TERMS AND CONDITIONS for OAKBOX PRODUCTIONS

Oakbox Productions is a sole proprietarship based in Breda, the Netherlands.

The client (referred to herein as "client") has engaged Oakbox Productions for the specific purpose of designing a World Wide Web site.

1. SERVICES RENDERED. Oakbox Productions agrees to perform following Web design services:

• Website ApplicationProgramming

• Website Maintenance

• Database development

• Custom Graphic Design: logo(s), navigation bar,buttons etc.

All services described herein are to be performed by Oakbox Productions and/or its contractors in accordance with the most commonly accepted standards and practices of the Web Services Industry. That is to say, the website and applications for the website will be viewable by any HTML viewer that complies with W3C HTML guidelines (specifically HTML 4.01).

2. COST. Notwithstanding any prices listed in literature or on Web pages, the client and Oakbox Productions agree that the services described in this contract are completed at a rate of 60 Euros per hour, exclusive of Value Added Tax BTW, which currently stands at 19% in the Netherlands.

3. PAYMENT. Client agrees to pay to Oakbox Productions an initial deposit upon execution of this agreement. All remaining charges agreed upon and which may accrue shall become due and payable to Oakbox Productions upon completion of the services described above. Delinquent bills will be assessed a 5% penalty for each month of delinquency beyond 30 days past the invoice date. Should collection activities become necessary, the client agrees to pay all fees relating to said activities.

4. SUBCONTRACTING. Oakbox Productions reserves the right to assign other Web designers, programmers, or subcontractors to this project.

5. WARRANTIES AND LIABILITY. Oakbox Productions does not warrant that the functions of the web site will meet the client's expectations of site traffic or resulting business. In no event will Oakbox Productions or its sub-contractors be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these Web pages or Website, even if Oakbox Productions has been advised of the possibility of such damages.

6. COPYRIGHTS AND TRADEMARKS. The client represents to Oakbox Productions and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Oakbox Productions for inclusion in webpages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Oakbox Productions and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

7. COPYRIGHT TO PROGRAMMING CODE. Copyright to the finished applications produced by Oakbox Productions is owned by Oakbox Productions. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled programs. Rights to computer programs are specifically not transferred to the client, and remain the property of their respective owners. Oakbox Productions and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

8. INDEMNIFICATION BY CLIENT. Client shall indemnify, defend (with counsel approved in writing by Oakbox Productions) and hold Oakbox Productions , its attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys' fees) or liability arising out of or related to the acts or omissions of Client, its employees, representatives or agents.

9. SURVIVAL. The parties' obligations under Sections 5, 6, 7, and 8 shall survive any termination and/or expiration of this Agreement.

10. RELATIONSHIP OF THE PARTIES. This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose. For all purposes, the parties are independent contractors.

11. EXCUSED PERFORMANCE. Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.

12. NO WAIVER. The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision.

13. UNENFORCEABLE PROVISIONS. If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.

Should Oakbox Productions and the Client come to a special understanding not outlined in this agreement it will be laid out in writing and signed by both parties.

This Agreement is the entire understanding between Client and Oakbox Productions with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.