Associate Agreement

Thank you for your interest in 1Point Commerce.

This agreement starts the day you apply for your Associate membership.

BETWEEN:

1POINT COMMERCE LLC, a Delaware company having its registered office at 16192 Coastal Highway, Lewis, Delaware 19958, USA.

("1Point")

AND

(the "Associate")

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 Associate 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. Associate Membership

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

2. Term

The initial duration of the "Associate Membership" shall be for one year.

"Associate Membership Fees APPLY ONLY to Financial Institutions (Banks). All Other Associates Join for Free"

Upon execution of this agreement by a financial institution, the financial institution shall pay to 1Point Commerce Association Fees (which do not include taxes) according to the following:

Instalment

Amount

All Services Except Financials  FREE

Financial Institutions Annually

$1495 USD

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

3. Obligations of 1Point

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

4. Obligations of Associates:

The Associate shall:

4.1 Financial Institutions to pay all dues owing to 1Point pursuant to this agreement or otherwise.

4.2 abide by the letter and the spirit of the "Code of Ethics" of 1Point as may be amended from time to time.

4.3 post only accurate true and complete information on the Network and update such information as is necessary for connection with the same from time to time.

4.4 complete the Associate Membership Application Form in a true, complete and accurate manner.

4.5 provide 1Point members with good service at a good price.

4.6 promote the 1Point operation to the companies they have dealings with, and

4.7 be able to communicate in English.

5. Indemnity

5.1 The Associate, and every director, officer, shareholder and employee of the Associate 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, officers, shareholders and affiliates resulting out of or in any way in connection with any breach of the Associate‘s obligations hereunder. The indemnity provided by this section 5 shall survive expiration or termination of this agreement.

5.2 The Associate 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

5.3 The Associate 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.

6. Termination

1Point may terminate this agreement immediately without notice. The Associate 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 Associate. In the event of a breach by the Associate, 1Point may, without notice, immediately terminate this agreement.

7. Ownership of Intellectual Property

The Associate 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 Associate any interest therein except for the right to make use of the Network on the terms and conditions set out in this agreement.

8. Miscellaneous

8.1 This agreement shall be construed in accordance with the laws of the State of Delaware, USA. 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 State of Delaware International Commercial Arbitration Centre.

8.2 Any notice shall be sufficiently given if delivered to the address of the parties first above written.

8.3 Time is of the essence of this agreement.

8.4 This agreement may not be assigned in whole or in part by the Associate. For the purposes of this subsection, a change of control of the Associate 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 LLC.

I Agree