This agreement provides CLIENT and TNP Group Web Design with a formal, binding understanding and agreement to purposes and goals. The terms follow:

1. Engagement. Client and/or Company ("CLIENT") is engaging TNP Group Web Design, as an independent contractor for the specific project of designing and implementing graphics and/or a company logo. This agreement becomes effective only when CLIENT pays deposit.

2. Warranties. TNP Group Web Design represents and warrants to CLIENT that it has the experience and ability to perform the services required by this CONTRACT; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet CLIENT's satisfaction. The CLIENT represents and warrants to TNP Group Web Design that it will provide CLIENT materials as required in a professional, competent, and timely manner; that it has the power to enter into this CONTRACT on behalf of CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, provincial or municipal laws.

4. Submitted Content. TNP Group Web Design will endeavor to meet specified deadlines laid out in the graphic design Quote sheet. Client will be bound to the dates set out there. TNP Group Web Design will not be responsible if target launch date cannot be met due to late submission of materials by Client or slow response time by Client.

5. Payment Schedule. Fees to TNP Group Web Design are due and payable on the following schedule. 50% is due upon commencement of this contract. Another 25% is due at mid-point and balance due upon completion of graphic design and multimedia project determined by TNP Group and not said "Client".

All payments will be made in cash, cheque, money order, or pay pal. TNP Group Web Design promises to complete all work by this date, subject to approval and receipt of all materials from Client. All final payment shall be due on agreed-upon date, regardless of delays by Client. However, if TNP Group Web Design is delayed due to circumstances beyond its control, contract completion and required final payment will be postponed to a new agreed-upon date. At that new date, all fees will be due.

6. Copyrights and Trademarks. Client represents to TNP Group Web Design and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to TNP Group Web Design for inclusion in the graphic design are either owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend TNP Group Web Design from any claim or suit arising from the use of such elements furnished by Client.

7. Copyright to graphic designs. When final payment is received and graphic designs are provided to the Client in .AI format on CD ROM. The copyright to all graphics created by TNP Group Web Design, for Client, are owned and copyrighted by Client. TNP Group Web Design is not required to keep or provide client with native source files used in the creation of these graphics. Content and photographs provided by Client are owned and copyrighted by Client or respective owners who have granted use rights to Client. TNP Group Web Design reserves the right to display completed graphic design as part of a graphic design portfolio.

8. Payment of Fees. Payments are due by the dates outlined in this contract or graphic design quote sheet. Outstanding balances that are 30 days past due will be assessed a late fee of 1.5% per each month of delinquency. TNP Group Web Design reserves the right to hold graphics until final payment is made. In case collection proves necessary, Client agrees to pay all fees incurred by that process. Regardless of the place of signing of this agreement, Client agrees that for purposes of venue, this contract was entered into in Ingersoll, Ontario, and any dispute will be litigated in Ingersoll, Ontario.

9. Sole Agreement. The agreement contained in this "Graphic Design Contract" constitutes the sole agreement between TNP Group Web Design and Client regarding the graphic design needs of client. Any additional work not specified in this contract or graphic design quote sheet must be authorized by written change order. Client is not authorized to determine included or additional work based on quote sheet or invoice. All prices specified in this contract will be honoured for six (1) month. Continued services after that date will require a new agreement.

10. Initial Payment and Refund Policy. This contract becomes binding with an initial payment in the amount of 50 % of total amount of contract. If Client halts work, no refund will be paid back to Client. If, at the time of request for refund, work has been completed beyond the amount covered by the initial payment, Client shall be liable to pay for all work completed at the hourly rate of $90 per hour. No portion of this initial payment will be refunded.

11. Price. Client and TNP Group Web Design agree that the services described in this contract, shall be completed for a total of refer to invoice. The Client agrees to pay to TNP Group Web Design an initial, non-refundable deposit of refer to invoice (normally, 50% of the estimated total cost or a minimum of $50.00) upon execution of this agreement. Final payment is due prior to publication and/or delivery of the Multimedia Project. All amounts must be in Canadian Dollars.