Thank you for your interest in 1Point Commerce.

This agreement starts the day you apply for your membership.

Membership Fees DO NOT apply to the free membership offer.

BETWEEN:

1POINT COMMERCE LTD., a British Columbia company having its registered and records office at 3100 - 650 West Georgia Street, Vancouver, BC, V6B 4P7, CANADA

("1Point")

AND

(the "Member")

WHEREAS:

A.   1Point has created a global Internet based commerce network (the "Network") designed to facilitate and enhance international trade and commerce; and

B.   The Member desires to have access to the Network.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, for good and valuable consideration (the receipt and sufficiency of which is acknowledged), the parties hereby covenant, agree, represent and warrant as follows:

1.   Membership

Subject to the terms and conditions of this agreement, the Member hereby applies for and 1Point hereby grants to the Member, membership in the Network (the "Membership").

2.   Term

The initial duration of the Membership shall be the duration chosen by the Member in the Application Form.

3.   Membership Dues (membership fees do NOT apply to the free membership offer):

Upon execution of this agreement by the Member, the Member shall pay to 1Point Membership fees (which do not include taxes) on the following basis:

Instalment	Amount
Monthly	$--.-- (USD) - NOT offered.
Quarterly	$--.-- (USD) - NOT offered.
Annually	$495.00 (USD)

1Point reserves the right to, without notice, change, increase, or decrease Membership dues.

4.   Obligations of 1Point

1Point shall endeavour to maintain and expand the Network so as to maximize the benefit to Members.

5.   Obligations of Member

The Member shall:
5.1  pay in the manner required all Membership dues owing to 1Point pursuant to this agreement or otherwise;
5.2  abide by the letter and the spirit of the "Code of Ethics" of 1Point as may be amended from time to time;
5.3  post only accurate true and complete information on the Network and up-date such information as is necessary in connection with the same from time to time; and
5.4  complete the Membership Application Form in a true, complete and accurate manner;

6.   Indemnity

6.1   The Member, and every director, officer, shareholder and employee of the Member shall indemnify and save harmless 1Point and all of 1Point's directors, officers, shareholders and affiliates, from any and all losses, damages and costs incurred by 1Point, its directors, offices, shareholders and affiliates resulting out of or in any way in connection with any breach of the Member's obligations hereunder. The indemnity provided by this section 6 shall survive expiration or termination of this agreement.

6.2   The Member agrees that 1Point shall not be liable for any direct, or indirect damages, resulting from the use or the inability to use the Network or for cost of procurement of substitute goods and services or resulting from any goods or services purchased or obtained or transactions entered into through or from the Network or resulting from unauthorized access to the Network, including but not limited to, damages for loss of profits, or other intangible, even if 1Point has been advised of the possibility of such damages; and

6.3   The Member further agrees that 1Point shall not be liable for any damages arising from interruption or suspension of service, including but not limited to direct, indirect, incidental, special consequential or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent, inadvertent or intentional.

7.   Termination

1Point may terminate this agreement immediately without notice. The Member may terminate this agreement upon 30 day's written notice to 1Point. In the event of such termination, no fees paid to date will be refunded by 1Point to the Member. In the event of breach by the Member, 1Point may, without notice, immediately terminate this agreement.

8.   Ownership of Intellectual Property

The Member acknowledges that the Network, and all trademarks in connection therewith, uses, applications and intellectual property, books, manuals, documents and all other tangible or intellectual property in connection therewith is solely owned by or on behalf of 1Point and nothing in this agreement shall in any way give or be deemed to give to the Member any interest therein except for the right to make use of the Network on the terms and conditions set out in this agreement.

9.   Miscellaneous

9.1  This agreement shall be construed in accordance with the laws of the Province of British Columbia. The parties agree that all disputes arising out of or in connection with this agreement, or in respect of any defined legal relationship associated therewith derived therefrom, shall be referred to and resolved by arbitration of the rules of the British Columbia International Commercial Arbitration Centre.
9.2  Any notice shall be sufficiently given if delivered by the address of the parties first above written.
9.3  Time is of the essence of this agreement.
9.4  This agreement may not be assigned in whole or in part by the Member. For the purposes of this subsection, a change of control of the Member shall be deemed to be an assignment.

IN WITNESS WHEREOF the parties hereto have duly and properly executed this agreement as of the date first above written.

1POINT COMMERCE LTD.