Exhibit 10.1CONVERSION AND SETTLEMENT AGREEMENT

(a)           Each Preferred Holder hereby agrees to convert the number of Preferred Shares owned by such Preferred Holder into Common Stock on a one for one basis.  The number of shares of Common Stock to be issued to each holder on the consummation of the Conversion shall be set forth opposite such Preferred Holder’s name on Exhibit A (the “Conversion Shares”).  The Conversion Shares shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization occurring prior to the Closing.

(b)           As an inducement for the Conversion as of the date hereof, the Company hereby agrees to pay the Class 3 Preferred Holders an aggregate amount equal to $2,898,667 and the Class 4 Preferred Holders an aggregate amount equal to $1,231,933 (each amount, a “Settlement Payment”), each amount payable in shares of Common Stock.  Each Preferred Holder shall be entitled to its pro rata share of the Settlement Payment based on its pro rata ownership of the number of Class 3 Preference Shares or Class 4 Preference Shares being converted by such Preferred Holder.  The number of shares of Common Stock payable to each Preferred Holder in satisfaction of the Settlement Payment due each Preferred Holder upon Conversion shall be equal to the Settlement Payment due such Preferred Holder divided by the Fair Market Value of a share of Common Stock on the Closing Date (the “Settlement Shares”).  “Fair Market Value” means the United States dollar equivalent of the per share price of the Common Stock equal to the volume weighted average price of the Common Stock reported on the Toronto Stock Exchange or on the principal exchange or over the counter market on which such shares are trading, if any, or as reported on any composite index which includes such principal exchange, for the five (5) trading days immediately prior to the date the subject shares of Common Stock are to be determined or any adjustment thereto are to be made. The rate to be used for the conversion of Canadian dollars to United States dollars shall be the Bank of Canada noon rates on the dates on which such conversion is to be calculated.

(c)           Each Preferred Holder acknowledges and agrees that upon receipt of the Conversion Shares and the Settlement Shares due such Preferred Holder, the Company shall have fully satisfied its obligations to such Preferred Holder as set forth in the Company’s Certificate of Incorporation, as amended, upon the occurrence of a conversion.