TAXIGUY™ TAXI DOLLARS™ PROGRAM STANDARD TERMS OF PURCHASE AND SALE

This is the TAXIGUY™ TAXI DOLLARS™ Program, Standard Terms of Purchase and Sale (hereinafter referred to as "Terms"), to be read and agreed to by each purchaser (hereinafter referred to as the "Buyer") of TAXI DOLLARS™ prior to each such purchase.


Buyer is deemed to have read and agreed to these Terms at the time Buyer agrees to purchase TAXI DOLLARS™ from Seller.

WHEREAS TAXIGUY, Inc., 119 Spadina Ave #304, Toronto, Ontario, Canada, M5V 2L1 (herein referred to as "Seller" or "Taxiguy") is engaged in the business of operating a national dispatch telephone routing service for taxicab companies and licensing a national network of independent taxicab companies (hereinafter referred to as "the Seller's National Network of Taxicab Companies") to receive telephone calls from customers in a designated area through the toll-free telephone numbers beginning with 1-888, 1-877 and 1-866, and ending with 829-4489 (TAXIGUY™), and 829-4787 (TAXISVP™) (hereinafter after referred to as "the TAXIGUY™ Service").

AND WHEREAS Seller has developed the TAXI DOLLARS™ Program to promote the use of the TAXIGUY™ Service and to promote safe and convenient transportation across Canada (hereinafter referred to as "the TAXI DOLLARS™ Program").

AND WHEREAS, TAXI DOLLARS™ are payment vouchers, printed and issued by Seller in various denominations, that are accepted and redeemable, like cash, to pay for taxicab services provided by the Seller's National Network of Taxicab Companies and other taxicabs and taxicab companies authorized by Seller to accept TAXI DOLLARS™.

AND WHEREAS Buyer desires to purchase and Seller desires to sell an agreed upon amount, in agreed upon denominations, of TAXI DOLLARS™ upon the following terms and conditions.

NOW THEREFORE, in consideration for Seller agreeing to sell TAXI DOLLARS™ to Buyer, Buyer agrees to the following terms of purchase and sale:

PURCHASE PRICE AND FEES

1. Purchase Price. Buyer will pay to Seller a Purchase Price equal to the total face value of all TAXI DOLLARS™ purchased from Seller.

2. Discount. TAXI DOLLARS™ will be printed with an expiry date following which they will no longer be accepted by the Seller's National Network of Taxicab Companies and other authorized taxicabs or taxicab companies. The standard discount will be 5% and the standard expiry date will be 12 months unless alternative expiry date is mutually agreed upon by buyer and seller.

3. Administration Fee. Unless waived by Seller, Buyer will pay to Seller an Administration Fee equal to 2% of the Purchase Price of all TAXI DOLLARS™ purchased by Buyer.

4. Customization Fee. TAXI DOLLARS™ may be custom-branded for Buyer, to include Buyer's logo, trademarks or other text or designs as agreed upon between Buyer and Seller. Buyer will pay to Seller a Customization Fee of 5% to be calculated as a percentage of the Purchase Price of all TAXI DOLLARS™ purchased by Buyer.

5. Payment. Payment of the Purchase Price and all Fees and any applicable taxes will be due upon receipt of Seller's invoice to Buyer. Interest may be charged by Seller to Buyer at a rate of 2% per month for any unpaid invoices, commencing 30 days after the date of the invoice.

SELLER'S RESPONSIBILITIES

6. Design and Printing. Seller will be solely responsible for the design and printing of all TAXI DOLLARS™ purchased by Buyer.

7. Delivery. Seller will be responsible for delivery of TAXI DOLLARS™ to Buyer at an agreed upon delivery date to a single agreed upon location.

8. Redemption. Seller will be solely responsible for the redemption of all valid and genuine TAXI DOLLARS™ received from the Sellers National Network of Taxicab Companies or any other taxicab or taxicab company authorized by Seller to accept TAXI DOLLARS™, and all administrative fees associated therewith. Seller will NOT be responsible for the redemption of any TAXI DOLLARS™ received from any taxicab or taxicab company8. or any other individual or company that is not a member of the Seller's National Network of Taxicab Companies or that is not authorized by Seller to accept TAXI DOLLARS™.

9. Seller's Advertising. Seller may from time to time engage in advertising to promote the TAXI DOLLARS™ Program and in the education of the public on the proper use of TAXI DOLLARS™ to pay for taxicab services. Seller will be solely responsible for the cost of any such advertising or education of the public by Seller. However, Seller assumes no responsibility or obligation to engage in any such advertising or promotion, or to provide any such education of the public in respect of TAXI DOLLARS™ or the TAXI DOLLARS™ Program.

BUYER'S RESPONSIBILITIES

10. Design and Printing. Buyer agrees that Seller has complete and sole responsibility and authority for the design and printing of all TAXI DOLLARS™ and that Seller owns all copyright and moral rights in all TAXI DOLLARS™. Buyer agrees that Buyer will not print, copy, or have printed or copied TAXI DOLLARS™ or any taxicab vouchers that are confusingly similar to TAXI DOLLARS™.

11. Distribution. Buyer will be solely responsible for the distribution of TAXI DOLLARS™ to the public and for the instruction and education of the public on the proper use of TAXI DOLLARS™ to pay for taxicab services.

12. Buyer's Advertising. Buyer may engage in advertising to promote the TAXI DOLLARS™ Program and in education of the public on the proper use of TAXI DOLLARS™ to pay for taxicab services. Any such advertising by Buyer must be prior approved in writing by Seller, such approval not to be unreasonably withheld.

13. Use of Trademark. TAXI DOLLARS™ is a trademark of Sun Ray World Corporation and is used by Seller under exclusive license. Buyer may not use TAXI DOLLARS™ as a trademark to describe or distinguish Buyer's own goods or services. Buyer may refer to the TAXI DOLLARS™ trademark to promote the TAXI DOLLARS™ Program, but only if the following notice appears in direct association with any such reference, and only if Buyer agrees that all such references derive to the sole and exclusive benefit of the trademark owner, Sun Ray World Corporation:

" TAXI DOLLARS™ is a trademark of Sun Ray World Corporation"

SELLER TRADEMARKS and GOODWILL

14. Validity of Seller Trademarks. The Buyer hereby acknowledges that Seller owns or is the exclusive licensee of a number of trademarks used in association with the TAXI DOLLARS™ Program and the TAXIGUY™ Service and other services and programs offered by Seller from time to time (hereinafter referred to as "the Seller Trademarks"), and Buyer acknowledges Seller's interest in the Seller Trademarks.

15. Use of Seller Trademarks. Except as provided in these Terms, Buyer agrees that nothing in these Terms gives Buyer the right or authority to use any Seller Trademarks, and nothing in these Terms shall be construed as a license from Seller to Buyer to use the Seller Trademarks.

16. Goodwill. The Buyer acknowledges that all goodwill which may arise from the Buyer's purchase and use of TAXI DOLLARS™ and participation in the TAXI DOLLARS™ Program shall at all times remain the sole and exclusive property of Seller and Sun Ray World Corporation and shall inure to the sole benefit of Seller and Sun Ray World Corporation.

WARRANTIES AND LIABILITY

17. DISCLAIMER OF WARRANTIES. SELLER WILL MAINTAIN TO THE BEST OF ITS ABILITY THE TAXIGUY™ SERVICE, BUT THE TAXICAB INDUSTRY IS SUBJECT TO THE NATURAL EBB AND FLOW OF SUPPLY AND DEMAND DUE TO MUNICIPAL AND/OR PROVINCIAL LEGISLATION CONTROLLING THE NUMBER OF TAXICABS AVAILABLE TO SERVICE A MARKETPLACE. ACCORDINGLY, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES THAT A TAXICAB WILL ARRIVE IN ANY SPECIFIED AMOUNT OF TIME, OR AT ALL. THE TAXIGUY™ SERVICE IS MERELY AN ALTERNATIVE TO TRADITIONAL EXISTING MEANS FOR CONTACTING AND REQUESTING A TAXICAB.

18. DISCLAIMER OF WARRANTIES CONTINUED. THE TAXIGUY™ SERVICE, TAXI DOLLARS™, AND THE TAXI DOLLARS™ PROGRAM ARE PROVIDED BY SELLER "AS IS" AND "AS AVAILABLE". THE TAXI DOLLARS™ PROGRAM IS NOT A CURE-ALL FOR DRINKING AND DRIVING AND SELLER DOES NOT GUARANTEE THAT TAXI DOLLARS™ WILL BE ACCEPTED AS PAYMENT FOR TAXICAB SERVICES. SELLER HAS INCORPORATED A NUMBER OF SECURITY FEATURES INTO TAXI DOLLARS™ TO DETER UNAUTHORIZE REPRODUCTION, HOWEVER, SELLER DOES NOT GUARANTEE THAT TAXI DOLLARS™ ARE COPY-PROOF. SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICUALR USE, AND IMPLIED WARRANTIES ARING FROM A COURSE OF DEALING OR A COURSE OF PERFORMANCE.

19. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE OR OBLIGATED TO BUYER OR ANY THIRD PARTY CLAIMING THROUGH BUYER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF REVENURE OR GOODWILL, LOSS OF PROFITS, LOST BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION OR LITIGATION COSTS) WHETHER BASED UPON A CLAIM OR ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, IN CONNECTION WITH THESE TERMS OR INCONNECTION WITH BUYER'S USE OF TAXI DOLLARS™ OR THE TAXI DOLLARS™ PROGRAM REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GENERAL

20. Entire Agreement. These Terms, and any Purchase Agreement between Buyer and Seller in which these Terms have been acknowledged and agreed to (hereinafter collectively referred to as "the Agreement"), sets forth the entire agreement of the parties with respect to the subject matter contained therein, and no oral or written statements or representations not contained in the Agreement shall have any force or effect. No term or provision of the Agreement shall be amended, supplemented, modified, or waived except by a written agreement signed by the party against whom the amendment, supplement, modification, or waiver is sought to be enforced.

21. Severability. If any term of the Agreement is, for any reason, found to be invalid, illegal or unenforceable, in whole or in part, by a body of competent jurisdiction, that term shall be deemed severed from the Agreement without effect on any other term of the Agreement.

22. Headings. Section headings and captions in these Terms are for the convenience of the parties only and shall not in any way affect the construction or interpretation of these Terms.

23. Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada and the laws of Canada applicable therein, and the Parties agree to attorn to the jurisdiction of the Courts of the Province of Ontario.

24. Representation of Counsel. Buyer and Seller acknowledge that they were given the opportunity to have the Agreement and all matters related thereto reviewed by their own respective independent legal counsel. The Agreement is totally voluntary on the part of each party and each desires that the terms of the Agreement be given full force and effect in the future.

25. No Agency. The parties are independent contractors of each other. Neither the making of the Agreement nor the performance of its provisions shall be construed to constitute any of the parties hereto an agent, employee, partner, joint venturer, or legal representative of the other, or any similar relationship, the existence of which is expressly denied by the parties hereto.

26. Waiver. The failure of a party to insist upon strict adherence to any term of the Agreement on any occasion shall not be considered a waiver or deprive that party of the right hereafter to insist upon strict adherence to that term or any other term of the Agreement.

27. Amendment. Except as otherwise permitted herein, the Agreement may be amended only upon the prior written consent of all parties hereto.

28. Time of Essence. In the Agreement, time shall be of the essence.

29. Successors and Assigns. The Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.

HAVING READ AND UNDERSTOOD these Terms, and in consideration for Seller agreeing to sell TAXI DOLLARS™ to Buyer, Buyer agrees to these Terms and has acknowledged said agreement by ticking the box upon checkout.