MEMBERSHIP AGREEMENT

Intelligent Office

Work Anywhere … Professionally

MEMBERSHIP AGREEMENT

Dated as of the 14^th March 2007

Client Information

Legal Name of Client: Portlogic Systems Inc.

Billing Contact: Javed Mawji

Address: 1111 – 155 Dalhousie Street

City, Province: Toronto, Ontario

Postal Code: M5B 2P7

Email: jmawji@portlogicystems.com

Telephone No. Assigned: N/A

Business Phone: 416 832 9829

Fax:

Cell Phone: same

Your signature below indicates your acceptance of the Terms and Conditions stated below

CLIENT

/s/ Javed Mawji

Signature (Authorized Signing Officer)

ACCEPTED BY

/s/  [Illegible]

Signature (Authorized Signing Officer)

GUARANTOR

Signature

GUARANTOR

Signature

TERMS AND CONDITIONS

The following Terms and Conditions and the attached Schedules form a binding agreement between the above-named Client (the "Client") and Intelligent Office ('IO"):

1. Definitions. Where used herein or in any schedules

(a) "Active Notification" means the telephone message hereto, the following terms shall have the following system used by IO to notify the Client of unchecked meanings: telephone messages;

Version date: March 14, 2006

(b) "IO Premises" means the business premises of IO located at 100 King Street West, Suite 5700, Toronto, ON, M5X 1K7 and;

(c) "Office Premises" means the office and meeting space that IO provides and maintains for use by the Client.

2. Term. The term of this agreement will commence on the date hereof, and continue for a period of 1 year (the 'Term").

3. Renewal. If throughout the Term the Client shall have fully complied with all of the terms and conditions of this agreement, this agreement shall, unless terminated for default, automatically continue until terminated in writing by either party in accordance with Section 11. The Client acknowledges and agrees that the rates charged by IO for the Services may change from time to time, upon notice to the Client, after the end of the Term.

4. Services Provided by IO. IO agrees to provide the Client with any or all of the following services on a nonexclusive basis, as selected and paid for by the Client:

(a) office premises services, including mail handling services, the use of office and meeting space, photocopier machines, telephones and facsimile machines and access to mailroom facilities, as more fully described in Schedule " B to this agreement;

(b) telephone message service through the Active Notification system, as more fully described in

Schedule "C" to this agreement;

(c) telephone answering service employing live receptionists to answer the Client's business telephone calls in a professional, efficient and courteous manner; and

(d) directory service whereby IO arranges to have the Client's name, phone number and address printed in the telephone directory, including the White and Yellow Pages business listings, as well as on the directory board for the Office Premises, such services more fully described in Schedule "D" to this agreement.

The services listed in this Section 4 are hereinafter collectively referred to as the "Services".

5. Authorizations / Acknowledgements from the Client. The Client hereby authorizes IO to perform such tasks as are necessary to provide any or all of the Services to the Client, including, but not limited to handling mail that is delivered to the IO Premises.

The Client hereby acknowledges receipt of the number of mailbox keys ("Keys") indicated in Schedule "B" and that he/she/it will be required to pay $5.00 for each Key in addition to that number.

The Client acknowledges and agrees that if all Keys are not returned to IO upon termination of this agreement, or specifically upon the termination of the provision of mail handling services by IO to the Client, the Client will be required to pay a re-keying fee in the amount of $50.00.

The Client further acknowledges and agrees that he/she/it will be required to pay to IO a fee in the amount of $5.00 per month for the provision of mail handling services by IO to each company or individual name that differs from the name of the Client

6. Obligations of the Client. In return for the provision of any or all of the Services by IO, the Client shall pay to IO throughout the Term and any renewal thereof, a monthly fee in the amount specified in Schedule "A" (subject to change as specified in Section 3), which amount shall be based upon the services provided by IO, such fee to be payable in arrears on or before the tenth (10th) day of every month, for the month for which payment is being made.

The Client shall follow and comply with any reasonable instructions given by IO to the Client relating to the Office Premises and take all reasonable measures to prevent damage to the Office Premises.

7. Payment Terms. IO shall provide the Client with an invoice reflecting the monthly fee owing by the Client to IO on or about the first (1st) day of every month. Such invoice will be sent by IO to the Client at the most current e-mail address provided by the Client to IO. The Client acknowledges and agrees that it must promptly inform IO of any changes to its e-mail address and/or other contact information to ensure that it receives all necessary communications from IO, including, but not limited to, monthly invoices. In the event that the first (1st) day of the month is a Saturday, Sunday, or statutory holiday in the province of Ontario, IO shall send the monthly invoice to the Client via e-mail on the preceding Friday, or other day which is not a statutory holiday.

The Client may choose to receive its monthly invoices from IO via Canada Post regular mail. If the Client chooses to receive its monthly invoices from IO via regular mail, an additional $3 will be included on each such invoice. All amounts due to IO by the Client shall bear interest after the due date at a rate of five percent (5%), calculated and payable monthly, not in advance, both before and after default, expiration or termination of this agreement for any reason whatsoever.

Unless otherwise indicated, all amounts listed in this agreement are in, and are to be paid in, the currency of Canada. Any and all amounts expressed as being payable pursuant to this agreement are exclusive of any applicable taxes that the Client is required to pay.

Version Date: March 14, 2006

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The Client shall pay all amounts owing to IO by way of electronic funds transfer, cheque or credit card, subject to IO's consent.. IO reserves the right to charge a security deposit or billing fee, in an amount specified by IO from time to time, for fees paid by the Client. If IO chooses to require payments owing to IO by way of electronic funds transfer, the Client agrees to provide any documentation, including but not limited to pre-authorized payment forms, required by IO's bankers, from time to time.

8. Confidentiality. IO acknowledges that throughout the Term and any renewal thereof, it may receive confidential information relating to the Client's business affairs ("Confidential Information"). IO agrees during and after the Term to use all reasonable efforts to maintain the confidentiality of all Confidential Information, and not to disclose any Confidential Information whatsoever other than as may be required by law, to enable IO to provide any or all of the Services to the Client, and not to use any Confidential Information for its own or a third party's benefit or in any manner not specifically approved in writing by the Client.

9. Non-Solicitation. Neither the Client nor the Guarantor will, without IO's prior written consent, during the one (1) year period following the expiration or termination of this agreement, directly or indirectly, hire, solicit, interfere with or entice away, from IO, any employee of IO. In the event of a breach of the restriction contained in this paragraph, the Client agrees to pay to IO as liquidated damages, and not as a penalty, a sum equal to twenty percent (20%) of the employee's annual salary as of such employee's last day of employment with IO, such payment shall be due and payable on written demand.

10. Events of Default. IO has the right to terminate this agreement, without prejudice to any other legal right or remedy, if the Client is in default of its obligations hereunder and fails to rectify the default within three (3) business days of receiving written notice from IO detailing the Client's default. Without limitation, "default" includes any failure by the Client to timely pay amounts due hereunder or otherwise breach any term or condition of this agreement.

11. Termination without Default. Either party may terminate this agreement without cause or reason by providing the other party with thirty (30) days prior written notice of its intent to terminate the agreement. In the event of termination by the Client prior to the end of the Term, the Client will be charged an early termination fee equal to the value of the monthly fees for two (2) months of service.

12. Effect of Termination. On the expiration or termination of this agreement for any reason, IO will immediately discontinue the provision of the Services then being provided to the Client and within seven (7) days following the effective date of termination or expiration the Client will account to IO for all amounts then due and unpaid.

13. Survival. All provisions of this agreement which by their nature survive the expiration or termination hereof, including without limitation, those set out in Sections 8 through 13 shall survive the expiration or termination hereof.

14. Assignmen