TERMS AND CONDITIONS OF MEMBERSHIP

RECITALS

Commercial Property Database Ltd (CPD) "The Company" will provide an estate agency database which members can access through their existing Internet connection and an interactive web page accessible by the public via the internet.

OPERATIVE PROVISIONS

1.1. In this Agreement unless the context otherwise requires:-

1.1.1. "Commencement Date" means the date of the first invoice raised in respect of membership.

1.1.2. "The Company" means Commercial Property Database Ltd

1.1.3. "The User" means the company organisation or person becoming a member of CPD for the placing of materials onto the Database in accordance with the terms hereof.

1.1.4. "Database" means the Company's databases on the Internet at www.cpd.co.uk.

1.1.5. "The Fees" means fees to be as per CPD's price list as may be updated from time to time.

2.1. The Company will provide access to its Database on the Internet service.

2.2. The Company will market the Database to encourage growth of and use of the same.

2.3. The service provided is as set out within the price list, in accordance with the level of membership taken out.

3.1. In entering into this Agreement the User agrees that copies of all property details/requirements that they are marketing will be entered by the Company onto the Database if the user has not entered these directly onto the Database..

3.2 In consideration of the services provided by the Company the User will pay the fees including in particular annual membership and data entry charges in accordance with the current price list.

3.3 Due to the nature of the Internet all Email/data which is provided by the User or which is accessed by any third parties is at the sole responsibility of the User and the Company is not liable for the protection or privacy of any information on the Internet services provided by the Company or information transferred through the Internet.

3.4. The User is responsible for and must provide its own hardware, telephone and other equipment and services necessary to access the Internet services.

3.5. The User hereby agrees and declares that any information, copyright, intellectual property or other materials stored on the Internet service provided by the User is the property of the User and not of the Company. It is hereby agreed and declared that the Company can cancel or block any entry with no refund if appropriate at its absolute discretion or stop future entering.

3.6. The Company is an Agent for the User and the User will not hold itself out as a partner or joint venturer with the Company and will be responsible for its own charges, costs and taxation with regard to this Agreement and the information entered.

3.7. Users may promote their Web Page address as they see fit.

3.8. The User hereby agrees and undertakes with the Company that any and all information which is stored on the Database will comply in all regards with the Property Misdescriptions Act 1991.

Each User will be issued a password to enable it to access the Database in accordance with the level of membership taken out. All operating costs of the User (for example those of British Telecom and of any Internet Service Provider) will be borne by the User.

5.1. The Company may review all User fees comprised in Clause 3.2 on an annual basis at its sole discretion and may discontinue or review any or all other aspects of the Internet services provided.

5.2. Property And Confidentiality In The Database.

5.2.1. The software materials used by the Company contain confidential information of the Company and all copyright trade marks and other intellectual property rights in the said Materials are the exclusive property of the Company.

5.2.2. The User shall keep confidential any such software materials and limit access to the same to those of its employees, agents and subcontractors who either have a need to know or who are engaged on behalf of the User.

5.3. Limitation of Liability

5.3.1. The following provisions set out the Company's entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the User in respect of:-

5.3.1.1. Any breach of its contractual obligations arising under this Agreement and

5.3.1.2. Any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.

AND THE USER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 5.3.1.2.

5.3.2. Any act or omission on the part of the Company or its employees, agents or sub-contractors falling within Clause 5.3.1. above shall for the purposes of the clause 5.3.2. be known as an Event of Default.

5.3.3. The Company's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the User's annual membership fee or in the case of an Event of Default resulting in damage to the tangible property of the User resulting from the negligence of the Company or its employees, agents or sub-contractors, a sum equivalent to the annual membership fee.

5.3.4. In the case of any other Event of Default the aggregate of the total fees paid by the User to the Company in the immediately preceding period of 12 months.

5.4. The Company shall not be liable to the User in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the User as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the User incurring the same and no Event of Default shall be deemed to have occurred without absolute proof thereof.

5.5. If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.

5.6. The User hereby agrees to afford the Company not less than 30 days (following notification thereof by the User) in which to remedy any Event of Default hereunder.

5.7. The Company shall have no liability to the User in respect of any Event of Default unless the User shall have served notice of the same upon the Company in writing within one calendar month of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

5.8. Nothing in this clause shall confer any right or remedy upon the User to which it would not otherwise be legally entitled.

5.9. The Company will not be liable in an Event of Default or any loss resulting from the breakdown, misconfiguration or other failure of equipment not controlled by the Company.

5.10. The User acknowledges that it has entered into this Agreement after forming its own view as to its suitability for the User's purposes and that this Agreement constitutes the entire contract between the parties and that nothing contained or implied in this Agreement shall be or be taken to be and there is expressly excluded any representation warranty or undertaking by or on behalf of the Company in relation to the fitness of the Database for the User's or any other purpose.

6.1. This Agreement may be terminated:-

6.1.1. By either party giving not less than 90 days notice to the other in writing to expire on the anniversary of the commencement date.

6.1.2. Forthwith by the Company if the User fails to pay any sum due hereunder within 14 days of the due date thereof.

6.l.3. Forthwith by either party if the other commits any material breach of any term of this Agreement (other than one falling within this paragraph no 6.1.2. above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same.

6.l.4. Forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if the others shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a Trustee Receiver, Administrative Receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).

6.2. Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies either party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

6.3. Subject to clause 6.4. below within 30 days of the termination of this Agreement (howsoever and by whomsoever occasioned) the User shall return all copies of any software or other intellectual property which is the property of the Company in its possession or control to the Company at its trading address.

6.3.1. Notwithstanding the provisions of sub-paragraph 6.3. above, the Company shall be entitled for a period of five years from the date of termination to keep one copy of the User's programme materials free of charge for archival purposes.

6.4. In the event of Termination for any reason no fees paid by the User are refundable in full or in part.

Any sum which is due to be paid by the User to the Company not paid within 14 days of the date when due shall carry an interest penalty at a rate of 4% per annum above the base lending rate of HSBC Bank from the date when due until actual payment is made.

8.1. The User hereby agrees with the Company that it will not in utilising the services provided by the Company herein set out or act in any way to breach the provisions of the Estate Agents Act 1979 and will indemnify and keep indemnified the Company, its employees, agents or sub-contractors in respect thereof.

8.2. The User agrees that the use of the Internet service and of the Database provided by the Company is at its sole risk and that the Company its re-sellers, agents, information providers, licensees, licensors or employers or sub-contractors will not be liable if any of the services provided hereunder are interrupted by reasons outside of the control of the Company or as aforesaid and that the Company gives no warranty as to the results to be attained from the use of the Database provided and that the service is provided on an "as is" basis without warranty of any kind either express or implied including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose other than those warranties which are implied by and incapable of exclusion restriction or modification under the laws applicable to this Agreement.

This Agreement shall continue until terminated in accordance with the provisions of Clause 6 above.

10.1. If any provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

The User shall not be entitled to assign this Agreement nor all or any of their rights and obligations hereunder without the prior written consent of the Company.

Save insofar as otherwise expressly provided all amounts stated in this Agreement are expressed exclusive of Value Added Tax and any Value Added Tax arising in respect of any service or supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the Company or party (where appropriate) making such supply or providing such service by the party to whom it is made in addition to any other consideration payable herefor.

Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts.