CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

Execution Copy

WHEREAS , Executive served as the President of the Company’s formerly-owned, Secured Products International Group (“ SPI Group ”), up to and including the closing date for the successful sale of the SPI Group by the Company on November 15, 2006;

WHEREAS , in recognition of the Executive’s efforts and services in connection with the sale of the SPI Group, and to provide effective ongoing transition consulting services to the purchaser of the SPI Group as required by the Company, the parties have agree to the terms and conditions of this Agreement;

NOW, THEREFORE , in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.   Termination of Employment . Executive and the Company have determined that, effective as of December 31, 2006, Executive will resign from his position as an executive officer of the Company, effective as of December 31, 2006 (the “ Termination Date ”); provided , however , that from and after the Termination Date, Executive will provide consulting services to the Company on the terms and conditions outlined in Section 2 below.

2.   Bonus Payment; Consulting Services .

(a)    SPI Bonus Payment . In consideration of Executive’s efforts and services in connection with the disposition of the Company’s SPI Group on November 15, 2006, the Company shall pay to Executive a bonus in an amount equal to Cdn $350,000 (less applicable tax withholding amounts) not later than ten (10) days after execution and delivery of the Agreement. The payments referenced in this Section 2 are in full satisfaction of any and all claims for compensation that Executive may have against Company relating to his employment through and including December 31, 2006.

(b)    Consulting Services . For the one-year period beginning effective January 1, 2007 through and until December 31, 2007 (the “ Consulting Period ”), Executive shall provide consulting services to the Company for not more than twenty hours per week. The consulting services (the “ Consulting Services ”) to be performed by Executive shall include, without limitation, those services expressly contemplated by that certain “Transition Services Agreement” dated as of November 15, 2006, by and among the Company, the entities comprising the SPI Group and the purchaser of the SPI Group. During the Consulting Period, (i) the Executive shall report directly to the Chief Executive Officer of the Company or his designee at such times and in such detail as shall reasonably be required, and (ii) the Company shall provide office space for Executive’s use at the Company’s Toronto, Ontario offices in order for Executive to perform the Consulting Services.

(c)    Consulting Fees; Continued Service as a Director . As compensation for Executive’s Consulting Services to the Company, the Company shall pay to the Executive an annualized amount equal to Cdn $250,000 during the Consulting Period in accordance with its normal payroll practices. In addition, the Executive has agreed to continue to serve as a member of the Company’s Board of Directors with the title of Vice Chairman, and the Human Resources and Compensation Committee of the Board of Directors (the “ Compensation Committee ”) has authorized Executive to receive fees and to be eligible to receive equity grants as a non-management member of the Board of Directors, subject to the discretion and approval of the Compensation Committee.

(d)    Expenses . The Company agrees to pay or to reimburse the Executive for all reasonable, ordinary, necessary and documented business or entertainment expenses incurred during the Consulting Period in the performance of the Consulting Services hereunder in accordance with the policy of the Company as from time to time in effect.

3.   Release of Claims. By si