpose whatsoever other than the perfor1ance of the Services on behalf of C0sto1er or disclose C0sto1erDs Confidential nfor1ation to any third party+ witho0t the advanced written a0thori9ation of the C0sto1er. Cons0ltant f0rther agrees to taAe all reasonable preca0tions to /eb Site %esign and %evelop1ent Agree1ent Page E of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

prevent any 0na0thori9ed disclos0re of s0ch Confidential nfor1ation incl0ding+ b0t not li1ited to+ li1iting access to s0ch infor1ation to individ0als within its organi9ation that have a bona fide need to Anow of s0ch infor1ation+ having each e1ployee of Cons0ltant+ if any+ with access to any Confidential nfor1ation e:ec0te a nondisclos0re agree1ent containing provisions and restrictions s0bstantially si1ilar to those contained in this Agree1ent.

3.2 A#-e&ti in$

Cons0ltant shall not be per1itted to 1aAe any press releases or disclose to any other party+ in any 1arAeting or advertising 1aterial or any other 1eans of co110nication+ the e:istence of the relationship between C0sto1er and Cons0ltant or the e:istence or any ter1s of conditions of this Agree1ent.

3.1 De/inition
,or p0rposes of this Agree1ent+ the ter1 8Confidential nfor1ation8 1eans and incl0des+ any and all proprietary infor1ation of any nat0re or Aind+ technical data+ trade secrets or AnowChow+ incl0ding+ b0t not li1ited to+ research+ prod0ct plans+ prod0cts+ services+ c0sto1ers+ c0sto1er lists+ 1arAets+ software+ develop1ents+ inventions+ processes+ for10las. technology+ designs+ drawings+ engineering+ hardware config0ration infor1ation+ 1arAeting+ finances or other b0siness infor1ation disclosed by C0sto1er either directly or indirectly in writing or orally. Confidential nfor1ation does not incl0de infor1ation which 2i5 is Anown to Cons0ltant at the ti1e of disclos0re to Cons0ltant by C0sto1er as evidenced by written records of Cons0ltant+ 2ii5 has beco1e p0blicly Anown and 1ade generally available thro0gh no wrongf0l act of Cons0ltant or 2iii5 has been rightf0lly received by Cons0ltant fro1 a third party who is a0thori9ed to 1aAe s0ch disclos0re.

3.2 Ret.&n o/ %on/i#entia" in/o&mation

Upon the ter1ination or e:piration of this Agree1ent+ or 0pon C0sto1erDs earlier reB0est+ Cons0ltant will deliver to C0sto1er all of C0sto1erDs property or Confidential nfor1ation in tangible for1 that Cons0ltant 1ay have in Cons0ltantDs possession or control.

3.3 B&ea%+ o/ %on/i#entia"it* i a !&ea%+ o/ t+i A$&eement

Cons0ltant agrees that it wo0ld be i1possible ascertain C0sto1erDs da1ages fro1 any breach of the covenants set forth in this Article -. As s0ch+ Cons0ltant agrees that if Cons0ltant breaches any provision of this Article -+ C0sto1er 1ay chose+ in addition to any other right or re1edy available+ the right to obtain fro1 any co0rt of co1petent =0risdiction an in=0nction restraining s0ch breach or threatened breach. Cons0ltant f0rther agrees that no bond or other sec0rity shall be reB0ired in obtaining s0ch eB0itable relief and Cons0ltant hereby consents to the iss0ances of s0ch in=0nction and to the ordering of s0ch specific perfor1ance.

4. TERM AND TERMINATION

C0sto1er 1ay ter1inate this Agree1ent i11ediately by giving 6$U.*E&7 b0siness days written notice of s0ch ter1ination to the Cons0ltant in the event that the Cons0ltant s0bstantially breaches or defa0lts 0nder any of Cons0ltant>s obligations contained in this Agree1ent or if the Cons0ltant is 0nable to or ref0ses to perfor1 services here0nder. Upon the effective date of any ter1ination of this Agree1ent+ all legal obligation+ rights and d0ties arising o0t of this Agree1ent shall ter1inate e:cept that< 2i5 C0sto1er shall re1ain obligated to pay any balance d0e to the Cons0ltant for services provided here0nder< 2ii5 the Confidentiality &estrictions+ (wnership of Proprietary &ights Provisions+ and ndependent Contractor provisions of this Agree1ent shall contin0e to apply and shall s0rvive the ter1ination of this Agree1ent as ongoing covenants between the partiesF 2iii5 Cons0ltant shall have the contin0ing obligation to ret0rn to the C0sto1er all tangible and intangible property of the c0sto1er and all versions of any Proprietary Prod0cts of the c0sto1er or developed for the C0sto1er d0ring the effectiveness of this Agree1entF and 2iv5 Cons0ltant shall have the ongoing d0ty and /eb Site %esign and %evelop1ent Agree1ent Page G of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

obligation to confir1 in writing and taAe all reasonable steps to sec0re proprietary right in the Proprietary Prod0cts developed p0rs0ant to this Agree1ent in the na1e and e:cl0sive ownership of the C0sto1er.

5. NOTICES
Any notification or written co110nication reB0ired by or conte1plated 0nder the ter1s of this Agree1ent shall be in writing and shall dee1ed to be delivered if trans1itted via E1ail at the E1ail addresses listed below+ e:cept for any notice of ter1ination of this Agree1ent which shall be in writing and sent by 6C(U$!&'7 .ail+ Certified .ail+ &et0rn &eceipt &eB0ested and shall be dee1ed to have been delivered 6$U.*E&7 b0siness days after the date of 1ailing. E1ail addresses for s0ch notices shall be< f !o Cons0ltant< f !o C0sto1er< 6E.A " A%%&ESS7 6E.A " A%%&ESS7

6. NO ASSIGNMENT
!he Services to be perfor1ed by Cons0ltant here0nder are personal in nat0re+ and C0sto1er has engaged Cons0ltant as a res0lt of Cons0ltantDs 0niB0e e:pertise relating to s0ch Services. $either this Agree1ent nor any right+ interest+ d0ty or obligation here0nder 1ay be assigned+ transferred or delegated by Cons0ltant witho0t the e:press written consent of C0sto1er which consent 1ay be withheld in the discretion of the C0sto1er.

7. INDEPENDENT CONTRACTOR STATUS

!he parties agree that Cons0ltant shall be an independent contractor and not an agent+ e1ployee or representative of C0sto1er. C0sto1er shall have no right to direct or control the details of the Cons0ltant>s worA. Cons0ltant shall not receive any fringe benefits or other perB0isites that the C0sto1er 1ay provide to its e1ployees and Cons0ltant agrees to be responsible for its own b0siness overhead and costs of doing b0siness and to f0rnish 2or rei1b0rse C0sto1er for5 all tools and 1aterials necessary to acco1plish the services reB0ired of the Cons0ltant p0rs0ant to this Agree1ent+ and shall inc0r all e:penses associated with perfor1ance+ e:cept as e:pressly provided in E:hibits or a1end1ents to this Agree1ent. Cons0ltant shall be responsible for paying all ta:es on pay1ents received p0rs0ant to this Agree1ent and that C0sto1er shall have no obligation to withhold ta:es fro1 service fees payable to the Cons0ltant here0nder. Cons0ltant hereby inde1nifies and holds the c0sto1er har1less any obligation that 1ay be i1posed on C0sto1er 2i5 to pay in withholding ta:es or si1ilar ite1s or 2ii5 res0lting fro1 Cons0ltantDs being deter1ined not to be an independent contractor. 00. INDEMNI)ICATION Cons0ltant will inde1nify C0sto1er and hold it har1less fro1 and against all clai1s+ liabilities+ da1ages and e:penses+ incl0ding reasonable attorneys fees and costs of s0it+ arising o0t of or in connection with+ any violation or clai1ed violation of a third partyDs rights res0lting in whole or in part fro1 C0sto1erDs 0se of the worA prod0ct of Cons0ltant 0nder this Agree1ent.

10.1.

MEDIATION AND ARBITRATION

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Any controversy between the parties to this Agree1ent involving the constr0ction or application of any of the ter1s+ provisions+ or conditions of this Agree1ent+ shall on written reB0est of either party served on the other+ be s0b1itted first to 1ediation and then if still 0nresolved to binding arbitration. Said 1ediation or binding arbitration shall co1ply with and be governed by the provisions of the 6"A/S7 0nless the Parties stip0late otherwise. !he parties shall each appoint one person to hear and deter1ine the disp0te and+ if they are 0nable to agree+ then the two persons so chosen shall select a third i1partial arbitrator whose decision shall be final and concl0sive 0pon both parties. !he attorneys fees and costs of arbitration shall be borne by the losing party+ as set forth in paragraph ?@+ 0nless the Parties stip0late otherwise+ or in s0ch proportions as the arbitrator shall decide.

00. GOVERNIG LAW

n interpreting the ter1s of this Agree1ent+ the parties agree that the laws of the State of 6S!A!E;P&(- $CE7 shall be applicable. All s0its per1itted to be bro0ght in any co0rt shall be in 6C !';C(U$!'7+ 6S!A!E;P&(- $CE7.

02. ENTIRE AGREEMENT

!his Agree1ent contains the entire agree1ent and 0nderstanding of the parties with respect to the s0b=ect 1atter hereof and s0percedes and replaces all prior disc0ssions+ agree1ents+ proposals+ 0nderstandings+ whether orally or in writing+ between the parties related to the s0b=ect 1atter of this Agree1ent. !his Agree1ent 1ay be changed+ 1odified or a1ended only in a written agree1ent that is d0ly e:ec0ted by a0thori9ed representatives of the parties. f any provisions hereof is dee1ed to be illegal or 0nenforceable by a co0rt of co1petent =0risdiction+ the enforceability of effectiveness of the re1ainder of the Agree1ent shall not be effected and this Agree1ent shall be enforceable witho0t reference to the 0nenforceable provision. $o party>s waiver of any breach or acco11odation to the other party shall be dee1ed to be a waiver of any s0bseB0ent breach.

$ / !$ESS /)E&E(,+ the parties hereto have d0ly entered and e:ec0ted this Agree1ent as of the day and year first above written and represent and warrant that the party e:ec0ting this Agree1ent on their behalf is d0ly a0thori9ed.

%E-E"(PE&

CUS!(.E&

A0thori9ed Signat0re

A0thori9ed Signat0re

Print $a1e and !itle

Print $a1e and !itle

E0(IBIT 1A2 SC(EDULE O) CONSULTING SERVICES

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

E0(IBIT 1B2 COMPENSATION TO BE PAID TO CONSULTANTS

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