EMPLOYMENT AGREEMENT

WHEREAS the Corporation is desirous of engaging the Executive in the position of Chief Operating Officer and Vice President of Sales, of the Corporation;

AND WHEREAS the parties hereto wish to confirm the terms and conditions relating to the Executive’s engagement 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 Engagement of Executive: In accordance with the terms and conditions of this Agreement, the Corporation hereby engages the Executive and the Executive hereby accepts employment with the Corporation as its Chief Operating Officer and Vice President of Sales, and agrees to perform such other duties as may be reasonably determined and assigned to him from time to time by the President.

1.02 Duties of Employment: 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 engagement hereunder. The Executive shall devote such of his time and energy to the Corporation as shall be necessary to perform his duties and exercise such powers as may be consistent with his position. .

1.03 Reporting: The Executive shall comply with all lawful and reasonable orders given to him by, and shall report to, the President of the Corporation and shall comply with all reasonable requests from the President. He will advise to the best of his ability and in accordance with reasonable business standards on business matters that may arise from time to time during his employment hereunder.

1.04 Term: The appointment of the Executive shall commence with effect from the date hereof and shall continue for a period of five years unless terminated in accordance with the provisions of this agreement.

2.01 Base Remuneration: During the first year of this Agreement, the Executive’s base remuneration shall be one hundred and fifty thousand ($150,000) per annum payable in equal bi-weekly installments, not in advance, exclusive of bonuses, benefits and other compensation, but subject to applicable statutory deductions and contributions (“Base Remuneration”).

2.02 Review: The Base Remuneration will be reviewed by the Board of Directors of the Corporation (the “Board”) on an annual basis, and may, in the sole discretion of the Board, be increased.

2.03 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. The Executive understands and agrees that upon the termination of his engagement 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 120 days after the date on which the Executive receives notice of such termination.

2.04 Automobile Allowance: The Executive will pay to the Executive an automobile allowance of $600 per month. The Executive must provide his own vehicle.

2.05 Bonus:  The Executive shall be entitled to participate in any bonus plan established by the Board for the benefit of employees and Executives generally.

3.01 Vacation Entitlement: The Executive’s vacation entitlement shall be 6 weeks in each year of Engagement. 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 Group Insurance Benefit Plan established by the Corporation and shall be entitled to medical, dental and other benefits, in accordance with the provisions thereof. The Corporation agrees that the Executive’s benefits pursuant to any such plan shall be paid for by the Corporation to the extent that the Executive so desires.

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 traveling, 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, including all reasonable and related automobile expense.

3.05 Indemnity: The Executive shall be provided with an indemnity from the Corporation or such other entity, as the case may be, in such a form as is contained in the by-laws for such entity, or if no indemnity is provided therein then in such a form as is mutually acceptable to the Executive and the Board, acting reasonably.

4.01 Termination by Executive: The Executive may terminate his Engagement pursuant to this agreement by giving at least 12 month’s advance notice in writing to the Corporation. The Corporation may waive such notice, in whole or in part, by providing the Executive with a lump sum payment equivalent to the Executive’s Base Remuneration for the balance of the said notice period that remains outstanding on the date that the Corporation so exercises such waiver. The Executive understands and agrees that if the Corporation chooses to exercise the waiver referenced herein, then, the maximum period for which the Corporation shall be required to provide the said lump payment shall not exceed the outstanding balance of the twelve (12) month’s notice period referenced herein, whether or not the Executive voluntarily elects to provide more than twelve (12) month’s notice of his resignation from employment.

4.02 The Corporation may terminate the Executive’s Engagement without notice or payment in lieu thereof, for cause. In such event, the Executive shall be entitled to receive any amounts on account of Base Remuneration or expenses accrued and unpaid to the date of termination. For the purposes of this agreement “cause” shall include: