EMPLOYMENT AGREEMENT

A.  

The Company and the Employee (“Parties”) have agreed to enter into this Agreement (“Agreement”) relating to the employment of the Employee by the Company.

B.  

The Employee has agreed to provide such services as an Employee upon the terms and conditions hereinafter set forth.

1.  

Engagement of Employee

1.1  

The Corporation hereby engages the Employee as President & CEO of the Corporation and the Employee hereby accepts such employment.

1.2  

The Employee shall perform all such acts and do all such things as and when the same may be necessary to properly and efficiently carry out the duties of President & CEO of the Corporation which duties shall include but shall not be limited to:

ii.  

exercising general direction and supervision over all activities of the Corporation;

iii.  

generally at all times abiding by all lawful directions given Him by the Board of Directors of the Corporation.

1.3  

The Employee shall at all times use His best effort to advance the interests of the Corporation, and shall faithfully, industriously, and to the best of His abilities; act as an Employee of the Corporation in accordance with the terms and conditions of this Agreement.

1.4  

The Employee warrants and represents to the Corporation that He is not party to any agreement or subject to any court order, which would prevent the Employee from providing the services.

2.  

Remuneration

2.1  

Salary. The Company shall pay the Employee a gross salary (before standard deductions) of $160,000 per year (the “Salary”) in consideration of the duties performed by the Employee. The Company shall make all payments in respect of the Salary to the Employee in equal installments on a bi-monthly basis commencing on the first payroll date of the Company after the date hereof.  The Employee’s Salary shall be reviewed on an annual basis in each year of this Agreement during the term of this Agreement beginning January 1, 2010.

2.2  

Bonus.  The Employee will be eligible to receive a company incentive bonus (“Bonus”) for the following:

i.  

For any product or technology license fee, the Employee will receive 1% on any amounts less than or equal to $1 million and ½ % on any balance and;

ii.  

If no license fee is paid, the Employee will receive 1% of royalty fees and;

iii.  

The Employee will receive 1% of all financing and loans generated for the Company not exceeding 50% of his Salary and;

iv.  

If the Company is acquired (“Change of Control”), as defined in Section 4.5, the Employee shall receive a bonus of 1% of the acquisition price of the Company;

v.  

All Bonuses will be paid within 15   days of receipt of payment (“Payment Date”) and;

vi.  

The Employee has the option to convert the Bonus to common shares, free from any restrictions, equivalent to the average closing share price on the 5 (five) days preceding the Payment Date less a discount of 10% and;

vii.  

The Bonus described in Section 2.2 will cease upon termination of this agreement.

2.3  

Benefit Programs.  The Employee will receive such benefits and awards, including without limitation stock options and restricted share awards, as the Board shall determine and will be eligible to participate in all Employee benefit plans and programs of the Company from time to time in effect for the benefit of senior executives of the Company.

2.4  

Expenses.  The Company shall reimburse the Employee for reasonable travelling and other expenses actually and properly incurred by the Employee in carrying out His duties hereunder, provided that proper receipts, invoices or vouchers supplied to the Company, support such expenses.  The Company will provide the Employee with an automobile to be leased and the Company will reimburse the Employee for reasonable automobile expenses. The company shall also reimburse the Employee for living expenses not to exceed $2,000 per month.

2.5  

Vacation.  The Employee agrees to perform His duties on a continuous and full-time basis, provided that the Employee shall be entitled on reasonable prior written notice to 4 (four) weeks annual vacation during each year of the term of this Agreement. In the event the Employee is not able to take the vacation as earned He may elect to receive the vacation time in pay or extend to the next year.

3.  

Term of Employment

3.1  

The Company agrees to continue to employ the Employee, and the Employee agrees to remain in the employment of the Company, in accordance with the terms and provisions of this Agreement, for the period set forth below (“Employment Period”).

3.2  

The Employment period under this Agreement shall commence as of January 1, 2009 and, subject only to the provisions of Section 4, below relating to termination of employment, shall continue until (i) close of business December 31st, 2012 or (ii) such later date as shall result from the operation of subparagraph (3.3) below (“Terminal Date”).

3.3  

Commencing on January 1, 2009 and on the first business day of each month thereafter (such date and each such first business day, “Renewal Date”) the Terminal Date set forth in subparagraph (3.2) above shall be extended so as to occur thirty six (36) months from the Renewal Date unless either the Company or the Employee shall have given written notice to the other Party on or before such Renewal Date that the Terminal Date is not to be extended.

3.4  

The Company agrees that during the term of employment it will not transfer the employee to any other location further than 50 miles from the existing location. Any such relocation would be a Company breach of this Agreement and the Company would be liable to pay the Employment Agreement in full as if the Employee had worked until the expiration date.

4.  

Termination of Employment.

4.1  

Resignation.  The Employee may terminate His employment at any time and for any reason by giving the Company a written notice of termination to that effect at least 60 days before the date of termination.  Employee shall be entitled to receive (i) His base salary pursuant to Section 2 and any other compensation and benefits to the extent actually earned by the Employee pursuant to this Agreement or any benefit plan or program of the Company as of the date of such termination at the normal time for payment of such salary, compensation or benefits, and (ii) any reimbursement amounts owing under Section 2.4.

4.2  

Termination by the Company Other Than For Cause.  The Company may terminate the Employee’s employment at any time and for any reason by giving Him written notice of termination to that effect at least 90 days before the date of termination. In the event the Company terminates the Employee’s employment