Sub-Contractor Agreement

1.      

The Contractor shall retain the Sub-Contractor and the Sub-Contractor shall assist the Contractor upon the terms and conditions hereinafter set forth.

2.      

The term of this Agreement shall commence on the 1 ^st day of September, 2006, and terminate on the 1 ^st day of September, 2007 (the “Term”) unless renewed or terminated prior to that date as set out hereinafter. This Agreement and the Term will automatically renew for additional one (1) year terms unless the Contractor notifies the Sub-Contractor in writing not less than thirty (30) days prior to the expiration of the initial term or any renewal term that it does not wish to renew the Agreement.

3.      

During the Term, the Sub-Contractor shall have the full and complete obligation and responsibility for the performance of the duties and/or work described in the attached Schedule "A" for the Contractor and the Sub-Contractor shall be obligated to the Contractor for the performance of all such duties and/or work. During the period hereof, the Sub-Contractor shall assist the Contractor and shall perform any and all services required or requested in connection with the Contractor's business. Within the limitations herein provided, the Sub-Contractor will render such services of an advisory nature as may be requested from time to time by the Contractor.

4.      

During the term of this Agreement, the Sub-Contractor and its Nominee shall devote 30%of his time to the performance of its duties hereunder and shall periodically, or at any time, upon the request of the Contractor, submit data as to the time requirements of work performed and to be performed by him for the Contractor in connection with this Agreement.

5.      

The Contractor shall pay the Sub-Contractor a fee in accordance with the attached Schedule "B.

6.      

The Sub-Contractor shall, each month during the Term provide to the Contractor an invoice for reasonable out-of-pocket expenses incurred by the Sub-Contractor in performing the duties outlined in Schedule “A”.

7.      

The Sub-Contractor is retained by the Contractor only for the purposes and to the extent set forth in this Agreement and the Sub-Contractor's relationship to the Contractor shall, during the term of this Agreement, be that of an Independent Contractor. The Contractor shall not withhold, from sums becoming payable to the Sub-Contractor hereunder, any amounts for Income Tax, employment insurance premiums, Canada pension plan premiums, or other withholding amounts, during the term of this Agreement. The Sub-Contractor shall not be considered as having an employee status or as being entitled to participate in any plans, arrangements or distributions by the Contractor pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit (including any group health, dental or life insurance plans) extended to the Contractor's employees.

8.      

Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by the Sub-Contractor in accordance with its independent and professional judgment.

The Sub-Contractor shall perform its services substantially in accordance with generally accepted practices and principles of its trade. This Agreement shall be subject to the rules and regulations of any and all organizations and associations to which the Sub-Contractor may from time to time belong and to the laws and regulations governing the practice of the Sub-Contractor's trade.

9.      

This Agreement may be terminated at any time, with cause, by either party upon ninety (90) days written notice.

Either party will have the right to terminate this Agreement immediately upon written notice at any time if:

(a)      

The other party is in material breach of any warranty, term, condition or covenant of this Agreement and fails to cure that breach within thirty (30) days after written notice of that breach and of the first party's intention to terminate;

(b)      

The other party: (i) becomes insolvent; (ii) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (iii) admits in writing its insolvency or inability to pay its debts or perform its obligations as they mature; or (iv) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition or general assignment for the benefit of creditors that is not dismissed with prejudice within thirty (30) days after the institution of such proceeding.

Termination under subsection (a) above will become effective automatically upon expiration of the cure period in the absence of a cure. Termination under subsection (b) will become effective immediately upon written notice of termination at any time after t