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Exhibit 4.19
                             EMPLOYMENT AGREEMENT

   This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
Tuesday, the 7th day of May, 2002, by and between ImagicTV Inc. (the
"Company") and Gerald L. Pond (the "Employee").

   THIS AGREEMENT WITNESSES that in consideration of the covenants and
agreements contained herein, the parties hereto agree as follows:

                                   ARTICLE 1

                                  EMPLOYMENT

   On the terms and subject to the conditions contained in this Agreement, the
Company hereby employs the Employee, and the Employee hereby accepts
employment, to serve the Company in the position described in Article 3.

                                   ARTICLE 2

                                     TERM

    2.1 The term of the Employee's employment commenced on, the 7th day of
May, 2002 (the "Commencement Date"), and shall be for the period ending on the
second anniversary of the Commencement Date, unless sooner terminated pursuant
to the terms of the Agreement, or by reason of the bankruptcy or insolvency of
the Company, in which case this Agreement will be of no further effect. Such
employment shall be automatically renewed on the second anniversary of the
Commencement Date and each anniversary thereafter for a period ending
immediately prior to the following anniversary, unless terminated in
accordance with the terms of Article 6. This Employment Agreement replaces any
existing written or oral Employment Agreement between the parties.

    2.2 The Employee may, at any time, terminate this Agreement upon giving 90
days notice in writing to the Company. In the event the Employee provides such
notice, he shall not be entitled to severance, bonus, nor Options as described
in sections 6.3, 6.4, 6.6, and 6.7 respectively.

                                   ARTICLE 3

                                    DUTIES

3.1 Position

a)During the term of this Agreement, the Employee will serve as CEO (Chief
Executive Officer) of the Company. The Employee will have the usual and
customary duties of CEO, which without limitation include those
responsibilities as set out in Schedule C hereto. Subject to the direction and
control of the Board of Directors of the Company, (the " Board of Directors"),
the Employee will have such executive power and authority as is consistent
with the office of and as is necessary for him to discharge his duties as CEO.
The Employee shall also perform such other duties not inconsistent with the
duties of CEO as may be assigned to him from time to time by the Board of
Directors. The Employee's primary office location will be working from the
Executive head office in Saint John, New Brunswick, Canada.

b)The work schedule for the Employee shall be consistent with the ordinary
office hours of the Company at the Employee's place of employment, as may be
amended from time to time. The Employee agrees that as a management level
employee, he will from time to time be required to work beyond regular office
hours. The Employee acknowledges and agrees that no overtime payment shall be
made for such work beyond regular office hours.

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3.2 Outside Activities

   The Employee will devote his full time, energy, skill and best efforts to
the performance of his duties hereunder, in a manner which will faithfully and
diligently further the business and interests of the Company, including, but
not limited to, attaining performance objectives such as revenue and profit
goals established by the Board of Directors for the Company but he may make or
manage personal investments of his choice and may serve as a director of any
business enterprise (not directly or indirectly in competition with the
Company) or civic organisation, provided that such service does not materially
interfere with the performance of his duties hereunder.

3.3 Rules and Regulations

   The Employee shall comply, while on the premises used by the Company, while
conducting his duties under this Agreement, or when otherwise applicable, with
all the rules and regulations of the Company from time to time in force which
are brought to his notice or of which he could reasonably be aware, provided
the same are not inconsistent with the terms of this Agreement.

                                   ARTICLE 4
                                 COMPENSATION

   During the term of this Agreement, and during any severance or notice
periods, the Employee shall receive the following compensation and fringe
benefits:

4.1 Base Salary

   The Employee shall receive a base salary (his "Base Salary") at an annual
rate of $340,000.00 CDN paid bi-weekly in equal instalments. The Employee's
Base Salary rate shall be maintained at competitive market rates and shall be
subject to annual review of the Board of Directors.

4.2 Incentive Compensation

   Beginning with the Fiscal year 2003, the Employee shall be eligible to
receive additional compensation by way of a bonus (the "Bonus") in respect of
each fiscal year of the Company during the term of this Agreement no later
than 120 days following the end of each period or fiscal year. The Bonus will
be in the form of a cash payment in the amount of:

      0 to 75% of salary based on attainment of agreed to objectives as
      follows:

      less than 90% of objectives....................0%

      90% to 99% of objectives......................30%

      100% to 109% of objectives....................50%

      110% to 119% of objectives....................60%

      120% to 124% of objectives....................70%

      125% of objectives............................75%


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      >125% of objectives, 75% bonus plus additional bonus at
      the discretion of the Board.

   The Bonus payments are based on specific objectives to be negotiated by the
CEO and the Board of Directors. Fiscal year end is Feb. 28. Objectives for
each new fiscal year will be established with the Board by April of such year
at the latest and shall be established for the fiscal year ending February 28,
2003 as soon as practical.

   The Board of Directors of the Company, with the consent of the Employee,
have the authority to amend these figures.

4.3 Benefits

   For the term of this Agreement, and during any severance or notice periods,
the Company agrees:

  a) to provide to the Employee a car allowance of $1585.00 per month

  b)  to provide, under the ImagicTV Savings Incentive Plan, a contribution
      that matches the contribution of the employee, up to a maximum of 6% of
      your annual salary

4.4 Company Benefit Plans

   The Employee shall also participate in a medical, dental, prescription,
life, short-term and long-term disability, accidental death and dismemberment
and travel plan to be approved by the Board of Directors, as it may be
modified from time to time in the Company's sole discretion. The Employee
agrees to accept a change in the administration of such plan as required by
the Company. The Company shall pay its portion of such premiums and the
Employee shall pay his portion of such premiums as set out in the operative
Health and Dental Policies.

4.5 Vacation; Holidays

   The Employee shall be entitled to 4 weeks of annual vacation time at such
times that do not unreasonably interfere with the Company's business. Such
vacation time shall not be carried into subsequent years, without prior
written consent of the Board of Directors. The Employee shall be entitled to
all statutory holidays regularly observed by the Company.

4.6 Options

   The Employee shall participate in the Company's ESOP Employee share option
plan as established by the Boards of Directors of the Company, subject to
execution by the Employee of an option agreement in the form prescribed by the
Company from time to time. The Employee's entitlements under such plans will
be determined from time to time by the Board of Directors of the Company; and
shall be subject to the terms and conditions set out in the Management
Employment Option Agreement attached as Schedule A hereto.

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                                   ARTICLE 5
                           REIMBURSEMENT OF EXPENSES

   During the term of the Agreement, the Company shall promptly reimburse the
Employee for all reasonable and necessary business expenses incurred by him in
promoting the business of the Company, upon receipt of itemised vouchers
therefor and in accordance with the policies and procedures of the Company as
in effect from time to time for its officers. In addition, the Company shall
promptly reimburse the Employee for his professional training and education as
well as membership fees, required to maintain his good standing with relevant
professional associations.

                                   ARTICLE 6
                                  TERMINATION

6.1 Death or Disability

(a) Death

   The Employee's employment by the Company shall terminate automatically upon
the death of the Employee, in which event the Company shall remain liable to
the Employee's estate/heirs/devises only for the then accrued but unpaid
compensation and benefits (including, for greater certainty, options granted
under Section 4.6 which have vested in accordance with their terms) vested at
the time of death, payable to the Employee under Article 4. All payments shall
be made to the Employee's estate, payable to the named beneficiary under the
terms of the plan, or otherwise in accordance with the Company's policies and
applicable plans the current version of which have been made available to the
Employee for his inspection and review.

(b) Disability

   The Company may terminate the Employee's employment with the Company if the
Employee becomes unable to perform the duties to be performed by him hereunder
due to a physical, mental or other disability for a period of at least 6
consecutive months upon at least 60 days' prior written notice to the
Employee, in which event the Company shall remain liable to the Employee only
for the then accrued but unpaid compensation and benefits vested at the date
of termination payable to the Employee under Section 4 and all payments shall
be made to the Employee, his legal representative or otherwise in accordance
with the Company's policies and applicable plans, the current version of which
have been made available to the Employee for his inspection and review.
Notwithstanding the above, in such a case the Employee shall continue to be
eligible for short term and long term disability benefits, subject to the
terms of such plans and continued availability subject to the carrier's
acceptance of the claim.

6.2 Termination by the Company

(a) Termination for Cause

   The Company may at any time terminate the Employee's employment for just
cause, the notice of which shall specifically set forth the nature of the
breach that is the reason for such termination. For purposes of this
Agreement, "just cause" shall include the following: (i) dishonesty or fraud;
(ii) conviction of a felony or an indictable offence; and (iii) gross
negligent performance of duties as set out herein which remain
unsatisfactorily remedied, notwithstanding a previous written notice given to
the Employee, or (iv) an act of material insubordination or against the best
interest of the Company in a manner that has or could have a material impact
on the financial condition of the Company.

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   Upon termination under this Section 6.2(a), the Employee shall be entitled
to no further compensation or benefits whatsoever except for Base Salary due
and payable for services performed and benefits vested pursuant to Section 4
before such termination under the policies of the Company as in effect at that
time.

   No prior notice will be required for termination with cause.

(b) Termination without Cause

   The Board of Directors of the Company may terminate the Employee's
employment without cause at any time. In such event, the Employee shall be
entitled to monthly severance payments equal to one-twelfth of the annual Base
Salary for one year plus coverage for any benefits and Bonus to which the
Employee may be entitled pursuant to Article 4, determined in accordance with
Section 6.6.

6.3 Termination by the Employee

   If the Employee terminates his employment with the Company following a
substantial breach (as defined below), the Employee shall be entitled to the
severance payment and benefits as provided in Section 6.2(b). As used in this
Section, "substantial breach" shall mean either (i) the Employee's demotion,
without his consent to a position or duties materially inconsistent with or
inferior to those specified in Section 3; or (ii) the failure by the Company
to provide compensation and other vested benefits to the Employee in
accordance with Section 4, and the failure of the Company to correct such
breach within fifteen days after written notice from the Employee of its
occurrence.

6.4 Change of Control

   The Company may terminate the Employee's employment in the event of a
change of control of the Company. Such termination shall constitute
termination without cause. The Employee shall also have the right to terminate
his employment in the event of a change of control, in which event the
Employee shall be paid severance payments and Bonus as if his employment was
terminated without cause, in addition to any amounts due to him up to such
termination.

   For purposes of Article 6, change in control shall mean the acquisition or
ownership by a person (beneficially, directly or indirectly) of 51% or more of
the issued and outstanding voting shares of the Company.

6.5 Resignation

   On any termination, the Employee will tender his resignation as an officer
of the Company and any subsidiaries if requested by the Company.

6.6 Bonus and Options on Termination

(a) Bonus on Termination

   The amount of the Bonus to which the Employee shall be entitled pursuant to
Section 4.2 for the portion of the period specified therein up to the time of
termination of the Employee's employment, shall be equal to the pro-rated
portion of the Employee's earned Bonus in such fiscal year, except that in the
event the employment is terminated for cause, the Employee shall not be
entitled to any Bonus.

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(b)Options on Termination

   In the event of termination of the Employee's employment:

  (i) because of death, disability or any other reason except (A) termination
  with or without cause or (B) as a result of a change of control, the
  Employee or his estate, as the case may be, shall have 90 days from
  termination to exercise those options which are already vested in
  accordance with the vesting schedule set out in the applicable option
  agreement (the "Vested Options"), after which all options will lapse;

  (ii) by the Company without cause, the Employee shall be entitled, during
  the 90 days following termination, to exercise the Vested Options and those
  unvested options held by the Employee which otherwise would have vested in
  the 12 month period following termination, whether or not such options have
  otherwise vested, after which all options will lapse; or,

  (iii) by the Company with cause, the Employee shall have no right to
  exercise any options, whether vested or not, except for those vested
  options for which a Notice of Exercise was received by the Company prior to
  the notice of termination.

6.7 Options on Change of Control

   In the event of a change of control of the Company, the Employee shall be
entitled to exercise the options held by him whether vested or unvested, at
any time during the 120 day period following the effective date of the change
of control after which period all unexercised options shall lapse.

                                   ARTICLE 7

                             RESTRICTIVE COVENANTS

7.1 Non-Disclosure

   The Employee recognises that the Company, and its affiliates and
subsidiaries are engaged in a continuous program of software research and
development and the marketing of software products and related services. The
Employee also recognises the importance of protecting the trade secrets,
confidential information, partner and customer relationships of the Company
and other proprietary information and related rights acquired through the
expenditure of time, effort and money by the Company. In consideration of the
foregoing and the salary and benefits contemplated by this Agreement, the
Employee shall comply with the Proprietary Rights Protection Provisions set
out as Schedule "B" to this Agreement.

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7.2 Non-Competition

   The Employee recognises that, in light of his position with the Company
under this Agreement, his employment with or investment in an enterprise in
the business of designing, manufacturing, marketing, selling and/or servicing
equipment or products, including hardware, software and firmware, that
competes with currently offered equipment or products of the Company, those
under development, or those contemplated in any business plan duly approved by
the Company, being the development, delivery and sale of software for digital
interactive television services over a broadband network (the "Business"),
would cause irreparable harm to the Company; therefore, the Employee agrees
that during the period of his employment hereunder and for 12 months
thereafter;

  (a) neither he nor any spouse, including a common law spouse, will be
      interested, directly or indirectly, as an investor in any other
      business or enterprise substantially similar to the Business (except as
      an investor in securities listed on a national securities exchange or
      actively traded over the counter so long as such investments are in
      amounts not significant as compared to his total investments or to the
      aggregate of the outstanding securities of the issuer of the same class
      of issue) in Canada, the United States, Europe and other markets in
      which the Company conducts a material amount of Business from time to
      time in the future;

  (b) he will not, directly or indirectly, for his own account or as the
      Employee, officer, director, partner, consultant, shareholder, joint
      venturer or in any other manner whatsoever, engage within Canada, the
      United States, Europe and other markets in which the Company conducts
      its Business from time to time during the aforementioned limitation
      period under this clause 7.2, in any business or enterprise materially
      similar to the Business; and

  (c) he will not directly or indirectly solicit, interfere with or endeavour
      to direct or entice away from the Company any customer, client or any
      person, firm or corporation in the habit of dealing with the Company or
      interfere with, entice away or otherwise attempt to obtain the
      withdrawal of or hire any employee of the Company or.

7.3 Equitable Relief

   The Employee confirms that all restrictions in Article 7 are reasonable and
valid and all defences to the strict enforcement thereof by the Company are
waived by the Employee. The Employee expressly acknowledges that his covenants
and agreements in this Article 7 are fundamental to the Company and his
engagement by the Company and damages alone will be an inadequate remedy for
any breach or violation of any of the provisions of this Article 7, and that
the Company, in addition to all other remedies, shall be entitled as a matter
of right to equitable relief, including injunctions and specific performance,
in any court of competent jurisdiction.

                                   ARTICLE 8

                                   INSURANCE

   The Employee acknowledges that the Company shall have the right to take out
insurance on the life of the Employee and designate the Company as beneficiary
and agrees for such purposes to submit to all required medical examinations,
at the Company's expense. Notwithstanding the right of the Company to take out
insurance on the life of the Employee, all of the Employee's medical records
shall be confidential to the Employee and the insurance company and the
Company shall have no right of access thereto.

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                                   ARTICLE 9
                                 MISCELLANEOUS

9.1 Notices

   Any notice or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been given on the date of delivery if
delivered personally or by overnight courier, or three days after mailing if
mailed by first class certified mail, postage prepaid and return receipt
requested, addressed as follows, providing the postal services are working
normally:

  to the Company:                  ImagicTV Inc.
                                   One Brunswick Square
                                   14th Floor, P.O. Box 303
                                   Saint John, New Brunswick
                                   E2L 3Y2

                                   Attention: Board of Directors

  to the Employee:                 Gerald L. Pond, CEO
                                   15 Larsen Drive
                                   Rothesay, NB
                                   E2H 2V4

or to such address (or to such other person's attention) as either party may
specify in a notice to the other given in accordance with this Section.

9.2 Assignment

   This Agreement shall be binding upon and shall inure to the benefit of the
respective heirs, executors, administrators, successors, and assigns of the
parties, provided however that the Employee may not assign any obligations
hereunder without the prior written consent of the Company. The Company may
assign its rights and obligations hereunder only to an affiliate or successor
without the consent of the Employee, provided such assignment is not to an
unfriendly or hostile successor, or will not materially affect the Employee's
rights or obligations hereunder. In the event the assignee may not be in a
financial position to meet the Company's obligations hereunder, the Company
agrees to guarantee the obligations of the assignee under this Agreement in
the event of such assignment.

9.3 Governing Law

   This Agreement shall be governed by and construed in accordance with the
laws of the Province of New Brunswick, Canada applicable to contracts entered
into and performed within the Province of New Brunswick, Canada.

9.4 Cumulation of Benefits

   Any payment made by the Company to the Employee in accordance with the
present agreement shall be added to any amount owing to the Employee or that
may be paid to him under any pension plan, annuity, insurance or any other
employment benefit plan.

9.5 Best Efforts

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   The Company will use its best efforts to take such corporate action as is
necessary or appropriate with respect to this Agreement, particularly as it
relates to the plans of the Company.

9.6 Dollar Amounts

   All dollar amounts hereunder are in CDN dollars unless otherwise
specifically stated.

9.7 Entire Agreement

   This Agreement (including any Schedules) constitutes the entire agreement
of the parties with respect to the subject matter hereof and supersedes any
and all prior oral or written negotiations, correspondence, understandings,
and agreements.

9.8 Severability

   The provisions of this Agreement shall be deemed severable. If any
provision of this Agreement shall be held unenforceable by any court of
competent jurisdiction, the remaining provisions shall remain in full force
and effect.

9.9 Modifications

   All modifications to the Agreement must be made in writing and signed by
both parties.

9.10 Counterparts

   The Agreement may be signed in two counterparts (delivered by facsimile
transmission or otherwise), each of which shall be deemed an original and both
of which shall together constitute the same instrument.

9.11 Legal Advice

   The Employee acknowledges having had the opportunity to seek independent
legal advice in connection with the negotiation and execution of this
Agreement.

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                                   ImagicTV Inc.

                                   by: __________________________________
                                      Chairman
                                      Board of Directors

SIGNED, SEALED AND DELIVERED
in the presence of:
______________________________        ____________________________________
Witness                               Gerald L. Pond

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                                 SCHEDULE "B"

                   Proprietary Rights Protection Provisions

1. Definitions: For the purposes of this Schedule:

(a) "Company" means ImagicTV Inc., its parent corporation, ImagicTV Inc. and
    its affiliated and associated corporations and subsidiaries ;

(b) "Confidential Information" includes any of the following: a) any and all
    versions of the software and related documentation owned or marketed or
    developed by the Company, including all related algorithms, concepts,
    data, designs, flowcharts, ideas, programming techniques, specifications
    and source code listings; b) all Developments (as defined below); c)
    information regarding the Company's business operations, methods and
    practices, including marketing strategies, product pricing, margins and
    hourly rates for staff, and information regarding the financial affairs of
    the Company; d) the names of the Company's clients and the names of the
    Company's business partners and suppliers of computer services and
    software to the Company, and the nature of the Company's relationships
    with these clients, partners and suppliers; e) technical and business
    information of or regarding the clients of the Company obtained in order
    for the Company to provide such clients with software products and
    services, including information regarding the requirements and the
    business operations, methods and practices and products and plans of such
    clients; and f) any other trade secret or confidential or proprietary
    information in the possession or control of the Company; but Confidential
    Information does not include information which is or becomes generally
    available to the public without the Employee's fault or which the Employee
    can establish, through written records, was in his possession prior to its
    disclosure to the Employee as a result of his work for the Company; and

(c) "Developments include all a) software, documentation, data, designs,
    reports, flowcharts, training materials, trade-marks, specifications and
    source code listings, and any related works, including any enhancements,
    modifications, or additions to the software products owned, marketed or
    used by the Company; and b) inventions, devices, discoveries, concepts,
    ideas, algorithms, formulae, know-how, processes, techniques, systems and
    improvements, whether patentable or not; developed, created, generated or
    reduced to practice by the Employee, alone or jointly with others, during
    his engagement with the Company or which result from tasks assigned to the
    Employee by the Company or which result from the use of the premises or
    property (including without limitation equipment, supplies or Confidential
    Information) owned, leased or licensed by the Company.

2. Non-Disclosure of Confidential Information: At all times during and
subsequent to the termination of his engagement with the Company, the Employee
shall keep in strictest confidence and trust the Confidential Information, the
Employee shall take all necessary precautions (which are reasonable) against
unauthorised disclosure of the Confidential Information, and the Employee
shall not directly or indirectly disclose, allow access to, transmit or
transfer the Confidential Information to a third party, nor shall the Employee
copy or reproduce the Confidential Information except as may be reasonably
required for the Employee to fulfil his consulting or other obligations to the
Company from time to time.

3. Restricted Use of Confidential Information:
<PAGE>

  (a) At all times during and subsequent to the termination of his engagement
      with the Company, the Employee shall not use the Confidential
      Information in any manner except as reasonably required for the
      Employee to fulfil his consulting or other obligations to the Company
      from time to time.

  (b) Without limiting his obligations under subsection 3(a) of this
      Schedule, the Employee agrees that at all times during and subsequent
      to the termination of his engagement with the Company, the Employee
      shall not use or take advantage of the Confidential Information for
      creating, maintaining or marketing, or aiding in the creation,
      maintenance or marketing, of any software or services which are
      competitive with any software, hardware, documentation or services
      developed, owned or marketed by the Company or for providing any
      products and services competitive with the products and services
      provided by the Company.

  (c) Upon the request of the Company, and in any event upon the termination
      of his engagement with the Company, the Employee shall immediately
      return to the Company all materials, including all copies in whatever
      form, containing the Confidential Information which are in his
      possession or under his control and destroy any electronic copies of
      Confidential Information which may be in his possession or control.

4. Ownership of Confidential Information:

  (a) The Employee acknowledges and agrees that he shall not acquire any
      right, title or interest in or to the Confidential Information.

  (b) The Employee agrees to make full disclosure to the Company of each
      Development promptly after its creation. The Employee hereby assigns
      and transfers to the Company, and agrees that the Company shall be the
      exclusive owner of, all of his right, title and interest to each
      Development throughout the world, including all trade secrets, patent
      rights, copyrights and all other intellectual property rights therein.
      The Employee further agrees to cooperate fully at all times during and
      subsequent to his engagement with respect to signing further documents
      and doing such acts and other things reasonably requested by the
      Company to confirm such transfer of ownership of rights, including
      intellectual property rights, effective at or after the time the
      Development is created and to obtain patents or copyrights or the like
      covering the Developments. The Employee agrees that the obligations in
      this clause (b) shall continue beyond the termination of his engagement
      with the Company with respect to Developments created during his
      engagement with the Company. In the event that the Employee refuses or
      neglects to so execute any assignments, transfers, consents, or other
      documents as required herein, the Employee hereby irrevocably appoints
      the Chairman of the Board of Directors of the Company as his true and
      lawful attorney to execute any such documentation.

  (c) The Employee acknowledges the validity of any patents, industrial
      designs, copyrights, software, algorithms, trademarks and other
      intellectual property rights related to the Confidential Information,
      which may now or in the future be owned by the Company. The Employee
      undertakes not to contest or to procure or induce others to contest the
      validity of the title of the Company to any patents, industrial
      designs, copyrights, trademarks and other intellectual property rights
      related to the Confidential Information, which may now or in the future
      be owned by the Company. The Employee undertakes not to contest or to
      procure or induce others to contest the confidential nature of the
      Confidential Information. The Employee undertakes not to infringe or to
      procure or induce others to infringe any patents, industrial designs,
      copyrights, trademarks or other intellectual property rights
<PAGE>

     related to the Confidential Information, which may now or in the future
     be owned by the Company, or to engage in any activity which might
     undermine the validity or strength thereof.

  (d)The Employee agrees that if his work involves any photographic, visual
     or audio recording of him, the Employee hereby grants to the Company the
     royalty-free right to record his likeness and/or voice and/or
     performance on film, tape or other medium, to edit, alter or modify in
     any way such film, tape or other medium, to use any portion thereof in a
     CD-based product, in an on-line format or in any other media (now or
     hereafter known) including video and television, throughout the world in
     perpetuity and to use his name, likeness and voice in relevant
     publicity. The Employee hereby releases the Company and anyone using
     such film, tape or other material from any and all claims, damages,
     liabilities, costs and expenses which the Employee has now or may
     hereafter have by reason of any use thereof. Provided, however, any such
     use shall cease immediately following the termination of employment of
     the Employee with the Company, or as soon thereafter as possible.

  (e)The Employee agrees that the Company, its assignees and their licensees
     are not required to designate the Employee as the author of any
     Developments. The Employee hereby waives in whole all moral rights which
     the Employee may have in the Developments, including the right to the
     integrity of the Developments, the right to be associated with the
     Developments, the right to restrain or claim damages for any distortion,
     mutilation or other modification of the Developments, and the right to
     restrain use or reproduction of the Developments in any context and in
     connection with any product, service, cause or institution.

5. No Conflicting Obligations:

  (a)The Employee acknowledges and represents to the Company that his
     performance of his obligations hereunder and as an Employee of the
     Company shall not breach any agreement or other obligation to keep
     confidential the proprietary information of any prior employer of the
     Employee or any other third party. The Employee further acknowledges and
     represents that the Employee is not bound by any agreement or obligation
     with any third party, which conflicts, with any of his obligations under
     this Agreement.

  (b)The Employee represents and agrees that he will not bring to the
     Company, and shall not use in the fulfilment of his obligations for the
     Company, any Employee's Inventions (as defined below), any trade
     secrets, confidential information and other proprietary information of
     any prior employer of the Employee or any other third party. "Employee's
     Inventions" as used herein shall mean any work or invention created by
     the Employee alone or jointly with others, prior to, or outside of, his
     engagement by the Company. To the extent that any Employee's Inventions
     are incorporated into the Confidential Information of the Company by the
     Employee, Employee hereby grants to the Company a perpetual,
     irrevocable, world-wide, royalty-free licence to use such Employee's
     Inventions for any and all purposes in the Company's discretion. The
     Employee represents and agrees that in his work creating Developments
     the Employee will not knowingly infringe the intellectual property
     rights, including copyright, of any third party.

  (c)The Employee acknowledges and agrees that, in the event that the
     Employee should become aware of any potentially conflicting obligation,
     immediate notice shall be given to the Corporation of the existence, and
     to the extent known, nature of such conflict. The Employee also agrees
     that no further action will be taken until the written consent of the
     Company to proceed has been obtained.
<PAGE>

                                 SCHEDULE "C"

                          CUSTOMARY DUTIES OF THE CEO

KEY ROLE:

   The CEO, in general, shall be responsible for:

..  Developing and implementing the Company's strategic and operational plans
   to achieve the corporate vision and business and financial results embodied
   therein and as developed through the CEO and the Board of Directors

..  Overseeing the operation of the Company

..  Developing the Company's personnel

..  Allocating resources and ensuring control

..  Working with the Board of Directors to develop policy and maintain
   oversight

MAJOR RESPONSIBILITIES:

More specifically, the CEO:

  1. Has total responsibility for all activities of the Corporation in
     accordance with policies, goals and objectives approved by the Board of
     Directors

  2. Stays abreast of relevant events and trends in the Corporation's
     industry and evaluates their implications for the Corporation

  3. Develops and recommends to the Board of Directors a long-term strategy
     and vision that lead to the creation of shareholder value

  4. Develops and recommends to the Board annual business plans and
     expenditure budgets that support the Company's strategies; is
     accountable to the Board for the achievement of the financial and
     operating goals approved by the Board

  5. Ensures that the Corporation has in place an appropriate process for
     monitoring the competitiveness of its products and anticipating changes
     in its competitive environment

  6. Provides effective leadership and ensures that the day-to-day business
     affairs are appropriately managed

  7. Ensures that an open and positive climate exists for the relationship
     between the Corporation, its shareholders and employees

  8. Provides effective external representation for the Corporation

  9. Ensures that the Corporation has in place an appropriate process for
     monitoring its competitiveness and anticipating changes in its
     competitive environment