FORM OF INDEMNITY AGREEMENT

Exhibit 10.1

FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT made as of the 5 ^th day of August, 2003,

B E T W E E N:

SYSTEMS XCELLENCE, INC., a corporation
amalgamated under the laws of Canada

(hereinafter referred to as the “Company” )

-and-

[DIRECTOR]
(hereinafter referred to as the “Director” )

      WHEREAS the Director is a member of board of directors of the Company;

      AND WHEREAS pursuant to By-law No. 1(a) of the Company, the Company may indemnify the directors of the Company in the manner set out in such by-laws;

      AND WHEREAS pursuant to a resolution of the board of directors of the Company passed on July ___, 2003, the duly authorized officers of the Company have been authorized to enter into an agreement with each of the directors of the Company evidencing the agreement of the Company to indemnify each such director upon the terms and conditions as set out herein;

      NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), the parties hereto hereby covenant and agree as follows:

1. Subject to the limitations in the Canada Business Corporations Act, the Company hereby irrevocably undertakes to indemnify the Director, his heirs and legal representatives against all costs, charges and expenses including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director of the Company (including in respect of acting as a member on one or more committees of the board of directors) or acting or having acted at the Company’s request as a director or officer of any other body corporate of which the Company is or has been a shareholder or creditor, if: