LEGAL AGREEMENT

AGREEMENT BETWEEN
THE FINE FOOD NETWORK INC. ( FFN)
AND THE MEMBER
ACCESS AND USE & TERMS AND CONDITIONS

1.     ACCEPTANCE OF AGREEMENT AND PURPOSE OF THE MEMBER

1.     FFN undertakes to supply the Member with a B2B e-commerce platform designed to optimize commercial trade between producers and purchasers of specialty  food.

2.     Through its platform, FFN offers the following services: i) FFN publishes the Members' information on the site; ii) FFN provides access to a catalogue of products and services offered by the Members; iii) FFN allows the exchange of information on-line;

3.     This Agreement establishes the terms and conditions for the use of the Site by the Member (hereinafter referred to as the "Agreement"). Before being able to use the Site, the Member is given the opportunity to accept the terms and conditions of the Agreement and its membership's fee (hereinafter referred to as the "Membership's fee"). Joining the Site, the Member is deemed to have accepted them and has a legal obligation to comply with it. Membership's fee for the entire period of its validity will remain the same.

4.     FFN may, upon thirty days prior notice, change the terms and conditions of the Agreement concerning the security standards, the conditions of use, the protection of the confidentiality of Members' information and the Membership's fee, subject to paragraph 1.3 hereof, or in the event that any change is required by law.

2.     CONDITIONS OF MEMBERSHIP

1.     FFN's Site and Services are accessible to organizations, corporations and other business entities operating in the fine food industry and employees who have been designated in the membership form (hereinafter referred to as the "Administrators").

2.     Each Member must complete the membership form and pay the registration fees proportionally to the number of months remaining to run before the following March 31 (however, if the Member registers between December 1 and March 1 of a given year, the membership shall then terminate on March 31 of the following year), ii) pay the renewal fees, where applicable, and iii) undertake to comply with the terms and conditions of this Agreement and the Membership's fee.

3.     Administrators shall be deemed to act at all times in the name and on behalf of the Member. Each Administrator shall have his own user name, identification number and password.

3.     FFN RESPONSABILITIES

1.     In addition to the Services offered pursuant to paragraph 1.1 hereof, FFN undertakes to ensure the proper operation of the Site in order to provide access at all times to the Members and Administrators, and in order to maintain and update its technical and functional infrastructure. In addition, FFN undertakes to operate and manage the Site in a manner which ensures the security of the Site and of the Members' confidential information by adopting recognized security measures in the industry, such as, without limitation, imposing measures for authentication, passwords, data encryption and the installation of a firewall (which shall be regularly upgraded and managed in a manner which ensures that a follow-up is conducted regularly of log-ins, log-outs and attempts to log-in).

2.     FFN has established control mechanisms and emergency plans so as to ensure that the use of the Site is not interrupted for more than 24 hours. If such an event occurs, alternative modes of communication shall be put in place for the benefit of the Members.

4.     LIABILITY LIMITATION

1.     The role of FFN is limited to assisting Members in conducting various commercial transactions between them. FFN is not a party to transactions between Members. Consequently, FFN makes no representation or warranty regarding the following: i) prices, terms of contracts, or the quality, security, conformity or legality of products offered for sale; ii) the capacity of Members to sell or purchase products; iii) the conclusion and execution of sales; iv) the payment or compiling of offers made and bids placed on the Site; v) the quality control, compatibility, security or legality of products offered on the Site, or the control of the truthfulness or accuracy of information displayed on the Site.

2.     The Member hereby releases FFN and agrees to hold it harmless against all claims, demands and damages of any kind or nature arising from paragraph 4.1 hereof. The purpose of this paragraph is not to exonerate FFN from the damages which may be sustained by a Member due to the negligence of FFN or its employees with regard to their obligations concerning the protection of confidential information.

5.     SECURITY

1.     Access to and use of the Site are authorized through the combined use of a username and password. Each Administrator shall choose his own username and password, and is responsible for keeping them confidential.

2.     FFN may from time to time require the Member and its Administrators to change their usernames and passwords or adopt other measures to ensure the security of the Site. Each Administrator is fully responsible for the transactions made under his username and password, and each Member is fully responsible for the transactions made by its employees, agents and representatives, whether such employees, agents and representatives are or are not Administrators. The Member agrees to notify FFN without delay of any unauthorized use of the Site (including the unauthorized use of a username or password by any employee, agent or representative of the Member who is not a Administrator) or any other breach of security.

6.     CONDUCT OF MEMBER

1.     The Member and its Administrators shall use the Site solely for the purposes for which it is intended and in accordance with this Agreement.

2.     Consequently, the Member and its Administrators undertake: i) to comply with all laws and regulations in force, including, in particular, the laws relating to the sale and distribution of alcoholic beverages; ii) not to impersonate any person, supply false information or otherwise misrepresent their affiliation with any person, organization or other entity; iii) not to use the Site to harvest or collect personal information, including, without limitation, financial information concerning other Members or the Site; iv) not to display, promote or transmit information or materials on the Site of any kind or nature which may be unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, hateful, racist or otherwise objectionable; v) not to transmit or display any information or materials which encourages conduct that could constitute a criminal offence, give rise to civil liability, or otherwise violate any statute; vi) not to interfere with the use or enjoyment of the Site by the other Members, conduct any survey, hold any contest, send any chain letter, or display or send e-mails or advertising messages through unsolicited mass mailings; vii) not to download or distribute files, in any manner whatsoever, that may be contaminated by viruses or corrupted or altered files, or any other similar software or program that could interfere with the functioning of the Site or the computers of third parties; viii) not to interfere with or disturb the functioning of the networks connected with the Site; ix) not to do any thing which would impose an unreasonable or disproportionately large load on the infrastructure of the Site; and x) not to disclose their passwords to third parties or use their passwords for unauthorized purposes.

3.     FFN may request the Member to change any content it has posted on the Site to make it compliant with the terms and conditions hereof. Any refusal by the Member to comply with such a request may result in the termination of this Agreement.

4.     The Member shall notify FFN immediately of any breach of security or unauthorized use of its user account. The Member shall not resell, rent or pledge as collateral security the Site or Software of FFN, without the express written consent of FFN.

5.     The Member agrees that a fast response to requests and orders is essential to ensure the quality and performance of the Services. The Member agrees to respond to requests (request for quote, request for transportation quote, purchase order, transportation order) received through the Site as soon as possible, but in any event within fourteen (14) days at the latest following receipt of such request, failing which such request may be withdrawn from the Site.

7.     INTELLECTUAL PROPERTY

1.     The title, ownership rights and intellectual property rights to all content that is displayed or contained on the Site and supplied either by FFN, a Member or a third party, shall remain the respective property either of FFN, the Member or third party. However, FFN is the holder of all the intellectual property rights to the compilations contained on the Site, as well as to the Site and the software supplied by FFN (subject to the rights of third parties over such software, where applicable). This content is protected by the international laws and treaties dealing with intellectual property. The copying, modification, distribution, redistribution, use or publication of all or part of any content of the Site is strictly prohibited.

2.     The viewing or downloading of any content gives the Member a limited, non-exclusive and non-transferable right to use the content solely for the purposes hereof and not for purposes of replication, distribution, assignment, sublicense, sale, preparation of derivative products, or any other purpose. It is prohibited to reproduce all or a part of the content in any form whatsoever, or to incorporate it into an electronic or mechanical information retrieval system for purposes of resale or distribution, except for the authorized purposes set out in this paragraph. The Member also undertakes not to reproduce all or a part of the content of the Site on another server without the prior written consent of FFN.

3.     The Member hereby releases FFN and agrees to hold it harmless against all claims, demands and all damages (including the judicial and extrajudicial costs of lawyers and experts) resulting from the violation or infringement of an intellectual property right in the products and services offered by the Member.

8.     INDEMNIFICATION

1.     The Member undertakes to indemnify FFN for all claims or demands made by third parties resulting or arising from the use of the Site and Software of FFN by the Member, the Member's failure to comply with the Agreement, or the violation, by the Member or any person using the Member's computer, of the Site or Software of FFN.

9.     TOTAL AND LIMITED LIABILITY OF THE PARTIES

1.     Neither FFN nor the Member shall be held liable or be obligated to indemnify the other for indirect, incidental, special, exemplary or punitive damages.

2.     Subject to the law applicable in some countries, the total cumulative liability of FFN or the Member resulting from this Agreement shall not under any circumstances exceed the aggregate of the amounts paid by such Member for the use of the Site under this Agreement.

10.   NON-TRANSFERABILITY

1.     The Member's right to use the Site is non-transferable and non-assignable.

11.   PERFORMANCE OF THE SYSTEMS

1.     FFN undertakes to use systems that are able to meet Members' needs so that they can take full advantage of the functionality of the Site and carry out any transaction that they may be involved in without any limitation on the transactional activities. FFN shall assume no liability for the deletion of, or failure of the Site to save or store, any data or any information or materials of the Member, if the Member does not abide by the limits that have been imposed on it regarding the amount of memory made available to it by FFN.

12.   TERM OF AGREEMENT

1.     The Agreement and Membership's fee shall take effect upon the acceptance of the Agreement by the Member and terminate at 11:59 p.m. on March 31 of every year, unless the Agreement has been terminated before such time under section 13.

2.     FFN shall send a renewal invoice to the Member on or about March 1 of every year, and the Member shall pay such invoice before the following April 1, failing which the Agreement shall not be renewed and FFN may refuse access by the Member to the Site. However, if for any reason whatsoever the Member continues to access the Site despite the non-renewal of the Agreement, the Member shall then be fully responsible for the activities and transactions conducted by it or in its name, and the Member shall then pay the User Fees for such activities and transactions.

13.   TERMINATION

1.     Either party to this Agreement may terminate it without grounds upon simple prior written notice of ten (10) days, and the Member shall be entitled to a pro rata reimbursement of the User Fees.

2.     Either party may terminate this Agreement in the event that the other party is in default hereunder and has failed to remedy such default within ten (10) days from the receipt by it of written notice. In the event that the party in default is the Member, all amounts then owed to FFN shall become immediately payable.

3.     This Agreement shall be terminated as of right if either party goes bankrupt, becomes insolvent, or commits any act for the benefit of its creditors under any statute relating to bankruptcy and insolvency.

4.     In case of termination of the Agreement, the Member and its Administrators shall cease to use the Site, and FFN may then terminate all access to the Site.

5.     Any contravention of a provision contained in section 6 hereof (MEMBER'S USER POLICY AND CONDUCT OF MEMBER), except for paragraph 6.6, may result in the immediate termination of the Agreement without further notice.

14.   NOTICE

1.     All notices to be communicated to a party shall be made in writing and sent by e-mail, if intended for FFN, to the address services@finefoodnetwork.com, and if intended for the Member, to the designated e-mail address supplied by it to FFN for this purpose at the time of its registration, or to any other address specified by one of the parties. A notice is deemed to have been given 24 hours after the e-mail is sent, unless the sender is informed that the e-mail address is invalid. Notices may also be sent by pre-paid mail to the postal address of FFN below or to the address supplied by the Member at the time of its registration. FFN may also broadcast notices and messages on the Site, which shall constitute notice to the Member.

15.   GOVERNING LAW

1.     This Agreement is governed by the laws in force in the province of Québec (Canada), and only the courts with jurisdiction in the judicial district of Montreal shall have jurisdiction to decide any litigation or dispute resulting from this Agreement.