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REPUBLIC OF TRINIDAD AND TOBAGO

HIS AGREEMENT is made in duplicate this day of in the Year of Our Lord Two Thousand and Two between FIRST CITIZENS BANK LIMITED a Company incorporated under the Companies Ordinance Chap 31 No.1 and continued under the Companies Act 1995 Chap. 81:01 of the laws of Trinidad and Tobago having its registered office situate at 9 Queen's Park East in the City of Port-of-Spain in the Island of Trinidad (hereinafter called "the Bank") of the One Part and Company incorporated under the Companies Ordinance Chap 31 No. 1 and continued under the Companies Act 1995 Chap 81:01 of the laws of Trinidad and Tobago having its registered office situate at Room 412, Park Plaza. Park Street, Port of Spain in the island aforesaid (hereinafter called "the Customer") of the Other Part.

WHEREAS:

1. The Bank is a Financial Institution licensed to carry on banking business.

2. The Bank offers an online banking service (hereinafter referred to as "the Online Banking Services" that will enable the Customer to access its accounts and perform the banking transactions described in the First Schedule hereto which it may at its sole discretion modify from time to time.

3. The Bank has entered into a licensing agreement with Hamilton & Sullivan Limited to furnish the software and support for the On-line Banking Service.

4. The Customer wishes to utilize certain online banking services that the Bank currently makes available or may make available in the future through the use of its personal computers, software and telecommunications devices.

5. The Bank and the Customer have agreed to enter this Agreement governing the online banking services on the terms and conditions hereinafter appearing.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

1. In consideration of the subscription fee and the covenants, terms and conditions herein contained, the Bank hereby authorizes the Customer to access to the On-line Banking Service.

2. Access to the Online Banking Services will be available through the use of the Customer's own personal computers, communications devices and other equipment and software. The Customer acknowledges that its ability to use the On-line Banking Services depends in part upon maintenance of the Customer's equipment and software and compliance by the Customer with all requirements applicable thereto, including but not limited to telecommunications and Internet service providers.

3. The Customer agrees to comply at all times with the security procedures described herein and any subsequent security procedures provided by the Bank to the Customer. The Customer acknowledges that the purpose of such security procedures is the verification of authenticity and not to detect any error in the transmission or content of any transaction

4. The Customer shall designate an officer to act as the Administrator for the purposes of this Agreement. The Bank will provide a User ID and Password (hereinafter referred to as "Codes") to all Online Banking Services to be utilized by the Customer to enable the Administrator to obtain access to and utilize the Online Banking Services.

5. The Bank will consider any access to the Online Banking Services through the use of valid Codes to be duly authorized by the Customer and will comply with any instructions without seeking to verify the identity of the person issuing the instructions.

6. The Customer accepts responsibility for any unauthorized access to and action taken through the Online Banking Service using valid Codes, whether such access is by the Customer's employee or agent or other person having access to the Customer's records or a third party.

7. The Customer shall establish and maintain procedures to safeguard against unauthorized access to the Online Banking Service including any updates and monitoring by the Customer of its compliance with the procedures. The Customer warrants that access will not be allowed to the Online Banking Service in the absence of proper supervision and safeguards and agree to maintain the confidentiality of the security procedures and Codes and related instructions provided by the Bank in connection with the applicable security procedures.

8. If the Customer at any time has reason to believe or suspects that the security procedures and Codes have been disclosed to or accessed by any unauthorized person or used in a manner not authorized by the Customer, the Customer shall notify the Bank as soon as practicable, followed by written confirmation as provided clause of this Agreement. The Customer agrees that the occurrence of unauthorized access shall not invalidate any transaction executed in good faith by the Bank prior to the receipt of such notification.

9. The accounts which the Customer has access to using Online Banking Services are governed by separate agreements with the Bank. This Agreement does not supersede any signature card rules, regulations or other agreements which the Customer may have with the Bank with respect to any accounts accessed through the Online Banking Service. All accounts shall continue to be governed by existing agreements, rules and regulations as the Bank may amend the same from time to time.

10. The Customer agrees that the Bank will charge a monthly fee for the Online Banking Service. The Customer agrees that the monthly fee and all other charges incurred in respect of the Online Banking Service shall be debited directly from Account  No…………..which the customer maintains with the Bank within two (2) days of the fees and charges becoming due. The Customer also agrees that if at any time there is insufficient funds in the account to facilitate the deduction of the fees and charges, the Bank may deduct the fee from any other account maintained by the Customer with the Bank.

11. The Customer shall pay the Bank the charges for any optional services provided in connection with this Agreement, as set forth in the Services Fee Schedule. Fees and services are subject to change and such changes will be communicated to the Customer by written notice. If the Customer does not terminate this Agreement within 14 days of the date of such notice, then the charges set forth in the said notice shall be deemed to be accepted by the customer and shall be incorporated into this Agreement.

12. LIMITATION OF LIABILITY
The Bank shall not be liable to the Customer, its employees or agents for any direct, indirect, consequential or incidental damages or loss (including loss of profit) arising out of the Customer's access to the Online Banking Service whether or not the likelihood of such damage was known or contemplated by the Bank including but not limited to:-

a) The Customer's attempt to draw on, transfer or direct a payment from uncollected funds or interest, if any, not yet credited to the Customer's account;
b) The Bank's failure to process any transaction through the Service due to equipment failure, malfunction or any cause beyond the reasonable control of the Bank.
Provided that the Bank's liability shall in no event exceed the monthly fees and other charges received by the Bank from the Customer.

13. The Bank does not make any warranties concerning the Online Banking Service, including but without limitation to any warranty on merchantability or fitness for a particular purpose.

14. TERMINATION

(i). The Bank shall have the right to terminate this Agreement immediately without notice to the Customer upon the happening of the following events:-

a) breach by the Customer its officers employees or agents of any provision of this Agreement;
b) cessation of the Customer's business for whatever reason;
c) bankruptcy of the Customer;
d) the Customer entering into a compromise with its creditors;
e) the Bank being required to do so by any new legislation, regulation or a collateral agreement with Hamilton & Sullivan Limited with respect to the Online Banking Services software;
f) failure by the customer to pay the fees and charges due under this Agreement.
(ii). Without prejudice to the foregoing either party may terminate the Agreement upon giving thirty (30) days written notice to the other.

15. EFFECT OF TERMINATION
Termination for whatever reason shall not affect the Customer's liability for fees and charges which accrued prior to termination and shall not affect or terminate the agreements governing the accounts of the customer with the Bank.

16. INDEMNITY
The Customer agrees to and hereby indemnifies the Bank, its Directors, Managers and employees against any and all losses, claims, liability for damage to the person or property, actions, judgments and costs arising out of the Customer's access to the Online Banking Service and/or the Customer's failure to enforce reasonable security procedures for the protection of its Codes or arising out of the fault, misconduct and/or negligence of the Customer, its employees or agents.

The Bank agrees to and hereby indemnifies the Customer, its Directors, Managers and Employees against any and all losses, claims, actions, judgements, costs, liability and damage whatsoever suffered by the Customer, its servants and or agents arising out of the fault, misconduct and/or negligence of the bank, its employees or agents.

17. CONFIDENTIALITY
The Bank has designed the services offered pursuant to this Agreement and the security procedures described in clause to minimize the possibility of fraud, error or unauthorized disclosure of confidential information about the Customer's accounts. The Customer acknowledges that neither the Bank nor any person acting on behalf the Bank will request that the Customer discloses its Codes and the Customer agrees that neither its Administrator nor any other agent of the Customer will disclose such Codes.

18. MISCELLANEOUS
a) Force Majeure: Neither party shall be liable to the other for any errors, delay or failure to perform due to causes beyond its reasonable control, including, but not limited to, natural disasters, fire, flood, storm, strike, labour unrest or interruption, work stoppage, war, riot, acts of God, power failure, equipment failure, severe or adverse weather conditions. Performance times shall be considered extended for a period of time equivalent to the time lost due to any such event or condition.

b) Governing Laws: This Agreement shall be construed and enforced in accordance with the laws of Trinidad and Tobago.

c) Severability: In the event that any of these terms, conditions or provisions shall be determined invalid unlawful or unenforceable to any extent such term condition or provision shall be severed from the remaining terms conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

d) Assignment: The Customer may not assign or sub-license, without the prior written consent of the Bank (which consent may be withheld for any reason). The Customer's rights, duties or obligations under this Agreement, in whole or in part, to any other person or entity.

e) Survival: All provisions of this Agreement and any addendum hereto relating to confidentiality, non-disclosure, indemnity and fees and charges shall survive the termination or expiration of this Agreement and any such addendum.

f) Notice: Any notice provided pursuant to this Agreement shall be in writing and shall be deemed valid

(i) if by hand delivery, upon receipt thereof;

(ii) if posted, three (3)days following the date of posting, postage
prepaid;

(iii) if by registered mail, upon production of the receipt. All notices shall be addressed to the parties at their respective addresses contained herein or such other address which a party may specify in writing.

g) No Waiver: The failure or forbearance of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder or of the right to demand strict performance thereof at any future time.

h) Remedies: The rights and remedies of the Parties set forth in this Agreement are not exclusive and are in addition to any and all other rights and remedies available to it at law or in equity.

i) Entire Agreement: Each party acknowledges that this Agreement constitutes the complete and conclusive statement of the terms and conditions between the parties with respect to the matters herein contained, which supersedes all prior proposals, understandings, discussions and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument executed by both parties.

19. ARBITRATION
Any and all disputes arising out of or relating to this Agreement which remain unresolved after direct negotiations between the parties, shall first be submitted to confidential mediation in accordance with the the rules and procedures for mediation of the Dispute Resolution Centre then in effect. If any issues remain unresolved Act Chap 5:01 of the laws of Trinidad and Tobago or any statutory modification thereof which may be in force for the time being or a mediator agreed upon by the parties hereto.

IN WITNESS whereof the parties have set their hands this day of 2002.

Signed by
the duly authorized officer of
FIRST CITIZENS BANK LIMITED
in the presence of: