PRIVATE AND CONFIDENTIAL

David Goldman

January 29, 2003

Chairman and CEO

Intasys Corporation

388 St. Jacques Street West

8th Floor

Montreal, Quebec H2Y 1S1

1.

Services to be rendered :  The services that Maxim will render to the Company under the terms of this Agreement will include the following:

a)

Maxim will provide the following strategic advisory services (“Advisory Services”):

i)

advise Intasys with respect to its strategic planning process and business plans including an analysis of markets, products, positioning, financial models, organization and staffing, potential strategic alliances, capital requirements, valuation and funding. To prepare for this advisory function, Maxim will perform a due diligence review of Intasys;

ii)

work closely with Intasys’s management team to develop a set of long and short-term goals with special focus on enhancing corporate and shareholder value. This will also include assisting Intasys in completing a “gap analysis,” i.e., helping Intasys determine key business developments and actions, including review of financing requirements and Intasys’s capital structure, intended to help enhance shareholder value and Intasys’s exposure to the investment community and; !

iii)

review the Company’s presentation and marketing materials and other materials used to present the Company to the investment community.

b)

Maxim will help Intasys develop and evaluate financing or capital raising alternatives including public and private issues of equity or debt, as appropriate from time to time (“Banking Services”).

i)

Public Offerings : In the event of a public offering, Maxim will have the right of first refusal to act as lead or co-underwriter. Maxim will work with the Company to manage the process of identifying, evaluating and selecting any other underwriters. Maxim will prepare a comprehensive letter of intent for the proposed transaction that will be provided to Intasys and will supplement the terms of this Agreement. If Maxim is not selected as the lead manager in a public offering, Intasys will use its best efforts to ensure that Maxim receives at least 50% of the share allocation and 50% of the total underwriting fees.

ii)

Private Placements : Maxim will have the right of first refusal to act as placement agent for any private placement. Maxim will prepare a comprehensive letter of intent for the proposed transaction that will be provided to Intasys and will supplement the terms of this Agreement.

c)

Maxim will provide Intasys with merger and acquisition services (the “M&A Services”). Maxim will assist the Company in determining acquisition or strategic partnering strategies and tactics from time to time, as appropriate. Maxim will advise and assist Intasys in identifying, evaluating, negotiating and structuring acquisitions, or strategic investments or partnerships which may be accomplished through a purchase or sale of all or a portion of the stock or assets, a merger or reverse merger, joint venture, licensing or marketing agreement or arrangement or other business combination or arrangement (“Transaction”) with any entity (“Candidate”). A strategic investment will include any investment or exchange of cash, equity, warrants, assets or debt as part of a business relationship with a third party, or any investment made directly by a third party in the Company subject to a term sheet or agreement not marketed or syndicated beyond a specific investor.

d)

If requested by Intasys, Maxim will communicate its willingness to provide an opinion of fairness (a “Fairness Opinion”) of a particular Transaction to the Company, and if Maxim determines that it is able to provide such a Fairness Opinion, it will allow it to be used in connection with materials filed or submitted to the Securities and Exchange Commission, or included in information mailed to shareholders of Intasys in connection with each transaction.

2.

Compensation and Expenses.

a)

As compensation for providing the Advisory Services hereunder, Intasys will pay Maxim a retainer of $25,000, payable as follows: $15,000 upon execution of this Agreement and $10,000 on the thirtieth day after the execution of the Agreement. Beginning on the thirtieth day following the execution of the Agreement Intasys will pay to Maxim an additional fee of $5,000 at the beginning of each subsequent month that the agreement is in force.

b)

Upon execution of this Agreement, Intasys will grant Maxim a warrant (“Advisory Warrant”) representing 25,000 shares of the Company’s common stock with an exercise price of $2.15. The Advisory Warrant will contain provisions for, among o