ADVERTISING TERMS AND CONDITIONS

The Advertising Terms and Conditions (hereinafter "ATC") is an agreement between the Advertiser and RB Associates Ltd. (hereinafter "RBA") for on-line publishing of Sponsorships and Advertisements (hereinafter "Ads")

No conditions other than those set forth in the rate card shall be binding upon RBA unless specifically agreed to in writing by RBA. RBA will not be bound by conditions printed or appearing on any order blank, insertion order, contract, copy instruction or any other document, or expressed orally which conflict with the provisions of said rate card.

The rate card and the level of advertising ordered constitutes the entire agreement between the parties and supersedes any previous order or written agreements on the subject hereof.

RBA reserves the right to change at any time, with notice to the Advertiser, any rates, terms and/or conditions of this ratecard.

APPROVAL

Contents of all Ads are subject to RBA's approval. RBA reserves the right at any time in its sole discretion, to reject or cancel any advertisement, artwork, insertion order, space reservation, position commitment, and to cease further publication of any Ads and shall not be liable in any way thereof, providing that any charges received by RBA for Ads that are not published shall be refunded.

FILE TESTING AND APPROVAL

Internet Ads submitted by the advertiser will be tested by RBA before posting to the Web site. Ads must meet all file and ad format specifications. Ads that do not meet these requirements will not be accepted. Ads must be submitted with sufficient time allowed for testing and approval prior to the campaign start date.

CANCELLATIONS AND CHANGES

Cancellations or changes in insertion orders by the advertiser must be made in writing to RBA. Any campaign may be cancelled without penalty, if RBA is given notice at least ten business days prior to the scheduled start date of the campaign. Campaigns cancelled less than ten business days before the scheduled start date are subject to a 15% cancellation fee, based on the net billable amount of the cancelled order. After a campaign has started, cancellation or change notices must be provided to RBA at least ten business days prior to the effective date of cancellation or change. Advertisers will be re-billed for all impressions delivered through effective end date; if appropriate, short rates will apply.

POSTPONEMENT POLICY

In cases where ad material has not arrived by the fifth working day after the agreed upon scheduled campaign start date, RBA's postponement policy will go into effect. RBA will reduce the number of total impressions for every day the campaign is late, based on even distribution, and the advertiser will be invoiced at the original contracted dollar amount.

INDEMNITY

On-line advertisements are accepted upon the representation that the Advertiser and its agent(s) have the right to publish and display the Ad and its contents. In consideration of such online publication and display, the advertiser and any of its agents agree to indemnify and hold RBA harmless against any and all expense or loss by reason of any and all claims, demands, suits, actions, proceedings, recoveries, or expenses of any nature whatsoever, including reasonable fees of councel selected by RBA arising directly or indirectly out of the online publication and display of the Ads (including, but not limited to, claims of infringement of copyright, or trademark or claims of libel or invasion of privacy) or based upon or arising out of any matter or thing contained in any Ads.

RBA is not liable for delays in delivery and/or non-delivery in the event of an Act-of-God, actions of any government or quasi-governmental entity, fire, flood, insurrection, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slow-down or any condition beyond the control of RBA affecting production or delivery in any manner.

RBA shall not be liable for any and all costs or damages if for any reason it fails to electronically publish and display an Advertisement. In no event shall RBA be liable for any and all damages, consequential or otherwise, in excess of the amount paid for the advertisement, as a result of any mistake in the advertisement, omission from or error in any index or for any other reason.

RBA shall have the right to hold advertiser and/or its agents jointly and severally liable for such monies as are due and payable to RBA for advertising which the advertiser or its agent ordered and which advertising was published and displayed.

PAYMENT POLICY

RBA invoices on a monthly basis. All prices quotations and invoices are in Canadian funds; invoice balances due net 30 days from date of invoice.