Filed by Automated Filing Services Inc. (604) 609-0244 - Forum National Investments Ltd. - Exhibit 4.2






Exhibit 4.2 

COMMISSION AGREEMENT 

This Agreement made as of the 1st day of January1, 2004. 

BETWEEN: 

FORUM NATIONAL INVESTMENTS LTD.,
(the "Company") an 
Ontario Corporation with offices at 440-375 Water Street,
Vancouver, 
British Columbia, V6B 5C6 

AND: 

4226054 Canada Inc., (the
"Operator") an Ontario Company with
offices at 310 Wellington Road East,
London Ontario, N6C 4P4 

WHEREAS: 

	A. 	
      the Company is engaged in the business of, inter alia,
      selling memberships in the Snowbird Vacation Club (the "Club");

	 	 
	B. 	
      the Operator proposes to become engaged in the sale of
      memberships in the Club for and on behalf of and as the authorized agent
      of the Company (the "Business") from the Company’s premises located at 310
      Wellington Road East, London Ontario, N6C 4P4, Ontario, (the "Premises");
      and

	 	 
	C. 	
      the Company has agreed to permit the Operator use the
      trade name "Snowbird Vacations" in the sale of memberships in the Club
      from the Premises for the term of this Agreement as more particularly
      provided herein.



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises and the mutual covenants and agreements contained herein, the
Company and the Operator covenant and agree each with the other as follows: 




- 2 - 

Trade Name 

	1.1 	
      So long as the Operator continues to operate the Business
      and is not in breach of any of the terms and conditions contained herein,
      the Company hereby grants to the Operator the right to use and display the
      trade name "Snowbird Vacations" (the "Trade Name") for use in connection
      with the operation of the Business at the Premises.

	 	 
	1.2 	
      The Operator shall operate the Business utilizing the
      Trade Name without any accompanying words or symbols of any nature unless
      first approved by the Company.

	 	 
	1.3 	
      The Operator shall use the Trade Name only in connection
      with the sale of memberships in the Club approved in advance by the
      Company and for no other purpose.

	 	 
	1.4 	
      Neither this agreement nor the operation of the Business
      shall be deemed to confer upon the Operator any interest in the Trade Name
      or any trade mark except the right to use them in accordance with the
      terms hereof and the Operator agrees not to use them in any manner
      calculated to represent that the Operator is the owner.

	 	 
	1.5 	
      Prior to any use by the Operator of any additional or
      substitute trade marks or trade names, the Operator shall if so requested
      by the Company and at the Operator's own expense amend all signs to
      explicitly refer to each of these additional or substitute trade marks or
      trade names.

	 	 
	1.6 	
      On the expiration of the term of this agreement or any
      renewal thereof or upon the earlier termination of this agreement by
      reason of default of the Operator or any other reason whatsoever, the
      Operator agrees that it shall immediately cease the use of the Trade Name
      or any other trade names of the Company in any way or
  form.



Payments 




- 3 - 

	2.1 	
      The Operator will sell Snowbird Vacations International
      Travel Club memberships from Forum National Investments Ltd Premises
      located at located at 310 Wellington Road East, London Ontario, N6C 4P4,
      Ontario. Sufficient secure office space shall be made available within the
      Premises to operate the Company’s Snowbird Vacations Travel Services at no
      cost to the Company. The cost to operate the Premises and hire additional
      Snowbird Vacations Travel Services staff to operate for extended hours
      shall be borne by the Operator.

	 	 
	2.2 	
      The Operator may sell Snowbird Vacations International
      Travel Club memberships from the Premises to individuals financed with a
      Promissory Note to the Company. All Promissory Notes generated by the
      Operator shall be in the name of Forum National Investments LTD. The term
      and interest rate on the Promissory Note shall be agreed upon. at prices
      agreed upon. 100% of the payment (principle and interest) of the
      Promissory Note shall be paid into the Company. The Company after
      deducting for G.S.T. payable on the payment, 90% of the payment shall be
      due to the Operator as a commission. The Operator waives the right to any
      G.S.T. Input Tax Credit as partial consideration of administration and
      merchant services.

	 	 
	2.3 	
      All new memberships sold from the premises shall have the
      Monthly Membership Dues set at $24.95 a month payable to the Company. Of
      the monthly membership dues received by the Company from memberships
      initially sold by the Operator, $7.00 shall be due to the Operator as a
      commission prior to the Company deducting G.S.T.

	 	 
	2.4 	
      Fees of the Company’s accountants or bookkeepers incurred
      in connection with the Operator's accounting, bookkeeping, record keeping
      system, and processing of membership monthly finance charges, shall be
      charged to the Operator at a rate of $5.00 per month for each Financed
      member processed via Electronic Funds Transfer or Credit Card Merchant
      Services. $8.00 per month for each Financed member rejected via Electronic
      Funds Transfer and $10.00 per month for each Financed member rejected via
      Credit Card Merchant Services. Any transactions resulting in refunds to be
      issued to a members via Electronic Funds Transfer, Credit Card Merchant
      Services or issuing of a cheque drawn on Forum National Investments Ltd
      shall be charged $25.00.







- 4 - 

	2.5 	
      All addendums, additional obligations and covenants
      outside of the Standard Snowbird Vacations International Membership
      contract shall be the obligation of the Operator. All payments made by the
      Company to satisfy these obligations shall be deducted by the Company from
      monies due.

	 	 
	2.6 	
      Inclusion of dues in the sale of a membership shall be
      prohibited. All membership sales including “first year of dues” or other
      give aways or inclusions shall immediately become due and payable to the
      Company.

	 	 
	2.7 	
      The payments to the Operator by the Company shall be paid
      to Operator without prejudice to the Company's right to examine the
      Operator's books and records as provided for herein and to require
      adjustment thereto if the same shall be warranted by such
    examination.



Accounting System 

	3.1 	
      The Operator shall establish a bookkeeping, accounting,
      and record keeping system conforming to the requirements reasonably
      prescribed from time to time by the Company including, but without
      limiting the generality of the foregoing, the use and retention of cash
      register tapes, invoices, purchase orders, payroll records, cheque stubs,
      bank deposit receipts, sales tax records and returns, cash disbursement
      journals, and general ledgers together with any further and other records
      and documents that may from time to time reasonably be required by the
      Company to accommodate any changes in these systems including any
      computerized bookkeeping and accounting systems established from time to
      time.

	 	 
	3.2 	
      The Operator shall deliver on a weekly basis to the
      Companys’ administration offices the sales log for the week accompanied by
      all original membership contracts, promissory notes and addendums if any
      to such contracts.







- 5 - 

Right to Audit 

	4.1 	
      The Company shall have the right, at any time during
      normal business hours and without prior notice to the Operator, to inspect
      and audit, or cause to be inspected and audited, the business records,
      bookkeeping and accounting records, cash register tapes, invoices,
      purchase orders, sales records, cheque stubs, and bank deposit receipts of
      the Operator's Business carried on at the Premises, and the monthly
      reports and other information and supporting records which the Operator is
      required to submit to the Company hereunder.

	 	 
	4.2 	
      The Operator shall fully co-operate with representatives
      of the Company and independent accountants hired by the Company to conduct
      any inspection or audit.

	 	 
	4.3 	
      If any inspection or audit shall disclose any
      understatements of Gross Sales for any period or periods, the Operator
      shall pay to the Company, within TEN (10) days after receipt of the
      inspection or audit report the royalty and other sums due on account of
      that understatement. In addition a penalty of one Thousand dollars ($1000)
      shall be due and payable for each undisclosed membership
  contract.

	 	 
	4.4 	
      If an inspection or audit uncovers the failure of the
      Operator to furnish reports, statements, or other documentation as
      required herein or if an understatement of Gross Sales for any period is
      determined by any inspection or audit the Operator shall promptly
      reimburse the Company for the cost of that inspection or audit and the
      Company shall have the option of terminating this agreement within TEN
      (10) days of learning of understatement.



Condition and Appearance of Business 

	5.1 	
      The Operator agrees to maintain the condition and
      appearance of the Business in a manner consistent with the image of the
      Company and as an attractive, modern, clean, convenient, and efficiently
      operated office offering high quality, efficient and courteous
    service.







- 6 - 

	5.2 	
      If at any time in the Company's reasonable opinion the
      general state of repair, appearance, or cleanliness of the Business or its
      fixtures, equipment, or signs does not meet the Company's standards
      therefore, the Company shall so notify the Operator specifying the action
      to be taken by the Operator to correct that deficiency and the Operator
      shall initiate that action immediately upon receipt of that
  notice.

	 	 
	5.3 	
      If the Operator fails to take action within TEN ( 10 )
      days after receipt of notice from the Company, the Company may, without
      prejudice to any of its rights or remedies hereunder or otherwise at law
      or in equity, cause these repairs or maintenance to be done at the sole
      cost and expense of the Operator.

	 	 
	5.4 	
      The Operator shall reimburse the Company for the amount
      of these costs and expenses immediately upon demand therefore from the
      Company.



Compliance with Laws 

	6.1 	
      The Operator shall obtain all necessary permits and
      licenses required to operate the Business at the Premises and shall
      observe and comply with all relevant laws, by-laws, statutes, and
      regulations of all governmental and similar
authorities.



Term 

	7.1 	
      This agreement shall become effective as of the date of
      this agreement first above written and shall continue in effect for an
      initial term expiring on September 1, 2008 and with automatic renewal for
      another 5 year term. Unless this agreement is renewed the Operator shall
      immediately thereafter cease to sell Memberships and to use the Trade Name
      and any trade mark.







- 7 - 

Renewal 

	8.1 	
      If the Operator is not in default under this agreement,
      the Operator shall have the right at the expiration of the initial term to
      extend the term of this agreement for a further term upon the same terms
      and conditions that are contained herein so long as the Operator's lease
      for the Premises is renewed for a further term in accordance with the
      terms of the Operator's present lease for the Premises or any other term
      under any new lease of the Premises and provided further that that right
      of renewal must be exercised by the Operator giving the Company written
      notice of its election to exercise that right prior THREE (3) calendar
      months before the expiration of the term of this agreement.

	 	 
	8.2 	
      The renewal term of this agreement shall be the same
      duration as the renewal term for the lease for the Premises.

	 	 
	8.3 	
      There shall be no further right of renewal of this
      agreement after the expiration of this renewal term unless the parties
      agree in writing to the contrary.



Termination by Company 

	9.1 	
      If the Operator does not conduct its business in
      accordance with any requirement contained herein or shall fail to fulfill
      or comply with any term or provision of this agreement, the Company may
      terminate this agreement by giving to the Operator TWENTY-EIGHT (28) days
      written notice of termination.

	 	 
	9.2 	
      If the Operator has not cured that default within that
      FOURTEEN (14) day period, this agreement shall at the option of the
      Company terminate on the TWENTY-EIGHTH (28) day following the date of
      delivery of that written notice.







- 8 - 

Immediate Termination 

	10.1 	
      This agreement and the rights conferred upon the Operator
      hereunder shall automatically terminate immediately upon the happening of
      any of the following events:

	 	 	 
		10.1.1 	
      if the Operator commits an act of bankruptcy or becomes
      an insolvent person, if a petition in bankruptcy is filed against the
      Operator and is not discharged or disputed bona fide within SEVEN (7) days
      of that filing or if a receiving order is made against the
  Operator;

	 	 	 
		10.1.2 	
      if a receiver or other custodian (permanent or temporary)
      of the Business or any part thereof is appointed by instrument or by any
      Court of competent jurisdiction, if any proceeding for a composition with
      creditors under any federal or provincial laws instituted by or against
      the Operator or if distress, execution, seizure, or other analogous
      process be made against any of the assets of the Business;

	 	 	 
		10.1.3 	
      if any Order is made for the winding up of the Operator
      or the corporate existence of the Operator is terminated by any other
      means, whether voluntary or involuntary;

	 	 	 
		10.1.4 	
      if the Operator ceases or takes any steps to cease the
      operation of the Business;

	 	 	 
		10.1.5 	
      if there is any assignment or attempted assignment by the
      Operator of any interest in this agreement without the written consent of
      the Company first had and obtained;

	 	 	 
		10.1.6 	
      if the Operator for any reason ceases to function in the
      ordinary course of business as an operator of the Business for a period of
      SEVEN ( 7 ) days or more without the Company's prior written
    consent;







- 9 - 

	 	10.1.7 	
      if the Operator is convicted in a Court of competent
      jurisdiction for any violation of law tending in the Company's reasonable
      opinion, to adversely affect the operation or the Business of the Operator
      or the good name, goodwill, or reputation of the Company or the Company's
      services or the Company's trade marks;

	 	 	 
	 	10.1.8 	
      if there is any change in effective control of the
      beneficial ownership of the shares of the Operator;
and



Relationship 

	11.1 	
      The relationship between the Company and Operator
      hereunder shall be that of Operator with a right to market and sell
      Snowbird Vacations International Travel Club Memberships.

	 	 
	11.2 	
      No joint venture, partnership, agency, or other
      association shall be created by this agreement.

	 	 
	11.3 	
      The Operator is not the agent or legal representative of
      the Company for any purpose whatsoever and is not granted by the terms of
      this agreement or otherwise any express or implied right or authority to
      assume or create any obligation or responsibility on behalf of or in the
      name of the Company or to bind the Company in any manner or thing
      whatsoever.



Assignment 

	12.1 	
      The Operator shall not transfer or assign nor attempt to
      transfer or assign this agreement or any right, interest, or obligation
      hereunder without the prior written consent of the Company, which consent
      may be arbitrarily or unreasonably withheld.







-10- 

Entire agreement 

	13.1 	
      This agreement cancels and supersedes all previous
      agreements between the parties hereto in respect of the matters referred
      to herein.

	 	 
	13.2 	
      There are no other agreements or understandings, either
      oral or in writing, between the parties hereto affecting this agreement or
      relating to the sale of the Services or the operation of the Business
      except as otherwise specifically provided herein.



Severability 

	14.1 	
      If any provision of this agreement is deemed to be
      invalid or unenforceable, that provision shall be severable from the
      remaining provisions of this agreement and the remaining provisions of
      this agreement shall be valid and binding and of like effect as if those
      invalid and unenforceable provisions were not included
  herein.



Non-Waiver 

	15.1 	
      Failure of either party hereto at any time to require
      performance by the other party hereto of any provision hereof shall in no
      way affect the full right to require that performance at any time
      thereafter.

	 	 
	15.2 	
      The waiver by either party of a breach or any provision
      hereto shall not constitute a waiver of any succeeding breach of that
      provision or any other provision or constitute a waiver of the provision
      itself.



Notice 

	16.1 	
      Any notice required or permitted to be given hereunder by
      either party to the other under or in connection with this agreement shall
      be in writing and delivered personally or by registered mail to the other
      party at the address hereinbefore set out on page 1 of this
    agreement.







-11- 

	16.2 	
      Any notice, if delivered, shall be deemed to have been
      received on the date of receipt of delivery and if sent by registered
      mail, shall be deemed to have been received on the third business day
      following the posting of that registered mail, but in the event of
      disruption of postal service by labour dispute, force majeure, or other
      reason any notice shall not be deemed to have been received until actually
      received.



Headings 

	17.1 	
      The headings to the sections herein are inserted for
      reasons of convenience only and shall not be referred to in the
      construction or interpretation of any of the terms of this
    agreement.



Governing Law 

	18.1 	
      This agreement and the terms hereto shall be governed by
      and construed in accordance with the laws of the Province of British
      Columbia. Any dispute resolution or litigation shall be brought in court
      in the Province of British Columbia and governed by B.C.
  law.



Time of the Essence 

19.1 Time shall be of the essence of this agreement and of each
and every part hereof. 




-12- 

Enurement 

	20.1 	
      Subject to the restrictions on assignment contained
      herein, this agreement shall enure to the benefit of and be binding upon
      the parties hereto and their respective successors and permitted
      assigns.



IN WITNESS WHEREOF the parties hereto have executed this
agreement as of the day and year first above written. 

	The corporate seal of 	) 	  
	Forum National Investments LTD. was 	) 	  
	hereunto affixed in the presence of: 	) 	  
	  	) 	c/s 
	  	) 	  
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	  	  	  
	4226054 Canada inc. 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  
	  	) 	c/s 
	  	) 	  
	Authorized Signatory 	) 	  
	  	) 	  
	  	)