CONSULTING AGREEMENT

CONSULTING AGREEMENT

      THIS AGREEMENT made as of the 23 ^RD day of February, 2007 among WORDLOGIC CORPORATION , a corporation under the laws of Nevada having its principal business office at Suite 2400, 650 West Georgia Street, Vancouver, British Columbia, V6B 4N7, Canada (the “Company”), and 658800 B.C. Ltd. , having its principal business office at 5543 Wallace Ave., Delta, BC, V4M3X5 (the “Consultant”).

WITNESSES THAT WHEREAS :

A. The Company is engaged in the business of research, development, marketing, distribution and licensing of software tools for enabling data entry on personal computing devices and like devices on a number of different platforms and the provision of services in support thereof (the “Business”).

B. The Consultant desires to aid and assist the Company as a consultant by providing certain business development services to the Company and the Company desires to engage the Consultant for those purposes, on the terms and conditions of this Agreement.

NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, the parties hereto covenant and agree as follows:

1. Engagement . The Company does hereby appoint and engage the Consultant as its consultant and advisor with respect to the services referred to in Section 2 hereof, for the compensation and the term hereinafter set forth, and the Consultant hereby accepts such appointment and engagement by the Company, all upon and subject to the terms and conditions of this Agreement.

2. Services . During the Term, the Consultant agrees to provide to the Company in a good and faithful manner, using its best efforts and in a manner that will promote the interests of the Company, such advisory and consulting services (the “Services”) as the Company may request from time to time. The Company and the Consultant agree that in providing the Services, the Consultant shall be responsible to and shall report to President and Chief Executive Officer of the Company or to such other person as board of directors of the Company shall from time to time designate (the “Representative”).

3. Limited Authority as Agent . The Consultant agrees not to act as an agent of the Company except with the express prior written authority of the Company. Without limiting the generality of the foregoing, the Consultant shall not commit or be entitled to commit the Company to any obligation whatsoever nor shall they incur or be entitled to incur any debt or liability whatsoever on behalf of the Company, without in each case the express prior written authority of the Company. Any obligations, debts or liabilities incurred other than as aforesaid shall be exclusively for the account of the Consultant.

4. Term and Renewal . The Term shall commence on the date of this Agreement and automatically cease on the date that is twelve ( 12 ) months after the date of this Agreement (such

period or any extension thereof is referred to herein as the “Term”), unless earlier terminated as hereinafter provided or unless the parties have agreed to renew this Agreement. The Company and the Consultant may extend the Term on similar terms and conditions by further agreement in writing to that effect with the exception of the amount of the Fee to be paid to the Consultant which may be revised or increased at the sole discretion of the Company.

5. Termination by the Parties . The Consultant and the Company shall have the right to terminate this Agreement at any time without cause by giving to the other parties at least sixty (30) days prior written notice of the effective date of such termination. The Company shall always have the right in lieu of the notice period to pay to the Consultant an amount equal to the amount of the Fee that would be earned by the Consultant during the notice period if the Consultant were to provide the Services during the notice period in accordance with this Agreement.

6. Termination with Cause . The Company shall always have the right to terminate this Agreement for just cause or any breach of this Agreement without any prior notice or any payment to the Consultant.

7. Automatic Termination . This Agreement and the Term shall terminate automatically, without any prior notice or any payment to the Consultant, on the death or total disability of the Consultant.

8. Fee . Provided the Consultant renders the Services satisfactorily in accordance with this

Agreement, and provided the Consultant is not in default under this Agreement, the Company agrees to pay to the Consultant for the Services rendered by the Consultant during the Term, a fee in the amount of $7,500 ($CAD) for each month of Services (or equivalent) provided (the “Fee”).

9. Expenses . The Company agrees to pay or promptly reimburse the Consultant for the extraordinary traveling, entertainment, telephone and other expenses actually and properly incurred by the Consultant at the specific request of the Company in connection with the provision of the Services by the Consultant under this Agreement. Such payment of or reimbursement for expenses shall be subject to the Consultant keeping proper accounts and furnishing to the Company within 30 days after the date the expenses are incurred, all applicable statements, vouchers and other evidence of expense. In the event that it is necessary for the Consultant to incur an expense that exceeds the sum of $500.00 (the “Threshold Amount”) on behalf of the Company in connection with the rendering of the Services, the Consultant shall obtain the prior written approval of the Representative to such expense prior to incurring the expense.

10. Disclosure of Conflicts of Interest . During the Term, the Consultant shall promptly, fully and frankly disclose to the Company in writing:

In this Agreem