EMPLOYMENT AGREEMENT

WHEREAS the Corporation is desirous of employing the Executive in the position of President and Chief Executive Officer of the Corporation;

AND WHEREAS the parties hereto wish to confirm the terms and conditions relating to the Executive’s employment with the Corporation;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1.01 Employment of Executive: In accordance with the terms and conditions of this Agreement, the Corporation hereby employs the Executive and the Executive hereby accepts employment with the Corporation as its President and Chief Executive Officer.

1.02 Duties of Employment: The Executive shall have such duties typically associated with the titles of President and Chief Executive Officer and shall exercise such power and authority as may be commensurate with such duties. The Executive shall well and faithfully serve the Corporation and use his best efforts to promote the interests and goodwill of the Corporation during the term of his employment hereunder. The Executive shall devote his full time and energy to the Corporation and shall perform his duties and exercise such powers as may be consistent with the position of the Executive. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (a) serve on corporate (subject to prior approval of the Board of Directors of the Corporation (the “Board”)), civic or charitable boards or committees, or (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Corporation in accordance with this Agreement.

1.03 Term: The initial term of employment of the Executive shall commence with effect from the date hereof and shall continue for a period of 10 years unless terminated in accordance with the provisions of this Agreement. At the end of the initial term, the term of employment of the Executive shall renew for successive two (2) year terms, subject to earlier termination in accordance with the terms of this Agreement, unless the Corporation or the Executive delivers written notice to the other at least six (6) months prior to the expiration date of the then current term of employment.

1.04  Appointment: The Executive agrees to accept appointment to the Board of the Corporation.

2.01 Base Salary: The Executive’s base salary shall be one hundred fifty thousand United States dollars (US $150,000) per annum payable in equal bi-weekly instalments, not in advance, exclusive of bonuses, benefits and other compensation, but subject to applicable statutory deductions (“Base Salary”).

2.02 Review: The Base Salary will be reviewed by the Board on an annual basis, and may, in the sole discretion of the Board, be increased.

2.03 Bonus. During the term of this Agreement, the Executive shall be entitled to receive on a fiscal year basis a cash bonus (the “Bonus”) from the Corporation determined in the discretion of the Board, provided that such bonus shall not be less than two percent (2%) of the Corporation’s EBITDA.

2.04 Stock Option: At the sole discretion of the Board, the Executive may be granted options to purchase common shares in the capital of the Corporation in accordance with any Incentive Stock Option Plan, and the current practice of the Corporation with respect to specific terms. Notwithstanding the foregoing or any other provision of this Agreement, in each year of this Agreement, the Board shall grant to the Executive at least as many options with at least as favourable an exercise price as are granted to any other person or entity (together with their affiliates) in each year, The Executive understands and agrees that upon the termination of his employment by the Corporation, whether such termination occurs with or without notice and with or without just cause, then, all rights that the Executive may have otherwise had in respect of stock option(s) shall terminate effective as of and from one (1) year after the date on which the Executive receives notice of such termination.

3.01 Vacation Entitlement: The Executive’s vacation entitlement shall be six (6) weeks in each year of employment. Any vacation time not taken by Executive during any calendar year may be carried forward for up to two (2) calendar years. In selecting such vacation time the Executive undertakes to consider the exigencies of his office.

3.02 Insurance Benefits: The Executive shall be entitled to participate in any plan with respect to medical, dental and other benefits established by the Corporation. The Corporation agrees that the Executive’s benefits pursuant to any such plans shall be paid for by the Corporation to the extent that the Executive so desires. The Corporation shall procure directors and officers insurance and errors and omissions insurance both of which shall include the Executive as an insured.

3.03 Life Insurance: The Executive agrees to co-operate with the Corporation in the event that it wishes to put into place insurance on his life or key-man insurance, provided that any premiums associated with such insurance shall be paid by the Corporation.

3.04 Other Expenses: The Executive shall be entitled to reimbursement for all travelling, entertainment and other expenses incurred by the Executive on behalf of the Corporation in the course of the performance of his duties, upon production of appropriate receipts and invoices, forthwith after review and approval.

3.06 Work Location and Facilities: Notwithstanding any current or future location of the Corporation’s headquarters or facilities, the Executive shall be located and perform his duties on a day to day basis from Toronto, Canada or such other city as the Executive chooses, provided that Executive agrees to travel as necessary from time to time to fulfil his duties. The Corporation shall furnish the Executive with a downtown office, a personal assistant (or other secretarial help) and services suitable to his position and adequate for the performance of his duties hereunder.