1.  Terms of Use of Site

This web site and the OPTRACK application and the services provided from the site (collectively, the "Site") are owned and operated by SyncBASE Inc. (the "Company" or SyncBASE), except if otherwise indicated. By accessing and using the Site, you agree to be bound, and to bind your company, by this Terms and Conditions of Use Agreement ("Agreement"). If you do not wish to be bound by this Agreement, you should not access this Site. SyncBASE may amend this Agreement at any time. Changes will be posted to this Site and are effective upon posting. We recommend that you review the Terms and Conditions Site page periodically for changes to the Agreement.

2.  License Grant and Restrictions

SyncBASE hereby grants you a non-exclusive, non-transferable, worldwide right to use the Site, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SyncBASE.

You may not access the Site if you are a direct competitor of SyncBASE, except with SyncBASE's prior consent. In addition, you may not access the Site for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

3.  Your Responsibilities

You are responsible for all the activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site, including those related to data privacy, international communications and the transmission of technical or personal data. You shall:

1. notify SyncBASE immediately of any unauthorized use of any password or account or any other known or suspected breach of security
2. report to SyncBASE immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users
3. not impersonate another OPTRACK user or provide false identity information to gain access to or use the Site.

4.  Changes to Terms of Use and to the Site

SyncBASE may change, suspend, or terminate, temporarily or permanently, your access to this Site (or any part thereof) at any time without notice, should SyncBASE have reasonable cause to do so. SyncBASE may restrict your access to parts of the Site. SyncBASE shall not be liable to you or to any third party for any change, suspension, termination or restriction of the service provided by this Site, except for the pro-rated amount of the fees that you have paid for using the Site and/or the application.

5.  Intellectual Property and Usage

The contents of this Site and all materials displayed or otherwise accessible through the Site, and the selection and arrangement of information (the "Content") are protected by copyright law, and are owned by SyncBASE, or as otherwise noted to the contrary. The unauthorized use, modification or copying of the Content may violate copyright, trademark, and other laws that protect the intellectual property of SyncBASE and named or unnamed third parties. The logos of OPTRACK displayed on this Site are trademarks owned by SyncBASE. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Site, the OPTRACK Technology or the Intellectual Property Rights owned by SyncBASE.

6.  Ownership of the Data

All the data pertaining to your company on OPTRACK, including stock pricing date, ("Data") is owned by you. You can download it at any time. Upon your written request, SyncBASE will remove your Data from the system. You, not SyncBASE, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use of all Data, and SyncBASE shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. Upon termination for cause, your right to access or use Data immediately ceases, and SyncBASE shall have no obligation to maintain or forward any Data except for Data that you entered to the system up to the date of termination.

7.  Disclaimer of Warranties

The Site and its Content is provided "as is". While efforts have been made to present current, accurate and pertinent information, in case of a malfunction of OPTRACK, and SyncBASE failing to rectify this malfunction within a reasonable amount of time, you would be entitled to an amount that does not exceed your pro-rated remaining annual fee calculated from the time of reporting the system malfunction.

8.  Exclusion of Liability

SyncBASE takes no responsibility for the non-delivery, loss, delay, defect or alteration to communications through the use of the Site or the Internet. OPTRACK is not responsible for any damages you or any third party may suffer as a result of the transmission of confidential information through the Internet, e-mail links, calculations or fill-in forms on this Site.

SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL SYNCBASE, ITS SUBSIDIARIES OR AFFILIATED COMPANIES, OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, PARTNERS, CONTRACTORS, AGENTS OR LICENSORS BE LIABLE TO YOU, ANY SITE USER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY INJURY, LOSS, COSTS OR EXPENSES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR GOODWILL, BUSINESS INTERRUPTION, LOST OR DAMAGED DATA OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH)), TORT (INCLUDING NEGLIGENCE), NON-INFRINGEMENT OR OTHERWISE THAT ARISE IN ANY WAY FROM YOUR USE OF THE INTERNET OR ANY USE OR RELIANCE ON SERVICES OR INFORMATION PROVIDED IN THIS SITE, WHETHER THROUGH THIS SITE OR ITS HYPERLINKS, OR ANY HYPERLINKED WEBSITES.

SyncBASE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE OR ANY CONTENT. SyncBASE DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) ANY STORED DATA WILL BE ACCURATE. THE SITE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SyncBASE.

IN NO EVENT WILL SyncBASE HAVE ANY LIABILITY FOR ANY REASON WHATSOEVER GREATER THAN THE ANNUAL FEE PAID HEREUNDER.

9.  Indemnity

To the maximum extent permitted by applicable law, you will indemnify, defend and hold harmless SyncBASE from and against all claims, expenses and liability arising from your breach of any provision of this Agreement or your use of this Site and the Content for the purposes of managing your company’s Data.

SyncBASE shall provide you with prompt written notice of such claim. You shall have sole control and authority with respect to the defense or settlement of any claim and SyncBASE shall cooperate reasonably with you in the defense of any claim. You shall not enter into any settlement that imposes liability or restrictions on SyncBASE without the prior written approval of SyncBASE, such consent not to be unreasonably withheld or delayed.

10.  General

You agree that you will not use the Site to:

1. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; or
2. violate any applicable local, provincial, national or international law, or any regulations having the force of law.

11.  Limitation on Use

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Content, use of the Site, or access to the Site. You will not make your account available to any other party except for the one named on the account. DISCLOSURE OF THE APPLICATION FUNCTIONALITY TO A COMPETITIVE FIRM, IN ANY FORM, WILL CONSTITUTE A SEVERE BREACH OF THIS AGREEMENT, AND IS STRICTLY DISALLOWED WITHOUT THE PRIOR WRITTEN PERMISSION OF SyncBASE. IN CASE OF THIS SPECIFIC DISCLOSURE BREACH, SyncBASE WILL PURSUE ALL AVAILABLE RIGHTS AND REMEDIES AGAINST BOTH YOU AND THE COMPETITIVE FIRM.

12.  Compliance with Laws

Recognizing that the Internet is of a global nature and that Users may be resident in many countries, you agree to comply with all local rules regarding use of this Site. In particular, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.

13.  Jurisdiction

You agree that all matters relating to your access to or use of this Site shall be deemed to have taken place entirely in the Province of Ontario, Canada. You further agree that this Agreement, and any disputes in connection with your use of this Site or the Content, will be governed by the laws of the Province of Ontario, Canada, and the laws of Canada applicable therein, without regard to conflict of laws principles. You expressly consent and submit to the non-exclusive jurisdiction and venue of the courts of the Province of Ontario in all actions, disputes, or controversies relating to your access to or use of this Site. If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such provision shall be severed and the remaining provisions shall remain in full force without being invalidated in any way.

14.  Pricing and Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. SyncBASE charges and collects in advance for use of the Site.

OPTRACK Pricing is based on the number of active optionees. The stated annual price is guaranteed not to increase annually by an amount that exceeds the published compound Canadian Consumer Price Index (CPI). SyncBASE will inform its customers of this pricing change, in case it happens, at least two months prior to the change taking effect. The price ranges, as of November 17, 2008, are as follows:

<21 optionees		$125 per optionee annually (with a maximum of $2,000)
21-40 optionees		$2,600 annually
41-70 optionees		$3,500 annually
71-110 optionees		$4,600 annually
111-150 optionees		$6,000 annually
151-250 optionees		$7,800 annually
251-400 optionees		$9,800 annually
401-600 optionees		$13,400 annually
601-1000 optionees		$18,500 annually
1001-2000 optionees		$25,000 annually
>2001 optionees		$12.50 per optionee annually

A 25% setup fee will be added to the first year invoice with a maximum of $5,000.

A flat training fee of $350 will apply for training sessions that are needed for new employees (option administrators) that join the company after four months of the start of the first annual licensing period.

A customization fee of $125 per hour to a maximum of $500 will apply for the incorporation of the company grant letter into the system. There are no fees for using any of the existing grant letters

All pricing terms are confidential, and you agree not to disclose them to any third party.

SyncBASE retains the right to change this price at any time for new customers. In case SyncBASE lowers its price ranges, the new price range would apply to you on your next renewal date.

15.  Services Provided

Under this agreement, SyncBASE will provide the following services:

• initial setup of the company information
• initial setup of manager accounts
• initial setup of auditor accounts
• loading the historical stock price data
• loading the stock price data on an on-going basis
• loading basic optionee data to the system from your existing data sources
• training
• hosting of OPTRACK
• back-up services
• upgrades and bug-fixes to the existing functionality of OPTRACK
• on-line, e-mail and telephone support (24 x 7)

No additional fees are required for the above-mentioned services.

16.  Termination of Contract

You may terminate your contract to use OPTRACK at any time. Except in case or termination as a result of your breach to these terms and conditions, within 30 days of receiving your written request to terminate your contract, SyncBASE will delete all your data from the system, and will provide you with a copy of this data in a spreadsheet format.

Any breach of your payment obligations or unauthorized use of the OPTRACK Technology or Service will be deemed a material breach of this Agreement. SyncBASE, in its sole discretion, may terminate your password, account or use of the Site if you breach or otherwise fail to comply with this Agreement. Upon termination as a result of your breach of the terms and conditions, your right to access or use Data immediately ceases, and SyncBASE will have no obligation to maintain or forward any Data except for Data that you entered to the system up to the date of termination.

17.  Changes in Operations

SyncBASE will notify you about any significant changes in the company operations or ownership structure that would have an impact on your OPTRACK usage as soon as SyncBASE is aware of these changes.

18.  Privacy, Security and Disclosure

Please refer to SyncBASE's privacy policy (http://www.optrack.net/privacy.html).

19.  Cashless Same-day Sale Exercise Transactions

In the event that you opt to subscribe to Cashless OPTRACK which allows its employees to conduct on-line same-day sale cashless transactions, where the company will receive the proceeds of this exercise, and provide the employee with the intrinsic value of the transaction minus the transaction fees.

Only if you elect to use this option, you will be responsible for:

• Providing training and support for your employees if they have any questions or concerns.
• Providing all the relevant information for opening your account with the selected broker and trust company.
• Ensuring that your Transfer Agency sends the share certificates to the broker in a timely manner.
• Ensuring that the employees receive the accurate proceeds of the same-day-sale exercises
• Generating all the necessary tax forms to both the employees and the relevant government agencies,

While SyncBASE, through its Broker Agent will be responsible for:

• Providing you with the documentation needed for training your employees on the usage of the same-day-sale cashless exercise transactions.
• Opening the accounts with the selected broker and the trust for conducting these transactions.
• Maintaining the relationship with the broker and the trust in a reliable manner.
• Providing the direct interface to the brokerage firm that will enable the execution of these cashless transactions in a secure and reliable manner
• Providing the necessary reports that you would need for tax reporting both to the employee and the government agencies.

Except if due to willful gross negligence, SyncBASE will have no liability in case of an unexpected result emanating from the execution of a cashless same-day-sale exercise transaction for any reason whatsoever including relating to the actions of the Broker Agent, Trustee, Broker or Transfer Agent. These unexpected results may result from, but not limited to, the following scenarios:

• Delay of the transfer of shares from the Transfer Agency to the broker
• Delay in the execution of the trades
• Execution of a larger or smaller number of trades
• Transfer of an inappropriate amount of funds to the company
• Transfer of the wrong proceeds to the participant
• Transfer of the proceeds to the wrong participant

The annual fees for using the cashless option with OPTRACK will be 50% of the fees identified in point-14 above. The fees will only be for the active optionees in your company, and will also be grand-fathered protected, and are guaranteed not to increase by more than the Canadian Inflation Rate (CPI). In addition, you will be responsible for all the fees associated with conducting the transactions, including but not limited to the brokerage fees (expected in Canada to be $0.03 per share to a minimum of $10), and the trustee fee (expected to be in the range of $4 annually per optionee). The transaction fees will be deducted from the proceeds of the transaction, and all other fees will be invoiced separately in advance of starting the service on an annual basis.

Indemnification. You shall, at your own expense, indemnify and hold SyncBASE and its suppliers (collectively the “Indemnified Parties”) harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expenses, including reasonable legal fees arising out of any claim: whatsoever relating to the services provided by SyncBASE or the Broker Agent, Trustee, Broker or Transfer Agent howsoever caused. You shall have sole control and authority with respect to the defense or settlement of any claim and SyncBASE shall cooperate reasonably with you in the defense of any claim. You shall not enter into any settlement that imposes liability or restrictions on SyncBASE without the prior written approval of SyncBASE, such consent not to be unreasonably withheld or delayed. In no event will SyncBASE have any liability for any reason whatsoever greater than any fees paid under this Article 19 during the prior 12 month period.

20.  Contact Us

We ask that you promptly report to us any problems, which you encounter so that we can work together to monitor and improve the service provided by this Site. Please contact SyncBASE at:

e-mail: optrack_support@optrack.net

phone: 213-232-2727

regular mail :
SyncBASE Inc.
85 Curlew Drive
Suite # 103
Toronto, ON
Canada M3A 2P8

21.  Interpretations

The term "you" in this text means the user of the Site and their company.