GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") is dated this _______ day of

________________, ________.

CLIENT

______________________

______________________________

(the "Client")

BACKGROUND

CONTRACTOR

______________________

______________________________

(the "Contractor")

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and

abilities to provide services to the Client.

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions

set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations

set forth in this Agreement, the receipt and sufficiency of which consideration is hereby

acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to

this Agreement) agree as follows:

ONTARIO CONSUMER PROTECTION ACT, 2002

1. Consumer rights as outlined in the Ontario Consumer Protection Act, 2002 can be found at the

end of this Agreement in Appendix A.

SERVICES PROVIDED

2. The Client hereby agrees to engage the Contractor to provide the Client with the following

services (the "Services"):

• to provide technology for in-store sales.

3. The Services will also include any other tasks which the Parties may agree on. The Contractor

hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

4. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain

in full force and effect indefinitely until terminated as provided in this Agreement.

Page 1 of 7

Service Agreement (General) Page 2 of 7

5. In the event that either Party wishes to terminate this Agreement, that Party will be required to

provide 60 days' written notice to the other Party.

6. In the event that either Party breaches a material provision under this Agreement, the non

defaulting Party may terminate this Agreement immediately and require the defaulting Party to

indemnify the non-defaulting Party against all reasonable damages.

7. This Agreement may be terminated at any time by mutual agreement of the Parties.

8. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon

the termination of this Agreement.

PERFORMANCE

9. The Parties agree to do everything necessary to ensure that the terms of this Agreement take

effect.

CURRENCY

10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this

Agreement are in CAD (Canadian Dollars).

COMPENSATION

11. The Contractor will charge the Client for the Services as follows (the "Compensation"):

• 3.29%+30 cent for each transaction.

12. Invoices submitted by the Contractor to the Client are due within one day of receipt.

REIMBURSEMENT OF EXPENSES

13. The Contractor will be reimbursed from time to time for reasonable and necessary expenses

incurred by the Contractor in connection with providing the Services.

14. All expenses must be pre-approved by theClient.

CONFIDENTIALITY

15. Confidential information (the "Confidential Information") refers to any data or information relating

to the business of the Client which would reasonably be considered to be proprietary to the Client

including, but not limited to, accounting records, business processes, and client records and that is

not generally known in the industry of the Client and where the release of that Confidential

Information could reasonably be expected to cause harm to the Client.

16. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose,

any Confidential Information which the Contractor has obtained, except as authorized by the

Service Agreement (General) Page 3 of 7

Client or as required by law. The obligations of confidentiality will apply during the Term and

will survive indefinitely upon termination of this Agreement.

17. All written and oral information and material disclosed or provided by the Client to the Contractor

under this Agreement is Confidential Information regardless of whether it was provided before or

after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

18. All intellectual property and related material (the "Intellectual Property") that is developed or

produced under this Agreement, will be the property of the Contractor. The Client is granted a

non-exclusive limited-use licence of this Intellectual Property.

19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property

remain exclusively with the Contractor.

RETURN OF PROPERTY

20. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any

property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR

21. In providing the Services under this Agreement it is expressly agreed that the Contractor is

acting as an independent contractor and not as an employee. The Contractor and the Client

acknowledge that this Agreement does not create a partnership or joint venture between them, and

is exclusively a contract for service.

RIGHT OF SUBSTITUTION

22. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's

absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of

the Contractor under this Agreement and the Client will not hire or engage any third parties to assist

with the provision of the Services.

23. In the event that the Contractor hires a sub-contractor:

• the Contractor will pay the sub-contractor for its services and the Compensation will remain

payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an

agent of the Contractor.

AUTONOMY

24. Except as otherwise provided in this Agreement, the Contractor will have full control over

working time, methods, and decision making in relation to provision of the Services in

Service Agreement (General) Page 4 of 7

accordance with the Agreement. The Contractor will work autonomously and not at the

direction of the Client. However, the Contractor will be responsive to the reasonable needs and

concerns of the Client.

EQUIPMENT

25. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s

own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any

other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

26. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free,

during and after the Term, to engage or contract with third parties for the provision of services similar

to the Services.

NOTICE

27. All notices, requests, demands or other communications required or permitted by the terms of

this Agreement will be given in writing and delivered to the Parties at the following addresses:

• _____________________

______________________________

• _____________________

______________________________

or to such other address as either Party may from time to time notify the other.

INDEMNIFICATION

28. Except to the extent paid in settlement from any applicable insurance policies, and to the extent

permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and

its respective directors, shareholders, affiliates, officers, agents, employees, and permitted

successors and assigns against any and all claims, losses, damages, liabilities, penalties,

punitive damages, expenses, reasonable legal fees and costs of any kind or amount

whatsoever, which result from or arise out of any act or omission of the indemnifying party, its

respective directors, shareholders, affiliates, officers, agents, employees, and permitted

successors and assigns that occurs in connection with this Agreement. This indemnification will

survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

29. Any amendment or modification of this Agreement or additional obligation assumed by either

Party in connection with this Agreement will only be binding if evidenced in writing signed by each

Party or an authorized representative of each Party.

Service Agreement (General) Page 5 of 7

TIME OF THE ESSENCE

30. Time is of the essence in this Agreement. No extension or variation of this Agreement will

operate as a waiver of this provision.

ASSIGNMENT

31. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its

obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

32. It is agreed that there is no representation, warranty, collateral agreement or condition affecting

this Agreement except as expressly provided in this Agreement.

ENUREMENT

33. This Agreement will enure to the benefit of and be binding on the Parties and their respective

heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

34. Headings are inserted for the convenience of the Parties only and are not to be considered

when interpreting this Agreement.

GENDER

35. Words in the singular mean and include the plural and vice versa. Words in the masculine mean

and include the feminine and vice versa.

GOVERNING LAW

36. This Agreement will be governed by and construed in accordance with the laws of the Province

of Ontario.

SEVERABILITY

37. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable

in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with

the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

38. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this

Agreement by the other Party will not be construed as a waiver of any subsequent breach of the

same or other provisions.

Service Agreement (General) Page 6 of 7

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on

this ________ day of ________________, ________.

__________________________

Per: (Seal)

Officer's Name: __________________________

__________________________

Per: (Seal)

Officer's Name: __________________________

Service Agreement (General) Page 7 of 7

Appendix A

Your Rights under the Ontario Consumer Protection Act, 2002

You may cancel this agreement at any time during the period that ends ten (10) days after the

day you receive a written copy of the agreement. You do not need to give the supplier a reason

for cancelling during this 10-day period.

If the supplier does not make delivery within 30 days after the delivery date specified in this

agreement or if the supplier does not begin performance of his, her or its obligations within 30

days after the commencement date specified in this agreement, you may cancel this agreement at

any time before delivery or commencement of performance. You lose the right to cancel if, after

the 30-day period has expired, you agree to accept delivery or authorize commencement of

performance.

If the delivery date or commencement date is not specified in this agreement and the supplier

does not deliver or commence performance within 30 days after the date this agreement is entered

into, you may cancel this agreement at any time before delivery or commencement of

performance. You

lose the right to cancel if, after the 30-day period has expired, you agree to accept delivery

or authorize commencement of performance.

In addition, there are other grounds that allow you to cancel this agreement. You may also have

other rights, duties and remedies at law. For more information, you may contact the Ministry of

Consumer and Business Services.

To cancel this agreement, you must give notice of cancellation to the supplier, at the address set

out in the agreement, by any means that allows you to prove the date on which you gave notice. If

no address is set out in the agreement, use any address of the supplier that is on record with the

Government of Ontario or the Government of Canada or is known by you.

If you cancel this agreement, the supplier has fifteen (15) days to refund any payment you have

made and return to you all goods delivered under a trade-in arrangement (or refund an amount

equal to the trade-in allowance).

However, if you cancel this agreement after having solicited the goods or services from the

supplier and having requested that delivery be made or performance be commenced within ten

(10) days after the date this agreement is entered into, the supplier is entitled to reasonable

compensation for the goods and services that you received before the earlier of the 11th day after

the date this agreement was entered into and the date on which you gave notice of cancellation to

the supplier, except goods that can be repossessed by or returned to the supplier.