Transition Agreement

Transition Agreement

WHEREAS the Employee has expressed a desire to retire from the Company no later than 30 September 2007 and to resign as a Director of the Board at a date to be determined;

AND WHEREAS the parties are desirous of effecting a successful transition for the Employee and the Company in this regard;

THEREFORE, the parties agree to resolve any and all issues as follows:

1.      The Employee will be eligible to receive a financing bonus equal to one half percent of any financing initiated prior to September 30, 2007;

2.      The Employee will be eligible to receive the fees in the same amount and at the same time as paid to the other Directors of the Board during the period of time he is a Director, with the exception that no fees are due and owing while the Employee is either an Officer or employee of the Company;

3.      As long as he is a Board member his stock options will continue to vest and the rights of the stock grants will be maintained in accordance with the terms of the initial grants. In consideration of the fact that the Employee will be retiring from the Company, any stock options that are vested if or when he should step down from the board will be maintained in accordance with the terms of the stock option plan for their full term. Any stock options that are not vested should he not be either an officer or Director of the Company will expire immediately;

4.      The Employee agrees to execute any additional reasonable documents requested by the Company in relation to his role either as an employee or Director at the same time as he executes this Agreement;

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5.      The Employee and the Company will execute a mutual Release much as in the form attached as Appendix "A" at the same time as execution of this Agreement. This release is conditional upon the Company performing its obligations as identified in paragraphs 1, 2 , 3 and 7-13 in this Agreement;

6.      In consideration of the performance of the Employee’s obligations as noted above in paragraphs 4 and 5 of the Agreement, the Company agrees to pay the Employee on a monthly basis the sum of C$12,500, less applicable statutory deductions, for the period October 1, 2007 to March 31 ^st , 2009. In addition, the Company will have the Board of Directors approve the granting of 112,500 Restricted Stock Units, which will be vested and distributed to him in three groups of 37,500 each starting on April 1, 2009, July 1, 2009 and October 1, 2009.

On January 10, 2007 the Board of Directors granted the Employee 75,000 Restricted Stock Units (RSU’s) that are vesting in units of 18,750 on April 1 ^st , 2007, July