INDEMNITY AGREEMENT

B.   In consideration of $1.00 and other good and valuable consideration received, the Indemnitor has agreed to indemnify the Indemnitee for all liability, losses, damages, costs, charges, expenses, fines and penalties which have been or may be sustained by the Indemnitee as a result of his acting as a member of the Board of Directors of the Indemnitor.

IN WITNESS THEREFORE that in consideration of the premises and subject to the conditions hereunder and in consideration of the sum of ONE DOLLAR ($1.00) now paid by the Indemnitee to the Indemnitor and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Indemnitor), the parties agree as follows:

1.   General Indemnity . Subject to section 4 hereof, the Indemnitor agrees to indemnify and save the Indemnitee harmless from and against:

(a)   any and all costs, charges, expenses, fees, damages or liabilities, regardless of when they arose and howsoever arising and whether arising in law or in equity or under statute, regulation or governmental ordinance of any jurisdiction, common law or otherwise (including legal or other professional fees), and whether incurred alone or jointly with others, which the Indemnitee may suffer, sustain, incur or be required to pay arising out of, in connection with or incidental to any action, suit, demand, proceeding, investigation or claim which may be brought, commenced, made, prosecuted or threatened against the Indemnitee (any of the same hereinafter being referred to as a " Claim ") for or in respect of any act, deed, matter or thing done, made, permitted or in respect of any omission to do, make or permit any act, deed, matter or thing whatsoever required or desirable to do, make or permit, by the Indemnitee arising out of, in connection with or incidental to the management, operations, activities or affairs of the Indemnitor or the exercise by the Indemnitee of his powers or the performance of his duties as a member of the Board of Directors of the Indemnitor, whether sustained or incurred by reason of his negligence, default, breach of duty, failure to exercise due diligence or otherwise in relation to the Indemnitor;

(b)   any and all costs, charges, expenses, fees, damages or liabilities which the Indemnitee may suffer, sustain or incur or be required to pay in connection with investigating, initiating, defending, preparing for, providing evidence in, instructing and receiving the advice of his own or other counsel, or any amount paid to satisfy any judgment made, fine imposed, damages or costs or any amount paid or liability incurred by the Indemnitee to settle any Claim, or any amount of tax assessed against the Indemnitee in respect of any indemnity under this Agreement;

(c)   that to the extent not satisfied, paid or reimbursed by the Indemnitor, the Indemnitor shall pay or reimburse the Indemnitee for any and all costs, charges, expenses, fees or liabilities the Indemnitee sustains, incurs or is required to pay in or in relation to the management, operations, activities or affairs of the Indemnitor in the Indemnitee's capacity as a member of the Board of Directors of the Indemnitor, whether or not incurred in connection with any Claim.

2.   Specific Indemnity for Statutory Obligations . Without limiting the generality of the provisions of section 1 hereof and subject to section 4 hereof, the Indemnitor agrees to indemnify and save the Indemnitee harmless from and against any and all charges, costs, expenses, penalties, assessments and liabilities arising by operation of statute and incurred by the Indemnitee in relation to the management, operations, activities or affairs of the Indemnitor in the Indemnitee's capacity as a member of the Board of Directors of the Indemnitor, including but not limited to all statutory obligations to employees, suppliers, contractors, subcontractors, repairers and the like and any government or any agency or division of any government, whether federal, provincial, state, regional or municipal.

3.   Exclusion of Liability . Subject to section 4 hereof, the Indemnitee, in his capacity as a member of the Board of Directors of the Indemnitor, shall not be liable for:

(a)   any act, default, omission, or neglect of any other consultant, employee, director of the Indemnitor;

(b)   any loss or damages incurred by the Indemnitor owing to any receipt or act of any consultant, employee, director of the Indemnitor in which the Indemnitee has concurred or joined in for conformity;

(c)   any loss or damages incurred by the Indemnitor through the insufficiency or deficiency of title to any property acquired by order of the board of directors or the officers of the Indemnitor for or on behalf of the Indemnitor;

(d)   the insufficiency or deficiency of any security in or upon which any money of the Indemnitor shall be invested or loaned;

(e)   any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any money, security or effect of the Indemnitor shall be deposited;

(f)   any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any money, security or other asset belonging to the Indemnitor;

(g)   any loss or damage occasioned by any error of judgment or oversight on the part of the Indemnitee; or

(h)   any other loss, damage or misfortune whatever.

4.   Limitation of Indemnity and Exclusion from Liability . The indemnity provided for in sections 1 and 2 hereof is subject to the Delaware Revised Statutes, and will be effective unless proved that:

(a)   his failure to act constituted a breach of his fiduciary duties as member of the Board of Directors, and

(b)   his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

The above is subject to a final judgment imposed by a court of law or if the Indemnitee admitted to the above allegations.

5.   Court Applications . The Indemnitor represents and warrants that it will in a timely manner take all necessary steps, including without limitation any and all necessary court applications, to discharge its obligations under this Agreement.

6.   Extensions, Modifications . Except as otherwise provided herein, this Agreement is absolute and unconditional and the obligations of the Indemnitor shall not be affected, discharged, impaired, mitigated or released by any extension of time, indulgence or modification which the Indemnitee may extend or make with any person making any Claim or demand against the Indemnitee in connection with his duty as a member of the Board of Directors of the Indemnitor or in respect of any liability incurred by him as a member of the Board of Directors of the Indemnitor.

7.   Other Rights and Remedies . The indemnification provided by this Agreement shall not be deemed to derogate from or exclude any other rights to which the Indemnitee may be entitled under any provision of any statute or otherwise at law.

8.   Insolvency . The liability of the Indemnitor under this Agreement shall not be affected, discharged, impaired, mitigated or released by reason of the discharge or release of the Indemnitee in any bankruptcy, insolvency, receivership or other proceedings of creditors.

9.   Multiple Proceedings . No action or proceeding brought or instituted under this Agreement and no recovery pursuant thereto shall be a bar or defence to any further action or proceeding which may be brought under this Agreement.

10.   Modification . No modification of this Agreement shall be valid unless the same shall be in writing and signed by the Indemnitor and the Indemnitee, provided however that if the Indemnitee is requested to or agrees to act as a member of the Board of Directors of any subsidiary of the Indemnitor, th