BEXX Service Agreement
Terms and Conditions

Standard Agreement as of May 9, 2001

1. Definitions

(a) Agreement: this agreement and all schedules attached to this Agreement as the parties may amend from time to time.

(b) BEXX / we / our: BEXX Systems Inc. and all other business groups and affiliates.

(c) Client / you: an individual, business or other entity.

(d) Commencement Date: means date entered on the reverse of this Service Order Form.

(e) Order: your request for Services and Products.

(f) Product: an individual hardware, software, or network component; a service part.

(g) Schedules: additional attachments to this Agreement, including Orders.

(h) Services: services including, but not limited to, the following:

(i) System Administration Services for workstations, servers, and networks, including installing, upgrading, and configuring Systems and training staff, and identifying and swapping out defective hardware components;

(ii) System Troubleshooting Services for workstations, servers, and networks, including software/hardware problem diagnosis, identifying and swapping out defective hardware and network components; identifying and correcting defects of software; reinstalling and/or updating software; recovery and re-installation of Client files;

(iii) Repair of Hardware and Network Products;

(iv) System and Application Development Services, including hardware and software customization, programming and the development and implementation of new Products.

(i) System: refers to a group of Products working together.

(j) Term: described in Section: Engagement, Term and Termination.

2. BEXX represents and warrants to you that BEXX:

(a) is qualified and competent to provide the Services and Products as ordered;

(b) will perform all Services to the standard of care, skill, and diligence of an experienced professional person, and in a competent, workmanlike and efficient manner;

(c) warrantees Services for 30 days from date of service; Products may or may not be warranteed by the Manufacturer. See Manufacturer's Warranty for details.

(d) for repair Services: BEXX follows the Product Warranty Service policies and procedures when the Product is under Warranty and BEXX is authorized to provide Warranty Service; otherwise BEXX shall either repair or replace, in its sole discretion and option, any component that proves to be defective and restore the Product to proper operating order. BEXX may replace the defective component in whole or in part with comparable component and may use remanufactured and/or refurbished parts in performing its obligations hereunder. BEXX shall have no obligation to return replaced parts to you.

(e) shall have the direction and control of the resources and the manner, methods, techniques and procedures used to perform the Services. BEXX may employ or subcontract such assistants as BEXX deems necessary to perform the services required of BEXX by this Agreement. You may not control, direct, or supervise BEXX's assistants or employees in the performance of those services;

(f) has full power and authority to enter this Agreement;

(g) can fulfil the obligations imposed by this Agreement, and has not entered, and will not enter for the term of this Agreement, into any agreements or arrangements which impede BEXX's ability to fulfil all or any of the obligations imposed by this Agreement;

3. Insurance

BEXX shall obtain and maintain during the term of this Agreement insurance including workers' compensation, motor vehicle, and comprehensive general liability.

4. Engagement, Term and Termination

(a) Term. BEXX will provide the Services to you from the Commencement Date until terminated pursuant to this Agreement (the "Term").

(b) Engagement. You hereby engage BEXX to provide the Services on an as-needed basis during the term of this Agreement. It is acknowledged and agreed that:

(i) BEXX shall use all reasonable efforts to provide the Services during the Term;

(ii) BEXX shall register with the appropriate government agencies for the purposes or remitting any and all taxes or other remittances which may be levied against BEXX;

(iii) You shall provide to BEXX reasonable advance notice of your requirements from time to time.

(c) Relationship of Parties. The relationship between you and BEXX is that of independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. BEXX shall not purport to enter into any contract or subcontract on behalf of you or otherwise purport to act on your behalf unless requested by you.

(d) Termination. You or BEXX may terminate this Agreement at any time by notification according to Section: Notice. BEXX shall deliver a final accounting, reflecting the balance of expenses incurred on your behalf as of the date of termination. BEXX shall be entitled to receive as full and final compensation in discharge of your obligations to BEXX under this Agreement all sums due and payable to the date of termination.

5. Client Responsibilities

(a) You warrant that you have legal rights of ownership for, or license to use, all Products for which you order Services.

(b) You shall backup all programs, data, and storage media, prior to providing access to such for Order fulfilment. BEXX shall not be responsible for those items that you fail to backup.

(c) You shall remove accessories, attachments and modifications including all programs, data, and storage media, prior to hardware services. BEXX shall not be responsible for those items that you fail to remove.

(d) You agree to provide access to the following, as required for Order fulfilment:

(i) hardware, software, media, network connection, documentation and other required materials;

(ii) copies of all current warranties, hardware and software registration numbers, and vendor service agreements;

(iii) access to the system at times mutually agreeable to you and BEXX;

(iv) remote monitoring of the system by BEXX.

6. Compensation

(a) You agree to pay BEXX for Products purchased, Services rendered, and the additional Products (such as service parts or software upgrades) required to perform the Services rendered.

(b) It is acknowledged and agreed that the BEXX shall separately itemize all applicable taxes, and shall be responsible for remitting such taxes to the appropriate government agency or agencies.

(c) You agree to pay BEXX immediately on completion of each Order with payment in full made by cash, certified cheque, VISA or money order, unless there exists a previous payment or credit arrangement with BEXX. In cases where the final payment amount is unknown at time of completion, a partial payment may be accepted at BEXX's discretion, with the remainder due on invoice.

7. Limitation of Liability

(a) BEXX will not be liable to you or to anyone who may claim any right due to a relationship with you for any acts or omissions in the performance of Services or the provision of Products under this Agreement or on the part of employees or agents of BEXX unless such acts or omissions are due to wilful misconduct.

(b) There are no other warranties or representations save as set out in this Agreement. The warranties provided herein are in lieu of all other warranties, express or implied, by operation of law or otherwise. BEXX expressly disclaims any warranty or condition of merchantable quality or fitness for a particular purpose.

(c) BEXX shall not be liable for special, incidental, indirect or consequential damages arising from the use, performance or furnishing of any Product or Service hereunder.

(d) BEXX shall not be liable for any loss of use, profit or revenue including profits, downtime, goodwill, damage to or replacement of equipment and property and any cost of recovering reprogramming or reproducing any program or data stored in or used with Products or Services.

(e) BEXX's liability hereunder to you from any cause whatsoever and regardless of the form of action shall be limited to the cost required to repair or replace the defective portion of the Product or Service with comparable Product or Service, or, in the case of defective computer files, the cost required to restore such files from your own backups of programs, data, and storage media.

8. Indemnification

You shall indemnify and save harmless BEXX and its directors, officers, employees and their successors, assignees, heirs or legal personal representatives, as applicable (the "Indemnitees") from and against any suit, claim, action, cause of action, debt, liability, or damages suffered or incurred by the Indemnitees or any of them in respect of any action or inaction on the part of BEXX in performing the Services hereunder or which arise from a breach of this Agreement by you, unless BEXX is judged by a court of competent jurisdiction to be guilty of willful misconduct.

9. Notice

Any notice provided or permitted hereunder shall be in writing and given by personal delivery, mail, or electronic communication and, if intended to be given to you, addressed to you at the address set forth on this Agreement or on the Order and, if intended to be given to BEXX, addressed to BEXX at 11 Celtic Road NW, Calgary, AB T2K 1S6, Attention: BEXX Service Manager.

10. General

(a) This Agreement, together with the Schedules expresses the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, understanding and discussions between the parties. No amendment or waiver of any provision of this Agreement will be binding on either party unless consented to in writing by that party.

(b) The terms and conditions of this Agreement shall govern notwithstanding the submission of a Client purchase order containing alternate terms and conditions.

(c) You shall not assign or otherwise transfer the rights or obligations hereunder without the prior written consent of BEXX. BEXX may sub-contract performance of its obligations hereunder to third parties but shall not be relieved of its responsibilities thereby.

(d) Neither party shall be in default for any delay or failure to perform its obligations under this Agreement resulting from acts of God, the elements, strikes, shortages of parts, labour or transportation or any other causes beyond the reasonable control of such party.

(e) No waiver by a party to this Agreement of any breach by the other party of any of its covenants, obligations or agreements under this Agreement shall be a waiver of any subsequent breach of any other covenant, obligation or agreement, nor shall any forbearance to seek a remedy for any breach be a waiver of any rights and remedies with respect to such or any subsequent breach.

(f) This Agreement shall be governed by and construed in accordance with the laws in force from time to time in the Province of Alberta.

You acknowledge that you have read and understand this Agreement and agree to be bound by its terms. You represent and warrant that you have full power and authority to execute and deliver this Agreement and to perform the obligations thereunder.

IN WITNESS WHEREOF, SIGNED by the Client,

(per) Signature__________________________________

(per) Name______________________________________ Date ________________________

Company Name _________________________________

Address________________________________________

Address________________________________________

Phone/Fax______________________________________