CAPITAL CONNECTORTM INVESTOR SITE USE AGREEMENT Welcome to Capital Connector! Welcome to Capital Connector. Capital Connector is a section of the T-Net British Columbia web site operated by DNI Digital Networks Inc. ("DNI"). BEFORE YOU CAN PARTICIPATE IN CAPITAL CONNECTOR, YOU MUST READ, UNDERSTAND AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE OF THE CAPITAL CONNECTOR SITE. TO SIGNIFY YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE INVESTOR SITE USE AGREEMENT, CLICK ON THE "I ACCEPT" BUTTON AT THE END OF THIS DOCUMENT. What is Capital Connector? Capital Connector is an investment opportunity "routing" service which provides British Columbia-based technology businesses with an opportunity to raise capital online directly from angel investors, venture capitalists, institutional investors and Federal Government and B.C. Provincial Government sponsored research & development funding organizations. Capital Connector does this by delivering "Business Plan Summaries" from British Columbia-based technology businesses seeking financing (the "Business" or "Businesses"), directly to a password protected viewing area of the Capital Connector web site, where they may be reviewed and considered by a qualifying "institutional purchaser" or an individual who is a "sophisticated purchaser" within the meaning of the B.C. Securities Act (see end of this document for the definition of "sophisticated purchaser"). The information that we collect from you about you and your criteria for considering an investment is kept confidential. If a match is made with a Business seeking an investment (based on your criteria for considering an investment), you will receive a copy of an online Business Plan Summary (as completed by the technology business applicant) for those Businesses matching your criteria. This service has limits that you should understand before agreeing to participate in Capital Connector. For example, DNI does not exercise control over the Businesses who will be submitting their business opportunity application. DNI only requires that Businesses enter into an Business Site Use Agreement whereby, among other things, they provide a representation and warranty as to (1) their identity, (2) that they are located within British Columbia, and (3) that the information contained within their application and Business Plan Summary is accurate. DNI does not have any involvement in the negotiation or completion of an investment and does not receive any payment, fee or commission based on such an investment. When using Capital Connector, you and the Business are entirely responsible for working out the suitability, terms and conditions of the investment. Since the investment decision is between you and the Business, DNI does not get involved if there is a dispute between you and the Business. Therefore, it is important that you use care throughout your dealings with other people introduced to you through Capital Connector, and that you seek appropriate professional advice as and when you are considering, negotiating or making an investment. Eligibility: Since you are entering into an agreement with DNI regarding your rights and obligations in connection with your use of Capital Connector, as well as your eligibility to access Capital Connector, you must click on the "I Accept" button at the end of this Agreement, thereby certifying that (1) you are either an "institutional purchaser" or an individual who is a "sophisticated purchaser" within the meaning of the B.C. Securities Act (see the end of this document for the definition of a "sophisticate purchaser") and are located within British Columbia, (2) you are 19 years of age or older, reside within British Columbia and are authorized to enter into this on behalf of the institutional purchaser or sophisticated purchaser, (3) you are not an agent, intermediary or otherwise a middle-person for the institutional purchaser or sophisticated purchaser that is entering into this Agreement, (4) that you are interested in investing as a principal and that any investment you make has an aggregate acquisition cost to the purchaser of not less than the amount prescribed by regulation (which is presently $97,000), and (5) that the investment criteria described within your application is accurate. Permitted Use of Information and Content You and DNI acknowledge and agree that none of the information and content accessible through Capital Connector, including, without limitation, business plans, summaries, offering materials, articles, abstracts, financial statements, third party publishers and other documentation and information contained in the Capital Connector web site or any materials obtained therefrom or included therein, whether provided by you or another party (the "Content") shall be sold, modified, copied, reproduced, republished, uploaded, retransmitted, broadcast or otherwise distributed in any way; provided, however, the Content can be (1) used by DNI for the purposes of Capital Connector described herein, and (2) downloaded or printed by you if you have entered into an Investor Site Use Agreement, but solely for the purposes of conducting an internal evaluation of the Business' Business Plan Summary with your legal and financial advisors on a "need-to-know" basis. The Content may not be used for any other purpose whatsoever, nor disclosed to any other party whatsoever. You further agree not to make use of anyone else's information obtained through the use of Capital Connector, other than as necessary to participate in Capital Connector as permitted by this Agreement. Copyright and Other Restrictions The entire contents of the Capital Connector web site and the Content accessible through the Capital Connector web site are protected by various intellectual property rights, including, but not limited to, copyrights, trade-marks and trade secrets. Title and all other ownership rights and interests in the Capital Connector web site and the Content shall remain with DNI and the various publishers of such Content, as applicable. You may not remove, modify or obscure any copyright or other proprietary rights notices or legends appearing in the Capital Connector web site or in any materials or Content downloaded or printed therefrom. Termination of Rights and Withdrawal of License DNI reserves the right to terminate this Agreement, in whole or in part, and to suspend or withdraw your license to use Capital Connector and access the Capital Connector web site at any time, in its sole discretion, for any reason whatsoever. User Information and Privacy Policy As a user of Capital Connector, you will occasionally receive updates from us about new products, services or noteworthy news that we believe will be of interest to you. You may also receive e-mail messages from sponsors with whom we have established an alliance. Notwithstanding the foregoing, your identity shall not be disclosed to anyone without us first obtaining your express written permission to do so, which permission you may withhold for any reason whatsoever. Confidentiality As total confidentiality and security of information over the Internet is not possible at this time, this web site is not a secure medium for communication. DNI cannot ensure the privacy, accuracy or authenticity of any information you send us, or that we may have sent to you, over the Internet. Without limiting the generality of anything else stated in this Agreement, DNI will not be responsible for any damages that you may incur if you communicate information (whether confidential or not) to us or, if at your request, we communicate confidential or other information to you, and this information is intercepted, altered, republished or used in any manner whatsoever by a party to whom it was not intended to be disclosed. Disclaimers of Representations and Warranties You agree that the use of Capital Connector is at your sole risk. DNI provides you with access to, and the use of, Capital Connector on an "As Is" basis. DNI expressly disclaims, to the fullest extent permitted by law, all representations and warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. DNI makes no representations or warranties that Capital Connector will meet your requirements, that the services associated with Capital Connector will be uninterrupted, timely, secure or error free; nor does DNI make any representations or warranties as to the results that may be obtained by you from the use of Capital Connector, or as to the accuracy, completeness, quality, adequacy, validity, timeliness or reliability of any information obtained from your use of Capital Connector. You acknowledge that you understand that any information provided or obtained through or from the use of Capital Connector is done so at your own discretion and risk and that you will not hold DNI or its Directors, Officers, employees, agents and sponsors responsible for any damages resulting from the use or misuse of your information or Content. No advice or information, whether oral or written, obtained by you from the use of Capital Connector shall create any representation or warranty that is not otherwise expressly stated herein. Additional Disclaimers DNI makes no representations or warranties that you will be matched with a Business through Capital Connector or complete a financing transaction. DNI does not function as a securities broker-dealer, underwriter or investment advisor and is not registered as such with the British Columbia Securities Commission. DNI provides a computerized listing service for investors seeking investment opportunities and Businesses seeking investment. DNI does not provide any assistance or advice and will not participate in any negotiations or structuring of any investment transactions being entered into between investors and Businesses. DNI has not made any independent investigation to verify the accuracy or completeness of the information provided by Businesses to DNI for use on the Capital Connector web site, nor has it solicited any character or credit references of any Business. Links on the Capital Connector web site may lead to products, services or web sites not operated by DNI. No representation or warranty is made with respect to such products, services or web sites and DNI takes no responsibility for same. A link to another product, service or web site is not an endorsement by DNI of that product, site or service. Any use you make of the information provided on Capital Connector or of any product, service or web site linked to Capital Connector is at your own risk. DNI assumes no responsibility for the information practises of a web site that you are able to access through the Capital Connector web site. Limitations of Liability You agree that DNI and its Directors, Officers, employees, agents, representatives and sponsors are not and will not be liable to you in contract, tort or otherwise for any damages, including, without limitation, direct, indirect, incidental, special, consequential, punitive or exemplary damages resulting from the use or the inability to use Capital Connector or resulting from any information obtained, messages received or transactions entered into through or from Capital Connector or arising from unauthorized access to or alteration of user's transmissions or data, or arising from any other matter relating to Capital Connector, even if they have been advised of the possibility of such damages, and you further acknowledge and agree that they shall not be responsible or liable to you or anyone for the statements or conduct of any third party using or accessing Capital Connector. General Release Because DNI is not involved in any dealings between you and any Business, other than to provide a conduit through which information about an investment opportunity is passed to you, you hereby release DNI and its Directors, Officers, employees, agents, representatives and sponsors from all claims, demands and damages (direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the subject matter of this Agreement or otherwise arising out of or in any way connected with the use of Capital Connector. General Terms and Conditions Passwords. You agree to keep your password confidential and to notify DNI promptly at info@bctechnology.com if your password is stolen, discovered by or otherwise disclosed to, a third party, or if you become aware of any unauthorized use of your password. No Agency. There is no agency, partnership, joint venture, franchisor-franchisee, broker-customer or other relationship created between DNI and you as a result of this Agreement or your use of the Capital Connector web site. Changes and Updates. Changes and updates to Capital Connector, the legal notices set out within Capital Connector and the terms and conditions of this Agreement may be made by DNI at any time without notice. Your continued use of Capital Connector following such changes or updates shall be deemed as your acknowledgement that they are binding upon you as and when made. Notice. Any notice to you or to us shall be made by either e-mail or regular mail. We may also give you notices of changes to these terms and conditions or other matters related to Capital Connector by displaying notices on the Capital Connector web site. No Assignment. You agree not to assign your rights or obligations under this Agreement nor to make any unauthorized use of Capital Connector. Any such attempted assignment shall be treated as null and void. Any such unauthorized use shall be cause for immediate termination of your rights under this Agreement, without any obligation from DNI. Waiver. The failure of DNI to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be invalid, the parties nevertheless agree that an arbitrator (as provided for below) or court of competent jurisdiction should endeavour to give effect to the parties' intentions as reflected in said provision, and the other provisions of this Agreement shall remain in full force and effect. Limitation Period. You agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of this Agreement or otherwise related to the use of Capital Connector or the subject matter thereof must be filed within one (1) year after such claim or cause of action arose or be forever barred. Dispute Resolution. This Agreement and the relationship between you and DNI shall be governed by the laws of the Province of British Columbia without regard to its conflict of laws provisions. You and DNI agree to submit any disputes between yourself and DNI arising out of this Agreement or its subject matter or otherwise from the use of the Capital Connector web site for resolution pursuant to the Commercial Arbitration Act (British Columbia), and any such arbitration shall be held in Vancouver, British Columbia. No other forum or venue shall be used for the resolution of disputes arising out of or relating to the foregoing. Definition of "Sophisticated Purchaser" under the B.C. Securities Act: Sophisticated Purchaser means a purchaser that, in connection with a distribution, gives an acknowledgement under section 135 to the issuer, if the issuer does not believe, and has no reasonable grounds to believe, that the acknowledgement is false, acknowledging both that: (a) the purchaser is able, on the basis of information about the investment provided by the issuer, to evaluate the risks and merits of the prospective investment because of (i) the purchaser's financial, business or investment experience, or (ii) advice the purchaser receives from a person that is registered to advise, or is exempted from the requirement to be registered to advise, in respect of the security that is the subject of the trade and that is not an insider of, or in a special relationship with, the issuer of the security, and (b) the purchaser is one of the following; (i) a person registered under the Act; (ii) an individual who (A) has a net worth, or net worth jointly with the individual's spouse at the date of the agreement of purchase and sale of the security, of not less than $400,000, or (B) has had in each of the 2 most recent calendar years, and reasonably expects to have in the current calendar year, (I) annual net income before tax of not less than $75,000, or (II) annual net income before tax, jointly with the individual's spouse, of not less than $125,000; (iii) a corporation, partnership or trust that (A) has net assets of not less than $400,000 or (B) has had in each of the 2 most recent calendar years, and reasonably expects to have in the current calendar year, net income before tax of not less than $125,000; (iv) a corporation in which all of the voting shares are beneficially owned by sophisticated purchasers or of which the majority of the directors are sophisticated purchasers; (v) a general partnership in which all of the partners are sophisticated purchasers; (vi) a limited partnership in which a majority of the general partners are sophisticated purchasers; and (vii) a trust in which all of the beneficiaries are sophisticated purchasers or the majority of the trustees are sophisticated purchasers.