THIS AGREEMENT is made and entered into between DIZZYTREE INC. ("DIZZYTREE INC.") and the SUBSCRIBER ("SUBSCRIBER") with respect to the service known as Zavanda.com ("Zavanda.com") which is owned by DIZZYTREE INC. and which is a computer on-line service in which SUBSCRIBER shall have the right to operate its own system. Subject to the terms and conditions of this Agreement, DIZZYTREE INC. authorizes SUBSCRIBER to access and utilize Zavanda.com throughout the term of this Agreement.

1. Zavanda.com. Throughout the term of this Agreement, SUBSCRIBERS shall be permitted to provide password access to Zavanda.com to that account ("ACCOUNTS") for which Subscriber has paid the required fee in order for ACCOUNTS to perform such activities as creating unlimited ACCOUNT support tickets, user account agents and managing ACCOUNT help desk support options and such other lawful purposes as Zavanda.com permits. DIZZYTREE INC. may, without advance notice or liability, add, discontinue, or revise any aspect of Zavanda.com, including, without limitation, such aspects as scope of service, availability of service, time of service availability, or the hardware and/or software required for SUBSCRIBER to access and use Zavanda.com, subject to the terms and conditions of this Agreement.

2. SUBSCRIBER Equipment and Remote Connect Charges. SUBSCRIBER shall be responsible for obtaining and maintaining, at its own expense, all computer hardware, software, communication equipment, internet access accounts and access lines necessary to access and utilize Zavanda.com.

3. User Passwords and Use Thereof. All ACCOUNTS will be responsible for maintaining the confidentiality of their passwords and SUBSCRIBER will be responsible for all activities and charges resulting from the use of their edition of Zavanda.com, including unauthorized use.

4. Conduct of SUBSCRIBER. SUBSCRIBER agrees that all ACCOUNTS authorized by SUBSCRIBER to access Zavanda.com shall use Zavanda.com only for lawful purposes. SUBSCRIBER and its ACCOUNTS will not post or transmit on or through Zavanda.com any libelous, obscene, or otherwise unlawful information of any kind, and they will not engage in any conduct involving Zavanda.com that would constitute a criminal offense or give rise to civil liability under any local, provincial, state, federal or other law or regulation and SUBSCRIBER and its ACCOUNTS will not upload, post, reproduce or distribute to or through Zavanda.com any material protected by copyright, privacy or other proprietary right without first obtaining the written permission of the owner thereof. Any complaint with regard to "SPAM" may result in the immediate termination of Subscribers access to Zavanda.com. SUBSCRIBER acknowledges that Zavanda.com, Zavanda.com software and software accessible through Zavanda.com contain copyrighted and other proprietary and confidential information and material, and SUBSCRIBER and its ACCOUNTS will respect all such proprietary rights and take such precautions as may be reasonably necessary to protect private, confidential and other proprietary information and material from unauthorized use or disclosure.

5. Accuracy and Validity of Information and Opinions. DIZZYTREE INC. will make a reasonable effort to ensure that information it contributes to Zavanda.com is timely and accurate. However, DIZZYTREE INC. does not endorse or warrant and assumes no responsibility whatsoever for the timeliness, accuracy, reliability, completeness or usefulness of any statement, opinion, advice, service or other information contributed to Zavanda.com.

6. Monitoring of Zavanda.com. DIZZYTREE INC. may, in its discretion, monitor Zavanda.com and SUBSCRIBERS and ACCOUNT'S use thereof to determine and ensure compliance with this Agreement and to protect itself and other SUBSCRIBERS of Zavanda.com from fraudulent, unlawful, dangerous or abusive use of Zavanda.com. DIZZYTREE INC. may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to protect the rights of DIZZYTREE INC., for mechanical or service quality control as permitted by law, or to comply with any law, regulation, or governmental request. DIZZYTREE INC. may also, in its discretion, review, edit, refuse to post or remove any material or information submitted or transmitted to Zavanda.com. DIZZYTREE INC. will not, however, intentionally intercept or disclose any private e-mail message unless required or permitted by law to do so, and DIZZYTREE INC. shall be under no obligation to monitor, review, screen, edit or otherwise control any information or material contributed to Zavanda.com.

7. Zavanda.com Licenses. DIZZYTREE INC. hereby grants to SUBSCRIBER a non-exclusive, non-transferable license to use Zavanda.com and to have its ACCOUNTS use Zavanda.com in accordance with the terms and conditions of this Agreement. SUBSCRIBER agrees to respect the copyright and other proprietary rights of third party licensors of Zavanda.com and to abide by the terms of license agreements applicable thereto and to ensure that its ACCOUNTS also abide by the terms of license agreements applicable thereto.

7.1 Throughout the term of this Agreement, SUBSCRIBER and its ACCOUNTS may use Zavanda.com solely for the purpose for which it is intended and SUBSCRIBER may use Zavanda.com for the number of ACCOUNTS for which SUBSCRIBER has paid the applicable fee to DIZZYTREE INC.

7.2 DIZZYTREE INC. is the copyright owner of Zavanda.com. The technical procedures, processes, methods of operation, and concepts which are embodied within Zavanda.com are trade secret information of DIZZYTREE INC. and/or its licensor(s). This license is not a sale of a copy of Zavanda.com and does not render SUBSCRIBER or its ACCOUNTS the owner of a copy of Zavanda.com. Ownership of Zavanda.com and all components and copies thereof shall at all times remain with DIZZYTREE INC. and its licensor(s), regardless of who may be deemed the owner of the tangible media in or on which Zavanda.com may be copied, encoded or otherwise fixed. However all data and files submitted by SUBSCRIBER and its ACCOUNTS to Zavanda.com shall at all times be the property of SUBSCRIBER.

7.3 SUBSCRIBER and its ACCOUNTS may not make any copies of Zavanda.com. SUBSCRIBER will make all reasonable efforts to disolve any unauthorized copying of Zavanda.com or disclosure or use of DIZZYTREE INC.'s or any third party licensor's trade secret information, and SUBSCRIBER will advise its ACCOUNTS who are permitted access to Zavanda.com of he restrictions upon duplication, reverse engineering, disclosure and use contained in this Agreement. SUBSCRIBER will be liable for any unauthorized copying, reverse engineering, disclosure and/or use by its ACCOUNTS, employees or agents.

7.4 SUBSCRIBER will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of Zavanda.com or any copy thereof or any of SUBSCRIBER'S rights under this Agreement without the prior written consent of DIZZYTREE INC.

7.5 Subject to the limitations of paragraph 11, DIZZYTREE INC. will indemnify SUBSCRIBER and hold SUBSCRIBER harmless against costs, expenses and liabilities upon any claim by any third party that Zavanda.com infringes or violates any copyright, trademark or trade secret rights of such third party, provided that: a) SUBSCRIBER notifies DIZZYTREE INC. within seven (7) days in writing of any notice of any such claim; b) SUBSCRIBER cooperates with DIZZYTREE INC. in all reasonable respects in connection with the investigation and defense of any such claim; c) DIZZYTREE INC. shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise; and d) should Zavanda.com become, or in DIZZYTREE INC.'s opinion be likely to become, the subject of a claim of copyright, patent or trademark infringement or trade secret misappropriation, SUBSCRIBER will permit DIZZYTREE INC., at DIZZYTREE INC.'s option and expense, either to: i) procure for SUBSCRIBER the right to continue using Zavanda.com, ii) replace or modify the same so that it becomes non-infringing; or iii) terminate this license insofar as the use of Zavanda.com is concerned, and refund to SUBSCRIBER the proportionate amount of prepayment fee paid to DIZZYTREE INC. for the period for which such payment has not been earned. Notwithstanding anything herein to the contrary, however, DIZZYTREE INC. shall have no obligation or liability to SUBSCRIBER under any provision of this paragraph if any copyright, patent or trademark infringement or trade secret misappropriation claim is based upon the use of Zavanda.com in a manner other than that for which it was furnished by DIZZYTREE INC. or upon any modification by or for SUBSCIBER, in such a way as to cause it to become infringing.

7.6 If Zavanda.com does not conform to and perform substantially in accordance with DIZZYTREE INC.'s specifications, DIZZYTREE INC. will endeavor to correct any failure of Zavanda.com to so conform or perform; provided that: a) SUBSCRIBER gives DIZZYTREE INC. written notice of any such claimed failure to so conform or perform within said fifteen (15) day period of the effective date; and b) such failure to so conform or perform is not, in DIZZYTREE INC.'s reasonable opinion, a result of any modification of or damage to Zavanda.com or its operating environment or of SUBSCRIBER and its USER'S failure to operate Zavanda.com in the proper hardware and software environment. SUBSCRIBER'S sole and exclusive remedy for breach of the foregoing warranty shall be that: a) DIZZYTREE INC. will endeavor to correct within a reasonable time any reported failure of Zavanda.com to substantially conform to or perform substantially in accordance with DIZZYTREE INC.'s specifications; or b) in the ACCOUNT that DIZZYTREE INC. shall fail or be unable for any reason to correct any failure of Zavanda.com to substantially conform to or perform substantially in accordance with DIZZYTREE INC.'s specifications, SUBSCRIBER may terminate this license and cease using Zavanda.com, and DIZZYTREE INC. will refund to User the full amount of any license fee paid to DIZZYTREE INC. from the date any error is reported.

8. On-line Software Updates. DIZZYTREE INC. may, when feasible, remotely update any version of Zavanda.com, either with or without notice to SUBSCRIBERS or its ACCOUNTS. Such updates may occur automatically or may occur pursuant to prompts which appear on SUBSCRIBERS or its ACCOUNTS terminal screen during use of Zavanda.com. Any updated version of Zavanda.com furnished to SUBSCRIBER by DIZZYTREE INC. will be subject to all of the same terms and conditions of this license or other license agreement applicable to the version being replaced. Zavanda.com may send email communications and intersystem messages to SUBSCRIBERS explaining new features of the Zavanda.com software and other news concerning DIZZYTREE INC.

9. Zavanda.com Help Desk. Throughout the term of this Agreement, DIZZYTREE INC. will maintain e-mail support help desk to assist paying SUBSCRIBERS in their use of Zavanda.com as posted on www.Zavanda.com.

10. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED ABOVE, Zavanda.com, AND INFORMATION AVAILABLE THROUGH Zavanda.com ARE FURNISHED BY DIZZYTREE INC. AND ACCEPTED BY USER "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. DIZZYTREE INC. DOES NOT WARRANT THAT Zavanda.com, OR INFORMATION OBTAINED THROUGH Zavanda.com WILL MEET SUBSCRIBER'S REQUIREMENTS, THAT THE OPERATION OF Zavanda.com OR Dizzytree.com WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL FAILURES OF THE Zavanda.com TO SUBSTANTIALLY CONFORM TO OR PERFORM SUBSTANTIALLY IN ACCORDANCE WITH DIZZYTREE INC.'S SPECIFICATIONS WILL BE CORRECTED. EXCEPT AS EXPRESSLY PROVIDED ABOVE AND IN SUCH WARRANTIES, IF ANY, AS MAY BE PROVIDED BY THIRD PARTY VENDORS OF EQUIPMENT OR SOFTWARE UTILIZED IN CONNECTION WITH Zavanda.com, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF Zavanda.com, AND INFORMATION OBTAINED THROUGH Zavanda.com IS WITH SUBSCRIBER.

11. LIMITATION OF DIZZYTREE INC. LIABILITY. IN NO ACCOUNT WILL DIZZYTREE INC. BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY DIZZYTREE INC. UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF DIZZYTREE INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE AGGREGATE LIABILITY OF DIZZYTREE INC. UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY DIZZYTREE INC. UNDER THIS AGREEMENT WILL IN ANY ACCOUNT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID TO DIZZYTREE INC. BY SUBSCRIBER UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL OPERATE TO RELIEVE DIZZYTREE INC. FROM LIABILITY FOR ITS OWN WILLFUL OR WANTON RECKLESSNESS OR INTENTIONAL TORTS.

12. Throughout the Term of this agreement and for a period of one and one half years from the date of its termination, SUBSCRIBER, or any of its ACCOUNTS, shall not develop a service or software that competes with, or is similar to, Zavanda.com without the express written approval of DIZZYTREE INC. directors.

13. Term and Termination. This Agreement shall be effective immediately and shall continue in effect on a month-to-month basis until terminated as provided herein. Either party may, at its election and in its sole discretion, terminate this Agreement as of the end of any calendar month by written notice to the other party at least thirty (30) days prior to the effective date of termination. SUBSCRIBER may, at its option, terminate this Agreement effective immediately by written notice to DIZZYTREE INC. within thirty (30) days following the date on which access to Zavanda.com first becomes available to SUBSCRIBER. DIZZYTREE INC. may, at any time, terminate this Agreement and/or terminate SUBSCRIBER'S access to any or all of Zavanda.com without advance notice if SUBSCRIBER or anyone of its authorized ACCOUNTS commit any violation of paragraphs 4 or 7 above. Upon termination of this Agreement, SUBSCRIBER will immediately cease and desist from using Zavanda.com.

14. Zavanda.com Access and Service Fees. SUBSCRIBER will pay to DIZZYTREE INC. implementation charges as posted on www.zavanda.com or as agreed to from time to time. Throughout the term of this Agreement, SUBSCRIBER will pay DIZZYTREE INC. a set fee determined in accordance with fee schedules established by DIZZYTREE INC. for Zavanda.com from time to time as posted at www.Zavanda.com. SUBSCRIBER's credit card will be charged each time SUBSCRIBER wishes to create a paid-registration ACCOUNT to be paid under this Agreement. PLEASE NOTE credit card statements will indicate that charges are paid to DIZZYTREE INC.

15. Change in Pay-As-You-Go Fees. DIZZYTREE INC. may change the amount of pay-as-you-go basic service and other fees to be paid by SUBSCRIBER by giving at least thirty (30) days prior written notice thereof to paying SUBSCRIBER.

16. Financial Information. All financial information submitted via Zavanda.com by SUBSCRIBER shall at no time be the responsibility of DIZZYTREE INC. in any fashion whatsoever and may be shared with such financial institution as may be required.

17. Credit Card Information. DIZZYTREE does not store the credit card information of SUBSCRIBER. All Credit Card Information is stored on PaypalTM Servers. DIZZYTREE is not responsible for the security of any credit data and SUBSCRIBERS indemnify and save harmless DIZZYTREE from any claim or demand resulting from the theft or loss of any credit card information. Credit card data is provided by the SUBSCRIBERS and their ACCOUNTS of DIZZYTREE who are responsible for its protection.

18. Manner of Giving Notice. Any notice required or permitted under this Agreement may be by e-mail properly addressed to the intended recipient. Notice under paragraph 14 may also be given by posting bulletins on www.Zavanda.com.

19. Non-Waiver. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

20. Severability and Choice of Law. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement, and all other provisions shall remain in full force and effect. This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws applicable in the Province of Ontario, Canada, and the parties hereto irrevocable submit to the exclusive jurisdiction of the courts of the Province of Ontario.

21. Assignment and Binding Effect. DIZZYTREE INC. may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity. SUBSCRIBER may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of DIZZYTREE INC.. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22. Entire Agreement. This Agreement sets forth the entire agreement and understanding between DIZZYTREE INC. and SUBSCRIBER regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by the party against whom the same is sought to be enforced.