Exhibit 10.4

                                                                  Execution Copy
                                  Confidential
                               Marketing Agreement

     This Marketing  Agreement (the  "Agreement") is entered into as of the date
identified below (the "Effective  Date") by and between AOL Canada Inc. ("AOL"),
a Canada corporation with its principal place of business at 65 St. Clair Avenue
West,  7th Floor,  Toronto,  Ontario M4V 2Y7, and the marketing  partner  ("MP")
identified below (each, a "Party" and collectively, the "Parties").

<TABLE>
<S>                             <C>     <C>             <C>     <C>     <C>             <C>     <C>
Name of Marketing Partner ("MP"):       The Buck a Day Company Inc
Corporate Address:              465 Davis Drive Suite 226 Newmarket Ontario L3Y 2P1
MP Contact Person:              Dennis LaBuick                  Title:  President and Chief Operating Officer
Contact Phone:                  905-868-9477 x 159      Fax:    905-868-8022            E-mail: Dennis@abuckaday.com
Designated Product(s):          Computer Products and other Consumer Electronics
Distribution Start Date:        February 28, 2002               Total Subscription      $70 (12 months of unlimited AOL
                                                                Charge:                 access consumer offer)
</TABLE>

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  Parties  hereby  agree as
follows:

Distribution

1. In the Box CD-ROM. During the Term, MP shall at its own cost insert a package
containing  a CD-ROM  with AOL  Software  and  related  documentation  (the "AOL
Deliverables")  into each box for shipment or delivery of a  Designated  Product
(described  above). AOL shall manufacture and deliver the AOL Deliverables to no
more  than  four (4) MP  distribution  centres,  at AOL's  own  cost.  MP hereby
requests,  and AOL  hereby  agrees to supply,  an initial  order of a minimum of
1,500 AOL  Deliverables.  After  delivery of the  initial  order to MP, AOL will
fulfill  future orders of the AOL  Deliverables  within 90 days of AOL receiving
the Monthly  Report (as defined  below).  AOL may elect to limit  quantities  of
excess AOL  Deliverables  in MP's inventory from time to time,  consistent  with
commercially  reasonable  inventory  practices.  MP  covenants  to  distribute a
minimum of 1,000 AOL Deliverables in each calendar month of the Term.

2.  Preferred  Status.  MP hereby agrees that the AOL Software and the AOL-brand
Interactive  service (the  "Service")  shall be the  exclusive  ISP and Internet
service to be promoted and bundled  with the  Designated  Products.  "Exclusive"
herein means that the AOL Service is be only ISP  software/service to be bundled
with Designated  Products,  except for ISP software or services that are factory
installed,  or otherwise shipped with a pre-loaded operating system. In addition
MP shall prominently feature the AOL Service in all advertising, packaging other
promotion of the Designated Products.

3. Product  Feature  List. MP agrees to include the "AOL  Included"  logo and/or
"Twelve  Months of AOL  Membership  Included"  messaging  (or  other  applicable
messaging)  in the Product  Feature  List.  The  "Product  Feature  List" is any
statement  (or  sticker)  on the  outside  of the  packaging  of the  Designated
Products  describing,  for  example,  the MP website  product  descriptions,  or
product  features.  AOL agrees to provide required artwork or text copy for such
Product Feature List.

4.  Consumer  Offers  Available  for  Marketing  by MP.  During  the Term of the
Agreement,  the Parties  shall  discuss from time to time  special  programs and
consumer  offers for MP's use,  to market and promote the AOL Service as well as
to encourage sales of Designated Products.  The Parties will mutually agree upon
the scope and nature of such offers and the appropriate  sales and  distribution
channels for each different  promotional offering. As of the Effective Date, the
Parties  agree  that a "12  Months  Included"  AOL  Service  offer  shall be the
predominantly   promoted  offer  on  the  Designated  Product.  No  advertising,
packaging or other promotional  materials using the AOL brand or referencing the
AOL Service may be publicly  circulated  without  AOL's prior  written  approval
thereof.

5.  New  Releases  of AOL  Software.  AOL  further  agrees  to  provide  MP with
deployment  schedules for upgrades or new releases of AOL Software  sufficiently
in advance for MP to  facilitate  MP's  inclusion of such AOL Software  into new
builds of the Designated Products.

Payments and Terms

6. Total  Subscription  Charge. MP shall pay AOL the Total  Subscription  Charge
referenced above for each AOL Deliverable that MP requests in the Monthly Report
and  which AOL  supplies  to MP for  distribution  pursuant  to this  Agreement,
regardless of whether MP has or will actually distribute such AOL Deliverable to
a  consumer.   The  Parties  acknowledge  that  the  Total  Subscription  Charge
referenced  herein of seventy  Canadian  dollars  (C$70.00) is a wholesale price
negotiated  by the Parties in  reference to the specific "12 months of unlimited
AOL Service" consumer offer,  which MP shall offer to each consumer who acquires
a  Designated  Product.  In the event that a  different  consumer  offer is made
available to MP, a different Total Subscription Charge may apply.

7. Payment Terms.  All invoices are due and payable to AOL by MP forty-five (45)
days from date of each shipment of AOL  Deliverables. MP  acknowledges  that AOL
shall be


<PAGE>


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entitled  to  discontinue  the  shipment of AOL  Deliverables  to MP when any MP
payment  obligation to AOL has aged past 60 days,  until MP makes payment of all
such  obligations  in full. In the event that MP defaults in its payments to AOL
such that AOL terminates  this Agreement  pursuant to Section 11 below, MP shall
reimburse AOL for the production cost of any AOL Deliverables  ordered by AOL in
good faith pursuant to a Monthly Report  (defined below) provided by MP prior to
such termination by AOL.

Monthly Reporting

8.  Forecasting.  MP shall  provide  to AOL a monthly  report  containing  (a) a
forecast  of the  number  of AOL  Deliverables  MP  reasonably  expects  will be
required for the next-following 120 days;  (b) a statement of  the number of AOL
Deliverables  distributed in the previous month; (c) an accounting of the number
of AOL Deliverables remaining in MP's inventory;  and (d) such other information
as AOL may reasonably request (the "Monthly Report").

Miscellaneous

9. Future  Activities.  MP and AOL agree to discuss in good faith additional and
further  opportunities to exploit each other's marketing channels on terms to be
agreed,  including  online  promotion of MP and its products on the AOL Service,
and additional Software distribution  activities.  In addition, the Parties wi11
explore and develop, if technically feasible,  alternative  registration methods
for the AOL Service such that MP's customers would not be required to meet AOL's
existing credit-card requirements.

10.  Term.  Unless  earlier  terminated  as set forth  herein,  the term of this
Agreement  will begin on the  Effective  Date and continue for a period of three
(3) years (the "Term").

11. Termination. Except as expressly provided elsewhere herein, either Party may
terminate  this  Agreement  at any time (a) in the  event of a  material  breach
hereof by either  Party which  remains  uncured  after  thirty (30) days written
notice thereof to the other Party; or (b) immediately  following  written notice
to the other  Party if the other  Party (i) ceases to do  business in the normal
course,  (ii) is the subject of any  proceeding  related to the  liquidation  or
insolvency  (whether  voluntary or  involuntary)  which is not dismissed  within
ninety  (90)  calendar  days,  or (iii) makes an  assignment  for the benefit of
creditors.  Upon  expiration  or  termination,  the  Parties  shall each use all
reasonable  efforts  to  return  the  other  Party's  materials  as  soon  as is
reasonably  practical,  and settle  undisputed  accounts in accordance  with the
provisions of this Agreement.

12. Renewal.  This Agreement may be extended for subsequent  one-year terms only
by mutual written agreement of the Parties.

13. Notices. Any notice, approval,  request,  authorization,  direction or other
communication  under this  Agreement will be given in writing and will be deemed
to have been  delivered and given for all purposes:  (i) on the delivery date if
delivered through a confirmed facsimile or if delivered  personally to the Party
to whom the same is directed;  (ii) one (1)  business  day after  deposit with a
commercial  overnight carrier,  with written  verification of receipt,  or (iii)
five (5) business days after the mailing date, whether or not actually received,
if sent by regular mail, return receipt requested,  postage and charges prepaid,
to the  Party at the  address  specified  above.  Notice  to AOL shall be to the
attention of the Vice President, Marketing (Fax No. 416-960-6502) with a copy to
to General Counsel (Fax No. 416-960-6560).

Legal Terms and Conditions

14. This Distribution  Agreement hereby  incorporates those Standard Legal Terms
and           Conditions           located          at          the          URL
http://www.aol.ca/info/legal_takeone_terms.adp.  MP  confirms  that  it has  has
read,  understands,  and agrees to the adoption and  incorporation  by reference
herein of such Standard Legal Terms and Conditions.

IN WITNESS  WHEREOF,  the Parties  hereto have  executed  this  Agreement as of:
February 25, 2002.

AOL CANADA INC.                         THE BUCK A DAY COMPANY INC.




By:  Catharine H. Pearce     /s/ Catharine H. Pearce
     -----------------------------------------------
                                             25/2/02

Title: Vice President, Marketing
       ---------------------------------------------

By:  Dennis LaBuick     /s/ Dennis LaBuick
     -----------------------------------------------

Title: President & Chief Operating Officer
       ---------------------------------------------