ATI Technologies Inc. ("ATI") intends to make a marketing fund (the "Marketing Fund") available to the Asia Pacific distributors (the "Distributor") noted in the completed online registration form submitted to ATI (the "Registration Form"). Distributor intends to advertise and promote products it purchases from ATI's approved board partners, which incorporate qualifying ATI ASIC products (the "Board Products"). As a result of Distributor's advertising and promotion of the Board Products and the ATI brand, Distributor will be eligible to receive a Marketing Fund as provided for in the terms and conditions below. In consideration of the mutual promises contained in this agreement, ATI and Distributor agree as follows:

1. In order to be eligible to participate in the Marketing Fund Programme, Distributor must complete the online Registration Form on the ATI Asia Pacific Partner Programme Web Site /appp, ("the APPP Site") and submit it to ATI. ATI may reject any applicant in its sole discretion for any reason, including rejection based on a duplicate, incorrect or incomplete Registration Form.
2. Marketing Fund amounts will be accrued by the Distributor on a monthly basis and can be used by the Distributor to offset advertising and promotional costs including costs for, direct mail, training and trade shows. The applicable Marketing Funds will be paid by ATI to Distributor by electronic transfer to the bank account nominated in the Claim Form (as defined below) or by check.
3. Subject to ATI's review and approval of the completed Marketing Fund Claim Pre-Approval Form, as provided for on the APPP Site (the "Claim Form") and in connection with Distributor's advertising and promotion of the Board Products and the ATI brand, ATI will pay Distributors a Marketing Fund credit for each qualifying Board Product purchased from an ATI board partner, which is purchased directly from a qualified add-in-board partner. The Claim Form must be accurately completed and submitted to ATI with all materials for approval. Pre-approval of all proposed Distributor advertising must be obtained from ATI's APPP group at ATI's agent office in Taiwan (AMI Technologies) or ATI-Japan office in advance of the release of the advertising in order to be eligible for the Marketing Fund credit. The amount of the Marketing Fund credit will be based on the corresponding use of the Board Product and the "ATI" logo in the applicable advertising or promotional activity. The details of this are described in the Asia Pacific Partner Programme Qualifying Marketing Activities page or the APPP Site, as updated from time to time by ATI. ATI will calculate all such Marketing Fund credits and will have sole discretion in determining their amounts.
4. A minimum Marketing Fund amount of US $800 must be accrued before being eligible for reimbursement. MArketing Funds amounts accrued will expire if not used within 6 months of accrual on a rolling basis.
5. ATI will provide Distributor access to the APPP Site to review its Marketing Fund credit balance online.
6. A minimum of Board Products q’ty must be purchased by the Distributor per month in order to be eligible for the Marketing Fund during that month (The minimum q’ty request, pls contact with local ATI representative). In order to report and verify all sales, the completed APPP Purchase Report in the form set out on the APPP Site (the "Purchase Report") must be completed online in the "Enter Monthly Purchases" section of the APPP Site and submitted to ATI on a monthly basis. Distributor hereby grants ATI the authority to audit a purchase and return information submitted for rebate reimbursement in relation to the Marketing Fund Programme. Any such audit will be upon reasonable prior notice and during normal business hours.
7. In consideration for being able touse the ATI name and logo in advertising and promotional materials, Distributor agrees to the ATI trademark licensing terms set out in Attachement A.
8. ATI reserves the right to amend the terms and conditions fo this Marketing Fund programme from time to time in it sole discretion. ATI will advise Distributor of any changes by written notice as the changes are implemented. So long as Distributor continues to participate in the Marketing Fund programme it will be deemed to have accipeted the then current terms conditions. ATI further reserves the rifht th terminate the Marketing Fund programme and \ or to cancel Distributor's participation in the programme in the event of Distributor's non-compliance with these terms, or for any other reason which ATI deems, in its sole discretion, to be appropriate grounds for termination. Upon termination of your participation in the programme for any reason, ATI reserves the right to hold issuing rebates for one additional quarter and claim returns against the prgramme credit schedule.
9. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario, Canada without reference to its conflicts of law principles. The parties agree to submit any litigation regarding this agreement to the courts located in Toronto, Ontario.
10. All notices, requests, demands, and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed given when delivered personally upon receipt, on the next business day when sent by facsimile, overnight mail including without limitation, Federal Express, Express Mail or similar service to each party at the address provided at the beginning of the Agreement in the case of ATI, or on the Registration for in the case of Distributor.
11. Distributor's rights and duties hereunder may not be sublicensed, assigned or transferred. Any attempt by Distributor to effect such an assignment, sublicense or transfer will constitute a material breach of this Agreement and be null and void. ATI may assign its rights and duties hereunder to it parent, subsidiary or affiliate or in the event of a sale or merger.
12. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Agreement is held to be prohibited by or invalid under applicable law, the parties will negotiate in good faith to restate such provision to reflect the original intentions of the parties as nearly as possible in accordance with applicable law and the remaining provisions of this Agreement shall be enforced as if this Agreement was entered into with the restated provision.
13. This Agreement may be modified only by a written instrument duly executed by or on behalf of each party hereto. A waiver by either of the parties hereto of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant herein contained.
14. This Agreement does not create any joint venture, agency or partnership relationship.
15. This Agreement constitutes the entire agreement among the paries hereto with respect to the subject matter hereof and supersedes and replaces in all respects all other prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral.
16. Distributor has accepted and agreed to the terms and conditions of this Agreement by submitting its Registration Form online to ATI.

Attachment A
Trademark License Terms

1. Subject to Distributor's compliance with the terms and conditions hereof, ATI grants to Distributor a worldwide, non-exclusive, non-transferable, non-assignable, limited, revocable, royalty free license to use the ATI trademarks and logos provided from time to time to Distributor by ATI (the "Trademarks"), in the advertising and promotional materials for the Board Products, in the manner described in the guidelines set out in Section 9 below, and as may otherwise be prescribed by ATI from time to time.
2. Distributor may not use or reproduce the Trademarks in any manner other than as expressly prescribed from time to time by ATI and in accordance with the guidelines set out in Section 9 below. In each instance where Distributor uses the Trademarks with the advertising and promotion of its Products, Distributor will include the following notice (in the same manner in which it uses other similar legal notices):
   
   "All ATI product and product feature names and logos are trademarks and/or registered trademarks of ATI Technologies Inc."
3. ATI reserves the right to inspect Distributor's Product(s) that contain the Trademarks at any time and may periodically make requests for a reasonable number of additional samples which shall be supplied forthwith by Distributor.
4. Distributor shall not assign, sublicense, make available or otherwise transfer or disclose any right to use, develop or otherwise enjoy any of the Trademarks without the express prior written consent of ATI.
5. Distributor acknowledges ATI's ownership of the Trademarks and shall employ its best efforts to use the Trademarks in a manner that does not derogate from ATI's rights in the Trademarks either during the term of this agreement or afterward. Every use of the Trademarks by Distributor shall inure to be the benefit of ATI. Except as expressly granted in this Agreement Distributor shall have no rights in the Trademarks.
6. Distributor agrees to maintain the quality of its PC products incorporating the Board Products used in conjunction with the Trademarks at a level that meets or exceeds industy standards and at least commensurate with the quality of similar products and/or services previously manufactured by Distributor.
7. This agreement shall remain in full force and effect during the period in which Distributor manufactures and sells its products incorporating the Board Products, but is terminable by ATI, in its sole discretion, at any time with or without cause upon ten (10) days prior written notice. From and after the termination of this agreement, Distributor shall cease and desist from all use of the Trademarks.
8. Distributor hereby agrees to indemnify and hold ATI harmless against any and all costs, fees, damages or other expenses arising out of or incurred in respect of any claim made by a third party based on or arising out of any act, omission neglect or default of Distributor in connection with which Distributor uses the Trademarks.
9. Notwithstanding any other guidelines provided by ATI from time to time, the following guidelines will be used by Distributor when using the Trademarks:
10. ATI product and product feature names and logos must be used consistently; note the proper spelling, capitalization and formatting of each term.
11. The trademark "™" or "®" notice should be placed immediately after the ATI product and product feature name or logo as a superscript character, as applicable.
    
12. ATI trademarks and logos should not be used in a manner, which suggests ownership, affiliation, sponsorship or endorsement of Distributor's products.
13. ATI logos must be shown in standard proportion and orientation and should not be distorted, rotated or reversed.
14. ATI logos must not be incorporated into other symbols, images, figures or logos.