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Management Employment Agreement This Employment Agreement (this"agreement ") Is Made And Entered Into As Of February 4

Executive Employment Agreement

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MOBETIZE, CORP. | MOBETIZE CANADA INC

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Title: MANAGEMENT EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this"Agreement ") is made and entered into as of February 4
Date: 7/11/2016
Industry: Personal Services     Sector: Services

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Exhibit 10.11

MANAGEMENT EMPLOYMENT AGREEMENT

THIS   EMPLOYMENT   AGREEMENT   (this   " Agreement ")   is   made   and   entered   into   as   of   February   4,

2016   by   and   between Mobetize   Canada   Inc.   ("MOBETIZE   or   the   “Company”") ,   a   British   Columbia

Company    with    offices    at    1150-510    Burrard    Street,    Vancouver,    BC,    V6C    3A8,    Canada    and    Elena

Karamushko at 204-2638 Ash Street, Vancouver, BC, V5Z 4K3, Canada (the " Employee ").

W I T N E S S E T H:

WHEREAS, MOBETIZE is engaged in the business of providing various types of mobile payments

and mobile value added services; and

WHEREAS,   the   Employee,   by   education   and   experience,   possesses   qualifications   to   serve   as   an

Employee of MOBETIZE; and

WHEREAS,    MOBETIZE    and    Employee    wish    to    confirm    the    terms    and    conditions    of    such

Employee relationship as hereinafter set forth.

1.

Position and Job Description of Employee

Employee’s   position   with   MOBETIZE   is   a   “Chief   Financial   Officer”.   Employee   will   report   to

Ajay Hans, CEO   and Mobetize   Board of Directors.    Please note that   the   functions   listed   below   are not all

inclusive    and    may  at    the    sole    discretion    of    MOBETIZE    be    changed    to    fit    the    business    needs    of

MOBETIZE.  At present, the details are as follows:

Scope of the contract is outlined in Schedule A – scope of Work Doc.

2.

Term

MOBETIZE  hereby  agrees  to  employ  Employee  and  Employee  hereby  accepts  employment

pursuant  to   the  terms  and  provisions  of  this  Agreement,  effective  February   4,  2016.  Employee  also

understands   and   agrees   that   the   terms   of   this   Agreement   in   Sections:   4,   "Confidentiality,   Assignment   of

Work    and    Non-Solicitation"    (Schedule    B,    attached    hereto)    shall    survive    termination    of    the    other

provisions of this Agreement. The Agreement may be terminated in accordance with Article 5, as set forth

below.

3.

Compensation

Employee’s   remuneration   will   be   CAD   $10,416.67   per   month   and   will   be   paid   semi-monthly   on

the   15 th   and   last   day   of   the   calendar   month.   In   addition,   the   Employee   will   be   allocated   120,000   sign   in

stock options vesting immediately from the Employee Stock Options Plan (ESOP).

Employee   will   also   be   entitled   to   3   weeks   vacation   pay   in   a   calendar   year   and   the   Company’s

extended healthcare and dental plan.

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Exhibit 10.11

4.

Confidentiality, Assignment of Works and Non-Solicitation

The    terms    of    the    Confidentiality    /    Assignment    of    Works    and    Non-Solicitation    Agreement

(attached    as    Schedule    “B”)    shall    form    part    of    this    Agreement,    and    any    breach    of    the    attached

Confidentiality   /   Assignment   of   Works   and   Non-Solicitation   Agreement   shall   be   deemed   a   breach   of   this

Agreement.

5.

Termination of Employment

It is agreed that any termination of Employee’s employment shall occur on the following basis:

(a)

Without notice by MOBETIZE if just cause for termination exists.

(b)

Employee    may  resign    on    giving    MOBETIZE    four    (4)    weeks    written    notice    of    the

effective date of Employee’s resignation.

(c)

Upon   termination   of   this   Agreement   for   no   cause,   remuneration   payments   will   continue

according to British Columbia Employment Standards Act.

6.

No Conflict with Prior Obligations

Employee   hereby   represents   and   warrants   to   MOBETIZE   that   Employee   is   not   a   party   to   any

agreement,   or   otherwise   bound   by   any   duty   to   another   party   that   may,   in   any   way,   restrict   Employee’s

right   or   ability   to   enter   into   this   Agreement   or   perform   the   service   contemplated   under   this   Agreement.

Employee   further   represents   and   warrants   that   in   performance   of   the   services   contemplated   under   this

Agreement  Employee    will  not  disclose    or  use  any  confidential  information  belonging  to  any  prior

employer or other persons or entities.

7.

Computer Access and E-Mail

Employee  agrees  to  comply  with  all  reasonable  rules  and  restrictions  that  MOBETIZE  may

impose on the use of computers, e-mail accounts and Internet access.  In particular:

(a)  Information stored or transmitted on MOBETIZE’s computers including E-mail is, and remains at

all times, the property of MOBETIZE. MOBETIZE reserves the right to access any such information.

As a result, Employee has no expectation of privacy with respect to this information.

(b)    It   is   Employee’s   responsibility   to   keep   Employee’s   password(s)   secret.   Employee   may   not   share

Employee’s   passwords(s)   with   anyone,   and   Employee   is   responsible   for   all   activity   performed   with

Employee’s personal user ID or password.

8.

General

(a)   The   Company   agrees   to   defend   and   indemnify   the   Employee   for   any   claim   or   cause   of   action

(including any legal costs incurred to defend such claims) asserted against the Employee in any forum

based on   actions taken   by the Employee   in   the   course and   scope   of his   performance   of   his consulting

duties under this Agreement

(b)    This   Agreement   shall   inure   to   the   benefit   of   and   shall   be   binding   upon   each   of   the   parties   hereto

and  their  respective  successors,  assigns  and  personal  representatives,  except  that  the   Employee's

rights  and  interests  under  this  Agreement  may   not  be  assigned,  pledged  or  encumbered  by   him

without      MOBETIZE's    prior    written    consent.      This  Agreement,  and    the    rights    of    MOBETIZE

hereunder,   may   be   assigned   by   MOBETIZE   without   any   requirement   of   consent   by   the   Employee;

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Exhibit 10.11

provided,   however,   that   the   performance   of   the   obligations   and   covenants   of   MOBETIZE   hereunder

shall be binding upon such assignee or successor of MOBETIZE.

(c)    This   Agreement   constitutes   the   entire   agreement   between   the   parties   with   respect   to   the   subject

matter hereof, and supersedes all other agreements between them.

(d)   No   modification,   amendment   or   waiver   of   any   provision   of   this   Agreement   shall   be   effective

unless approved in writing by the parties hereto.

(e)   If   any   provision   of   this   Agreement   shall   be   held   to   be   unenforceable,   such   provision   shall   be

ineffective   only   to   the   extent   of   such   prohibition   or   invalidity   without   invalidating   the   remainder   of

such provision or the remaining provisions of this Agreement.

(f)    This   Agreement   shall   be   governed   by   and   construed   in   accor


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