Consulting Agreement

(Hourly Rate)

THIS AGREEMENT made as of [Date of Agreement (ie. July 31, 2002)]

B E T W E E N:

[NAME OF CONSULTANT], a corporation

incorporated under the laws of the State of [State of
Incorporation of Consultant (ie. California)], with
its principal place of business at [Address of
Principal Place of Business of Consultant]

("Consultant")

- and -

[NAME OF PRINCIPAL], a corporation

incorporated under the laws of [Jurisdiction of
Incorporation of Principal - ie. the Province of
Ontario], with its principal place of business at
[Address of Principal Place of Business of
Principal]

("Principal")

WHEREAS Principal wishes to retain Consultant to provide certain consulting services in

accordance with the terms and conditions of this Agreement;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1. Services. Principal hereby retains Consultant and Consultant hereby accepts such
retainer, to provide to Principal certain consulting services more particularly described in
Exhibit “A” hereto (the “Services”) upon the terms and conditions set forth herein.
Consultant shall have the right to subcontract all or part of the Services to Related
Companies (as defined below) of Consultant.

2. Compensation of Consultant. Principal shall pay to Consultant as compensation for

performing the Services (the “Compensation”) a fee equal to the hourly rate of
Consultant’s consultants described in Exhibit “A” hereto multiplied by the number of
hours spent by the respective consultants providing the Services, which shall be paid
monthly (or at the discretion of Consultant more often than monthly), in arrears.
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Consultant shall invoice Principal monthly, with details of the time spent by Consultant’s
consultants performing the Services.

3. Taxes. Principal shall also pay to Consultant all applicable taxes on the Compensation,
excluding any taxes based on Consultant’s income.

4. Expenses. Principal shall reimburse Consultant for all reasonable out of pocket expenses
incurred by Consultant in performing the Services. Consultant shall provide Principal
with receipts or other evidence of payment satisfactory to Principal.

5. Term. This Agreement shall commence on the date hereof and shall be completed on or
about the Anticipated Completion Date set out in Exhibit “A” hereto (the “Term”). Upon
termination of this Agreement, Principal shall pay to Consultant the Compensation, if
any, accrued but unpaid to the termination date.

6. Confidential Information.

(a) For the purposes of this Agreement, "Related Companies" means any person,
firm or entity that, directly or indirectly, is controlled by or is under common
control with Principal, and "Confidential Information" means all information
disclosed to or acquired by Consultant which is marked as confidential or
proprietary and which relates to Principal's and/or Related Companies' past,
present and future operations, systems, services, know-how, supplier lists,
customer lists, customer accounts, financial information, costing data, and
marketing plans, but shall not include any information which was known to
Consultant prior to the date hereof, or which was publicly disclosed otherwise
than by breach of this Agreement. Consultant acknowledges that pursuant to the
performance of its obligations under this Agreement, it may acquire Confidential
Information.

(b) Consultant covenants and agrees, both during the Term, and thereafter, to hold and
maintain all Confidential Information in trust and confidence for Principal and not
to use Confidential Information other than for the benefit of Principal. Except as
authorized in writing by Principal, Consultant covenants and agrees not to
disclose any Confidential Information, by publication or otherwise, to any person
other than those persons whose services are contemplated for the purposes of
carrying out this Agreement, provided that such persons agree in writing to be
bound by, and comply with the provisions of this paragraph. Notwithstanding the
foregoing, Consultant may disclose such Confidential Information to a
government, regulatory or judicial agency as may be required by law. Consultant
shall segregate Confidential Information at all times from the material of others.
In the event of loss or destruction of any such written or descriptive matter,
Consultant shall promptly notify Principal of the particulars of the same in
writing.

(c) Consultant agrees that it would be difficult to measure damages to Principal from
any breach by Consultant of the covenant and agreement of Consultant set forth
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above, the injury to Principal from any such breach would be impossible to
calculate, and that money damages would therefore be an inadequate remedy for
such breach. Accordingly, Consultant agrees that if it breaches this paragraph,
Principal shall be entitled, in addition to all other remedies it may have, to an
injunction or other appropriate order to restrain any continuation of such breach
without showing or proving any actual damage sustained by Principal.

7. Non-Solicitation. Principal agrees that during the Term, and for a period of two (2) years
thereafter, Principal shall not, directly or indirectly, employ or solicit the employment or
engagement by itself or others of any employees or independent contractors of
Consultant. Principal acknowledges that the foregoing restriction is reasonable, in view
of the nature of the business in which Consultant is engaged. Principal agrees that it
would be difficult to measure damages to Consultant from any breach by Licenss of the
covenant and agreement of Principal set forth above, the injury to Consultant from any
such breach would be impossible to calculate, and that money damages would therefore
be an inadequate remedy for such breach. Accordingly, Principal agrees that if it breaches
this paragraph, Consultant shall be entitled, in addition to all other remedies it may have,
to an injunction or other appropriate order to restrain any continuation of such breach
without showing or proving any actual damage sustained by Consultant.

8. Trademarks and Trade Names. Notwithstanding any other provision of this Agreement,
neither party shall have the right to use the trademarks or trade names of the other or to
refer to this Agreement or the Services, directly or indirectly, in connection with any
product, service, promotion or publication without the prior written approval of the other.

9. Warranty, Limitation of Liability.

(a) Consultant warrants that it will perform all Services in a commercially reasonable
manner and in substantial and material conformance with the terms and
conditions of this Agreement.

(B) ALL IMPLIED WARRANTIES AND CONDITIONS OF SALE, INCLUDING,

BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
EXCLUDED FROM THIS AGREEMENT.

(c) EXCEPT FOR OBLIGATIONS ARISING OUT OF PARAGRAPH 6 ABOVE,

IN NO EVENT SHALL CONSULTANT BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING,
BUT NOT LIMITED TO, LOSS OF PROFITS OR ANTICIPATED PROFITS,
LOSS OF DATA, OR LOSS OF REVENUE ARISING FROM, OR IN
CONNECTION WITH, THE USE, DELIVERY, PERFORMANCE OR NON-
PERFORMANCE OF THE DELIVERABLES PROVIDED UNDER THIS
AGREEMENT, EVEN IF CONSULTANT OR ITS RELATED COMPANIES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR
COSTS.
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(D) SPECIFICALLY, AND WITHOUT LIMITING THE GENERALITY OF THE

FOREGOING, LICENSEE ACKNOWLEDGES THAT TO THE EXTENT THAT
THE SERVICES INCLUDE EFFECTING ANY ACTUAL TRADES OR
DEALINGS WITH ANY SECURITIES OF ANY NATURE, ON BEHALF OF
LICENSEE OR ITS CLIENTS, CONSULTANT SHALL HAVE NO
RESPONSIBILITY WHATSOEVER FOR ANY LOSSES OR DAMAGES THAT
MAY RESULT FROM ANY SUCH TRADES OR DEALINGS, WHETHER TO
LICENSEE OR ITS CLIENTS.

(e) EXCEPT FOR OBLIGATIONS ARISING OUT OF PARAGRAPH 6 ABOVE,

IN NO EVENT WILL CONSULTANT BE LIABLE TO LICENSEE UNDER
THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF
CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS, IN THE
AGGREGATE, THE TOTAL FEES PAID TO CONSULTANT UNDER THIS
AGREEMENT.

10. Waiver of Breach. The waiver by either party of a breach of any provision hereof shall
not operate or be construed to operate as a waiver by such party of any subsequent breach
by the other party of any provision hereof.

11. Notices. All notices, requests, demands or other communications required by this
Agreement or desired to be given or made by either of the parties to the other hereto shall
be given or made by personal delivery or by mailing the same in a sealed envelope,
postage prepaid, registered mail, return receipt requested, and addressed to the parties at
their respective addresses set forth above or to such other address as may, from time to
time, be designated by notice given in the manner provided in this paragraph. Any notice
or communication mailed as aforesaid shall be deemed to have been given and received
on the third business day next following the date of its mailing. Any notice or writing
delivered to a party hereto shall be deemed to have it been given and received on the day
it is delivered, provided that if such day is not a business day, then the notice or
communication shall be deemed to have been given and received on the business day
next following such date.

12. Survival. Any provision of this Agreement which, by its nature, provides for obligations
on the part of either party hereto subsequent to the termination of this Agreement shall
survive the termination of this Agreement.

13. Entire Agreement. This Agreement sets forth the entire Agreement between the parties
hereto in connection with the subject matter hereof. No alteration, amendment or
qualification of this Agreement shall be valid unless it is in writing and is executed by
both of the parties hereto.

14. Severability. If any paragraph of this Agreement or any portion thereof is determined to
be unenforceable or invalid by the decision of any court by competent jurisdiction, which
determination is not appealed or appealable, for any reason whatsoever, such
unenforceability or invalidity shall not invalidate the whole Agreement, but the
Agreement shall be construed as if it did not contain the particular provision held to be
 -5-

invalid and the rights and obligations of the parties shall be construed and enforced
accordingly.

15. Further Assurances. The parties hereto covenant and agree that each shall and will,
upon reasonable request of the other, make, do, execute or cause to be made, done or
executed, all such further and other lawful acts, deeds, things, devices and assurances
whatsoever for the better or more perfect and absolute performance of the terms and
conditions of the this Agreement.

16. Successors and Assigns. Except as expressly set forth in this Agreement, neither party
may assign this Agreement or any interest herein or subcontract the performance of any
Services without the prior written consent of the other. This Agreement shall enure to the
benefit of and be binding on the heirs, executors, administrators, successors and
permitted assigns of the parties hereto.

17. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of [State of Consultant (ie. California)].

18. Relationship of Principal and Consultant. Consultant shall perform the Services as an
independent contractor. Nothing contained in this Agreement shall be deemed to create
any association, partnership, joint venture, or relationship of principal and agent or
employer and employee between the parties hereto or any Related Companies or to
provide either party with the right, power or authority, whether express or implied, to
create any such duty or obligation on behalf of the other party.

19. Construction. In this Agreement, except as otherwise expressly provided, all words and
personal pronouns relating thereto shall be read and construed as the number and gender
of the party or parties referred to as each case requires and the verb shall be read and
construed as agreeing with the required word and pronoun.

20. Headings. The division of this Agreement into paragraphs and the use of headings is for
convenience of reference only and shall not modify or affect the interpretation or
construction of this Agreement or any of its provisions.
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21. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.

[NAME OF CONSULTANT] [NAME OF PRINCIPAL]

Per: Per:
Name: Name:
Title: Title:
 Exhibit "A"

Consulting Services

Description of Services:

[Description of Consulting Services]

Hourly Rate of Consultant(s): [Hourly Rate of Consultant's Staff (ie.

$175.00)]

Anticipated Completion Date of Services: [Anticipated Completion Date of Services]