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1 TechJob Participant

2 Corporate Participant

3 Recruiters and HR Professional Services

4 Professionals

5 Daily Postings

THIS AGREEMENT WAS LAST UPDATED ON March 26, 2001.

PLEASE READ THE MEMBERSHIP / SUBSCRIPTION AGREEMENT BELOW AND INDICATE YOUR ACCEPTANCE BY CLICKING THE "I ACCEPT" BUTTON AT THE END OF THE AGREEMENT OR ON THE REGISTRATION FORM TO APPLY FOR MEMBERSHIP. SUBMISSION OF ANY CONTENT TO THIS SERVICE CONSTITUTES AUTOMATIC ACCEPTANCE OF TERMS AND COINDITONS.

TECHJOBS-DIRECT and BIZWIZ ("SERVICE") are services provided by Rainbow Pages, Inc ("COMPANY").

SERVICE is a referral network of persons with experience in Human Resources, recruiting, hiring, training, coaching and other forms of service related to employment.

Participant specifically agrees to perform business & legal due-diligence prior to entering any transaction with another party identified and engaged through service.

COMPANY does not warrant or guaranty the accuracy or value of the services or advice that may be received by the requestor from such persons. The act of accessing the services of company through the internet will evidence your agreement that you will not hold the COMPANY or SERVICE or any of its agents or information providers liable in any way for any damage or loss of any kind that you might suffer as a result of your reliance on information that you will receive through the internet from the COMPANY or SERVICE or from an advisor referred by the company. Of course you may enter into a direct client relationship with any service provider referred by the SERVICE, and you may access that person's information and advice outside of the company's services on the internet. Under such circumstances, this waiver of liability will not apply, and the liability of the parties to any such consultation or provision of services to each other will be as agreed among such parties or as provided by applicable laws.

Participant acknowledges that from time to time SERVICE may make available a downloadable file for the purpose of convenient access to information. Often these downloadable files are provided by another particiapant. Downloadable files can ofter contain viruses that are embedded without the knowledge of the participant. These viruses can damage a recipient user's computer. Participant also recognizes that a malicious person may intentionally load a virus infected file and offer it to other participants. Particpant agrees to download files at your own risk and to hold SERVICE and COMPANY harmless for any and all consequential damages that may occur as a result of corrupt or viral infected download files. COMPANY advises that participant should test all downloaded files before opening them.

Participants in SERVICE agree to notify COMPANY of all completed transactions which originate as a result of the use of this service. Notification may be sent via email to COMPANY

Investor and Employer Participants in CAPITALIST-DIRECT™ or TECHJOBS-DIRECT™ may be required to document that you meet the requirements of Accredited Investor set forth by the Security and Exchange Commission.

Membership and participation is subject to approval and may be revoked at any time for unlawful or unprofessional actions including the submission of inaccurate or fraudulent information. Inability of COMPANY to validate representations made by a Member during registration application, or during due diligence by any Member or COMPANY, may result in suspension of the membership. COMPANY reserves the right to notify other members of such suspension in order to protect the the financial and legal interests of all participating members.

Members and any users of this service agree that all posted listing and contact information is provided for the individual and personal use of registered members of TECHJOBS-DIRECT; and, that TECHJOBS-DIRECT retains all rights, title and interests, including copyright and other proprietary rights, in the Service and all material, including but not limited to text, images, and other multimedia data.

Members and any users of this service agree that it will not copy nor license, sell, transfer, make available or otherwise distribute the Service or Content to any entity or person. Any Member or User shall use its best efforts to stop any unauthorized copying or distribution immediately after such unauthorized use becomes known. TECHJOBS-DIRECT reserves the right to end the membership of any Member who violates these terms and no refunds of membership fees will be made.

The Service is provided on an "AS IS" basis. TECHJOBS-DIRECT and COMPANY make limited effort to verify the information provided; and, make no warranties regarding the completeness, accuracy or availability of the Service or Content.

In no event shall TECHJOBS-DIRECT or its information providers be liable to Member or User or any other person or entity for any direct, indirect, special, exemplary or consequential damages, including lost profits or lost employment, based on breach of warranty, contract, negligence, strict liability or otherwise, arising under this Agreement or any performance under this Agreement, whether or not they or it had any knowledge, actual or constructive, that such damages might be incurred.

Members and Users shall indemnify and hold harmless TECHJOBS-DIRECT and COMPANY and its information providers against any claim, damages, loss, liability or expense arising out of User's use of the Service or Content in any way contrary to this Agreement.

Through Membership and Participation in TECHJOBS-DIRECT, COMPANY provides immediate access to valuable and propietary databases, contact information, and both direct and indirect introduction to other members for an agreed period of time. COMPANY will accept a termination of service and Membership by correspondence from the participant and removal of previously submitted content under control of the participant. COMPANY does not agree to refund any payments or fees made for Membership, Set-up charges, or service after a USER NAME and PASSWORD have been provided to the Member or Participant which provides Authorized access to the service.