SOFTWARE LICENCE AGREEMENT

THIS LICENCE AGREEMENT effective as of [date]

B E T W E E N:

SHINDIG DIGITAL CONSTRUCTIONS INC.,

a corporationincorporated under the laws of the Province of Ontario

(hereinafter called the "Licensor")

- and -

[Customer Name],

a corporation incorporated under the laws of the [jurisdiction for customer]

(hereinafter called the "Licensee")

WHEREAS the Licensor is the owner of the SOS Software, as defined herein, and the Licensee desires to obtain, and Licensor desires to grant, a non-exclusive licence authorizing the Licensee to promote and use certain components of the SOS Software subject to the terms herein;

NOW THEREFORE in consideration of the mutual covenants and conditions herein contained and payment of the sum of [startup fee amount] by the Licensee to the Licensor, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. In this Agreement, the following terms shall, unless the context clearly requires otherwise, have the meaning established for such terms in the succeeding sections of this Article I:

1. "Agreement" shall mean this Agreement, including the schedules hereto, and all amendments made in writing between the parties;
2. "Business Day" shall mean a day other than a Saturday, Sunday or any other day that is a statutory holiday in Ontario;
3. "Customer" shall meanan Entity to which the Licensor has provided limited access to the SOS Software (the "Limited Access"), as an end user, for the purposes of choosing the signage products they require, placing and paying for their order(s). For the purposes of this Agreement, a Customer shall include only those Entities for which the Limited Accesswas arranged for by the Licensee and such Customer's access is through the Licensee's "Hub";
4. "Effective Date" shall mean the date first written above;
5. "Entity" means any person or body of persons whether corporate or unincorporate (including a partnership);
6. "Registered Users" shall mean the aggregate number of user logins provided by the Licensor to facilitate access to the SOS Software through a Licensee's "Hub". Registered Users shall include, but is not limited to, user logins provided to: (a) the Licensee, its staff and other personnel; (b) the Customers; and (c) any other Entity that requires access to the SOS Software for the purpose of producing, fulfilling and shipping theCustomers' orders;
7. "SOS Software"shall mean the Store Ordering System web application in which the Licensor provides the Licensee with a "Hub" such that the Licensee can create customized catalogues for, facilitate, organize, track, automate, coordinate and/or expedite the ordering and purchasing of the Customers signage needs. The SOS Software also provides Customers and their staff and other personnel with user logins to access the SOS Software via an interface designed specifically to allow the Customers to choose the products they require and placeand pay for their order(s);
8. "SOS Software Components" shall mean the components of the SOS Software specified in Schedule "A" attached hereto that are only accessible with a registered user login;
9. "Technical Information" shall mean any trade secrets, research or development data, improvements and know-how related to the SOS Software and shall include engineering or scientific information, processes or formulae, data and procedures, machinery, hardware, apparatus and equipment design, reports, drawings, specifications, software and blueprints relating to any method, product, apparatus or article used in connection with the SOS Software;
10. "Trade-marks" shall refer to and include all trade-marks and trade names that are now or may in the future be adopted by the Licensor in connection with the SOS Software.

ARTICLE2

TERMS OF LICENCE

2.1 Licence. The Licensor hereby grants to the Licensee, subject to the terms and conditions of this Agreement and, in particular, the termination provisions contained in ARTICLE5, a perpetual, non-exclusive and non-transferable license to: (i) access and use the SOS Software Components; and (ii) use the Trade-marks (the "License").

2.2 Limited Use and Purpose. The Licensee shall use the License only for the purposes of organizing, automating, coordinating and expediting the ordering and purchasing of the Customers signage needs. The Licensee shall make no other commercial or developmentaluse of the Licence, without the Licensor's written consent, which consent may be unreasonably withheld. The Licensee shall not derive or attempt to duplicate or permit or help others to derive or duplicate, the sourcecode relating to the SOS Software and shall make no copies of, or derivative works of the SOS Software.

2.3 Non-Disclosure. The parties acknowledge that each of them will receive information (the "Confidential Information") from the other regarding the License, which will be the valuable property of the party disclosing the Confidential Information. Each party covenants with the other party to hold in trust and keep confidential and secret, and to protect the confidentiality of all Confidential Information disclosed to it pursuant to this Agreement, and not to disclose the Confidential Information to anyone other than its employees, agents, and contractors to whom such disclosure is reasonably required on a need-to-know basis and, in the case of the Licensee, to permit the Licensee to fully exercise all of its rights hereunder. On termination or expiration of this Agreement, each party shall return to the other all written or descriptive matter which may contain any such Confidential Information. The covenant of the parties in this section shall survive the termination of this Agreement and shall enure in respect of and so long as such information shall not be generally known to the public.

2.4 Improvements by Licensee. Any improvements, modifications, alternate uses, upgrades, variations and/or enhancements, that may be developed or discovered by, on behalf of or for the benefit of the Licensee relative to the SOS Software shall be immediately disclosed in full detail by the Licensee to the Licensor, and shall be deemed to form part of the SOS Software and the License granted hereunder.

2.5 Improvements by Licensor. Any improvements, modifications, alternate uses, fixes, upgrades, and/or enhancementsto the SOS Software Components that may be developed or discovered by, on behalf of or for the benefit of the Licensor shall be immediately disclosed in full detail by the Licensor to the Licensee, and shall be deemed to form part of the SOS Software and the License granted hereunder. Improvements, modifications, fixes, upgrades, enhancements, alternate uses and/or new components that may be added to, or to any part of, the SOS Software, other than to the SOS Software Components, that may be developed or discovered by, on behalf of or for the benefit of the Licensor shall not be deemed to form part of the SOS Software nor the License.

ARTICLE 3

INTELLECTUAL PROPERTY OWNERSHIP

3.1 Owned by Licensor.

1. The Licensor shall have and retain ownership in the SOS Software, the Technical Information and the Trade-marks, together with all modifications and enhancements that which may be hereafter be made by or on behalf of the Licensor or the Licensee (collectively "Licensed Intellectual Property") that are the subject of this Agreement. The Licensee hereby acknowledges that the Licensor will own the Licensed Intellectual Property provided under this Agreement.
2. The Licensed Intellectual Property, as well as all modifications, changes, enhancements, conversions, upgrades, or additions made to such Licensed Intellectual Property and all applicable rights to patents, copyrights, trademarks and trade secrets, inherent therein and appurtenant thereto, shall be the property of Licensor, and Licensee shall receive a license to same only in accordance with the terms of this Agreement.

ARTICLE 4

SERVICE FEES

4.1 Service and Hosting Fee. As long as this Agreement is in force, a service and hosting fee (the "Service Fees"), as set out in Schedule "B" attached hereto, shall be payable by the Licensee to the Licensor. The Service Fees are based on the number of user logins registered in the Licensee's Hub.

4.2 Payments. The Service Fees provided for in section 4.1shall be paid monthlyto the Licensor together with all applicable goods and services tax. At the beginning of each month, the Licensor shall send to the Licensee an invoice detailing the Service Fees that are to be paid for the upcoming month. The Licensee shall pay to the Licensor such amounts within thirty (30) Business Days of the date of said invoice.

ARTICLE 5

DEFAULT AND TERMINATION

5.1 Material Breach or Non-Performance. Except as expressly stated otherwise in this Article, if there shall be a material breach or material failure by the Licensee in the performance of any of its obligations under this Agreement, including, but not limited to, an Event of Default (as defined below), the Licensee's failure to pay any Service Fees owing or the Licensee's use of the License not in accordance with the provisions of this Agreement, the Licensor may give the non-performing party written notice to cure such breach or non-performance. If the cause of such material breach or material non- performance is not corrected promptly, in the sole and absolute discretion of the Licensor, having regard to the nature thereof, and in any event within thirty (30) days from the date of notice to cure unless otherwise stated in this Article, the Licensor may terminate the Agreement, effective immediately, by giving the Licensee written notice.

5.2 Events of Default. For the purposes of this ARTICLE 5, an "Event of Default", with respect to a specific party (a"Defaulting Party" and the non-defaulting party, the "Non- Defaulting Party"), shall conclusively be deemed to have occurred on the happening of any one of the following events, upon which the Non-Defaulting Party may terminate this Agreement immediately by providing written notice to the Defaulting Party:

1. the Defaulting Party commences or threatens to commence any proceeding under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts;
2. the Defaulting Party seeks appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its assets, or shall make a general assignment for the benefit of its creditors, or any person, firm, corporation or other entity seeks or obtains such an appointment;
3. there shall be commenced against the Defaulting Party any proceeding or other action of a nature referred to in clause (a) above which:
1. results in the entryof an order for relief or any such adjudication or appointment, or
2. remains undismissed or undischarged for a period of sixty days;
4. the Defaulting Party takes any action in furtherance of, or acquiescence in, any of the acts set forth in clauses (a), (b) or (c) above; and/or
5. the Defaulting Party admits in writing its inability to pay its debts as they become due.

5.3 Procedure on Termination. Subject to section 5.6, upon the expiration or termination of this Agreement, the Licensee shall within fifteen (15) days pay any Service Fees due and outstanding up to and including the date of termination or expiration.

5.4 Export of Data. Subject to section 5.6, on the expiration or termination of this Agreement, the Licensor shall, within a reasonable timely manner, provide to the Licensee, an export of all the data, in an appropriate format, pertaining to the Licensee, its Hub and the Customers.

5.5 Retention of Data. Subject to section 5.6, on the expiration or termination of this Agreement, the Licensor may retain the data provided to the Licensor by the Licensee in relation to the Licensee's use of the SOS Software, unless the Licensee requests in writing otherwise.

ARTICLE 6

REPRESENTATION AND WARRANTIES

6.1 Ownership. The Licensor represents and warrants to the Licensee that the Licensor is the owner of and is entitled to license the SOS Software and grant the License to the Licensee as contemplated herein and has full power and authorityto enter into this Agreement.

6.2 No Violation. The Licensor represents and warrants to the Licensee that the SOS Software does not violate the copyright, patents, trade-marks or any other intellectual property rights of any third party.

ARTICLE 7

LICENSEE'S RESPONSIBILITIES

7.1 Security. The Licensee acknowledges and agrees that it is solely responsible for ensuring that any account information, user ID or password(s) remain secure. The Licensee acknowledges that the Licensor will not be liable for anyloss or damage from the Licensee's failure to comply with this security obligation.

ARTICLE 8

MISCELLANEOUS

8.1 Successors and Assigns. Notwithstanding any of the provisions in this Agreement, this Agreement and the rights hereunder may be assigned by the Licensor without the consent of the Licensee. This Agreement and the rights hereunder may not be assigned by the Licensee without the prior written consent of the Licensor. This Agreement shall be binding on and shall enure to the benefit of the successors and permitted assigns ofthe parties.

8.2 Notices. Any notice which is required or permitted bythis Agreement to be given to either party hereto shall be in writing and shall be sufficiently given if delivered personally or sent by pre-paid registered mail or by facsimile to the following addresses:

to the Licensor at:
2 Bloor Street West, Suite 100
Toronto, Ontario M4W 3E2
Attention: Andrew Burke

to the Licensee at:
[licensee's address]

or such other address or facsimile number as either party may, from time to time, advise the other party by notice in writing. Any notice or communication given by registered mail to either party at the address specified herein shall be deemed to have been received by such party on the fourth business day after which it is sent provided that a strike or lockout of postal employees is not then in effect or generally known to be impending. Any notice given by personal delivery shall be deemed to be received on the date of delivery. Any notice delivered by facsimile transmission shall be deemed to have been received on the next business day following the date of transmission.

8.3 Time. When calculating the period of time within which or following which any act or notice is to be done, taken or given, the date which is the reference day in calculating such period shall be included. If the last day of such period is not a Business Day, the period in question shall end on the next Business Day.

8.4 Force Majeure. Any delays or failure by either party hereto in performance hereunder shall be excused if and only to the extent that such delays or failures are caused by occurrences beyond such party's control, including, but not limited to, acts of God, decrees or restraints of Governments, strikes or other labour disturbances, war, sabotage, and any other cause or causes, whether similar or dissimilar to those already specified, which cannot be controlled by such party. Provided that the party seeking to excuse its performance shall promptly notify the other party of the cause therefor, such performance shall be so excused during the inability of the party to perform but for no longer period, and the cause thereof shall be remedied so far as possible with all reasonable dispatch.

8.5 Further Acts. The parties hereto agree to execute and deliver such further and other acts and things as may be necessary or desirable to give full effect to this Agreement and every part thereof.

8.6 Modifications. This Agreement may not be changed or modified, nor may any provisions hereof be waived, except by an agreement in writing signed by the party against whom enforcement of the change or modification is asserted.

8.7 Relationship. The parties are, and at all times shall remain, independent parties and are not, nor shall they represent themselves to be, in an employment relationship, partners or joint venturers for any purpose whatsoever.

8.8 Entire Agreement. This Agreement and the Schedules constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations and discussions between the parties, whether written or oral. There are not and shall not be any verbal statements, representations, warranties, undertakings or agreements between the parties. This Agreement may not be amended or modified in any respect except by written instrument signed by both parties.

8.9 Extended Meaning. In this Agreement, words importing the singular shall include the plural and vice versa and words importing gender include all genders.

8.10 Headings. The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not be construed to affect the interpretation of this Agreement.

8.11 Construction. This Agreement shall be governed and construed solely in accordance withthe laws of the Province of Ontario and the laws of Canada applicable therein and the presiding courts and jurisdiction shall be located in the Province of Ontario.

8.12 Severability. If any provision of this Agreement is determined to be unenforceable or invalid by any court of competent jurisdiction for any reason whatsoever, the unenforceability or invalidity of such provision shall not affect the enforceability or validity of the remaining provisions of this Agreement and such unenforceable or invalid provision shall be severed from the remainder of this Agreement and as so modified this Agreement shall continue in full force and effect.

8.13 Counterparts and Facsimile. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same Agreement. The parties agree that facsimile copies of signatures and signed documents shall be treated as originals for all purposes of this Agreement.

8.14 Time of Essence. In this Agreement, time shall be of the essence in all respects and for all purposes hereunder.

IN WITNESS WHEREOF

this Agreement has been executed by the parties.

[signatures]