WEB PORTAL DESIGN AGREEMENT

WEB PORTAL DESIGN AGREEMENT

THIS WEB PORTAL DESIGN AGREEMENT (this “Agreement”) made, entered into and effective as of March 1, 2007.

BY AND BETWEEN:

Metapoint Technologies Corp.. a company duly incorporated under the laws of Delaware (the “Company”)

AND:

Portlogic Systems Inc., a company duly incorporated under the laws of Nevada (the "Service Provider"),

WHEREAS the Company’s business includes performing marketing and advertising services using electronic media, and the Service Provider is in the business of designing and providing interactive online community portals and websites,

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES

1.1. The Company engages the Service Provider as an independent contractor to program and integrate into two thematic websites supplied by the Company (each a “Website”) the following interactive and portal management functions (the “Services”):

a) Membership system.

b) Message forums.

c) Newsletter distribution and uploading.

d) User-viewable calendar, event linking, and event reminders.

e) Webmaster administration, including providing seamless member management, and event posting.

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f) Interfaces to enable administrators and members edit and post new data, news, content, and links.

1.2. Excluded from the Services are the following, which shall be the sole responsibility of the Company:

a) Providing text or other front-end content.

b) Hosting.

c) Communicating with any persons accessing the Websites.

d) Updating or maintaining the Websites in any way.

1.3. The Service Provider shall ensure that the Websites that it prepares do not in any way violate any copyright or other intellectual property right of any person anywhere in the world. The Service Provider agrees to indemnify and hold harmless the Company and its members, shareholders, directors, officers, employees, agents, contractors, representatives, parent company, affiliates and subsidiaries (together, the “Indemnified Parties”) from and against any losses, costs, charges, claims, damages, suits, liabilities, fines, expenses (including reasonable legal fees and expenses), actions, or judgments, made, brought, claimed, awarded, or recovered by any person against any of the Indemnified Parties in connection with the Websites.

ARTICLE 2: FEES AND PAYMENT TERMS

2.1. In consideration for the performance of the Services, the Company shall do and pay to the Service Provider $7,500 in the lawful currency of the United States (the “Fees”), plus applicable taxes.

2.2. The Fees shall be due and payable within 30 calendar days of the date that this Agreement commences.

2.3. If any Fees payable to the Service Provider have not been received by the Service Provider in full when due, the outstanding Fees shall accrue interest at an annual rate of 15%, or the highest amount allowed by law, whichever is lower. Interest shall compound monthly until payment has been made in full.

ARTICLE 3: TERM AND TERMINATION

3.1. The term of this Agreement shall commence on the date set forth on the first page and shall terminate when all Services have been performed in full and all Fees have been paid.

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3.2. Notwithstanding any other provision of this Agreement, if either party:

(a) fails to comply with any provision of this Agreement;

(b) has made any representation or warranty in this Agreement that is untrue or incorrect;

(c) breaches any covenant in this Agreement; or

(d) fails to make any payment of Fees when due,

then, and in addition, to any other remedy or remedies available to the other party, the other party may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the first party.

3.3. Notwithstanding any other provisions of this Agreement, the provisions of Article 2 and 6 and of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 4
WARRANTIES AND LIMITATION OF LIABILITY

4.1     The Service Provider warrants to the Company that the Services will be performed in a professional and workmanlike manner. The Company’s sole remedy for any breach of this warranty will be for the Service Provider, at its option, (a) to re-perform the affected Services as warranted, or (b) to refund to the Company the amount of Fees paid for that portion of Services which are defective. This express warranty is in lieu of all other representations, warranties or conditions, expressed or implied including implied warranties or conditions of merchantability, durability, description and fitness for a particular purpose.

4.2. In no event will the Servi