1.

ENGAGEMENT

1.1

The Company hereby engages the Consultant to provide services in accordance with the terms and subject to the conditions of this Agreement through and the Consultant hereby accepts such engagement.

2.

TERM

2.1

The term of the Consultant’s engagement by the Company shall be from July 13, 2009 to July 13, 2010 at which time the Agreement may be renewed at the Company’s discretion pursuant to Section 5 of this Agreement.

3.

SERVICES

3.1

The Consultant hereby agrees to provide all services (the “ Services ”) associated with serving as a member of the Company’s board of directors.

3.2

In providing the Services, the Consultant shall:

(a)

comply with all applicable federal, provincial, local and foreign statutes, laws and regulations;

(b)

not make any misrepresentation or omit to state any material fact that may result in a misrepresentation regarding the business of the Company; and

(c)

not disclose, release or publish any information regarding the Company without its prior written consent.

4.1

The Company and the Consultant agree that the relationship among the parties shall be that of an independent contractor. Nothing contained in this Agreement shall be construed to (i) constitute the parties as joint venturers, partners, co-owners or otherwise as participants in a joint undertaking; (ii) constitute the Consultant as an agent, legal representative or employee of the Company; or (iii) authorize or permit Consultant or any director, officer, employee, agent or other person acting on its behalf to incur on behalf of the other party any obligation of any kind, either express or implied, or do, sign or execute any things, deeds, or documents which may have the effect of legally binding or obligating the Company in any manner in favour of any individual, business, trust, unincorporated association, corporation, partnership, joint venture, limited liability company or other entity of any kind.

5.

RENEWAL

5.1

This Agreement may be renewed by the Company at any time prior to the expiration of the Term as set out in Section 2 of this Agreement.

6.1

The Company shall reimburse the Consultant for any expenses reasonably incurred in the carrying out of the Services, if the Consultant requests and receives written approval from the Company to incur such expenses.

6.2

As consideration for the Services, the Consultant shall receive Company options to purchase 150,000 common shares of the Company pursuant to the option agreement attached as Schedule “A” hereto (the “O ption Agreement ”).

7.1

The Consultant agrees that he shall, at all times, faithfully and in a professional manner perform all of the duties that may be reasonably required of him pursuant to the terms of this Agreement. The Company acknowledges that Consultant is engaged in other business activities, and that the Consultant shall be permitted to continue such activities during the term of this Agreement.  The Consultant shall not be restricted from engaging in other business activities during the term of this Agreement.

8.

TERMINATION

8.1

Termination for Cause.   The Consultant may be terminated for cause at any time, without notice or pay in lieu of such notice. Cause for this purpose includes such things as unsatisfactory performance, dishonesty, fraud, insubordination, serious misconduct and a false statement on the Consultant’s part, as well as anything else which would constitute cause at law. The failure by the Company to rely on this provision in any given instance or instances shall not constitute a precedent or be deemed a waiver.

8.2

Termination Without Cause. This Agreement may be terminated by either the Company or the Consultant without cause by delivering written notice of termination to the other party at least seven (7) days before such termination is to be effected.

8.3

Default .  If the Consultant fails, refuses or neglects to keep or perform any of his material covenants or conditions to be kept or performed hereunder or otherwise in connection with the Services, or indicates his refusal to keep or perform any such covenant or condition (collectively, a “ Default ”), and the Consultant fails to cure such Default within twenty-four (24) hours of receiving written notice from the Company setting out the terms of such Default, the Company may immediately terminate this agreement by giving written notice to the Consultant.

8.4

Force Majeure .  The Company shall have the right to suspend this agreement in the event of force majeure at any time (provided written notice to the Consultant shall be promptly given), without any further obligation to the Consultant.

8.5

Effect of Termination .  If the Company terminates this Agreement in accordance with the provisions hereof, the Company shall be released and discharged from any further liability or obligation whatsoever to the Consultant.  No termination of this Agreement shall affect the rights granted hereunder by the Consultant to the Company, the restrictions on share sales, assigns and transfers contained in the Option Agreement, and the representations and warranties and indemnification of each of the parties hereunder.  All of these shall survive such termination.

9.1

The Consultant shall not, without prior authorization of the Company, at any time during the term of this agreement, or thereafter, disclose to any person, firm, association or corporation other than the directors, officers or employees of the Company, the private or business affairs of the Company or its affiliated companies, or any other information of a private or confidential nature concerning the Company or its affiliated companies including, without limitation: