EMPLOYMENT AGREEMENT

3.

The Executive shall work out of office in the Weston Florida. The Company agrees that the Executive will not be asked to relocate his principal place of employment from time to time anywhere in Canada and the United States, unless mutually agreed to by the parties and provided always that any and all reasonable relocation costs shall be borne by the Company.

4.

The Executive will agree to prepare a budget for the Company, develop reporting systems, control accounting functions, complete financial statements, aid the corporation with audits, SEC reporting and overall aid the corporation in achieving its goals of operating in an efficient and fiscally responsible manner.

(c)

The company will agree to enter into an option plan with the executive for Stock options to be set under similar terms and conditions as those of other senior management as soon as the stock option plan for the Parent company is approved by the Board.

(b)

In the event of the delivery by the Executive of a notice pursuant to section 7(a), the Executive shall be deemed to have voluntarily resigned from his employment hereunder effective on the expiration of the Initial Term or Renewal Term, as the case may be. In the event of termination by the Executive under this section 9, the Executive shall be entitled to Salary and benefits (including, without limitation, Executive’s Bonus) earned up until termination and shall be entitled to reimbursement of business expenses recoverable under section 7, above, incurred up until termination. Notwithstanding the foregoing and notwithstanding the provisions of Article 10 hereof, in the event the Executive delivers a notice pursuant to subsection 9(a) and is thereby deemed to have voluntarily resigned from his employment effective on the expiration of the Initial Term or the Renewal Term, upon receipt of such notice, the Company shall have the right to immediately terminate the employment of the Executive hereunder and in such event the Executive shall only be entitled to his Salary and benefits (including, without limitation, Executive’s Bonus) earned up until termination and shall be entitled to reimbursement of business expenses recoverable under section 8 above, incurred up until termination.

(c)

In the event of the delivery by the Company of a notice pursuant to section 10(a), Company shall pay Executive his Salary and benefits (including, without limitation, Executive’s Bonus) earned or accrued through the date of termination and shall reimburse Executive for business expenses recoverable under section 7, above, incurred up until the date of termination.

10. 

(a)

Events of Termination. The Term, the Executive’s Salary and any and all other rights of the Executive under this Agreement or otherwise as an executive of the Company will terminate (except as otherwise provided in section 10):

(i)

upon the death of the Executive;

(ii)

upon the disability of the Executive (as defined in section 10(b)) immediately upon notice from either party to the other;

(iii)

For Cause (as defined in section 10(c)), immediately upon notice from the Company to the Executive or at such later time as such notice may specify;

(iv)

Other than For Cause, Disability or Death, immediately upon notice from the Company to the Executive or at such later time as such notice may specify; or

(v)

For Good Reason (as defined in section 10(d)) upon not less than 10 days' prior notice from the Executive to the Company.

(b)

Definition of Disability. For the purposes of section 10(a), the Executive will be deemed to have a "disability" if, for physical or mental reasons, the Executive is unable to perform the Executive's duties for a period of 120 days out of 180 days, under this Agreement as determined in accordance with this section 10(b). The disability of the Executive will be determined by a medical doctor selected by written agreement of the Company and the Executive upon the request of either party by notice to the other. If the Company and the Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Executive has a disability. The determination of the medical doctor selected under this section 10.2(b) will be binding on both parties.

(c)

Definition of "For Cause". For the purposes of section 10(a), the phrase "For Cause" means: (i) the Executive's material breach of this Agreement; (ii) the Executive’s failure to substantially perform the duties of Chief Financial Officer (or such other position with the Company as Executive may hold) as contemplated hereunder; (iii) the Executive's failure to substantially adhere to any reasonable written Company policy if the Executive has been given a reasonable opportunity to comply with such policy or cure his failure to comply; (iv) the misappropriation by the Executive of a material business opportunity of the Company, including securing any undisclosed personal profit in connection with any transaction entered into on behalf of the Company; (v) the misappropriation of any of the Company's funds, property or Confidential Information; (vi) the commission of material acts of dishonesty, willfully fraudulent or criminal acts or misconduct, or other willfully wrongful acts or omissions materially adversely affecting the Company; (vii) the conviction of, the indictment for or its procedural equivalent or the entering of a guilty plea or plea of no contest with respect to any felony.

(d)

Definition of "For Good Reason." For the purposes of section 10(a), the phrase "For Good Reason" means the Company's material breach of this Agreement.

(e)

Termination Pay. Effective upon the termination of this Agreement for any of the reasons set forth in section10(a), the Company shall be obligated to pay the Executive (or in the event of his death, his designated beneficiary as defined below) the compensation provided in this section 10(e), as well as all business expenses recoverable under Section 7. For purposes of this section 10(e), the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Company from time to time or if the Executive fails to give notice to the Company of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence the Company will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity or to locate or attempt to locate any beneficiary, personal representative, or trustee.

(ii)

Termination by the Company For Cause. If the Company terminates this Agreement For Cause, the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination.

(iii)

Termination upon Disability. If this Agreement is terminated by either party as a result of the Executive's disability, as determined under section 10(a)(ii), the Company shall (A) pay the Executive his Salary and other benefits earned or accrued through the remainder of the calendar month during which such termination is effective.

(iv)

Termination upon Death. If this Agreement is terminated because of the Executive's death, the Company shall (A) pay Executive’s estate or designated beneficiary the Executive’s Salary, Bonus and other benefits earned or accrued through the date of death.

Termination by Company Other than For Cause, Disability or Death. If the Company terminates this Agreement other than For Cause or for death or disability, the Company shall (A) pay Executive his Salary, Bonus and other benefits earned or accrued through termination.

11.

(a)

All confidential records, material, information and all trade secrets concerning the business or affairs of the Company obtained by the Executive in the course of his employment with the Company shall remain the exclusive property of the Company. During the Executive's employment or at any time thereafter, the Executive shall not divulge the contents of such confidential records, material, information or trade secrets to any person, firm or corporation other than to the Company or the Company’s qualified executives and following the termination of his employment hereunder the Executive shall not, for any reason, use the contents of such confidential records, material, information or trade secrets for any purpose whatsoever. This section shall not apply to any confidential records, material, information or trade secrets which:

(1)

is or becomes publicly known through the lawful action of any third party;

(4)

is subsequently developed by the Executive, independently of records, material, information and trade secrets supplied to the Executive by the Company;

(5)

has been made available by the Company directly or indirectly to a third party without obligation of confidentiality; or

(6)

the Executive is obligated to produce as a result of a court order or pursuant to governmental or other legal action, provided that the Company shall have been given written notice of such court order or governmental or other legal action and an opportunity to appear and object.

(b)

The Executive agrees that all Confidential Information which the Executive develops, prepares or works on either individually or on a team during the Term with the Company shall belong exclusively to the Company and the Executive hereby assigns to the Company all title and interest, including copyright and patent rights, thereto and waives any moral rights which the Executive may have therein. If the Executive develops, prepares or works on the design or development of Confidential Information of any kind during the Term, the Executive will keep notes and other written records of such work, which records shall be kept on the premises of the Company and made available to the Company at all times for the purpose of evaluation and use in obtaining copyright protection or as a protective procedure. The Executive will upon request of the Company, and at the Company's expense, provide a reasonable level of assistance to the Company with respect to applications for trademarks, copyrights, patents or other forms of intellectual property protection for work on which the Executive was involved during the Term. The Executive agrees to execute such documents as are reasonable and necessary for the purpose of the Company establishing its right of ownership to such property.

(a)

directly or indirectly solicit, interfere with or endeavor to direct or entice away from the Company any person, firm or company who is or has within the preceding year been a customer, client, affiliated agency or otherwise in the habit of dealing with the Company; or

(b)

Interfere with, entice away or otherwise attempt to induce the termination of employment of any employee of the Company.

15.

 (a)

The parties shall be free to bring all differences of interpretation and disputes arising under or related to this Agreement to the attention of the other party at any time without prejudicing their harmonious relationship and operations hereunder and the offices and facilities of either party shall be available at all times for the prompt and effective adjustment of any and all such differences, either by mail, telephone, or personal meeting, under friendly and courteous circumstances. Notwithstanding the foregoing, any controversy, claim, or breach arising out of or relating to this Agreement which the parties are unable to resolve to their mutual satisfaction shall be resolved in accordance with subparagraph b below.

(b)

As a condition precedent to invoking any other dispute resolution procedure including litigation, the parties shall attempt in good faith first to mediate such dispute and use their best efforts to reach agreement on the matters in dispute. Within five business days of the request of either party, the requesting party shall attempt to employ the services of a third person mutually acceptable to both parties to conduct such mediation within five business days of the mediator's appointment. Unless otherwise agreed upon by the parties hereto, the parties shall share the cost of the mediator's fees and expenses equally. If the parties are unable to agree on such third person, then the requesting party may submit the matter to the nearest office of the American Arbitration Association for mediation, only, in accordance with the commercial mediation rules then prevailing. If, on completion of such mediation, the parties are still unable to agree upon and settle the dispute, then either party may initiate litigation. This Agreement contains no arbitration clause. Binding arbitration may only be used upon the mutual agreement of the parties hereto.

22.

(a)

This Agreement is personal to the Executive and may not be assigned by him.

(b)

Upon notice to the Executive, this Agreement may be assigned to an affiliate of the Company, provided that notwithstanding such assignment, the Company continues to guarantee the performance by such assignee of its obligations hereunder. This Agreement shall not otherwise be assigned by Company and such restriction shall include any assignment by operation of law.

(c)

Except as aforesaid, this Agreement shall endure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, in the case of the Executive, his heirs, executors, administrators and legal personnel representatives.