INDEPENDENT CONTRACTOR AGREEMENT

INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT made, entered into and effective as of May 1, 2007 (the “Effective Date”).

BY AND BETWEEN:

Portlogic Systems Inc., a company duly incorporated under the laws of the State of Nevada (the "Company")

AND:

Javed Mawji of 402-281 Mutual Street, Toronto, Ontario, Canada, M4Y 3C4 (the "Consultant")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES AND PAYMENT

1.1. The Company engages the Consultant as an independent contractor to provide services described in Schedule ‘A’ attached hereto (the “Services”), and the Consultant agrees to perform such Services.

1.2. The Company will pay to the Consultant the fees indicated in Schedule ‘A’ (the “Fees”), in full payment and reimbursement for providing the Services and for necessary expenses incurred in connection therewith, in the manner and at the times set out in Schedule ‘A’ attached hereto, and the Consultant will accept such fees and expenses as full payment and reimbursement as aforesaid.

ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the Effective Date set forth on the first page, and terminate after 6 months following the Effective Date, unless terminated prior to that date pursuant to this Article 2 (the “Term”).

2.2. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either party giving, at any time, and for any reason, thirty (30) days prior written notice of termination to the other party, and if this Agreement is so terminated the Company will be under no further obligation to the Consultant except to pay to the Consultant such fees and expenses as

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the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provision of this Agreement, if:

(a) the Consultant fails to comply with any provision of this Agreement; or

(b) any representation or warranty made by the Consultant in this Agreement is untrue or incorrect;

(c) the Consultant breaches any covenant in this Agreement; or

(d) unless given the express written consent of a majority of the Board of Directors of the Company (excluding the Consultant if he is a member of the Board of Directors), the Consultant fails to perform the Services required in full for any consecutive period of 10 calendar days,

then, and in addition, to any other remedy or remedies available to the Company, the Company may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the Consultant, and if such option is exercised, the Company will not be under any further obligation to the Consultant except to pay to the Consultant such fees and expenses as the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.4. Notwithstanding any other provisions of this Agreement, the provisions of Articles 5, 6, 7, and 8 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Consultant will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Consultant to perform certain of the Services on behalf of the Company, then the Consultant will, in that context, be the agent of the Company, as the case may be.

3.2. The Board of Directors of the Company may, from time to time, give such instructions to the Consultant as it considers necessary in connection with the nature of the Services that the Consultant is required to provide, which instructions the Consultant will follow, but the Consultant will not be subject to the control of the Board of Directors of the Company in respect to the manner in which such instructions are carried out.

3.3. The Consultant will promptly pay, and be solely responsible for paying, as the same become

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due and payable as a result or consequence of monies paid or payable by the Company to the Consultant pursuant to this Agreement, all amounts payable pursuant to applicable tax statutes, workers’ compensation or workplace safety and insurance statutes, pension plan statutes, and any other taxes, statutory deductions, contributions, and assessments on income required by the State of Nevada, the Province of Ontario, the Government of Canada, the Government of the United States, and any other government or regulatory authority, agency or body.  

3.4. The Consultant agrees to indemnify and save harmless the Company and every member of the Company’s Board of Directors against and for all and any claims, assessments, penalties, interest charges and legal fees and disbursements and taxes incurred as result of having to defend same made against the Company or any member of the Company’s Board of Directors as a result of the Consultant’s failure to comply with Article 3.3 of this Agreement, or as a result of any decisions or investigations made by any government agency or body in connection with the relationship between the parties hereto.

3.5. The Consultant, as an independent contractor, is not entitled to participate in any benefits or pension plan provided by the Company to any of its employees. The Consultant will not receive any of the following or similar payments from the Company: vacation pay; holiday pay; sick pay; overtime pay; benefits; automobile allowance or company car; or (unless authorized in writing by a majority of the Board of Directors of the Company excluding the Consultant if he is a member of the Board of Directors) expense reimbursement.

3.6. Subject to compliance with the provisions of this Agreement, the Consultant may, at any time or times during the Term, carry on the business of providing services to the general public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company; hinder the Consultant from providing the Services to the Company; or prevent the Consultant from providing the Services in a timely and competent manner.

3.7. The Consultant will not in any manner whatsoever commit or purport to commit the Company to the payment of any money to any person except with the prior written permission of the Company.

3.8. The Consultant shall maintain, provide, and retain at the Consultant’s own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but shall be required upon request of the Company, perform the Services at the Company’s premises and/or using the Company’s equipment. Unless express permission is given by the Company, the Consultant shall not remove any of the Company’s equipment from the Company’s premises.

3.9. Subject to Article 4.4 of this Agreement, the Consultant shall be responsible for supplying and paying for the Consultant’s own office support staff, if any, in which case the Consultant shall comply with the requirements of Articles 4.2 and 4.3 of this Agreement.

3.10. The Consultant shall, at the Consultant’s own cost, obtain and maintain in force throughout

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the Term of this Agreement all certifications and licenses necessary to qualify the Consultant in connection with providing the Services in a lawful manner.

ARTICLE 4: ASSIGNMENT AND CONSULTANT STAFF

4.1. The Consultant will not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

4.2. Any and all personnel hired by the Consultant, as employees, consultants, agents, subcontractors or otherwise (collectively the "Staff") shall be the responsibility of the Consultant. The Consultant agrees to inform all Staff in writing at the time that such Staff are hired by the Consultant that such Staff are not employees of the Company and that the Company has no present or future obligation to employ such Staff or provide such Staff with any compensation or employment benefits. The Consultant will be solely responsible for the acts of such Staff and the Staff will conduct their activities at the Consultant's risk, expense, and supervision. The Consultant warrants and covenants that the Staff shall be subject to all of the obligations applying to the Consultant pursuant to this Agreement.

4.3. No contract entered into between the Consultant and any Staff will relieve the Consultant from any of the Consultant’s obligations under this Agreement or impose any obligations or liability upon the Company to any Staff.

4.4. Notwithstanding any other provision of this Agreement, the Company reserves the right to restrict or prohibit the engagement of any Staff hired by the Consultant to assist with providing the Services, if the Company reasonably deems that such person is impairing or will impair the execution or completion of the Services in a competent or timely manner.

ARTICLE 5: OWNERSHIP AND RETURN OF PROPERTY

5.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Consultant will be, at all times, the exclusive property of the Company. The Consultant shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Consultant of the provision of the Services; and

(c) upon the request, at any time, by the Company.

5.2. The Consultant agrees that upon termination of this Agreement, he shall at once deliver to

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the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in the Consultant’s possession, charge, control or custody.

ARTICLE 6: CONFIDENTIALITY

6.1. The Consultant acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and inf