G&SR/OMNIPAY USER AGREEMENT

THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH G&SR WILL PROVIDE ITS OMNIPAY SERVICES. THIS AGREEMENT DESCRIBES USER'S RIGHTS AND OBLIGATIONS WHEN USING THESE SERVICES. USER SHOULD READ IT CAREFULLY AND BE SURE USER UNDERSTANDS THESE TERMS AND CONDITIONS.

USE OF ANY OMNIPAY SERVICE MEANS USER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

THE PARTIES TO THIS AGREEMENT ARE G&SR AND THE USER.

1.1 Definition of Terms

1.1 "e-metal " means the family of account based electronic currencies issued by G&SR Inc., a Delaware corporation, and settled via SSL connection to http://www.gold-and-silver-reserve.com/. "e-gold " means the e-metal currency 100% backed by gold. "e-silver " means the e-metal currency 100% backed by silver. "e-platinum" means the e-metal currency 100% backed by platinum. "e-palladium" means the e-metal currency 100% backed by palladium.

1.2 "AUG" means gold denominated currencies payable in e-gold. "AGG" means silver denominated currencies payable in e-silver. "PTG" means platinum denominated currencies payable in e-platinum. "PDG" means palladium denominated currencies payable in e-palladium.

1.3 "DigiGold" means AUG issued by DigiGold Ltd.

1.4 "Electronic Currencies" means the instruments defined above and other non-interest bearing instruments designed to be circulated as media of exchange and affording immediate settlement in which G&SR makes a market.

1.5 "Spend" means a transfer of Electronic Currency from a payer to a payee.

1.6 "National Currency" means non-interest bearing instruments conveying bank liability that are circulated as media of exchange, do not afford immediate settlement, and are denominated in units that are defined by the policies and practice of government central banks or currency boards.

1.7 "G&SR" means Gold & Silver Reserve, Inc., a Delaware (USA) corporation.

1.8 "Exchange" means the conversion of National Currency to Electronic Currency, the conversion of Electronic Currency to National Currency and the conversion of Electronic Currency to Electronic Currency.

1.9 "OmniPay" means the Exchange services provided by G&SR. Each OmniPay transaction is comprised of a Remittance rendered by User to purchase a Payment provided by G&SR.

1.10 "Remittance" means the Spend or the National Currency payment that User remits to G&SR in consideration of OmniPay orders. "Remit" means the act of providing Remittance.

1.11 "Payment" means the Spend or the National Currency payment that G&SR remits to User or to a third party specified by User in fulfillment of OmniPay orders. "Pay" means the act of providing Payment.

1.12 "User" means any user of any OmniPay Service.

1.13 "Passphrase" means a series of characters, known only to User, deemed of suitable complexity as determined from time to time by G&SR. For purposes of this agreement, Passphrase also refers to other authentication mechanisms to which User and G&SR mutually agree.

1.14 "Order Date" means the date on which User enters an OmniPay order.

1.15 "Payment Date" is the date that G&SR makes Payment in fulfillment of an OmniPay order.

2. Description of OmniPay Service

Via OmniPay, User may Remit his choice of currency to G&SR in Exchange for Payment to any business, merchant, professional, individual, or to the User via User's choice of currency, subject to the definition of Exchange provided in this Agreement.

User acknowledges that G&SR is not a bank, is not subject to banking regulations and does not hold any value on account for User.

3. Identifying Information.

User must provide G&SR with valid and accurate identifying information as determined from time to time by G&SR.

4. Protection of Passphrase

4.1 User is responsible for the protection of User's Passphrase that gives access to OmniPay services. User agrees that, in the event of the loss or misuse of User's Passphrase, G&SR disclaims all liability for such loss. User shall indemnify and hold harmless G&SR for relying on transactions authorized using User's Passphrase prior to such time as User notifies G&SR that User's Passphrase has been compromised.

4.2 User acknowledges and accepts that in the case of a claim of an unauthorized transaction, the presumption shall be that the unauthorized transaction is the liability of the User. However, if User establishes to the satisfaction of G&SR that value was diverted from User due to a breach of G&SR system security, then G&SR shall restore the diverted value.

4.3 User must not divulge User's Passphrase to anyone else, nor may User use anyone else's Passphrase. User agrees that G&SR will treat any person accessing OmniPay using User's Passphrase as the User.

4.4 G&SR is not responsible for losses incurred by User as the result of misuse of a Passphrase.

5. OmniPay Order Provisions

5.1 User is solely responsible to provide valid and accurate information needed to complete OmniPay orders.

5.2 User is solely responsible for all Payments, even if the instructions provided by User are incorrect.

5.3 OmniPay orders may not conflict with any value limits requirements imposed by other payment systems.

5.4 User is solely responsible to ensure Order Date and Payment Date are early enough for Payment to arrive by due date, if any. Unless a later date is specified by User, the Payment Date shall be no later than one business day following the Order Date.

5.5 User can delete or modify OmniPay orders through the OmniPay website, subject to the limitation in this Section. Payments may be deleted, modified or rescheduled at any time prior to a Spend, check printing or transmission of instructions to the banking system.

5.6 OmniPay orders are binding contracts between User and G&SR and will be honored by User. User shall not regard OmniPay orders as options.

6. OmniPay Remittance Provisions

6.1 Remittance via National Currency must be sent no later than the next business day after, and must be received within seven (7) days of, the Order Date.

6.2 Remittance must be good funds of the exact amount specified in OmniPay order, net of all fees.

6.2.1 If User fails to Remit good funds of the exact amount specified in OmniPay order, net of all fees, G&SR, at its sole discretion, may: (i) reduce the OmniPay order to the amount of funds received, (ii) enter a new OmniPay order for the net amount of funds received at the Exchange rate applicable at the time of the entry of the new OmniPay order or (iii) cancel the OmniPay order as provided in this Agreement, net of all fees.

6.2.2 If User Remits more than the necessary amount of good funds necessary to fulfill OmniPay order, net of all fees, then G&SR, at its sole discretion, may: (i) adjust the OmniPay order to the exact amount of funds received, (ii) enter a new OmniPay order for the amount of the excess funds received at the Exchange rate applicable at the time of the entry of the new OmniPay order or (iii) return the excess funds received to User, net of all fees.

6.3 Remittance may not be counterfeit or otherwise fraudulent. User agrees that any attempt to Remit fraudulent funds will result in prosecution to the fullest extent of the law and the notification of the general public of User's actions via posting on the OmniPay website or by any other means, at G&SR's discretion.

6.4 Remittances are final and not reversible except as provided in this Agreement.

7. OmniPay Payment Provisions

7.1 G&SR will make Payment in fulfillment of an OmniPay order only after settlement of Remittance.

7.2 G&SR cannot make Payments that conflict with requirements imposed by other payment systems.

7.3 All Payments are final and not reversible except as provided in this Agreement.

8. Payment Guarantee

G&SR will reimburse User for any late payment fees or penalties User is charged by a business payee, up to a maximum of $50 per payment, if G&SR fails to make Payment on the Payment Date, if User meets each of the following conditions:

8.1 User provided G&SR with the correct payee information, payee e-gold account or bank account, Payment Date, and Payment amount.

8.2 On the Payment Date, User has provided sufficient good funds to complete the Payment, and the Payment complied with this Agreement, including any daily authorization limits and individual Payment limits applicable to User.

8.3 The late payment fee or penalty, or the method of its calculation, was published in writing by the payee prior to the Payment Date.

8.4 Upon request, User provides G&SR a copy (either by e-mail, mail or fax) of the payee's statement showing the late payment fees or penalties posted to your payee account.

9. Cancellation of OmniPay Orders

G&SR reserves the exclusive right to cancel OmniPay orders, with cause.

9.1 Causes for Cancellation

9.1.1 Violation of Provision of User Agreement

G&SR reserves the right to cancel any OmniPay order for which User fails to honor any Provision of this Agreement.

9.1.2 Erroneous Exchange Rate

G&SR reserves the right to cancel an OmniPay order if the exchange rate for the transaction was clearly erroneous. This repudiation shall apply even if G&SR has already fulfilled the order before recognizing the error.

9.2 Notice of Cancellation

G&SR will notify User of any cancelled OmniPay order and will hold the funds delivered to G&SR until a new OmniPay order is entered and fulfilled or until User requests a return of the funds. If G&SR does not hear from User within three (3) business days following delivery of notice of the order cancellation, G&SR will return the funds to User, less any applicable fees. G&SR will assess a fee for the cancellation of an OmniPay order and for any return of funds to User.

10. Electronic Fund Transfers

If Remittance or Payment requires a transfer from User's bank account, User will provide G&SR with an authorization to access User's bank account.

11. Disputes Between Users

11.1 Any disputes that arise between Users are not the responsibility of G&SR.

11.2 User acknowledges that OmniPay is not an escrow service, and understands that G&SR does not make any guarantees regarding purchases made via OmniPay. User acknowledges that G&SR does not ensure the quality, safety, or legality of any merchandise received, nor that the seller will even ship the merchandise.

12. Indemnification

User agrees to indemnify and hold harmless G&SR, its agents, affiliates, officers, directors and employees from any claim or demand whatsoever relating to or arising out of User's use of OmniPay, except for any loss caused by negligence or willful misconduct of G&SR.

13. Acknowledgment of Risk

Use of OmniPay exposes User to the risk of loss of market value. In particular, acquiring, owning and using precious metals as money involves market risk and is not suitable for all persons. User represents that he has read and understands this Agreement and represents that he is aware of the nature and extent of his rights and the risks involved under this Agreement. User further acknowledges his understanding that transactions subject to this Agreement are cash trades with G&SR and that such trades are not subject to regulation by the Commodity Futures Trading Commission or the National Futures Association.

14. Tax Consequences

Any tax consequences of OmniPay transactions are the sole responsibility of User.

15. Processing Delays Outside the Control of G&SR

G&SR shall make reasonable efforts to ensure that OmniPay orders involving other systems, including but not limited to the banking system, postal system, and other payment systems, are processed in a timely manner. However, G&SR makes no representations or warranties regarding the performance of any system outside its control, and disclaims any responsibility whatsoever for processing delays associated with systems outside its control. G&SR shall not be liable for any actual or consequential damages arising from any claim of delay, except as otherwise provided in this Agreement.

16. User Interface

G&SR will provide and maintain a cryptographically secured self-service online user interface. User can enter Exchange orders through the OmniPay website 24 hours a day, 7 days a week. After User has committed the Exchange order, G&SR will provide User with a confirmation number. G&SR will maintain and make available to User through the website information regarding the status of each Exchange order.

17. Privacy

17.1 G&SR will produce and maintain a Privacy Policy, which will be publicly available at the OmniPay website. In the event of any conflict between the Privacy Policy and this Agreement, the terms of this Agreement will control.

17.2 Unless (i) necessary for completing payments, (ii) otherwise approved by User, (iii) ordered by a court or arbitration body of acceptable jurisdiction, as determined by G&SR, or (iv) required for the submission of a U.S. Department of the Treasury Form 8300, G&SR shall not reveal User's contact or identifying information or transaction history to any third party.

17.3 G&SR will not store Passphrase in plaintext. No employee of G&SR will ever ask for User's Passphrase.

18. Exchange Market

18.1 While G&SR intends to offer Exchange services as defined in this Agreement, there is no guarantee that G&SR will continue to do so.

18.2 G&SR acts as a principal and as such engages in Exchange transactions with User on its own behalf. It is not a public exchange. Exchange rates are established by G&SR and may change many times during the day. G&SR's Exchange rates are not necessarily tied to "prices" as quoted by any other organization.

18.3 G&SR reserves the right to increase or decrease its spreads at its sole discretion at any time.

19. Assignment

G&SR reserves the right to appoint third parties to fulfill specified roles, at its discretion.

20. Value Limits

G&SR may set value limits on individual and aggregate Exchange transactions based on the sufficiency of the identifying information provided by User or based on the need for making an orderly market.

21. Fees

G&SR reserves the right to assess and collect fees for its services. All fees are disclosed on the OmniPay website and automatically are calculated and disclosed before User confirms an Exchange order. G&SR reserves the right to change its fees prospectively at any time and at its sole discretion.

22. Force Majeur

G&SR will not be responsible for delays or failures in the transmission, receipt or execution of orders, Remittances, Payments, deliveries, or information due to events or systems beyond its control. The obligations of this contract precede any government enactment. G&SR is not responsible for any loss, damage or injury resulting from any event or system beyond its control.

23. Right of Association

G&SR reserves the right to refuse service to particular individuals or entities, at its sole discretion, with or without cause.

23.1 Refusal with Cause

G&SR reserves the right to refuse to fulfill any Exchange transactions, with cause:

23.1.1 G&SR will not fulfill any Exchange transactions ordered by User if User uses, or attempts to use the OmniPay service in connection with tampering, cracking, modifying or otherwise corrupting the security or functionality of the OmniPay services or the e-gold system. Additionally, User will be subject to damages and other penalties, including criminal prosecution where available and the notification of the general public of User's actions, at the sole discretion of G&SR.

23.1.2 G&SR will not fulfill any Exchange transactions ordered by User, if ordered to do so by an order from a court or arbitration body of acceptable jurisdiction.

23.2 Refusal without Cause

If G&SR refuses service to User without cause G&SR will not fulfill any Exchange transactions ordered by User.

24. Trademarks

G&SR retains all right, title, and interest in and to trademarks. User shall only use G&SR trademarks with the express permission of G&SR. User shall not use the trademarks in any manner that is disparaging to G&SR. Under no circumstances may a User alter, modify, or change G&SR's trademarks.

25. Arbitration

Any controversy or claim arising under or related to this Agreement shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association before a single arbitrator appointed by mutual consent of the parties to this Agreement. The language of the arbitration shall be English.

26. Waiver

Failure to exercise or delay in exercising any right, power or remedy hereunder by G&SR shall not operate as waiver thereof, nor shall any single or partial exercise of any right, power or remedy of G&SR hereunder preclude any other or future exercise thereof or the exercise of any other right, power or remedy.

27. Assignment

The provisions of this Agreement shall be continuous and shall inure to the benefit of G&SR, its successors and assigns, and shall be binding upon User and/or the estate, personal representatives, administrators and successors of User. G&SR may assign its rights and delegate its duties as to any or all transactions under this Agreement. User shall not delegate any obligations hereunder without the prior written consent of a duly authorized officer of G&SR and any attempt at such delegation without such consent shall be void.

28. Jurisdiction

This Account Agreement is governed by the laws of Delaware as such laws are applied to agreements entered into and to be performed entirely within Delaware by Delaware residents.

29. Severability

In the event that any provisions of this Agreement shall be determined by an arbitration body or a court of competent jurisdiction to be unenforceable in any jurisdictions, such provision shall be unenforceable in that jurisdiction and the remainder of this Agreement shall remain binding upon the parties as if such provisions were not contained therein. The enforceability of such provision shall otherwise be unaffected and remain enforceable in all other jurisdictions.

30. Entire Agreement

This Agreement constitutes the entire and whole Agreement between User and G&SR and is intended as a complete and exclusive statement of the terms of the Agreement. This Agreement shall supersede all other communications between the parties. This Agreement may be amended only upon execution of a subsequent agreement or upon User's failure to object within 10 days to modifications posted on the OmniPay's website.