Executive Employment Agreement

Senior Executive Employment Agreement

This Agreement made as of the day of

BETWEEN:

, a corporation incorporated under the laws of the State of Nevada, in the United States of America (hereinafter referred to as the "Employer")

OF THE FIRST PART

- and -

, of the City of , in the Province of (hereinafter referred to as the "Employee")

OF THE SECOND PART

WHEREAS the Employer wishes to employ the Employee in the capacity of Chief Financial Officer effective (the "Start Date");

AND WHEREAS the Employer recognizes that the Employee will render and provide to the Employer special skills which are essential to the continued growth of the Employer's business and the Employer believes that it is reasonable and fair to the Employer that the Employee receive fair incentive and security of employment and compensation terms;

AND WHEREAS the Employer and the Employee have agreed to enter into this Employment Agreement to formalize in writing the terms and conditions reached between them governing the Employee's employment;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows:

Article 1

RETENTION, DUTIES AND POWERS OF THE EMPLOYEE

1.1 Employment of Employee. The Employer hereby employs the Employee effective the Start Date as its Chief Financial Officer, reporting to the Employer's President, to perform the duties and responsibilities incident to such position and as otherwise assigned by the Employer's President. Such employment shall continue, unless and until terminated in accordance with Article 4 of this Agreement.

1.2 Acceptance of Employment; Time and Attention. The Employee hereby accepts such employment and agrees that throughout the period of his employment hereunder he will devote substantially all his time, attention, knowledge and skills, faithfully, diligently and to the best of his ability, in furtherance of the business of the Employer, and will perform the duties and responsibilities assigned to him pursuant to Section 1, subject, at all times, to the direction and control of the Employer's President.

Article 2

COMPENSATION AND BENEFITS

2.1 Remuneration. Base Salary: per annum, payable twice monthly in arrears.

2.2 Benefits and Perquisites. The Employee will be entitled to participate in all benefit plans and to receive all perquisites enjoyed by the senior employees of the Employer.

2.3 Incentive Plans. The Employee will be entitled to participate in all incentive plans, including a Bonus Plan and Share Option Plan.

2.4 Out-of-Pocket Expenses. The Employee shall, upon production of supporting statements and vouchers, be reimbursed forthwith by the Employer in accordance with applicable policies of the Employer for all reasonable out-of-pocket expenses actually incurred by the Employee in the performance of his duties under this Agreement.

2.5 Vacation. The Employee is entitled to a minimum of four weeks paid vacation in respect of each 12 month period of his employment hereunder.

Article 3

EMPLOYEE'S NEGATIVE COVENANTS

3.1 Confidential Information. The Employee acknowledges confidentiality obligations.

3.2 Corporate Opportunities. The Employee shall disclose and make available relevant business opportunities to the Employer.

3.3 Proprietary Information. The Employee acknowledges ownership of proprietary information by the Employer.

3.4 Non-Competition.

(a) In consideration of his employment hereunder, the Employee shall not, during the Employee's term of employment and during the 6 month period following termination, directly or indirectly:

(i) solicit or accept business related to the Restricted Business from clients, customers or suppliers;

(ii) offer employment to or entice away employees of the Employer;

(iii) engage in a Restricted Business in North America;

(iv) own, manage, operate, join, control, participate in, invest in, or otherwise be connected with any Restricted Business in North America.

3.5 Investments. The Employee may own shares in a public company as an investment, so long as the Employee does not own more than 5 percent of the outstanding voting shares thereof.

3.6 Survival. Surviving covenants remain in effect after termination.

3.7 Qualification of Non-Competition. If the provisions of Section 3.4 exceed the limitations permitted by law, they shall be deemed amended accordingly.

Article 4

TERMINATION

4.1 Termination for Cause, Disability, Etc.

(a) The Employer may terminate this Agreement without payment of compensation for cause, disability, or death.

Cause:

Disability:

Death:

4.2 Other Termination by Employer without Cause. The Employer shall pay Base Salary and Base Severance.

4.3 Other Termination by Employee. The Employee may terminate upon notice.

4.4 Other Termination By Reason of Change in Control. Enhanced severance shall apply upon a Change of Control.

4.5 General Termination Provisions. Release and return of property obligations apply upon termination.

Article 5

DIRECTORS AND OFFICERS

5.1 Resignation. If the Employee is a director or officer, the Employee agrees to resign from such positions upon termination.

5.3 Indemnity. The Employer agrees to indemnify the Employee subject to applicable law.

Article 6

GENERAL CONTRACT PROVISIONS

6.1 Notices. Notice addresses are set out below.

(a) Employer / Board of Directors:

1 Richmond St. West, Suite #901

Toronto, Ontario M5H 3W4

Telephone:

Facsimile:

Copy to:

(b) Employee:

Street Address:

City / Province:

Postal Code:

Telephone:

6.2 Currency. All dollar amounts refer to currency of the United States of America, except as otherwise indicated.

6.3 Counterparts. This Agreement may be executed in two or more counterparts.

6.4 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario.

6.5 Interpretation not Affected by Headings, etc. Headings are for convenience only.

6.6 Deemed Amendments. Invalid provisions shall be deemed amended or deleted as necessary.

6.7 Non-Assignability. The Employee may not assign this Agreement without consent.

6.8 Time of the Essence. Time shall be of the essence of this Agreement.

6.9 Binding Effect. This Agreement shall bind the parties and their successors and permitted assigns.

6.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties.

6.11 Taxes. All payments are subject to applicable withholding.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the Effective Date.